United Van Der Horst Limited
Your Directors presenting their 32nd Annual Report on the business and operations ofthe Company and statement of accounts for the year ended March 312019.
During the financial year the performance of the Company is as under:
(Amounts in Rupees '000')
|Particulars ||2018-19 ||2017-18 |
|Total Income ||58576.65 ||38736.31 |
|Less: Expenses ||90964.12 ||81143.09 |
|Profit/ (Loss) before exceptional items and tax ||(32387.56) ||(42406.76) |
|Exceptional items ||(1354.73) ||(1216.91) |
|Profit before tax ||(31032.83) ||(41189.85) |
|Current Tax ||- ||- |
|Deferred Tax ||(9274.49) ||(34705.32) |
|Net Profit (Loss) for the period before Comprehensive Income ||(21758.34) ||(6484.43) |
|Other Comprehensive Income ||(212.14) ||(139) |
|Total Profit (Loss) After Taxation ||(21970.48) ||(6345.43) |
Overview of Company's Financial Performance:
During the year under review Income from Sales and Services was Rs. 38376.90/-thousands against Rs. 17597.08/- thousands in the previous year. The Company has suffereda net loss of Rs. 6484.43/- thousands in the current financial year and net loss of Rs.68271.39/- thousands in the previous financial year.
Overview of Company's Financial Performance:
During the year under review total Income of the Company from Sales and Services wasRs. 58576.65 thousands against Rs. 38736.31 thousands in the previous year. The Companyhas suffered a net loss of Rs. 21970.48 thousands in the current financial year and netloss of Rs. 6345.43 thousands in the previous financial year.
Transfer to reserves:
During the financial year the Company did not transfer any amount to reserve.
Considering the fact that the Company has suffered a loss your Directors have decidednot to recommend any dividend on the equity shares for the year ended March 312019.
Change in the nature of business:
There was no change in the nature of business of the Company during the financial year.
During the financial year 2018-19 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
Subsidiaries Associate and Joint venture Companies:
As on March 312019 according to Companies Act 2013 and rules made there under theCompany does not have any Subsidiary Company Associate Company and Joint Venture Company.Considering this Form AOC - 1' is not applicable.
Directors and Key Managerial Personnel:
During the financial year 2018-2019 there is no change in Composition of Board ofDirectors and Key Managerial Personnel of the Company.
Further Mr. Akshay Veliyil Non-Executive Director of the Company being longest in theoffice is liable to retire by rotation.
Declaration by Independent Directors:
The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that the/ she meets the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 and regulation 16 (1) (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015).The IndependentDirectors have also confirmed that they have complied with the Company's code of conduct.
Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future:
During the financial year there were no such orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.
Adequacy of Internal Financial Control:
Subject to the matters described by Statutory Auditor in their report on the financialstatements of the Company the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively.
Committees of the Board
SEBI (Listing Obligations and Disclosure Requirements) 2015 prescribed variouscommittees with the aim of bringing basic framework governing the regime of listedentities in line with the Companies Act 2013 and compiling all the mandates of SEBIregulations / circulars governing equity. Considering this committees formed as requiredunder Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015are as follows.
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Details of the said Committees along with their charters compositions and meetingsheld during the financial year are provided in the "Report on CorporateGovernance" Annexure F' as a part of this Annual Report.
Establishment of Vigil Mechanism:
The Company has established and adopted Vigil Mechanism and the policy (WhistleBlower Policy') thereof for the directors and employees of the Company in accordancewith Section 177 of the Companies Act 2013 or any other provisions of Companies Act 2013as well as Regulation 22 of SEBI (Listing Obligations and Disclosure RequirementsRegulations 2015). During the year under review no personnel of the Company approachedthe Audit Committee on any issue falling under the said policy. The vigil mechanism policyis available on the website of the Company at link: www.uvdhl.com/investors/Policies
Particulars of contracts or arrangements made with related parties:
During the Financial Year 2018-19 all Related Party Transactions entered with therelated parties were at arm's length and were in the ordinary course of the business.Prior/Omnibus approvals are granted by the Audit Committee for all the related partytransactions which are of repetitive nature entered in the ordinary course of businessand are on arm's length basis in accordance with the provisions of the Companies Act 2013read with the rules made there under and Policy of the Company for Related PartyTransactions. The particulars of contracts or arrangement with Related Parties material innature are furnished in Form AOC-2' attached as Annexure A' andforms part of this Report.
Particulars of remuneration to employees:
Pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theparticulars of remuneration to the Directors and employees of the Company and the detailsof the ratio of remuneration of each director to the median employee's remuneration isannexed herewith as "Annexure B" to this Report.
Extract of Annual Return:
In accordance with Section 134(3) (a) of the Companies Act 2013 read with Companies(Management and Administration) Rule 2014 every company is required to attach an extractof annual return in form MGT-9 to company's board report. An extract of the Annual returnin the prescribed format is annexed herewith as Annexure C' to the Board'sreport.
a) Statutory Auditors:
The Statutory Auditors M/s. Chokshi and Co. LLP Chartered Accountants Mumbai (FRN:131228W/W100044) were appointed in 30th Annual General Meeting (Adjourned) to hold officefrom the conclusion of 30th Annual General Meeting till the conclusion of Annual GeneralMeeting to be held for the financial year ended 31st March 2022 subject to ratificationby the members at every Annual General. However Pursuant to notification issued by theMinistry of Corporate Affairs on 7th May 2018 notified the amendment in Section 139 ofthe Companies Act 2013 pursuant to Companies Amendment Act 2017 and the rules madethereunder the mandatory requirement for ratification of appointment of StatutoryAuditors by the Members at every Annual General Meeting ("AGM") has beenomitted and hence the Company is not proposing an item on ratification of appointment ofAuditors at this AGM.
Considering this the Auditors have confirmed their eligibility limits as prescribedin the Companies Act 2013 and that they are not disqualified for such appointment.
Further members are requested to take note that the Company had received intimationfrom statutory auditor (auditor) of the Company that name of the auditor's firm has beenchanged from M/s. Chokshi and Co LLP' to M/s. CKSP And CO. LLP' with no changein constitution of the firm.
Explanations by the Board on qualification reservation or adverse remark or disclaimermade by the Statutory Auditor:
Auditors in their report
The qualifications given by Auditors in their report for the financial year 2018-2019are as follows:
|Auditor Observations ||Directors Reply |
|The Company continues to prepare accounts on a going concern basis despite accumulated losses as on 31.03.2019 being more than 50% of the average net worth during the four years immediately preceding the current financial year. ||Due to lower sales/income and higher depreciation on the enhanced value of leasehold land and building there is a loss during the current year. Consequently net worth of the Company continues to be negative. The Management is examining available options to increase sales/income from operations and achieve profitability. Barring unforeseen circumstances beyond the control of the Company the Management is confident about the Company's ability to continue as a going concern. Based thereupon and considering projected revenues / cash flows the accounts have been prepared on a going concern basis |
|The amounts aggregating Rs. 2352.51 thousand towards Trade Payable and Rs. 22370.07 thousand towards Trade Receivables are subject to confirmation from the parties. ||The company had advised the parties to send year-end balance confirmation. The amounts aggregating Rs.2352.51 thousands towards Trade Payable and Rs. 22370.07 thousands towards Trade Receivables are subject to confirmation from the parties. In the opinion of the management since the amount due to/ from these parties are fully payable/ recoverable no material difference is expected to arise at the time of settlement requiring accounting effect in the current financial year. |
b) Secretarial Auditor:
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. At the Board Meetingheld on 12th February 2019 Directors have appointed M/s AVS & Associates CompanySecretaries as a Secretarial Auditor of the Company for the financial year 2018-2019.
Secretarial Audit Report issued by M/s. AVS & Associates Company Secretaries inForm MR-3 for the financial year 2018-19 forms part to this report as Annexure D'.The said report does not contain any observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.
Employees Stock Option Scheme (ESOS) Sweat Equity & Shares having differentialvoting rights:
Your Company has not issued any shares to the employees of the Company under theEmployee Stock Option Scheme Sweat Equity and with differential voting rights in theprevious financial year.
Employees Stock Option Scheme (ESOS) Sweat Equity & Shares having differentialvoting rights:
During the year your Company has not issued any shares to the employees of the Companyunder the Employee Stock Option Scheme Sweat Equity and with differential voting rights.
Management Discussion and Analysis:
The Management Discussion and Analysis forms part of the Directors' Report is annexedherewith as Annexure E'.
Corporate Governance Report:
As required by Chapter IV read with Schedule V Part C of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a report on Corporate Governance form partof this Annual Report as Annexure F'
Number of Meetings of the Board:
During the financial year 5 (Five) Board Meetings were held the details of which suchas dates numbers of Directors present etc. are given in the Corporate Governance Reportforming part of the Annual Report.
Director's Responsibility Statement:
Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed:
a) that in the preparation of the accounts for the financial year ended on 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures
b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2019and of the profit/loss of the Company for the year ended on that date;
c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors had prepared the accounts for the financial year ended on 31stMarch 2019 on a going concern' basis.
e) that Directors had laid down adequate financial controls and that the financialcontrols were adequate and were operating effectively.
f) that Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws all applicable secretarial standards were in place and wereadequate and operating effectively.
Policy on Director's appointment and remuneration:
The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the rules made there underand SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The saidPolicy of the Company inter alia provides that the Nomination and Remuneration Committeeshall formulate the criteria for appointment of Executive Non-Executive and IndependentDirectors on the Board of Directors of the Company and persons in the Senior Management ofthe Company their remuneration including determination of qualifications positiveattributes independence of Directors and other matters as provided under sub-section (3)of Section 178 of the Companies Act 2013 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).The said Policy also includescriteria for making payments to Non-Executive Directors. Policy is available at www.uvdhl.com/investors/Policies
Particulars of loans guarantees or investments under Section 186:
Details of loans guarantees and investments made if any under the provisions ofSection 186 of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014 as on 31st March 2019 are set out in Notes to the FinancialStatements of the Company.
Corporate Social Responsibility:
The Company is not falling in any criteria as mentioned in Section 135 of the Act readwith Companies (Corporate Social Responsibility Policy) Rules 2014 the Act. Henceprovision of CSR is not applicable to the Company.
During the year none of the Auditors of the Company have reported any fraud asspecified under the second proviso of Section 143 (12) of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce).
Disclosure under Sexual Harassment Act:
The Company is committed to maintaining a productive environment for all its employeesat various levels in the organization free of sexual harassment and discrimination on thebasis of gender under the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 (the Act'). During the year there were no complaintsfiled against any of the employees of the Company under this Act.
Material changes and commitments affecting financial position between the end of thefinancial year and date of report:
There are no material changes and commitments occurred which affect the financialposition of the Company between the end of the financial year and date of report.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings & Outgo:
A. Conservation of Energy Technology Absorption:
Steps taken or impact on conservation of energy:
All the manufacturing/servicing/job work facilities continued their efforts to reducethe specific energy consumption. Specific and total energy consumption is tracked atindividual block level and also at consolidated manufacturing or servicing level. Apartfrom regular practices and measures for energy conservation many new initiatives weredriven across the units. Some of them are mentioned below:
Use of Natural Ventilation
Switch off electrical appliances whenever not required
LED Lights in office in place of CFL in offices
Encouraging Go Green Initiatives
The steps taken by the Company for utilizing alternate sources of energy:
The servicing units continue to put in effort to reduce specific energy consumption.The Company is evaluating other sources of energy like solar panel etc.
Capital investment on energy conservation equipment's:
During the Financial Year the Company has not made any new investments in the energyconservation equipment's which is Capital in nature.
B. Technology Absorption:
Efforts made towards technology absorption: The Company has ongoing basisabsorbed the technology for servicing of products and major up gradation process wascarried out to reduce the cost.
Benefits derived as a result of the above efforts: Product improvementcost reduction product development etc. The Company is developing the ways for technologyabsorption adaptation and innovation.
In case of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year): No new technology has been imported during theyear.
Expenditure Incurred on Research and Development: The Company has spentrequired amount for research and development ongoing basis.
C. Foreign exchange earnings and outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows are as follows:
Risk Management Policy and Compliance Framework:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed. The Company's internal control systems are commensurate withthe nature of its business and the size and complexity of its operations. Significantaudit observations and follow up actions thereon are reported to the Audit Committee.
Secretarial standards compliance:
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.
During the financial year the Company is not required to maintain cost records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013.
The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of IndividualDirectors Committees of the Board and the Board as a whole.
The parameters for the performance evaluation of the Board inter alia includescomposition of board frequency of holding of board meetings advice and suggestions tothe Company's management evaluation of strategic plan/policies of the Company etc.
The parameters for the performance evaluation of the Non-Independent Directors includesattendance expertise contribution of positive inputs into development of strategyparticipation in meetings comment on draft minuets etc.
The parameters for the performance evaluation of the Independent Directors includesattendance listing of views of others active participation in the meetings knowledge oflatest developments in applicable laws to the Company financial reporting comment ondraft minuets etc.
The parameters for the performance evaluation of the statutory committees includecomposition of committees terms of reference recommendations to the board etc.
The Policy for Evaluation f performance of Board of Directors of the Company isavailable at website of the Company www.uvdhl.com/investors/Policies
Your Directors would like to express their grateful appreciation for the assistancesupport and cooperation received from the Financial Institutions Banks GovernmentAuthorities and Shareholders during the year under review.
| ||On behalf of the Board of Directors |
| ||United Van Der Horst Limited |
| ||SD/- |
| ||Jagmeet Singh Sabharwal |
| ||Chairman & Managing Director |
| ||DIN:00270607 |
| ||Add: C/o: E.29/30 MIDC Taloja |
|Date: 21/05/2019 ||Navi Mumbai - 410208 Raigad |
|Place: Mumbai ||Maharashtra India |