To,
The Members
United Van Der Horst Limited
Your Companys Board of Directors ("Board") are pleased to present the
36th Annual Report of United Van Der Horst Limited (‘UVDHL) on the
Business and Operations along with the audited financial statements for the Financial Year
ended on 31st March, 2023.
1. FINANCIAL SUMMARY / HIGHLIGHTS:
During the financial year, the performance of the Company is as under:
(Amounts in Lakhs)
Particulars |
2022-2023 |
2021-2022 |
| Total Income |
1,726.94 |
1,231.63 |
| Less : Expenses |
1,419.23 |
1,140.17 |
Profit/(Loss)before exceptional items and tax |
307.71 |
91.46 |
| Exceptional items |
- |
- |
Profit before tax |
307.71 |
91.46 |
Less: Current Tax |
|
- |
Less: Deferred Tax |
73.83 |
(83.41) |
Net Profit (Loss) for the period before |
233.88 |
174.87 |
Comprehensive Income |
|
|
Other Comprehensive Income |
(0.89) |
(1.17) |
Total Profit/(Loss) |
232.99 |
173.70 |
2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:
The Companys performance is not just about once- a-year affair. It is the continuity
that the company strives to achieve each year to build a strong product line and to bring
operational efficiencies to improve the quality of products. The company is also devoting
a lot of efforts in research and development of new technology which will result into
substantial growth of the company in future and optimum utilization of resources procured
by the Company.
During the year under review, your Company has achieved revenue from operation and
including the other income of Rs. 1726.94 Lakhs as Compared to Rs. 1231.63 Lakhs in the
previous year. After deducting the expenses and exceptional items there was profits of
Company were standing at the Rs. 307.71 Lakhs as compared to Rs. 91.46 lakhs in previous
year. After providing for taxes and other adjustments, the current year earned profit
stands at Rs. 232.99 Lakhs as compared to Rs. 173.70 lakhs in previous year.
3. TRANSFER TO RESERVES:
Your Company has proposed not to transfer any amount to the reserve for the Financial
Year 2022-2023.
4. DIVIDEND:
With a view to conserving resources for future growth and enhancing the production
capabilities, your directors have not recommended any dividend for the year under
consideration. Even though the Company has seen growth this year the directors are of the
opinion that keeping in mind the current economic scenario profits in the companys need
of the hour.
5. CHANGE IN THE NATURE OF BUSINESS:
There has not been any change in the nature of business of the Company during the
Financial Year ended on 31st March, 2023.
6. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There have been no material changes and commitments, which affect the financial the
Company, that have occurred between the end of the financial year to which the statements
relate and the date of this report.
7. PUBLIC DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with
the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
Hence, the requirement of furnishing details relating to Deposits covered under Chapter
V of the Act or the details of Deposits that are not in compliance with the Chapter V of
the Act is not applicable.
8. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on March 31, 2023, according to the Companies Act, 2013 and rules made there under
the Company does not have any Subsidiary Company, Associate Company and Joint Venture
Company. Considering this, ‘Form AOC – 1 is not applicable.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review there is no change in Composition of the Board of
Directors & Key Managerial Personnel the Company.
10. RETIRE BY ROTATION:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Jagmeet Singh
Sabharwal (DIN: 00270607), Managing Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting of the Company and being eligible, offers
himself for re-appointment. The said Director is not disqualified from being re-appointed
as a Director of a Company as per the disclosure received from him pursuant to Section 164
(2) of the Companies Act, 2013.
11. INDEPENDENT DIRECTORS:
The Company appreciates the diverse knowledge and guidance of Independent directors on
its board. Each Independent director has confirmed their Independence to the pursuant to
the provisions of Section 149(7) of the Companies Act 2013 that he/ she meets the criteria
of independence laid down in Section 149 (6) of the Companies Act, 2013 along with
declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have complied with the code of
conduct. The Independent Directors have individually confirmed that aware of any
circumstances or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as independent directors of the Company and the Board is satisfied of
the integrity, in terms of Section 150(1) of the Companies
expertise,andexperience(including proficiency Act, 2013 and applicable rules thereunder)
of all Independent Directors on the Board. In terms of Section 150 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, Independent Directors confirmed about their enrolment in the data bank of
Independent Directors maintained with the Indian Institute of Corporate affairs.
Also, the separate meeting of the Independent Directors has been duly convened on 14th
February, 2023.
12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
The Board hereby confirms that during the financial year 2022-2023 no such orders
passed by regulators or courts or tribunals impacting the going concern status and
companys operations in future.
13. ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company has in place an Internal Financial Control system commensurate with the
size, scale and complexity of its operations to ensure proper recording of financial and
operational information & compliance with various internal controls, statutory
compliances and other regulatory compliances. During the year under review, no material or
serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such Further, subject to the
matters described by the Statutory Auditor in their report on the financial statements of
the Company, the Company has, in all material respects, an adequate internal financial
controls system over financial reporting and such internal financial controls over
financial reporting were operating effectively.
14. COMMITTEES OF THE BOARD
SEBI (Listing Obligations and Disclosure Requirements) 2015, prescribed various
committees with the aim of bringing basic framework governing the regime of listed
entities in line with the Companies Act, 2013 and compiling all the mandates of SEBI
regulations/circulars governing equity. Considering this, the Board has 3 (three)
mandatory committees as required under Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) 2015 which are as follows:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
Details of the said Committees along with their charters, compositions, meetings held
during the financial year and attendance of the directors/ committee members at each
meeting, are provided in the "Report on Corporate Governance" ‘Annexure
E as a part of this Annual Report. Recommendations of all Committees have been
accepted and implemented by the Board in the organization.
15. BOARD MEETINGS HELD DURING THE YEAR:
During the financial year, 4 (Four) Board Meetings were held, the maximum gap between
any two Board Meetings did not exceed one hundred and twenty days, the details of meetings
such as dates, Numbers of Directors present etc. are furnished in the Corporate Governance
Report forming part of the Annual Report as "Annexure E".
16. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company believes in the conduct of its business affairs in a fair and transparent
manner by adopting the highest standards of professionalism, honesty, integrity and
ethical behavior. The Company has established and adopted robust Vigil Mechanism/Whistle
Blower Policy for the benefit of all its directors and employees in conformation with
Section 177(9) of the Companies Act, 2013 and applicable regulations of SEBI (Listing
Obligations and Disclosure Requirements) 2015, to report concerns about unethical
behaviour, actual or suspected fraud or violation of Code of Conduct.
It also provides for adequate safeguards against the victimization of employees and
directors who avail the Mechanism pursuant to this policy and also allows direct access to
the Chairperson of the Audit Committee in exceptional cases. We gladly inform you that No
complaints were received during the Financial Year.
The policy is available on companys website at
http://www.uvdhl.com/investors/policies.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions are placed before the meeting(s) of Audit Committee for
its review and approval. Prior omnibus approval of the Audit Committee is obtained on an
annual basis for the financial year, for the transactions which are of a foreseen and
repetitive in nature. The statement giving details of all related party transactions
entered into pursuant to the omnibus approval together with relevant information are
placed before the Audit Committee for review and updated on quarterly basis.
During the Financial Year 2022-2023, all Related Party Transactions entered with the
related parties were at arms length and were in the ordinary course of the business in
accordance with the provisions of the Companies Act, 2013 read with the rules made there
under and Policy of the Company for Related Party Transactions. The particulars of
contracts or arrangement with Related Parties which are material in nature are furnished
in ‘Form AOC-2 attached as "Annexure A" and forms part of
this Report.
18. PARTICULARS OF REMUNERATION TO EMPLOYEES:
Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
particulars of remuneration to the Directors and employees of the Company and the details
of the ratio of remuneration of each director to the median employees remuneration is
annexed herewith as "Annexure B" to this Report
19. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Annual
Return for the financial year ended 31st March, 2023 in form MGT-7 is prepared
as per the provisions of Section 92(3) of the Act, and Rule 12 of Companies (Management
and Administration) Rules, 2014. The Company is required to host a copy of annual return
on the website, if any of the Company and as web link of the same to be given in the
Directors Report and same will be placed on the below mentioned web- address at
http://www.uvdhl.com/investors/ annualreturns
20. AUDIT REPORTS AND AUDITORS: a) Statutory Auditors:
In line with the provisions of Section 139 of Companies Act, 2013 and rules made
thereunder the company continues the appointment of M/s. CKSP and Co. LLP (FRN: 131228W/
W100044) earlier known as M/s. Chokshi and Co. LLP Chartered Accountants for second term
of consecutive 5 years to hold office from the conclusion of Annual General Meeting held
for the financial year ended 31st March, 2022 till the conclusion of Annual
General Meeting to be held for the financial year ended 31st March,2027.
However, Pursuant to notificationissued by the Ministry of Corporate Affairs on 07th May,
2018 notified the amendment in Section 139 of the Companies Act, 2013, the mandatory
requirement for ratification of appointment of Statutory Auditors by the Members at every
Annual General Meeting ("AGM") has been omitted, and hence the Company is not
proposing an item on ratification of appointment of Auditors at this AGM Considering this,
the auditors have confirmed their eligibility, limits as prescribed in the Companies Act,
2013 and that they are not disqualified from continuing as Auditors of the Company.
Explanations by the Board on qualification, reservation or adverse mark or disclaimer
made by the Statutory Auditor:
• Auditors in their report
The qualifications given by Auditors in their report for the financial year 2022-2023
are as follows:
Auditor Observations |
Managements Reply |
The Company continues to prepare accounts on a going concern basis,
despite accumulated losses as on 31.03.2023 is higher than its networth as on 31.03.2023. |
The Companys Board of Directors are examining available options to
further increase sales/ income from operations. Barring unforeseen circumstances beyond
the control of the Company, the Board of Directors are confident about the Companys
ability to continue as a going concern. Based thereupon and considering the profitability
achieved in the current financial year and projected revenues / cash flows, the Company
has prepared accounts on a going concern basis. |
b) Secretarial Auditor:
Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Section 134(3) of the Companies
Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary.
At the Board Meeting held on 08th August, 2022 Directors have appointed M/s.
AVS & Associates, Company Secretaries, as a Secretarial Auditor of the Company for the
financial year 2022-2023. Secretarial Audit Report issued by M/s. AVS & Associates,
Company Secretaries in Form MR-3 for the financial year 2022-2023 forms part of this
report as "Annexure C". The said report does not contain any observation
or qualification requiring explanation or comments from the Board under Section 134(3) of
the Companies Act, 2013.
21. EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL
VOTING RIGHTS:
During the year, your Company has not issued any shares to the employees of the Company
under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights.
However, the company has issued & allotted 10,50,000 Fully Convertible Warrants &
2,54,500 equity shares on preferential and private placement basis to Promoter and
Promoter Group of the Company and certain identified Non- Promoters which has been
allotted on 18th August, 2023 .
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report covering the performance
and outlook of the Company is attached and forms part of this Report as "Annexure
D"
23. CORPORATE GOVERNANCE REPORT:
Your Companys philosophy on Corporate Governance mirrors its belief that principles of
transparency, fairness and accountability towards its stakeholders. Accordingly your
Company is committed to maintain the high standards of corporate governance and adhere to
corporate governance requirements. As required by Regulation 34 (3) read with Chapter IV
read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a report on Corporate Governance form part of this Annual Report as "Annexure
E".
24. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) and Section 134(5) of the Companies
Act 2013, the Directors of your Company, to the best of their knowledge and belief and
according to the information and explanations obtained from them in normal course of their
work, state that in all material respects:
a) in the preparation of the annual accounts for the financial year ended on 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures,
b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2023 and of the Profit
and loss of the Company for the year ended on that date;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts for the financial year ended on 31st
March, 2023 on a ‘going concern basis.
e) Directors had laid down adequate financial controlsandthatthefinancialcontrols were
adequate and were operating effectively.
f) Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws, all applicable secretarial standards were in place and were adequate and
operating effectively.
25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Company has formulated and adopted the Nomination and Remuneration Policy in
accordance with the provisions of section 178 of Companies Act, 2013 read with the rules
made there under and applicable provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015.
The said Policy of the Company, inter alia, provides that the Nomination and
Remuneration Committee shall formulate the criteria for appointment of Executive,
Non-Executive and Independent Directors on the Board of Directors of the Company and
persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of Directors and other
matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 (any
statutory modification(s) thereof for the time being in force).The said Policy also
includes criteria for making payments to Non- Executive Directors.
Policy is available at http://www.uvdhl.com/investors/policies
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of loans, guarantees and investments made, if any, under the provisions of
Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014, as on 31st March, 2023, are set out in Notes to the
Financial Statements of the Company.
27. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not falling in any criteria as mentioned in Section 135 of the Companies
Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence,
provision of CSR is not applicable to the Company.
28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):
During the year, none of the Auditors of the Company have reported any fraud as
specified under the second proviso of Section 143 (12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s)thereofforthetime .
beinginforce
29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
At your company, all employees are of equal value. Your Company firmly believes in
providing a safe, supportive and friendly workplace environment – a workplace where
our values come to life through underlying behavior. Your Company believes in providing
and a workplace free from harassment and gender-based discrimination.
The Company has set up Internal Complaints Committees in line with Section 177(9) of
the Companies Act, 2013 and applicable SEBI (LODR) Regulations, 2015. ‘The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the
Company has a Policy on Prevention of Sexual Harassment at Workplace and has constituted
an Internal Complaints Committee. There was no case reported during the year under review
under the said Policy to Internal Complaints Committee.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:
The particulars as prescribed pursuant to provisions of Section 134(3)(m) of the Act
read with Rule 8 (3) of the Companies (Accounts) Rules, 2014.
A. Conservation of Energy Technology Absorption: I. Steps taken or impact on
conservation of energy:
All the manufacturing/servicing/job work facilities continued their efforts to reduce
at specific energy consumption. Specific and total energy consumption is tracked at
individual block level and also at consolidated manufacturing or servicing level. Apart
from regular practices and measures for energy conservation, many new initiatives were
driven across the units. Some of them are mentioned below:
LED lights in office in place of CFL in offices.
• Encouraging Go Green Initiatives
• Use of Natural Ventilation
• Switch off electrical appliances, whenever not required.
II. The Steps taken by the company for utilizing alternate sources of energy:
The servicing units continue to put efforts to reduce specific energy consumption.
The Company is in process for evaluating other sources of energy like solar panel etc.
III. Capital investment on energy conservation equipments:
During the Financial Year, the company has not made any new investments in the energy
conservation equipments which is capital in nature.
B. Technology Absorption:
• Efforts made towards technology absorption :
The Company has ongoing basis absorbed the technology for servicing of products and
major up gradation process was carried out to reduce the cost.
• Benefits derived as a result of above efforts:
Product improvement, cost, reduction, product development etc. The Company is
developing the ways for technology absorption, adaptation and innovation.
• In case of imported technology (imported during the last 3 years reckoned
from the beginning of the financial year):
No new technology has been imported during the year.
• Expenditure Incurred on Research and Development:
The Company has spent required 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 Foreign
Exchange outgo during the year in terms of actual outflows are as follows:
• Foreign Exchange Earning - 35.88 Lakhs
• Foreign Exchange Outgo - NIL
31. RISK MANAGEMENT POLICY AND COMPLIANCE FRAMEWORK:
All companies face risk; without risk without which rewards are less likely. Effective
risk management can add value to any organization. An effective risk management framework
seeks to protect an organizations capital base and earnings without hindering growth. The
Board of directors of your company has approved Risk management policy wherein all the
risk are identifiedand assessed and functions enterprise wide. The Audit Committee of the
Board has additional oversight in the area of financial risks and controls. Major risk
identified by the business and functions are systematically addressed through mitigating
actions on a continuous basis. The board also reviews this policy on periodic basis.
32. SECRETARIAL STANDARDS COMPLIANCE:
Your Company has complied with applicable provisions of the Secretarial Standards
issued by the Institute of Company secretaries of India and approved by the Government of
India under section 118 (10) of the Companies Act, 2013. Thus the Company hereby confirms
Compliance with the applicable requirements of Secretarial Standards 1 and 2.
33. COST RECORDS:
During the financial year, the Company is not required to maintain cost records as
specified by the Central Government under sub-section (1) of section 148 of the Companies
Act, 2013.
34. BOARD EVALUATION:
Your Company recognizes the importance of a diverse board the company has optimum mix
of directors having experience and expertise required for the efficient working. The
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, provides evaluation process with various aspects of
functioning of Board, Committees and Directors such as adequacy of the composition of the
Board and its Committees, Board culture, execution and performance of specific duties,
obligation, governance, etc. Accordingly the Companys policy is in line with the
provisions of the same. The performance evaluation of the Independent Directors was also
carried out by the entire Board, excluding the Director being evaluated. The performance
evaluation of the Chairman, Board and the Non Independent Directors was carried out by the
Independent Directors at their respective meeting held on 14th February, 2023.
The Independent Directors expressed their satisfaction with overall functioning and
implementations of their suggestions. The evaluation process endorsed the Board Members
confidencein the ethical standards of the Company, the cohesiveness that exists amongst
the Board Members, the two-way candid communication between the Board and the Management
and the openness of the Management in sharing strategic information to enable Board
Members to discharge their responsibilities.
The Policy for Evaluation of performance of Board of Directors of the Company is
available at website of the Company www.uvdhl.com/investors/Policies.
35. STATEMENT OF BOARD OF DIRECTORS:
The Board of Directors of the Company are of the opinion that all the Independent
Directors of the Company possess the highest standard of integrity, relevant expertise and
experience required to best serve the interest of the Company.
36. ACKNOWLEDGMENT:
Your directors would like to acknowledge all stakeholders of the Company viz. members,
customers, dealers, vendors, Financial Institutions, banks and other business partners for
the excellent support received from them during the year. Your Directors place on record
their sincere appreciation to all employees of the Company for their unstinted commitment
and continued contribution to the company
|
For and on behalf of the Board of Directors |
|
United Van Der Horst Limited |
|
Sd/- |
|
Jagmeet Singh Sabharwal |
|
Chairman and Managing Director |
|
DIN : 00270607 |
|
Add : C/o E 29/30, MIDC, Taloja |
|
Navi Mumbai – 410208 |
|
Raigad,Maharashtra, India. |
Place: Navi Mumbai |
|
Date: 28th July, 2023 |
|
+91-9892691696
