United Van Der Horst Ltd Directors Report.

To,

The Members

United Van Der Horst Limited

Your Directors presenting their 32nd Annual Report on the business and operations of the Company and statement of accounts for the year ended March 31,2019.

Financial Summary/Highlights:

During the financial year, the performance of the Company is as under:

(Amounts in Rupees 000)

Particulars 2018-19 2017-18
Total Income 58,576.65 38,736.31
Less: Expenses 90,964.12 81,143.09
Profit/ (Loss) before exceptional items and tax (32,387.56) (42,406.76)
Exceptional items (1,354.73) (1,216.91)
Profit before tax (31,032.83) (41,189.85)
Current Tax - -
Deferred Tax (9,274.49) (34,705.32)
Net Profit (Loss) for the period before Comprehensive Income (21,758.34) (6484.43)
Other Comprehensive Income (212.14) (139)
Total Profit (Loss) After Taxation (21,970.48) (6345.43)

Overview of Companys Financial Performance:

During the year under review, Income from Sales and Services was Rs. 38,376.90/- thousands against Rs. 17,597.08/- thousands in the previous year. The Company has suffered a net loss of Rs. 6,484.43/- thousands in the current financial year and net loss of Rs. 68,271.39/- thousands in the previous financial year.

Overview of Companys Financial Performance:

During the year under review, total Income of the Company from Sales and Services was Rs. 58,576.65 thousands against Rs. 38,736.31 thousands in the previous year. The Company has suffered a net loss of Rs. 21,970.48 thousands in the current financial year and net loss 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.

Dividend:

Considering the fact, that the Company has suffered a loss, your Directors have decided not to recommend any dividend on the equity shares for the year ended March 31,2019.

Change in the nature of business:

There was no change in the nature of business of the Company during the financial year.

Public Deposits:

During the financial year 2018-19, your Company has not accepted any deposit within the meaning 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) or re-enactment(s) thereof for the time being in force).

Subsidiaries, Associate and Joint venture Companies:

As on March 31,2019, according to 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.

Directors and Key Managerial Personnel:

During the financial year 2018-2019 there is no change in Composition of Board of Directors and Key Managerial Personnel of the Company.

Further, Mr. Akshay Veliyil, Non-Executive Director of the Company being longest in the office is liable to retire by rotation.

Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act 2013 that the/ she meets the criteria of independence laid 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 Independent Directors have also confirmed that they have complied with the Companys code of conduct.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

During the financial year, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

Adequacy of Internal Financial Control:

Subject to the matters described by 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.

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, committees formed as required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015 are as follows.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the said Committees along with their charters, compositions and meetings held during the financial year, are provided in the "Report on Corporate Governance" ‘Annexure F as a part of this Annual Report.

Establishment of Vigil Mechanism:

The Company has established and adopted Vigil Mechanism and the policy (‘Whistle Blower Policy) thereof for the directors and employees of the Company in accordance with Section 177 of the Companies Act, 2013 or any other provisions of Companies Act, 2013 as well as Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015). During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is 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 the related parties were at arms length and were in the ordinary course of the business. Prior/Omnibus approvals are granted by the Audit Committee for all the related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arms length basis 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 material in nature are furnished in ‘Form AOC-2 attached as ‘Annexure A and forms part of this Report.

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.

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 extract of annual return in form MGT-9 to companys board report. An extract of the Annual return in the prescribed format is annexed herewith as ‘Annexure C to the Boards report.

Auditors:

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 office from the conclusion of 30th Annual General Meeting till the conclusion of Annual General Meeting to be held for the financial year ended 31st March, 2022 subject to ratification by the members at every Annual General. However, Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 2018 notified the amendment in Section 139 of the Companies Act, 2013 pursuant to Companies Amendment Act, 2017 and the rules made thereunder, 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 for such appointment.

Further, members are requested to take note that, the Company had received intimation from statutory auditor (auditor) of the Company that name of the auditors firm has been changed from M/s. ‘Chokshi and Co LLP to M/s. ‘CKSP And CO. LLP with no change in constitution of the firm.

Explanations by the Board on qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor:

• Auditors in their report

The qualifications given by Auditors in their report for the financial year 2018-2019 are 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 Companys 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. 2,352.51 thousand towards Trade Payable and Rs. 22,370.07 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.2,352.51 thousands towards Trade Payable and Rs. 22,370.07 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, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. At the Board Meeting held on 12th February, 2019, Directors have appointed M/s AVS & Associates, Company Secretaries, as a Secretarial Auditor of the Company for the financial year 2018-2019.

Secretarial Audit Report issued by M/s. AVS & Associates, Company Secretaries in Form 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 or comments from the Board under Section 134(3) of the Companies Act, 2013.

Employees Stock Option Scheme (ESOS), Sweat Equity & Shares having differential voting rights:

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 in the previous financial year.

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.

Management Discussion and Analysis:

The Management Discussion and Analysis forms part of the Directors Report is annexed herewith as ‘Annexure E.

Corporate Governance Report:

As required by 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 F

Number of Meetings of the Board:

During the financial year, 5 (Five) Board Meetings were held, the details of which such as dates, numbers of Directors present etc. are given in the Corporate Governance Report forming part of the Annual Report.

Directors Responsibility Statement:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended on 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and 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 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) that the Directors had prepared the accounts for the financial year ended on 31st March, 2019 on a ‘going concern basis.

e) that Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

f) that 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.

Policy on Directors appointment and remuneration:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the rules made there under and 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 sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(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 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 of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2019, are set out in Notes to the Financial Statements of the Company.

Corporate Social Responsibility:

The Company is not falling in any criteria as mentioned in Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Act. Hence, provision of CSR is not applicable to the Company.

Fraud:

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) thereof for the time being in force).

Disclosure under Sexual Harassment Act:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘the Act). During the year, there were no complaints filed against any of the employees of the Company under this Act.

Material changes and commitments affecting financial position between the end of the financial year and date of report:

There are no material changes and commitments occurred which affect the financial position 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 reduce the 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:

• 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 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 the 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:

• Earnings: Nil

• Expenditure: Nil

Risk Management Policy and Compliance Framework:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit 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 of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

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.

Board Evaluation:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole.

The parameters for the performance evaluation of the Board, inter alia, includes composition of board, frequency of holding of board meetings, advice and suggestions to the Companys management, evaluation of strategic plan/policies of the Company etc.

The parameters for the performance evaluation of the Non-Independent Directors includes attendance, expertise, contribution of positive inputs into development of strategy, participation in meetings, comment on draft minuets etc.

The parameters for the performance evaluation of the Independent Directors includes attendance, listing of views of others, active participation in the meetings, knowledge of latest developments in applicable laws to the Company, financial reporting, comment on draft minuets etc.

The parameters for the performance evaluation of the statutory committees include composition of committees, terms of reference, recommendations to the board etc.

The Policy for Evaluation f performance of Board of Directors of the Company is available at website of the Company www.uvdhl.com/investors/Policies

Acknowledgment:

Your Directors would like to express their grateful appreciation for the assistance, support and cooperation received from the Financial Institutions, Banks, Government Authorities 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