INFORMATION MEMORANDUM. United Van Der Horst Limited Add: E.29/30, MIDC, Taloja, Navi Mumbai , Maharashtra, India

Transcription

1 INFORMATION MEMORANDUM Company Profile: (a) Name and address of registered office of the company: United Van Der Horst Limited Add: E.29/30, MIDC, Taloja, Navi Mumbai , Maharashtra, India (b) Name and address of corporate office of the company: N.A. (c) Names of regional stock exchange and other stock exchanges where listed The Company has listed its securities at BSE Limited. Years of listing and current status: Suspended due to Penal Reasons. (d) (e) Signing with depositories ISIN no. INE890G01013 Name and contact details of compliance officer and Company Secretary: Mr. Dharan Gudhka Company Secretary & Compliance Officer T: / 29 compliance@uvdhl.com (f) (g) -id for Investor Grievances: rnt.helpdesk@linkintime.co.in/kalpesh@uvdhl.com Date of Suspension and reason of suspension: The Company was suspended from Bombay Stock Exchange on 30 th December, 2013 due to Penal Reasons. Capital structure of the Company: (a) Authorized, issued, subscribed and paid-up capital: Authorized Equity Share Capital Rs. 5,00,00,000/- Issued & Subscribed Equity Share Capital Rs. 3,99,55,000/- Subscribed & Fully Paid-Up Equity Share Capital Rs. 3,99,48,500/- Subscribed & Not Fully Paid-Up Equity Share Capital Rs. 6,500/- (b) Listed Capital: Rs. 3,99,55,000/- Company, Management: 1. History and main objects and present business of the Company : As per Annexure - IV 2. Subsidiary(ies) of the Company, if any: NA 1

2 3. Names of Promoters and their background Name of Promoter Rajpal Ushpal Sabharwal Brief Profile is the Managing Director of the Sabharwal Group of Companies. The Sabharwal Group is in the business of Oil seals, Hydraulic Cylinders, V-Belts & Transmissions. The Flagship Company, Max Spare Limited is one of the largest producers of seals in India. Jagmeet Singh Sabharwal was instrumental in leading the business growth of Max Spare Limited and in acquiring Nirlon V- belt Company and Suebel E.U. Seals. Jagmeet Singh Sabharwal has been an active member of Young Entrepreneurs Organization (YEO), India chapter. He was also the Chapter Chair-EO Bombay Chapter for was Educated at a premier school in Mumbai, he holds a basic Accounts degree from Mumbai University and a Diploma in Polymer Technology from London. Currently he is a Chairman of the Company. Rajpal Ushpal Sabharwal is spouse of Late Ushpal Singh Sabharwal who was Promoter of the Company and holding majority shares of the Company. Rajpal Ushpal Sabharwal was joint shareholders with Ushpal Singh Sabharwal. She is bachelor of commerce and holding position of wholetime director of Max Spare Limited which is one of the largest producers of seals in India. She has more than 10 years of experience of industry in which Company is carrying its business activities. Currently she is holding majority shares of the Company. 2

3 4. Names and addresses of auditors, legal advisors of the company and details of KMP s along with their designations (with their DIN wherever applicable) and other directors including nominee - directors, and woman director (giving their directorships in other companies). Change, if any, in directors/management and auditors during the last one year, and reasons thereof. Further details on composition of Board are to be provided. NAME OF AUDITORS M/s. Chokshi and Co. LLP, Chartered Accountants Add: 103, Sharda Chambers, 1 st Floor, 15, SIR V. Thackersey Marg, New Marine Lines, Mumbai NAME OF LEGAL ADVISORS N.A. DETAILS OF KMP S & DIRECTORS Name of KMP Designation Directorship in Other Companies (DIN: ) Chairman & Managing Director Kalpesh Kantilal Shah Chief Financial Officer NIL Dharan Gudhka Company Secretary NIL Akshay Ashokan Veliyil Non-Executive Non- Independent Director Sonal Singh Sarbjit Singh Chaudhary Non-Executive Independent Director Non-Executive Independent Director Max Spare Limited Accolade Properties Private Limited Gowal Consulting Services Private Limited Ring Plus Aqua Limited USS Hydraulics And Seals Private Limited NIL Karamtara Agrotech Pvt. Ltd. NIL CHANGES IN DIRECTORSHIP DURING LAST 1 YEAR Mr. Ushpal Singh Sabharwal (Director) (DIN: ) Mr. Pritam Singh Ichpanani (Independent Director) (DIN: ) Mr. Vijaychand Devichand Sambre (Independent Director) (DIN: ) Mrs. Rubina Indrapal Singh Sabharwal (Whole-Time Director & CFO) (DIN: ) Mr. Inderpal Singh Sabharwal (Managing Director) (DIN: ) Mr. Akshay Ashokan Veliyil (Non- Executive Director) (DIN: ) Mrs. Sonal Singh (Independent Director)(DIN: ) Mr. (Managing Director) (DIN: ) Appointed on 1 st June, 2017 & resigned on 10 th June, 2017 Resigned on 15 th September, 2017 Resigned on 22 nd June, 2017 Resigned on 5 th May, 2017 Demised on 26 th October, 2016 Appointed on 20 th May, 2017 Appointed on 3 rd August, 2017 Executive Director appointed on 3 rd May, 2017 & Managing Director on 18 th August,

4 Mr. Kalpesh Kantilal Shah (CFO) Appointed on 20 th May, 2017 Mr. Dharan Gudhka Appointed on 25 th November, 2017 CHANGES IN AUDITORS DURING LAST 1 YEAR M/s. Chokshi & Chokshi LLP Chartered Accountants, retired at AGM held on 22 nd September, 2017 (Adjourned on 29 th September, 2017) in compliance of rotation of Auditors. Accordingly, M/s. Chokshi and Co. LLP have been appointed as Statutory Auditors of the Company. COMPOSITION OF BOARD OF DIRECTORS AS ON THIS DATE Akshay Ashokan Veliyil Sonal Singh Sarbjit Singh Chaudhary (Chairman & Managing Director) (Non-Executive Director) (Non-Executive Woman Independent Director) (Non-Executive Independent Director) 5. Details of directors, whole-time directors, their remuneration, appointment and remuneration of managing directors, interests of directors, their borrowing powers and qualification shares. Name & Designation of Director Date of Appointment Remunerat ion (Rs.) Interest in other Entities Qualifica tion Shares Borrow ing Powers (Chairman & Managing Director) Akshay Ashokan Veliyil (Non-Executive Director) Executive Director on 3 rd May, 2017 & Managing Director on 18 th August, As mentione d above in details of KMP s & Directors. - N.A. 20 th May, NIL - N.A. Sonal Singh (Non- Executive Woman Independent Director) Sarbjit Singh Chaudhary (Non-Executive Independent Director) 3 rd August, th December, Karamtara Agrotech Pvt. Ltd. - N.A. - NIL - N.A. 6. Rights of members regarding voting, dividend, lien on shares and the process for modification of such rights and forfeiture of shares: The Rights of member s w.r.t. voting is one share one vote. Further, the rights of member s with respect to dividend and lien of shares is as per provisions of the Companies Act, 2013 and Articles of Association. Further the Company has not modified rights regarding dividend, lien on shares & forfeiture of shares. The process of modification of the same is as per provisions of the Companies Act, 2013 and Articles of Association. 7. Restrictions, if any, on transfer and transmission of shares/debentures and on their consolidation/splitting: There is no restrictions on transfer and transmission of shares/debentures and on their consolidation/splitting. 4

5 8. Revaluation of assets, if any (during last five years) NO. except as required pursuant to applicability of Indian Accounting Standard (IndAs) which were disclosed to BSE Limited at the time of submission of Financial Results for the quarter ended & Material contracts and inspection of documents- how made available: Material Contracts, if any, have been routed through the Audit Committee and after their recommendations, it will be approved at board meetings, the same have been verified through various documents such as Committee & Board Meetings, other disclosures submitted with Stock Exchange, etc. 10. No of Employees: Twenty Two (22) 11. Latest Shareholding Pattern: Shareholding pattern (latest as on 30 th September, 2017) No. of shares % of total shareholding No of shares in demat Whether 100% in demat for Promoter and 50% in demat for Public No of Shares Pledged % of pledged shares Promoter and Promoter Group 26,95, % 26,95, % 0 0% Public Shareholding Shares held by custodians against DRs issued by the company 13,00, % 8,41, % TOTAL 39,95, % 35,36, % BUSINESS: 1. Nature of the products - consumer/industrial and end-users: Industrial 2. Plant and machinery, technology, process, etc.: Cylindrical Grinding Machines Vertical Honing Machine Horizontal Honing Machine, Situ Machine and German Origin Horizontal Boring Machine 3. Collaboration, any performance guarantee or assistance in marketing by the collaborators: No Collaboration till date. 4. Infrastructure facilities for raw materials and utilities like water, electricity, etc: The Company is availing services of logistics and transport services Company for transit of its raw materials. Utilities like Water and Electricity are provided by Taloja MIDC. 5

6 5. Approach to marketing and proposed marketing set up. Currently business marketing headed under the guidance & control of Mr. Jagmeet Singh Sabharwal, Managing Director of the Company and the Company is having Marketing head who is responsible for marketing of products or services of the Company. 6. Export possibilities and export obligations, if any (in case of a company providing any "service" particulars, as applicable, be furnished): NA 7. Future prospects - expected capacity utilization during the first three years from the date of commencement of production, and the expected year when the company would be able to earn cash profits and net profits: The Company is in commercial production since its incorporation. The Management of the Company is expected to reach at cash profits and net profits in financial year Litigation: 1. Outstanding pertaining to I. Matters likely to affect operation and finances of the company including disputed tax liabilities of any nature; and II. Criminal prosecution launched against the company and the directors for alleged offences; Particulars of default, if any, in meeting statutory dues, institutional dues, and towards instrument holders like debentures, fixed deposits, and arrears on cumulative preference shares, etc. (also give the same particulars about the companies promoted by the same private promoters and listed on stock exchanges). The Company does not have any matter which likely to affect operation and finances of the company including disputed tax liabilities as on the date of filling of Application. However, the Company has made delay in paying the taxes and some other statutory dues but the same has been paid/cleared with charged interest and penalty to the respective authorities. 6

7 Financial Information: Financials as per format given below: Rs. in Lacs (Latest year ended) ( ) (Preceding year) ( ) Sales Total Income Expenditure Financial performance for last 2 years Profit bef Tax (439.49) (15.60) Prov for Tax (2.65) (0.63) Profit aft Tax (436.84) (14.96) Share Capital Acc. Profit (843.98) (407.14) Total Reserves (821.88) (385.04) DECLARATION: No statement made under this Information Memorandum contravenes any of the provisions of Companies Act, 1956 / Companies Act, 2013, as may be applicable and the rules made thereunder. All the legal requirement connected with the listing /revocation of suspension of trading in equity of shares of our company and also the guidelines, instructions etc. issued by SEBI, Government and any other competent authority in this behalf have been duly complied with. All information contained in this document is true and correct. For UNITED VAN DER HORST LIMITED SD/- JAGMEET SINGH SABHARWAL Chairman & Managing Director 7