UNITED VAN DER HORST LTD. - Bombay Stock Exchange · 6 Directorship held in other Limited 1) M/s. Spareage (India) Private Ltd. Companies. 2) USS Hydraulic & Seals Pvt. Ltd. (Excluding

UNITED VAN DER HORST LTD.

rd23 Annual Report2009 - 2010

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BOARD OF DIRECTORS

Mr. Ushpal Singh Sabharwal Executive Chairman

Mr. Inderpal Singh Sabharwal Vice Chairman & Managing Director

Mr. V.D. Sambre Director

Mr. S.S. Chaudhary Director

Mr. Anup Singh (upto 26/09/2009) Director

BANKERS

State Bank of India, MumbaiDena Bank, Taloja, Navi Mumbai

AUDITORS

M/s. Chokshi & ChokshiChartered Accountants, Mumbai

REGISTRAR & TRANSFER AGENTS

M/s. Link Intime India Private Limited,C-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West),Mumbai 400 078.

REGISTERED OFFICE & WORKS

E-29/30 MIDCIndustrial Area,Taloja, Dist., Raigad,Navi Mumbai - 410208Maharashtra

ANNUAL GENERAL MEETING

on Saturdayth25 September, 2010

at 10:30 A.M.

at

E-29/30 M.I.D.C. Taloja,

District Raigad, Maharashtra

United Van Der Horst Limited Annual Report 2009 - 2010

NOTICE NOTICE IS HEREBY GIVEN THAT THE TWENTY THIRD ANNUAL GENERAL MEETING OF THE

thMEMBERS OF UNITED VAN DER HORST LIMITED WILL BE HELD ON SATURDAY 25 SEPTEMBER,

2010, AT E-29/30, MIDC INDUSTRIAL AREA, TALOJA, DIST. RAIGAD 410208 MAHARASHTRA AT 10.30 A.M. TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

st1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended31 March 2010

and the Balance Sheet as on that date & Report of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Inderpal Singh Sabharwal, who retires by rotation and, being

eligible, offers himself for reappointment.

3. To appoint a Director in place of Mr. Sarbjit Singh Chaudhary, who retires by rotation and, being

eligible, offers himself for reappointment.

4. To appoint M/s Chokshi & Chokshi auditors to hold office from conclusion of this Annual General

Meeting until the conclusion of the next Annual General Meeting and authorize the Board of Directors

to fix their remuneration.

By Order of the Board of Directors

For United Van Der Horst Limited

Mr.Ushpal Singh Sabharwal

Chairman

REGISTERED OFFICE:

E-29/30, MIDC Industrial Area,

Taloja, Dist.Raigad 410208

Maharashtra

thDate : 13 August, 2010

Place : Mumbai

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NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO

APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON A POLL ONLY INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.

A proxy form duly completed and stamped, must reach the registered office of the Company not less than 48 hours before the time for holding the aforesaid meeting.

2. The register of members and the share transfer books of the company will remain closed from th th18 September, 2010 to 25 (both days inclusive) in connection with the Annual

General Meeting.

3. Members are requested to send all transfer deeds, share certificates and other correspondence relating to registration of transfers, transmission endorsement of payment of allotment moneys etc. to the Registrar & Share Transfer Agents i.e.

LINK INTIME PRIVATE LIMITED (Formerly known as Intime Registry Limited)C-13, PANNALAL SILK MILLS COMPOUND,L.B.S. MARG, BHANDUP (WEST),MUMBAI-400 078

4. As per the Listing Agreement, particulars of Directors who proposed to be appointed and reappointed is furnished below :

Item No. 2 :

1 Name of Director Mr. Inderpal Singh Sabharwal

2 Age 40 Years

3 Date of Appointment 30.12.2005

4 Expertise in specific Marketing & Sales Administaration

5 Qualification B. Com

6 Directorship held in other Limited 1) M/s. Spareage (India) Private Ltd.Companies. 2) USS Hydraulic & Seals Pvt. Ltd.(Excluding Foreign Companies) 3) U.K. Hydraulic & Seals Pvt. Ltd.

7 Committee position held in other companies None

8 Number of Shareholdings 417198 Equity Shares

September, 2010

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Item No. 3 :

1 Name of Director Mr. Sarbjit S. Chaudhary

2 Age 59 years

3 Date of Appointment 30.12.2005

4 Expertise in specific Financial

5 Qualification Chartered Accountant

6 Directorship held in Other Limited Companies None

( Excluding Foreign Companies )

7 Committee position held in other Companies None

8 Number of Shareholdings Nil

5. Members are requested to bring their copy of the Annual Report at the meeting.

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DIRECTOR’S REPORT

To,The Members,United Van Der Horst Limited

nd TheDirectors have pleasure in presenting the 23 Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

31st March 2010 31st March 2009Rs. Rs.

Profit / (Loss) Before Taxation 4,355,922 7,418,934

Less / (Add) Current Tax 1,750,000 2,000,000

Less / (Add) Deferred Tax ( Provision ) (392,414) (870,298)

Add/(Less): Prior Period Tax Adjustments (1,673,239) --

Less: Fringe Benefit Tax ( Provision) -- 469,715

Profit / (Loss) After Taxation 1,325,097 5,819,517

Add/(Less): Prior Period Income (Expenses) 97,642 100,863

Net Profit After Taxtation 1,422,739 5,920,380

Profit / (Loss) brought forward (34,395,192) (40,315,572)

Profit / (Loss) carried to Balance Sheet (32,972,453) (34,395,192)

PERFORMANCE REVIEW

The company's turnover in the year 2009-10 has been Rs.731.18 lacs as compared to last year figure of Rs.794.25 lacs. The company has made a cash profit of Rs. 14.22 lacs against Rs. 59.20 lacs last year.

DIVIDEND

In view of the accumulated losses your Directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS

The Company had not accepted the deposits from the public as per Section 58A of the Companies Act,1956 and the Companies (Acceptance of Deposits ) Rules, 1975.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association Mr. Inderpal Singh Sabharwal and Mr. Sarbjit S. Chaudhary Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

thMr. Anup Singh resigned as the Director of the Company with effect from 26 September, 2009. The Board of Directors wish to place on record their sincere appreciation for the valuable contribution made by Mr. Anup Singh during his tenure of office.

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AUDITORS

The Company's Auditors M/s. Chokshi & Chokshi, Chartered Accountants retire on the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

COMPANY SECRETARY COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate from Shri. Virendra G. Bhatt, a practicing Company Secretary, as under Section 383A (1) of the Companies Act, 1956, which is enclosed herewith forming part of the Director's Report.

DIRECTOR’S RESPONSIBILTY STATEMENT

Your Directors give hereunder Directors Responsibility Statement pertaining to the accounts of the company

sti) that in preparation of the Annual Accounts for the year ended 31 March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

Ii) that the directors had selected such accounting policies and applied consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view

st of the state of affairs of the Company at the end of the financial year ended 31 March,2010 and the profit of the company for the year under review;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

stiv) that the annual accounts for the year ended 31 March, 2010 have been prepared on a “ going concern basis.”

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corproate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars under section 217(1)(e) of the Companies Act,1956 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished in Annexure to this report.

1) Total energy consumption of energy consumption per unit of production.

(Rs. in Thousand)

Particulars 2009-10 2008-09

Electricity Purhcased

i) Units 770670 770658

ii) Total amount (Rs. in '000) 47.75 43.92

iii) Rate / KWH (Rs.) 4.60 3.95

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2) Foreign Exchange Earnings and Outgo.

(Rs. in Thousand)

Particulars 2009-10 2008-09

Total Foreign Exchange Earned 3.13 16110

Total Foreign Exchange Outgo 5.11 1.01

PARTICULARS OF EMPLOYEES

No employees of the Company was in receipt of remuneration during the financial year 2009-2010 in excess of the sum prescribed under section 217(2A) of the Companies Act,1956 read with Companies ( Particulars of Employees ) Rules, 1975.

DISCLOSURE UNDER SECTION 274(1)(g)

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 274(1)(g) of the Companies Act,1956, as amended by the Companies (Amendment) Act, 2000.

ACKNOWLEDGEMENTS

Your Directors wish to thank Shareholders, Suppliers, Customers, Banks and Employees for their co-operation and support. Your Directors also wish to place on record the support of the Financial Institutions.

For Board of Directors

USHPAL SINGH SABHARWALChairman

thDate : 13 August, 2010Place : Mumbai


COMPLIANCE CERTIFICATE(Pursuant to Section 383A of the Companies Act, 1956)

Name of the Company : UNITED VAN DER HORST LIMITED

Registration No. : 11-044151

Authorised Capital : Rs. 50,000,000/- Paid-Up Capital - Rs. 39,948,500/-

To,

The Members,

United Van Der Horst Limited

I have examined the registers, records, books and papers of UNITED VAN DER HORST

LIMITED as required to be maintained under the Companies Act, 1956, and the rules made

thereunder and also the provisions contained in the Memorandum and Articles of Association of the

Company for the financial year ended on 31st March, 2010. In my opinion and to the best of my

information and according to the examinations carried out by me and explanations furnished to me by

the Company, its officers and agents, I certify that in respect of the aforesaid financial year :

1. The Company has maintained statutory registers stated in Annexure ‘A’ to this certificate as

per the provisions and the rules made thereunder.

2. The Company has filed the forms and returns as stated in Annexure ‘B’ to this Certificate,

with the Registrar of Companies. There were no returns required to be filed to Regional

Director, Central Government, Company Law Board or other authorities.

3. The Company being a Public Limited Company has the prescribed paid-up capital.

4. The Board of Directors duly met SEVEN times respectively on 25/04/2009, 28/07/2009,

26/08/2009, 26/09/2009, 31/10/2009, 30/01/2010 and 08/02/2010 in respect of which meetings

proper notices were given, and the proceeding were properly recorded and signed in the

minute's book maintained for the purpose.

5. The Company has closed its Register of Members from 19th September 2009 to 26th

September 2009 during the financial year.

6. The Annual General Meeting for the financial year ended 31st March, 2009 was held on

26th September, 2009 after giving due notice to the members of the Company and the

resolution passed thereat were duly recorded in the minutes book maintained for the

purpose.

7. No Extra-Ordinary General Meeting was held during the Financial Year.

8. As per information and explanation provided, the Company has not advanced any loan to

its Directors or Persons or Firms or Companies referred to under Section 295 of the Act.

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9. As per information provided and explanation provided to us the Company has entered into

contract falling within purview of Section 297 of the Act.

10. As per information and explanation provided to us, the Company has made necessary

entries in the register maintained under Section 301 of the Act.

11. As per information and explanations provided to us, there were no instances falling within

the purview of Section 314 of the Act, the Company has not obtained any approvals from the

Board of Directors, members or Central Government as the case may be.

12. The Company has not issued any duplicate share certificate during the financial year.

13. There were transfer of Securities during the Financial Year.

i) There was no allotment and transmission of securities during the Financial Year.

ii) The Company has not deposited any amount in a separate Bank Account as no

dividend was declared during the Financial Year.

iii) The Company has not posted warrants to any member of the Company as no

dividend was declared during the Financial Year.

iv) The Company has duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors was duly constituted according to the Act. There was no

appointment of Additional Directors, Alternative Directors and Directors to fill casual vacancies

during the financial year but there was resignation of the Director during the financial year.

15. The Company has not appointed any Managing Director / Whole Time Director / Manager

during the Financial Year.

16. The Company has not appointed any sole selling agents during the Financial Year.

17. The Company was not required to obtain any approvals of the Central Government

Company Law Board, Regional Directors, and / or such authorities prescribed under

various provisions of the Act.

18. The Directors have disclosed their interest in other firms / companies to the board of the

Directors to the provision of the Act and the rules made thereunder.

19. The Company has not issued any Share, Debentures or other Securities during the

Financial Year.

20. The Company has not bought back any shares during the Financial Year.

21. There was no redemption of preference share or debentures during the Financial Year.


11

Signature

Place: Mumbai Virendra G. BhattPractising Company Secretary C, P. No. 124A.C.S. No. 1157


22. There was no transaction necessitating the company to keep in abeyance the rights to

Dividend, Rights Shares and Bonus Shares pending registration of transfer of shares.

23. As per the Auditor's Report and the explanation provided, the Company has not accepted

any deposits from the Public under Section 58A and 58AA of the Companies Act, 1956.

24. The Company has made any borrowings by way of Unsecured Loans from Directors and

Promoters during the Financial Year.

25. As per the information provided the Company has not made loans and investments or given

guarantees or provided securities to other bodies corporate in compliance with the provisions of

the Act and was not required to make entries in the register kept for the purpose during the

Financial Year.

26. The Company has not altered the provisions of the memorandum with respect to situation

of the Company's Registered Office from one state to another during the year under

scrutiny.

27. The Company has not altered the provision of the memorandum with respect to the object

of the Company during the year under scrutiny.

28. The Company has not altered the provision of the memorandum with respect to name

of the Company during the year under scrutiny.

29. The Company has not altered the provision of the memorandum with respect to Share

Capital of the Company during the year under scrutiny.

30. The Company has not altered its articles of association during the Financial Year.

31. There was no prosecution initiated against or show cause notices received by the

Company, during the Financial Year for offences under the Act.

32. The Company has not received any money as security from its employees during the

financial year.

33. As per the information provided before us the Company has deposited both employees &

employer's contribution to the provident fund with prescribed authorities pursuant to

Section 418 of the Act.


ANNEXURE A :

1. Register of Members’ u/s 150.

2. Register of Directors u/s.301.

3. Register of Directors share holding u/s 307.

4. Register of Charges u/s130.

5. Register of Directors u/s 303.

6. Minutes books for minutes of meeting of the board and shareholder.

ANNEXURE B :

Forms and returns filed by the Company with the Registrar of Companies, during the financial year ending on 31st March 2010.1. Annual Return u/s 159 till the date of AGM filed on 22/10/2009 bearing ROC Challan No.

P36869642.

2. Balance Sheet u/s 210 for the financial year ended on 31st March 2009 filed on 14/10/2009bearing ROC Challan No. P36062099.

3. Compliance Certificate u/s 383A for the Financial year ended 31st March 2009 filed on08/10/2009 bearing ROC Challan No. P35541036.

4. Form 32 for resignation of Shri Anup Singh as the Director of the Company filed on 09/10/2009bearing ROC Challan No. A70596655.

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MANAGEMENT DISCUSSION & ANALYSIS

BUSINESS REVIEW

Your company operates in the Refurbishing, Restandardising & Reconditioning Industry, which is segmented in Service Industry. Your company provide, Reconditioning, Repairing and Maintenance Service.

The major customers are Shipping Companies, Oilfield Companies, Chemical & Fertilizer, Steel & Mining, Cement Companies etc. These companies make use of our facilities for repair and save on replacement cost. Though the utilization of our services is on lower side with API certification Oilfield Companies in particular and the Industry in general are benefited due to procedures and quality systems in place.

Since, there are very few companies in organized sector for reconditioning & refurbishing, overall performance can not be highlighted.

The company has undergone for modernization in a big way and has introduced computers and created separate I.T.department. Upgradations of plant & machineries have also been taken on priority basis.

FINANCIALS

The company's turnover in the year 2009-10 has been Rs. 731.18 lacs as compared to last year figure of Rs. 794.25 lacs and the company has made a cash profit of Rs. 14.22 lacs as compared to Rs. 59.20 lacs of the last year.

PRODUCT CONCENTRATION RISK

The company concentrates on reconditioning & refurbishing activities specifically being the core business since its inception. Company entering into other type of repair and maintenance services, will mitigate the risk. INTERNAL CONTROL & ADEQUACY

The company has in place adequate internal control systems covering all its operations. Proper accounting records highlight the economy and efficiency of operations, safeguarding of assets against unauthorized use or losses, and the reliability of financial and operational information.

Some of the significant features of the internal control systems are

lFinancial & Commercial functions have been structured to provide adequate support and controls of the business.

lThe Company has an Internal Audit system conducted by the group Internal Audit Department under the direct supervision of an Independent Director.

lClear delegation of power with authority limits for incurring capital and revenue expenditure.lStandard operating procedures and guidelines are reviewed periodically to ensure

adequate control.

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PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is concerned with the creation of long term value of shareholders while also balancing interest of other stakeholders viz. Employees, Creditors, Government and the Society at large. Corporate Governance is crucial as it build confidence and trust, which eventually leads to a more stable and sustained resources flow and long term partnership with its investors and other stake holders.

The Corporate Governance framework will encourage efficient use of resources and ensuring accountability for these resources. Its importance lays in the contribution it makes to the overall growth and direction of the business, management accountability and transparency and above all, equitable treatment for its stakeholders.

In sum, Corporate Governance reinforces the concept of “Your Company” and emphasis that the Chairman and the Board of Directors are your fiduciaries and trustees are engaged in pushing the business forward and maximizing the value for you, the shareholders.

CORPORATE GOVERNANCE

Your Company believes in adopting the best corporate governance practices and protecting rights and interests of stakeholders. We further believe that the shareholders have the right to know the complete information of the Board of Directors and the management, their interest in the organization as well as governance practice to be followed by them.

The report on Corporate Governance is divided in to five parts

1. Board of Directors 2. Committees of the Board 3. Disclosure 4. Means of Communication 5. Shareholder Information

I. BOARD OF DIRECTORS

The Business of the Company is managed by the Board of Directors. The Board formulates the strategy, regularly reviews the performance of the Company and ensures that the previously agreed objectives are met on consistent basis . The Managing Director manages the day-to-day operations of the company.

The Board of Directors has the ideal composition with half of the directors being Non Executive Directors. The Non Executive Directors are Independent Directors and bring external and wider perspective in depth business deliberations which enables qualitative decisions making.

They received sitting fees for attending the meetings and did not have any other material or pecuniary relationship or transaction with the Company.

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stA. The Composition of the Board as on 31 March, 2009 and details of the Board Meeting held and attendance of the Directors

Name of Directors Designation Attendance in Board Directorship in Other Limited Attendance Meetings Companies and Committee at last AGMHeld Attended Membership as on 31.03.2010

Other Board Other Board (exclude CommiteesUVDHL) (exclude UVDHL)

Chairman Member

Mr. Ushpal Singh Chairman & 7 7 3 One NIL PresentSabharwal Executive

Director

Mr.Inderpal Singh Vice Chairman 7 7 2 NIL NIL PresentSabharwal & Managing

Director

Mr. V.D.Sambre Director Non - 7 6 1 NIL NIL PresentExecutive &Independent

Mr. S.S.Chaudhary Director Non - 7 6 NIL NIL NIL PresentExecutive &Independent

Mr. Anup Singh* Director Non - 7 NIL NIL NIL NIL AbsentExecutive &Independent

*Mr. Anup Singh resigned from Directorship with effect from 26th September, 2009.

B. BOARD PROCEDURES

Board Members are given appropriate documents and information in advance of each Board and

Committee Meetings. To enable the Board to discharge its responsibilities effectively, the

Managing Director reviews the overall company performance. The functions performed by the

Board include the review of :

lStrategy and Business PlanslAnnual Operating and Capital Expenditure Budgets lInvestments and Exposures limitslBusiness risk analysis and control lSenior Executive appointment lCompliance with statutory / regulatory requirements and review of major legal issues lAdoption of quarterly results / annual results lTransactions pertaining to purchase, disposal of property , major provisions and write offs.

C. BOARD MEETING

The Meetings of the Board of Directors are scheduled well in advance and the folder containing

the agenda for the meetings with detail review of all aspects of the Company Business, including

performance of the company, employee's relations, capital expenditure etc. is circulated to all the

Directors. It also highlights important matters discussed at the audit committee, shareholders

grievance committee and remuneration committee. During the financial year 2009-2010


SEVEN {7} Board Meetings were held on 25/04/2009, 28/07/2009, 26/08/2009, 26/09/2009,

31/10/2009, 30/01/02010 & 08/02/2010.

D. CODE OF CONDUCT

The Board of Directors and the Senior Management of the Company have adopted the code of

conduct & responsibilities of the Board towards the company in the Board Meeting held on

02.03.2005.

II COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee has the members with sound knowledge of finance, accounting and law. The

Committee deals with accounting matters, financial reporting and internal controls. The power and

role of the Audit Committee is as per guidelines set out in the amended listing agreements. The

committee monitors any proposed changes in the accounting policy, accounting implications of

major transactions etc. The committee also closely reviews the adequacy of Internal Audit

Controls, formulates and monitors the annual audit plan including appointment, re-appointment

and removal of Statutory Auditors and fixing their remuneration. During the financial year the Audit

Committee met FIVE {5} times on 25/04/2009, 28/07/2009, 26/08/2009, 31/10/2009, 30/01/2010.

Name of Members Designation No. of Meetings No. of Meetings

held Attended

Mr. S.S.Chaudhary Chairman 5 5

Mr. V. D. Sambre Member 5 5

Mr. Anup Singh* Member 5 NIL

* Mr. Anup Singh resigned as member w.e.f. 26/09/2009

B. REMUNERATION COMMITTEE

The Remuneration Committee comprises the following :

Name of Members Designation

Mr. S.S. Chaudhary Chairman

Mr. V.D. Sambre Member

Mr. Anup Singh * Member

* Mr. Anup Singh resigned as member w.e.f. 26/09/2009.

No Remuneration Committee Meeting was held during the Financial Year 2009-2010.

Remuneration Policy

The remuneration of the Managing Director is decided by the Remuneration Committee based on criteria such as Industry Benchmarks , the company's performance vis.a.vis Industry , performance / track record of the Managing Director and is reported to the Board of Directors. Remuneration comprises a fixed component viz. Salary and Perquisites.

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The components of the total remuneration vary for different cadres and are governed by industry pattern, qualifications and experience of the employee, responsibilities handled, Individual Performance etc. The objectives of the remuneration policy are to motivate employees to excel in their performance , recognize their contribution and retain talent in the organization and reward merit.

Details of Remuneration to all the Directors during the year ended March 31, 2010.

Name of Directors Salary Perquisites Sitting Total Service(Amt. (Amt. Fees (Amt. Contractin Rs.) in Rs.) (Amt. in Rs.)

in Rs.)

Mr. Ushpal Singh Sabharwal 18,18,060/- NIL NIL 18,18,060/- 01/09/08 to

31/08/11

(3 years)

Mr. Inderpal Singh Sabharwal 19,13,748/- 2,88,000/- NIL 22,01,748/- 30/12/05 to

29/12/10

(5 years)

Mr. V. D. Sambre NIL NIL 11,000/- 11,000/- NA

Mr. Sarabjit Singh Chaudhary NIL NIL 11,000/- 11,000/- NA

C. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

a. The Composition of the Committee and the attendance of the members in the meetings are as follows:

Name of the Member Designation No. of Meetings No. of Meetings

Held Attended

Mr. Ushpal Singh Sabharwal Chairman 10 10

Mr. Inderpal Singh Sabharwal Member 10 10

The Committee deals with matter relating to:

lTransfer / Transmission of ShareslIssue of duplicate share certificateslReview of Shares dematerialized

The Shareholders Investor's Grievance Committee met 10 times during the financial year 2009-2010 on 15/06/2009, 31/08/2009, 30/09/2009, 15/10/2009, 16/11/2009, 15/12/2009, 31/12/2009, 30/01/2010, 26/02/2010, and 31/03/2010.

b) Name & Designation of Compliance Officer : Mr. Inderpal Singh SabharwalCompliance OfficerTel.No : 022-2741 2728Fax.No: 022-2741 2725

c) Number of Shareholder Complaints received so far : 14

d) Number of Complaints not solved to satisfaction : NIL

e) Number of pending complaints: NIL


GENERAL BODY MEETINGS

Details of Location and time of General Meetings held in last three years.

Year AGM/EGM Date Time Venue Special Resolution

2008-09 AGM 26/09/09 3.00 P.M. E 29/30 NONEMIDC, Taloja,Navi Mumbai

2007-08 AGM 30/09/08 3.00 P.M. E 29/30 1. Appointment of MIDC, Taloja, Mr. Ushpal Singh Navi Mumbai Sabharwal as an

Executive Chairman for a period of 3 yearseffective from 01/09/2008

2006-07 AGM 27/09/07 3.00 P.M. E 29/30 NONE M.I.D.C., TalojaNavi Mumbai

There were no resolution passed by the company through postal ballots at any of the above meetings. At the ensuing AGM there are no resolution proposed to be passed through postal ballot.

III DISCLOSURE

a. There were no materially significant related party transactions with the Promoters, Directors etc. that may have potential conflicts with the interest of the company at large.

b. There was no non compliance by the company, penalties structures imposed on the company by the Stock Exchange or SEBI or any statutory authority, on any matter relating to the capital markets during the last three years.

c. There were no pecuniary relationship or transactions of Non Executive Directors vis.a. vis the company as per the Accounting Standards laid down by the Institute of Chartered Accountants of India.

IV MEANS OF COMMUNICATION

The Annual and Quarterly results are submitted to the Bombay Stock Exchange Ltd. in accordance with the Listing Agreement and published in Free Press Journal & Nav Shakti News Papers and through website of the Company i.e. www.uvdhl.com.

V SHAREHOLDERS INFORMATION

1. ANNUAL GENERAL MEETING

thlDate & Time : 25 September 2010 at 10.30 a.m.

lVenue : E-29/30, MIDC Industrial Area,Taloja, Dist. Raigad 410208Maharashtra

th th2. Book Closure Date : 18 September, 2010 to 25 September, 2010(both days inclusive)

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3. Registered Office : E-29/30 . MIDC Industrial Area,Taloja, Navi Mumbai, Dist, Raigad -410208Maharashtra

4. Equity Shares listed : The Bombay Stock Exchange Limited {Code : 522091}

5. ISIN No. : INE890G01013

6. Stock Price Data

The monthly high and low shares prices during the year at BSE are as under.

MONTH HIGH LOW

April -2009 9.26 6.31

May -2009 10.16 7.55

June 2009 19.24 10.66

July 2009 18.90 13.95

August 2009 20.60 16.00

September 2009 21.90 17.20

October- 2009 19.10 15.35

November -2009 18.70 13.60

December 2009 31.80 16.80

January 2010 45.70 32.50

February 2010 35.85 25.30

March 2010 28.45 21.85

7. Registrar & : LINK INTIME PRIVATE LIMITEDTransfer Agents (Formerly known as Intime Registry Limited)

C- 13, Pannalal Silk Mills Compound,LBS Marg, Bhandup (West), Mumbai 400 078

8. DISTRIBUTION OF SHAREHOLDINGS AS ON 31.03.2010

No. of Equity Shares held Shareholders Share Amount ( Rs.)

Nos. Nos. % Nos %

1-5000 5713 96.2760 7292070 18.25105001-10000 136 2.2920 1081450 2.707010001-20000 44 0.7410 649510 1.626020001-30000 14 0.2360 343190 0.859030001-40000 8 0.1350 292860 0.733040001-50000 2 0.0340 90650 0.227050001-100000 5 0.0840 365490 0.91501000001- Above 12 0.2020 29839780 74.6820

Total 5934 100.0000 39955000 100.0000

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9. CATEGORY OF SHAREHOLDINGS AS ON 31.03.2010

CATEGORY NO.OF SHARES % OF SHAREHOLDING

Promoters & their relatives 2612448 65.38

Persons Acting in Concerts 82766 2.07

Banks / FIs / Insurance Co. 900 0.02(Central / State Govt. /Non Govt. Institutions )

Corporate Bodies 101201 2.53

Mutual Funds & UTI 700 0.02

Indian Public 1190518 29.80

NRI 266 0.01

Clearing Members 6701 0.17

Total 3995500 100.00

10. FINANCIAL RELEASE DATES FOR THE YEAR 2010- 11

Quarter Release Date (Tentative and Subject to Change)

1st Quarter ending 30th June End of July, 2010

2nd Quarter ending 30th September End of October, 2010

3rd Quarter ending 31st December End of January, 2011

4th Quarter ending 31st March End on April, 2011

11. DEMAT POSITION AS ON 31.03.2010

Total No. of Shares in Percentage % Shares in Percentage %Fully paid up demat form physical form

shares

3995500 3304059 82.69 % 691441 17.31 %

12. The Company has no outstanding GDR / Warrant and / Convertible bonds.

20


AUDITOR’S CERTIFICATE

Certificate of compliance from auditors as stipulated under clause 49 of the listing agreement of the stock exchanges in india.

To The Members of

United Van Der Horst limited,

We have examined the compliance of conditions of Corporate Governance by United

Van Der Horst Ltd for the year ended on 31st March, 2010, as stipulated in clause 49 of the

Listing Agreement of the said company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has generally complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

For Chokshi & Chokshi

Place : Mumbai Chartered Accountants

FRN. 101872W

Pooja Mehta

Partner

M. No. 133578


21


AUDITOR'S REPORTTo,The MembersUNITED VAN DER HORST LIMITED

1. We have audited the attached Balance sheet of United VanDer Horst Limited (the ‘Company’) as at March 31, 2010, the Profit and Loss account and also the Cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion

3. As required by the Companies (Auditor’s Report) Order 2003 (as amended) (the ‘Order’), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to comments in the Annexure referred to in paragraph (2) above, we report that:

a. The Company continues to disclose the results on going concern basis despite of erosion ofmore than 50% of the average net worth for last four years, relying upon the improvingprofitability / net worth position. In addition, the management explanations in this regardhave been relied upon (Refer note 15 of Schedule 16).

b. Sundry Debtors Rs 2,17,74,401/-, Sundry Creditors Rs 61,47,760/-, advances againstexpenses, advance to contractors, sub-contractors and creditors having debit balancesamounting to Rs 13,38,821/-, Advance received 1,51,07,949 /- are subject to reconciliationand confirmation with respective parties. Reliance is placed on management certificate inthe issuance of confirmations. (Refer note 6 of Schedule 16).

c. We have obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purposes of our audit;

d. In our opinion, proper books of account as required by law have been kept by the Companyso far as appears from our examination of those books;

e. The Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by thisreport are in agreement with the books of account;

f. In our opinion, the Balance Sheet, Profit and Loss account and Cash flow Statement dealtwith by this report comply with the accounting standards referred to in sub-section (3C) ofsection 211 of the Companies Act, 1956.

g. On the basis of written representations received from the directors, as on March 31, 2010and taken on record by the Board of Directors, we report that none of the directors isdisqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) ofsub-section (1) of section 274 of the Companies Act, 1956;

22


h. Subject to 4th Paragraph above, in our opinion and to the best of our information andaccording to explanations given to us, the said accounts read with the significant accountingpolicies and the notes thereon, give the information required by the Companies Act, 1956, inthe manner so required, and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

(i) In the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

(ii) In the case of Profit and Loss account, of the profit for the year ended on that date; and

(iii) In the case of Cash Flow Statement, of the cash flows for the year on that date.


For CHOKSHI AND CHOKSHIChartered Accountants

FRN : 101872W

Pooja Mehta

PartnerPlace : Mumbai. M. No. 133578

ANNEXURE TO THE AUDITOR'S REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF UNITED VAN DER HORST LIMITED ON THE

STACCOUNTS FOR THE YEAR ENDED 31 MARCH 2010.

i. (a) The Company has not updated /maintained records showing full particulars, includingquantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management as per the system ofverification followed by the Company. In our opinion, the frequency of verification isreasonable having regard to the size of operations and assets of the Company. According tothe information and explanations given to us, no material discrepancies were noticed onsuch verification to the extent records available.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantialpart of the fixed assets of the Company and such disposal, in our opinion, not affected thegoing concern status of the Company.

ii. (a) The inventory has been physically verified by the management as at the end of the year, the

frequency of verification is reasonable having regard to the nature of inventories held by theCompany.

(b) In our opinion the procedure of physical verification of inventories followed by themanagement, subject to remarks in (c) herein below, are reasonable and adequate inrelation to the size of the Company and the nature of its business.

(c) The Company is maintaining records of inventory. The discrepancies on physicalverification of inventory as compared to the available book records were not material andhave been dealt with in the books of account.

23


iii. (a) According to the information and explanations given to us, the Company has not grantedany loans, secured or unsecured, to companies firms or other parties covered in the registermaintained under section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c)and (d) of the order are not applicable.

(b) According to the information and explanations given to us, the Company has continued loanfrom a group Company in which the directors of the Company are substantially interested.The register in respect of transactions under section 301 of the Companies Act 1956 is beingmaintained. The maximum amount involved during the year is Rs 2,28,79,525 /- and yearend balance was Rs 1,02,00,000/- (Previous Year Rs. 3,54,47,315 /-).

(c) The rate of interest and other terms and conditions of unsecured loan taken by the Company are prima facie not prejudicial to the interest of the Company.

(d) Reasonable steps as per mutual decision between the parties have been taken by the

Company for payment of the Principal and interest.

iv. In our opinion and according to the information and explanations given to us, there is anadequate internal control system commensurate with the size of the Company and the nature ofits business with regard to purchase of inventory and fixed assets and for the sale of goods andservices During the course of our audit, we have not observed any major weaknesses in theaforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintainedunder section 301 of Companies Act 1956 have been so entered.

(b) In our opinion and according to our information and explanations given to us, thetransactions made in pursuance of such contracts or arrangements entered in the registermaintained under section 301 of the Companies Act, 1956 and exceeding value of rupeesfive lacs in respect of any party during the year, have been made at prices which arereasonable having regard to the prevailing market price at the relevant time.

vi. (a) In our opinion and as per the information and explanations given to us, the Company has notaccepted any deposits from the public as defined under section 58A and 58AA of theCompanies Act 1956 and Companies (Acceptance of Deposits) Rules, 1975 are notapplicable.;

(b) There have been no proceedings before the Company Law Board, National Company LawTribunal, Reserve Bank of India, any Court or any other tribunal in this matter.`

vii. In our opinion, the internal audit functions carried out during the year by the Company’s internal

audit department have been commensurate with the size of the Company and nature of itsbusiness; however the frequency and scope of the work needs to be enhanced.

viii. According to information and explanation given to us maintenance of cost records has not beenprescribed by the Central Government under clause (d) of sub-section (1) of section 209 of theCompanies Act, 1956.

ix. a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education Fund and Protection Fund, Employees StateInsurance, Income Tax, Sales Tax, Excise Duty, Wealth Tax, Service Tax, Cess and anyother statutory dues with the appropriate authorities whenever applicable. There are noarrears of outstanding statutory dues as on the last day of the financial year concerned for aperiod of more than six months from the time they became payable;

24


(b) According to information and explanations given to us, no undisputed amounts payable inrespect of provident fund, investor education and protection fund, employees’ stateinsurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess andother undisputed statutory dues were outstanding, at the year end, for a period of more thansix months from the date they became payable.

(c) According to information and explanations given to us, and based on the records of theCompany examined by us, the following are the particulars of disputed dues on account ofincome tax, and sales tax which have not deposited by the Company as at March 31, 2010:

Nature Financial Amount in ForumYear Dispute (Rs.)

Income Tax 2002-03 30,94,894 Commissioner of

Income Tax (Appeals)

Sales Tax 2002-03 1,25,871 Sales Tax Officer

Sales Tax 2003-04 68,257 Sales Tax Officer

Sales Tax 2004-05 1,01,755 Sales Tax Officer

There were no other disputed amounts outstanding in respects of Sales Tax, Service Tax,Wealth Tax, Custom Duty, Excise Duty and Cess as at the last day of the Financial Year.

x. The accumulated losses as at March 31, 2010 are not less than 50% of net worth but there arecash profits since the preceding year. The accounts of the company have been prepared ongoing concern basis relying upon the profitability and net worth trends. The managementexplanations thereto have been relied upon (Refer Note 15 of Schedule 16(B) of Notes toaccounts)

xi. In our opinion and as per the information and explanations given to us, the Company has notdefaulted in repayment of dues to financial institutions, banks and debenture holders.

xii. According to information and explanations given to us, the Company has not granted loans andadvances on the basis of security by way of pledge of shares, debentures and other securities.Therefore the provisions of clause (xii) of para 4 of the Order are not applicable to the Company.

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Thereforethe provisions of clause (xiii) of para 4 of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanation given to us the Company doesnot deal in shares, debentures and other investments.

xv. According to the information and explanations given to us, the Company has not given anyguarantee for loans taken by others from banks or financial institutions during the year.

xvi. In our opinion and according to the information and explanations given to us, term loans have notbeen availed by the Company from banks or financial institutions during the year. There is onevehicle loan of Rs.18,93,277 which is regularly serviced and applied for the relevant purpose.

xvii.According to the information and explanations given to us and on the basis of an overall review ofthe Balance Sheet of the Company, we report that funds raised on short term basis have, primafacie, not been used for long term investments.

25


26

xviii.The Company has not made any preferential allotments of shares to parties and companiescovered in the register maintain under section 301 of the Companies Act 1956 during the year.

xix. The Company has not issued any debentures during the year.

xx. The Company has not raised any money by public issue during the year.

xxi. During the course of our examination of the books of account carried out in accordance with thegenerally accepted auditing standards in India and as per the information and explanationsgiven to us, we have not come across any instance of fraud, either noticed or reported during theyear, on or by the Company.

For CHOKSHI AND CHOKSHIChartered Accountants

FRN: 101872W

Pooja Mehta

PartnerPlace : Mumbai. M.No. 133578



Balance Sheet as at March 31, 2010

As at As at

March 31, 2010 March 31, 2009

Schedule (Rupees) (Rupees) (Rupees) (Rupees)

SOURCES OF FUNDS

1. Shareholders’ Fund

(a) Share Capital 1 39,948,500 39,948,500

(b) Reserves & Surplus 2 2,210,190 42,158,690 2,210,190 42,158,690

42,158,690 42,158,690

2. Loan Funds

(a) Secured Loans 3 26,389,203 25,766,584

(b) Unsecured Loans 4 11,912,034 38,301,236 37,965,145 63,731,728

3. Defferred Tax Liability(net) 1,006,416 1,398,830

Total 81,466,342 107,289,248

APPLICATION OF FUNDS:

4. Fixed Assets

(a) Gross Block 5 109,352,297 105,014,379

(b) Less: Depreciation & Impairment 86,227,495 80,624,232

(c) Net Block 23,124,802 24,390,147

5. Current Assets,

Loans & Advances 6

(a) Inventories 19,027,647 20,324,515

(b) Sundry Debtors 21,774,401 30,777,582

(c) Cash & Bank Balances 536,984 622,299

(d) Loans & Advances 1,779,220 2,315,154

(e) Other Current Assets 10,406,349 10,579,785

53,524,602 64,619,336

6. Current Liabilities & Provisions 7

(a) Current Liabilities & Provisions 28,155,515 16,115,427

28,155,515 16,115,427

7. Net Current Assets 25,369,087 48,503,909

8. Debit Balance in Profit And Loss Account 32,972,453 34,395,192

TOTAL 81,466,342 107,289,248

Significant Accounting Policies

and Notes 16

The Schedules referred to above form an integral part of the Balance Sheet.

27

As per our report of even date attached

For and behalf of

FOR CHOKSHI & CHOKSHIChartered Accountants

FRN : 101872W


Place: Mumbai

Pooja Mehta

PartnerM. No. 133578

Signature to Balance Sheet & Schedules 1 to 16

For and on behalf of the Board

Ushpal Singh Sabharwal Inderpal Singh SabharwalExecutive Chairman Vice Chairman and M.D.

Vijaychand D. Sambre Ravindra V. GhagDirector Independent Chief Accounts Officer


Profit and Loss Account for the year ended March 31, 2010

As at As at31st March,2010 31st March,2009

Income Schedule (Rupees) (Rupees)SalesManufacturing & Job Work 72,874,242 79,424,820 Trading 244,253 --Other Income 8 225,348 117,278(Increase) / Decrease in Inventory 9 (1,323,142) (1,497,438)

72,020,701 78,044,660

ExpenditureMaterial & Stores Consumed 10 12,522,026 16,000,616Power & Fuel 4,775,089 4,412,823Labour Charges 9,066,851 8,669,819Bad Debts/Sundry Balances Written Off 11Employees’ Cost 12 11,512,944 11,388,829Other Expenses 13 14,342,640 15,315,114Interest 14 5,610,158 5,775,857Depreciation 5 5,603.263 5,269,104Directors remuneration 3,731,808 2,880,000

67,664,779 70,625,727Profit /(Loss) Before Taxation 4,355,922 7,418,934Less : Provision for Taxation(a) Current Tax 3,423,239 2,000,000(b) Deferred Tax (392,414) (870,298)(c) Fringe Benefit Tax -- 469,715Profit/(Loss) After Taxation 1,325,097 5,819,517

*Including Short Provision of Tax forPrevious Year Rs. 16,73,239 -Add Prior Period Income 15 97,642 100,863

1,422,739 5,920,380Profit (loss) brought forward (34,395,192) (40,315,572)Profit (loss) carried to Balance Sheet (32,972,453) (34,395,192)

Earnings per share(Equity shares of Rs 10/- each)Basic Earning Per Share (in Rs) 0.33 1.46Number of shares used in computing earnings per share 3,995,500 3,995,500

Significant Accounting Policiesand Notes 16

The Schedules referred to above form an integral part of the Profit & Loss Account.

500,000 913,565

28

Signature to Balance Sheet & Schedules 1 to 16

For and on behalf of the Board

Ushpal Singh Sabharwal Inderpal Singh SabharwalExecutive Chairman Vice Chairman and M.D.

Vijaychand D. Sambre Ravindra V. GhagDirector Independent Chief Accounts Officer

As per our report of even date attachedFor and behalf ofFOR CHOKSHI & CHOKSHIChartered AccountantsFRN : 101872W

thDate : 13 August, 2010Place: Mumbai

Pooja MehtaPartnerM. No. 133578


SHEDULES FORMING PART OF THE BALANCE SHEETAS AT 31st MARCH 2010

As at As at31/03/2010 31/03/2009

(Rupees) (Rupees)SCHEDULE ‘1’SHARE CAPITALAuthorised5,000,000 Equity Shares of Rs. 10 each 50,000,000 50,000,000

Issued, Subscribed and Paid up3,995,500 Equity Shares of Rs. 10/- each fully paid 39,955,000 39,955,000(Previous year - 39,95,500 Equity Share of Rs. 10/-each fully paid)Less: Calls Unpaid. (6,500) (6,500)

TOTAL 39,948,500 39,948,500

SCHEDULE ‘2’RESERVES AND SURPLUS :Capital ReservesCapital Receipts 2,210,190 2,210,190

TOTAL 2,210,190 2,210,190

SCHEDULE ‘3’SECURED LOANS

From Banks / Financial InstitutionsState Bank of India (Term Loan) 1,495,066 2,174,360(Secured against Plant & Machineries)

ICICI Bank Ltd. 4,754,257 3,791,356(Secured against Motor Cars - Vehicles)

Cash Credits from Bank 20,139,880 19,800,868(Secured by first charge by way of hypothecation of allStocks, Book Debts & all other current assets of thecompany & collateral security by way of second chargeon the fixed assets.)

TOTAL 26,389,203 25,766,584

SCHEDULE ‘4’Unsecured LoanCiti Bank 80,112 --Loan from Director's 140,307 872,933Inter Corporate Deposit 10,200,000 35,447,315Interest Accrued on inter-corporate deposit 1,491,615 1,644,897

TOTAL 11,912,034 37,965,145

29


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30


Schedules Annexed to and forming part of theBalance Sheet as at 31st March 2010

As at As at31/03/2010 31/03/2009

(Rupees) (Rupees)SCHEDULE ‘6’CURRENT ASSETS, LOANS AND ADVANCES

Inventories:(At lower of cost or net realisable value as taken,valued and certified by the management)Raw Materials 6,291,501 6,265,227Work in Progress of Refurbishing, RestandardisingRepairs and Service 6,153,851 14,059,288Work in Progress - of Hydraulic / Pneumatic

Cylinder Parts 6,582,295 -

Total 19,027,647 20,324,515

Sundry Debtors :

More than six monthsConsidered good 4,727,628 16,512,370Considered doubtful - -Other debts 18,546,773 15,265,212

23,274,401 37,777,582Less: Provision for Doubtful Debts (1,500,000) (1,000,000)

Total 21,774,401 30,777,582

Cash and Bank Balances:Cash in hand 85,776 178,118Balances with Scheduled Banks:Earnest Money Deposits 412,175 360,125In Current Accounts 39,033 84,056

Total 536,984 622,299

Loans and Advances :(Unsecured and considered good, unless otherwise stated)Advances recoverable in Cash or in kind or for value to be received.Considered good. 1,779,220 2,315,154

Total 1,779,220 2,315,154

31


Schedules Annexed to and forming part of theBalance Sheet as at 31st March 2010

As at As at31/03/2010 31/03/2009

(Rupees) (Rupees)Other Current AssetsAdvance Tax AY 09-10 (Net of Provision for Tax) - 1,000,000Self Assesment Tax AY 08-09 635,960 677,963Work Contract Tax 2008-09 6,221 6,221Work Contract Tax 2009-10 10,749 -Tax Deducted at Source 4,983,124 4,799,553Income Tax Dues Receivables - 31,996Vat receivable 922,184 437,687Cenvat Credit Receivable (Capital Goods) 64,134 36,254Cenvat Credit Receivable (Raw Materials) 36,263 -Deposits (Refer Note 8 of Schedule 16(B)) 3,747,713 3,590,111

Total 10,406,349 10,579,785

SCHEDULE ‘7’CURRENT LIABILITIES AND PROVISIONS:Sundry CreditorsDue to Micro, Small & Medium Enterprise - -Due to Co.other than Micro, Small & Medium Ent. 6,147,760 7,522,740Other Liabilities 5,386,366 6,773,959Advance Received from Customers 15,107,949 916,118Provision of Income Tax (Net of Advance Tax 2010-11) 500,000 -Provision of Income Tax (Net of Advance Tax 2009-10) 1,000,000 -Provision of Fringe Benefit Tax (Net of Advance FBT) 13,440 902,610

Total 28,155,515 16,115,427

32

**Other Liabilities includes Statutory Liabilities


Schedules Annexed to and forming part of theProfit & Loss A/c as at 31st March 2010

As at As at31/03/2010 31/03/2009

(Rupees) (Rupees)SCHEDULE ‘8’OTHER INCOMEInterest received 136,318 42,816

Interest / Sundry Creditors Written Back 48,613 -

Miscellaneous Receipts / Income 40,417 74,462

225,348 117,278

SCHEDULE ‘9’

(Increase) / Decrease in Inventory

Work in Progress

Opening Balance 14,059,288 14,627,973

Less : Closing Balance 6,153,851 14,059,288

7,905,437 568,685

Work in Progress - Hydraulic / Pneumatic Cylinder Parts

Opening Balance - 928,753

Less : Closing Stock 6,582,295 -

(6,582,295) 928,753

Total 1,323,142 1,497,438

SCHEDULE ‘10’

MATERIALS CONSUMED

Opening Stocks : 6,265,227 6,499,733

Add: Purchases during the yr. 12,548,300 15,766,110

18,813,527 22,265,843

Less : Closing Stock 6,291,501 6,265,227

Total 12,522,026 16,000,616

SCHEDULE ‘11’

Bad Debts / Sundry Balances written off

Sundry Balances Written off - 413,565

Bad Debts 500,000 500,000

Total 500,000 913,565

33


34

As at As at31/03/2010 31/03/2009

(Rupees) (Rupees)

Schedule ‘12’

Employees Remuneration

Employee's Remuneration 1,733,995 4,937,904

Salaries & Wages 4,119,894 4,475,805

Contribution to Provident Fund & other Funds 297,533 254,461

Workmen & Staff Welfare Expenses 830,257 1,714,659

Retainership Charges 4,531,265 4,943,904

Total 11,512,944 11,388,829


Schedules Annexed to and forming part of theProfit & Loss Account as at 31st March 2010

As at As at31/03/2010 31/03/2009

(Rupees) (Rupees)SCHEDULE ‘13’OTHER EXPENSESInsurance 350,948 76,418Conveyance and Travelling 711,097 787,880Telephone, Postage and Telegram 590,309 741,309

Repairs and Maintenance :To Machinery 54,616 490,004To Building 76,427 353,141To Others 632,673 763,716 510,386 1,353,531

Rent Rates and Taxes 4,305,388 2,148,299

Freight and Transport 936,244 1,304,108

Directors Sitting Fees 22,000 24,000

Security Services 592,246 566,429

Bank Charges 490,083 386,457

Sales Promotion Expenses 2,088,873 3,892,579

Legal & Professional Charges 883,912 1,213,033

Motor Car Expenses 740,256 474,482

Printing, Stationary & Subscription 287,696 231,290

Share Transfer & Other Registration Charges 33,243 43,133

Selling & Distribution Expenses 900,881 249,509

Miscellaneous Expenses 616,749 1,814,155

Donation 29,001 8,503

TOTAL 14,342,640 15,315,114

35


Grouping to Profit & Loss Account for the year 2009-2010

As at As at

31/03/2010 31/03/2009

(Rupees) (Rupees)

MISCELLANEOUS EXPENSES

Petty Cash Expenses - 10,000

Loss on Sale on Assets - 1,258,345

Sundry Expenses 298,179 389,335

Custom Duty Charges - 144,875

Sales Tax Liability 295,883 -

Exchange Rate Loss 22,687 11,600

TOTAL 616,749 1,814,155

FREIGHT

Courier Charges 95,942 60,865

Freight & Octroi 751,935 1,041,199

Transport Charges 17,860 47,690

Packing & Forwarding Charges 1,122 1,066

Shipment Expenses 61,385 86,303

Loading & Unloading Charges 8,000 66,985

TOTAL 936,244 1,304,108

CONVEYANCE & TRAVELLING EXPENSES

Conveyance Expenses 184,528 144,435

Travelling Expenses - Directors 228,576 413,131

Travelling Expenses - Others 297,993 230,314

TOTAL 711,097 787,880

TELEPHONE, POSTAGE & TELEGRAM EXPENSES

Telephone Charges 588,284 684,827

Loading & Unloading charges 2,025 56,482

TOTAL 590,309 741,309

36


As at As at

31/03/2010 31/03/2009

(Rupees) (Rupees)

SHARE REGISTRATION & TRANSFER EXPENSES

Share Registration & Transfer Expenses - -

Registration Charges 1,435 15,308

Listing Fees 31,808 27,825

TOTAL 33,243 43,133

LEGAL & PROFESSIONAL FEES

Legal Charges 82,236 20,718

Professional Charges 225,383 169,614

Tender Fees 3,012 3,000

Testing Fees 220,756 604,370

License Fees 187,075 295,331

Auditors Fees 165,450 120,000

TOTAL 883,912 1,213,033

37


Schedules Annexed to and forming part of theProfit & Loss Account as at 31st March 2010

As at As at31/03/2010 31/03/2009

(Rupees) (Rupees) (Rupees)SCHEDULE ‘14’INTEREST

On LoansFrom Banks 3,661,763 2,966,367From Others 1,948,395 2,809,490

TOTAL 5,610,158 5,775,857

SCHEDULE ‘15’PRIOR PERIOD INCOME

Excise Duty expensed offlast year now capitalised 105,442

Excess depreciation chargedin last year now reversed - 42 105,484

Less : Depreciation not chargedin last year now charged 393

Excise duty Capitalised in lastyear now expensed off - 4,228 4,621

Commission Income 97,642

TOTAL 97,642 110,105

38


SCHEDULE "16"

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF BALANCE SHEET AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010.

A) Significant accounting policies:

The financial statements are prepared under the historical cost convention on accrual basis in accordance with thegenerally accepted accounting principles, requirements of the Companies Act 1956 and the applicable accountingstandards issued by Institute of Chartered Accountants of India notified under Companies (Accounting Standards)Rules, 2006.

The preparation of financial statements requires the management of the Company to make estimates andassumptions that affect the reported balances of assets and liabilities and disclosures relating to the Contingentassets and liabilities as at the date of the financial statements and reported amounts of income and expensesduring the period. Example of such estimates include provisions for doubtful debts, employee retirement benefitplans, provision for income taxes, and the useful life of fixed assets and intangible assets.

Fixed assets are stated at historical cost. Cost includes related taxes, duties (net of CENVAT/ VAT credit), freightinsurance, Impairment etc. attributable to bringing the assets to working condition for intended use, pre-operationalexpenses and technical fees paid for transfer of technology, relating to assets less accumulated depreciation. Allamounts incurred for fixed assets pending completion/installation /ready for use are taken as Capital Work InProgress.

The cost of leasehold land is amortized over the period of the lease. The Company provides depreciation on all thefixed assets other than leasehold land, tooling and fabricated assets on Straight line basis at the rates prescribedunder Schedule XIV of the Companies Act 1956. Depreciation on assets fabricated by the Company is charged foronly half year on Straight line basis. Depreciation on exchange difference on Capital account is provided on straightline basis on the balance life of the assets.

At each balance sheet date, the carrying amounts of fixed assets are reviewed by the management to determinewhether there is any indication that those assets suffered an impairment loss. If any such indication exists, therecoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverableamount is the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated futurecash flows expected from the continuing use of the asset and from its disposal are discounted to their present valueusing a pre-tax discount rate that reflects the current market assessments of time value of money and risks specificto the asset.

Raw material, Packing Material. Stores & Spares and work in Process are valued at cost or Net realisablevalue which ever is lower. However these items are considered to be realisable at the cost if the FinishedProducts in which they will be used are expected to be sold at or above cost. (its valued at cost).Cost is determined on FIFO Basis. Stock is determined on FIFO Basis.Finished Goods are valued at cost or net realisable value which ever is lower. Work in progress is valued by estimation of the stage of each job as a percentage of net invoices as reducedby estimated profit margin.

Contributions to Provident Fund & ESIC, under a defined contribution scheme are charged to the Profit and LossAccount. A provision for gratuity is made as per the Payment of Gratuity Act, 1972. Actuarial gains and losses are

1. Method of accounting :

2. Use of estimates :

3. Fixed Assets :

4. Depreciation :

5. Impairment of Assets :

6. Inventories :

i.

ii.iii.iv.

7. Employee Benefits :

39


recognised immediately in the statement of Profit and Loss Account as income or Expenses. As per the AccountingStandard 15 (Revised) issued by The Institute of Chartered Accountants of India, the liability in respect of earnedLeave Encashment is provided on accrual basis.

Revenue is recognized based on the nature of activity when consideration can be reasonably measured and thereexist reasonable certainty of its recovery.

All revenues are generally recognized on accrual basis.Jobs completed, inspected by clients and invoiced are included in sales, pending delivery.Income is stated net of duties and taxes.

Foreign Currency Transactions are accounted at the rate of exchange prevailing on the date of theTransactions.Monetary items, denominated in foreign currency are translated at the exchange rate prevailing on the lastdate of the accounting year.Gains / or losses arising out of translation / conversion is taken credit for or charged to Profit & Loss account.

Income Tax expenses comprise current tax, deferred tax charge or credit. Provision for current tax is made withreference to taxable income computed for the accounting year, for which the financial statements are prepared byapplying the tax rates as applicable. The deferred tax charge or credit is recognised using prevailing enacted orsubstantively enacted tax rates. Deferred tax assets are recognised only to the extent there is reasonable certaintyof realisation in future. Deferred tax assets / liabilities are reviewed as at each Balance Sheet date based ondevelopment during the year and available case laws to reassess realisation / liabilities.

A basic earning per share is computed by dividing net profit/loss after tax for the period by the weighted averagenumber of equity shares outstanding for the period. A diluted earning per share computed by dividing net profit/lossafter tax for the period by the weighted average number of equity shares outstanding and dilutive potential equityshares.

Intangible assets are recognized when it is probable that the future economic benefits that are attributable to theasset will flow to the enterprises and the cost of asset can be measured reliably.

Leasehold land has been amortised over the period of lease.

Administrative and other general overhead expenses that are specifically attributed to the acquisition of intangibleasset are allocated and capitalized as a part of the cost of intangible assets.

The Company’s operating business are orgainsed and managed separately according to nature of products andservices provided with each segment representing a strategic business unit that offers different product and servesdifferent markets. The analysis of geographical segments is based on the areas in which major operating divisionsof the Company operates.

8. Revenue recognition :

i)ii)iii)

9. Foreign Currency Transactions :

i.

ii.

iii.

10. Taxation :

11. Earning per share :

12. Intangible assets :

13. Net Profit or Loss for the period, prior period items and change in accounting policies :

During the year under review, there is no material changes in the accounting policies are consistently followed bythe Company.

Income in Profit and Loss account contains interest commission and creditors waived off and details of the sameare disclosed separately in the Financial Statements.

14. Segment Reporting :

40


15. Provisions, Contingent Liabilities and Contingent Assets :

Contingent liability is disclosed is case of.i)

ii) A present obligation arising from past events, when no reliable estimate is possible; andiii)Contingent assets are neither recognized, nor disclosed.Provision, contingent liabilities and contingent assets are review at each balance sheet date.

16. The Micro, Small & Medium Enterprises :

17. Development Expenses :

1. Contingent Liabilities :

Provisions are recognised for liabilities that can be measured only by using a substantial degree of estimation if:i) The Company has a present obligations as result of past event.ii) A probable outflow of resource is expected to settle the obligation andiii) The amount of the obligation can be reliably estimated.Reimbursement expected in respect of expenditure required to settle a provisions is recognized only when it isvirtually certain that the reimbursement will be received.

A present obligation arising from past events, when it is not probable that an outflow of resource will berequired to settle the obligation.

A possible obligation arising from the past events where the probability of outflow of resource is not remote.

The Micro, Small and Medium Enterprises as defined under the Micro, Small and Medium EnterprisesDevelopment Act 2006, have to be identified on the basis of information obtained by the Company.

The Company identifies expenses for development of new segment/market and the same are amortized over aperiod of three years.

B) Notes to accounts

a) Guarantees given by the bankers to the extent of Rs 88,17,711/- (Previous year Rs. 95,71,053 /-) counterGuaranteed by the Company.

b) Income tax appeal pending with Commissioner of Income Tax Appeals of Rs. 30,94,894/- and the Company isof the view that the decision of the appeal will be in their favour and hence the above amount of liability will notbe incurred.

2. Segment Reporting (AS-17) :

Information about business segments (for the year 2009-10)

Manufacturing Reconditioning Others Total Company

A Revenue

Sales 1,63,59,329 5,65,38,271 2,20,894 7,31,18,494

Other Income - - 2,25,348 2,25,348

Total Revenue 1,63,59,329 5,65,38,271 4,46,242 7,33,43,842

B Results

Segment Result (PBIT) 34,72,738 1,20,01,876 94,729 1,55,69,343

1 Unallocated Corporate Income - - - -

2 Interest Expenses - - - 56,10,158

3 Profit from Ordinary Activity - - - 59,31,519

4 Exceptional Items - - - 15,75,597

5 Write back of provision for indiminution value of loan - - -

Profit Before Tax - - - 43,55,922

6 Provision for Current Tax - - - 17,50,000

7 Deferred Tax - - - (3,92,414)

Fringe Benefit Tax - - - -

Profit After Tax - - - 13,25,097

.

41


Manufacturing Reconditioning Others Total Company

C Other Information

Segment Assets - - - -

1 Unallocated Assets - - - -

2 Total Assets - - - 8,14,66,342

3 Segment Liabilities - - - -

4 Unallocated Corporate Liabilities - - - -

5 Total Liabilities - - - 8,14,66,342

6 Debit Balance in P/L a/c - - - 3,29,72,453

7 Miscellaneous Expenses not written off - - - -

8 Depreciation non cash expenses - - - 56,03,263

9 Significant non cash expenses - - - -(It is not possible to identify the assets segment wise because the nature of the work is same in both the cases).

3. Related Parties and their relationship (AS - 18)

I. Associates : Spare Age Seals Ltd.

II. Key Management Personnel :

Mr. Inderpal Singh Sabharwal - Managing DirectorMr. Ushpal Singh Sabharwal - Chairman & DirectorMr. Ravindra V. Ghag - CAO

Disclosure of Material Transactions with Related Parties :

Particulars Current Year Amt (Rs.) Previous Year Amt (Rs.)

Purchase of Goods & Services from Spare Age Seals Ltd. 26,93,473 11,44,163

Inter Company Deposit Balance from Spareage Seals Ltd.

(Includes the repayment of Inter Corporate Deposit of

Rs. 1,27,67,790/- during the year.) 1,02,00,000 3,54,47,315

Advance Received against order from Spareage Seals Ltd. 1,26,79,525 -

Interest on above 14,91,615 21,26,839

Remuneration paid to Director Inderpal Singh Sabharwal : 19,13,748 16,80,000

Perquisites 2,88,000 2,88,000

Rent 11,40,000 6,65,000

Remuneration paid to Director Ushpal Singh Sabharwal 18,18,060 12,00,000

Rent 11,40,000 6,65,000

Remuneration paid to CAO Mr. Ravindra Ghag 1,77,500 -

Job work Sales to Spare Age Seals Limited 13,56,690 1,79,77,600

Note : No amounts pertaining to related parties have been provided for as Doubtful Debts and no amounts havebeen written off or written back during the year.

42


43

4. Earning Per Share (AS-20) :

Particulars Year Ended Year Ended

March 31, 2010 March 31, 2009

Net profit considered for EPS calculation (Rs.) 13,25,097 58,19,517

Weighted average number of equity shares considered for basic EPS 39,95,500 39,95,500

Add : Dilutive impact - -

Weighted average no.of equity shares considered for diluted EPS 39,95,500 39,95,500

Earning per share (Basic) (Rs.) 0.33 1.46

Earning per share (Diluted) (Rs.) 0.33 1.46

Face value per Equity Share (Rs.) 10 10

5. Deferred Taxation (AS-22) :

The major Components of Deferred Taxation as at 31.03.2010.

Particulars Opening Debit / Credit ClosingBalance during the Balance

As on 01.04.2009 year. as on 31.03.2010(Rs.) (Rs.) (Rs)

Depreciation

Deferred Tax Assets 24,70,617 Nil 24,70,617

Deferred Tax liabilities (38,69,447) 3,92,414 (34,77,033)

Deferred Tax Liabilities (Net) (13,98,830) 3,92,414 (10,06,416)

6. Balances in

7.

Particulars Year Ended Year Ended

March 31, 2010 March 31, 2009

Amount (Rs.) Amount (Rs.)

Remuneration to Inderpal Singh Sabharwal 19,13,748 16,80,000

Perquisites to Inderpal Singh Sabharwal 2,88,000 2,88,000

Remuneration to Ushpal Singh Sabharwal 18,18,060 12,00,000

Perquisites to Ushpal Singh Sabharwal - -

TOTAL 40,19,808 31,68,000

Sundry Debtors Rs 2,17,74,401/-, Sundry Creditors Rs. 61,47,760 /-loans and advances and depositsof Rs. 13,38,821 /- and Advance received of Rs. 1,51,07,949 /- are subject to confirmation / reconciliation.However, in the opinion of the Board of Directors all the assets would in the ordinary course of business realise atleast the value stated there against in the books.

On the basis of the information to the extent received from ‘enterprises’ regarding their status under the ‘Micro,Small & Medium Enterprises Development Act, 2006’ there is no Micro, Small & Medium enterprise to which theCompany owes dues, which are outstanding for more than 45 days during the year ended March 31, 2010 andhence disclosure relating to amounts unpaid as at the year end together with interest paid/payable as requiredunder the said Act have not been given.

8. Managerial remuneration is paid in accordance with section 198 of the Companies’ Act 1956.

The managerial remuneration is paid as per, as per Part II of Section II (B) Schedule XIII of Companies Act, 1956.

The Managerial remuneration paid to the Director is as follows:-


9. Additional information pursuant to the provisions of paragraph 3 and 4 C and 4D of part II of Schedule VI of theCompanies Act, 1956 :

A. Company produces various ancillaries for large machines apart from repairing restructuring of the same. TheCompany does not require any license and no installed capacity is prescribed.

B. Particulars of stock of Work-in-Progress :

Particulars Opening Stock Actual Production Closing Stock

Qty Amt(Rs) Qty Amt(Rs) Qty Amt(Rs)

(i) Work-in-Progress of --- --- --- 1,63,59,329 11 65,82,295Hydraulic /pneumatic parts

Piston Crown 17 20,77,700 16 20,64,685 1 13,015

(STD) B &W/K74EF

Cylinder Cover 4 9,49,270 2 7,95,330 2 1,53,940

Others 1,10,32,030 5,38,99,150 59,86,896

Total 21 1,40,59,000 7,31,18,494 14 1,27,36,146

(ii)Work-in-Progress of --- --- --- --- --- ----

refurbishing, restandardising,

repairs and services

TOTAL 1,40,59,000 7,31,18,494 1,27,36,146

Note : Management has physically verified stock with the help of technical person and found the same to be in order.

C. Particulars of Stock of Raw Materials and stores :

Particulars Current Year Previous Year

Quantity Amount (Rs.) Quantity Amount (Rs.)

(i) Raw Materials

Chromic Acid 100 14,560 0 0

Honing Stone 524 52,505 554 23,846

Seal Kits ---- ----- ---- -----

Welding Rods 9,381 12,57,054 4,957 10,44,197

Bar Sheets 0 0 0 0

Plates 0 0 0 0

Tin/lead/Ingot 60 12,168 60 12,168

Acid 433 1,12,580 245 19,657

Super Shields 0 0 0 0

Honing Stick 3 15,120 0 0

Casting 0 0 0 0

Total of Raw Materials 10,501 14,63,987 5,816 10,99,868

(ii)Stores

*Others 48,27,513 53,99,865

Total of Raw Material and Stores 62,91,500 64,99,733

* Detailed records in respect of other items are not furnished as value of the items does not exceed 10% of the value.

44


45

D. Consumption of Materials :


Amount (Rs) Percentage Amount (Rs) Percentage

Indigenous 1,25,30,751 100 1,44,09,013 95.29

Imported - - 7,12,806 4.71

Total 1,25,30,751 100 1,51,21,819 100

E. Particulars of Consumption of Raw Materials & Stores :


Quantity Amount (Rs.) Quantity Amount (Rs)

Chromium Trioxide 1,400 2,03,840 1,050 1,52,880

Honing Stones 666 66,733.20 1,350 56,161

Seal Kits/Rings 293 9,15,918 368 11,50,651

Welding rods 2,030 2,71,966 15,088 25,05,779

Bar & Sheets 29,726 19,32,221 80,820 60,99,643

Plates 22,346 14,52,461 2,056 1,33,,640

Casting 144 11,247 3,290 1,92,129

Tin / Lead / Ingots 0 0 212 41,134

Acid 2,164 5,62,640 1,761 1,20,655

Honing Stick 4 2,016 36 1,67,480

Others 70,87,278 49,16,173

Total 58,773 1,25,24,464 1,06,031 1,55,36,325

F. Particulars of Refurbishing, Restandardising,Repairs,Services and sales of Hydraulic/pneumatic parts :

Particulars Quantity Current Year (Rs.) Previous Year (Rs)

a. Refurbishing,Restandardising, 6,23,74,113 7,29,31,156

Repairs and Services

Less : Service Tax 61,10,321 74,68,268

Total 5,62,63,792 6,54,62,888

b. Sales of Hydraulic/pneumatic parts 1,63,59,329 1,22,14,326

c. Export Sales NIL NIL

d. Others 4,95,373 17,73,893

TOTAL 7,31,18,494 7,94,51,107

10. a) Expenditure in Foreign Currency :

Particulars Dollars Current year (Rs.) Previous year (Rs.)

License & Audit Fees 8,026 3,72,383 ---

Travelling Expenses Exhibition --- --- 50,080

Inspection Charges 1,860 91,698 ---

Particulars Euro Current year (Rs.) Previous year (Rs.)

Commission 684 47,353 ---

Particulars Dollars Current year (Rs.) Previous year (Rs.)

Travelling Expenses Exhibition --- --- 51,025

Total --- --- 1,01,105


b) Income in Foreign Currency :

Particulars US Dollars Current year(Rs.) Previous year (Rs.)

From Business 6,906 3,13,814 2,86,817

Particulars Euro Current year(Rs.) Previous year (Rs.)

Danieli & C. Officine

Meccaniche SPA - - 1,58,22,822

Total 6,906 3,13,814 1,61,09,639

11. Payment to Statutory Auditors :

Particulars Current Year(Rs.) Previous year (Rs.)

Audit Fees 1,00,000 75,000

Tax Audit Fees 15,000 12,500

Other Services 50,450 32,500

Refer Note 16 79,411 73,371

Total 2,44,861 1,93,371

12. Prior Period Income :

Particulars Current Year (Rs.) Previous Year (Rs.)

Commission income not recognized last yearnow recognized 97,642 --

Excise duty expensed off last year now capitalized -- 1,05,442

Excess depreciation charges in last year now reversed -- 42

TOTAL 97,462 1,05,484

Less :

Depreciation not charge in last year now charged -- 393

Excise duty capitalized in last year now expensed off -- 4,228

TOTAL 97,642 1,00,863

13. Fixed Deposits of Rs. 25,85,143/- (P.Y Rs 25,09,041/-) are lying with the bank as security.

14. Traveling Expenses includes Foreign Travelling Rs. NIL (P.Y Rs.1,01,105/-) by Directors.

15.

16. The Legal and Professional Charges includes Rs. 79,411/- (including Service Tax) paid to auditors for variousadvice.

17. The management has identified the assets which are impaired, however the same has not been provided as theamount is not material.

The Company has net worth of Rs 91,86,237/- as on March 31, 2010 after adjustment of all accumulated losses.This is based on profits generated in the immediately preceding periods. According to Companies Act, 1956, theCompany is Sick Company if as at the year end accumulated losses exceeds 50% of average net worth for lastfour years. Further no reference to BIFR is necessary as the Company is generating profits and its net worth ispositive. The management has relied upon technical views from Chartered Accountants in this regards. Theaccounts are maintained o going concern basis based on the profitability trends, adjustment of all theaccumulated losses, positive net worth and profits in the current financial year.

46

United Van Der Horst Limited Annual Report 2009 - 2010United Van Der Horst Limited Annual Report 2009 - 2010

47

18. Employee's Benefits (AS-15) :

The following table sets out the status of the defined benefit Pension Plan and Gratuity Plan as required under AS-15 (Revised 2005)

Assumptions As on 31/03/2010 As on 31/03/2009

Discount Rate 8.00% 7.00%

Salary Escalation 5.00% 5.00%

Particulars As on 31/03/2010

Changes in present value of obligations

Present value of obligations as at the beginning of the year 8,14,122

Interest Cost 54,928

Current Service Cost 1,70,673

Benefits Paid (58,884)

Actuarial (gain) / loss on obligations (1,20,406)

Present value of obligations at the end of year 8,60,433

Changes in fair value of Plan Assets

Fair Value of plan assets at beginning of year ---

Expected return on plan assets ---

Contributions 58,884


Actuarial (gain) / Loss on plan Assets ---

Fair Value of plan assets ---

Contributions 58,884


Fair Value of plan assets at the end of the year ---

Funded Status (8,60,433)

Excess over Actual over Estimated return on Plan Assets

(Actual rate of return = Estimated rate of return as ARD falls on 31st March) ---

Actuarial Gain / Loss due to change in Assumption (25,572)

Actuarial gain / (Loss) for the year obligation (94,834)

Actuarial gain / (Loss) for the year plan assets ---

Total (gain) / loss for the year (1,20,406)

Actuarial (gain) / loss recognized in the year ---

The amounts to be recognized in the balance sheet and statements of profit and loss.

Present value of obligations as at the end of year 8,60,433

Fair value of plan assets as at the end of the year ---

Funded Status (8,60,433)

Net Asset / (Liability) recognized in Balance Sheet (8,60,433)


48

Expenses recognized in statement of Profit & Loss

Current Service Cost 1,70,673

Interest Cost 54,928

Expected return on plan assets ---

Net Actuarial (gain) / loss recognized in the year (1,20,406)

Expenses recognized in Statement of Profit & Loss 1,05,195

Though as per the Actuarial Valuation the expenses of Rs. 1,05,195 has to be recognized, Only expenses of

Rs. 57,711 has been recognized due to excess provisions created by the Company in the previous financial year.

The provision of leave encashment has not been created as the amount is not material.

19. Previous years figures have been regrouped and recasted wherever necessary.


Place : Mumbai

For United Van Der Horst Limited

Director Director


49

BALANCE SHEET ABSTRACT AND COMPANY GENERAL BUSINESS PROFILE

I. Registration Details

Registration No. 44151 State Code 11

Balance Sheet Date 31.03.2010

II. Capital Raised during the year (Amount in Rs. Thousands)

Public Issue NIL Rights Issue NIL

Bonus Issue NIL Private Placement NIL

III. Position of Mobilisation and Development of Funds (Amount in Rs. Thousands)

Total liabilities 81,466 Total Assets 81,466

Sources of Funds

Paid up Capital 39,949 Reserves & Surplus 2,210

Secured Loans 26,389 Unsecured Loans 11,912

Deferred Tax Liability (Net) 1,006

Application of Funds

Net Fixed Assets 23,125 Investments NIL

Net Current Assets 25,369 Misc. Expenditure NIL

Accumulated losses 32,972

IV. Performance of the company (Amount in Rs. Thousands)

Gross Revenue 72,021 Total Expenditure 67,665

Profit / Loss (Before Tax) 4,356 Profit / (Loss) after tax 1,325

Earnings per share 0.33 Dividend Rate NIL

V. Generic Name of Three Principal Products / Services of Company

Item Code No. NIL(As per monetary items)

Product Description Reconditioning / Refurbishing of Hydraulic Cylinders and other Marine related products.


Product Description Repairs & Maintenance Hydraulic Cylinders andother Marine related products.


Product Description Manufacturing of Hydraulic Cylinders and otherMarine related products.


CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2010

Particulars Amount Amount

Cash flow from Operating Activities

Net Profit before tax and prior period adjustment 4,355,922

Adjustment for -

Depreciation 5,603,263

Loss on Sale of Assets 0

Sundry Debtors Written Off 500,000

Sundry Creditors Written Back 0

Interest charges 3,707,174

Interest on Corporate Deposits 1,902,984

Misc. Expenses written off 0

Other Income (225,348) 11,488,073

Operating profit before working capital changes 15,843,994

Adjustment for

Inventories 1,296,868

Sundry Debtors 8,503,181

Other Current Assets 173,437

Loans & Advances 535,934

Deferred Tax 0

Current Liabilities 8,714,491 19,223,910)

Cash generated from operations 35,067,904

Exhibition Expenses not written off 0 0

Fringe Benefit Tax (A. Y. 2009-2010) 0 0

35,067,904

Cash Flow from Investing ActivitiesPurchase of Fixed Assets (4,337,918)

Sale of assets 0

Interest & Other Income 225,348(4,112,570)

Net cash used in investing activities (4,112,570)

Cash Flow from Financing Activities

Proceeds from long term borrowings 622,619

Proceeds from loans (26,053,111)

Interest paid (5,610,158) (31,040,650)

Net change in cash and cash equivalent (85,315)

Opening Cash Balance as on 1st April 2009 622,299

Closing Balance as on 31st March 2010 536,984

(85,315)

50


UNITED VAN DER HORST LTD.Registered Office: E-29/30 MIDC Industrial Area, Taloja, Dist Raigad Navi Mumbai 410208. Maharashtra.

PROXYI /We

being a member / members of the above named company hereby appoint

of or failing him

of as my/our proxy to vote for me /us and on my / our behalf at the TWENTY THIRD ANNUAL GENERAL MEETING of the Company to be held at E-29/30, M.I.D.C., Industrial Area, Taloja, Dist Raigad, Maharashtra at 10:30 A.M. on 25th September 2010 or at any adjournment thereof

Dated

Folio No.

No. of Shares

Signature

Note: Proxies must reach the Company’s Registered Office not less than 48 hours before the meeting

UNITED VAN DER HORST LTD.

ATTENDANCE SLIPTo be filled in and handed over at the entrance of the Meeting Hall

Regd. Folio No.

No. of Shares

Name of the attending Member (in BLOCK LETTERS)

(Name of the Proxy (in BLOCK LETTERS)(To be filled in the Proxy attends instead of the Members)

I hereby record my presence at the TWENTY THIRD ANNUAL GENERAL MEETING at E-29/30, M.I.D.C. Industrial Area, Taloja, Dist. Raigad, Maharashtra at 10.30 A.M. on 25th September, 2010.

Signature

RevenueStampRe. 1/-

BOOK - POST

If undelivered please return to:

M/s Link Intime Private Limited,UNIT : United Van Der Horst LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West),Mumbai 400 078

Documents

UNITED VAN DER HORST LTD. - Bombay Stock Exchange · 6 Directorship held in other Limited 1) M/s. Spareage (India) Private Ltd. Companies. 2) USS Hydraulic & Seals Pvt. Ltd. (Excluding