Caparo Holdings (US) Limited - Statement by the Directors in performance of their statutory duties in accordance with s172(1) of the Companies Act 2006
The Board of directors of the Company consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole in the decisions taken during the year ended 31 December 2022.
The Company is the UK holding company of the investments in North America of the Sedik Trust, of which Lord Paul of Marylebone and members of his family are the sole beneficiaries. All of the subsidiaries in which the Company are invested have extensive engagement with their own unique stakeholders, as well as other businesses.
The Board are not involved in the day-to-day management of the businesses in which the Company’s
subsidiaries are invested. The governance structure of the group is such that authority for relevant decision making is set at subsidiary level. This allows individual management teams to engage in transparent and open dialogue with their own key stakeholders.
The long-term strategy of the Board is for the Company to support continuing investment by its’s wholly-owned US and Canadian holding companies in businesses that are expected to be profitable over the longer term. In considering investments which the Company’s North American subsidiaries are contemplating, the board will take note of the environmental, social and governance factors affecting these businesses. During 2021, the Bull Moose Tube subsidiary grouping initiated a project to build a new facility to house a new mill that will expand the product offerings of Bull Moose Tube. The project in Sinton, Texas, is expected to go into service in spring 2023. XL Specialised Trailers also commenced a project to expand their facility to increase manufacturing capacity.
The directors periodically review the performance of the existing portfolio of businesses in which the
Company’s subsidiaries are invested, and enquire of their management teams as to their performance against expectations, the future prospects for those businesses and the markets in which they operate, the impact of their businesses on their communities and the environment, and the status of relations with employees, customers and suppliers. These reviews include consideration of monthly reports and annual business plans, through video meetings with senior operating management, and visits to North American operational sites.
Shareholder
The directors ensure that any long-term decisions are consistent with the objectives of the Sedik Trust and its Trustees, through engagement with the Trustees around any such proposals.
Employees
The Company does not have any employees of its own. The directors are employed by companies outside of the Group owned by the interests of The Lord Paul of Marylebone and his family.
Customers and suppliers
The Company does not have any customers. The Company’s suppliers are limited to the provision of
professional services to the Company, and substantially all of the administrative operations of the company are outsourced to third parties. The directors seek to foster high standards at economic cost in the Company’s suppliers, and work to maintain relationships with a number of alternative service providers in order to continue to obtain high quality services on the most favourable terms for the Company.
Caparo India Limited - Statement by the Directors in performance of their statutory duties in accordance with s172(1) of the Companies Act 2006
The Board of directors of the Company consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole in the decisions taken during the year ended 31 December 2022.
The Company’s sole activity is as the UK intermediate holding company of 75% of the share capital of the Indian company Caparo Maruti Limited. Caparo Maruti Limited is a joint venture between the Company and the Indian car manufacturer Maruti Suzuki India Limited.
The Board are not involved in the day-to-day management of the business of Caparo Maruti Limited. The directors do not consider that the operations of the Company impact significantly on the community or the environment.
The Company is a wholly owned subsidiary of Caparo Industries Plc (in administration). The strategy of the Board is for the Company to restructure the group such that Caparo Maruti Limited will no longer be owned by the Company. It is expected that the Company will cease to trade at that point. The directors do not consider that the decision, or any other decision made, will impact significantly on any key stakeholders or their interests.
The Company has no employees, customers, or suppliers. The Company’s creditors are solely it’s immediate parent company, Caparo Industries Plc, and companies within the Caparo Group.
Caparo Limited (formerly Caparo plc) - Statement by the Directors in performance of their statutory duties in accordance with s172(1) of the Companies Act 2006
The Board of directors of the Company consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and maintain the reputation of the Company for high standards of business conduct in the decisions taken during the year ended 31 December 2022.
The Company is a subsidiary of Caparo Group Limited, which is both the immediate and ultimate parent Company. The primary activity of the Company is to hold investments in UK subsidiaries and associates, and to provide management services to Caparo companies outside of and within the Caparo Group. All of the subsidiaries and associates in which the Company is invested have extensive engagement with their own unique stakeholders, as well as other businesses.
The Board are not involved in the day-to-day management of the businesses in which the Company, its subsidiaries and associates are invested. The governance structure of the group is such that authority for relevant decision making is set at subsidiary or associate level. This allows individual management teams to engage in transparent and open dialogue with their own key stakeholders.
The long-term strategy of the Board is for the Company to support continuing investment in businesses that are expected to be profitable over the longer term. In considering investments which the Company or its subsidiaries and associates are contemplating, the Board will take note of the environmental, social and governance factors affecting these businesses. No material new investments were considered during 2021.
The directors periodically review the performance of the existing portfolio of businesses in which the Company is invested, and enquire of their management teams as to their performance against expectations, the future prospects for those businesses and the markets in which they operate, the future funding requirements for those businesses, the impact of their businesses on their communities and the environment, and the status of relations with employees, customers and suppliers. These reviews include consideration of monthly reports and annual business plans, through video meetings with senior operating management, and co-investors.
Shareholder
The directors ensure that any long-term decisions are consistent with the objectives of the ultimate shareholder, the Sedik Trust, and its Trustees, through engagement with the Board of Caparo Group Limited and the Trustees around any such proposals.
Employees
The Company has only a small number of employees. The Company’s directors are in ongoing contact with the Company’s workforce, allowing them to understand and action any concerns and feedback on an ad-hoc basis.
Customers and suppliers
The Company does not have any trading customers, but has tenants for its investment properties and provides management services to Caparo companies outside of and within the Caparo group. The Company seeks to be responsive to the needs of its tenants under the terms of its leasehold arrangements, and to meet industry standards for property management. The Company is in frequent contact with the management of those company
The Company’s suppliers are limited to the provision of professional and administrative services to the Company, and substantially all of the administrative operations of the Company are outsourced to third parties. The directors seek to foster high standards at economic cost in the Company’s suppliers, and work to maintain relationships with a number of alternative service providers in order to continue to obtain high quality services on the most favourable terms for the Company.
Caparo Holdings (US) Ltd - UK tax strategy disclosure
Caparo Holdings (US) Limited and its subsidiaries (“Caparo Holdings (US)” or “the Group”) is publishing this UK tax strategy in compliance with paragraph 19(2) of Schedule 19 of the UK Finance Act 2016 with respect to the financial year ending 31 December 2023.
The Group conducts its business with integrity and with the highest standard of business ethics in dealings with customers, suppliers and others, including a commitment to compliance with all rules and regulations.
Risk management and governance
The Board of Directors of Caparo Holdings (US) is ultimately responsible for the oversight of risk management and governance arrangements of the global business, and has approved this tax strategy. The Board of Directors Of Caparo Holdings (US) seeks to identify and mitigate enterprise level risks, including tax risks, following the applicable laws of the regions in which the Group operates, living up to the Group’s corporate values by conducting business ethically, and operating with appropriate key controls.
The Group has a strong focus on responsible tax administration. The day to day management of the UK, North American and international tax affairs are performed by local tax management working with the Group’s professional tax advisers to ensure that tax accounting arrangements are appropriate.
Tax planning
The Group’s approach to tax planning is consistent with and supported by it’s business operations. The Group does not undertake aggressive tax planning. The Group seeks to comply with all relevant tax laws including making use of statutorily available reliefs and/or incentives in the jurisdictions in which the Group operates.
Tax risk
The Group views compliance with tax legislation as the key to managing it’s tax risk and has a low tolerance to tax risk. The Group has a zero tolerance approach to evasion and the facilitation of evasion by anyone acting for or on behalf of the business. Caparo Holdings (US) is engaged with third party advisors who provide expert advice with respect to operations in all of the regions in which the Group operates to ensure that tax risk is managed both from a compliance and reputational risk perspective.
The level of risk that the Group is prepared to accept in relation to taxation
The Group’s preferred course of action is to minimise uncertainty in its tax outcomes. The Group strives to achieve certainty by consulting with tax authorities on significant uncertain tax positions and where possible to request formal tax rulings or clearances on the positions taken. Further, the Group employs professional tax advisors in local jurisdictions to provide input into local practice and interpretations to assist in assessing the certainty or otherwise of specific tax outcomes. The Group will not accept the risk if the expected tax outcome is not sufficiently clear or where it may have an adverse impact to the Group’s financial position and / or reputation.
Relationship with tax authorities
The Group engages with tax authorities in the countries in which it operates, including HMRC and IRS, with honesty, integrity, respect and fairness and in a spirit of co-operative compliance, and will seek to resolve any disputed matters through pro-active and transparent discussion and negotiation.