Boards' Report & Management Discussion and Analysis To The Members, Ushdev International Limited Your Directors have pleasure in presenting the Twenty First Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report. 1. Financial Results Your Company operates in two different business sectors - trading in metals (ferrous and non ferrous) and generation of power. The Company's revenue, expenditure and results of operations are presented through standalone financial statements and the details given below: 2. State of Company's Affairs During the year under review, your Company has made sales income of Rs. 893,452.67 lakhs against Rs. 627,065.64 lakhs for the previous year. The Company has earned profit of Rs. 20,348.84 lakhs as compared to profit of Rs. 10,382.82 lakhs in the previous year. There has been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of this Boards' Report. The Company at regular intervals monitors various risk to the Company. There is no major risk which in the opinion of the Board may threaten the existence of the Company. During the year under review, there has been no change in the nature of the business of the Company. Further, there were no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. The internal financial controls with reference to the financial statements are adequate 3. Dividend Your Directors have recommended a dividend of 21 % (Rs. 2.10/-) per equity share for the Financial Year ended 31st March, 2015 (previous year 21% i.e. Rs. 2.10/- per share) The dividend on the equity shares is subject to the approval of the shareholders at the Annual General Meeting. The total dividend payout works out to Rs.7,15,95,556/- for the company. No amount other that required amount for payment of Dividend is proposed to be carried to the reserves during the year ended 31st March, 2015. 4. Performance during the year (i) Power Sector The Company has its windmills in five states i.e. Tamil Nadu, Rajasthan, Karnataka, Gujarat and Maharashtra. The details of the Company projects are as below:- (ii) Steel Sector Your Company's emphasis on core competencies has paid off multifold's. Your company has been successful in increasing its market share in the steel sector, thus in turn has been successful in increasing its presence in this sector. 5. Directors and Key Managerial Personnel The Board of Directors of the Company comprises of the following directors: (i) Mrs. Suman Gupta- Chairperson and Non-Executive Director (ii) Mr. Prateek Gupta- Vice Chairman and Non-Executive Director (iii) Mr. Arvind Prasad- Managing Director and CEO (iv) Mr. Ashwin Rathi- Managing Director and CFO (v) Mr. Suresh Lakhiani - Non Executive and Independent Director(ceased to be Director w.e.f. 13.11.2014) (vi) Mr. Vinay Kamat- Non Executive and Independent Director (vii) Mr. Narayan Hegde- Non Executive and Independent Director (viii) Mr. Vijay Kumar Gupta- Non Executive and Independent Director (ix) Mr. Anil Kumar Bansal - Non Executive and Independent Director (Appointed as Additional Director to hold office of Independent Director w.e.f. 29.05.2015) (x) Mr. Ramesh Chandak - Non Executive and Independent Director (Appointed as Additional Director to hold office of Independent Director w.e.f. 28.07.2015) (xi) Mr. Mark Pawley- Nominee Director In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013, Mrs. Suman Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment. A brief resume of Mrs. Suman Gupta, Director retiring by rotation at the ensuing Annual General Meeting of the Company, nature of expertise in specific functional areas and name of the companies in which she holds directorship and/or membership/ chairmanships of Committees of the respective Board, shareholding and relationship between directors inter se as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange, is given in the section of Corporate Governance Report forming part of this Annual Report. During the year under review Mr. Suresh Lakhiani ceased to be the Director of the Company w.e.f 13th November, 2014 due to pre-occupation and Mr. Anil Kumar Bansal and Mr. Ramesh Chandak were inducted on the Board as Additional Directors to hold the office of Independent Directors w.e.f. 29th May, 2015 and 28th July, 2015 respectively. Declaration by Mr. Vinay Kamat, Mr. Narayan Hegde , Mr. Vijay Kumar Gupta, Mr. Anil Kumar Bansal and Mr. Ramesh Chandak, Independent Directors of the Company under Section 149(6)/(7) of the Companies Act, 2013 are received by the Company. During the year under review, Mr. Lalit Chendvankar resigned from the office of Company Secretary of the Company w.e.f 5th September, 2014. Subsequently, Mr. Harish Anchan was appointed to hold the office of Company Secretary of the Company w.e.f 3rd November, 2014. A formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors as per provisions and in manner specified in Listing Agreement wth the Stock Exchange and Schedule IV of the Companies Act, 2013 at the meeting of the Board of Directors and separate meeting of Independent Directors was held on 23rd January, 2015. The determined criteria for performance evaluation are as follows: Criteria for Performance Evaluation of Independent Director 0 Attendance. 0 Willingness to spend time and effort to know more about the company and its business. 0 Contribution towards business development, Management of Affairs of Company, Corporate Governance. 0 Contribution to developments of various Policies such as Remuneration Policy, Boards Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy 0 Sharing of knowledge and experience for the benefit of the Company. 0 Following up matters whenever they have expressed their opinion 0 Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions 0 Achievement of business plans, Labour relation, litigation, attrition level of employee, compensation policy, vigil mechanism, establishment and implementation of internal control system etc. The familiarizing programme for the independent directors of the company, regarding their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company, etc. was conducted on 23rd January, 2015. The details of such familiarization Programme is disclosed on the website of the Company www.ushdev.com . 6. Management Discussion And Analysis Forward Looking Statements: This section contains forward-looking statements, which may be identified by their use of words, like 'plans', 'expects', 'wills', 'anticipates', 'believes', 'intends', 'projects', 'estimates', or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company's strategy for growth, product development, market position, expenditures and financial results are forward-looking statements. Forward-Looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions are accurate or will be realized. The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. a. Industry Structure and Development Our business is trading in ferrous and non ferrous metals and power generation. We earn revenue by this activity. The predicted acceleration in revenue is in line with accelerated economic growth. Although the economic forecast is still modest for developed market, it will in many cases bring the economic environment to the point where business growth triggers trading activity. In markets where marketers have been cautious, they may at last switch from optimization mode to expansion mode. There has been a regime change in India's federal government with a firm decisive mandate, which is seen as progressive and development friendly. The new government has provided signals of moving along development agenda that will push for reforms, that were much needed to revitalize the economy. With the legislature and the executive getting back to the business of good governance, investment in various businesses and sectors of the economy are expected to pick up pace, all of which will bode well for the metal trading and power generation activity. Rapid urbanization coupled with development of Infrastructure is bound to result in growth of electricity. b. Opportunities and Threats The following important factors could cause actual results to differ materially from the expectations include, among other, general economic and business conditions. The Indian economy has grown steadily over the past several years. The improved performance was propelled by the growth industrial activity and robust services sector. The overall economic growth will therefore impact the results of its operations. The growth prospects of the business of the Company and its ability to implement the strategies will be influenced by macro economic growth. Our growth plans are considerable and would put significant demands on our management team and other resources. Any delay in implementation of its strategy and its growth and expansion plans could impact the Company's product roll out schedules and cause time over runs. Any volatile fluctuation in the metal market and power sector industry may have a significant impact on the profitability of the Company. External factors such as potential terrorist attacks, acts of war or geopolitical, natural calamity like earth quakes and social turmoil in many parts of the world could constrain our ability to do business, increase the costs and negatively affect our performance. These geopolitical, social and economic conditions could result in increased volatility in India and worldwide financial markets and economy and such volatility could constrain our ability to do business. Any change in the foreign exchange control regulation, mainly interest rates and tax laws pertaining to India affects the liquidity of cash in the market which in turn affects the purchasing power of the economy. The opportunities will exist with the increase in higher value added steel consumption on a steady growth path in the country and the expectation of strengthening of the Indian economy. As far as the power sector is concerned, the deficit between the demand and supply is so large that the Government of India requires the private sector participation and offers excellent infrastructure for completion of the same. Your Company benefits from the same and is thus able to consolidate and increase its presence in this sector due to the same. c. Segment-Wise or Product-Wise Performance The Company is primarily engaged in "Metal Trading" business and there are no other reportable segment as required by Accounting Standard - 17 Segment Reporting. d. Outlook Your Company is well respected in both aforesaid sectors i.e. Metal trading & Power generation. A detailed expansion is on an anvil especially in the Power generation sector to increase power generating capacity's year on the most competitive terms. e. Risk and Concerns Risk is attached to everything including business. The factors affecting the risk differ from business to business. The Company however foresees various risks from competitors, unorganized sectors operating in the Industry, fluctuations in foreign exchange rates, commodities rates, interest rates, commercial risk, change in Government policies and regulations and decisions of the management about business which may effect overall profitability of the Company. However the Company has framed the policies so as to have minimum effect and to overcome the risks of the business. Ever changing scenario in international and domestic markets could be the only risk which may be faced by the Trading Industry. f. Internal Control Systems and their Adequacy The Company has adequate internal control systems supplemented by internal audits by professional firms commensurate with its size and nature of business to ensure to safeguard and protect the interest and assets of the Company. The Company's internal control system comprises audit and compliance by in-house Internal Audit Division supplemented by internal audit checks from the internal auditors of the Company. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of transactions in value terms. Independence of the audit and compliance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. g. Discussions on financial Performance with respect to Operational Performance The financial performance with respect to the operational performance during the year under review was reasonably good. The Company is on growth path & the Company has taken a proactive financing strategy to pursue this growth. h. Material Development in Human Resources / Industrial Relations Front, including number of people employed The appointments of qualified and skilled manpower including internal and external training programmes are the constant features of your Company. i. Material Financial and Commercial Transactions with Related Party During the financial year under review, there are no materially significant financial and commercial transactions with the related parties conflicting with the interest of the Company. 7. Subsidiary and Associates Companies At the beginning of the financial year 2014-15, the Company had two subsidiaries viz. Ushdev Steel Private Limited (formerly known as Maa Jai Jyotawali Steel Private Limited) and Hobli Property Management Private Limited. However, Ushdev Steel Private Limited (formerly known as Maa Jai Jyotawali Steel Pvt Ltd) has ceased to be subsidiary of the Company, pursuant to fresh allotment of shares by Ushdev Steel Private Limited on 12th February.2015 As on 31st March, 2015, the Company has one subsidiary namely Hobli Property Management Private Limited. The Company has one Associate Company namely Vijay Devraj Gupta Foundation The company has formulated a policy for determining 'material' subsidiaries and such policy is disclosed on the company's website www. ushdev.com. In terms of Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiary is laid before the ensuing Annual General Meeting. A separate statement containing the salient features of the financial statement of the subsidiary and Associates Companies are annexed in the prescribed format. Shareholders who wish to have a copy of annual accounts of subsidiary company may write to the Company Secretary at the corporate office of the Company at 6th floor, Apeejay House, 130 Mumbai Samachar Marg, Fort, Mumbai 400 023. Email:-cs@ushdev.com 8. Consolidation of Financial Statements In accordance with the said above referred section and with the Accounting Standards AS - 21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred subsidiary and associate companies and forms part of this Annual Report. 9. Cost Audit Report By virtue of Companies (cost records and audit) Rules, 2014 Companies generating electricity and satisfying certain conditions are brought under the provisions of mandatory cost audit. Your Company being a Listed Company and one of its businesses being generation of power by windmills is required to perform cost audit for the windmill business. The Company has complied with the said Companies (Cost Record and Audit) Rules, 2014 as amended. Accordingly, your Directors had, on recommendation of the Audit Committee, appointed Messrs H. S. Bajaj & Co., Cost Accountants as Cost Auditor for conducting the cost audit for the power generation business of the Company for the financial year ending on 31st March 2016 on a remuneration of Rs. 25,000 per annum. As required under Companies Act, 2013, the remuneration payable to cost auditor is required to be placed before the Members in a general meeting for their ratification and a Resolution seeking Member's ratification for the remuneration payable to Messrs H S Bajaj & Co, is included at Item No. 9 of the Notice convening the Annual General Meeting. 10. Extracts of Annual Return: The extracts of the annual return in form MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this Board Report as Annexure 'A'. 11. Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo In terms of Rule 8(3) of the Companies (Accounts) Rules, 2014 , your Directors wish to state that as the Company is not carrying on any manufacturing activity and does not consume power the question of conservation of energy and absorption of technology does not arise. The figures of foreign exchange earnings and outflow are as follows: 12. Public Deposits The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder. 13. Particulars of Employees and Other Disclosures/ Remuneration Ratio of the Directors / Key Managerial Personnel (KMP)/Employee : The disclosures required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure "B" of the Boards' Report . Particulars of Employees are required in terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure "C"-of the Boards' Report. 14. Employees Stock Option Scheme: No employees were issued Stock Options during the year. However 2,43,722 options are in force. On exercise of options so granted, the paid up capital of the Company will increase by like number of shares. The details required to be disclosed as per the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 / Securities And Exchange Board of India (Share Based Employee Benefits) Regulations 2014, as amended from time to time are given in Annexure "D " 15. Directors Responsibility Statement Pursuant to the requirement Under Section 134 (3) (c ) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed; (a) in the preparation of the annual financial statement, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any. (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 16. Number of Meetings of the Board: During the year under review four meetings of Board of Directors of the Company were held on 12.05.2014, 29.07.2014, 05.11.2014 and 23.01.2015. The gap between two meetings did not exceed 120 days. 17. Policy on Director's Appointment and Remuneration: The extracts of policy of director's appointment and remuneration as formulated under Section 178 of the Companies Act, 2013 is annexed to this Board Report as Annexure "E". 18. Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013. Details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in notes 11 (I) ( C ) , (II)(B), 24 (additional statement to notes (11-III)to the Standalone Financial Statements. 19. Particulars of Contract or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013: All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. The particulars of Contract or arrangement in form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) is annexed to this Board Report as Annexure 'F-'. A policy on dealing with Related Party Transactions was formulated by the Company which is available on the website of the Company www. ushdev.com. 20. Corporate Social Responsibility: As part of its initiatives under "Corporate Social Responsibility (CSR), the Company is undertaking projects in the areas of education. A policy on the Corporate Social Responsibility formulated by the Corporate Social Responsibility Committee at meeting held on 12.05.2014 is available at the website of the Company www.ushdev.com. The required detail of the Corporate Social Responsibility in theprescribed format is annexed to this Boards’ Report as Annexure “G” 21. Audit Committee There were no instances where the Board had not accepted recommendation of the Audit Committee. A vigil mechanism as required under Section 177(9) of the Companies Act, 2013 for securing / reporting / deterring / punishing / rectifying any unethical, unlawful acts, behavior etc. and to enable to voice/ address bonafide concern of malpractice, deviation from the policies of the Company internally in an effective and systematic manner after its discovery has been established by the Company and is freely available. 22. Secretarial Audit Report Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M / s. P P shah and Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report from M/s. P. P. Shah and Co., Practicing Company Secretary, Mumbai in terms of Section 204(1) of the Companies Act, 2013 in Form No. MR.3, is annexed to this Board Report, Annexure "H" 23. Listing of Shares The Company's shares are listed on Bombay Stock Exchange Limited (BSE) and the Company has paid the listing fees for the same. 24. Corporate Governance It has always been the Company's endeavour to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law of the land. The Company complies with the revised clause 49 of the Listing Agreement. The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Practicing Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto, as Annexure "I". 25. Auditors M/s. M. P. Chitale & Co, Chartered Accountants retire at the ensuing annual general meeting and being eligible has offered themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 139(1) of the Companies Act, 2013. The Directors recommend their re-appointment as statutory auditors of the Company for period of two years from the conclusion of this Annual General Meeting and on remuneration as may be mutually decided between the Board of Directors and Auditors. 26. Acknowledgment Your Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your Directors also express their deep gratitude to its Bankers and concerned governmental authorities. They are thankful to the Shareholders and Customers for the co-operation and trust they have reposed in the Company. For and on behalf of the Board For Ushdev International Limited Sd/- Suman Gupta Chairperson Regd. Office: 6th Floor, New Harileela House, Mint Road, DIN:- 00166031 Mumbai 400 001 Dated: July 28, 2015 |