| To The Members of Ushdev International Limited
The 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:
(Rs. In lakhs)
Particulars Financial Financial
Year Ended Year Ended
31/03/2015 31/03/2014
Gross Revenue 8,93,452.67 6,27,065.64
Gross Profit (before interest, 44,374.76 28,267.42
depreciation, tax and writing
off of preliminary expenses)
Interest 16,146.62 13,060.36
Depreciation 728.09 860.38
Provision for taxation 7,407.12 3,955.00
Net Profit / (Loss) 20,092.93 10,391.68
Deferred Ta x Liability/(Assets) (255.91) 8.86
Profit after Tax 20,348.84 10,382.82
Balance in Profit & Loss A/c c/f 27,763.72 19,250.82
from last year
Amount available for 48,112.56 29,633.64
appropriation
Appropriations
Proposed dividend on Equity 715.96 710.84
Shares
Transfer to General Reserves 2,034.88 1,038.28
Tax on Dividend 145.75 120.81
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:-
Date of No of Installed Investments
Location
Installation WEG's Capacity (Rs,In Lakh)
29/03/2005 Tamil Nadu 2 2 1.60 MW 807.47
29/03/2006 Rajasthan 3 2.40 MW 1178.48
29/03/2006 Karnataka 2 1.60 MW 785.65
30/03/2007 Gujarat 1 2 1.60 MW 740.00
10/07/2007 Gujarat 2 4 3.20 MW 1480.00
26/09/2009 Tamil Nadu 3 6 9.90 MW 6090.00
27/11/2010 Maharashtra 4 8.00 MW 4900.00
28.30 MW
Total 23 15981.60
(ii) Steel Sector
Your Company's emphasis on core competencies has paid off multiword'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 with 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
- Attendance.
- Willingness to spend time and effort to know more about the company
and its business.
- Contribution towards business development, Management of Affairs of
Company, Corporate Governance.
- Contribution to developments of various Policies such as Remuneration
Policy, Boards Diversity Policy, Related Party Transaction Policy &
Vigil Mechanism Policy
- Sharing of knowledge and experience for the benefit of the Company.
- Following up matters whenever they have expressed their opinion
- Updated with the latest developments in areas such as corporate
governance framework and financial reporting and in the industry
and market conditions
- 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 affect 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
As per Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on
the performance and financial position of each of the subsidiaries and
associates companies included in the consolidated financial statement
is as follows:
Sr. Name of the Performance and Financial position
No. Subsidiary /
Associate
1. Hobli Property Particulars Amount (Rs.)
Management
Turnover 618.00
Private Limited
- Subsidiary Total Expenses 31,417.00
EBITDA (30,799.00)
Depreciation / Nil
Amortization
Finance Costs Nil
Profit / (Loss)
before (30,799.00)
Taxation
Provision for Tax / Nil
Deferred Tax
Profit after Tax (30,799.00)
2. Vijay Devraj Particulars Amount (Rs.)
Gupta,
Turnover 225,00,000.00
Foundation -
Associate Total Expenses 225,12,407.00
EBITDA (12,407.00)
Depreciation / Nil
Amortization
Finance Costs Nil
Profit / (Loss) before (12,407.00)
Taxation
Provision for Tax / Nil
Deferred Tax
Profit after Tax (12,407.00)
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:
Foreign Exchange Earning and Outgo:
Foreign Exchange Earnings/Outgo Rs. in Lakhs
Foreign Exchange Earned 643,719.22
Foreign Exchange Outgo 641,325.02
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
there under.
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
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.
The composition of the Corporate Social Responsibility Committee is:
Name Position
Shri Narayan Hegde Chairman
Smt. Suman Gupta Member
Shri Arvind Prasad Member
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 the
prescribed format is annexed to this Boards' Report as Annexure "G"
21. Audit Committee:
The composition of the Audit Committee of the Company is as follows:
Name Position
Shri Vinay Kamat Chairman
Shri Narayan Hegde Member
Shri Vijay Kumar Gupta Member
Shri Arvind Prasad Member
Shri Ashwin Rathi Member
Shri Anil Kumar Bansal Member
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 bonfire 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
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
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/-
Regd. Office: Suman Gupta
6th Floor, New Harileela Chairperson
House, Mint Road, DIN:- 00166031
Mumbai 400 001
Dated: July 28, 2015
|