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Directors Report of USG Tech Solutions Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the 16thAnnual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2015.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company during the year ended March 31, 2015 is summarized be- low:

(Figure in Rs. lacs]

PARTICULARS Year ended Year ended 31st March, 2015 31st March, 2014

Income 176.51 335.52

Expenditure 179.73 336.48

Profit Before Tax (3.21] (0.95]

Provision For Tax - -

Profit Before Deferred Tax (3.21] (0.95]

Provision For Deferred Tax (4.90] (1.25]

Net Profit/loss After Taxation 1.68 0.30

Equity Share Capital (F.V Rs.10 394.14 394.14

each]

Reserve & Surplus 197.04 195.35

Basic Earning per Share - -

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under review, the Company has suffer an loss before tax of Rs.3,21,808.16as compared to Loss of Rs.95,082 during the previous year and has earned a profitafter tax (MAT] of Rs.168883.67as compared to profit of Rs.30,810 during the previous year.

The company expects good business and returns in future.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there were no changes in nature of business of the company.

DIVIDEND:

In order to conserve the resources of the company for the good future prospects and growth, and as the Company has suffer loss in the said reporting period, the Board of Directors taking this view have decided not to distributed any dividend out of the reserve of the Company and therefore the Board of Directors of the company has not recommended any dividend to the shareholders.

AMOUNT TRANSFERRED TO RESERVES:

There is no transfer to reserves during the financial year.

CHANGES IN SHARE CAPITAL:

There was no change in the Share Capital of the company during the year.

* Disclosure regarding issues of equity shares with differential rights:

The Company has not issues any equity shares with differential rights during the year Underreview.

* Disclosure regarding issues of employee stock options:

The Company has not provided any Stock Option Scheme to the employees during the year un- der review.

* Disclosure regarding the issues of sweat equity shares:

The Company has not issued any Sweat Equity Shares during the year under review.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3] of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration] Rules, 2014 for the financial year 2014-15 has been enclosed with this report inANNEXURE-1

NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2014-15,09 (Nine]meetings of Board of Directors of the Company were held and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (i.e., the maximum interval between any two board meeting did not exceed 120 Days], 5 (Five] Audit Committee Meetings were convened and held and 2 (Two] NRC committee meeting were convened and held. Details of the Meetings (i.e., Date of the Meetings, Number of the Director present etc] is mention in Corporate Governance Report a part of Annual Report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of its Committees of the Board. This evaluation is led by the Chairman of the Board Governance, Nomination and Compensation Committee with specific focus on the performance and effective functioning of the Board. The evalua- tion process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

BOARD INDEPENDENCE:

Definition of 'Independence' of Directors is derived from Clause 49 of the ListingAgreement with Stock Exchanges and Section 149(6] of the Companies Act, 2013. Based on the confirmation /disclosures re- ceived from the Directors under Section 149(7] of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Direc- tors:-

a] Mr. Anil Kumar Gupta

b] Mr. Umesh Sharma

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COM- PANIES ACT, 2013:

During the financial year 2014-15, the company has not given any loan, provided guarantee and made investment under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There was a contract or arrangements made with related parties with arm length pricing as defined under Section 188 of the Companies Act, 2013 during the year under review.

INTERNAL AUDIT & CONTROLS

The Company continues to engage Mr. Ravi Agarwal as its Internal Auditor. During the year, the Com- pany continued to implement their suggestions and recommendations to improve the control envi- ronment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to im- prove efficiency in operations.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS:

M/s Udit Aggarwal & Associates, Chartered Accountants (Firm Registration Number 026161N] were appointed as Statutory Auditors for a period of 3 years in the previous Annual General Meeting subject to the ratification in every Annual General Meeting in terms of section 139(1] of the Companies Act, 2013. Their continuance of appointment and payment of remuneration are to be confirmed and ap- proved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appoint- ment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed Dharmen- dra Sharma & Associates a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended March 31, 2015 is annexed as Annexure-IIIto the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report.

COST AUDITOR:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's in respect of its prod- uct/services.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the statutoryauditors and the practicing company secretary in their secretarial audit report.

There was no qualification, reservation or adverse remark made by the Statutory Auditors&Secretarial auditor in their report for FY 2014-15.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

* During the financial year 2014-15the Company has made alteration in existing object clause in Memorandum of Association of the Company.

Conservation of energy, technology, absorption, foreign exchange earnings and outgo

The details ofEnergy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Steps taken for conservation NA

Steps taken for utilizing alternate sources of NA energy

Capital investment on energy conservation NA equipments

b) Technology Absorption:

Efforts made for technology absorption NA

Benefits derived NA

Expenditure on Research &Development, if NA any

Details of technology imported, if any NA

Year of import NA

Whether imported technology fully ab- NA sorbed

Areas where absorption of imported tech- NA nology has not taken place, if any

c) Foreign Exchange Earnings/ Outgo:

Earnings Nil

Outgo Nil

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

The Company does not have any subsidiary.

HUMAN RESOURCE DEVELOPMENT

As a member of The USG Group, your Company's human resource function is aligned to its global HR strategy, with intent to support its business strategy. It therefore derives robust support from the Group in areas of recruitment, training, appraisal, compensation, managing and rewarding perfor- mance, etc. Human Resources function ensures that all employees are aligned to the organisation's shared values, management principles and a high performance culture. Your Company strives to em- brace best HR practices to become an "Employer of Choice". Your Company aims to maintain its com- petitive edge by ensuring the right talent for the right job. This is ensured by using multi-pronged se- lection tools like assessment centres, personality tests and one-on-one interviews. Our recruitment strategy centres on infusing quality talent aligned to the values of Linde with potential to take the or- ganisation to a higher level of performance. Social networking sites are actively used - both as a source of candidate database and also as a platform to create strong employer brand.

RISK MANAGEMENT POLICY:

The management has taken all necessary steps to identify the elements of risks, if any. The manage- ment has implemented an effective and meaningful system to safeguard the assets of the company.

The Board has to review the business plan at regular intervals and develop the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. Environmental, Business, Operational, Financial and others. Communication of Risk Management Strategy to various levels of management for effective implementation is essential for achieving the goals of the organization.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment

Mr. Servesh Gupta, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Ms. Nirmal Garg has been appointed as an Independent Directors for term of 5 years with effect from 31.03.2015.

Also, Mr. Prem Sharma has been appointed as Chief Financial Officer of the Company with effect from 01st December,2014respectively.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule, 5 of The Compa- nies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, none of the Company's Employees who were in receipt of a remuneration not less than Rs. 60Lacs during the financial year; or the employee receipt of the remuneration for any part of that year , at a rate which, in aggregate, was notless was Rs.5 lacs per month and hence no particulars are required to be disclosed in this report.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remune- ration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

During the financial year the Company has paid remuneration amounting to Rs. 100,000/- (One Lacs only] to Mr.Servesh Gupta Whole Time Director of the company.

Receipt of any commission by Managing director / whole time director from a company or for receipt of commission / remuneration from it holding or subsidiary

During the financial year the Managing director/ whole time director has not received any commission from the Company, its holding or subsidiary Companies.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

During the financial year no order has been passed by the authorities which impacts the going concern status and company's operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The management has taken all necessary steps to plug the internal control weaknesses. The manage- ment has implemented an effective and meaningful system in place to safeguard the assets of the com- pany.

DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of princip- al or interest on public deposits was outstanding as on the date of the balance sheet.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

As per the Companies Act, 2013, companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR] Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profit of the company's three immediately preceding finan- cial years.

During the financial year 2014-15 the Company has not crossed the threshold limit for the Corporate Social Responsibility Committee as required under the Section 135 of the Companies Act, 2013 (as de- fined above]. So the company has not constituted the CSR committee and not done any activities de- fined under Schedule VII of the Companies Act, 2013.

COMMITTEES OF THE BOARD:

(a) Audit Committee

The Audit Committee continued working under Chairmanship of Shri Anil Kumar Gupta with Shri Ser- vesh Gupta and Shri Umesh Sharma as co-members. During the year, the sub-committee met onSix oc- casions with full attendance of all the members.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes

* Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

* Reviewing with the Management the quarterly unaudited financial statements and the Audi- tors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

* Review the Management Discussion & Analysis of financial and operational performance.

* Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Princi- ples in India (IGAAP].

* Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

During the year under review, the Audit Committee held a separate meeting with the Statutory Audi- tors and the Chief Internal Auditor to get their inputs on significant matters relating to their areas of audit.

(b) Remuneration Committee

In compliance with Section 178 of the Companies Act, 2013, the Board has renamed the existing "Re- muneration Committee" as the "Nomination and Remuneration Committee".

(C) Risk Management Committee

Business Risk Evaluation and Management is an on-going process within the Organization. The Com- pany has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

* Oversight of risk management performed by the executive management;

* Reviewing the BRM policy and framework in line with local legal requirements and SEBI guide- lines;

* Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

(D) Stakeholders' Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agree- ment, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".

The terms of reference of the Committee are:

* transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

* issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

* issue new certificates against subdivision of shares, renewal, split or consolidation of share cer- tificates / certificates relating to other securities;

* issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

* to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s], if any, and to allot shares pursuant to options exercised;

* to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

* to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

* to authorize the Company Secretary and Head Compliance / other Officers of the Share De- partment to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

* monitoring expeditious redressal of investors / stakeholders grievances;

* all other matters incidental or related to shares, debenture.

(f) Independent Directors' Meeting

During the year under review, the Independent Directors met on 31.03.2015 inter alia, to discuss:

* Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

* Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

* Evaluation of the quality, content and timelines of flow of information between the Manage- ment and the Board that is necessary for the Board to effectively and reasonably perform its duties.

* All the Independent Directors were present at the Meeting.

NOMINATION & REMUNERATION COMMITTEE POLICY:

The provisions of Section 178(1] relating to constitution of Nomination and Remuneration Committee. The committee frames the policy to translate the following business:

* Succession planning of the Board of Directors and Senior Management Employees;

* Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

* Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

* Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

Review the performance of the Board of Directors and Senior Management Employees based on cer- tain criteria as approved by the Board.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:

The provisions of Section 177 subsection 10 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers] Rules, 2013 is not applicable to the Company.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by your Company, together with a certificate from Mr. Udit Aggarwal, Chartered Accountants on compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is given in Annual Report in Annexure IV

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report on Company's performance - industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, are pre- sented in this Annual Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PRO- HIBITION &REDRESSAL) ACT, 2013:

The Company has adequate system for prevention of Sexual Harassment of Women at workplace and has set up cell for the same. During the year Company has not received any complaint ofharassment.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5] of the Companies Act 2013, your directors confirm that:

a] in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 as at 31st March, 2015 and of the profit /loss of the Compa- ny 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 the Companies Act 2013 for safeguarding the as- sets 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] As required under Section 134(5](f] of the Companies Act, 2013, and according to the informa- tion and explanations presented to us, based on the review done by the Audit/Risk and Com- pliance Committee and as recommended by it, we, the Board of Directors, hereby, state that adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provi- sions of all applicable laws as per the Company's Global Statutory Compliance Policy and that such systems and processes are operating effectively.

f] the directors had devised proper systems to ensure compliance with the provisions of all appli- cable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

The Board place on record their appreciations of the whole hearted and sincere co-operation received by the Company during the year from the employees, customers/ clients, bankers and various Gov- ernment authorities at all levels.

For and on behalf of the Board of Directors of USG Tech Solutions Limited

Sd/- Sd/- Servesh Gupta Satish Kumar Gupta Whole Time Director Director DIN-01451093 DIN-01451050 Address:4A/1,RAJ NARAIN ROAD, CIVIL Address : 4A/1,RAJ NARAIN ROAD, CIVIL LINES, DELHI, 110054, Delhi, INDIA LINES, DELHI, 110054, Delhi, INDIA

Date: 04/09/2015 Place: Noida


Mar 31, 2014

Dear Members,

The Directors are delighted to present the 15th Annual Report on the business and operations for the Financial Year ended 31st March, 2014:

Financial & Operational Highlights : (Rs. In Lacs)

PARTICULARS Year ended Year ended 31st March, 2014 31st March, 2013

Income 335.52 644.88

Expenditure 336.48 640.02

Profit Before Tax -0.95 4.86

Provision For Tax - 0.72

Profit Before Deferred Tax -0.95 4.14

Provision For Deferred Tax -1.35 0.78

Net Profit/loss After Taxation 0.40 3.36

Equity Share Capital (F.V Rs.10 each) 394.14 339.64

Reserve & Surplus 195.44 194.67

Basic Earning per Share - 0.01

Year in Retrospect

During the year under review, the Company''s Gross turnover reduced marginally from 644.88 Lacs previous year to 335.52 Lacs current year. The Current years working resulted into a profit of Rs 0.40 Lacs has compared to Rs 3.36 Lacs profit in the immediately preceding previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2014 and the date of this Report.

Dividend

In view of loss suffered by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A & 58AA of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: During the year under review, the Company has undertaken Offshore activities for software customization.

c. Foreign Exchange Earnings and Outgo : (Rs. In Lacs)

Particulars 2013-14 2012-13

Total Foreign Exchange earnings NIL 168.02

lotal Foreign Exchange outgo NIL 58/.14

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Satish Kumar Gupta, Director of the Company, retires by rotation and being eligible, seeks re-appointment.

Brief details of the Directors seeking appointment/re-appointment as stipulated under Clauses 49 of the Listing Agreement with the stock exchange is enclosed with the Notice.

During the year under review Mr Umesh Bhat, Director of the Company has resigned from the Board w.e.f. 18th February, 2014.

Auditors

M/s PVR-N & Co., Chartered Accountants have expressed their unwillingness for re appointment and they have to vacate their office at the conclusion of this meeting. In the meanwhile the Company received a notice from a shareholder along with a letter u/s 224 of the Companies Act, 1956 informing the eligibility signifying his intention to appoint M/ s Udit Aggarwal & Associates, chartered accountant to fill the casual vacancy in the forthcoming Annual General Meeting. The appointment of auditors in place of existing auditor of the company requires the approval of General Meeting by way of ordinary resolution.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31 st March, 2014 and of the loss of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Corporate Governance

The Company is committed to adopt the best practices in Corporate Governance, which is guided by the principles of conducting the business in a responsible, transparent and ethical manner so as to protect the interest of all stakeholders. As per Clause 49 of the Listing Agreement, a separate Section on Corporate Governance forms part of the Annual Report.

A certificate from Statutory Auditors with regard to the compliance of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is also annexed to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are presented in a separate section forming part of the Annual Report.

Listing

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Association Ltd. The Listing fees for the financial year 2014-15 have been paid to the Bombay Stock Exchange Limited.

Acknowledgment

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company''s employees & Shareholders of the Company.

By Order of the Board USG Tech Solutions Limited

Sd/- Sd/-

Noida, 29th August, 2014 Satish Kumar Gupta Servesh Gupta Director Director


Mar 31, 2013

Dear Members,

The Directors are delighted to present the 14th Annual Report on the business and operations for the Financial Year ended 31st March, 2013:

Financial & Operational Highlights :

(Rs. In Lacs)

PARTICULARS Year ended Year ended 31st March, 2013 31st March, 2012

Income 644.88 2029.57

Expenditure 640.02 1983.03

Profit Before Tax 4.86 46.54

Provision For Tax 0.72 13.69

Profit Before Deferred Tax 4.14 32.85

Provision For Deferred Tax 0.78 6.07

Net Profit After Taxation 3.36 26.78

Equity Share Capital

(F.V Rs.10 each) 339.64 305.00

Reserve & Surplus 194.67 191.68

Basic Earning per Share 0.01 0.09

Year in Retrospect

During the year under review, the Company''s Gross turnover reduced marginally from 2029.57 Lacs previous year to 644.88 Lacs current year. The Current years working resulted into a profit of Rs 3.36 Lacs as compared to Rs 26.78 Lacs in the immediately preceding previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc.

The Board of Directors in their meeting held on 1st April, 2013 allotted 54,50,000 fully paid Equity Shares of Rs 10/ - (Rupees Te n only) each to various strategic investors on the conversion of Warrants, also allotted 34,63,410 fully paid equity shares to M/s RIS Group Ltd, by way of preferential allotment at their meeting held on 20th November, 2012.

Dividend

In order to strengthen the fundamentals of the Company, your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board has not recommended any dividend for the year under review.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A & 58AA of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: During the year under review, the Company has undertaken Offshore activities for software customization.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Anil Kumar Gupta & Mr. Umesh Sharma, Directors of the Company, retires by rotation and being eligible, seeks re- appointment.

Brief details of the Directors seeking appointment/re-appointment as stipulated under Clause 49 of the Listing Agreement with the stock exchange is enclosed with the Notice.

During the year under review Mr Prem Gupta, Managing Director of the Company has resigned from the Board w.e.f. 6th May, 2013

Auditors

M/s PVR-N & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Corporate Governance

The Company is committed to adopt the best practices in Corporate Governance, which is guided by the principles of conducting the business in a responsible, transparent and ethical manner so as to protect the interest of all stakeholders. As per Clause 49 of the Listing Agreement, a separate Section on Corporate Governance forms part of the Annual Report.

A certificate from Statutory Auditors with regard to the compliance of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is also annexed to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are presented in a separate section forming part of the Annual Report.

Listing

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Association Ltd. The Listing fees for the financial year 2013-14 have been paid to the Bombay Stock Exchange Limited.

Acknowledgment

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.



By Order of the Board

USG Tech Solutions Limited



Sd/- Sd/-

Noida, 27th August, 2013 Satish Kumar Gupta Servesh Gupta

Director Director


Mar 31, 2011

Dear Members,

The Directors are delighted to present the Twelfth Annual Report on the business and operations for the Financial Year ended 31 st March, 2011:

FINANCIAL & OPERATIONAL HIGHLIGHTS:

(Rs. In Lacs)

PARTICULARS Year ended Year ended 31st March 31st March 2011 2010

Income 2408.96 2341.75

Expenditure 2342.17 2290.86

Profit Before Tax 66.80 50.89

Provision For Tax 25.42 22.38

Profit Before Deferred Tax 41.38 28.51

Provision For Deferred Tax (4.77) (9.04)

Net Prof it After Taxation 46.15 37.55

Equity Share Capital (F.V Rs.10 each) 975.39 975.39

Reserve & Surplus 164.89 118.74

Earning per Share 0.47 0.38

During the year under review, the Company's turnover was Rs 2408.96 Lacs and has posted a profit of Rs 46.15 Lacs as compared to Rs.2341.75 Lacs and Rs. Rs. 37.55 Lacs respectively in previous year. However, your Directors are hopeful that in the coming years, the Company will definitely perform up to the mark and retain the stakeholders' value.

Dividend:

In order to strengthen the fundamentals of the Company, your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board does not propose and declare any dividend for the year under review.

Public Deposits:

The Company has not invited/accepted any public deposits under section 58A & 58AA of the Companies Act, 1956 during the year ended on 31st March, 2011.

Directors:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. D. Uday Kiran, Director of the Company, retires by rotation and being eligible, seeks re-appointment.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Satish Kumar Gupta, Mr. Servesh Gupta. Mr. Kuldip Singh Bajwa were appointed as Additional Directors of the Company w.e.f. 04th July, 2011 and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notices in writing proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257 of the Companies Act, 1956.Your Directors' recommend their appointment.

Brief details of the Directors seeking appointment/re- appointment as stipulated under Clauses 49 of the Listing Agreement with the stock exchange is enclosed with the Notice.

Disclosure under Section 217(1) (d) of the Companies Act, 1956:

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and the date of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under Section 217(1)(e) of the Act read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further there was no Foreign Exchange earnings and outgo during the Financial Year 2010-2011.

Particulars of Employees:

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)

Rules, 1975and hence no particulars are required to be disclosed in this Report.

Directors' Responsibility Statement:

In the terms of provision of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures wherever applicable;

b. We have 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 as at 31st March, 2011, and of the Profits of the Company for the year ended on that date;

c. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. We have prepared the annual accounts on a 'going concern' basis.

Auditors:

M/s Venkata Srinivas & Associates, Chartered Accountant, Auditors of the Company shall hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. However, the retiring Auditor has given a notice in writing expressing his unwillingness for reappointment. Therefore the Board of Directors recommends the appointment of M/s PVR - N & Co., Chartered Accountants, as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the Conclusion of the next General Meeting on such remuneration as may be fixed by the Board of Directors of the Company.

A declaration has also been received from M/s PVR - N & Co., Chartered Accountants, to the effect that their appointment if made, would be within the prescribed under Section 224(1-B) of the Companies Act, 1956.

Auditors' Report:

The comments made by the Statutory Auditors in the Auditors' Report together with the Notes on Accounts are self-explanatory and hence, do not require any further explanation/clarification.

Corporate Governance:

The Company is committed to adopt the best practices in Corporate Governance, which is guided by the principles of conducting the business in a responsible, transparent and ethical manner so as to protect the interest of all stakeholders. As per Clause 49 of the Listing Agreement, a separate Section on Corporate Governance forms part of the Annual Report.

A certificate from Statutory Auditors with regard to the compliance of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is also annexed to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Change in Capital Structure:

The Authorized Share Capital of the Company was Increased from Rs. 10,66,00,000/- (Rupees Ten Crores and Sixty Six Lakh only) divided into 1,06,60,000 (One Crores Six Lakh Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.10/- (Rupees Ten only) each to accommodate the Further Issue of Convertible Warrants/Resultant Equity Shares of Rs. 1,75,00, 000 (One Crores and Seven Five Lakhs Only) vide Resolution passed through Postal Ballot on 29th March, 2011. As per the requirements of the SEBI (ICDR) Regulations, 2009 average of the weekly high and low of the closing prices of the related equity shares quoted on the recognised stock exchange during the six months preceding the relevant date was not available to determine the issue price. Hence, the In-principle Approval application was withdrawn for the issue of Convertible Warrants of 1,75,00,000.

Listing:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Association Ltd. These shares were not traded during the year at the said Stock Exchange(s). The Suspension in trading of Equity Shares of the Company revoked w.e.f. April 7, 2011 vide BSE Notice dated 1st April, 2011. The trading in the securities of the company was resumed in "T" group, but the same was shifted to "B" group w.e.f. 26th April, 2011 vide BSE Notice dated 8th April, 2011.

Listing of Equity Shares on BSE

The BSE granted final listing and trading approval for 6,00,000 Equity Shares issued at par bearing distinctive numbers 10050801 to 10650800 to M/s Sibar Software Services (India) Limited, for consideration other than cash on preferential basis vide Notice dated 21 st June, 2011.

Re-issue of Forfeited Equity Shares:

The Board of Directors in their meeting held on 17th January, 2006, accorded their approval for forfeiture of 8,96,882 (Eight Lakhs Ninety Six Thousands Eight Hundred and Eighty Two) Equity Shares of the Company. Pursuant to Clause 23 (a) of the Listing Agreement, the approvals of Shareholders was accorded vide Postal Ballot en 29th March, 2011 for Re-issue of the said Shares to Mrs. Anita Gupta and M/s Kokila Exports Pvt. Ltd.

The allotment of share capital was not made within 15 days of passing of the said resolution and hence, the resolution lapsed. Therefore, the approval for Re-issue of Forfeited Shares, is again placed before the Members for approval.

Acknowledgement:

The Board records its appreciation for the continued support and co-operation received from all its associates, the shareholders, customers, suppliers, banks and Government Departments. The Board of Directors recognized and placed on records their gratitude and appreciation for the commitment displayed by the employees at all levels of the Company .

By Order of the Board V & K Softech Limited

Sd/- Prem Gupta Chairman Hyderabad, 11th July,2011


Mar 31, 2010

The Directors are delighted to present the Eleventh Annual Report on the business and operations for the year ended 31st March, 2010

FINANCIAL & OPERATIONAL HIGHLIGHTS:

(Rs. In Lacs)

PARTICULARS Year ended Year ended

31st March 31st March 2010 2009

Income 2341.75 2458.54

Expenditure 2290.86 2416.06

Profit Before Tax 50.89 42.48

Provision For Tax 22.38 17 99

Profit Before Deferred Tax 28.51 24.49

Provision For Deferred Tax (9.04) (4.41)

Net Profit After Taxation 37.55 28 90

Equity Share Capital

(F.VRs.10each) 975.39 975 39

Reserve & Surplus 118.74 81.19

Earning per Share 0.38 0.30

During the year under review, the Companys turnover was Rs 2341.75 Lacs and has posted a profit of Rs. 37.55 Lacs as compared to Rs. 2458.54 Lacs and Rs. Rs.28.90 Lacs respectively in previous year. Despite the current recession in IT and Software Projects Development sector, your Directors are hopeful that in the coming years, the Company will definitely perform up to the mark and retain the stakeholders value.

DIVIDEND

In order to strengthen the fundamentals of the Company , your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board does not propose and declare any dividend for the year under review.

CORPORATE GOVERNANCE

The Company is committed to adopt the best practices in Corporate Governance, which is guided by the principles of conducting the business in a responsible, transparent and ethical manner so as to protect the interest of all stakeholders. As per Clause 49 of the Listing Agreement, a separate Section on Corporate Governance forms part of the Annual Report. A certificate from Statutory Auditors with regard to the compliance of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is also annexed to this Report.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 and Section 45-l(bb) of the Reserve Bank of India Act, 1934 during the year under review.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations. The Company contemplates to take advantage of the latest developments and advancements in the Industry. However, no technology/know how was purchased by the Company during the year. There was no foreign exchange earnings and outgo during the year under review.

DIRECTORS

Mr. D. Uday Kiran, stepped down from the post of Managing Director w.e.f. 01-06-2010 and continues to be Non-Executive Director on the Board. Mr. Prem Gupta was appointed as Managing Director of the Company in the Board meeting held on 30th July, 2010, subject to approval of the Members in the ensuing Annual General Meeting. In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rajesh Kumar Gupta, Director of the Company, retires by rotation and being eligible, seeks re-appointment.

Brief details of the Directors seeking appointment/ re-appointment as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as annexure to Directors Report.

AUDITORS

M/s. Venkata Srinivas & Associates, Chartered Accountants, Statutory Auditors of the Company shall

hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received declaration under Section 224(1 B) of the Companies Act. 1956, regarding their eligibility for the proposed re-appointment. Your Directors recommend their re-appointment.

AUDITORS REPORT

The comments made by the Statutory Auditors in the Auditors Report together with the Notes on Accounts are self-explanatory and hence, do not require any further explanation/clarification.

PARTICULARS OF EMPLOYEES

None of the Companys employees is in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence, no particulars are required to be disclosed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and as per the information and explanations furnished to them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b) That the Directors have 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 as at March 31, 2010 and of profits for the year ended on that date.

c) That 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; and

d) That the Directors had prepared the Annual Accounts for the year ended March 31,2010 on a going concern basis.

FORFEITURE/RE-ISSUE OF SHARES

The Board of Directors of your Company in their meeting held on 17th January, 2006, had forfeited 8,96,882 (Eight Lacs Ninety Six Thousand Eight Hundred and Eighty Two Only) Equity Shares, due to non-payment of call money and the same are pending for Re-issue.

IN PRINCIPLE APPROVAL FROM BSE

The Members of the Company accorded their approval in the 10th Annual General Meeting of the Company held on 30th September, 2009 for Reduction of Capital under section 100 to 104 of the Companies Act, 1956, from Rs.975,39,180 i.e. 97,53,918 Equity Shares of Rs. 10/- each to Rs. 9,15,39,180 i.e. 91,53,918 Equity Shares by cancelling the 600000 Equity Shares of Rs. 10/- each, which were allotted to M/s. Sibar Software Services (India) Limited, due to pendency of In - principle approval of the said shares at the Exchange. The BSE granted "In Principle Approval" for listing of 6,00,000 Equity Shares issued at par bearing distinctive numbers 10050801 to 10650800 to M/s Sibar Software Services (India) Limited, for consideration other than cash on preferential basis. Therefore, the approval so granted in the 10thAnnual General Meeting for Reduction of Capital by the Shareholders, has become infructuous. The aforesaid Equity Share Capital shall be listed on Bombay Stock Exchange, after the suspension is being revoked for which necessary steps are being taken.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Association Ltd. These shares were not traded during the year at the said Stock Exchange(s). The Trading of Equity Shares has been suspended by the BSE. The Company has made an application for revocation of trading to the BSE and regular follow up is being done for the same. Your Directors hope that the trading of the Companys shares will soon be revoked by the esteemed bourse BSE.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and co-operation received from all its associates, the shareholders, customers, suppliers, banks and Government Departments. The Board of Directors recognized and placed on records their gratitude and appreciation for the commitment displayed by the employees at all levels of the Company.

By Order of the Board

V & K Softech Limited

Sd/-

Chairman

Hyderabad, 3rd September, 2010

 
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