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Directors Report of Ushdev International Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Twentieth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1. Financial Results

Your Company operates in two different business sectors - trading in steel and metals (ferrous and non ferrous) and generation of power. The Company''s revenue, expenditure and results of operations are presented through consolidated financial statements and the details are given below:

(Rs. in Lacs)

Particulars Financial Financial Year Ended Year Ended 31/03/2014 31/03/2013

Gross Revenue 12,96,160.92 8,88,360.24

Gross Profit (before interest, depreciation, tax and writing off of preliminary expenses) 44,463.83 31,574.35

Interest 17,268.92 15,407.59

Depreciation 872.41 878.13

Provision for taxation 5,498.89 2,749.00

Net Profit / (Loss) 20,823.61 12,539.63

Deferred Tax Liability/(Assets) 8.86 (94.72)

Profit after Tax 20,814.75 12,634.35

Balance in Profit & Loss A/c c/f from last year 26,499.38 14,986.55

Amount available for appropriation 47,314.13 27,620.90

Appropriations

Proposed dividend on Equity Shares 710.84 710.84

Transfer to General Reserves 1,038.28 795.50

Tax on Dividend 120.81 115.29

During the year under review, your Company has made sales income of Rs. 12,96,160.92 lacs against Rs. 8,88,360.24 lacs for the previous year. The Company has earned profit of Rs. 20,814.75 lacs as compared to profit of Rs. 12,634.35 lacs in the previous year.

2. Dividend

Your Directors have recommended a dividend of 21% (Rs. 2.10/-) per equity share each for the Financial Year ended 31st March, 2014 (previous year 21% i.e. Re. 2.10/- per share) amounting to Rs. 710,83,740/-.

The dividend on the equity shares is subject to the approval of the shareholders at the ensuing Annua l Genera l Meeting. The totaldividend payout works out to Rs. 710,83,740/- for the standalone Company.

3. 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 Project 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. This has resulted in an increase in top line income by 45.90%.

4. Directors

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

(iv) Mr. Ashwin Rathi- Managing Director

(v) Mr. Vinay Kamat- Non Executive and Independent Director

(vi) Mr. Narayan Hegde- Non Executive and Independent Director

(vii) Mr. Suresh Lakhiani- Non Executive and Independent Director

(viii) Mr. Vijay Kumar Gupta- Non Executive and Independent Director

(ix) *Mr. Mark Pawley- Nominee Director

* Mr. Mark Pawley has been appointed as additional director on board of the Company by Oxley Securities No. 2 Pte Limited w.e.f. 2nd September 2013.

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. Prateek Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

A brief resume of the 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 he 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.

9. Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, 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 Earnings and Outgo:

Foreign Exchange Earnings/Outgo: (Rs. in Lacs)

Foreign Exchange Earned 3,14,160.14

Foreign Exchange Outgo 4,19,851.37

i. Activities relating to Exports undertaken by the Company:

During the year under review, the Company has undertaken following activities relating to export:

a) First annual performance report for SEZ/FTWZ operations having net foreign exchange of Rs. 766 lacs has been submitted to Development Commissioner (SEZ).

b) The Company has submitted the application for change in status from Export House to Star Trading House.

ii. Initiatives taken to increase Exports:

During the year under review, the Company has tied up with Henry Bath, GKE Metals as a logistics and supply chain partner for Far East Markets, LME traders like Clearsources Pte. Limited, Red Kite Master Fubd Limited and Gunvor Singapore Pte. Limited, in addition to LME traders like Steinweg, Gold Matrix Resources Pte Limited and Louis Dreyfus.

iii. Development of new export markets for products and services and export plans:

During the year under review, the Company has already exported around 18500 ferrous metals and 12621 of non ferrous metals compared to financial year 2012-13 resulting increase in 117% exports.

10. Public Deposits

The Company has not accepted any deposits from the public u/s 58A of the Companies Act,1956.

11. Particulars of Employees

Particulars of Employees are required in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended are given in annexure of the Directors Report.

12. Directors Responsibility Statement

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibily Statement, it is hereby confirmed;

i) that in the preparation of the Annual Accounts for the financial year 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for the year under review;

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

iv) that the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2014 on a going concern basis.

13. 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.

14. 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 Practising Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

15. 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 224(1B) of the Companies Act, 1956.

16. 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 Bankers and concerned Governmental Authorities. They are thankful to the Shareholders and Customers for their co-operation and trust they have reposed in the Company.

For and on behalf of the Board For Ushdev International Limited

Director Managing Director

Place : Mumbai Dated : May 12, 2014


Mar 31, 2013

To The Members,

The Directors have the pleasure in presenting their Nineteenth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

1. Financial Results

Your Company operates in two different business sectors - trading in steel and metals (ferrous and non ferrous) and generation of power. The Company''s revenue, expenditure and results of operations are presented through consolidated financial statements, the details of which are given below:

(Rs. in Lacs) Particulars Financial Financial Year Ended Year Ended 31/03/2013 31/03/2012

Gross Revenue 8,88,360 5,83,791

EBIDTA (Earnings before finance cost, depreciation, tax and writing off of preliminary expenses) 31,574 23,842

Finance cost 15,407 14,273

Depreciation 878 924

Profit before Tax 15,289 8,645

Provision for taxation 2,749 1,666

Deferred Tax Liability/(Assets) (94) (255)

Profit after Tax 12,634 7,234

Balance in Profit & Loss A/c carried forward from last year 14,987 8,251

Amount available for appropriation 27,621 15,485

Appropriations

Proposed dividend on Equity Shares 711 618

Transfer to General Reserves 796 624

Tax on Dividend 115 100

Foreign Currency Transaction Reserves (500) (844)

Balance carried to Balance Sheet 26,499 14,987

2. Dividend

The Board recommended dividend of 21% (i.e. Rs. 2.10/- per equity share) for the Financial Year ended 31st March, 2013 (previous year 21% i.e. Rs. 2.10 per equity share amounting to Rs. 617,94,180/-).

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. 710,83,740/- (2012-13: 21%) for the Company on standalone basis.

3. Issue of 44,23,600 Equity Shares of the Company to Oxley Securities No. 2 Pte Limited

Pursuant to the special resolution passed at the 18th Annual General Meeting of the Company held on 30th August, 2012 and pursuant to Chapter VII Preferential Issue under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009 and amended thereto, the Company had issued and allotted 44,23,600 equity shares of the Company to Oxley Securities No. 2 Pte Limited, having its office at, 3, Phillip Street, #17-01, Commerce Point, Singapore : 048693.

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. Mentioned below are the details of the Company Projects :

Date of Location No of Installed Investments Installation WEG''s Capacity (Rs. in Lacs)

29/03/2005 Tamil Nadu2 2 1.60MW 807

29/03/2006 Rajasthan 3 2.40 MW 1,178

29/03/2006 Karnataka 2 1.60 MW 785

30/03/2007 Gujarat 1 2 1.60 MW 740

10/07/2007 Gujarat 2 4 3.20 MW 1,480

26/09/2009 Tamil Nadu 3 6 9.90 MW 6,090

27/11/2010 Maharashtra 4 8.00 MW 4,900

Total 23 28.30 MW 15,981

During the year under review, the Company has sold its first project i.e. Tamil Nadu 1 consisting of 11 wind mills aggregating to 2.53 MW and therefore, the total installed capacity has reduced to 28.30 MW.

(ii) Steel Sector

Your Company''s emphasis on core competencies has paid off multifold. Your company has been successful in increasing its market share in the steel sector, which in turn has resulted in increasing its presence in this sector. This has resulted in an increase in top line income of 52.07%.

5. Directors

The Board of Directors of the Company comprises of the following Directors:

(i) Mrs. Suman Gupta- Chairperson & Non Executive Director

(ii) *Mr. Prateek Gupta- Vice Chairman & Non Executive Director

(iii) **Mr. Arvind Prasad- Managing Director

(iv) ***Mr. Ashwin Rathi- Managing Director & Group CFO

(v) Mr. Vinay Kamat- Independent & Non Executive Director

(vi) Mr. Narayan Hegde- Independent & Non Executive Director

(vii) Mr. Suresh Lakhiani- Independent & Non Executive Director

(viii) ****Mr. Vijay Kumar Gupta- Independent & Non Executive Director

*Mr. Prateek Gupta has resigned from the position of Managing Director of the Company and has been appointed as the Vice Chairman of the Company w.e.f. 1st of December, 2012.

**Mr. Arvind Prasad has been appointed as the Managing Director of the Company w.e.f. 1st December, 2012 vide Board Resolution passed in the Board Meeting held on 30th October, 2012.

***Mr. Ashwin Rathi has been appointed as the Managing Director & Group CFO of the Company vide Board Resolution passed in the Board Meeting held on 29th January, 2013.

****Mr. Vijay Kumar Gupta was appointed as an Additional Director of the Company vide Board Resolution passed in the Board Meeting held on 6th February, 2012. Subsequently he has been appointed as a Director of the Company vide Ordinary Resolution passed at the 18th Annual General Meeting of the Company held on 30th August, 2012.

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. Narayan Hegde retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

6. Subsidiary Companies

As on 31st March, 2013, the Company has following four wholly owned subsidiaries:

i. UIL (Singapore) Pte Limited

ii. UIL Hong Kong Limited

iii. Maa Jai Jyotawali Steel Private Limited

iv. Hobli Property Management Private Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its Annual Report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiary, subject to fullfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence, is entitled to exemptions. Accordingly the same is not attached to the Balance Sheet of the Company. The Annual accounts of the Subsidiary Company will be made available for inspection by any Shareholder and Shareholders who wish to have a copy of the Annual Accounts of the Subsidiary Companies may write to the Company Secretary at the Corporate Office of the Company for the same.

8. Consolidation of Financial Statements

In accordance with point 7 above the financial data of the Subsidiary Companies has been duly prepared by following Accounting Standard 21 (AS-21) notified by Companies (Accounting Standard) Rules, 2006 and forms part of the Annual Report. The Consolidated Financial Statements along with its Subsidiary Companies for the year ended 31st March, 2013 together with report of the Auditors there on and statement persuant to Section 212 of the Companies Act, 1956 forms a part of the Annual Report.

9. Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, 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 outgo are as follows:

Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings/Outgo: (Rs. in Lacs)

Foreign Exchange Earned 3,14,253.46

Foreign Exchange Outgo 3,38,709.67

i. Activities relating to Exports undertaken by the Company:

During the year under review, the Company has undertaken following activities relating to exports:

a) full fledge operations started at SEZ/FTWZ unit Arshiya FTWZ, Panvel. Copper, Aluminum, Tin and Lead added to the list of products in letter of approval.

b) Ushdev International Limited has won the prestigious "ECGC- D&B Indian Exporters Excellence Award 2012" in the "Best Trader- Exporter (Large) category" on 24th November, 2012.

ii. Initiatives taken to increase Exports:

During the year under review, the Company has already tied major LME Traders like Steinweg Sharaf FZE, Dubai, Goldmatrix Resources PTE, Singapore and Louis Dreyfus.

iii. Development of new export markets for products and services and export plans:

During the year under review, the Company has already exported around 14,288 MT compared to 870 MT in the financial year 2011- 12, resulting in an increase of 93% exports.

10. Public Deposits

The Company has not accepted any deposits from the public.

11. Particulars of Employees

Particulars of Employees as required in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are given in annexure to the Directors Report.

12. Directors Responsibility Statement

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) that in the preparation of the Annual Accounts for the financial year 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures

ii) that 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 or loss of the Company for the year under review

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

iv) that the Directors had prepared the Annual Accounts for the financial year ended 31st March, 2013 on a going concern basis.

13. 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.

14. 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. 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 Practising Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

15. Auditors

M/s. M. P. Chitale & Co, Chartered Accountants Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible have 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 224(1B) of the Companies Act, 1956. The Directors recommend their re- appointment by the shareholders at the ensuing Annual General Meeting of the Company.

16. Auditors Remark

The observations made by the Auditors in their report given in the notes to Accounts are self explanatory and therefore do not call for any futher comments under Section 217(3) of the Companies Act, 1956.

17. Cost Audit Report and Cost Accounting Records

Ministry of Corporate Affairs Cost Audit Branch had issued MCA order E No. 52/26/CAB - 2010 dated 2nd May, 2011. By virtue of this order Companies generating electricity and satisfying certain conditions are brought under the provisions of mandatory cost audit from the financial year beginning from 1st April, 2011. Ushdev International Limited being a Listed Company and one of its business being generation of power by windmills is required to perform cost audit for the windmill business.

Accordingly, the Company had appointed M/s. H. S. Bajaj & Co., Cost Accountants as Cost Auditor of the Company. The Cost Auditor had submitted his report before the Board of Directors of the Company. The Board of Directors has adopted and approved the report at their meeting held on 24th April, 2013.

The Company has also complied with the Cost Accounting Records (Electricity Industry) Rules, 2011.

18. 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 Suman Gupta Prateek Gupta

Director Director

Place : Mumbai

Dated : 24th April, 2013

25th May, 2012


Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

1. Financial Results

Your Company operates in two different business sectors-trading in steel and metals (ferrous and non ferrous) and generation of power. The Company's revenue, expenditure and results of operations are presented through consolidated financial statements and the details given below:

(Rs. in lakhs)

Particulars Financial Financial Year Ended Year Ended 31/03/2012 31/03/2011

Gross Revenue 5,86,078.96 3,28,928.72

Gross Profit (before interest, depreciation, tax and writing off of preliminary expenses) 23,842.13 14,682.98

Interest 14,273.39 8,518.42

Depreciation 923.81 761.91

Provision for taxation 1,666.37 1,078.93

Net Profit / (Loss) 6,978.56 4,323.72

Deferred Tax Liability/(Assets) (255.48) (50.64)

Profit after Tax 7,234.04 4,374.36

Balance in Profit & Loss A/c c/f from last year 8,250.66 5,010.42

Amount available for appropriation 15,484.70 9,384.78

Appropriations

Proposed dividend on Equity Shares 617.94 617.94

Transfer to General Reserves 624.58 413.54

Tax on Dividend 100.25 102.63

Balance carried to Balance Sheet 14,141.94 8,250.66

2. Dividend

The Board recommended dividend of 21% (i.e. Rs. 2.10/- per equity share) for the Financial Year ended 31st March, 2012 (previous year 21% i.e. Rs. 2.10/- per share) amounting to Rs. 6,17,94,180/-.

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. 6,17,94,180/- (2010-11: 21%) for the standalone Company.

3. Increase in Authorised Share Capital

In order to facilitate the issue of equity shares in future, the authorised share capital of the Company was increased from Rs. 30,00,00,000/- (Rupees Thirty Crores only) to Rs. 35,00,00,000/- (Rupees Thirty Five Crores only) vide special resolution passed at the Extra Ordinary General Meeting of the Company held on 7th March 2012.

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. We give the details of the Company projects as below:-

Date of Location No of Installed Investments Installation WEG's Capacity Rs. in Lakhs

27/03/1997 Tamil Nadu1 11 2.53 MW 1,406.35

29/03/2005 Tamil Nadu 2 2 1.60 MW 807.47

29/03/2006 Rajasthan 3 2.40 MW 1,178.48

29/03/2006 Karnataka 2 1.60 MW 785.65

30/03/2007 Gujarat1 2 1.60 MW 740.00

10/07/2007 Gujarat 2 4 3.20 MW 1,480.00

26/09/2009 Tamil Nadu 3 6 9.90 MW 6,090.00

27/11/2010 Maharashtra 4 8.00 MW 4,900.00

Total 34 30.83 MW 17,387.94

During the year under review, the Company has initiated the process for replacing its windmill project of 2.53 MW with 11 Nos. of 230 kW WEGs in Tamil Nadu with 3 Nos. of 850 kW WEGs with marginal capacity increase to 2.55 MW.

(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 the this sector. This has resulted in an increase in top line income of 79%.

5. Directors

The Board of Directors comprised of the following directors:

(i) Mrs. Suman Gupta- Chairperson and Non Executive Director

(ii) Mr. Prateek Gupta- Managing Director

(iii) Mr. Vinay Kamat- Non Executive and Independent Director

(iv) Mr. Narayan Hegde- Non Executive and Independent Director

(v) Mr. Suresh Lakhiani- Non Executive and Independent Director

(vi) Mr. Vijay Kumar Gupta- Non Executive and Independent Director

Mr. Vijay Kumar Gupta was inducted as an additional director with effect from 6th February 2012 and holds office up to ensuing annual general meeting of the Company. The Company has received notice from the member pursuant to Section 257 of the Companies Act, 1956, signifying his intention to propose the candidature of Mr. Vijay Kumar Gupta for the office of director.

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. Suresh Lakhiani retires by rotation at the ensuing annual general meeting of the Company and being eligible, offers himself for re-appointment.

7. Subsidiary Companies

As on 31st March, 2012, the Company has following two wholly owned subsidiaries:

i. UIL (Singapore) Pte Limited

ii. UIL Hongkong Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is attached to the Balance Sheet of the Company. The Shareholders who wish to have a copy of Annual Accounts of Subsidiary Company may write to the Company Secretary at the registered office of the Company.

8. Consolidation of Financial Statements

In accordance with the said above referred circular 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 two subsidiary companies and forms part of this Annual Report.

9. Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, 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 1,53,505.08

Foreign Exchange Outgo 1,76,286.10

i. Activities relating to Exports undertaken by the Company:

During the year under review, the Company has undertaken following activities relating to export:

a) Unit Approval process completed for setting up Special economic zone unit at Arshiya FTWZ, Panvel, Unit approval letter issued by development commissioner, Seepz.

b) Non-ferrous metal added like Nickel and Ferro Nickel in our metal trading activity.

c) Registration completed with ECGC for export payment insurance.

ii. Initiatives taken to increase Exports:

During the year under review, the Company tied up with LME registered members like Steinweg, Goldmatrix Resources and Noble Resources for sale and purchase of LME goods, which will result in worldwide exports.

iii. Development of new export markets for products and services and export plans:

During year under review, the Company has already exported around 869.168 MT Nickel to Dubai.

10. Public Deposits

The Company has not accepted any deposits from the public.

11. Particulars of Employees

Particulars of Employees are required in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are not applicable as none of the employees were paid a remuneration of Rs. 60,00,000/- or more per year or Rs. 5,00,000/- or more per month.

12. Directors Responsibility Statement

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2012 on a going concern basis.

13. 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.

14. 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 Practising 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.

15. Auditors

M/s. M. P. Chitale & Co, Chartered Accountants retire at the ensuing annual general meeting and being eligible to offer 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 224(1B) of the Companies Act, 1956.

16. Cost Audit Report and Cost Accounting Records

Ministry of Corporate Affairs Cost Audit Branch had issued MCA order E No. 52/26/CAB - 2010 dated 2nd May, 2011. By virtue of this order Companies generating electricity and satisfying certain conditions are brought under the provisions of mandatory cost audit from the financial year beginning from 1st April, 2011. Ushdev International Limited being a Listed Company and one of its business being generation of power by windmills is required to perform cost audit for the windmill business.

Accordingly, the Company had appointed M/s. H. S. Bajaj & Co., Cost Accountants as Cost Auditor. The Cost Auditor had submitted his report before the Board of Directors of the Company. The Board of Directors has adopted and approved the report at their meeting held on 25th May, 2012.

The Company has also complied with the Cost Accounting Records (Electricity Industry) Rules, 2011.

17. 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

Suman Gupta Prateek Gupta

Chairperson Managing Director

Place : Mumbai

Dated : 25th May, 2012


Mar 31, 2011

The Members,

The Directors have pleasure in presenting the Seventeenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

1. Financial Results

Your Company operates in two different business sectors - trading in steel and metals (ferrous and non ferrous) and generation of power. The Company's revenue, expenditure and results of operations are presented through consolidated financial statements and the details given below:

(Rs. in Lakhs)

Particulars Year Ended Year Ended 31st March, 31st March, 2011 2010

Gross Revenue 3,29,035 1,74,945

Gross Profit (before interest, depreciation, tax and writing off of preliminary expenses) 14,789 7,851

Interest 8,625 4,063

Depreciation 762 508

Provision for taxation 1,079 607

Net Profit / (Loss) 4,324 2,674

Deferred Tax Liability/(Assets) 51 19

Profit after Tax 4,375 2,693

Balance in Profit & Loss A/c c/f from last year 5,010 3,310

Amount available for appropriation 9,385 6,003

Appropriations

Proposed dividend on Equity Shares 618 618

Transfer to General Reserves 414 270

Tax on Dividend 103 105

Balance carried to Balance Sheet 8,250 5,010

2. Dividend

The Board of Directors have recommend dividend of 21% (i.e. Rs. 2.10/- per equity share) for the Financial Year ended 31st March, 2011 (previous year 21% i.e. Rs. 2.10/- per share) amounting to Rs. 6,17,94,180/- (previous year Rs. 6,17,94,180/-) The Dividend tax liability borne by your Company is Rs. 1,02,63,395/- (previous year Rs. 1,05,05,011/-).

3. Performance During the Year

(i) Power Sector

The Company has carried out its expansion plan in the relevant year also and has invested an amount of Rs. 173.88 crores in five states i.e. Tamil Nadu, Rajasthan, Karnataka, Gujarat and Maharashtra. We give the details of the Company projects 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 the this sector. This has resulted in an increase in top line income of 88%.

4. 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

The Industry is on a growth path in terms of capacities and global consumption with global demand and supply growing in tandem.

b. Opportunities and Threats

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

Segment wise analysis or performance is also given herewith as per Accounting Standard 17.

d. Outlook

Your Company is well respected in both aforesaid sectors i.e. Steel & 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

Ever changing scenario in international and domestic markets could be the only risk which may be faced by the Steel Industry.

The changing government policies are cause of concern for the Power generation business, however your Company is taking adequate precautionary steps to safeguard its interest.

f. Internal Control Systems and their Adequacy

Your Company has established effective internal operational control systems to monitor and review its business operations. Your Company has also appointed an internal auditor who is responsible for regular internal audit. This has substantially contributed to the better management.

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 expansion 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

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. The Promoters and the Directors are not dealing in the shares of the Company.

5. Directors

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. Vinay G. Kamat retires by rotation at the ensuing annual general meeting of the Company and being eligible to offers himself for re-appointment.

6. Subsidiary Companies

As on 31st March, 2011, the Company has following two wholly owned subsidiaries: i. UIL (Singapore) Pte Limited ii. UIL Hongkong Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to the Company Secretary at the registered office of the Company.

7. Consolidation of Financial Statements

In accordance with the said above referred circular 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 two subsidiary companies and forms part of this Annual Report.

8. Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that as the Company is not carrying on any manufacturing activity and does not consume power the guestion 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 16,235.98

Foreign Exchange Outgo 43,013.14

9. Fixed Deposits

The Company has not accepted any deposits from the public.

10. Particulars of Employees

Particulars of Employees are required in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are not applicable as none of the employees were paid a remuneration of Rs. 60,00,000/- or more per year or Rs. 5,00,000/- or more per month.

11. Directors Responsibility Statement

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2011, the applicableaccounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2011 on a going concern basis.

12. 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.

13. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Practising 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.

14. Auditors

M/s. M. P. Chitale & Co, Chartered Accountants retire at the ensuing annual general meeting and being eligible to offer 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 224(1 B) of the Companies Act, 1956.

15. 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

Suman Gupta Prateek Gupta Chairperson Managing Director

Place : Mumbai

Dated : 30th May, 2011


Mar 31, 2001

The Directors present herewith the Seventh Annual Report of Company together with the Audited Accounts for the year ended 31st March, 2001.

1. FINANCIAL RESULTS (RS. IN THOUSANDS)

YEAR ENDED YEAR ENDED 31.03.2001 31.03.2000

Gross Revenue 113,483 53,296

Gross Profit (before interest, depreciation, tax and writing off of preliminary expenses) 37,071 34,487

Interest 19,538 17,880

Depreciation 13,408 14,505

Provision for taxation 135 120

Preliminary expenses and share 212 212 issue expenses written off

Dimunition in value of Investments 2,332 691

Amt accrued in earlier years now written off Nil Nil

Net Profit/Loss 1,446 1,079

Transfer to

(i) General Reserve Nil Nil

(ii) Capital Redemption Reserve 1,000 1,000

Balance in Profit & Loss Account 7,862 7,415

2. DIVIDEND

The Directors do not recommend any dividend in view of the loss incurred by the Company.

3. PERFORMANCE DURING THE YEAR :

INFRASTRUCTURE

The Company has successfully commissioned in March, 1997 a Wind Mill project for generation of electricity having capacity of 2.53 M.W. in village Naranpuram, Tal. Dharmpuram, Dist. Periyar in the state of TamilNadu. The Plant Load Factors achieved are as follows :

No. of Units Sold

For the year ended March 1999 30% 66,42,536

For the year ended March 2000 34% 74,51,664

For the year ended March 2001 33% 70,07,184

The company is proud to achieve its goal of achieving PLF at 33% which is one of the highest PLFs in the state of Tamil Nadu and in India.

The company had availed loan from Indian Renewable Energy Development (IREDA) in March 97 for a period of 1+6 years @ of 19% interest. The company had applied to IREDA for Re-schedulement of loan and reduction of interest.

The Company now inform that its request has been accepted and new a loan tenure of 10 years has been granted with effect from 30.06.2001. Further the companys request for scaling down its interest of 19% to 14.5%, simple rate of interest from date of disbursement of loan (31.3.1997) till that has been accepted by IREDA.

The company has benefited a total amount of Rs.212.74 Lacs by this interest reduction out of which 76.49 lacks has been booked in the Financial Year 2000-2001.

BUSINESS

The company had leased some assets to Aldrich Pharmaceuticals Ltd. (formally known as Rokadia Chemicals Ltd.) on the due date Aldrich Pharmaceuticals Ltd., failed to pay its lease rentals to the Company. Subsequently, a consent terms were filed in the Mumbai High Court for Rs. 69.90 Lacs, Aldrich Pharmaceuticals Ltd. paid an amount of Rs. 44.69 Lacs and defaulted to make the balance payment.

The Company has taken Aldrich Pharmaceuticals Ltd., into Liquidation and the official Liquidator has been appointed. The Company still is pursuing criminal case u/s 138 and u/s 420 against the Directors of Aldrich Pharmaceuticals Ltd.

The company has temporarily put on hold its Information Technology project due to uncertain market conditions.

4. OUTLOOK FOR THE FUTURE

The Chairman and Managing Director has been taking very active role in Wind Power Industry and has been appointed as .the Vice President of WIND POWER PRODUCERS ASSOCIATION. WINDPRO is the largest body of Wind farm developers in the country and is one of the most well - recognized bodies in the industry.

The Company has also sponsored the Northern and Western Chapters of WINDPRO in its office, under the supervision of the Chairman and Managing Director - Mr. Vijay Gupta.

In the past year the global scenario about wind has been extremely encouraging, as India ranks the fifth in the globe for wind power. The Honorable Prime Minister of India has pledged to ensure the growth of this sector upto 10,000 MW upto the year 2010, (Currently at 1167 MW on 31.03.2000). Few states are allowing extremely viable policies, allowing upto 100% Sales Tax benefit to the project cost. In view of the same and after seeing the Companys extremely good performance, as one of the highest PLF achievers in the state of Tamil Nadu and India the Company would like to expand its wind farm business in several states in a phased manner over the years to come.

In the last year the International trading business of the Company has received good support by way of increase in order book. The company expects to achieve much better figures in the next Financial years.

The Companys principals are in the process of merging with the worlds largest steel producer - The UNISOR group, thus giving the company a much wider product range.

5. DIRECTORS

In accordance with the Companys Articles of Association, Mrs. Suman Gupta retires by rotation at the forthcoming Annual General Meeting and being eligible offer herself for re-appointment.

6. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, 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. However the figures of foreign exchange are given below.

Foreign Exchange Earnings/Outgo : Rs. in Thousand

Foreign Exchange Earned 4,754

Foreign Exchange Outgo 7,598

7. FIXED DEPOSITS

The Company have not accepted any deposits from public.

8. PARTICULARS OF THE EMPLOYEES

Particulars of Employees as required in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, are not applicable as none of the employees were paid a remuneration of Rs. 12,00,000/- or more per year or Rs. 1,00,000/- or more per month.

9. DIRECTORS RESPONSIBILITY STATEMENT

That in the preparation of the Annual Accounts, the applicable accounting standards has been followed alongwith proper explanation relating to material departures.

That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that year.

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.

That the directors had prepare the Annual Accounts on a going concern basis.

10. DEMATERIALISATSON OF SHARES

Your company had gone into the dematerialisation of the shares of the company, looking at the present need of investor convenience and has already executed Tripartite Agreement with National Securities Depositories Ltd. and Central Depositories Securities Ltd. and the Demat Registrars (i.e.) R&D Consultants Ltd.

11. LISTING OF SHARES

The Companys shares are listed on Mumbai Stock Exchage and the Company has paid the listing fees for the same.

12. AUDITORS

M/s. M. P. Chitale & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. You are requested to appoint them and fix their remuneration.

13. ACKNOWLEDGEMENT

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 the Bankers and Authorities of the State of Maharashtra. 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/-

Vijay Gupta

Chairman & Mananging Director

Place : Mumbai

Date : 6th August, 2001.

 
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