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.
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article