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USG Tech Solutions Ltd.

BSE: 532402 Sector: IT
NSE: N.A. ISIN Code: INE718B01017
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VOLUME 1
52-Week high 5.61
52-Week low 1.91
P/E 81.00
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.05
Sell Qty 999.00
OPEN 4.05
CLOSE 4.25
VOLUME 1
52-Week high 5.61
52-Week low 1.91
P/E 81.00
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.05
Sell Qty 999.00

USG Tech Solutions Ltd. (USGTECH) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the 17th Annual Report and the AuditedStatement for the Financial Year ended March 31 2016.

A. FINANCIAL RESULTS

The financial performance of the Company during for the Financial Year ended March 312016 is as under: The financial Summary

(Rs. In Lacs)

PARTICULARS 31st March 2016 31st March 2015
Income 252.29 176.51
Expenditure 237.22 179.73
Profit Before Tax 15.07 (3.21)
Provision For Tax 04.65
Profit Before Deferred Tax 10.42 (3.21)
Provision For Deferred Tax (2.89) (4.90)
Net Profit/loss After Taxation 13.31 1.68
Equity Share Capital (F.V Rs.10 each) 394.14 394.14
Reserve & Surplus 210.35 197.04
Basic Earnings per Share 0.033 -

B. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the year under review the Company has gained Profit before tax of Rs.1507558.07as compared to Loss of Rs. 321808.16 during the previous year and has earned a profitafter tax (MAT) of Rs. 32180.8462 as compared to profit of Rs. 168883.67 during theprevious year. The company expects good business and returns in future

C. CHANGE IN NATURE OF BUSINESS

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

D. DIVIDEND

In order to conserve the resources of the company for the good future prospects andgrowth and as the Company has gained small amount of Profit in the said reporting periodthe Board of Directors taking this view have decided not to distributed any dividend outof the reserve of the Company and therefore the Board of Directors of the company has notrecommended any divi-dend to the shareholders.

E. AMOUNT TRANSFERRED TO RESERVE

There is Profit amounting Rs. 13 31027 is transfer to reserves during the financialyear 2015-2016

F. CHANGES IN SHARE CAPITAL

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

• Disclosure regarding issues of equity shares with differential rights:

• The Company has not issues any equity shares with differential rights during theyear Under review.

• Disclosure regarding issues of employee stock options:

• The Company has not provided any Stock Option Scheme to the employees during theyear under review.

• Disclosure regarding the issues of sweat equity shares:

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

G. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12 of the Compa-nies (Management and Administration) Rules 2014 forthe financial year 2015-16 has been enclosed with this report in ANNEX-URE- I

H. NUMBER OF MEETING OF THE BOARD OF DIRECTORS

During the financial year 2015-16

12 (Twelve) meetings of Board of Directors of the Company were held and the interveninggap between the Meetings was within the period prescribed under the Companies Act 2013(i.e. the maximum interval between any two board meeting did not exceed 120 Days)

01/04/2015 27/05/2015
16/06/2015 13/08/2015
17/08/2015 04/09/2015
01/10/2015 23/10/2015
14/11/2015 05/01/2016
09/02/2016 21/03/2016

I. NUMBER OF MEETINGS OF COMMITTEE During the financial year 2015-16 6 (Six) AuditCommittee Meetings (AC)

27/05/2015 16/07/2015
13/08/2015 17/08/2015
23/10/2015 08/02/2016

5 (Five) Nomination and Remuneration Committee Meeting (NRC)

01/04/2015 13/08/2015
17/08/2015 23/10/2015
08/02/2016

4 (Four) Stakeholder Relationship Committee Meeting (SRC)

27/05/2015 13/08/2015
23/10/2015 08/02/2016

J. BOARD EVALUTION

SEBI (LODR) Regulations 2015 Mandate that board shall monitor and Review the Boardevaluation Framework. The Framework includes the evaluation of Directors on Variousparameters such as: D Board Dynamics and relationship D Information's inflows D Decisionmaking D Relationship with stakeholders D Company Performance and Strategy D TrackingBoard and committee effective ness D Peer evaluation The companies Act 2013 states thatformal annual evaluation needs to be made by the board of its own performance and that'sits committees and individual directors. Schedule IV of companies act 2013 states thatperformance evaluation of independent director shall be done by entire Board of DirectorExcluding the Director being Evaluated.

The evaluations of the entire director and the board as a whole was conducted based onthe criteria and framework adopted by the board. The evaluation process has been explainedin the Corporate Governance Report. The Board approved the evaluation results as collatedby NRC.

K. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program.The details of training and familiarization program are provided in the corporategovernance report at the time of the appointment of an independent director the Com-panyissues a formal letter of appointment outlining his / her role function duties andresponsibilities.(http://www.usgtechsolutions.com/wp-content/uploads/2016/04/Familiarisation-Programme.pdf)

L. USG TECH SOLUTIONS LIMITED' CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and theapplicable US Securities laws. The Insider Trading Policy of the Company lays downguidelines and procedures to be followed and disclosures to be made while dealing withshares of the Company as well as the consequences of violation. The policy has beenformulated to regulate monitor and ensure reporting of deals by employees and to maintainthe highest ethical standards of dealing in Company securities. The Insider Trading Policyof the Company covering code of practices and procedures for fair disclosure ofunpublished price sensitive information and code of conduct for the prevention of insidertrading is available on our website: ( http://www.usgtechsolutions.com/wp-content/uploads/2016/03/Code-of-Conduct.pdf )

M. LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different Segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited and the CSE Limited during February 2016.

N. POLICIES

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite: http:// www.usgtechsolutions.com/investors/ .

The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement.

• Annual Evaluation Policy

• Archive Policy

• Board Diversity Policy

• Policy On Determination Of Materiality Of Events

• Policy On Material Subsidiaries

• Preservation Of Records

• Related Party Transaction Policy

• Vigil Mechanism Policy

O. BOARD INDEPENDENCE

Definition of 'Independence' of Directors is derived from Regulation -25 of SEBI (LODR)Regulations 2015 and Section 149(6) of the Companies Act 2013. Based on the confirmation/disclosures received from the Directors under Section 149(7) of the Com-panies Act 2013and on evaluation of the relationships disclosed. the following Non-Executive Directorsare considered as Inde-pendent Directors as on 31st March 2016 a) Mr. Anil Kumar Gupta b)Ms. Nirmal Garg

P. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

During the financial year 2015-16 the company has Invested in Loan Deposit undersection 186 Read with Section 179(3)(f) of the Companies Act 2013. In M/S Money MishraFinancial Services Amounting Rs. 45000000 ( Four Crore Fifty lakh) @ 24% P.A During TheYear 2015-2016

Q. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

R. INTERNAL AUDIT & CONTROLS

The Company continues to engage CA RAVINDER KUMAR AGARWA (Agarwal Ravinder &Associates) as its Internal Audi-tor. During the year the Company continued to implementtheir suggestions and recommendations to improve the control envi-ronment. Their scope ofwork includes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan Ongoing basis to improve efficiency in operations.

S. AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS:

M/s Udit Aggarwal & Associates Chartered Accountants (Firm Registration Number026161N) were appointed as Statutory Audi-tors for a period of 3 years in the 29 September2014 Annual General Meeting subject to the ratification in every Annual General Meeting interms of section 139(1) of the Companies Act 2013. Their continuance of appointment andpayment of remuneration are to be confirmed and approved in the ensuing Annual GeneralMeeting. The Company has received a certificate from the above Auditors to the effect thatif their appointment is ratified it would be in accordance with the provisions of Section141 of the Companies Act 2013. The Notes on financial statement referred to in theAuditors' Report are self-explanatory and do not call for any further comments.

T. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Dharmendra Sharma & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit inForm MR 3 for the Financial Year ended March 31 2016 is annexed as Annexure-III to theReport. There are no qualifications reservations or adverse remarks made by SecretarialAuditor In his report.

U. COST AUDITOR

As per the Cost Audit Orders Cost Audit is not applicable to the Company's in respectof its product/services. Explanation or comments on qualifications reservations oradverse remarks or disclaimers made by the statutory auditors and the practicing companysecretary in their secretarial audit report.There was no qualification reservation oradverse remark made by the Statutory Auditors & Secretarial auditor in their reportfor FY 2015-16.

V. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No Material Changes affecting the Financial Position of Company Took Place

W. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under: a) Conservation of Energy:

Steps taken for conservation NA
Steps taken for utilizing alternate sources of energy NA
Capital investment on energy conservation equipments NA
b) Technology Absorption:
Details of technology imported if any NA
Year of import NA
Whether imported technology fully absorbed NA
Areas where absorption of imported technology NA
has not taken place if any
Efforts made for technology absorption NIL
Benefits derived NIL
Expenditure on Research &Development if any NIL

c) Foreign Exchange Earnings/ Outgo: (in Indian Rs)

Earnings 14270723
Outgo Nil

X. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:

RIS Pty Ltd is Foreign wholly owned Subsidiary of USG Tech Solutions Limited Having ItsRegistered office at Australia. & Niskarsh Properties Private Limited havingRegistered Office RR-19 Mianwali Nagar Paschim Vihar New Delhi West Delhi- 110087 is alsothe Subsidiary Company of USG Tech Solutions Limited

Y. HUMAN RESOURCE DEVELOPMENT

As a member of The USG Group your Company's human resource function is aligned to itsglobal HR strategy with intent to support its business strategy. It therefore derivesrobust support from the Group in areas of recruitment training appraisal com-pensationmanaging and rewarding performance etc. Human Resources function ensures that allemployees are aligned to the organization's shared values management principles and ahigh performance culture. Your Company strives to embrace best HR practices to become an"Employer of Choice". Your Company aims to maintain its competitive edge byensuring the right talent for the right job. This is ensured by using multi-prongedSelection tools like assessment centers personality tests and one-on-one interviews. Ourrecruitment strategy centres on infusing quality talent aligned to the values of Lindewith potential to take the organisation to a higher level of performance. Socialnetworking sites are actively used - both as a source of candidate database and also as aplatform to create strong employer brand.

Z. RISK MANAGEMENT POLICY

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

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

ZA. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 of the Companies Act 2013 read with Rule 5of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noneof the Company's Employees who were in receipt of a remuneration not less than Rs. 60 Lacsduring the financial year; or the employee receipt of the remuneration for any part ofthat year at a rate which in aggregate was not less was Rs.5 lacs per month and henceno particulars are required to be disclosed in this report

ZB. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and ap-pointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Gover-nance Report.

ZC. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Chairman of the Board

Mr. Satish Kumar Gupta. Executive Director is Chairman of the Board.

Inductions

The Board made the following appointments / re-appointments based on therecommendations of the nomination and re-muneration committee :

1. Re-appointment of Mr. Servesh Gupta as Managing Director of the Company subject toapproval of Shareholders.

2. Appointment of Ms. Nidhi Dixit as Company Secretary & Compliance Officereffective from April 1 2015.

3. Appointment of Ms. Ruchi Aggarwal as Company Secretary & Compliance Officereffective from September 4 2015

4. Appointment of Mr. Shiv Kumar Gupta as additional director with effect from August17 2015

5. Appointment of Ms. Jagpreet kaur gill as company Secretary & compliance officerwith effect from 5th January 2016 as per SEBI(LODR) Regulations 2015 with effect fromDecember 1 2015

Re-Appointments

As per the provisions of the companies act 2013 Mr. Satish Kumar Gupta retires byrotation at the ensuing annual general meeting and being eligible seeks re-appointment.The board recommends his re-appointment.

Retirements And Resignations

1. Mr. Umesh Sharma resigned as independent director with effect from October 1 2015due to personal reasons.

The board places on record its appreciation for the services rendered by Mr. UmeshSharma during his tenure with the company.

2. Ms. Nidhi Dixit resigned as Company Secretary with effect from August 15 2015 dueto personal reasons. The board places on record its appreciation for the services renderedby Ms. Nidhi Dixit during her tenure with the company.

3. Mr. Shiv Kumar Gupta resigned as director with effect from January 05 2016 due topersonal reasons. The board places on record its appreciation for the services rendered byMr. Shiv Kumar Gupta during his tenure with the company.

4. Ms. Ruchi Aggarwal resigned as Company Secretary with effect from January 05 2016due to personal reasons.

The board places on record its appreciation for the services rendered by Ms. RuchiAggarwal during her tenure with the company.

ZD. DECLARATION BY INDEPENDENT DIRECTORS U/S 149(6)

All independent director have given the Declaration that they meet the criteria ofindependence as laid down under the Companies Act 2013 and SEBI (LODR) Regulations 2015

ZE. COMMITTEES OF THE BOARD

Currently The Board Has 3 Committees: The Audit Committee The Nomination AndRemuneration Committee The Stakeholders Relationship Committee has Proper composition ofIndependent Directors and Executive Director. A Detailed Note On The Composition Of TheBoard And Its Committees Is Provided In The Corporate Governance Report Section Of ThisAnnual Report.

ZF. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board Has Adopted Policies And Procedures For Ensuring The Orderly And EfficientConduct Of Its Business Including Adherence To The Company's Policies The SafeguardingOf Its Assets The Prevention And Detection Of Frauds And Errors The Accuracy AndCompleteness Of The Accounting Records And The Timely Preparation Of Reliable FinancialDisclosures.

ZG. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

a) In the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the profit/loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) As required under Section 134(5)(f) of the Companies Act 2013 and according to theinformation and explanations presented to us based on the review done by the Audit/Riskand Compliance Committee and as recommended by it we the Board of Directors herebystate that adequate systems and processes commensurate with the size of the Company andthe nature of its business have been put in place by the Company to ensure compliancewith the provisions of all applicable laws as per the Company's Global StatutoryCompliance Policy and that such systems and processes are operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

ZJ. AUDITORS Statutory Auditors

At the annual general meeting held on 29/09/2014 M/S Udit Aggarwal & Associateschartered accountants were appointed as statutory auditors of the company to hold officetill the conclusion of the annual general meeting to be held in the calendar year 2017. Interms of the first proviso to section 139 of the companies act 2013 the appointment ofthe auditors shall be placed for ratification at every annual general meeting.Accordingly the appointment of M/S Udit Aggarwal & Associates chartered accountantsas statutory auditors of the company is placed for ratification by the shareholders Theauditors' report for fiscal 2016 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.

ZK. SECRETARIAL AUDITOR

Dharmendra Sharma & Associates practicing company secretaries was appointed toconduct the secretarial audit of the company for the fiscal 2016 as required undersection 204 of the companies act 2013 and rules thereunder. The secretarial audit reportfor fiscal 2016 forms part of the annual report as ANNEXURE- III to the board's report.The secretarial audit report does not contain any qualification reservation or adverseremark.

ZL. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of corporate Governance beingFountain head of Value Creation for all Stakeholders especially shareholders. The Companyhas in place a well-defined Corporate Governance Mechanism which considers the interest ofthe entire stakeholder. Separate report on corporate governance forming part of the BoardReport Along with Auditor's Certificate is ANNEXURE -IV

ZM. AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) regulations2015 the auditors' certificate on corporate governance is enclosed as ANNEXURE - V to theboard's report. The auditors' certificate for fiscal 2016 does not contain anyqualification reservation or adverse REMARK

ZN. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management's discussion and analysis report on company's performance - industrytrends and other material changes with respect to the company and its subsidiarieswherever applicable are presented in this annual report.

ZO. DEPOSITS

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on public deposits was outstanding as on the date of the balancesheet

ZP. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

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

During the financial year 2015-16 the Company has not crossed the threshold limit forthe Corporate Social Responsibility Committee as required under the Section 135 of theCompanies Act 2013 (as defined above). So the company has not constituted the CSRcommittee and not done any activities defined under Schedule VII of the Companies Act2013.

ZQ. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION&REDRESSAL) ACT 2013:

The Company has adequate system for prevention of Sexual Harassment of Women atworkplace and has set up cell for the same. During the year Company has not received anycomplaint of harassment.

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors of
USG Tech Solutions Limited
Sd/- Sd/-
Servesh Gupta Satish Kumar Gupta
Whole Time Director Director
DIN- 01451093 DIN- 01451050
Address: 4A/1Raj Narain Road Address : 4A/1Raj Narain Road
Civil Lines Delhi 110054 (India) Civil Lines Delhi 110054 (India)