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USG Tech Solutions Ltd.

BSE: 532402 Sector: IT
NSE: N.A. ISIN Code: INE718B01017
BSE 00:00 | 19 Aug 6.84 -0.16
(-2.29%)
OPEN

7.10

HIGH

7.47

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NSE 05:30 | 01 Jan USG Tech Solutions Ltd
OPEN 7.10
PREVIOUS CLOSE 7.00
VOLUME 8498
52-Week high 22.00
52-Week low 3.21
P/E
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.10
CLOSE 7.00
VOLUME 8498
52-Week high 22.00
52-Week low 3.21
P/E
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

USG Tech Solutions Ltd. (USGTECH) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the 22nd Annual Report andthe Audited Statement for the Financial Year ended March 31 2021.

FINANCIAL RESULTS

The Summarized Standalone & Consolidated financial results of theCompany for the year under review are as below:

(Rs.in Lacs)

Standalone Financials Highlights (in Lacs) Consolidate Financials Highlights (in Lacs)
PARTICULARS Year Ended March 31 2021 Year Ended March 31 2020 Year Ended March 31 2021 Year Ended March 31 2020
Total Turnover 2.32 0.36 335.73 77.02
Profit (Loss) before depreciation & tax (354.33) (53.66) (496.7) (377.44)
Depreciation 1.18 1.61 2.30 3.23
Profit (Loss) before tax & Extra Ordinary Items (355.51) (55.27) (499.00) (380.67)
Exceptional Items - - - -
Profit(Loss) before tax Provision for tax (355.51) (55.27) (499.00) (380.67)
- Current Tax - - - -
- Deferred Tax - - - -
Profit (Loss)after tax (355.51) (55.27) (499.00) (380.67)

FINANCIAL PERFORMANCE

The turnover of the Company for the year ended 31st March 2021 wasRs. 2.32 (in lakh) as compared to Rs. 0.36 (in lakh) in the previous year.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

The Company has suffered loss in the said reporting period hence theBoard of Directors has decided not to distribute any dividend out of the reserve of theCompany and therefore the Board of Directors of the company has not recommended anydividend to the shareholders.

AMOUNT TRANSFERRED TO RESERVE

The Company has transferred whole of its loss to reserves during thefinancial year 2020-2021.

CHANGES IN SHARE CAPITAL

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

Disclosure regarding issues of equity shares withdifferential rights:

The Company has not issues any equity shares with differential rightsduring the year under review.

Disclosure regarding issues of employee stock options:

The Company has not provided any Stock Option Scheme to the employeesduring the year under review.

Disclosure regarding the issues of sweat equity shares:

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

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) ofthe Companies Act 2013 and Rule 12 of the Companies (Management and Administration)Rules 2014 for the financial year 2020-21 has been enclosed with this report in ANNEXURE-I.

COMPOSITION OF BOARD AND COMMITTEES THE BOARD OF DIRECTORS i.COMPOSITION NAME OF MEMBERS AND CHAIRMAN:

Name of the Board Member Designation
1. Mr. Servesh Gupta Managing Director & Chairman
2. Mrs. Nirmal Garg Independent Director
3. Mr. Deepak Kumar Bansal Independent Director
4. Mrs. Ashima Gupta Executive Director
5. Mr. Manish Kumar Chief Financial Officer
6. Ms. Sandhya Pandey Company Secretary

ii. NAME AND DESIGNATION OF COMPLIANCE OFFICER:

Ms. Sandhya Pandey was appointed as Company Secretary and Complianceofficer of the Company w.e.f. 21st September 2020.

iii. MEETINGS DURING 2020-2021

Eight (8) meetings of Board of Directors of the Company were held andthe intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 (i.e. the maximum interval between any two board meeting did notexceed 120 Days)

02.06.2020
28.07.2020
18.08.2020
19.09.2020
13.11.2020
14.12.2020
12.02.2021
22.03.2021

AUDIT COMMITTEE

The committee as on date of this report consists of three membersnamely Mr. Deepak Kumar Bansal Mrs. Nirmal Garg and Mr. Servesh Gupta out of which twoare independent Directors. Mr. Deepak Kumar Bansal is the Chairman of Audit Committee. Allmembers of the Audit Committee possess sufficient knowledge and experience in the field ofFinance and Accounts. The Committee composition is in accordance with the provisions ofCompanies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

i. MEETINGS DURING 2020-2021

28.07.2020
18.08.2020
13.11.2020
12.02.2021

STAKEHOLDER RELATIONSHIP COMMITTEE

The committee as on date of this report consists of three members.

i. COMPOSITION NAME OF MEMBERS AND CHAIRMAN:

Name of the Committee Member Designation
1. Mr. Deepak Kumar Bansal Chairman
2. Mrs. Nirmal Garg Member
3. Mr. Servesh Gupta Member

ii. MEETINGS DURING 2020-2021

28.07.2020 13.11.2020
18.08.2020 12.02.2021

NOMINATION AND REMUNERATION COMMITTEE MEETING (NRC)

The committee as on date of this report consists of three members.

i. COMPOSITION NAME OF MEMBERS AND CHAIRMAN:

Name of the Committee Member Designation
1. Mr. Deepak Kumar Bansal Chairman
2. Mrs. Nirmal Garg Member
3. Mr. Servesh Gupta Member

ii. MEETINGS DURING 2020-2021

09.09.2020
13.11.2020

BOARD EVALUTION

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Committees. The Nomination and RemunerationCommittee ("NRC") has framed the Directors' Performance Evaluation Policy('Policy') and based on the recommendation of the NRC. Accordingly the evaluation ofBoard was carried out by each Director of each committee by each of its member and of theindividual Director by all other Directors on the Board excepting the concerned Directorhimself. The Independent Directors of the Company positively reviewed the performance ofnon-independent directors and the Board as a whole; reviewed the performance of theChairperson of the company taking into account the views of the executive directors andnon-executive directors; and assessed the quality quantity and timeliness of flow ofinformation between the company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their Remuneration. The said policy has been uploaded onthe website of the Company. The key provisions of Nomination and Remuneration policy areappended as an Annexure V11I to the Board's report.

CONSOLIDATED FINANCIAL STATEMENTS

The Company is having two Subsidiary Companies and one Subsidiary LLP;therefore applicable provisions of Companies Act 2013 and the Accounting Standard AS-21in relation to Consolidation of Financial Statements are applicable on the Company.

SECRETARIAL STANDARDS OF ICSI

The Ministry of Corporate Affairs has mandated SS-1 SS-2 and SS-3 withrespect to board meetings general meetings and payment of dividend respectively. TheCompany is in compliance with the same.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend anorientation program. The details of training and familiarization program are provided inthe corporate governance report at the time of the appointment of an independentdirector the Company issues a formal letter of appointment outlining his / her rolefunction duties andresponsibilities.(http://www.usgtechsolutions.com/wp-content/uploads/2016/04/Familiarisation-Programme.pdf)

USG TECH SOLUTIONS LIMITED CODE OF CONDUCT FOR THE PREVENTION OFINSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy inaccordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation2015 and the applicable US Securities laws. The Insider Trading Policy of the Company laysdown guidelines and procedures to be followed and disclosures to be made while dealingwith shares 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 )

POLICIES

We seek to promote and follow the highest level of ethical standards inall our business transactions guided by our value system. The SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 mandated the formulation of certainpolicies for all listed companies. All our corporate governance policies are available onour website: http:// www.usgtechsolutions.com/investors/ .

The policies are reviewed periodically by the Board and updated basedon need and new compliance requirement. Q Annual Evaluation Policy Q Archive Policy QBoard Diversity Policy Q Policy On Determination Of Materiality Of Events Q Policy OnMaterial Subsidiaries Q Preservation Of Records Q Related Party Transaction Policy Q VigilMechanism Policy

BOARD INDEPENDENCE

Definition of 'Independence' of Directors is derived from Regulation-25of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. Based onthe confirmation /disclosures received from the Directors under Section 149(7) of theCompanies Act 2013 and on evaluation of the relationships disclosed. The followingNon-Executive Directors are considered as Independent Directors as on 31st March 2021: a)Mr. Deepak Kumar Bansal b) Mrs. Nirmal Garg

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT 2013

In accordance with Section 134(3) (g) of the Companies Act 2013 theparticulars of loans guarantees and investments under Section 186 of the Companies Act2013 are provided in notes to financial statements read with respective heads to theFinancial Statements which forms part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by theCompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arm's length transactions under third proviso there to shallbe disclosed in Form No. AOC-2 as ANNEXURE- II.

INTERNAL AUDITOR INTERNAL AUDIT & CONTROLS

The Company has well equipped internal audit mechanism. 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.

AUDITORS AND AUDITOR'S REPORT STATUTORY AUDITORS:

M/S M J R A & Associates. (FRN No. 013850N) Chartered Accountantswere appointed as Statutory Auditors for a period of 5 years from the 22nd Annual GeneralMeeting who shall hold the office till the conclusion of 27th Annual General Meeting ofthe company as per the section 139(1) of the Companies Act 2013 subject to approval ofmembers in the General Meeting.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Sunpreet Singh & Associates a firm of Company Secretariesin Practice to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit in Form MR-3 for the Financial Year ended March 31 2021 is annexed asANNEXURE-III to the Report. The qualification made by auditor is:

Observation Auditor Remarks Management Response
Regulation 23(9) for the half year ended 30th September 2020 of SEBI (LODR) 2015 Not filed within due date i.e within 30 days from the date of publication of standalone and consolidated financial Results for the half year ended 30th September 2020 It was filed on 11th February 2021 as the Company had been facing Staff Scarcity issues due to loss of people being serviced with respect to information requirements and clarifications as many got infected due to Covid virus and also our office remained shut for almost 3 to 4 months during this period due to lockdown period and further our office building was shut due to many Covid-19 cases resulting in delay while preparing the requisite information.

COST AUDITOR

As per the Cost Audit Orders Cost Audit is not applicable to theCompany's in respect of its product/services.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of corporateGovernance being Fountain head of Value Creation for all Stakeholders especiallyshareholders. The Company has in place a well-defined Corporate Governance Mechanism whichconsiders the interest of the entire stakeholder. Separate report on corporate governanceforming part of the Board Report Along with Auditor's Certificate is ANNEXURE -IV

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements)regulations 2015 the auditors' certificate on corporate governance is enclosed asANNEXURE - V to the board's report. The auditors' certificate does not contain anyqualification reservation or adverse remark.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management's discussion and analysis report on company'sperformance - industry trends and other material changes with respect to the company andits subsidiaries wherever applicable are presented in this annual report ANNEXURE- VI

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Independent Directors comply with the definition of IndependentDirector as given under Section 149(6) of the Companies Act 2013. While appointing/re-appointing any Independent Directors on the Board the Committee considers the criteriaas laid down in the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All the Independent Directors give a certificateconfirming that they meet the "independence criteria" as mentioned in Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

There are no significant and material orders passed by the regulatorsor tribunals impacting the going concern status and Company's operations in future.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129 of the Companies Act 2013 ConsolidatedFinancial Statements are attached and form part of the Annual Report and the same shall belaid before the ensuing AGM along with the Financial Statements of the Company.

SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATE COMPANIES

The Company is having two wholly owned subsidiary Companies and onesubsidiary LLP. The Details of same is provided as under:

NAME OF COMPANY/LLP RELATIONSHIP WITH HOLDING COMPANY
1. Retails Information Systems Pty Ltd Foreign Wholly Owned Subsidiary
2. Niskarsh Properties Pvt Ltd Wholly Owned Subsidiary
3. Zeal Appartment LLP Subsidiary

LISTING

The Equity shares continue to be listed on the BSE Ltd. (BSE)

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO CONSERVATION OF ENERGY:

The core activity of the company is civil construction which is not anenergy intensive activity however all steps are taken to conserve energy at all levels ofoperations wherever possible. There are no particulars required to be disclosed asrequired under the new provisions of Companies Act 2013 & rules made there under.

TECHNOLOGY ABSORPTION

During the year there was no Technology Absorption as your Companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which need to be absorbed oradapted. There are no particulars required to be disclosed as required under the newprovisions of Companies Act 2013 & rules made thereunder. Innovation is a culture inthe Company to achieve cost efficiency in the construction activity to be more and morecompetitive in the prevailing environment and the effect of the same cannot be quantified.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earning/outgo during the year are as under:

Foreign Exchange Earnings/ Outgo:

(in Indian Rs)

Earnings Nil
Outgo Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board ofDirectors hereby state that:

A. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

B. The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

C. The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities

D. The Directors had prepared the annual accounts on a going concernbasis; and

E. The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

F. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

As per the Companies Act 2013 companies having net worth of Rs. 500crore or more or turnover of Rs. 1000 crore or more or net profit of Rs. 5 crore or moreduring any financial year are required to constitute a Corporate Social Responsibility(CSR) Committee of the Board of Directors comprising three or more directors at least oneof whom 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 2020-21 the Company has not crossed thethreshold limit for the Corporate Social Responsibility Committee as required under theSection 135 of the Companies Act 2013 (as defined above). So the company has notconstituted the CSR committee and not done any activities defined under Schedule VII ofthe Companies Act 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Chairman of the Board

Mr. Servesh Gupta Managing Director is chairman of the board.

INDUCTIONS

During the year under review the Board has not made any appointment.

RE-APPOINTMENTS

As per the provisions of the Companies Act 2013 Mr. Servesh Guptaretires by rotation at the ensuing annual general meeting and being eligible seeksre-appointment. The board recommends his re-appointment.

RETIREMENTS RESIGNATIONS & VACATION

During the year under review there were no instance of retirementsresignations and vacation.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:

The Company has adequate system for prevention of Sexual Harassment ofWomen at workplace and has set up cell for the same. During the year Company has notreceived any complaint of harassment.

PARTICULAR OF EMPLOYEES

The Information required pursuant to Section 197 read with Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is formintegral part of this report. The Details which are required to disclose in annexure is asunder: The name of every employee whoa. if employed throughout the financial year was inreceipt of remuneration for that year which in the aggregate was not less than one croreand two lakh rupees (1.02 Crore p.a.); NIL

b. if employed for a part of the financial year was in receipt ofremuneration for any part of that year at a rate which in the aggregate was not lessthan eight lakhs and fifty thousand rupees per month (8.5 lac p.m.). NIL

c. if employed throughout the financial year or part thereof was inreceipt of remuneration in that year which in the aggregate or as the case may be at arate which in the aggregate is in excess of that drawn by the managing director orwhole-time director or manager and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company. NIL

The Details related to Remuneration of employees (Managing DirectorExecutive Director Chief Financial Officer and Company Secretary) is appended inANNEXURE-VII.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSEACCOUNT

No DEMAT suspense account /unclaimed suspense account reported by RTANSDL and CDSL to the company.

DISCLOSURE OF DETAILS OF ANY APPLICATION FILED FOR CORPORATE INSOLVENCYRESOLUTION PROCESS BY A FINANCIAL OR OPERATIONAL CREDITOR OR BY THE COMPANY ITSELF UNDERTHE IBC BEFORE THE NCLT;

No application has been filed for corporate insolvency resolutionprocess by a financial or operational creditor or by the company itself under the IBCbefore the NCLT

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record theirappreciation towards bankers clients and all the business associates for their continuoussupport to the Company and to the shareholders for the confidence reposed in the Companymanagement. The directors also convey their appreciation to the employees at all levelsfor their enormous personal efforts as well as collective contribution.

For and on behalf of the Board of Directors of

USG Tech Solutions Limited

SD/- SD/-
Mr. Servesh Gupta Mrs. Ashima Gupta
Managing Director Director
DIN- 01451093 DIN- 07795866
Address: 4A/1Raj Narain Road Civil Lines Address : 4A/1Raj Narain Road Civil Lines
Delhi-110054 Delhi-110054
Place: New Delhi
Date: 14.08.2021

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