Your Directors present the 26th Annual Report on the business and operation of theCompany together with the Audited Financial Accounts (Consolidated and Standalone) for theyear ended 31st March 2020.
The financial performance of the Company (Standalone and Consolidated) for thefinancial year ended 31st March 2020 as below:
| || || |
(Rs. In lakhs)
|Particulars || |
| ||2020 ||2019 ||2020 ||2019 |
|Total Turnover ||1867.80 ||2138.87 ||1867.80 ||2138.87 |
|Other Income ||21764.36 ||15895.54 ||21764.36 ||15895.54 |
|Profit/(Loss) before Finance Cost Depreciation & Amortisation and Taxation ||-4757.85 ||-66869.68 ||-4757.87 ||-66868.70 |
|Less: 1. Finance Cost ||0.13 ||82.56 ||0.13 ||82.56 |
|2. Depreciation & Amortisation ||721.74 ||721.02 ||721.74 ||721.02 |
|Profit/ (Loss) Before Taxation ||-5479.72 ||-67673.26 ||-5479.75 ||-67672.27 |
|Less: Provision for Taxation || || || || |
|Current Tax ||7100.00 ||- ||7100.00 ||- |
|Deferred Tax || || || || |
|Net Profit/(Loss) for the Year ||-12579.72 ||-67673.26 ||-12579.75 ||-67672.27 |
|Less: Income Tax paid for earlier year || || || || |
|Profit/(Loss) after Taxation ||-12579.72 ||-67673.26 ||-12579.75 ||-67672.27 |
|Add: Other Comprehensive Income ||-1315.77 ||-4779.15 ||-1315.77 ||-4779.15 |
|Total Comprehensive Income ||-13895.49 ||-72452.41 ||-13895.51 ||-72451.43 |
Notes: Previous years' figures have been reclassified/regrouped wherever necessary tocorrespond with those of the current year.
STATE OF COMPANY'S FINANCIAL AFFAIR
During the year under review the total revenue stood at Rs.1867.80 lakh as comparedto Rs.2138.87 lakh for the previous year representing a decrease of 12.67%; loss beforetax stood at Rs.5479.72 lakh for the year under review as compared to Rs. 67673.26 lakhfor the previous year representing a decrease of 91.90%; and the total comprehensiveincome stood 13895.49 lakh for the year under review as well as previous year.
In accordance with the provisions of Section 129(3) of the Companies Act 2013 ('theAct') and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Consolidated Financial Statements form part of this Annual Report.During the year under review the total revenue stood at Rs.1867.80 lakh as compared toRs.2138.87 lakh for the previous year representing a decrease of 12.67%; loss before taxstood at Rs.5479.75 lakh for the year under review as compared to Rs. 67672.27 lakh forthe previous year representing a decrease of 91.90%; and the total comprehensive incomestood 13895.51 lakh for the year under review as well as previous year.
NATURE OF BUSINESS
The Company is primarily engaged in the business of metal trading and wind powergeneration.
Wind Power Generation:
The Company is having a total capacity of 28.3 MW wind power generation with 23 windgenerators spread across 5 States i.e. Tamil Nadu Rajasthan Karnataka Gujarat andMaharashtra.
The details of the wind power projects are as below:-
|Sr. No. location ||Date of Installation ||No. of WEG's ||Installed Capacity ||Investment (Rs. in lakhs) |
|1 Tamil Nadu 2 ||29.03.2005 ||2 ||1.60 MW ||807.47 |
|2 Rajasthan ||29.03.2006 ||3 ||2.40 MW ||1178.48 |
|3 Karnataka ||29.03.2006 ||2 ||1.60 MW ||785.65 |
|4 Gujarat 1 ||30.03.2007 ||2 ||1.60 MW ||740.00 |
|5 Gujarat 2 ||10.07.2007 ||4 ||3.20 MW ||1480.00 |
|6 Tamil Nadu 3 ||26.09.2009 ||6 ||9.90 MW ||6090.00 |
|7 Maharashtra ||27.11.2010 ||4 ||8.00 MW ||4900.00 |
|Total ||23 ||28.30 MW ||15981.60 |
The Company primarily engaged in metals trading with presence in ferrous- flat and longproducts nonferrous- copper aluminum zinc brass nickel etc. and raw materials -coal/ coke iron ore pellets sponge iron scrap etc. However the Company does not haveany trading operations during year under review.
CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its business.
TRANSFER To RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned duringFY 2019-20.
During the year under review the Board of Directors has not recommended dividend onthe equity shares of the Company.
During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified as 'Deposits'in terms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 and hence the requirement for furnishing of details of depositswhich are not in compliance with the Chapter V of the Companies Act 2013 is notapplicable.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE End OF THE Financial Year OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of theirreport.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2019-20 (Corporate Insolvency ResolutionProcess)
Corporate Insolvency Resolution Process (CIRP) was initiated for the Company vide orderpassed by the Hon'ble National Company Law Tribunal Mumbai Bench dated May 14 2018 asper the provisions of the Insolvency and Bankruptcy Code 2016 (Code) and Rules andRegulations made there under. Its affairs business and assets are being managed by theResolution Professional Shri Subodh Kumar Agrawal appointed as Interim ResolutionProfessional by the National Company Law Tribunal by order dated May 14 2018 and laterconfirmed as Resolution Professional by the Committee of Creditors (CoC) in its meetingheld on June 14 2018 under provisions of the code.
Pursuant to the NCLT order the powers of the Board of Directors stand suspended andare exercisable by Shri Subodh Kumar Agrawal Resolution Professional. In view thereofthe ensuing Annual General Meeting is being convened by the Resolution Professional. Underthe CIRP A resolution plan has been received by the CoC. The said Resolution Plan wasrejected by the members. Hon'ble NCLT Mumbai Bench has approved the Resolution Plan ofthe Resolution Applicant M/s. Taguda Pte Ltd and Liquidation Petition filed by ResolutionProfessional has been rejected by them vide its Order Dated November 7 2019.
Further to the above information NCLAT Delhi Bench vide an Order Dated November 292019 had stayed the order of NCLT and stated that Resolution Professional will manage theaffairs of the Company and continue to discharge his functions as before. The matter wasadjourned for hearing on January 17 2020 and further adjourned to February 28 2020. Thematter is still pending with NCLAT due to pandemic COVID-19 outbreak.
prevention OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREvENTION PROHIBITION&REDRESSAL) ACT 2013
The Company is an equal opportunity provider and continuously strives to build a workculture which promotes the respect and dignity of all employees across the Organization.In order to provide women employees a safe working environment at workplace and also incompliance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder the Company hasformulated a well-defined policy on prevention prohibition and redressal of complaintsrelating to sexual harassment of women at the workplace. All women who are associated withthe Company-either as permanent employees or temporary employees or contractual personsincluding service providers at Company sites are covered under the above policy. The saidpolicyhas been uploaded on the internal portal of the Company for information of allemployees.
No complaints pertaining to sexual harassment of women employees from any of theCompany'slocations were received during the year ended 31st March 2020.
Reports on Corporate Governance and Management Discussion and Analysis in accordancewith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") along with a certificate from Auditors regardingcompliance of the Corporate Governance are given separately in this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
During the financial year Ms. Sayli Munj has been appointed as Company Secretary andCompliance Officer w.e.f 27th March 2020 in place of Mr. Abhinav Gautam who resigned asCompany Secretary and Compliance Officer w.e.f 12th August 2019.
As the powers of the Board of Directors have been suspended due to CIRP and there beingno independent directors in the company at the ensuing Annual General Meetingdeclarations confirming that they meet the criteria of independence as prescribed underthe Companies Act 2013 and Regulation 16(1)(b) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable and also no Directors of the Company isliable to retirement by rotation under the provisions of the Act.
REMUNERATION POLICY AND CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT ASDIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR LEADERSHIP POSITIONS
The Company has in place a policy for remuneration of Directors Key ManagerialPersonnel and Employees of senior leadership Position as well as well-defined criteria forthe selection of candidates for appointment to the said positions which has been approvedby the Board. The Policy broadly lays down the guiding principles philosophy and thebasis for payment of remuneration to the executive and non-executive Directors (by way ofsitting fees and commission) Key Managerial Personnel. The criteria for selection ofcandidates for the above positions cover the various factors and attributes which areconsidered by the Nomination & Remuneration Committee and the Board of Directors whilemaking a selection of the candidates. The above policy along with the criteria forselection is available at the website of the Company athttps://www.ushdev.com/pdf/Policy-on- remuneration-of-director.pdf familiarization programfor the independent directors
Though the Company is under CIRP and has no independent directors Company has over theyears developed a robust familiarization process for the newly appointed directors withrespect to their roles and responsibilities way ahead of the prescription of theregulatory provisions. The process has been aligned with the requirements under the Actand other related Regulations. This process inter-alia includes providing an overview ofthe Company's business model the risks and opportunities etc. Details of theFamiliarization Programme are also available on the Company's website athttps://www.ushdev.com/pdf/familiarisation-Program.pdf
The Company has devised a policy for performance evaluation of the individualDirectors Board and its Committees which includes criteria for performance evaluation.
Since Company is under the CIRP vide order passed by the Hon'ble National Company LawTribunal Mumbai Bench dated May 14 2018 the powers of the Board of Directors standsuspended and were exercised by Shri Subodh Kumar Agrawal Resolution Professional duringthe year under review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review there we no Board or Committee meetings due to GRP themeetings conducted by the Resolution Professional for Approval of Accounts are given inthe Corporate Governance Report forming part of this Annual Report.
DETAILS OF REMUNERATION TO DIRECTORS
The information relating to remuneration of Directors and details of the ratio of theremuneration of each Director to the median employee's remuneration and other details asrequired pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as Annexure4 to the report
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of guarantees or Investments covered under section 186 of the CompaniesAct 2013 and Schedule V of the SEBI (Listing Obligation sand Disclosure Requirements)Regulations 2015 are provided in the standalone financial statement and Annexure-6.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In absence of the GRP the Company would follow a Related Party Transactions Manual andStandard Operating Procedures for the purpose of identification and monitoring RelatedParty transactions. All transactions with Related Parties are placed before the AuditCommittee as also the Board for approval. Prior omnibus approval of the Audit Committeeand the Board is obtained for the transactions which are foreseeable and of a repetitivenature. The transactions entered into pursuant to the approvals so granted are subjectedto audit and a statement giving details of all related party transactions is placed beforethe Audit Committee and the Board of Directors on a quarterly basis. The statement issupported by a certificate from the Managing Director. The policy on Related PartyTransactions as approved by the Board of Directors has been uploaded on the Company'swebsite and can be seen at the link https://www.ushdev.com/pdf/Policy-on-related-party.pdf. During the year the Company had not entered into any contract/arrangement/ transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC 2 is not applicable None of the Directors and the Key Managerial Personnel hasany pecuniary relationships or transactions vis-a-vis the Company.
Vigil Mechanism/Whistle Blower Policy
The Company has established a Vigil Mechanism which includes a Whistle Blower Policyin terms of the provisions of Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for its Directors and Employees to provide a framework tofacilitate responsible and secure reporting of concerns of unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct & Ethics. The WhistleBlower Policy is posted on the website of the Company and the web-link to the same ishttps://www.ushdev.com/pdf/Vigil-mechanism.pdf
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls in place with reference tofinancial statements. These are continually reviewed by the Company to strengthen the samewherever required. The internal control systems are supplemented by internal audit carriedout by an independent firm of Chartered Accountants and periodical review by theManagement and the same also covered in Management Discussion and Analysis Report.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
Policy for determining material subsidiaries in line with the SEBI Listing Regulations.The Policy has been uploaded on the Company's website at:https://www.ushdev.com/pdf/Policy-for-determining-material-subsidiary. pdf. AOC-1 isprovided in Annexure 5.
RISK MANAGEMENT POLICY
The Company has a well-defined risk management framework in place which provides anintegrated approach for identifying assessing mitigating monitoring and reporting ofall risks associated with the business of the Company. Although the Company is notmandatorily required to constitute the Risk Management Committee but to ensure effectiverisk management the Board of Directors constituted the Risk Management Committee tomonitor and review risk management assessment and minimization procedures and toidentify review and mitigate all elements of risks which the Company may be exposed to.
The Company recognizes that risk is an integral and unavoidable component of itsbusiness. Hence the Company has adopted a Risk Assessment and Management policy("Policy") to formalize risk based decision-making together with managementprocesses. Risks are managed through a formal risk process as set forth in the Policy.This policy articulates the requirements for processes which include identifyingassessing measuring and monitoring risk activities across the organization andestablishes governance roles for risk management.
M/s. Khandelwal Jain & Co. Chartered Accountants (Firm Registration No. 105049W)were appointed as Auditors of the Company for a term of 5 (five) consecutive years at theAnnual General Meeting of the Company held on August 28 2017. The Company has receivedconfirmation from M/s. Khandelwal Jain & Co. Chartered Accountants that they are notdisqualified from continuing as Auditors of the Company.
Below are the explanations/ comments of the Board on the qualifications/adverse remarksgiven by the Auditors in their report read with the notes on financial statement:.
1) During the year the Company has incurred a Net loss of Rs. 13895.49 lakhsresulting into accumulated losses of Rs. 315464.08 lakhs and erosion of its Net Worth asat March 31 2020 further we refer to Note 3 to the financial statements regarding aCorporate Insolvency Resolution Process (CIRP) initiated against the Company vide an orderof the Mumbai Bench of National Company Law Tribunal (NCLT) dated May 14 2018 under theprovisions of Insolvency and Bankruptcy Code 2016 ("Code"). Under the CIRPCommittee of Creditors (COC) in their meeting on 2nd February 2019 voted in favour ofliquidation of the company by rejecting the Resolution Plan presented to them.Consequently Resolution Professional (RP) has filed liquidation petition in NCLT Court.NCLT vide its order dated November 7 2019 approved the resolution plan. Few members ofthe COC have appealed against the order of NCLT in New Delhi Bench of National Company LawAppellate Tribunal (NCLAT). NCLAT vide its order dated November 29 2019 has put a stay inthe order of the NCL T passed on November 7 2019 upto the date of next hearing.
2) Further an entity as per Ind AS 105 'Non-current Assets held for Sale andDiscontinued Operations' shall classify a non-current assets (or disposal group) as 'heldfor sale' if its carrying amount will be recovered principally through a sale transactionrather than through continuing use. The Company based on legal expert advice has preparedthe financial statements on going concern basis. In view of the above we are unable tocomment on the ability of the Company to continue as a going concern for the foreseeablefuture. The lnd AS financial statements however do not include any adjustment relatingto the recoverability and classification of recorded asset amounts and classification ofliabilities that may be necessary should the Company be unable to continue as a goingconcern.
3) Interest payable for the year April to March 2020 aggregating to Rs. 38177.00lakhs resulting into total interest payable of Rs. 105707.40 lakhs for the period April2017 to March 2020 on various credit facilities has not been provided for in thefinancial statements.
4) We refer to Note 38 to the financial statements of the company regarding balances inrespect of trade receivables advance for purchase of steel given trade payables variousclaims submitted to Resolution Professional pursuant to the Insolvency and BankruptcyBoard of India (Insolvency Resolution Process for Corporate Person) borrowings loans& advances advance from customers book overdraft bank balances and fixed depositswith banks other deposits taxes recoverable being subject to adequate documentationconfirmations and/or reconciliations and in the absence of alternative corroborativeevidences we are unable to comment on such balances.
5) Considering the para 4 above in respect of non-confirmed I unreconciled tradereceivables and loans & advances we are unable to comment on the provision made inrespect of above as per Expected Credit loss Model.
6) As given in Note 44 of the financial statements in terms of SEBI circular no.SEBIIHOICFDICMD1IC1RIPI2020I84 dated May 20 2020 the Company is in the process ofidentifying and assessing the financial impact of COVID-19 on its financial statements forthe year ended March 31 2020.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and as the powers of the Board issuspended the Resolution Professional has appointed M/s. SCP & Co. PracticingCompany Secretary (Membership No. A44893) to undertake the Secretarial Audit of theCompany.
A Secretarial Audit Report given by M/s. SCP & Co. Practicing Company Secretary isannexed with the report as Annexure 2 and forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said Rules are provided in theAnnexure which forms part of this Report.
Disclosures relating to the remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended are also forms part of this Report.
Having regard to the provisions of first proviso to Section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to all the members of theCompany and others entitled thereto. The said information is available for inspection atthe registered office of the Company on all working days during business hours. Anymember interested in obtaining the same may write to the Company and the same will befurnished on request.
LISTING WITH STOCK EXCHANGES
At present the equity shares of the Company are listed on BSE Limited with effect from12th April 1995.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time totime the code of conduct for prevention of insider trading and the Code for CorporateDisclosures ("Code") as approved by the Board from time to time are in forceby the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Annual Report on CSR activities for the financial year 2019-20 is enclosed asAnnexure 1.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo as per section 134(3)(2) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 for the year ended 31st March 2018 are provided underAnnexure 3 to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in a separate section forming part of the Annual Report.
BUSINESS RESPONSIBILITY REPORTING
A separate section on Business Responsibility forms part of this Annual Report asrequired under Regulation 34(2)(f ) of SEBI Listing Regulations.
The Annual Return of the Company has been placed on the website of the
Company and can be accessed at https://www.ushdev.com/ Pursuant to the provisions ofSection 92(1) of the Companies Act 2013 as amended by the Companies Amendment Act 2017.
No Committee held during the year due to power of the Board of Directors (Suspended)under CIRP.
COMPLIANCE WITH SECRETARIAL STANDARDS
Since Company is under the CIRP no meetings were held it was not applicable for theCompany to comply with the Secretarial Standards issued by the Institute of CompaniesSecretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and itsCommittees which have mandatory application. As and when required the Company compliedwith the applicable secretarial Standard.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors (whose power have since been suspended) makethe following statement in terms of Section 134 of the Act:
a) that in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Note 1 of the Notes to the Accountshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as on 31st March 2020 and of the profit of the Company for the year ended onthat date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
d) that the annual accounts have been prepared on a going concern basis;
e) that proper internal financial controls laid down by the Directors were followed bythe Company and such internal financial controls are adequate and were operatingeffectively; and
f) that proper systems to ensure compliance with the provisions of all applicable lawshave been devised and such systems were adequate and were operating effectively.
The Board of Directors (whose power have since been suspended) and ResolutionProfessional would like to thank all the Stakeholders including Financial InstitutionsBanks Government Authorities Power Utilities Regulators Customers Vendors and Membersfor their continued support to the Company.
Your Directors and Resolution Professional also wish to place on record their deepsense of appreciation for the excellent services of the employees at all levels and allother associated with the Company.
For Ushdev International Limited
Subodh Kumar Agrawal Resolution Professional
Reg. No. IBBI/IPA-001/IP-P00087/2017-18/10183
6th Floor New Harileela House
Mint Road Fort
Mumbai- 400 001.
Date: 24th August 2020.