ushdev international ltd share price Directors report

(Amount in Rs.)

The Board of Directors had not recommended any dividend for this year.

During the year, the Company has not transferred any amount to reserves due to losses.

The Company did not invite or accept deposit from public during the year under review.

Availability of raw materials supply as well as prices remain stable which lead to manage the equation between production cost and profitability. There is increase in competition due to new entrant in these overcrowded industries that leads to lower margin of our products. The company is taking all necessary steps to maintain the optimum level of production and provide best service to customers. The company is looking for new markets where margin is high.

The company is committed to supply products and services confirming to customers requirements by involving employees, vendors sub- contractors and customers to achieve its vision of being a cost- efficient global suppliers of quality products.

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect to employees of the Company, will be provided on request.

During the Financial Year 2022-23 there has been following changes in Board of Directors. The Board of Directors during the Financial Year 2022-23 are as follows:-

The Board of Directors of the Company met 5 times during the last financial year on the following dates: 30/05/2022, 13/08/2022, 05/09/2022, 14/11/2022 and 14/02/2023.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149 (6) of the said Act.

12. MANAGERIAL REMUNERATION:

The Company has paid Managerial Remuneration to Key Managerial Persons. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and enough to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy. The Managerial Remuneration which is paid to Key Managerial personal(s) are provided in Annexure B ‘MGT-9 provided with this Directors Report.

13. LOANS, GUARANTEES AND INVESTMENTS IN ACCORDANCE WITH SECTION 186:

Loans, guarantees and investments if any are covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

14. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

15. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

16. DIRECTORS RESPONSIBILTY STATEMENTS:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(C) of the Companies Act,2013:

a. That in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to materials departures, if any;

b. That such accounting policies as mentioned in Notes of the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023, and of the Loss of the Company for the year ended on that date.

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d. That the annual Financial statements has been prepared on-going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That systems to ensure compliances with the provisions of all applicable laws were in place and were adequate and operating efficiency.

17. CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 is given below:

A. Conservation of Energy:

Continues monitoring and awareness amongst employees has helped to avoid waste of energy. Adequate measures had helped in reducing the consumption of energy and overall electricity bill. It is planned to extend the measures taken during the current year which yielded satisfactory results, to other areas/equipment/offices.

B. Technology Absorption:

Company has not incurred major expenditure on R&D activity during the year under review; however, the company is searching various technology and method which will help in reducing the consumption of energy, increase in input/output ration produce internationally acceptable quality products, company have the ISO 9001:2000 Certificate.

Information regarding technology imported during the last five years:

C. Foreign Exchange:

The foreign exchange used and earned during the year:

18. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Information about Related Party transactions if any, are provided in the financial statements.

19. AUDITORS:

1.) STATUTORY AUDITOR: -

NSVR & Associates LLP, Chartered Accountants, Hyderabad (Firm Registration No. 008801S/S200060), Statutory Auditors of the Company have resigned from their office. To fill the casual vacancy caused due to the resignation of NSVR & Associates LLP, Chartered Accountants, the Board has recommended to members for the appointment of M/s. Sagar & Associates, Chartered Accountants, having registration No.: 003510S as Statutory Auditors for a period of five years on a remuneration as may be determined by Board of Directors and the Statutory Auditors.

2). SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed, M/s. Atluri Ramesh & Associates, Company Secretaries, Hyderabad, on remuneration as determined by Board of Directors to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the year 2022-23 issued by M/s. Atluri Ramesh & Associates, Company Secretaries, Hyderabad, in the prescribed Form MR-3 is annexed to this Report.

3). INTERNAL AUDITOR:

The Company has appointed Mr. Sayed Shahnawaz Nazir as Internal Auditor for F.Y. 2023-24 who conducts regular Internal Checks, Audits and reports the Board of Directors of the Company.

20. STATEMENT ON AUDITORS OBSERVATION:

Statement on Statutory Auditors observation:

The Boards reply on Auditors comments:

The Management is of the view that new provision for gratuity for the year is not required as the previous year provision is Sufficient.

Statement on Secretarial Auditors observation:

The Company is in the process to update website of the Company and to complete the preferential allotment which was pending with NSDL authorities. Also due to certain technical and administrative problems certain forms and information were not filed with MCA and BSE, which will be adhered as soon as possible.

21. RISK MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

22. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form MGT-9 has been attached herewith.

23. SUBSIDIARIES AND JOINT VENTURES

The Company does not have any Subsidiaries and Joint Ventures.

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, 2015), the Board at its meeting amended the existing Whistle Blower Policy. The Whistle Blower Policy/Vigil mechanism provides a mechanism for the director/employee to report, without fear of victimisation, any unethical behaviour, suspected or actual fraud, violation of the Code of Conduct etc. which are detrimental to the organisations interest. The mechanism protects whistle b lower from any kind o f discrimination, harassment, victimisation or any other unfair employment practice. The Company affirms that no employee has been denied access to the Audit Committee. The directors in all cases and employees in appropriate or exceptional cases will have direct access to the Chairman of the Audit Committee.

25. INTERNAL COMPLAINT COMMITTEE (SEXUAL HARASSMENT)

As per section 4 of Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013 during the relevant financial year, Internal Complaint Committee constituted for the purpose of prevention and maintain the secure safe environment free from sexual harassment as per the Article 21 of the Constitution of India. There were no complaints received during the year 2022-23.

26. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

27. LISTING

The Equity Shares of the Company are listed on BSE Limited.

28. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social responsibility are not applicable to the Company.

29. CORPORATE GOVERNANCE:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance is not applicable to the Company.

30. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has, during the year under review, complied with the relevant provisions of the Secretarial Standards.

31. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business during the year under review.

32. ACKNOWLEDGEMENTS:

Your Board of Directors thanks all its valued customers and various Governments, Semi-Government and Local Authorities, Suppliers and other business associates. Your Directors appreciate continued support from Banks and Financial Institutions and look forward to their co-operation in the future. Your Directors place on record their appreciation of the dedicated efforts put in by the employees at all levels and wishes to thank and shareholders and all other stakeholders for their unstinted support and co-operation.