USG Tech Solutions Ltd Directors Report.

Dear Members,

Your directors have pleasure in presenting the 21st Annual Report and the Audited Statement for the Financial Year ended March 31, 2020.

FINANCIAL RESULTS

The Summarized Standalone & Consolidated financial results of the Company for the year under review are as below:(Rs.in Lacs)

Standalone Financials

Consolidate Financials

Highlights (in Lacs)

Highlights (in Lacs)

PARTICULARS Year Ended March 31, 2020 Year Ended March 31, 2019 Year Ended March 31, 2020 Year Ended March 31, 2019
Total Income 0.36 77.91 77.02 149.51
Profit (Loss) before depreciation & tax (53.66) (1.73) (377.44) 49.14
Depreciation 1.61 2.23 3.23 3.22
Profit (Loss) before tax & Extra Ordinary Items (55.27) (0.49) (380.67) 45.92
Exceptional Items - - - -
Profit(Loss) before tax Provision for tax (55.27) (0.49) (380.67) 45.92
- Current Tax - - - -
- Deferred Tax - 1.15 - 1.15
Profit (Loss)after tax (55.27) 0.65 (380.67) 47.07

FINANCIAL PERFORMANCE

The turnover of the Company for the year ended 31st March, 2020, was Rs. 0.36 (in lakh) as compared to Rs. 77.91 (in lakh) in the previous year.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

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

AMOUNT TRANSFERRED TO RESERVE

The Company has transferred whole of its loss to reserves during the financial year 2019-2020.

CHANGES IN SHARE CAPITAL

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

Q Disclosure regarding issues of equity shares with differential rights:

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

Q Disclosure regarding issues of employee stock options:

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

Q Disclosure regarding the issues of sweat equity shares:

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

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2019-20 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:

S.No. 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 Compliance officer of the Company w.e.f. 21st September, 2020 as the previous Company Secretary and Compliance officer was resigned on 20th August, 2020. iii. MEETINGS DURING 2019-2020

Eight (8) meetings of Board of Directors of the Company were held and the intervening gap 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)

22.05.2019
30.05.2019
20.06.2019
14.08.2019
16.09.2020
14.11.2019
14.02.2020
20.03.2020

AUDIT COMMITTEE

The restructuring in the Directorship of the Company, necessitated restructuring in the Audit Committee. The committee as on date of this report consists of three members namely Mr. Deepak Kumar Bansal, Mrs. Nirmal Garg and Mr. Servesh Gupta out of which two are independent Directors. Mr. Deepak Kumar Bansal is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts. The Committee composition is in accordance with the provisions of Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. MEETINGS DURING 2019-2020

30.05.2019
14.08.2019
14.11.2019
14.02.2020

STAKEHOLDER RELATIONSHIP COMMITTEE

The restructuring in the directorship of the company necessitated restructuring in this committee. The committee as on date of this report consists of three members. i. COMPOSITION, NAME OF MEMBERS AND CHAIRMAN:

S.No. 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 2019-2020

22.05.2019 14.11.2019
14.08.2019 14.02.2020

NOMINATION AND REMUNERATION COMMITTEE MEETING (NRC)

The restructuring in the directorship of the company necessitated restructuring in this committee. The committee as on date of this report consists of three members.

i. COMPOSITION, NAME OF MEMBERS AND CHAIRMAN:

S.No. 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 2019-2020

14.08.2019
14.11.2019

BOARD EVALUTION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee ("NRC") has framed the Directors Performance Evaluation Policy (Policy) and based on the recommendation of the NRC. Accordingly, the evaluation of Board was carried out by each Director, of each committee by each of its member and of the individual Director by all other Directors on the Board excepting the concerned Director himself. The Independent Directors of the Company positively reviewed the performance of non-independent directors and the Board as a whole; reviewed the performance of the Chairperson of the company, taking into account the views of the executive directors and non-executive directors; and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website of the Company. The key provisions of Nomination and Remuneration policy are appended as an Annexure V11I to the Boards 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-21 in 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 with respect to board meetings, general meetings and payment of dividend respectively. The Company is in compliance with the same.

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 corporate governance report, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.(http://www.usgtechsolutions.com/wp-content/uploads/2016/04/Familiarisation-Programme.pdf)

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 the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable US Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, 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 in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website: http:// www.usgtechsolutions.com/investors/ .

The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. Q Annual Evaluation Policy Q Archive Policy Q Board Diversity Policy Q Policy On Determination Of Materiality Of Events Q Policy On Material Subsidiaries Q Preservation Of Records Q Related Party Transaction Policy Q Vigil Mechanism Policy

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 Companies Act 2013 and on evaluation of the relationships disclosed. The following Non-Executive Directors are considered as Independent Directors as on 31st March 2020: a) Mr. Deepak Kumar Bansal b) Mrs. Nirmal Garg

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

In accordance with Section 134(3) (g) of the Companies Act, 2013, the particulars of loans guarantees and investments under Section 186 of the Companies Act, 2013 are provided in notes to financial statements, read with respective heads to the Financial 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 the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso there to shall be disclosed in Form No. AOC-2 as ANNEXURE- II.

INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS

The Company has well equipped internal audit mechanism. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS:

M/s Ravinder Gupta & Associates, Chartered Accountants (Firm Registration Number: 0009102N) were appointed as Statutory Auditors for a period of 5 years from the 19th Annual General Meeting who shall hold the office till the conclusion of 24th Annual General Meeting of the company as per the section 139(1) of the Companies Act, 2013.

(The ratification of Auditors Appointment has been omitted by via a section 40 of Companies (Amendment) Act, 2017 on 07th May, 2018).

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Sunpreet Singh & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2020 is annexed as ANNEXURE-III to the Report. There are no qualifications, reservations or remarks made by Secretarial Auditor In his report.

COST AUDITOR

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys in respect of its product/services.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of corporate Governance being Fountain head of Value Creation for all Stakeholders especially shareholders. The Company has in place a well-defined Corporate Governance Mechanism which considers the interest of the entire stakeholder. Separate report on corporate governance forming part of the Board Report Along with Auditors 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 as ANNEXURE - V to the boards report. The auditors certificate does not contain any qualification, reservation or adverse remark.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The managements discussion and analysis report on companys performance - industry trends and other material changes with respect to the company and its subsidiaries, wherever applicable, are presented in this annual report

ANNEXURE- VI

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Independent Directors comply with the definition of Independent Director 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 criteria as laid down in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors give a certificate confirming that they meet the "independence criteria" as mentioned in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All independent director have given the Declaration that they meet the criteria 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 regulators or tribunals impacting the going concern status and Companys operations in future.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129 of the Companies Act 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid 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 one subsidiary LLP. The Details of same is provided as under:

S.NO 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) and the Calcutta Stock Exchange of India Ltd. (CSE).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:

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

TECHNOLOGY ABSORPTION

During the year, there was no Technology Absorption, as your Company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which need to be absorbed or adapted. There are no particulars required to be disclosed as required under the new provisions of Companies Act, 2013 & rules made thereunder. Innovation is a culture in the Company to achieve cost efficiency in the construction activity to be more and more competitive 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 of Directors hereby state that:

A. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; B. 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 and loss of the company for that period; C. 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

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

E. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

F. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

As per the Companies Act, 2013, companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or net profit of Rs. 5 crore or more during 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 one of whom should be an independent director and such company shall spend at least 2% of the average net profit of the companys three immediately preceding financial years.

During the financial year 2019-20, the Company has not crossed the threshold limit for the Corporate Social Responsibility Committee as required under the Section 135 of the Companies Act, 2013 (as defined above). So the company has not constituted the CSR committee and not done any activities defined under Schedule VII of the 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, Mrs. Ashima Gupta, retires by rotation at the ensuing annual general meeting and being eligible, seeks re-appointment. The board recommends her re-appointment.

RETIREMENTS, RESIGNATIONS & VACATION

During the year under review, there were no instance of retirements, resignations and vacation.

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 at workplace and has set up cell for the same. During the year Company has not received any complaint of harassment.

PARTICULAR OF EMPLOYEES

The Information required pursuant to Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is form integral part of this report. The Details which are required to disclose in annexure is as under: The name of every employee, whoa. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees (1.02 Crore p.a.); NIL b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month (8.5 lac p.m.). NIL

USG TECH SOLUTIONS LIMITED

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

The Details related to Remuneration of employees (Managing Director, Executive Director, Chief Financial Officer and Company Secretary) is appended in ANNEXURE-VII.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

No DEMAT suspense account /unclaimed suspense account reported by RTA, NSDL and CDSL to the company.

DISCLOSURE OF DETAILS OF ANY APPLICATION FILED FOR CORPORATE INSOLVENCY RESOLUTION PROCESS, BY A FINANCIAL OR OPERATIONAL CREDITOR OR BY THE COMPANY ITSELF UNDER THE IBC BEFORE THE NCLT;

No application has been filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management. The directors also convey their appreciation to the employees at all levels for 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/1,Raj Narain Road, Civil Lines, Address : 4A/1,Raj Narain Road, Civil Lines,
Delhi-110054 Delhi-110054
Place: New Delhi
Date: 18.08.2020