ushdev international ltd share price Directors report

To

The Members

Implementing Agency (IMA) presents to the members the 29th Annual Report of the Company together with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended 31st March, 2023, which includes the report to the shareholders.

Corporate Insolvency resolution Process (CIrP)

The Company has been undergoing Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (Insolvency Code) in terms of order dated May 14, 2018 passed by the Honble National Company Law Tribunal (NCLT), Mumbai Bench. Pursuant to initiation of CIRP, vide aforesaid order, the adjudicating authority appointed Shri Subodh Kumar Agrawal, as an Interim Resolution Professional (IRP) to carry the functions as mentioned under the Code and later on Committee of Creditors (CoC) approved the appointment of Shri Subodh Kumar Agrawal, the IRP as Resolution Professional (RP).

Under the CIRP, the resolution plan filed by Singapore based company M/s Taguda Pte Ltd was submitted for consideration to the Committee of Creditors (CoC) in its meeting held on 23rd June, 2021. The Resolution Plan was passed by the CoC with majority of voting in favour of the resolution. Pursuant to the approval of the resolution plan in terms of the order of the NCLT dated 3rd February, 2022 and the subsequent order dated 11th March, 2022 of the NCLAT, Implementing Agency (IMA) was constituted on 15th March, 2022, authorizing members to apply for various permissions/ approvals to various authorities/agencies to implement Resolution Plan. IMA is required and entitled to do all such acts, deeds and things including as may be desirable and expedient in order to implement and give effect to this Resolution Plan and supervise the management and operations of the Company, in a manner consistent with this Resolution Plan. Pursuant to the approval of Resolution Plan by the NCLT, Company has applied for SEBI and RBI approvals for certain corporate actions to be undertaken. Company have received approval from SEBI and the approval from RBI is still awaited.

approval of the Financial statements 2022-23 and the report to the shareholders

As the powers of the Board of Directors have been suspended, the financial statements have not been approved by the Board of Directors. However, the same has been reviewed by IMA and signed by the respective Key Managerial Personnel and taken of record by IMA authorised member.

Financial results

The Companys financial performance for the year ended 31st March, 2023, is summarized below:

	standalone		Consolidated
Particulars	2023	2022	2023	2022
Total Turnover	1,418.42	1,267.88	1,418.42	1,267.88
Other Income	143.37	87.87	143.37	87.87
Profit/	(3,917.03)	(1,938.42)	(3,917.09)	(1,938.44)
(Loss) before
Finance Cost,
Depreciation & Amortisation and Taxation
Less: 1. Finance	0.07	3.63	0.07	3.64
Cost
2. Depreciation	712.57	712.51	712.57	712.51
& Amortisation Profit/ (loss)	(4,629.67)	(2,654.56)	(4,629.73)	(2,654.59)
Before taxation
Less: Provision for Taxation
Current Tax	-	-	-	-
Deferred Tax	-	-	-	-
Net Profit/(Loss) for the Year	(4,629.67)	(2,654.56)	(4,629.73)	(2,654.59)
Less: Income Tax paid for earlier year	-	-	-	-
Profit/(loss) after taxation	(4,629.67)	(2,654.56)	(4,629.73)	(2,654.59)
Add: Other	8.82	43.55	8.82	43.55
Comprehensive Income total	(4,620.86)	(2,611.01)	(4,620.91)	(2,611.04)
Comprehensive Income

note: Previous years figures have been reclassified/regrouped wherever necessary, to correspond with those of the current year.

Performance of the Company

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended 31st March, 2023, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles.

standalone Financials

During the year under review, the total revenue stood at Rs. 1,561.79 Lakhs as compared to Rs. 1,355.75 Lakhs for the previous year representing an increase of Rs. 206.04 Lakhs; loss before interest, tax, depreciation and amortization for the year was Rs. 3,917.03 lakhs as compared to Rs. 1,938.42 lakhs in the previous year and loss after tax stood at Rs. 4,629.67 Lakhs for the year under review as compared to loss after tax of Rs. 2,654.56 Lakhs for the previous year.

Consolidated Financials

During the year under review, the total revenue stood at Rs. 1,561.79 Lakhs as compared to Rs. 1,355.75 Lakhs for the previous year representing an increase of Rs. 206.04 Lakhs; loss before interest, tax, depreciation and amortization for the year was Rs. 3,917.09 lakhs as compared to Rs. 1,938.44 lakhs in the previous year and loss after tax stood at Rs. 4,629.73 Lakhs for the year under review as compared to loss after tax of Rs. 2,654.59 Lakhs for the previous year.

Business operations:

metal trading:

The Company primarily engaged in metals trading with presence in ferrous-flat and long products, nonferrous- copper, aluminium, zinc, brass, nickel, etc. and raw materials - coal/coke, iron ore, pellets, sponge iron, scrap, etc. However, the Company does not have any trading operations during year under review.

Wind Power Generation:

The Company is having a total capacity of 28.3 MW wind power generation with 23 wind generators spread across 5 States i.e. Tamil Nadu, Rajasthan, Karnataka, Gujarat and Maharashtra.

The details of the wind power projects are as below:-

Sr. No. Location	Date of Installation	No. Of WEGs	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	1,178.48
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	1,480.00
6 Tamil Nadu 3	26.09.2009	6	9.90 MW	6,090.00
7 Maharashtra	27.11.2010	4	8.00 MW	4,900.00
total		23	28.30 mW	15,981.60

Change in the nature of Business

During the year the Company has not changed its business.

transfer to General reserves

No amount is proposed to be transferred to the Reserves.

dividend

In view of the Corporate Insolvency Resolution Process and accumulated losses, the matter was not considered.

share Capital

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As at 31st March, 2023 the Authorized Share Capital of the Company stood at Rs. 35,00,00,000. The Paid-up Share Capital of the Company as on 31st March, 2023 stood at Rs. 33,84,94,000 divided into 33,84,94,000 Equity Shares of Re. 1/- each.

During the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.

subsidiary, associate and Joint venture Companies

Details of associate Company is provided in AOC-1 - Annexure I.

During the year, there have been no changes in subsidiary, associate and joint venture companies.

management discussion and analysis report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report - Annexure II.

Corporate Governance

Reports on Corporate Governance in accordance with SEBI (LODR) Regulations, 2015 ("Listing Regulations"), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report. - Annexure III.

deposits

The Company has not accepted any deposits from public during the year under review.

material Changes and Commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the Financial statements relate and the date of the report

There have been no changes affecting the financial positions of the Company occurred after the end of Financial Year.

directors and Key managerial Personnel (KmP)

Until the implementation of NCLT approved Resolution Plan under CIRP the Board of Directors continues to remain suspended and no director is liable to retire by rotation.

During the year,

Ms. Sayli Munj has resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 13th May, 2022.

Ms. Sarita Khemwani has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 13th May, 2022.

Ms. Sucheta Sainath Mahadik has resigned from the position of Chief Financial Officer of the Company on 12th July, 2022.

Ms. Sarita Khemwani has resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 12th July, 2022.

Ms. Sonam Gandhi has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 12th July, 2022.

Ms. Gauri Amod Mulay has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 12th July, 2022.

statement on declaration given by independent directors

As the powers of the Board of Directors have been suspended and there being no independent directors in the company, declarations confirming criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1)(b) SEBI (LODR) Regulations, 2015 is not applicable.

remuneration Policy and Criteria for selection of candidates for appointment as directors, Key managerial Personnel and senior leadership Positions

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior leadership Position as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the executive and non-executive

Directors (by way of sitting fees and commission), Key Managerial Personnel. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination & Remuneration Committee and the Board of Directors while making a selection of the candidates. The above policy along with the criteria for selection is available at the website of the Company at https://www.ushdev. com/pdf/Policy-on-remuneration-of-director.pdf

Familiarization program for the Independent directors

Though the Company is under CIRP and has no independent directors, Company has over the years developed a robust familiarization process for the newly appointed directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related Regulations. This process inter-alia includes providing an overview of the Companys business model, the risks and opportunities etc. Details of the Familiarization Programme are also available on the Companys website at https://www.ushdev.com/pdf/familiarisation-Program.pdf

During the period under review, it was not required to conduct programmes for familiarization of Independent Directors in view of the CIRP and the resignations submitted by the Independent Directors.

Board e valuation

One of the key functions of the Board is to monitor andreview the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to laydown the evaluation criteria for the performance of executive/nonexecutive/independent directors through peer-evaluationexcluding the director being evaluated. Each Board member isrequested to evaluate the effectiveness of the Board dynamics and relationships, information flow, decision-making of thedirectors, relationship to stakeholders, company performance,company strategy, and the effectiveness of the Board, as awhole and its various committees.

The Company has devised a policy for performance evaluation of the individual Directors, Board and its Committees, which includes criteria for performance evaluation.However, theCompany is under Corporate Insolvency Resolution Process (CIRP) and the entire Board is suspended, hence noformal evaluation of the Board has taken place.

number of meetings of the Board of directors

During the year under review there were no Board or Committee meetings due to CIRP Process. As the powers of Board were vested upon IMA, the meetings conducted by Implementing Agency (IMA) are given in the 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 the remuneration of each Director to the median employees remuneration and other details as required 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 Annexure IV to the report

Particulars of loans, Guarantees or Investments

Pursuant to the provisions of Section 186 of the Companies Act, 2013, (‘the Act) the details of Investments made are provided in the standalone financial statements under Note No. 8. The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Particulars of contracts or arrangements with related Parties

During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

None of the Directors and the Key Managerial Personnel has any pecuniary relationships or transactions vis-?-vis the Company.

vigil mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, in terms of the provisions of Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web-link to the same is https://www.ushdev.com/pdf/Vigil-mechanism.pdf

adequacy of Internal Financial Controls

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by the Management and the same also covered in Management Discussion and Analysis Report.

risk management Policy

The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with the business of the Company. Although the Company is not mandatorily required to constitute the Risk Management Committee, but to ensure effective risk management the Board of Directors constituted the Risk Management Committee to monitor and review risk management, assessment and minimization procedures and to identify, 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 its business. Hence, the Company has adopted a Risk Assessment and Management policy ("Policy") to formalize risk based decision-making together with management processes. Risks are managed through a formal risk process as set forth in the Policy.

This policy articulates the requirements for processes which include identifying, assessing, measuring, and monitoring risk activities across the organization and establishes governance roles for risk management.

auditors

statutory auditors

The Company at its 28th Annual General Meeting held in the year 2022, has reappointed of M/s. Khandelwal Jain & Co., Chartered Accountants, (Firm Registration No. 105049W) as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 28th Annual General Meeting till the conclusion of ensuing 33rd Annual General Meeting of the Company.

After resignation of M/s. Khandelwal Jain & Co., Chartered Accountants as statutory auditors of the Company, the Implementing Agency (IMA) of the Company has recommended to appoint of M/s. SGN & Co., Chartered

Accountants, (Firm Registration No. 134565W) as statutory auditors of the Company for a term of 5 (five) consecutive years from the conclusion of 29th AGM till the 34th AGM of the Company.

Accordingly, a resolution proposing appointment of M/s. SGN & Co., Chartered Accountants, as statutory auditors of the Company forms part of the Notice calling 29th Annual General Meeting of the Company, Further, M/s. SGN & Co., Chartered Accountants has furnished a certificate of their eligibility and consent for appointment under Section 139(1) & 141 of the Companies Act, 2013 and the Rules made there under.

The Auditors Report furnished by Khandelwal Jain & Co., Chartered Accountants on the financial statements for the financial year ended 31st March, 2023 contains the following remarks:

1. During the year, the Company has incurred a Net loss of Rs. 4620.86 Lakh resulting into negative net worth of Rs. 3,18,126.84 Lakh as at March 31, 2023. The net current liabilities stand at Rs. 3,25,664.80 Lakh as at the year end. Further we refer to Note 1, 2 and 3 to the financial results regarding a Corporate Insolvency Resolution Process (CIRP) initiated against the Company vide an order of the Mumbai Bench of National Company Law Tribunal (NCLT) dated May 14, 2018 under the provisions of Insolvency and Bankruptcy Code, 2016 ("Code"). Under the CIRP, Committee of Creditors (COC) in their meeting on June 24, 2021 voted in favour of Resolution Plan. NCLT vide its order dated February 3, 2022 approved the resolution plan, which was subsequently approved by National Company Law Appellate Tribunal (NCLAT) vide its order dated March 11, 2022.

As required under paragraph 1 of Schedule V read with paragraph 14 of Schedule I of the Resolution plan, the Company has applied for various approvals from various governing bodies viz. SEBI and RBI as conditions precedent to the implementation of the resolution plan. The approvals from RBI are yet to be received by the Company.

In view of the pending approvals from the RBI, the resolution plan is yet to be fully implemented and accordingly, balances in the financial statements are carried at values without giving complete effect of the resolution plan and recording the assets and liabilities at its fair values as per the resolution plan.

The Company has prepared the financial results on a going concern basis. However, in view of the negative net worth and negative net current liabilities as at the year end and pending approvals from the governing bodies viz. RBI as above, we are unable to comment on the ability of the Company to continue as a going concern for the foreseeable future.

Management views: On 24th of June, 2021, the Revised Resolution Plan was approved by the Committee of Creditors (CoC) and subsequently by NCLT, Mumbai vide an order dated 3rd February 2022 to be read with NCLAT order dated 11th March, 2022. Pursuant to the order, IMA was formed on 15th March, 2022 to implement the Resolution Plan. As part of the implementation of resolution process and conditions precedent thereto, Company has applied for various approvals to various authorities mainlyReserve Bank of India (RBI). Pending approval, the financial statements have been prepared on going concern basis.

2. We refer to Note 5 to the financial results of the company regarding balances in respect of trade receivables, advance for purchase of steel given, loans and advances, book overdraft, bank balances and fixed deposits with banks, other deposits, taxes recoverable being subject to adequate documentation, confirmations and / or reconciliations and in the absence of alternative corroborative evidences, we are unable to comment on such balances.

Management views: The management believes that no material adjustments would be required in books of accounts upon receipt of these confirmations. The claims received all the parties are validated/ verified by the RP.

3. We refer to Note 9 to the revised financial results of the Company regarding non revaluation of trade receivables and advances to trade payables denominated in foreign currency as required under Ind AS 21 ‘Effects of changes in Foreign Exchange rates, consequent impact on Expected Credit Loss as required under Ind AS 109 ‘Financial Instruments and taxation, if any, thereon.

Considering the probability of recovery of trade receivables and advances and based on expert opinion report, the company has provided 100% provision as "Expected Credit Loss" against these trade receivables and advances in earlier financial years. The management believes that no restatement for foreign exchange fluctuations are now required.

Non revaluation of these trade receivables and advances is having nil impact in profit and loss account for the quarter and year ended March 31, 2023.

secretarial auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the IMA has appointed M/s. AJP & ASSOCIATES., Practicing Company Secretary (Membership No. A44893) to undertake the Secretarial Audit of the Company.

A Secretarial Audit Report given by M/s. AJP & ASSOCIATES, Practicing Company Secretary is annexed with the report as Annexure V 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, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure, which forms part of this Report.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial 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, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company on all working days, during business hours. Any member interested in obtaining the same may write to the Company and the same will be furnished on request.

listing with stock exchanges

At present the equity shares of the Company are listed on BSE Limited with effect from 12th April, 1995.

transfer of amounts to Investor education and Protection Fund (IePF)

Your Company is under Resolution Plan implementing process and so any funds lying unpaid or unclaimed for a period of seven years that are required to be transferred to Investor Education and Protection Fund (IEPF). The company has initiated process of transferring any funds lying unpaid or unclaimed for a period of seven years that are required to be transferred to Investor Education and Protection Fund (IEPF).

Insider trading regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company.

Compliance with the provisions 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 work culture 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 in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. All women who are associated with the Company–either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees.

No complaints pertaining to sexual harassmentof women employees from any of the Companys locations were received during the year ended 31st March, 2023.

Corporate social responsibility

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company.

significant and material orders passed by the regulators or courts or tribunals impacting the Going Concern status and companys operations in future

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

Particulars of energy Conservation, technology absorption and Foreign exchange earnings and outgo

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2023 are provided under Annexure VI to this report.

details of one time settlement:

During the year under review, there were no instances of on time settlement with any Banks or Financial Institutions.

annual return

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 of Section 92(1) of the Companies Act, 2013 as amended by the Companies Amendment Act, 2017

Compliance with secretarial standards

The Company was under CIRP and no meeting of the Board of Directors was held during the year under report as it was not applicable. Therefore the Secretarial Standards i.e. SS-1 and SS-2 relating to meeting of the Board of Directors and General Meetings, respectively have been followed by the company to the extent possible.

directors responsibility statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors (whose power have since been suspended) make the following statement in terms of Section 134 of the Act:

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 material departures, if any;

b) that such accounting policies as mentioned in Note 1 of the Notes to the Accounts 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 on 31st March, 2023, and of the profit 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 the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and 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 by the Company and such internal financial controls are adequate and were operating effectively; and

f) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

acknowledgments

The Board of Director (Whose Power have been suspend) and IMA would like to thank all the Stakeholders including Financial Institutions, Banks, Government Authorities, Power Utilities, Regulators, Customers, Vendors and Members for their continued support to the Company. Your Directors and IMA also wishes to place on record its deep sense of appreciation for the committed services by the Companys employees at all levels and all other associated with the company.

Forand on behalf of the Board of directors

(suspended post initiation of CIrP)

radham rawat

member - authorised signatory

(Implementing agency)

registered office:

6th Floor, New Harileela House, Mint Road, Fort, Mumbai- 400 001.

Place : Mumbai

Date : 26th July, 2023