01 May 2017 | Livemint.com

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Ushdev International Ltd.

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Ushdev International Ltd. Accounting Policy

Corporate Governance Report

(under Clause 49 (X) (A) of Listing Agreement) *(For The Financial Year 31st March, 2015)

Company's philosophy on code of governance

The Company's philosophy on Corporate Governance is to strive for attaining the optimum level of transparency and accountability in all facets of its operations and all dealings with shareholders, employees, lenders, creditors, customers and the government. The Company's philosophy on Corporate Governance is embedded in the rich legacy of ethical governance practices, most of which were implemented before they were mandatorily prescribed. The Board of Directors by considering itself the trustee of its Shareholders aims at maximizing shareholders value and protecting interests of other stakeholders. The corporate governance policies and the code of conduct are reviewed periodically to ensure their continuing relevance, effectiveness and responsiveness to the needs of our stakeholders. The Company's Code of Conduct, its well structured internal control systems which are subjected to regular assessment for its effectiveness, reinforces integrity of Management and fairness in dealing with the Company's stakeholders. This, together with meaningful CSR activities and sustainable development policies followed by the Company has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your Company is fully compliant with the mandatory requirements of Clause 49 of the listing agreement.

We present our report on compliance of governance conditions specified in Clause 49 of the listing agreement.

I. Board of Directors

1. Composition and Category of Directors:

As on March 31, 2015, the Board consists of eight members.

Mr. Suresh Lakhiani resigned from the Board on 13th November, 2014 and Anil Kumar Bansal and Mr. Ramesh Chandak were inducted in the Board as Additional Director to hold the Office of Non Executive Independent Directors w.e.f 29th May, 2015 and 28th July, 2015 respectively. All the independent directors of the Company has furnished declaration at the time of their appointment as also annually that they qualify the conditions of their being independent. All such declarations are placed before the Board.

2. Attendance of Directors

Attendance of directors at the Board meetings held during financial year 2014-15 and the last Annual General Meeting held on 5th September, 2014 and the details of directorship (calculated as per provisions of Section 165 of the Companies Act, 2013), Committee Chairmanships and the Committee memberships held by the directors as on March 31, 2015 are as under:

3. Board Meetings

The Board held 4 meetings during the financial year 2014-15 on 12th May, 2014, 29th July, 2014, 5th November, 2014 and 23rd January, 2015 respectively and the gap between any two meetings did not exceed 120 days. The meetings were normally held at Mumbai.

4. Conduct of Board Proceedings

The day to day business is conducted by the executives and the business heads of the Company under the direction of the Board led by the Chairperson. The Board holds minimum four meetings every year to review and discuss the performance of the Company, its future plans, strategies and other pertinent issues relating to the Company.

The Board performs the following specific functions in addition to overseeing the business and the management:

1. review, monitor and approve major financial and business strategies and corporate actions;

2. assess critical risks facing by the Company - review options for their mitigation;

3. provide counsel on the selection, evaluation, development and compensation of senior management;

4. ensure that processes are in place for maintaining the integrity of:

(a) the Company;

(b) the financial statements;

(c) compliance with law;

(d) relationship with all the stakeholders.

5. delegation of appropriate authority to the senior executives of the Company for effective management of operations of the Company.

5. Other directorships

None of the directors hold directorships in more than 20 companies at the same time and more than10 public limited companies.

6. Membership of Board committees

No director holds membership of more than 10 committees of Board nor is any director a chairman of more than 5 committees of Board.

7. Code of Conduct:

The Board has formulated a code of conduct for the Board Members and Senior Management Personnel of the Company. All Board Members and Senior Management Personnel have affirmed their compliance with the code for the financial year ended 31st March, 2015.

II. Audit Committee

In terms of Clause 49 of the listing agreement as well as Section 177 of the Companies Act, 2013 and rules made there under, the Board approved the terms of reference of the Audit Committee as per Section 177(4) of the Companies Act, 2013 and Clause 49(III) of the Listing Agreement at the meeting of Board of Directors held on 12th May, 2014.

At present, the Committee consists of four independent directors viz. Shri Vinay Kamat, Shri Vijay Kumar Gupta, Shri. Narayan Hegde, Shri Anil Kumar Bansal, and two managing directors viz. Shri Arvind Prasad and Shri Ashwin Rathi as members. Shri Vinay Kamat, Chairman of the Committee has wide experience on accounting, financial and business policies. All other members of the Committee are financially literate.

The Audit Committee, inter alia advises the management on the areas where systems, processes, measures for controlling and monitoring revenue assurance, internal audit can be improved. The minutes of the meetings of the Audit Committee are placed before the Board.

1. The terms of reference of the Audit Committee are in accordance with all the items listed in Clause 49(III)(D) of the listing agreement as follows:

i. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

v. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

vii. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

viii. Approval or any subsequent modification of transactions of the company with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the company, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and

internal auditors, adequacy of the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non­payment of declared dividends) and creditors;

xviii. To review the functioning of the Whistle Blower mechanism;

xix. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee has the following powers:

i. To investigate any activity within its terms of reference.

ii. To seek information from any employee.

iii. To obtain outside legal or other professional advice.

iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.

2. Composition, name of members and chairperson and attendance at the meetings of the Audit Committee held during the financial year 2014-15

The Audit Committee held its meetings on 12th May, 2014, 29th July, 2014, 5th November, 2014 and 23rd January, 2015 respectively.

The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company.

During the year, the Committee discussed with the Company's auditors the overall scope and plans for the independent audit. The Management represented to the Committee that the Company's financial statements were prepared in accordance with prevailing laws and regulations. The Committee discussed the Company's audited financial statements, the rationality of significant judgments and the clarity of disclosures in the financial statements. Based on the review and discussion conducted with the Management and the auditors, the Audit Committee believes that the Company's financial statements are fairly presented in conformity with prevailing laws and regulations in all material aspects.

The Committee has also reviewed the internal controls put in place to ensure that the accounts of the Company are properly maintained and that the accounting transactions are in accordance with the prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control systems of

the Company. The Committee also reviewed the financial policies of the Company and expressed its satisfaction with the same. The Committee, after review expressed its satisfaction on the independence of both the internal and the statutory auditors.

Based on the Committee's discussion with the Management and the auditors and the Committee's review of the representations of the Management, the Committee has recommended the following to the Board of Directors:

1. The audited annual financial statements of the Company for the year ended March 31, 2015, be accepted by the Board as a true and fair statements of the financial status of the Company.

2. The audited consolidated financial statements of the Company and its subsidiaries and associates for the year ended March 31, 2015, be accepted by the Board as a true and fair statements of the financial status.

III. Nomination and Remuneration Committee

The nomenclature of Remuneration Committee was changed to Nomination and Remuneration Committee at the meeting of the Board of Directors held on 12th May, 2014. The Nomination and Remuneration Committee is constituted, inter alia, to formulate from time to time (a) process for selection and appointment of new directors and succession plans and (b) recommend to the Board from time to time, a compensation structure for directors.

The Nomination and Remuneration Committee currently comprises of three directors viz. Smt Suman Gupta, Shri Narayan Hegde and Shri Vinay Kamat as members.

The terms of reference of the Nomination and Remuneration Committee are in accordance with all the items listed in Clause 49(IV) of the listing agreement as follows:

1) Formulation of Criteria for determining qualification, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of directors, key managerial personnel and other employees;

2) Formulation of criteria for evaluation of Independent Directors and the Board

3) Devising a policy on Boards Diversity

4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and evaluation criteria in Annual Report.

5) Appointment of KMP & senior management and cessation of their service are subject to the approval of the NRC and the Board of Directors. Remuneration of KMP and other senior management personnel is decided by the Chairperson on the recommendation of the Managing Director, where applicable, broadly based on the Remuneration Policy. Total remuneration comprises of:

1. A fixed base salary - set at a level aimed at attracting and retaining executives with professional and personal competence, showing good performance towards achieving Company goals.

2. Perquisites - in the form of house rent allowance/ accommodation, reimbursement of medical expenses, conveyance, telephone, leave travel, etc.

3. Retirement benefits - contribution to PF, superannuation, gratuity, etc as per Company Rules.

4. Motivation / Reward - A performance appraisal is carried out annually and promotions / increments / rewards are decided by Chairperson based on the appraisal and recommendation of the concerned Whole Time Director, where applicable.

5. Severance payments - in accordance with terms of employment, and applicable statutory requirements, if any.

Criteria for Performance Evaluation of Independent Director

0 Attendance.

0 Willingness to spend time and effort to know more about the company and its business.

0 Contribution towards business development, Management of Affair of Company, Corporate Governance.

0 Contribution to developments of various Policies such as Remuneration, Policy, Boards Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy

0 Sharing of knowledge and experience for the benefit of the Company.

0 Following up matters whenever they have expressed their opinion

0 Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions

0 communications with other board members, senior management and employees were always truly professional

Familiarization programme for Independent Directors

As per clause 49 (II) (B) (7) the company shall familiarize the independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programmes.

In view of the same and even prior of the familiarization Programme been framed by the Authority, the Company on its own accord have always familiarized the Independent Directors, in its every meeting, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, through various presentations and discussions. The Board Members are provided with necessary documents, papers, policies and other communications to enable them to familiarize with the Company's procedures and practices.

Meetings of Independent Directors.

The Company's Independent Director meet at least once in every financial year without the presence of Non Independent Directors. One meeting of Independent Directors was held during the year on 23rd January, 2015

1. Composition, name of members and Chairperson / Attendance at the meeting of the Nomination and Remuneration Committee held during 2014-15

During the year, the Nomination and Remuneration Committee held its meetings on 12th May, 2014, 23rd December, 2014 and 23rd January, 2015.

2. Remuneration Policy :

The policy relating to remuneration of Directors, Key Managerial Persons and other Employee of the Company was formulated at the meeting held on 23rd December, 2014. The details of the said policy are mentioned in the Board's Report.

4. Employee stock option scheme

In order to share the growth in value and reward the employees for having participated in the success of the Company, our Employee Stock Option Scheme (ESOP) has been implemented by the Company to the eligible employees based on specified criteria, under Employee Stock Option Plan 2014.

The ESOP Plan is prepared in due compliance of ESOP scheme, Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time and other applicable laws.

The following are the Employee Stock Options granted during the financial year 2014-15:

IV. Stakeholders Relationship Committee

The nomenclature of Shareholders / Investors Grievance Committee was changed to Stakeholders Relationship Committee at the meeting of the Board of Directors of the Company held on 12th May, 2014.

The Stakeholders Relationship Committee consists of 4 directors of the Company, viz. Shri Vinay Kamat, Shri Narayan Hegde, Shri Arvind Prasad and Shri Ashwin Rathi as members. Shri Vinay Kamat, Non Executive Independent Director is a chairman of the Committee. The Company has appointed Sharex Dynamic (India) Private Limited to act as Registrar and Transfer Agent of the Company.

The Committee, inter alia, approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of the Company. The Committee also monitors redressal of investor's grievances.

The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. The Committee also monitors implementation and compliance of the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992.

V. Compliance officer

Shri Harish Anchan, Company Secretary is the Compliance Officer for complying with the requirements of SEBI Regulations and the Listing Agreement with the Stock Exchanges. Email address of Compliance Officer is cs@ushdev.com

VIII. Disclosures:

i. Disclosures on materially significant related party transactions that may have potential conflict with the interests of company at large.

NIL.

The policy on related party is displayed on the Company's website www.ushdev.com

ii. Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

NIL

iii. The Company has formulated a Whistle Blower policy and it is affirmed that no personnel has been denied access to the audit committee.

iv. The Company has complied with all the mandatory requirements and adopted certain non-mandatory requirements of clause 49 of the Listing Agreement.

IX. Means of Communication

1. Quarterly Results: The quarterly financial results of the Company (in the format prescribed by the Listing Agreement) are reviewed by Audit Committee and then, approved and taken on record by the Board within the prescribed time frame and immediately send to the Stock Exchange where the shares of the company are listed.

As on date, the Company has one Indian subsidiary Hobli Property Management Private Limited. During the year under review, Ushdev Steel Pvt. Ltd (formerly known as Maa Jai Jyotawali Steel Pvt Ltd) has ceased to be subsidiary of the Company w.e.f. February 12, 2015, pursuant to the fresh allotment of Equity shares by Ushdev Steel Private Ltd.

Accordingly, the Board of Directors of the Company approved and submitted to the Bombay Stock Exchange Limited, un-Audited Standalone and Consolidated Financial Results for the quarter ended June, 2014, September 2014 and December 2014. Limited Review was performed for every quarter. For the quarter and year ended March 2015, Audited Consolidated Financial Results were approved and submitted.

Note: The quarterly results for the financial year 2014 - 15 were published in the News Papers. (Details given below):

Quarter Results

June, 2014 The Free Press Journal and Navshakti

September, 2014 The Free Press Journal and Navshakti

December, 2014 The Free Press Journal and Navshakti

March, 2015 The Free Press Journal and Navshakti

The quarterly standalone and consolidated financial results has also been posted on the website of the Company i.e. www.ushdev <http://www.ushdev>. com.

2. Media Release and Presentations: Official media releases are sent to the Stock Exchange before their release to the media for wider dissemination. Presentations made to media, analysts, institutional investors, etc. if any, are posted on the website of the Company.

3. Website: The Company's website contains a separate dedicated section "Investor Relations". It contains comprehensive database of information of interest to our investors including the financial results and Annual Report of the Company.

4. Annual Report: Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Boards Report, Auditors' Report and other important information is circulated to members and others entitled thereto. The Management Discussion and Analysis Report forms part of the Annual Report.

5. SEBI Complaints Redress System (SCORES): The investors' complaints are also being processed through the centralized web base complaint redressal system. The salient features of SCORES are availability of centralized data base of the complaints, uploading online action taken reports by the Company. Through SCORES the investors can view online, the actions taken and current status of the complaints.

X. Compliance with other mandatory requirements

1. Management Discussion and Analysis

A Management Discussion and Analysis Report forms part of this Annual Report and includes discussion on various matters.

2. Subsidiaries

During the financial year 2014-2015, the Company has one wholly owned subsidiary viz. Hobli Property Management Private Limited. During the year under review, Ushdev Steel Pvt. Ltd (formerly known as Maa Jai Jyotawali Steel Pvt Ltd) has ceased to be subsidiary of the Company w.e.f. February 12, 2015, pursuant to the fresh allotment of Equity shares by Ushdev Steel Private Ltd.

The company has formulated policy for determining 'material' subsidiaries and such policy has been disclosed on the company's website www. ushdev.com

The Company monitors performance of subsidiary company, inter alia, by the following means:

a. Financial statements, in particular the investments made by unlisted subsidiary company are reviewed quarterly by the Audit Committee of the Company.

b. Minutes of the meetings of the Board of Directors of the subsidiary company are placed before the Company's Board regularly.

c. A statement containing all the significant transactions and arrangements entered into by the unlisted subsidiary company are placed before the Company's Board/Audit Committee.

d. Quarterly review of Risk Management process by Audit Committee/ Board.

3. Disclosures

a. There has been no instance of non-compliance by the Company on any matter related to capital markets during the last three years and hence no penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authority.

b. Related party transactions

During the year 2014-15, no transactions of material nature had been entered in to by the Company with the Promoters or Directors or Management or their relatives, their subsidiaries that may have a potential conflict with interest of the Company. The related party transactions with subsidiary companies and others are disclosed in Notes to Accounts.

c. Accounting treatment

In the preparation of financial statements, the Company has followed the Accounting Standards as prescribed under Companies (Accounting Standards) Rules, 2014, as applicable. The Accounting policies followed by the Company to the extent relevant are set out elsewhere in this Annual Report.

d. Risk management

The Company has laid down a robust Risk Management Policy, defining risk profiles involving Strategic, Technological, Operational, Financial, Organizational, Legal and Regulatory risks within a well-defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks.

e. Code of conduct

The Company has adopted the code of conduct and ethics for directors and senior management. The code has been circulated to all the members of the Board and senior management. The Board members and senior management have affirmed their compliance with the code and a declaration signed by the Chief Executive Officer is mentioned elsewhere in this Report.

f. CEO and CFO certification

Shri Arvind Prasad, Managing Director and CEO and Shri Ashwin Rathi, Managing Director and Chief Financial Officer of the Company have provided certification on financial reporting and internal controls to the Board as required under Clause 49(IX) of the Listing Agreement.

g. Review of Directors' responsibility statement

The Board in its report have confirmed that the annual financial statement for the year ended March 31, 2015 have been prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records.

XI. Policy on insider trading

The Company has formulated a code of conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 / Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

XII. General Shareholder Information

1. AGM date: 19/09/2015

AGM Time: 3.30 p.m.

AGM Venue: 6th Floor, Babasaheb Dahanukar Hall, Maharashtra Chamber of Commerce, Industry & Agriculture, Oricon House, 12 K Dubhash Marg, Fort, Mumbai 40 001

2. Financial Year:

1st April to 31st March

3. Date of Book closure

12.09.2015 to 19.09.2015

4. Dividend payment date

19.09.2015

5. Listing on Stock Exchanges:

The Bombay Stock Exchange Limited

6. Stock Code & Demat Scrip Code (ISIN)

Bombay Stock Exchange

Stock Code: 511736

Scrip Code: INE 981D01017

9. Registrar & Transfer Agents

Sharex Dynamic (India) Private Limited

Address: Unit No. 1, Luthra Industrial Premises, Andheri-Kurla Road, Andheri (East), Mumbai: 400 072 Tel. No. 2851 5606, 2851 5644

Fax No. 2851 2885

Email ID: sharexindia@vsnl.com  Website: www.sharexindia.com

Shareholders / investors are requested to forward share transfer documents, dematerialization request, correspondence regarding change of address, non - receipt of dividend or share certificates and other related queries to the company's registrar i.e. Sharex Dynamic India Private Limited at the address mentioned above.

10. Share transfer system

Shareholders/investors are requested to send share certificate(s) along with share transfer deed in the prescribed form SH-4, duly filled in, executed and duly stamped affixed with share transfer stamps, to the Company's RTA. If the transfer documents are in order, the transfer of shares is registered within 7 days of receipt of transfer documents by Company's RTA.

12. Dematerialization of Shares:

The Company has admitted its shares to the depository system of the National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of shares. International Securities Identification Number (ISIN) INE 981D01017. The equity shares of the Company are compulsorily traded in dematerlised form as mandated by Securities and Exchange Board of India (SEBI).

Status of Dematerlisation of shares

As on March 31, 2015, 86.71% of the shares of the Company are dematerialized.

Hold Securities in Dematerlised Form

Investors should hold their securities in dematerlised form as the same is beneficial due to following:

0 A safe and convenient way to hold securities;

0 Elimination of risk associated with physical certificates such as bad delivery, fake securities, delays, thefts etc;

0 Immediate transfer of securities

0 No stamp duty on electronic transfer of securities

0 Reduction in transaction cost;

0 Reduction in paperwork involved in transfer of securities 0 No odd lot problem, even one share can be traded; 0 Availability of nomination facility;

0 Ease in effecting change of address as change with Depository Participants gets registered with all companies in which investor holds securities electronically;

0 Easier transmission of securities as the same done by Depository Participants for all securities in demat account;

0 Automatic credit into demat account of shares, arising out of bonus/ split/consolidation/ merger etc.

Hold Securities in Consolidated form

Investors holding shares in multiple folios are requested to consolidate their holding in single folio. Holding of securities in one folio enables shareholders to monitor the same with ease.

Submit nomination form and avoid transmission hassle

Nomination helps nominees to get the shares transmitted in their favour without any hassle. Investors should get the nomination registered with the Company in case of physical holding and with their Depository Participants in case of shares held in dematerlised form.

Deal only with SEBI Registered Intermediaries

Investors should deal with SEBI registered intermediary so that in case of deficiency of services, investor may take up the matter with SEBI.

13. Course of Action in case of Non-receipt of Dividend, Revalidation of Dividend Warrant etc.

Shareholders may write to the Company's RTA, furnishing the particulars of the dividend not received, quoting the folio number/DP ID and Client ID particulars (in case of dematerialized shares). On expiry of the validity period, if the dividend warrant still appears as unpaid in records of the Company, duplicate warrant will be issued. The Company's RTA would request the concerned shareholder to execute an indemnity before issuing the duplicate warrant. However, duplicate warrants will not be issued against those shares wherein a 'stop transfer indicator' has been instituted either by virtue of a complaint or by law, unless the procedure for releasing the same has been completed. Members are requested to note that they have to wait till the expiry of the validity of the original warrant before a duplicate warrant is issued to them, since the dividend warrants are payable at par at several centres across the country and the banks do not accept 'stop payment' instructions on the said warrants.

14. Permanent Account Number (PAN) for transfer of shares in physical form mandatory

SEBI has stated that for securities market transactions and off-market transactions involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company's RTA for registration of share transfer of shares

16. Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely impact on equity

There are no outstanding GDRs/ ADRs/ Warrants or any Convertible instruments. Hence there will not be any impact on the equity of the company.

17. Plant Locations of the Company

1st Windmill Project

Chinnapthur Village, TalukaDharapuram, Tamil Nadu.

2nd Windmill Project

Gundikere Village, HalalkereTaluka, Chitradurga District Karnataka

3rd Windmill Project

Bhu Village, Kita Village, Jaisalmer District, Rajasthan

4th Windmill Project

Hadmatiya Village, TalukaKalyanpur, Jamnagar District, Gujarat

5th Windmill Project

Methan Village, TalukaJamjodhpur Jamnagar District Gujarat

6th Windmill Project

AndipattiTaluk, Theni District, Tamilnadu

7th Windmill Project

Village Khabalwadi, TalukaKoregaon, Dist. Satara, Maharashtra

18. Payment of Listing Fees

Annual Listing Fees for the year 2015-16 (as applicable) has been paid by the Company to Bombay Stock Exchange.

19. Practicing Company Secretary Certificate on Corporate Governance

Practicing Company Secretary's certificate on compliance of conditions of clause 49 of the Listing Agreement relating to Corporate Governance is published as an annexure to the Director's Report.

Registered Office Address

Ushdev International Limited

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

Ph.No: +91-22-6194 8888 Fax: +91-22-2282 1416 Website: www.ushdev.com

For Ushdev International Limited

Sd/- Suman Gupta Chairperson

Din:-00166031

Place: Mumbai

Date: July 28, 2015