Directors Report of Ushdev International Ltd.

Mar 31, 2024

Implementing Agency (IMA) presents to the members the 30thAnnual
Report of the Company together with the Audited Financial Statements
(Standalone & Consolidated) for the Financial Year ended 31stMarch, 2024,
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
Hon''ble 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 23rdJune, 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 3rdFebruary, 2022 and the subsequent order dated 11thMarch,
2022 of the NCLAT, Implementing Agency (IMA) was constituted on
15thMarch, 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
the NCLT approved Resolution Plan the company has applied for SEBI and
RBI approvals for certain corporate actions to be undertaken. The Hon''ble
NCLT Mumbai issued an order on December 8, 2023, granting a two-month
period for the Resolution Applicant to execute the Resolution Plan. As no
payment was received from Resolution Applicant M/s Taguda Pte Ltd, on
February 9, 2024, the secured financial lenders of the company, led by
State Bank of India, invoked the Bid Bond and Performance Security funds
deposited by the Resolution Applicant have been forfeited.

The National Company Law Appellate Tribunal (NCLAT) issued an order on
July 5, 2024, directing the Resolution Applicant to transfer the Resolution
amount to an overseas bank account. The Resolution Applicant is required
to deposit the resolution amount in the specified bank account by August
1, 2024.

Approval of the Financial Statements 2023-24 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 Company''s financial performance for the year ended 31stMarch, 2024,
is summarized below:

Particulars	Standalone		Consolidated
	2024	2023	2024	2023
Total Turnover	1,503.28	1,418.42	1,503.28	1,418.42

Particulars	Standalone		Consolidated
	2024	2023	2024	2023
Other Income	168.56	143.37	168.56	143.37
Profit/ (Loss) before Finance Cost, Depreciation & Amortisation and Taxation	(258.42)	(3,917.03)	(258.70)	(3,917.09)
Less: 1. Finance Cost	0.09	0.07	0.09	0.07
2. Depreciation & Amortisation	714.97	712.57	714.97	712.57
Profit/ (Loss) Before Taxation	(973.48)	(4,629.67)	(973.77)	(4,629.73)
Less: Provision for Taxation
Current Tax	-	-	-	-
Deferred Tax	-	-	-	-
Net Profit/(Loss) for the Year	(973.48)	(4,629.67)	(973.77)	(4,629.73)
Less: Income Tax paid for earlier year	''
Profit/(Loss) after Taxation	(973.48)	(4,629.67)	(973.77)	(4,629.73)
Add: Other Comprehensive Income	2.73	8.82	2.73	8.82
Total Comprehensive Income	(970.75)	(4,620.86)	(971.03)	(4,620.91)

Note: Previous year''s 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 31stMarch,
2024, 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. 1,671.84
lakh as compared to Rs. 1,561.79 lakh for the previous year representing
an increase of Rs. 110.05 lakh; loss before interest, tax, depreciation and
amortization for the year was Rs. 258.42 lakh as compared to Rs. 3,917.03
lakh in the previous year and loss after tax stood at Rs.973.48 lakh for the
year under review as compared to loss after tax of Rs 4,629.67 lakh for the
previous year.

Consolidated Financials

During the year under review, the total revenue stood at Rs.1,671.84
lakh as compared to Rs.1,561.79 lakh for the previous year representing
an increase of Rs. 110.05 lakh; loss before interest, tax, depreciation and

amortization for the year was Rs. 258.70 lakh as compared to Rs. 3,917.09
lakh in the previous year and loss after tax stood at Rs.973.77 lakh for the
year under review as compared to loss after tax of Rs.4,629.73 lakh 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.

Thp Hptaik nf thp wind nnwor nrniork atp holnw-

Sr.	Location	Date of	No. of	Installed	Investment
No.		Installation	WEG''s	Capacity	(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	27.1 1.2010	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, 2024 the
Authorized Share Capital of the Company stood at Rs.35,00,00,000.The
Paid-up Share Capital of the Company as on 31stMarch, 2024 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 period under review,

Ms. Sonam Gandhi has resigned from the position of Company Secretary
and Compliance Officer of the Company w.e.f. 17th May, 2023.

Mr. Amrit Suthar has been appointed as Company Secretary and Compliance
Officer of the Company w.e.f. 12th June, 2023.

Mr. Amrit Suthar has resigned from the position of the Company Secretary
and Compliance Officer of the Company w.e.f. 30th April, 2024.

Ms. Alisha Khandelwal has been appointed as Company Secretary and
Compliance Officer of the Company w.e.f. 3rd June, 2024.

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
Company''s business model, the risks and opportunities etc. Details of the
Familiarization Programme are also available on the Company''s 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 Evaluation

One of the key functions of the Board is to monitor and review 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-evaluation excluding the director being evaluated. Each Board
member is requested to evaluate the effectiveness of the Board dynamics
and relationships, information flow, decision-making of the directors,
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, the Company is under Corporate
Insolvency Resolution Process (CIRP) and the entire Board is suspended,
hence no formal 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 employee''s
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-a-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 Company''s 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 29thAnnual General Meeting held in the year 2023, has
appointed of M/s. SGN & Co., Chartered Accountants, (Firm Registration
No. 134565W as the Statutory Auditors of the Company for a term of
5 years i.e. from the conclusion of 29thAnnual General Meeting till the
conclusion of ensuing 34th Annual General Meeting of the Company.

The Auditors'' Report furnished by SGN & Co., Chartered Accountants on the
financial statements for the financial year ended 31st March, 2024 contains
the following remarks:

1. During the year, the Company has incurred a Net loss of Rs. 970.75
lakhs resulting into negative net worth of Rs. 3,19,097.59 lakhs as at
March 31, 2024. The net current liabilities stand at Rs. 3,25,948.39
lakhs as at the year end. Further we refer to Note 1, 2, 3 and 4 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 regulatory authorities viz. SEBI and RBI, which
are part of the condition''s precedent to the implementation of the
resolution plan. The approval from the RBI is yet to be received by
the Company Further, The Hon''ble NCLT Mumbai issued an order on
December 8, 2023, granting a two-month period for the Resolution
Applicant to execute the Resolution Plan. As no payment was received
from Resolution Applicant M/s Taguda Pte Ltd, on February 9, 2024,
the secured financial lenders of the company, led by State Bank of
India, invoked the Bid Bond and Performance Security funds deposited
by the Resolution Applicant totaling Rs. 1813.46 lakh (including
Rs.160.74 lakh in interest earned on the Bid Bond and Performance
Security funds held as a Fixed Deposit), which has been forfeited.
Further the secured financial lenders have filed an application seeking
liquidation of the company as the Successful Resolution Applicant
has failed to implement the resolution plan, the said application is
currently pending adjudication before the NCLT Mumbai bench.

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 liquidation
proceedings as stated 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 mainly, Bombay Stock Exchange (BSE) and Reserve
Bank of India (RBI). The Resolution Plan is yet to be implemented
accordingly; the financial statements have been prepared on going
concern basis.

2. We refer to Note 6 to the financial results of the Company regarding
balances in respect of trade receivables, advance for purchase of
steel given, trade payables, borrowings, loans & advances, advance
from customers, book overdraft, bank balances and fixed deposits
with banks, other deposits, taxes recoverable and other balances
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
materialadjustments would be required in books ofaccounts upon
receipt of these confirmations. The claims received all the parties are
validated/verified by the RP.

3. We refer to Note 10 to the financial results of the Company regarding
no 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.

Management views: Considering the probability of recovery of
tradereceivables and advances and based on expertopinion report,
the company has provided 100%provision as "Expected Credit Loss
"against these trade receivables and advances in earlierfinancial
years. The management believes thatno restatement for foreign
exchangefluctuations are now required.

Non revaluation of these trade receivables andadvances is having nil
impact in profit and lossaccount for the quarter and year ended March
31, 2024.

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 (
CP No. 23812) to undertake the Secretarial Audit of the Company.

A Secretarial Audit Report in Form MR-3 given by M/s. AJP&ASSOCIATES,
Practicing Company Secretary for the financial year 2023-24 is annexed with
the report as Annexure V and forms an integral part of this Report.

The remarks given by the Company on the observations of the Secretarial
Audit Report of the Company as given in the Secretarial Report is self¬
explanatory.

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 12thApril, 1995.

The securities of the Company have been suspended from trading &
freezing of the entire shareholding of the promoter. The Shares of the
Company are allowed on Trade for Trade basis in Z group only on the first
trading day of every week for six months from November 20, 2023 due
to on-compliance with Regulation 18(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for two consecutive quarters
i.e., March 2023 & June 2023.

Clarification given by the Company: The Company is in the process of
implementing NCLT approved Resolution Plan and as per the Resolution Plan
only after successful implementation of it the Company will be complying
with the aforesaid regulation , the same is being intimated to the exchange.

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 harassment of women employees from
any of the Company''s locations were received during the year ended 31st
March, 2024.

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 company''s
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
Company''s 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 1 34(3)(2) of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year
ended 31stMarch, 2024 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 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 since May 14, 2018. NCLT approved Resolution
Plan is not yet implemented by the Successful Resolution Applicant hence
no meeting of the Boardof 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.

Director''s 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, 2024, 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, 2024, 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

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. IMA
also wishes to place on record its deep sense of appreciation for the
committed services by the Company''s employees at all levels and all other
associated with the company.

For and on behalf of the Board of Directors
(Suspended post initiation of CIRP)

Radha M. Rawat

Member - IMA Authorised Signatory
Registered Office:

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

Place : Mumbai
Date : July 31, 2024

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Twentieth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1. Financial Results

Your Company operates in two different business sectors - trading in steel and metals (ferrous and non ferrous) and generation of power. The Company''s revenue, expenditure and results of operations are presented through consolidated financial statements and the details are given below:

(Rs. in Lacs)

Particulars Financial Financial Year Ended Year Ended 31/03/2014 31/03/2013

Gross Revenue 12,96,160.92 8,88,360.24

Gross Profit (before interest, depreciation, tax and writing off of preliminary expenses) 44,463.83 31,574.35

Interest 17,268.92 15,407.59

Depreciation 872.41 878.13

Provision for taxation 5,498.89 2,749.00

Net Profit / (Loss) 20,823.61 12,539.63

Deferred Tax Liability/(Assets) 8.86 (94.72)

Profit after Tax 20,814.75 12,634.35

Balance in Profit & Loss A/c c/f from last year 26,499.38 14,986.55

Amount available for appropriation 47,314.13 27,620.90

Appropriations

Proposed dividend on Equity Shares 710.84 710.84

Transfer to General Reserves 1,038.28 795.50

Tax on Dividend 120.81 115.29

During the year under review, your Company has made sales income of Rs. 12,96,160.92 lacs against Rs. 8,88,360.24 lacs for the previous year. The Company has earned profit of Rs. 20,814.75 lacs as compared to profit of Rs. 12,634.35 lacs in the previous year.

2. Dividend

Your Directors have recommended a dividend of 21% (Rs. 2.10/-) per equity share each for the Financial Year ended 31st March, 2014 (previous year 21% i.e. Re. 2.10/- per share) amounting to Rs. 710,83,740/-.

The dividend on the equity shares is subject to the approval of the shareholders at the ensuing Annua l Genera l Meeting. The totaldividend payout works out to Rs. 710,83,740/- for the standalone Company.

3. Performance during the Year

(i) Power Sector

The Company has its windmills in five states i.e. Tamil Nadu, Rajasthan, Karnataka, Gujarat and Maharashtra. The Details of the Company Project are as below :

(ii) Steel Sector

Your Company''s emphasis on core competencies has paid off multifold''s. Your Company has been successful in increasing its market share in the steel sector, thus in turn has been successful in increasing its presence in this sector. This has resulted in an increase in top line income by 45.90%.

4. Directors

The Board of Directors of the Company comprises of the following Directors:

(i) Mrs. Suman Gupta- Chairperson and Non-Executive Director

(ii) Mr. Prateek Gupta- Vice Chairman and Non-Executive Director

(iii) Mr. Arvind Prasad- Managing Director

(iv) Mr. Ashwin Rathi- Managing Director

(v) Mr. Vinay Kamat- Non Executive and Independent Director

(vi) Mr. Narayan Hegde- Non Executive and Independent Director

(vii) Mr. Suresh Lakhiani- Non Executive and Independent Director

(viii) Mr. Vijay Kumar Gupta- Non Executive and Independent Director

(ix) *Mr. Mark Pawley- Nominee Director

* Mr. Mark Pawley has been appointed as additional director on board of the Company by Oxley Securities No. 2 Pte Limited w.e.f. 2nd September 2013.

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. Prateek Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

A brief resume of the Director retiring by rotation at the ensuing Annual General Meeting of the Company, nature of expertise in specific functional areas and name of the companies in which he holds directorship and/ or membership/ chairmanships of Committees of the respective Board, shareholding and relationship between directors inter se as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange, is given in the section of Corporate Governance Report forming part of this Annual Report.

9. Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that as the Company is not carrying on any manufacturing activity and does not consume power the question of conservation of energy and absorption of technology does not arise. The figures of foreign exchange earnings and outflow are as follows:

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings/Outgo: (Rs. in Lacs)

Foreign Exchange Earned 3,14,160.14

Foreign Exchange Outgo 4,19,851.37

i. Activities relating to Exports undertaken by the Company:

During the year under review, the Company has undertaken following activities relating to export:

a) First annual performance report for SEZ/FTWZ operations having net foreign exchange of Rs. 766 lacs has been submitted to Development Commissioner (SEZ).

b) The Company has submitted the application for change in status from Export House to Star Trading House.

ii. Initiatives taken to increase Exports:

During the year under review, the Company has tied up with Henry Bath, GKE Metals as a logistics and supply chain partner for Far East Markets, LME traders like Clearsources Pte. Limited, Red Kite Master Fubd Limited and Gunvor Singapore Pte. Limited, in addition to LME traders like Steinweg, Gold Matrix Resources Pte Limited and Louis Dreyfus.

iii. Development of new export markets for products and services and export plans:

During the year under review, the Company has already exported around 18500 ferrous metals and 12621 of non ferrous metals compared to financial year 2012-13 resulting increase in 117% exports.

10. Public Deposits

The Company has not accepted any deposits from the public u/s 58A of the Companies Act,1956.

11. Particulars of Employees

Particulars of Employees are required in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended are given in annexure of the Directors Report.

12. Directors Responsibility Statement

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibily Statement, it is hereby confirmed;

i) that in the preparation of the Annual Accounts for the financial year 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2014 on a going concern basis.

13. Listing of Shares

The Company''s shares are listed on Bombay Stock Exchange Limited (BSE) and the Company has paid the listing fees for the same.

14. Corporate Governance

It has always been the Company''s endeavour to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law of the land. The Company complies with the revised clause 49 of the Listing Agreement.

The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally.

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Practising Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

15. Auditors

M/s. M. P. Chitale & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible has offered themselves for re- appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

16. Acknowledgment

Your Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company.

Your Directors also express their deep gratitude to Bankers and concerned Governmental Authorities. They are thankful to the Shareholders and Customers for their co-operation and trust they have reposed in the Company.

For and on behalf of the Board For Ushdev International Limited

Director Managing Director

Place : Mumbai Dated : May 12, 2014

---

Mar 31, 2013

To The Members,

The Directors have the pleasure in presenting their Nineteenth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

1. Financial Results

Your Company operates in two different business sectors - trading in steel and metals (ferrous and non ferrous) and generation of power. The Company''s revenue, expenditure and results of operations are presented through consolidated financial statements, the details of which are given below:

(Rs. in Lacs) Particulars Financial Financial Year Ended Year Ended 31/03/2013 31/03/2012

Gross Revenue 8,88,360 5,83,791

EBIDTA (Earnings before finance cost, depreciation, tax and writing off of preliminary expenses) 31,574 23,842

Finance cost 15,407 14,273

Depreciation 878 924

Profit before Tax 15,289 8,645

Provision for taxation 2,749 1,666

Deferred Tax Liability/(Assets) (94) (255)

Profit after Tax 12,634 7,234

Balance in Profit & Loss A/c carried forward from last year 14,987 8,251

Amount available for appropriation 27,621 15,485

Appropriations

Proposed dividend on Equity Shares 711 618

Transfer to General Reserves 796 624

Tax on Dividend 115 100

Foreign Currency Transaction Reserves (500) (844)

Balance carried to Balance Sheet 26,499 14,987

2. Dividend

The Board recommended dividend of 21% (i.e. Rs. 2.10/- per equity share) for the Financial Year ended 31st March, 2013 (previous year 21% i.e. Rs. 2.10 per equity share amounting to Rs. 617,94,180/-).

The dividend on the equity shares is subject to the approval of the shareholders at the Annual General Meeting. The total dividend payout works out to Rs. 710,83,740/- (2012-13: 21%) for the Company on standalone basis.

3. Issue of 44,23,600 Equity Shares of the Company to Oxley Securities No. 2 Pte Limited

Pursuant to the special resolution passed at the 18th Annual General Meeting of the Company held on 30th August, 2012 and pursuant to Chapter VII Preferential Issue under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009 and amended thereto, the Company had issued and allotted 44,23,600 equity shares of the Company to Oxley Securities No. 2 Pte Limited, having its office at, 3, Phillip Street, #17-01, Commerce Point, Singapore : 048693.

4. Performance during the Year

(i) Power Sector

The Company has its windmills in five states i.e. Tamil Nadu, Rajasthan, Karnataka, Gujarat and Maharashtra. Mentioned below are the details of the Company Projects :

Date of Location No of Installed Investments Installation WEG''s Capacity (Rs. in Lacs)

29/03/2005 Tamil Nadu2 2 1.60MW 807

29/03/2006 Rajasthan 3 2.40 MW 1,178

29/03/2006 Karnataka 2 1.60 MW 785

30/03/2007 Gujarat 1 2 1.60 MW 740

10/07/2007 Gujarat 2 4 3.20 MW 1,480

26/09/2009 Tamil Nadu 3 6 9.90 MW 6,090

27/11/2010 Maharashtra 4 8.00 MW 4,900

Total 23 28.30 MW 15,981

During the year under review, the Company has sold its first project i.e. Tamil Nadu 1 consisting of 11 wind mills aggregating to 2.53 MW and therefore, the total installed capacity has reduced to 28.30 MW.

(ii) Steel Sector

Your Company''s emphasis on core competencies has paid off multifold. Your company has been successful in increasing its market share in the steel sector, which in turn has resulted in increasing its presence in this sector. This has resulted in an increase in top line income of 52.07%.

5. Directors

The Board of Directors of the Company comprises of the following Directors:

(i) Mrs. Suman Gupta- Chairperson & Non Executive Director

(ii) *Mr. Prateek Gupta- Vice Chairman & Non Executive Director

(iii) **Mr. Arvind Prasad- Managing Director

(iv) ***Mr. Ashwin Rathi- Managing Director & Group CFO

(v) Mr. Vinay Kamat- Independent & Non Executive Director

(vi) Mr. Narayan Hegde- Independent & Non Executive Director

(vii) Mr. Suresh Lakhiani- Independent & Non Executive Director

(viii) ****Mr. Vijay Kumar Gupta- Independent & Non Executive Director

*Mr. Prateek Gupta has resigned from the position of Managing Director of the Company and has been appointed as the Vice Chairman of the Company w.e.f. 1st of December, 2012.

**Mr. Arvind Prasad has been appointed as the Managing Director of the Company w.e.f. 1st December, 2012 vide Board Resolution passed in the Board Meeting held on 30th October, 2012.

***Mr. Ashwin Rathi has been appointed as the Managing Director & Group CFO of the Company vide Board Resolution passed in the Board Meeting held on 29th January, 2013.

****Mr. Vijay Kumar Gupta was appointed as an Additional Director of the Company vide Board Resolution passed in the Board Meeting held on 6th February, 2012. Subsequently he has been appointed as a Director of the Company vide Ordinary Resolution passed at the 18th Annual General Meeting of the Company held on 30th August, 2012.

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. Narayan Hegde retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

6. Subsidiary Companies

As on 31st March, 2013, the Company has following four wholly owned subsidiaries:

i. UIL (Singapore) Pte Limited

ii. UIL Hong Kong Limited

iii. Maa Jai Jyotawali Steel Private Limited

iv. Hobli Property Management Private Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its Annual Report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiary, subject to fullfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence, is entitled to exemptions. Accordingly the same is not attached to the Balance Sheet of the Company. The Annual accounts of the Subsidiary Company will be made available for inspection by any Shareholder and Shareholders who wish to have a copy of the Annual Accounts of the Subsidiary Companies may write to the Company Secretary at the Corporate Office of the Company for the same.

8. Consolidation of Financial Statements

In accordance with point 7 above the financial data of the Subsidiary Companies has been duly prepared by following Accounting Standard 21 (AS-21) notified by Companies (Accounting Standard) Rules, 2006 and forms part of the Annual Report. The Consolidated Financial Statements along with its Subsidiary Companies for the year ended 31st March, 2013 together with report of the Auditors there on and statement persuant to Section 212 of the Companies Act, 1956 forms a part of the Annual Report.

9. Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that as the Company is not carrying on any manufacturing activity and does not consume power the question of conservation of energy and absorption of technology does not arise. The figures of foreign exchange earnings and outgo are as follows:

Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings/Outgo: (Rs. in Lacs)

Foreign Exchange Earned 3,14,253.46

Foreign Exchange Outgo 3,38,709.67

i. Activities relating to Exports undertaken by the Company:

During the year under review, the Company has undertaken following activities relating to exports:

a) full fledge operations started at SEZ/FTWZ unit Arshiya FTWZ, Panvel. Copper, Aluminum, Tin and Lead added to the list of products in letter of approval.

b) Ushdev International Limited has won the prestigious "ECGC- D&B Indian Exporters Excellence Award 2012" in the "Best Trader- Exporter (Large) category" on 24th November, 2012.

ii. Initiatives taken to increase Exports:

During the year under review, the Company has already tied major LME Traders like Steinweg Sharaf FZE, Dubai, Goldmatrix Resources PTE, Singapore and Louis Dreyfus.

iii. Development of new export markets for products and services and export plans:

During the year under review, the Company has already exported around 14,288 MT compared to 870 MT in the financial year 2011- 12, resulting in an increase of 93% exports.

10. Public Deposits

The Company has not accepted any deposits from the public.

11. Particulars of Employees

Particulars of Employees as required in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are given in annexure to the Directors Report.

12. Directors Responsibility Statement

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) that in the preparation of the Annual Accounts for the financial year 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures

ii) that 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 or loss of the Company for the year under review

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv) that the Directors had prepared the Annual Accounts for the financial year ended 31st March, 2013 on a going concern basis.

13. Listing of Shares

The Company''s shares are listed on Bombay Stock Exchange Limited (BSE) and the Company has paid the listing fees for the same.

14. Corporate Governance

It has always been the Company''s endeavour to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the Law. The Company complies with the revised clause 49 of the Listing Agreement.

The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally.

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Practising Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

15. Auditors

M/s. M. P. Chitale & Co, Chartered Accountants Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956. The Directors recommend their re- appointment by the shareholders at the ensuing Annual General Meeting of the Company.

16. Auditors Remark

The observations made by the Auditors in their report given in the notes to Accounts are self explanatory and therefore do not call for any futher comments under Section 217(3) of the Companies Act, 1956.

17. Cost Audit Report and Cost Accounting Records

Ministry of Corporate Affairs Cost Audit Branch had issued MCA order E No. 52/26/CAB - 2010 dated 2nd May, 2011. By virtue of this order Companies generating electricity and satisfying certain conditions are brought under the provisions of mandatory cost audit from the financial year beginning from 1st April, 2011. Ushdev International Limited being a Listed Company and one of its business being generation of power by windmills is required to perform cost audit for the windmill business.

Accordingly, the Company had appointed M/s. H. S. Bajaj & Co., Cost Accountants as Cost Auditor of the Company. The Cost Auditor had submitted his report before the Board of Directors of the Company. The Board of Directors has adopted and approved the report at their meeting held on 24th April, 2013.

The Company has also complied with the Cost Accounting Records (Electricity Industry) Rules, 2011.

18. Acknowledgment

Your Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company.

Your Directors also express their deep gratitude to its Bankers and concerned governmental authorities. They are thankful to the Shareholders and Customers for the co-operation and trust they have reposed in the Company.

For and on behalf of the Board

For Ushdev International Limited Suman Gupta Prateek Gupta

Director Director

Place : Mumbai

Dated : 24th April, 2013

25th May, 2012

---

Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

1. Financial Results

Your Company operates in two different business sectors-trading in steel and metals (ferrous and non ferrous) and generation of power. The Company's revenue, expenditure and results of operations are presented through consolidated financial statements and the details given below:

(Rs. in lakhs)

Particulars Financial Financial Year Ended Year Ended 31/03/2012 31/03/2011

Gross Revenue 5,86,078.96 3,28,928.72

Gross Profit (before interest, depreciation, tax and writing off of preliminary expenses) 23,842.13 14,682.98

Interest 14,273.39 8,518.42

Depreciation 923.81 761.91

Provision for taxation 1,666.37 1,078.93

Net Profit / (Loss) 6,978.56 4,323.72

Deferred Tax Liability/(Assets) (255.48) (50.64)

Profit after Tax 7,234.04 4,374.36

Balance in Profit & Loss A/c c/f from last year 8,250.66 5,010.42

Amount available for appropriation 15,484.70 9,384.78

Appropriations

Proposed dividend on Equity Shares 617.94 617.94

Transfer to General Reserves 624.58 413.54

Tax on Dividend 100.25 102.63

Balance carried to Balance Sheet 14,141.94 8,250.66

2. Dividend

The Board recommended dividend of 21% (i.e. Rs. 2.10/- per equity share) for the Financial Year ended 31st March, 2012 (previous year 21% i.e. Rs. 2.10/- per share) amounting to Rs. 6,17,94,180/-.

The dividend on the equity shares is subject to the approval of the shareholders at the Annual General Meeting. The total dividend payout works out to Rs. 6,17,94,180/- (2010-11: 21%) for the standalone Company.

3. Increase in Authorised Share Capital

In order to facilitate the issue of equity shares in future, the authorised share capital of the Company was increased from Rs. 30,00,00,000/- (Rupees Thirty Crores only) to Rs. 35,00,00,000/- (Rupees Thirty Five Crores only) vide special resolution passed at the Extra Ordinary General Meeting of the Company held on 7th March 2012.

4. Performance During the Year

(i) Power Sector

The Company has its windmills in five states i.e. Tamil Nadu, Rajasthan, Karnataka, Gujarat and Maharashtra. We give the details of the Company projects as below:-

Date of Location No of Installed Investments Installation WEG's Capacity Rs. in Lakhs

27/03/1997 Tamil Nadu1 11 2.53 MW 1,406.35

29/03/2005 Tamil Nadu 2 2 1.60 MW 807.47

29/03/2006 Rajasthan 3 2.40 MW 1,178.48

29/03/2006 Karnataka 2 1.60 MW 785.65

30/03/2007 Gujarat1 2 1.60 MW 740.00

10/07/2007 Gujarat 2 4 3.20 MW 1,480.00

26/09/2009 Tamil Nadu 3 6 9.90 MW 6,090.00

27/11/2010 Maharashtra 4 8.00 MW 4,900.00

Total 34 30.83 MW 17,387.94

During the year under review, the Company has initiated the process for replacing its windmill project of 2.53 MW with 11 Nos. of 230 kW WEGs in Tamil Nadu with 3 Nos. of 850 kW WEGs with marginal capacity increase to 2.55 MW.

(ii) Steel Sector

Your Company's emphasis on core competencies has paid off multifold's. Your company has been successful in increasing its market share in the steel sector, thus in turn has been successful in increasing its presence in the this sector. This has resulted in an increase in top line income of 79%.

5. Directors

The Board of Directors comprised of the following directors:

(i) Mrs. Suman Gupta- Chairperson and Non Executive Director

(ii) Mr. Prateek Gupta- Managing Director

(iii) Mr. Vinay Kamat- Non Executive and Independent Director

(iv) Mr. Narayan Hegde- Non Executive and Independent Director

(v) Mr. Suresh Lakhiani- Non Executive and Independent Director

(vi) Mr. Vijay Kumar Gupta- Non Executive and Independent Director

Mr. Vijay Kumar Gupta was inducted as an additional director with effect from 6th February 2012 and holds office up to ensuing annual general meeting of the Company. The Company has received notice from the member pursuant to Section 257 of the Companies Act, 1956, signifying his intention to propose the candidature of Mr. Vijay Kumar Gupta for the office of director.

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. Suresh Lakhiani retires by rotation at the ensuing annual general meeting of the Company and being eligible, offers himself for re-appointment.

7. Subsidiary Companies

As on 31st March, 2012, the Company has following two wholly owned subsidiaries:

i. UIL (Singapore) Pte Limited

ii. UIL Hongkong Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is attached to the Balance Sheet of the Company. The Shareholders who wish to have a copy of Annual Accounts of Subsidiary Company may write to the Company Secretary at the registered office of the Company.

8. Consolidation of Financial Statements

In accordance with the said above referred circular and with the Accounting Standards AS - 21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred two subsidiary companies and forms part of this Annual Report.

9. Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that as the Company is not carrying on any manufacturing activity and does not consume power the question of conservation of energy and absorption of technology does not arise. The figures of foreign exchange earnings and outflow are as follows:

Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings/Outgo: Rs. in Lakhs

Foreign Exchange Earned 1,53,505.08

Foreign Exchange Outgo 1,76,286.10

i. Activities relating to Exports undertaken by the Company:

During the year under review, the Company has undertaken following activities relating to export:

a) Unit Approval process completed for setting up Special economic zone unit at Arshiya FTWZ, Panvel, Unit approval letter issued by development commissioner, Seepz.

b) Non-ferrous metal added like Nickel and Ferro Nickel in our metal trading activity.

c) Registration completed with ECGC for export payment insurance.

ii. Initiatives taken to increase Exports:

During the year under review, the Company tied up with LME registered members like Steinweg, Goldmatrix Resources and Noble Resources for sale and purchase of LME goods, which will result in worldwide exports.

iii. Development of new export markets for products and services and export plans:

During year under review, the Company has already exported around 869.168 MT Nickel to Dubai.

10. Public Deposits

The Company has not accepted any deposits from the public.

11. Particulars of Employees

Particulars of Employees are required in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are not applicable as none of the employees were paid a remuneration of Rs. 60,00,000/- or more per year or Rs. 5,00,000/- or more per month.

12. Directors Responsibility Statement

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2012 on a going concern basis.

13. Listing of Shares

The Company's shares are listed on Bombay Stock Exchange Limited (BSE) and the Company has paid the listing fees for the same.

14. Corporate Governance

It has always been the Company's endeavour to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law of the land. The Company complies with the revised clause 49 of the Listing Agreement.

The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally.

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Practising Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

15. Auditors

M/s. M. P. Chitale & Co, Chartered Accountants retire at the ensuing annual general meeting and being eligible to offer themselves for re- appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

16. Cost Audit Report and Cost Accounting Records

Ministry of Corporate Affairs Cost Audit Branch had issued MCA order E No. 52/26/CAB - 2010 dated 2nd May, 2011. By virtue of this order Companies generating electricity and satisfying certain conditions are brought under the provisions of mandatory cost audit from the financial year beginning from 1st April, 2011. Ushdev International Limited being a Listed Company and one of its business being generation of power by windmills is required to perform cost audit for the windmill business.

Accordingly, the Company had appointed M/s. H. S. Bajaj & Co., Cost Accountants as Cost Auditor. The Cost Auditor had submitted his report before the Board of Directors of the Company. The Board of Directors has adopted and approved the report at their meeting held on 25th May, 2012.

The Company has also complied with the Cost Accounting Records (Electricity Industry) Rules, 2011.

17. Acknowledgment

Your Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company.

Your Directors also express their deep gratitude to its Bankers and concerned governmental authorities. They are thankful to the Shareholders and Customers for the co-operation and trust they have reposed in the Company.

For and on behalf of the Board

For Ushdev International Limited

Suman Gupta Prateek Gupta

Chairperson Managing Director

Place : Mumbai

Dated : 25th May, 2012

---

Mar 31, 2011

The Members,

The Directors have pleasure in presenting the Seventeenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

1. Financial Results

Your Company operates in two different business sectors - trading in steel and metals (ferrous and non ferrous) and generation of power. The Company's revenue, expenditure and results of operations are presented through consolidated financial statements and the details given below:

(Rs. in Lakhs)

Particulars Year Ended Year Ended 31st March, 31st March, 2011 2010

Gross Revenue 3,29,035 1,74,945

Gross Profit (before interest, depreciation, tax and writing off of preliminary expenses) 14,789 7,851

Interest 8,625 4,063

Depreciation 762 508

Provision for taxation 1,079 607

Net Profit / (Loss) 4,324 2,674

Deferred Tax Liability/(Assets) 51 19

Profit after Tax 4,375 2,693

Balance in Profit & Loss A/c c/f from last year 5,010 3,310

Amount available for appropriation 9,385 6,003

Appropriations

Proposed dividend on Equity Shares 618 618

Transfer to General Reserves 414 270

Tax on Dividend 103 105

Balance carried to Balance Sheet 8,250 5,010

2. Dividend

The Board of Directors have recommend dividend of 21% (i.e. Rs. 2.10/- per equity share) for the Financial Year ended 31st March, 2011 (previous year 21% i.e. Rs. 2.10/- per share) amounting to Rs. 6,17,94,180/- (previous year Rs. 6,17,94,180/-) The Dividend tax liability borne by your Company is Rs. 1,02,63,395/- (previous year Rs. 1,05,05,011/-).

3. Performance During the Year

(i) Power Sector

The Company has carried out its expansion plan in the relevant year also and has invested an amount of Rs. 173.88 crores in five states i.e. Tamil Nadu, Rajasthan, Karnataka, Gujarat and Maharashtra. We give the details of the Company projects as below :-

(ii) Steel Sector

Your Company's emphasis on core competencies has paid off multifold's. Your company has been successful in increasing its market share in the steel sector, thus in turn has been successful in increasing its presence in the this sector. This has resulted in an increase in top line income of 88%.

4. Management Discussion and Analysis

Forward Looking Statements:

This section contains forward-looking statements, which may be identified by their use of words, like 'plans', 'expects', 'wills', 'anticipates', 'believes', 'intends', 'projects', 'estimates', or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company's strategy for growth, product development, market position, expenditures and financial results are forward-looking statements. Forward-Looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions are accurate or will be realized. The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

a. Industry Structure and Development

The Industry is on a growth path in terms of capacities and global consumption with global demand and supply growing in tandem.

b. Opportunities and Threats

The opportunities will exist with the increase in higher value added steel consumption on a steady growth path in the country and the expectation of strengthening of the Indian economy.

As far as the power sector is concerned, the deficit between the demand and supply is so large that the Government of India requires the private sector participation and offers excellent infrastructure for completion of the same. Your Company benefits from the same and is thus able to consolidate and increase its presence in this sector due to the same.

c. Segment-Wise or Product-Wise Performance

Segment wise analysis or performance is also given herewith as per Accounting Standard 17.

d. Outlook

Your Company is well respected in both aforesaid sectors i.e. Steel & Power generation. A detailed expansion is on an anvil especially in the Power generation sector to increase power generating capacity's year on the most competitive terms.

e. Risk and Concerns

Ever changing scenario in international and domestic markets could be the only risk which may be faced by the Steel Industry.

The changing government policies are cause of concern for the Power generation business, however your Company is taking adequate precautionary steps to safeguard its interest.

f. Internal Control Systems and their Adequacy

Your Company has established effective internal operational control systems to monitor and review its business operations. Your Company has also appointed an internal auditor who is responsible for regular internal audit. This has substantially contributed to the better management.

g. Discussions on financial Performance with respect to Operational Performance

The financial performance with respect to the operational performance during the year under review was reasonably good. The Company is on expansion path & the Company has taken a proactive financing strategy to pursue this growth.

h. Material Development in Human Resources / Industrial Relations Front, including Number of People Employed

The appointments of qualified and skilled manpower including internal and external training programmes are the constant features of your Company.

i. Material Financial and Commercial Transactions

During the financial year under review, there are no materially significant financial and commercial transactions with the related parties conflicting with the interest of the Company. The Promoters and the Directors are not dealing in the shares of the Company.

5. Directors

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. Vinay G. Kamat retires by rotation at the ensuing annual general meeting of the Company and being eligible to offers himself for re-appointment.

6. Subsidiary Companies

As on 31st March, 2011, the Company has following two wholly owned subsidiaries: i. UIL (Singapore) Pte Limited ii. UIL Hongkong Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to the Company Secretary at the registered office of the Company.

7. Consolidation of Financial Statements

In accordance with the said above referred circular and with the Accounting Standards AS - 21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred two subsidiary companies and forms part of this Annual Report.

8. Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that as the Company is not carrying on any manufacturing activity and does not consume power the guestion of conservation of energy and absorption of technology does not arise. The figures of foreign exchange earnings and outflow are as follows:

Foreign Exchange Earning and Outgo :

Foreign Exchange Earnings/Outgo: Rs. in Lakhs

Foreign Exchange Earned 16,235.98

Foreign Exchange Outgo 43,013.14

9. Fixed Deposits

The Company has not accepted any deposits from the public.

10. Particulars of Employees

Particulars of Employees are required in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are not applicable as none of the employees were paid a remuneration of Rs. 60,00,000/- or more per year or Rs. 5,00,000/- or more per month.

11. Directors Responsibility Statement

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2011, the applicableaccounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2011 on a going concern basis.

12. Listing of Shares

The Company's shares are listed on Bombay Stock Exchange Limited (BSE) and the Company has paid the listing fees for the same.

13. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Practising Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

14. Auditors

M/s. M. P. Chitale & Co, Chartered Accountants retire at the ensuing annual general meeting and being eligible to offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

15. Acknowledgment

Your Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company.

Your Directors also express their deep gratitude to its Bankers and concerned governmental authorities. They are thankful to the Shareholders and Customers for the co-operation and trust they have reposed in the Company.

For and on behalf of the Board For Ushdev International Limited

Suman Gupta Prateek Gupta Chairperson Managing Director

Place : Mumbai

Dated : 30th May, 2011

---

Mar 31, 2001

The Directors present herewith the Seventh Annual Report of Company together with the Audited Accounts for the year ended 31st March, 2001.

1. FINANCIAL RESULTS (RS. IN THOUSANDS)

YEAR ENDED YEAR ENDED 31.03.2001 31.03.2000

Gross Revenue 113,483 53,296

Gross Profit (before interest, depreciation, tax and writing off of preliminary expenses) 37,071 34,487

Interest 19,538 17,880

Depreciation 13,408 14,505

Provision for taxation 135 120

Preliminary expenses and share 212 212 issue expenses written off

Dimunition in value of Investments 2,332 691

Amt accrued in earlier years now written off Nil Nil

Net Profit/Loss 1,446 1,079

Transfer to

(i) General Reserve Nil Nil

(ii) Capital Redemption Reserve 1,000 1,000

Balance in Profit & Loss Account 7,862 7,415

2. DIVIDEND

The Directors do not recommend any dividend in view of the loss incurred by the Company.

3. PERFORMANCE DURING THE YEAR :

INFRASTRUCTURE

The Company has successfully commissioned in March, 1997 a Wind Mill project for generation of electricity having capacity of 2.53 M.W. in village Naranpuram, Tal. Dharmpuram, Dist. Periyar in the state of TamilNadu. The Plant Load Factors achieved are as follows :

No. of Units Sold

For the year ended March 1999 30% 66,42,536

For the year ended March 2000 34% 74,51,664

For the year ended March 2001 33% 70,07,184

The company is proud to achieve its goal of achieving PLF at 33% which is one of the highest PLFs in the state of Tamil Nadu and in India.

The company had availed loan from Indian Renewable Energy Development (IREDA) in March 97 for a period of 1+6 years @ of 19% interest. The company had applied to IREDA for Re-schedulement of loan and reduction of interest.

The Company now inform that its request has been accepted and new a loan tenure of 10 years has been granted with effect from 30.06.2001. Further the companys request for scaling down its interest of 19% to 14.5%, simple rate of interest from date of disbursement of loan (31.3.1997) till that has been accepted by IREDA.

The company has benefited a total amount of Rs.212.74 Lacs by this interest reduction out of which 76.49 lacks has been booked in the Financial Year 2000-2001.

BUSINESS

The company had leased some assets to Aldrich Pharmaceuticals Ltd. (formally known as Rokadia Chemicals Ltd.) on the due date Aldrich Pharmaceuticals Ltd., failed to pay its lease rentals to the Company. Subsequently, a consent terms were filed in the Mumbai High Court for Rs. 69.90 Lacs, Aldrich Pharmaceuticals Ltd. paid an amount of Rs. 44.69 Lacs and defaulted to make the balance payment.

The Company has taken Aldrich Pharmaceuticals Ltd., into Liquidation and the official Liquidator has been appointed. The Company still is pursuing criminal case u/s 138 and u/s 420 against the Directors of Aldrich Pharmaceuticals Ltd.

The company has temporarily put on hold its Information Technology project due to uncertain market conditions.

4. OUTLOOK FOR THE FUTURE

The Chairman and Managing Director has been taking very active role in Wind Power Industry and has been appointed as .the Vice President of WIND POWER PRODUCERS ASSOCIATION. WINDPRO is the largest body of Wind farm developers in the country and is one of the most well - recognized bodies in the industry.

The Company has also sponsored the Northern and Western Chapters of WINDPRO in its office, under the supervision of the Chairman and Managing Director - Mr. Vijay Gupta.

In the past year the global scenario about wind has been extremely encouraging, as India ranks the fifth in the globe for wind power. The Honorable Prime Minister of India has pledged to ensure the growth of this sector upto 10,000 MW upto the year 2010, (Currently at 1167 MW on 31.03.2000). Few states are allowing extremely viable policies, allowing upto 100% Sales Tax benefit to the project cost. In view of the same and after seeing the Companys extremely good performance, as one of the highest PLF achievers in the state of Tamil Nadu and India the Company would like to expand its wind farm business in several states in a phased manner over the years to come.

In the last year the International trading business of the Company has received good support by way of increase in order book. The company expects to achieve much better figures in the next Financial years.

The Companys principals are in the process of merging with the worlds largest steel producer - The UNISOR group, thus giving the company a much wider product range.

5. DIRECTORS

In accordance with the Companys Articles of Association, Mrs. Suman Gupta retires by rotation at the forthcoming Annual General Meeting and being eligible offer herself for re-appointment.

6. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors

wish to state that as the company is not carrying on any manufacturing activity and does not consume power the question of conservation of energy and absorption of technology does not arise. However the figures of foreign exchange are given below.

Foreign Exchange Earnings/Outgo : Rs. in Thousand

Foreign Exchange Earned 4,754

Foreign Exchange Outgo 7,598

7. FIXED DEPOSITS

The Company have not accepted any deposits from public.

8. PARTICULARS OF THE EMPLOYEES

Particulars of Employees as required in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, are not applicable as none of the employees were paid a remuneration of Rs. 12,00,000/- or more per year or Rs. 1,00,000/- or more per month.

9. DIRECTORS RESPONSIBILITY STATEMENT

That in the preparation of the Annual Accounts, the applicable accounting standards has been followed alongwith proper explanation relating to material departures.

That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that year.

That 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.

That the directors had prepare the Annual Accounts on a going concern basis.

10. DEMATERIALISATSON OF SHARES

Your company had gone into the dematerialisation of the shares of the company, looking at the present need of investor convenience and has already executed Tripartite Agreement with National Securities Depositories Ltd. and Central Depositories Securities Ltd. and the Demat Registrars (i.e.) R&D Consultants Ltd.

11. LISTING OF SHARES

The Companys shares are listed on Mumbai Stock Exchage and the Company has paid the listing fees for the same.

12. AUDITORS

M/s. M. P. Chitale & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. You are requested to appoint them and fix their remuneration.

13. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their warm appreciation for the valuable Contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the company.

Your Directors also express their deep gratitude to the Bankers and Authorities of the State of Maharashtra. They are thankful to the Shareholders and Customers for the co-operation and trust they have reposed in the Company.

For and on behalf of the Board For USHDEV INTERNATIONAL LIMITED

Sd/-

Vijay Gupta

Chairman & Mananging Director

Place : Mumbai

Date : 6th August, 2001.