[ Company's Philosophy on Code of Governance ] [ Board of Directors ] [ Audit Committee ]
[ Renumeration Committee ] [ Shareholders Committee ] [ Management Analysis and Discussion ]
[ Disclosures ] [ Means of Communications ] [ General Shareholder Information ]
[ Registrar & Transfer Agents ] [ Share Transfer System ] [ Dematerialization of Shares and Liquidity ]

CORPORATE GOVERNANCE REPORT (UNDER CLAUSE 49 (VI) (i) of LISTING AGREEMENT)

1. 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 Board of Directors by considering itself the trustee of its Shareholders aims at maximizing shareholders value and protecting interests of other stakeholders

2. BOARD OF DIRECTORS

1. Board Composition: The strength of the Board was 5 Directors, out of which 3 are independent directors. The composition and category of Directors on the Board of the Company are:

2. Number of Board Meetings held and attendance of each Director at the Board Meeting:

 

DATE OF BOARD MEETINGS	SUMAN GUPTA	PRATEEK GUPTA	NARAYAN HEGDE	VINAY KAMAT	SURESH LAKHIANI
25th April, 2009	Present	Present	Absent	Present	Absent
27th July, 2009	Present	Present	Present	Present	Absent
8th October, 2009	Present	Present	Absent	Present	Absent
27th October, 2009	Absent	Present	Present	Present	Absent
17th December, 2009	Present	Present	Absent	Present	Present
27th January, 2010	Present	Present	Present	Present	Present
13th March, 2010	Present	Present	Present	Present	Absent
Total Attendance out of 12 Meetings.	6	7	4	7	4
Attendance at Last AGM	Absent	Present	Absent	Present	Absent

 

3. Number of other Companies where Director (of UIL) hold memberships on the Board of Directors:

Number of other Boards or other committees in which the Directors hold Memberships or Chairmanships:

Name of Director	Number of Other Companies where Director	Number of Committee Memberships / Chairmanships
		Chairmanship	No.	Membership	No.
Ms. Suman Gupta	7	Nil	0	Nil	0
Mr. Prateek Gupta	7	Nil	0	AC - UIL SIGC - UIL	2
Mr. Narayan Hegde	4	Nil	0	AC - UIL SIGC - UIL	2
Mr. Vinay Kamat	Nil	AC – UIL SIGC - UIL	2	NA	0
Mr. Suresh Lakhiani	Nil	Nil	0	AC- UIL	1

AC – UIL = Audit Committee – Ushdev International Limited
SIGC – UIL = Shareholders / Investors Grieveance Committee – Ushdev International Limited

Note: Only Public Limited Companies (Listed and Unlisted) have been taken into consideration while calculating the Committee Memberships and Chairmanships

4. 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 have affirmed their compliance with the code for the financial year ended 31st March, 2010. A declaration to this effect signed by the Chairperson of the Company is given elsewhere in the Annual Report.


 



3. AUDIT COMMITTEE

The Composition of the Audit Committee and their attendance at the Audit Committee Meetings are as follows:

Date of Audit Committee Meeting	Vinay Kamat	Narayan Hegde	Suresh Lakhiani	Prateek Gupta
	Chairman & Non Executive Independent Director	Non Executive Independent Director	Member & Non-Executive Independent Director	Member & Executive Managing Director
21st April, 2008	Present	Present	Present	Present
29th July, 2008	Present	Present	Present	Present
25th October, 2008	Present	Present	Present	Present
13th January, 2009	Present	Present	Present	Present
Total (out of 4 meetings)	4	3	1	4

The Board of Directors of the Company has framed a Terms of Reference for the Audit Committee. The Terms of Reference is based on Clause 49 (II) (D) of the Listing Agreement. The Audit Committee performs in accordance with its terms of reference. In addition it exercise powers and reviews information as specified under Clause 49 (II) (C) and (E) of the Listing Agreement.




4. REMUNERATION COMMITTEE

The Company has not constituted a separate committee to determine the terms of reference and remuneration package for its managerial personnel.

(i) REMUNERATION POLICY: The Board of Directors determines the remuneration payable to Managing Director. The same is within the limits approved by the shareholders of the company at the General Meetings.

(ii) DETAILS OF REMUNERATION PAID TO ALL DIRECTORS:

A) The company does not have any pecuniary relationship or transactions with the non-executive directors. During the year, the Company has paid sitting fees to non-executive directors.

B) The aggregate remuneration paid to the Directors for the year ended 31st March, 2010, is as under;

Sr. No	Name of Director	Salary and perks	Commission	Sitting Fees	TOTAL
1.	Mrs. Suman Gupta	NIL	NIL	NIL	NIL
2.	Mr. Prateek Gupta	NIL	NIL	NIL	NIL
3.	Mr. Narayan Hegde	NIL	NIL	80,000	80,000
4.	Mr. Vinay Kamat	NIL	NIL	1,00,000	1,00,000
5.	Mr. Suresh Lakhiani	NIL	NIL	40,000	40,000

NOTE: The remuneration paid to Mr. Prateek Gupta, Managing Director was approved by the Board of Directors at its meeting held on 25th April, 2009 and approved by the Shareholders at the Annual General Meeting held on 5th September, 2009.

C) The Company has not issued any stock options or paid any performance linked incentives or fixed component incentives to the Directors.

D) Details of Service Contracts :

Name	Designation	Current tenure	From	To
Mr. Prateek Gupta	Managing Director	5 years	May 1, 2009	April 30, 2014


E) Equity shares of Ushdev International Limited held by the Non-Executive Directors are as follows:

5. SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE

(A) The Composition of the Shareholders/Investors Grievance Committee and their attendance at the Shareholders/Investors Grievance Committee Meetings are as follows:

(B) COMPLIANCE OFFICER

As required by the Listing Agreement, the Company has appointed Mr. Lalit Chendvankar, Company Secretary as the Compliance Officer.
Email address of Compliance Officer is cs@ushdev.com

C. Complaint Status for the year 01/04/2009 to 31/03/2010 (Equity Shares)

6. GENERAL BODY MEETINGS

Date,Time, and Venue for the last 3 Annual General Meetings and Extra Ordinary General Meeting held during the last 3 financial years and nature of special resolutions passed thereat are given below;

B. SPECIAL RESOLUTION PASSED THROUGH POSTAL BALLOT

Special Resolutions passed through Postal Ballot: The Company has altered its object clause of Memorandum of Association, whereby some existing sub-clauses were deleted and new sub-clauses were added in order to reflect the main business activity carried on by the company. The company has complied with the provisions of Section 192A of the Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.

Special Resolutions proposed to be passed through Postal Ballot: No special resolutions are proposed to be passed through postal ballot.

7. DISCLOSURES

i. The Company has not entered into any materially significant related party transaction during the year that may have potential conflict with the interests of the Company at large.

ii. There has been no incidence of non-compliance by the Company of any statutory regulations nor any penalty or stricture imposed by the Stock Exchange or any other statutory authority, on any matter relating to the capital market over the last three years.

iii. The details of all transactions with related parties are placed before the Audit Committee on quarterly basis.

iv. In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.

v. The constitution of whistle blower policy is a non mandatory requirement. However the Company affirms that no employee has been denied access to the Audit Committee during the financial year 2008– 2009.

vi. The Company has complied with all mandatory requirements of clause 49 of Listing requirements.




8. MEANS OF COMMUNICATION

i) Quarterly Results: The company’s quarterly results( in the format prescribed by the Stock Exchanges) are reviewed by Audit Committee and then approved and taken on record by Board within the prescribed time frame and send immediately to the Stock Exchange on which the company’s shares are listed.

ii) The quarterly results for the financial year 2009-10 were published in the newspapers (Details Given Below)

Quarter	Results
June, 2009	The Free Press Journal and Navshakti
Sept, 2009	The Free Press Journal and Navshakti
Dec, 2009	The Free Press Journal and Navshakti
March, 2010	The Free Press Journal and Navshakti

iii) The summarized balance sheet of the company has been displayed on company’s website i.e. www.ushdev.com

iv) Annual Report: Annual Report containing inter alias Audited Annual Accounts, Directors’ Report, Auditors’ Report and other important, information is circulated to Members and others entitled thereto. The Managements Discussion and Analysis (MD&A) Report forms part of the Annual Report.

9. GENERAL SHAREHOLDER INFORMATION

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 querries to the company’s registrar i.e. Sharex dynamic India Private Limited at the address mentioned above.

Share Transfer System and 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.

As on March 31, 2010 92.01 % of the shares of the Company are dematerialized. All this shares are electronically transferred through the demat facility. 7.99 % of shares are in physical mode. The Company has assigned the job of physical transfer of shares to its Registrar and Share Transfer Agent, Sharex Dynamic India Private Limited. The Shareholders and Investors Grievances Committee takes on record all the physical share transfers from time to time.

Distribution of Shareholding as on 31st March, 2010:

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.

Consolidation of Folios:

Shareholders are requested to INVARIABLY mention their existing folio number in the column provided in the transfer deed in case they lodge further shares for transfer in the same order of names. Shareholders are also requested to send the share certificates by registered post to the transfer agents of the Company in case they have been allotted more than one folio, in the same order of names. The shares will be consolidated into one folio and the share certificates will be returned by registered post within a week of receipt.

Nomination Facility:

Individual shareholders of physical shares can nominate any person for the shares held by them. This will save the nominee from going through the lengthy process of getting the shares later on transmitted to his name. For further details, shareholders may write to the Registrar and Share Transfer Agent of the Company.

Practising Company Secretary Certificate on Corporate Governance
Practising 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.

Performance of equity scrip of the company in comparison to BSE Sensex:

*Monthly High and Low Prices of the Equity Shares of the Company for the year ended 31st March, 2010:

MARKET PRICE DATA

10. REGISTRAR AND TRANSFER AGENTS

Share Transfers in physical and demat form is handled by the Company’s Share Transfer Agents

M/s. Sharex Dynamic (India) Private Limited,
17/B, Dena Bank Building, 2nd Floor,
Horniman Circle, Fort Mumbai – 400 001.

Tel. No. 22 70 24 85, 22 64 13 76 Fax No. 22 64 13 49

Email ID : sharexindia@vsnl.com

11. SHARE TRANSFER SYSTEM

44.17 % of the issued shares of the Company are dematerialized. All this shares are electronically transferred through the demat facility. 58.83 % of shares are in physical mode. The Company has assigned the job of physical transfer of shares to its Registrar and Share Transfer Agent, M/s. Sharex Dynamic (India) Private Limtied. The Shareholders and Investors Grieveance Committee takes on record all the physical share transfers from time to time.

1,61,40,000 shares were allotted on 5th March, 2009, in terms of Guidelines for Preferential Issue contained in Chapter XIII of SEBI (DIP) Guidelines, 2000. These shares will be dematerialized in due course of time. Accordingly the % of dematerialized share shall increase accordingly.

Plant Location

1st Project
Taluka Dharapuram,
Periyaar District,
Tamil Nadu.

2nd Project
Taluka Dharapuram
Chinnapthur Village,
Tamil Nadu.

3rd Project
Bhu/Kita Village
Jaisalmer District
Rajashtan

4th Project
Gundikere Village
Halalkere Taluk,
Chitradurga District
Karnataka

5th Project
Hadmatiya Village
Taluka Kalyanpur,
Jamnagar District
Gujarat

6th Project
Methan Village
Taluka Jomjodhpur
Jamnagar District
Gujarat

7th Project
Andipatti Taluk
Theni District
Tamil Nadu

Registered Office

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

Tel : 66368888 / 22672450 / 22672460

Correspondence Address

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

Tel : 66368888 / 22672450 / 22672460