[ 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 ]

The Bombay Stock Exchange Limited has implemented the revised provisions of Clause 49 of the Listing Agreement from December 31, 2005, the Company has already implemented the revised clause 49.

As per Clause 49 of Listing Agreement which requires to incorporate certain mandatory disclosure with regard to Corporate Governance Report. In pursuance of the said requirements, the Board of Directors reports the following;

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company’s philosophy on Corporate Governance strives for attaining the optimum level of transparency and accountability in all facets of its operations and all dealings which is shareholders, employees, lenders, creditors, customers and the government. The Board of Directors by considering itself by trustee of its Shareholders aims at maximizing shareholders value and protecting the interest of other stakeholders

BOARD OF DIRECTORS

1. Board Composition:The strength of the Board was 5 Directors as on 31st March, 2007. The strength of the Board was 5 Directors as on 31st March, 2007. The composition and category of Directors on the Board of the Company are:

   Executive Director
   Mr. Vijay D. Gupta (Chairman)

   Non-executive Director
   Mrs. Suman Gupta
   Mr. Narayan Hegde (Independent)
   Mr. Vinay Kamat (Independent)
   Mr. Suresh R. Lakhiani (Independent)

   The Non-Executive Directors do not have any material or pecuniary relationship or transaction with the Company, its promoters or its management, which may affect their judgement in any manner.
   

2. Other Directorship and Membership of Board Committees: None of the Directors hold Directorship in more than the permissible no. of Company under the relevant provision. Further, none of the Directors on the Board is a member of Ten Committees or Chairman of more than Five Committees.
   
   
3. Board Meetings: The Board met 10 times during the period from April 2006 to March 2007, i.e. 10th April 2006, 29th April 2006, 31st July 2006, 30th August 2006, 31st October 2006, 6th November 2006, 13th November 2006, 19th January 2007, 2nd March 2007 and 26th March 2007
   
4. Board Meeting Attendance record of the directors in 2006-2007:

5. Directorship of Public Limited Company

6. Code of Conduct:

The Board has formulated a code of conduct for the Board members and senior management of the Company. All Board members and senior management have affirmed their compliance with the code. A declaration to this effect signed by the Managing Director of the Company is given elsewhere in the Annual Report.

AUDIT COMMITTEE

The Company has constituted the Audit Committee at the Board meeting held on 8th December, 2005 and the strength of the Board during the year 2006-07 were as follows

i. Mr. Vinay G. Kamat - Chairman & Non Executive Independent Director
ii. Dr. Narayan Hegde - Member & Non Executive Independent Director
iii. Mr. Vijay Gupta - Member & Executive Director

As per the terms of reference prescribed by the Board as stipulated in Clause 49 (II) (d) of the Listing Agreement, the committee performs such duties and tasks as are assigned to it by the Board. The Committee has access to all records of the Company. The Committee reviews the report of the statutory auditors and procedures, internal control systems, etc. and also addresses the requirements of the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges.

The Audit Committee of the Company meets before the finalization of accounts each year and also meets each quarter before the results of that quarter is published in the newspaper and informed to the Stock Exchanges as required under Clause 41 of the Listing Agreement. During the year 2006 – 2007 the Audit Committee has met 5 times and all the members of the Audit Committee were present.

REMUNERATION COMMITTEE

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

The Board of Directors determine the remuneration to the Managing Director within the framework as approved by the Shareholders and also decide on the sitting fees to be paid to the Non-Executive Directors for attending the Board Meetings.

The remuneration payable to Managing Director was approved by the Board of Directors at its meeting held on 3rd September, 2002 and approved by the members at the Annual General Meeting held on 30th September, 2002.

NOTES:

The remuneration payable to Managing Director was approved by the Board of Directors at its meeting held on 3rd September, 2002 and approved by the members at the Annual General Meeting held on 30th September, 2002.

1. None of the Directors have been paid any remuneration and sitting fees
during the year 2006-2007

2. The Company does not pay bonus, pension and incentives to the Executive Director. The Company so far has not issued any stock options to Executive / Non-executive / independent Director.

3. Equity shares of Ushdev International Limited held by non-executive Directors are as follows:

SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE

The Company has constituted the Shareholders / Investors’ Grievances Committee at the Board meeting held on 8th December, 2005, strength of the committee during the year 2006-07 were as follows;

i. Mr. Vinay G. Kamat - Chairman & Non Executive Independent Director
ii. Dr. Narayan Hegde - Member & Non Executive Independent Director
iii. Mr. Vijay Gupta - Member & Executive Director

The Committee has delegated the power to approve the transfer to the Registrar & Transfer Agent. The shareholders of the Company are serviced by Sharex Dynamic (India) Limited, the Registrar & Transfer Agent. The Committee also monitors redressal of investors’ grievances. The total number of complaints received and replied to the satisfaction of shareholders during the year under review was nil. There were no complaints pending as on March 31, 2007.

As required by the Stock Exchanges, the Company has appointed Mr. Prateek Gupta, as the Compliance Officer to monitor the share transfer process and liaise with the regulatory authorities.

During the year 2006 – 2007 the Shareholders / Investors’ Grievances Committee has met 4 times and all the members of the Shareholders / Investors’ Grievances Committee remain present.

GENERAL BODY MEETINGS

Date,Time, and Venue for the last 3 Annual General Meetings and Extra Ordinary General Meeting are given below;

NOTES:

1. There was no special resolutions passed by the Company at any of the above meetings except special resolution passed at the Tenth Annual General Meeting held on 30th September, 2004 u/s. 163 of the Companies Act, 1956. The Company has passed the special resolution for issue of further shares u/s 81(1A) on 26th March, 2007.

2. There was no special resolutions passed through postal ballot last year.

3. At the ensuing Annual General Meeting, there are no resolutions proposed to be passed through postal ballot.

DISCLOSURES

The Company has constituted the Shareholders / Investors’ Grievances Committee at the Board meeting held on 8th December, 2005, strength of the committee during the year 2006-07 were as follows;

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. Mr. Vinay G. Kamat - Chairman & Non Executive Independent Director

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 SEBI 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 2006– 2007.

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

MEANS OF COMMUNICATIONS

Quarterly Results : The company’s quarterly results in the format prescribed by the Stock Exchanges are 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. These results are published in the News Papers, i.e., The Business Standard (English Language) and Mumbai Lakshwadeep (Marathi Language).

Annual Report : Annual Report containing inter alia 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.

GENERAL SHAREHOLDER INFORMATION

AGM Date

25th September

Financial Year

1st April to 31st March.

Book Closure

Tuesday 18th September 2007 to Tuesday 25th Septmeber 2007

Dividend

18%

Listing of shares

The company's shares are listed at Mumbai Stock Exchange. Listing fees for the same have been paid to the stock exchange.

Stock code - Stock Exchange, Mumbai

• Physical Script Code No. - 511736
• Demat Script Code No. - ISIN : INE 981D0107

MARKET PRICE DATA

REGISTRAR & 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

DEMATERIALIZATION OF SHARES AND LIQUIDITY

39,63,970 shares representing 69.02% of shareholding has been dematerialized. 1713500 shares representing 29.84% of shareholding allotted on 26.3.2007 in terms of Guidelines for Preferential Issue contained in Chapter XIII of SEBI (DIP) Guidelines, 2000 will be dematerialized in due course on getting final approval from Bombay Stock Exchange, NSDL and CDSL.

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

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