Investors & Corporate Governance
CORPORATE GOVERNANCE REPORT* (under Clause 49 (VI) (i) of Listing Agreement)
*(For The Financial Year 31st March, 2011)
I. 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
II. BOARD OF DIRECTORS
i) Composition and Category of Directors :
The Board consists of 5 Directors, out of which 3 are Independent Directors. Composition of the Board and category of Directors are as follows:
The Board consists of 5 Directors, out of which 3 are Independent Directors. Composition of the Board and category of Directors are as follows:
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ii) Attendance of each Director at the Board Meeting and Last Annual General Meeting :
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iii) a. Number of other Companies where Director (of UIL) hold memberships on the Board of Directors :
b. Number and Name of Committees in which the Directors (of UIL) hold Memberships or Chairmanships :
b. Number and Name of Committees in which the Directors (of UIL) hold Memberships or Chairmanships :
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Note: Only Public Limited Companies (Listed and Unlisted) have been taken into consideration while calculating
Committee Memberships and Chairmanships.
Committee Memberships and Chairmanships.
iv) Code of Conduct :
The Board has formulated a code of conduct for the Board Members and Senior Management Personnel of the Company. All Board Members and Senior Management Personnel have affirmed their compliance with the code for the financial year ended 31st March, 2011. A declaration to this effect signed by the Chairperson of the Company is given elsewhere in the Annual Report.
III. AUDIT COMMITTEE
The Composition of the Audit Committee and the attendance of the members of Audit Committee at the meetings of the Audit Committee are as follows:
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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 its functions in accordance with its terms of reference. In addition, it exercises its powers and reviews information as specified under Clause 49 (II) (C) and (E) of the Listing Agreement.
IV. REMUNERATION COMMITTEE
The Company has not constituted a separate remuneration committee that determines 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;
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;
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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
the Directors
D. DETAILS OF SERVICE CONTRACTS
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E. Equity Shares of Ushdev International Limited held by the Non-Executive Directors are as follows:
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V. 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:
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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 01/04/2010 to 31/03/2011 (Equity Shares)
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VI. GENERAL BODY MEETINGS
A) Date, time and venue for the 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;
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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. VII. DISCLOSURES
i. The Company has not entered into any materially significant related party transactions 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 2009 – 2010.
vi. The Company has complied with all mandatory requirements of clause 49 of Listing Agreement.
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 2009 – 2010.
vi. The Company has complied with all mandatory requirements of clause 49 of Listing Agreement.
VIII. MEANS OF COMMUNICATION
i. Quarterly Results: The quarterly financial results of the company (in the format prescribed by the Listing Agreement) are reviewed by Audit Committee and then, approved and taken on record by the Board within the prescribed time frame and immediately send to the Stock Exchange where the shares of the company are listed.
ii. The quarterly results for the financial year 2010 – 11 were published in the News Papers. (Details given below):
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 alia Audited Annual Accounts, Directors' Report, Auditors' Report and other important, information is circulated to Members and others entitled thereto. The Management Discussion and Analysis Report forms part of the Annual Report.
ii. The quarterly results for the financial year 2010 – 11 were published in the News Papers. (Details given below):
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iv. 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 Management Discussion and Analysis Report forms part of the Annual Report.
IV. GENERAL SHAREHOLDER INFORMATION
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Shareholders / investors are requested to forward share transfer documents, dematerialization request, correspondence regarding change of address, non – receipt of dividend or share certificates and other related queries to the company's registrar i.e. Sharex dynamic India Private Limited at the address mentioned above.
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.
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.
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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, 2011 :
Plant Location:
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