23RD ANNUAL REPORT 2015-2016 · 23rd Annual Report 2015-16 4 USS GLOBAL LIMITED (Formerly Known as...

23RD

ANNUALREPORT2015-2016

USS GLOBAL LIMITED(Formerly Known as Surnidhi Investment Limited)

223rd Annual Report 2015-16

USS GLOBAL LIMITED (Formerly Known as SURNIDHI INVESTMENT LIMITED)

CONTENTS PAGES NO.

Company Information 3

Notice to the Members 4

Directors’ Report 12

Managing Director's (MD) Certificate 29

Auditors’ Report 31

Balance Sheet 36

Statement of Profit & Loss Account 37

Cash Flow Statement 38

Notes on Financial Statements 40

Attendance Slip 55

Proxy Form 57

Route Map 59



COMPANY INFORMATION

The Board of Directors Mr. Mohit Gupta (DIN: 02366798)Mr. Sanjay Kumar Sharma (DIN: 03154904)Mr. Atul Tandon (DIN: 03073791)Mr. Ruchir Jain (DIN: 03151017)

Company Secretary Ms. Poonam (M. No. 34664)

Registered Office 1502, 15th Floor, RG Trade Tower,Netaji Subhash Place,Pitampura, New Delhi - 110034CIN: L74900DL1993PLC056491Phone No.: +91(11) 4582 4477Email: [email protected]: www.ussgloballtd.com

Statutory Auditors M/s. Mahesh Kumar Agarwal & AssociatesChartered Accountants,(Firm Registration No. 508250C)M-5A, Magnum House-II,Karampura Commercial Complex,New Delhi - 110015

Bankers Yes Bank Ltd.Ground Floor, Anchor No. 2, D-Mall,Plot No. 1, Netaji Subhash Place,Pitampura, New Delhi - 110034

Registrar & Share Transfer Agent Alankit Assignments Ltd.4E/21, Jhandewalan Extension,New Delhi - 110055



NOTICE

Notice is hereby given that the 23rd ANNUAL GENERAL MEETING of the members of USS GLOBAL LIMITED(Formerly Known as SURNIDHI INVESTMENT LIMITED ) will be held as under:-

DAY : TuesdayDATE : 27th September, 2016TIME : 11:00 A.MPLACE : 1502, 15th Floor, RG Trade Tower,

Netaji Subhash Place, Pitampura,New Delhi - 110034.

to transact the following Business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements Viz. Balance Sheet, Statement of Profit andLoss Account and Cash Flow Statement of the Company for the year ended 31st March, 2016 together withthe Reports of the Auditors and Directors' thereon.

2. To appoint a Director in place of Mr. Ruchir Jain (DIN: 03151017), who retires by rotation and, being eligible,offers himself for re-appointment.

3. To consider the appointment of Statutory Auditors, fix their remuneration and if thought fit, pass, with orwithout modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 139, 140, 141 and other applicable provisions, if any,of the Companies Act, 2013 (including Statutory amendment and enactment thereof), read with Companies(Audit and Auditors) Rules, 2014, M/s. Nishant & Associates , Chartered Accountants (Firm RegistrationNo. 027083N), be and are hereby appointed as the Statutory Auditors of the Company due to Resignation ofM/s. Mahesh Kumar Agarwal & Associates., Chartered Accountants, (Firm Registration No. 508250C) , tohold office from conclusion of this 23rd Annual General Meeting until the conclusion of 28th Annual GeneralMeeting for the Financial Year ending 31st March, 2021 at such Remuneration (including terms of payment)to be fixed by the Board of Directors based on recommendations of the Audit Committee, plus service taxand such other tax(es),as may be applicable, and reimbursement of all out of pocket expenses, if any,incurred in connection with Company’s Audit .’’

SPECIAL BUSINESS

4. To Appoint Ms. Suniti Gupta (DIN: 07265651), as Woman Director and an Independent Director of theCompany, not liable to retire by rotation

To consider and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution;

“RESOLVED THAT pursuant to the provision of Section 149, 152 of the Companies Act, 2013 read withSchedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors) Rules, 2014, as amended (including any Statutory Modification(s)or re-enactment(s) thereof for the time being in force) read with Regulation 17(1) and Regulation 25 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to provisions ofArticles of Association of the Company, Ms. Suniti Gupta (DIN:07265651), in respect of whom a notice hasbeen received in writing, under Section 160 of the Companies Act, 2013 along with requisite deposit ofRupees 1,00,000/- proposing her candidature for the office of a Director, be and is hereby appointed aswoman Director and an Independent Director of the company to hold office for the period of Five (5) years fora term upto 26th September , 2021, and whose office shall be not be liable to retire by rotation.”



5. To Re-Appoint Mr. Atul Tandon (DIN: 03073791) as an Independent Director, not liable to retire byrotation

To consider and if thought fit, to pass with or without modification(s), the following resolution as a SpecialResolution;

“RESOLVED THAT pursuant to the provision of section 149,150 and 152 read with Schedule IV and allother applicable provisions of the Companies Act, 2013 and with Companies (Appointment and Qualificationof Directors) Rules,2014, as amended ( including any Statutory Modification(s) or re-enactment(s) thereoffor the time being in force) and as per Regulation 17 and Regulation 25 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, Mr. Atul Tandon (DIN:03073791) , who was appointedas an Independent Director of the Company in its 21st Annual General Meeting held on 30th September, 2014for the term of two years upto 29th September , 2016 , be and is hereby re-appointed as an IndependentDirector of the Company, to hold office for the period of five(5) years with effect from this Annual GeneralMeeting for the term upto 26th September 2021, and whose office shall not be liable to retire by rotation.”

By Order of the Board of DirectorsUSS Global Limited

(Formerly Known as Surnidhi Investment Limited)

Mohit GuptaDate : 11th August, 2016 Managing DirectorPlace : New Delhi (DIN: 02366798)

Regd office : 1502, 15th Floor, RG Trade Tower,Netaji Subhash Place, Pitampura,New Delhi-110034Website: www.ussgloballtd.comE-mail: [email protected]: L74900DL1993PLC056491

Notes:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the SpecialBusinesses to be transacted at the Annual General Meeting (AGM) is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEEDNOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY IN FORM MGT – 11 , DULYCOMPLETED AND SIGNED MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY,NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING (ON OR BEFORE). APROXY FORM IS ENCLOSED HEREWITH.

3. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate notmore than ten percent of the total share capital of the Company. A proxy appointed by a member holdingmore than 10 percent of the total share capital of the Company carrying voting rights shall not act as proxyfor any other member. Proxy holders are requested to carry an Identity Proof at the time of attending theMeeting.

4. Corporate members/shareholders are requested to send a duly certified copy of the Board resolution,authorizing their representative(s) to attend and vote on their behalf at the 23rd Annual General Meeting ofthe Company.

5. Members are requested to bring the enclosed Attendance Slip, for attending the 23rd Annual General Meetingof the Company.



6. Members who hold shares in the dematerialized form are requested to write their DP ID and Client ID andthose holding shares in physical form are requested to write their folio number in the attendance slip andhand it over at the entrance of the Meeting venue.

7. Details as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 inrespect of the Directors being appointed/re-appointed are attached herewith to the Notice.

8. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 23rd

September, 2016 to Tuesday, 27th September, 2016 (both days inclusive).

9. The Notice of the 23rd Annual General Meeting along with the Instruction for E - Voting and Copy of AnnualReport for Financial Year 2015-16 are being sent by electronic mode to those Members whose e-mail addressesare registered with the Company/Depositories, unless any Member has requested for a physical copy of thesame. For Members who have not registered their e-mail addresses, physical copies are being sent by thepermitted mode as per the Act i.e. via courrier.

10. In case of change in postal address or any incompleteness/ incorrectness in address mentioned in anycorrespondence by the Company, the shareholders are requested to intimate the correct/ complete postaladdress (including PIN Code) to the company or to the RTA at the earliest to ensure proper delivery ofdocuments. If the shares are held in dematerialized form, information may be sent to the DP concerned andthe RTA.

11. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requestedto register the same with TSRD/Depositories.

12. In compliance with the provisions of Section 108 of the Companies Act,2013 and Rule 20 of companies(Management and Administration) Rules,2014 as amended, read with Regulation 44 of the SEBI (LODR)Regulations, 2015, the Company is pleased to provide the facility to cast their vote electronically to themembers of the Company through the remote e-voting process the services of which are provided by CentralDepository Services (India) Limited (CDSL), on all resolutions set forth in this Notice.

13. The facility for voting through ballot paper will also be made available at the 23rd Annual General Meeting andmembers attending the 23rd Annual General Meeting, who have not cast their votes by remote e-voting shallbe able to exercise their right to vote at the 23rd Annual General Meeting through Ballot Paper.

14. All documents referred to in the Notice will be available for inspection at the Company’s Registered officeduring normal business hours (i.e.10:00 A.M. to 04:00 P.M.) during any working days (except Sundays andpublic holidays) up to the date of 23rd Annual General Meeting.

15. For any specific query on the accounts of the company, members are requested to please write to thecompany at least 7 days before the date of the 23rd Annual General Meeting.

Voting through Electronic means

The voting period will begin on Saturday, 24th September, 2016 (9:00 A.M) and conclude on Monday,26th September, 2016 (5: 00 P.M.). During this period shareholders’ of the Company, holding shares eitherin physical form or in dematerialized form, as on the cut-off date (record date) of 20th September, 2016, maycast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

Instructions for Members for voting electronically are as under:-

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select “USS Global Limited” from the drop down menu and click on “SUBMIT.”

(iv) Now enter your User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by8 Digits Client ID). Members holding shares in physical form should enter Folio Number registeredwith the Company and then enter the Captcha Code as displayed and Click on Login.



(v) If you are holding shares in electronic form and had logged on to www.evotingindia.com and voted onan earlier e-voting of any company, then your existing password is to be used.

(vi) For Shareholders holding shares in physical form and first time users holding shares in electronicform, the steps given below are to be followed:

PAN

Date of BirthorDate of incorporationorBank Account Number

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) For Members holding shares in physical form, the login details can be used only for e-voting on theresolutions contained in this Notice. On logging in, Members holding shares in physical form will bedirected to the Company selection screen.

(ix) Members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they arerequired to mandatorily enter their login password in the new password field. Kindly note that thispassword is to be also used by the electronic holders for voting on resolutions of other companies, aswell, on which they are eligible to vote, provided that company opts for e-voting through CDSL platform.It is strongly recommended not to share your password with any other person and take utmost care tokeep your password confidential.

(x) Click on the EVSN for “USS Global Limited” on which you chose to vote.

(xi) On the voting page, you will see Resolution Description and against the same the option “YES/NO” forvoting. Select the option YES or NO, as desired. The option YES implies that you assent to the Resolutionand option NO implies that you dissent to the Resolution.

(xii) Click on the “Resolutions File” Link if you wish to view the entire Notice.

(xiii) After selecting the Resolution you have decided to vote on, click on “SUBMIT”. A confirmation box willbe displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL”and accordingly modify your vote.

Enter your 10 digit alpha-numeric PAN issued by Income TaxDepartment. (Applicable for both Demat Shareholders as well asPhysical Shareholders)• Members who have not updated their PAN with the Company/

DP are requested to use the first two letters of their name inCAPITAL followed by the last 8 digits of their demat accountnumber/Folio No., as the case may be, in the PAN field.

• In case the sequence number is less than 8 digits enter theapplicable number of 0’s before the number after the first twocharacters of the name in CAPITAL letters. Eg. If your name isRamesh Kumar with sequence Number 1 then enterRA00000001 in the PAN field.

Enter the Date of Birth (in dd/mm/yyyy format) as recorded in yourdemat account or in the company records in order to login.

OREnter the Bank Account Number as recorded in your demat accountor in the Company’s records for the said demat account or FolioNo.Please enter any one of the details in order to login. In case boththe details are not recorded with the depository or the Company,please enter the Member ID/ Folio No. in the bank Account Numberfield.



(xiv) Once you “CONFIRM” your vote on the Resolution, you will not be allowed to modify your vote.

(xv) You can also take a print of the voting done by you.

(xvi) If an Demat account holder has forgotten the password, then he has a ‘Forgot password’ option toreset the password, after entering the USER ID and image verification Code and click on “ ForgotPassword” for resetting the new password .

(xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android basedmobiles. The m-Voting app can be downloaded from Google Play Store. As informed by CDSL, the appwill be available for Apple and Windows phone users on the App Store and the Windows Phone Storerespectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile appwhile voting on your mobile.

(xviii) Note for Institutional Shareholders:

• Institutional shareholders (i.e. other than Individuals, HUFs, and NRIs etc.) are required to log onto https://www.evotingindia.co.in and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should beemailed to [email protected].

• After receiving the login details, they have to create a compliance user using the admin login andpassword. The Compliance user would be able to link the account(s) for which they wish to voteon.

• The list of accounts should be mailed to [email protected] and on approval of theaccounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued infavor of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizerto verify the same.

(xix) In case you have any queries or issues regarding remote e-voting, you may refer the Frequently AskedQuestions (“FAQs”) and remote e-voting manual available at www.evotingindia.com under help sectionor write an email to [email protected]. Further, Ms. Poonam (ACS : 34664), CompanySecretary & Compliance Officer of the Company, will also be available to address the grievancesconnected with remote e-voting at the below mentioned details:

Name: Ms. Poonam

Designation: Company Secretary & Compliance Officer

Telephone No: 011- 45824477

Email Id: [email protected]

Other Instructions:

(i) The voting rights of Members shall be in proportion to the shares held by them in the paid up equity sharecapital of the Company as on 20th September, 2016.

(ii) The members who do not vote by remote e-voting shall be eligible to vote at the meeting only by way of poll.

(iii) The Poll process shall be conducted at the AGM and scrutinized and a report thereon will be prepared inaccordance with section 109 of the Companies Act, 2013 read with Companies (Management andAdministration) Rules, 2014.

(iv) M/s. Umesh Kumar & Associates (CP No. 8361), Company Secretaries, has been appointed as the Scrutinizerto conduct the remote e-voting process(including Ballot cast by the members at the AGM) in a fair andtransparent manner.



(v) The scrutinizer shall immediately after the conclusion of voting at the 23rd Annual General Meeting, firstcount the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presenceof at least two witnesses not in the employment of the company and make, not later than three days ofconclusion of the meeting (i.e. on 29th September, 2016), a consolidated Scrutinizer’s Report of the totalvotes cast in favour or against, if any, forthwith to the Chairman of the Company who shall counter sign thesame and shall declare the result of the voting forthwith.

(vi) The results declared along with the consolidated Scrutinizer’s Report shall be declared at 10:00 A.M and thesame shall be placed on the Company’s website www.ussgloballtd.com and on the website of CDSLwww.evoting.cdsl.com within two days of the passing of the resolutions at the 23rd AGM of the Company i.e.on 29th September, 2016 and communicated to Metropolitan Stock Exchange of India (MSEI), where theshares of the Company are listed on that date.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM No. 4

As per the second proviso to section 149(1) of the Companies Act, 2013 and Companies (Appointment andQualification of Directors) Rules, 2014 read with Regulation 17(1)(a) SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Company shall have at least one Women Director on its Board. Accordinglywith the resignation of Ms. Nimisha Gupta (DIN: 03381287) Director of the Company, the Company require toappoint a Women Director in compliance with the above said provisions.

The Board consider that presence of Ms. Suniti Gupta (DIN: 07265651)on the Board would be beneficial to theCompany and to shareholders as a whole and her association would be immense benefit to the Company.

Accordingly, The Company has received from Ms. Suniti Gupta (DIN: 07265651) (i) consent in writing to act asDirector in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules2014 (ii) intimation in Form DIR- 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014to the effect that she is not disqualified under sub –section (2) of Section 164 of the Companies Act, 2013. TheCompany has also received a notice in writing from Ms. Suniti Gupta (DIN: 07265651) as candidature forappointment of her as Director of the company along with the deposit of Rs.1,00,000/- in accordance with theprovision of section 160 and all other applicable provisions of the Companies Act, 2013.

Since Ms. Suniti Gupta (DIN: 07265651) would be appointed as an Independent Director of the Company adeclaration to the effect that she meet the criteria of Independence as provided under section 149(6) of the Actand as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been taken from her.

The office of Ms. Suniti Gupta, Director, shall be for a period of five(5) years i.e. upto 26th September, 2021 andshall not be retire by rotation as per section 152(6) of the Companies Act, 2013.

Except Mr. Mohit Gupta, None of the Directors or Key Managerial Personnel (KMP) of the Company or theirrelatives are in any way, concerned or interested, financially or otherwise, in the said resolution set out in Item No.4, except to the extent of Shareholding, if any.

The Board accordingly recommends the Ordinary Resolution set out at Item No. 4 of the accompanying Noticefor approval of the Members.

ITEM No. 5

Mr. Atul Tandon (DIN:03073791), Independent Director of the Company was appointed by the Members of theCompany in its 21st AGM held on 30th September, 2014.The appointment of Mr. Atul Tandon (DIN:03073791)was made for the period of 2 years and his term would expire at this ensuing 23rd Annual General Meeting of theCompany . As per the provisions of Section 149(6) read with Schedule IV of Companies Act, 2013 andCompanies(Appointment and Qualification of Directors) Rules, 2014, the Independent Director shall be appointedfor not more than two consecutive terms of five years each and shall not be liable to retire by rotation.



The Board consider that his continued association would be of immense benefit to Company and it is desirable tocontinue to avail services of Mr. Atul Tandon as an Independent Director.

Further, Mr. Atul Tandon (DIN 03073791) fulfils the criteria of independence provided in the Companies Act,2013 and Rules made there under for his appointment as Independent Director of the Company and he isindependent of the management, the Certificate of Code of Independence has been taken from him.

The Board on the recommendation of the Audit Committee recommended the re-appointment of Mr. Atul Tandon(DIN: 03073791) as an Independent Director of the Company with effect from 27th September , 2016 till 26thSeptember, 2021 i.e. for the term upto five years.

Accordingly, The Board recommends the Special Resolution set out at Item No. 5 of the accompanying Notice forapproval of the Members.

None of the Directors or Key Managerial Personnel (KMP) of the Company or their relatives are in any way,concerned or interested, financially or otherwise, in the said resolution set out in Item No. 5, except to the extentof Shareholding, if any.

By Order of the Board of DirectorsUSS Global Limited


Mohit GuptaDate : 11th August, 2016 Managing DirectorPlace : New Delhi (DIN: 02366798)

Regd office : 1502, 15th Floor, RG Trade Tower,Netaji Subhash Place, Pitampura,New Delhi-110034Website: www.ussgloballtd.comE-mail: [email protected]: L74900DL1993PLC056491



Details of the Directors seeking appointment/re-appointment at the forthcoming 23rd Annual GeneralMeeting

(In pursuance to Regulation 36 of SEBI (LODR) Regulation, 2015 and Secretarial Standards)

Name of the Director Appointment Re-Appointment

Ms. Suniti Gupta Mr. Atul Tandon Ruchir Jain(DIN:07265651) (DIN:03073791) (DIN: 03151017)

Date of Birth 18th December,1987 20th September, 1967 9th May, 1980

Date of Appointment - 8th August,2014 26th March, 2011(original)

Expertise in specific Ms. Suniti Gupta has a strong He has considerable Expert in Marketingfunctional areas educational background experience in the and trading of

with undergraduate fields of finance. tyres and relateddegree in designing. products.She has a experienceof more than 4 years.

Qualifications Bachelor’s Degree in Graduate in Commerce Graduate inDesign, National Institute Fellow Member of Commerceof Fashion Technology Institute of Cost(NIFT), New Delhi, India and Works

Accountants of India

Directorship held in other Nil • Shan Mercantile Nilcompanies (excluding Pvt. Ltd.foreign companies) • Sound Buzz India

Pvt. Ltd.(under liquidationSince 2010)

Relationship with other Spouse of Nil NilDirectors/Managers/KMP. Managing Director

Committee position held Nil Nil Nilin other companies

No. of shares held inthe Company(a) Own Nil Nil Nil(b) For other persons on Nil Nil Nil

a beneficial basis



DIRECTORS’ REPORT

DEAR MEMBERS,

Your Directors, with Pleasure, present the 23RD Annual Report on the operations of your Company together withAnnual Audited Accounts for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

The performance of the Company for the Financial Year ended 31st March, 2016 is summarized below

Particulars Year ending Year ending31st March, 2016 31st March, 2015

Revenue from Operations 23,25,143.34 1,694,028.90

Profit/(Loss) before Financial Charges & Depreciation 2,01,771.85 281,479.36

Less : Financial Costs 0 0

Less : Depreciation 0 0

Profit /(Loss) before provision for Tax 2,01,771.85 281,479.36

Tax Expenses 62,347 0

Profit/(Loss) after tax 1,39,424.85 2,81,479.36

REVIEW OF OPERATIONS

During the year under review, the Total revenue from operations of your Company was Rs. 23,25,143.34 asCompared to Rs. 16,94,028.90 for the previous year. The Profit before Financial Charges and Depreciation wasRs. 2,01,771.85 compared to Rs. 2,81,479.36 in the previous year.

The Net Profit for the year was Rs. 1,39,424.85 compared to Rs. 2,81,479.36 during last Financial year of theCompany.

DIVIDEND

In view to conserve resources and to implement its future plans, your Directors consider it prudent to retain theprofits of the Company for the current year for funding future expansion in the Company and regret their inabilityto recommend dividend on Equity shares of the Company for the financial year ended March 31, 2016.

SHARE CAPITAL

During the year under review, no Changes have been made in the Share Capital of the Company.

RESERVES

During the year, the amount transferred to Reserves was NIL.

STATES OF COMPANY’S AFFAIR AND CHANGE IN NATURE OF BUSINESS

The Company is focusing in the Business of Consultancy Services, Agricultural, and Interest Income and BusinessRelated thereof. In the 1st quarter ended June, 2016 the Company has recorded Total Income of Rs. 10,40,000as compared to Rs. 3,73,000 for the corresponding period of last Financial year. The Company is hopeful ofimproving the situation substantially in Coming Quarters. During the year 2015-16, The Company has change itsBusiness by altering of its Main objects mentioned under the Memorandum of Association of the Company viaProcess of Postal Ballot , the result of which was declared on 28th January, 2016. The altered main objects of theCompany includes the new Business as well as existing Business of the Company.



NUMBER OF MEETING OF DIRECTORS

During the year under Review, 16 (Sixteen) Board Meetings were held, details of which are given below:

15th April,2015, 30thApril,2015, 18th May, 2015, 30th May, 2015, 14th August, 2015, 27th August, 2015,25th September, 2015, 31st October, 2015, 9th November, 2015, 23rd November, 2015, 21st December, 2015,6th January, 2016 , 8th February, 2016, 15th March, 2016, 18th March, 2016, and 22nd March, 2016.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRA ORDINARY GENERAL MEETING

During the year under review, 1 (One) Extra – Ordinary General Meeting has also been conducted by the Companyon 15th May, 2015.

POSTAL BALLOT

During the year 2015-16, the Company has conducted the process of Postal Ballot, the result of which wasdeclared on 28th January, 2016. M/s. Umesh Kumar & Associates, COP No. 8361, was appointed as the scrutinizerto conduct the process of Postal Ballot in a fair and transparent manner.

CHANGES IN THE COMPANY’S REGISTERED OFFICE AND THE NAME

During the year under review, the Company has changed its Registered Office w.e.f 14th August, 2015 and itsName from Surnidhi Investment Limited to USS Global Limited w.e.f. 2nd February, 2016 respectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Mr. Ankit Gupta, Director of the Company, has resigned from the Board w.e.f 14th August, 2015.

• During the year under review, Ms. Nimisha Gupta, Director of the Company, has also resigned from Boardw.e.f. 11th August, 2016. Accordingly in order to meet the criteria of appointing Women Director on the Boardas per Regulation 17 of the SEBI (LODR) Regulations, 2015 , your’s Directors have proposed the appointmentof Ms. Suniti Gupta as a Director of the Company in the ensuing 23rd Annual General Meeting of Membersof the Company.

• Ms. Poonam has been appointed as Company Secretary & Compliance Officer w.e.f. 2nd November, 2015 inplace of Mr. Rishav Jaiswal, Company Secretary & Compliance Officer of the Company, who has given hisresignation on 31st October, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent Directors under section 149(7) of theCompanies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of theCompanies Act, 2013 and Regulation 25 of the SEBI(LODR) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in Form MGT -9 as of 31st March, 2016 pursuant to the section 92(3) and Section134(3)(a) of the Companies Act, 2013 is annexed to the Board Report and forming part of this report.

PARTICULARS OF LOANS , GUARANTEES AND INVESTMENTS

During the year, The Company has given Loan to one (1) Body Corporate as per the Provisions contained insection 186 of the Company’s Act, 2013. The details of the above Loan is stated in Note 7 of the FinancialStatements of the Company. However the Company did not give any guarantee or provide any security in connectionwith the Loan aforesaid.



PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public within the meaning of Section 73 of the CompaniesAct, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of Principal orinterest or public deposit was outstanding as on date of Balance Sheet.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by your Company during the Financial Year were on arm Length Priceand in ordinary course of Business. There are no materially significant related party transactions made by thecompany with Promoters, Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. Accordingly the disclosure of transactions as required under section134(3)(h) of the Companies Act, 2013 in Form AOC – 2 is not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT

During the year under review, there have been no material changes and commitments, affecting the financialposition of the Company which occurred between end of the Financial year to which it relates and Date of thisReport.

AUDITORS

Due to the resignation given by M/s Mahesh Kumar Agarwal & Associates. (FRN: 508250C), Statutory Auditors ofthe Company, M/s. Nishant & Associates ( FRN : 027083N) are proposed to be appointed as the StatutoryAuditors of the Company for the term of Five years subject to the ratification at every Annual General Meeting.The Company has received a certificate from them that their appointment, if made, would be within the prescribedlimits under Section 141 of the Companies Act, 2013.

M/s. Nishant & Associates (FRN : 027083N) have confirmed that they have subjected themselves to the peerreview process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate(s) issued by thePeer Review Board of the ICAI.

AUDITORS’ OBSERVATIONS

The Report given by the Auditor’s on the Financial Statements of the Company is the Part of this Report. Therehas been no qualifications, reservations, adverse remark or disclaimer given by the Auditor’s in their report.

SECRETARIAL AUDITOR

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, The Company has appointed Mr. Manoj Sharma, Partner(CP No. : 11571) in M/s. RSMV & CO. , a firm of Company Secretaries in Practice, as the Secretarial Auditor of theCompany to Conduct the Secretarial Audit for the Financial Year 2015-16.

A report on the Secretarial Audit Conducted in Form MR - 3, is annexed herewith and forms the part of BoardReport. The report does not contain any qualification, reservation or adverse remark except in respect ofappointment of Chief Financial Officer w.e.f. 14th August, 2015.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has an Audit Committee in compliance with Section 178 of the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements), Regulations, 2015.

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remunerationand Removal of Executive Directors, Key Managerial Personnel and other persons. The Committee consists ofthe following members:



Mr. Sanjay Kumar Sharma Chairman

Mr. Atul Tandon Member

Mr. Mohit Gupta Member

Mr. Ruchir Jain Member

AUDIT COMMITTEE

Your Company has an Audit Committee in compliance with Section 177 of the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements), Regulations, 2015 consisting of the following members:

Mr. Sanjay Kumar Sharma Chairman

Mr. Atul Tandon Member

Mr. Mohit Gupta Member

NOMINATION & REMUNERATION POLICY FOR THE SENIOR MANAGEMENT AND THEIR APPOINTMENTQUALIFIACTION CRETERIA

Except Mr. Mohit Gupta, Managing Director of the Company, no other Director is withdrawing any remunerationfrom the Company. The Company’s Policy for giving remuneration to Directors is based on position, performanceand potential of the employees. The level and composition of remuneration is reasonable and sufficient to attract,retain and motivate Directors of the quality required to run the Company successfully.

The Company shall have such person on the Board who complies with the requirements of the Companies Act,2013, provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and all otherstatutory provisions and guidelines as may be applicable from time to time. The Composition of the Board shallbe in compliance with the requirements of Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015.

BOARD EVALUATION

The Company conducted a formal Board Effectiveness Review as part of our efforts to evaluate and identifyimprovements and thus enhance the effectiveness of the Board, its Committees viz. Audit Committee, Nomination& Remuneration Committee and Stakeholder Relationship Committee and Individual Directors. This was in linewith the requirements mentioned in the Companies Act, 2013 and the Listing Regulations.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairmanof the Board, who were evaluated on parameters such as level of engagement and contribution, independence ofjudgment, safeguarding the interest of the Company and its minority shareholders etc.

LISTING OF SHARES

The Equity Shares of the Company are Listed in Metropolitan Stock Exchange of India Limited (MSEI) w.e.f. 30thDecember, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALSIMPACTING THE GOING CONCERN STATUS ANDTHE COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Courts or Regulators or Tribunals which would impact thegoing concern status and company’s operations in future.



DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on their representations receivedfrom the Operating Management, and after due enquiry, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and nomaterial departures have been made from the same.

(b) That such accounting policies have been selected and applied consistently, and such judgements andestimates have been made that are reasonable and prudent so as to give a true and give fair view of thestate of affairs of the Company at the end of the financial year and the profit and loss of the company for thatyear;

(c) the proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company forpreventing and detecting the fraud and other irregularities;

(d) the annual accounts have been prepared on going concern basis.

(e) That the Proper internal control were followed by the Company, and such internal financial control are adequateand were operating effectively.

(f) That proper systems are in place to ensure compliance of all laws applicable to the Company and That suchsystems are adequate and operating effectively.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary or associate , and Joint venture Company(ies).

INDUSTRIAL RELATIONS

During the year under review, the relation between the Management and the Employees of the Company remaincordial.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015, the Company hasestablished Vigil Mechanism for it's Directors, employees, suppliers, contractors and other stakeholders etc ofthe Company. The same is also intended to cover the Whistle Blower Policy under the aspect of SEBI (LODR)Regulations, 2015. The purpose and objective of this Policy is to cover serious concerns that would have a largerimpact on image and values of the company due to incorrect financial reporting or serious improper conduct.

The Audit Committee of the Directors of the Company looks into the complaints raised.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance. Corporate governance principlesare enshrined in the Spirit of the Company, which form the core values of the Company. Your Company is committedto run its business in a legal, ethical and transparent manner with dedication that originates from the very top andpermeate throughout the organization.

However, Since the paid up share capital of the Company does not exceed Rs. 10 crores and the turnover doesnot exceed Rs. 25 crores in any of the financial year of the Company, the provisions of corporate Governance istherefore not applicable on the Company as per the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and the Circular issued by the Securities and Exchange Board of India.

CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Corporate Social Responsibility is not applicable to the Company.



RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL ADEQUACY

The Company is in process of adopting a comprehensive risk management policy covering processes foridentification and mitigation of all potential risks in line with group risk framework and adjusted to suit the businessrequirements of the Company. However, The company has adequate internal control procedures to commensuratewith its size and nature of business. The internal control systems are designed to ensure that the financial andother records are correct and reliable for the preparation of financial statements and for maintaining assets.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Management Discussion & Analysis Shall be the part of Board Report and an Annexure to this 23rdAnnual Report.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORBTION, FOREIGN EXCHANGE EARNING AND OUTGO

Since your Company is not engaged in any power intensive manufacturing activity and its basically a provider ofConsultancy Services, investment services, so Disclosure required under section 134(3)(m) is not applicable onthe Company. However the company has taken adequate steps to improve operational efficiencies and minimizingconsumption of natural resources and actively makes efforts to increase awareness about the need to sustainthe environment and constantly evaluates new initiatives that could reduce waste and emissions within theCompany.

During the year, the Foreign Exchange Earnings and outgo is NIL .

PARTICULARS OF EMPLOYEES

During the Financial Year ended March 31, 2016, none of the employees was in receipt of remuneration exceedinglimits specified under the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel), Rules, 2014.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to express their gratitude to the Government Authorities, Financial Institutionsand Banks, Business Constituents and Shareholders for their continued co-operation and support to the Companyand also place on record their deep appreciation of the devoted and committed services tendered by workers,staff and executives of the Company.

For and on behalf of the Board of DirectorsUSS Global Limited


Mohit Gupta Sanjay Kumar SharmaPlace : New Delhi Managing Director DirectorDate : 11th August, 2016 DIN: 02366798 DIN: 03154904



FORM NO. MGT 9 Annexure 1EXTRACT OF ANNUAL RETURN

As on 31st March , 2016

(Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies(Management & Administration) Rules, 2014)

I. REGISTRATION & OTHER DETAILS:

1. CIN L74900DL1993PLC056491

2. Registration Date 16.12.1993

3. Name of the Company *USS Global Limited(Formerly Known as Surnidhi Investment Limited)

4. Category/Sub-category of the Company Public Company Limited by Shares/IndianNon – Government Company

5. Address of the Registered office & 1502, 15th Floor, RG Trade Tower,contact details Netaji Subhash Place, Pitam Pura,

New Delhi -110034Phone : 011-45824477Website : www.ussgloballtd.comEmail : [email protected]

6. Whether listed company Yes

7. Name, Address & contact details of the Alankit Assignments LimitedRegistrar & Transfer Agent, if any. 4E/21, Jhandewalan Extention,

New Delhi – 110055Phone : 011-42541234

* The name of the Company has been changed from Surnidhi Investment Limited to USS Global Limitedw.e.f. 2nd February, 2016

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (all the business activities contributing 10 % ormore of the total turnover of the company shall be stated)

Sr. Name and Description of NIC Code of % to total turnoverNo. main products/ services the Product/ service of the company

1 Consultancy Services 702 – Management 32.26Consultancy Activities

2 Interest Income 649 – Other Credit Granting 67.74

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and Address CIN/GLN Holding/ % of ApplicableNo. of the Company Subsidiary/ shares held Section

Associate

1

2 NIL

3



IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)a) Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at % ChangeShareholders beginning of the year the end of the year during the

[As on 31-March-2015] [As on 31-March-2016] year

Demat Physical Total % of Total Demat Physical Total % of TotalShares Shares

A. Promoters

1 Indian

a) Individual/ HUF 2590200 - 2590200 51.804 2590200 240000 2830200 56.604 4.80

b) Central Govt 0 0 0 0 0 0 0 0 0

c) State Govt(s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp. 0 0 0 0 0 0 0 0 0

e) Banks / FI 0 0 0 0 0 0 0 0 0

f) Any other 0 0 0 0 0 0 0 0 0

Sub Total A(1) 2590200 0 2590200 51.804 2590200 240000 2830200 56.604 4.80

2 Foreign

a) Individual(NRI/ 0 0 0 0 0 0 0 0 0Foreign Individuals)

b) Bodies Corporate 0 0 0 0 0 0 0 0 0

c) Insititutions 0 0 0 0 0 0 0 0 0

d) Banks/ FI 0 0 0 0 0 0 0 0 0

f) Any other 0 0 0 0 0 0 0 0 0

Sub Total A(2) 0 0 0 0 0 0 0 0 0

Total Shareholding 2590200 0 2590200 51.804 2590200 240000 2830200 56.604 4.80of Promoters A =A(1)+A(2)

B. Public Shareholding

1 Institutions

a) Mutual Funds/UTI 0 0 0 0 0 0 0 0 0

b) Banks / FI 0 0 0 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0

h) Foreign Venture 0 0 0 0 0 0 0 0 0Capital Funds

i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0



Category of No. of Shares held at the No. of Shares held at % ChangeShareholders beginning of the year the end of the year during the

[As on 31-March-2015] [As on 31-March-2016] year

Demat Physical Total % of Total Demat Physical Total % of TotalShares Shares

2 Non-Institutional

a) Bodies Corp.

i) Indian 0 4500 4500 0.09 - 4500 4500 0.09 0

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals

i) Individual shareholders 0 211200 211200 4.224 0 211200 211200 4.224 0holding nominal sharecapital up to Rs. 1 lakh

ii) Individual shareholders 0 2194100 2194100 43.882 0 1954100 1954100 39.082 4.80holding nominal sharecapital in excess ofRs 1 lakh

c) Others (specify) 0 0 0 0 0 0 0 0 0

Non Resident Indians 0 0 0 0 0 0 0 0 0Clearing Members/

Clearing House 0 0 0 0 0 0 0 0 0

Trusts 0 0 0 0 0 0 0 0 0

Sub-total (B)(2) 0 2409800 2409800 48.196 0 2169800 2169800 43.396 4.80

Total Public 0 2409800 2409800 48.196 0 2169800 2169800 43.396 4.80Shareholding B=(B)(1)+ (B)(2)

C. Shares held by 0 0 0 0 0 0 0 0 0Custodians and againstwhich DepositoryReceipts havebeen issued

Grand Total (A+B+C) 2590200 2409800 5000000 100 2590200 2409800 5000000 100 0

b) Shareholding of Promoters

Sl. Shareholder’s Name Shareholding at the beginning Shareholding at the end ofNo. of the year 01.04.2015 the year 31.03.2016

No. of % of total % of shares No. of % of % of % change inShares shares of pledged/ Shares total shares shareholding

the encumbered shares pledged/ duringCompany to total of the encumbered the year

shares Company to totalshares

1 Mohit Gupta 2590200 51.804 0 2830200 56.604 0 4.80



c) Change in Promoters’ Shareholding (please specify, if there is no change)

S. Shareholder’s Shareholding at Increase(+)/ Decrease(-) CumulativeNo. Name the beginning of in shareholding Shareholding

the year 01.04.2015 during the year

No. of % of Total Date No. of % of Total Reason No. of % of TotalShares Shares of Shares Shares of Shares Shares of

the company the company the company

1 Mohit Gupta 2590200 51.804 51.804

22.03.2016 2,40,000 4.80 Purchase 2830200 56.604of 2,40,000

Equity Shares

d) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRsand ADRs):



No. of % of Total Date No. of % of Total Reason No. of % of TotalShares Shares of Shares Shares of Shares Shares of


1. Vinod Gupta 1,00,000 2

22.03.2016 (1,00,000) 2 Sales of 0 01,00,000

Equity shares

0 0

2. Surendra Kumar 1,00,000 2 - - - - 1,00,000 2Aggarwal

3. Amit 1,00,000 2 - - - - 1,00,000 2

4. Mahendra Kumar 1,00,000 2 - - - - 1,00,000 2

5. Mukesh Agarwal 1,00,000 2 - - - - 1,00,000 2

6. Sita Ram 1,00,000 2 - - - - 1,00,000 2

7. Hupendra Kumar 1,00,000 2 - - - - 1,00,000 2

8. Brijesh Keshri 1,00,000 2 - - - - 1,00,000 2

9. Maliram Agarwal 98,700 1.97 - - - - 98,700 1.97

10. Vinod Kumar 97,700 1.95 - - - - 97,700 1.95Gupta

11. Vaibhav Gupta 97,400 1.94 - - - - 97,400 1.94



e) Shareholding Of Directors And Key Managerial Personnel:



No. of % of Total Date No. of % of Total No. of % of TotalShares Shares of Shares Shares of Shares Shares of


Directors

1. Sanjay Sharma Nil Nil - - - Nil Nil

2. Ruchir Jain Nil Nil - - - Nil Nil

3. Atul Tandon Nil Nil - - - Nil Nil

4. *Nimisha Gupta Nil Nil - - - Nil Nil

Key Managerial Personnel

1. Mohit Gupta 2590200 51.804 22.03.2016 2,40,000 4.80 2830200 56.604

2. # Rishav Jaiswal Nil Nil - - - Nil Nil

3. # Poonam Nil Nil - - - Nil Nil

4. Arvind Kumar Jalan Nil Nil - - - Nil Nil

*Ms. Nimisha Gupta has resigned from the Board w.e.f. 11th August, 2016

# Mr. Rishav Jaiswal has resigned from the designation of Company Secretary and Compliance Officer andin his place Ms. Poonam has been appointed as the Company Secretary & Compliance officer of the Companyw.e.f. 2nd November, 2015.

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due forpayment.The Company has not availed any loan during the year and is a debt free Company.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S. Particulars of Remuneration Name of MD/WTD/ TotalNO. Manager Amount (p.a)

Mohit Gupta(Managing Director)

DIN : 02366798

1 Gross salary

(a) Salary as per provisions contained in 360,000 3,60,000section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 3,00,000 3,00,000

(c) Profits in lieu of salary under section - -17(3) Income- tax Act, 1961

2 Stock Option - -

3 Sweat Equity - -



S. Particulars of Remuneration Name of MD/WTD/ TotalNO. Manager Amount (p.a)

4 Commission-

- as % of profit -

- others, specify… -

5 Others, Allowances - -

Total (A) 6,60,000 6,60,000

Ceiling as per the Act Remuneration paid to the Managing Director within theceiling Limit as per Companies Act, 2013.

B. Remuneration To Other Directors.

During the year under review there is no Remuneration paid to Independent Directors & Other Non ExecutiveDirectors for attending the Board Meetings, Committee Meetings, Commission, and other Remuneration etc.

C. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD

Sl. No. Particulars of Remuneration Key Managerial Personnel

CEO CS CFO TotalMs. Poonam (Earlier Mr. ArvindMr. Rishav Jaiswal) Kumar Jalan

1 Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961 - 2,48,000 3,20,000 5,68,000

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961 - - -

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission - - - -

- as % of profit - - - -

others, specify… - - - -

5 Others, Allowances - - - -

Total - 2,48,000 3,20,000 5,68,000



VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of Brief Details of Authority Appeal made,the Companies Description Penalty / [RD / NCLT / if any

Act Punishment / COURT] (give details)Compoundingfees imposed

A. COMPANY

Penalty

Punishment NIL

Compounding

B. DIRECTORS

Penalty

Punishment NIL

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment NIL

Compounding



SECRETARIAL AUDIT REPORT Annexure 2

FOR THE FINANCIAL YEAR ENDED 31st March, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

ToThe Board of DirectorsUSS GLOBAL LIMITED(formerly known as Surnidhi Investment Limited)1502, 15th Floor, RG Trade Tower,Netaji Subhash Place, Pitam Pura,New Delhi- 110034

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by USS GLOBAL LIMITED (formerly known as Surnidhi Investment Limited) andhereinafter called “the company”. Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintainedby the company and also the information, details and explanation provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, thecompany has, during the audit period covering the financial year ended on 31st March 2016 complied with thestatutory provisions listed hereunder in general and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained byUSS GLOBAL LIMITED (Formerly Known as Surnidhi Investment Limited) (“the Company”) for the financialyear ended on 31st March 2016 according to the provisions of the following Acts and Rules there under. We hadalso discussed with the management of the Company on the various aspects of compliances by the Company ofthe Acts and Rules:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011.

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;

d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015;

v. I further report that the Company has, in my opinion, in general complied with the provisions of CompaniesAct, 2013 and the rules made under, that the Act and the Memorandum and Articles of Association of theCompany, with regard to:

a) Maintenance of the various Statutory registers and documents making necessary entries therein;

b) Closure of the register of members;



c) Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and theCentral Government;

d) Service of documents by the Company on its Members, Auditors and the Registrar of Companies;

e) Notice of Board Meetings and Committee Meetings of directors.

f) The 22nd Annual General Meeting held on 30thSeptember, 2015.

g) Minutes of proceedings of General Meetings and of the Board and its Committee meetings;

h) Approvals of the Members, the Board of Directors, the Committees of Directors and the governmentauthorities, wherever required;

i) Constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and re-appointment of Directors including the Managing Director and Whole-time Director;

j) Payment of remuneration to Managing Director

k) Appointment and remuneration of Auditors;

l) Transfers and transmissions of the Company’s shares and debentures, and issue and dispatch of duplicatecertificates of shares;

m) Form of Balance Sheet as prescribed under Part I, form of statement of Profit and Loss as prescribedunder Part II and General Instructions for preparation of the same as prescribed in Schedule VI to theAct;

n) Directors’ report;

o) Contracts, common seal, registered office and publication of name of the Company; and

p) Generally, all other applicable provisions of the Act and the Rules made under the Act.

vi. The following are the various laws applicable to the Company. Accordingly to the information/details/explanationprovided to us, the Company has generally complied with the provisions of the said Acts and the Companyhas a mechanism to monitor the compliances of the said laws.

• The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder

• The Payment of Wages Act, 1936

• The Minimum Wages Act, 1948

• The Environment (Protection) Act, 1986

• Income Tax Act 1961, Wealth Tax Act, Sales Tax Act and rules made thereof.

• Negotiable Instrument Act, 1881

• Maternity Benefits Act 1961

• The Child Labour (Regulation and Abolition) Act, 1970

• The Weekly Holidays Act, 1942

• Water (Prevention & Control of Pollution) Act 1974 and rules thereunder

• Air (Prevention & Control of Pollution) Act 1981 and rules thereunder

• The Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India.

We have also examined compliance with the Listing Agreement executed with the Stock Exchanges i.e.Metropolitan Stock Exchange of India Limited (MSEI) as well as the modified agreement in terms of SEBI(LODR) Regulation, 2015 with the said Exchange. The company has complied with the provisions of theListing Regulations vide modified listing agreement executed with MSEI on 7th January, 2016.



vii. There are no legal cases filed by / against the company as on date.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above subject to the following observations:

As per the discussion with the official of the company and the documents presented before us it is observedthat the appointment of Mr. Arvind Kumar Jalan as Chief Financial Officer was made on 14th August, 2015.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directorsthat took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation at themeeting.

We also report that there are adequate systems and processes in the company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable laws, rules, regulationsand guidelines.

During the period under review the company amended its Articles of Association and Memorandum ofAssociation for change of its Main Objects and the other objects in accordance with the requirementsprescribed in the Companies Act, 2013 and change of its Name, from Surnidhi Investment Limited to USSGlobal Limited.

For RSMV & Co.

Manoj SharmaPlace : Delhi (Partner)Date : 30.06.2016 FCS: 7516 ; CP No.: 11571



Management Discussion and Analysis Report Annexure 3

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ManagementDiscussion & Analysis Report covering performance and outlook is given below:

i) Economy and Industry OverviewIndia’s Economic growth has slowed markedly over the last several years due to structural and cyclicalfactors. Risks to growth have heightened owing to uncertain global developments. Supply bottlenecks,particularly in the food and infrastructure sectors and wage increase, large and persistent fiscal deficit remainsone of India’s biggest macroeconomic challenges.

We believe that India has the potential to get back on a high growth trajectory. Growth is expected to gatherplace by FY16-17 and accelerate thereafter with stability in the political system.

ii) Outlook for the CompanyYour Company continued its good performance during the year. The success of the Company is dependentto a great extent on its focus on the development of its agricultural land to produce commercial crops alongwith the Consultancy services and Investment services.

iii) Opportunities and ThreatsYour company’s ability to respond to the demands in the agriculture sector by offering suitable agriculturalproducts has always been the main reason for its consistent performance. Your company also focus inconsultancy services for Companies and Investment Services. Your Company is well performing in the businessof Investment and Consultancy Services. However, it will achieve more growth in the agriculture sector alsoin the prospective years. Your Company is confident of overcoming the competition from other companies.

iv) Internal Control systems and their adequacyInternal Control system is an essential element of the Corporate Governance and plays a key role in identifying,minimizing and managing risks that are significant for the company, contributing to the safeguarding ofshareholder’s investments and company’s assets. It ensures quality of internal reporting and safeguardingthe company’s assets from inappropriate use or from loss or fraud.The Company is in process of adopting a comprehensive risk management policy covering processes foridentification and mitigation of all potential risks in line with group risk framework and adjusted to suit thebusiness requirements of the Company. However, The company has adequate internal control procedures tocommensurate with its size and nature of business.

v) Discussion of financial performance with effects to operational performanceYour Company,USS Global Limited (Formerly Known as Surnidhi Investment Limited) has earned a profit ofRs. 1,39,424.85 in the Current Financial Year as compared to Rs. 2,81,479.36 in the previous year. Thedirectors are trying to improve the performance of the company and are hopeful for the better results in thenext financial year.

vi) Human Resource and Industrial RelationsYour Company recognizes the importance of human values and ensures that proper encouragement bothmoral and financial is extended to employees to motivate them.

During the year under review, your Company enjoyed cordial relationship with staff employees at all level.

By the Order of the Board of DirectorsFor USS Global Limited


Mohit Gupta Sanjay Kumar SharmaPlace : New Delhi Managing Director DirectorDate : 11th August, 2016 DIN: 02366798 DIN: 03154904



MANAGING DIRECTOR, CFO CERTIFICATION IN TERMS SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS, 2015

TO,THE BOARD OF DIRECTORSUSS GLOBAL LIMITED (Formerly Known as Surnidhi Investment Limited)1502, 15TH FLOOR, RG TRADE TOWER,NETAJI SUBHASH PLACE, PITAM PURA,NEW DELHI – 110034

Dear Sir(s)

1. We, Mohit Gupta , Managing Director, and Arvind Kumar Jalan, Chief Financial Officer of USS Global Limited(Formerly Known as Surnidhi Investment Limited), have reviewed the Balance Sheet, Statement of Profitand Loss Account and all its Schedules and Notes on Accounts, as well as the Cash Flow Statement as at31st March, 2016 and certify that to the best of our knowledge and belief:

a) These Statements do not contain any materially untrue statement or omit any material fact or containStatements that might be misleading;

b) These Statements read together present a true and fair view of the Company’s Affairs and are incompliance with the Accounting Standards, applicable Laws and Regulations.

2. We further certify that, to the best of our knowledge and belief, no transactions have been entered into bythe Company during the year which are fraudulent, illegal or volatile of the Company’s Code of Conduct.

3. We are responsible for establishing and maintaining disclosure controls and procedures and internal controlsover financial reporting for the Company, and we have :

a) Designed such disclosure controls and procedures to ensure that material information relating to theCompany is made known to us by others within the Company, particularly during the period in which thisreport is being prepared:

b) Designed such internal control over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of Financial Statements for external purposes in accordancewith Generally Accepted Accounting Principles (GAAP) in India.

c) Evaluated the effectiveness of the Company’s disclosure, controls and procedures:

d) Disclosed in the Report any change in the Company’s internal control over financial reporting thatoccurred during the Company’s most recent fiscal year that has materially affected, or is reasonablylikely to materially affect, the Company’s internal control over financial reporting.

4. We have disclosed based on our most recent evaluation, wherever applicable, to the Company’s auditorsand the Audit Committee of the Company’s Board of Directors (and persons performing the equivalentfunctions).

a) Any deficiencies in the design or operation of internal controls, which could adversely affect the Company’sability to record, process, summarize and report financial data, and have confirmed that there havebeen no material weaknesses in internal controls over financial reporting including any corrective actionswith regard to deficiencies.



b) Any Significant changes in internal controls during the year covered by this Report.

c) All significant changes in accounting policies during the year, if any, and that the same have beendisclosed in the notes to the Financial Statements.

d) Any Instances of significant fraud of which we are aware, that involve management or other employeeswho have a significant role in the Company’s internal controls system.

5. We further declare that all Board Members and senior management personnel have affirmed compliancewith the Code of Conduct and Ethics for the year covered by this report.

Mohit Gupta Arvind Kumar JalanPlace : New Delhi Managing Director Cheif Financial OfficerDate : 25th May, 2016 DIN: 02366798 (CFO)



INDEPENDENT AUDITOR’S REPORT

To The Members ofUSS Global Limited(Formerly known as Surnidhi Investment Limited)

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of USS Global Limited (‘the Company’),which comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flowstatement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements thatgive a true and fair view of the financial position, financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due to fraudor error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters whichare required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company’s preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidstandalone financial statements give the information required by the Act in the manner so required and give a



true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs ofthe Company as at 31 March 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Governmentof India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on thematters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Reportare in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2016 taken onrecord by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from beingappointed as a director in terms of Section 164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position

ii. The Company did not have any long-term contracts including derivatives contracts for which therewere any material foreseeable losses.

iii. There were no amounts which required to be transferred by the Company to the Investor Educationand Protection Fund.

For Mahesh Kumar Agarwal & Associates,Chartered Accountants(FRN : 508250C)

(Mahesh K. Agarwal)Place : New Delhi PartnerDate : 25.05.2016 (M No.: 085535)



ANNEXURE - A TO THE AUDITORS’ REPORT OF USS GLOBAL LIMITED FOR YEAR ENDED 31.03.2016The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statementsfor the year ended 31 March 2016, we report that:(i) The Company has no fixed assets hence reporting under this clause is not required.(ii) The company has no inventory hence reporting under this clause is not required.(iii) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or

other parties covered in the Register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph3(iii) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisionsof section 185 and 186 of the Act, with respect to the loans and investments made.

(v) The Company has not accepted any deposits from the public.(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the

services rendered by the Company.(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the

Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues income-tax,service tax, cess and other material statutory dues have been regularly deposited during the year by the Companywith the appropriate authorities. As explained to us, the Company did not have any dues on account of provident fund,employees’ state insurance, sales tax, value added tax, duty of customs and duty of excise.According to the information and explanations given to us, no undisputed amounts payable in respect of income tax,service tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than sixmonths from the date they became payable.

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holdersduring the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) andterm loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, theCompany has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisionsof section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly,paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company,transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details ofsuch transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Companyhas not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, theCompany has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.





ANNEXURE - B TO THE AUDITORS’ REPORT OF USS GLOBAL LIMITED FOR YEAR ENDED31.03.2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of USS Global Limited (“the Company”)as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include thedesign, implementation and maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness ofthe accounting records, and the timely preparation of reliable financial information, as required under the CompaniesAct, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI anddeemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an auditof internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by theInstitute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financialcontrols system over financial reporting and their operating effectiveness. Our audit of internal financial controlsover financial reporting included obtaining an understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. A company’s internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of



financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorisations of management and directorsof the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibilityof collusion or improper management override of controls, material misstatements due to error or fraud mayoccur and not be detected. Also, projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting were operating effectively as at 31March 2016, based on the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting issued by the Institute of Chartered Accountants of India.





BALANCE SHEET AS AT 31ST MARCH, 2016As At 31st March, 2016 As At 31st March, 2015

PARTICULARS NotesAmount (Rs.) Amount (Rs.)

A EQUITY & LIABILITIES1 Shareholder’s Funds

a) Share Capital 3 50,000,000.00 50,000,000.00b) Reserve & Surplus 4 26,145,269.09 26,005,844.24c) Money received against share warrants - -

76,145,269.09 76,005,844.242 Share Application Money pending allotment - -3 Non Current Liabilities

a) Long-term borrowings - -b) Deferred tax liabilities (net) - -c) Other long-term liabilities - -d) Long-term provisions - -

- -4 Current Liabilities

a) Short-term borrowings - -b) Trade payables - -c) Other current liabilities 5 6,127,401.00 34,854.00d) Short-term provisions - -

6,127,401.00 34,854.00

TOTAL 82,272,670.09 76,040,698.24

B ASSETS1 Non-current assets

a) Fixed Assets(i) Tangible assets - -(ii) Intangible assets - -(iii) Capital Work-in-progress - -(iv) Intangible assets under development - -(v) Fixed assets held for sale - -

b) Non-current Investments-Lands 6 29,231,861.81 29,231,861.81c) Deferred tax assets (net) - -d) Long-term loans and advances 7 31,143,245.39 44,911,882.66e) Other non-current assets - -

60,375,107.20 74,143,744.472 Current Assets

a) Current Investments 8 14,593,750.00 93,750.00b) Inventories - -c) Trade Receivables 9 - -d) Cash and cash equivalents 10 7,265,599.52 1,740,237.80e) Short-term loans and advances 11 38,213.37 62,965.97f) Other current assets - -

21,897,562.89 1,896,953.77

TOTAL 82,272,670.09 76,040,698.24

See accompanying notes forming part of the financial statements

Auditor’s Report For and on behalf of the Board of DirectorsIn terms of our report attachedFor M/s. Mahesh Kumar Agarwal & AssociatesChartered AccountantsFirm Registration Number: 508250C

Mahesh Kumar Agarwal Mohit Gupta Sanjay Kumar Sharma Poonam Arvind KumarJalanPartner (Managing Director) (Director) (Company Secretary) (Chief Financial Officer)M.No. 085535 DIN: 02366798 DIN: 03154904 ACS:34664Place : New DelhiDate : 25.05.2016



STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 31.03.2016For the Year Ended For the Year Ended

Particulars Notes 31st March, 2016 31st March, 2015 Amount (Rs.) Amount (Rs.)

A CONTINUING OPERATIONS1 Revenue from Operations 12 2,325,143.34 1,694,028.90

Total 2,325,143.34 1,694,028.90

2 EXPENENSES(a) Employee Benefit Expenses 13 1,561,000.00 925,860.00(b) Other Expenses 14 562,371.49 486,689.54

Total 2,123,371.49 1,412,549.54

3 Earnings before exceptional items, extraordinary items,interest, tax, depreciation and amortisation (EBITDA) (1- 2) 201,771.85 281,479.36

4 Finance Costs 15 - -

5 Depreciation & amortisation expense - -6 Profit / (Loss) before exceptional and

extraordinary items and tax (3 + 4 + 5 + 6) 201,771.85 281,479.36

7 Exceptional items - -

8 Profit / (Loss) before extraordinary items and tax (7 + 8) 201,771.85 281,479.36

9 Extraordinary items - -

10 Profit / (Loss) before tax (9 + 10) 201,771.85 281,479.36

11 Tax expense:(a) Current tax expense for current year 62,347.00 -(b) (Less): MAT credit - -(c) Current tax expense relating to prior years - -(d) Net current tax expense - -(e) Deferred tax - -

62,347.00 -12 A Profit / (Loss) from continuing operations (11 + 12) 139,424.85 281,479.36

B DISCONTINUEING OPERATIONS - -C TOTAL OPERATIONS - -

13 Profit/Loss for the year 139,424.85 281,479.36

14 Earning per Equity Share(1) Basic 0.03 0.06(2) Diluted 0.03 0.06


Auditor’s Report For and on behalf of the Board of DirectorsIn terms of our report attached

For M/s. Mahesh Kumar Agarwal & AssociatesChartered AccountantsFirm Registration Number: 508250C

Mahesh Kumar Agarwal Mohit Gupta Sanjay Kumar Sharma Poonam Arvind KumarJalanPartner (Managing Director) (Director) (Company Secretary) (Chief Financial Officer)M.No. 085535 DIN: 02366798 DIN: 03154904 ACS:34664

Place : New DelhiDate : 25.05.2016



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

(Amount in Rs.)

PARTICULARS 31st March, 2016 31st March, 2015

A Cash flow from operating activitiesProfit before tax 201,772 281,479Adjustment for:Interest paid - -

Depreciation - -

Operating Profit/loss(-) before working capital changes 201,772 281,479Adjustments for changes in working capital:Increase (-) /decrease in inventories - -Increase (-) /decrease in trade receivables - -Increase (-) /decrease in short term loans and advances 24,753 -62966Increase (-) /decrease in other non current assets - -Increase (-) /decrease in other current assets (14,500,000) -Increase (-) /decrease in long term loans and advances 13,768,637 -104,825Decrease (-) /increase in trade payables - -Decrease (-) /increase in long term provisions - -Decrease (-)/increase in other current liabilities 6,092,547 -106,584Decrease (-) /increase in short term provisions - -

Cash generated from /(-)used in operations 5,587,709 7,104

Income taxes paid (net) (62,347.00) -

Net cash from/ used in (-) operating activities ………… A 5,525,362 7,104

B Cash flow from investing activitiesPurchase of fixed assets - -

Net cash from investing activities ………………………. B - -

C Cash flow from financing activitiesIncrease/ decrease (-) in long term borrowings - -Increase/ decrease (-) in short term borrowings - -Interest paid on borrowings - -

Net cash from/ used (-) in financing activities ………….. C - -

Net increase/decrease(-) in cash and cashequivalents (A+B+C) 5,525,362 7,104Cash and cash equivalents at the beginning ofthe year (opening balance) 1,740,238 1,733,134



(Amount in Rs.)

PARTICULARS 31st March, 2016 31st March, 2015

Total cash and cash equivalents at the end of

the year (closing balance) 7,265,600 1,740,238

Components of cash and cash equivalents:Cash on hand 7,970 50,510Balances with scheduled banks 7,257,630 1,689,728

Total 7,265,600 1,740,238

Notes:(i) The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting operations.(ii) These earmarked account balances with banks can be utilised only for the specific identified purposes.


For and on behalf of the Board of DirectorsIn terms of our report attached

For M/s. Mahesh Kumar Agarwal & AssociatesChartered AccountantsFirm Registration Number: 508250C

Mahesh Kumar Agarwal Mohit Gupta Sanjay Kumar Sharma Poonam Arvind KumarJalanPartner (Managing Director) (Director) (Company Secretary) (Chief Financial Officer)M.No. 085535 DIN: 02366798 DIN: 03154904 ACS:34664

Place : New DelhiDate : 25.05.2016



NOTES FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of accounting and preparation of financial statementThe financial statements have been prepared under the historical cost convention on accrual basis. Thegenerally accepted accounting principles and the Indian Accounting Standards as specified in the Companies(Accounting Standards) Rules, 2006 and as referred u/s 211(3C) of the Companies Act, 1956 have beenadopted by the Company and disclosures made are in accordance with the requirement of Schedule VI ofthe Companies Act, 1956. The accounting policies have been consistently applied by the Company and areconsistent with those used in the previous year.

1.2 Use of estimatesThe preparation of the financial statements in conformity with Indian GAAP requires the Management tomake estimates and assumptions considered in the reported amounts of assets and liabilities (includingcontingent liabilities) and the reported income and expenses during the year. The Management believesthat the estimates used in preparation of the financial statements are prudent and reasonable. Futureresults could differ due to these estimates and the differences between the actual results and the estimatesare recognised in the periods in which the results are known / materialise.

1.3 InventoriesInventories are valued at the lower of cost (on FIFO/ weighted average basis) and the net realisable valueafter providing for obsolescence and other losses, where considered necessary.

1.4 Cash and cash equivalents (for the purposes of Cash Flow Statement)Cash comprises cash on hand and demand deposits with bank. Cash equivalents are short-term balances(with an original maturity of three months or less from the date of acquisition), highly liquid Investment that arereadily convertible in to known amount of cash and which are subject to insignificant risk of changes in value.

1.5 Cash Flow StatementCash and cash equivalents comprise cash and cash on deposit with banks and corporations. The Companyconsiders all highly liquid investments with a remaining maturity at the date of purchase of three months orless and that are readily convertible to known amounts of cash to be cash equivalents.

1.6 Depreciation and amortisationThe company does not have any tangible or intangible assets

1.7 Revenue RecognitionRevenues are recognized on accrual basis in accordance with AS-9. Accordingly, where there areuncertainties in the ascertainment/realization of income the same is not accounted for.

1.8 Other incomeInterest income is accounted on accrual basis. Dividend Income is accounted for when the right to receiveit is established.

1.9 Tangible fixed assetsThe company does not have any tangible assets

1.10 Intangible assetsThe company does not have any intangible assets

1.11 Foreign currency transactions and translationsNo Foreign currency currency transaction have been made during the year



1.12 Government grants, subsidies and export incentivesThe Company has not received any Government grant, subsididies an export incentive.

1.13 InvestmentsTrade investments are the investments made to enhance the Company’s business interests. Investmentsare either classified as current or long-term based on Management’s intention at the time of purchase.Current investments are carried at the lower of cost and fair value of each investment individually. Cost foroverseas investments comprises the Indian Rupee value of the consideration paid for the investmenttranslated at the exchange rate prevalenat the date of investment. Long term investments are carried atcost less provisions recorded to recognize any decline, other than temporary, in the carrying value of eachinvestment.

1.14 Employee benefitsThe company is not statutorily covered under any statute pertaining to PF, ESI, Gratuity etc.

1.15 Borrowing costsBorrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arisingfrom foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.Costs in connection with the borrowing of funds to the extent not directly related to the acquisition ofqualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowingcosts, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activitiesrelating to construction / development of the qualifying asset upto the date of capitalisation of such asset isadded to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statementof Profit and Loss during extended periods when active development activity on the qualifying assets isinterrupted.

1.16 Segment ReportingThe Company identifies primary segments based on the dominant source, nature of risks and returns andthe internal organisation and management structure. The operating segments are the segments for whichseparate financial information is available and for which operating profit/loss amounts are evaluated regularlyby the executive Management in deciding how to allocate resources and in assessing performance.The accounting policies adopted for segment reporting are in line with the accounting policies of the Company.Segment revenue, segment expenses, segment assets and segment liabilities have been identified tosegments on the basis of their relationship to the operating activities of the segment. Inter-segment revenueis accounted on the basis of transactions which are primarily determined based on market / fair valuefactors. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are notallocable to segments on reasonable basis have been included under “unallocated revenue / expenses /assets / liabilities”.

1.17 LeasesWhere the Company as a lessor leases assets under finance leases, such amounts are recognised asreceivables at an amount equal to the net investment in the lease and the finance income is recognisedbased on a constant rate of return on the outstanding net investment.Assets leased by the Company in itscapacity as lessee where substantially all the risks and rewards of ownership vest in the Company areclassified as finance leases. Such leases are capitalised at the inception of the lease at the lower of the fairvalue and the present value of the minimum lease payments and a liability is created for an equivalentamount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain aconstant periodic rate of interest on the outstanding liability for each year.Lease arrangements where therisks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised asoperating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Losson a straight-line basis.



1.18 Earnings per shareBasic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect ofextraordinary items, if any) by the weighted average number of equity shares outstanding during the year.Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effectof extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or incomerelating to the dilutive potential equity shares, by the weighted average number of equity shares consideredfor deriving basic earnings per share and the weighted average number of equity shares which could havebeen issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed tobe dilutive only if their conversion to equity shares would decrease the net profit per share from continuingordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of theperiod, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for theproceeds receivable had the shares been actually issued at fair value (i.e. average market value of theoutstanding shares). Dilutive potential equity shares are determined independently for each period presented.The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverseshare splits and bonus shares, as appropriate.

1.19 Taxes on IncomeIncome taxes are accrued in the same period that the related revenue and expenses arise. A provision ismade for income tax annually, based on the tax liability computed, after considering tax allowances andexemptions. Provisions are recorded when it is estimated that a liability due to disallowances or othermatters is probable. Minimum alternate tax (MAT) paid inaccordance with the tax laws, which gives rise tofuture economic benefits in the form of tax credit against future income tax liability, is recognized as anasset in the Balance Sheet if there is convincing evidence that the Company will pay normal tax after thetax holiday period and the resultant asset can be measured reliably. The Company offsets, on a year onyear basis, the current tax assets and liabilities, where it has a legally enforceable right and where it intendsto settle such assets and liabilities on a net basis.

Current and Deferred tax relating to items directly recognised in equity are recognised in equity and not inthe Statement of Profit and Loss.

1.20 Impairment of assetsThe carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment.If any indication of impairment exists, the recoverable amount of such assets is estimated and impairmentis recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverableamount is the greater of the net selling price and their value in use. Value in use is arrived at by discountingthe future cash flows to their present value based on an appropriate discount factor. When there is indicationthat an impairment loss recognised for an asset in earlier accounting periods no longer exists or may havedecreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, except incase of revalued assets.

1.21 Provision and contigenciesA provision is recognized if, as a result of a past event, the Company has a present legal obligation that canbe estimate dreliably, and it is probable that an out flow of economic benefits will be required to settle theobligation. Provisions are determined by the best estimate of the out flow of economic benefits required tosettle the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made ascontingent liability. A disclosure for a contingent liability is also made when there is a possible obligation ora present obligation that may, but probably will not, require an out flow of resources. Where there is apossible obligation or a present obligation in respect of which the likelihood of out flow of resources isremote, no provision or disclosure is made.



NOTE - 3 SHARE CAPITAL

As At As AtPARTICULARS 31st March, 2016 31st March, 2015

Amount (Rs.) Amount (Rs.)

Authorised Capital55,00,000 (Previous Year 55,00,000) Equity Shares ofRs. 10/- each (with voting rights) 55,000,000.00 55,000,000.00

Issued, Subscribed & Paid up Capital50,00,000 (Previous Year 50,00,000) Equity Shares withvoting rights of Rs. 10/- each fully paid up. 50,000,000.00 50,000,000.00

Total 50,000,000.00 50,000,000.00

a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end ofthe reporting period:

Equity Shares with voting rights As At 31st March, 2016 As At 31st March, 2015

No. Amount No. Amount

Opening Balance 5,000,000 50,000,000.00 5,000,000 50,000,000.00

Add: Issued during the year - - - -

Closing Balance 5,000,000 50,000,000.00 5,000,000 50,000,000.00

b) Terms/rights attached to Equity Shares

The company has only one class of Equity Shares at par value of Rs. 10/- per share. All these shares haveequal rights and preferences with respect to payment of dividend, repayment of capital and voting.

In event of liquidation of the company, the holders of equity shares will be entitled to receive the remainingassets of the company, after distribution of all preferential amounts. The distribution will be in proportion tothe number of equity shares held by the shareholders.

c) Details of shares held by each shareholder holding more than 5% shares:

Equity Shares with voting rights As At 31st March, 2016 As At 31st March, 2015

No. Percentage No. Percentage

Mohit Gupta 2,830,200 56.60% 2,590,200 51.80%



NOTE - 4 RESERVE & SURPLUS



a) Capital ReserveOpening Balance 932,000.00 932,000.00Add: Addition during the year - -Less: Utilized / tranferred during the year - -

Closing Balance Total (a) 932,000.00 932,000.00

b) General ReserveOpening Balance 12,618,987.00 12,618,987.00Add: Trasfer From Special Reserve - -Less: Transfer to Special reserve - -

Closing Balance Total (b) 12,618,987.00 12,618,987.00

c) Balance as per Profit & Loss AccountOpening Balance 12,454,857.24 12,173,377.88Add: Profit/Loss during the year 139,424.85 281,479.36Less: Transfer to Special reserve - -

Closing Balance Total (C) 12,594,282.09 12,454,857.24

Total (a+b+c) 26,145,269.09 26,005,844.24

NOTE - 5 OTHER CURRENT LIABILITIES



a) Advance Against Land 5,700,000.00 -b) Expenses Payable 365,054.00 34,854.00c) Provision For Tax 62,347.00 -

Total 6,127,401.00 34,854.00

NOTE - 6 NON-CURRENT INVESTMENTS



Land at Barota & Savoli 10,737,511.81 10,737,511.81Land at Kundli 9,677,000.00 9,677,000.00Land at Savoli 8,817,350.00 8,817,350.00

Total 29,231,861.81 29,231,861.81





Aggregate amount of quoted investments - -

Aggregate market value of listed and quoted investments - -

Aggregate value of listed but not quoted investments - -

Aggregate amount of unquoted investments 29,231,861.81 29,231,861.81

NOTE - 7 LONG-TERM LOANS AND ADVANCES



(Unsecured, considered good)

a) Income Tax Refunds Due 1,143,245.39 911,882.66

b) Advance Against Purchase of Property - 44,000,000.00

c) Loan to Corporate at Interest @9% p.a. 30,000,000.00 -

Total 31,143,245.39 44,911,882.66

Note: Long-term loans and advances include amounts due from:Directors - -Other officers of the Company - -Firms in which any director is a partner - -Private companies in which any director is a director or member - -

NOTE - 8 CURRENT INVESTMENTS



Investments in Mutual Fund

J.M Mutual Fund- Units 14,500,000.00 -

Investment in Shares

(7,500 Equity Shares of Apollo Tyres Limited) 93,750.00 93,750.00

14,593,750.00 93,750.00

Aggregate amount of quoted investments 1,320,000.00 1,297,500.00

Aggregate amount of unquoted investments 14,500,000.00 14,500,000.00

Aggregate market value of quoted and unquoted investments 15,820,000.00 15,797,500.00



NOTE - 9 TRADE RECEIVABLES

As At As AtPARTICULARS 31st March 2016 31st March, 2015


a) Trade receivables outstanding for a period exceeding sixmonths from the date they were due for payment

b) Other Trade receivables(Unsecured, considered good)

- -

Total - -

Note: Trade receivables include debts due from:Directors - -Other officers of the Company - -Firms in which any director is a partner - -Private companies in which any director is a director or member - -

NOTE -10 CASH AND CASH EQUIVALENTS



a) Cash on hand 7,969.99 50,509.99

b) Balances with banks - in current accounts 5,757,629.53 489,727.81

c) In deposit accounts 1,500,000.00 1,200,000.00

Total 7,265,599.52 1,740,237.80

NOTE - 11 SHORT-TERM LOANS AND ADVANCES



Advance against expenses - -

Accrued Interest 38,213.37 62,965.97

Total 38,213.37 62,965.97

Note: Short-term loans and advances include amounts due from:Directors - -Other officers of the Company - -Firms in which any director is a partner - -Private companies in which any director is a director or member - -



NOTE - 12 REVENUE FROM OPERATIONS



a) Consultancy Charges 750,000.00 950,000.00b) Interest on deposits 150,747.34 118,850.40c) Agriculture Income - 620,858.50d) Dividend Income 11,520.00 4,320.00e) Interest Income 1,412,876.00 -

Total 2,325,143.34 1,694,028.90

NOTE - 13 EMPLOYEE BENEFIT EXPENSE



Salaries and wages 1,561,000.00 925,860.00

Total 1,561,000.00 925,860.00

NOTE - 14 OTHER EXPENSES



a) Rent including lease rentals 189,003.00 -b) Advertising Expenses 60,602.00 85,130.00c) Postage Expenses 14,693.00 -d) Demat Charges 5,700.00 46,067.00e) Electronic Voting Charges 48,535.00 5,618.00f) Listing Fee 48,840.00 212,397.00g) Travelling and conveyance - -h) Printing and stationery 18,700.00 -i) Legal and professional 75,270.00 44,750.00j) Payments to auditors - as statutory auditors 17,100.00 33,708.00k) ROC Fees 16,800.00 13,463.00l) Website Maintenens 4,500.00 -m) Agricultural Expenses - 45,500.00n) Bank Charges 6,870.00 56.54o) Annual Fees 10,305.00 -p) Custodian 44,915.49 -q) Interest on TDS 538.00 -

Total 562,371.49 486,689.54



NOTE - 15 FINANCE COSTS



- -

Total - -

NOTE - 16 ADDITIONAL INFORMATION TO FINANCIAL STATEMENTSAs At As At

Note PARTICULARS 31st March, 2016 31st March, 2015Amount (Rs.) Amount (Rs.)

16.1 Monies received against share warrants Nil Nil

16.2 Share application money pending allotment Nil Nil

16.3 Contingent liabilities and commitments (to theextent not provided for)(i) Contingent liabilities

(a) Claims against the Company not acknowledged as debt Nil Nil(b) Guarantees Nil Nil(c) Other money for which the Company is contingently liable Nil Nil

(ii) Commitments(a) Estimated amount of contracts remaining to be

executed on capital account and not provided forTangible assets Nil NilIntangible assets Nil Nil(b) Uncalled liability on shares and other investments partly paid Nil Nil(c) Other commitments Nil Nil

16.4 Details of unlisted amounts out of issue of securitiesmade for specific purpose Nil Nil

16.5 Disclosures required under Section 22 of the Micro,Small and Medium Enterprises Development Act, 2006i) Principal amount remaining unpaid to any supplier as

at the end of the accounting year Nil Nilii) Interest due thereon remaining unpaid to any supplier

as at the end of the accounting year Nil Niliii) The amount of interest paid along with the amounts of the

. payment made to the supplier beyond the appointed day Nil Niliv) The amount of interest due and payable for the year Nil Nilv) The amount of interest accrued and remaining unpaid at

the end of the accounting year Nil Nilvi) The amount of further interest due and payable even in

the succeeding year, until such date when the interestdues as above are actually paid Nil Nil

Note: Dues to Micro and Small Enterprises have been determined tothe extent such parties have been identified on the basis of informationcollected by the Management. This has been relied upon by the auditors.



As At As AtNote PARTICULARS 31st March, 2016 31st March, 2015


16.6 Disclosure as per SEBI(Listing Obligations andDisclosure Requirements), Regulations, 2015 Nil Nil

16.7 Details of Derivatives Instruments and unhedgedforeign currency exposures Nil Nil

16.8 Disclosure required in terms of Clause 13.5A of chapterXIII on Guidances for preferential issues (Discloser andInvestor Protection) guidelines, 2000

i) Total Amount received from issue of fullyconvertible debenture Nil Nil

ii) Total Amount received from issue of warrants Nil Nil

iii) Purpose for which the money received has been utiliseda. Capital Expenditure Nil Nilb. Working Capital Nil Nil

Unutilised monies as at March, 2016 Nil Nil

16.9 Details of fixed assets held for sale Nil Nil



16.10 Value of imports calculated on CIF basis Nil Nil

16.11 Expenditure in foreign currency Nil Nil

16.12 Details of consumption of imported and indigenous items Nil Nil

16.13 Earnings in foreign exchange Nil Nil

16.14 Amounts remitted in foreign currency during theyear on account of dividend Nil Nil



NOTE - 17 DISCLOSURES UNDER ACCOUNTING STANDARDS

Note PARTICULARS

17.1 Employee Benefit Plans

The company accounts for short term employee benefits viz., salary, bonus and other allowances asand when the services are rendered by employees i.e., on accural basis of accounting.

17.2 Segment Reporting

Primary Segment (Business Segment)

There are no separate reportable segments as per the provisions of AS 17 on ‘Segment Reporting’issued by the Institute of Chartered Accountants of India.

Secondary Segment (Geographical Segment)

The Company operates only in the domestic market. As a result separate segment information fordifferent geographical segments is also not disclosed.

17.3 Related Party Transactions

PARTICULARS Name of Related Parties

Key Management Personnel (KMP) Mr. Mohit Gupta

Transaction with Related Party:

FY 2015-16 FY 2014-15

Managerial Remuneration paid to Mr. Mohit Gupta 660,000 660,000

17.4 Leases

As Lessee

The Company has entered into operating lease arrangements for office premises. The lease iscancellable by giving one month notice. There are no minimum agreed lease payments.

17.5 Deferred tax (liability) / asset

Deferred tax has not been provided in view of uncertainty of profits

18 Previous Year figures have been regrouped/rearranged wherever necessary



NOTE - 18 DISCLOSURES UNDER ACCOUNTING STANDARDS (contd.)



18 Earnings per shareBasic

18.a Continuing operationsNet profit / (loss) for the year from continuing operations 139,424.85 281,479.36Less: Preference dividend and tax thereon - -Net profit / (loss) for the year from continuing

operations attributable to the equity shareholders 139,424.85 281,479.36Weighted average number of equity shares 5,000,000 5,000,000Par value per share 10.00 10.00Earnings per share from continuing operations - Basic 0.03 0.06

18.b Total operationsNet profit / (loss) for the year 139,424.85 281,479.36Less: Preference dividend and tax thereon - -Net profit / (loss) for the year attributable to the

equity shareholders 139,424.85 281,479.36Weighted average number of equity shares 5,000,000 5,000,000Par value per share 10.00 10.00Earnings per share 0.03 0.06Basic (excluding extraordinary items)

18.c Continuing operationsNet profit / (loss) for the year from continuing operations 139,424.85 281,479.36(Add) / Less: Extraordinary items (net of tax)relating to continuing operations - -Less: Preference dividend and tax thereon - -Net profit / (loss) for the year from continuingoperations attributable to the equity shareholders,

excluding extraordinary items 139,424.85 281,479.36Weighted average number of equity shares 5,000,000 5,000,000Par value per share 10.00 10.00Earnings per share from continuing operations,excluding extraordinary items - Basic 0.03 0.06

18.d Total operationsNet profit / (loss) for the year 139,424.85 281,479.36(Add) / Less: Extraordinary items (net of tax) - -Less: Preference dividend and tax thereon - -Net profit / (loss) for the year attributable to the

equity shareholders, excluding extraordinary items 139,424.85 281,479.36Weighted average number of equity shares 5,000,000 5,000,000Par value per share 10.00 10.00Earnings per share, excluding extraordinary items - Basic 0.03 0.06





Diluted

The diluted earning per share has been computed bydividing the Net Profit After Tax available for EquityShareholders by the weighted average number of equityshares, after giving dilutive effect of the outstandingWarrants, Stock Options and Convertible bonds for therespective periods. Since, the effect of the conversion ofPreference shares was anti-dilutive, it has been ignored.

18.e Continuing operations

Net profit / (loss) for the year from continuing operations 139,424.85 281,479.36Less: Preference dividend and tax thereon - -Net profit / (loss) for the year attributable to the equity

shareholders from continuing operations 139,424.85 281,479.36Add: Interest expense and exchange fluctuation onconvertible bonds (net) - -Profit / (loss) attributable to equity shareholders from

continuing operations (on dilution) 139,424.85 281,479.36Weighted average number of equity shares for Basic EPS 5,000,000 5,000,000Add: Effect of warrants, ESOPs and Convertiblebonds which are dilutive - -

Weighted average number of equity shares - for diluted EPS 5,000,000 5,000,000Par value per share 10.00 10.00

Earnings per share, from continuing operations - Diluted 0.03 0.06

18.f Total operations

Net profit / (loss) for the year 139,424.85 281,479.36Less: Preference dividend and tax thereon - -Net profit / (loss) for the year attributable to the

equity shareholders 139,424.85 281,479.36Add: Interest expense and exchange fluctuationon convertible bonds (net) - -Profit / (loss) attributable to equity shareholders

(on dilution) 139,424.85 281,479.36Weighted average number of equity shares for Basic EPS 5,000,000 5,000,000Add: Effect of Warrants, ESOPs and Convertiblebonds which are dilutive - -


Earning per share Diluted (excluding extraordinary items) 0.03 0.06





18.g Continuing operations

Net profit / (loss) for the year from continuing operations 139,424.85 281,479.36(Add) / Less: Extraordinary items (net of tax) - -Less: Preference dividend and tax thereon - -Net profit / (loss) for the year from continuing operationsattributable to the equity shareholders, excluding

extraordinary items 139,424.85 281,479.36Add: Interest expense and exchange fluctuation onconvertible bonds (net) - -Profit / (loss) from continuing operations attributable

to equity shareholders (on dilution) 139,424.85 281,479.36Weighted average number of equity shares for Basic EPS 5,000,000 5,000,000Add: Effect of Warrants, ESOPs and Convertiblebonds which are dilutive - -

Weighted average number of equity shares - for diluted EPS 5,000,000 5,000,000Par value per share 10.00 10.00Earnings per share, from continuing operations,

excluding extraordinary items - Diluted 0.03 0.06

18.h Total operations

Net profit / (loss) for the year 139,424.85 281,479.36(Add) / Less: Extraordinary items (net of tax) - -Less: Preference dividend and tax thereon - -Net profit / (loss) for the year attributable to the

equity shareholders, excluding extraordinary items 139,424.85 281,479.36Add: Interest expense and exchange fluctuationon convertible bonds (net) - -Profit / (loss) attributable to equity shareholders

(on dilution) 139,424.85 281,479.36Weighted average number of equity shares for Basic EPS 5,000,000 5,000,000Add: Effect of Warrants, ESOPs and Convertiblebonds which are dilutive - -


Earnings per share, excluding extraordinary items - Diluted 0.03 0.06

USS GLOBAL LIMITED(Formerly known as SURNIDHI INVESTMENT LIMITED)

CIN: L74900DL1993PLC056491Regd office : 1502, 15th Floor, RG Trade Tower,

Netaji Subhash Place, Pitam Pura, New Delhi – 110034Phone: 011- 45824477, website: www.ussgloballtd.com

Email: [email protected]

ATTENDANCE SLIP

23rd Annual General Meeting- 27th September, 2016

Name of the member/Proxy in Block Letters:

Folio/DP ID-Client ID:

Name of Shares held:

I certify that I am a member/proxy for the member of the company.

I hereby record my presence at the 23rd Annual General Meeting of the company at 1502, 15th Floor,RG Trade Tower, Netaji Subhash Place, Pitampura, New Delhi-110034 on Tuesday the 27th ofSeptember, 2016 at 11.00 A.M.

.......................................................Signature of the Member/Proxy

Note:Please fill up the attendance slip and hand it over at the entrance of the Meeting Venue. Members arerequested to bring their copies of the Annual Report to the Annual General Meeting.

USS GLOBAL LIMITED(Formerly known as SURNIDHI INVESTMENT LIMITED)

CIN: L74900DL1993PLC056491Regd office : 1502, 15th Floor, RG Trade Tower, Netaji Subhash Place, Pitam Pura, New Delhi – 110034Phone: 011- 45824477, website: www.ussgloballtd.com, Email: [email protected]

PROXY FORM23rd Annual General Meeting- 27th September, 2016

Name of the member (s):

Registered Address:

E-mail Id:

Folio/DP ID-Client ID

I/We, being the member (s) holding ..................................... shares of the above named Company, hereby appoint

1. Name : ............................................................... Address : .....................................................................................

E-mail Id : ........................................................... Signature : ......................................................, or failing him/her

2. Name : ............................................................... Address : .....................................................................................


3. Name : ............................................................... Address : .....................................................................................


As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of thecompany, to be held on Tuesday, September 27th, 2016 at 1502, 15th Floor, RG Trade Tower, Netaji SubhashPlace, Pitampura, New Delhi -110034 at 11:00A.M in respect of such resolutions as are indicated below:

Resolution Resolution Please mention no.No. of shares ..............

For Against

Ordinary Business

1. Adoption of the Financial Statements of the company for the year endedMarch 31, 2016 including the Audited Balance Sheet , the Statement of Profitand Loss Account and Cash Flow Statement for the year ended on that dateand the reports of the Board of Directors and Auditors thereon.

2. Re-appointment of Mr. Ruchir Jain (DIN: 03151017), Director, who retire by rotation.

3. To appoint M/s. Nishant & Associates (FRN : 027083N) ,Chartered Accountants,as Statutory Auditors of the Company in place of M/s. Mahesh Kumar Agarwal &Associates (FRN : 508250C) for the period of Five years subject to Ratification atevery Annual General Meeting of the Company.

Special Business

4. To Appoint Ms. Suniti Gupta (DIN: 07265651), as an Independent Director of the Company,

5. To Re-Appoint Mr. Atul Tandon (DIN: 03073791) as an Independent Director, for the period of 5 Years.

Signed this........................................................................Day, 2016.

Signature of shareholder ..............................................................

Signature of Proxy holder(s) ..........................................................

Note: This form in order to be effective should be duly completed and deposited at the Registered Office of the company, not less than48 hours before the commencement of the meeting.

AffixRevenue

Stamp notless than

Rs. 1

Route Map to venue of the Annual General Meeting

USS GLOBAL LIMITED(Formerly Known as Surnidhi Investment Limited)

CIN: L74900DL1993PLC056491Regd. Office: 1502, 15th Floor, RG Trade Tower,

Netaji Subhash Place, Pitam Pura, New Delhi-110034Phone No.: +91(11) 4582 4477

Email: [email protected]

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