Ujaas Energy Ltd Directors Report.
Your Directors hereby present Twentieth Annual Report on the performance of your Company together with the Audited Standalone Financial Sta.tero.ents for the Financial year ended 31st March, 2019.
1. COMPANY OVER VIEW
"Ujaas", in local language stands for - "Light at the . Dawn". Ujaas is one of the leading solution providers in the Indian solar power sector focused on developing, operating, owning and maintaining a diversified portfolio of solar energy power plants under its flagship brand UJAAS. The Company has entered in to a new Venture of Electric Vehicles. The Company has its corporate headquarters in Indore (M.R),
2. FINANCIAL HIGHLIGHTS AND COMPANYS STATE OFAFFAIRS
The Companys financial performance on Standalone Basis, for the year under review along with previous figures are given hereunder:
|Revenue from Operations||14444.93||33417.31|
|Other Income .||1729.90||326.85|
|Interest and other borrowing cost||1658.31||1692.23|
|PBT(profit before tax.)||115.57||1851.11|
|PAT (profit after tax)||660.82||1700.85|
|EPS (earning per share)||0.33||0.85|
* Earning before finance cost, tax and depreciation and amortization expenses.
3. PER FORMANCE, REVIEW OF UJAAS
On the Standalone basis,during the F.Y under review, your Companys Gross Revenue from operations stood at INR 14,444.93 lakhas compared to INR 33,71.4.31 lakh in the previous year. The Net Profit of the Company stood at lNR 660.82 lakh against INR 1700.85 lakh reported in the previous year.
The reduced turnover of the Company is due to ambiguity of tax rates applicable to Engineering procurement & construction (EPC) Contacts for Solar Power plants under GST Act & a Competitive Landscape in the Industry.
Segment-wise Revenue details are as under:
|REVENUE FROM DIFFERENT SEGMENTS||
Yearly Revenue (INR in Lakh)
|Solar Power Plant Operation. Business||4507.39||3155.84|
|Manufacturing and. sale of solar power system||11353.39||30261.47|
During the year under review, your Directors have not recommended any dividend due to the downfall in. the turnover of the Company. The Company is deploying the funds in further business development and to combat the current uncertainties in the Solar industry.
5. TRANSFER TO RESERVES
The requirement of mandatory transfer of a specified percentage of the net profit to general reserve has been withdrawn consequent to introduction of Companies Act, 2013, and the Company can optionally transfer any amount from the surplus of profit or loss account to the General reserves. Your Company has not transferred any amount to General Reserves.
6. SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March, 2019. there were no associates and joint ventures within the meaning of Section 2(6) of the Companies Act, 2013. Your Company "Ujaas Energy Limitedhas no Subsidiary Company as on 31.03.2019.
As there is no Subsidiary Company as on 31st March, 2019,disclosure in AOC-1 is not required.
Note: The Management Committee of the Board of Directors in its meeting held today i.e., 11th March 2019, considered and approved disposal of its entire holding in its wholly own subsidiary, Eizooba Energy One Limited to ACA International: Commerce FZE.
7. SHARE CAPITAL
During the year under review, there was a change in the share capital of the Company. The paid-up Equity Share capital of the Company as at March 31, 2019 stood at Rs.20,00,31,200 (Rupees Twenty Crore Thirty One Thousand two hundred).As on 31st March 2019. none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.
Note: The Paid-up Share Capital of the Company is increased by Rs. 31,200/- post Allotment of Equity Shares under Ujaas Employee Stock Option Scheme. As on 31.03.2019 the Paid-up Share Capital of the Company is Rs. 20,00,31,200/- (2-0,00,00,000+31,200).
8. EMPLOYEES STOCK OPTION SCHEME
Currently the Company has 1 (one) Employee Stock Option Scheme namely "Ujaas Employee Stock Option Scheme 2015" ("ESOP Scheme 2015 / Scheme").The scheme- was formed to recognize the dedication & efforts made by all its employees towards the growth & success of the Company. There was no material change in the Scheme during the year under review.
The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulation, 2014 ("SBEB Regulations). The Company has received the certificate from the Auditor of the Company that the Scheme is implemented in accordance with the SBEB Regulations and the resolution passed by the members. The Certificate will be available at the Annual General Meeting for inspection by the members.
The Company has not allotted any options to its Key Managerial Personnel; hence no disclosure is required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014.
During the year under review, 31,200 options were converted into Equity Shares of the Company. Post Allotment of Shares under Ujaas Employee stock Option Scheme 2015, Paid-up Share Capital of the Company Is Increased to Rs. 20,00,31,200/-
Further the Company has granted 11,30,000 stock Options under Ujaas Employee Stock Options Scheme, 2015 to Four (4) Employees of the Company in the meeting of Compensation Committee of the Board of Directors of the Company held on Wednesday, 29th May, 2019.
The Disclosure with regard to Regulation 14 of SBEB Regulations shall form part of Annual Report for F.Y. 2019-20.
9. CREDIT RATING
During the year under review, CR1SIL has assigned a credit rating BBB-/Negative for Long Term bank loan facilities& assigned rating CRISIL A3 for Short Term bank loan facilities,
10. RELATED PARTY TRANSACTIONS
During the year under review, the Company entered into transactions with related parties as defined under Section 2(76) and Section 188 of the Companies Act, 2013, rules issued thereunder read with Regulation 2(zc) ^Regulation 23 of the SEBI (Listing Obligations^ Disclosure Requirements) Regulations, 2015. Further, the Company did not enter into material significant transactions with Promoters, Key Managerial Personnel or any other related parties.
All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transaction formulated in accordance with the provisions of the Companies Act, 2013 read with, the Rules issued thereunder along with -the Listing Regulations.
As there were no material related party transactions during the year under review, disclosure in AOC-2 is not required.The policy on Related Parly Transaction as approved by the Board of Directors has been uploaded on the website of the company at www.ujaas. com
11. LOANS GUARANTEES AND INVESTMENTS
The Details of Loans, Guarantees and Investments, if any, as covered under section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements of the company provided in this Annual Report,
12. DETAILS OF DEPOSITS ACCEPTED FROM DIRECTORS OF THE COMPANY
During the year under review the Company has accepted Loan, from its Wholetime Director upto a tune of Rs. 7,35,00,000 (Seven Crore Thirty Five Lakhs). Also, the said transaction falls under the category of Related Party Transactions & is detailed in notes to accounts.
13. DETAILS RELATED TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013
. The Company has not accepted any deposit from the public within the- provisions of Section73 of the Companies Act,2013 &Companies (Acceptance of Deposits) Rules, 2014.There are no outstanding deposits from public as on 31st March. 2019.
IV AUDITORS & THEIR REPORTS
Pursuant to the section 139 & other applicable provisions to Statutory Auditors under the Companies Act, 2013, M/s. SMAK & Co. (formerly known as M/s Atishay & Associates), Chartered Accountants. Indore (Firm Registration No. 020120C), were appointed as Statutory Auditor of the Company w.e.f. 19th. September, 2017 i.e, from the conclusion of 18th Annual General Meeting of the Company till the Conclusion of 23rd Annual General Meeting of the Company.
In accordance with the Companies (Amendment) Act, 2017, the matter related to the ratification of appointment of the Statutory Auditor by members at the Annual General Meeting of the Company is no more required.
STATUTORY AUDITORS REPORT
There are no qualifications, reservations, adverse remarks or disclaimers in the Auditors Report for the financial year 2018-19.
During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board finder section 143(12) of the Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. the Company has appointed Mr. Ashish Karodia.
Practicing Company Secretary (Membership No. F6549: COP No. 6375), to undertake the Secretarial Audit of the Company for the Financial year 2018-19.
SECRETARIAL AUDITORS REPORT
The Secretarial Audit Report for the financial year 201819 in prescribed format MR-3 is annexed as Annexure 2 to the Boards Report. There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Audit Report
15. NUMBER OF MEETINGS OF TEE BOARD AND INDEPENDENT DIRECTORS
During tire year under review the Board of Directors met four (4) times on 29th May, 2018, 13th August, 2018, 13th November, 2018 & 14th February, 2019.
Pursuant to the requirements of Schedule IV to the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was also held on 1.4th February, 2019 without the presence of non-independent directors and members of the management, to review the performance of nonindependent directors and the Board as a whole, the performance of the Chairman of the Company and also to access the quality, quantity and timeliness of the flow of information between the Company management and the Board.
16. AUDIT COMMITTEE
As on 31st March, 2019, the Audit Committee of the Board of Directors of the Company comprised of three (3) members namely Mrs. Yamini Karmarkar, Mr. Prakash Dandekar & Mr. Anurag .Mundra, majority of them being Independent Directors except Mr. Anurag Mundra, who is a Whole Time Director.Mrs. Yamini Karmarkar being an Independent Director is the Chairperson of the Audit Committee.
The Board accepted the recommendations of Audit Committee whenever made by the Committee during the year.
17. OTHER COMMITTEES OF THE BOARD
As prescribed under the Companies Act, 2013 & SEBI(Listing Obligations& Disclosure Requirements) Regulations, 2015 the Board of Directors of your Company has the following mandatory committees along with Audit. Committee as discussed in point no. 16 of this Report:
1. Nomination and Remuneration Committee
2. Stakeholders Relationship Committee 3. Compensation Committee
4. Corporate Social Responsibility Committee
The details of the committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with, the provisions of Section 152 of the Companies Act, 2013 and the Companys Article of Association, Mr. Shyamsunder Mundra (DIN: 00113199), Chairman & Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.
The Board recommends the re-appointment of Mr. Shvamsunder Mundra, for the consideration of the members of the Company at the ensuing Annual General Meeting. The brief resume of the Director and other related information has been provided in the notes to the Notice convening 20th Annual General Meeting (AGM) of the Company.
Further, as per declaration received from the Director of the Company pursuant to Section 164 of the Companies Act, 2013,the Board apprised the same and found that the director is not disqualified from holding office as director.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act,2013 & section 2(51.) of the Companies Amendment Act, 2017, the following are designated as Key Managerial Personnel of your Company by the Board:
During the year under review, Ms, Shilpi Singh, Company Secretary & Compliance Officer resigned from the position of Company Secretary & Compliance officer of the Company w.e.f. 31st May, 2019. The Board has appointed Ms. Saloni Naidu (Membership No. A59058) as Company Secretary & Compliance Officer ofthe Company w.e.f. 14th June, 2019,
|1,||Mr. S.S. Mundra||Chairman & Managing Director|
|2.||Mr. VikalpMundra||Joint Managing Director|
|3.||Mr. Anurag Mundra||Joint Managing Director & CFO|
|4.||Ms, Saloni Naidu||Company Secretary & Compliance Officer w.e.f. 14th June, 2019.|
19. INDEPENDENT DIRECTORS
a) Declaration by Independent Director: All the Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013& .Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
b) Familiarization Programme : As per Regulation 25(7)of SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015,the details of the Familiarization programme for Independent Directors have been detailed out in Corporate Governance Report forming part of this Annual Report & is also disclosed on website of the Company i.e. www.ujaas.com
c) Meeting : Pursuant to the- requirement of Schedule IV to the Companies act ,2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015,a separate meeting of the Independent Directors of the Company was held on 14th Febraary,2019,Further, the details of Meeting of Independent Directors of the Company is given in Corporate Governance Report, forming part of Annual Report.
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification (s) or re- enactment(s) thereof for the time being in force), the Directors of the Company confirms that: -
a) In the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b) The Directors have approved the accounting policies and have applied consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state, of affairs of the Company as at March 31,2019 and of the profit of the Company for the financial year ended on March 31, 2019;
c) Proper and sufficient care has been taken for the maintenance of adeqiiate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems are adequate and operating effectively,
21. BOARD EVALUATION
Pursuant to the relevant provisions of the Companies Act,2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015, the Board has carried out an annual evaluation of its own performance, performance of its directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Chairman. & NonIndependent Directors was carried out by the Independent Directors.
The Board of Directors expressed their satisfaction with the .evaluation process. More details on the same is given in the Corporate Governance Section forming part of this Annual Report.
22. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a whistle blower policy to report genuine concerns or grievances. The whistle blower policy has been posted on the website of the Company www.ujaas.com .
The policy is in the line with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015.
23. CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY (CSR Intiatives)
The brief outline of the corporate social responsibility (CSR) policy of the Company and. the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 3 of this report in the format prescribed in the Companys (Corporate Social Responsibility policy) Rules, 2014.
The Companys policy on. CSR is available on the Companys website www.njaas.com
24. RISK MANAGEMENT FRAMEWORK
The Company has laid down a well defined Risk Management mechanism covering the risk mapping & analysis, risk exposure, potential impact & risk mitigation measures. A detailed exercise is carried out every year to identify, evaluate, manage & monitor the principle risks that can impact the Companys ability to achieve its strategic & financial objectives.
The Board periodically reviews the risks & suggests steps to take control & mitigate the same through a properly defined framework. The Company has framed a Risk Management Policy to identify & assess the key risk areas, monitor &report compliance & effectiveness of the policy & procedure. The Companys policy on Risk Management is available on the Companys website www.ujaas.com
25. INTERNAL FINANClAL CONTROL SYSTEM
The details in respect of Internal Financial Control and their Adequacy are included in the Management Discussion and Analysis Report which, is a part of this Report
26. CORPORATE GOVERNANCE
Your Company believes in adopting best practices of Corporate Governance. In Compliance with Regulation 34 of the Listing Regulations, a Separate report on Corporate Governance along-with a Certificate from the Auditors on its Compliance, forms an integral part of this report.
27. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,the Management Discussion and Analysis Report forms an integral, part of this report and. gives details of the overall industry structure, economic developments, segment wise performance, outlook, risk and concerns, internal control system and their adequacy and other material, development during the financial year 2018-19.
28. NOMINATION AND REMUNERATION POLICY
The Nomination & Remuneration Committee has framed a policy for selection & appointment of Directors including determining qualifications & independence of Directors, Key Managerial Personnel, Senior Management personnel & their remuneration as part of its charter& other matters as provided under Section 178(3) of the Companies Act, 2013. An extract of the policy covering these requirements is provided as Annexure 4 of Boards Report. We affirm that the remuneration paid to Directors is as per the remuneration policy of the Company. The Nomination and Remuneration policy of the Company is available on the Companys websitewww.ujaas.com
29. PARTICULARS OF EMPLOYEES
Details pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and are annexed herewith as Annexure 5 of Boards Report.
The Company had 213 employees as at March 31,2019. None of the employees of the Company were in receipt of remuneration of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month during the year under review.
30. REGISTRAR. AND TRANSFER AGENT
Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). M/s. Bigshare Services Pvt. Ltd., Mumbai is our registrar for electronic connectivity with NSDL and CDSL. In view of the numerous advantage offered by the Depository System, members are requested to avail of the-facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid-
31. LISTING STATUS
Companys shares are listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid annual listing fee for Financial Year 2019-20 of both the stock exchanges in time. There was no suspension of trading during the year under review.
32. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational development including IIMs and IITs. This is a part of Corporate HR function and is a critical piliar to support the organizations growth and its sustainability in the long run. Companys Industrial relations continued to be healthy, cordial and harmonious during the period under review.
33. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliance environmental regulations and preservation of natural resources.
34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Compliant received regarding sexual harassment All women employees (permanent, temporary, contractual & trainee) are covered under this policy. The Company regularly conducts awareness programmes. There was no case of Sexual harassment reported during the year under review. The detailed description for the same is given in Corporate Governance Report, forming part of Annual. Report.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE
No significant and/or material, orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company during the year under review.
36. EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 as at March. 31,2019 forms part of this report as Annexure-1.
37. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Boards Report,
38. DISCLOSURES ON CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) ofthe Companies Act 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 6.
39. BUSINESS REPORTING FRAME WORK
Business responsibility reporting as required by Regulation 34(2)(fj ofthe SEBI (Listing Obligations and Disclosure Requirements), 2015 with Stock Exchange is not applicable to your company for the financial year end rug 31st March, 2019.
The Company has taken adequate insurance cover for all its movable & immovable assets for various types of risks.
41. PREVENTION OF INSIDER TRADING & CODE OF CONDUCT
The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of insider trading) Regulation, 2015 with a view to regulate trading in securities by the directors and designated employees of the Company. The Code requires pre-clearance for dealing in the companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the Trading window is closed. The Board is responsible for implementation of the Code. All Board members and the designated employees have confirmed compliance with Code.
The Insider trading policy of the company covering code of practices and procedure for fair disclosure of unpublished price sensitive information, and code of conduct for the prevention of insider trading is available on the website of the company at www.ujaas.com
42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)
The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.
43. CAUTIONARY STATEMENT
Statements in this Report and the management discussion and Analysis may be forward looking within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statements. Certain factors that could affect the Companys operations include increase in price of inputs, changes in Government regulations, tax laws, economic conditions and other factors.
Your Directors wish to place on record their deep appreciation to our Shareholders, Customers, Business Partners, Vendors, both International & Domestic, Bankers, Financial Institntions & Academic Institutions.
Your Directors also thank the Government of India, the Government of various states in India and concerned Government Departments and. agencies for their cooperations. We, place on: record our appreciation for the contribution made by our Employees at all levels.
|For & On Behalf of the Board of Directors|
|Place: Indore||Chairman & Managing Director|
|Date 15th July, 2019||DIN:00113199|