Ujaas Energy Ltd Directors Report.

Dear Members,

Your Directors have great pleasure to present the 19th Annual Report of Ujaas Energy Limited ("the Company" or "Ujaas") on the business and operations of the Company alongwith the Audited Financial Statements, for the Financial Year ended 31st March 2018.

1. COMPANY OVERVIEW

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 its corporate headquarters in Indore (M.P.).

2. FINANCIAL HIGHLIGHTS

The Companys financial performance both on standalone as well as consolidated basis, for the year under review along with previous figures are given hereunder:

(Rs. in lakh except for EPS)

PARTICULARS STANDALONE CONSOLIDATED
2017-18 2016-17 2017-18 2016-17
Revenue from Operations 33417.31 48634.78 33417.31 48634.78
Other Income 326.85 432.89 321.72 421.45
Total Expenses 29378.82 41613.70 29378.82 41548.41
EBITDA* 4365.34 7453.97 4360.21 7507.82
Depreciation 822.00 816.56 822.00 816.56
Interest and other borrowing cost 1692.23 1835.27 1692.23 1835.27
PBT(profit before tax) 1851.11 4802.14 1845.98 4855.99
Tax expenses 150.26 1208.9 150.26 1208.9
PAT (profit after tax) 1700.85 3593.24 1695.72 3647.09
EPS (earning per share) 0.85 1.80 0.85 1.82

3. PERFORMANCE REVIEW & COMPANYS STATE OF AFFAIRS

Your Company has reported 28.88% downfall in its annual turnover in comparison to the previous year due to the impact of GST, delay in project execution & drastic slowdown in the market since July 01, 2017. During the F.Y. under review, at Standalone level, the Gross Revenue from operations stood at INR 33,417.31 lakh as compared to INR 48,634.78 lakh in the previous year. The Net Profit of the Company stood at INR 1,700.85 lakh against INR 3,593.24 lakh reported in the previous year.

On consolidated basis, Gross Revenue from operations for the F.Y. under review was INR 33,417.31 lakh (Previous year INR 48,634.78 lakh). The consolidated net profit for the year stood at INR 1,695.72 lakh against INR 3,647.09 lakh in the previous year.

Segment-wise Revenue details are as under: -

REVENUE FROM DIFFERENT Yearly Revenue (INR in Lakh)
2018 2017
SEGMENTS
Solar Power Plant Operation Business 3155.84 4285.67
Manufacturing and sale of solar power system 30261.47 44349.11

4. DIVIDEND

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, 2018, there were no associates and joint ventures within the meaning of Section 2(6) of the Companies Act, 2013 and your Company has 2 (two) subsidiary companies whereby 1(one) is a wholly own subsidiary incorporated in Uganda named as Eizooba Energy One Limited and a subsidiary named as Ujaas Energy Limited (registered at RAK offshore Dubai) wherein, no capital has been deployed yet.

A statement containing silent features of the financial of the Companys subsidiaries is annexed in Annexure-1 to this report in form AOC-1. However, all the subsidiaries are yet to commence their business.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the Company and its subsidiary companies upon request and it shall also be made available on the website of the Company i.e., www.ujaas.com. The Annual accounts of the subsidiary companies shall also be kept at the registered office of the Company for inspection of the same by any shareholder.

The Companys policy on determining material subsidiary is available on our website www.ujaas.com.

The Consolidated financial statements of the Company including all subsidiaries duly audited by the Statutory Auditors are presented in the Annual Report. The consolidation of financial statements is done in accordance with the Companies Act, 2013 and Indian Accounting Standards issued by the Institute of Chartered Accountants of India as applicable on the Company w.e.f. 1st April 2017. The consolidated financial statements form an integral part of the Report. The Audited financial statements are reviewed by the Audit Committee and the Board of Directors.

7. SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company. The paid-up Equity Share capital of the Company as at March 31, 2018 stood at Rs. 20,00,00,000 (Rupees Twenty Crore). As on 31st March 2018, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

8. EMPLOYEES STOCK OPTION SCHEME

Currently the Company has 1(one) Employee Stock Option Scheme namely "Ujaas Employee Stock Option Scheme 2015" ("ESOS 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. During the year under review, the Compensation Committee had granted 11,19,000 stock options to the eligible employees under the scheme. 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.

The Disclosure with regard to Regulation 14 of SBEB Regulations is annexed as Annexure - 8 to this report and is also available on the website of the Company under https://www.ujaas.com/esos/

9. CREDIT RATING

During the year under review, CRISIL has assigned a credit rating CRISIL-BBB+ rating for long term bank loan facilities and "CRISIL A2" rating for the 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 Party Transaction as approved by the Board of Directors has been uploaded on the website of the company at www.ujaas.com

11. LOAN GUARANTEES AND INVESTMENTS

The Company has given loans to its wholly own subsidiaries, which is exempted under the provisions of Section 186 of the Companies Act, 2013. Further, Details of Loans, Guarantees and Investments 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 accepted loans from its Whole-time Directors upto a tune of

Rs. 1,65,00,000 (Rupees One crore sixty-five lakhs only) pursuant to the approval of the Board in their meeting held on 14th August, 2017, in addition to the loan of

Rs. 27,00,00,000 (Rupees Twenty seven Crore only) taken from them in F.Y.2016-17 with the approval of the Board of Directors in their meeting held on 27th February, 2017. Also, the said transaction falls under the category of related party transactions and 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 fixed deposit from the public within the provisions of Section 73 of the Companies Act, 2013 & Companies (Acceptance of Deposits) Rules, 2014.There are no outstanding deposits from public as on 31st March, 2018.

14. AUDITORS & THEIR REPORTS

STATUTORY AUDITORS

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 (date of last Annual General Meeting).

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, or adverse remarks in the Auditors Report for the financial year 2017-18.

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

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 2017-18.

SECRETARIAL AUDITORS REPORT

The Secretarial Audit Report for the financial year 2017-18 in prescribed format MR-3 is annexed as Annexure 3 to the Boards Report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

15. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS

During the year under review the Board of Directors met four (4) times on 29th May 2017, 14th August 2017, 10th November 2017 & 13th February 2018.

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 13th February, 2018, without the presence of non-independent directors and members of the management, to review the performance of non-independent 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, 2018, the Audit Committee of the Board of Directors of the Company comprised of three (3) members namely Mr. Santosh Muchhal(*), Mrs. Aarti Jhaveri(*) and Mr. Anurag Mundra, majority of them being Independent Directors except Mr. Anurag Mundra, who is a Whole Time Director. Mr. Santosh Muchhal being an Independent Director is the Chairman of the Audit Committee. The Committee was reconstituted w.e.f. 2nd April, 2018 comprising of Mrs. Yamini Karmarkar(**) as a Chairperson of the Committee & Mr. Prakash Dandekar(**) & Mr. Anurag Mundra as members of the Committee.

The Board accepted the recommendations of Audit Committee whenever made by the Committee during the year.

Note:

(*) Mr. Santosh Muchhal & Mrs. Aarti Jhaveri retired from the directorship of the Company & therefore ceased to be the members of the Committee w. e. f. the closing hours of 31.03.2018.

(**) Mrs. Yamini Karmarkar was made Chairperson & Mr. Prakash Dandekar was made a member of the Committee w.e.f. 02.04.2018.

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 DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Article of Association, Mr. Vikalp Mundra (DIN: 00113145), Joint Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Pursuant to Section 149 of the Companies Act, 2013, Schedule IV & all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment & Qualification of Directors) Rules, 2014, Mr. Piyush Kumar Sinha (DIN: 00484132) was appointed as an Additional (Independent & Non-executive) Director w.e.f.13.02.2018 & Mrs. Yamini Karmarkar (DIN: 07543128) & Mr. Prakash Dandekar (DIN: 08082848) as an Additional (Independent & Non-executive) Director w.e.f.29.03.2018.

The Board recommends the re-appointment of Mr. Vikalp Mundra, & appointment of Mr. Piyush Kumar Sinha, Mrs. Yamini Karmarkar & Mr. Prakash Dandekar, for the consideration of the members of the Company at the ensuing Annual General Meeting. The brief resume of the Directors and other related information has been provided in the notes to the Notice convening 19th Annual General Meeting (AGM) of the Company. Further, as per declarations received from all the Directors of the Company pursuant to Section 164 of the Companies Act, 2013, the Board apprised the same and found that none of the director is 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:

S. No Name Designation
1. Mr. S.S. Mundra Chairman & Managing Director
2. Mr. Vikalp Mundra Joint Managing Director
3. Mr. Anurag Mundra Joint Managing Director & CFO
4. Ms. Shilpi Singh Company Secretary & Compliance Officer

19. INDEPENDENT DIRECTORS a) Declaration by Independent Director: All the Independent Directors have submitted declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013. So, as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of SEBI (Listing Obligations and 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 also held on 13th February, 2018, without the presence of non-independent directors & members of the management, to review the performance of non-independent directors & the Board as a whole, the performance of the Chairman of the Company & also to access the quality, quantity & timeliness of the flow of the information between the Company management & the Board.

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) 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, 2018, 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, 2018 and of the profit of the Company for the financial year ended on March 31, 2018; c) Proper and sufficient care has been taken for the maintenance of adequate 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 & Non-Independent 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 4 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.ujaas.com

24. RISK MANAGEMENT FRAMEWORK

In terms of respective provisions of Companies Act, 2013 read with relevant rules and relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Risk management is embedded in your Companys operating framework. The Company has laid down a well defined risk management mechanism covering the risk mapping & analysis, risk exposure, potential impact& risk mitigation measures. Your Company believes that managing risk helps in maximizing returns. The Companys approach to addressing Business Risks is comprehensive and includes periodic reviews of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Risk management framework is reviewed periodically by the Board and Audit Committee. Some of the Risks that the Company is exposed to are:

• Strategic Risk

• Operational Risk

• Financial Risk

• Regulatory Risk

The Companys policy on Risk Management is available on the Companys website www.ujaas.com.

25. INTERNAL FINANCIAL 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(3) and Schedule V 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 2017-18.

28. NOMINATION AND REMUNERATION POLICY

The Board of Directors of the Company approved a Nomination and Remuneration Policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. An extract of the policy covering these requirements is provided as Annexure 5 of Board report. We affirm that the remuneration paid to Directors is as per the remuneration policy of the Company. There has been no change in the policy since last fiscal.

The Nomination and Remuneration policy of the Company is available on the Companys website www.ujaas.com.

29. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

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 6 of Board Report. The Company had 441 employees as at March 31, 2018. 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 2018-19 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 pillar 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.

As required by the Sexual Harassment of Woman 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 and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. All Women employee (permanent, temporary, contractual and trainee) are covered under this policy.

There was no case of sexual harassment reported during the year under review.

34. 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.

35. 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, 2018 forms part of this report as Annexure-2.

36. 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 directors report.

37. 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) of the Companies Act 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 7.

38. BUSINESS REPORTING FRAMEWORK

Business responsibility reporting as required by Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 with stock exchange is not applicable to your company for the financial year ending 31st March, 2018.

39. INSURANCE

The Company has taken adequate insurance cover for all its movable & immovable assets for various types of risks.

40. 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.

41. 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.

42. 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.

43. APPRECIATION

Your Directors wish to place on record their sincere thanks to all the employees, Customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, the Government of various states in India and concerned Government Departments and agencies for their cooperations. The Directors appreciate and value the contribution made by every member of UJAAS Family.

For & on Behalf of the Board of Directors
S.S. Mundra
Place: Indore Chairman & Managing Director
Date:13.08.2018 DIN:00113199

Annexure 1 Form AOC-1

Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules 2014 in the prescribed Form AOC-1 relating to Subsidiary Companies:

S. No. Particulars 1 2
1. Name of the Subsidiary Eizooba Energy One Limited Ujaas Energy Limited *
2. Reporting period for the subsidiary concerned, if different from the holding companys reporting period March 31, 2018 (acquired on 16/7/14) March 31,2018 (acquired on 3/9/14)
3. a) Reporting currency INR UGX (in Lakhs) (in Lakhs) -
b) Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries 1 INR = UGX 55.91
4. Share Capital 13.73 574.72 -
5. Reserve & Surplus 15.27 1316.04 -
6. Total Assets 38.79 1509.80 -
7. Total Liabilities 38.79 1509.80 -
8. Investments Nil Nil -
9. Turnover Nil Nil -
10. Profit/(Loss) before taxation (5.13) (289.22) -
11. Provision for taxation Nil Nil -
12. Profit/(Loss) after taxation (5.13) (289.22) -
13. Proposed Dividend Nil Nil -
14. % of Shareholding 100

*No funds have been deployed in Ujaas Energy Limited, Dubai.

1. All subsidiaries are yet to commence operations .

2. No subsidiary has been liquidated or sold during the year 2017-18 Date: 13.08.2018 Place: Indore

ANNEXURE 5

NOMINATION AND REMUNERATION POLICY

UJAAS ENERGY LIMITED

1. Purpose and Objectives

Human Resource is the most valuable asset of an organization. The Nomination and Remuneration Committee has been established by the Board. This policy has been formulated in order to pay equitable remuneration to the officers of the Company. Its primary function is to assist the Board in fulfilling its responsibilities in relation to compensation of the Companys officers and in the search for and evaluation of potential new Directors and by ensuring that the size, composition and performance of the Board is appropriate for the scope of the Companys activities. The Committee has overall responsibility for evaluating and recommending to the Board remuneration policy and practice which is consistent with and supports the strategic direction and objectives of the Company. In performing its duties, the Nomination and Remuneration Committee shall have direct access to the resources of the Company as it may reasonably require and shall seek to maintain effective working relationships with management.

2. Objective and Purpose of the policy a) Toformulatethecriteriafordeterminingqualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non Executive) and recommend to the Board policies relating to the remuneration of Directors, Key Managerial Personnel. b) To formulate the criteria for evaluation of performance of all the Directors on the Board; c) To devise a policy on Board diversity; d) The policy also addresses Committee member qualification, Committee member appointment and removal, Committee structure and operation and committee reporting to the Board;

3. Membership and Meetings

The following are the membership and meeting requirements of the Nomination and Remuneration Committee (the ‘Committee): (a) The Committee should consist of three or more non-executive directors out of which at least one half shall be independent director.

(b) The member Directors shall have the right to attend all meetings of the Committee at their own election. (c) Election and removal of members by the Board shall be by majority vote.

(d) The duties and responsibilities of the members of the Committee are in addition to those as a member of the Board of Directors.

(e) The Committee shall meet as per the requirement. (f) The Committee may invite the Chief Executive Officer/Managing Director (or equivalent), Chief Financial Officer (or equivalent) and other members of management to attend each meeting (though not necessarily for all the agenda). The Board shall appoint an executive as Secretary to the Committee. The Secretary, in conjunction with the Chairperson, is responsible for setting the meeting schedule for the year, circulating the meeting agenda and supporting material to all committee members and management representatives prior to each meeting. Normal committee distribution requirements for minutes, agendas and supporting material will apply.

4. Nomination and Remuneration Committee Responsibilities Nomination

The responsibilities of the Nomination and Remuneration Committee: (a) Review and make recommendations to the Board on the:

1. Appointment and removal of Directors;

2. Directors development and succession planning;

3. Size, skills and composition of the Board.

(b) Evaluate and make recommendations to the Board regarding the Boards performance.

Remuneration

(a) Review the competitiveness of the Companys executive compensation programs to ensure that: 1. the Company is able to attract and retain suitably qualified executives; 2. executives are motivated to achieve the Companys business objectives; and 3. the interests of key employees are aligned with the long term interests of shareholders.

(b) Ensure that the Company develops and implements appropriate programs in the following areas:

1. Recruitment, retention and termination of employment;

2. Senior management and staff development and succession planning;

3. Performance appraisal of employees;

4. Remuneration of employees including Non-executive Directors and Executive Directors

5. Short and long term incentive plans for employees;

6. Employee superannuation arrangements.

(c) Make recommendations to the Board in relation to: 1. the annual performance targets for Executive Directors and senior executives reporting to the CEO/MD; 2. the assessment of the performance of Executive Directors and senior executives reporting to the CEO/MD; 3. the annual remuneration of Executive Directors and senior executives reporting to the CEO/MD; 4. the annual remuneration assumptions and budget for the organisation.

(d) Review and make recommendations to the Board regarding:

1. Non-executive Directors fees;

2. Renewal/termination of senior executive service contracts;

3. Directors & Officers Liability insurance cover.

General:

- Provide the Board with minutes of Nomination and Remuneration Committee meetings and report the Committees actions to the Board with appropriate recommendations.

- Provide a statement for inclusion in the annual report that describes the Committees composition and how its responsibilities were discharged.

- Have the authority to conduct or authorise investigations into any matters within the Committees scope of responsibility. The Committee has the ability to retain independent counsel, professional advisors, or others to assist it in the conduct of any investigation.

- Review and update the Committees Charter for approval by the Board.

- Perform such other functions as assigned by the Board.

5. Committee Performance

The Board will from time to time evaluate the performance of the Committee to determine whether it is functioning effectively by reference to its Charter and to current best practice.

For & On Behalf of the Board of Directors
S.S. Mundra
Chairman & Managing Director
DIN:00113199
Place: Indore
Date: 13.08.2018

ANNEXURE 6

a) Information as per Section 197 of the Companies Act, 2013 read with the rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:

S. No. REQUIREMENTS DISCLOSURE
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year Name of Director Ratio
Mr. Shyam Sunder Mundra 6.67
Mr. Vikalp Mundra 5.83
Mr. Anurag Mundra 5.83
Mrs. Yamini Karmarkar NA
Mr. Prakash Dandekar NA
Mr. Piyush Kumar Sinha NA
1. For this purpose, sitting fees paid to Independent directors have not been considered as Remuneration.
2. The percentage increase in remuneration of each Director, Chief financial officer (CFO), Company Secretary(CS) in the financial year Name of Director / KMP Increase/ Decrease
Mr. Shyam Sunder Mundra (Chairman & MD) (75.00)%
Mr. Anurag Mundra (JMD & CFO) (75.00)%
Mr. Vikalp Mundra (JMD) (75.00)%
Mrs. Yamini Karmarkar NA
Mr. Prakash Dandekar NA
Mrs. Yamini Karmarkar NA
Ms. Shilpi Singh 5.56%
3. The Percentage increase in the median remuneration of the employees in the financial year During the year, the percentage increase in median remuneration of the employees as compared to previous year is (26.54)%
4. The number of permanent employees on the rolls of the Company There were 361 permanent employees as on March 31, 2018
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last year and its comparison with the percentile increase in the managerial remuneration and justifications thereof and point out if there is any exceptional circumstances for increase in the managerial remuneration. The average annual increase in salaries of employees was around 10.92% (other than managerial personnel), whereas remuneration to managerial personnel (except CS) is decreased by 55%
6. Affirmation that the remuneration is as per the remuneration policy of the Company The remuneration is as per the Nomination and Remuneration policy of the Company

 

For & On Behalf of the Board of Directors
S.S. Mundra
Place: Indore Chairman & Managing Director
Date: 13.08.2018 DIN:00113199

ANNEXURE 7

DISLOSURE ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section134(3)(m) of the Companies Act,2013 read with Rule8(3) of Companies (Accounts) Rules,2014 are set out hereunder:-

A. Conservation of Energy

Ujaas is putting its sincere efforts in contributing towards green energy. We have introduced various new products and solutions for producing clean energy. The Company aims at becoming the pioneer in "Generation of Green Energy". As, the nature of our operations is covered under conservation of energy itself. Hence there are no separate activities undertaken by the Company under the head of "Conservation of energy".

B. Technology Absorption

Research and Development (R & D)

R & D is a continuous activity instead of one-time activity. During the year under review, there were no R & D expenditure.

C. Foreign Exchange Earnings & Outgo

S. No. Particulars 2017-18 2016-17
1. Total Foreign Exchange Earned 5.13 11.43
2. Total Foreign Exchange Used 6287.16 16389.43

ANNEXURE 8

DISCLOSURES WITH RESPECT TO EMPLOYEES STOCK OPTION SCHEME PURSUANT TO REGULATION 14 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014 AS ON MARCH 31, 2018 AND THE DETAILS OF OPTIONS GRANTED UNDER VARIOUS ESOS OF THE COMPANY AS REQUIRED TO BE PROVIDED IN TERMS OF RULE 12(9) OF THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014:

There was no material change in the ESOS Schemes. The ESOS Scheme is in compliance with the regulations.

Further, the following details, inter alia, shall be disclosed on the companys website and a web-link thereto shall be provided in the report of board of directors.

A. Relevant disclosures in terms of Indian Accounting Standard (Ind AS - 102) under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015.

Members may refer to Note no. (j) contained in the Notes to Financial Statements forming part of Annual Financial Statements for the Financial Year ended on 31st March, 2018.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ‘Ind AS- 33- Earnings per Share under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015.

Diluted EPS before and after extraordinary items for the year ended 31st March, 2018 is 0.85. C. Details related to Employee Stock Option Scheme (ESOS) of the Company i. Description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS, including:

S. No. Particulars Employee Stock Option Scheme 2015
(i) Date of shareholders approval 23rd September, 2015
(ii) Total number of options approved under ESOS 40,00,000 options representing equity shares of a face value of Rs. 1/- each.
(iii) Vesting Requirements Options shall vest over a period of 3 years from the date of grant of options as under:
a) 30% on first anniversary of Grant Date
b) 35% on second anniversary of Grant Date and
c) 35% on third anniversary of Grant Date rounded up to whole numbers.
(iv) Exercise price/Pricing formula Rs. 1/-
(v) Maximum term of options granted 7years
(vi) Source of shares(primary, secondary or combination) Primary
(vii) Variation in terms of options None during the year

ii. Method used to account for ESOS (Intrinsic or Fair value): Fair Value iii. Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed.

Since the Company opts for expensing of the options using fair value, so the Company is not required to disclose impact of any difference arising due to intrinsic value and the fair value on profits and on EPS of the Company.Option Movement during the year (For each ESOS):

iv. Option Movement during the year:
Particulars Employee Stock Option Scheme, 2015
Number of options outstanding at the beginning of the period -
Number of options granted during the year 11,19,000
Number of options forfeited / lapsed during the year 15,000
Number of options vested during the year -
Number of options exercised during the year -
Number of shares arising as a result of exercise of options -
Money realized by exercise of options (INR), if scheme is implemented directly by the company -
Loan repaid by the Trust during the year from exercise price received -
Number of options outstanding at the end of the year 11,04,000
Number of options exercisable at the end of the year -
A. Weighted average exercise prices Re.1/-
B. Weighted-average fair values of options 14.25/-

v. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to a. Senior managerial personnel;

S. No Name of Employees Designation No. of Options granted in FY 2017-18 Exercise Price
1 Sumit Somani Business Head- Parks 10,00,000 Rs. 1/-
2 Pawan Kothari AVP-Strategy 76,000 Rs. 1/-
3 Rajesh Mehta Head- O&M 28,000 Rs. 1/-

b. any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; - Mr. Sumit Somani has been granted options more than 5% options of the total options granted during the year c. identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. - None vi. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: a. the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model;

Sl. No. Particulars 2017-18
(i) Weighted average risk-free interest rate 7.03%
(ii) Weighted average expected life of options 3.7 years
(iii) Weighted average expected volatility 56.51%
(iv) Weighted average expected dividends over life of the options 0.0033 per option
(v) Weighted average share price Rs. 15.11
(vi) Weighted average exercise price Rs. 1/- per share

b. the method used and the assumptions made to incorporate the effects of expected early exercise; - Black Scholes options pricing model. c. how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and Expected volatility is based on the historical volatility of the Companys share price applicable to the total expected life of each option. d. whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition; - None.

For & on Behalf of the Board of Directors
S.S. Mundra
Place: Indore Chairman & Managing Director
Date: 13.08.2018 DIN:00113199