Ujaas Energy Ltd Directors Report.

Dear Members,

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Your Directors have pleasure in presenting the18 Annual Report of Ujaas Energy Limited ("the Company" or "Ujaas") on the business and operations of the Company along-with the Audited Financial Statements, for the Financial Year ended March 31, 2017.

1. COMPANY OVERVIEW

Ujaas is one of the leading solution provider 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. HIGHLIGHTS OF FINANCIAL RESULTS

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

On consolidated levels, Gross Revenue from operations for FY was INR 47443.56 lakh (Previous year INR 27711.72 lakh), registering a growth of 71.20%. The consolidated net profit for the year stood at INR 3685.76 lakh against INR 2029.44 lakh in the previous year.

The Company shifted its focus from transformer manufacturing to solar power generation in financial year 2010-11. The Company continues to operate its Solar business in three segments which are Solar Parks, EPC and Rooftop segment with an installed capacity of around 81 MW in financial year 2016-17.Thetransformer segment is no more reported under segment reporting as the revenue generated from the transformer segment is less than 10% of total revenue for the financial year 2016-17

PARTICULARS STANDALONE CONSOLIDATED
2016-17 2015-16 2016-17 2015-16
Revenue from Operations 47443.56 27711.72 47443.56 27711.72
Other Income 456.57 234.64 445.14 225.71
Total Expenses 40433.40 21458.10 40368.10 21508.24
EBITDA* 7466.73 6488.26 7520.60 6429.19
Depreciation 813.34 798.74 813.34 798.74
Interest and other borrowing cost 1811.44 1549.38 1811.44 1549.38
PBT(profit before tax) 4841.95 4140.14 4895.82 4081.07
Tax expenses 1210.06 2051.63 1210.06 2051.63
PAT (profit after tax) 3631.89 2088.51 3685.76 2029.44
EPS (earning per share) 1.82 1.04 1.84 1.01
APPROPRIATION:-
Profit of the year 3631.89 2088.51 3685.76 2029.44
Add: Balance brought forward from previous year 8033.86 6334.74 7968.72 6328.67
Balance available for appropriation 11665.75 8423.25 11654.48 8358.11
General reserve - 208.85 - 208.85
Dividend- Interim Dividend - 150.00 - 150.00
Tax on equity dividend - 30.54 - 30.54
Balance carried to balance sheet 11665.75 8033.86 11654.48 7968.72

*Earning before finance cost, tax and depreciation and amortization expenses.

3. COMPANYS PERFORMANCE

Your Company reported a healthy top-line growth of 71.20% over the previous financial year on both standalone and consolidated basis.At Standalone level, the Gross Revenue from operations stood at INR 47443.56 lakh compared to INR 27711.72 lakh in the previous financial year. The Net Profit of the Company stood at INR

3631.89 lakh against INR 2088.51 lakh reported in the previous year.

Segment-wise Revenue details are given in the below: -

REVENUE FROM Yearly Revenue
DIFFERENT SEGMENTS

(Amount in Rs. Lakhs)

2017 2016
Solar Power Plant Operation Business 3113.14 2995.27
Manufacturing and sale of solar power system 44330.42 24341.90

4. DIVIDEND AND RESERVES

During the year under review, your Directors recommend a dividend of 5% i.e., INR 0.05 per Equity Share of face value of INR

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1/- each in its meeting held on 29 May,2017. The dividend on Equity Shares, if approved by the members would involve a cash outflow of INR 100 lakh (excluding the dividend tax for the FY 2017).

During the year under review, there is no transfer to general reserves as it is not a mandatory requirement under the Companies Act, 2013

5. SUBSIDIARIES, ASSOCIATES, JOINT VENTURESAND CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, the Company by passing a Board

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Resolution dated 29 March,2017 sold its entire stake in its wholly own subsidiary in Hongkong named as Ujaas Energy HK Limited at an agreed consideration of (1HKD) (equivalent to INR 8/-).

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As on 31 March, 2017, there are 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 salient 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 businesses.

The Consolidated financial statements of the Company including all subsidiaries duly audited by the Statutory auditors are presented in the Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and where applicable, SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India. The Audited financial statements of these entities are reviewed by the Audit Committee and the Board of Directors.

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.

6. ACCOLADES& RECOGNIZATION:

During the year under review:

- Your company was recognized by the Economic Times, Best Infrastructure Brand 2016 and was featured in Economic Times, Best infrastructure brand-coffee table book for the contribution of Ujaas in Indian Infrastructural Development.

- Ujaas was found as one of the Best Companies and was enlisted in ASSOCHAM Indias TOP SME 50 Index.

- The Company was also featured by (Sour) Energy International magazine as 2016 Solar Superstar in its December 2016 edition.

7. CREDIT RATINGS

CRISIL RATING

During the year under review, CRISILhas assigned a credit rating

CRISIL -A-/Stable rating for long term bank loan facilities reflecting adequate degree of safety regarding timely servicing of financial obligations and CRISIL A2+ rating for the short-term bank loan facilities reflecting strong degree of safety regarding timely payment of financial obligations.

CARE

CARE has assigned and reaffirmed CARE A3+ rating for short term bank facilities reflecting the highest degree of safety regarding timely servicing of financial obligations and CARE BBB rating for the long-term bank facilities reflecting a moderate degree of safety regarding timely servicing of financial obligations.

SOLAR ENERGY GRADING

During the year under review, CARE has assigned SP-1A in Solar Energy Grading for System integrated (PV) of our Company under the Ministry of New and Renewal Energy Scheme (MNRE) for accreditation of channel partners. SP-1A grading indicated highest performance capability and highest financial strength.

8. 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, 2017 stood at Rs.20,00,00,000 (Twenty

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Crore). As on 31 March 2017, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

9. RELATED PARTY TRANSACTIONS

All transactions entered into with the Related Parties in terms of Section 2(76) and Section 188 of the Companies Act, 2013, Rules issued thereunder read with Regulation 2(zc) and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the Financial Year were in the nature exempted being transactions between the Company and its 100% Subsidiary. During the Financial Year 2016-17, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. The details of the related party transactions as required under AS-18 are set out in Notes to Accounts forming part of this Annual Report and disclosed vide form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 and rules made thereunder.

The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure 2 to this report.

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.

10. 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. 27 Crore with the approval of the Board of Directors in its meeting held on 27th February, 2017. The loan amount accepted was 10% of the consolidated stturnover for the year ended 31 March, 2016.Hence, the transaction was approved by Audit Committee and Board of Directors. Also, the said transaction falls under the category of related party transactions and the details are set out in Notes to Accounts.

11. DETAILS RELATED TO DEPOSITS COVERED UNDER

CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted any fixed deposits from public within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Amendment Rules, 2015. There are no outstanding deposits from public as on March 31, 2017.

12. 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.

13. AUDITORS & THEIR REPORTS

- STATUTORY AUDITORS

M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (firm registration number no. 0743C) hold office till the conclusion of the ensuing Annual General Meeting of the Company, in terms of proviso to sub-section (2) of Section 139 of the Act, and the Rules made thereunder. The Board has recommended the appointment of M/s.Atishay& Associates Chartered Accountants, (Firm Registration No. 020120C:) as the Statutory Auditors of the Company in their place, for a First term of five consecutive years,

from the conclusion of the 18 Annual General Meeting of the Company scheduled to be held on 19 September, 2017 till the conclusion of the 23 Annual General Meeting to be held in the year 2022, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

Your Company has received written consent and certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014.

STATUTORY AUDITORS REPORT

There are no qualifications, reservations, or adverse remarks in the Auditors Report for the financial year 2016-17.

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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ashish Karodia, Practicing Company Secretary (Membership No. F6549; COP No. 6375), to conduct the Secretarial Audit of the Company for financial year 2016-17.

SECRETARIAL AUDITORS REPORT

The Secretarial Audit Report for the financial year 2016-17 in prescribed format MR 3 is annexed as Annexure 8 to the Boards Report.

There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

14. NUMBER OF MEETINGS OF THE BOARD AND

INDEPENDENT DIRECTORS

During the year under review the Board of Directorsmet seven (7) times on 21 May, 2016 , 28 June, 2016, 6 August, 2016, 28 October, 2016, 13 February, 2017, 27 February, 2017 and 29 March, 2017.

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 27 February, 2017, 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.

15. AUDIT COMMITTEE

As on March 31, 2017 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 details regarding meeting and attendance of the members have been mentioned to the Corporate Governance Report.

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

16. OTHER COMMITTEES OF THE BOARD

As per the requirements of the Companies Act, 2013 and relevant Regulations os SEBI (Listing Obligations and 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.15 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.

17. 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.Anurag Mundra (DIN: 00113172), Joint Managing Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The board recommends the re-appointment of Mr. Anurag Mundra, 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 calling 18 Annual General Meeting 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

During the year there was no change in the Key Managerial personnel from that of reported in the last Annual Report. In terms of Section 203 of the Act, the following are designated as Key Managerial Personnel of your Company by the Board:

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
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(w.ef. 28 June16)

During the year under review, Ms. Monika Choukse, Company Secretary and Compliance Officer of the Company resigned w.e.f

28 June, 2016. The Board places on record their deep appreciation for the valuable contributions made by her during her tenure as Company Secretary & Compliance Officer of the Company. The

Board at its meeting held on 28 June, 2016 appointed Ms. Shilpi Singh (Membership No. A35225) as Company Secretary & Compliance Officer of the Company.

18. DECLARATION BY INDEPENDENT DIRECTORS

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 Obligation and Disclosure Requirements)Regulations, 2015.

As per Regulation 25(7) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the details of the familiarization programme for Independent Directors have been detailed out in the Corporate Governance Report forming part of this Annual Report and is also disclosed on website of the Company www.ujaas.com.

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

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Independent Directors of the Company was also held on 27 February, 2017, 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.

19. 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, 2017, 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, 2017 and of the profit of the Company for the financial year ended on March 31,2017;

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.

20. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17(10) of the Listing

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Regulations and the circular issued by SEBI dated 5 January 2017 with respect to Guidance Note on Board Evaluation.

More details on the same is given in the Corporate Governance Section forming part of this Annual Report.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

FOR DIRECTORS AND EMPLOYEE

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.

22. CORPORATE SOCIAL RESPONSIBILITY

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 the this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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

23. ENTERPRISE RISK MANAGEMENT

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. 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 websitewww.ujaas.com.

24. 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.

25. 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 alongwith a Certificate from the Auditors on its Compliance, forms an integral part of this report.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

In terms of Regulation 34 of the SEBI (LODR) 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 2016-17.

27. 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.

28. 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. As per section 136(1) of the Companies Act 2013, shareholder interested in obtaining the complete particular of Annexure 6 may write to CS of the company.

The Company had 402 employees as at March 31,2017. 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.

29. 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.

30. LISTING STATUS

The Companys shares are listed with BSE Limited and National Stock Exchange of India Limited. The company has paid annual listing fee for Financial Year 2017-18 of both the stock exchanges in time. There was no suspension of trading during the year under review.

31. 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.

32. 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.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS/COURTS/TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

34. EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (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, 2017 forms part of this report as Annexure -3.

35. 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.

36. INFORMATION REQUIRED UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT, 2013:

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.

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), Regulations, 2015 with stock exchange is not applicable to your Company for the financial year ending 31st March 2017.

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 AND 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 periodwhen the Trading window is closed .The Board is responsible forimplementation of the Code. All Board members and the designatedemployees have confirmed compliance with Code.

The Insider trading policy of the company covering code of practices andprocedure for fair disclosure of unpublished pricesensitive informationand code of conduct for the prevention of insider trading is available onthe website of the company at www.ujaas.com

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.

APPRECIATION

The Directors thank the Companys 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 co-operation. The Directors appreciate and value the contribution made by every member of UJAAS Family.

For & On Behalf of the Board S.S. Mundra Chairman & Managing Director DIN : 00113199

Place : Indore

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Date : 14 August, 2017

Annexure 1

Form AOC-1

. 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, 2017 (acquired on 16/7/14)

March 31, 2017 (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= 64.8386 UGX

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4. Share Capital 13.73 574.72 -
5. Reserve & Surplus -10.02 -1026.82 -
6. Total Assets 38.79 1509.80 -
7. Total Liabilities 38.79 1509.80 -
8. Investments - - -
9. Turnover - - -
10. Profit before taxation -4.41 -246.48 -
11. Provision for taxation - - -
12. Profit after taxation -4.41 -246.48 -
13. Proposed Dividend - - -
14. % of shareholding 100

Notes:

1. All Subsidiaries are yet to commence operations

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

3. Names of subsidiaries which have been liquidated or sold during the year: Ujaas Energy HK Limited

Annexure 2

FORM NO. AOC-2

(Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

A. Detail of contract or arrangement or transaction not at arms length basis:

Name(s) of the related party Nature of relation ship Nature of transaction Duration of Transaction Salient features of the transaction Transac tion value Justificatio n for transaction Date(s) of approval by the Board Amount paid as advances Date of special resolution
1 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

B. Detail of material contracts* or arrangement or transaction at arms length basis

Name(s) of the related party Nature of relationship Nature of transaction Duration of Transaction Transaction value (million) % to Consolida ted revenue Date (s) of approval by the Board, if any Amount paid as advances
1 Nil Nil Nil Nil Nil Nil Nil Nil

*Note: As defined under SEBI (LODR) Regulations, 2015 and adopted by the Board of directors in the Related Party Transactions Policy of the Company, "Material Related Party Transaction" means a transaction with a related party if the transaction(s) to be entered into individually or taken together with previous transactions during a Financial Year, exceeds 10% of the annual consolidated turnover of the Company as per last audited Financial Statements of the Company.

NONE; DURING THE REPORTING PERIOD, THERE WAS NO MATERIAL* CONTRACT OR ARRANGEMENT OF THE COMPANY.

For & on behalf of the Board

Shyam Sunder Mundra

Chairman &Managing Director

DIN: 00113199 th

August 14 , 2017, Indore