Ujaas Energy Ltd Directors Report.
UJAAS ENERGY LIMITED
On behalf of the Board of Directors of your Company, it gives me great pleasure to submit the seventeenth (17 ) Boards Report on the business and operations of UJAAS ("the Company") alongwith the Audited Financial Statements for the Financial Year ended 31 March, 2016.
RESULTS OF OUR OPERATIONS & STATE OF AFFAIRS
Your Company has posted yet another year of good performance. The highlights of the financial results on standalone and consolidated basis are set out below:-
Whereas, on consolidated basis, the EBITDA is Rs. 6429.19 lakhs for the financial year ended March 31,2016 against Rs.4443.21 lakhs for the financial year ended March 31,2015.PAT is Rs. 2029.44 lakhs for the financial year ended March 31,2016 against that of Rs. 1167.83 lakhs for financial year ended March 31,2015.
The Company is focusing to become a solar power leader of the Country in the future. Hence, the resources devoted to the transformer manufacturing segment are reduced and the same resources are being
Utilized for solar business. UJAAS has marked an increase of 37.55% in its Solar Power Plant Operations Business segment and an increase of
187.15% in Manufacturing and sale of solar power system segment.
(Rs.in lakh except for EPS)
|Year ended March 31||2016||2015||2016||2015|
|Total Gross Revenue||27946.36||11326.66||27937.43||11324.02|
|Interest and other borrowing cost||1549.38||1801.55||1549.38||1801.65|
|PBT(profit before tax)||4140.14||1839.64||4081.07||1833.57|
|PAT (profit after tax)||2088.51||1173.90||2029.44||1167.82|
|EPS (earning per share)||1.04||0.59||1.01||0.58|
|Profit of the year||2088.51||1173.90||2029.44||1167.82|
|Add: balance brought forward from previous year||6334.74||5395.84||6328.67||5395.84|
|Balance available for appropriation||8423.25||6569.74||8358.11||6563.66|
|Interim dividend/ proposed dividend||150.00||100.00||150.00||100.00|
|Tax on equity dividend||30.54||20.00||30.54||20.00|
|Balance carried to balance sheet||8033.86||6334.74||7968.72||6328.67|
* Earning before finance cost, tax, depreciation and amortization expenses.
PERFORMANCE OF UJAAS
The Company has achieved 146% higher gross turnover for the financial year 2015-16 compared to previous financial year on both standalone and consolidated basis.
On standalone basis, earning before finance cost, tax, depreciation (EBITDA) and amortization expenses is Rs. 6488.26 lakhs for financial year ended March 31, 2016 against that of Rs. 4449.18 lakhs for financial year ended March 31, 2015. Profit after tax (PAT) for the financial year ended March 31,2016 is Rs. 2088.51 lakhs in comparison to Rs. 1173.90lakhs for the financial year ended March 31,2015.
Segment-wise Revenue details are also given in the below table:-
|REVENUE FROM||Yearly Revenue|
|DIFFERENT SEGMENTS||(Amount in Rs. Lakhs)|
|Solar Power Plant Operation Business||2995.27||2177.63|
|Manufacturing and sale of solar power system||24341.90||8476.89|
AWARDS AND CERTIFICATIONS FOR THE YEAR:
We are pleased to inform you that, UJAAS has been awarded by India
SME 100 awards held at Hotel Le Meridien, New Delhi on April 28, 2016.Further on 29 February, 2016 your company received OHSAS 18001:2007 certificate vide Certificate No: QACS-OHSAS-02876 from QA Certification Services Private Limited. This certificate was awarded to organization with Good occupational health and a good safety management system. Your company was found satisfactory for the work of Design, Development, Manufacturing, Erection and Commissioning of Solar Power System and Power and Distribution Transformer
APPROPRIATION OF PROFIT
During the year under review, the Board of Directors of your Company at its meeting held on March 12, 2016, declared an interim dividend @ 7.5 % i.e. 7.5 Paise per equity share on 20,00,00,000 fully-paid-up equity shares of face value of Re. 1/- each for the financial year 2015-16. The Board of Directors does not recommend any final dividend for the financial year 2015-16.
The Company proposes to transfer Rs. 208.85 lakhs to the General
Reserves out of the profit earned in the financial year.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
As on 31 March, 2016, the Company has following wholly-owned subsidiaries viz.:
|S.No. Name of the Wholly Owned Subsidiaries||Country|
|1. Ujaas Energy HK Ltd||Hongkong|
|2. Eizooba Energy||Uganda|
The Company has Ujaas Energy Ltd (Registered at RAK Offshore Dubai") located in Dubai as its subsidiary.
A statement containing silent features of the financials 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. Further policy for determining material subsidiaries is also formulated by the Company, which is available on our website www.ujaas.com .
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Companies Act, 2013 and Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India. The Consolidated Financial Statements presented by the Company includes the financial results of its subsidiary companies. The Audited financial statements of these entities are reviewed by the Audit Committee and the Board of Directors.
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, 2016 stood at Rs.20,00,00,000 (Twenty Crore).As on31 March, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
RELATED PARTY TRANSACTIONS
During the year under review, the Company did not enter into any contract or arrangements with its related parties referred to in Section 188(1) of the Companies Act 2013.Thus, disclosures in form AOC-2 in terms of section 134 of the Companies Act, 2013 is not required.Further, there are no material related party transaction during the year under review with Promoters , Directors or Key Managerial Personnel. 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
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.
The Company has not accepted any fixed depositsfrom the public within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Amendment Rules, 2015. There are no outstanding deposits from the public as on March 31,2016
AUDITORS & THEIR REPORT
Pursuant to provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (Firm Reg. No. 0743C), Statutory Auditors of the Company, were appointed as Statutory auditors of the Company from the conclusion of fifteenth (15 ) Annual General
Meeting (AGM) held for financial year 2013-14 till the conclusion of seventeenth (17 ) Annual General Meeting to be held for financial year 2015-16, subject to the ratification of their appointment at every AGM, accordingly the re-appointment of M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (Firm Reg. No. 0743C), as Statutory Auditors of the Company for financial year 2016-17 is placed for approval of shareholders. 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.
Further, there are no qualifications, reservations, or adverse remarks in the Auditors Report for the financial year 2015-16.
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 M/s. Ashish Karodia, Practicing Company Secretary (Membership No. F6549; COP No. 6375), to undertake as the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2015-16 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
MEETINGS OF THE BOARD
The Board of Directors of the Company met 6 (six) times during the year under review. The gap between two Meetings did not exceed 120 days (one hundred and twenty ).Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.
As per the requirement of Companies Act, 2013 and relevant Regulation of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company have the following mandatory committees with other committees: 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee 4. Compensation Committee 5. Corporate Social Responsibility Committee 6. Management Committee 7. Internal Complaints Committee The details of first five committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Article of Association, Shri Shyamsunder Mundra(DIN: 00113199),Managing Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.
Pursuant to Section 149 of the Companies Act, 2013, Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Aarti Jhaveri (DIN 00851063), Mr. Santosh Muchhal (DIN 00645172) and Mr. Rajiva Srivastava (DIN 02465001) were appointed as Additional Directors on 12.03.2016 by the Board of Directors. If confirmed in the ensuing Annual General Meeting they will hold office in capacity of Independent Director for a term of Two (2) consecutive years upto March 31, 2018 with the period of office not liable to determination by retirement by rotation.
The board recommends the re-appointment of Mr. Shyam Sunder Mundra, Mrs. Aarti Jhaveri, Mr. Santosh Muchhal and Mr. Rajiva Srivastava 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 17 AGM.
During the year under review Mr. Manish Agarwal (DIN: 03455849), who was appointed as an Independent Director on 14 November, 2014 has resigned from the Directorship in the Company. w.e.f. 10 October 2015.Your Board places on record their deep appreciation for the valuable contributions made by him during his tenure as Director 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 Act, the following are designated as Key Managerial Personnel of your Company by the Board:
During the year under review, Ms. Monika Choukse, Company Secretary and Compliance Officer of the Company resigned as 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 CS &
|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 (w.ef. 28 June16)|
Compliance Officer of the Company. The Board at its meeting held on 28 June, 2016 has appointed Ms. Shilpi Singh (Membership No. A35225) as Company Secretary & Compliance Officer of the Company.
a. Disclosures - All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act , 2013 and Regulation 16(b) of SEBI
(Listing Obligation and Disclosure Requirements ) Regulations , 2015.
b. Familiarization programme - 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
c. Meeting - The details of meeting of Independent Directors is given in Corporate Governance Report forming part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby confirms that: a. In the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with the proper explanation for the material depatures if any. 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, 2016 and of the profit of the Company for the year ended on that date; 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.
Pursuant to the relevant provisions of the Companies Act, 2013 and 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 Independent Directors was carried out as per the requirement of the law. The performance evaluation of the Chairman and the
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.
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.
SOCIAL RESPONSIBILITY AND SUSTAINABILITY (CSR INITIATIVES)
As a part of its initiative under the "Corporate Social Responsibility"(CSR) drive, the Company has undertaken projects in the area of rural development, promoting health care and education. These projects are in accordance with schedule VII of the Companies Act, 2013 and Companys CSR Policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 4 and forms an integral part of this report. The Company makes CSR contribution through its CSR partners like : a. Barli Development Institute for Rural Women, which conducts residential training program for rural, village and tribal women; b. Friends of Tribal Society; c. Sahaj Marg Sprituality Foundation and; d. Maheshwari Jansewa Trust for promoting school education and betterment of society at large.
RISK MANAGEMENT FRAMEWORK
The Company has laid down a well defined risk management mechanism covering the risk mapping and analysis, risk exposure, potential impact and risk mitigation measures. A detailed exercise is carried out every year to identify, evaluate, manage and monitor the principle risks that can impact the Companys ability to achieve its strategic and financial objectives. The Board periodically reviews the risks and suggests steps to take control and mitigate the same through a properly defined framework. The Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The said policy is uploaded on the website of the Company at www.ujaas.com
INTERNAL FINANCIAL CONTROL SYSTEM
Your Company have suitable internal financial control and compliance systems and the reviews performed by Management and the Audit Committees and as per the work performed by the internal, statutory, cost auditors, secretarial auditors and external consultants, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2015-16. The Companys internal control system is commensurate with its size, scale and complexities of its operations; the internal audit was entrusted to M/s Atishay and Associates, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench-marking controls with best practices in the industry.
The audit committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.
The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the board. To maintain its objectivity and independence, the internal audit function reports to the Chairman of the Audit Committee.
GOVERNANCE AND ETHICS (CORPORATE GOVERNANCE)
Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the Spirit of UJAAS, which form the core values of UJAAS. These guiding principles are also articulated through the Companys code of business conduct, corporate governance guidelines, charter of various subcommittees and disclosure policy. As Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Auditors on compliance with corporate governance norms under the Listing Regulations, forms part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of regulation 34 of the SEBI (LODR) Regulations 2015 the Listing Regulations, the Management Discussion and Analysis report on your Companys performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable forms part of the Annual Report.
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
Code of Conduct
The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. A declaration by Chairman and Managing Director with regard to compliance with the said code, forms part of this Annual report.
POLICY ON DIRECTORS/ KEY MANAGERIAL PERSONNELS
APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee has framed a 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.
PARTICULARS OF EMPLOYEES
The disclosure required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 6 and forms an integral part of this Report.
The Company had 273 employees as at March 31, 2016. 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.
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.
DEMATERIALISATION AND REGISTRAR
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.
Companys shares are listed with BSE Limited and National Stock Exchange of India Limited. The company has paid annual listing fee for Financial Year 2016-17 of both the stock exchanges on in time. There was no suspension of trading during the year under review.
The SEBI on 2 September, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which were effective from December 1, 2015. Accordingly all the listed Companies were required to enter into a listing agreement within six months from the effective date. UJAAS entered into listing agreement with both the exchanges during the specified period.
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. 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.
1. 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.
2. 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 as at March 31, 2016 forms part of this report as
3. 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.
4. Information Required Under Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2014
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.
5. 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.
6. 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 31 March 2016.
The Company has taken adequate insurance cover for all its movable & immovable assets for various types of risks.
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 sincere thanks to all our Shareholders, customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company. Also to the Government and the various Ministries on the Central and State level, communities in the neighborhood of our operations, Municipal and local authorities in areas where we are operational. Your Directors also wish to place on record their appreciation, for the contribution made by the employees at all levels without their hard work, and support, your Companys achievements would not have been possible.
|For & On Behalf of the Board|
|Place: Indore||S.S. Mundra|
|Dated: 06.08.2016||Chairman & Managing Director|
|DIN : 00113199|