UJAAS ENERGY LIMITED
On behalf of the Board of Directors of your Company it gives me great pleasure tosubmit the seventeenth (17 ) Boards Report on the business and operations ofUJAAS ("the Company") alongwith the Audited Financial Statements for theFinancial 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 thefinancial results on standalone and consolidated basis are set out below:-
Whereas on consolidated basis the EBITDA is Rs. 6429.19 lakhs for the financial yearended March 312016 against Rs.4443.21 lakhs for the financial year ended March312015.PAT is Rs. 2029.44 lakhs for the financial year ended March 312016 against thatof Rs. 1167.83 lakhs for financial year ended March 312015.
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 thesame resources are being
Utilized for solar business. UJAAS has marked an increase of 37.55% in its SolarPower 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)
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
|Year ended March 31 ||2016 ||2015 ||2016 ||2015 |
|Total Gross Revenue ||27946.36 ||11326.66 ||27937.43 ||11324.02 |
|Total Expenses ||21458.1 ||6877.48 ||21508.24 ||6880.81 |
|EBITDA* ||6488.26 ||4449.18 ||6429.19 ||4443.21 |
|Depreciation ||798.74 ||807.99 ||798.74 ||807.99 |
|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 |
|Tax expenses ||2051.63 ||665.74 ||2051.63 ||665.74 |
|PAT (profit after tax) ||2088.51 ||1173.90 ||2029.44 ||1167.82 |
|EPS (earning per share) ||1.04 ||0.59 ||1.01 ||0.58 |
|APPROPRIATION:- || || || || |
|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 |
|General reserve ||208.85 ||115.00 ||208.85 ||115.00 |
|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 year2015-16 compared to previous financial year on both standalone and consolidated basis.
On standalone basis earning before finance cost tax depreciation (EBITDA) andamortization expenses is Rs. 6488.26 lakhs for financial year ended March 31 2016 againstthat of Rs. 4449.18 lakhs for financial year ended March 31 2015. Profit after tax (PAT)for the financial year ended March 312016 is Rs. 2088.51 lakhs in comparison to Rs.1173.90lakhs for the financial year ended March 312015.
Segment-wise Revenue details are also given in the below table:-
|REVENUE FROM ||Yearly Revenue |
|DIFFERENT SEGMENTS ||(Amount in Rs. Lakhs) |
| ||2016 ||2015 |
|Solar Power Plant Operation Business ||2995.27 ||2177.63 |
|Manufacturing and sale of solar power system ||24341.90 ||8476.89 |
|Transformers Manufacturing ||374.55 ||455.15 |
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 29February 2016 your company received OHSAS 18001:2007 certificate vide Certificate No:QACS-OHSAS-02876 from QA Certification Services Private Limited. This certificate wasawarded to organization with Good occupational health and a good safety management system.Your company was found satisfactory for the work of Design Development ManufacturingErection 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 meetingheld on March 12 2016 declared an interim dividend @ 7.5 % i.e. 7.5 Paise per equityshare on 200000000 fully-paid-up equity shares of face value of Re. 1/- each for thefinancial year 2015-16. The Board of Directors does not recommend any final dividend forthe 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 inDubai as its subsidiary.
A statement containing silent features of the financials the Companyssubsidiaries is annexed in Annexure-1 to this report in form AOC-1. However Allthe subsidiaries are yet to commence their businesses. Further policy for determiningmaterial subsidiaries is also formulated by the Company which is available on our websitewww.ujaas.com .
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Audited Consolidated Financial Statementspursuant to Companies Act 2013 and Listing Agreement entered into with the StockExchanges and prepared in accordance with Accounting Standards prescribed by the Instituteof Chartered Accountants of India. The Consolidated Financial Statements presented by theCompany includes the financial results of its subsidiary companies. The Audited financialstatements of these entities are reviewed by the Audit Committee and the Board ofDirectors.
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 atRs.200000000 (Twenty Crore).As on31 March 2016 none of the Directors of the Companyhold instruments convertible into equity shares of the Company.
RELATED PARTY TRANSACTIONS
During the year under review the Company did not enter into any contract orarrangements with its related parties referred to in Section 188(1) of the Companies Act2013.Thus disclosures in form AOC-2 in terms of section 134 of the Companies Act 2013 isnot required.Further there are no material related party transaction during the yearunder review with Promoters Directors or Key Managerial Personnel. The policy on RelatedParty Transaction as approved by the Board of Directors has been uploaded on the websiteof the company at www.ujaas.com
LOAN GUARANTEES AND INVESTMENTS
The Company has given loans to its wholly own subsidiaries which is exempted under theprovisions of Section 186 of the Companies Act 2013.Further Details of Loans Guaranteesand Investments as covered under section 186 of the Companies Act 2013 forms part of thenotes 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 ofprovisions of Section 73 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Amendment Rules 2015. There are no outstanding deposits from the public as onMarch 312016
AUDITORS & THEIR REPORT
Pursuant to provisions of Section 139 of the Companies Act 2013 and Rules framedthereunder M/s. Ashok Khasgiwala & Co. Chartered Accountants Indore (Firm Reg. No.0743C) Statutory Auditors of the Company were appointed as Statutory auditors of theCompany 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 ratificationof 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 ofthe Company for financial year 2016-17 is placed for approval of shareholders. YourCompany has received written consent and certificate stating that they satisfy thecriteria 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 theAuditors 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 hasappointed 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 Reportfor the financial year 2015-16 in prescribed format MR 3 is annexed as Annexure 3 to theBoards 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 ).Detailedinformation on the meetings of the Board its Committees and the AGM is included in theReport on Corporate Governance which forms part of this Annual Report.
As per the requirement of Companies Act 2013 and relevant Regulation of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 Your Company have the followingmandatory committees with other committees: 1. Audit Committee 2. Nomination andRemuneration Committee 3. Stakeholders Relationship Committee 4. Compensation Committee 5.Corporate Social Responsibility Committee 6. Management Committee 7. Internal ComplaintsCommittee The details of first five committees along with their composition number ofmeetings 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 theCompanys Article of Association Shri Shyamsunder Mundra(DIN: 00113199)ManagingDirector will retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment.
Pursuant to Section 149 of the Companies Act 2013 Schedule IV and all otherapplicable provisions if any of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014 Mrs. Aarti Jhaveri (DIN 00851063) Mr.Santosh Muchhal (DIN 00645172) and Mr. Rajiva Srivastava (DIN 02465001) were appointed asAdditional Directors on 12.03.2016 by the Board of Directors. If confirmed in the ensuingAnnual General Meeting they will hold office in capacity of Independent Director for aterm of Two (2) consecutive years upto March 31 2018 with the period of office not liableto determination by retirement by rotation.
The board recommends the re-appointment of Mr. Shyam Sunder Mundra Mrs. Aarti JhaveriMr. Santosh Muchhal and Mr. Rajiva Srivastava for the consideration of the members of theCompany at the ensuing Annual General Meeting. The brief resume of the Directors and otherrelated 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 asan Independent Director on 14 November 2014 has resigned from the Directorship in theCompany. w.e.f. 10 October 2015.Your Board places on record their deep appreciation forthe 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 toSection 164 of the Companies Act 2013. The Board apprised the same and found that none ofthe 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 ManagerialPersonnel of your Company by the Board:
During the year under review Ms. Monika Choukse Company Secretary and ComplianceOfficer of the Company resigned as w.e.f 28 June 2016. The Board places on record theirdeep appreciation for the valuable contributions made by her during her tenure as CS &
|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 (w.ef. 28 June16) |
Compliance Officer of the Company. The Board at its meeting held on 28 June 2016 hasappointed Ms. Shilpi Singh (Membership No. A35225) as Company Secretary & ComplianceOfficer of the Company.
a. Disclosures - All Independent Directors have given declarations that theymeet 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(ListingObligation and Disclosure Requirements) Regulations 2015 the details of thefamiliarization programme for Independent Directors have been detailed out in theCorporate Governance Report forming part of this Annual Report and is also disclosed onwebsite of the Company www.ujaas.com
c. Meeting - The details of meeting of Independent Directors is given inCorporate Governance Report forming part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby confirms that: a. In the preparation of the annual accounts forthe year ended March 31 2016 the applicable accounting standards read with requirementsset out under Schedule III to the Act have been followed along with the properexplanation for the material depatures if any. b. The Directors have approved theaccounting policies and have applied consistently and made judgment and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate; c. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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. Properinternal financial controls are followed by the Company and that such financial controlsare adequate and are operating effectively; and f. Proper systems to ensure compliancewith the provisions of all applicable laws were in place and such systems are adequate andoperating effectively.
Pursuant to the relevant provisions of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance performance of its Directors individually aswell as the evaluation of the working of its Committees. The performance evaluation of theIndependent Directors was carried out as per the requirement of the law. The performanceevaluation of the Chairman and the
Non - Independent Directors was carried out by the Independent Directors. The Board ofDirectors expressed their satisfaction with the evaluation process. More details on thesame 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. Thewhistle blower policy has been posted on the website of the Company www.ujaas.com Thepolicy is in the line with the provisions of Section 177(9) of the Companies Act 2013 andRegulation 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 promotinghealth care and education. These projects are in accordance with schedule VII of theCompanies Act 2013 and Companys CSR Policy. The Report on CSR activities asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed as Annexure - 4 and forms an integral part of this report. The Company makes CSRcontribution through its CSR partners like : a. Barli Development Institute for RuralWomen which conducts residential training program for rural village and tribal women; b.Friends of Tribal Society; c. Sahaj Marg Sprituality Foundation and; d. Maheshwari JansewaTrust 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 riskmapping and analysis risk exposure potential impact and risk mitigation measures. Adetailed exercise is carried out every year to identify evaluate manage and monitor theprinciple risks that can impact the Companys ability to achieve its strategic andfinancial objectives. The Board periodically reviews the risks and suggests steps to takecontrol and mitigate the same through a properly defined framework. The Company hasformally framed a Risk Management Policy to identify and assess the key risk areasmonitor and report compliance and effectiveness of the policy and procedure. The saidpolicy 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 thereviews performed by Management and the Audit Committees and as per the work performed bythe internal statutory cost auditors secretarial auditors and external consultants theBoard is of the opinion that the Companys internal financial controls were adequateand effective during the financial year 2015-16. The Companys internal controlsystem is commensurate with its size scale and complexities of its operations; theinternal audit was entrusted to M/s Atishay and Associates Chartered Accountants. Themain thrust of internal audit is to test and review controls appraisal of risks andbusiness processes besides bench-marking controls with best practices in the industry.
The audit committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The company has a robust management information system which is an integral part ofthe control mechanism.
The audit committee of the board of directors statutory auditors and the businessheads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of director. Significantaudit observations and corrective actions taken by the management are presented to theAudit Committee of the board. To maintain its objectivity and independence the internalaudit function reports to the Chairman of the Audit Committee.
GOVERNANCE AND ETHICS (CORPORATE GOVERNANCE)
Your Company believes in adopting best practices of corporate governance. Corporategovernance principles are enshrined in the Spirit of UJAAS which form the core values ofUJAAS. These guiding principles are also articulated through the Companys code ofbusiness conduct corporate governance guidelines charter of various subcommittees anddisclosure policy. As Listing Regulations a separate section on corporate governancepractices followed by your Company together with a certificate from Auditors oncompliance with corporate governance norms under the Listing Regulations forms part ofthis Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of regulation 34 of the SEBI (LODR) Regulations 2015 the Listing Regulationsthe Management Discussion and Analysis report on your Companys performance industrytrends and other material changes with respect to your Company and its subsidiarieswherever 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 inaccordance with the requirements of the SEBI (Prohibition of insider trading ) Regulation2015 with a view to regulate trading in securities by the directors and designatedemployees of the Company . The Code requires pre-clearance for dealing in thecompanys shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the company and during the period when the Trading window isclosed .The Board is responsible for implementation of the Code . All Board members andthe designated employees have confirmed compliance with Code.
The Insider trading policy of the company covering code of practices and procedure forfair disclosure of unpublished price sensitive information and code of conduct for theprevention 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 managementand independent directors of the Company. All the Board members including independentdirectors and senior management personnel have affirmed compliance with the code ofconduct. A declaration by Chairman and Managing Director with regard to compliance withthe 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 andappointment of Directors including determining qualifications and independence of aDirector Key Managerial Personnel Senior Management Personnel and their remuneration aspart of its charter and other matters provided under Section 178(3) of the Companies Act2013. An extract of the policy covering these requirements is provided as Annexure 5 ofBoard report. We affirm that the remuneration paid to Directors is as per the remunerationpolicy of the Company.
PARTICULARS OF EMPLOYEES
The disclosure required under Section 197(12) of the Companies Act 2013 read with Rule5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed 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 theCompany were in receipt of remuneration of Rs.10200000/- per annum or Rs.850000/- permonth during the year under review.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Companys policy required conduct of operations in such a manner soas to ensure safety of all concerned compliance environmental regulations andpreservation of natural resources.
DEMATERIALISATION AND REGISTRAR
Your Companys shares are tradable compulsorily in electronic form and yourCompany has connectivity with both the Depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Service (India) Limited (CDSL). M/s. BigshareServices Pvt. Ltd. Mumbai is our registrar for electronic connectivity with NSDL andCDSL. In view of the numerous advantage offered by the Depository System members arerequested to avail of the facility of Dematerialization of the Companys shares oneither of the Depositories mentioned as aforesaid.
Companys shares are listed with BSE Limited and National Stock Exchange of IndiaLimited. The company has paid annual listing fee for Financial Year 2016-17 of both thestock exchanges on in time. There was no suspension of trading during the year underreview.
The SEBI on 2 September 2015 issued SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which were effective from December 1 2015. Accordinglyall the listed Companies were required to enter into a listing agreement within six monthsfrom the effective date. UJAAS entered into listing agreement with both the exchangesduring the specified period.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The company takes pride in the commitment competence and dedication shown by itsemployees in all areas of business. Company is committed to nurturing enhancing andretaining top talent through superior Learning and Organizational development. This is apart of Corporate HR function and is a critical pillar to support the organizationsgrowth and its sustainability in the long run. Companys Industrial relationscontinued to be healthy cordial and harmonious during the period under review.
1. Details of significant and material orders passed by the regulators/courts/tribunalsimpacting the going concern status and the companys operations in future
There are no significant and/or material orders passed by the Regulators or Courts orTribunals 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 theCompanies 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 thisreport as
3. Material Changes and Commitments Affecting the Financial
Position of the Company
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year to which the financial statementsrelate 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 inline with the requirements of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup to redress the Complaint received regarding sexual harassment. All Women employee(permanent temporary contractual and trainee) are covered under this policy. There wasno 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 foreignexchange earnings and outgo as required under section 134(3) (m) of the companies act2013 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 notapplicable to your company for the financial year ending 31 March 2016.
The Company has taken adequate insurance cover for all its movable & immovableassets for various types of risks.
Statements in this Report and the management discussion and Analysis may be forwardlooking within the meaning of the applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statements. Certain factors thatcould affect the Companys operations include increase in price of inputs changes inGovernment regulations tax laws economic conditions and other factors.
Your Directors wish to place on record their sincere thanks to all our Shareholderscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company. Also to the Government and the various Ministries on theCentral and State level communities in the neighborhood of our operations Municipal andlocal authorities in areas where we are operational. Your Directors also wish to place onrecord their appreciation for the contribution made by the employees at all levelswithout their hard work and support your Companys achievements would not have beenpossible.
| ||For & On Behalf of the Board |
|Place: Indore ||S.S. Mundra |
|Dated: 06.08.2016 ||Chairman & Managing Director |
| ||DIN : 00113199 |