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Ujaas Energy Ltd.

BSE: 533644 Sector: Engineering
NSE: UJAAS ISIN Code: INE899L01022
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VOLUME 12447
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P/E 14.00
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OPEN 12.39
CLOSE 12.21
VOLUME 12447
52-Week high 29.85
52-Week low 10.90
P/E 14.00
Mkt Cap.(Rs cr) 238
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ujaas Energy Ltd. (UJAAS) - Director Report

Company director 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 theCompany along-with the Audited Financial Statements for the Financial Year ended March31 2017.

1. COMPANY OVERVIEW

Ujaas is one of the leading solution provider in the Indian solar power sector focusedon developing operating owning and maintaining a diversified portfolio of solar energypower plants under its flagship brand 'UJAAS'. The Company has its corporate headquartersin Indore (M.P.).

2. HIGHLIGHTS OF FINANCIAL RESULTS

The Company's financial performance both on standalone as well as consolidated basisfor 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 netprofit for the year stood at INR 3685.76 lakh against INR 2029.44 lakh in the previousyear.

The Company shifted its focus from transformer manufacturing to solar power generationin financial year 2010-11. The Company continues to operate its Solar business in threesegments which are Solar Parks EPC and Rooftop segment with an installed capacity ofaround 81 MW in financial year 2016-17.Thetransformer segment is no more reported undersegment 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. COMPANY'S PERFORMANCE

Your Company reported a healthy top-line growth of 71.20% over the previous financialyear on both standalone and consolidated basis.At Standalone level the Gross Revenue fromoperations stood at INR 47443.56 lakh compared to INR 27711.72 lakh in the previousfinancial 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 0.05per Equity Share of face value of INR

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1/- each in its meeting held on 29 May2017. The dividend on Equity Shares if approvedby the members would involve a cash outflow of INR 100 lakh (excluding the dividend taxfor the FY 2017).

During the year under review there is no transfer to general reserves as it is not amandatory 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 March2017 sold its entire stake in its wholly own subsidiary inHongkong named as Ujaas Energy HK Limited at an agreed consideration of (1HKD) (equivalentto INR 8/-).

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As on 31 March 2017 there are no associates and joint ventures within the meaning ofSection 2(6) of the Companies Act 2013 and your Company has 2 (two) subsidiary Companieswhereby 1(one) is a wholly own subsidiary incorporated in Uganda named as Eizooba EnergyOne Limited and a subsidiary named as Ujaas Energy Limited (registered at RAK offshoreDubai) wherein no capital has been deployed yet.

A statement containing salient features of the financial of the Company's subsidiariesis annexed in Annexure-1 to this report in form AOC-1. However all thesubsidiaries are yet to commence their businesses.

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

The annual accounts of the Subsidiary Companies and the related detailed informationshall be made available to the shareholders of the Company and its Subsidiary Companiesupon 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 theregistered office of the Company for inspection of the same by any shareholder.

The Company's policy on determining material subsidiary is available on our websitewww.ujaas.com.

6. ACCOLADES& RECOGNIZATION:

During the year under review:

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

- Ujaas was found as one of the Best Companies and was enlisted in ASSOCHAM India's TOPSME 50 Index.

- The Company was also featured by (Sour) Energy International magazine as 2016 SolarSuperstar 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 adequatedegree of safety regarding timely servicing of financial obligations and 'CRISIL A2+'rating for the short-term bank loan facilities reflecting strong degree of safetyregarding timely payment of financial obligations.

CARE

CARE has assigned and reaffirmed 'CARE A3+' rating for short term bank facilitiesreflecting the highest degree of safety regarding timely servicing of financialobligations and 'CARE BBB' rating for the long-term bank facilities reflecting a moderatedegree 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 forSystem 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 performancecapability 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 atRs.200000000 (Twenty

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

9. RELATED PARTY TRANSACTIONS

All transactions entered into with the Related Parties in terms of Section 2(76) andSection 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 transactionsbetween the Company and its 100% Subsidiary. During the Financial Year 2016-17 theCompany did not enter into materially significant transactions with Promoters KeyManagerial Personnel or other related parties. The details of the related partytransactions as required under AS-18 are set out in Notes to Accounts forming part of thisAnnual Report and disclosed vide form AOC-2 pursuant to Section 134 (3)(h) of theCompanies Act 2013 and rules made thereunder.

The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure 2 to thisreport.

The policy on Related Party Transaction as approved by the Board of Directors has beenuploaded 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 Directorsupto a tune of Rs. 27 Crore with the approval of the Board of Directors in its meetingheld on 27th February 2017. The loan amount accepted was 10% of the consolidatedstturnover for the year ended 31 March 2016.Hence the transaction was approved by AuditCommittee and Board of Directors. Also the said transaction falls under the category ofrelated 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 ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Amendment Rules 2015. There are no outstanding deposits from public as on March31 2017.

12. 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.

13. AUDITORS & THEIR REPORTS

- STATUTORY AUDITORS

M/s. Ashok Khasgiwala & Co. Chartered Accountants Indore (firm registrationnumber no. 0743C) hold office till the conclusion of the ensuing Annual General Meeting ofthe Company in terms of proviso to sub-section (2) of Section 139 of the Act and theRules made thereunder. The Board has recommended the appointment of M/s.Atishay&Associates Chartered Accountants (Firm Registration No. 020120C:) as the StatutoryAuditors 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 beheld on 19 September 2017 till the conclusion of the 23 Annual General Meeting to be heldin the year 2022 for approval of shareholders of the Company based on the recommendationof the Audit Committee.

Your Company 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.

STATUTORY AUDITORS' REPORT

There are no qualifications reservations or adverse remarks in the Auditors' Reportfor the financial year 2016-17.

During the year under review there were no frauds reported by the Auditors to theAudit 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Ashish Karodia Practicing Company Secretary (Membership No. F6549; COPNo. 6375) to conduct the Secretarial Audit of the Company for financial year 2016-17.

SECRETARIAL AUDITOR'S REPORT

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

There are no qualifications reservations or adverse remarks in the Secretarial AuditReport.

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 2017and 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 ofthe

Independent Directors of the Company was also held on 27 February 2017 without thepresence of non-independent directors and members of the management to review theperformance of non-independent directors and the Board as a whole the performance of theChairman of the Company and also to access the quality quantity and timeliness of theflow 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 Companycomprised 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 whois a Whole Time Director. Mr. Santosh Muchhal being an Independent Director is theChairman of the Audit Committee.

The details regarding meeting and attendance of the members have been mentioned to theCorporate Governance Report.

The Board accepted the recommendations of Audit Committee whenever made by theCommittee 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 Directorsof your Company has the following mandatory committees along with Audit Committee asdiscussed 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 andattendance 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 theCompany's Article of Association Mr.Anurag Mundra (DIN: 00113172) Joint ManagingDirector will retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

The board recommends the re-appointment of Mr. Anurag Mundra for the consideration ofthe members of the Company at the ensuing Annual General Meeting. The brief resume of theDirectors 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 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

During the year there was no change in the Key Managerial personnel from that ofreported in the last Annual Report. In terms of Section 203 of the Act the following aredesignated 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 June'16)

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

28 June 2016. The Board places on record their deep appreciation for the valuablecontributions made by her during her tenure as Company Secretary & Compliance Officerof 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 fulfillall the requirements as stipulated in Section 149(6) of the Companies Act 2013. So as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 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 Directorshave been detailed out in the Corporate Governance Report forming part of this AnnualReport 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 ofthe

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Independent Directors of the Company was also held on 27 February 2017 without thepresence of non-independent directors and members of the management to review theperformance of non-independent directors and the Board as a whole the performance of theChairman of the Company and also to access the quality quantity and timeliness of theflow 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 Companyconfirms that: -

a) In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) The Directors have approved the accounting policies and have applied consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the financial year ended on March 312017;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany 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 suchfinancial controls are adequate and are operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws werein 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 performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 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 toGuidance Note on Board Evaluation.

More details on the same is given in the Corporate Governance Section forming part ofthis 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. Thewhistle 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 Act2013 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 Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure 4 of the this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014.

The Company's policy on CSR is available on the Company's website www.ujaas.com

23. ENTERPRISE RISK MANAGEMENT

In terms of respective provisions of Companies Act 2013 read with relevant rules andrelevant regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Risk management is embedded in your Company's operating framework. YourCompany believes that managing risk helps in maximizing returns. The Company's approach toaddressing Business Risks is comprehensive and includes periodic reviews of such risks anda framework for mitigating controls and reporting mechanism of such risks. The Riskmanagement framework is reviewed periodically by the Board and Audit Committee. Some ofthe Risks that the Company is exposed to are :

- Strategic Risk

- Operational Risk

- Financial Risk

- Regulatory Risk

The Company's policy on Risk Management is available on the Company'swebsitewww.ujaas.com.

24. INTERNAL FINANCIAL CONTROL SYSTEM

The details in respect of Internal Financial Control and their Adequacy are included inthe 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 Compliancewith Regulation 34 of the Listing Regulations a Separate report on Corporate Governancealongwith a Certificate from the Auditors on its Compliance forms an integral part ofthis report.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 the ManagementDiscussion and Analysis Report forms an integral part of this report and gives details ofthe overall industry structure economic developments segment wise performance outlookrisk and concerns internal control system and their adequacy and other materialdevelopment during the financial year 2016-17.

27. NOMINATION AND REMUNERATION POLICY

The Board of Directors of the Company approved a Nomination and Remuneration Policy forselection and appointment of Directors including determining qualifications andindependence of a Director Key Managerial Personnel Senior Management Personnel andtheir 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 isprovided as Annexure 5 of Board report. We affirm that the remuneration paid toDirectors is as per the remuneration policy of the Company. There has been no change inthe policy since last fiscal.

The Nomination and Remuneration policy of the Company is available on the Company'swebsite 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 thisreport and are annexed herewith as Annexure 6 of Board Report. As per section 136(1) ofthe Companies Act 2013 shareholder interested in obtaining the complete particular ofAnnexure 6 may write to CS of the company.

The Company had 402 employees as at March 312017. None of the employees of the Companywere in receipt of remuneration of Rs.10200000/- per annum or Rs. 850000/- per monthduring the year under review.

29. REGISTRAR AND TRANSFER AGENT

Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity 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 thenumerous advantage offered by the Depository System members are requested to avail of thefacility of Dematerialization of the Company's shares on either of the Depositoriesmentioned as aforesaid.

30. LISTING STATUS

The Company's shares are listed with BSE Limited and National Stock Exchange of IndiaLimited. The company has paid annual listing fee for Financial Year 2017-18 of both thestock 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 itsemployees in all areas of business. Company is committed to nurturing enhancing andretaining top talent through superior Learning and Organizational development includingIIMs and IITs. This is a part of Corporate HR function and is a critical pillar to supportthe organization's growth and its sustainability in the long run.

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.

32. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy required conduct of operations in such a manner so as toensure safety of all concerned compliance environmental regulations and preservation ofnatural resources.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS/COURTS/TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S 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.

34. 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 in Form MGT-9 as at March 31 2017 formspart 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 companyhave occurred between the end of the financial year to which the financial statementsrelate 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 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 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 foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read 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 exchangeis 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 & immovableassets 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 inaccordance with the requirements of the SEBI

(Prohibition of insider trading ) Regulation 2015 with a view to regulate trading insecurities by the directors and designated employees of the Company . The Code requirespre-clearance for dealing in the company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the company and during theperiodwhen the Trading window is closed .The Board is responsible forimplementation of theCode. All Board members and the designatedemployees have confirmed compliance with Code.

The Insider trading policy of the company covering code of practices andprocedure forfair disclosure of unpublished pricesensitive informationand code of conduct for theprevention 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 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 Company's operations include increase in price of inputs changes inGovernment regulations tax laws economic conditions and other factors.

APPRECIATION

The Directors thank the Company's employees Customers vendors investors and academicpartners for their continuous support.

The Directors also thank the Government of India the Government of various States inIndia and concerned Government Departments and agencies for their co-operation. TheDirectors 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 company's 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

-
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: UjaasEnergy HK Limited

Annexure 2

FORM NO. AOC-2

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

A. Detail of contract or arrangement or transaction not at arm's 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 arm's 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 ofdirectors in the Related Party Transactions Policy of the Company "Material RelatedParty Transaction" means a transaction with a related party if the transaction(s) tobe entered into individually or taken together with previous transactions during aFinancial Year exceeds 10% of the annual consolidated turnover of the Company as per lastaudited Financial Statements of the Company.

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

For & on behalf of the Board

Shyam Sunder Mundra

Chairman &Managing Director

DIN: 00113199 th

August 14 2017 Indore