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Ujaas Energy Ltd.

BSE: 533644 Sector: Engineering
NSE: UJAAS ISIN Code: INE899L01022
BSE 16:01 | 18 May 4.26 -0.07
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NSE 15:59 | 18 May 4.25 -0.05
(-1.16%)
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4.50

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OPEN 4.40
PREVIOUS CLOSE 4.33
VOLUME 198038
52-Week high 8.42
52-Week low 2.46
P/E
Mkt Cap.(Rs cr) 85
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.40
CLOSE 4.33
VOLUME 198038
52-Week high 8.42
52-Week low 2.46
P/E
Mkt Cap.(Rs cr) 85
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 Shareholders

The Hon'ble National Company Law Tribunal ("NCLT')") had vide its orderdated September 17 2020 admitted the application for the initiation of the corporateinsolvency resolution process ("CIRP") of Ujaas Energy Limited("Company") ("Admission Order") in terms of the Insolvency andBankruptcy Code 2016 read with the rules and regulations framed thereunder as amendedfrom time to time ("Code"). Mr. Navin Khandelwal (IP Registration No.IBBI/IPA-001/IP-P00703/2017-18/11301) had been appointed as an interim resolutionprofessional under the provisions of Code vide the Admission Order. As per Section 17 ofthe Code the powers of the Board of Directors of the Company stand suspended and the samehave been vested with Mr. Navin Khandelwal as the interim resolution professional.Subsequently vide NCLD order dated 28th January 2021 appointed Mr. NaveenKumar Sood (IP Registration No. IBBI/I PA-001 /I P-P00132/2017-2018/10274 to actResolution Professional in place of Mr. Navin Khandelwal in terms of the provisions of theCode.

Your Directors hereby present Twenty Second Annual Report on the performance of yourCompany together with the Audited Standalone Financial Statement s for the Financial yearended 31st March 2021.

1. COMPANYOVERVIEW

"Ujaas" in local language stands for - "Light at the Dawn". Ujaasis one of the leading solution providers in the Indian solar power sector focused ondeveloping operating owning and maintaining a diversified portfolio of solar energypower plants under its flagship brand ‘UJAAS'. The Company has entered in to a newVenture of Electric Vehicles and is an Indian electric two wheeler company providingefficient and cost-effective electric scooters carefully designed for easy navigation.Combining advanced technology with affordability Ujaas believes in serving its customersand the environment together in the best possible way. The Company has its corporateheadquarters in Indore (M.P.).

2. FINANCIAL HIGHLIGHTS & COMPANY'S STATE OF AFFAIRS

The Company's financial performance on Standalone Basis for the year under reviewalong with previous year figures are given hereunder:

(Rs.in lakh except for EPS)

PARTICULARS STANDALONE
2020-21 2019-20
Revenue from Operations 3509.44 5088.28
Other Income 183.88 366.09
Total Expenses 7913.70 8094.74
EBITDA* (1839.72) (463.65)
Depreciation 754.23 791.30
Interest and other borrowing cost 1626.42 1385.42
PBT(profit before tax) (4220.38) (2640.37)
Tax expenses 1177.26 1305.11
PAT (profit after tax) (3043.12) (1335.26)
EPS (earning per share) (1.52) (0.67)

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

3. PERFORMANCE REVIEW OF UJAAS

On the Standalone basis during the F.Y. 2020-21 under review your Company's GrossRevenue from operations stood at INR 3509.44 lakhs compared to INR 5088.28 lakhs in theprevious year. The Net Profit/(Loss) of the Company stood at INR (3043.12) lakh againstINR (1335.26) lakh reported in the previous year.

The reduced turnover of the Company is due to competitiveness landscape in the industryand delay in getting permissions and approvals from various agencies.

Segment-wise Revenue details are as under: -

REVENUE FROM DIFFERENT SEGMENTS Yearly Revenue (INR in Lakh)
2021 2020
Solar Power Plant Operation Business 2187.26 2918.30
Manufacturing and sale of solar power system 405.24 1818.82
EV 916.95 598.44
Un-allocable Income 183.88 119

4. DIVIDEND

During the year under review your Directors have not recommended any dividend due tothe downfall in the turnover of the Company.

5. TRANSFER TO RESERVES

The requirement of mandatory transfer of a specified percentage of the net profit togeneral reserve has been withdrawn consequent to introduction of Companies Act 2013 andthe Company can optionally transfer any amount from the surplus of profit or loss accountto the General reserves. Your Company has not transferred any amount to General Reserves.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 ("IEPF Rules") the Company was requiredto transfer the unclaimed final dividend pertaining to the financial year 2012-13 of Rs.141740.00 and same has been transferred to Investor Education & Protection fund(IEPF). Also all shares in respect of which dividend has not been paid or claimed forseven consecutive years or more was transferred by the company in the name of InvestorEducation and Protection Fund.

7. SUBSIDIARIES ASSOCIATES JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2021 there were no associates and joint ventures withinthe meaning of Section 2(6) of the Companies Act 2013. Your Company "Ujaas EnergyLimited" has no Subsidiary Company as on 31.03.2021.

As there is no Subsidiary Company as on 31st March 2021 disclosure in AOC-1is not required.

8.SHARE CAPITAL

During the year under review there was a change in the share capital of the Company.The paid-up Equity Share capital of the Company as at March 31 2021 stood at Rs.200290000 (Rupees Twenty Crore Two Lakh Ninety Thousand). As on 31st March2021 none of the Directors of the Company hold instruments convertible into Equity Sharesof the Company.

Note: The Paid-up Share Capital of the Company is increased by Rs. 249000/- postAllotment of Equity Shares under Ujaas Employee Stock Option Scheme. As on 31.03.2021 thePaid-up Share Capital of the Company is Rs. 200290000 (200041000/- + 249000/-).

9. EMPLOYEES STOCK OPTION SCHEME

Currently the Company has 1(one) Employee Stock Option Scheme namely "UjaasEmployee Stock Option Scheme 2015" ("ESOP Scheme 2015 / Scheme"). Thescheme was formed to recognize the dedication & efforts made by all its employeestowards the growth & success of the Company. There was no material change in theScheme during the year under review.

The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulation 2014("SBEB Regulations"). The Company has received the certificate from the Auditorof the Company that the Scheme is implemented in accordance with the SBEB Regulations andthe resolution passed by the members. The Certificate will be available at the AnnualGeneral Meeting for inspection by the members.

The Company has not allotted any options to its Key Managerial Personnel; hence nodisclosure is required under Rule 12 of the Companies (Share Capital and Debentures)Rules 2014.

During the year under review 249000 options were converted into Equity Shares of theCompany. Post Allotment of Shares under Ujaas Employee Stock Option Scheme 2015 Paid-upShare Capital of the Company is increased to Rs. 200290000 /-

Further the Company has granted 1130000 stock Options under Ujaas Employee StockOptions Scheme 2015 to Four (4) Employees of the Company in the meeting of CompensationCommittee of the Board of Directors of the Company held on Wednesday 29th May2019.

The Disclosure with regard to Regulation 14 of SBEB Regulations shall form part of thisAnnual Report.

10. CREDIT RATING

During the year under review no credit rating has been obtained from any credit ratingagency.

11. REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THECOMPANIES ACT2013

In terms of Section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of Section 129 or Section 134 of theCompanies Act 2013 and that no revision has been made during any of the three precedingfinancial years.

12. RELATED PARTY TRANSACTIONS

During the year under review the Company entered into transactions with relatedparties as defined under Section 2(76) and Section 188 of the Companies Act 2013 rulesissued thereunder read with Regulation 2(zc) &Regulation 23 of the SEBI (ListingObligations& Disclosure Requirements) Regulations 2015.

All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on Related Party Transaction formulated inaccordance with the provisions of the Companies Act 2013 read with the Rules issuedthereunder along with the Listing Regulations.

As there were no material related party transactions during the year under reviewdisclosure in AOC-2 is not required. The policy on Related Party Transaction as approvedby the Board of Directors has been uploaded on the website of the company at www.ujaas.com

13. LOANS GUARANTEES AND INVESTMENTS

The Details of Loans Guarantees and Investments if any as covered under section 186of the Companies Act 2013 forms part of the notes to the Financial Statements of thecompany provided in this Annual Report.

14. DETAILS OF DEPOSITS ACCEPTED FROM DIRECTORS OF THE COMPANY

During the year under review Company has not accepted any Deposits from Directors ofthe Company.

15. DETAILS RELATED TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

The Company has not accepted any deposit from the public within the provisions ofSection 73 of the Companies Act 2013 & Companies (Acceptance of Deposits) Rules2014. There are no outstanding deposits from public as on 31st March 2021.

16. AUDITORS & THEIR REPORTS

> STATUTORY AUDITORS

Pursuant to the section 139 & other applicable provisions to Statutory Auditorsunder the Companies Act 2013 M/s. SMAK & Co. (formerly known as M/s Atishay&Associates) Chartered Accountants Indore (Firm Registration No. 020120C) were appointedas Statutory Auditors of the Company w.e.f. 19th September 2017 i.e. from theconclusion of 18th Annual General Meeting of the Company till the Conclusion of23rd Annual General Meeting of the Company. The annual fees of the auditor areRs. 3.75 Lakh

In accordance with the Companies (Amendment) Act2017 the matter related to theratification of appointment of the Statutory Auditor by members at the Annual GeneralMeeting of the Company is no more required.

> STATUTORY AUDITORS' REPORT

The audit qualifications reservations adverse remarks or disclaimers in the Auditors'Report for the financial year 2020-21 are as under:

Audit Qualification

(Explanation on Audit Qualifications are set out in Annexure 7 of this report in theformat prescribed by the SEBI Circular dated May 27 2016.)

1. As mentioned in Note1 &2 of the Statement creditors were called upon to submittheir claims. Claims submitted by the Financial creditors and operational creditors aresubject to reconciliations. Pending reconciliation and final outcome of the CIRP noaccounting impact in the books of accounts has been made in respect of excess short ornon-receipts of claims for operational and financial creditors. Hence consequentialimpact if any on the financial results is currently unascertainable.

2. We have been informed by Resolution Professional the certain Information includingthe minutes of the meeting of the Committee of Creditor and the outcome of certainprocedures carried out as a part of the CIRP are confidential in nature and could not beshared with anyone other than the Committee of Creditor and NCLT. Accordingly we areunable to comment on the possible financial impact presentation and disclosure if anythat may arise if we have been provided access to those information.

3. As mentioned in Note No 3 of the Statement no impairment assessment of propertyplant and equipment and intangible asset in carrying value as at 31st March 2021 is made.Therefore we are unable to comment on consequential impairment if any that is requiredto be made in carrying value of property plant and equipment and intangible assets.

4. As mentioned in Note No. 5 regarding balance confirmations not been received inrespect of certain trade receivables trade and other payables and loans and advances asa result of which reconciliation process and consequential adjustments if any has notbeen carried out. The Company has adjusted I provided significant amounts basis itsinternal estimates against which necessary supporting documentation has not been madeavailable to us.

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 Act2013.

> SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Ashish Karodia Practicing Company Secretary (Membership No. F6549; COP No.6375) to undertake the Secretarial Audit of the Company for the Financial year 2020-21.

> SECRETARIAL AUDITOR'S REPORT

The Secretarial Audit Report for the financial year 2020-21 in prescribed format MR-3is annexed as Annexure 1 to the Board's Report. There are no qualifications reservationsadverse remarks or disclaimers in the Secretarial Audit Report.

17. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS

During the year under review the Board of Directors met three (3) times on 18thJuly 2020 3rd December 2020 and 12th February 2021.

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 not held due to the pre-occupation of theindependent directors.

18. AUDIT COMMITTEE

As on 31st March 2021 the Audit Committee of the Board of Directors of the Companycomprised of three (3) members namely Mrs. Yamini Karmarkar Mr. Prakash Dandekar &Mr. Anurag Mundra majority of them being Independent Directors except Mr. Anurag Mundrawho is a Whole Time Director. Mrs. Yamini Karmarkar being an Independent Director is theChairperson of the Audit Committee.

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

19. OTHER COMMITTEES OF THE BOARD

As prescribed under the Companies Act2013 & SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Board of Directors of your Company has thefollowing mandatory committees along with Audit Committee as discussed in point no.18 ofthis Report:

1. Nomination and Remuneration Committee

2. Stakeholders Relationship Committee

3. Compensation Committee

4. Corporate Social Responsibility Committee The details of the committees along withtheir composition number of meetings and attendance at the meetings are provided in theCorporate Governance Report.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

> DIRECTORS

a) In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Article of Association Mr. Vikalp Mundra (DIN: 00113145) Director of theCompany will retire by rotation at the ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment.

The Board recommends the re-appointment of Mr. Vikalp Mundra for the consideration ofthe members of the Company at the ensuing Annual General Meeting. The brief resume of theDirector and other related information has been provided in the notes to the Noticeconvening 22nd Annual General Meeting (AGM) of the Company.

b) In accordance with Provisions of section 196 197198 and 203 read with Schedule Vand other applicable provisions of Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014 (including any statutorymodifications or re-enactments thereof for the time being in force).

Further as per declaration received from the Director of the Company pursuant toSection 164 of the Companies Act 2013 the Board apprised the same and found thatdirectors are not disqualified from holding office as director.

> KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act2013 & section 2(51) of the CompaniesAmendment Act 2017 the following are designated as Key Managerial Personnel of yourCompany by the Board:

Ms. Saloni Naidu resigned from the company on 17th September 2020.Subsequently Board has appointed Mr. Karan Kapoor(Membership No. A62023) as CompanySecretary & Compliance Officer of the Company w.e.f. 18th September 2020.

S.No Name Designation
1. Mr. S.S. Mundra Chairman & Director
2. Mr. Vikalp Mundra Director
3. Mr. Anurag Mundra Director & CFO
4. Ms. Saloni Naidu Company Secretary & Compliance Officer (till 17th September 2020).
5. Mr. Karan Kapoor Company Secretary & Compliance Officer (w.e.f. 18th September 2020).

NOTE:- The company is under Corporate Insolvency Resolution Process (CIRP) under whichthe power of management is vested with Resolution Professional (RP) and due to this allthe executive directors have been treated as non-executive directors except Mr. AnuragMundra as he is director as well as the CFO of the company. Furthermore the term ofperiod of Managing director and Joint Managing Directors had been expired on 24thSeptember 2020 and till now no re-appointment have been made and all the directors arecontinuing as a non-executive director.

21. INDEPENDENT DIRECTORS

a) Declaration by Independent Director: All the

Independent Directors of the Company have given declarations that they meet thecriteria of Independence as laid down under section 149(6) of the Companies Act 2013&Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.

b) Familiarization Programme : As per Regulation 25(7)of SEBI(Listing Obligations&Disclosure Requirements) Regulations 2015the details of the FamiliarizationProgramme for Independent Directors have been detailed out in Corporate Governance Reportforming part of this Annual Report & is also disclosed on website of the Companyi.e.www.ujaas.com

c) Meeting: Pursuant to the requirement of Schedule IV to the Companies act 2013 &SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 a separatemeeting of the Independent Directors of the Company was not held due to the pre-occupationof the independent directors.

22. 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: -

1. In the preparation of the annual accounts for the year ended March 31 2021 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;

2. 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 312021 and of the profit ofthe Company for the financial year ended on March 31 2021;

3. 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

4. The annual accounts have been prepared on a ‘going concern' basis;

5. Proper internal financial controls are followed by the Company and that suchfinancial controls are adequate and are operating effectively; and

6. Proper systems to ensure compliance with the provisions of all applicable laws werein place and such systems are adequate and operating effectively.

23. BOARD EVALUATION

Pursuant to the relevant provisions of the Companies Act2013 & SEBI (ListingObligations & Disclosure Requirements) Regulations2015 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 theChairman & Non-Independent Directors was carried out by the Independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process. Moredetails on the same is given in the Corporate Governance Section forming part of thisAnnual Report.

24. 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.

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.

25. CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY (CSR Initiatives)

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 2 of this report in the format prescribed in the Company's (CorporateSocial Responsibility policy) Rules 2014.

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

26. RISK MANAGEMENT FRAMEWORK

The Company has laid down a well-defined Risk Management mechanism covering the riskmapping & analysis risk exposure potential impact & risk mitigation measures. Adetailed exercise is carried out every year to identify evaluate manage & monitorthe principle risks that can impact the Company's ability to achieve its strategic &financial objectives.

The Board periodically reviews the risks & suggests steps to take control &mitigate the same through a properly defined framework. The Company has framed a RiskManagement Policy to identify & assess the key risk areas monitor & reportcompliance & effectiveness of the policy & procedure. The Company's policy on RiskManagement is available on the Company's websitewww.ujaas.com.

27. 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.

28. 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 Governancealong-with a Certificate from the Auditors on its Compliance forms an integral part ofthis report.

29. MANAGEMENT DISCUSSION& ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations& DisclosureRequirements) Regulations2015 the Management Discussion and Analysis Report forms anintegral part of this report and gives details of the overall industry structure economicdevelopments segment wise performance outlook risk and concerns internal controlsystem and their adequacy and other material development during the financial year2020-21.

30. NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Committee has framed a policy for selection &appointment of Directors including determining qualifications & independence ofDirectors Key Managerial Personnel Senior Management personnel & their remunerationas part of its charter& other matters as provided under Section 178(3) of theCompanies Act 2013. An extract of the policy covering these requirements is provided asAnnexure 3 of Board's Report. We affirm that the remuneration paid to Directors is as perthe remuneration policy of the Company. The Nomination and Remuneration policy of theCompany is available on the Company's website www.ujaas.com.

31. PARTICULARS OF EMPLOYEES

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 4 of Board's Report.

The Company had 105 employees as at March 312021. 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.

32. 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.

33. LISTING STATUS

Company's shares are listed with BSE Limited and National Stock Exchange of IndiaLimited. The Company has paid annual listing fee for Financial Year 2021-22 of both thestock exchanges in time. There was no suspension of trading during the year under review.

34. 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.

35. 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.

36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has in place an AntiSexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress the Compliantreceived regarding sexual harassment. All women employees (permanent temporarycontractual & trainee) are covered under this policy. The Company regularly conductsawareness programs. There was no case of Sexual harassment reported during the year underreview. The detailed description for the same is given in Corporate Governance Reportforming part of Annual Report.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

No significant and/or material orders were passed by the Regulators or Courts orTribunals impacting the going concern status of the Company during the year under review.

38. ANNUAL RETURN

The Annual Return of the Company as on 31st March 2021 in Form MGT - 7 in accordancewith Section 92(3) of the Act read with the Companies (Management and Administration)Rules 2014 is available on the website of the Company https://www.ujaas.com/.

39. 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 Board's Report.

40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC)

The Hon'ble National Company Law Tribunal ("NCLT')") had vide its orderdated September 17 2020 admitted the application for the initiation of the corporateinsolvency resolution process ("CIRP") of Ujaas Energy Limited("Company") ("Admission Order") in terms of the Insolvency andBankruptcy Code 2016 read with the rules and regulations framed thereunder as amendedfrom time to time ("Code"). Mr. Navin Khandelwal (IP Registration No.IBBI/IPA-001/IP-P00703/2017-18/11301) had been appointed as an interim resolutionprofessional under the provisions of Code vide the Admission Order. As per Section 17 ofthe Code the powers of the Board of Directors of the Company stand suspended and the samehave been vested with the Resolution Professional. Subsequently vide NCLT order dated 28thJanuary 2021 appointed Mr. Naveen Kumar Sood (IP Registration No. IBBI/IPA-001/IP-P00132/2017-2018/10274 to act Resolution Professional in place of Mr. Navin Khandelwal interms of the provisions of the Code.

41. DISCLOSURES ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS 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 5.

42. 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 ended31st March 2021.

43. INSURANCE

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

44. 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 the company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the company and during the period when the Trading window is closed. The Boardis responsible for implementation 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 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.

45. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA(ICSI)

The Company complies with the Secretarial Standards issued by ICSI one of the premierprofessional bodies in India.

46. 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.

47. APPRECIATION

Your Directors wish to place on record their deep appreciation to our ShareholdersCustomers Business Partners Vendors both Intemational& Domestic Bankers FinancialInstitutions& Academic Institutions.

Your Directors also thank the Government of India the Government of various states inIndia and concerned Government Departments and agencies for their cooperations. We placeon record our appreciation for the contribution made by our Employees at all levels.

UJAAS ENERGY LIMITED Undergoing Corporate Insolvency Resolution Process
S.S. Mundra
Place: Indore Chairman & Director (Member of Suspended Board of Directors)
Date: 2nd September 2021 DIN:00113199

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