Your Directors have great pleasure to present the 19th Annual Report of UjaasEnergy Limited ("the Company" or "Ujaas") on the business andoperations of the Company alongwith the Audited Financial Statements for the FinancialYear ended 31st March 2018.
1. COMPANY OVERVIEW
Ujaas is one of the leading solution providers 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 corporateheadquarters in Indore (M.P.).
2. FINANCIAL HIGHLIGHTS
The Company's financial performance both on standalone as well as consolidated basisfor the year under review along with previous figures are given hereunder:
| || || || |
(Rs. in lakh except for EPS)
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
| ||2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Revenue from Operations ||33417.31 ||48634.78 ||33417.31 ||48634.78 |
|Other Income ||326.85 ||432.89 ||321.72 ||421.45 |
|Total Expenses ||29378.82 ||41613.70 ||29378.82 ||41548.41 |
|EBITDA* ||4365.34 ||7453.97 ||4360.21 ||7507.82 |
|Depreciation ||822.00 ||816.56 ||822.00 ||816.56 |
|Interest and other borrowing cost ||1692.23 ||1835.27 ||1692.23 ||1835.27 |
|PBT(profit before tax) ||1851.11 ||4802.14 ||1845.98 ||4855.99 |
|Tax expenses ||150.26 ||1208.9 ||150.26 ||1208.9 |
|PAT (profit after tax) ||1700.85 ||3593.24 ||1695.72 ||3647.09 |
|EPS (earning per share) ||0.85 ||1.80 ||0.85 ||1.82 |
3. PERFORMANCE REVIEW & COMPANY'S STATE OF AFFAIRS
Your Company has reported 28.88% downfall in its annual turnover in comparison to theprevious year due to the impact of GST delay in project execution & drastic slowdownin the market since July 01 2017. During the F.Y. under review at Standalone level theGross Revenue from operations stood at INR 33417.31 lakh as compared to INR 48634.78lakh in the previous year. The Net Profit of the Company stood at INR 1700.85 lakhagainst INR 3593.24 lakh reported in the previous year.
On consolidated basis Gross Revenue from operations for the F.Y. under review was INR33417.31 lakh (Previous year INR 48634.78 lakh). The consolidated net profit for theyear stood at INR 1695.72 lakh against INR 3647.09 lakh in the previous year.
Segment-wise Revenue details are as under: -
|REVENUE FROM DIFFERENT ||Yearly Revenue (INR in Lakh) |
| ||2018 ||2017 |
|SEGMENTS || || |
|Solar Power Plant Operation Business ||3155.84 ||4285.67 |
|Manufacturing and sale of solar power system ||30261.47 ||44349.11 |
During the year under review your Directors have not recommended any dividend due tothe downfall in the turnover of the Company. The Company is deploying the funds in furtherbusiness development and to combat the current uncertainties in the Solar industry.
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. SUBSIDIARIES ASSOCIATES JOINT VENTURES AND CONSOLIDATED FINANCIALSTATEMENTS
As on 31st March 2018 there were no associates and joint ventures withinthe meaning of Section 2(6) of the Companies Act 2013 and your Company has 2 (two)subsidiary companies whereby 1(one) is a wholly own subsidiary incorporated in Ugandanamed as Eizooba Energy One Limited and a subsidiary named as Ujaas Energy Limited(registered at RAK offshore Dubai) wherein no capital has been deployed yet.
A statement containing silent 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 business.
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.
The Consolidated financial statements of the Company including all subsidiaries dulyaudited by the Statutory Auditors are presented in the Annual Report. The consolidation offinancial statements is done in accordance with the Companies Act 2013 and IndianAccounting Standards issued by the Institute of Chartered Accountants of India asapplicable on the Company w.e.f. 1st April 2017. The consolidated financialstatements form an integral part of the Report. The Audited financial statements arereviewed by the Audit Committee and the Board of Directors.
7. 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 2018 stood at Rs.200000000 (Rupees Twenty Crore). As on 31st March 2018 none of theDirectors of the Company hold instruments convertible into Equity Shares of the Company.
8. EMPLOYEES STOCK OPTION SCHEME
Currently the Company has 1(one) Employee Stock Option Scheme namely "UjaasEmployee Stock Option Scheme 2015" ("ESOS 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 BasedEmployee Benefits) Regulation 2014 ("SBEB Regulations"). The Company hasreceived the certificate from the Auditor of the Company that the Scheme is implemented inaccordance with the SBEB Regulations and the resolution passed by the members. TheCertificate will be available at the Annual General Meeting for inspection by the members.During the year under review the Compensation Committee had granted 1119000 stockoptions to the eligible employees under the scheme. The Company has not allotted anyoptions to its Key Managerial Personnel; hence no disclosure is required under Rule 12 ofthe Companies (Share Capital and Debentures) Rules 2014.
The Disclosure with regard to Regulation 14 of SBEB Regulations is annexed as Annexure- 8 to this report and is also available on the website of the Company underhttps://www.ujaas.com/esos/
9. CREDIT RATING
During the year under review CRISIL has assigned a credit rating CRISIL-BBB+ ratingfor long term bank loan facilities and "CRISIL A2" rating for the short-termbank loan facilities.
10. 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. Further the Company did notenter into material significant transactions with Promoters Key Managerial Personnel orany other related parties.
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
11. 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 LoansGuarantees and Investments as covered under section 186 of the Companies Act 2013 formspart of the notes to the Financial Statements of the company provided in this AnnualReport.
12. 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. 16500000 (Rupees One crore sixty-five lakhs only) pursuant to the approval ofthe Board in their meeting held on 14th August 2017 in addition to the loanof
Rs. 270000000 (Rupees Twenty seven Crore only) taken from them in F.Y.2016-17 withthe approval of the Board of Directors in their meeting held on 27th February2017. Also the said transaction falls under the category of related party transactionsand is detailed in notes to accounts.
13. DETAILS RELATED TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013
The Company has not accepted any fixed 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 2018.
14. AUDITORS & THEIR REPORTS
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 Auditor of the Company w.e.f. 19th September 2017 (date of lastAnnual General Meeting).
In accordance with the Companies (Amendment) Act 2017 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
There are no qualifications reservations or adverse remarks in the Auditors' Reportfor the financial year 2017-18.
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.
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 2017-18.
SECRETARIAL AUDITOR'S REPORT
The Secretarial Audit Report for the financial year 2017-18 in prescribed format MR-3is annexed as Annexure 3 to the Boards' Report. There are no qualificationsreservations or adverse remarks in the Secretarial Audit Report.
15. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS
During the year under review the Board of Directors met four (4) times on 29thMay 2017 14th August 2017 10th November 2017 & 13thFebruary 2018.
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 13th February 2018 without the presence ofnon-independent directors and members of the management to review the performance ofnon-independent directors and the Board as a whole the performance of the Chairman of theCompany and also to access the quality quantity and timeliness of the flow of informationbetween the Company management and the Board.
16. AUDIT COMMITTEE
As on 31st March 2018 the Audit Committee of the Board of Directors of theCompany comprised of three (3) members namely Mr. Santosh Muchhal(*) Mrs. AartiJhaveri(*) and Mr. Anurag Mundra majority of them being Independent Directors except Mr.Anurag Mundra who is a Whole Time Director. Mr. Santosh Muchhal being an IndependentDirector is the Chairman of the Audit Committee. The Committee was reconstituted w.e.f. 2ndApril 2018 comprising of Mrs. Yamini Karmarkar(**) as a Chairperson of the Committee& Mr. Prakash Dandekar(**) & Mr. Anurag Mundra as members of the Committee.
The Board accepted the recommendations of Audit Committee whenever made by theCommittee during the year.
(*) Mr. Santosh Muchhal & Mrs. Aarti Jhaveri retired from the directorship ofthe Company & therefore ceased to be the members of the Committee w. e. f. the closinghours of 31.03.2018.
(**) Mrs. Yamini Karmarkar was made Chairperson & Mr. Prakash Dandekarwas made a member of the Committee w.e.f. 02.04.2018.
17. OTHER COMMITTEES OF THE BOARD
As prescribed under the Companies Act 2013 & 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.16 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 with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
18. 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. Vikalp Mundra (DIN: 00113145) Joint ManagingDirector of the Company will retire by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment.
Pursuant to Section 149 of the Companies Act 2013 Schedule IV & all otherapplicable provisions if any of the Companies Act 2013 read with Companies (Appointment& Qualification of Directors) Rules 2014 Mr. Piyush Kumar Sinha (DIN: 00484132) wasappointed as an Additional (Independent & Non-executive) Director w.e.f.13.02.2018& Mrs. Yamini Karmarkar (DIN: 07543128) & Mr. Prakash Dandekar (DIN: 08082848) asan Additional (Independent & Non-executive) Director w.e.f.29.03.2018.
The Board recommends the re-appointment of Mr. Vikalp Mundra & appointment of Mr.Piyush Kumar Sinha Mrs. Yamini Karmarkar & Mr. Prakash Dandekar for theconsideration of the members of the Company at the ensuing Annual General Meeting. Thebrief resume of the Directors and other related information has been provided in the notesto the Notice convening 19th Annual General Meeting (AGM) 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 Companies Act 2013 & section 2(51) of the CompaniesAmendment Act 2017 the following are designated as Key Managerial Personnel of yourCompany by the Board:
|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 |
19. INDEPENDENT DIRECTORS a) Declaration by Independent Director: All theIndependent Directors have submitted declaration to the Board that they fulfill all therequirements as stipulated in Section 149(6) of the Companies Act 2013. So as to qualifythemselves to be appointed as Independent Directors under the provisions of the CompaniesAct 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
b) Familiarization Programme : As per Regulation 25(7) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the details of theFamiliarization programme for Independent Directors have been detailed out in CorporateGovernance Report forming part of this Annual Report & is also disclosed on website ofthe Company i.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 aseparate meeting of the Independent Directors of the Company was also held on 13thFebruary 2018 without the presence of non-independent directors & members of themanagement to review the performance of non-independent directors & the Board as awhole the performance of the Chairman of the Company & also to access the qualityquantity & timeliness of the flow of the information between the Company management& the Board.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 (including any statutorymodification (s) or re-enactment(s) thereof for the time being in force) the Directors ofthe Company confirms that: - a) In the preparation of the annual accounts for the yearended March 31 2018 the applicable accounting standards read with requirements set outunder Schedule III to the Act have been followed and there are no material departuresfrom the same; b) The Directors have approved the accounting policies and have appliedconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 31 2018 and ofthe profit of the Company for the financial year ended on March 31 2018; c) Proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) The annual accounts havebeen prepared on a going concern' basis; e) Proper internal financial controls arefollowed by the Company and that such financial controls are adequate and are operatingeffectively; and f) Proper systems to ensure compliance with the provisions of allapplicable laws were in place and such systems are adequate and operating effectively.
21. BOARD EVALUATION
Pursuant to the relevant provisions of the Companies Act 2013 & 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 theChairman & Non-Independent Directors was carried out by the Independent Directors. TheBoard of Directors expressed their satisfaction with the evaluation process. More detailson the same is given in the Corporate Governance Section forming part of this AnnualReport.
22. 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.comThe policy is in the line with the provisions of Section 177(9) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
23. CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY (CSR Intiatives)
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 this report in the format prescribed in the Company's(Corporate Social Responsibility policy) Rules 2014. The Company's policy on CSR isavailable on the Company's website www.ujaas.com
24. RISK MANAGEMENT FRAMEWORK
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. TheCompany has laid down a well defined risk management mechanism covering the risk mapping& analysis risk exposure potential impact& risk mitigation measures. 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:
The Company's policy on Risk Management is available on the Company's websitewww.ujaas.com.
25. 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.
26. CORPORATE GOVERNANCE
Your Company believes in adopting best practices of Corporate Governance. In Compliancewith Regulation 34(3) and Schedule V of the Listing Regulations a Separate report onCorporate Governance along-with a Certificate from the Auditors on its Compliance formsan integral part of this report.
27. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 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 year2017-18.
28. 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.
29. 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. The Company had 441employees as at March 31 2018. None of the employees of the Company were in receipt ofremuneration of Rs. 10200000/- per annum or Rs. 850000/- per month during the yearunder review.
30. 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.
31. 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 2018-19 of both thestock exchanges in time. There was no suspension of trading during the year under review.
32. 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 Industrialrelations continued to be healthy cordial and harmonious during the period under review.
33. 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.
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.
34. 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.
35. EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and subsection (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 2018 formspart of this report as Annexure-2.
36. 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.
37. 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 7.
38. 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 31st March 2018.
The Company has taken adequate insurance cover for all its movable & immovableassets for various types of risks.
40. 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 companycovering code of practices and procedure for fair disclosure of unpublished pricesensitive information and code of conduct for the prevention of insider trading isavailable on the website of the company at www.ujaas.com.
41. 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.
42. 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.
Your Directors wish to place on record their sincere thanks to all the employeesCustomers vendors investors and academic partners 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 cooperations. TheDirectors appreciate and value the contribution made by every member of UJAAS Family.
| ||For & on Behalf of the Board of Directors |
| ||S.S. Mundra |
|Place: Indore ||Chairman & Managing Director |
|Date:13.08.2018 ||DIN:00113199 |
Annexure 1 Form AOC-1
Statement pursuant to first proviso to sub-section (3) of section 129 of the CompaniesAct 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 in the prescribed FormAOC-1 relating to Subsidiary Companies:
|S. No. ||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 2018 (acquired on 16/7/14) ||March 312018 (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 = UGX 55.91 || |
|4. ||Share Capital ||13.73 ||574.72 ||- |
|5. ||Reserve & Surplus ||15.27 ||1316.04 ||- |
|6. ||Total Assets ||38.79 ||1509.80 ||- |
|7. ||Total Liabilities ||38.79 ||1509.80 ||- |
|8. ||Investments ||Nil ||Nil ||- |
|9. ||Turnover ||Nil ||Nil ||- |
|10. ||Profit/(Loss) before taxation ||(5.13) ||(289.22) ||- |
|11. ||Provision for taxation ||Nil ||Nil ||- |
|12. ||Profit/(Loss) after taxation ||(5.13) ||(289.22) ||- |
|13. ||Proposed Dividend ||Nil ||Nil ||- |
|14. ||% of Shareholding ||100 || || |
*No funds have been deployed in Ujaas Energy Limited Dubai.
1. All subsidiaries are yet to commence operations .
2. No subsidiary has been liquidated or sold during the year 2017-18 Date: 13.08.2018Place: Indore
NOMINATION AND REMUNERATION POLICY
UJAAS ENERGY LIMITED
1. Purpose and Objectives
Human Resource is the most valuable asset of an organization. The Nomination andRemuneration Committee has been established by the Board. This policy has been formulatedin order to pay equitable remuneration to the officers of the Company. Its primaryfunction is to assist the Board in fulfilling its responsibilities in relation tocompensation of the Company's officers and in the search for and evaluation of potentialnew Directors and by ensuring that the size composition and performance of the Board isappropriate for the scope of the Company's activities. The Committee has overallresponsibility for evaluating and recommending to the Board remuneration policy andpractice which is consistent with and supports the strategic direction and objectives ofthe Company. In performing its duties the Nomination and Remuneration Committee shallhave direct access to the resources of the Company as it may reasonably require and shallseek to maintain effective working relationships with management.
2. Objective and Purpose of the policy a)Toformulatethecriteriafordeterminingqualifications competencies positive attributes andindependence for appointment of a Director (Executive / Non Executive) and recommend tothe Board policies relating to the remuneration of Directors Key Managerial Personnel. b)To formulate the criteria for evaluation of performance of all the Directors on the Board;c) To devise a policy on Board diversity; d) The policy also addresses Committee memberqualification Committee member appointment and removal Committee structure and operationand committee reporting to the Board;
3. Membership and Meetings
The following are the membership and meeting requirements of the Nomination andRemuneration Committee (the Committee'): (a) The Committee should consist of threeor more non-executive directors out of which at least one half shall be independentdirector.
(b) The member Directors shall have the right to attend all meetings of the Committeeat their own election. (c) Election and removal of members by the Board shall be bymajority vote.
(d) The duties and responsibilities of the members of the Committee are in addition tothose as a member of the Board of Directors.
(e) The Committee shall meet as per the requirement. (f) The Committee may invite theChief Executive Officer/Managing Director (or equivalent) Chief Financial Officer (orequivalent) and other members of management to attend each meeting (though not necessarilyfor all the agenda). The Board shall appoint an executive as Secretary to the Committee.The Secretary in conjunction with the Chairperson is responsible for setting the meetingschedule for the year circulating the meeting agenda and supporting material to allcommittee members and management representatives prior to each meeting. Normal committeedistribution requirements for minutes agendas and supporting material will apply.
4. Nomination and Remuneration Committee Responsibilities Nomination
The responsibilities of the Nomination and Remuneration Committee: (a) Review and makerecommendations to the Board on the:
1. Appointment and removal of Directors;
2. Directors' development and succession planning;
3. Size skills and composition of the Board.
(b) Evaluate and make recommendations to the Board regarding the Board's performance.
(a) Review the competitiveness of the Company's executive compensation programs toensure that: 1. the Company is able to attract and retain suitably qualified executives;2. executives are motivated to achieve the Company's business objectives; and 3. theinterests of key employees are aligned with the long term interests of shareholders.
(b) Ensure that the Company develops and implements appropriate programs in thefollowing areas:
1. Recruitment retention and termination of employment;
2. Senior management and staff development and succession planning;
3. Performance appraisal of employees;
4. Remuneration of employees including Non-executive Directors and Executive Directors
5. Short and long term incentive plans for employees;
6. Employee superannuation arrangements.
(c) Make recommendations to the Board in relation to: 1. the annual performance targetsfor Executive Directors and senior executives reporting to the CEO/MD; 2. the assessmentof the performance of Executive Directors and senior executives reporting to the CEO/MD;3. the annual remuneration of Executive Directors and senior executives reporting to theCEO/MD; 4. the annual remuneration assumptions and budget for the organisation.
(d) Review and make recommendations to the Board regarding:
1. Non-executive Directors fees;
2. Renewal/termination of senior executive service contracts;
3. Directors & Officers Liability insurance cover.
- Provide the Board with minutes of Nomination and Remuneration Committee meetings andreport the Committee's actions to the Board with appropriate recommendations.
- Provide a statement for inclusion in the annual report that describes the Committee'scomposition and how its responsibilities were discharged.
- Have the authority to conduct or authorise investigations into any matters within theCommittee's scope of responsibility. The Committee has the ability to retain independentcounsel professional advisors or others to assist it in the conduct of anyinvestigation.
- Review and update the Committee's Charter for approval by the Board.
- Perform such other functions as assigned by the Board.
5. Committee Performance
The Board will from time to time evaluate the performance of the Committee to determinewhether it is functioning effectively by reference to its Charter and to current bestpractice.
| ||For & On Behalf of the Board of Directors |
| ||S.S. Mundra |
| ||Chairman & Managing Director |
| ||DIN:00113199 |
|Place: Indore || |
|Date: 13.08.2018 || |
a) Information as per Section 197 of the Companies Act 2013 read with the rule 5 (1)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014:
|S. No. ||REQUIREMENTS ||DISCLOSURE || |
|1. ||The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year ||Name of Director ||Ratio |
| || ||Mr. Shyam Sunder Mundra ||6.67 |
| || ||Mr. Vikalp Mundra ||5.83 |
| || ||Mr. Anurag Mundra ||5.83 |
| || ||Mrs. Yamini Karmarkar ||NA |
| || ||Mr. Prakash Dandekar ||NA |
| || ||Mr. Piyush Kumar Sinha ||NA |
| || ||1. For this purpose sitting fees paid to Independent directors have not been considered as Remuneration. |
|2. ||The percentage increase in remuneration of each Director Chief financial officer (CFO) Company Secretary(CS) in the financial year ||Name of Director / KMP ||Increase/ Decrease |
| || ||Mr. Shyam Sunder Mundra (Chairman & MD) ||(75.00)% |
| || ||Mr. Anurag Mundra (JMD & CFO) ||(75.00)% |
| || ||Mr. Vikalp Mundra (JMD) ||(75.00)% |
| || ||Mrs. Yamini Karmarkar ||NA |
| || ||Mr. Prakash Dandekar ||NA |
| || ||Mrs. Yamini Karmarkar ||NA |
| || ||Ms. Shilpi Singh ||5.56% |
|3. ||The Percentage increase in the median remuneration of the employees in the financial year ||During the year the percentage increase in median remuneration of the employees as compared to previous year is (26.54)% |
|4. ||The number of permanent employees on the rolls of the Company ||There were 361 permanent employees as on March 31 2018 |
|5. ||Average percentile increase already made in the salaries of employees other than the managerial personnel in the last year and its comparison with the percentile increase in the managerial remuneration and justifications thereof and point out if there is any exceptional circumstances for increase in the managerial remuneration. ||The average annual increase in salaries of employees was around 10.92% (other than managerial personnel) whereas remuneration to managerial personnel (except CS) is decreased by 55% |
|6. ||Affirmation that the remuneration is as per the remuneration policy of the Company ||The remuneration is as per the Nomination and Remuneration policy of the Company |
| ||For & On Behalf of the Board of Directors |
| ||S.S. Mundra |
|Place: Indore ||Chairman & Managing Director |
|Date: 13.08.2018 ||DIN:00113199 |
DISLOSURE ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Information as required under Section134(3)(m) of the Companies Act2013 read withRule8(3) of Companies (Accounts) Rules2014 are set out hereunder:-
A. Conservation of Energy
Ujaas is putting its sincere efforts in contributing towards green energy. We haveintroduced various new products and solutions for producing clean energy. The Company aimsat becoming the pioneer in "Generation of Green Energy". As the nature of ouroperations is covered under conservation of energy itself. Hence there are no separateactivities undertaken by the Company under the head of "Conservation of energy".
B. Technology Absorption
Research and Development (R & D)
R & D is a continuous activity instead of one-time activity. During the year underreview there were no R & D expenditure.
C. Foreign Exchange Earnings & Outgo
|S. No. ||Particulars ||2017-18 ||2016-17 |
|1. ||Total Foreign Exchange Earned ||5.13 ||11.43 |
|2. ||Total Foreign Exchange Used ||6287.16 ||16389.43 |
DISCLOSURES WITH RESPECT TO EMPLOYEES STOCK OPTION SCHEME PURSUANT TO REGULATION 14 OFTHE SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS2014 AS ON MARCH 31 2018 AND THE DETAILS OF OPTIONS GRANTED UNDER VARIOUS ESOS OF THECOMPANY AS REQUIRED TO BE PROVIDED IN TERMS OF RULE 12(9) OF THE COMPANIES (SHARE CAPITALAND DEBENTURES) RULES 2014:
There was no material change in the ESOS Schemes. The ESOS Scheme is in compliance withthe regulations.
Further the following details inter alia shall be disclosed on the company's websiteand a web-link thereto shall be provided in the report of board of directors.
A. Relevant disclosures in terms of Indian Accounting Standard (Ind AS - 102) underSection 133 of the Companies Act 2013 read with the Companies (Indian AccountingStandards) Rules 2015.
Members may refer to Note no. (j) contained in the Notes to Financial Statementsforming part of Annual Financial Statements for the Financial Year ended on 31stMarch 2018.
B. Diluted EPS on issue of shares pursuant to all the schemes covered under theregulations shall be disclosed in accordance with Ind AS- 33'- Earnings per Share'under Section 133 of the Companies Act 2013 read with the Companies (Indian AccountingStandards) Rules 2015.
Diluted EPS before and after extraordinary items for the year ended 31stMarch 2018 is 0.85. C. Details related to Employee Stock Option Scheme (ESOS) of theCompany i. Description of each ESOS that existed at any time during the yearincluding the general terms and conditions of each ESOS including:
|S. No. ||Particulars ||Employee Stock Option Scheme 2015 |
|(i) ||Date of shareholders' approval ||23rd September 2015 |
|(ii) ||Total number of options approved under ESOS ||4000000 options representing equity shares of a face value of Rs. 1/- each. |
|(iii) ||Vesting Requirements ||Options shall vest over a period of 3 years from the date of grant of options as under: |
| || ||a) 30% on first anniversary of Grant Date |
| || ||b) 35% on second anniversary of Grant Date and |
| || ||c) 35% on third anniversary of Grant Date rounded up to whole numbers. |
|(iv) ||Exercise price/Pricing formula ||Rs. 1/- |
|(v) ||Maximum term of options granted ||7years |
|(vi) ||Source of shares(primary secondary or combination) ||Primary |
|(vii) ||Variation in terms of options ||None during the year |
ii. Method used to account for ESOS (Intrinsic or Fair value): Fair Value iii. Wherethe Company opts for expensing of the options using the intrinsic value of the optionsthe difference between the employee compensation cost so computed and the employeecompensation cost that shall have been recognized if it had used the fair value of theoptions shall be disclosed. The impact of this difference on profits and on EPS of theCompany shall also be disclosed.
Since the Company opts for expensing of the options using fair value so the Company isnot required to disclose impact of any difference arising due to intrinsic value and thefair value on profits and on EPS of the Company.Option Movement during the year (For eachESOS):
|iv. ||Option Movement during the year: || |
| ||Particulars ||Employee Stock Option Scheme 2015 |
| ||Number of options outstanding at the beginning of the period ||- |
| ||Number of options granted during the year ||1119000 |
| ||Number of options forfeited / lapsed during the year ||15000 |
| ||Number of options vested during the year ||- |
| ||Number of options exercised during the year ||- |
| ||Number of shares arising as a result of exercise of options ||- |
| ||Money realized by exercise of options (INR) if scheme is implemented directly by the company ||- |
| ||Loan repaid by the Trust during the year from exercise price received ||- |
| ||Number of options outstanding at the end of the year ||1104000 |
| ||Number of options exercisable at the end of the year ||- |
| ||A. Weighted average exercise prices ||Re.1/- |
| ||B. Weighted-average fair values of options ||14.25/- |
v. Employee wise details (name of employee designation number of options grantedduring the year exercise price) of options granted to a. Senior managerial personnel;
|S. No ||Name of Employees ||Designation ||No. of Options granted in FY 2017-18 ||Exercise Price |
|1 ||Sumit Somani ||Business Head- Parks ||1000000 ||Rs. 1/- |
|2 ||Pawan Kothari ||AVP-Strategy ||76000 ||Rs. 1/- |
|3 ||Rajesh Mehta ||Head- O&M ||28000 ||Rs. 1/- |
b. any other employee who receives a grant in any one year of option amounting to 5% ormore of option granted during that year; - Mr. Sumit Somani has been granted options morethan 5% options of the total options granted during the year c. identified employees whowere granted option during any one year equal to or exceeding 1% of the issued capital(excluding outstanding warrants and conversions) of the company at the time of grant. -None vi. A description of the method and significant assumptions used during the year toestimate the fair value of options including the following information: a. theweighted-average values of share price exercise price expected volatility expectedoption life expected dividends the risk-free interest rate and any other inputs to themodel;
|Sl. No. ||Particulars ||2017-18 |
|(i) ||Weighted average risk-free interest rate ||7.03% |
|(ii) ||Weighted average expected life of options ||3.7 years |
|(iii) ||Weighted average expected volatility ||56.51% |
|(iv) ||Weighted average expected dividends over life of the options ||0.0033 per option |
|(v) ||Weighted average share price ||Rs. 15.11 |
|(vi) ||Weighted average exercise price ||Rs. 1/- per share |
b. the method used and the assumptions made to incorporate the effects of expectedearly exercise; - Black Scholes options pricing model. c. how expected volatility wasdetermined including an explanation of the extent to which expected volatility was basedon historical volatility; and Expected volatility is based on the historical volatility ofthe Company's share price applicable to the total expected life of each option. d. whetherand how any other features of the option grant were incorporated into the measurement offair value such as a market condition; - None.
| ||For & on Behalf of the Board of Directors |
| ||S.S. Mundra |
|Place: Indore ||Chairman & Managing Director |
|Date: 13.08.2018 ||DIN:00113199 |