Your Directors hereby present Twentieth Annual Report on the performance of yourCompany together with the Audited Standalone Financial Sta.tero.ents for the Financialyear ended 31st March 2019.
1. COMPANY OVER VIEW
"Ujaas" in local language stands for - "Light at the . Dawn".Ujaas is 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 new Ventureof Electric Vehicles. The Company has its corporate headquarters in Indore (M.R)
2. FINANCIAL HIGHLIGHTS AND COMPANY'S STATE OFAFFAIRS
The Company's financial performance on Standalone Basis for the year under reviewalong with previous figures are given hereunder:
|PARTICULARS || |
| ||2018-19 ||2017-18 |
|Revenue from Operations ||14444.93 ||33417.31 |
|Other Income . ||1729.90 ||326.85 |
|Total Expenses ||16059.26 ||31893.05 |
|EBITDA* ||2601.78 ||4365.34 |
|Depreciation ||827.90 ||822.00 |
|Interest and other borrowing cost ||1658.31 ||1692.23 |
|PBT(profit before tax.) ||115.57 ||1851.11 |
|Tax expenses ||544.18 ||15026 |
|PAT (profit after tax) ||660.82 ||1700.85 |
|EPS (earning per share) ||0.33 ||0.85 |
* Earning before finance cost tax and depreciation and amortization expenses.
3. PER FORMANCE REVIEW OF UJAAS
On the Standalone basisduring the F.Y under review' your Company's Gross Revenue fromoperations stood at INR 14444.93 lakhas compared to INR 3371.4.31 lakh in the previousyear. The Net Profit of the Company stood at lNR 660.82 lakh against INR 1700.85 lakhreported in the previous year.
The reduced turnover of the Company is due to ambiguity of tax rates applicable toEngineering procurement & construction (EPC) Contacts for Solar Power plants under GSTAct & a Competitive Landscape in the Industry.
Segment-wise Revenue details are as under:
|REVENUE FROM DIFFERENT SEGMENTS || |
Yearly Revenue (INR in Lakh)
| ||2019 ||2018 |
|Solar Power Plant Operation. Business ||4507.39 ||3155.84 |
|Manufacturing and. sale of solar power system ||11353.39 ||30261.47 |
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 infurther business development and to combat the current uncertainties in the Solarindustry.
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 FINANCIAL STATEMENTS
As on 31st March 2019. there were no associates and joint ventures within the meaningof Section 2(6) of the Companies Act 2013. Your Company "Ujaas Energy Limited''hasno Subsidiary Company as on 31.03.2019.
As there is no Subsidiary Company as on 31st March 2019disclosure in AOC-1 is notrequired.
Note: The Management Committee of the Board of Directors in its meeting held todayi.e. 11th March 2019 considered and approved disposal of its entire holding in itswholly own subsidiary Eizooba Energy One Limited to ACA International: Commerce FZE.
7. 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 2019 stood atRs.200031200 (Rupees Twenty Crore Thirty One Thousand two hundred).As on 31st March2019. 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. 31200/- postAllotment of Equity Shares under Ujaas Employee Stock Option Scheme. As on 31.03.2019 thePaid-up Share Capital of the Company is Rs. 200031200/- (2-00000000+31200).
8. 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 Auditor ofthe Company that the Scheme is implemented in accordance with the SBEB Regulations and theresolution passed by the members. The Certificate will be available at the Annual GeneralMeeting 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 31200 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. 200031200/-
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 May 2019.
The Disclosure with regard to Regulation 14 of SBEB Regulations shall form part ofAnnual Report for F.Y. 2019-20.
9. CREDIT RATING
During the year under review CR1SIL has assigned a credit rating BBB-/Negative forLong Term bank loan facilities& assigned rating CRISIL A3 for Short Term bank loanfacilities
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 Parly Transaction as approved bythe Board of Directors has been uploaded on the website of the company at www.ujaas. com
11. 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
12. DETAILS OF DEPOSITS ACCEPTED FROM DIRECTORS OF THE COMPANY
During the year under review the Company has accepted Loan from its Wholetime Directorupto a tune of Rs. 73500000 (Seven Crore Thirty Five Lakhs). Also the said transactionfalls under the category of Related Party Transactions & is detailed in notes toaccounts.
13. 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 ofSection73 of the Companies Act2013 &Companies (Acceptance of Deposits) Rules2014.There are no outstanding deposits from public as on 31st March. 2019.
IV 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 i.e from the conclusionof 18th Annual General Meeting of the Company till the Conclusion of 23rd Annual GeneralMeeting of the Company.
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 adverse remarks or disclaimers in theAuditors' Report for the financial year 2018-19.
During the year under review there were no frauds reported by the Auditors to theAudit Committee or the Board finder 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 theSecretarial Audit of the Company for the Financial year 2018-19.
SECRETARIAL AUDITOR'S REPORT
The Secretarial Audit Report for the financial year 201819 in prescribed format MR-3 isannexed as Annexure 2 to the Boards' Report. There are no qualifications reservationsadverse remarks or disclaimers in the Secretarial Audit Report
15. NUMBER OF MEETINGS OF TEE BOARD AND INDEPENDENT DIRECTORS
During tire year under review the Board of Directors met four (4) times on 29th May2018 13th August 2018 13th November 2018 & 14th February 2019.
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 1.4th February 2019 without thepresence of non-independent directors and members of the management to review theperformance of nonindependent 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.
16. AUDIT COMMITTEE
As on 31st March 2019 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.
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
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Article of Association Mr. Shyamsunder Mundra (DIN: 00113199) Chairman &Managing Director of the Company will retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment.
The Board recommends the re-appointment of Mr. Shvamsunder Mundra for theconsideration of the members of the Company at the ensuing Annual General Meeting. Thebrief resume of the Director and other related information has been provided in the notesto the Notice convening 20th Annual General Meeting (AGM) of the Company.
Further as per declaration received from the Director of the Company pursuant toSection 164 of the Companies Act 2013the Board apprised the same and found that thedirector is 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:
During the year under review Ms Shilpi Singh Company Secretary & ComplianceOfficer resigned from the position of Company Secretary & Compliance officer of theCompany w.e.f. 31st May 2019. The Board has appointed Ms. Sa'loni Naidu (Membership No.A59058) as Company Secretary & Compliance Officer ofthe Company w.e.f. 14th June2019
|S. No ||Name ||Designation |
|1 ||Mr. S.S. Mundra ||Chairman & Managing Director |
|2. ||Mr. VikalpMundra ||Joint Managing Director |
|3. ||Mr. Anurag Mundra ||Joint Managing Director & CFO |
|4. ||Ms Saloni Naidu ||Company Secretary & Compliance Officer w.e.f. 14th June 2019. |
19. INDEPENDENT DIRECTORS
a) Declaration by Independent Director: All the Independent Directors of the Companyhave given declarations that they meet the criteria of Independence as laid down undersection 149(6) of the Companies Act 2013& .Regulation 16 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.
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 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) Regulations2015a separatemeeting of the Independent Directors of the Company was held on 14thFebraary2019Further the details of Meeting of Independent Directors of the Company isgiven in Corporate Governance Report forming part of Annual Report.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 (including any statutorymodification (s) or re- enactment(s) thereof for the time being in force) the Directorsof the Company confirms that: -
a) In the preparation of the annual accounts for the year ended March 31 2019 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 312019 and of the profit ofthe Company for the financial year ended on March 31 2019;
c) Proper and sufficient care has been taken for the maintenance of adeqiiateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a 'going concern' basis;
e) 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
21. 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. & NonIndependent 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.
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.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.
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 3 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.njaas.com
24. 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 website www.ujaas.com
25. INTERNAL FINANClAL 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 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.
27. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015the Management Discussion and Analysis Report forms anintegral part of this report and. gives details of the overall industry structureeconomic developments segment wise performance outlook risk and concerns internalcontrol system and their adequacy and other material development during the financialyear 2018-19.
28. 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 4 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 websitewww.ujaas.com
29. 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 5 of Board's Report.
The Company had 213 employees as at March 312019. 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.
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 ofthe-facility 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 2019-20 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 piliar 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.
34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION & REDRESSAL) ACT 2013
The Company has in place an Anti Sexual 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 programmes. There was no case of Sexual harassment reported during the yearunder review. The detailed description for the same is given in Corporate GovernanceReport forming part of Annual. Report.
35. 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.
36. 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. 312019 formspart of this report as Annexure-1.
37. 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
38. 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) ofthe Companies Act 2013read with rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure 6.
39. BUSINESS REPORTING FRAME WORK
Business responsibility reporting as required by Regulation 34(2)(fj ofthe SEBI(Listing Obligations and Disclosure Requirements) 2015 with Stock Exchange is notapplicable to your company for the financial year end rug 31st March 2019.
The Company has taken adequate insurance cover for all its movable & immovableassets for various types of risks.
41. 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
42. 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.
43. 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 deep appreciation to our ShareholdersCustomers Business Partners Vendors both International & Domestic BankersFinancial Institntions & 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.
|For & On Behalf of the Board of Directors |
| ||S.S. Mundra |
|Place: Indore ||Chairman & Managing Director |
|Date 15th July 2019 ||DIN:00113199 |