BOARD'S REPORT Dear Members, Your Directors have pleasure in presenting their 16th Annual Report on the business and operations of the company together with the Audited Financial Statements and Auditors' Report for the financial year ended 31st March, 2015. STATEMENT OF COMPANY'S AFFAIRS Although all the three subsidiaries of Ujaas are foreign subsidiaries and yet to start their business activities, Ujaas presented its standalone as well as consolidated results in the interest of its stakeholders and as good corporate practice. On the standalone basis your company's operating profit for the F.Y. 2014-15 is Rs. 3641.19 lakhs compared to F.Y. 2013-14 Rs. 9545.09. The company records Turnover of Rs. 11326.66 against Rs. 53317.50 in the previous year. The Company's Profit before financial cost, depreciation, amortization, exceptional item and tax is Rs. 4449.18 Lacs as compared to Rs. 10014.90 Lacs in the previous year. The reduced turnover in the business is due to many external reasons in previous year like fear of Anti Dumping Duty on Solar Modules (This fear did not materialize finally); Political Uncertainty due to general election; Delayed order on 3rd amendment on Solar REC by CERC (Order came on 31st Dec. 2014); Poor enforcement of Renewable Purchase Obligation.(RPO) etc. Further Solar is a long term business and cannot be viewed by traditional approach of Quarter to Quarter results. We understand that your company would be able to create value for its all stake holders in medium to long term. CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Accounting standard AS-21 on consolidated financial statement, Your directors provide the Audited Consolidated Financial statements in the Annual Report. DIVIDEND Considering the Company's Financial Performance, the Directors have recommended a dividend of Rs. 0.05 per equity share i.e. 5%(F.Y. 2013-14: 20%) on the equity paid-up capital of 20,00,00,000 Equity Shares of face value Re.1/- each, subject to approval of the members at the ensuing Annual General Meeting. AMOUNT TRANSFERRED TO RESERVES The appropriation to General Reserve for the Financial Year 2014-15 is of Rs. 1.15 Cr. from the Company's profit. AWARD AND RECOGNITION: Your Directors are once again delighted to share that your Company has been awarded by Forbes Asia " Best Under a Billion Award" in Plaza Athenee Bangkok, Thailand in December 2014. The award was received by your Joint Managing Director Mr. Vikalp Mundra and Vice President Projects Mr. Amit Neema. The unranked list is comprised of 200 top-performing Asia-Pacific companies, selected from a pool of 17,000 publicly listed companies with revenues between USD 5 million and USD 1 billion. According to Forbes, eligible companies must not only be profitable; they must also be consistently growing, and with modest indebtedness. Candidates must also be free from major legal trouble and questionable accounting or management practices. The Best Under a Billion Dollar List is not just a compilation of top performers in the technology industry. Rather, it is a list that covers all industries, such as manufacturing, construction, software and so forth. It was also featured in Business Today Magazine as emerging company of 2015 in the edition of July 2015. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES As on 31st March, 2015, your company has three subsidiaries named "Ujaas Energy HK Ltd."( Registered at Honk Kong), Eizooba Energy One Ltd. (Registered at Republic of Uganda) and Ujaas Energy Ltd.( Registered at RAK Offshore Dubai). Out of the above three subsidiaries, two are wholly owned subsidiaries. Although all the three subsidiaries are yet to commence their businesses. Report on the performance and financial position of each of the subsidiaries are enclosed in AOC-1 as Annexure-1. Further policy for determining material subsidiaries is also formulated by the Company, which is available on our website www.ujaas.com SHARE CAPITAL The paid up Equity Share capital of the Company as at March 31, 2015 stood at Rs.20,00,00,000 (Rupees Twenty Crore). During the year under review the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on 31st March, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company. EXTRACT OF ANNUAL RETURN The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as Annexure-2. NUMBER OF BOARD MEETINGS During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held 8 times. The gap between two Meetings did not exceed one hundred and twenty days. Further, the Annual General Meeting was held on Friday, 26th September, 2014. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Loans Guarantees and Investments as covered under section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements of the Company provided in this Annual Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES During the financial year 2014-15 the Company did not enter into any contract or arrangements with its related parties referred to in Section 188(1) of the Companies Act 2013. STATUTORY AUDITORS M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (Firm Reg. No. 0743C), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment subject to ratification by the members of the Company at the ensuing Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Audit Committee of the Board has recommended to ratify the re-appointment of M/s. Ashok Khasgiwala & Co., Chartered Accountants, as statutory auditors of the Company for the Financial year 2015-16. Your Company has received written consent and certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014. AUDITORS' REPORT There are no qualifications, reservations, or adverse remarks in the Auditors' Report. COST AUDITORS M/s. Vijay P. Joshi & Associates, Cost Accountants, (Firm Registration No.00267) Indore, has been appointed as the Cost Auditors of the Company for the Financial Year 2015-16 on the recommendations made by the Audit Committee in terms of requirement of Section 148 read with Companies (Audit and Auditors) Rules, 2014, being the electricity generating company. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 50,000/- plus Service Tax and out of pocket expenses. Necessary resolution seeking your ratification for the proposed remuneration to be paid to the Cost Auditor has already been included under Sr. No.6 in the notice of the Annual General Meeting. The Cost Compliance Report of our Company for the Financial Year ended 31st March, 2014, was filed with the Ministry of Corporate Affairs SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Ashish Karodiya, Practicing Company Secretary, to undertake as the Secretarial Audit of the company. Secretarial Audit Report in prescribed format MR 3 is annexed as Annexure 3 to the Boards' Report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report. DEPOSITS: Your Company has not accepted any deposit within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Amendment Rules, 2015. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. On a Standalone & Consolidated basis, the foreign exchange earnings of your Company during the year under review amounted to Rs.2.63 Lacs (Previous Year Nil) received as interest from subsidiary Companies. The foreign exchange outflow during the year was Rs. 4931.31 Lacs (previous year Rs. 9135 Lacs). DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Pursuant to Section 149 of the Companies Act, 2013, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Aarti Jhaveri (DIN 00851063), Mr. Santosh Muchhal (DIN 00645172) and Mr. Rajiva Srivastava (DIN 02465001) were appointed as Independent Directors on the Board of Directors of your Company at the 15th Annual General Meeting held on 26th September, 2014 to hold office up to Two (2) consecutive years upto March 31, 2016 with the period of office not liable to determination by retirement by rotation. In terms of Section 203 of the Act, the following were designated as Key Managerial Personnel of your Company by the Board w.e.f. 29th May, 2014: 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. Monika Choukse Company Secretary & Compliance Officer In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's article of association, Shri Vikalp Mundra (00113145), Joint Managing Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The brief resume of the Directors and other related information has been provided in the notes to the Notice convening 16th AGM. Your Directors recommend their re-appointment. During the year 2014-15, Mr. Nilesh Rathi and Mr. Narendra Beli, Independent Directors of the Company resigned from the post of Directors of the Company. Your Board places on record their deep appreciation for the valuable contributions made by them during their tenure as Directors of the Company. Further, during the financial year 2014-15, Mr. Manish Agrawal was appointed as an additional director (Independent) of your Company at the meeting of the Board of Directors held on 14th November 2014, who holds office upto the date of the ensuing Annual General Meeting. The Nomination and Remuneration Committee has recommended his appointment as an Independent Director of the Company. Necessary resolution seeking the approval of the members for his appointment for a term of (2) Two years has been proposed in the Notice convening the ensuing Annual General Meeting. DISQUALIFICATIONS OF DIRECTORS During the year, declarations received from all the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board apprised the same and found that none of the director is disqualified from holding office as director. DECLARATION BY INDEPENDENT DIRECTOR The Company has received necessary declaration from each independent director under Section 149(9) of Companies Act 2013, that she/he meets the criteria of Independence laid down in Section 149(6) of Companies Act 2013, and Clause 49 of Listing Agreement. MEETING OF INDEPENDENT DIRECTORS The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS As per Clause 49 the company needs to educate its Independent Director regarding the working and product/services provided by the company. The details of that familiarization programme for Independent Directors have been disclosed on website of the Company www. ujaas.com COMMITTEE OF BOARD As per the requirement of Companies Act, 2013 and Clause 49 of Listing Agreement, every listed company with other specified class of companies are required to constitute certain committees consisting of Board Members on mandatory basis. Currently, your Company have the following mandatory committees with other committees: 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee 4. Compensation Committee 5. Corporate Social Responsibility Committee The above committees of your company are constituted in compliance of applicable sections of Companies Act and Clause 49 of the Listing Agreement. The detailed constitution of all the above committees are given in the Corporate Governance Report forming part of this Annual Report. The primary objective of forming committees is to monitor and provide an effective supervision on Management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The Audit Committee recommended appointment of one of the employee of the Company to act as an Internal Auditor and the same was denied by the Board with the reason that the employee already handling various responsibilities inclusive of Taxation. In view of the Board it is better to appoint some external agency as Internal Auditor so that the process and system can be improved. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. The Whistle Blower Policy for Employees has been implemented in order to encourage employees to genuinely blow the whistle on any misconduct or unethical activity taking place in the Company. Protected disclosures can be made by a whistle blower through an e-mail to the Chairman of the Audit Committee. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 (3)(c) of the Companies Act, 2013, your directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have approved the accounting policies and have applied consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 such financial controls are adequate and are operating effectively; and f) proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems are adequate and operating effectively. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of its Directors individually as well as the evaluation of the working of its Committees. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section which forms part of this report. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY The objective of the Corporate Social Responsibility Policy of your company is to improve the quality of life of the community through long term value creation for all stakeholders'. We focused on improving the quality of life of those communities in whose vicinity our solar power plants operates through organizing health check-up camps, promoting education, and developing improved basic facilities. Referring to the PM's address to the Nation on 15th August, 2014, his clarion call to the corporate world to join hands to provide clean toilet facility for girls in each and every school of the country irrespective of its location, motivated us to initiate "Ek Kadam Swastha Bharat Ki Aur" program. We have constructed well equipped Washroom at Balika Chatrawas Rojhani Govt. School for girls in the vicinity of village Rojhani (District Agar). Here almost 100 girls reside and this is the only girl's hostel in the ambit of around 10 villages. Under the program we had also organized Medical Camp for villagers and school students where around 300 people diagnosed. Further to motivate and promote school education in villages from past few years we distribute good quality school bags with stationery items to the students of government schools. As per our previous disclosure we joined hands with "Barli Development Institute for Rural Women", which conducts residential training program for rural, village and tribal women for educating them basic akshar gyan. Company has provided 4KW Roof top Solar System to the institute and also participated at various programs conducted for the upliftment of Women. Company has also joined hands and provided funds to various organisations like Friends of Tribal Society, Sahaj Marg Sprituality Foundation, Maheshwari Jansewa Trust for promoting school education and betterment of society at large. The details of the amount spent on CSR is enclosed in Annexure - 4. RISK MANAGEMENT POLICY Risk management refers to the practice of identifying potential risks in advance, analyzing them and taking precautionary steps to reduce/curb the risk. The Company is exposed to inherent uncertainties owing to the sectors in which it operates and therefore it become very crucial for an organisation to give due importance to risk management. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operation all levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS Your company have suitable internal financial control and compliance systems and the reviews performed by Management and the relevant Board Committees and as per the work performed by the internal, statutory, cost auditors, secretarial auditors and external consultants, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. The company's internal control system is commensurate with its size, scale and complexities of its operations; the internal audit was entrusted to M/s S. K. Malani & Company, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry. The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism. The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director. Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee. REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS Corporate governance is creation and enhancing long-terms sustainable value for the stakeholders through ethically driven business process. We, at Ujaas, ensure that we evolve and follow the corporate governance guidelines and best practices. We consider it our inherent responsibility to disclose timely and accurate information regarding our financial and performance as well as the leadership and governance of the Company. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. Further as per Clause 49 Corporate Governance Report and Management Discussion and Analysis Report is enclosed in this report. CODE OF CONDUCT The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct declaration by Chairman and Managing Director with regard to compliance with the said code, forms part of this Annual report. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES: In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. An extract of the policy covering these requirements is provided as Annexure 5 of Board report. Information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as Annexure 6 None of the employees of the company is drawing more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, during the year under review therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) & rule 5 (3) of Companies (appointment and remuneration) Rules 2014 are not applicable, during the year under review. DISCLOSURES 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 requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up 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. ELECTRONIC CONNECTIVITY: Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity 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 the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid. LISTING OF SHARES Company's shares are listed with BSE Limited and National Stock Exchange of India Limited. The company has paid annual listing fee for financial year 2015-16 of both the stock exchanges in time. INDUSTRIAL RELATIONS: Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review. INSURANCE: The Company has taken adequate insurance cover for all its movable & immovable assets for various types of risks. GENERAL DISCLOSURES: 0 There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company. 0 No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this directors report. 0 Business responsibility reporting as required by clause 55 of the listing agreement with stock exchange is not applicable to your company for the financial year ending 31st March 2015. ENVIRONMENT AND SAFETY The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources ACKNOWLEDGMENT On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, both international and domestic, Bankers, Financial Institutions and Academic Institutions. Your Directors also wish to place on record their sincere thanks to the Government of India and the various Ministries, the State Governments and the various Ministries, the Central and State Electricity Regulatory authorities, communities in the neighbourhood of our operations, Municipal and local authorities in areas where we are operational. For & On Behalf of the Board S.S. Mundra Chairman & Managing Director DIN : 00113199 Place: Indore Dated: 13.08. 2015 |