Dear Shareholders,
The Hon'ble National Company Law Tribunal, ("NCLT')"), had vide its order
dated September 17, 2020 admitted the application for the initiation of the corporate
insolvency resolution process ("CIRP") of Ujaas Energy Limited
("Company") ("Admission Order") in terms of the Insolvency and
Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended
from time to time ("Code"). Mr. Navin Khandelwal (IP Registration No.
IBBI/IPA-001/IP-P00703/2017-18/11301) had been appointed as an interim resolution
professional under the provisions of Code vide the Admission Order. As per Section 17 of
the Code, the powers of the Board of Directors of the Company stand suspended and the same
have been vested with Mr. Navin Khandelwal as the interim resolution professional.
Subsequently, vide NCLD order dated 28th January 2021 appointed Mr. Naveen
Kumar Sood (IP Registration No. IBBI/I PA-001 /I P-P00132/2017-2018/10274 to act
Resolution Professional in place of Mr. Navin Khandelwal in terms of the provisions of the
Code.
Your Directors hereby present Twenty Second Annual Report on the performance of your
Company together with the Audited Standalone Financial Statement s for the Financial year
ended 31st March, 2021.
1. COMPANYOVERVIEW
"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 on
developing, operating, owning and maintaining a diversified portfolio of solar energy
power plants under its flagship brand UJAAS'. The Company has entered in to a new
Venture of Electric Vehicles and is an Indian electric two wheeler company providing
efficient and cost-effective electric scooters carefully designed for easy navigation.
Combining advanced technology with affordability, Ujaas believes in serving its customers
and the environment together in the best possible way. The Company has its corporate
headquarters in Indore (M.P.).
2. FINANCIAL HIGHLIGHTS & COMPANY'S STATE OF AFFAIRS
The Company's financial performance on Standalone Basis, for the year under review
along with previous year figures are given hereunder:
(Rs.in lakh except for EPS)
PARTICULARS |
STANDALONE |
|
2020-21 |
2019-20 |
Revenue from Operations |
3509.44 |
5088.28 |
Other Income |
183.88 |
366.09 |
Total Expenses |
7913.70 |
8094.74 |
EBITDA* |
(1839.72) |
(463.65) |
Depreciation |
754.23 |
791.30 |
Interest and other borrowing cost |
1626.42 |
1385.42 |
PBT(profit before tax) |
(4220.38) |
(2640.37) |
Tax expenses |
1177.26 |
1305.11 |
PAT (profit after tax) |
(3043.12) |
(1335.26) |
EPS (earning per share) |
(1.52) |
(0.67) |
* Earning before finance cost, tax and depreciation and amortization expenses.
3. PERFORMANCE REVIEW OF UJAAS
On the Standalone basis, during the F.Y. 2020-21 under review, your Company's Gross
Revenue from operations stood at INR 3509.44 lakhs compared to INR 5088.28 lakhs in the
previous year. The Net Profit/(Loss) of the Company stood at INR (3043.12) lakh against
INR (1335.26) lakh reported in the previous year.
The reduced turnover of the Company is due to competitiveness landscape in the industry
and delay in getting permissions and approvals from various agencies.
Segment-wise Revenue details are as under: -
REVENUE FROM DIFFERENT SEGMENTS |
Yearly Revenue (INR in Lakh) |
|
2021 |
2020 |
Solar Power Plant Operation Business |
2187.26 |
2918.30 |
Manufacturing and sale of solar power system |
405.24 |
1818.82 |
EV |
916.95 |
598.44 |
Un-allocable Income |
183.88 |
119 |
4. DIVIDEND
During the year under review, your Directors have not recommended any dividend due to
the downfall in the turnover of the Company.
5. TRANSFER TO RESERVES
The requirement of mandatory transfer of a specified percentage of the net profit to
general reserve has been withdrawn consequent to introduction of Companies Act, 2013, and
the Company can optionally transfer any amount from the surplus of profit or loss account
to the General reserves. Your Company has not transferred any amount to General Reserves.
6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
As required under the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company was required
to transfer the unclaimed final dividend pertaining to the financial year 2012-13 of Rs.
141740.00 and same has been transferred to Investor Education & Protection fund
(IEPF). Also, all shares in respect of which dividend has not been paid or claimed for
seven consecutive years or more was transferred by the company in the name of Investor
Education and Protection Fund.
7. SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March, 2021, there were no associates and joint ventures within
the meaning of Section 2(6) of the Companies Act, 2013. Your Company "Ujaas Energy
Limited" has no Subsidiary Company as on 31.03.2021.
As there is no Subsidiary Company as on 31st March, 2021 disclosure in AOC-1
is not required.
8.SHARE CAPITAL
During the year under review, there was a change in the share capital of the Company.
The paid-up Equity Share capital of the Company as at March 31, 2021 stood at Rs.
20,02,90,000 (Rupees Twenty Crore Two Lakh Ninety Thousand). As on 31st March,
2021, none of the Directors of the Company hold instruments convertible into Equity Shares
of the Company.
Note: The Paid-up Share Capital of the Company is increased by Rs. 2,49,000/- post
Allotment of Equity Shares under Ujaas Employee Stock Option Scheme. As on 31.03.2021 the
Paid-up Share Capital of the Company is Rs. 20,02,90,000 (20,00,41,000/- + 2,49,000/-).
9. EMPLOYEES STOCK OPTION SCHEME
Currently the Company has 1(one) Employee Stock Option Scheme namely "Ujaas
Employee Stock Option Scheme 2015" ("ESOP Scheme 2015 / Scheme"). The
scheme was formed to recognize the dedication & efforts made by all its employees
towards the growth & success of the Company. There was no material change in the
Scheme 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
of the Company that the Scheme is implemented in accordance with the SBEB Regulations and
the resolution passed by the members. The Certificate will be available at the Annual
General Meeting for inspection by the members.
The Company has not allotted any options to its Key Managerial Personnel; hence no
disclosure is required under Rule 12 of the Companies (Share Capital and Debentures)
Rules, 2014.
During the year under review, 2,49,000 options were converted into Equity Shares of the
Company. Post Allotment of Shares under Ujaas Employee Stock Option Scheme 2015, Paid-up
Share Capital of the Company is increased to Rs. 20,02,90,000 /-
Further the Company has granted 11,30,000 stock Options under Ujaas Employee Stock
Options Scheme, 2015 to Four (4) Employees of the Company in the meeting of Compensation
Committee 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 of this
Annual Report.
10. CREDIT RATING
During the year under review, no credit rating has been obtained from any credit rating
agency.
11. REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THECOMPANIES ACT,
2013
In terms of Section 131 of the Companies Act, 2013, the Financial Statements and
Board's Report are in compliance with the provisions of Section 129 or Section 134 of the
Companies Act, 2013 and that no revision has been made during any of the three preceding
financial years.
12. RELATED PARTY TRANSACTIONS
During the year under review, the Company entered into transactions with related
parties as defined under Section 2(76) and Section 188 of the Companies Act, 2013, rules
issued thereunder read with Regulation 2(zc) &Regulation 23 of the SEBI (Listing
Obligations& Disclosure Requirements) Regulations, 2015.
All transactions with related parties were reviewed and approved by the Audit Committee
and are in accordance with the Policy on Related Party Transaction formulated in
accordance with the provisions of the Companies Act, 2013 read with the Rules issued
thereunder along with the Listing Regulations.
As there were no material related party transactions during the year under review,
disclosure in AOC-2 is not required. The policy on Related Party Transaction as approved
by the Board of Directors has been uploaded on the website of the company at www.ujaas.com
13. LOANS, GUARANTEES AND INVESTMENTS
The Details of Loans, Guarantees and Investments, if any, as covered under section 186
of the Companies Act, 2013 forms part of the notes to the Financial Statements of the
company provided in this Annual Report.
14. DETAILS OF DEPOSITS ACCEPTED FROM DIRECTORS OF THE COMPANY
During the year under review, Company has not accepted any Deposits from Directors of
the Company.
15. DETAILS RELATED TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013
The Company has not accepted any deposit from the public within the provisions of
Section 73 of the Companies Act, 2013 & Companies (Acceptance of Deposits) Rules,
2014. There are no outstanding deposits from public as on 31st March, 2021.
16. AUDITORS & THEIR REPORTS
> STATUTORY AUDITORS
Pursuant to the section 139 & other applicable provisions to Statutory Auditors
under the Companies Act, 2013, M/s. SMAK & Co. (formerly known as M/s Atishay&
Associates), Chartered Accountants, Indore (Firm Registration No. 020120C), were appointed
as Statutory Auditors of the Company w.e.f. 19th September, 2017 i.e. from the
conclusion of 18th Annual General Meeting of the Company till the Conclusion of
23rd Annual General Meeting of the Company. The annual fees of the auditor are
Rs. 3.75 Lakh
In accordance with the Companies (Amendment) Act,2017, the matter related to the
ratification of appointment of the Statutory Auditor by members at the Annual General
Meeting of the Company is no more required.
> STATUTORY AUDITORS' REPORT
The audit qualifications, reservations, adverse remarks or disclaimers in the Auditors'
Report for the financial year 2020-21 are as under:
Audit Qualification
(Explanation on Audit Qualifications are set out in Annexure 7 of this report in the
format prescribed by the SEBI Circular dated May 27, 2016.)
1. As mentioned in Note1 &2 of the Statement, creditors were called upon to submit
their claims. Claims submitted by the Financial creditors and operational creditors are
subject to reconciliations. Pending reconciliation and final outcome of the CIRP, no
accounting impact in the books of accounts has been made in respect of excess, short, or
non-receipts of claims for operational and financial creditors. Hence consequential
impact, if any, on the financial results is currently unascertainable.
2. We have been informed by Resolution Professional the certain Information including
the minutes of the meeting of the Committee of Creditor and the outcome of certain
procedures carried out as a part of the CIRP are confidential in nature and could not be
shared with anyone other than the Committee of Creditor and NCLT. Accordingly, we are
unable to comment on the possible financial impact, presentation and disclosure, if any,
that may arise if we have been provided access to those information.
3. As mentioned in Note No 3 of the Statement, no impairment assessment of property
plant and equipment and intangible asset in carrying value as at 31st March, 2021 is made.
Therefore, we are unable to comment on consequential impairment, if any, that is required
to be made in carrying value of property, plant and equipment and intangible assets.
4. As mentioned in Note No. 5, regarding balance confirmations not been received in
respect of certain trade receivables, trade and other payables, and loans and advances as
a result of which reconciliation process and consequential adjustments, if any, has not
been carried out. The Company has adjusted I provided significant amounts basis its
internal estimates, against which necessary supporting documentation has not been made
available to us.
During the year under review, there were no frauds reported by the Auditors to the
Audit Committee or the Board under section 143(12) of the Companies Act,2013.
> SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Ashish Karodia, Practicing Company Secretary (Membership No. F6549; COP No.
6375), to undertake the Secretarial Audit of the Company for the Financial year 2020-21.
> SECRETARIAL AUDITOR'S REPORT
The Secretarial Audit Report for the financial year 2020-21 in prescribed format MR-3
is annexed as Annexure 1 to the Board's Report. There are no qualifications, reservations,
adverse remarks or disclaimers in the Secretarial Audit Report.
17. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS
During the year under review the Board of Directors met three (3) times on 18th
July 2020, 3rd December 2020 and 12th February 2021.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of
the Independent Directors of the Company was not held due to the pre-occupation of the
independent directors.
18. AUDIT COMMITTEE
As on 31st March, 2021, the Audit Committee of the Board of Directors of the Company
comprised of three (3) members namely Mrs. Yamini Karmarkar, Mr. Prakash Dandekar &
Mr. Anurag Mundra, majority of them being Independent Directors except Mr. Anurag Mundra,
who is a Whole Time Director. Mrs. Yamini Karmarkar being an Independent Director is the
Chairperson of the Audit Committee.
The Board accepted the recommendations of Audit Committee whenever made by the
Committee during the year.
19. 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 the
following mandatory committees along with Audit Committee as discussed in point no.18 of
this Report:
1. Nomination and Remuneration Committee
2. Stakeholders Relationship Committee
3. Compensation Committee
4. Corporate Social Responsibility Committee The details of the committees along with
their composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Report.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
> DIRECTORS
a) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Article of Association, Mr. Vikalp Mundra (DIN: 00113145), Director of the
Company will retire by rotation at the ensuing Annual General Meeting and being eligible
has offered himself for re-appointment.
The Board recommends the re-appointment of Mr. Vikalp Mundra, for the consideration of
the members of the Company at the ensuing Annual General Meeting. The brief resume of the
Director and other related information has been provided in the notes to the Notice
convening 22nd Annual General Meeting (AGM) of the Company.
b) In accordance with Provisions of section 196, 197,198 and 203 read with Schedule V
and other applicable provisions of Companies Act, 2013, read with Companies (Appointment
and Remuneration of Managerial personnel) Rules, 2014, (including any statutory
modifications or re-enactments thereof for the time being in force).
Further, as per declaration received from the Director of the Company pursuant to
Section 164 of the Companies Act, 2013, the Board apprised the same and found that
directors are not disqualified from holding office as director.
> KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act,2013 & section 2(51) of the Companies
Amendment Act, 2017, the following are designated as Key Managerial Personnel of your
Company by the Board:
Ms. Saloni Naidu resigned from the company on 17th September 2020.
Subsequently, Board has appointed Mr. Karan Kapoor(Membership No. A62023) as Company
Secretary & Compliance Officer of the Company w.e.f. 18th September 2020.
S.No Name |
Designation |
1. Mr. S.S. Mundra |
Chairman & Director |
2. Mr. Vikalp Mundra |
Director |
3. Mr. Anurag Mundra |
Director & CFO |
4. Ms. Saloni Naidu |
Company Secretary & Compliance Officer (till 17th September 2020). |
5. Mr. Karan Kapoor |
Company Secretary & Compliance Officer (w.e.f. 18th September 2020). |
NOTE:- The company is under Corporate Insolvency Resolution Process (CIRP) under which
the power of management is vested with Resolution Professional (RP) and due to this all
the executive directors have been treated as non-executive directors except Mr. Anurag
Mundra as he is director as well as the CFO of the company. Furthermore, the term of
period of Managing director and Joint Managing Directors had been expired on 24th
September 2020 and till now no re-appointment have been made and all the directors are
continuing as a non-executive director.
21. INDEPENDENT DIRECTORS
a) Declaration by Independent Director: All the
Independent Directors of the Company have given declarations that they meet the
criteria of Independence as laid down under section 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, 2015,the details of the Familiarization
Programme for Independent Directors have been detailed out in Corporate Governance Report
forming 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) Regulations, 2015 a separate
meeting of the Independent Directors of the Company was not held due to the pre-occupation
of the independent directors.
22. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013(including any statutory modification
(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company
confirms that: -
1. In the preparation of the annual accounts for the year ended March 31, 2021, 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;
2. 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 31,2021 and of the profit of
the Company for the financial year ended on March 31, 2021;
3. 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
4. The annual accounts have been prepared on a going concern' basis;
5. Proper internal financial controls are followed by the Company and that such
financial controls are adequate and are operating effectively; and
6. Proper systems to ensure compliance with the provisions of all applicable laws were
in place and such systems are adequate and operating effectively.
23. BOARD EVALUATION
Pursuant to the relevant provisions of the Companies Act,2013 & SEBI (Listing
Obligations & Disclosure Requirements) Regulations,2015, 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 performance evaluation of the
Chairman & Non-Independent Directors was carried out by the Independent Directors.
The Board of Directors expressed their satisfaction with the evaluation process. More
details on the same is given in the Corporate Governance Section forming part of this
Annual Report.
24. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a whistle blower policy to report genuine concerns or grievances. The
whistle 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 Act,
2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
25. CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY (CSR Initiatives)
The brief outline of the corporate social responsibility (CSR) policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure 2 of this report in the format prescribed in the Company's (Corporate
Social Responsibility policy) Rules, 2014.
The Company's policy on CSR is available on the Company's website www.uiaas.com
26. RISK MANAGEMENT FRAMEWORK
The Company has laid down a well-defined Risk Management mechanism covering the risk
mapping & analysis, risk exposure, potential impact & risk mitigation measures. A
detailed exercise is carried out every year to identify, evaluate, manage & monitor
the 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 Risk
Management Policy to identify & assess the key risk areas, monitor & report
compliance & effectiveness of the policy & procedure. The Company's policy on Risk
Management is available on the Company's websitewww.ujaas.com.
27. INTERNAL FINANCIAL CONTROL SYSTEM
The details in respect of Internal Financial Control and their Adequacy are included in
the Management Discussion and Analysis Report which is a part of this Report.
28. CORPORATE GOVERNANCE
Your Company believes in adopting best practices of Corporate Governance. In Compliance
with Regulation 34 of the Listing Regulations, a Separate report on Corporate Governance
along-with a Certificate from the Auditors on its Compliance, forms an integral part of
this report.
29. MANAGEMENT DISCUSSION& ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI (Listing Obligations& Disclosure
Requirements) Regulations,2015, the Management Discussion and Analysis Report forms an
integral part of this report and gives details of the overall industry structure, economic
developments, segment wise performance, outlook, risk and concerns, internal control
system and their adequacy and other material development during the financial year
2020-21.
30. NOMINATION AND REMUNERATION POLICY
The Nomination & Remuneration Committee has framed a policy for selection &
appointment of Directors including determining qualifications & independence of
Directors, Key Managerial Personnel, Senior Management personnel & their remuneration
as part of its charter& other matters as provided under Section 178(3) of the
Companies Act, 2013. An extract of the policy covering these requirements is provided as
Annexure 3 of Board's Report. We affirm that the remuneration paid to Directors is as per
the remuneration policy of the Company. The Nomination and Remuneration policy of the
Company is available on the Company's website www.ujaas.com.
31. PARTICULARS OF EMPLOYEES
Details pursuant to Section 197(12) of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
report and are annexed herewith as Annexure 4 of Board's Report.
The Company had 105 employees as at March 31,2021. None of the employees of the Company
were in receipt of remuneration of Rs.1,02,00,000/- per annum or Rs. 8,50,000/- per month
during the year under review.
32. REGISTRAR AND TRANSFER AGENT
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.
33. LISTING STATUS
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 2021-22 of both the
stock exchanges in time. There was no suspension of trading during the year under review.
34. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The company takes pride in the commitment, competence and dedication shown by its
employees in all areas of business. Company is committed to nurturing, enhancing and
retaining top talent through superior Learning and Organizational development including
IIMs and IITs. This is a part of Corporate HR function and is a critical pillar to support
the organization's growth and its sustainability in the long run.
Company's Industrial relations continued to be healthy, cordial and harmonious during
the period under review.
35. 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, compliance environmental regulations and preservation of
natural resources.
36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place an AntiSexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Compliant
received regarding sexual harassment. All women employees (permanent, temporary,
contractual & trainee) are covered under this policy. The Company regularly conducts
awareness programs. There was no case of Sexual harassment reported during the year under
review. The detailed description for the same is given in Corporate Governance Report,
forming part of Annual Report.
37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
No significant and/or material orders were passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company during the year under review.
38. ANNUAL RETURN
The Annual Return of the Company as on 31st March 2021 in Form MGT - 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company https://www.ujaas.com/.
39. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the company
have occurred between the end of the financial year to which the financial statements
relate and the date of this Board's Report.
40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)
The Hon'ble National Company Law Tribunal, ("NCLT')"), had vide its order
dated September 17, 2020 admitted the application for the initiation of the corporate
insolvency resolution process ("CIRP") of Ujaas Energy Limited
("Company") ("Admission Order") in terms of the Insolvency and
Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended
from time to time ("Code"). Mr. Navin Khandelwal (IP Registration No.
IBBI/IPA-001/IP-P00703/2017-18/11301) had been appointed as an interim resolution
professional under the provisions of Code vide the Admission Order. As per Section 17 of
the Code, the powers of the Board of Directors of the Company stand suspended and the same
have been vested with the Resolution Professional. Subsequently, vide NCLT order dated 28th
January 2021 appointed Mr. Naveen Kumar Sood (IP Registration No. IBBI/IPA-001/IP-
P00132/2017-2018/10274 to act Resolution Professional in place of Mr. Navin Khandelwal in
terms of the provisions of the Code.
41. DISCLOSURES ON CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013,
read with rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 5.
42. BUSINESS REPORTING FRAMEWORK
Business responsibility reporting as required by Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements), 2015 with Stock Exchange is not
applicable to your company for the financial year ended31st March, 2021.
43. INSURANCE
The Company has taken adequate insurance cover for all its movable & immovable
assets for various types of risks.
44. PREVENTION OF INSIDER TRADING & CODE OF CONDUCT
The Company has adopted a Code of Conduct for Prevention of Insider Trading in
accordance with the requirements of the SEBI (Prohibition of insider trading) Regulation,
2015 with a view to regulate trading in securities by the directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the company's
shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the company and during the period when the Trading window is closed. The Board
is responsible for implementation of the Code. All Board members and the designated
employees have confirmed compliance with Code.
The Insider trading policy of the company covering code of practices and procedure for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading is available on the website of the company at www.ujaas.com.
45. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
(ICSI)
The Company complies with the Secretarial Standards issued by ICSI, one of the premier
professional bodies in India.
46. CAUTIONARY STATEMENT
Statements in this Report and the management discussion and Analysis may be forward
looking within the meaning of the applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statements. Certain factors that
could affect the Company's operations include increase in price of inputs, changes in
Government regulations, tax laws, economic conditions and other factors.
47. APPRECIATION
Your Directors wish to place on record their deep appreciation to our Shareholders,
Customers, Business Partners, Vendors, both Intemational& Domestic, Bankers, Financial
Institutions& Academic Institutions.
Your Directors also thank the Government of India, the Government of various states in
India and concerned Government Departments and agencies for their cooperations. We, place
on record our appreciation for the contribution made by our Employees at all levels.
UJAAS ENERGY LIMITED |
Undergoing Corporate Insolvency Resolution Process |
|
S.S. Mundra |
Place: Indore |
Chairman & Director (Member of Suspended Board of Directors) |
Date: 2nd September 2021 |
DIN:00113199 |
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