Director's Report


Ujaas Energy Ltd
BSE Code 533644 ISIN Demat INE899L01022 Book Value (₹) 3.39 NSE Symbol UJAAS Div & Yield % 0 Market Cap ( Cr.) 67.90 P/E * 0 EPS * 0 Face Value (₹) 1
* Profit to Earning Ratio
* Earning Per Share

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