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Directors Report of Ujaas Energy Ltd.

Mar 31, 2015

Dear Members,

The 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.

FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)

During the year under review, performance of your company Standalone and Consolidated is given as under:

STANDALONE Particulars Current Year Previous Year 2014-15 2013-14

Gross Revenue 11326.66 53317.50

Net Revenue(excluding duty) 11109.67 52554.03

Total expenditure 9487.02 44792.14

Operating profit/(loss) 3641.19 9545.09

Other Income 216.99 763.47

Profit before Finance cost, depreciation, amortization, exceptional item and tax 4449.18 10014.90

Finance Cost 1801.55 1019.73

Cash Profit 2257.63 7105.17

Depreciation, amortization and product development/engineering expenses 807.99 469.81

Profit(Loss) for year before exceptional item and tax 1839.64 8525.36

Exceptional item-loss (net) - -

Profit/(loss) before tax 1839.64 8525.36

Tax expenses/ (credit) 665.74 4785.87

Profit after Depreciation & Tax 1173.90 3739.49

Profit of the year 1173.90 3739.49

Add: Balance brought forward from pre year 5395.84 2407.12

Balance available for appropriation 6569.74 6146.61

General Reserve 115.00 280.50

Interim Dividend/Proposed dividend 100.00 400.00

Tax on Equity dividend 20.00 67.99

Balance carried to Balance Sheet 6334.74 5398.12

Particulars CONSOLIDATED Current Year Previous Year 2014-15 2013-14

Gross Revenue 11324.02 -

Net Revenue(excluding duty) 11109.67 -

Total expenditure 9490.45 -

Operating profit/(loss) 3635.22 -

Other Income 214.35 -

Profit before Finance cost, depreciation, 4443.21 - amortization, exceptional item and tax

Finance Cost 1801.65 -

Cash Profit 2251.56 -

Depreciation, amortization and product 807.99 - development/engineering expenses

Profit(Loss) for year before exceptional 1833.57 - item and tax

Exceptional item-loss (net) - -

Profit/(loss) before tax 1833.57 -

Tax expenses/ (credit) 665.74 -

Profit after Depreciation & Tax 1167.82 -

Profit of the year 1167.82 -

Add: Balance brought forward from pre year 5395.84 -

Balance available for appropriation 6563.66 -

General Reserve 115.00 -

Interim Dividend/Proposed dividend 100.00 -

Tax on Equity dividend 20.00 -

Balance carried to Balance Sheet 6328.67 -

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.

The segment wise revenue details are also given in the below table:

REVENUE FROM DIFFERENT SEGMENTS Yearly Revenue (Amount in Rs. Lacs) 2015 2014

Solar Power Plant Operation Business 461.77 2327.64

Manufacturing and sale of solar power system 20852.23 48363.78

Transformers Manufacturing 2963.94 2169.45

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

1. 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 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:

- There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status 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 directors report.

- 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

Place: Indore S.S. Mundra Dated: 13.08. 2015 Chairman & Managing Director DIN : 00113199


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Fifteenth Annual Report of yourCompany together with the Audited Financial Statements and the Auditors'' Report of your Company for the financial year ended 31st March, 2014. Thesummarized financial results for the financial year ended 31st March, 2014 are asUnder:

Financial Statement: Rsin Lacs Particulars 2013-14 2012-13 Gross revenue 53317.50 24801.89

Net revenue 52554.03 24257.13 (excluding excise duty)

Total expenditure 44792.14 20415.77

Operating profit /(loss) 9436.58 4894.83

Other income 763.47 544.76

Profit before Finance cost, 9906.39 5081.52 depreciation, amortization, exceptional item and tax

Finance cost 911.22 508.71

Cash profit 7105.17 3692.82

Depreciation, amortization 469.81 186.69 and product development / engineering expenses

Profit /(loss) for year before 8525.36 4386.12 exceptional items and tax

Exceptional items - loss (net) - -

Profit /(loss) before tax 8525.36 4386.12

Tax expenses /(credit) 4785.87 1685.48

Profit after Depreciation & Tax 3739.49 2700.64

Profit for the year 3739.49 2700.64

Add:Balance brought forward 2407.12 192.19 from Previous Year

Balance available for 6146.61 2892.83

Appropriation

General Reserve 280.50 135.50

Interim Dividend /Proposed 400.00 300.00 Dividend

Tax on Equity Dividend 67.99 50.21

Balance carried to Balance Sheet 5398.12 2407.12

REVIEW OF OPERATIONS:

Your company''s profit raised almost 1.38 times as compared to last year. The figure of Sales and other income marginally are also increased 2.15 times for the year under review at Rs. 53317.5 Lacs as against that of Rs. 24,801.89 Lacs in the previous year. The Company''s Profit before interest, depreciation and tax is Rs. 9906.39 Lacs as compared to Rs. 5081.52 Lacs in the previous year.

REVENUEFROM Yearly Revenue DIFFERENT SEGMENTS (Amount in Rs Lacs) 2013 2014 Solar Power Plant Operation Business 461.77 2327.64

Manufacturing and sale of solar 20852.23 48363.78 power system

Transformers Manufacturing 2963.94 2169.45

DIVIDEND:

Considering the Company''s financial performance, the Directors have recommended a dividend of Rs. 0.2/- per share (20%) on the capital of 20,00,00,000 Ordinary Shares of Rs. 1/- each for FY 2013-14 (which was 15% in FY 2012-13) and the same will be paid on or after October 25, 2014. The said dividend, if approved by the Members, would involve a cash outflow of Rs. 4.67 crores (previous year: 3.50 crores) including dividend distribution tax, resulting in a payout of 12.51% (FY 2012-13: 12.57%) of the profits of the Company.

AWARD AND RECOGNITION:

Your Directors are pleased to inform that our Company was rated 2nd by the Business World Magazine in the category of ''India''s Fastest Growing Companies''. Further our Company once again received certification from "International Organization for Standardization" for technique i.e. ISO 9001:2008.

At international level, being the clean energy producing Company, our Company''s project got registered under Clean Development Mechanism (CDM) operated by the United Nations Framework Convention for Climate Change. Company can now claim for Certified Emission Reduction (CER) credit certificates for the electricity generated from 31st December 2012 to 30th December 2019. It will become another source of revenue to the Company as these certificates are tradable in the international market. Our Company became proud Official Channel Partner of "Ministry of New and Renewable Energy (MNRE) for off grid solar applications".

OPERATIONS AND BUSINESS PERFORMANCE HIGHLIGHTS:

Your Company once again registered a high growth and increased profitability in the year 2013-14. Some of the highlights are given in the following points:

- Company has achieved a milestone in the solar power industry. Being the first Company in Solar Power Project under REC Mechanism, till March 31, 2014 Ujaas has successfully commissioned, cumulative 105.18 MWp Solar Power Projects.

- Installation of approx 1MW roof top grid tied solar PV system under our section Ujaas My site.

- Achieved a milestone of 105.18 MW in the fiscal 2013-14.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Report on Corporate Governance and Auditors'' Certificate, are included in the Annual Report.

DIRECTORS:

In this year the designation of Mr. Anurag Mundra and Mr. Vikalp Mundra was changed from Whole Time Directors to Joint Managing Directors w.e.f. 26th July, 2013. As per the provisions of the Companies Act 2013, every listed public company shall have at least one-third of the total number of directors as Independent Directors. In our company we already have 5 (Five) Independent Directors viz. Mr. Nilesh Rathi, Mr. Narendra Beli, Mrs. Aarti Jhaveri, Mr. Rajiva Srivastava and Mr. Santosh Muchhal. Mrs. Aarti Jhaveri, Mr. Rajiva Srivastava and Mr. Santosh Muchhal have intimated their consent for their appointment Independent Directors of the Company under the Companies Act, 2013 for a period of 2 (Two) consecutive years, effective from April 01, 2014 upto March 31, 2016, with their period of office not liable to be determined by retirement of Directors by rotation. Due to their enhanced professional Commitment, the other two directors Mr. Nilesh Rathi & Mr. Narendra Beli has requested to relieve them from the post of Independent Director of the company after ensuing Annual General Meeting.

The Company has received the Notices from Members under Section 160 of the Companies Act, 2013 along with required deposits proposing the appointment of the above-mentioned three Directors as Independent Directors of the Company at this Annual General Meeting. The Company has also received the requisite disclosures/declarations from the said directors as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Appropriate Resolutions seeking the appointments of the above three Directors of the Company, have already been included in the notice of the Annual General Meeting.

Further to comply with the provisions of Section 152 no independent Director is liable to retire by rotation. Only the Executive Directors and Non-executive Directors, who are not Independent Directors are liable to retire by rotation. In view of this provision of the Act, Mr. Anurag Mundra (DIN: 00113172) is liable to retire at the Fifteenth Annual General Meeting and being eligible offer himself for re- appointment. His retirement and re-appointment at the ensuing Annual General Meeting shall not constitute a break in his existing appointment as the Joint Managing Director of the Company. The Board of Directors recommends his re- appointment at the ensuing Annual General Meeting.

NOMINATION AND REMUNERATION COMMITTEE

In Compliance with the provisions of Companies Act, 2013, your Company re- aligned its existing Remuneration Committee as "Nomination and Remuneration Committee" with enhanced scope and functions as stipulated under the new law. The Nomination and Remuneration Committee of the Company comprises of Mrs. Aarti Jhaveri as Chairman of the Committee and Mr. Narendra Beli, Mr. Rajiva Srivastava and Mr. Nilesh Rathi as members of the Committee.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Your Company re - aligned its existing ''shareholders / Investors Grievance Committee'' as ''Stakeholders'' Relationship Committee'', with an enhanced scope and functioning. The Stakeholders'' Relationship Committee comprises of Mr. Nilesh Rathi as Chairman of the Committee and Mr. Narendra Beli and Mrs. Aarti Jhaveri as Members of the Committee.

COST AUDITOR:

As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. Vijay P. Joshi & Associates, Cost Accountants, (Firm Registration No.00267) Indore, as the Cost Auditors of your Company for the Financial Year 2014-15 on the recommendations made by Audit Committee. 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, your Company carries out an audit of cost accounts being the electricity generating company.

Necessary resolution seeking your ratification for the proposed remuneration to be paid to the Cost Auditor has already been included in the notice of the Annual General Meeting.

The Cost Compliance Report of your Company for the Financial Year ended 31st March, 2013, which was due for filing with the Ministry of Corporate Affairs by 30th September, 2013, is in process.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that:

-in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards have been followed, along with Proper explanation relating to material departure, if any;

-accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of financial year ended March 31, 2014 and of profit of the Company for the year ended on that date;

-proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

-the annual accounts of the Company have been prepared on a going concern basis.

AUDITORS:

M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (Firm Reg. No.0743C), the statutory Auditors of the company retires at the close of this Annual General Meeting and is eligible for re-appointment. 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 re-appoint M/s. Ashok Khasgiwala & Co., Chartered Accountants, as statutory auditors of the Company for a period of Two years i.e. upto Financial Year 2015-16. As required under provisions of section 139 of the Companies Act, 2013, the Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified under the provisions of the Act.

AUDITORS'' REPORT:

The Notes forming part of the financial statements referred to in Auditors'' Report of the Company are self-explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks.

ELECTRONIC REGISTRAR:

M/s. Bigshare Services Pvt. Ltd., Mumbai is our registrar for electronic connectivity with NSDL and CDSL.

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of provisions of Section 58 A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

INDUSTRIAL RELATIONS:

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 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 basis, the foreign exchange earnings of your Company during the year under review amounted to Nil as there is no export activity of your company. The foreign exchange outflow during the year was Rs. 91.35 crore (previous year Rs. 6.38 crore), mainly on account of import of Solar Modules.

PARTICULARS OF THE EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975, the names and other particulars of the employees is set out in the annexure attached to the Directors'' Report.

GREEN INITIATIVE:

We started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like, last year this year too we are mailing our Annual Report in soft copy to the all stakeholders whose email-id are registered with the depositories and the printed physical copy will be sent to only those shareholders whose email is bounced or not registered. We are requesting to all the shareholders that kindly update your email id with your DPs.

SUBSIDIARY:

The Company has formed two foreign subsidiaries named "Ujaas Energy HK Limited" at Hongkong and "Eizooba Energy One Limited" at Uganda, incorporated as on 19th May, 2014 and 16th July, 2014 respectively in the process of enhancement of its business.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the Company already initiated many steps to fulfill its Corporate Social Responsibility, it has now adopted the Policy of Corporate Social Responsibility as mandated under the Companies Act, 2013 and allocated fund towards such activities. The Board has also formed a CSR Committee comprising of Mr. Anurag

Mundra as Chairman of the Committee and Mr. S. S. Mundra, Mr. Vikalp Mundra and Mrs. Aarti Jhaveri as Members of the Committee. Ujaas distributed good quality school bags with stationery items to the students of government schools located in the Villages near to our various Solar Power Generating Site like Amba, Dhabla Sondhiya, Rojhani, Jogibardiya, jaisingpura etc.

For this year, we are joining hands with Barli Development Institute for Rural Women, an Institute which conducts residential training programme for rural, village and tribal women who did not get the opportunity of schooling and those who dropped out school as our CSR partner. Company is providing 4KW Roof top Solar System to the institute and also taking steps towards joined campaigning for the upliftment of Women. We are also looking forward to provide Shudhu Water Purification Tablets to the villagers as maximum diseases in the world are water borne diseases. We are trying to provide all the possible facilities to different villages situated near to our Solar Power Generation Sites.

ACKNOWLEDGMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers and to other Financial Institutions for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customers, Vendors and Employees in ensuring an excellent all around operational performance.

For & On Behalf of the Board

Place: Indore S.S.Mundra Dated :14.08.2014 Chairman & Managing Director DIN : 00113199


Mar 31, 2013

Dear Members,

The Directors are pleased to present the Fourteenth Annual Report of your Company together with the Audited Accounts and the Auditors'' Report of your Company for the financial year ended, 31st March, 2013 The summarized financial results for the financial year ended 31st March, 2013 are as under:

FINANCIAL RESULTS:

Rs in Lacs Particulars 2012-13 2011-12

Sales (Including 24801.88 3697 35

other income)

Profit before 5081 53 341 59

interest & depreciation

Profit Before Tax 4386 12 201 51

Profit after 2700 64 96 87

Depreciation & Tax

Prior Period Adjustment 0 00 4 92

Profit for the year 2700 64 91 95

Add: Balance brought 192 20 100 25

forward from Previous Year

Less: Capitalized for 0 00 0 00

Bonus Issue

Balance available 2892 83 192 20

for Appropriation

Interim Dividend / 300 00 0 00

Proposed Dividend

Tax on Equity Dividend 50 21 0 00

Balance transferred to 135 50 0 00

General Reserve

Surplus carried to 2407 12 192 20

Balance Sheet

REVIEW OF OPERATIONS:

Your Company has recently entered into new business sector viz Solar Power Generation and Manufacturing, Sales & Services of Solar Power Systems which is been branded as "Ujaas” The company''s profit raised almost 29 times as compared to last year in the very first year of its new divisions The Company will try to maintain its performance in the coming years The figure of Sales and other income marginally are also increased 6 times for the year under review at Rs 24,801 88 Lacs as against that of Rs 3697 35 Lacs in the previous year The Company''s Profit before interest, depreciation and tax is Rs 5081 53 Lacs as compared to Rs 341 59 Lacs in the previous year

DIVIDEND:

During the year 2012 13 your Company demonstrated improved business and profitability performance and therefore the Board of Directors of your company had earlier approved the payment of an Interim Dividend @ 5% i e 0 50/ per share when the Face value of Shares were of Rs 10/ per share amounting to Rs 1 00 Cr , which was paid in the month of August, 2012 Further the Board has recommended the payment of Final Dividend @10% on equity shares of Rs 1 00/ each (Rs 0 10/ per equity share) for the year 2012 13 With this, the total dividend for the fiscal year 2012 13 is at 15% [5% on the equity shares of Rs 10/ each (before subdivision) and 10% on the equity shares of Rs 1/ each] total amounting to Rs 3 00 Cr on its paid up equity capital of Rs 20 00 Cr

AWARD AND RECOGNITION:

Your Directors are pleased to inform you that our Company''s project for existing solar power project is under the stage of "Request for Registration" at the website of United Nations Framework Convention for Climate Change and will be soon get registered under Clean Development Mechanism(CDM) for the same Our Company will start earning through Certified Emission Reduction (CER) credits, by trading them in the international market

Further our company again in the process of registration of our new project of 15MWp Solar Power under CDM

OPERATIONS AND BUSINESS PERFORMANCE HIGHLIGHTS:

Maintaining the continuity of the business growth and profitability performance, your Company again registered growth and higher profitability despite escalating input costs and economic recession Some of the highlights are given in the following points:

Agreement(s) (Letter of Commitment) with Govt of M P to set up 99 25 MW Solar Power Plants at various locations in the State of Madhya Pradesh These agreement(s) (Letter of Commitment) were signed on 29th Oct , 2012 in Global Investor Summit held at Indore

Installation of 20KW roof top grid tied solar PV system in the Shri Ram Chandra Mission''s Ashram (SRCM) at Manapakkam, Chennai under our brand Ujaas

2A grade rating by ICRA (Credit Rating Agency) and became the Official Channel Partner of "Ministry of New and Renewable Energy(MNRE) for Off Grid Solar applications"

Solar RECs have been traded at Rs 13400 (Rs 13 40 per unit) at the Indian Energy Exchange (IEX), trading session held on 28th March, 2013

Successful commissioning of 27MWp (including 2MWp of M And B Switchgears Limited) Solar Power Plants under our Brand Ujaas as on 31st March, 2013

The Company registered improved performance on all key parameters

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges forms part of this Annual Report

EQUITY SHARE CAPITAL:

During the year under review, the Company has increased its Authorised Share Capital from Rs 25 00 Cr (Rupees Twenty Five Crore only) to Rs 30 00 Cr (Rupees Thirty Crore only) However there is no change in the Paid up capital of the company

Subsequently, the Company has sub divided its Equity Shares, including the Paid up Shares, such that, each existing Equity Share of nominal value of Rs 10/ (Rupees Ten only) was sub divided into 10 (Ten) Equity Shares of nominal value Rs 1/ (Rupee One only) each, and consequently, the Authorized Share Capital of Rs 30,00,00,000/ (Rupees Thirty Crores only) comprises of 30,00,00,000 (Thirty Crore) Equity Shares of Rs 1/ (Rupee One only) each

DIRECTORS:

The Board consists of executive and non executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning

In terms of Articles of Association of the Company Mrs Aarti Jhaveri, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re appointment Further, Mr Santosh Muchhal and Mr Rajiva Kumar Srivastava were appointed as Additional Independent Directors of the Company as on 24th April, 2013 and they hold office upto the date of the ensuing AGM and notices under Section 257 of the Act has been received from Members signifying their intention to propose Mr Muchhal''s & Mr Srivastava''s appointment as a Director

Your Directors propose for the approval of the members at the forthcoming Annual General Meeting and recommends to pass necessary resolution to that effect as set out in the notice of the Annual General Meeting

COST ACCOUNTANT :

M/s Vijay P Joshi & Associates, Cost Accountants, Indore, were reappointed as your Cost Auditor for the Financial Year 2012 13 A certificate of Compliance of Cost Accounting Records shall be received till the month of September as the working for Cost Audit is under process, at the final stage of preparation and completion as on date The Cost Auditor has issued a provisional Compliance Certificate to the Company for the year 2012 13

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that:

in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable accounting standards have been followed, along with Proper explanation relating to material departure, if any;

-accounting policies selected were applied consistently Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of financial year ended March 31, 2013 and the profit of the Company for the year ended on that date;

proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

the annual accounts of the Company have been prepared on a going concern basis

AUDITORS:

M/s Ashok Khasgiwala & Co , Chartered Accountants, Indore (Firm Reg No 0743C), the statutory Auditors of the company retire at the close of this Annual General Meeting and is eligible for re appointment The Company has received confirmation from the Auditors that their re appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 The Audit Committee of the Board has recommended their re appointment The necessary resolution is being placed before the shareholders for approval

AUDITORS'' REPORT:

The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks

ELECTRONIC REGISTRAR:

Our registrar for electronic connectivity with NSDL and CDSL is M/s Bigshare Services Pvt Ltd , Mumbai

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of provisions of Section 58A of the j Companies Act, 1956 read with the Companies I (Acceptance of Deposits) Rules, 1975, as amended

INDUSTRIAL RELATIONS:

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in respect of I conservation of energy and technology I absorption have not been furnished considering fl the nature of activities undertaken by the company '' during the year under review Further during the year under review, the Company has not earned ! foreign exchange and used foreign exchange worth '' 33 41 Cr

PARTICULARS OF THE EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975, the names and other particulars of the employees is set out in the annexure attached to the Director''s Report

GREEN INITIATIVE:

During the previous fiscal year we started a sustainability initiative with the aim of going green and minimizing our impact on the environment Like, last year this year too we are mailing our Annual Report in soft copy to the all stakeholders whose email id are registered with the depositories and the printed physical copy will be sent to only those shareholders whose email is bounced or not registered We are requesting to all the shareholders that kindly update your email id with your DPs

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Our company has initiated many efforts to provide the basic facilities to the Villages situated near to our various Solar Power Generating Site Some of them are installation of Solar Street Lights at the Villages and distribution of School Bags to the School Children etc

For this year, our plan is to promote the education of village children, as the children are the future of our nation and school is the base to build nation''s Future So we will provide all the possible facilities to different schools situated near to our Solar Power Generation Sites

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers and to other Financial Institutions for the assistance, co operation and encouragement they extended to the Company Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customers, Vendors and Employees in ensuring an excellent all around operational performance

For & On Behalf of the Board

S S MUNDRA

Place: INDORE CHAIRMAN CUM

Dated: 28th May, 2013 MANAGING DIRECTOR


Mar 31, 2012

The Directors are pleased to present the Thirteenth Annual Report of your Company together with the Audited Accounts and the Auditors' Report of your Company for the financial year ended, 31st March, 2012. The summarized financial results for the financial year ended 31st March, 2012 are as under:

FINANCIAL RESULTS:

Particulars 2011-12 2010-11 (Rs in Lacs) (Rs in Lacs)

Sales (Including other 3697.35 3389.89 income)

Profit before interest & 341.59 338.30 depreciation

Profit Before Tax 201.51 121.78

Profit after Depreciation & 96.87 79.19 Tax

Prior Period Adjustment 4.92 4.36

Profit for the year 91.95 74.83

Add: Balance brought forward 100.25 235.44 from Previous Year

Less: Capitalized for Bonus 0.00 210.02 Issue

Balance available for 192.20 100.25

Appropriation

Surplus carried to Balance 192.20 100.25 Sheet

REVIEW OF OPERATIONS:

Your Company has entered into new business sector viz. Solar Power Generation and One Stop Solution for Solar Power Plant which is been branded as "Ujaas" and thus the resources of the Company were being utilized for setting up new projects. Although the Company had tried to maintain its performance for the year under review. Sales and other income marginally for the year under review at Rs. 3697.35 Lacs as against that of Rs.3389.89 Lacs in the previous year. The Company's Profit before interest, depreciation and tax is Rs. 341.59 Lacs as compared to Rs. 338.30 Lacs in the previous year.

DIVIDEND:

Though during the year 2011-12 your Company demonstrated improved business and profitability performance but considering the need to conserve resources for capital investment in fixed assets and working capital requirement to meet the envisaged business growth, your Directors do not recommend dividend on equity shares for the year.

However, considering an expected better performance, your Directors have declared an Interim Dividend @ 5% for the Financial Year 2012-13 on the paid-up Equity Share Capital of the Company. The Company has kept a Book Closure for determining the eligible shareholders on 30th August, 2012 and 31st August, 2012 (both days inclusive).

AWARD AND RECOGNITION:

Your Directors are pleased to inform you that our Company has become First Company in India to put up a solar power plant Under REC mechanism. This plant has also received Solar REC, which is being traded through the two Power Exchanges of India i.e. Power Exchange India Limited and Indian Energy Exchange Limited.

Your Directors also want to share with you that the Company is in the process of receiving Carbon Credit Certificates under the Clean Development Mechanism. It will help in recognition of your company in the international market as these Carbon Credits are salable in the international market.

OPERATIONS AND BUSINESS PERFORMANCE:

Maintaining the continuity of the business growth and profitability performance, your Company again registered growth and higher profitability despite escalating input costs and economic recession.

The Company registered improved performance on all key parameters.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges forms part of this annual report.

PAID UP CAPITAL:

During the year under review, the Company made its maiden Public issue by way of issue of 50,00,000 (Fifty Lac) Equity Shares of Rs.10/- (Rupees Ten Only) each at a premium of Rs. 176/- (Rupees One Hundred Seventy Six Only) as its Initial Public offer to the public. The Equity Shares of the Company got listed on BSE Limited and the National Stock Exchange of India Limited with effect from 20th October, 2011.

Subsequently, the paid up Equity Share Capital of the Company stands at Rs. 20.00 Crore (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

In terms of Articles of Association of the Company Mr. S. S. Mundra, and Mr. Vikalp Mundra retires by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors propose for the approval of the members at the forthcoming Annual General meeting and recommends to pass necessary resolution to that effect as set out in the notice of the Annual General Meeting.

DISINVESTMENT FROM SUBSIDIARY:

Proximo Energy Concept Private Limited

During the year under review M/s Proximo Energy Concept Private Limited, was incorporated as a wholly owned subsidiary and later, the same was discontinued to be the subsidiary of our Company. The Company, post disinvestment holds 0.00% paid-up Equity Share Capital in the said Company.

COST ACCOUNTANT COMPLIANCE CERTIFICATE:

M/s. Vijay P. Joshi & Associates, Cost Accountants, Indore, were appointed as the Cost Auditor for the Financial Year 2011-12. A certificate of Compliance of Cost Accounting Records shall be received till the month of September as the working for Cost Audit is under process, at the final stage of preparation and completion as on date. The Cost Auditor has issued a provisional Compliance Certificate to the Company for the year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that:

- in the preparation of accounts, the applicable accounting standards have been followed, along with necessary explanation, for any material departure, if any;

- accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of financial year ended March 31, 2012 and the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

- the annual accounts of the Company have been prepared on a going concern basis.

AUDITORS:

M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (Firm Reg. No.0743C), the statutory Auditors of the company retire at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re-appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

AUDITORS' REPORT:

The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks.

ELECTRONIC REGISTRAR:

Our registrar for electronic connectivity with NSDL and CDSL is M/s. Bigshare Services Private Ltd., Mumbai.

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

Further Income Tax Department has conducted a survey in the month of July 2012 and in order to avoid protracted litigation with revenue authority the Company has recorded an additional income of Rs. 11.00 Cr. for the financial year 2012 -2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 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. Further during the year under review, the Company has neither earned nor used any foreign exchange.

PARTICULARS OF THE EMPLOYEES:

During the year under review, none of the employees of the Company had drawn more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, hence, information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975, is not applicable.,

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers and to other Financial Institutions for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customer, Vendors and Employees in ensuring an excellent all around operational performance.

For & On Behalf of the Board

Place: Indore S. S. MUNDRA

Date: 13.08.2012 CHAIRMAN CUM MANAGING

DIRECTOR

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