Ujaas Energy Ltd
Directors Reports
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, on commencement of the Corporate Insolvency Resolution Process (CIRP), 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 NCLT order dated 28 th 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.
Your Directors hereby present Twenty Forth Annual Report on the performance of your
Company together with the Audited Standalone Financial Statements for the Financial year
ended 31 st March, 2023.
1. COMPANY OVERVIEW
"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 |
|
2022-23 |
2021-22 |
| Revenue from Operations |
3091.95 |
4467.03 |
| Other Income |
112.08 |
158.19 |
| Total Expenses |
5087.55 |
6816.37 |
| EBITDA* |
462.28 |
(80.67) |
| Depreciation |
719.73 |
739.61 |
| Interest and other borrowing cost |
1626.07 |
1370.87 |
| PBT(profit before tax) |
(1833.52) |
(10989.81) |
| Tax expenses |
134.19 |
19.41 |
| PAT (profit after tax) |
(1749.33) |
(10970.40) |
| EPS (earning per share) |
(0.87) |
(5.48) |
* Earning before finance cost, tax and depreciation and amortization expenses.
3. PERFORMANCE REVIEW OF UJAAS
On the Standalone basis, during the F.Y. 2022-23 under review, your Company's Gross
Revenue from operations stood at INR 3091.95lakhs compared to INR 4467.03 lakhs in the
previous year. The Net Profit/(Loss) of the Company stood at INR (1749.33) lakh against
INR (10970.40) lakh reported in the previous year.
Segment-wise Revenue details are as under: -
| REVENUE FROM DIFFERENT SEGMENTS |
Yearly Revenue (INR in Lakh) |
|
2023 |
2022 |
| Solar Power Plant Operation Business |
2146.84 |
2666.06 |
| Manufacturing and sale of solar power system |
74.64 |
2.00 |
| EV |
881.30 |
1878.83 |
| Un-allocable Income |
101.25 |
78.33 |
4. DIVIDEND
In view of the net loss incurred by the Company for the financial year and the
accumulated losses of the previous financial years, the Board of Directors does not
recommend any dividend to the Shareholders of the Company for the financial year ended
March 31, 2023..
5. TRANSFER TO RESERVES
There is no amount proposed to be transferred in any reserve for the financial year
2022-23 .
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 2015-16 of Rs.
67429.17 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
The Company does not have any Subsidiary, Associates Company & joint ventures
as on 31 st March, 2023. As there is no Subsidiary Company as on 31 st March, 2023
disclosure in AOC-1 is not required.
8. SHARE CAPITAL
During the year under review, there was no change in the share capital of the Company.
The paid-up Equity Share capital of the Company as at March 31, 2023 stood at Rs.
20,02,90,000 (Rupees Twenty Crore Two Lakh Ninety Thousand). As on 31 st March, 2023, none
of the Directors of the Company hold instruments convertible into Equity Shares of the
Company.
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.
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 THE COMPANIES ACT,
2013
n 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 has not 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 31 st March, 2023.
16. AUDITORS & THEIR REPORTS
n STATUTORY AUDITORS
Pursuant to the section 139 & other applicable provisions to Statutory Auditors
under the Companies Act, 2013, M/s. Ashok Khasgiwala & Co. Llp , Chartered
Accountants, Indore (Firm Registration No. C400037), were appointed as Statutory Auditors
of the Company w.e.f. 30th September, 2022 i.e. from the conclusion of 23rd Annual General
Meeting of the Company till the Conclusion of 28th Annual General Meeting of the Company
at such remuneration and out- of -pocket expense, as may be mutually agreed between the
Resolution Professional (during the ongoing Corporate Insolvency Resolution Process) or
the Board of Directors and the Statutory Auditors." 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.
n STATUTORY AUDITORS' REPORT
The audit qualifications, reservations, adverse remarks or disclaimers in the Auditors'
Report for the financial year 2022-23 are as under.:
Audit Qualification
1. As mentioned in Note 41 & 42 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 given in respect of excess, short, or
non-receipts of claims for operational and financial creditors. Hence consequential
impact, if any, on the financial statements is currently unascertainable.
2. We have been informed by Resolution Professional that 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 43 of the Statement, no impairment assessment of property
plant and equipment and intangible asset in carrying value as at 31 st March, 2023 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. Note No. 44 the Statement, balance confirmations not been received in respect of
trade receivables, deposits, loans and advances and trade and other payables as a result
of which reconciliation process and consequential adjustments, if any, has not been
carried out. The Company has adjusted / provided / written off / back significant amounts
basis its internal estimates, against which necessary supporting documentation has not
been made available to us..
5. Note 45 of the financial statements with regards to difference in borrowings
aggregating to Rs. 2573.55 lacs arising with bank balance confirmation due to the interest
on borrowings being recognized by the Company based on the sanction terms of borrowing,
whereas the lenders has not charged the same. The interest expenses recognized on
borrowings during the year by the Company amounting to Rs. 1165.49 Lacs..
6. Note 46 of the financial statement with regards to difference arising in accrued
interest on fixed deposit of Axis Bank by Rs 22.68 lacs due to interest being recognized
by the Company on accrual basis, where as Axis Bank has not provided interest in their
statement.
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.
n SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the 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 2023-24..
n SECRETARIAL AUDITOR'S REPORT
The Secretarial Audit Report for the financial year 2022-23 in prescribed format MR-3
is annexed as Annexure 3 to the Board's Report and contain following observation:-
Observation:
The tenure of Ms. Yamini Karmarkar and Mr.
Prakash Dandekar ended on 28th March 2022 and has not yet been re-appointed by the
Company.
The tenure of Ms. Yamini Karmarkar and Mr. Prakash Dandekar ended on 28th March 2022
and has not yet been re-appointed by the Company.
Since the independent director were not appointed or reappointed during the financial
year which has resulted in non- compliance regarding composition of Board and committees
at the end of the financial year 2021-2022. Following explanation or comment made by the
Board on observation made by company secretary in practice in his secretarial audit
report:-
comment:
All the independent directors of the company have ceased their office due to completion
of their tenure and no independent directors have been appointed till date due to
suspension of powers of the Board of Directors of the Company. Hence, once the independent
directors appointed by the company necessary reconstitution of composition of board and
committees would be done accordingly.
17. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS
During the year under review the Board of Directors met Five (5) times on 30 th May
2022, 09 th August 2022, 2 nd September 2022, 11 th November 2022, 10 st February 2023.
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 because During the year, all the
independent directors of the company have ceased their office due to completion of their
tenure and no independent directors have been appointed till the date of AGM.
18. AUDIT COMMITTEE
All the independent directors of the company have ceased their office due to completion
of their tenure and no independent directors have been appointed till the date of AGM due
to suspension of powers of the Board of Directors of the Company. Hence, once the
independent directors appointed by the company necessary reconstitution of the committee
would be done accordingly.
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
n DIRECTORS
a) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Article of Association, Mr. Anurag Mundra (DIN: 00113172), 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. Anurag 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 24 th 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.
n 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:
| S.No Name |
Designation |
| 1. Mr. Shyam Sunder Mundra |
Chairman & Director |
| 2. Mr. Vikalp Mundra |
Director |
| 3. Mr. Anurag Mundra |
Director & CFO |
| 4. Mr. Sarvesh Diwan |
Company Secretary & Compliance Officer |
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. Furthermore, the
term of period of Managing director and Joint Managing Directors had been expired on 24 th
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
All the independent directors of the company have ceased their office due to completion
of their tenure and no independent directors have been appointed till date due to
suspension of powers of the Board of Directors of the Company. Hence, once the independent
directors appointed by the company necessary reconstitution of composition of board and
committees would be done accordingly.
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: -
a) In the preparation of the annual accounts for the year ended March 31, 2023, 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 31,2023 and of the profit of
the Company for the financial year ended on March 31, 2023;
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.
23. BOARD EVALUATION
Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and
applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and Individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, governance issues etc. The Directors were satisfied with the evaluation
results, which reflected the overall engagement and effectiveness of the Board and its
Committees with the Company.
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 4 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.ujaas.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 website www.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
2022-23.
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 5 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 6 of Board's Report.
The Company had 86 employees as at March 31, 2023. 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 2023-24 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 Anti-Sexual 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 SIGNIFI?CANT 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.DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING
LOAN FROM BANKS & FINANCIAL INSTITUTIONS
There was no One Time Settlement of loan taken from Banks or any financial
Institutions. Hence, the difference in valuation does not arise.
39. ANNUAL RETURN
In compliance with the provisions of Section 92(3) and Section 134(3) of the Companies
Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2023
has been uploaded on the website of the Company and the web link of the same is
https://www.ujaas.com/.
40.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.
41. 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 Mr. Navin Khandelwal as the interim resolution professional. Subsequently,
vide NCLT order dated 28 th 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. In pursuance of the CIRP process,
a resolution plan duly approved by the Committee of Creditors (CoC) was submitted to NCLT
for approval. NCLT has rejected the resolution plan vide Order dated 06/01/2023. The
resolution applicant has already filed an appeal at NCLAT challenging the NCLT orders and
the Appeal is being heard by NCLAT..
42.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 6.
43.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 ended 31 st March, 2023.
44.INSURANCE
The Company has taken adequate insurance cover for all its movable & immovable
assets for various types of risks.
45.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.
46.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.
47.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.
48.APPRECIATION
Your Directors wish to place on record their deep appreciation to our Shareholders,
Customers, Business Partners, Vendors, both International & 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 |
| Place: Indore |
Shyam Sunder Mundra |
| Date: 31st August 2023 |
Chairman & Director |
|
(Member of Suspended |
|
Board of Directors) |
|
DIN:00113199 |