Dear Shareholders,
Your Directors hereby present Twenty Sixth Annual Report on the
performance of your Company together with the Audited Standalone Financial Statements for
the Financial year ended 31stMarch 2025.
1. COMPANY OVERVIEW
"Ujaas", in the local language, means "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 power plants under its flagship brand 'UJAAS'.
The Company is also active in the electric vehicle sector, offering
efficient and cost-effective electric scooters designed for easy navigation. By combining
advanced technology with affordability, Ujaas is committed to serving both its customers
and the environment in the best possible way.
The Company's corporate headquarter is located in Indore, Madhya
Pradesh.
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 |
|
2024-25 |
2023-24 |
Revenue from Operations |
2693.51 |
2672.64 |
Other Income |
742.01 |
2614.64 |
Total Expenses |
2332.25 |
4478.20 |
EBITDA* |
1183.26 |
2608.48 |
Depreciation |
49.65 |
753.00 |
Interest and other borrowing cost |
30.34 |
1046.40 |
PBT (profit before tax) |
1103.27 |
(154.32) |
Tax expenses |
218.23 |
(3049.89) |
PAT (profit after tax) |
885.04 |
2895.57 |
EPS (earning per share) |
0.83 |
1.84 |
* Earning before finance cost, tax and depreciation and amortization
expenses.
3. PERFORMANCE REVIEW OF UJAAS
On the Standalone basis, during F.Y. 2024-25 under review, your
Company's Gross Revenue from operations stood at INR lakhs 2693.51 compared to INR
2672.64 lakhs in the previous year. The Net Profit of the Company stood at INR 885.04 lakh
against INR 2895.57 lakh reported in the previous year.
Segment-wise Revenue details are as under: -
REVENUE FROM DIFFERENT
Yearly Revenue (INR in
SEGMENTS |
2025 |
2024 |
Solar Power Plant Operation |
2723.68 |
2973.05 |
Business |
|
|
Manufacturing and sale of solar power system |
402.81 |
1745.21 |
EV |
96.02 |
458.35 |
Un-allocable Income |
213.01 |
110.67 |
4. DIVIDEND& BONUS
In view of the inadequate profit incurred by the Company for the
financial year, the Board of Directors have not recommended any dividend to the
Shareholders of the Company for the financial year ended March 31, 2025.
The Company has issued and allotted 1 fully paid bonus equity share of
Rs.1 in exchange of 4 fully paid equity shares of the Company to the public shareholders
of the Company.
5.TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserves for the
financial year 2024-25.
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
2016-17 of Rs. 65454 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 31st March 2025. As there is no Subsidiary Company as on 31st March
2025 disclosure in AOC-1 is not required.
8. SHARE CAPITAL a) Authorised share capital:
During the year under review, the authorised share capital of the
Company was increased from Rs. 30,00,00,000/- (Rupees Thirty crore only) divided into
30,00,00,000 (Thirty crore) equity shares of Rs. 1/- (Rupees one only) each to Rs.
45,00,00,000/- (Rupees Forty-Five Crores only) divided into
45,00,00,000 (Forty-Five Crore) equity shares of Rs. 1/- (Rupees one only) each.
b) Paid-up share capital:
During the year under review, the paid up share capital of the Company
was changed from Rs.
10,53,01,273/- (Rupees Ten Crore Fifty-Three Lakhs One Thousand Two
Hundred Seventy-Three only) divided into 10,53,01,273 (Ten crore Fifty-Three Lakhs One
Thousand Two Hundred Seventy-Three) equity shares of Rs. 1/- (Rupees one only) each. to
Rs. 10,66,26,581/- (Rupees Ten Crores Sixty-Six Lakhs Twenty-Six Thousand Five Hundred
Eighty-One only) divided into 10,66,26,581 (Ten Crores Sixty-Six Lakhs Twenty-Six Thousand
Five Hundred Eighty-One) equity shares of Rs. 1/- (Rupees one only) each. The paid-up
Equity Share Capital of the Company as on 31 March 2025 was Rs. 10,66,26,581/-(Rupees Ten
Crores Sixty-Six Lakhs Twenty-Six Thousand Five Hundred Eighty-One only) divided into
10,66,26,581 (Ten Crores Sixty-Six Lakhs Twenty-Six Thousand Five Hundred Eighty-One)
equity shares of Rs. 1/- (Rupees one only) each The board at its meeting held on 25th
September, 2024, approved the allotment of 1 fully paid bonus equity shares of Rs.1 in
exchange of 4 fully paid equity share of the Company to the public shareholders of the
Company for achieving minimum public shareholding (MPS) requirement.
And on 02nd June, 2025, approved the allotment of 17 fully paid bonus
equity shares of Rs.1 in exchange of 25 fully paid equity share of the Company to the
public shareholders of the Company for achieving minimum public shareholding (MPS)
requirement. As per the approved Resolution Plan dated 13.10.2023, the Company is required
to issue 34,00,00,000 equity shares to the Resolution Applicant. Out of this, the Company
has already issued and allotted 10,00,00,000 equity shares by converting a portion of the
loan into equity on the Effective Date of the Resolution Plan, i.e., 20.10.2023.
The remaining amount of 24,00,00,000 has been received as a convertible
loan from the Resolution Applicant, which is still outstanding and pending conversion into
equity shares.the Company also confirmed to the stock exchanges that it will maintain the
Minimum Public Shareholding (MPS) requirements in accordance with the Hon'ble NCLT
order dated 13.10.2023 and the Securities Contracts (Regulation) Rules, 1957
(SCRR') at the time of converting the amount of 24,00,00,000 into equity
shares.
As on 31st March, 2025, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
The board at its meeting held on 02nd June 2025, approved the allotment
of 17 fully paid bonus equity shares of Rs.1 in exchange of 25 fully paid equity share of
the Company to the public shareholders of the Company for achieving minimum public
shareholding (MPS) requirement. and this results inan increase of the Paid-up shares
capital, to Rs. 11,11,32,630.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following Directors, Independent & Non-Independent, serve
on the Board of the Company. In compliance with the provisions of Sections 149, 152 read
with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof for the time being in force) and SEBI
(LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel
are as follows:
DIRECTORS
S.NO. |
NAME |
DESIGNATION |
DIN |
1. |
Mr. Shyamsunder Mundra |
Managing Director |
00113199 |
2. |
Mr. Anurag Mundra |
Director & CFO |
00113172 |
3. |
Mr. Vikalp Mundra |
Director |
00113145 |
4. |
Mr. Nilesh Rathi |
Non-Executive Independent Director |
03329897 |
5. |
Mr. Girish Kataria |
Non-Executive Independent Director |
06778397 |
6. |
Ms. Surabhi Agrawal |
Non-Executive Independent Director |
08672180 |
a) In accordance with the provisions of Section 152 of the Companies
Act, 2013 and the Company's Article of Association, Mr. Shyamsunder Mundra (DIN:
00113199), 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. Shyamsunder 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 26th Annual
General Meeting (AGM) of the Company. b) In accordance with Provisions of section 196,
197,198 and 203 read with Schedule V and other applicable provisions of Companies Act,
2013, read with Companies (Appointment and Remuneration of Managerial personnel) Rules,
2014, (including any statutory modifications or re-enactments thereof for the time being
in force).
Further, as per declaration received from the Director of the Company
pursuant to Section 164 of the Companies Act, 2013, the Board apprised the same and found
that directors are not disqualified from holding office as director.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act,2013 & section 2(51)
of the Companies Amendment Act, 2017, the following are designated as Key Managerial
Personnel of your Company by the Board:
S.No |
Name |
Designation |
1. |
Mr. Shyamsunder Mundra |
Chairman & Managing Director |
2. |
Mr. Anurag Mundra |
WTD & CFO |
3. |
Mr. Sarvesh Diwan |
Company Secretary & Compliance Officer |
During the year under review, the following changes took place in the
composition of the Company's KMP:
1. Appointment of Mr. Anurag Mundra as Whole-time Director of the
Company for a term of 5 (five) consecutive years commencing from July15, 2024 to July 14,
2029;
11. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS
During the year under review the Board of Directors met Eight (8) times
on 3rd May, 2024, 01st June 2024, 15th July 2024, 13th August 2024, 07th September 2024,
25th September 2024,, 12th November 2024, 22nd January 2025. 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 also held on 24th March 2025 without the presence of non-independent directors
and members of the management, to review the performance of non-independent directors and
the Board as a whole, the performance of the Chairman of the Company and also to access
the quality, quantity and timeliness of the flow of information between the Company
management and the Board.
12. INDEPENDENT DIRECTORS a) Declaration by Independent Director:
All the Independent Directors of the Company have given declarations that they meet the
criteria of Independence as laid down under section 149(6) of the Companies Act, 2013&
Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015. b) Familiarization Programme: As per Regulation 25(7) of SEBI (Listing Obligations
&Disclosure Requirements) Regulations, 2015, the details of the Familiarization
Programme for Independent Directors have been detailed out in Corporate Governance Report
forming part of this Annual Report & is also disclosed on website of the Company
i.e.www.ujaas.com c) Meeting: Pursuant to the requirement of Schedule IV to the
Companies act, 2013 & SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, a separate meeting of the Independent Directors of the Company was held
on 24th of March 2025. Further, the details of Meeting of Independent Directors of the
Company is given in Corporate Governance Report, forming part of Annual Report.
13. BOARD EVALUATION
Pursuant to the relevant provisions of the Companies Act,2013 &
SEBI (Listing Obligations
& Disclosure Requirements) Regulations,2015, the Board has carried
out an annual evaluation of its own performance, performance of its directors individually
as well as the evaluation of the working of its committees. The performance evaluation of
the Chairman & Non-Independent Directors was carried out by the Independent Directors.
The Board of Directors expressed their satisfaction with the evaluation
process. More details on the same is given in the Corporate Governance Section forming
part of this Annual Report.
14. AUDIT COMMITTEE
The Company has an Audit Committee as per Section 177 of the Companies
Act, 2013 read with the rules framed thereunder and Regulation 18 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015. The details of composition
of Audit Committee and other details relating to the same are given in the Report of
Corporate Governance forming part of this Report. During the Financial Year 2024-25, there
has been no instance where the Board has not accepted the recommendations of the Audit
Committee. There was no instance of fraud during the year under review.
15. 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. Corporate Social Responsibility Committee 4.
Management Committee 5. Risk Management Committee The details of the committees along with
their composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Reportwhich is presented in a separate section and forms part of the
Annual Report of the Company.
16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Business Responsibility and Sustainability Report as per Regulation
34(2)(f) of SEBI Listing Regulations is applicable to the Company. The Business
Responsibility and Sustainability Report for the financial year ended March 31, 2025, is
presented in a separate section and forms part of the Annual Report of the Company
17. AUDITORS & THEIR REPORTS
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 for the Term of 5 years commencing from the conclusion of 23rd
Annual General Meeting of the Company till the Conclusion of 28th Annual General Meeting
of the Company. The Company has received a certificate from them to the effect that their
appointment as Statutory Auditors of the Company, would be within the limit prescribed u/s
139& 141 of the Companies Act, 2013 & also received a peer review certificate
issued by the ICAI Peer Review Board', as required under the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Auditors report is enclosed with financial statements in this
Annual Report for your kind perusal and information. The audit qualifications,
reservations, adverse remarks or disclaimers in the Auditors' Report for the
financial year 2024-25 are as under.:
Audit Qualification a. We draw attention to the note no. 38 (b) of
the financial results that the Company has trade receivables as at March 31, 2025,
aggregating to Rs. 2874.88 Lakhs, for which external confirmations have been sent by the
management. However, confirmations have not been received from the respective parties.
Accordingly, we are unable to comment on the possible adjustments required in the carrying
amount of trade receivable and its impact is presently not quantifiable.
b. We draw your attention to note 38 (a) of the financial result with
regard to accrued interest income on Fixed Deposits with Axis Bank amounting to Rs. 6.37
Lakhs (corresponding previous year, quarter ended 31st March 2024 Rs. 6.11 Lakhs) and for
the year ended 31st March, 2025 amounting to Rs. 25.81 Lakhs (corresponding previous year
ended 31st March, 2024 Rs. 24.58 Lakhs), for the quarter ended 31st December, 2024 Rs.
6.47 Lakhs, which has not been credited by bank. Accordingly there exists a difference
between balance as per books of account and confirmation by bank.
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. The statement on impact of audit qualifications is attached herewith as Annexure
F.
INTERNAL AUDITOR:
M/s. S.K. Malani & Co., Chartered Accountants, Indore is appointed
as Internal Auditor of the Company to conduct the internal audit of the Company for the
Financial Year 2025-26, as required under Section 138 of the Companies Act, 2013 and the
Companies (Accounts) Rules, 2014.
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the Internal Audit
function is defined. The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the Internal Control System and suggests improvements to
strengthen the same. To maintain its objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee of the Board. Based on the report of
internal audit function, Company undertakes corrective action in their respective areas
and thereby strengthens the controls. Recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board and accordingly implementation
has been carried out by the Company.
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 five
consecutive years commencing audit period from FY 2025-26 till FY 2029-2030, subject to
approval of the shareholders at the ensuing AGM.
The Secretarial Audit Report for the financial year 2024-25 in
prescribed format MR-3 is annexed as Annexure A to the Board's Report.
18. CREDIT RATING
During the year under review, no credit rating has been obtained from
any credit rating agency.
19. REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1)
OF THE COMPANIES ACT, 2013
In terms of Section 131 of the Companies Act, 2013, the Financial
Statements and Board's Report are in compliance with the provisions of Section 129 or
Section 134 of the Companies Act, 2013 and that no revision has been made during any of
the three preceding financial years.
20. RELATED PARTY TRANSACTIONS
Process and Approval Mechanism: Your Company has developed a governance
structure for approving and monitoring the transactions with the related parties. A
process is rolled out where all the related parties are identified, and a list of related
parties is prepared to ensure that no transactions with related parties are entered
without prior approval of the Audit Committee. Additionally, all the related party
transactions are reviewed by the Audit Committee and the Board on a quarterly basis. The
Audit Committee also seeks for external certification, if required to ensure that the
transactions are at arm's length and in ordinary course of business. Audit Committee
grants omnibus approval for transactions which are regular and routine in nature as per
the criteria approved by the Board and special or event-based transactions are approved
separately by the Audit Committee in line with Related Party Transaction Policy of the
Company.
The policy on Related Party Transaction as approved by the Board of
Directors has been available on the website of the company at https://www.ujaas.com/
wp-content/uploads/2017/07/5.-Related-Party-Transaction-Policy.pdf.
During the year under review: (i) no materially significant Related
Party Transactions were entered with the Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interest of the
Company at large; (ii) all related party transactions were carried out in the ordinary
course of business and at arm's length pricing; and (iii) no material related party
transactions were entered into, accordance with the SEBI Listing Regulations and the
Company's Policy on Related Party Transactions. Accordingly, the disclosure of
related party transactions in Form AOC2 is not applicable.
The shareholders may refer to note no. 33 to the financial statements,
which set out Related Party Disclosures.
21. 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.
22. PUBLIC DEPOSITS
Your Company has not accepted deposit from the public falling within
the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31 March 2025.
Further, the Company has not accepted any deposit or loans in contravention of the
provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.
Further, your Company has filed form DPT-3 for the Annual compliance as at 31 March 2025
for the amount received by the Company which is not considered as deposit under the
purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposit) Rules, 2014 as amended form time to time.
23. 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 Bof 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
https://ujaas.com/wp-content/uploads/2015/09/ Nomination-Remuneration-Policy.pdf.
24. 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 C.
25. 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, 2025, 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 31,2025
and of the profit of the Company for the financial year ended on March 31, 2025; 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.
26. 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 Dof Board's Report. There
are no instances of employees who were in receipt of remuneration in excess of the limit
prescribed in provisions of Section 197 (12) of the Companies Act, 2013 read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and the rules made there under.
None of the employees listed in the said Annexure is a relative of any
Director of the Company. None of the employees hold (by himself or along with his spouse
and dependent children) more than two percent of the equity shares of the Company.
27. 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
https://www.ujaas.com/wp-content/
uploads/2017/07/4.-Vigil-Mechanism-Whistle-Blower-Policy.pdf.
The policy is in 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.
28. 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 E 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
https://www.ujaas.com/wp-content/uploads/2017/07/10.-Policy-on-Corporate-Social-Responsibility.pdf.
29. MANAGEMENT DISCUSSION& ANALYSIS REPORT
The Management Discussion and Analysis Report (MD & AR) for the
year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, is
presented in a separate section and forms part of the Annual Report of the Company.
30. CORPORATE GOVERNANCE
Your Company believes in adopting best practices of corporate
governance as it is the foundation upon which an organization is built. Keeping in view of
the above, we have rolled out robust corporate governance structure and policies which
complement each other and continue to steer the Company through headwinds. Report on
Corporate Governance and certificate by the Secretarial Auditors of the Company regarding
compliance with Corporate Governance requirement as stipulated in Regulation 34 read with
Part C of Schedule V of the SEBI Listing Regulations, are provided in a separate section
and forms part of the
Annual Report of the Company.
31. RISK MANAGEMENT
In today's economic environment, Risk Management is a very
important part of business. The main aim of risk management is to identify, monitor &
take precautionary measures in respect of the events that may pose risks for the business.
(a) Risk Management Committee:
Pursuant to Regulation 21 (5) of the SEBI (Listing Obligation and
Disclosures Requirement) Regulation, 2015, the Board has constituted the Risk Management
committee. At present Risk Management constitute Mr. Shyamsunder Mundra, Chairman , Mr.
Anurag Mundra , Mr. Vikalp Mundra and Mr. Nilesh Rathi as its members, to frame, implement
and monitor risk management plan of the Company.
(b) Risk Management Policy:
The Company has in place a Risk Management Policy as per the
requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down
procedure for risk assessment and risk minimization. The Board of Directors, Audit
committee and the Senior Management of the Company should periodically review the policy
and monitor its implementation to ensure the optimization of business performance, to
promote confidence amongst stakeholders in the business processes, plan and meet strategic
objectives and evaluate, tackle and resolve various risks associated with the Company. The
business of the Company is exposed to various risks, arising out of internal and external
factors i.e. Industry, Competition, Input, Geography, Financial, Regulatory, Other
Operational, Information Technology related to other risks.
The Company has adopted 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 https://www.
ujaas.com/wp-content/uploads/2014/03/UJAAS-Risk-Management-Policy-1.pdf.
32. INTERNAL FINANCIAL CONTROL SYSTEM
The Board of your Company has laid down internal financial controls to
be followed by the Company and such internal financial controls are adequate and operating
effectively. Your Company has adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial disclosures.
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.
33. REGISTRAR AND SHARE 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 advantages 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.
34. 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
2025-26 of both the stock exchanges on time. There was no suspension of trading during the
year under review.
35.HUMAN RESOURCES
Your Company is committed towards creation of opportunities for its
employees that help attract, retain and develop a diverse workforce. Your Company lays due
importance to its conducive work culture for its employees. To reinforce core values and
beliefs of the Company, various policies for employees' empowerment have been framed
to enrich their professional, personal and social life. In addition to above, the Company
has also laid down the Code of Conduct for Directors and Senior Management Personnel and
Whistle Blower Policy.
The Company has also laid down a Policy under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) (POSH) Act, 2013 and
Constituted Internal Complaints Committee to redress the complaints. There was no POSH
complaint received during the year 2024-25 also. (Previous Year: Nil).
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 the Annual Report. Details of complaints
received and redressed during financial year 2024-25 are as follows:
The number of sexual harassment complaints NIL received during the year.
The number of such complaints disposed of NIL during the year.
The number of cases pending for a period NIL exceeding ninety days.
37. THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS
ACT, 1961.
The Company affirms that it has duly complied with the provisions of
the Maternity Benefit Act, 1961, including all amendments thereto. All applicable
benefits, leave entitlements, and facilities as mandated under the Act have been extended
to eligible women employees during the financial year under review. The Company has
complied with the provisions relating to the Maternity Benefit Act 1961.
38. 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.
39. 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.
40. ANNUAL RETURN
In compliance with the provisions of Section 92(3) and Section 134(3)
of the Companies Act, 2013, the Draft Annual Return of the Company for the financial year
ended March 31, 2025 has been uploaded on the website of the Company and the web link of
the same is https://www.ujaas.com/annual-return/.
41. INSURANCE
The Company has taken adequate insurance cover for all its movable
& immovable assets for various types of risks.
42. 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.
43. 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.
44. IMPLEMENTATION OF THE RESOLUTION PLAN:
The Hon'ble National Company Law Tribunal, indore Bench
("NCLT") had approved the resolution plan submitted by the Resolution Applicant
vide its order dated October 13, 2023. During the financial year pursuant to the
Resolution Plan and Scheme of Arrangement as approved by the Hon'ble National Company
Law Tribunal (NCLT) on October 13, 2023, two new companiesBluehope
Solutions Limited and Globlegreen Power Limited, have been incorporated
as Resulting Company 1 and Resulting Company 2, respectively. In accordance with the said
scheme, Bluehope Solutions Limited has issued and allotted 5,00,00,000 equity shares to
the shareholders of the demerged company, Ujaas Energy Limited. Similarly, Globlegreen
Power Limited has issued and allotted 8,00,00,000 equity shares to the shareholders of
Ujaas Energy Limited. Both resulting companies have applied for listing of their equity
shares on the stock exchange(s) where the shares of the demerged company are currently
listed.
As the implementation of the Resolution Plan has been completed, the
Implementation and Management Committee, which was constituted to review the execution of
the approved Resolution Plan, has also been dissolved.
45. 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.
46. 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.
Place: Indore |
UJAAS ENERGY LIMITED |
|
s/d |
Date: 26th August, 2025 |
Shyamsunder Mundra |
|
Chairman &Managing Director |
|
DIN:00113199 |
|