ujaas final balance sheet - ujaas energy ltd annual report_2014_13.pdfthe company including the...

UJAAS ENERGY LIMITED

t h1 5 A N N U A L R E P O R T 2 0 1 3 - 2 0 1 4

Sr. Content Page No.

1. Corporate Information 1

2. The Board of Directors 2 - 3

3. Chairman's Speech 4

4. Notice 5 - 9

5. Directors Report 11 - 17

6. Report on Corporate Governance 17 - 26

7. Independent Auditor's Report 27 - 28

8. Balance Sheet 29

9. Statement of Profit and Loss 30

10. Cash Flow 31

11. Notes Forming Part of the 32 - 48

Financial Statements

12. Attendance Slip & Proxy -

CONTENTS

COMPANY SECRETARY & COMPLIANCE OFFICER

AUDITORS LISTED ON

REGISTERED OFFICE CORPORATE OFFICE

SEGMENT

SOLAR POWER PARKS:

BANKERS REGISTRARS AND SHARE TRANSFER AGENT

Ms. Monika Choukse

M/s Ashok Khasgiwala & Co. The National Stock Exchange of India LimitedChartered Accountants, The BSE LimitedIndore.

Survey No. 211/1, 701-A, NRK Business Park,Opp. Sector - C & Metalman, Vijay Nagar Square,Sanwer Road Industrial Area, Indore - 452010 (M. P.).Indore - 452015. (M. P.). Tel.:0731-4715300; Fax:0731-4715344

Website: www.ujaas.comCIN: L31200MP1999PLC013571E-mail: [email protected]

MANUFACTURING FACILITIESUnit – I Unit – II2-D-2, Sector 'D' Survey No. 211/1 Sanwer Road Industrial Area Opp. Sector - C & Metalman,Indore - 452015 (M. P.) Sanwer Road Industrial Area

Indore - 452015 (M. P.)

1. RAJGARH PARK 2. BAROD PARKVillage Gagorni, District Rajgarh (Biora) Village Dhabla Sondhiya, Tehsil BarodNear Bhopal - 465661 (M.P.) District Aagar - 465441 (M.P.)

3. ROJHANI PARK 4. SUSNER PARKVillage Rojhani, Tehsil Barod. Village Jamuniya, Tehsil SusnerDistrict Aagar - 465441 (M.P.) District Aagar - 465447 (M.P.)

5. ICCHAWAR PARKVillage Icchawar,Dist. Sehore - 466115 (M.P.)

State Bank of India Bigshare Services Pvt. Ltd.Axis Bank Limited E-2 and 3, Ansa Industrial Estate,Bank of Baroda Saki-Vihar Road, Sakinaka,Union Bank of India Andheri(E), Mumbai-400072Indian Overseas Bank Maharashtra, India.

Tel.: 022-28470652www.bigshareonline.com

CORPORATE

INFORMATION

1

DIRECTORSB O A R D O F

Shri Anurag MundraJt. Managing Director

Shri Shyam Sunder MundraChairman & Managing Director

Smt. Aarti JhaveriIndependent Director

Shri Vikalp MundraJt. Managing Director

2

Shri Santosh MuchhalIndependent Director

Shri Rajiva Kumar SrivastavaIndependent Director

Shri Narendra BeliIndependent Director

Shri Nilesh RathiIndependent Director

3

It is my privilege to share with you, my fellow shareholders, the highlights of the successful performance of your company. It is a pleasure to share with you that your Company is ranked 2nd by the Business World Magazine in the category of Fastest Growing Companies in India. During the Financial year 2013-14, the Turnover of the Company has increased by 115 % to 533.18 Crores in comparison with the last financial year and the Net Profit After Tax has increased by 38.48 % to 37.39 crore.

th Your Company's name is now “Ujaas Energy Limited” (effective from 19 August, 2013) which was formerly known as “M and B Switchgears Ltd.”, as the Company fully indulges in Solar Power Business and its contribution is more than 90% of the total revenue generated by the Company.

st Ujaas has achieved a milestone of commissioning 105.18 MW Solar Power Plants upto 31 March 2014. Your Company has established Five Solar Parks at different locations namely, Rajgarh, Barod, Rojhani, Susner and Icchawar Solar Park. Further in our other verticals 'Ujaas Home' and 'Ujaas My-Site', we have successfully installed 1.72 MW and have esteemed clients like Nalco, Rockwell, NTPC, NFL etc. The transformer division of the Company is an established division and is growing at a moderate pace in tune with the current industry trend.

Our clients are our most important stakeholders and we strive to be consistently relevant to their changing business needs. We have clients base of more than 60 in our solar power business. Our biggest assets are our employees, because of their hard work, commitment and passion, we have successfully commissioned more than 100MW.

Your company is channel partner of Ministry of New Renewable Energy (MNRE). We can extend the subsidy component payable to the end users up-front. This has given your Company an edge over the competitors.

While delivering valued services to our clients, we do not forget to 'giving back to the society'. We take adequate care in designing our power generation plants to optimises the utilisation of land, conserving precious natural resources and contribute to a greener and healthier environment.

Our projects are normally in those areas where life is not as easy as it is in cities. Our approach is to contribute towards improving the quality of life of the communities living in these areas. We are focused on providing education to children of those areas. We have distributed school bags with stationery items to children and are also providing clean water facilities at the school campuses.

I sincerely thank all the Board Members, my colleagues, the stakeholders including the shareholders, Lenders and Employees who walk with us and strengthen us in our pursuit of excellence.

Dear Shareholders,

With best wishes

Sd/-

Chairman & MDS.S. Mundra

Chairman's Chairman's SpeechSpeechChairman's Chairman's SpeechSpeech

4

th15 Annual Report 2013-2014UJAAS ENERGY LTD.TM

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NOTICEth Act, 2013 and the rules made thereunder (including any statutory Notice is hereby given that the Fifteenth (15 ) Annual General Meeting

modification(s) or re-enactment thereof for the time being in force) of the Members of UJAAS ENERGY LIMITED (formerly known as M th read with Schedule IV to the Companies Act, 2013 Mr. Santosh AND B SWITCHGEARS LIMITED) will be held on Friday, 26 day of

Muchhal (DIN 00645172) who was appointed as a Director liable to September, 2014 at 03.30 p.m. at the Corporate Office of the retire by rotation and holding the office as an Independent Director Company situated at NRK Business Park, Vijay Nagar Square, and in respect of whom the Company has received a notice in Indore. (M.P.), to transact the following business: writing from a Member under Section 160 of the Companies Act, 2013, alongwith the required deposit, be and is hereby appointed as an Independent Director of the Company for 2 (Two) 1. To receive, consider and adopt the audited Financial Statements of

st consecutive years, effective from April 01, 2014 upto March 31, the Company including the Balance Sheet as at 31 March, 2014, 2016, with the period of office not liable to determination by the Statement of Profit and Loss and the Cash Flow Statement for retirement of Directors by rotation.”the Financial Year ended on that date together with the notes to the

7. To appoint Mr. Rajiva Srivastava (DIN 02465001) as an Financial Statements and the Reports of the Board of Directors and Independent Director and in this regard to consider and if thought the Auditors thereon.fit, to pass with or without modification(s), the following resolution 2. To declare Dividend on the Equity Shares of the Company.as an Ordinary Resolution:3. To appoint a Director in place of Mr. Anurag Mundra (DIN “RESOLVED THAT pursuant to the provisions of Sections 149, 00113172) who retires by rotation and being eligible offers himself 150, 152 and other applicable provisions, if any, of the Companies for re-appointment.Act, 2013 and the rules made thereunder (including any statutory 4. To re-appoint the Statutory Auditors to hold office from the modification(s) or re-enactment thereof for the time being in force) conclusion of this Annual General Meeting (AGM) until the read with Schedule IV to the Companies Act, 2013 Mr. Rajiva conclusion of the AGM to be held for the Financial year 2015-16 Srivastava (DIN 02465001) who was appointed as a Director liable and to fix their remuneration and for that purpose to pass with or to retire by rotation and holding the office as an Independent without modification(s) the following resolution as an Ordinary Director and in respect of whom the Company has received a Resolution:notice in writing from a Member under Section 160 of the “RESOLVED THAT pursuant to the provisions of Section 139 and Companies Act, 2013, alongwith the required deposit, be and is other applicable provisions, if any, of the Companies Act, 2013 hereby appointed as an Independent Director of the Company for 2 (“the Act”) read with the Companies (Audit and Auditors) Rules, (Two) consecutive years, effective from April 01, 2014 upto March 2014 and pursuant to the recommendations of the Audit 31, 2016, with the period of office not liable to determination by Committee and the Board of Directors, M/s. Ashok Khasgiwala & retirement of Directors by rotation.”Co., Chartered Accountants, Indore (Firm Reg. No.0743C), the

8. To ratify and confirm the remuneration to be paid to M/s. Vijay P. retiring Statutory Auditors of the Company, be and are hereby re-Joshi & Associates, Cost Accountants (Firm Registration appointed as Statutory Auditors of the Company for a period of two No.00267) for the financial Year 2014-15 and to consider and, if (2) years from the conclusion of this Annual General Meeting thought fit, to pass with or without modification(s), the following (AGM) until the conclusion of the AGM to be held for the financial resolution as an Ordinary Resolution:year 2015-16 (subject to ratification of the appointment by the “RESOLVED THAT pursuant to Section 148 and other applicable Members at every AGM) and that the Board of Directors of the provisions, if any, of the Companies Act, 2013 and the Rules made Company be and are hereby authorized to fix such remuneration thereunder, as amended from time to time, the Company hereby as may be determined by the Audit Committee in consultation with ratifies the remuneration of ` 50,000 plus service tax and out-of-the Auditors.” pocket expenses as approved by the Board of Directors of the Company to be paid to M/s. Vijay P. Joshi & Associates, Cost Accountants(Firm Registration No.00267), who are appointed as 5. To appoint Mrs. Aarti Jhaveri (DIN 00851063) as an Independent Cost Auditors to conduct the audit of cost records maintained by Director and in this regard to consider and if thought fit, to pass with the Company for the Financial Year 2014-15.”or without modification(s), the following resolution as an Ordinary

Resolution:“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 Mrs. Aarti Jhaveri (DIN 00851063) who was appointed as a Director liable to retire by rotation and holding the office as an Independent Director and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Companies Act, 2013, alongwith the required deposit, be and is hereby appointed as an Independent Director of the Company for 2 (Two)

Regd. Office:consecutive years, effective from April 01, 2014 upto March 31, Survey No. 211/1,2016, with the period of office not liable to determination by Opp. Sector - C & Metalman,retirement of Directors by rotation.”

6. To appoint Mr. Santosh Muchhal (DIN 00645172) as an Sanwer Road Industrial Area, Independent Director and in this regard to consider and if thought Indore- 452015. (M. P.).fit, to pass with or without modification(s), the following resolution Tel.: 0731-4715300; Fax: 0731-4715344as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections 149, CIN: L31200MP1999PLC013571150, 152 and other applicable provisions, if any, of the Companies

ORDINARY BUSINESS:

SPECIAL BUSINESS:

By order of the BoardFor UJAAS ENERGY LIMITED

CS Monika Choukse Place: Indore Company Secretary& Compliance OfficerDate: 14.08.2014 Membership No. : A28563

Website: www.ujaas.com

E-mail: [email protected]

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NOTES: rule 19 (1) of the rules made their under, permit nomination by 1. A member entitled to attend and vote at the annual general the members of the company in the prescribed form SH-13.

meeting is entitled to appoint a proxy to attend and vote Members are requested to avail this facility.instead of himself/ herself and a proxy need not be a 14. Members are requested to bring their copies of Annual Reports member of the company. to the Annual General Meeting of the Company. In all

2. Proxy form duly stamped and executed in order to be correspondence with the Company or with its Registrar & Share effective, must reach the registered office of the Company Transfer Agent members are requested to quote their folio not less than 48 hours before the time of commencement number and in case the shares are held in dematerialized form, of the annual general meeting. Proxy form for the AGM is they must quote their Client ID Number and DPID Number.enclosed. 15. To support the ‘Green Initiative’, the Members who have not

3. Explanatory Statement pursuant to Section 102(1) of the registered their e-mail addresses are requested to register the Companies Act, 2013 with respect to Special Business set out same with their Depositories or with our Registrar “Bigshare in the Notice is annexed to and forms part of this notice. Services Pvt. Ltd.” Regd. Off.: E-2 and 3, Ansa Industrial

4. Pursuant to Section 105(1) of the Companies Act, 2013, read Estate, Saki-Vihar Road, Sakinaka, Andheri(E), Mumbai-with Rule 19 of the Companies (Management and 400072, Maharashtra. Administration) Rules, 2014, a person can act as proxy on 16. Members who hold shares in the dematerialized form and want behalf of Members not exceeding 50 (fifty) in number and to change/correct the bank account details should send the holding in aggregate not more than 10 (ten) per cent of the total same immediately to their concerned Depository Participant share capital of the Company carrying voting rights. In the case and not to the Company. Members are also requested to give of a Member holding more than 10 (ten) per cent of the total the MICR Code of their bank to their Depository Participants. share capital of the Company carrying voting rights, such a The Company will not entertain any direct request from such Member may appoint a single person as proxy, who however members for change of address, transposition of names, shall not act as proxy for any other person or shareholder. deletion of name of deceased joint holder and change in the

5. The Members / Representative / Proxy(s) are requested to bank account details. While making payment of Dividend, bring attendance slip, as enclosed, duly filled in, together with details provided by Registrar will be used as data provided by their copy of the notice convening the Annual General meeting. the Depositories, in case of such demat shares.

6. Only bonafide members of the Company whose names appear 17. Electronic copy of the Notice along with the Annual Report is on the Register of Members/Proxy holders, in possession of being sent to all the members whose email IDs are registered valid attendance slips duly filled and signed will be permitted to with the Company/Depository Part icipants(s) for attend the meeting. The Company reserves its right to take all communication purposes unless any member has requested steps as may be deemed necessary to restrict non-members for a hard copy of the same. For members who have not from attending the meeting. registered their email address, physical copies of the Annual

7. In case of joint holders attending the Meeting, only such joint Report are being sent in the permitted mode.holder who is higher in the order of names will be entitled to 18. Information required to be furnished under clause 49 IV (G) of vote. the Listing Agreement is given in the Annexure to this Notice.

8. Corporate members intending to send their authorized 19. Non-resident Indian shareholders are requested to inform representatives to attend the meeting are requested to send to about the change in the residential status on return to India for the Company a certified copy of the Board resolution pursuant permanent settlement to our Share Transfer Agent or the to Section 113 of the Companies Act, 2013 authorizing their concerned Depository Participant, as the case may be, representative to attend and vote on their behalf at the meeting. immediately.

9. All documents referred to in the above notice and explanatory 20. The Investors who have not yet encashed / claimed the Dividend, statement are available for inspection at the registered office of are requested to encash /claim the Dividend immediately. In the Company on all working days (except Saturday, Sundays terms of Section 124 of the Companies Act, 2013, the Company and Public holidays) between 11.00 a.m. and 01.00 p.m. upto shall be required to transfer the unclaimed/unpaid Dividend of the date of the Annual General Meeting. the Company on the expiry of seven years from the date it

10. The Registers required to be maintained under the Companies became due for payment to the “Investor Education and Act, 2013 including the Register of Directors’ Shareholding, Protection Fund” and subsequently the shareholders shall not maintained by the Company under Section 307 of the have any right to claim the said refund from the Company or Companies Act, 1956 and the Register of Directors and Key from the said Fund. Managerial Personnel and their Shareholding in the Company 21. The details of the Un-encashed / Un-claimed above-mentioned under Section 170 of the Companies Act, 2013 and the Register Dividend are as under :of Contracts maintained by the Company under Section 301 of the Companies Act, 1956 and under Section 189 of the Companies Act, 2013 will be available for inspection by the Financial Unclaimed/ Due date ofMembers at the AGM. Year un-encashed transfer to

11. The Register of Members of the Company will remain closed Dividend amount Investor th th as on 31.03.2014 Education andfrom Thursday, 18 September, 2014 to Friday, 26

September, 2014 (both days inclusive) to determine the eligible (Amount in ) Protection Fundthshareholders for the payment of dividend and the dividend if 2012-13 5,648.50 15 October,

thdeclared, will be paid on or before 20 October., 2014. (Interim 201912. Members are requested to forward their queries on the subjects Dividend)

thto the Company Secretary at least 10 days in advance for 2012-13 1,52,485.70 29 September,enabling the Company to furnish replies/clarification at the (Final 2020Annual General Meeting. Dividend)

13. Pursuant to section 72 of the companies Act, 2013 read with

Email: [email protected]

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22. In compliance with the provisions of Section 108 of the Act (iv) Now Enter your User IDand the Rules framed thereunder, the Members are a. For CDSL: 16 digits beneficiary ID, provided with the facility to cast their vote electronically

b. For NSDL: 8 Character DP ID followed by 8 through the e-voting services provided by Central

Digits Client ID, Depository Services (India) Limited (CDSL), on all

c. Members holding shares in Physical Form resolutions set forth in this Notice.should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(A) In case of members receiving e-mail:(vi) If you are holding shares in demat form and had

(i) Log on to the e-voting website logged on to and voted on an earlier voting of any company, then your existing password is to be used. (ii) Click on “Shareholders” tab.

(vii) If you are a first time user follow the steps given (iii) Now, select “Ujaas Energy Limited” from the below:drop down menu and click on “SUBMIT”

The instructions for members for voting electronically are as under:

www.evotingindia.comwww.evotingindia.com

(viii) After entering these details appropriately, click on view the entire Resolution details.“SUBMIT” tab. (xiv) After selecting the resolution you have decided to vote on,

(ix) Members holding shares in physical form will then reach click on “SUBMIT”. A confirmation box will be displayed. If you directly the Company selection screen. However, wish to confirm your vote, click on “OK”, else to change your members holding shares in demat form will now reach vote, click on “CANCEL” and accordingly modify your vote.‘Password Creation’ menu wherein they are required to (xv) Once you “CONFIRM” your vote on the resolution, you will mandatorily enter their login password in the new not be allowed to modify your vote.password field. Kindly note that this password is to be also

(xvi) You can also take out print of the voting done by you by used by the demat holders for voting for resolutions of any

clicking on “Click here to print” option on the Voting page.other company on which they are eligible to vote, provided

(xvii) If Demat account holder has forgotten the changed password that company opts for e-voting through CDSL platform. It is then Enter the User ID and the image verification code and strongly recommended not to share your password with click on Forgot Password & enter the details as prompted by any other person and take utmost care to keep your the system.password confidential.• Institutional shareholders (i.e. other than Individuals, (x) For Members holding shares in physical form, the details

HUF, NRI etc.) are required to log on to can be used only for e-voting on the resolutions contained and register themselves in this Notice.

as Corporates. (xi) Click on the EVSN for the relevant “Ujaas Energy

• They should submit a scanned copy of the Limited” on which you choose to vote.Registration Form bearing the stamp and sign of the

(xii) On the voting page, you will see “RESOLUTION entity to

DESCRIPTION” and against the same the option • After receiving the login details they have to create a “YES/NO” for voting. Select the option YES or NO as

user who would be able to link the account(s) which they desired. The option YES implies that you assent to the wish to vote on. Resolution and option NO implies that you dissent to the

Resolution. • The l ist of accounts should be mailed to

and on approval of (xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to

https://www.evotingindia.co.in

[email protected].

[email protected]

PAN*

DOB

Dividend Bank Details

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

• In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares held by

thyou as on 17 September, 2014, the cut off date in the Dividend Bank details field.

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the accounts they would be able to cast their vote. (F) The Scrutinizer shall, within a period not exceeding three

• They should upload a scanned copy of the Board working days from the conclusion of the e-voting period shall

Resolution and Power of Attorney (POA) which they make a report of the votes cast in favour or against, if any,

have issued in favour of the Custodian, if any, in PDF forthwith to the Chairman of the Company.

format in the system for the scrutinizer to verify the (G) A Member can opt for only one mode of voting i.e. either

same. through e-voting or by ballot at the meeting. If a Member

(B) In case of members receiving the physical copy: casts votes by both modes, then voting done through e-

(C) Please follow all steps from sl. no. (i) to sl. no. (xvii) above voting shall prevail and ballot shall be treated as invalid

to cast vote. (H) In case you have any queries or issues regarding e - th voting, you may refer the Frequently Asked Questions (D) The voting period begins on Saturday, 20 September, 2014

nd (“FAQs”) and e-voting manual available at (9.00 A.M.) and ends on Monday, 22 September, 2014 (06.00 under help section or write an email P.M.). During this period shareholders’ of the Company,

to .holding shares either in physical form or in dematerialized th form, as on the cut-off date of 17 September, 2014 may cast

their vote electronically. The e-voting module shall be

disabled by CDSL for voting thereafter.

(E) Mr. S. Anantha Rama Subramanian, Practising Company

Secretary (FCS: 4443; CP No.:1925), has been appointed

as the Scrutinizer to scrutinize the e-voting process in a fair

and transparent manner.

www.evotingindia.co.in

[email protected]

By order of the Board

For UJAAS ENERGY LIMITED

CS Monika Choukse

Place: Company Secretary& Compliance Officer

Date: 14.08.2014 Membership No. : A28563

Indore

ITEM NOS. 5 to 7:

By order of the Board

For UJAAS ENERGY LIMITED ITEM NO. 8:

CS Monika Choukse

Place: Company Secretary& Compliance Officer

Date: 14.08.2014 Membership No. : A28563

Audit Committee, which shall also recommend remuneration

The Company had appointed Mrs. Aarti Jhaveri, Mr. for such auditor. The remuneration recommended by Audit

Santosh Muchhal and Mr. Rajiva Srivastava as Committee shall be considered and approved by the Board of

Independent Directors pursuant to the provisions of Clause Directors and ratified by the shareholders, as per Rule 14 of

49 of the Listing Agreements entered into with the Stock the Companies (Audit and Auditors) Rules, 2014.

Exchanges. On the recommendations of the Audit Committee at its thIn terms of Section 149 and other applicable provisions of meeting held on 29 May, 2014, the Board has considered

the Companies Act, 2013, it is proposed to appoint the and approved the appointment of M/s. Vijay P. Joshi & above named Independent Directors for a consecutive Associates, Cost Accountants (Firm Registration No.00267) period of two years for a term upto March 31, 2016. A notice as the Cost Auditors of the Company to conduct audit of cost proposing their candidature for the office of Director has accounting records maintained by the Company for the year

stbeen received by the Company. ending on 31 March, 2015.In the opinion of the Board, all the above named The Board of Directors of your Company, hence Independent Directors fulfill the conditions specified in the recommends the resolution as set out under Item No. 8, in Companies Act, 2013 and the Rules made thereunder for relation to ratification and confirmation of the remuneration to appointment as an Independent Director of the Company. be paid to M/s. Vijay P. Joshi & Associates, Cost Accountants The terms and conditions of appointment of the for financial year 2014-15, for the approval of the Independent Directors shall be open for inspection by the shareholders of the Company, to be passed as an Ordinary Members at the Registered Office of the Company during Resolution. all working days from 11.00 a.m. to 01.00 p.m. upto the Copy of all the documents mentioned herein above, would be date of the Meeting available for inspection by the shareholders at the Registered The Board considers that their continued association Office of the Company between 11.00 a.m. to 01.00 p.m. on would be of immense benefit to the Company and therefore all working days from the date hereof up to the date of the recommends the resolutions as set out at Item No. 5 to 7, AGM.for the approval by the Members of the Company. None of the Directors and Key Managerial Personnel of the Except the concerned Independent Director being an Company and their relatives is/are concerned or interested, appointee, none of the Directors and Key Managerial financially or otherwise, in passing the resolution set out at Personnel of the Company and their relatives is concerned Item No. 08.or interested, financially or otherwise, in their respective

resolution as set out at Item Nos. 5 to 7.

In terms of Clause 49 of the Listing Agreement, brief profile

of all the Directors proposed to be appointed / re-appointed

at the Meeting is provided in the Annexure to this Notice.

In pursuance of Section 148 of the Companies Act, 2013

read with the Companies (Audit and Auditors) Rules, 2014,

the Board shall appoint an Individual, who is cost

accountant in practice on the recommendations of the Indore

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

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ANNEXURE

DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCKEXCHANGE:

S. No.

1.

2.

3.

4.

Name of Directors

Mrs. Aarti Jhaveri

Mr. Rajiva Kumar Srivastava

Mr. Santosh Muchhal

Mr. Anurag Mundra

Date of Birth

22.07.1971

03.03.1951

31.03.1964

16.09.1976

Date of appointment

19.11.2010

24.04.2013

24.04.2013

09.06.1999

Qualification & Experience in specific functional area

She is the Independent Director of our Company with effect from November 19, 2010. She holds Bachelor’s degree of Engineering (Electrical) from Jiwaji University, Gwalior. She is also associated with Samaj Paper Private Limited as a director since April 2001. Eminent Professional with rich and varied experience in Corporate affairs and Consultancy services.He is an Independent Director (Independent) of our company and was appointed as on 24th April, 2013. He holds a degree of Engineering B Tech Electrical Engineering (AMU India), and also did MBA (University of Leeds UK) specialization in International Finance and Strategic Marketing. Eminent Professional with rich and varied experience of 40years in the field of Power & Renewable Energy. He was a former Chairman of "Indian Electrical and Electronics Manufacturers Association's Committee" on Renewable Energy, director of "SU-Kam Power Systems" (On gird and Off grid solar power generating company) and also served BHEL for almost 34years. He is an Independent Director (Independent) of our company and was appointed as on 24th April, 2013. He holds Bachelor’s degree in Commerce and a renowned member of ICAI with a wide experience in his field. He is currently serving as Non Executive Director in "MP Stock Exchange Ltd.", "Interconnected Stock Exchange of India Ltd." & "Sam Industries Ltd.,". He is also Vice president of "Indore Management Association".He is a Joint Managing Director of our company and was appointed as Director of the company since incorporation. He holds degree of B.com and CFA. His vigilant eyes on financial & material management leads to strict cost control with efficient inventory management. His good negotiating skills & immense knowledge of financial products is instrumental in getting favorable terms with banks & financial institutions

Directorships held in other Public

Companies*

NIL

NIL

3

NIL

Memberships/ Chairmanships of committee in other Public companies**

NIL

NIL

6

NIL

Shareholding, if any, in the Company

NIL

NIL

NIL

9396120

*Other directorships do not include alternate directorships, directorships of private limited companies, Section 8 companies of New Companies Act, 2013 and of

companies incorporated outside India and Ujaas Energy Limited.

**This includes membership / chairmanship of Audit Committee and Shareholders’ / Investors’ Grievances Committee only.

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FY 14

FY 13

FY 12

FY 11

FY 10

53317.5

24801.81

3697.35

3389.89

4197.47

` In Lakhs

N E T R E V E N U E

FY 14

FY 13

FY 12

FY 11

FY 10

9906.39

5081.52

341.59

338.30

360.28` In LakhsE B I D T A

FY 14

FY 13

FY 12

FY 11

FY 10

1.87

1.35

0.53

0.65

1.02

In `

E A R N I N GP E RS H A R E

FY 14

FY 13

FY 12

FY 11

FY 10

8525.36

4386.12

201.51

121.78

125.63

` In Lakhs

P r o f i tB e f o r eT a x

Results

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Dear Members,

Your Directors are pleased to present the Fifteenth Annual Report of your

Company together with the Audited Financial Statements and the Auditors’ `st Report of your Company for the financial year ended 31 March, 2014. The `

stsummarized financial results for the financial year ended 31 March, 2014 are as

under: `` in Lacs

Particulars 2013-14 2012-13

` `

`

`

`

Financial Statement :

Considering the Company’s financial performance, the Directors have recommended

a dividend of 0.2/- per share (20%) on the capital of 20,00,00,000 Ordinary Shares of

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 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.Gross revenue 53317.50 24801.89

Net revenue 52554.03 24257.13

(excluding excise duty) ndYour Directors are pleased to inform that our Company was rated 2 by the Business Total expenditure 44792.14 20415.77

World Magazine in the category of ‘India’s Fastest Growing Companies’. Further our Operating profit / (loss) 9436.58 4894.83

Company once again received certification from “International Organization for Other income 763.47 544.76

Standardization” for technique i.e. ISO 9001:2008.Profit before Finance cost, 9906.39 5081.52

At international level, being the clean energy producing Company, our Company’s depreciation, amortization,

project got registered under Clean Development Mechanism (CDM) operated by the exceptional item and taxUnited Nations Framework Convention for Climate Change. Company can now claim Finance cost 911.22 508.71for Certified Emission Reduction (CER) credit certificates for the electricity generated Cash profit 7105.17 3692.82

st thfrom 31 December 2012 to 30 December 2019. It will become another source of Depreciation, amortization 469.81 186.69revenue to the Company as these certificates are tradable in the international market.and product developmentOur Company became proud Official Channel Partner of "Ministry of New and / engineering expenses

Renewable Energy (MNRE) for off grid solar applications".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 Your Company once again registered a high growth and increased profitability in the Tax expenses / (credit) 4785.87 1685.48 year 2013-14. Some of the highlights are given in the following points:Profit after Depreciation & Tax 3739.49 2700.64 - Company has achieved a milestone in the solar power industry. Being the first Profit for the year 3739.49 2700.64 Company in Solar Power Project under REC Mechanism, till March 31, 2014 Add: Balance brought forward 2407.12 192.19 Ujaas has successfully commissioned, cumulative 105.18 MWp Solar Power from Previous Year Projects.Balance available for 6146.61 2892.83 - Installation of approx 1MW roof top grid tied solar PV system under our section Appropriation

Ujaas My site.General Reserve 280.50 135.50

- Achieved a milestone of 105.18 MW in the fiscal 2013-14.Interim Dividend / Proposed 400.00 300.00

Dividend

Tax on Equity Dividend 67.99 50.21Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a

Balance carried to Balance 5398.12 2407.12Management Discussion and Analysis Report, Report on Corporate Governance and

SheetAuditors’ Certificate, are included in the Annual Report.

Your company's profit raised almost 1.38 times as compared to last year. The In this year the designation of Mr. Anurag Mundra and Mr. Vikalp Mundra was changed figure of Sales and other income marginally are also increased 2.15 times for the

thfrom Whole Time Directors to Joint Managing Directors w.e.f. 26 July, 2013.year under review at 53317.5 Lacs as against that of 24,801.89 Lacs in the As per the provisions of the Companies Act 2013, every listed public company shall previous year. The Company’s Profit before interest, depreciation and tax is have at least one-third of the total number of directors as Independent Directors. In our 9906.39 Lacs as compared to 5081.52 Lacs in the previous year.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. REVENUE FROM Yearly Revenue

Mrs. Aarti Jhaveri, Mr. Rajiva Srivastava and Mr. Santosh Muchhal have intimated DIFFERENT SEGMENTS (Amount in Lacs)

their consent for their appointment Independent Directors of the Company under the 2013 2014

Solar Power Plant Operation Business 461.77 2327.64 Companies Act, 2013 for a period of 2 (Two) consecutive years, effective from April 01,

Manufacturing and sale of solar 20852.23 48363.78 2014 upto March 31, 2016, with their period of office not liable to be determined by

power system retirement of Directors by rotation. Due to their enhanced professional Commitment, Transformers Manufacturing 2963.94 2169.45 the other two directors Mr. Nilesh Rathi & Mr. Narendra Beli has requested to relieve

DIVIDEND:

AWARD AND RECOGNITION:

OPERATIONS AND BUSINESS PERFORMANCE HIGHLIGHTS:

CORPORATE GOVERNANCE:

REVIEW OF OPERATIONS:DIRECTORS:

DIRECTORS' REPORT

11


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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.

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.

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.

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

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.stThe Cost Compliance Report of your Company for the Financial Year ended 31 thMarch, 2013, which was due for filing with the Ministry of Corporate Affairs by 30

September, 2013, is in process.

NOMINATION AND REMUNERATION COMMITTEE

STAKEHOLDERS' RELATIONSHIP COMMITTEE

COST AUDITOR:

`

DIRECTORS’ RESPONSIBILITY STATEMENT:

AUDITORS:

AUDITORS’ REPORT:

INSURANCE:

ELECTRONIC REGISTRAR:

FIXED DEPOSITS:

INDUSTRIAL RELATIONS:

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.

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.

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.

The Company has taken adequate insurance cover for all movable & immovable

assets for various types of risks.

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

with NSDL and CDSL.

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.

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

12


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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO:

PARTICULARS OF THE EMPLOYEES:

GREEN INITIATIVE:

SUBSIDIARY:

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Mundra as Chairman of the Committee and Mr. S. S. Mundra, Mr. Vikalp Mundra and Mrs. Aarti Jhaveri as Members of the Committee.

The particulars required under Section 217(1)(e) of the Companies Act, 1956, Ujaas distributed good quality school bags with stationery items to the students of

read with the Companies (Disclosure of particulars in the Report of the Board of government schools located in the Villages near to our various Solar Power

Directors) Rules, 1988 in respect of conservation of energy and technology Generating Site like Amba, Dhabla Sondhiya, Rojhani, Jogibardiya, jaisingpura

absorption have not been furnished considering the nature of activities etc.

undertaken by the company during the year under review. For this year, we are joining hands with Barli Development Institute for Rural

On a Standalone basis, the foreign exchange earnings of your Company during Women, an Institute which conducts residential training programme for rural,

the year under review amounted to Nil as there is no export activity of your village and tribal women who did not get the opportunity of schooling and those

company. The foreign exchange outflow during the year was Rs. 91.35 crore who dropped out school as our CSR partner. Company is providing 4KW Roof top

(previous year Rs. 6.38 crore), mainly on account of import of Solar Modules. 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 In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with villagers as maximum diseases in the world are water borne diseases. the Companies (Particulars of the Employees) Rules, 1975, the names and other We are trying to provide all the possible facilities to different villages situated near particulars of the employees is set out in the annexure attached to the Directors’ to our Solar Power Generation Sites.Report.

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.

The Company has formed two foreign subsidiaries named “Ujaas Energy HK Limited” at Hongkong and “Eizooba Energy One Limited” at Uganda, incorporated

th thas on 19 May, 2014 and 16 July, 2014 respectively in the process of enhancement of its business.

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

ACKNOWLEDGMENTS:

Place:

Dated : 14.08.2014

Annexure to the Directors' Report:

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.

Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of the Employee's) Rules 1975 and Companies (Particulars of Employees) Amendment Rules, 2011 referred to in the Directors’

stReport for the year ended 31 March, 2014.

For & On Behalf of the Board

S.S. MundraChairman & Managing Director

DIN : 00113199

Indore

Sr. No

1.

Name of the

Employee

Sumit Somani

Designation

VP-Business Head Ujaas

Park

Age

34

Nature of

Employment

VP-Business Head Ujaas Park

Nature of Duties

Being the VP-

business head of

Ujaas Park liable for all work

relating to park

division.

Qualification/Experience

B.E.Electronics, Executive

program in applied

finance(EPAF)-IIM-C

Date of Commencement

of Employ

mentth11 May, 2012

Last Employment of the Employees

Worked with Suzlon for 7

years in Business

development and headed DLF

– renewable energy projects of 225 MW for 2

years.

% of Equity Shares held by Employee

in the Company

NIL

Remuneration recd.

during the year

100,20,000/-


Place: S.S. MundraDated: 14.08.2014 Chairman & Managing Director

DIN : 00113199

Indore

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Corporate Social ActivitiesCorporate Social Activities

14


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MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. Business Overview and Future Outlook:

General economic conditions in India

B. Industry Structure and Developments:

policies such as the Electricity Act (2003) and the Tariff Policy (2006). The

support has led to growing mergers and acquisitions (M&A) activity and large

investments in equipment manufacture and power generation.

Solar sector:Sun is the ultimate source of all the energy. The per capita power Solar photovoltaic installations in India have crossed 2.5 GW in May 2014. consumption in India is less then 700 Unit, compare to the world's per Government incentives have been the main driver in the past and are still the capita power consumption of more then 3000 units. This fact reflects the main determinant of the market. possibility of ample growth in power sector. Growing environment

concerned and availability of coal raises skepticism on traditional As of May 2014, India had an installed capacity of over 2.5 GW.70% of it is

source of power. Additionally government world over are concerned found in the deserts of the western states of Gujarat and Rajasthan and

over energy security. almost all of it is incentive-driven, utility-scale and grid connected. With

around 900 MW installations, Gujarat claims a lion’s share with over 36% of India is a tropical country and have more than 300 sunny days. total installed capacity of India. It is a healthy distance ahead of Rajasthan, Government of India is stressing the need for rapid expansion of the second-best state. However, with most new projects under the NSM Renewable Energy. At the current prices Solar Power is at the center planned in Rajasthan, Rajasthan will likely overtake Gujarat in terms of total stage. Various issue influencing the Growth of Solar Sector is being installed capacity within the year 2015. Madhya Pradesh will bridge the discussed below.distance with Gujarat in terms of installed capacity by end of year 2015. A

significant number of projects are planned under NSM in Madhya Pradesh.

As a company operating in India, we could be affected by the general Additionally, the state has recently allocated 100 MW projects under round

economic conditions in the country and in particular the factors affecting two of state policy. Your company s installed capacity has also crossed 100

the solar power industry and the solar power projects we commission. MW.

The growth of the Indian economy has slowed with the GDP growing at Apart from Gujarat and Rajasthan, only Madhya Pradesh have crossed the

6.7% in the fiscal year 2012, 4.5% in the fiscal year 2013 and 4.9% in the 300 MW mark. Several other states such as Punjab, Andhra Pradesh, Uttar

fiscal year 2014. Pradesh and Karnataka could join the 100 MW club soon, based on PPAs

(Source: International Monetary Fund, World Economic Outlook, April already signed. Madhya Pradesh will be new upcoming solar area and as

2014 Working Paper) your company is Indore based it gives additional advantage to your company.

Power sector:

With a production of 1,006 Tetrawatt-hour (TWh), India is the fifth largest The demand for Solar Power is primarily because of the regulation providing

producer and consumer of electricity in the world. The government that every obligating agency need to buy certain percentage of their power

targets capacity addition of 88.5 gigawatt (GW) under the 12th Five- requirement through solar. By 2022 this percentage has to reach 3%.

Year Plan (2012–17) and around 100 GW under the 13th Five-Year Plan Demand of power is the function Economic Growth, it's been estimated that

(2017–22). Electricity production in India (excluding captive generation) buy 2022, the demand for Solar Power Plant will be more than 35000 MW.

stood at 911.6 TWh in FY 13, a 4 per cent growth over the previous fiscal. Your company’s principal business is providing one stop solution for putting

Over FY 07–13, electricity production expanded at a compound annual up solar power plant. Your Company is the first to generate & sell Solar REC in

growth rate (CAGR) of 5.5 per cent. The Government of India has the county from its solar power plant of 2 MW commissioned in March 2012 at

contributed to the growth of the power industry in the country, through Rajgarh, Madhya Pradesh, India. The commissioning of solar power project

UJAAS

SOLAR

PV

INSTALLATION

MAP

UJAAS

SOLAR

PV

INSTALLATION

MAP

15


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by your Company has increased from 27 MW in Fiscal 2013 to 105.18 MW 9001:2008 by International Organization for Standardization. The Quality

in Fiscal 2014. Management System in the Company is well defined and is well in place.

This will enable your company to meet the challenges related with In Solar Power Business, your company has three verticals namely, Ujaas Information systems, Controls, Planning and Quality.Park, Ujaas My Site And Ujaas Home.

Ujaas Park Provide complete one stop solution for the grid connected

Mega Watt scale Solar Power Plant. As Your company is dealing with various industries & started working in

various segment also in case there is any problem with one sector, other Grid connected Solar Power Plant in India can be setup in any of the two

sector will provide revenue stream. Apart from Unanticipated labor costs, mechanism.

Market risks, such as interest rates, Operational risks, such as a) REC Mechanism, the power is been soled in open market and REC is supplier/distributor problems and execution challenges and changes in been soled in power exchange.Government regulation No major risks are forseen.. b) PPA Mechanism, long term contract with State Electricity Board

(SEB) / Utility Company.

Statement made in the management discussion and analysis report as Your Company operates five Ujaas Parks in Madhya Pradesh, India regards the expectations or predictions are forward looking statements located at Rajgarh, Barod, Rojhani, Susner, Icchawar with an aggregate within the meaning of applicable Laws and Regulations. Actual production capacity as at March 31, 2014 of 105.18 MW of solar energy.performance may deviate from the explicit or implicit expectations.Ujaas My Site is focused on off with Solar Power Plant, where point of

Power Generation and Power Consumption is same. In Metro and other

cities Power Prices are an north ` 9 per unit. The off grid Solar Power

Generation is achieving overall parity at the point of delivery of power. It's ed Draft

been estimated that this parity will be achieved in others parts of India in Guidelines for selection of 1500 MW Grid Solar PV power projects under

next five years. National Solar Mission, Phase-II Batch-II Scheme. It is to be carried out by

Ujaas Home proposed to offer solution for homes and small commercial NVVN (NTPC Vidyut Vyapar Nigam Limited) through a transparent, tariff

offices. This sector may achieved significant growth after the based reverse bidding process. NVVN shall enter into suitable Power

implementations of net metering policy. Purchase Agreement (PPA) with Solar Power Developers and Power Sale

Agreement (PSA) with Distribution Companies/ Utilities/ other Bulk Your company’s business and revenue growth depends on demand of Consumers. There will be two bid tranche: 750 MW in 2014-15, and power industry and the supply of power from other sources. There has remaining 750 MW in 2015-16. Projects with minimum capacity of 10 MW been a significant growth of the solar power industry in the past. and maximum capacity of 50 MW, and connection level with transmission

utilities at 33kV and above, shall be permitted to bid.Your company have successfully implemented SAP Business solution as It is interesting to note that out of the target capacity of 9000 MW in Phase 2 accounting software in last fiscal year. Company installed different (2013-2017), 750 MW bids have been successfully completed, and as per modules of SAP like FI(Finance), MM(Material Management,), SD (Sales this scheme 1500 MW bids will be completed by 2015-16. That leaves just & Distribution), PS (Project System), QC (Quality Control), HR(Human 2 years i.e. 2016-17 and 2017-18 for the remaining 6750 MW of bid Resource). Further company continued to be certified under ISO:

D. Risk & concern:

E. Cautionary Statement:

F. Opportunity & threats:

C. Quality Management systems:

MNRE issues Draft Guidelines for JNNSM Phase-2 Batch-2 Scheme

MNRE (Ministry of New and Renewable Energy), has officially issu

JOINT MD MR. VIKALP MUNDRA RECEIVING AWARD

16


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capacity & gives a BIG opportunity to your company. Power Plant Operation and Manufacturing & Sale of Solar Power Systems.

In Fiscal 2012, 2013 and 2014 revenue from solar power plant operation

was 1.43 lakhs, ` 461.77 lakhs and ` 2,327.64 lakhs. Further, in Fiscal According to the information received from various sources, the

Department of Commerce has revived its anti-dumping case and 2012, 2013 and 2014 revenue from manufacturing and sale of solar power

concluded its preliminary findings that domestic manufacturers have been system was ` 537.50 lakhs,` 20,852.23 lakhs and ` 48,363.78 lakhs

injured by the dumping of solar cells and modules by manufacturers from respectively. Further, in Fiscal 2012, 2013 and 2014 our Company's

China, the United States, Malaysia, and Taiwan. The Department of revenue from the transformer business was ` 2,855.02 lakhs, ` 2,963.94

Commerce has continued to pursue the anti-dumping case even while the lakhs and 2,169.45 lakhs respectively.

Ministry of New and Renewable Energy (MNRE) rightly continues to insist

that imposing anti-dumping duties is not good idea for a young and fragile

sector. The local solar industry hopes that the new administration will put As your company is growing with a rapid speed, new job opportunities an end to the unpredictability and bring some order to the energy sector. raising day by day for the local people. This is what ujaas aims to provide Non compliance of RPO by obligated entities is a challenge for your job to the local son of soil. We have different segments in which different company and Your company is taking all the efforts to educate and people work at different levels. sensitize all the stake holders towards the importance of REC- RPO Your company has very strong Board, first line management and 2nd line regulations. Electricity Regulator has given some important judgement in management, comprising of various Business Heads, GM and Vice favor for renewable power industries and government is also pro active in president and below them we have effective teams of managers. Your improving the enforcement scenario. We believe there will be considerable company will have huge openings in the coming years as the company is improvement in enforcement scenario in current fiscal. growing day by day and and will again need supporting hands for proper

management.

Your company have three segments of business wise Transformer, Solar

G. Threats

I. Material developments in Human Resources / Industrial Relations

front, including number of people employed.

H. Discussion on Financial performance with respect to operational

performance

1) COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

2) BOARD OF DIRECTORS AND THEIR MEETINGS:

Composition and Category of Directors:

Corporate Governance provides the guidelines as to how the Company can be directed or controlled so that it can fulfill its goals and objectives in a manner that

adds to the value of the Company and is also beneficial for all stakeholders in long term. Stakeholders in this case would include everyone ranging from the board

of directors, management, shareholders, customers, employees and society. The management of the Company hence assumes the role of a trustee for all others.

Company, Good Corporate Governance is a synonym for sound management, transparency and disclosure, encompassing good corporate practices, procedures,

standards and implicit rules which propel a company to take sound decisions, thus maximizing long-term shareholder value without compromising on integrity,

social obligations and regulatory compliances.

Our Corporate Governance policies recognize the accountability of the Board and the importance of its decisions to all our constituents, including customers,

investors, employees and the regulatory authorities and to demonstrate that the shareholders are the cause of and ultimate beneficiaries of our economic activities.

The functions of the Board and the Executive Management are well defined and are distinct from one another. We have taken a series of steps including the setting

up of sub-committees of the Board to oversee the functions of Executive Management. These sub-committees of the Board, which mainly consists of Non-

Executive Directors, meet regularly to discharge their objectives.

The Board of Directors of the company as on March 31, 2014, is an appropriate mix of Executive and Non Executive Directors. It has Eight Directors with an

Executive Chairman and out of the Eight Directors, three (i.e. 37.50%) are Executive Directors and Five (i.e. 62.50%) are Non-Executive & Independent Directors.

The composition of the Board is in conformity with Clause 49 of the Listing Agreements entered into with the Stock Exchanges.

The members of the Board are drawn from various fields having considerable expertise in their respective areas. Together they bring diverse experience, varied

perspectives, complementary skills and vast expertise.

Further none of the Directors on the Board, are Members of more than ten Committees or Chairman of more than five Committees across all the public companies in

which they are Directors. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2014 have been made by the Directors.

Seven Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the said Meetings were held

are as follows:th th th th th th th th24 April, 2013; 25 May, 2013(postponed); 28 May, 2013; 26 July, 2013; 10 August, 2013(postponed); 14 August, 2013; 14 November, 2013; 13 February,

th2014; 10 March, 2014.

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee

Chairmanships/Memberships held by them in other companies are given herein below.

The composition of the Board of Directors and their attendance at the meetings during the financial year were as follows:

REPORT ON CORPORATE GOVERNANCE(Under Clause 49 of the Listing Agreement)

17


Place: S.S. Mundra

Dated : 14.08.2014 Chairman & Managing Director

DIN : 00113199

Indore


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Name of the Category Designation No. of Board *No. of **No. of Directors meetings attended other Committee

during the last AGM Director Positionfinancial held on ship Chairmanship/

Year July Membership 2013-14 26, 2013 in other

CompaniesHeld Attended

Shri S.S. Mundra Promoter & Chairman 7 7 Yes NIL NILExecutive & ManagingChairman Director

Shri Vikalp Mundra Promoter & Joint 7 4 Yes NIL NILExecutive ManagingDirector Directors

Shri Anurag Mundra Promoter & Joint 7 7 Yes NIL NILExecutive ManagingDirector Directors

Shri Nilesh Rathi Independent Director 7 7 Yes NIL NIL

Shri Narendra Beli Independent Director 7 7 Yes NIL NILNon Executive

Director

Smt. Aarti Jhaveri Independent Director 7 7 Yes NIL NILNon Executive

Director

Shri Santosh Muchhal# Independent Director 7 4 Yes 3 6Non Executive

Director

Shri Rajiva Srivastava# Independent Director 7 2 Yes NIL NILNon ExecutiveDirector

Whether

3) INFORMATION AVAILABLE TO THE BOARD:

The Board has unfettered and complete access to any information within the Company and from any of our employees. At meetings of the Board, it welcomes

the presence of concerned employees who can provide additional insights into the items being discussed.

The information regularly supplied to the Board includes:

i) Annual operating plans and updates.

ii) Periodical Financial Statements.

iii) Minutes of meetings of audit, compensation, remuneration, management and investor grievance committee of the Company along with board minutes of the

subsidiary companies.

iv) General notices of interest.

v) Information on recruitment and remuneration of senior officers just below the Board level, including appointment or removal of Chief Financial Officer and

Company Secretary.

vi) Materially important litigations, show cause, demand, prosecution and penalty notices, if any.

vii) Fatal or serious accidents or dangerous occurrences, any material effluent or pollution problems, if any.

viii) Any materially relevant default in financial obligations to and by us.

ix) Significant development on the human resources front.

x) Sale of material which are not in the normal course of business.

xi) Non-compliance of any regulatory, statutory or listing requirements as well as shareholder services like delays in share transfer.

The Board also periodically reviews compliance reports of all laws applicable to the Company, prepared by the designated employees as well as steps taken to

rectify instances of non-compliance.

Notes:th th# Mr. Santosh Muchhal and Mr. Rajiva Srivastava were appointed as Additional Directors w.e.f. 24 April, 2013 and their appointment was ratified in the AGM held on 26 July, 2013.

*Other directorships do not include alternate directorships, directorships of private limited companies, Section 8 companies of New Companies Act, 2013 and of companies incorporated outside India and Ujaas Energy Limited. **This includes membership / chairmanship of Audit Committee and Shareholders’ / Investors’ Grievances Committee only.

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Membership Term and Retirement Policy

According to the Articles of Association of your Company, at every Annual General Meeting, one-third of such of the Directors for the time being are liable to retire by

rotation or, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office.

The Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment. However, as between

persons who became Director on the same day and those who are to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director

shall be eligible for re-appointment.Further as per the Companies Act, 2013 the office of Independent Directors shall not be liable to determination by retirement of directors by rotation.

In compliance with Clause 49 of the Listing Agreement, the Company has adopted a Code of Conduct for its Directors and Senior Management. This Code is applicable to

all the Members of the Board, Senior Management Employees. It is also available on the company’s website www.ujaas.com All Board Members and key managerial

persons have affirmed compliance with the code of conduct for the year ended March 31, 2014. A declaration to this effect signed by the Managing Director is enclosed at

the end of this Report.

As a measure of good Corporate Governance and to provide assistance to the Board of Directors and to meet the requirements of Section 177 of the Companies Act, 2013

and the Clause 49 of the Listing Agreement and in fulfilling the Board’s overall responsibilities, an Audit Committee is functioning consisting of only Independent Directors.a) The Audit Committee inter-alia has the following mandate in terms of the Clause 49 of the Listing Agreement:lOverview of company's financial reporting process and the disclosure of the financial information in the annual accounts. lTo review and discuss with management, internal audit team and external auditors regarding any significant finding of material nature.lTo consider and review the adequacy of management control system and internal audit function and frequency of internal audit process. lTo review with Management the quarterly and annual financial statements before submission to the Board focusing primarily on any change in accounting

policies and compliance with accounting standards, requirements of stock exchanges and other legal compliance.lTo review Balance Sheet & Profit and Loss Accounts to be placed before the Board.lTo consider and review the financial and risk management policy of the Company.lTo consider and review the defaults, if any in payment to the creditors, financial institutions and reasons thereof. lTo consider the directors responsibility statement to be given by the Board in the Directors Report.lTo consider the matter relating to the recommendation for appointment of the external auditors and fixation of their audit fee and also approval for payment of

any other services.lTo review statement of significant related-party transactions.lTo review the functioning of Whistle Blower mechanism.

The Scope of Audit Committee has been widened to include following additional matters which Audit Committee is required to look into as per the provisions

of Companies Act, 2013;lTo review and monitor the auditor’s independence and performance and effectiveness of audit process :lTo approve and/or subsequently modify the transactions of the company with related parties; lscrutiny of inter-corporate loans & investment; valuation of undertakings or assets of the company, wherever it is necessary;lvaluation of internal financial controls and risk management systems; and lAny other terms of reference as may be included from time to time.b) Composition of the Audit Committee:

The Audit Committee of the company comprises of the following Independent Directors and the details of meetings attended them are given below:

4) CODE OF CONDUCT:

5) AUDIT COMMITTEE:

Name Designation Number of Meetings during theFinancial Year 2013-14

Held Attended

Shri Narendra Beli Chairman 4 4

Shri Nilesh Rathi Member 4 4

Smt. Aarti Jhaveri Member 4 4

Shri. Santosh Muchhal* Member 4 3

* Inducted as a Member of Audit Committee w.e.f. April 24, 2013. The Company Secretary of the Company is also functioning as the Secretary to the Committee.

c) Meetings of the Audit Committee:th th thDuring the financial year 2013-14 the Audit Committee met 4 (Four) times on the 25 May, 2013 (Adjourned); 28 May, 2013; 10 August, 2013 (Postponed);

th th th 13 August, 2013 and 14 November, 2013; 13 February, 2014, under the Chairmanship of Shri. Narendra Beli, in which proper quorum was present.

The Committee considered the draft Annual Accounts for the financial year 2013-14. The Committee also reviews the financial and risk management policy of

the Company and defaults, if any, in payment to the creditors, financial institutions and reasons thereof.

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Name Designation Number of Meetings during theFinancial Year 2013-14

Held Attended

Smt. Aarti Jhaveri Chairman 1 1

Shri Nilesh Rathi Member 1 1

CA Narendra Beli Member 1 1

Shri Rajiva Kumar Srivastava* Member 1 0

c) Meeting and recommendation of the remuneration committee during the year: During the financial year 2013-14 the remuneration Committee met 1 (One) time on the 13th February, 2014; under the Chairmanship of Smt. Aarti Jhaveri, in which proper quorum was present.

d) Payment of non-executive directors and composition of the Committee: The Company is not paying any remuneration to the non-executive/independent Directors except, sitting fees for the attending of the Board meetings.

e) Remuneration Policy:The Company’s remuneration policy is driven by the success and performance of the individual employee and the Company. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process.

The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Directors. Annual increments are decided by the Remuneration Committee within the salary scale approved by the members and are effective April 1, each year. The Remuneration Committee decides on the commission payable if any to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Companies Act, 2013, based on the performance of the Company as well as that of the Managing Director and each Executive Director. During the financial year 2013-14, the Company paid sitting fees of Rupees One thousand per meeting to its 3 Non-Executive Directors and Rupees Ten Thousand two Non-Executive Directors of the Board for attending meetings of the Board & Committee.

f) Remuneration paid to directors during the year:

6) REMUNERATION COMMITTEE:

a) The broad terms of reference of the Remuneration Committee are as under:lTo approve the annual remuneration plan of the Company;lTo approve the remuneration and commission/incentive payable to the Managing Director for each financial year;lTo approve the remuneration and annual performance bonus payable to the Chief Financial Officer and the Executive Vice Presidents of the Company for

each financial year;lSuch other matters as the Board may from time to time request the Remuneration Committee to examine and recommend/approve.

b) Composition of the Remuneration Committee and the details of meetings attended by its members are given below:

S. No. Name of Directors Status Sitting Salary/

Fees (`) Remuneration (`)

1 Shri S.S. Mundra Chairman & Managing Director Nil 72,00,000

2 Shri Vikalp Mundra Joint Managing Director Nil 72,00,000

3 Shri Anurag Mundra Joint Managing Director Nil 72,00,000

4 Shri Nilesh Rathi Non-Executive Independent Director 12,000 0

5 Shri Narendra Beli Non-Executive Independent Director 12,000 0

6 Ms. Aarti Jhaveri Non-Executive Independent Director 12,000 0

7 Shri Santosh Muchhal Non-Executive Independent Director 70,000 0

8 Shri Rajiva Srivastava Non-Executive Independent Director 20,000 0

* Inducted as a Member of Remuneration Committee w.e.f. April 24, 2013.The Company Secretary of the Company is also functioning as the Secretary to the Committee.

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7) SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:

The shareholders Grievances Committee facilitate prompt and effective redressal of the complaints of the shareholders and reporting the same to the Board periodically.

a. Composition of the Shareholders Grievance Committee and the details of meetings attended by its members are given below:

Name Designation

Shri Nilesh Rathi Chairman

Smt. Aarti Jhaveri Member

CA Narendra Beli Member

The Company Secretary of the Company is also functioning as the Secretary to the Committee.

b. Meetings of the Shareholders Grievance Committee:During the financial year 2013-14, the Company has not received any Shareholders/ Investors Complaints, Hence there was no requirement to hold Shareholders/ Investors Grievance Committee Meeting.

c. Name and designation of Compliance Officer:Ms. Monika ChoukseCompany Secretary & Compliance Officer

d. Details of investor complaints received and redressed during the financial year 2013-14 are as follows:

Number of complaints Number of complaints Number of complaints received during the year solved during the year pending at the end of the year

0 0 0

The Securities and Exchange Board of India (SEBI) has commenced processing of investor complaints in a centralized web based complaints redressal system

'SCORES'. The salient features of this system are:

lCentralised database of all complaints,

lOnline movement of complaints to the concerned listed companies,

lOnline upload of Action Taken Reports (ATRs) by the concerned companies, and

lOnline viewing by investors of actions taken on the complaint and its current status.

All complaints pertaining to companies will be electronically sent through SCORES at www.scores.gov.in. The companies are required to view the complaints pending

against them and submit ATRs along with supporting documents electronically in SCORES. Failure on the part of the company to update the ATR in SCORES will be

treated as non redressal of investor complaints by the company.

Your Company has registered itself on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory

time limit of the receipt of the complaint.

a. The Management Committee consists of all the three Executive Directors viz., Shri S.S. Mundra (Chairman), Shri Vikalp Mundra and Shri Anurag Mundra

(Members) to execute the various day to day affairs of the Company.

b. The Management Committees’ role covers a detailed review of the following matters before these are presented to the Board:

lBusiness and strategy review;

lLong-term financial projections and cash flows;

lCapital and revenue budgets and capital expenditure programme;

lAcquisitions, divestments and business restructuring proposals;

lSenior management succession planning; Any other item as may be decided by the Board.

a) VENUE AND TIME OF THE LAST THREE ANNUAL GENERAL MEETINGS:

8. MANAGEMENT COMMITTEE:

9. GENERAL BODY MEETINGS

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Date of AGM

21.09.2011

24.09.2012

26.07.2013

Venue

Survey No. 211/1, Opp. Sector –C & Metalman, Sanwer Road Industrial Area, Indore-452015

Survey No. 211/1, Opp. Sector –C & Metalman, Sanwer Road Industrial Area, Indore-452015

701-A, NRK Business Park, Block B-1, PU-4, Sc. No. 74, Vijay Nagar Square, Indore- 452010 (M.P.)

Time

11.00 A.M.

02.30 P.M.

02.30 P.M.

Details of Special Resolution passed

Nil

a) Alteration of Articles of Association; and b) Fund raising through further issue of Securities

of the Company, under Section 81(1A) of the Companies Act, 1956

a) Change in the name of the Company pursuant to Section 21 of Companies Act, 1956.

b) Revision of remuneration of Managing Director in pursuant to section 269, 309, 310 of Companies Act, 1956.

c) Revision of remuneration of Whole Time Directors in pursuant to section 269, 309, 310 of Companies Act, 1956.

d) Change in the object of the issue stated in the prospectus at the time of IPO of the Company.

e) To offer, create, issue and allot further securities of the companies.

The Resolutions were passed by show of hands with requisite majority. The venue of the AGM of the company has been chosen for its central location, prominence and capacity. Further, no business is required to be transacted through Postal Ballot at the forthcoming Annual General Meeting. There was No Extraordinary General Meeting held during the financial year 2013-14.

b. Details of resolutions passed through Postal Ballot during the year 2013-14:Pursuant to Section 192A of the Companies Act, 1956, read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2011, the Board of Directors of the Company had accorded its approval to conduct a Postal Ballot to seek the consent of the Company's members for the following:

i. Ordinary Resolution to sell, transfer, assign, convey, lease and deliver 14MWp Solar Power Generation Plant under Solar Power Generation Division of the Company, at Village Gagorni, District Rajgarh and at Village Dhabla Sondhiya, Jaisngpura Tehsil Barod, District Shajapur (both in the state of M.P.) as specified in the Notice dated June 07, 2013 read with the Explanatory Statement attached thereto.

The details of the voting pattern are as under:

Sr. No. Particulars No. of Postal No. of % to Total VotesBallot Forms Equity Shares

A Votes in favour of the Resolution 11 9,03,71,080 99.998

B Votes against the Resolution Nil Nil Nil

C Total valid votes (A+B) 11 9,03,71,080 99.998

D Invalid Votes 1 2,150 0.002

TOTAL (C+D) 12 9,03,73,230 100.000

S. Anantha Rama Subramanian, Practicing Company Secretary (CP No.:1925) was appointed as the Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner. His duty also included receiving and scrutinising the completed Postal Ballot Forms from the members. On submission of the report on the voting through postal ballot by scrutiniser, the above resolutions were declared by the Chairman of the Board on 26th July, 2013, as duly passed by the requisite majority of the members of the Company voting by Postal Ballot.

The company has adopted the Whistle Blower Policy / Vigil Mechanism as on 29th May, 2014. The Company takes cognizance of the complaints made and suggestions given by the employees and others. Complaints are looked into and whenever necessary, suitable corrective steps are taken. No employee of the Company has been denied access to the Audit Committee of the Board of Directors of the Company.

Full disclosure of related party transactions as per Accounting Standard – 18 issued by the Institute of Chartered Accountants of India are given under Note No.33 of Notes to the Financial Statements.

10. WHISTLE BLOWER POLICY:

11. DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS:

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12. DETAILS OF NON-COMPLIANCE

13. USAGE OF ELECTRONIC PAYMENT MODES FOR MAKING CASH PAYMENTS TO THE INVESTORS

14. MEANS OF COMMUNICATION:

15. GENERAL INFORMATION TO SHAREHOLDERS:

There has been no non-compliance of any legal requirements nor have there been any strictures imposed by any Stock Exchange or SEBI or any statutory authority on any matter related to Capital Markets during the last three years.

SEBI, through its Circular No. CIR/MRD/DP/10/2013, dated March 21, 2013, has mandated the Company to use Reserve Bank of India (RBI) approved electronic payment modes, such as ECS [LECS (Local ECS) / RECS (Regional ECS) / NECS (National ECS)], NEFT and others to pay members in cash.Recognising the spirit of the circular issued by the SEBI, Members whose shareholding is in the electronic mode are requested to promptly update change in bank details with the Depository through your Depository Participant for receiving dividends through electronic payment modes.Members who hold shares in physical form are requested to promptly update change in bank details with the Company/ Registrar and Transfer Agents, M/s. Bigshare Services Pvt. Ltd. (Unit: Ujaas Energy Limited) for receiving dividends through electronic payment modes.

The company regularly intimates un-audited as well as audited financial results to the Stock Exchange immediately after these are taken on record by the Board. These financial results are normally published in the Free Press (English) and in Chautha Sansar (Hindi), the vernacular newspaper.

a) AGM:lDate : September 26, 2014 lTime : 03.30. P.M. lVenue : Corporate Office: NRK Business Park,

Vijay Nagar Square, Indore. (M.P.)-452010 b) Financial Year : 2013-2014

th thc) Dates of Book Closure : From 18 September, 2014 to 26 September, 2014 (both days inclusive)

d) Dividend Payment Date : The Dividend, if declared by the Shareholders at the ensuing Annual General Meeting, will be paid on or before 20th October, 2014.

e) Board meeting for consideration : 29th May, 2014of Annual Accounts

f) No. of Shares holders as on 31.03.2014 : 2513g) Listing on Stock Exchanges : National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G, Bandra Kurla ComplexBandra (East), Mumbai 400 051,

BSE Limited P. J. Towers, Dalal Street, Mumbai 400 001

Your Company has paid the annual listing fee for the financial year 2013-14 to both the Stock Exchanges.h) Symbol : UJAASi) Scrip Code : 533644j) Demate ISIN No. for CDSL and NSDL : INE899L01022k) Stock Market Data :High and low price of the scrip of the company in the financial year 2013-2014

Month National Stock Exchange of India Limited Bombay Stock Exchange Limited

High (`) Low (`) Total Numbers High (`) Low (`) Total Numbers

of Shares of Shares

April, 2013 22.60 17.10 6775256 22.6 16.9 10333192

May, 2013 26.40 18.25 5756460 26.5 18.15 8542372

June, 2013 24.95 17.5 10924057 25 17.6 16729437

July, 2013 23.00 13.60 21349365 22.95 13.35 22555222

Aug, 2013 18.25 13.60 6295809 17.75 13.75 14933296

Sept., 2013 25.30 12.75 17310661 25.3 13.1 13973983

Oct., 2013 25.45 18.15 21993095 25.5 18.5 14943081

Nov., 2013 22.65 16.8 8724521 22.65 16.9 10278983

Dec., 2013 17.25 8.4 5848292 17.35 8.55 8258396

Jan., 2014 14.55 11.1 3520187 14.68 10.85 3985048

Feb., 2014 14.75 11.2 2458591 14.65 11.13 1602913

March, 2014 16.75 12.45 6391114 16.8 12.27 4018972

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l) Share Transfer System:

Shareholders/Investors’ Grievance Committee also approves share transfers and meets at frequent intervals. The Company’s Share Transfers Agent, Bigshare

Services Pvt. Ltd. process these transfers. Share transfers are registered and returned within a period of 15 days from the date of receipt, if the documents are

clear in all respects. In cases where shares are transferred after sending notice to the transferors, in compliance of applicable provisions, the period of transfer will

be reckoned from the date of expiry of the notice.

m) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity:

The Company has not issued any GDRs/ADRs/Warrants or any Convertible instruments in the past and hence as on March 31, 2014, the Company does not

have any outstanding GDRs/ADRs/Warrants or any convertible instruments.

n) Dematerialisation / Rematerialisation:st The shares of the company are traded in dematerialised form. As on 31 March, 2014, the Company's 19,87,02,780 shares are held by shareholders in

dematerialised form, aggregating 99.35% of the Equity Share Capital.stNo. of shares in physical, NSDL and CDSL as on 31 March, 2014:

(a) In physical Form : 12,97,220

(b) In CDSL : 9,42,46,955

(c) in NSDL : 10,44,55,825sto) Distribution of Share owning as on 31 March, 2014

Shareholding of No. of Shareholders % of Share Share Amount % to Total

Nominal Value of holders (`)

1 -5000 2172 86.4306 1602079 0.80105001 -10000 111 4.4170 881651 0.440810001-20000 45 1.7907 689053 0.344520001-30000 29 1.1540 738957 0.369530001-40000 15 0.5969 539986 0.270040001-50000 13 0.5173 600505 0.3003

50001-100000 42 1.6713 3210536 1.6053100001- Above 86 3.4222 191737233 95.8686

Total 2513 100.00 200000000 100.00

Sr. Category No. of Equity Shares held Percentage of Holding (%)

A Shareholding of Promoter and Promoter Group 1. Promoters

Individuals / HUF 14,13,87,960 70.69 Sub Total (A) 14,13,87,960 70.69

B Non Promoters Holding 2. Institutional Investors (a) Mutual Funds and UTI 0 0.00 (b) Bank, financial Institutions, companies

(Central/State Govt./Non- Govt. Institutions) 0 0.00 (c) Foreign Institutional Investors 3,65,000 0.18

Sub Total (B) (2) 3,65,000 0.18 3. Non-Institutional Investors (a) Private Corporate Bodies 2,80,92,163 14.05 (b) Individuals 2,48,64,767 12.43 (c) NRI/OCBs 48,468 0.02 (d) Trusts 0 0.00 (e) Clearing Members 52,41,542 2.62 (f) Directors 100 0.00

Sub Total (B) (3) 5,82,47,040 29.12 Grand Total 20,00,00,000 100.00

stp) Shareholding Pattern as on 31 March, 2014

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q) Details of the promoter’s shares under pledge : Nil r) Details of shares credited in the : There were no instance for returning the

suspense account undelivered shares therefore, no shares were credited in the escrow account as per Clause 5(a) of the Listing Agreement.

s) Address for Communication : Shareholders should address their correspondence to the Company's Share Transfer agent “Bigshare Services Pvt. Ltd. E-2 and 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka, Andheri (E), Mumbai-400 072

t) Name and Designation of : Ms. Monika Choukse (Company Secretary)

the Compliance Officer

u) Plant Location, Head Office & : Registered Office Address: Address forAddress for correspondence correspondence Survey No. 211/1,

Opp. Sector-C & Metalman,Sanwer Road Industrial Area, Indore-452015 (M.P.)

Corporate Office:701-A, NRK Business Park,Vijay Nagar Square, Indore-452010(M.P.)

Contact: 0731-4731500


S.S. Mundra

Place : Chairman & Managing Director

Date : 14.08.2014 DIN : 00113199

Indore

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) ON FINANCIAL STATEMENTS OF THE COMPANY:

(Pursuant to Clause No. 49(V) of the Listing Agreement)

We, S. S. Mundra, Chairman & Managing Director and Anurag Mundra, CFO, of Ujaas Energy Limited, certify that: st1. We have reviewed the financial statements and the cash flow statement for the year ended 31 March, 2014 and that to the best of our knowledge and belief:

a) These statements do not contain any materially untrue statement nor omit any material fact nor contain statements that might be misleading and b) These statements together present a true and fair view of the Company’s affairs and are in compliance with the existing accounting standards, applicable

laws and regulations. 2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or in violation of the

Company’s code of conduct; 3. We accept responsibility for establishing and maintaining internal controls, we have evaluated the effectiveness of the internal control systems of the Company

and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps that we have taken or propose to take to rectify the identified deficiencies; and

4. We have indicated to the auditors and the Audit Committee that: a) there were no significant changes in internal control over financial reporting during the year; b) there were no significant changes in the accounting policies during the year; and c) there were no instances of fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a

significant role in the company’s internal control system over financial reporting.

Anurag Mundra

Joint Managing Director (cfo)

DIN : 00113172Place: INDORE

Date: 14.08.2014

S.S. Mundra

Chairman & Managing Director

DIN : 00113199

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DECLARATION

This is to certify that in line with the requirement of Clause 49 of the Listing Agreement, all the Directors of the Board and Senior

Management Personnel have solemnly affirmed that to the best of their knowledge and belief, have complied with the provisions of the

Code of Conduct during the financial year 2013-14.


Place : Indore S.S. MundraDate : 14.08.2014 Chairman & Managing Director

DIN : 00113199

AUDITORS’ CERTIFICATE ON COMPLIANCE WITH MANDATORY REQUIREMENTS OF CORPORATE GOVERNANCE TO THE MEMBERS OF UJAAS

ENERGY LIMITED (Formerly known as M AND B SWITCHGEARS LIMITED)

TO,

THE MEMBERS


For ASHOK KHASGIWALA & CO.,

CHARTERED ACCOUNTANTS

Place: Indore AVINASH BAXI

Date: 14.08.2014 (PARTNER)

We have examined the compliance of conditions of Corporate Governance by UJAAS ENERGY LIMITED (Formerly known as M AND B SWITCHGEARS

LIMITED) (“the Company”), for the financial year ended March 31, 2014 as stipulated in Clause 49 of the Listing Agreement of the Company with Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

(Firm Reg. No. 0743C)

M.No : 79722

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To been kept by the Company so far as appears from our examination of those books;The Members of

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Ujaas Energy Limited,Flow Statement dealt with by this report are in agreement with the (Formerly M and B Switchgears Limited )books of account;

Report on the Financial Statementsd. In our opinion, the Balance Sheet, the Statement of Profit and Loss

We have audited the accompanying financial statements of Ujaas Energy and the Cash Flow Statement comply with the Accounting Standards stLimited (“The Company”) which comprises the Balance Sheet as at 31 March, referred to in Section 211 (3C) of the Companies Act, 1956 read with

2014, the Statement of Profit and Loss and the Cash flow statement for the year ththe General Circular 15/2013 dated 13 September 2013 of the then ended and a summary of significant accounting policies and other

Ministry of Corporate Affairs in respect of section 133 of the explanatory information.

Companies Act, 2013;

e. On the basis of written representations received from the directors, as stManagement is responsible for the preparation of these financial statements that on 31 March, 2014 and taken on record by the Board of Directors,

stgive a true and fair view of the financial position, financial performance and cash none of the directors is disqualified as on 31 March, 2014, from being flows of the Company in accordance with the Accounting Standards referred to in appointed as a director in terms of Clause (g) of sub-section (1) of sub-section (3C) of section 211 of the Companies Act, 1956 ('the Act') read with section 274 of the Companies Act, 1956; th the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedure selected depends on the auditor's judgment, including the assessment of the risks of Referred to in paragraph (1) under the heading of “Report on Other Legal and material misstatement of the financial statements, whether due to fraud or error. Regulatory Requirements” of our report of even date :-In making those risk assessments, the auditor considers internal control relevant i. In respect of its Fixed Assets :to the company's preparation and fair presentation of the financial statements in

a. The Company has maintained proper records showing full particulars, order to design audit procedures that are appropriate in the circumstances, but including quantitative details and situation of fixed assets.not for the purpose of expressing an opinion on the effectiveness of the entity's

b. The fixed assets have been physically verified by the management internal control. An audit also includes evaluating the appropriateness of during the year and there is a regular programme of verification which, accounting policies used and the reasonableness of the accounting estimates in our opinion, is reasonable having regard to the size of the Company made by management, as well as evaluating the overall presentation of the and the nature of its fixed assets. No material discrepancies were financial statements. noticed on such verification.We believe that the audit evidence we have obtained is sufficient and appropriate

c. During the year under review, the Company has not disposed off a to provide a basis for our audit opinion.substantial part of its fixed assets and we are of the opinion that the going concern status of the company is not affected.

In our opinion and to the best of our information and according to the ii. In respect of its Inventories:

explanations given to us, the accompanying financial statements give the a. The management has conducted physical verification of inventory at information required by the Act in the manner so required and give a true and fair

reasonable intervals during the year under review. In our opinion, the view in conformity with the accounting principles generally accepted in India:frequency of verification is reasonable.

(i) in the case of the Balance Sheet, of the state of affairs of the st b. In our opinion and according to the information and explanation given Company as at 31 March, 2014;

to us, the procedures of physical verification of inventories followed by (ii) in the case of the Statement of Profit and Loss, of the Profit of the

the management are reasonable and adequate in relation to the size Company for the year ended on that date. and

of the Company and the nature of its business.(iii) in the case of the Cash Flow Statement, of the cash flows of the Company

c. In our opinion and according to the information and explanation given for the year ended on that date.

to us, the Company has maintained proper records of inventory. As explained to us there were no discrepancies noticed on physical

1. As required by the Companies (Auditor's Report) Order 2003(as verification of inventory as compared to the book records.amended), issued by the Central Government of India in terms of sub- iii. a. The Company has not granted any loan secured or unsecured to section (4A) of Section 227 of the Act, we give in the Annexure a statement companies, firms or other parties covered in the register maintained on the matters specified in paragraph 4 and 5 of the Order. under section 301 of the Companies Act, 1956. Hence the provisions

2. As required by section 227 (3) of the Act, we report that: of clauses iii(b), iii(c) and iii(d) of the said Order are not applicable to a. We have obtained all the information and explanations, which to the company.

the best of our knowledge and belief were necessary for the b. The Company has not taken any loans secured or unsecured from purposes of our audit; companies, firms or other parties covered in the register maintained

b. In our opinion, proper books of account as required by law have under section 301 of the Companies Act, 1956. Hence the provisions

Management's Responsibility for the Financial Statements

For ASHOK KHASGIWALA & CO.

Chartered Accountants


Auditor's Responsibility

CA AVINASH BAXI

Place: Indore (Partner)

Date: May 29, 2014 M.No : 79722

Annexure to Independent Auditor's Report

Opinion

Report on Other Legal and Regulatory Requirements

Independent Auditors Report

27


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of clauses iii(f) and iii(g) of the said Order are not applicable to x. The Company does not have accumulated losses as at 31st March 2014 and it the company. has not incurred any cash losses during the financial year covered by our audit

and the immediately preceding financial year.iv.. In our opinion and according to the information and explanations given to us, there is an adequate internal control systems commensurate with the xi. In our opinion and according to the information and explanations given to us, size of the Company and the nature of its business with regard to the Company has not defaulted in repayment of dues to Financial Institutions purchases of inventory and fixed assets and also for the sale of goods and or Banks as at the Balance Sheet date. The Company has not issued any services. During the course of our audit, we have not observed any debenture. continuing failure to correct major weakness in internal control system in xii. The Company has not granted any loans and advances on the basis of security respect of these areas. by way of pledge of shares, debentures and other securities.

v. In respect of transactions covered under section 301 of the Companies xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit Act, 1956. fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies a. According to the information and explanations given to us, we are (Auditor's Report) Order, 2003 are not applicable to the Company.

of the opinion that the particulars of contract or arrangements that xiv. In our opinion, the Company is not dealing in or trading in shares, securities, need to be entered into the register maintained under section 301 debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies Act, 1956 have been so entered. of the Companies (Auditor Report) Order, 2003 are not applicable to the

b. In our opinion and according to the information and explanations Company.given to us, the transactions made in pursuance of such xv. According to the information and explanations given to us and the contracts or arrangements entered in the register maintained representations made by the management, the Company has not given under section 301 of the Companies Act, 1956 and exceeding the guarantee for loans taken by others from any Bank or financial institution. value of the rupees five lakhs in respect of each party during the xvi. According to the information and explanations given to us and on an overall year, have been made at prices which appear reasonable having examination of the balance sheet of the Company we report that the term loans regard to prevailing market prices at the relevant time. have been applied for the purpose it was raised.

vi. In our opinion and according to the information and explanations given to xvii. According to the information and explanations given to us and on an overall us, the Company has not accepted any deposits from the public to which examination of the balance sheet of the Company, we report that no funds the provisions of section 58A, 58AA or any other relevant provisions of the raised on short-term basis have been used for long-term investment. Companies Act, 1956 and the Companies (Acceptance of Deposits)

xviii The, Company has not made preferential allotment of shares to parties or Rules, 1975 apply.

Companies covered in the register maintained under section 301 of the Act vii. In our opinion, the Company has an internal audit system commensurate during the year.

with the size and nature of its business.xix. The Company has not issued any debentures.

viii. We have broadly reviewed the cost records maintained by the Company xx. The Company has not raised money by public issues during the year.

pursuant to the Companies (Cost Accounting Records) Rules 2011 xxi. During the course of our examination of the books of account and records of the prescribed by the Central Government under Section 209 (1)(d) of the

Company, carried out in accordance with the generally accepted auditing Companies Act, 1956 and are of the opinion that prima facie the practices in India and according to the information and explanations given to prescribed cost records have been maintained. We have, however, not us, we have neither come across any instance of material fraud on or by the made a detailed examination of the cost records with a view to determine Company, noticed or reported during the year, nor have we been informed of whether they are accurate or complete.such case by the management.

ix. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess and other material statutory dues

st applicable to it. There were no arrears, as at 31 March, 2014 for a period of more than six months from the date they became payable.

b) In our opinion and according the information and explanations given to us and the records of the Company examined by us, the particulars of statutory dues which have not been deposited with

st appropriate authorities on account of any disputes as at 31March, 2014 are as under :

For ASHOK KHASGIWALA & CO.

Chartered Accountants


CA AVINASH BAXI

Place: Indore (Partner)

Date: May 29, 2014 M.No : 79722

Name Nature Amount Period Forumof of the Involved to which where

Statue disputed (` In the disputedues Lacs) disputed is

relates pending

Income Income 109.80 2006-07 CITTax Tax (APPEAL)Act,1961

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stBalance Sheet as at 31 March 2014 (Figures In Lacs) `

AS PER OUR REPORT OF EVEN DATEFor ASHOK KHASGIWALA & CO.Chartered Accountants

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

CA Avinash Baxi(Partner)M. No : 79722


Anurag Mundra Joint Managing Director

Place : IndorethDate : May 29 , 2014

Monika ChoukseCompany Secretary

Particulars Notes 2013-14 2012-13

I. EQUITY AND LIABILITIES(1) Shareholders' Funds

(a) Share Capital 1 2,000.00 2,000.00(b) Reserves and Surplus 2 14,277.36 11,005.86

16,277.36 13,005.86

(2) Non-Current Liabilities (a) Long-term borrowings 3 11,118.79 2,108.80 (b) Deferred tax liabilities (Net) 4 3,792.23 896.36 (c) Long term provisions 5 13.61 8.82

14,924.63 3,013.98(3) Current Liabilities

(a) Short-term borrowings 6 913.05 148.55(b) Trade payables 7 14,282.95 8,051.39(c) Other current liabilities 8 1,451.05 917.19(d) Short-term provisions 9 1,810.56 692.81

18,457.61 9,809.94Total 49,659.60 25,829.78

II. ASSETS(1) Non-current assets

(a) Fixed assets(i) Tangible assets 10 19,039.79 4,002.67(ii) Intangible assets 10 31.09 2.22(iii) Capital work-in-progress - 1,213.81(iv) Intangible assets under development - 32.54

(b) Long term loans and advances 11 21.45 3,699.06(c) Other non-current assets 12 270.94 -

19,363.27 8,950.30

(2) Current assets(a) Current Investment 13 100.00 - (b) Inventories 14 3,426.23 2,553.23 (c) Trade receivables 15 17,701.82 8,699.70 (d) Cash and cash equivalents 16 6,535.13 3,760.62 (e) Short-term loans and advances 17 1,675.94 1,748.30 (f) Other current assets 18 857.21 117.63

30,296.33 16,879.48 Total 49,659.60 25,829.78

The accompanying Notes to Accounts are an integral part of the financial statements. 1 to 42Significant Accounting Policies 43

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st Statement of Profit and Loss for the year ended 31 March 2014 (Figures In Lacs) `

Particulars Note No. 2013-14 2012-13

I. INCOMEa. Revenue from operations 19 52,820.57 24,580.69

Less : Excise Duty (266.54) (323.56) 52,554.03 24,257.13

b. Other Income 20 763.47 544.76 Total Revenue 53,317.50 24,801.89

II. EXPENSESa. Cost of materials consumed 21 41,688.15 19,304.96b. Changes in inventories of finished goods 22 (4.67) (590.62)

work-in-progress and Stock-in-Tradec. Employee Benefits Expenses 23 734.32 373.62d. Finance costs 24 911.22 508.71e. Depreciation and Amortization Expenses 469.81 186.69f. Other Expenses 25 993.31 632.41

Total Expenses 44,792.14 20,415.77

III. Profit before exceptional and extraordinary 8,525.36 4,386.12items and tax

IV. Exceptional / Extraordinary Items - -

V. Profit before tax (III - IV) 8,525.36 4,386.12

VI. Tax expense: Current tax 1,890.00 880.00Deferred tax 2,895.87 805.48

VII. Profit for the Year 3,739.49 2,700.64

VIII. Earning per Equity share - FV 1

Basic and Diluted (in ) 1.87 1.35

The accompanying Notes to Accounts are an integral part of the financial statements. 1 to 42Significant Accounting Policies 43

30









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(Figures ` In Lacs)

2013-2014 2012-2013

CASH FLOW FROM OPERATING ACTIVITIESProfit before tax as restated 8,525.36 4,386.12 Adjustments for:

a) Depreciation 469.81 186.69 b) Interest Received (456.63) (526.65)c) Financial Costs 911.22 508.71

Operating Income before working capital changes 9,449.76 4,554.87 Adjustments for:

a) Trade & Other Receivables (9,695.16) (7,602.73)b) Inventories (872.99) (1,473.25)c) Trade Payables & Provisions 5,978.28 3,401.77

Cash Generated from Operations 4,859.89 (1,119.33)Adjustments for:

Direct Taxes (Net) (975.58) (409.15)Net Cash Flow from Operating Activities (A) 3,884.31 (1,528.48)

CASH FLOW FROM INVESTING ACTIVITIESa) Purchase of Fixed Assets & CWIP (10,611.51) (345.14)b) Sale of Fixed Assets - 12.94 c) Interest Received 456.63 526.65 d) Investment (100.00) - e) Fixed deposit pledged having maturity more than 3 months (2810.08) (888.04)

Net Cash used for Investing Activities (B) (13,064.96) (693.59)

CASH FLOW FROM FINANCING ACTIVITIESa) Proceeds from Borrowings 10,537.35 4,289.95 b) Repayment of Borrowings (1.59) (7.47)c) Dividend paid including tax thereon (233.99) (116.22)d) Finance Costs (911.22) (508.70)

Net Cash Flow from Financing Activities (C) 9,390.55 3,657.55

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 209.90 1,435.48 Cash & Cash Equivalents at Beginning of the Year 2,676.77 1,241.30 Cash & Cash Equivalents at End of the Year 2,886.67 2,676.77 Short term bank deposits 3,648.46 1,083.85 Cash & Cash Equivalents at End of the Year 6,535.13 3,760.62

- -

stCash Flow Statement For The Year Ended 31 March 2014

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Notes Forming Integral Part Of Financial Statementsst For The Year Ended March 31 2014

(Figures In Lacs) ` NOTE 1. SHARE CAPITAL

Particulars 2013-14 As 2012-13

Authorised

30,00,00,000 Equity Shares of 1 each 3000.00 3000.00

Issued, Subscribed and Fully Paid up

20,00,00,000 Equity Shares of 1 each Fully Paid up 2000.00 2000.00

2000.00 2000.00

1.1 The reconciliation of the number of shares and amount outstanding is set out below:


No of Shares Amount No of Shares Amount

Equity Shares at the beginning of the year 200000000 2000 200000000 2000

Add : Issue of Bonus shares 0 0 0 0

Add : Shares issued during the year 0 0 0 0

Equity Shares at the year end 200000000 2000 200000000 2000

1.2 The company has only one class of equity shares having a par value of 1 per share. Each shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders in ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation the equity shareholders will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts in proportion of their shareholding.

1.3 The details of Shareholders holding more than 5% shares:

Name of the Shareholders 2013-14 2012-13

No of shares held % Holding No of shares held % Holding

Shri Shyam Sundar Mundra 55515880 27.76 55515880.00 27.76

Shri Shyam Sunder Mundra 52893880 26.45 52893880.00 26.45

(in the capacity of Trustee of

SVA Family Trust)

1.4 Of the above 9440970 equity shares are allotted as fully paid up Bonus shares during the period of five years immediately preceding the date of Balance Sheet.

1.5 During the period of five years immediately preceding the date at which the balance sheet is made no shares were bought back or issued for consideration other than cash.

`

`

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(Figures In Lacs) `

NOTE 3 LONG TERM BORROWINGS

2013-14 2012-13

A. Securities Premium Reserves Balance at the beginning of the year 8463.24 8463.24 Add: Premium on shares issued during the year 0.00 0.00

8463.24 8463.24 Less: Utilised during the year for Shares Issue expenses written off 0.00 0.00

Balance as at the end of the year (A) 8463.24 8463.24

B. General Reserve Balance at the beginning of the year 135.50 0.00 Add : Transferred from Statement of Profit and Loss 280.50 135.50 Balance as at the end of the year (B) 416.00 135.50

C. Surplus in Statement of Profit and Loss Balance at the beginning of the year 2407.12 192.19 Add : Surplus for the year 3739.49 2700.64

6146.61 2892.83Less: Appropriations:Transferred to General Reserve 280.50 135.50Proposed Dividend on Equity Shares - -Final Dividend 400.00 200.00Interim Dividend - 100.00Tax on Dividend 67.99 50.21

748.49 485.71Balance as at the end of the year (C) 5398.12 2407.12Total Reserves and Surplus (A + B + C) 14277.36 11005.86

Term Loans from Banks (Secured) 12238.29 2467.03

Less : Current Maturity of Long Term Debts 1119.50 358.23 (Refer Note No. 8) Total 11118.79 2108.80

NOTE :

1 (a) (i) Term loan from SBI, sanctioned limit ` 500 lacs, outstanding as at the year end `142.37 lacs (Pre.Yr ` 236.59 lacs) is secured by first charge over entire fixed assets of the company by way of equitable mortgage of land, building and other immovable assets situated at Survey no 211/1 village sukhlia sector D Sanwer Road Industrial Area Indore and second charge over the entire current assets of the company and personally guaranteed by promoter directors of the company.

(ii) Further secured by first pari-passu charge by way of EM of property situated at 191/1191/2191/3191/4 Saket Nagar Indore owned by Smt. Geeta Mundra, Shri Anurag Mundra, Shri Vikalp Mundra and Shri S.S. Mundra and flat no. 504 Varsha Apartment, 10/1 South Tukoganj, Indore in the name of Shri Shyam Sunder Mundra and lien on STDR Face Value 25 lacs in the name of the company.

(iii) The Term loan is repayable in 28 quarterly installments comprising of 27 equal quarterly installments of ` 17.86 lacs each starting from quarter ending June 2009 and last installment of 17.78 lacs in March 2016. Rate of interest 13.75% p.a. as at the year end (Previous year 13.75% p.a.)

(b) (i) Term loan from BOB, sanctioned limit of 2250 lacs, Outstanding as at the year end 1853.93 lacs (Pre.Yr. ` 2043.85 lacs) for Solar Power Project is secured by exclusive first charge by way of EM of land and

NOTE 2 RESERVES AND SURPLUS

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Building Situated at survey No. 13/1/1 of Khata No.18/2(56) vii Gagorni Tehsil & District Rajgarh and plant and machinery and other movable fixed assets of the company's proposed solar power unit both present and future and secured by hypothecations of stores & spares book debts and all other current assets of the company pertains to solar power project unit II located at survey No. 13/1/1 of Khata No.18/2(56) vii Gagorni Tehsil & District Rajgarh.

(ii) Term loan is further secured by lien on Fixed Deposits with bank of 50 lacs and personally guaranteed by promoter directors.

(iii) The Term loan is repayable in 48 quarterly installments comprising of 47 equal quarterly installment of ` 46.87 lacs each starting from quarter ending June 2012 and last installment of ` 47.11 lacs date in the quarter ending March 2024.Rate of interest 13% p.a. as at the year end (Previous year 15.25%).

(c) (i) Term Loan from Union Bank of India, sanctioned limit of ` 5880.00 lacs outstanding as at the year end ` 5872.19 lacs (Pre.Yr. 25) is secured by EM of Land situated at survey No. 32,33,34,1223/5, Dabla Soundhya, Jaisinghpura, BarodTehsil, Madhya Pradesh and first charge by way of mortgage of all immovable properties and assets of proposed 7MW project at barod and hypothecation of all movable assets including plant & machinery, vehicle and all other movable assets of the Project, present and future and book debts and all other current assets of the company and lien on fixed deposit with bank of ` 0.50 crores and personally guaranteed by promoter directors.

(ii) The Term loan is repayable in 48 quarterly installments of 122.5 lacs each starting from April 2014 and last installment due in January 2026. Rate of interest 12.50% p.a. as at the year end (Previous year 12.50%)

(d) (i) Term Loan from Indian Overseas Bank with sanctioned limit of ` 4325.00 lacs, Outstanding as at the year end ` 4324.81 (Pre.Yr. 107.91) is secured by EM followed by registration of memorandum of free hold barren land and measuring 8 hectare to village Dabla, Barod Tehsil, Madhya Pradesh and exclusive charge by way of hypothecation of plant & machinery created for 5MW solar power plant and on Building / other fixed assets etc to be created thereon where project is proposed to be erected and lien on fixed deposit with bank of 1.00 crores and personally guaranteed by promoter directors.

(ii) The Term loan is repayable in 48 quarterly installment comprising of 47 equal quarterly installments of ` 90.10 lacs each starting from March 2014 and last instalment of ` 90.30 lacs due in the January 2018. Rate of interest 13.50% p.a. as at the year end (Previous year Nil.)

(e) (i) Term loan from Axis Bank, sanctioned limit 34.40 lacs, outstanding as at the year end 28.09 lacs ( Pre Yr. 33.67) is secured by exclusive charge on asset purchased against the loan.

(ii) The term loan is repayable in 60 equal monthly installment of ` 0.72 lacs each (including interest) starting from April 2013 and last installment due in February 2018. Rate of interest 10.00% p.a. as at the year end.

(f) (i) Term loan from Axis Bank, sanctioned limit 21.85 lacs, outstanding as at the year end 16.90 Lacs (Pre. Yr. 19.99 lacs) is secured by exclusive charge on assets purchased against the loan.

(ii) The term loan is repayable in 60 equal monthly installment of ` 0.46 lacs each (including interest) starting from January 2013 and last installment due in November 2017. Rate of interest 10.09% p.a. as at the year end.

2. Secured long term borrowings aggregating to 12270.83 lacs ( Previous year 2413.35 lacs ) [including interest accrued and due 77.53 lacs ( Previous year Nil )] are secured by personal guarantee of promoter director.

(Figures In Lacs)

2013-14 2012-13

Deferred tax liablityOn account of Depreciation difference on Fixed Assets 4495.20 899.96Gross deferred tax liability 4495.20 899.96Deferred Tax AssetsDisallowance under the Income Tax Act 1961 5.49 3.60Unabsorbed Derpeciation 697.48 -Gross deferred tax asset 702.98 3.60Deferred Income Tax Liability (Net)At the end of year 3792.23 896.36For the year 2895.87 805.49

NOTE 4 DEFERRED TAX LIABILITY (NET) `

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NOTE 5 LONG TERM PROVISIONS

NOTE 6 SHORT TERM BORROWINGS

NOTE 7 TRADE PAYABLES

(Figures In Lacs)

2013-14 2012-13

Provision for Employee Benefits 13.61 8.82(Refer Note No.28 for AS-15 disclosure)

Total 13.61 8.82

2013-14 2012-13

Loans Repayable on Demand

Secured

From Banks - Working Capital Loans 913.05 146.96

Unsecured

From Financial Institution - 1.59

Total 913.05 148.55

Note:

(a) Working capital loans from bank are secured by first pari-passu charge by way of hypothecation of stocks of raw materials, finished goods, stock in process at the company's premises / godown or such other places as may be approved by the bank from time to time including goods in transit and shipment outstanding monies book-debts receivables and other current assets of the company and second pari-passu charge by way of equitable mortgage of factory land building and fixed assets of the company and personally guaranteed by promoter director.

Further secured by first pari-passu charge by way of EM of property situated at 191/1191/2191/3191/4 Saket Nagar, Indore owned by Smt. Geeta Mundra, Shri Anurag Mundra, Shri Vikalp Mundra and Shri S.S. Mundra and flat no. 504 Varsha Apartment, 10/1 South Tukoganj, Indore in the name of Shri Shyam Sunder Mundra and lien on STDR Face Value 25 lacs in the name of the company.

(b) Secured short term borrowings aggregating to ` 913.05 lacs ( Previous year ` 146.96 lacs ) are secured by personal guarantee of promoter director.

2013-14 2012-13

Due to Micro Small and Medium Enterprises 535.41 296.74

Due to others 13747.54 7754.65

Total 14282.95 8051.39

The company has identified (based on information available) certain suppliers as those registered under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). The disclosure pursuant to the MSMED Act are as follows:


Principle amount due and remain unpaid 535.41 296.74

Interest due on above and unpaid interest - -

Interest payment made beyond appointed day during the year - -

Interest due and payable for the period of delay - -

Interest accrued and remaining unpaid - -

Amount of further interest due and payable in succeeding years - -

`

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NOTE 8 OTHER CURRENT LIABILITIES

NOTE 9 SHORT TERM PROVISIONS

NOTE 11 LONG TERM LOANS AND ADVANCES

NOTE 12 OTHER NON-CURRENT ASSETS

NOTE 13 CURRENT INVESTMENT

(Figures In Lacs)

2013-14 2012-13

Current Maturities of Long Term Debt (Refer Note No. 3 for details of security) 1119.50 358.23Interest accrued and due on borrowing 77.53 0.00Unclaimed dividends (Refer note below) 1.58 0.00Other Payables Statutory Remittances 51.13 34.01 Advances from Customers 38.77 418.81 Other Liabilities 162.54 106.14

Total 1451.05 917.19

Note :There are no amount due for payments to the Investor Education and Protection Fund u/s 205C of the Companies Act, 1956 as at the year end.

2013-14 2012-13

Provision for employee benefits 2.55 1.76(Refer Note No.28 for AS-15 disclosure)Proposed Dividend 400.00 200.00Tax on Dividend 67.98 33.99Provision for Taxation (Net of Advance tax 1515.11 lacs Prev. Year 539.52 lacs ) 1339.67 425.26Provision for excise duty on closing stock 0.36 31.80

Total 1810.56 692.81

Unsecured, considered goodCapital Advances 0.00 3677.95Security Deposits 21.45 21.11

Total 21.45 3699.06

(Unsecured considered good)i) Interest accrued on Fixed Deposit 25.47 0.00ii) Balance with banks in Deposit Account

Having maturity of more than 12 months ( Refer Note 16 B (b)) Earmarked for credit facility given by bank 245.47 0.00

Total 270.94 0.00

Investment in Mutual Fund - Unquoted

4966.794 Units (Pre. Year Nil) of SBI Premier Liquid Fund Regular Plan 100.00 0.00

Total 100.00 0.00

Note:

a. Aggregate amount of Unquoted Investment

b. Current Investments are valued at lower of cost or at market/ fair value

`

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-

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NOTE 14 INVENTORIES

NOTE 15 TRADE RECEIVABLES

NOTE 16 CASH AND BANK BALANCES

(Figures In Lacs)

2013-14 2012-13

(As valued and certified by management)

Raw Materials 2719.79 1134.81

Work in Progress 438.61 1146.88

Finished Goods 267.83 271.54

Total 3426.23 2553.23

(At lower of cost and net realisable value)

Detail of Inventories

Raw Material

Copper and Aluminium Wire/ Strip DPC 11.57 12.56

Tr. Laminations 35.21 37.76

Tr Oil 39.22 15.08

Others 1427.09 146.83

Solar modules 1150.79 834.00

SP Mounting Structure 55.91 88.58

Total 2719.79 1134.81

Work in Progress

Transformer(s) 371.47 465.50

Solar Power Plant(s) 67.14 681.38

Total 438.61 1146.88

Finished Goods

Transformer(s) 33.11 257.28

Solar Power Plant(s) 234.72 0.00

Others(s) 0.00 14.26

Total 267.83 271.54

2013-14 2012-13

(Unsecured, considered good)

Due for more than Six Months from the date they are due for payment 1623.00 398.52

Others 16078.82 8301.18

Total 17701.82 8699.70

2013-14 2012-13

A. Cash and Cash Equivalents

i. Balances with Banks

in Current Accounts 520.51 57.68

in Deposit Accounts with maturity less than 3 months

Earmarked for credit facility given by bank 2363.78 1030.82

Other 0.00 1559.00

ii. Cash on hand 2.38 29.27

Total 2886.67 2676.77

`

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(Figures In Lacs)

2013-14 2012-13

B. Other Bank BalancesIn Deposit Account

a. Having maturity 3 to 12 months Earmarked for credit facility given by bank 3646.88 1083.85

b. Having maturity more than 12 months 245.47 0.00Less : Shown under other non-current assets (Refer Note No. 12) (245.47) 0.00

In unclaimed dividend account 1.58 0.00Total 6535.13 3760.62

2013-14 2012-13

(Unsecured, considered good)Security Deposits 115.30 103.55Loans and Advances to Employees 23.69 5.35Prepaid Expenses 69.04 135.93Balance with Government Authorities 77.16 91.16Intercorporate Deposits 352.67 1276.48Others

Advance to Suppliers 1038.08 122.12Other Advances 0.00 13.71

Total 1675.94 1748.30

2013-14 2012-13

(Unsecured, considered good)Interest accrued on deposits 26.10 30.10REC certificate 804.17 87.53Other receivable 26.94 0.00

Total 857.21 117.63'

2013-14 2012-13

Sale of Products 50880.93 24278.83Sale of Services 1939.64 301.86Other Operating revenues 0.00 0.00

52820.57 24580.69Less:Excise Duty 266.54 323.56

Total 52554.03 24257.13

2013-14 2012-13

Interest Income 456.63 526.65Net gain on foreign currency translations and transactions 299.62 8.54Other non-operating income Misc Income 7.22 9.57

Total 763.47 544.76

`

NOTE 17 SHORT TERM LOANS AND ADVANCES

NOTE 18 OTHER CURRENT ASSETS

NOTE 19 REVENUE FROM OPERATIONS

NOTE 20 OTHER INCOME

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NOTE 21 COST OF MATERIALS CONSUMED

NOTE 22 CHANGES IN INVENTORIES OF FINISHED GOODS WORK-IN-PROGRESS AND STOCK-IN-TRADE

NOTE 23 EMPLOYEE BENEFITS EXPENSE

(Figures In Lacs)

2013-14 2012-13

Raw Material Consumed 41688.15 19304.96

Total 41688.15 19304.96

Imported and Indigenous Raw materials consumed:

Particulars 31st March 2014 % 31st March 2013 %

Imported 25921.52 62.18 3341.54 17.31

Indigenous 15766.63 37.82 15963.42 82.69

2013-14 2012-13

Details of Raw Material Consumed

Ins. Alluminium Wire and strips 700.24 1250.09

Lamination 263.01 522.88

Transformer Oil 230.96 328.96

Solar Modules 30846.01 11778.04

Solar Invertor 2269.06 2433.87

Solar Structure 2256.10 158.78

Other Items 5122.77 2832.34

Total 41688.15 19304.96

2013-14 2012-13

Closing stock



1510.62 1505.95

Less : Opening Stocks



1505.95 915.33

Changes in Inventories 4.67 590.62

(Refer Note 42)

Salaries and Wages 715.37 357.56

Contribution to Provident and other funds 8.83 8.72

Staff Welfare Expenses 10.12 7.34

Total 734.32 373.62

`

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NOTE 24 FINANCE COSTS

NOTE 25 OTHER EXPENSES

(Figures In Lacs)

2013-14 2012-13

Interest Expenses 911.22 440.56

Other Borrowing Cost 0.00 68.15

Total 911.22 508.71

2013-14 2012-13

Power & Fuel 28.05 41.61

Rent 49.43 3.90

Repairs to Buildings 1.25 0.19

Repairs to Machinery 1.31 16.50

Repairs others 13.75 0.61

Rates and Taxes excluding taxes on Income 85.13 33.57

Insurance 4.69 14.50

Travelling & Conveyance Expenses 98.91 63.19

Freight & cartage outward 23.36 35.28

Testing Charges 23.39 21.22

Legal and Professional 274.96 242.46

Bank Charges 202.96 22.10

Commission 0.00 20.00

(Increase) /decrease of Excise duty on inventory (31.44) 10.86

Miscellaneous Expenses 217.56 106.42

`

NOTE 26 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

27. DETAILS OF AMOUNTS UTILIZED OUT OF ISSUE OF SECURITIES MADE FOR SPECIFIC PURPOSE

(Figures In Lacs)

2013-14 2012-13

A. Contingent liabilities

(a) Claims against the Company not acknowledged as debt -- --

(b) Guarantees

i. Outstanding Bank Guarantee 590.80 396.34

ii. Corporate Guarantee on behalf of Others -- 100.00

(c) Income Tax Demand disputed (Net of Tax Deposited) 11.27 11.27

B. Commitments

(a) Estimated amount of contracts remaining to be executed -- 542.64

on capital account and not provided for (Net of advances)

The company has made initial public offer of equity shares during the F.Y. 2011-12 for 9300 lacs as on the date of Balance Sheet the entire amount of 9300 lacs is utilized as per the object stated in prospectus.

`

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28. DISCLOSURE AS PER AS-15 -EMPLOYEE BENEFITS

i. The liability in respect of gratuity is determined using actuarial valuation of gratuity using Projected Unit Credit Method as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) as at balance sheet date. Actuarial gain and losses are recognized in full in statement of Profit and Loss.

2013-14 2012-13

Gratuity Gratuity

I. Change in Benefit Obligation

Liability at the beginning of the year 10.58 9.01

Interest Cost 0.85 0.72

Current Service Cost 4.07 2.30

Past Service Cost 0 0

Benefit Paid 0 0

Actuarial (gain)/loss on obligations 0.66 (1.45)

Liability at the end of the year 16.16 10.58

II. Amount Recognised in the Balance Sheet

Liability at the end of the year 16.16 10.58

Fair Value of Plan Assets at the end of the year 0 0

Difference 16.16 10.58


Transition Liability 0 0

Amount Recognised in the Balance Sheet 16.16 10.58

III. Expenses Recognised in Profit and Loss Account

Current Service Cost 4.07 2.30

Interest Cost 0.85 0.72

Expected Return on Plan Assets 0 0


Acturial Gain or Loss 0.66 (1.45)

Expense Recognised in P& L 5.58 1.57

IV. Balance Sheet Reconciliation

Opening Net Liability 10.58 9.00

Expense as above 5.58 1.57

Employers Contribution 0 0

Amount Recognised in Balance Sheet 16.16 10.58

V. Assumptions :

Discount Rate Prev. 8% 8%

Salary Escalation Prev. 5% 5%

Discount Rate Current 8% 8%

Salary Escalation Current 5% 5%

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iii. Amounts recognized in current year and previous four years:

(Figures In Lacs)

Particulars 31st 31st 31st 31st 31st

March 2014 March 2013 March 2012 March 2011 March 2010

Defined Benefit Obligation 16.16 10.58 9.01 -- --

Fair Value of Plan Assets 0 0 0 -- --

Surplus/ (Deficit) in plan 16.16 10.58 9.01 -- --

Actuarial (gain)/loss on plan obligation -- -- -- -- --

Actuarial gain/ (loss) on plan assets -- -- -- -- --

`

29. DISCLOSURE RELATING TO CONSTRUCTION CONTRACT (REVISED ) AS PER REQUIREMENT OF ACCOUNTING STANDARD 7 ARE AS FOLLOWS :


a. Contract revenue recognized for the year 48063.36 20586.27

b. In respect of Contract in progress at the end of year

i. Cost incurred and recognized profits (less recognized losses) 67.14 681.38

ii. Advance received from customers 30.74 343.12

iii. Amount of retentions Nil Nil

The estimates of total costs and total revenue in respect of construction contracts entered in accordance with AS-7 (Revised) Construction Contracts are reviewed and up dated periodically to ascertain the percentage completion for revenue recognition. However, it is impracticable to quantify the impact of changes in estimates.

30. From the current year with effect from 01.04.2013, following implementation of SAP transaction system, inventories are valued at lower of cost arrived at on Moving Average Price (MAP) method or net realizable value. Hitherto cost was arrived at on First in First Out (FIFO) method. This has resulted into increase in value of inventory as at 31st March 2014 by 47.92 lacs and increase in profit before tax of 47.92 lacs.

Borrowing Cost capitalized during the year on funds attributable to construction/ set-up of Plant and Machinery at village Dabla, Tehsil Barod (M.P.) was ` 576.34 lacs (previous year Nil) and included under capital work in progress Nil (Previous year 1.25 lacs).

31. BORROWING COSTS

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NOTE 32. SEGMENT REPORTING AS PER AS -17

(Figures In Lacs)

Transformer Solar Power Manufacturing Unallocable Total

Plant & Sale of Solar

operation Power System

A. BUSINESS SEGMENT

Segment revenue 2,169.45 2,327.64 48,363.78 456.63 53,317.50 Previous Year 2,963.94 461.77 20,852.23 523.94 24,801.88 Segment result(PBIT) 165.29 1,792.30 7,562.30 (83.31) 9,436.58 Previous Year 95.83 304.91 4,179.50 314.57 4,894.81 Less : Interest - - - 911.22 911.22 Previous Year - - - 508.70 508.70 Profit before Exceptional/Extraordinary 165.29 1,792.30 7,562.30 (994.53) 8,525.36 item

Previous Year 95.83 304.91 4,179.50 (194.13) 4,386.11 Exceptional/Extraordinary item - - - - -

Previous Year - - - - - Profit (+) Loss(-) before tax 165.29 1,792.30 7,562.30 (994.53) 8,525.36 Previous Year 95.83 304.91 4,179.50 (194.13) 4,386.11 Less : Tax Expenses Current Tax - - - - 1,890.00 Previous Year - - - - 880.00 Deferred Tax - - - - 2,895.87 Previous Year - - - - 805.48 Profit after tax 3,739.48 Previous Year 2,700.63 Segment Assets 3,488.46 19,326.74 19,491.60 6,928.82 49,235.62 Previous Year 3,907.08 7,889.79 9,974.33 4,028.47 25,799.67 Segment Liabilities 471.82 3.14 13,962.06 1,924.12 16,361.14 Previous Year 533.96 0.21 3,591.60 659.24 4,785.01 Segment Depreciation 33.45 402.52 0.83 33.00 469.81 Previous Year 25.42 147.13 - 14.14 186.69

`

B. Secondary Segment GeographicalThe company's operating facilities are located in India.

Particulars 2013-14 2012-13Domestic Revenue 53,317.50 24,801.88Export Revenue - - 53,317.50 24,801.88

C. Unallocable segment assets exclude the following:Other current assetsAccrued Interest 51.57 30.10Balance with banks in Deposit Account 245.47 -Current Investment 100.00 -Other receivable 26.94 -

423.98 30.10D. Unallocable segment liabilities exclude the following:

Secured Loans 13,228.87 7,140.95Unsecured loans - 1.59Deferred Tax Liability 3,792.23 896.36

17,021.10 8,038.90

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33. DISCLOSURES UNDER AS 18 - RELATED PARTY DISCLOSURES

List of Related Parties as per AS-18

Name of the Directors Relationship

Mr. Shyam Sunder Mundra Chairman cum Managing Director

Mr. Vikalp Mundra Joint Managing Director

Mr. Anurag Mundra Joint Managing Director

Name of the Relative of Key Managerial Personnel Relationship

G J Mundra (HUF) Director is Karta

S G Mundra (HUF) Director is Karta

Vikalp S Mundra (HUF) Director is Karta

Anurag S Mundra (HUF) Director is Karta

Geeta Mundra Wife of Director

SVA Family Welfare Trust Director is Trustee

(Mr. Shyam Sunder Mundra act as trustee of this trust)

Shri Ramcharan Maharaj Trust Director is Trustee

(Mr.Vikalp Shyam Sunder Mundra is acting as trustee of the trust)

Pravagya Family Trust Director is Trustee

Pratush Family Trust Director is Trustee

Ayush Family Trust Director is Trustee

Agartala Electricals (LLP) Director is Partner

Vandana Mundra Wife of Director

Sarita Mundra Wife of Director

Name of the Company Relationship

Indore Transformer Private Limited Directors having Significant Influence

Ambika Conductors Private Limited Directors having Significant Influence

Details of the transactions with Related Parties


Job Work Income

Geeta Electricals Indore Pvt Ltd (up to 01.02.2013) 0.00 0.33

Remuneration paid

S.S. Mundra 72.00 36.00

Vikalp Mundra 72.00 36.00

Anurag Mundra 72.00 36.00

Outstanding Balance

Payables

Indore Transformers Pvt Ltd 0.00 0.09

Purchase

Ambika Conductors Private Limited 16.01 0.00

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34. LEASES- WHERE COMPANY IS LESSEEThe Company has taken office premises under operating lease agreements. These are renewable on periodic basis at the option of both lessor and lessee.The company has not recognized any contingent rent as expense in the statement of profit and loss.A) The total future lease rental payable as at the balance sheet date is as under :

Particulars 2013-2014 2012-2013

For a period not later than one year 38,31,723 41,80,062

For a period later than one year and not later than five years -- 38,31,723

For a period later than five years -- --

B) The aggregate amount of operating lease payments recognized in the statement of profit and loss is ` 41,80,062 /- (Previous Year 3,48,338/- ).


(a) Net Profit after tax 3739.48 2700.63

(b) Weighted Average Number of Equity Shares 200000000 200000000

(c) Nominal value per share 1 1

(d) Basic & Diluted Earning Per Share (`) 1.87 1.35


Equity Shares

a. No. of Non Resident Equity Shareholders 12 09

b. Number of Equity Shares held by them 287333 704673

c. (i) Amount of Dividend Paid (` in lacs) 0.26 3.52

(ii) Year to which dividend relates 2012-13 2012-13

2013-14 2012-13

Travelling Expenses 10.69 13.96

2013-14 2012-13

Raw Materials 25921.52 3341.54

Capital Goods 12695.02 -

2013-14 2012-13

For Audit Fees 2.81 2.25

For Tax Audit 0.56 0.56

For other services 1.04 0.50

41. The financial statements have been prepared in line with the requirements of Revised Schedule VI of Companies Act, 1956 as introduced by the Ministry of Corporate Affairs from the financial year ended on 31st March 2012. Accordingly, assets and liabilities are classified between current and non-current considering 12 month period as operating cycle.Previous year’s figures are regrouped or rearranged wherever considered necessary, to make them comparable with current year’s figure.

42. Opening and closing inventories of finished goods include 87.53 lacs and 804.17 lacs (Previous year Rs. Nil and 87.53 lacs) respectively REC certificate.

35. EARNINGS PER SHARE

36. DIVIDEND REMITTED IN FOREIGN CURRENCY TO NON RESIDENT SHAREHOLDERS

37. EARNINGS IN FOREIGN CURRENCY NIL NIL

38. EXPENDITURE IN FOREIGN CURRENCY

39. VALUE OF IMPORT CALCULATED ON C.I.F. BASIS

40. AUDITORS REMUNERATION

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43. SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES ADOPTED BY THE COMPANY ARE DISCLOSED AS UNDER :

General company information and statement of significant accounting policies

1. General Company Information

The Company is engaged primarily in manufacturing /servicing of transformer, Generation of solar power and manufacturing, sales and services of Solar Power Plants/Project. The Solar Park is situated at dist. Rajgarh (M.P.). The company is a Public Limited company and its shares are listed on Bombay Stock Exchange (BSE) and National Stock exchange (NSE).

2. Significant Accounting Policies

a. Basis Of Accounting

The financial statements are prepared as a going concern under the historical cost convention on an accrual basis of accounting in accordance with the Generally Accepted Accounting Principles (GAAP), Accounting Standards Issued by the Institute of Chartered Accountants of India, as applicable, and the relevant provisions of the Companies Act, 1956.

b. Use Of Estimates

The preparation and presentation of financial statements requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of financial statements and the reported amounts of revenue and expenses during the reported period. The difference between actual results and estimates are recognized in the period in which the results are known / materialize.

c. Valuation Of Inventories

Inventories are valued at lower of cost or market value except scrap valued at net realizable value. Cost of inventory is arrived at by using Moving Average Price Method. Cost of Raw Materials are determined on Moving Average Price basis. Cost of inventory of finished goods and work in progress is generally comprise of cost of purchase, cost of conversion and other cost incurred in bringing the inventory to their present location and condition.

d. Depreciation

Depreciation on fixed assets is being provided on straight line method as per the rates prescribed in schedule XIV of the companies Act, 1956.

Depreciation on assets added/disposed off during the year has been provided on pro-data basis with reference to the month of addition / disposal except in case of Solar Power plant it is provided with reference to date of addition/disposal.

Intangible assets software are amortized over a maximum period of five years or its useful life whichever is shorter. Premium on Lease hold land is amortized over the period of lease.

e. Revenue Recognition

The Company follows the mercantile system of accounting and recognizes income and expenditure on accrual basis.

Sales revenue is recognised on transfer of the significant risks and rewards of ownership of the goods to the buyer and stated net of sales tax, VAT, trade discounts and rebates but includes excise duty.

Revenue from construction of Solar Power system (construction contract) activity is recognized in accordance with accounting standard-7 (Revised), construction contracts, issued by the institute of Charted Accountants of India (the”ICAI”), contract revenue is recognized using fixed price contract basis, on percentage of completion method subject to such cost of work performed being 15% or more of total estimated cost. The percentage completion method is the proportion of cost of work performed till date to the total estimated contract cost.

Contract costs include costs that relate directly to the specific contract and costs that are attributable to contract activity and allocable to the contract costs that cannot be attributed to contract activity are expensed where incurred.

Interest income is recognized on time proportion basis.

Income from services is recognized as they are rendered (based on arrangement / agreement with the concern customers).

f. Fixed Assets

i. Fixed Assets

Fixed assets (Tangible and Intangible) are stated at cost of acquisition or construction or development , net of tax /duty credit availed if any, including any cost attributable for bringing the assets to its working condition for its intended use, less depreciation, amortization and impairments, if any.(except freehold land).

ii. Capital Expenditure

Assets under erection/installation are shown as "Capital work in progress", Expenditure during construction period are shown as "pre-operative expenses" to be capitalized on erection/installations of the assets.

g. Foreign Currency Transaction

I. All transactions in foreign currency are recorded at the rates of the exchange prevailing on the dates when the relevant transactions took place; any gain/ loss on account of the fluctuations in the rate of exchange is recognized in the statement of Profit and Loss.

II. Monetary items in the form of loans, current assets and current liabilities in foreign currencies at the close of the year are converted in the Indian currency at the appropriate rate of exchange prevailing on the dates of the Balance Sheet. Resultant gain or loss on account of fluctuation in the rate of exchange is recognized in the statement of Profit and Loss.

III. In respect of the Forward Exchange Contracts entered into to hedge foreign currency risks, the difference between the Forward Rate and Exchange Rate at the inception of the contract is recognized as income or expense over the life of the contract. Further, the exchange difference arising on such contracts are recognized as income or expense along with the exchange difference on the underlying assets/ liabilities.

h. Employee Benefits

(a) Post- employment benefit plans

(i) Defined Contribution Plan - Contributions to provident fund and Family Pension Fund are accrued in accordance with applicable statute and deposited with

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appropriate authorities.

(ii) Defined Benefit Plan -The liability in respect of gratuity is determined using actuarial valuation of gratuity using Projected Unit Credit Method as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) as at balance sheet date. Actuarial gain and losses are recognized in full in statement of Profit and Loss.

(b) Short term employment benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered by employees is recognized during the period when the employees renders the services. These benefits include compensated absence also. The Company makes the provision for leave encashment at the year end as per the Factories Act 1948 , which is being paid in subsequent year.

i. Borrowing Cost

Borrowing costs attributable to acquisitions and construction of qualifying assets are capitalized as a part of the cost of such asset up to the date when such asset is ready for its intended use. Other borrowing costs are charged to Statement of Profit and Loss.

j. Segment Accounting Policies

1. The company has disclosed business segment as the primary segment. Segment have been identified taking into account the type of products, the differing risk return and the internal reporting system. The various segment identified by the company comprised as under :-

Name of Segment Comprised of

Transformer - Manufacturing and servicing of transformer

Solar Power Plant Operation - Generation and distribution of Power Units,

operation & maintenance of solar power plant

Manufacturing & sale of solar power system - Manufacturing, sales, Services of Solar power systems

2. Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segment are shown as unallocated corporate cost. Assets and liabilities that can not be allocated between the segments are shown as un allocable corporate assets and liabilities respectively.

3. The Company has identified geographical segments as the secondary segment. Secondary segments comprise of domestic and export markets. However, company has no export sales.

k. Lease Accounting

As a Lessee

Leases, where risk and reward of ownership, are significantly retained by the lessor are classified as operating leases and lease rentals thereon are charged to the statement of profit and loss over the period of lease.

l. Taxes On Income

Current tax is the amount of tax payable on taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

Deferred Tax is recognized on timing difference between taxable income and accounting income that originate in one period and are capable of reversal on one or more subsequent period.

Deferred Tax assets are recognized and carried forward to the extent that there is a virtual / reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

m. Impairment Of Assets

An asset is impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the profit and loss account in the year in which an asset is identified as impaired. An impairment loss recognized in prior period is reversed if there has been an indication that impairment loss recognized for an asset no longer exists or may have decreased.

n. Provision, Contingent Liabilities And Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the financial statements. Contingent assets are neither recognized nor disclosed in the financial statements.

o. Cash Flow Statement

Cash flows are reported using indirect method, whereby profit/ (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flow from operating, investing and financing activities of the company is segregated based on the available information.

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UJAAS ENERGY LIMITED(Formerly known as M and B Switchgears Limited)

CIN: L31200MP1999PLC013571Regd. Office: Survey No. 211/1, Opp. Sector C & Metalman, Sanwer Road Industrial Area, Indore-452015.

ATTENDANCE SLIP

Full Name of the Member (in BLOCK LETTERS).............................................................................................................................

Regd. Folio No. ............................................................................ DP ID No .....................................................................................

Client ID No ...................................................................................No. of Share(s) held.....................................................................

Full Name of the Proxy (in BLOCK LETTERS).................................................................................................................................

Member's/Proxy's Signature.................................................................................................................................................................

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copy of the Annual Report to the meeting.

CUT HERE

FORM NO.MGT-11

PROXY FORM


CIN: L31200MP1999PLC013571Regd. Office: Survey No. 211/1, Opp. Sector C & Metalman, Sanwer Road Industrial Area, Indore-452015

[Pursuant to the provisions of Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

(Formerly known as M and B Switchgears Limited)

Name of the Member(s) E-mail Id:

Folio No./*Client ID

Registered Address *DP ID

I/We, being the holder/s of ____________________ equity shares of Ujaas Energy Limited, hereby appoint:

1) _________________________________ of ____ ______ having e-mail id ___________________ or failing him

2) _________________________________ of ____________________ having e-mail id ___________________ or failing him

3) _________________________________ of ____________________ having e-mail id ______________________________

__________

thand whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 15 Annual General Meeting of the Company, to be held on Friday, September 26, 2014 at 03.30 p.m. at the Corporate Office of the Company situated at NRK Business Park, Vijay Nagar Square, Indore. (M.P.) and at any adjournment thereof in respect of such resolutions as are indicated below:


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CUT HERE

**I wish my above Proxy to vote in the manner as indicated in the box below:

Particulars

1. Consider and adopt the Audited Financial Statements, Reports of the Board of Directors stand Auditors for the year ended 31 March, 2014

2. Declaration of Dividend on the Equity Shares of the Company

3. Appointment of Mr. Anurag Mundra (DIN: 00113172) as a Director, liable to retire by rotation

4. Re-appointment of M/s.Ashok Khasgiwala & Co., Chartered Accountants, Indore, (Firm Registration No. 0743C) as the Statutory Auditors of the Company for a period of two (2) consecutive years.

5. Appointment of Mrs. Aarti Jhaveri (DIN: 00851063) as an Independent Director

6. Appointment of Mr. Santosh Muchhal (DIN: 00645172) as an Independent Director

7. Appointment of Mr. Rajiva Srivastava (DIN: 02465001) as an Independent Director

8. Ratification and confirmation of the remuneration to be paid to M/s.Vijay P. Joshi & stAssociates, Cost Accountants for the financial year ending on 31 March, 2015

For Against

*Applicable for investors holding shares in electronic form.** This is optional

Signed this __ day of ___________, 2014_________

Signature of the Proxy holder(s): Signature of Shareholder

AffixOne RupeeRevenueStamp

Note: This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting


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BOOK - POST

If undelivered, please return to:

UJAAS ENERGY LTD.

Corporate Office:701-A, NRK Business ParkVijay Nagar, Square,Indore- 452010. (M. P.).Tel.: 0731-4715300; Fax: 0731-4715344Website: www.ujaas.comCIN: L31200MP1999PLC013571E-mail: [email protected]

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