CONTENTS. Notice Board's Report Annexure's to Boards Report Management Discussion and Analysis Report on Corporate Governance

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2 CONTENTS Notice Board's Report Annexure's to Boards Report Management Discussion and Analysis Report on Corporate Governance Standalone Financial Statements Balance Sheet Statement of Profit & Loss Cash flow Statement Notes forming part of financial atement Consolidated Financial Statement Balance Sheet Statement of Profit & Loss 100 Cash flow Statement Notes forming part of financial atement Attendance Slip Proxy Form Route Map

3 CORPORATE INFORMATION COMPANY SECRETARY & COMPLIANCE OFFICER Ms. Monika Choukse AUDITORS M/s. Ashok Khasgiwala & Co., Chartered Accountants Indore. LISTED ON The National Stock Exchange of India Limited BSE Limited REGISTERED OFFICE CORPORATE OFFICE Survey No. 211/1, 701-A, NRK Business Park, Opp. Sector - C & Metalman, Block B-1, PU-4, Sc. No. 74, Sanwer Road Indurial Area, Vijay Nagar Square, Indore (M. P.). Indore (M.P.) Tel.: ; Fax: Website: CIN: L31200MP1999PLC info@ujaas.com SEGMENT: MANUFACTURING FACILITIES Unit I Unit II 2-D-2, Sector 'D' Survey No. 211/1 Sanwer Road Indurial Area Opp. Sector - C & Metalman, Indore (M. P.) Sanwer Road Indurial Area Indore (M. P.) SOLAR POWER PARKS: 1. RAJGARH PARK 2. BAROD PARK Village Gagorni, Dirict Rajgarh (Biora) Village DhablaSondhiya, Tehsil Barod Near Bhopal (M.P.) Dirict Aagar (M.P.) 3. ROJHANI PARK 4. SUSNER PARK Village Rojhani, Tehsil Barod. Village Jamuniya, Tehsil Susner Dirict Aagar (M.P.) Dirict Aagar (M.P.) 5. ICCHAWAR PARK 6. BERCHA PARK Village Icchawar, Village Ranbhavar, Di. Sihore (M.P.). Dirict Shajapur.(M.P.) BANKERS State Bank of India Axis Bank Limited Bank of Baroda Union Bank of India Indian Overseas Bank REGISTRAR AND SHARE TRANSFER AGENT Bigshare Services Pvt. Ltd. E-2 and 3, Ansa Indurial Eate, Saki-Vihar Road, Sakinaka, Andheri(E), Mumbai Maharashtra, India. Tel.: ANNUAL REPORT

4 BOARD OF DIRECTORS SHRI SHYAM SUNDER MUNDRA Chairman & Managing Director SHRI VIKALP MUNDRA Jt. Managing Director SHRI ANURAG MUNDRA Jt. Managing Director & CFO 2 16 ANNUAL REPORT

5 SMT. AARTI JHAVERI Independent Director SHRI SANTOSH MUCHHAL Independent Director SHRI RAJIVA KUMAR SRIVASTAVA Independent Director SHRI MANISH AGRAWAL Independent Director 16 ANNUAL REPORT

6 Chairman's Speech Dear Shareholders, It is my honor and privilege to share wi you, at your Company has been awarded by Forbes Asia 'Be Under a Billion Award' in Bangkok, Thailand in December During e Financial Year , e turnover of e Company has ended up wi Rs Crore wi a net profit of Rs Crore. There are many external reasons for lower turnover compared to e previous year like: a) Fear of Anti Dumping Duty on Solar Modules (This fear did not materialize finally); b) Political Uncertainty due to general election; rd c) Delayed order on 3 amendment on Solar REC by CERC (Order came on 31 Dec. 2014); and d) Poor enforcement of Renewable Purchase Obligation.(RPO).

7 Solar is a long term business and cannot be viewed by traditional approach of Quarterly results. We underand at your Company would be able to create value for its all ake holders in medium to long term. Despite a not so good year at went by we are looking forward to e coming year wi renewed optimism and hope due to e following reasons: i) New Govt. at centre which has prioritized Solar energy generation wi an ambitious and aggressive target of 100 GW of Solar till 2022; ii) A very favorable order by APTEL in April 2015 inructed all State Electricity Regulatory Commission to rictly comply toward Renew able energy Purchase Obligations (RPO's); and iii) An order by Hon'ble Supreme Court in May 2015 ates at under Article 21 it is a fundamental right of every citizen for a clean environment, which in turn will enhance usage of natural resources like Solar energy, wiout creation of pollution to e environment. We expect at in a couple of mons e effect of ese favorable developments would be visible. You would be glad to know at as a leader in e segment your Company has taken e onus to move to various State Regulators for enforcement of RPO obligations. The Company has taed it's fir success for ese efforts from State of Odisha where a very favorable order for purchase of Renewable energy certificates (REC) has been obtained. In addition, we have initiated proceedings in 17 oer ates/regulatory auorities for e enforcement of RPO Obligation of relevant entities. Our optimism also ems from e fact at anks to e ambitious solar energy targets of e new government ere are many govt, semi govt & PSU entities which are coming up for inallation of Solar plants. Your Company already a lowe bidder in few such tenders & we hope in e coming year our journey will again be on grow trajectory. To date your Company already own's & manages 120 MW solar power plants in its 6 parks and commissioned more an 2500 KW on rooftop till March 2015, for various clients. Some of ese clients are big PSUs like NTPC, NALCO, NFL while oers are large private sector marquee names like RPG Spencers, AVON cycles etc Your Company underands e value of conserving precious natural resources and to a greener and healier environment in all e activities right from commissioning e solar power plant to maintaining it. Your Company is e only Company to use Automated Cleaning Machines to clean solar panels. This reduces water consumption by 75% compared to e conventional meod. As a responsible corporate citizen, your Company believes at significant change could be brought to e society by Education, Heal & Technology. We have conducted free Medical camp in Rojhani for villagers and udents under campaign EK KADAM SWASTHA BHARAT KI AUR and conructed washroom for girls of Balika Chatrawas, Rojhani inspired by our PM's vision of Swatch Bharat Mission. This is apart from various oer contributions to oer charitable organization, like providing a 5 KW Solar Power Plant for Barli Initute of Rural Women & oer charitable organizations. Your Company continues to be driven by sound eical practices & rong set of values and is committed to deliver excellence to its akeholders. Our invements in our people, capabilities, technology and infraructure continue to ensure at your Company remains relevant to its cuomers and close to eir business. I look forward towards your support and encouragement to help your Company scale newer heights in e coming years. Laly, I would also like to ank all e board Members, my colleagues, e akeholders including e shareholders, lenders and employees for eir professionalism and focus at have made ese achievements possible. Wi Warm Regards, Shyam Sunder Mundra Chairman & Managing Director 5 16 ANNUAL REPORT

8 NOTICE Notice is hereby given at e Sixteen (16 ) Annual General Meeting of e Members of UJAAS ENERGY LIMITED rd (formerly known as M AND B SWITCHGEARS LIMITED) will be held on Wednesday, 23 day of September, 2015 at p.m. at e Corporate Office of e Company situated at NRK Business Park, Vijay Nagar Square, Indore. (M.P.), to transact e following business: ORDINARY BUSINESS: 1. To receive, consider and adopt a) The audited Financial Statements of e Company including e Balance Sheet as at 31 March, 2015, e Statement of Profit and Loss and e Cash Flow Statement for e Financial Year ended on at date togeer wi e notes to e Financial Statements and e Reports of e Board of Directors and e Auditors ereon. b) The audited consolidated Financial Statements of e company for e Financial Year ended 31 March, 2015, togeer wi e Reports of e Auditors ereon. 2. To declare Dividend on e Equity Shares of e Company for e financial year To appoint directors in place Mr. Vikalp Mundra (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment and in is regard to consider and if ought fit to pass e following resolution, as an Ordinary Resolution: RESOLVED THAT Mr. Vikalp Mundra (DIN: ), who retires by rotation and being eligible, offers himself for reappointment be and is hereby re-appointed as a Director, liable to retire by rotation." RESOLVED FURTHER THAT e above-mentioned re-appointment of Mr. Vikalp Mundra (DIN: ) as a Director liable to retirement by rotation shall not in any way conitute a break in his exiing office as e Joint Managing Director of e Company." 4. To ratify e re-appointment of Statutory Auditors for financial year and fixing eir remuneration and in is regard to consider and if ought fit to pass e following resolution, as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Section 139 and oer applicable provisions, if any, of e Companies Act, 2013 (including any atutory modification or re-enactment ereof for e time being in force) and e Companies (Audit and Auditors Rules), 2014 made ereunder, as amended from time to time and pursuant to e recommendations of e Audit Committee of e Board of Directors, and pursuant to e resolution passed by e Members at e Annual General Meeting held on 26 September, 2014, approving e appointment of M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (Firm Reg. No.0743C) as e Statutory Auditors of e Company for a period of 2 Financial Years i.e., Financial Year to , e said appointment of holding of office by M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore, as e Statutory Auditors of e Company be and is hereby ratified and ey shall hold office upto e conclusion of e Annual General Meeting to be held for e Financial Year and at e Board of Directors be and is hereby auorized to fix e remuneration payable to em for e financial year ending March 31, 2016, on e recommendation of e audit committee in consultation wi e Statutory Auditors of e Company." RESOLVED FURTHER THAT for e purpose of giving effect to is resolution, e Board of Directors of e Company (which term shall include any committee ereof, for e time being exercising powers conferred on e Board by is resolution) be and is hereby auorized to do all such acts, deeds, matters and ings, as it may, in its absolute discretion deem necessary, proper or desirable and to settle any queions, difficulties or doubts at may arise in is regard. SPECIAL BUSINESS: 5. To appoint Mr. Manish Agrawal (DIN: ) as an Independent Director of e Company and in is regard to consider and pass e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 149, 152 and oer applicable provisions, if any, of e Companies Act, 2013 and e rules made ereunder (including any atutory modification(s) or re-enactment ereof for e time being in force) read wi Schedule IV to e Companies Act, 2013 and pursuant to Clause 49 of e Liing Agreement, Mr. Manish Agrawal (DIN: ) who was appointed as an Additional Director by e Board of Directors of e Company wi effect from 14 November, 2014 and who holds office upto e date of is Annual General Meeting and in respect of whom e Company has received a notice in writing from a member under section 160 of e Companies Act, 2013, proposing e candidature of Mr. Manish Agrawal for e office of director, be and is hereby appointed as an Independent Director of e Company for 2 (Two) consecutive years, wi effect from 14 November, 2014 upto 13 November, 2016 wi e period of office not liable to determination by retirement by rotation. 6. To ratify and confirm e remuneration to be paid to M/s. Vijay P. Joshi & Associates, Co Accountants (Firm Regiration No.00267) for e financial Year and to consider and, if ought fit, to pass e following resolution as an Ordinary Resolution: 6 16 ANNUAL REPORT

9 RESOLVED THAT pursuant to Section 148 and oer applicable provisions, if any, of e Companies Act, 2013 and e Companies (Audit and Auditors) Rules, 2014 and Companies (Co Records and Audit) Rules, 2014 including any atutory modification(s) or re-enactment ereof for e time being in force), e Company hereby ratifies e remuneration of Rs.50,000/- plus service tax and out-of-pocket expenses as approved by e Board of Directors of e Company to be paid to M/s. Vijay P. Joshi & Associates, Co Accountants(Firm Regiration No.00267), who are appointed as Co Auditors to conduct e audit of co records maintained by e Company for e Financial Year To Consider and if ought fit, to pass e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Sections 196, 197, 198 and 203 read wi Schedule V and oer applicable provisions, if any, of e Companies Act, 2013, read wi Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any atutory modifications or re-enactments ereof for e time being in force) e consent of e Members of e Company be and is hereby accorded to e re-appointment of Mr. Shyam Sunder Mundra (DIN ) as Executive Chairman and e Managing Director of e Company, for a period of Five (5) years wi effect from 24 September, 2015 upon such terms and conditions and at e remuneration as mentioned in e explanatory atement forming part of is notice wi liberty to e Board of Directors to vary, amend or revise e remuneration wiin e maximum ceiling and e terms and conditions of e appointment in accordance wi e provisions of e Act, and as may be agreed to between e Board of Directors and Mr. Shyam Sunder Mundra." RESOLVED FURTHER THAT for e purpose of giving effect to is resolution, e Board of Directors of e Company (which term shall include any committee ereof, for e time being exercising powers conferred on e Board by is resolution) be and is hereby auorized to do all such acts, deeds, matters and ings, as it may, in its absolute discretion deem necessary, proper or desirable and to settle any queions, difficulties or doubts at may arise in is regard." 8. To Consider and if ought fit, to pass e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Sections 196, 197, 198 and 203 read wi Schedule V and oer applicable provisions, if any, of e Companies Act, 2013, read wi Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any atutory modifications or re-enactments ereof for e time being in force) e consent of e Members of e Company be and is hereby accorded to e re-appointment of Mr. Vikalp Mundra (DIN ) as e Joint Managing Director of e Company, for a period of Five (5) years wi effect from 24 September, 2015 upon such terms and conditions and at e remuneration as mentioned in e explanatory atement forming part of is notice wi liberty to e Board of Directors to vary, amend or revise e remuneration wiin e maximum ceiling and e terms and conditions of e appointment in accordance wi e provisions of e Act, and as may be agreed to between e Board of Directors and Mr. Vikalp Mundra. RESOLVED FURTHER THAT for e purpose of giving effect to is resolution, e Board of Directors of e Company (which term shall include any committee ereof, for e time being exercising powers conferred on e Board by is resolution) be and is hereby auorized to do all such acts, deeds, matters and ings, as it may, in its absolute discretion deem necessary, proper or desirable and to settle any queions, difficulties or doubts at may arise in is regard. 9. To Consider and if ought fit, to pass e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Sections 196, 197, 198 and 203 read wi Schedule V and oer applicable provisions, if any, of e Companies Act, 2013, read wi Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any atutory modifications or re-enactments ereof for e time being in force) e consent of e Members of e Company be and is hereby accorded to e re-appointment of Mr. Anurag Mundra (DIN: ) as e Joint Managing Director of e Company, for a period of Five (5) years wi effect from 24 September, 2015 upon such terms and conditions and at e remuneration as mentioned in e explanatory atement forming part of is notice wi liberty to e Board of Directors to vary, amend or revise e remuneration wiin e maximum ceiling and e terms and conditions of e appointment in accordance wi e provisions of e Act, and as may be agreed to between e Board of Directors and Mr. Anurag Mundra" FURTHER RESOLVED THAT for e purpose of giving effect to is resolution, e Board of Directors of e Company (which term shall include any committee ereof, for e time being exercising powers conferred on e Board by is resolution) be and is hereby auorized to do all such acts, deeds, matters and ings, as it may, in its absolute discretion deem necessary, proper or desirable and to settle any queions, difficulties or doubts at may arise in is regard." 10. To consider and if ought fit, to pass e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Section 42, 62 and oer applicable provisions, if any, of e Companies Act, 2013 read wi e Companies (Share Capital and Debentures) Rules, 2014 and all oer applicable Rules made ere under (including any amendments ereto or re-enactment ereof) and pursuant to e provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, (SEBI ICDR Regulations), as amended from time to time and subject to all e oer rules, regulations, guidelines, notifications and circulars prescribed by e Securities and Exchange Board of India ( SEBI ),e applicable provisions of e Foreign Exchange Management Act, 1999 as amended ( FEMA ), and regulations made ereunder including e Foreign Exchange Management (Transfer or issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time, and e Issue of Foreign Currency Convertible Bonds and Ordinary Shares (rough Depository Receipt Mechanism) Scheme, 1993, and e enabling provisions of e Memorandum and Articles of Association of e Company and e liing 7 16 ANNUAL REPORT

10 agreements entered into by e Company wi each of e ock exchanges where e equity shares of e Company are lied, and in accordance wi e applicable regulations and/ or guidelines issued by any oer competent auorities and/ or clarifications issued ereon, from time to time and subject to all such approvals, consents, permissions and/or sanctions as may be necessary from e Government of India ( GOI ), of e Securities and Exchange Board of India, e ock exchanges, e Foreign Invement Promotion Board, e Reserve Bank of India, e Miniry of Finance, e Miniry of Indury, e Miniry of Commerce and such oer miniries / departments of e Government of India, and all such oer auorities or initutions as may be required, and subject to such conditions as may be prescribed by any of em while granting any such approval, consent, permission, and/or sanction, as may be agreed to by e Board of Directors of e Company (e Board, which term shall be deemed to include e Management Committee of e Board conituted or any oer committee which may be conituted to exercise its powers including e powers conferred hereunder), e consent, auority and approval of e Members of e Company be and is hereby accorded to e Board to offer, create, issue and allot (including any provisions for allotment on firm/competitive basis as may be permitted) from time to time, in one or more tranches, in e course of domeic/international offerings, wi or wiout an over-allotment option, wheer rupee denominated or denominated in foreign currency, such number of equity shares, non-convertible debentures, convertible debentures subject to SEBI guidelines, Foreign Currency Convertible Bonds (FCCBs), Global Depository Receipts (GDRs) or American Depository Receipts (ADRs), convertible warrants or any oer inrument convertible into any class of equity shares or any combination ereof rough Furer Public Offer, Rights Issue, Preferential Offer, Private Placement or rough Commercial paper subject to guidelines issued by Reserve Bank of India for such an issue, as may be deemed fit by e Board in one or more tranches, to all eligible inveors including but not limited to members, promoters, directors or eir relatives/associates, Indian public, Bodies Corporate, employees, Qualified Initutional Buyers, Mutual Funds, Venture Capital Funds, Banks and oer initutional inveors, Non- Resident Indians, Overseas Corporate Bodies, Foreign Initutional Inveors, Foreign Venture Capital Inveors, Foreign Nationals, etc up to an aggregate amount of Rs.500 crores (or equivalent ereof in one or more foreign currency), inclusive of premium of such issue and allotment of securities may be made in one or more tranches, in such manner and on such terms and conditions as may be determined by e Board at e time of e issue and allotment of such securities and such Securities may be issued at a discount of upto 5% (or more as may be prescribed under SEBI Regulations), on e price determined in accordance wi e pricing formula. RESOLVED FURTHER THAT e Board be and is hereby auorized to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion or exchange of e Securities as may be necessary in accordance wi e terms of e offering, all such shares ranking pari passu wi e exiing equity shares of e Company in all respects including dividend and e equity shares / Securities to be so offered, issued and allotted shall be subject to e provisions of e Memorandum and Articles of Association of e Company. RESOLVED FURTHER THAT e relevant date for determining e pricing of e equity shares (or of e underlying equity shares) proposed to be issued, in accordance wi e provisions of e SEBI Regulations shall be, in case of issuance of equity shares of e Company, e date of e meeting in which e Board of e Company or e Committee of Directors duly auorised by e Board of e Company decides to open e proposed issue and in case of issuance of convertible securities which are convertible/ exchangeable into equity shares of e Company at a later date eier e date of e meeting in which e Board decides to open e issue of such convertible securities or e date on which e holders of such convertible securities become entitled to apply for equity shares of e Company. RESOLVED FURTHER THAT e allotment of Securities or a combination of Securities shall be completed wiin a period of twelve mons from e date of passing of is resolution or such oer time as may be allowed under SEBI Regulations and furer e Securities shall not be eligible to be sold for a period of twelve mons from e date of allotment except on a recognized ock exchange or as prescribed under SEBI Regulations. RESOLVED FURTHER THAT e number and/or conversion price in relation to equity shares at may be issued and allotted on conversion, if any, of e Securities at may be issued rough e 'Qualified Initutions Placement' in accordance wi e SEBI Regulations and also rough Foreign Currency Convertible Bonds (FCCBs), Global Depository Receipts (GDRs) or American Depository Receipts (ADRs), shall be appropriately adjued for corporate actions such as bonus issue, rights issue, split and consolidation of share capital, merger, demerger, transfer of undertaking, sale of division or any such capital or corporate reructuring. RESOLVED FURTHER THAT wiout prejudice to e generality of e above, subject to applicable laws and subject to approval, consents, permissions, if any of any governmental body, auority or regulatory initution including any conditions as may be prescribed in granting such approval or permissions by such governmental auority or regulatory initution, e aforesaid Securities may have such features and attributes or any terms or combination of terms at provide for e tradability and free transferability ereof in accordance wi e prevailing practices in e capital markets including but not limited to e terms and conditions for issue of additional Securities and e Board be and is hereby auorized in its absolute discretion in such manner as it may deem fit, to dispose of such Securities at are not subscribed, subject to applicable law. RESOLVED FURTHER THAT e Board be and is hereby auorised to appoint e lead managers, underwriters, guarantors, depositories, cuodians, regirars, abilizing agent, escrow banks, truees, bankers, advisors and all such agencies and intermediaries as may be involved or concerned in such offerings of e Securities and to remunerate em by way of commission, brokerage, fees or e like and also to enter into and execute all such arrangements, agreements, memorandum, documents, etc. wi Lead Manager(s) and to seek e liing of such securities ANNUAL REPORT

11 RESOLVED FURTHER THAT e Board be and is hereby auorized to form a Fund Raising Committee of e Board and to delegate all or any of its power to e Fund Raising Committee of e Board to give effect to e aforesaid resolutions and is auorised to take such eps and to do all such acts, deeds, matters and ings and accept any alterations or modification(s) as ey may deem fit and proper and give such directions as may be necessary to settle any queion or difficulty at may arise in regard to issue and allotment of equity shares and / or Securities. RESOLVED FURTHER THAT Mr. Anurag Mundra and Mr. Vikalp Mundra, Jt. Managing Directors and Ms. Monika Choukse, Company Secretary of e Company be and are hereby jointly and / or severally auorised to do all such acts, deeds and ings as may be necessary for giving effect to is resolution, wheer incidental or ancillary ereto. 11. ISSUE OF SECURITIES UNDER EMPLOYEE STOCK OPTION SCHEME: To consider and if ought fit, to pass e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Section 62(1)(b) read wi Rule 12 of e Companies (Share Capital and Debentures) Rules, 2014 and all oer applicable provisions, if any, of e Companies Act, 2013 ( Act ) and rules framed ere under, including e circulars and notifications issued by e Reserve Bank of India (RBI), e relevant provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 issued by Securities and Exchange Board of India (SEBI), and subject to e relevant provisions of e Articles of Association of e Company and subject to oer approvals, permissions and sanctions as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by e Board of Directors (hereinafter referred to as e Board which term shall be deemed to include any Committee including e Remuneration / Compensation Committee conituted by e Board to exercise its powers, including e powers conferred by is Resolution),consent of e Company be and is hereby accorded to introduce and implement e UJAAS EMPLOYEES STOCK OPTION SCHEME, 2015 (hereinafter referred to as ESOS 2015 or Scheme ) as detailed in e explanatory atement to is notice and to grant, issue, offer and allot not exceeding 40,00,000 (Forty Lakh only) equity shares of Re.1/- each in one or more tranches, to or for e benefit of such person (s)who are in e permanent employment e Company, its subsidiary Companies( hereinafter collectively referred to as e Employees ) but excluding Independent Director of e Company or subsidiary Companies, Promoters and persons belonging to Promoter group of e Company and Director who eier himself or rough relative or rough any body corporate, directly or indirectly, holding more an 10% of e outanding equity shares of e Company and/or Options giving right to purchase or subscribe such number of equity shares/equity Linked inruments including any depository receipts, which could give rise to e issue of equity shares (hereinafter collectively referred to as e Securities ) of e Company, at such price, in such manner, and on such terms and conditions as e Board may decide. RESOLVED FURTHER THAT e Board be and is hereby auorized to issue and allot Equity Shares to e eligible employees and Directors of e Company upon exercise of Options from time to time in accordance wi ESOS 2015 for e implementation of e Scheme as per applicable laws and regulations. RESOLVED FURTHER THAT e number of Options at may be granted to any employee and director of e Company, during any one year under e ESOS 2015 shall not exceed 1% of e issued capital of e Company. RESOLVED FURTHER THAT e equity shares to be issued and allotted by e Company in e manner aforesaid shall rank pari-passu in all respects wi e exiing Equity Shares of e Company. RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, change in capital ructure, merger and sale of division/undertaking or oer re-organization, change in capital and oers, if any additional equity shares are required to be issued by e Company to e Option grantees for e purpose of making a fair and reasonable adjument to e Options granted earlier, e above ceiling of 40,00,000 (Forty Lakhs only) equity shares shall be deemed to be increased to e extent of such additional equity shares issued. RESOLVED FURTHER THAT e grant of Option shall be in accordance wi e terms and conditions as regards price, payment, application, allotment, entitlement to dividend and oer rights, transferability and all oer matters as ipulated etc. as decided by e Committee from time to time in accordance wi e SEBI (Shares Based Employee Benefits) Regulations, RESOLVED FURTHER THAT in case of any change in capital ructure such as Right issue/bonus issue, sub-division or consolidation, en e number of Shares to be allotted and e exercise price payable by e Option grantees under e Scheme shall automatically and reduced or augmented, as e case may be, in e same proportion as e present face value of Re. 1/- (Rupee one) per Equity Share shall bear to e revised face value of e Equity Shares of e Company after such sub-division or consolidation, wiout affecting any oer rights or obligations of e said allottees. RESOLVED FURTHER THAT e Board be and is hereby auorized to take necessary eps for liing of e equity shares allotted under e ESOS 2015 on e Stock Exchanges, where e Shares of e Company are lied and to determine all oer terms which for e purpose of giving effect to any offer, issue or allotment of Equity Shares or securities or inruments representing e same, as described above under ESOS 2015 and to do all such acts, deeds and ings and to execute all such deeds, documents, inruments and writings as it may at its sole and absolute discretion deem necessary or expedient and to settle any queions, difficulty or doubt at may arise in is behalf wiout being required to seek furer consent or approval of e members ANNUAL REPORT

12 RESOLVED FURTHER THAT e Board be and is hereby auorized to make modifications, changes, variations, alterations or revisions in e terms and conditions of e Employee Stock Options or of e Scheme from time to time including but not limited to suspend, widraw, terminate or revise e ESOS Scheme 2015 as it may deem fit, from time to time at its sole and absolute discretion in conformity wi e provisions of e Companies Act, 2013, e Memorandum and Articles of Association of e Company, SEBI (Share Based Employee Benefit) Regulations, 2014 and any oer applicable laws. 12. Grant of Employee Stock Options to e employees of e Subsidiary/holding Companies of e Company under Ujaas Employee Stock Option Scheme 2015: To consider and if ought fit to pass, e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Section 62(1)(b) read wi Rule 12 of e Companies (Share Capital and Debentures) and all oer applicable provisions, if any, of e Companies Act, 2013 and e Memorandum and Articles of Association of e Company, Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (hereinafter referred to as SEBI Share Based Employee Benefits Regulations ) and subject to such oer approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, e approval of e Company be and is hereby accorded to e Board of Directors of e Company (hereinafter referred to as e Board which term shall be deemed to include Compensation Committee as conituted by e Board under Section 178 of e Companies Act, 2013 to exercise its powers, conferred by is resolution) to create, offer and grant from time to time up to 40,00,000 (Forty Lakhs only) of Re.1/- (each) Options to e permanent employees, exiing and future directors, including e Whole-time Directors (but excluding e Independent Director) of e exiing and future Subsidiary Company(ies) of e Company wheer in or outside India (Including e permanent employees, exiing and future directors, including e Whole-time Directors (but excluding e Independent Director) (hereinafter referred to as Subsidiary Companies Employees ) under Ujaas Stock Option Scheme 2015 (hereinafter referred to as e ESOS 2015 / Scheme ), as may be decided solely by e Board under e Scheme, exercisable into 40,00,000 (Forty Lakh only) Equity Shares of face value of Re. 1/- each fully paid up, in one or more tranches, on such terms and in such manner as e Board may decide in accordance wi e provisions of e law or guidelines issued by e relevant auorities. RESOLVED FURTHER THAT e Board be and is hereby auorized to issue and allot equity shares to e Subsidiary Companies Employees upon exercise of Options from time to time in accordance wi ESOS 2015 for e implementation of e Scheme as per applicable laws and regulations. RESOLVED FURTHER THAT e number of Options at may be granted to Subsidiary Companies Employees, during any one year under e ESOS 2015 shall not exceed 1% of e issued capital of e Company. RESOLVED FURTHER THAT e equity shares to be issued and allotted by e Company in e manner aforesaid shall rank pari-passu in all respects wi e en exiing equity shares of e Company. RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, change in capital ructure, merger and sale of division/undertaking or oer re-organisation, and oers, if any additional equity shares are required to be issued by e Company to e Option grantees for e purpose of making a fair and reasonable adjument to e Options granted earlier, e above ceiling of 40,00,000 (Forty Lakhs only) Equity Shares shall be deemed to be increased to e extent of such additional equity shares issued. RESOLVED FURTHER THAT e grant of Option shall be in accordance wi e terms and conditions as regards price, payment, application, allotment etc. as decided by e Compensation Committee from time to time in accordance wi e SEBI (Share Based Employee Benefits) Regulations. RESOLVED FURTHER THAT in case of any change in capital ructure such as Right issue/bonus issue, sub-division or consolidation, en e number of Shares to be allotted and e exercise price payable by e Option grantees under e Scheme shall automatically and reduced or augmented, as e case may be, in e same proportion as e present face value of Re. 1 per equity share shall bear to e revised face value of e equity shares of e Company after such subdivision or consolidation, wiout affecting any oer rights or obligations of e said allottees. RESOLVED FURTHER THAT e Board be and is hereby auorized to take necessary eps for liing of e Equity Shares allotted under e ESOS 2015 on e Stock Exchanges, where e Shares of e Company are lied and to determine all oer which for e purpose of giving effect to any offer, issue or allotment of Equity Shares or securities or inruments representing e same, as described above under Scheme 2015 and to do all such acts, deeds and ings and to execute all such deeds, documents, inruments and writings as it may at its sole and absolute discretion deem necessary or expedient and to settle any queions, difficulty or doubt at may arise in is behalf wiout being required to seek furer consent or approval of e members. RESOLVED FURTHER THAT e Board be and is hereby auorized to make modifications, changes, variations, alterations or revisions in e terms and conditions of e Employee Stock Options or of e Scheme from time to time including but not limited to suspend, widraw, terminate or revise e ESOS 2015 as it may deem fit, from time to time at its sole and absolute discretion in conformity wi e provisions of e Companies Act, 2013, e Memorandum and Articles of Association of e Company, SEBI (Shares Based Employee Benefits) Regulations and any oer applicable laws ANNUAL REPORT

13 RESOLVED THAT e benefits of e Employee Stock Option Scheme, 2015, as contained in resolution (10) above, be extended to e employees of e subsidiaries/holding company of e Company on e terms and conditions as may be determined by e Board. By order of e Board For UJAAS ENERGY LIMITED Place: Indore Date: Regd. Office: Survey No. 211/1, Opp. Sector - C & Metalman, Sanwer Road Indurial Area, Indore (M. P.). Tel.: ; Fax: Website: CIN: L31200MP1999PLC info@ujaas.com CS Monika Choukse Company Secretary & Compliance Officer Membership No. A28563 NOTES: 1. A member entitled to attend and vote at e annual general meeting is entitled to appoint a proxy to attend and vote on poll inead of himself/ herself and a proxy need not be a member of e company. 2. Proxy form duly amped and executed in order to be effective, mu reach e regiered office of e Company not less an 48 hours before e time of commencement of e annual general meeting. Proxy form for e AGM is enclosed. 3. Explanatory Statement pursuant to Section 102(1) of e Companies Act, 2013 wi respect to Special Business set out in e Notice is annexed to and forms part of is notice 4. Pursuant to Section 105(1) of e Companies Act, 2013, read wi Rule 19 of e Companies (Management and Adminiration) Rules, 2014, a person can act as proxy on behalf of Members not exceeding 50 (fifty) in number and holding in aggregate not more an 10 (ten) per cent of e total share capital of e Company carrying voting rights. In e case of a Member holding more an 10 (ten) per cent of e total share capital of e Company carrying voting rights, such a Member may appoint a single person as proxy, who however shall not act as proxy for any oer person or shareholder. 5. The Members/Representative/ Proxy(s) are requeed to bring attendance slip, as enclosed, duly filled in, togeer wi eir copy of e notice convening e Annual General Meeting. 6. Only bonafide members of e Company whose names appear on e Regier of Members/Proxy holders, in possession of valid attendance slips duly filled and signed will be permitted to attend e meeting. The Company reserves its right to take all eps as may be deemed necessary to rerict non-members from attending e meeting. 7. In case of joint holders attending e Meeting, only such joint holder who is higher in e order of names will be entitled to vote. 8. Corporate members intending to send eir auorized representatives to attend e meeting are requeed to send to e Company a certified copy of e Board resolution pursuant to Section 113 of e Companies Act, 2013 auorizing eir representative to attend and vote on eir behalf at e meeting. 9. All documents referred to in e above notice and explanatory atement are available for inspection at e regiered office of e Company on all working days (except Saturday, Sundays and Public holidays) between a.m. and p.m. upto e date of e Annual General Meeting. 10. The Regiers required to be maintained under e Companies Act, 2013 e Regier of Directors and Key Managerial Personnel and eir Shareholding in e Company under Section 170 of e Companies Act, 2013 and e Regier of Contracts maintained by e Company under Section 189 of e Companies Act, 2013 will be available for inspection by e Members at e AGM. rd 11. The Regier of Members of e Company will remain closed from Thursday, 17 September, 2015 to Wednesday, 23 September, 2015 (bo days inclusive) to determine e eligible shareholders for e payment of dividend and e dividend if nd declared, will be paid on or before 22 October, ANNUAL REPORT

14 12. Members are requeed to forward eir queries on e subjects to e Company Secretary at lea 10 days in advance for enabling e Company to furnish replies/clarification at e Annual General Meeting. 13. Pursuant to section 72 of e Companies Act, 2013 and wi rule 19(1) of e rules made eir under, Members holding shares in single name and physical form are advised to make nomination in respect of eir shareholding in e Company. The Nomination Form SH 13 prescribed by e Government can be obtained from e Regirar and Transfer Agent or e Secretarial Department of e Company at its Regiered Office. 14. Members are requeed to bring eir copies of Annual Reports to e Annual General Meeting of e Company. In all correspondence wi e Company or wi its Regirar & Share Transfer Agent members are requeed to quote eir folio number and in case e shares are held in dematerialized form, ey mu quote eir Client ID Number and DPID Number. 15. To support e Green Initiative, e Members who have not regiered eir addresses are requeed to regier e same wi eir Depositories or wi our Regirar Bigshare Services Pvt. Ltd. Regd. Off.: E-2 and 3, Ansa Indurial Eate, Saki-Vihar Road, Sakinaka, Andheri(E), Mumbai , Maharashtra. inveor@bigshareonline.com 16. Members holding shares in electronic form may note at bank particulars regiered again eir respective depository accounts will be used by e Company for payment of dividend. The Company or its Regirars and Transfer Agents, Bigshare Services Private Limited ( Bigshare ) cannot act on any reque received directly from e members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to e Depository Participant by e members. 17. Members holding shares in electronic form are requeed to intimate immediately any change/correct in eir address or bank mandates to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form are requeed to advise any change in eir address or bank mandates immediately to e Company/ Regirar. 18. Electronic copy of e Notice along wi e Annual Report is being sent to all e members whose IDs are regiered wi e Company/Depository Participants(s) for communication purposes unless any member has requeed for a hard copy of e same. For members who have not regiered eir address, physical copies of e Annual Report are being sent in e permitted mode. 19. Information required to be furnished under clause 49 of e Liing Agreement is given in e Annexure to is Notice. 20. Non-resident Indian shareholders are requeed to inform about e change in e residential atus on return to India wi oer details like particulars of eir bank account maintained in India wi complete name, branch, account type, account number and address of e bank wi pin code number, if not furnished earlier for permanent settlement to our Share Transfer Agent or e concerned Depository Participant, as e case may be, immediately. 21. The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, erefore, requeed to submit eir PAN to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form can submit eir PAN to e Company / Regirar. 22. The Inveors who have not yet encashed / claimed e Dividend, are requeed to encash /claim e Dividend immediately. In terms of Section 124 of e Companies Act, 2013, e Company shall be required to transfer e unclaimed/unpaid Dividend of e Company on e expiry of seven years from e date it became due for payment to e Inveor Education and Protection Fund and subsequently e shareholders shall not have any right to claim e said refund from e Company or from e said Fund. The Company has uploaded e details of unpaid and unclaimed dividend lying wi e Company as on September 26,2014 (date of la Annual General Meeting) on e website of e Company ( inveors). 23. The details of e Un-encashed/Un-claimed above-mentioned Dividend are as under: Financial Year Unclaimed/un-encashed Dividend amount Due date of transfer to Inveor as on (Amount in Rs.) Education and Protection Fund (Interim Dividend) 5, October, (Final Dividend) 1,52, September, (Final Dividend) 2,59, November, In compliance wi e provisions of Section 108 of e Act and e Rules framed ereunder, e Members are provided wi e facility to ca eir vote electronically rough e e-voting services provided by Central Depository Services (India) Limited (CDSL), on all resolutions set for in is Notice. 25. In compliance wi Section 108 of e Companies Act, 2013, Rule 20 of e Companies (Management and Adminiration) Rules, 2014, subituted by e Companies (Management and Adminiration) Amendment Rules, 2015, and Clause 35B of e Liing Agreement, e Company has provided a facility to e members to exercise eir votes electronically rough electronic voting service facility arranged by Central Depository Services (India) Limited. The facility for voting, rough Ballot Paper, will be also made available at e AGM and e members attending e AGM who have not already ca eir votes by remote e-voting shall be able to exercise eir right at e AGM rough ballot paper. Members who have ca eir votes by remote e-voting prior to e AGM may attend e AGM but shall not be entitled to ca eir votes again. The inructions for e-voting are annexed to e Notice ANNUAL REPORT

15 The inructions for members for voting electronically are as under: (A) In case of members receiving PAN (i) (ii) Log on to e e-voting website Click on Shareholders tab. (iii) Now, select Ujaas Energy Limited from e drop down menu and click on SUBMIT (iv) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number regiered wi e Company. (v) Next enter e Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, en your exiing password is to be used. (vii) If you are a fir time user follow e eps given below: For Members holding shares in Demat Form and Physical Form Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for bo demat shareholders as well as physical shareholders) Members who have not updated eir PAN wi e Company/Depository Participant are requeed to use e fir two letters of eir name and e la 8 digits of e sequence number (refer serial no. printed on e name and address icker/poal Ballot Form/mail) in e PAN field. In case e sequence number is less an 8 digits enter e applicable number of 0 s before e number after e fir two characters of e name in CAPITAL letters. Eg. If your name is Ramesh Kumar wi sequence number 1 en enter RA in e PAN field. Dividend Bank Enter e Dividend Bank Details or Date of Bir (in dd/mm/yyyy format) as recorded in your demat Details OR account or in e company records in order to login. Date of Bir If bo e details are not recorded wi e depository or company please enter e member (DOB) id / folio number in e Dividend Bank details field as mentioned in inruction (v) (viii) After entering ese details appropriately, click on SUBMIT tab. (ix) (x) (xi) Members holding shares in physical form will en reach directly e Company selection screen. However, members holding shares in demat form will now reach Password Creation menu wherein ey are required to mandatorily enter eir login password in e new password field. Kindly note at is password is to be also used by e demat holders for voting for resolutions of any oer company on which ey are eligible to vote, provided at company opts for e-voting rough CDSL platform. It is rongly recommended not to share your password wi any oer person and take utmo care to keep your password confidential. For Members holding shares in physical form, e details can be used only for e-voting on e resolutions contained in is Notice. Click on e EVSN for e relevant Ujaas Energy Limited on which you choose to vote. (xii) On e voting page, you will see RESOLUTION DESCRIPTION and again e same e option YES/NO for voting. Select e option YES or NO as desired. The option YES implies at you assent to e Resolution and option NO implies at you dissent to e Resolution. (xiii) Click on e RESOLUTIONS FILE LINK if you wish to view e entire Resolution details. (xiv) After selecting e resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. (xv) Once you CONFIRM your vote on e resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of e votes ca by clicking on Click here to print option on e Voting page. (xvii) If Demat account holder has forgotten e login password en Enter e User ID and e image verification code and click on Forgot Password & enter e details as prompted by e syem ANNUAL REPORT

16 (xviii) Note for Non-Individual Shareholders and Cuodians Non-Individual shareholders (i.e. oer an Individuals, HUF, NRI etc.) and cuodian are required to log on to and regier emselves as Corporates. A scanned copy of e Regiration Form bearing e amp and sign of e entity should be ed to helpdesk.evoting@cdslindia.com. After receiving e login details a Compliance User should be created using e admin login and password. The Compliance User would be able to link e account(s) for which ey wish to vote on. The li of accounts linked in e login should be mailed to helpdesk.evoting@cdslindia.com and on approval of e accounts ey would be able to ca eir vote. A scanned copy of e Board Resolution and Power of Attorney (POA) which ey have issued in favour of e Cuodian, if any, should be uploaded in PDF format in e syem for e scrutinizer to verify e same. (B) In case of members receiving e physical copy: (C) Please follow all eps from Sl. no. (i) to Sl. no. (xvii) above to ca vote. nd (D) The voting period begins on Sunday 20 September, 2015 (9.00 A.M.) and ends on Tuesday, 22 September, 2015 (05.00 P.M.). During is period shareholders of e Company, holding shares eier in physical form or in dematerialized form, as on e cut-off date of 16 September, 2015, may ca eir vote electronically. The e-voting module shall be disabled by CDSL for voting ereafter. (E) The voting rights of members shall be in proportion to eir shares of e paid up equity share capital of e Company as on e cut-off date of 16 September, (F) Any person, who acquires shares of e Company and become member of e Company after dispatch of e notice and holding shares as of e cut-off date i.e.16 September, 2015 may obtain e login ID and password by sending a reque at evoting@cdslindia.com or inveor@bigshareonline.com. (G) Mr. Anurag Gangrade, Practising Company Secretary (CP No.:13013), has been appointed as e Scrutinizer to scrutinize e e-voting process in a fair and transparent manner. (H) The Scrutinizer shall after e conclusion of voting at e general meeting, will?r count e votes ca at e meeting and ereafter unblock e votes ca rough remote e-voting in e presence of at lea two witnesses not in e employment of e Company and shall make, not later an ree days of e conclusion of e Annual General Meeting, a consolidated scrutinizer's report of e total votes ca in favour or again, if any, to e Chairman or a person auorized by him in writing, who shall countersign e same and declare e result of e voting forwi. (I) The Results declared along wi e report of e Scrutinizer shall be placed on e website of e Company at and on e website of CDSL immediately after e declaration of result by e Chairman or a person auorized by him in writing. The results shall also be immediately forwarded to e BSE Limited and National Stock Exchange of India Limited. (J) The Scrutinizer shall, wiin a period not exceeding ree working days from e conclusion of e e-voting period shall make a report of e votes ca in favour or again, if any, forwi to e Chairman of e Company. (K) A Member can opt for only one mode of voting i.e. eier rough e-voting or by ballot at e meeting. If a Member cas votes by bo modes, en voting done rough e-voting shall prevail and ballot shall be treated as invalid. (L) In case you have any queries or issues regarding e-voting, you may refer e Frequently Asked Queions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. By order of e Board For UJAAS ENERGY LIMITED Place: Indore CS Monika Choukse Date: Company Secretary & Compliance Officer Membership No. A ANNUAL REPORT

17 STATEMENT SETTING OUT THE MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 5: Mr. Manish Agrawal was appointed as an Additional Director by e Board of Directors at eir meeting held on 14 November, 2014, to hold e office upto e conclusion of e ensuing Annual General Meeting of e Company. The Company has received a notice in writing from a member alongwi e deposit of requisite amount under Section 160 of e Act proposing e candidature of Mr. Manish Agrawal as an Independent Director of e Company. Mr. Manish Agrawal has submitted e declaration as required pursuant to Section 149(7) of e Companies Act, 2013, ating at he meets e criteria of independence as provided in sub-section (6). Furer, he is not disqualified from being appointed as a Director in terms of section 164 of e Act. Mr. Agrawal has done B Tech from IIT Kanpur and a Po Graduate from IIM Ahmedabad class of He is a speaker at various indury forums like Initute of Company Secretaries of India, Initute of Chartered Accountants of India and has been quoted in leading business media like economic times, Reuters, Yahoo, Business andard, financial times etc. He is currently a visiting faculty at S P Jain initute of Management at Singapore / Dubai wherein he takes courses in Decision Making, leadership, consulting and IT. He is also involved in training and leadership development of mid and senior executives in global companies. He is also on e corporate advisory group of IIM Udaipur. Mr. Agrawal has more an 19 years work experience at various dominant positions in Global Multinational organizations like Citibank, Dell and Deloitte. His previous corporate assignment was as Vice President of Strategy, research and Innovation group at Deloitte where he oversaw a team of 300 people providing business research, Knowledge management and taught leadership services to Deloitte US firm. Mr. Agrawal is not holding any equity Share in e Company. Copy of all e documents mentioned herein above, would be available for inspection by e shareholders at e Regiered Office of e Company between a.m. to p.m. on all working days from e date hereof up to e date of e AGM. The Board considers at his continued association would be of immense benefit to e Company and erefore recommends e resolution for e approval by e Members of e Company to be passed as an ordinary resolution. Except Mr. Agrawal, none of e Directors and Key Managerial Personnel of e Company and eir relatives is concerned or intereed, financially or oerwise, in passing e resolution as set out at Item Nos. 5. In terms of Clause 49 of e Liing Agreement, brief profile of e Director is separately provided in e Annexure to is Notice. ITEM NO. 6: In pursuance of Section 148 of e Companies Act, 2013 read wi e Companies (Audit and Auditors) Rules, 2014, e Board shall appoint an Individual, who is co accountant in practice on e recommendations of e Audit Committee, which shall also recommend remuneration for such auditor. The remuneration recommended by Audit Committee shall be considered and approved by e Board of Directors and ratified by e shareholders, as per Rule 14 of e Companies (Audit and Auditors) Rules, On e recommendations of e Audit Committee at its meeting held on 13 Augu, 2015, e Board has considered and approved e appointment of M/s. Vijay P. Joshi & Associates, Co Accountants (Firm Regiration No.00267) as e Co Auditors of e Company to conduct audit of co accounting records maintained by e Company for e year ending on 31 March, The Board of Directors of your Company, hence recommends e resolution as set out under Item No. 6, in relation to ratification and confirmation of e remuneration to be paid to M/s. Vijay P. Joshi & Associates, Co Accountants for financial year , for e approval of e shareholders of e Company, to be passed as an Ordinary Resolution. Copy of all e documents mentioned herein above, would be available for inspection by e shareholders at e Regiered Office of e Company between a.m. to p.m. on all working days from e date hereof up to e date of e AGM. None of e Directors and Key Managerial Personnel of e Company and eir relatives is/are concerned or intereed, financially or oerwise, in passing e resolution set out at Item No. 06. ITEM NO.7 : Re-appointment of Mr. Shyam Sunder Mundra (DIN ) as e Executive Chairman and Managing Director: The Board of Directors at eir Meeting held on Augu 13, 2015, based on e recommendation of Nomination & Remuneration Committee, has proposed to re-appoint Mr. Shyam Sunder Mundra, as e Executive Chairman and Managing Director (designated as Executive Chairman and Chief Executive Officer ), for a period of 5 years wi effect from 24 September, 2015, subject to approval by e members of e Company in a general meeting. Mr. Shyam Sunder Mundra is e Chairman of e Company since its incorporation. He holds a degree in Bachelor of Science in Engineering (Electrical), a Maers degree in Electronics and Servomechanism from Indore University. He had also completed a Maers degree in Business Adminiration from Indore University. Mr.Shyam Sunder Mundra has over 46 years of ANNUAL REPORT

18 experience in e power indury and specifically 34 years in e manufacturing of transformers sector. Previously he had worked for e Madhya Pradesh Electricity Board for 8 years, before venturing into e transformer business independently. Mr. Shyam Sunder Mundra has attended e age of 70 years and as per Section 196(3) of e Companies Act,2013 ates at no Company shall continue e employment of any person who has attained e age of seventy years, as Managing Director, Whole-Time Director or Manager unless it is approved by e members by passing a special resolution. ITEM NO. 8: Re-appointment of Mr.Vikalp Mundra (DIN ) as e Joint Managing Director of e Company: The Board of Directors at eir Meeting held on Augu 13, 2015, based on e recommendation of Nomination & Remuneration Committee, has proposed to re-appoint Mr. Vikalp Mundra as Joint Managing Director (designated as Executive Director ), for a period of 5 years wi effect from 24 September, 2015, subject to approval by e members of e Company in a general meeting. Mr. Vikalp Mundra holds a bachelor s degree in Engineering (Electrical) from Rani Durgavati Vishwa Vidhyalaya, Jabalpur and a maer s degree in Management Science from Devi AhilyaVishwaVidhyalaya, Indore. He has an overall experience spanning 20 years in e power sector. He is handling all e corporate matters relating to solar activities and actively involved in design, selection of technology and keenly supervises Ujaas project management. ITEM NO. 9: Re-appointment of Mr. Anurag Mundra (DIN ) as e Joint Managing Director of e Company: The Board of Directors at eir Meeting held on Augu13, 2015, based on e recommendation of Nomination & Remuneration Committee, has proposed to re-appoint Mr. Anurag Mundra as Joint Managing Director (designated as Executive Director ), for a period of 5 years wi effect from 24 September, 2015, subject to approval by e members of e Company in a general meeting. Mr. Anurag Mundra has over 14 years experience in e power sector. Currently he is overseeing our Company's finance and corporate rategies in addition to leading our Company s solar power plant business. He is also designated as Chief Financial Officer of e Company. He also handles e matter relating to private equity placement, funding, tendering etc. for Company business. He holds a bachelor s degree in Commerce from Devi AhilyaVishwaVidhyalaya, Indore and has completed his Po- Graduation Diploma in Business Adminiration and Chartered Financial Analy from Initute of Chartered Financial Analys of India, Hyderabad. The terms and conditions of e re-appointment of e Managerial Personnel viz. Mr. Shyam Sunder Mundra, Mr. Vikalp Mundra and Mr. Anurag Mundra are as follows: Name of e Director Mr. Shyam Sunder Mundra Mr. Vikalp Mundra Mr. Anurag Mundra Designation Chairman & Managing Director Joint Managing Director CFO &Joint Managing Director (1) Remuneration a) Basic Salary Not exceeding Not exceeding Not exceeding Rs.7,50,000/- per mon Rs.7,50,000/- per mon Rs.7,50,000/- per mon b) Incentive As allowable under e As allowable under e As allowable under e Companies Act, 2013 Companies Act, 2013 Companies Act, 2013 c) Allowance Mentioned Below Mentioned Below Mentioned Below CATEGORY A a) House Rent Allowance 50% of e Basic salary 50% of e Basic salary 50% of e Basic salary b) *Medical Expense Not Exceeding One mon Not Exceeding One mon Not Exceeding One mon salary in a year or ree salary in a year or ree salary in a year or ree mons salary in a block of mons salary in a block of mons salary in a block of ree years. ree years. ree years. c) Leave travel assiance Expenses incurred for self and Expenses incurred for self Expenses incurred for self and family in accordance wi e and family in accordance family in accordance wi e Rules of e Company wi e Rules of e Rules of e Company Company d) Club Fees subject to a maximum of subject to a maximum of subject to a maximum of two two clubs two clubs clubs e) Personal accident not exceeding Rs. 8,000/- p.a not exceeding Rs. 8,000/- p.a not exceeding Rs. 8,000/- p.a insurance premium ANNUAL REPORT

19 CATEGORY B: a) *Payment towards medical expenses incurred in India and/or abroad and including hospitalization, nursing home and surgical charges for himself and family. b) Employers Contribution: to Provident Fund as per e Rules of e Companies Act, c) Gratuity: As per rules of e company, subject to a maximum ceiling as may be prescribed under e Payment of Gratuity Act from time to time. d) Leave encashment: up to 15 days salary for every one year completed service as per e rules of e Company. Provided at e above said perquisites shall not be counted for e purpose of Calculation of e remuneration payable to e Executive Director. CATEGORY C: a) Car: The Company shall provide car wi driver for e Company's business and if no car is provided, reimbursement of e conveyance shall be made as per actual on e basis of claims submitted by him. b) Telephone & Cell: Free use of telephone at his residence and Cell phone, internet and oer communication facilities, provided at e personal long diance calls on e telephone shall be billed by e Company to e Executive Director. (2) Minimum Remuneration: In case of loss or inadequacy of profit in any year during e tenure of e above reappointment of e concerned Managerial personnel, e Company will pay remuneration to e above Managerial Personnel wiin e maximum ceiling pursuant to e proviso to clause (B) of Section II of Part II of Schedule V to e Companies Act, 2013, if e resolution approving e re-appointment of and remuneration payable to e above managerial personnel is / are passed by e members by way of a special resolution. Considering Mr. Shyam Sunder Mundra, Mr. Vikalp Mundra and Mr. Anurag Mundra contribution to e Company, it is proposed to pass e resolution as a special resolution for a maximum remuneration up to Rs. 120 Lakh Per Annum to be paid to em, considering e effective capital of e Company is Rs.100 crores and above but less an Rs.250 crores as per Balance sheet dated 31 March, (3) Perquisites shall be evaluated as per Income Tax Rules, wherever applicable or at actual co. The following additional information as required by Section II of Part II of Schedule V to e Companies Act, 2013 is given below: I. General Information: 1. Nature of Indury: Your company is working in Renewable Energy Sector. Company have ree different segments. A. Solar Power Plant Operation B. Manufacturing &Sale of Solar Power Syem C. Transformer 2. Date or expected date of Commencement of Commercial production: The Company was incorporated on 09 June, 1999 and commenced its commercial production in e same financial year. In case of new companies, expected date of commencement of activities as per project approved by financial initutions appearing in e prospectus: Not Applicable 3. Financial performance based on given indicators - as per andalone audited financial results for e year ended 31 March 2015: Particulars ANNUAL REPORT Rs. in lakhs Income from Operations Oer Income Total Expenses Net Profit & Loss Account (after tax) Net wor Foreign Invement or collaborations, if any: 5. The Company has made invement in e following foreign subsidiary Companies: a) Ujaas Energy Limited; b) Ujaas Energy HK Limited; and c) Eizooba Energy one Limited.

20 6. Information about e appointees: Name of e Director Mr. Shyam Sunder Mundra Mr. Vikalp Mundra Mr. Anurag Mundra Designation Chairman & Managing Director Joint Managing Director CFO & Joint Managing Director Background Details He is e Chairman of e Company since incorporation. He holds a degree in Bachelor of Science in Engineering (Electrical), a Maers degree i n E l e c t r o n i c s a n d Servomechanism from Indore University. He has an overall experience spanning 20 years in e power sector. He is handling all e corporate matters relating to solar activities and actively involved in design, selection of t e c h n o l o g y a n d k e e n l y supervises Ujaas project management. He has over 14 years experience in e power sector. Currently he is overseeing our Company's finance and corporate rategic in addition to leading our Company s solar power plant business. He is also designated as Chief Financial Officer of e Company. Pa Remuneration /-p.a /- p.a /- p.a. Job profile and his suitability He is responsible for day-today management of e C o m p a n y. Ta k i n g i n t o consideration his qualifications, experience and expertise, he is b e s t s u i t e d f o r t h e responsibilities of current assigned role. He is handling all e corporate matters relating to solar activities and actively involved i n d e s i g n, s e l e c t i o n o f t e c h n o l o g y a n d k e e n l y supervises Ujaas project management. He is overseeing Company's finance and corporate rategic in addition to leading our Company s solar power plant business. He is also designated as Chief Financial Officer of e Company. He also handles e matter relating to private equity placement, funding, tendering etc. for Company's business. Remuneration proposed Comparative remuneration profile wi respect to indury, size of e Company, profile of e position and person (in case of expatriates e relevant details would be wi respect to e country of his origin): Pecuniary relationship directly or indirectly wi e company or relationship wi e managerial personnel, if any: As given above Taking into consideration e size of e Company, e qualifications, experience and expertise of Mr. Shyam Sunder Mundra,e responsibilities shouldered by him and e indury benchmarks, e remuneration proposed to be paid commensurate wi e remuneration packages paid to s i m i l a r s e n i o r l e v e l c o u n t e r p a r t ( s ) i n o t h e r companies. Promoter- Related to Mr. Vikalp Mundra & Mr. Anurag Mundra (Joint Managing Directors) of e Company. As given above Taking into consideration e size of e Company, e qualifications, experience and expertise of Mr. Vikalp Mundra,e responsibilities shouldered by him and e indury benchmarks, e remuneration proposed to be paid commensurate wi e remuneration packages paid to s i m i l a r s e n i o r l e v e l c o u n t e r p a r t ( s ) i n o t h e r companies. Promoter Related to Mr. S h y a m S u n d e r M u n d r a (Chairman) and Mr. Anuarg Mundra (Joint Managing Director) of e Company. As given above Taking into consideration e size of e Company, e qualifications, experience and expertise of Mr. Anurag Mundra, e responsibilities shouldered by him and e indury benchmarks, e remuneration proposed to be paid commensurate wi e remuneration packages paid to s i m i l a r s e n i o r l e v e l c o u n t e r p a r t ( s ) i n o t h e r companies. Promoter Related to Mr. S h y a m S u n d e r M u n d r a (Chairman) and Mr. Vikalp Mundra (Joint Managing Director) of e Company. III. Oer Information 1) Reasons for loss or inadequate profits: Though e Company is achieving profits, but e same could be considered as inadequate and considering e managerial personnel's abilities, rich experience and qualifications, e Company would be required to compensate adequately in commensuration for a better performance and e Profit After Tax could be considered as inadequate ANNUAL REPORT

21 2) Steps taken or proposed to be taken for improvement: The Company is diversifying its activities besides improving Capacity utilization to e optimum level of all its plants by Absorption of new Technology for attaining economy of scale. The Company's Management is placing rategies wi rong marketing team, for improved performance domeically. 3) Expected increase in productivity and profits in measurable terms: After taking improvement eps as ated above, e Company shall be in a position to rengen its capabilities, as well as address future opportunities in India and oer markets of choice. The above measures undertaken are expected to yield positive results and improve e financial performance of e Company in e coming years. The detail of Shareholding of e Managerial Personnel and eir relatives is provided in Annexure A to is Notice, which forms part of e Notice. Information / disclosure required to be furnished under Clause 49 VIII (E) of e Liing Agreement about Mr. Shyam Sunder Mundra, Mr. Vikalp Mundra and Mr. Anurag Mundra is given in Annexure B, which forms part of is Annual Report. None of e Directors and Key Managerial Personnel and eir relatives are in any way concerned or intereed financially or oerwise except ose Managerial Personnel viz Mr. Anurag Mundra, Mr. Shyam Sunder Mundra, Mr. Vikalp Mundra and eir relatives to e extent of eir shareholding in e Company wi respect to e respective appointment as proposed in e respective resolution. The Board recommends e resolution at Item No. 7 to 9 for approval by e members as a Special Resolution(s). Copy of all e documents mentioned herein above would be available for inspection by e shareholders at e Regiered Office of e Company between 10:00 a.m. and 1:00 p.m. on all working days from e date hereof up to e date of e AGM. Item No. 10.: The Company is in e business of Solar Energy Power Generation. The Board of Directors is of e opinion at e Company requires additional funds to meet wi e needs of growing business, in addition to e funds raised internally and rough debt from banks and financial initutions. Hence it is imperative to have enabling approvals to raise a part of e funding requirements for e said purposes as well as for such oer corporate purposes as may be permitted under applicable laws rough e issue of appropriate securities as defined in e resolution, in Indian or international markets. Accordingly, It is proposed to raise funds upto Rs.500 crores in one or more tranches rough a mix of equity/equity-linked inruments, as may be appropriate. The Members approval is sought for e issue of such number of Equity Shares, Global Depository Receipts (GDRs), American Depository Receipts (ADRs), Foreign Currency Convertible Bonds (FCCBs), and/or Equity Shares rough Depository Receipt Mechanism and/or Fully Convertible Debentures (FCDs) and/or Non Convertible Debentures (NCDs) wi warrants, or any oer financial inruments convertible into or linked to Equity Shares and/or any oer inruments and/or combination of inruments wi or wiout detachable warrants wi a right exercisable by e warrant holders to convert or subscribe to e Equity Shares or oerwise, in regiered or bearer form or any combination of Securities rough public issue(s), private placement(s) or a combination ereof, including issuance of Securities rough a Qualified Initutions Placement under Chapter VIII of e SEBI ICDR Regulations. The Board may in eir discretion adopt any one or more of e mechanisms prescribed above to meet its objectives as ated in e aforesaid paragraphs wiout e need for fresh approval from e shareholders of e Company. The pricing of e Securities at may be issued to qualified initutional buyers and to oer buyers under e Private Placement shall be freely determined subject to such price not being less an e price calculated in accordance wi e SEBI ICDR Regulations. The Company may, in accordance wi applicable law, offer a discount of not more an 5% or such percentage as permitted under applicable law on e price determined pursuant to e SEBI ICDR Regulations. The Relevant Date for is purpose will be e date when e Board or e Committee of e Board ereof decides to open e Issue for subscription. The Special Resolution also seeks to give e Board powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or prices and to such person(s) including initutions, incorporated bodies and/or individuals or oerwise as e Board in its absolute discretion deem fit. The detailed terms and conditions for e issue(s)/offering(s) will be determined by e Board or its committee in its sole discretion in consultation wi e advisors, lead managers, underwriters and such oer auority or auorities as may be necessary considering e prevailing market conditions and in accordance wi e applicable provisions of law and oer relevant factors. The Equity Shares allotted or arising out of conversion of any Securities would be lied. The offer/ issue/ allotment/ conversion/ redemption would be subject to e availability of regulatory approvals, if any. The conversion of Securities held by foreign inveors into Equity Shares would be subject to e applicable foreign invement cap and relevant foreign exchange ANNUAL REPORT

22 regulations. As and when e Board does take a decision on matters on which it has e discretion, necessary disclosures will be made to e ock exchanges as may be required under e provisions of e Liing Agreement. Section 62(1)(c) of e Companies Act 2013 provides, inter alia, at when it is proposed to increase e issued capital of a company by allotment of furer Equity Shares, such furer Equity Shares shall be offered to e exiing shareholders of such company in e manner laid down in Section 62 of e Companies Act, 2013 unless e shareholders in a General Meeting decide oerwise. Since, e Special Resolution proposed in e business of e Notice may result in e issue of Equity Shares of e Company to persons oer an shareholders of e Company, consent of e shareholders is being sought pursuant to e provisions of Sections 42, 62 and oer applicable provisions of e Companies Act, 2013 as well as applicable Rules notified by e Miniry of Corporate Affairs and in terms of e provisions of e Liing Agreement executed by e Company wi e ock exchanges where e Equity Shares of e Company are lied. The Special Resolution, if passed, will have e effect of allowing e Board to offer, issue and allot Securities to e Inveors, who may or may not be e exiing shareholders of e Company. None of e Directors and Key Managerial Personnel and any of eir relatives are deemed to be concerned or intereed in e passing of resolution, except to e extent of shareholding in e Company if any. Copy of all e documents mentioned herein above would be available for inspection by e shareholders at e Regiered Office of e Company between 10:00 a.m. and 1:00 p.m. on all working days from e date hereof up to e date of e AGM. The Board of Directors of e Company recommends e resolution as set out in Item No. 10 for e approval of e shareholders as a Special Resolution to be passed as special resolution. ITEM NO. 11 & 12 Equity based compensation is considered to be an integral part of employee compensation across sectors which enables alignment of personal goals of e employees wi organizational objectives by participating in e ownership of e Company rough ock based compensation scheme. Your Company believes in rewarding its employees including Directors of e Company as well as at of e Subsidiary Company (ies) for eir continuous hard work, dedication and support, which has led e Company and e Subsidiary Company (ies) on e grow pa. The objective of e ESOS 2015 is to provide an incentive to attract and retain e key employees by way of rewarding eir performance and motivate em to contribute to e overall corporate grow and profitability. Accordingly e Board of Directors ( e Board ) of e Company at its meeting held on 13 Augu, 2015 approved introduction of e ESOS 2015 subject to e approval of e members and e provisions of e Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time (e SEBI Regulations ) and auorised e Compensation Committee as conituted under Section 178 of e Companies Act, 2013 to formulate e detailed terms and conditions of e ESOS 2015 and to adminier and implement e ESOS 2015 in accordance wi e provisions of e Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time (e SEBI Regulations ). Approval of e members is being sought for issue of Stock Option to e eligible employees of e Company and its subsidiary Company (in or outside India), including its Managing and/or Whole Time Directors, based on e recommendations from e Managing Director and Chief Executive Officer of e Company (except in e case of issuance of ock options to Managing Director and Chief Executive Officer himself where e decision shall be take by Nomination and Remuneration Committee). The schemes shall be formulated in accordance wi e guidelines laid down under e Securities and Exchange Board of India (Shares Based Employee Benefits) Regulations 2014, wi subsequent amendments ereto and such oer laws, as may be applicable in is regard. The information as required explaining e salient features of e schemes are given below: 1) Total number of options to be granted The total number of options to be granted under e scheme which are convertible into equity shares, shall not exceed 2% of e issued equity share capital of e Company (or such oer adjued figure for any bonus, ock splits or consolidations or oer re-organization of e capital ructure of e Company, as may be applicable from time to time). 2) Identification of classes of employees entitled to participate in e ESOS 2015 The ESOS Scheme shall not extend to any promoter or ose belonging to e promoter group or to any director, who eier by himself or rough his relative(s) or rough any body corporate, directly or indirectly, holds more an 10% of e outanding equity shares of e Company. The following person shall be eligible to participate in e ESOS ANNUAL REPORT

23 a) Persons are in e permanent employment of e company or associate or holding company or subsidiary company in such grade and wi such experience and association wi e company, as may be decided by e Board of Directors/Compensation Committee. b) Director including whole time directors of e company oer en promoter director. c) Such oer person, as may from time to time, be allowed under prevailing laws and regulations and as may be approved by e Board of Directors / Compensation Committee for e purpose. 3) Requirements of veing and period of veing Notwianding anying contained in e relevant provisions of ESOS 2015, it shall always be a pre-condition for e exercise of e options at e employee should be in services wi e Company or its holding company or its subsidiaries, or its associates as e case may be and in e event e employee ceases from e services of e Company or its holding company or its subsidiaries by reason of resignation or termination (except for reason of misconduct), e entire lot of e unexercised veed options shall lapse. The minimum veing period of an option under e Scheme shall be a period of one year from e date of grant(s) of options and e Maximum veing period shall not exceed 1 year from e date of grant or such period as may be determined by e Compensation Committee. The share option may ve in tranches subject to e terms and conditions as may be ipulated by e Compensation Committee. The Compensation Committee shall have absolute discretion in fixing e veing period and veing schedule for each tranche of veing. 4) Exercise price or pricing formula The Company has freedom to price e options subject to confirmation to e accounting policies. The exercise price/price formula in respect of each tranche of e options shall not be less an e face value of e equity shares (which shall be calculated in accordance wi e applicable law and if applicable, adjued from time to time for any bonus, ock splits or consolidations or oer reorganization of e capital ructure of e Company) on e date of grant of option. The Board/Compensation Committee would fix e exercise price/price formula in accordance wi e provisions of e Securities and Exchange Board of India (Shares Based Employee Benefits) Regulations 2014, for e options to be granted pursuant to is scheme from time to time. 5) Exercise period and procedure for exercise The options granted under ESOS 2015 shall be exercisable wiin a period of four years from end of e veing period. Each entitles e holder ereof to apply for and be allotted such number of equity Shares as may be decided by e Compensation Committee at its discretion, of e nominal value of Re. 1/- each on payment of e Exercise Price during e Exercise Period. If e day of exercise happens to be a holiday as per e Company's rules, en e same will be presumed to be exercised on e previous working day of e Company. 6) The appraisal process for determining e eligibility of employees to e ESOS 2015 The eligible employees from each of e categories will be determined by e Board/Compensation Committee. a) The Company has a formal performance appraisal syem eablished wherein e performance of e employee is assessed each year on e basis of various functional and managerial parameters. The appraisal process may be revised as regular intervals by e Compensation Committee. b) Subject to e provisions contained herein, e employees will be granted Options based on one or more eligibility criteria and performance linked parameters such as work performance, technical knowledge, period of service, designation, leadership qualities, merit, future potential, contribution, conduct of e employee and such oer appropriate relevant factors. Different criteria may be applied to different positions and may be determined by e Compensation Committee from time to time. c) The Compensation Committee may also extend e benefits of ESOS 2015 to a new entrant or any exiing employee on such oer basis as it may, in its absolute discretion, deem fit. d) All employees to whom Compensation Committee has granted Options would be informed by way of a separate communication in writing or rough e electronic mail. e) On exercise of e option by e employee in accordance wi ESOS 2015, one equity share for each option would be issued and allotted by e company ANNUAL REPORT

24 f) The option which has been granted wheer veed or not, shall be adjued appropriately in case of any change in Equity Share Capital of e company by reasons of consolidation, sub-division, or conversion of shares in to ock, or oerwise so as to reflect such changes wiout any way affecting e rights of e said option holder. g) In e event of any change of outanding ordinary shares by way of a Bonus issue, Right issue, Split, Reduction, Combination and exchange of shares, Amalgamation, and merger or de-merger of e company, e Compensation Committee is empowered to appropriately adju e exercise price and/or number of Options granted to e eligible employee. 7) Maximum Number of options per employee and aggregate The maximum number of options to any single employee during e year shall be less an 1% of e issued share capital of e company at e time of grant of e options. However approval of e shareholders by way of separate resolution would be sought, in case e Company proposes to grant options to e identified employee(s) equal to or exceeding one percent of e issued share capital of e Company. 8) Maximum quantum of benefits to be provided per employee under e Scheme The number of Options at will be granted to an eligible employee will be decided by e Compensation Committee. The maximum number of Options to be issued under e Scheme per employee and in aggregate shall not exceed e limit prescribed under e SEBI Regulations and/or such oer Acts, Regulations as may be applicable from time to time. 9) Mode of Implementation: The Company will implement e ESOS 2015 its own and direct wiout setting up an irrevocable tru as it does not involve secondary acquisition of shares. 10) New Issue or Secondary Market: The Company will issue new shares under e ESOS It does not involve secondary acquisition of shares. 11) Accounting Policies The Company shall comply wi e accounting policies in respect of e Shares issued under ESOS 2015 as referred to in e SEBI (Share Based Employee Benefits) Regulations, ) Meod of Valuation The Company shall use one of e applicable meods (intrinsic value or fair value) to value its options. In case e Company calculates e employee compensation co using e intrinsic value of e ock options, e difference between e employee compensation co so computed and e employee compensation co at shall have been recognized if it had used e fair value of e options, shall be disclosed in e Directors' Report and e impact of is difference on profits and on Earnings Per Share (EPS) of e Company shall also be disclosed in e Directors Report. 13) Lock in Period There will be no lock in period. 14) Condition under which e option veed in employees may lapse a) The employees services are terminated b) The employee resigns during e veing period c) The employee resigns after veing period and do not exercise his rights. d) The employee is found guilty of any misconduct or gross negligence, which in e opinion of Compensation Committee, is sufficient to debar such employee from participation in e scheme. None of e Directors and Key Managerial Persons and eir relatives are in any way concerned or intereed financially or oerwise except to e extent of eir shareholding in e Company if any. The Board recommends e resolution at Item No. 11 & 12 for approval by e members as a Special Resolution(s). Copy of all e documents mentioned herein above would be available for inspection by e shareholders at e Regiered Office of e Company between 10:00 a.m. and 1:00 p.m. on all working days from e date hereof up to e date of e AGM. By order of e Board For UJAAS ENERGY LIMITED Place: Indore Date: ANNUAL REPORT CS Monika Choukse Company Secretary & Compliance Officer Membership No. A28563

25 Annexure A The Shareholding of Shyam Sunder Mundra, Mr. Vikalp Mundra and Mr. Anurag Mundra, eir Relatives in Ujaas Energy Limited are given below: Name No. of shares held Percentage (%) Shyam Sunder Mundra 5,55,15, Shyam Sunder Gendalal Mundra 5,28,93, Vikalp Mundra 76,95, Vikalp S Mundra 23,52, Anurag Mundra 93,96, Geeta Mundra 54,48, Vandana Mundra 18,72, Sarita Mundra 1, AnuragS Mundra 4,36, Vikalp Shyam Sunder Mundra 57,76, Total 14,13,87, Annexure B Information required under Clause 49 of e Liing Agreement & Secretarial Standard wi respect to e Directors, seeking re-appointment is as under: Name of e Director Mr. Shyam Sunder Mundra Mr. Vikalp Mundra Mr. Anurag Mundra Mr.Manish Agarwal Age 72 years 44 years 39 years 46 years Qualification Refer Explanatory Statement annexed to e notice Refer Explanatory Statement annexed to e notice Refer Explanatory Statement annexed to e notice Refer Explanatory Statement annexed to e notice Experience, terms and condition of appointment or re-appointment Refer Explanatory Statement annexed to e notice Refer Explanatory Statement annexed to e notice Refer Explanatory Statement annexed to e notice Refer Explanatory Statement annexed to e notice Remuneration La Drawn 24,00,000 21,00,000 21,00,000 NIL Date of fir appointment on e board 09 June, June, June, June, 1999 S h a r e h o l d i n g o f t h e Company Relationship wi oer Directors, Manager and oer Key Managerial Personnel ofe company Refer Annexure A annexed to e notice Refer Explanatory Statement annexed to e notice Refer Annexure A annexed to e notice Refer Explanatory Statement annexed to e notice Refer Annexure A annexed to e notice Refer Explanatory Statement annexed to e notice Nil Nil No. of Meetings of e Board attended during e year Refer Corporate Governance Report annexed to e Boards Report Refer Corporate Governance Report annexed to e Boards Report Refer Corporate Governance Report annexed to e Boards Report Refer Corporate Governance Report annexed to e Boards Report Oer Directorship Refer Corporate Governance Report annexed to e Boards Report Refer Corporate Governance Report annexed to e Boards Report Refer Corporate Governance Report annexed to e Boards Report Refer Corporate Governance Report annexed to e Boards Report Membership/Chairmanship of Committees of oer Boards Refer Corporate Governance Report annexed to e Boards Report Refer Corporate Governance Report annexed to e Boards Report Refer Corporate Governance Report annexed to e Boards Report Refer Corporate Governance Report annexed to e Boards Report ANNUAL REPORT

26 BOARD S REPORT Dear Members, Your Directors have pleasure in presenting eir 16 Annual Report on e business and operations of e company togeer wi e Audited Financial Statements and Auditors Report for e financial year ended 31 March, FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED) During e year under review, performance of your company Standalone and Consolidated is given as under: ANNUAL REPORT STANDALONE CONSOLIDATED Particulars Current Year Previous Year Current Year Previous Year Gross Revenue Net Revenue(excluding duty) Total expenditure Operating profit/(loss) Oer Income Profit before Finance co, depreciation, amortization, exceptional item and tax Finance Co Cash Profit Depreciation, amortization and product development/engineering expenses Profit(Loss) for year before exceptional item and tax Exceptional item-loss (net) Profit/(loss) before tax Tax expenses/ (credit) Profit after Depreciation & Tax Profit of e year Add: Balance brought forward from previous year Balance available for appropriation General Reserve Interim Dividend/Proposed dividend Tax on Equity dividend Balance carried to Balance Sheet STATEMENT OF COMPANY S AFFAIRS Alough all e ree subsidiaries of Ujaas are foreign subsidiaries and yet to art eir business activities, Ujaas presented its andalone as well as consolidated results in e intere of its akeholders and as good corporate practice. On e andalone basis your company's operating profit for e F.Y is Rs lakhs compared to F.Y Rs The company records Turnover of Rs again Rs in e previous year. The Company s Profit before financial co, depreciation, amortization, exceptional item and tax is Rs Lacs as compared to Rs Lacs in e previous year. The reduced turnover in e business is due to many external reasons in previous year like fear of Anti Dumping Duty on Solar Modules (This fear did not materialize finally); Political Uncertainty due to general election; Delayed order on 3rd amendment on Solar REC by CERC (Order came on 31 Dec. 2014); Poor enforcement of Renewable Purchase Obligation.(RPO) etc.

27 Furer Solar is a long term business and cannot be viewed by traditional approach of Quarter to Quarter results. We underand at your company would be able to create value for its all ake holders in medium to long term. The segment wise revenue details are also given in e below table: REVENUE FROM DIFFERENT SEGMENTS Yearly Revenue (Amount in Rs. Lacs) Solar Power Plant Operation Business Manufacturing and sale of solar power syem Transformers Manufacturing CONSOLIDATED FINANCIAL STATEMENTS In accordance wi e Accounting andard AS-21 on consolidated financial atement, Your directors provide e Audited Consolidated Financial atements in e Annual Report. DIVIDEND Considering e Company s Financial Performance, e Directors have recommended a dividend of Rs per equity share i.e. 5%(F.Y : 20%) on e equity paid-up capital of 20,00,00,000 Equity Shares of face value Re.1/- each, subject to approval of e members at e ensuing Annual General Meeting. AMOUNT TRANSFERRED TO RESERVES The appropriation to General Reserve for e Financial Year is of Rs Cr. from e Company s profit. AWARD AND RECOGNITION: Your Directors are once again delighted to share at your Company has been awarded by Forbes Asia Be Under a Billion Award in Plaza Aénée Bangkok, Thailand in December The award was received by your Joint Managing Director Mr. Vikalp Mundra and Vice President Projects Mr. Amit Neema. The unranked li is comprised of 200 top-performing Asia-Pacific companies, selected from a pool of 17,000 publicly lied companies wi revenues between USD 5 million and USD 1 billion. According to Forbes, eligible companies mu not only be profitable; ey mu also be consiently growing, and wi mode indebtedness. Candidates mu also be free from major legal trouble and queionable accounting or management practices. The Be Under a Billion Dollar Li is not ju a compilation of top performers in e technology indury. Raer, it is a li at covers all induries, such as manufacturing, conruction, software and so for. It was also featured in Business Today Magazine as emerging company of 2015 in e edition of July DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES As on 31 March, 2015, your company has ree subsidiaries named Ujaas Energy HK Ltd. ( Regiered at Honk Kong), Eizooba Energy One Ltd. (Regiered at Republic of Uganda) and Ujaas Energy Ltd.( Regiered at RAK Offshore Dubai). Out of e above ree subsidiaries, two are wholly owned subsidiaries. Alough all e ree subsidiaries are yet to commence eir businesses. Report on e performance and financial position of each of e subsidiaries are enclosed in AOC-1 as Annexure-1. Furer policy for determining material subsidiaries is also formulated by e Company, which is available on our website SHARE CAPITAL The paid up Equity Share capital of e Company as at March 31, 2015 ood at Rs.20,00,00,000 (Rupees Twenty Crore). During e year under review e Company has not issued shares wi differential voting rights nor has granted any ock option or sweat equity. As on 31 March, 2015, none of e Directors of e Company hold inruments convertible into equity shares of e Company. EXTRACT OF ANNUAL RETURN The extract of Annual Return, in format MGT -9, for e Financial Year has been enclosed wi is report as Annexure- 2. NUMBER OF BOARD MEETINGS During e Financial Year , meetings of e Board of Directors of e Company were held 8 times. The gap between two Meetings did not exceed one hundred and twenty days. Furer, e Annual General Meeting was held on Friday, ANNUAL REPORT

28 September, Detailed information on e meetings of e Board, its Committees and e AGM is included in e Report on Corporate Governance, which forms part of is Annual Report. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Loans Guarantees and Invements as covered under section 186 of e Companies Act, 2013 forms part of e notes to e Financial Statements of e Company provided in is Annual Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES During e financial year e Company did not enter into any contract or arrangements wi its related parties referred to in Section 188(1) of e Companies Act STATUTORY AUDITORS M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (Firm Reg. No. 0743C), Statutory Auditors of e Company, hold office till e conclusion of e ensuing Annual General Meeting and are eligible for re-appointment subject to ratification by e members of e Company at e ensuing Annual General Meeting. As per e provisions of Section 139 of e Companies Act, 2013 and e Rules framed ereunder, e Audit Committee of e Board has recommended to ratify e re-appointment of M/s. Ashok Khasgiwala & Co., Chartered Accountants, as atutory auditors of e Company for e Financial year Your Company has received written consent and certificate ating at ey satisfy e criteria provided under Section 141 of e Companies Act, 2013 read wi e Companies (Audit & Auditors) Rules, AUDITORS REPORT There are no qualifications, reservations, or adverse remarks in e Auditors Report. COST AUDITORS M/s. Vijay P. Joshi & Associates, Co Accountants, (Firm Regiration No.00267) Indore, has been appointed as e Co Auditors of e Company for e Financial Year on e recommendations made by e Audit Committee in terms of requirement of Section 148 read wi Companies (Audit and Auditors) Rules, 2014, being e electricity generating company. The remuneration proposed to be paid to e Co Auditors, subject to e ratification by e members at e ensuing Annual General Meeting, would be Rs. 50,000/- plus Service Tax and out of pocket expenses. Necessary resolution seeking your ratification for e proposed remuneration to be paid to e Co Auditor has already been included under Sr. No.6 in e notice of e Annual General Meeting. The Co Compliance Report of our Company for e Financial Year ended 31 March, 2014, was filed wi e Miniry of Corporate Affairs SECRETARIAL AUDIT REPORT Pursuant to e provisions of Section 204 of e Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, e company has appointed M/s. Ashish Karodiya, Practicing Company Secretary, to undertake as e Secretarial Audit of e company. Secretarial Audit Report in prescribed format MR 3 is annexed as Annexure 3 to e Boards Report. There are no qualifications, reservations or adverse remarks in e Secretarial Audit Report. DEPOSITS: Your Company has not accepted any deposit wiin e meaning of provisions of Section 73 of Companies Act, 2013 read wi e Companies (Acceptance of Deposits) Amendment Rules, CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under sub-section (3) (m) of Section 134 of e Companies Act, 2013 read wi Rule (8)(3) of e Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering e nature of activities undertaken by e Company during e year under review. On a Standalone & Consolidated basis, e foreign exchange earnings of your Company during e year under review amounted to Rs.2.63 Lacs (Previous Year Nil) received as intere from subsidiary Companies. The foreign exchange outflow during e year was Rs Lacs (previous year Rs Lacs). DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Pursuant to Section 149 of e Companies Act, 2013, 152, Schedule IV and oer applicable provisions, if any, of e Companies Act, 2013 read wi Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Aarti Jhaveri (DIN ), Mr. Santosh Muchhal (DIN ) and Mr. Rajiva Srivaava (DIN ) were appointed as Independent Directors on e Board of Directors of your Company at e 15 Annual General Meeting held on 26 September, 2014 to hold office up to Two (2) consecutive years upto March 31, 2016 wi e period of office not liable to determination by retirement by rotation ANNUAL REPORT

29 In terms of Section 203 of e Act, e following were designated as Key Managerial Personnel of your Company by e Board w.e.f. 29 May, 2014: 1. Mr. S.S. Mundra Chairman & Managing Director 2. Mr. Vikalp Mundra Joint Managing Director 3. Mr. Anurag Mundra Joint Managing Director & CFO 4. Ms. Monika Choukse Company Secretary & Compliance Officer In accordance wi e provisions of Section 152 of e Companies Act, 2013 and e Company s article of association, Shri Vikalp Mundra ( ), Joint Managing Director will retire by rotation at e forcoming Annual General Meeting and being eligible offers himself for re-appointment. The brief resume of e Directors and oer related information has been provided in e notes to e Notice convening 16 AGM. Your Directors recommend eir re-appointment. During e year , Mr. Nilesh Rai and Mr. Narendra Beli, Independent Directors of e Company resigned from e po of Directors of e Company. Your Board places on record eir deep appreciation for e valuable contributions made by em during eir tenure as Directors of e Company. Furer, during e financial year , Mr. Manish Agrawal was appointed as an additional director (Independent) of your Company at e meeting of e Board of Directors held on 14 November 2014, who holds office upto e date of e ensuing Annual General Meeting. The Nomination and Remuneration Committee has recommended his appointment as an Independent Director of e Company. Necessary resolution seeking e approval of e members for his appointment for a term of (2) Two years has been proposed in e Notice convening e ensuing Annual General Meeting. DISQUALIFICATIONS OF DIRECTORS During e year, declarations received from all e Directors of e Company pursuant to Section 164 of e Companies Act, The Board apprised e same and found at none of e director is disqualified from holding office as director. DECLARATION BY INDEPENDENT DIRECTOR The Company has received necessary declaration from each independent director under Section 149(9) of Companies Act 2013, at she/he meets e criteria of Independence laid down in Section 149(6) of Companies Act 2013, and Clause 49 of Liing Agreement. MEETING OF INDEPENDENT DIRECTORS The Independent Directors met once during e year under review. The Meeting was conducted in an informal manner wiout e presence of e Chairman, e Whole Time Director, e Non-Executive Non-Independent Directors and e Chief Financial Officer. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS As per Clause 49 e company needs to educate its Independent Director regarding e working and product/services provided by e company. The details of at familiarization programme for Independent Directors have been disclosed on website of e Company COMMITTEE OF BOARD As per e requirement of Companies Act, 2013 and Clause 49 of Liing Agreement, every lied company wi oer specified class of companies are required to conitute certain committees consiing of Board Members on mandatory basis. Currently, your Company have e following mandatory committees wi oer committees: 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee 4. Compensation Committee 5. Corporate Social Responsibility Committee The above committees of your company are conituted in compliance of applicable sections of Companies Act and Clause 49 of e Liing Agreement. The detailed conitution of all e above committees are given in e Corporate Governance Report forming part of is Annual Report. The primary objective of forming committees is to monitor and provide an effective supervision on Management s financial reporting process, to ensure accurate and timely disclosures, wi e highe level of transparency, integrity and quality of financial reporting ANNUAL REPORT

30 The Audit Committee recommended appointment of one of e employee of e Company to act as an Internal Auditor and e same was denied by e Board wi e reason at e employee already handling various responsibilities inclusive of Taxation. In view of e Board it is better to appoint some external agency as Internal Auditor so at e process and syem can be improved. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM The Vigil Mechanism of e Company, which also incorporates a while blower policy in terms of e Liing Agreement, includes an Eics & Compliance Task Force comprising senior executives of e Company. The While Blower Policy for Employees has been implemented in order to encourage employees to genuinely blow e while on any misconduct or uneical activity taking place in e Company. Protected disclosures can be made by a while blower rough an to e Chairman of e Audit Committee. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134 (3)(c) of e Companies Act, 2013, your directors, to e be of eir knowledge and ability, confirm at: a) in e preparation of e annual accounts for e year ended March 31, 2015, e applicable accounting andards read wi requirements set out under Schedule III to e Act, have been followed and ere are no material departures from e same; b) e Directors have approved e accounting policies and have applied consiently and made judgment and eimates at are reasonable and prudent so as to give a true and fair view of e ate of affairs of e Company as at March 31, 2015 and of e profit of e Company for e year ended on at date; c) proper and sufficient care has been taken for e maintenance of adequate accounting records in accordance wi e provisions of is Act for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities; d) e annual accounts have been prepared on a going concern basis; e) proper internal financial controls are followed by e Company and at such financial controls are adequate and are operating effectively; and f) proper syems to ensure compliance wi e provisions of all applicable laws were in place and such syems are adequate and operating effectively. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS Pursuant to e provisions of e Companies Act, 2013 and Clause 49 of e Liing Agreement, e Board has carried out an annual evaluation of its own performance, performance of its Directors individually as well as e evaluation of e working of its Committees. The evaluation of all e directors and e Board as a whole was conducted based on e criteria and framework adopted by e Board. The evaluation process has been explained in e Corporate Governance Report section which forms part of is report. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY The objective of e Corporate Social Responsibility Policy of your company is to improve e quality of life of e community rough long term value creation for all akeholders. We focused on improving e quality of life of ose communities in whose vicinity our solar power plants operates rough organizing heal check-up camps, promoting education, and developing improved basic facilities. Referring to e PM s address to e Nation on 15 Augu, 2014, his clarion call to e corporate world to join hands to provide clean toilet facility for girls in each and every school of e country irrespective of its location, motivated us to initiate Ek Kadam Swasa Bharat Ki Aur program. We have conructed well equipped Washroom at Balika Chatrawas Rojhani Govt. School for girls in e vicinity of village Rojhani (Dirict Agar). Here almo 100 girls reside and is is e only girl s hoel in e ambit of around 10 villages. Under e program we had also organized Medical Camp for villagers and school udents where around 300 people diagnosed. Furer to motivate and promote school education in villages from pa few years we diribute good quality school bags wi ationery items to e udents of government schools. As per our previous disclosure we joined hands wi Barli Development Initute for Rural Women, which conducts residential training program for rural, village and tribal women for educating em basic akshar gyan. Company has provided 4KW Roof top Solar Syem to e initute and also participated at various programs conducted for e upliftment of Women. Company has also joined hands and provided funds to various organisations like Friends of Tribal Society, Sahaj Marg Sprituality Foundation, Maheshwari Jansewa Tru for promoting school education and betterment of society at large. The details of e amount spent on CSR is enclosed in Annexure ANNUAL REPORT

31 RISK MANAGEMENT POLICY Risk management refers to e practice of identifying potential risks in advance, analyzing em and taking precautionary eps to reduce/curb e risk. The Company is exposed to inherent uncertainties owing to e sectors in which it operates and erefore it become very crucial for an organisation to give due importance to risk management. A key factor in determining a company s capacity to create suainable value is e risks at e company is willing to take (at rategic and operation all levels) and its ability to manage em effectively. Many risks exi in a company s operating environment and ey emerge on a regular basis. The Company's Risk Management processes focuses on ensuring at ese risks are identified on a timely basis and addressed. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS Your company have suitable internal financial control and compliance syems and e reviews performed by Management and e relevant Board Committees and as per e work performed by e internal, atutory, co auditors, secretarial auditors and external consultants, e Board is of e opinion at e Company s internal financial controls were adequate and effective during e financial year The company s internal control syem is commensurate wi its size, scale and complexities of its operations; e internal audit was entrued to M/s S. K. Malani & Company, Chartered Accountants. The main ru of internal audit is to te and review controls, appraisal of risks and business processes, besides bench marking controls wi be practices in e indury. The audit committee of e board of directors actively reviews e adequacy and effectiveness of e internal control syems and sugges improvements to rengen e same. The company has a robu management information syem, which is an integral part of e control mechanism. The audit committee of e board of directors, atutory auditors and e business heads are periodically apprised of e internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to e Board of director. Significant audit observations and corrective actions taken by e management are presented to e audit committee of e board. To maintain its objectivity and independence, e internal audit function reports to e chairman of e audit committee. REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS Corporate governance is creation and enhancing long-terms suainable value for e akeholders rough eically driven business process. We, at Ujaas, ensure at we evolve and follow e corporate governance guidelines and be practices. We consider it our inherent responsibility to disclose timely and accurate information regarding our financial and performance as well as e leadership and governance of e Company. The Company is committed to maintain e highe andards of corporate governance and adhere to e corporate governance requirements set out by SEBI. The Company has also implemented several be corporate governance practices as prevalent globally. The report on Corporate Governance as ipulated under e Liing Agreement forms an integral part of is Report. The requisite certificate from e Auditors of e Company confirming compliance wi e conditions of corporate governance is attached to e report on Corporate Governance. Furer as per Clause 49 Corporate Governance Report and Management Discussion and Analysis Report is enclosed in is report. CODE OF CONDUCT The Company has laid down a code of conduct for all Board members and senior management and independent directors of e Company. All e Board members including independent directors and senior management personnel have affirmed compliance wi e code of conduct declaration by Chairman and Managing Director wi regard to compliance wi e said code, forms part of is Annual report. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES: In accordance wi Section 178 and oer applicable provisions if any, of e Companies Act, 2013 read wi e Rules issued ere under and Clause 49 of e Liing Agreement, e Board of Directors formulated e Nomination and Remuneration Policy of your Company on e recommendations of e Nomination and Remuneration Committee. An extract of e policy covering ese requirements is provided as Annexure 5 of Board report. Information required under Section 197 of e Companies Act, 2013 read wi Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as Annexure 6 None of e employees of e company is drawing more an Rs.60,00,000/- per annum or Rs.5,00,000/- per mon for e part of e year, during e year under review erefore Particulars of e employees as required under Section 197 of Companies Act, 2013 read wi rule 5 (2) & rule 5 (3) of Companies (appointment and remuneration) Rules 2014 are not applicable, during e year under review. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line wi e requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, An Internal Complaints Committee (ICC) has been set ANNUAL REPORT

32 up to redress e Complaint received regarding sexual harassment. All Women employee (permanent, temporary, contractual and trainee) are covered under is policy. There was no case of sexual harassment reported during e year under review. ELECTRONIC CONNECTIVITY: Your Company s shares are tradable compulsorily in electronic form and your Company has connectivity wi bo e Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). M/s. Bigshare Services Pvt. Ltd., Mumbai is our regirar for electronic connectivity wi NSDL and CDSL. In view of e numerous advantage offered by e Depository Syem, members are requeed to avail of e facility of Dematerialization of e Company s shares on eier of e Depositories mentioned as aforesaid. LISTING OF SHARES Company s shares are lied wi BSE Limited and National Stock Exchange of India Limited. The company has paid annual liing fee for financial year of bo e ock exchanges in time. INDUSTRIAL RELATIONS: Company s Indurial relations continued to be healy, cordial and harmonious during e period under review. INSURANCE: The Company has taken adequate insurance cover for all its movable & immovable assets for various types of risks. GENERAL DISCLOSURES: Ø There are no significant and/or material orders passed by e Regulators or Courts or Tribunals impacting e going concern atus of e Company. Ø No material changes and commitments affecting e financial position of e company have occurred between e end of e financial year to which e financial atements relate and e date of is directors report. Ø Business responsibility reporting as required by clause 55 of e liing agreement wi ock exchange is not applicable to your company for e financial year ending 31 March ENVIRONMENT AND SAFETY The Company is conscious of e importance of environmentally clean and safe operations. The Company s policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources ACKNOWLEDGMENT On behalf of e Directors of e Company, I would like to place on record our deep appreciation to our Shareholders, Cuomers, Business Partners, Vendors, bo international and domeic, Bankers, Financial Initutions and Academic Initutions. Your Directors also wish to place on record eir sincere anks to e Government of India and e various Miniries, e State Governments and e various Miniries, e Central and State Electricity Regulatory auorities, communities in e neighbourhood of our operations, Municipal and local auorities in areas where we are operational. For & On Behalf of e Board Place: Indore Dated: S.S. Mundra Chairman & Managing Director DIN : ANNUAL REPORT

33 Form AOC-1 (Pursuant to fir proviso to sub -section(3) of section 129 read wi rule 5 of Companies(Accounts)Rules, PART A :Subsidiaries 1. Sl. No Name of e Subsidiary Ujaas Energy HK Limited Eizooba Energy Ujaas Energy One Limited Limited* 3. Reporting period for e subsidiary March 31, 2015 March 31, 2015 March 31, 2015 concerned, if different from e holding company s reporting period 4 a) Reporting currency INR HKD INR UGX (in lacs) (In million) (in lacs) (in million) - b) Exchange rate as on e la date of e relevant Financial year in e case 1 INR = HKD 1 INR = UGX - of foreign subsidiaries 5. Share Capital Reserve & Surplus Total Assets Total Liabilities Invements NIL NIL NIL NIL Turnover NIL NIL NIL NIL Profit before taxation Provision for taxation NIL NIL NIL NIL Profit after taxation Proposed Dividend NIL NIL NIL NIL % of shareholding 100% 100% *Still no fund deployed from e company. NOTES: All e ree companies are yet to commence eir business operations ANNUAL REPORT

34 Annexure 2 Form No.MGT-9 EXTRACT OF ANNUAL RETURN FOR THE FINANCIAL YEAR ENDED ON 31 March, 2015 I. REGISTRATION AND OTHER DETAILS: [Pursuant to section 92(3) of e Companies Act,2013 and rule12(1) of e Companies (Management and Adminiration)Rules, 2014] i. CIN L31200MP1999PLC ii. Regiration Date 09 June, 1999 iii. Name of e Company Ujaas Energy Limited (Formerly Known as M and B Switchgears Limited) iv. Category/Sub-Category of e Company Company limited by shares/indian Non-Government Company v. Address of e Regiered office and Survey No.211/1,Opp Sector-C & Metalman, Sanwer Road contact details Indurial Area, Indore (M.P.) vi. Wheer lied company Yes vii. Name, Address and Contact details of M/s Bigshares Services Pvt. Ltd. Regirar and Transfer Agent, if any E-2 and 3, Ansa Indurial Eate, Saki-Vihar Road, Sakinaka, Andheri(E),Mumbai , Maharashtra, India. Tel: II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All e business activities contributing 10% or more of e total turnover of e company shall be ated:- Sl. Name and Description NIC Code of e % to total turnover No. of main products/ services Product/ service of e company 1 Solar Power Plant Operation Business Manufacturing and sale of solar power syem III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. Name and Address of e Company CIN/GLN Holding/ Subsidiary %of shares held Applicable No. /Associate Section 1. Ujaas Energy HK Ltd. Not applicable, Subsidiary 100% Sec. 2(87) Add.:Unit U,1/F,Mau Lam Comm. Foreign Company Bldg,16-18 Mau Lam Street Jordan, KLN,HongKong 2. Eizooba Energy One Ltd. Not applicable, Subsidiary 100% Sec. 2(87) Republic of Uganda Foreign Company 3. Ujaas Energy Ltd. Not applicable, Subsidiary NIL Sec. 2(87) Add: Off.167,owned by Dubai National Foreign Company Insurance & Reinsurance, Bur Dubai Alwari,49095,Dubai (U.A.E) ANNUAL REPORT

35 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Shareholding Category of No. of Shares held at e No. of Shares % Shareholders beginning of e year held at e end of e year Change during Demat Physical Total % of Total Demat Physical Total % of Total The Shares Shares year A. Promoter 1) Indian a) Individual/ HUF b) Central Govt c) State Govt(s) d) Bodies Corp e) Banks / FI f) Any Oer i.directors Relatives ii.group Companies iii.trus SUB TOTAL(A)(1) ) Foreign g) NRIs-Individuals h) Oer-Individuals i) Bodies Corp j) Banks / FI k) Qualified Foreign Inveor k) Any Oer(Specify) Sub-total(A)(2): Total holding for promoters (A)=(A)(1)+A)(2) Total (A)+(B) B. Public Shareholding 1. Initutions a) Mutual Funds/UTI b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies ANNUAL REPORT

36 g) FIIs (0.18) h) Foreign Venture Capital Funds i) Oers (specify) Sub-total (B)(1) (0.07) 2. Non Initutions a) Bodies Corp (3.55) b) Individuals (i) Individual shareholders holding nominal share capital up to Rs. 1 lakh (ii) Individual (4.43) shareholders holding nominal share capital in excess of Rs 1 lakh c)qualified Foreign Inveor d) Any oers(specify) i) Trus ii) Clearing Member (1.87) iii) Directors Relatives iv) Employee v) N.R.I vi) Overseas Bodies Corporate vii) Unclaimed Suspense Account Sub-total(B)(2) Total Public Shareholding (B)=(B)(1)+ (B)(2) Total(A)+(B) C.Shares held by Cuodian for GDRs & ADRs SUB TOTAL(C)(1) Grand Total (A+B+C) (ii) Change in Promoters Shareholding: There is no change in e shareholding of Promoters. Sl No. Shareholding at e Shareholding at e beginning of e year end of e year No. of shares %of total shares No. of shares % of totalshares of e company of e company At e beginning of e year At e End of e year ANNUAL REPORT

37 iii) Shareholding of Promoters Shareholder s Name Shareholding at e Shareholding at e % change beginning of e year end of e year in share No. of % of total %of Shares No. of % of total %of Shares holding Shares Shares of Pledged / Shares Shares of Pledged / during e e encumbered e encumbered year company to total company to total shares shares 1. Shyam Sunder Mundra Shyam Sunder Gendalal Mundra Anurag Mundra Vikalp Mundra Vikalp Shyam Sunder Mundra Geeta Mundra Vikalp S Mundra Vandana Mundra Anurag S Mundra Sarita Mundra Total (iv) Shareholding pattern of top ten shareholders (oer an directors, promoters and holders of GDRs and ADRs): Sl. Name of Shareholders Shareholding Cumulative Shareholding No. during e year 1. RELIGARE FINVEST LTD ANNUAL REPORT No. of Shares % of Total No. of Shares % of Total Shares of Shares of e Company e Company At e beginning of e Year Bought during e year Sold during e Year At e end of e Year PEARS VANIJYA PRIVATE LIMITED At e beginning of e Year Bought during e year Sold during e Year At e end of e Year ARCADIA SHARE & STOCK BROKERS PVT LTD At e beginning of e Year Bought during e year Sold during e Year At e end of e Year AMITABH HARIVANSH RAI BACHCHAN At e beginning of e Year Bought during e year Sold during e Year

38 At e end of e Year CAROL SECURITIES PRIVATE LTD At e beginning of e Year Bought during e year Sold during e Year At e end of e Year QUEST PORTFOLIO SERVICES PVT LTD At e beginning of e Year Bought during e year Sold during e Year At e end of e Year ALKA MITTAL At e beginning of e Year Bought during e year Sold during e Year At e end of e Year NATWAR LAL NEEMA At e beginning of e Year Bought during e year Sold during e Year At e end of e Year PRITI NEEMA At e beginning of e Year Bought during e year Sold during e Year At e end of e Year PARAM CAPITAL RESEARCHPVT. LTD. At e beginning of e Year Bought during e year Sold during e Year At e end of e Year KETAN RAMBHAI GORANIA At e beginning of e Year Bought during e year Sold during e Year At e end of e Year SARBA MANGALAM FINETEX PVT.LTD. At e beginning of e Year Bought during e year Sold during e Year At e end of e Year ANNUAL REPORT

39 13. INOX VANIJYA PRIVATE LIMITED At e beginning of e Year Bought during e year Sold during e Year At e end of e Year FORT SHARE BROKING PVT LTD At e beginning of e Year Bought during e year Sold during e Year At e end of e Year PRATEEK D AGRAWAL At e beginning of e Year Bought during e year Sold during e Year At e end of e Year INTEGRATED MASTER SECURITIES (P) LTD At e beginning of e Year Bought during e year Sold during e Year At e end of e Year (v) Shareholding of Directors & Key Managerial Personnel: Sl Name of shareholder Shareholding at Date Reason Increase Cumulative Shares No. e beginning /Decrease in during e year of e year shareholding ( ) No. of % of No. of % of total No. of % of Shares total shares of e Shares total shares of Company shares e of e Company Company 1. Shyam Sunder Mundra /03/15 At e end of e year 2. Vikalp Mundra /03/15 At e end of e year 3. Anurag Mundra /03/15 At e end of e year 4. Monika Choukse /03/15 At e end of e year ANNUAL REPORT

40 V. INDEBTEDNESS Indebtedness of e Company including intere outanding/accrued but not due for payment Indebtedness at e beginning of e financial year (Amount in Lacs) Secured Loans Unsecured Deposits Total excluding deposits Loans Indebtedness i) Principal Amount ii) Intere due but not paid iii) Intere accrued but not Total(i+ii+iii) Change in Indebtedness during e financial year - Addition Reduction Net Change Indebtedness at e end of e financial year i) Principal Amount ii) Intere due but not paid iii) Intere accrued but not due Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager Sl. Particulars of Remuneration Name of MD/WTD/ Manager TotalAmount No. Shyam Sunder Mundra Vikalp Mundra Anurag Mundra 1. Gross salary (a) Salary as per provisions 24,00,000 21,00,000 21,00,000 66,00,000 containedinsection17(1) of e Income-tax Act,1961 (b) Value of perquisites u/s 17(2)Income-tax Act, (c) Profits in lieu of salary undersection17(3)income- tax Act, Stock Option NIL NIL NIL NIL 3. Sweat Equity NIL NIL NIL NIL 4. Commission - as%of profit oers,specify NIL NIL NIL NIL 5. Oers, please specify NIL NIL NIL NIL Total(A) NIL NIL NIL NIL Ceiling as per e Act 90,00,000 90,00,000 90,00,000 2,70,00, ANNUAL REPORT

41 B. Remuneration to oer directors: Sl Particulars of Remuneration Name of Directors Total No. Amount 1. Independent Directors: Santosh Nilesh Narendra Aarti Rajiva Manish Muchhal Rai Beli Jhaveri Srivaava Agrawal i. Fee for attending Board Committee Meetings 1,22,000 10,000 7,000 52,000 70,000 22,000 2,83,000 ii. Commission NIL NIL NIL NIL NIL NIL NIL iii. Oers, specify NIL NIL NIL NIL NIL NIL NIL Total(1) 1,22,000 10,000 7,000 52,000 70,000 22,000 2,83, Oer Non-Executive Directors: NIL NIL NIL NIL NIL NIL NIL i. Fee for attending Board Committee Meetings NIL NIL NIL NIL NIL NIL NIL ii. Commission NIL NIL NIL NIL NIL NIL NIL iii. Oers, specify NIL NIL NIL NIL NIL NIL NIL Total(2) NIL NIL NIL NIL NIL NIL NIL Total(B)=(1+2) 1,22,000 10,000 7,000 52,000 70,000 22,000 2,83,000 Total Managerial Remuneration 1,22,000 10,000 7,000 52,000 70,000 22,000 2,83,000 Overall ceiling as per e Act C. Remuneration to Key Managerial Personnel Oer Than MD /Manager /WTD Sl. Particulars of Remuneration N.A Key Managerial Personnel No. Company Secretary CFO Total 1. Gross salary (a) Salary as per provisions contained in 4,20,000 21,00,000 25,20,000 section17(1)of e Income-tax Act,1961 (b) Value of perquisites u/s 17(2)Income-tax Act, (c) Profits in lieu of salaryundersection17(3) Income-tax Act, Stock Option NIL NIL NIL 3. Sweat Equity NIL NIL NIL 4. Commission -as%of profit oers,specify NIL NIL NIL -5. Oers,please specify NIL NIL NIL Total 4,20,000 21,00,000 25,20,000 VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: Type Section of e Brief Details of Penalty/ Auority [RD/ Appeal Companies Act Description Punishment/ NCLT/COURT] made if Compounding fees any (give imposed Details) A. COMPANY Penalty NIL NIL NIL NIL NIL ANNUAL REPORT

42 Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL B. DIRECTORS Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL C. OTHER OFFICERS IN DEFAULT Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL *Their were no penalties/punishment imposed on company & none of e offenses were compounded. Annexure 3 Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2015 [Pursuant to section 204(1) of e Companies Act, 2013 and rule no.9 of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, UJAAS ENERGY LIMITED CIN- L31200MP1999PLC Survey No. 211/1, Opp. Sector - C & Metalman, Sanwer Road Indurial Area, Indore, Madhya Pradesh We have conducted e secretarial audit of e compliance of applicable atutory provisions and e adherence to good corporate practices by UJAAS ENERGY LIMITED (hereinafter called e Company) having CIN- L31200MP1999PLC Secretarial Audit was conducted in a manner at provided us a reasonable basis for evaluating e corporate conducts/atutory compliances and expressing our opinion ereon. Based on our verification of e Company s books, papers, minute books, forms and returns filed and oer records maintained by e Company and also e information provided by e Company, its officers, agents and auorized representatives during e conduct of secretarial audit, we hereby report at in our opinion, e Company has, during e audit period covering e financial year ended on 31 March 2015, complied wi e atutory provisions lied hereunder and also at e Company has proper Board-processes and compliance-mechanism in place to e extent, in e manner and subject to e reporting made hereinafter: We have examined e books, papers, minute books, forms and returns filed and oer records maintained by UJAAS ENERGY LIMITED for e financial year ended on 31 March, 2015 according to e provisions of: i. The Companies Act, 2013 (e Act) and e rules made ereunder; ii. The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and e rules made ereunder; iii. The Depositories Act, 1996 and e Regulations and Bye-laws framed ereunder; iv. Foreign Exchange Management Act, 1999 and e rules and regulations made ereunder to e extent of Foreign Direct Invement, Overseas Direct Invement and External Commercial Borrowings; v. The following Regulations and Guidelines prescribed under e Securities and Exchange Board of India Act, 1992 ( SEBI Act ):- a. The Securities and Exchange Board of India (Subantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not applicable as e Company has not issued any kind of securities during e period under scrutiny ANNUAL REPORT

43 d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not applicable as e Company does not have any Employee Stock Option Scheme and Employee Stock Purchase Scheme. e. The Securities and Exchange Board of India (Issue and Liing of Debt Securities) Regulations, 2008; Not applicable as e Company does not have any lied debt securities. f. The Securities and Exchange Board of India (Regirars to an Issue and Share Transfer Agents) Regulations, 1993 regarding e Companies Act and dealing wi client; g. The Securities and Exchange Board of India (Deliing of Equity Shares) Regulations, 2009; and Not applicable as e Company has not delied its equity shares from any ock exchange during e financial year under review. h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not applicable as e Company has not bought back any of its securities during e financial year under review. vi. The laws as are applicable specifically to e Company are as under: a) The Environment (Protection) Act, 1986; b) The Water (Prevention and Control of Pollution) Act, 1974; c) The Air (Prevention and Control of Pollution) Act, 1981; d) The Hazardous Wae (Management, Handling & Trans boundary Movement) Rules, 2008 e) Factories Act, 1948 f) Indurial Disputes Act, 1947 g) The Payment of Wages Act, 1936 h) The Minimum Wages Act, 1948 i) The Employees State Insurance Act, 1948 j) The Employee Provident Fund And Miscellaneous Provision Act, 1952 k) The Payment of Bonus Act, 1965 l) The Payment of Gratuity Act, 1972 m) Contract Labour (Regulation And Abolition) Act, 1970 n) The Indurial Employment (Standing Orders) Act, 1946 o) The Maternity Benefit Act, 1961 p) The Child Labour Prohibition and Regulation Act, 1986 q) The Employees Compensation Act, 1923 r) The Apprentices Act, 1961 s) Equal Remuneration Act, 1976 t) The Employment Exchange (Compulsory Notifications of Vacancies) Act, 1956 u) Workmen compensation Act 1923 v) Building & oer conruction workers Act 1996 w) The Madhya Pradesh Shops and Eablishments Act, 1958 We have also examined compliance wi e applicable clauses of e following: (i) Secretarial Standards issued by The Initute of Company Secretaries of India. Not applicable as not notified during e period under review (ii) The Liing Agreements entered into by e Company wi BSE Limited and The National Stock Exchange of India Limited; During e period under review e Company has complied wi e provisions of e Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above ANNUAL REPORT

44 We furer report at: - The Board of Directors of e Company is duly conituted wi proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in e composition of e Board of Directors at took place during e period under review were carried out in compliance wi e provisions of e Act. Adequate notice is given to all Directors to schedule e Board Meetings, agenda and detailed notes on agenda were sent generally for seeking and obtaining furer information and clarifications on e agenda items before e meeting and for meaningful participation at e meeting. Majority decision is carried rough while e dissenting members views, if any, are captured and recorded as part of e minutes. Note: We furer report at ere are adequate syems and processes in e Company which commensurate wi e size and operations of e Company to monitor and ensure compliance wi applicable laws, rules, regulations and guidelines. We furer report at during e audit period:- 1. The Members have accorded eir consent in e meeting held on 29 September 2014 rough poal ballot for e following: a. to adopt new set of Articles of Association of e Company containing regulations in line wi e Companies act, b. to borrow any sums of money pursuant to Section 180(1)(c) of e Companies Act, 2013, at may exceed e aggregate of paid-up share capital and free reserves of e Company provided at e total amount so borrowed and outanding at any one time shall not exceed Rs Crores. c. to mortgage and/or charge in terms of Section 180(1)(a) of e Companies Act, 2013, all e immovable and movable properties, present and future, pertaining to e undertaking of e Company and e whole or subantially e whole of e said undertaking wi e right to takeover e management and concern of e undertaking in favour of financial initutions, banks and oers to secure eir respective borrowings. d. to approve and retain e consent to sell, lease or dispose-off e undertakings of e company 2. The Members have accorded eir consent to e Board of Directors at e Annual General Meeting held on September 26, 2014 to carry on e ordinary businesses, appointment of Independent Directors and appointment of co auditor of e Company. CS Ashish Karodia M No CP 6375 On 20 May 2015 At Indore ANNUAL REPORT

45 Annexure 4 Corporate Social Responsibility(CSR) [Pursuant to clause (o) of sub-section (3) of section 134 of e Act and Rule 9 of e Companies (Corporate Social Responsibility) Rules, 2014] A brief outline of e Company s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to e web-link to e CSR policy and projects or programs The Composition of e CSR Committee. Report Amount in Lakhs Refer Corporate Governance Average net profit of e company for la ree financial years 21,77.35 Prescribed CSR Expenditure (two per cent of e amount as in item 3 above) Details of CSR spent during e financial year (a) Total amount to be spent for e financial year; (b) Amount unspent, if any (c) Manner in which e amount spent during e financial year is detailed below. Annexure -A Annexure-A S.No CSR project or Sector in Projects or Amount outlay Amount Cumulative Amount activity identified. which e Project programs (budget) spent on expenditure spent is covered (1) Local area project e projects upto e direct or or oer or programs or programs reporting rough (2) Specify wise Sub Head: period implementing e State & (1)Direct agency dirict where Expenditure projects or on projects programs or programs. was undertaken (2)Overheads 1. Barli Development Initute for Improving education Indore, (M.P) 5,00,000 1,94,504 1,94,504 Direct Rural Women. of Rural Women 2. Mahesh Janseva Tru Heal & Hygiene Sector Indore (M.P.) 5,00,000 5,00,000 5,00,000 Direct 3. A B Maheshwari Educational Promoting Education Indore (M.P.) 2,00,000 2,00,000 2,00,000 Direct Tru among children 4. Balika Chatrawas Rojani Heal & Hygiene Village Rojhani, 2,90,014 1,95,362 1,95,362 Direct connected to Govt. School sector Dirict- Aagar Rojhani (M.P.) 5. Maheshwari Manglik Bhawan Welfare of Society Indore (M.P) 1,00,000 1,00,000 1,00,000 Direct 6. Sahaj Marg Spirituality Promoting Manapakkam, 5,00,000 5,00,000 5,00,000 Direct Foundation Education Chennai (Tamil Nadu) 7. Friends of Tribal Society Promoting Education Indore (M.P) 1,00,000 1,00,000 1,00,000 Direct among Tribals TOTAL 22,89,866 17,89,866 17,89, The reasons for non-utilzation of full fund of CSR are as follows: - e company was looking for better projects which would add value to e society and also suainable development. - Company plans to utilize e fund in current year in much better way. 7. The CSR Committee of your company ensure at implementation and monitoring of CSR Policy, is in compliance wi CSR objectives and Policy of e Company. SIGNATURE S.S. Mundra Managing Director ANNUAL REPORT Aarti Jhaveri Chairman CSR Committee

46 2 16 ANNUAL REPORT

47 2 16 ANNUAL REPORT

48 2 16 ANNUAL REPORT

49 Annexure 5 NOMINATION AND REMUNERATION POLICY UJAAS ENERGY LIMITED 1. Purpose and Objectives Human Resource is e mo valuable asset of an organisation. The Remuneration and Nomination Committee has been eablished by e Board. This policy has been formulated in order to pay equitable remuneration to e officers of e Company. Its primary function is to assi e Board in fulfilling its responsibilities in relation to compensation of e Company's officers and in e search for and evaluation of potential new Directors and by ensuring at e size, composition and performance of e Board is appropriate for e scope of e Company's activities. The Committee has overall responsibility for evaluating and recommending to e Board remuneration policy and practice which is consient wi and supports e rategic direction and objectives of e Company. In performing its duties, e Nomination and Remuneration Committee shall have direct access to e resources of e Company as it may reasonably require and shall seek to maintain effective working relationships wi management. 2. Objective and Purpose of e policy a) To formulate e criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non Executive) and recommend to e Board policies relating to e remuneration of Directors, Key Managerial Personnel. b) To formulate e criteria for evaluation of performance of all e Directors on e Board; c) To devise a policy on Board diversity; d) The policy also addresses Committee member qualification, Committee member appointment and removal, Committee ructure and operation and committee reporting to e Board; 3. Membership and Meetings The following are e membership and meeting requirements of e Nomination and Remuneration Committee (e 'Committee'): (a) The Committee should consi of ree or more non-executive directors out of which at lea one half shall be independent director. (b) The member Directors shall have e right to attend all meetings of e Committee at eir own election. (c) Election and removal of members by e Board shall be by majority vote. (d) The duties and responsibilities of e members of e Committee are in addition to ose as a member of e Board of Directors. (e) The Committee shall meet as per e requirement. (f) The Committee may invite e Chief Executive Officer/Managing Director (or equivalent), Chief Financial Officer (or equivalent) and oer members of management to attend each meeting (ough not necessarily for all e agenda). The Board shall appoint an executive as Secretary to e Committee. The Secretary, in conjunction wi e Chairperson, is responsible for setting e meeting schedule for e year, circulating e meeting agenda and supporting material to all committee members and management representatives prior to each meeting. Normal committee diribution requirements for minutes, agendas and supporting material will apply. 3. Nomination and Remuneration Committee Responsibilities Nomination The responsibilities of e Nomination and Remuneration Committee: (a) Review and make recommendations to e Board on e: 1. Appointment and removal of Directors; 2. Directors' development and succession planning; 3. Size, skills and composition of e Board ANNUAL REPORT

50 (b) Ensure at e Company develops and implements appropriate programs in e following areas: 1. Recruitment, retention and termination of employment; 2. Senior management and aff development and succession planning; 3. Performance appraisal of employees; 4. Remuneration of employees including Non-executive Directors and Executive Directors 5. Short and long term incentive plans for employees; 6. Employee superannuation arrangements. (c) Make recommendations to e Board in relation to: 1. e annual performance targets for Executive Directors and senior executives reporting to e CEO/MD; 2. e assessment of e performance of Executive Directors and senior executives reporting to e CEO/MD; 3. e annual remuneration of Executive Directors and senior executives reporting to e CEO/MD; 4. e annual remuneration assumptions and budget for e organisation. (d) Review and make recommendations to e Board regarding: General: 1. Non-executive Directors fees; 2. Renewal/termination of senior executive service contracts; 3. Directors & Officers Liability insurance cover. Provide e Board wi minutes of Nomination and Remuneration Committee meetings and report e Committee's actions to e Board wi appropriate recommendations. Provide a atement for inclusion in e annual report at describes e Committee's composition and how its responsibilities were discharged. Have e auority to conduct or auorise inveigations into any matters wiin e Committee's scope of responsibility. The Committee has e ability to retain independent counsel, professional advisors, or oers to assi it in e conduct of any inveigation. Review and update e Committee's Charter for approval by e Board. Perform such oer functions as assigned by e Board. 4. Committee Performance The Board will from time to time evaluate e performance of e Committee to determine wheer it is functioning effectively by reference to its Charter and to current be practice ANNUAL REPORT

51 Annexure 6 Information pursuant to Section 197(12) of e Companies Act, 2013 read wi Rule 5(1) of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (1) Ratio of e remuneration of each Director to e median remuneration of e employees of e Company for e financial year: Name of e Directors Mr. S S Mundra Mr. Anurag Mundra Mr. Vikalp Mundra Mrs.Aarti Jhaveri 0.34 Mr. Rajiva Shrivaava 0.46 Mr. Santosh Muchhal 0.80 Mr. Nilesh Rai 0.07 Mr. Narendra Beli 0.05 Mr. Manish Agrawal 0.14 Ratio of Director s Remuneration to e median remuneration of e Employees of e Company for e Financial Year (2) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in e financial year: Name of e Director/KMP ANNUAL REPORT Percentage increase in remuneration in e Financial Year Mr. S S Mundra % Mr. Anurag Mundra % Mr. Vikalp Mundra % Mrs. Aarti Jhaveri % Mr. Rajiva Shrivaava % Mr. Santosh Muchhal 74.29% Mr. Nilesh Rai % Mr. Narendra Beli % Mr. Manish Agrawal 0.00% Ms. Monika Choukse 49.09% (3) The percentage increase in e median remuneration of employees in e financial year: (-32%) (4) The number of permanent employees on e rolls of e company as on March, 2015: 123 (5) The explanation on e relationship between average increase in remuneration and company performance: In e F.Y e company s performance reduced due to various factors like Political Uncertainity, poor enforcement of Renewable Purchase Obligations etc. In result of which e Profit After Tax of company also reduced from Rs Lakhs to Lakhs as compared to previous year This fall in PAT also results in to decrease in e average remuneration of employees in is Financial Year. The detailed factors of reduction is discussed under e Management Discussion and Analysis Report forming part of is report. (6) Comparison of e remuneration of e Key Managerial Personnel again e performance of e Company:

52 (6) Comparison of e remuneration of e Key Managerial Personnel again e performance of e Company: Particulars Aggregate remuneration of KMP in Financial Year ,993,591 Revenue 1,110,966, Remuneration of KMPs (as % of revenue) 0.63% Profit before Tax (PBT) 183,963, Remuneration of KMPs (as % of PBT) 3.80% (7) Variations in e market capitalization of e Company, price earnings ratio as at e closing date of e current financial year and previous financial year and percentage increase over decrease in e market quotations of e shares of e Company in comparison to e rate at which e Company came out wi e la public offer: Sl. No. 1. Market Cap variation Description Market Cap as on 31 March, ,39,00,00,000 Market Cap as on 31 March, ,340,00,000 Variation (%) 28.70% 2. Price to earning Ratio - PE as at 31 March, 2015 (Mkt Price/EPS) PE as at 31 March, 2014 (Mkt Price/EPS) 7.04 Variation in PE in FY 2015 (%) % 3. % Increase/Decrease from la Public Off er - IPO/FPO price per share (october 2011) 18.60* - Market price as at 31 March, % decrease from la IPO/FPO -8.87% *Issue price was Rs. 186/- on e Face Value of Rs. 10/- per share. The share was furer subdivided in to 10 shares of Rs. 1/- each. (8) Average percentile increase already made in e salaries of employees oer an e managerial personnel in e la financial year and its comparison wi e percentile increase in e managerial remuneration and juification ereof and point out if ere are any exceptional circumances for increase in e managerial remuneration: Average decrease in Salary of Managers (defined as MD and ED on e Board of your Company) was -69%. For employees of Ujaas, e average decrease was %. The managerial person sacrifice eir salary. *Salary has been annualized as required to make e figure comparable. (9) Comparison of e each remuneration of e KMP again e performance of e Company Particular S S Mundra Anurag Mundra Vikalp Mundra monika choukse Executive Director Executive Director Executive Director company secretary remuneration in FY15 2,400,000 2,100, ,93,591 Revenue (Rs.) 1,110,966,875 1,110,966,875 1,110,966,875 1,110,966,875 Remuneration (as % of revenue) 0.22% 0.19% 0.19% 0.04% Profit before Tax (PBT) 183,963, ,963, Remuneration (as % of PBT) 1.30% 1.14% 1.14% 0.21% (10) The ratio of e remuneration of e highe paid director to at of e employees who are not directors but receive remuneration in excess of e highe paid director during e year: Name of employees Remuneration to employees Remuneration to MD Ratio Mr. Ashu Gupta Mr. Sumit Somani (11) Remuneration is as per e remuneration policy of e Company ANNUAL REPORT

53 MANAGEMENT DISCUSSION AND ANALYSIS REPORT A. INDUSTRY STRUCTURE AND DEVELOPMENTS 1. Global Economy Overview Global Economic grow in 2014 was little subdued, continuing a pattern of disappointing grow over e pa several years. Grow picked up only marginally in 2014, to 2.6 percent, from 2.5 percent in Geographical break-down of ese headline numbers show increasingly divergent trends in major economies. While activity in e United States and e United Kingdom has gaered momentum due to e revival in labour market condition along wi e fact at monetary policy remains extremely accommodative, e recovery has been muted in e Euro Area and Japan as legacies of e financial crisis linger, intertwined wi ructural bottlenecks. China is expected to see a grow slowdown as a result of ructural reforms, suained housing crisis and increasing manpower co. Several major forces are driving e global outlook: soft commodity prices; persiently low intere rates but increasingly divergent monetary policies across major economies; and weak world trade. In particular, e sharp decline in oil prices since mid-2014 will support global activity and help offset some of e headwinds to grow in oil-importing developing economies. However, it will dampen grow prospects for oil-exporting countries, wi significant regional repercussions. Overall, global grow is expected to rise moderately. High-income countries are likely to grow, on e back of gradually recovering labour markets, subsiding fiscal consolidation, and ill-low financing cos. In developing countries, as e domeic headwinds at held back grow in 2014 ease and e recovery in high-income countries slowly rengen, grow is projected to gradually accelerate. Lower oil prices will contribute to diverging prospects for oil-exporting and - importing countries, particularly in Source: (International Monetary Fund, World Economic Outlook Recovery Strengens, Research & Markets, Business Wire) 2. Global Renewable Sector Countries around e world are realizing e significance of renewable energy and energy efficiency. Focus on ese areas can lead to energy access for large section of e world's population wiout energy access and new economic opportunities. Various factors such as policy support, capacity expansion, and advances in renewable technology has led to economies of scale and e adoption of renewable energy technology. Wi e increasing shift to low carbon energy sources, ere are signs at grow in e economy and energy-related emissions are arting to decouple. In 2014, e global economy grew by nearly 3%, but carbon dioxide emissions ayed flat which has occurred for e fir time in 40 years. Led by China, United States, Japan and Germany, nearly half of all new power generation capacity in 2014 was by renewables (at $270 billion). Cos have continued to fall in e renewable sector and invements continue to grow wi encouraging signs from e European Union wi e Emissions Trading Scheme and lowering of fossil fuel subsidies in countries like Indonesia, Malaysia and Thailand. World oil prices, along wi natural gas and coal prices has seen a subantial drop from 2014 to Oil prices dropped from $100 per barrel in 2014 to sub $50 per barrel in Natural gas prices declined to $60/tonne (t) in 2015 from $73/t due to overcapacity in e market. While renewable technologies have become co competitive, it ill requires government support for deployment in many countries. Renewables-based power generation capacity is eimated to have increased by 128 GW in 2014, of which 37% is wind power, almo one-ird solar power and more an a quarter from hydropower. Solar photovoltaic (PV) expanded rongly in Asia, particularly in China and Japan, e Japanese expansion being supported by generous feed-in tariffs ANNUAL REPORT Source:( Energy and Climate Change International Energy Agency)

54 3. Indian Economy Overview India has become one of e mo attractive deinations for invement owing to favorable government policies and reforms in e pa few mons. The approval of foreign direct invement (FDI) in several sectors has allowed invements to pour into e economy. According to e data provided by Department of Indurial Policy and Promotion (DIPP), e cumulative amount of FDI inflows in e country in e period April 2000-September 2014 was US$ 345,073 million. The International Monetary Fund (IMF) eimated at e country's economy is likely to grow at 7.2% in FY15 and will exceed combined total of Japan and Germany by Using India's new GDP series, e IMF expects grow to pick up to 7.2% is fiscal year and accelerate furer to 7.5% next year, making India e fae growing large economy in e world. Sectors projected to do well in e coming years include automotive, technology, life sciences and consumer products. Engineering and research and development (ER&D) export revenue from India is expected to reach US$ billion by 2020, from an eimated US$ 12.4 billion in FY14, according to Nasscom. Furermore, e US$ 1.2 trillion invement at e government has planned for e infraructure sector in e 12 Five- Year Plan is set to help in furer improving e export performance of Indian companies and e Indian grow ory, which will consequently improve e overall Indian economy. According to e renowned rating agency Fitch, India is e only BRIC country, where grow will accelerate, to 8% in FY16 and 8.3% in FY17, based on revised data series. The agency's earlier forecas were 6.5% for and 6.8% for , based on e old series. A plenty of policy initiatives taken by e new Government will likely to have a positive effect on real GDP grow, including ructural reforms and some fiscal and monetary policy loosening. However, e impact of such measures takes time to show up in higher grow. Source: (IBEF, International Monetary Fund, World Economic Outlook Recovery Strengens, Fitch rating Agency) 4. Indian Renewable Sector The Indian economy faces significant challenges in terms of meeting its energy needs in e coming decade. The country s increasing reliance on fuel imports in our energy mix increases e exposure of energy security. Oil imports are a significant portion of total oil consumption. Coal imports are expected to rise to around 30 percent of e total coal requirement by 2017 from negligible a few years back. India s increasing exposure to e volatile global fuel market exacerbated by its increasing energy demand and related issues like delayed environmental approvals, land acquisition challenges makes it difficult to be competitive as a manufacturing hub globally. Around 300 million Indians lack access to electricity in a country where per capita electricity consumption is one-four of e world s average. Until recently, policymakers, regulators and grid operators had limited choices to meet is demand. However, over e la decade, wi solar and wind power becoming commercially available in e marketplace, ere are now additional choices available to policymakers and akeholders concerned wi e technical, economic and environmental characteriics of any future power syem. One of India s major rategic advantages is its renewable energy potential which is va and largely untapped. As per recent eimates, India s solar potential is greater an 10,000 GW and its wind potential could be higher an 2,000 GW. India s renewable energy market is showing e fir signs of revival as e inalled capacity jumped by 12.9% during e 12 mons to 31 March India added 4,089 MW renewable energy capacity in financial year , a capacity addition of 8.5% more an e targeted figure of 3,770 MW. All ree leading renewable sub-sectors overachieved on e allocated targets during e year. 2.3 GW wind energy capacity was added as again a target of 2 GW. Government had planned to add 1.1 GW of solar power capacity, 12 MW capacity in addition to is target was added during e la financial year. Solar power technology also surpassed biomass-based power generation as e ird-large renewable energy source in terms of inalled capacity in India. Solar power capacity now has a share of 10.5%, up from 8.3% at e end of FY The capacity addition target of 250 MW for e small hydro power technology was also achieved. In India, hydro power projects wi less an 25 MW inalled capacity are considered renewable energy projects. Capacity addition target was overachieved in bagasse-based cogeneration where projects wor 360 MW were added as again a target of 300 MW. Biomass-based power generation missed e capacity addition target, adding only 45% percent of e targeted value. Ju 4% of e capacity addition target was achieved in wae-to-power category. The total renewable energy inalled capacity in India at e end of FY ood at GW. On e climate change front, India has taken significant eps to eliminate oil subsidies and gone beyond to impose taxes on petroleum products, taking it from a carbon subsidization regime to one of carbon taxation. India is also among e few countries in e world to have introduced a carbon tax. This comes in e backdrop of a plan to reduce borrowing cos and improve e viability of solar and wind power projects by extending hedging support for foreign loans, leveraging e National Clean Energy Fund ANNUAL REPORT

55 5. Indian Solar Sector Overview India ranks among e highe recipients of solar irradiation in e world wi average solar irradiation of 5.10 kwh/m2. Given e high amount of solar irradiation wi more an 300 sunny days, solar energy has emerged as a preferred choice to meet e country s increasing energy requirements. There has been increasing focus on development of solar energy in India for reasons such as limited and depleting reserves of conventional energy generating fossil fuels, eir impact on environment as well as on economy, apart from issues of high losses in transmission and diribution and need for a diversified basket of energy generation sources. In recent years, particularly wi e adoption of e National Action Plan on Climate Change (NAPCC), e Jawaharlal Nehru National Solar Mission (JNNSM), and solar policies by several ates, India has taken several eps towards increasing e share of renewable energy in its energy mix. Source: Rising Sun KPMG Big Changes This Year a) Removal of proposed Anti-Dumping Duty To protect e ruggling domeic indury, e Miniry of Commerce and Indury in May had recommended imposing a rerictive duty in e range of USD per watt on solar cells imported from e US, China, Malaysia and Chinese Taipei. The Miniry of New and Renewable Energy along wi your company and oer akeholders in e renewable energy indury, however, had been lobbying again e proposed duties, arguing at ey would increase e co of solar power production. In eir wisdom, e government decided again notifying e duties at e Directorate General of Anti- Dumping (DGAD), a atutory body under e Commerce Miniry, had recommended to protect domeic manufacturers from cheap imports. The government was of e view at e domeic solar equipment manufacturing capacity was not sufficient to meet e government's ambitious plans of adding more power generation capacity rough renewable energy sources. Inead, ey chose to promote e Make in India initiative a move to make India a manufacturing hub by encouraging domeic and global companies to inve in India s manufacturing sector. b)changes in REC Mechanism The Central Electricity Regulatory Commission (CERC) has lowered e band of prices wiin which renewable energy certificates issued to eligible solar power producers could be traded in e market. The floor and forbearance prices are now Rs 3,500 and Rs 5,800 respectively for each solar REC. Earlier, ey were Rs 9,300 and Rs 13,400, respectively. The CERC notification lowering e price band is significant and e company expects is to be a big boo for inveors looking to inve under e REC mechanism which is part of e company s offering. Ever since e prices were reduced, ere have been consecutive record high trading sessions of solar RECs (bo in year on year comparison as well as roughout e year) as you can see in e chart. 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 REC Trading Hiory A total of 68,982 solar RECs were traded in March 2015 as compared to 44,869 solar RECs in February 2015 and 32,140 solar RECs in January This jump in traded volumes can be attributed to better RPO compliance and is trend is a good indicator for e future and e company as well. c) RE-INVEST 2015 The Miniry of New and Renewable Energy, Government of India organized e fir Renewable Energy Global Inveors Meet & Expo (RE-Inve) on February 2015 in New Delhi, as a follow-up to e Make in India initiative launched by ANNUAL REPORT

56 e Prime Minier of India. The central eme of RE-Inve was to attract large scale invements for e renewable energy sector in India. Close to 300 global and domeic companies have committed to generate 266,000 megawatts (or 266 gigawatts) of solar, wind, mini-hydel and bio-mass based power in India over e next 5-10 years. d) Amendments to Electricity Act The Electricity (Amendment) Bill 2014, was presented in parliament in Dec The bill is currently under consideration of anding committee on Energy ( ). The aim of bill is to make fundamental changes to e organization & ructure of e sector. The bill is rongly considering promoting Renewable Energy generation in e country. The main highlights of proposed amendments are as below: Target of 100 GW of grid connected solar power by 2022 Open Access will be available to consumer wi load of 1MW or more, by default. Such consumer can enter in to bilateral agreement. Renewable Energy Generation Obligation (RGO) concept is introduced for Coal/Lignite based power generators. Generators are required to generate RE power, which is more an 10% of ermal power inalled capacity. Obligated entities are subjected to penalties for non-compliance of Renewable Purchase Obligation (RPO). The accountability of regulators is also considered in is amendment. No cross subsidy will be applicable if power is procured from Renewable Energy Sources, under Open Access. Violating norms under Electricity Act will attract penalties. Penalty may go up to INR 1crore for an entity. In case of renewable energy generators proposed penalty is INR 10 Lakh. Creation of a separate National Renewable Energy Policy for e promotion of Renewable Energy Generation rough tax rebates, generation linked incentives and creation of national renewable energy fund. B. OPPORTUNITIES AND THREATS Wi solar becoming attractive for inveors of all sizes, e sector is poised to grow in leaps and bounds and is expected to become one of e large globally in e next ree years. India is already on track to add more solar capacity an Germany in 2015 and enter e top five solar markets globally. By changing e solar specific Renewable Purchase Obligation (RPO) target for 2022 from 3% to 10.5% of all power consumption in e country yet to be ratified under e Electricity Act 2003 India plans to increase its solar capacity from 20 GW by 2020 to 100 GW by The 100 GW target is split between 60 GW of utility scale projects and 40 GW of rooftop and oer small grid-connected projects. Bo central and ate governments have announced a number of schemes and policies to accelerate solar project development. The central government has taken e lead wi e National Solar Mission (15 GW of projects by 2019) and initiatives such as e solar parks policy and an intere rate subvention scheme. Many ates, including Andhra Pradesh (5 GW), Telangana (5 GW), Maharashtra (7.5 GW), Tamil Nadu (3 GW) and Karnataka (2 GW) have followed wi huge targets. As your company is already a market leader in e solar indury today by commissioning more an 115 MW of solar projects, we have decided to leverage our expertise by participating in e engineering, procurement and conruction segment. Source: Solar Rooftop Opportunities CARE, Indian Solar Handbook 2015 There are several challenges for e company going forward, including land acquisition, transmission and financing. But e bigge challenge will be e enforcement of RPOs and e poor bankability of India s diribution companies (DISCOMs). As electricity is a concurrent subject, i.e., e centre and e ates bo legislate on it, e ates have e option to disregard e central government directives. Non-compliance of RPO by obligated entities is e key challenge for your company and your company is taking all e efforts to educate and sensitize all e ake holders towards e importance of REC- RPO regulations. The Supreme Court judgement and Appellate Tribunal of Electricity Ruling are landmark rulings in favour of e renewable energy indury and we believe ere will be considerable improvement in e enforcement scenario in current fiscal. Grow of rooftop solar capacity is largely dependent on its financial competitiveness vis-a-vis grid power but is extremely attractive in ates where e co of power and cross subsidy rates is high. High upfront co is involved in putting up a rooftop solar syem and may not be a viable option for residential consumers. Rooftop solar is also dependent on ate boards issuing net-metering policies else cuomers would require additional co (upto 30% of e project) for inalling batteries. There is also a general lack of awareness among consumers regarding e benefits/viability of solar projects and apay wi regard to ermal power. In e renewable energy segment, bank loans of up to Rs. 15 crore for solar-based power generators, biomass-based power generators, wind mills, micro-hydel plants, etc, will be considered part of Priority Sector Lending. For individual households, e loan limit will be Rs 10 lakh a borrower. This is especially beneficial to your company s clients as it ensure more attractive financing options for inveing in a solar project ANNUAL REPORT

57 Given at e solar sector is currently booming in India, e company anticipates lots of new entrants in e market. However, as e solar targets are huge, e company does not expect any loss of revenue due to such players. Furer, e company is poised to gain from e revised targets due to having a fir mover advantage and commissioning a large number of projects. C. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE Your company have ree segments of business wise Transformer, Solar Power Plant Operation and Manufacturing & Sale of Solar Power Syems. In Fiscal 2013, 2014 and 2015, revenue from solar power plant operation was INR lakhs, INR 2, lakhs and INR 2, lakhs. Furer, in Fiscal 2013, 2014 and 2015, revenue from manufacturing and sale of solar power syem was INR 20, lakhs, INR 48, lakhs and INR lakhs respectively. Furer, in Fiscal 2013, 2014 and 2015, our Company's revenue from e transformer business was 2, lakhs, 2, and lakhs respectively. D. OUTLOOK This year has been a remarkable year for e solar indury. The Government of India has taken dramatic actions to demonrate its seriousness wi regard to increasing e share of renewables in e energy mix. As your company s core business is dependent on its order book size from inveors, e proposal to impose anti-dumping duty on solar modules made e invement esis slightly less attractive for potential clients. However, e Government s decision to remove e proposal in line wi eir focus on renewable energy promotion is a huge boo to our business model. Furer, e decision of e CERC to reduce e prices of RECs which has led to a massive spike in trading of RECs is anoer major trigger for business going forward. As ese were e two major risks affecting our company, we expect e financial year to be much better an e current fiscal year. Being a market leader in e solar sector and having commissioned a large number of projects, wi e increasing intere in solar projects bo at e Centre and State level, we expect significant tenders to come out in e future and e company to have a good portion of em. The company expects rooftop solar to be e fae growing segment once net metering policies are implemented in each ate. Wi e potential target set to be revised to 40 GW for rooftop and off-grid solar projects, e pie has grown significantly and company has already developed eir brand Ujaas Home and Ujaas My Site to capture a significant chunk. E. RISK AND CONCERNS While e company faces traditional business risks such as un-anticipated labour cos, market risks such as intere rates, operational risks such as been supplier/diributor problems and execution challenges and changes in government regulation, no major risks are foreseen. Additionally, e company continuously monitors business and operations risks rough an efficient risk management syem. All Key functions and divisions are independently responsible to monitor risks associated wiin eir respective areas of operations such as production, insurance, legal and oer issues like heal, safety and environment. F. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The company has robu internal control syem. On recommendation of Audit Committee, company has appointed Mr. S.K.Malani & Co., Chartered Accountants as internal auditor. Internal auditor covers all e department of e company as per e agreed plan wi e company. Periodically, company is being presented wi key control issues and actions. Evaluation of business risk is an on going process to evaluate risk and rategies to mitigate e same. Regular review is been done to evaluate e risk, control procedures and compliance wi company s policies. G. QUALITY MANAGEMENT SYSTEMS Your company is successfully running on SAP Business solution as accounting software. Different modules of SAP like FI(Finance), MM(Material Management,), SD (Sales & Diribution), PS (Project Syem), QC (Quality Control), and HR (Human Resource). Company is been proactive in adopting be business practice. Furer company continued to be certified under ISO: 9001:2008 by International Organization for Standardization. The Quality Management Syem in e Company is well defined and is well in place. This will enable your company to meet e challenges related wi Information syems, Controls, Planning and Quality. H. CAUTIONARY STATEMENT Statement made in e management discussion and analysis report as regards e expectations or predictions are forward looking atements wiin e meaning of applicable Laws and Regulations. Actual performance may deviate from e explicit or implicit expectations ANNUAL REPORT

58 I. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Particulars (INR. Mn) FY11 FY12 FY13 FY14 FY15 Total Income * ,480 5,332 1,133 Operating Expenses ,972 4, EBITDA EBITDA Margin (%) 10.03% 9.19% 20.48% 18.58% 39.28% Finance Co Depreciation Profit Before Tax Taxation Profit After Tax PAT Margin (%) 2.36% 2.43% 10.89% 7.01% 10.33% Diluted EPS (INR) J. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED Your company has very rong board, fir line management and 2nd line management, comprising of various Business Heads, GM and Vice Presidents and below em we have effective teams of managers. Your company will have huge openings in e coming years as e company is expecting enormous grow and will need supporting hands for proper management. For & On Behalf of e Board Place: Indore Dated: S.S. Mundra Chairman & Managing Director DIN : Jt. MD Mr. Vikalp Mundra & V.P. Projects Mr. Amit Neema Receiving e awards ANNUAL REPORT

59 REPORT ON CORPORATE GOVERNANCE (Under Clause 49 of e Liing Agreement) 1) COMPANY S CORPORATE GOVERNANCE PHILOSOPHY: Your Company believes at Company shall go beyond adherence to regulatory framework and it should not be mere formality or due to enforcement of law. It is someing beyond every compulsive factors and shall provide a clear and transparent view of organisation to all its akeholders. Our Corporate Structure, business, operations and disclosure practices have been rictly aligned to our Corporate Governance Philosophy. Transparency, accountability, fairness and intensive communication wi akeholders are integral part to our functioning. We accord highe priority to ese syems and protect e interes of all our shareholders, particularly e minority shareholders. The Company firmly believes and has consiently practiced good Corporate Governance roughout e year. The Company s policy reflects by its working and by emphasizing on transparency, professionalism and accountability. The Company conantly rives towards betterment of ese aspects and ereby perpetuate it into generating long term economic value for its shareholders, cuomers, employees, oer associated persons and e society as a whole. Furer Company policies also reflect rough its Code of Conduct for its Directors and Seniors Management and also by its Code for Prevention of Insider Trading etc. The Company is committed towards its akeholders and utilize its resources in creating positive impact of its shareholders weal, and at e same time, safeguarding e interes of all akeholders. This is our pa to suainable and profitable exience and grow. 2) BOARD OF DIRECTORS AND THEIR MEETINGS: Ø Board Membership Criteria The members of e Board of Directors of your Company are expected to possess e required expertise, skill and experience to effectively manage and direct your Company to attain its organizational goals. They are expected to be persons wi vision, leadership qualities, proven competence and integrity, and wi a rategic bent of mind. Each member of e Board of Directors of your Company is expected to ensure at his/her personal intere does not run in conflict wi your Company s interes. Moreover, each member is expected to use his/her professional judgment to maintain bo e subance and appearance of independence and objectivity. Ø Composition and Category of Directors: The composition of e Board is in conformity wi Clause 49 of e Liing Agreements entered into wi e Stock Exchanges. As on 31 March, 2015, your Board consis of an optimum combination of Executive and Non Executive Directors. The Company s Board consis of Seven (7) Directors, of which ree are Executive Directors and Four are Non-Executive & Independent Directors. The Chairman of e Board of Directors of your Company, being e Promoter and Executive Chairman of e Company, is a Non-independent Director. During e financial year , e Board of Directors of your Company met Eight (8) times on 07 May, 2014; 29 May, 2014; 18 July, 2014; 14 Augu, 2014; 26 September, 2014; 14 November, 2014; 28 December, 2014; and 19 January, The composition of e Board of Directors and eir attendance at e meetings during e financial year along wi e number of Directorships and Committee Chairmanships/Memberships held by em in oer companies are as follows: Name of e Category Designation No. of Board Wheer *No. of oer **No. of Directors meetings during attended Directorship Committee e financial la AGM Position Year held on Chairmanship/ September Membership 26, 2014 in oer Companies Held Attendance Mr. S.S. Mundra Promoter & Chairman & 8 8 P NIL NIL (DIN: ) Executive Managing Chairman Director ANNUAL REPORT

60 Mr. Vikalp Mundra Promoter & Joint Managing 8 7 P NIL NIL (DIN: ) Executive Director Director Mr. Anurag Mundra Promoter & Joint Managing 8 7 P NIL NIL (DIN: ) Executive Director Director Mr. Santosh Muchhal Independent/ Director 8 7 P 4 6 (DIN: ) Non-Executive Director Mr. Rajiva Srivaava Independent/ Director 8 5 P NIL NIL (DIN: ) Non-Executive Director Mrs. Aarti Jhaveri Independent/ Director 8 8 P NIL NIL (DIN: ) Non-Executive Director Mr. Manish Agrawal# Independent/ Director 1 1 A NIL NIL (DIN: ) Non- Executive Director *Oer 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 / Inveors Grievances Committee only. # Mr. Manish Agrawal has been appointed as an Additional (Independent) Director w.e.f. 14 November, 2014 ## Mr. Nilesh Rai and Mr. Narendra Beli resigned as Directors of e Company w.e.f. 14 November, Notes: 1. None of e Directors are members in more an 10 Committees or acted as Chairperson of more an 5 Committees (as specified in Clause 49), across all e companies in which he/she was a Director. The necessary disclosures regarding Committee positions have been made by e Directors. 2. None of e Directors hold directorship in more an 10 public limited companies. 3. None of e Independent Directors of e Company served as Independent Director in more an 7 lied companies. 4. Executive Directors of company are not Independent Directors of any oer lied company. 5. All Independent Directors of e Company have been appointed as per e provisions of e Companies Act, 2013 (e Act). Formal letters of appointment have been issued to e Independent Directors. 6. The information as required under Annexure X to Clause 49 is being made available to e Board at every Board Meeting. 7. The Board also periodically reviews compliance reports of all laws applicable to e Company, prepared by e designated employees as well as eps taken to rectify inances of non-compliance. 8. The Company is in compliance wi e Clause 49 of e Liing Agreement pertaining to compositions of e Board. Ø Membership Term and Retirement Policy According to your Company s Articles of Association, at every Annual General Meeting, one-ird of e Directors excluding Independent Directors and nominee Directors, for e time being are liable to retire by rotation or, if eir number is not ree or a multiple of ree, en e number neare to one-ird, shall retire from office. The Directors to retire by rotation at every Annual General Meeting shall be ose who have been longe in office since eir la appointment. However, as between persons who became Director on e same day and ose who are to retire shall (unless ey oerwise agree among emselves) be determined by lot. A retiring Director shall be eligible for re-appointment. The Independent Directors have been appointed for a term of Two (2) years, and as per e provisions of e Companies Act, 2013, such Independent Directors shall not be liable to retire by rotation. Ø Code of Conduct: In compliance wi Clause 49 of e Liing Agreement, e Company has adopted a Code of Conduct for its Directors and Senior Management. This Code is applicable to all e Members of e Board, Senior Management Employees. It is also available on e company s website All Board Members and key managerial persons have affirmed compliance wi e code of conduct for e year ended March 31, A declaration to is effect signed by e Managing Director is enclosed at e end of is Report. Ø Independent Directors Meeting The separate meeting of Independent Directors of e Company as per e requirements of Schedule IV of e Companies Act, 2013 and Clause 49 (II) B 6 of e Liing Agreement was held on 19 January, 2015, wiout e attendance of Non ANNUAL REPORT

61 -Independent Directors and e members of e management, interalia, to discuss e following: a) Review e performance of Non-Independent Directors and e Board as a whole; b) Review e performance of e Chairman of e Company, taking into account e views of executive directors and non-executive directors and; c) Assess e quality, quantity and timelines of flow of information between e company management and e Board at is necessary for e Board to effectively and reasonably perform eir duties. All e independent directors were present at e meeting. Ø Performance evaluation of Board The Nomination and Remuneration Committee lays down e criteria for performance evaluation of independent directors and oer directors, e Board of Directors and Committees of e Board of Directors. Pursuant to e provisions of e Companies Act, 2013 and Clause 49 of e Liing Agreement, e Board has carried out an Annual Performance Evaluation of its own performance, e Directors individually as well as e evaluation of e working of its Committees. Performance evaluation of e Independent Directors was carried out by e entire Board excluding e Director being evaluated whereas evaluation of executive directors were done by e Independent directors in a separate meeting in which only Independent Directors were present. Feedback was sought from each Director about eir views on e performance of e Board covering various criteria such as degree of fulfillment of key responsibilities, Board ructure and composition, eablishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between e Board and e Management and efficacy of communication wi external akeholders and performance of specific duties, obligations and governance, compliance, oversight of Company s subsidiaries, etc. Feedback was also taken from every director on his assessment of e performance of each of e oer Directors. The Nomination and Remuneration Committee (NRC) en discussed e above feedback received from all e Directors. Based on e inputs received, e Chairman of e NRC also made a presentation to e Independent Directors at eir meeting, summarizing e inputs received from e Directors as regards Board performance as a whole, and of e Chairman. The performance evaluation of e Chairman and e Non-Independent Directors was carried out by e Independent Directors. Qualitative comments and suggeions of Directors were taken into consideration by e Chairman of e Board and e Chairman of e Nomination and Remuneration Committee. The Directors have expressed eir satisfaction wi e evaluation process. Some of e performance indicators on e basis of which e evaluation of Independent Directors was done are as follows: Active participation in Long-term Strategic Planning. Ability to contribute good practices followed internationally to deal top management issues. Fulfillment of Director s responsibilities as prescribed under e Act. Commitment to attend meetings of board and committees. Ability to monitor corporate governance of company and effective suggeions for improvement if any required. 3) BOARD COMMITTEES In compliance wi bo e mandatory and non mandatory requirements under Clause 49 of e Liing Agreement and e applicable laws, your Company s Board of Directors conituted e following Committees: i) Audit Committee; ii) Nomination and Remuneration Committee; iii) Stakeholders Relationship Committee; iv)corporate Social Responsibility Committee; and v) Compensation Committee. The Board of Directors has also adopted e following policies in line wi e Liing Agreement and e Companies Act, 2013 for e effective and defined functioning of e respective Committees of e Board: ANNUAL REPORT

62 a) While Blower Policy (Vigil mechanism); b) Internal Financial Control; c) Related Party transaction Policy; d) Remuneration Policy; e) Risk Management Policy; f) Board Diversity Policy; and g) Material Subsidiary Policy. Profile of Directors under Clause 49 VIII E of Liing Agreement In compliance wi Clause 49 VIII E of e Liing Agreement, brief resume, expertise and details of oer directorship, membership in committees of Directors of oer Companies and shareholding in e Company of e Directors proposed to be re-appointed / appointed are attached along wi is report. 4) AUDIT COMMITTEE: Ø Ø To adhere e applicable sections of Companies Act, and Clause 49 of Liing Agreement and as good Corporate practice and to fulfill e Board s overall responsibilities, your Audit Committee is functioning well consiing of maximum Independent Directors. The terms of reference ipulated by e Board to e Audit Committee are as follows: The Audit committee was delegated wi all e power as mentioned in e Liing Agreement as well as in e Companies Act, The committee followed e role and responsibilities as defined under e Act and Liing Agreement rough out e year under review. The Audit Committee invites such of e executives, as it considers appropriate (and particularly e head of e finance function), to be present at its meetings. The Chief Financial Officer (CFO) and head of Internal Audit attend e meetings. The Statutory Auditors are also invited to e meetings. In accordance wi e Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (effective 15 May, 2015)(e Regulations), e Board of Directors of e Company has adopted e Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices (e Code) to be followed by Directors, Employees and oer connected persons. The Code is based on e principle at Directors and Employees of a Company owe a fiduciary duty to, among oers, e Members of e Company, to place e intere of e Members above eir own and conduct eir personal securities transactions in a manner at does not create any conflict of intere situation. The Code contains regulations for preservation of price sensitive information, pre-clearance of trade and monitoring and implementation of e Code. Composition of e Audit Committee: The Audit Committee of e Company has been conituted in line wi e provisions of Clause 49 of e Liing Agreement read wi section 177 of e Companies Act, As on 31 March, 2015, e Audit Committee of your Company comprises of e following members. The detail of meetings attended by em are given below: Name Designation Number of Meetings during e Remarks Financial Year ANNUAL REPORT Held Attended Mr. Santosh Muchhal Chairman/NED* 4 4 Mr. Muchhal is a Chartered Accountant by profession and has wide experience. Mrs. Aarti Jhaveri Member/NED 4 4 Financial Literate Mr. Manish Agrawal Member/NED 1 1 B Tech from IIT Kanpur and a Po Graduate from IIM Ahmedabad Mr. Anurag Mundra Member/ED 1 1 CFA Note: Mr. Narendra Beli & Mr. Nilesh Rai resigned as Directors of e Company and ereon ceased to be members of e Committee and hence e committee was reconituted effective from 14 November, Mr. Manish Agrawal and Mr. Anurag Mundra were inducted as Members of Audit Committee w.e.f. November 14, Mr. Santosh Muchhal was elected as Chairman of Committee in place of Mr. Nilesh Rai effective from 14 November, The Company Secretary of e Company is acting as e Secretary to e Committee.

63 Ø Meetings of e Audit Committee: During e financial year e Audit Committee met 4 (Four) times on e 29 May, 2014; 14 Augu, 2014; 14 November, 2014 and 19 January 2015 under e Chairmanship of Mr. Nilesh Rai (Chairman upto 14 November 2014) and Mr. Santosh Muchhal (Chairman for remaining period) The Committee also reviews information prescribed under Clause 49(III)(E) of e Liing Agreement. The detailed terms of reference of Audit Committee are available on your Company s website Chief Executive Officer, Senior Account Personnel, General Managers, Company Secretary and e representative of Statutory Auditors, Internal Auditor/Consultants were also invited for e meetings of Audit Committee. The Company Secretary acts as Secretary of e Committee. Apart from various responsibilities, Committee focused on e area of Internal Control Syem to improve overall efficiency of organization. The representatives of atutory and internal auditors of e Company were also invited in e audit committee meetings. 1. The gap between two audit committee meetings was not more an 120 days. 2. The Chairman of e Audit Committee was present at e la Annual General Meeting of e Company. 5) NOMINATION AND REMUNERATION COMMITTEE: (erwhile Remuneration Committee) Ø Brief Description of Terms of reference: Ø 1. The Company has Nomination and Remuneration Committee (erwhile Remuneration Committee), which determines and recommends e remuneration payable to e Managing Director, Joint Managing Director and Whole Time Director, Key Managerial Personnel and oer employees on e basis of eir performances as well as Company s performance, subject to e consents as may be required. The remuneration to e Executive Directors consis of a fixed salary and oer perquisites, wherever applicable. The perquisites are considered as a part of remuneration. 2. Formulating criteria for evaluation of Independent Directors and e Board. The Non-Executive Directors are not paid any remuneration except sitting fees for attending e Board Meetings or Committee Meetings. Meeting Details During e year under review one meeting of e Nomination and Remuneration Committee was held on November, The details of members of e Nomination and Remuneration Committee as on 31 March, 2015 is ated below wi eir attendance and designation: Name Designation Nature of Directorship Number of Meetings during e Financial Year Mrs. Aarti Jhaveri Chairman Non-Executive Independent Director 1 1 Mr. Rajiva Kumar Srivaava Member Non-Executive Independent Director 1 1 Mr. Manish Agrawal* Member Non-Executive Independent Director 1 - *Mr. Narendra Beli and Mr. Nilesh Rai resigned as Directors of e Company and erefore ceased to be members of committee w.e.f *Mr. Manish Agrawal was appointed on e Board as Independent Director and was inducted as Member of e Committee w.e.f The Company Secretary of e Company is also acting as e Secretary to e Committee. Nomination & Remuneration Policy: Ø ANNUAL REPORT Held Attended The Board of Directors of e Company has adopted a Nomination & Remuneration Policy in terms of e provisions of e Companies Act, 2013 and e Liing Agreement wi e ock exchanges and in order to harmonize e aspirations of human resources consient wi e goals of e Company which inter alia includes Company's policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of e Directors. The broad terms of reference of e Nomination & Remuneration Committee are as under: To formulate a Nomination and Remuneration Policy on: - determining qualifications, positive attributes and independence of a director. - guiding remuneration of Directors, Key Managerial Personnel ( KMP ) and oer employees and Board diversity. 14

64 Ø Ø Ø Recommend Nomination and Remuneration Policy to e Board. Identify candidates who are qualified to become Directors. Identify persons who are qualified to become Senior Management (Senior Management of e Company means employees of e Company who are Divisional Heads and Corporate Functional Heads). Recommend to e Board e appointment and removal of Directors and Senior Management. Lay down e process for evaluation of e performance of every Director on e Board. The Chairman of e Committee to attend e General Meeting to respond to e queries of shareholders. Such oer matters as e Board may from time to time reque e Remuneration Committee to examine and recommend/approve. Meeting and recommendation of e Nomination & Remuneration Committee during e year: During e financial year , e remuneration Committee met 1 (One) time on e 14 November, 2014, under e Chairmanship of Mrs. Aarti Jhaveri, in which proper quorum was present. The Committee recommended e appointment of Mr. Manish Agrawal as an Independent Director of e company. The brief profile of Mr. Manish Agrawal in compliance of Clause 49 of e Liing Agreement and Section 149 of Companies Act, 2013 is given in e notice of AGM forming part of is Annual Report. Furer, ere is no relationship between Directors and e proposed Independent Director. The committee also recommended e mandatory and suggeive policies to e board for its adoption as required under Clause 49 of Liing Agreement and Companies Act, Remuneration to non-executive directors and composition of e Committee: The Company is not paying any remuneration to e non-executive/independent Directors except, sitting fees for attending e Board meetings and two committee meetings i.e., Audit Committee and Nomination and Remuneration Committee. For oer committee meetings ere is no payment of sitting fees to any of e Independent/Non Executive Director. During e financial year , e Company increased e Sitting Fees to be paid to e Directors of e company which is Rs.20,000/- (Rupees Twenty Thousand) per Board meeting to e Non-executive Independent Directors for attending e meetings of e Board and Rs. 2,000/- (Rupees Two ousand) per Audit and Nomination & Remuneration Committee to all Non-Executive Directors of e Board for attending meetings from Details of Remuneration paid to directors during e year: S. Name of Directors Status Sitting Fees (Rs.) Salary/ No. Remuneration (Rs.) 1 Mr. S.S. Mundra Chairman & Managing Director Nil 24,00,000 2 Mr. Vikalp Mundra Joint Managing Director Nil 21,00,000 3 Mr. Anurag Mundra Joint Managing Director Nil 21,00,000 4 Mr. Nilesh Rai* Non-Executive Independent Director 10, Mr. Narendra Beli* Non-Executive Independent Director 7, Ms. Aarti Jhaveri Non-Executive Independent Director 52, Mr. Santosh Muchhal Non-Executive Independent Director 1,22, Mr. Rajiva Srivaava Non-Executive Independent Director 70, Mr. Manish Agrawal* Non-Executive Independent Director 22,000 0 *Mr. Narendra Beli and Mr. Nilesh Rai resigned as directors of e Company w.e.f and Mr. Manish Agrawal was appointed on e Board as Independent Director of e Company w.e.f ) STAKEHOLDERS RELATIONSHIP COMMITTEE: (ERSTWHILE SHAREHOLDINGS/INVESTORS GRIEVANCE COMMITTEE) The Company has conituted a Stakeholders Relationship Committee of e Directors to consider and redress e grievances of security holders of e Company such as non-receipt of refund orders, shares sent for regiration of transfer, non-receipt of notices and audited annual report, dividend etc ANNUAL REPORT

65 Ø Composition of Committee: The Committee consi of following directors as its members as on : Name Designation Mr. Manish Agrawal* Chairman Mrs. Aarti Jhaveri Member Mr. Rajiva Srivaava Member *Mr. Narendra Beli and Mr. Nilesh Rai resigned as directors of e Company and erefore ceased to be members of committee w.e.f *Mr. Manish Agrawal was appointed on e Board as Independent Director and was inducted as Member of e Committee w.e.f The Company Secretary of e Company is also acting as e Secretary to e Committee. Ø Ø Name and designation of Compliance Officer: Ms. Monika Choukse Company Secretary & Compliance Officer Details of inveor complaints received and redressed during e financial year are as follows: Number of complaints received Number of complaints Number of complaints during e year solved during e year pending at e end of e year NIL NIL NIL Ø Terms of Reference The Board has clearly defined e terms of reference for is committee and looks into e matters of shareholders/inveors grievances along wi oer matter lied below: Approval of transfer of shares and issue of duplicate/split/consolidation/sub-division of shares certificates. Monitor redressal of inveors' / shareholders' / security holders' grievances. Oversee e performance of e Company's Regirar and Transfer Agents. Recommend meods to upgrade e andard of services to inveors. Carry out any oer function as is referred by e Board from time to time or enforced by any atutory notification / amendment or modification as may be applicable. The Securities and Exchange Board of India (SEBI) has commenced processing of inveor complaints in a centralized web based complaints redressal syem SCORES. The salient features of is syem are: Centralised database of all complaints, Online movement of complaints to e concerned lied companies, Online upload of Action Taken Reports (ATRs) by e concerned companies, and Online viewing by inveors of actions taken on e complaint and its current atus. All complaints pertaining to companies will be electronically sent rough SCORES at The companies are required to view e complaints pending again em and submit ATRs along wi supporting documents electronically in SCORES. Failure on e part of e company to update e ATR in SCORES will be treated as non redressal of inveor complaints by e company. Your Company has been regiered on SCORES and makes every effort to resolve all inveor complaints received rough SCORES or oerwise wiin e atutory time limit of e receipt of e complaint. As per Clause 5A (I) (g) of e Liing Agreement, e Company reports e following details in respect of equity shares lying in e Unclaimed Shares Demat Suspense Account, which were issued pursuant to e Company s public issue: ANNUAL REPORT

66 Particulars Number of Number of Shareholders Equity Shares Aggregate number of shareholders and e outanding shares lying in e Unclaimed Shares Demat Suspense Account, as on 01/04/2014 Nil Nil Number of shareholders who approached e issuer for transfer of shares from e Unclaimed Shares Demat Suspense Account during e year Nil Nil Number of shareholders to whom shares were transferred from e Unclaimed Shares Demat Suspense Account during e year Nil Nil Aggregate number of shareholders and e outanding shares lying in e Unclaimed Shares Demat Suspense Account, as on 31/03/2015 Nil Nil 6) COMPENSATION COMMITTEE: The Company conituted a separate committee as compensation committee comprising of Mrs. Aarti Jhaveri as Chairperson, Mr. Shyam Sunder Mundra, Mr. Santosh Muchhal and Mr. Rajiva Srivaava as e Members of e committee. The formation of committee is to specifically deal in e Employee Stock Option Schemes of e Company and all oer matters as may be delegated by e Board. 7) CORPORATE SOCIAL RESPONSIBILITY ( CSR ) COMMITTEE: The Corporate Social Responsibility Committee consis of Mr. Shyam Sunder Mundra as Chairman of e Committee, Mrs. Aarti Jhaveri, Mr. Vikalp Mundra and Mr. Anurag Mundra as e members of e Committee. The committee s conitution is in compliance wi Section 135 of e Companies Act, 2013 and Mrs. Aarti Jhaveri being an independent Director is member of is committee. Terms of Reference of Corporate Social Responsibility Committee: Ø formulate and recommend to e Board, a Corporate Social Responsibility Policy which shall indicate e activities to be undertaken by e Company as specified in Schedule VII of e Companies Act, 2013; Ø recommend e amount of expenditure to be incurred on e activities referred to in clause (a); and Ø monitor e Corporate Social Responsibility Policy of e Company from time to time. 8) GENERAL BODY MEETINGS Ø Details of your Company s la ree Annual General Meetings are presented in e following table: Date of AGM Venue Time Details of Special Resolution(s) passed Survey No. 211/1, P.M. a) Alteration of Articles of Association; and Opp. Sector C & b) Fund raising rough furer issue of Securities of e Metalman, Sanwer Company, under Section 81(1A) of e Companies Act, 1956 Road Indurial Area, Indore A, NRK P.M. a) Change in e name of e Company pursuant to Business Park, Section 21 of Companies Act, Block B-1, PU-4, b) Revision of remuneration of Managing Director in Sc. No. 74, Vijay pursuant to section 269, 309, 310 of Companies Act, Nagar Square, c) Revision of remuneration of Whole Time Directors in pursuant Indore (M.P.) to section 269, 309, 310 of Companies Act, d) Change in e object of e issue ated in e prospectus at e time of IPO of e Company. e) To offer, create, issue and allot furer securities of e companies NRK Business Park, 03:30 P.M. NIL Vijay Nagar Square, Indore (M.P.) ANNUAL REPORT

67 The Resolutions were passed wi requisite majority. The venue of e AGM of e company has been chosen for its central location, prominence and capacity. Furer, no business is required to be transacted rough Poal Ballot at e forcoming Annual General Meeting. An Extraordinary General Meeting was held on 14 Augu, 2014 during e financial year Ø Details of resolutions passed rough Poal Ballot during e year : Pursuant to Section 110 of e Companies Act, 2013, read wi e rule 22 of e Companies (Management and Adminiration) Rules, 2014, e Board of Directors of e Company had accorded its approval to conduct a Poal Ballot to seek e consent of e Company's members for e following: The details of e voting pattern are as under: Special Resolutions Votes Ca in favour Votes ca in Again Date of Declaration of Results No. of Votes % No.of Votes % For Adoption of new set of Articles of Association of Company as per Companies Act, ,99,92, of September, 2014 For approval and retention of e exiing Borrowing limits of e Company 14,99,92, of September, 2014 To create Mortgage/Charge on e Assets of e Company 14,99,92, of September, 2014 To approve and retain e consent to sell, lease or dispose off e undertaking of e Company 14,99,92, of September, 2014 S. Anana Rama Subramanian, Practicing Company Secretary (CP No.:1925) was appointed as e Scrutiniser for conducting e Poal Ballot process in a fair and transparent manner. His duty also included receiving and scrutinizing e completed Poal Ballot Forms from e members. On submission of e report on e voting rough poal ballot by scrutiniser, e above resolutions were declared by e Chairman of e Board on September 29, 2014 as duly passed by e requisite majority of e members of e Company voting by Poal Ballot. Ø Procedure For Poal Ballot: In compliance wi Clause 35B of e Liing Agreement and Sections 108, 110 and oer applicable provisions of e Companies Act, 2013, read wi e related Rules, e Company provides electronic voting facility to all its members, to enable em to ca eir votes electronically. The Company engages e services of CDSL for e purpose of providing e- voting facility to all its members. The members have e option to vote eier by poal ballot or e-voting. The Poal ballot commenced from 24 of Augu 2014 and ended on 26 of Augu, The poal ballot notice wi forms were ed to ose shareholders whose addresses are regiered wi eir depositories and dispatched e same along wi poage prepaid business reply envelopes to ose whose addresses are not in regier of members/li of beneficiaries as on a cut-off date. The Company also published e notice of poal ballot in e newspaper declaring e detail of completion of dispatch and oer requirements. Members desiring to exercise eir votes by electronic mode are requeed to vote before close of business hours on e la date of e-voting. Members desiring to exercise eir votes by physical poal ballot forms are requeed to return e forms duly completed and signed to e scrutinizer on or before e close of voting period. The scrutinizer submitted his report to e Chairman, after completion of scrutiny and consolidated results of e-voting and physical voting announced by e Chairman. The results are also displayed on e website of e Company Furer e same was communicated to Stock exchanges and oer required auorities ANNUAL REPORT

68 9) DISCLOSURES : i) RELATED PARTY TRANSACTIONS Full disclosure of related party transactions as per Accounting Standard 18 issued by e Initute of Chartered Accountants of India are given under Note No.32 of Notes to e Financial Statements. ii) DETAILS OF NON-COMPLIANCE There has been no non-compliance of any legal requirements nor have ere been any rictures imposed by any Stock Exchange or SEBI or any atutory auority on any matter related to Capital Markets during e la ree years. iii)whistle BLOWER POLICY The Company has adopted e While Blower Policy / Vigil Mechanism as on 29 May, The Company takes cognizance of e complaints made and suggeions given by e employees and oers. Complaints are looked into and whenever necessary, suitable corrective eps are taken. No employee of e Company has been denied access to e Audit Committee of e Board of Directors of e Company. iv) ANTI SEXUAL HARASSMENT POLICY The Company has in place an Anti Sexual Harassment Policy in line wi e requirements of The Sexual Harassment of Women at e Workplace (Prevention, Prohibition & Redressal) Act, An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During e year no complaints of sexual harassment were received. v) CORPORATE GOVERNANCE REPORT The Company has complied wi all e mandatory requirements of Clause 49 of Liing Agreement of Corporate Governance. The company is not complying to e non-mandatory requirements of Clause 49 of Liing Agreement. vi) MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report form part of e Annual Report and include various matters specified under Clause 49 of e Liing Agreement. vii) CERTIFICATE ON CORPORATE GOVERNANCE The Practicing Company Secretary s certificate, wi respect to compliance wi Clause 49 of e Liing Agreement relating to Corporate Governance, has been annexed to e Boards Report. viii) CEO / CFO Certification A certificate from e Managing Director and e Chief Financial Officer, on e Financial Statements and oer matters of e Company for e Financial Year ended March 31, 2015, was placed before e Board. ix) Risk Management The Company has laid down procedures to inform Board Members about e Risk Assessment and minimisation procedure, which are periodically reviewed by e Board. x) Reconciliation of Share Capital Audit As ipulated by SEBI, a Reconciliation of Share Capital Audit is carried out by an independent Practicing Company Secretary on quarterly basis to confirm reconciliation of e issued and lied capital, shares held in dematerialised and physical mode and e atus of e regier of members. 10) MEANS OF COMMUNICATION: The company regularly intimates un-audited as well as audited quarterly/half yearly /annual financial results to e Stock Exchanges immediately after ese are taken on record by e Board. These financial results are normally published in e ANNUAL REPORT

69 Free Press (English) and in Chaua Sansar (Hindi), e vernacular newspaper. The quarterly results and shareholding pattern are also available at e website of e company i.e. A separate dedicated section under Inveor Relations on e Company s Website which gives e information on unclaimed dividends, quarterly Compliances wi ock exchange and oer relevant information of intere to e shareholders The Company s Annual Report is ed/ dispatched to all e Shareholders of e Company and also made available on e Company s website Pursuant to Sections 20 & 129 of e Companies Act, 2013, read wi e Companies (Accounts) Rules, 2014 permit companies to service delivery of documents electronically on e regiered members / shareholders addresses. The Company, during e year under review sent documents, such as notice calling e general meeting, audited financial atements, Boards Report, Auditors Report etc. in electronic form at e addresses provided by e shareholders and made available by em to e Company rough e depositories. Shareholders desiring to receive e said documents in physical form continued to get e same in physical form, upon reque. The presentations made to Initutional inveors or to e analy are available at our website 11) GENERAL INFORMATION TO SHAREHOLDERS: Ø AGM: Date : September 23, 2015 Time : P.M. Venue : Corporate Office: NRK Business Park, Vijay Nagar Square, Indore. (M.P.) Ø Financial Year : Ø Dates of Book Closure Ø Dividend Payment Date Ø Liing on Stock Exchanges rd : From 17 September, 2015 to 23 September, 2015(bo days inclusive) : The Dividend, if declared by e Shareholders at e ensuing Annual nd General Meeting, will be paid on or before 22 October, : National Stock Exchange of India Limited Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (Ea), Mumbai : BSE Limited P. J. Towers, Dalal Street Mumbai Your Company has paid e annual liing fee for e financial year to bo e Stock Exchanges. Ø Symbol : UJAAS Ø Scrip Code : Ø Demat ISIN No. for CDSL & NSDL : INE899L01022 Ø Board meeting for consideration : 20 May, 2015 of Annual Accounts Ø No. of Shareholders as on : Ø Share Transfer Syem: Shareholders/Inveors Grievance Committee approves share transfers and meets as and when required. The Company s Share Transfers Agent, Bigshare Services Pvt. Ltd. process ese transfers. Share transfers are regiered and returned wiin a period of 15 days from e date of receipt, if e documents are clear in all respects. In cases where shares are transferred after sending notice to e transferors, in compliance of applicable provisions, e period of transfer will be reckoned from e date of expiry of e notice ANNUAL REPORT

70 Ø Stock Market Data : UJAAS ENERGY LIMITED High and low price of e scrip of e Company in e financial year : Mon National Stock Exchange of India Limited Bombay Stock Exchange Limited High (Rs.) Low (Rs.) Total Numbers High (Rs.) Low (Rs.) Total Numbers of Shares of Shares Apr, May, June, July, Aug, Sept Oct., Nov Dec., Jan., Feb., Mar, Ø Outanding GDRs/ADRs/Warrants or any Convertible inruments, conversion date and likely impact on equity: The Company has not issued any GDRs/ADRs/Warrants or any Convertible inruments in e pa and hence as on March 31, 2015, e Company does not have any outanding GDRs/ADRs/Warrants or any convertible inruments. Ø Dematerialisation/Rematerialisation: The shares of e company are traded in dematerialised form. As on 31 March, 2015, e Company's 19,87,02,780 shares are held by shareholders in dematerialised form, aggregating 99.35% of e Equity Share Capital. No. of shares in physical, NSDL and CDSL as on 31 March, 2015: (a) In physical Form : 12,97,220 (b) In CDSL : 7,95,59,464 (c) in NSDL : 11,91,43,316 Ø Diribution of Share owning as on 31 March, 2015 Shareholding of No. of Shareholders % of Share holders Share Amount (Rs.) % to Total Nominal Value of Rs Above Total ANNUAL REPORT

71 Ø Shareholding Pattern as on 31 March, 2015 Sr. Category No. of Equity Shares held Percentage of Holding (%) A Shareholding of Promoter and Promoter Group 1. Promoters B Individuals / HUF 14,13,87, Sub Total (A) 14,13,87, Non Promoters Holding 2. Initutional Inveors (a) Mutual Funds and UTI (b) Bank, financial Initutions, companies (Central/State Govt./Non- Govt. Initutions) (c) Foreign Initutional Inveors 75, (d) Any Oers 134, Sub Total (B) (2) 2,10, Non-Initutional Inveors (a) Private Corporate Bodies 2,10,04, (b) Individuals 3,51,63, (c) NRI/OCBs 7,27, (d) Trus (e) Clearing Members 15,05, (f) Directors Sub Total (B) (3) 5,84,01, Grand Total 20,00,00, Ø Details of e promoter s shares under pledge : Nil Ø Details of shares credited in e : There were no inance for returning e undelivered suspense account shares erefore, no shares were credited in e escrow account as per Clause 5(a) of e Liing Agreement. Ø Address for Correspondence : Shareholders should address eir correspondence to e Company's Share Transfer agent Bigshare Services Pvt. Ltd. E-2 and 3, Ansa Indurial Eate, Saki-Vihar Road, Sakinaka, Andheri (E), Mumbai Ø Name and Designation of e Compliance Officer : Ms. Monika Choukse (Company Secretary) Ø Plant Location, Head Office & : Regiered Office Address: Address for correspondence Survey No. 211/1, Opp. Sector-C & Metalman, Sanwer Road Indurial Area, Indore (M.P.) Corporate Office: ANNUAL REPORT A, NRK Business Park, Block B-1, PU-4, Sc. No. 74, Vijay Nagar Square, Indore (M.P.) Contact:

72 Ø Performance in comparison to broad-based indices BSE Sensex & NSE Nifty The chart for comparison is given below: Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Base Lien = 100 BSE Sensex UJAAS at BSE Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Base Lien = 100 CNX NIFTY UJAAS at NSE For & On Behalf of e Board Place: Indore Date: S.S. MUNDRA CHAIRMAN & MANAGING DIRECTOR DIN : ANNUAL REPORT

73 CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) ON FINANCIAL STATEMENTS OF THE COMPANY: (Pursuant to Clause No. 49(IX) of e Liing Agreement) We, S. S. Mundra, Chairman & Managing Director and Anurag Mundra, CFO, of Ujaas Energy Limited, certify at: 1. We have reviewed e financial atements and e cash flow atement for e year ended 31 March, 2015 and at to e be of our knowledge and belief: a) These atements do not contain any materially untrue atement nor omit any material fact nor contain atements at might be misleading and b) These atements togeer present a true and fair view of e Company s affairs and are in compliance wi e exiing accounting andards, applicable laws and regulations. 2. There are, to e be of our knowledge and belief, no transactions entered into by e Company during e year, which are fraudulent, illegal or in violation of e Company s code of conduct; 3. We accept responsibility for eablishing and maintaining internal controls, we have evaluated e effectiveness of e internal control syems of e Company and we have disclosed to e auditors and e Audit Committee, deficiencies in e design or operation of internal controls, if any, of which we are aware and e eps at we have taken or propose to take to rectify e identified deficiencies; and 4. We have indicated to e auditors and e Audit Committee at: a) ere were no significant changes in internal control over financial reporting during e year; b) ere were no significant changes in e accounting policies during e year; and c) ere were no inances of fraud of which we have become aware and e involvement erein, if any, of e management or an employee having a significant role in e company s internal control syem over financial reporting. Place: INDORE S.S. MUNDRA ANURAG MUNDRA Date: CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR & CFO (DIN: ) (DIN: ) DECLARATION This is to certify at in line wi e requirement of Clause 49 of e Liing Agreement, all e Directors of e Board and Senior Management Personnel have solemnly affirmed at to e be of eir knowledge and belief, have complied wi e provisions of e Code of Conduct during e financial year Place: Indore Date: S.S. MUNDRA CHAIRMAN & MANAGING DIRECTOR ANNUAL REPORT

74 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 UJAAS ENERGY LIMITED We have examined e compliance of conditions of Corporate Governance by UJAAS ENERGY LIMITED (Formerly known as M AND B SWITCHGEARSLIMITED) ( e Company ), for e financial year ended March 31, 2015 as ipulated in Clause 49 of e Liing Agreement of e Company wi Stock Exchanges. The Compliance of conditions of Corporate Governance is e responsibility of e Management. Our examination was limited to a review of procedures and implementation ereof, adopted by e Company for ensuring compliance wi e conditions of Corporate Governance. It is neier an audit nor an expression of opinion on e financial atements of e Company. In our opinion and to e be of our information and according to e explanations given to us and e representations made by e Directors and e Management, we certify at e Company has complied wi e conditions of Corporate Governance as ipulated in e above mentioned Liing Agreement. We furer ate at such compliance is neier an assurance as to e future viability of e Company nor e efficiency or effectiveness wi which e management has conducted e affairs of e Company. For ASHOK KHASGIWALA & CO., CHARTERED ACCOUNTANTS Place: Indore Date: AVINASH BAXI (PARTNER) M.NO: ANNUAL REPORT

75 To, The Members of Ujaas Energy Limited UJAAS ENERGY LIMITED (Formerly M and B Switchgears Limited) ANNUAL REPORT Independent Auditors Report Report on e Standalone Financial Statements We have audited e accompanying andalone financial atements of Ujaas Energy Limited ( The Company ) which comprises e Balance Sheet as at 31 March, 2015, e Statement of Profit and Loss, e Cash Flow Statement for e year en ended, and a summary of significant accounting policies and oer explanatory information. Management's Responsibility for e Standalone Financial Statements The Company's Board of Directors is responsible for e matters ated in section 134(5) of e Companies Act, 2013 ( e Act ) wi respect to e preparation of ese andalone financial atements at give a true and fair view of e financial position, financial performance and cash flows of e company in accordance wi e accounting principles generally accepted in India, including e Accounting Standards specified under Section 133 of e Act, read wi rule 7 of e Companies (Accounts) Rules, This Responsibility also includes maintenance of adequate accounting records in accordance wi e provisions of e Act for safeguarding e assets of e company and for preventing and detecting frauds and oer irregularities; selection and application of appropriate accounting policies; making judgment and eimates at are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, at were operating effectively for ensuring e accuracy and completeness of e accounting records, relevant to e preparation and presentation of e financial atements at give a true and fair view and are free from material misatement, wheer due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on ese andalone financial atements based on our audit. We have taken into account e provisions of e Act, e accounting and auditing andard and matters which are required to be included in e audit report under e provisions of e Act and e Rules made ereunder. We conducted our audit in accordance wi e Standards on Auditing specified under Section 143(10) of e Act. Those andards require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e financial atements are free from material misatement. An audit involves performing procedures to obtain audit evidence about e amounts and disclosures in e financial atements. The procedures selected depend on e auditor's judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal financial control relevant to e Company's preparation of e financial atements at give a true and fair view in order to design audit procedures at are appropriate in e circumances, but not for e purpose of expressing an opinion on wheer e Company has in place an adequate internal financial controls syem over financial reporting and e operating effectiveness of such controls. An audit also includes evaluating e appropriateness of e accounting policies used and e reasonableness of e accounting eimates made by e Company's Directors, as well as evaluating e overall presentation of e financial atements. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e andalone financial atements. Opinion In our opinion and to e be of our information and according to e explanations given to us, e aforesaid Standalone financial atements give e information required by e Act in e manner so required and give a true and fair view in conformity wi accounting principles generally accepted in India, of e ate of affairs of e Company as at 31 March, 2015, and its profit and its cash flows for e year ended on at date. Report on Oer Legal and Regulatory Requirements 1. As required by e Companies (Auditor's Report ) Order, 2015 ( e Order ) issued by e Central Government of India in terms of sub section (11) of section 143 of e Act, we give in e Annexure a atement on e matters specified in e paragraph 3 and 4 of e Order, to e extent applicable. 2. As required by section 143 (3) of e Act, we report at: a) we have sought and obtained all e information and explanations, which to e be of our knowledge and belief were necessary for e purposes of our audit; b) In our opinion, proper books of account as required by law have been kept by e Company so far as it appears from our examination of ose books and proper returns adequate for e purposes of our audit have been received from e branches not visited by us. c) The Balance Sheet, e Statement of Profit and Loss, and e Cash Flow Statement dealt wi by is report are in agreement wi e books of account and wi e returns received from e branches not visited by us. d) In our opinion, e aforesaid andalone financial atements comply wi e accounting andards specified under section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, e) On e basis of e written representations received from e directors as on 31 March 2015 taken on records by e Board of Directors, none of e directors is disqualified as on 31 March, 2015 from being appointed as a director in terms of section 164(2) of e Act.

76 f) Wi respect to e oer matters to be included in e Auditor's Report in accordance wi Rule 11 of e Companies (Audit and Auditors) Rules, 2014, in our opinion and to be be of our information and according to e explanations given to us: i. The Company has disclosed e impact of pending litigations on its financial position in its financial atement - refer note 26 contingent liabilities and commitments to e financial atement; ii. The Company did not have any long term contract including derivative contract for which ere were any material foreseeable losses. iii. There has been no delay in transferring amounts, required to be transferred, to e Inveor Education and Protection Fund by e company. For ASHOK KHASGIWALA & CO., CHARTERED ACCOUNTANTS. (Firm Reg. No. 0743C) Place: Indore Date: May, UJAAS ENERGY LIMITED Annexure to Independent Auditor s Report CA Avinash Baxi (Partner) M.No Referred to in paragraph (1) under e heading of Report on Oer Legal and Regulatory Requirements of our report of even date to e members of Ujaas Energy Limited on e financial atements for e year ended March 31, i. In respect of its Fixed Assets : a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. b. As explained to us, e fixed assets of e Company have been physically verified by e management during / at e end of e year, which in our opinion is reasonable, having regard to e size of e Company and e nature of its assets. No material discrepancies between e book records and e physical inventory have been noticed. In our opinion, e frequency of verification is reasonable. ii. In respect of its Inventories: a. The inventories has been physically verified during e year by e Management during / as at e end of e year. In our opinion, e frequency of verification is reasonable. b. In our opinion and according to e information and explanations given to us, e procedures of physical verification of inventories followed by e management are reasonable and adequate in relation to e size o f e Company and e nature of its business. c. On e basis of our examination of inventory records, in our opinion, e Company is maintaining proper records of inventories. As explained to us, ere were no material discrepancies noticed on physical verification of inventory as compared to e book records. iii. According to e information and explanations given to us, e Company has granted unsecured loans to two companies covered in e regier maintained under section 189 of e Companies Act, a. The parties have repaid e principal amount as ipulated and have also been regular in e payment of intere to e company. b. There is no overdue amount in excess of Rs. 1 lakh of loans given to parties lied in e regier maintained under section 189 of e Companies Act, iv. In our opinion and according to e information and explanations given to us, ere is an adequate internal control syems commensurate wi e size of e Company and e nature of its business wi regard to purchases of inventory and fixed assets and for e sale of goods and services. Furer, on e basis of our examination of e books and records of e Company and according to e information and explanations given to us, we have not observed any continuing failure to correct major weakness in internal control syem in respect of ese areas. v. In our opinion and according to e information and explanations given to us, e Company has not accepted deposits from e public wiin e meaning of section 73 to 76 or any oer relevant provisions of e Companies Act, 2013 and e rules, framed ere under. Hence e provisions of clauses (v) of e Order is not applicable to e company for e year under audit. vi. We have broadly reviewed e co records maintained by e Company pursuant to e rules made by e Central Government under sub-section (1) of Section 148 of e Companies Act, 2013 and are of e opinion at prima facie e prescribed records have been maintained. We have, however, not made a detailed examination of e co records wi a view to determine wheer ey are accurate or complete. vii. In respect of Statutory dues : a) According to e information and explanations given to us and e records of e Company examined by us, in our opinion, e Company is generally regular in depositing undisputed atutory dues, including provident fund, employee s ate insurance, income tax, sales tax, service tax, weal tax, duty of cuoms, duty of excise, value added tax, cess and any oer atutory dues wi e appropriate auorities. There were no undisputed atutory dues in arrears, as at 31 March, 2015 for a period of more an six mons from e date ey became payable ANNUAL REPORT

77 b) According to e information and explanations given to us, ere are no dues of sales tax, value added tax, income tax, service tax, duties of cuoms, weal tax, duties of excise which have not been deposited wi appropriate auorities on account of any dispute except as follows : Name of Statute Nature of e Amount Involved Period to Forum where disputed dues ( In Lacs) which e dispute relates dispute is pending Income Tax Act, 1961 Income Tax F..Y CIT (Appeal) c) There has been no delay in transferring amounts, as required to be transferred, to e Inveor Education and Protection Fund by e Company in accordance wi e relevant provisions of e Companies Act, 1956 (1 of 1956) and rules made ere under. viii. The Company does not have accumulated losses as at 31 March 2015 and it has not incurred cash losses during e financial year ended on at date and in e immediately preceding financial year. ix. According to e records of e company examined by us and as per e information and explanations given to us, e Company has not defaulted in repayment of dues to a Financial Initutions or Bank or debenture holders as at 31 March, x. The Company has not given any guarantee for loans taken by Oers from any Bank or financial initutions. xi. In our opinion and according to e information and explanations given to us, e company has not obtained any term loan during e year. xii. During e course of our examination of e books of account and records of e Company, carried out in accordance wi e generally accepted auditing practices in India and according to e information and explanations given to us, we have neier come across any inance of material fraud on or by e Company, noticed or reported during e year, nor have we been informed of such case by e management. For ASHOK KHASGIWALA & CO., CHARTERED ACCOUNTANTS. (Firm Reg. No. 0743C) CA Avinash Baxi (Partner) Place: Indore M.No Date: May 20, ANNUAL REPORT

78 Balance Sheet as at 31 MARCH 2015 Particulars Notes As at 31 March 2015 As at 31 March 2014 I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share capital 1 2, , (b) Reserves and surplus 2 15, , , , (2) Non-Current Liabilities (a) Long-term borrowings 3 9, , (b) Deferred tax liabilities (Net) 4 4, , (c) Long term provisions , , (3) Current Liabilities (a) Short-term borrowings (b) Trade payables 7 3, , (c) Oer current liabilities 8 1, , (d) Short-term provisions , , , Total 36, , II. Assets (1) Non-Current Assets (a) Fixed assets (i) Tangible assets 10 18, , (ii) Intangible assets (b) Non current invement (c) Long term loans and advances (d) Oer non-current assets , , (2) Current Assets (a) Current invement (b) Inventories 15 6, , (c) Trade receivables 16 8, , (d) Cash and bank balances 17 1, , (e) Short-term loans and advances 18 1, , (f) Oer current assets , , Total 36, , The accompanying Notes to Accounts form 1 to 44 an integral part of e financial atements Significant Accounting Policies 45 ( in Lacs) AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTOR FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS CA Avinash Baxi Monika Choukse S.S. Mundra Anurag Mundra (Partner) Company Secretary Chairman and CFO and Joint Managing Membership No Managing Director Director Place: Indore Date: May 20, ANNUAL REPORT

79 Statement of Profit and Loss for e year ended 31 MARCH 2015 Particulars Notes For e year For e year I. INCOME a. Revenue from operations 20 11, , Less : Excise Duty , , b. Oer Income Total Revenue 11, , II. EXPENSES a. Co of materials consumed 22 6, , b. Changes in inventories of finished goods, work-in-progress and ock-in-trade 23 (1,764.33) (4.67) c. Employee benefits expense d. Finance cos 25 1, , e. Depreciation and amortization expense f. Oer expenses 26 1, Total Expenses 9, , III. Profit before exceptional and extraordinary items and tax (I-II) 1, , IV. Exceptional / Extraordinary Items - - V. Profit before tax (III - IV) 1, , VI. Tax expense: (1) Current tax , (2) Deferred tax , VII. Profit for e Year (V-VI) 1, , VIII. Earning per Equity share - FV Re. 1 ( in Lacs) Basic and Diluted (in Rs.) The accompanying Notes to Accounts form an integral part 1 to 44 of e financial atements Significant Accounting Policies 45 AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTOR FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS CA Avinash Baxi Monika Choukse S.S. Mundra Anurag Mundra (Partner) Company Secretary Chairman and CFO and Joint Managing Membership No Managing Director Director Place: Indore Date: May 20, ANNUAL REPORT

80 ST CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2015 ( in Lacs) Particulars CASH FLOW FROM OPERATING ACTIVITIES Profit before tax and extraordinary items 1, , Adjuments for: a) Depreciation and amortization expense c) Intere Received (214.82) (456.63) d) Finance Co 1, , f) Profit on sale of invement (2.17) 0.00 Operating profit before working capital changes 4, , Adjuments for: a) Trade & oer receivables 9, (9,695.15) b) Inventories (2,136.46) (873.00) c) Trade payables & provisions (10,835.85) 5, Cash Generated from Operations 1, , Adjuments for: Direct Taxes (Net) (1,695.13) (975.58) Net Cash Flow from Operating Activities (574.54) 3, Cash Flow from Inveing Activities a) Purchase of Fixed Assets & CWIP (40.53) (10,611.50) c) Intere Received d) Purchases of current and non-current Invements (213.73) 0.00 e) Sales of Invements (100.00) f) Fixed deposit pledged having maturity more an 3 mons 3, (2,810.08) Net Cash used for Inveing Activities 3, (13,064.95) Cash Flow from Financing Activities d) Proceeds from Borrowings - 10, e) Repayment of Borrowings (2,158.38) (1.59) f) Dividend paid including corporate dividend tax (467.98) (233.99) g) Finance cos (1,801.55) (1,019.73) Net Cash Flow from Financing Activities (4,427.91) 9, Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) (1,551.14) Cash & Cash Equivalents at Beginning of e Year 2, , Cash & Cash Equivalents at End of e Year 1, , Increase/(Decrease) in Cash & Cash Equivalents (1,551.14) AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTOR FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS CA Avinash Baxi Monika Choukse S.S. Mundra Anurag Mundra (Partner) Company Secretary Chairman and CFO and Joint Managing Membership No Managing Director Director Place: Indore Date: May 20, ANNUAL REPORT

81 NOTES FORMING AN INTEGRAL PART OF FINANCIAL STATEMENTS ST FOR THE YEAR ENDED 31 MARCH 2015 NOTE 1. SHARE CAPITAL ( in Lacs ) Particulars As at 31 March 2015 As at 31 March 2014 Auorised 30,00,00,000 Equity Shares (Previous Year 30,00,00,000 Equity Shares) of Re. 1 each Issued, Subscribed and Paid up 20,00,00,000 Equity Shares (Previous Year 20,00,00,000 Equity Shares) of Re. 1 each fully paid up The reconciliation of e number of shares and amount outanding is set out below: Particulars As at 31 March 2015 As at 31 March 2014 No. of Shares Amount in lacs No. of Shares Amount in lacs Equity Shares at e beginning of e year Add: issued during e year at e end of e year The company has only one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share. The dividend proposed by e Board of Directors is subject to e approval of shareholders in ensuing Annual General Meeting, except in case of interim dividend. In e event of liquidation e equity shareholders will be entitled to receive e remaining assets of e Company, after diribution of all preferential amounts, in proportion of eir shareholding. 1.3 The details of Shareholders holding more an 5% Equity shares: Name of e Shareholders As at 31 March 2015 As at 31 March 2014 No of shares held % Holding No of shares held % Holding Shri Shyam Sundar Mundra Shri Shyam Sunder Mundra (in e capacity of Truee of SVA Family Tru) For e period of five years immediately preceeding e date at which e Balance Sheet is prepared i.e.31 March The Company has: (i) alloted equity shares as fully paid up bonus shares during e year (ii) not allotted any shares pursuant to contract(s) wiout payment being received in cash. (iii) not bought back any shares/class of shares ANNUAL REPORT

82 NOTE 2 RESERVES AND SURPLUS ( in Lacs ) Particuler A. Securities Premium Reserves Balance at e beginning of e year Add: Premium on shares issued during e year - - Balance as at e end of e year ( A ) B. General Reserve Balance at e beginning of e year Add : Transferred from Statement of Profit and Loss Balance as at e end of e year ( B ) C. Surplus in Statement of Profit and Loss Balance at e beginning of e year Add:Surplus for e year Less: Depreciation Adjument as per Schedule II of Companies Act, (Net of Deffered Tax Rs.1.18 lacs, Pre. Year Nil) (Refer Note No. 30) Less: Appropriations: Transferred to General Reserve Proposed Dividend on Equity Shares Tax on Dividend Balance as at e end of e year ( C ) Total Reserves and Surplus ( A + B + C ) NOTE 3 LONG TERM BORROWINGS Particuler Secured Term Loans from Banks Less : Current Maturity of Long Term Debts Total NOTE : 1. a) i. Term loan from SBI, sanctioned limit Rs. 500 lacs, outanding as at e year end NIL (Pre.Yr Rs lacs) is secured by fir charge over entire fixed assets of Transformer Division of e company by way of equitable mortgage of land building and oer immovable assets situated at D/2, Sector -D and freehold indurial land at Survey no 211/1, Opposite sector "C" & Metalman, Sanwer Road Indurial Area Indore (M.P.) and second charge over e entire current assets of e company and personally guaranteed by promoter directors of e company. ii. Furer secured by fir pari-passu charge by way of EM of property situated at 191/1,191/2,191/3,191/4 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 Sou Tukoganj Indore owned by Shri Shyam Sunder Mundra. b) (i) Term loan from BOB, sanctioned limit of Rs lacs, Outanding as at e year end Rs lacs (Pre.Yr. Rs lacs) for Solar Power Project is secured by exclusive fir charge by way of EM of land and Buliding Suitated at survey No. 13/1/1 of Khata No.18/2(56) Vill. Gagorni Tehsil & Dirict Rajgarh and plant and machinery and oer movable fixed assets of e company's proposed solar power unit bo present and future and secured by hypoecation of ores & spares book debts and all oer current assets of e company pertains to solar power project unit II located at survey No. 13/1/1 of Khata No.18/2(56) Vill. Gagorni Tehsil & Dirict Rajgarh. (ii) Term loan is furer secured by lien on Fixed Deposits wi bank of Rs 50 lacs and personally guaranteed by promoter directors. (iii) The Term loan repayable in 48 quarterly inallments comprising of 47 equal quarterly inallment of Rs lacs each arting from quarter ending June 2012 and la inallment of Rs lacs due in e quarter ending March 2024.Rate of intere 13% p.a. as at he year end (Previous year 13% p.a.) c) Term Loan from Union Bank of India, sanctioned limit of Rs lacs outanding as at e year end Rs lacs (Pre.Yr ) is secured by EM of Land situated at survey No. 32,33,34,1223/5, Dabla ANNUAL REPORT

83 Soundhya, Jaisinghpura, BarodTehsil, Madhya Pradesh and fir charge by way of mortgage of all immovable properties and assets of proposed 7MW power project at Barod and hypoecation of all movable assets including plant & machinery, vehicle and all oer movable assets of e Project, present and future and book debts and all oer current assets of e company and lien on fixed deposit wi bank of Rs.50 lacs and personally guaranteed by promoter directors. The Term loan repayable in 48 quarterly inallments of Rs lacs each arting from April 2014 and la inallment due in January Rate of intere 12% p.a. as at e year end (Previous year 12.50% p.a.) d) (i) Term Loan from Indian Overseas Bank, sanctioned limit of Rs lacs, Ouanding as at e year end Rs lacs (Pre.Yr lacs) is secured by EM followed by regiration of memorandum of free hold barren land and measuring 8 hectare to village Dabla, Barod Tehsil, Madhya Pradesh and exclusive charge by way of hypoecation of plant & machinery created for 5MW solar power plant and on Building / oer fixed assets etc to be created ereon where project is proposed to be erected and lien on fixed deposit wi bank of Rs. 105 lacs and personally guaranteed by promoter directors. (ii) The Term loan repayable in 48 quarterly inallment comprising of 47 equal quarterly inallments of Rs lacs each arting from April 2014 and la inalment of Rs lacs due in e Jan 2026.Rate of intere 14.50% p.a. as at e year end (Previous year 14.50% p.a.) e) (i) Term loans from Axis Bank, sanctioned limit Rs lacs, outanding as at e year end Rs lacs ( Pre Yr lacs) are secured by exclusive charge on assets purchased again e loans. The term loan repayable in 60 equal monly inallment of Rs 0.72 lacs each (including intere) arting from April 2013 and la inallment due in February Rate of intere 10.00% p.a. as at e year end (Previous Year 10.00% p.a.) f) Term loans from Axis Bank, sanctioned limit Rs lacs, outanding as at e year end Rs Lacs (Pre. Yr. Rs lacs) are secured by exclusive charge on assets purchased again e loans. The term loan repayable in 60 equal monly inallment of Rs 0.46 lacs each (including intere) arting from January 2013 and la inallment due in November Rate of intere 10.09% p.a. as at e year end (Previous Year 10.09% p.a.) 2. Secured long term borrowings aggregating to Rs lacs(previous year Rs lacs) [including intere accrued and due Rs.1.76 lacs(previous year Rs lacs) are secured by personal guarantee of promoter director. NOTE 4 DEFERRED TAX LIABILITY (NET) ( in Lacs ) Particulers Deferred Tax Liability On account of Depreciation difference on fixed assets Deferred Tax Assets Disallowance under e Income Tax Act Unabsorbed Depreciation Deferred Tax Liability (Net) NOTE 5 LONG TERM PROVISIONS Particulars Provision for Employee Benefits (Refer Note No.28 for AS - 15 disclosure) Total NOTE 6 SHORT TERM BORROWINGS Particulars Loans Repayable on Demand Secured From Banks - Working Capital Loans Total ANNUAL REPORT

84 Note: (a) (b) UJAAS ENERGY LIMITED Working capital loans from bank is secured by fir pari-passu charge by way of hypoecation of ocks of raw materials finished goods ock in process at e company's premises / godown or such oer places as may be approved by e bank from time to time including goods in transit and shipment outanding monies book-debts receivables and oer current assets of e company and second pari-passu charge by way of equitable mortgage of factory land building and fixed assets of e company and personally guaranteed by promoter director. Furer secured by fir pari-passu charge by way of EM of property situated at 191/1,191/2,191/3,191/4 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 Sou Tukoganj Indore owned by Shri Shyam Sunder Mundra. The short term borrowings aggregating to Rs lacs ( Previous year Rs lacs ) are furer secured by personal guarantee of promoter director. NOTE 7 TRADE PAYABLES ( in Lacs ) Particulars Due to Micro Small and Medium Enterprises Due to oers Total Disclosures as required under Section 22 of e Micro, Small and Medium Enterprises Development Act, 2006 a. Trade Payables includes Rs lacs (Previous Year Rs lacs) amount payable to micro and small enterprises regiered under e Micro, Small and Medium Enterprises Development Act, 2006 (MSME), as identified by e company based on information available. b. The details of amount outanding to Micro, Small and Medium Enterprises are as under : Particulars As at 31 March, 2015 As at 31 March, 2014 Principle amount due and remain unpaid - - Intere due on above and remain unpaid - - Intere paid - - Payment made beyond appointed day during e year - - Intere due and payable for e period of delay - - Intere accrued and remaining unpaid - - Amount of furer intere due and payable in succeeding years - - NOTE 8 OTHER CURRENT LIABILITIES Particulars Current Maturities of Long Term Debt (Refer Note No.3 for details of security) Intere accrued and due on borrowing Unclaimed Dividend* Oer Payables Statutory Remittances Advances from Cuomers Oer Liabilities** Total * There are no amounts due for payment to Inveor's Education and Protection Fund. ** Includes Salary Payable, Expenses Payable etc. NOTE 9 SHORT TERM PROVISIONS Particulars a) Provision for employee benefits (Refer Note No.28 for AS-15 disclosure) b) Oers Proposed Dividend Tax on Dividend Provision for Taxation (Net of Advance tax Rs lacs Prev Year Rs lacs) Provision for excise duty on closing ock Total ANNUAL REPORT

85 NOTE 10 FIXED ASSETS ( in Lacs ) Name of e Assets GROSS BLOCK DEPRECIATION AND AMORTISATION NET BLOCK As on Addition Deduction As on Upto Adjuments For e Upto As on As on in Retained Year Earnings (Refer note 30) i. Tangible Assets Land - Freehold Buildings Plant & Equipments Solar Power Plant Furniture & Fixture Vehicles Office Equipment Computer Total : Previous year : ii. Intangible assets Computer Software Total : Previous year : ANNUAL REPORT

86 NOTE 11 NON-CURRENT INVESTMENT ( in Lacs ) Particulars Invements in Subsidiaries (Unquoted, Trade) 60 Equity Shares (Pre. Year Nil) of Eizooba Energy One Ltd of Ugandan Shilling 10,00,000 each 1 Equity Share (Pre. Year Nil) of Ujaas Energy HK Ltd of HK$ 1 each (equivalent to INR 8.05) Total Note: Aggregate value of unquoted invements Aggregate provision for diminution in value of Long Term Invement Note 12 Long Term Loans and Advances Particulars (Unsecured, considered good) Security Deposits Total Note-13 : Oer Non-Current Assets Particulars i) Intere Accrued Intere accrued on Fixed Deposits ii) Balance wi banks in Deposit Account Having maturity of more an 12 mons {Refere Note 17 B (b)} Earmarked for credit facility granted by bank Total NOTE 14 CURRENT INVESTMENT Particulars Invement in Mutual Funds (unquoted) (Units of Rs.10 each, unless oerwise specified) Nil Units (Pre. Yr ) of SBI Premier Liquid Fund Regular Plan Units (Pre. Yr. Nil) of Axis Treasury Advantage Fund - Grow Total Note: Aggregate amount of unquoted invements Aggregate provision for diminution in value of invements Current invements are valued at lower of co or at Market/fair value (Net asset value incase of mutual funds). NOTE 15 INVENTORIES Particulars Raw Materials Work in Progress Finished Goods Renewable energy certificates {Refer note no. 35 (a)} Total (At lower of co or net realisable value) ANNUAL REPORT

87 ( in Lacs) Detail of Inventories Raw Material Transformer Laminations Transformer Oil Land Solar module 245WP Oers Work in Progress Transformer Solar Power Plant Finished Goods Transformer Unbilled Power {Refer note no. 35 (b)} Renewable Energy Certificates (REC) Total NOTE 16 TRADE RECEIVABLES Particulars (Unsecured, considered good) Due for more an Six Mons from e date ey are due for payment * Oers Total * Includes Rs lacs (Previous year Rs lacs) due from party in which directors are intereed. NOTE 17 CASH AND BANK BALANCES Particulars A. Cash and Cash Equivalents i. Balances wi Banks in Current Accounts in Deposit Accounts wi maturity less an 3 mons Earmarked for credit facility granted by bank ii. Cash on hand B. Oer Bank Balances In Deposit Account a. Having maturity 3 to 12 mons Earmarked for credit facility granted by bank b. Having maturity more an 12 mons Less : Shown under oer non-current assets ( Note No. 13) (356.21) (245.47) c. In Unclaimed Dividend Total NOTE 18 SHORT TERM LOANS AND ADVANCES Particulars (Unsecured, considered good) Loans and Advances to Subsidiaries Security Deposits Intercorporate Deposits/Loan Oers Loans and Advances to Employees Prepaid Expenses Balance wi Government Auorities Advance to Suppliers Total ANNUAL REPORT

88 NOTE 19 OTHER CURRENT ASSETS Particulars Intere accrued on deposits Oer receivable Total NOTE 20 REVENUE FROM OPERATIONS Particulars Sale of Products Sale of Services Less:Excise Duty Total Details of Sales of Product Revenue from Power Supply Sale of Solar Power Plant Sale of Renewable Energy Certificates Sale of Transformers Details of Sales of Services Project/Operation Management Services Oer Services Rendered Total NOTE 21 OTHER INCOME Particulars Intere Income Profit on sale of Current Invement Net gain on foreign currency translations and transactions Oer receipts Total NOTE 22 COST OF MATERIALS CONSUMED Particulars Raw Materials Consumed Total Imported and Indigenous Raw materials consumed: Particulars 31 March 2015 % 31 March 2014 % Imported Indigenous Particulars Details of Raw Material Consumed Ins. Alluminium Wire & rips Iron & Steel Lamination Transformer Oil Radiator Solar Modules ANNUAL REPORT

89 Solar Invertor Solar Structure Land Oer Items Total NOTE 23 CHANGES IN INVENTORIES OF FINISHED GOODS WORK-IN-PROGRESS AND STOCK-IN-TRADE Particulars Closing ock Finished Goods Renewable Energy Certificates Work in Progress Less : Opening Stocks Finished Goods Renewable Energy Certificates Work in Progress Changes in Inventories NOTE 24 EMPLOYEE BENEFITS EXPENSE Particulars Salaries and Wages Contribution to Provident and oer funds Staff Welfare Expenses Total NOTE 25 FINANCE COSTS Particulars Intere Expenses Oer Borrowing Co Total Note 26 Oer Expenses Particulars Power & Fuel Rent Repairs to Buildings Repairs to Machinery Repairs oers Rates and Taxes excluding taxes on Income Insurance Travelling & Conveyance Expenses Freight & cartage outward Teing Charges Legal and Professional Bank Charges Net Loss on foreign currency Transactions & Translation Increase/decrease in Excise duty on inventory 4.80 (31.44) Miscellaneous Expenses Total ANNUAL REPORT

90 27. Contingent liabilities and commitments (to e extent not provided for) Particulars As at 31 March, 2015 As at 31 March, 2014 A. Contingent liabilities for Income Tax Demand disputed {Amount deposited again demand Rs lacs (Previous year Rs lacs)} B. Commitments Nil Nil 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 Meod as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) as at balance sheet date. Actuarial gain and losses are recognized in full in atement of Profit and Loss I. Change in Benefit Obligation Gratuity Gratuity Liability at e beginning of e year Intere Co Current Service Co Pa Service Co 0 0 Benefit Paid 0 0 Actuarial (gain)/loss on obligations (6.56) 0.66 Liability at e end of e year II. Amount Recognized in e Balance Sheet Liability at e end of e year Fair Value of Plan Assets at e end of e year 0 0 Difference Pa Service Co 0 0 Transition Liability 0 0 Amount Recognized in e Balance Sheet III. Expenses Recognized in Profit and Loss Account Current Service Co Intere Co Expected Return on Plan Assets 0 0 Pa Service Co 0 0 Actuarial Gain or Loss (6.56) 0.66 Expense Recognized in P& L IV. Balance Sheet Reconciliation Opening Net Liability Expense as above Employers Contribution 0 0 Amount Recognized in Balance Sheet V. Assumptions : Discount Rate Prev. 8% 8% Salary Escalation Prev. 5% 5% Discount Rate Current 8% 8% Salary Escalation Current 5% 5% ANNUAL REPORT

91 ii. Expected contribution for defined benefit plan for e next financial year will be in line wi F.Y iii. Amounts recognized in current year and previous four years: Particulars 31 March 31 March 31 March 31 March 31 March Defined Benefit Obligation Fair Value of Plan Assets Surplus/ (Deficit) in plan Actuarial (gain)/loss on plan obligation Actuarial gain/ (loss) on plan assets Disclosure relating to Conruction Contract (Revised) as per requirement of Accounting Standard 7 are as follows : Particulars Contract revenue recognized for e year In respect of Contract in progress at e end of year i. Co incurred and recognized profits (less recognized losses) ii. Advance received from cuomers iii. Amount of retentions Nil Nil The eimates of total cos and total revenue in respect of conruction contracts entered in accordance wi AS-7 (Revised) Conruction Contracts are reviewed and updated periodically to ascertain e percentage completion for revenue recognition. However, it is impracticable to quantify e impact of changes in eimates. 30. Pursuant to enactment of new Companies Act 2013 and as per e Schedule II of e Companies Act 2013; wi effect from 1 April 2014 Company has revised e useful life of fixed Assets for providing depreciation on it. Accordingly, carrying amount as on 1 April 2014 has been depreciated over e remaining revised useful life of e fixed assets. Due to is change e depreciation for e year ended 31 March, 2015 is lower by Rs lacs and profit before tax for e year ended 31 March, 2015 is higher to e extent of Rs lacs. In accordance wi transitional provision in respect of assets whose useful life is already exhaued as on 1 April 2014, depreciation Rs lacs (Net of deferred tax Rs.1.17 lacs) has been recognized in e opening balance of retained earnings in accordance wi e requirements of Schedule II of e Act. 31. Borrowing Cos Borrowing Co capitalized during e year on funds attributable to conruction set-up of Plant and Machinery at village Dabla, Tehsil Barod (M.P.) was nil (previous year Rs lacs). 32. Segment Reporting as per AS -17 A. BUSINESS SEGMENT PARTICULARS Transformer Solar Power Manufacturing and Sale Unallocable Total Plant Operation of Solar Power Syem Segment revenue , , , Previous Year 2, , , , Segment result(pbit) , , (95.79) 3, Previous Year , , , Less : Finance Co , Previous Year , Profit before Exceptional/ Extraordinary item , Previous Year , Exceptional/Extraordinary item Previous Year ANNUAL REPORT

92 Profit (+) Loss(-) before tax 1, Previous Year 8, Less : Tax Expenses Current Tax Previous Year 1, Deferred Tax Previous Year 2, Profit after tax , Previous Year 3, Segment Assets 1, , , , , Previous Year 3, , , , , Segment Liabilities , , Previous Year , , Segment Depreciation Previous Year B. Secondary Segment Geographical The company's operating facilities are located in India Particulars Domeic Revenue 11, , Export Revenue - 11, , Note: A Unallocable segment assets exclude e following: Current invement Non-current invement B Unallocable segment liabilities exclude e following: Secured Loans 10, , Deferred Tax Liability 4, , Provision for Dividend Corporate Tax on Dividend Provision for Tax , , , Disclosures under AS 18 - Related Party Disclosures Li of Related Parties as per AS-18 A. Enterprises where control exis Eizooba Energy One Limited, Uganda - Subsidiary Company Ujaas Energy HK Limited, Honk Kong - Subsidiary Company B. Key Managerial Personnel Mr. Shyam Sunder Mundra - Chairman and Managing Director Mr. Vikalp Mundra - Joint Managing Director Mr. Anurag Mundra - CFO and Joint Managing Director C. Entities where Key Management Personnel & relatives of Key Management Personnel having significant influence Ambika Conductors Private Limited (up to 31 March, 2014) Agartala electricals LLP ANNUAL REPORT

93 Details of e transactions wi Related Parties Particulars Remuneration paid S.S. Mundra Vikalp Mundra Anurag Mundra Invement Eizooba Energy One Limited Ujaas Energy HK Limited (Equivalent to INR 8.05) Loans and Advances Eizooba Energy One Limited Ujaas Energy HK Limited Outanding Balance Receivables Agartala Electricals LLP Purchase Ambika Conductors Private Limited Leases- Where company is lessee The Company has taken office premises under operating lease agreements. These are renewable/cancellable on periodic basis at e option of bo lessor and lessee. The company has not recognized any contingent rent as expense in e atement of profit and loss. The aggregate amount of operating lease payments recognized in e atement of profit and loss is Rs 41,80,062 /- (Previous Year Rs. 41,80,062/- ). 35. a. The Company held Renewable energy certificates as on 31 March, 2015 which are valued at Net realizable value. b. Power generated during e year and pending for acceptance by Electricity Diribution Company as at e year-end are shown as Unbilled Power under finished goods inventory. 36. Earnings per Share Particulars (a) Net Profit after tax (b) Weighted Average Number of Equity Shares (c) Nominal value per share Re. 1 1 (d) Basic & Diluted Earnings Per Share (Rs.) Pursuant to disclosure pertaining to Section 186 (4) of e Companies Act, 2013 e following are e details ereof : a. Loan given as at e year end : Particulars EIZOOBA ENERGY ONE LIMITED UJAAS ENERGY HK LIMITED AUTOPAL IMPEX PVT LTD ARJUN NIRMAN INFRASTRUCTURE PVT. LTD GLOBUS HOME PVT. LTD SHREE GOVIND REALITY PVT. LTD SHRI KHEDAPATI INFRASTATE PVT. LTD ANNUAL REPORT

94 The above loans given are classified under respective heads and are given at an intere rate higher an rate prevailing yields of government securities. The same are utilized by e recipients for working capital needs (refer note 18). b. Invements Made The invements are classified under respective heads for purposes as mentioned in eir object clause. Refer Note 11 and Dividend remitted in foreign currency to Non-Resident Shareholders Particulars Equity Shares a. No. of Non-Resident Equity Shareholders - 9 b. Number of Equity Shares held by em c. (i) Amount of Dividend Paid (Rs. in lacs) (ii) Year to which dividend relates Earnings in foreign currency Particulars Intere from subsidiaries 2.63 Nil 40. Expenditure in foreign currency Particulars Travelling expenses Consultancy fees Oers Value of Import Calculated on C.I.F. basis Particulars Raw Materials Capital Goods Payment to Auditor UJAAS ENERGY LIMITED Particulars For Statutory Audit For Tax Audit For Co Audit For Oer Services For Reimbursement of Expenses DISCLOSURE PURSUANT TO CLAUSE 32 OF LISTING AGREEMENT WITH STOCK EXCHANGES A) Loans and Advances in e nature of Loans to Subsidiary Name of e Company As at Maximum Balance During e Year 31 March March March March 2014 Eizooba Energy one Ltd Ujaas Energy HK Ltd B) Loans and Advances in e nature of loan to Associates, Related Party and parties where directors are intereed. NIL C) i) None of e parties to whom loans were given have made invement in e shares of e Company. ii) The above Advances fall under e category of loans, which are repayable on demand and intere has been charged on it. 44. Previous year s figures are regrouped or rearranged wherever considered necessary, to make em comparable wi current year s figure ANNUAL REPORT

95 45. Significant Accounting policies and practices adopted by e Company are disclosed as under : 1. General Company Information The Company is engaged in manufacturing / servicing of transfer, Generation of solar power and manufacturing, sales and services of Solar Power Plants/ Projects. Six Solar Parks are situated at Ichhawar di. Sehore,Gagorni at di. Rajgarh, Susner-Barod-Rojhani at di. Agar, and Bercha at di. Shajapur in e ate of Madhya Pradesh. The company is a Public Limited Company and its shares are lied on Bombay Stock Exchange (BSE) and National Stock Exchange( NSE). 2. Significant Accounting Policies a. Basis Of Accounting The Accounts have been prepared in accordance wi e hiorical co convention. The financial atements are prepared as a going concern under e hiorical co convention on an accrual basis of accounting in accordance wi e Generally Accepted Accounting Principles (GAAP) in India. These financial atements have been prepared to comply in all material aspects wi e Accounting Standards notified under Rule 7 of e Companies (Accounts) Rules, 2014 in respect of section 133 of e Companies Act, 2013 and oer recognized accounting practices and policies. b. Use of Eimates The preparation and presentation of financial atements requires eimates and assumptions to be made at affect e reported amounts of assets and liabilities on e date of financial atements and e reported amounts of revenue and expenses during e reported period. The difference between actual results and eimates are recognized in e period in which e results are known / materialize. c. Valuation Of Inventories Inventories are valued at lower of co or market value except scrap and renewable energy certificate valued at net realizable value. Co of inventory is arrived at by using Moving Average Price Meod. Co of inventory is generally comprise of co of purchase, co of conversion and oer co incurred in bringing e inventory to eir present location and condition. d. Depreciation and Amortization Depreciation on fixed assets is provided in e manner specified in Schedule II to e Companies Act, 2013 except based on technical evaluation e useful life of Solar power generation plant is considered 25 years which is different from at prescribed in schedule II of e Act i.e. 15 years. Depreciation of an asset is e difference between Original co / revalued amount and e eimated residual value and is charged to e atement of profit and loss over e useful life of an asset on raight line basis. The eimated useful life of assets and eimated residual value is taken as prescribed under Schedule II to e Companies Act, Depreciation on additions during e year is provided on pro rata basis wi reference to date of addition/inallation. Depreciation on assets disposed /discarded is charged up to e date on which such asset is sold. Intangible assets - Computer software are amortized over a period of 3 years. e. Revenue Recognition The Company follows e mercantile syem of accounting and recognizes income and expenditure on accrual basis. Sales revenue is recognized on transfer of e significant risks and rewards of ownership of e goods to e buyer and ated net of sales tax, VAT, trade discounts and rebates but includes excise duty. Revenue from conruction of Solar Power syem (conruction contract) activity is recognized in accordance wi accounting andard-7 (Revised), conruction contracts, issued by e initute of Chartered Accountants of India (e ICAI ), contract revenue is recognized using fixed price contract basis, on percentage of completion meod subject to such co of work performed being 15% or more of total eimated co. The percentage completion meod is e proportion of co of work performed till date to e total eimated contract co. Contract cos include cos at relate directly to e specific contract and cos at are attributable to contract activity and allocable to e contract cos at cannot be attributed to contract activity are expensed where incurred. Revenue from Power Supply is recognized for on acceptance by Electricity Diribution Company/Consumers of units generated and after giving allowance for wheeling and transmission loss. Revenue from Renewable Energy Certificate is recognized on accrual basis. Intere income is recognized on time proportion basis. Income from services is recognized as ey are rendered (based on arrangement / agreement wi e concern cuomers) ANNUAL REPORT

96 f. Fixed Assets i. Fixed Assets Fixed assets (Tangible and Intangible) are ated at co of acquisition or conruction or development, net of tax /duty credit availed if any, including any co attributable for bringing e 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/inallation are shown as "Capital work in progress", Expenditure during conruction period are shown as "pre-operative expenses" to be capitalized on erection/inallations of e assets. g. Foreign Currency Transaction III. I. All transactions in foreign currency are recorded at e rates of e exchange prevailing on e dates when e relevant transactions took place; any gain/ loss on account of e fluctuations in e rate of exchange is recognized in e atement of Profit and Loss. II. Monetary items in e form of loans, current assets and current liabilities in foreign currencies at e close of e year are converted in e Indian currency at e appropriate rate of exchange prevailing on e dates of e Balance Sheet. Resultant gain or loss on account of fluctuation in e rate of exchange is recognized in e atement of Profit and Loss. h. Invements In respect of e Forward Exchange Contracts entered into to hedge foreign currency risks, e difference between e Forward Rate and Exchange Rate at e inception of e contract is recognized as income or expense over e life of e contract. Furer, e exchange difference arising on such contracts are recognized as income or expense along wi e exchange difference on e underlying assets/ liabilities. Invements at are readily realizable and are intended to be held for not more an one year from e date, on which such invements are made, are classified as current invements. All oer invements are classified as long term invements. Current Invements are carried at lower of co or fair value. Noncurrent / Long Term invements are carried at co of acquisition. However, no provision is made for diminution in e value of long term invements, where in e opinion of board of directors such diminutions is temporary. i. Employee Benefits (a)po- employment benefit plans (b) UJAAS ENERGY LIMITED (i) Defined Contribution Plan - Contributions to provident fund and Family Pension Fund are accrued in accordance wi applicable atute and deposited wi appropriate auorities. (ii) Defined Benefit Plan -The liability in respect of gratuity is determined using actuarial valuation of gratuity using Projected Unit Credit Meod as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) as at balance sheet date. Actuarial gain and losses are recognized in full in atement of Profit and Loss. 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 e period when e employees renders e services. These benefits include compensated absence also. j. Borrowing Co Borrowing cos attributable to acquisitions and conruction of qualifying assets are capitalized as a part of e co of such asset up to e date when such asset is ready for its intended use. Oer borrowing cos are charged to Statement of Profit and Loss. k. Segment Accounting Policies 1. The company has disclosed business segment as e primary segment. Segment have been identified taking into account e type of products, e differing risk return and e internal reporting syem. The various segment identified by e company comprised as under :- Name of Segment Transformer Solar Power Plant Generation Manufacturing and Sale of Solar Power Syem Comprised of - Manufacturing and servicing of transformer - Generation and diribution of Power Units, Operation and Maintenance of solar Power Plant - Manufacturing and sales of Solar Power Plant ANNUAL REPORT

97 2. Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified wi e segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to e business segment are shown as unallocated corporate co. Assets and liabilities at cannot be allocated between e segments are shown as un- allocable corporate assets and liabilities respectively. 3. The Company has identified geographical segments as e secondary segment. Secondary segments comprise of domeic and export markets. However, company has no export sales. l. Lease Accounting As a Lessee Leases, where risk and reward of ownership, are significantly retained by e lessor are classified as operating leases and lease rentals ereon are charged to e atement of profit and loss over e period of lease. m. Taxes On Income Current tax is e amount of tax payable on taxable income for e year as determined in accordance wi e provisions of e Income Tax Act, Deferred Tax is recognized on timing difference between taxable income and accounting income at originate one period and are capable of reversal on one or more subsequent period. Deferred Tax assets are recognized and carried forward to e extent at ere is a virtual / reasonable certainty at sufficient future taxable income will be available again which such deferred tax assets can be realized. n. Impairment Of Assets An asset is impaired when e carrying co of asset exceeds its recoverable value. An impairment loss is charged to e profit and loss account in e year in which an asset is identified as impaired. An impairment loss recognized in prior period is reversed if ere has been an indication at impairment loss recognized for an asset no longer exis or may have decreased. o. Provision, Contingent Liabilities And Contingent Assets Provisions involving subantial degree of eimation in measurement are recognized when ere is a present obligation as a result of pa events and it is probable at ere will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in e financial atements. Contingent assets are neier recognized nor disclosed in e financial atements. p. Cash Flow Statement Cash flows are reported using indirect meod, whereby profit/ (loss) before extraordinary items and tax is adjued for e effects of transactions of non-cash nature and any deferrals or accruals of pa or future cash receipts or payments. The cash flow from operating, inveing and financing activities of e company is segregated based on e available information. AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTOR FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS CA Avinash Baxi Monika Choukse S.S. Mundra Anurag Mundra (Partner) Company Secretary Chairman and CFO and Joint Managing Membership No Managing Director Director Place: Indore Date: May 20, 2015 i n ANNUAL REPORT

98 To, The Members of Ujaas Energy Limited (Formerly M and B Switchgears Limited) Report on e Consolidated Financial Statements Independent Auditors Report We have audited e accompanying consolidated financial atements of Ujaas Energy Limited ( hereinafter referred to as e Holding Company ) and its subsidiaries (e Holding and its subsidiaries togeer referred to as e Group ) comprising of e Consolidated Balance Sheet as at 31 March, 2015, e Consolidated Statement of Profit and Loss, e Consolidated Cash Flow Statement for e year en ended, and a summary of e significant accounting policies and oer explanatory information (hereinafter referred to as e consolidated financial atements ). Management s Responsibility for e Consolidated Financial Statements The Holding Company s Board of Directors is responsible for e preparation of ese consolidated financial atements in terms of e requirements of e Companies Act, 2013 ( hereinafter referred to as e Act ) at give a true and fair view of e consolidated financial position, consolidated financial performance and consolidated cash flows of e Group in accordance wi e accounting principles generally accepted in India, including e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, The respective Board of Directors of e companies included in e group are responsible for maintenance of adequate accounting records in accordance wi e provisions of e Act for safeguarding e assets of e Group and for preventing and detecting frauds and oer irregularities; e selection and application of appropriate accounting policies; making judgments and eimates at are reasonable and prudent; and e design, implementation and maintenance of adequate internal financial controls, at were operating effectively for ensuring e accuracy and completeness of e accounting records, relevant to e preparation and presentation of e consolidated financial atements at give a true and fair view and are free from material misatement, wheer due to fraud or error, which have been used for e purpose of preparation of e consolidated financial atements by e Directors of e Holding Company, as aforesaid. Auditor s Responsibility Our responsibility is to express an opinion on ese consolidated financial atements based on our audit. While conducting e audit, we have taken into account e provisions of e Act, e accounting and auditing andards and matters which are required to be included in e audit report under e provisions of e Act and e Rules made ereunder. We conducted our audit in accordance wi e Standards on Auditing specified under Section 143(10) of e Act. Those Standards require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e consolidated financial atements are free from material misatement. An audit involves performing procedures to obtain audit evidence about e amounts and e disclosures in e consolidated financial atements. The procedures selected depend on e auditor s judgment, including e assessment of e risks of material misatement of e consolidated financial atements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal financial control relevant to e Holding Company s preparation of e consolidated financial atements at give a true and fair view, in order to design audit procedures at are appropriate in e circumances, but not for e purpose of expressing an opinion on wheer e Holding Company has an adequate internal financial controls syem over financial reporting in place and e operating effectiveness of such controls. An audit also includes evaluating e appropriateness of e accounting policies used and e reasonableness of e accounting eimates made by e Holding Company s Board of Directors, as well as evaluating e overall presentation of e consolidated financial atements. We believe at e audit evidence obtained by us and e audit evidence obtained by e oer auditors in terms of eir reports referred to in sub paragraph of e Oer Matters Paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on e consolidated financial atements. Opinion In our opinion and to e be of our information and according to e explanations given to us, e aforesaid consolidated financial atements give e information required by e Act in e manner so required and give a true and fair view in conformity wi e accounting principles generally accepted in India, of e consolidated ate of affairs of e Group as at 31 March, 2015, and eir consolidated profit and eir consolidated cash flows for e year ended on at date. Oer Matter UJAAS ENERGY LIMITED We did not audit e financial atements of two subsidiaries whose financial atements reflect total assets of Rs lacs as at 31 March, 2015, Net Loss of Rs.3.43 lacs and net cash out flows amounting to Rs.4.33 lacs for e year ended on at date as considered in e consolidated financial atements. These financial atements have been audited by oer auditors whose reports have been furnished to us by e Management and our opinion on e consolidated financial atements, in so far as it relates to e amount and disclosures included in respect of ese subsidiaries and our report in terms of sub- section (3) and (11) of section 143 of e Act, insofar as it relates to e aforesaid subsidiaries, is based solely on e reports of e oer auditors. Our opinion on e consolidated financial atements and our report on Oer Legal and Regulatory Requirements below, is not modified in respect of e above matters wi respect to our reliance on e work done and e reports of e oer auditors and e financial atements certified by e Management ANNUAL REPORT

99 Report on Oer Legal and Regulatory Requirements 1. As required by e Companies (Auditor's Report) Order, 2015 ( e Order ) issued by e Central Government of India in terms of sub section (11) of section 143 of e Act, based on e comments in e auditors' report of e Holding company, we give in e Annexure a atement on e matters specified in e paragraph 3 and 4 of e Order, to e extent applicable. Eizooba Energy One Limited, Uganda and Ujaas Energy HK Limited, Honk Kong subsidiaries of Holding Company are incorporated outside India hence Companies (Auditors' Report) Order, 2015 ('e Order'), issued by e Central Government of India in terms of sub-section (11) of section 143 of e Act is not applicable to em. 2. As required by section 143 (3) of e Act, we report, to e extent applicable at: a) We have sought and obtained all e information and explanations, which to e be of our knowledge and belief were necessary for e purposes of our audit of e aforesaid consolidated financial atements. b) In our opinion, proper books of account as required by law maintained by e Holding Company including relevant records relating to preparation of e aforesaid consolidated financial atements have been kept so far as appears from our examination of ose books and records of e Holding Company. The two subsidiaries of e Holding Company are incorporated outside India hence requirement of section 143(3) is not applicable to em. c) The Consolidated Balance Sheet, e Consolidated Statement of Profit and Loss and e Consolidated Cash Flow Statement dealt wi by is report are in agreement wi e relevant books of account maintained by e Holding Company including relevant records relating to preparation of e consolidated financial atements. The two subsidiaries of e Holding Company are incorporated outside India hence requirement of section 143(3) is not applicable to em. d) In our opinion, e aforesaid consolidated financial atements comply wi e accounting andards specified under section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, e) On e basis of e written representations received from e directors of e Holding company, as on 31 March 2015 taken on records by e Board of Directors of e Holding Company, none of e directors, is disqualified as on 31 March, 2015 from being appointed as a director in terms of section 164(2) of e Act. The two subsidiaries of e Holding Company are incorporated outside India hence requirement of section 164(2) is not applicable to em. f) Wi respect to e oer matters to be included in e Auditor's Report in accordance wi Rule 11 of e Companies (Audit and Auditors) Rules, 2014, in our opinion and to be be of our information and according to e explanations given to us: i. The consolidated financial atements disclosed e impact, if any, of pending litigations on e consolidated financial position of e Group refer note 26 to e consolidated financial atements; ii. The Group did not have any long term contract including derivative contract for which ere were any material foreseeable losses. iii. There has been no delay in transferring amounts, required to be transferred, to e Inveor Education and Protection Fund by e Holding company. The two subsidiaries of e Holding Company are incorporated outside India hence requirement of section 143(3) is not applicable to em. For ASHOK KHASGIWALA & CO., CHARTERED ACCOUNTANTS. (Firm Reg. No. 0743C) CA Avinash Baxi Place: Indore (Partner) Date: May 20, 2015 M.No Annexure to Independent Auditor s Report on e Consolidated Financial Statements (Referred to in paragraph (1) under e heading of Report on Oer Legal and Regulatory Requirements section of e Independent Auditors Report of even date to e members of Ujaas Energy Limited on e consolidated financial atements for e year ended 31 March 2015). i. In respect of Fixed Assets : a. The Holding Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. b. As explained to us, e fixed assets of e Holding Company have been physically verified by e management during e year, which in our opinion is reasonable, having regard to e size of e aforesaid Holding Company and e nature of its assets. No material discrepancies between e book records and e physical inventory have been noticed. In our opinion, e frequency of verification is reasonable. ii. In respect of e Inventories : a. As explained to us e inventories has been physically verified by e Management of e Holding Company during e year. In our opinion e frequency of verification is reasonable. b. In our opinion and according to e information and explanations given to us, e procedures of physical verification of inventories followed by e management of e Holding Company are reasonable and adequate in relation to e size of e aforesaid Holding Company and e nature of eir business ANNUAL REPORT

100 c. In our opinion and according to e information and explanations given to us, e aforesaid Holding Company have maintained proper records of eir inventories and no iii. According to e information and explanations given to us, e Holding Company has granted unsecured loans to two companies covered in e regier maintained under section 189 of e Companies Act, a. The parties have repaid e principal amount as ipulated and have also been regular in e payment of intere to e company. b. There is no overdue amount in excess of Rs. 1 lakh of loans given to parties lied in e regier maintained under section 189 of e Companies Act, 2013 iv. In our opinion and according to e information and explanations given to us, ere is adequate an internal control syems, commensurate wi e size of e Holding Company, for e purchases of inventory and fixed assets and for e sale of goods and services. During e course of our audit we have not observed any continuing failure to correct major weakness in aforesaid internal control syem. v. According to e information and explanations given to us, e Holding Company has not accepted deposits from e public wiin e meaning of sections 73 to 76 of e Act and e rules framed ereunder to e extent notified. Hence e provisions of clauses (v) para 3 of e Order is not applicable. vi. We have broadly reviewed e co records maintained by e Holding Company pursuant to e rules made by e Central Government under sub-section (1) of Section 148 of e Companies Act, 2013 and are of e opinion at prima facie e prescribed records have been maintained. We have, however, not made a detailed examination of e co records wi a view to determine wheer ey are accurate or complete. vii. In respect of Statutory dues : a. According to e information and explanations given to us and e records of e Holding Company examined by us, in our opinion, e Holding Company is generally regular in depositing undisputed atutory dues, including provident fund, employee s ate insurance, income tax, sales tax, service tax, weal tax, duty of cuoms, duty of excise, value added tax, cess and any oer atutory dues wi e appropriate auorities. There were no undisputed atutory dues in arrears, as at 31 March, 2015 for a period of more an six mons from e date ey became payable. b) According to e information and explanations given to us, ere are no dues of sales tax, value added tax, income tax, service tax, duties of cuoms, weal tax, duties of excise which have not been deposited wi appropriate auorities on account of any dispute by Holding Company except as detailed below : Name of Statute Nature of e Amount Involved Period to which e Forum where disputed dues (Rs. In Lacs) dispute relates dispute is pending Income Tax Act, 1961 Income Tax F.Y CIT (Appeal) c) There has been no delay in transferring amounts, as required to be transferred, to e Inveor Education and Protection Fund by e Holding Company in accordance wi e relevant provisions of e Companies Act, 1956 (1 of 1956) and rules made ere under. viii. The Holding Company does not have accumulated losses as at 31 March 2015 and it has not incurred cash losses during e financial year covered by our audit and in e immediately preceding financial year. ix. According to e records of e Holding Company examined by us and as per e information and explanations given to us, e aforesaid Holding Company has not defaulted in repayment of dues to a Financial Initutions or Bank or debenture holders as at 31 March, x. In our opinion and according to e information and explanations given to us, The Holding Company has not given any guarantee for loans taken by oers from any Bank or financial initutions. xi. In our opinion and according to e information and explanations given to us, e Holding company has not obtained any term loan during e year. xii.during e course of our examination of e books of account and records of e Holding Company, carried out in accordance wi e generally accepted auditing practices in India and according to e information and explanations given to us, we have neier come across any inance of material fraud on or by e Holding Company, noticed or reported during e year, nor have we been informed of such case by e respective management of e aforesaid Holding Company. For ASHOK KHASGIWALA & CO., CHARTERED ACCOUNTANTS. (Firm Reg. No. 0743C) CA Avinash Baxi Place: Indore (Partner) Date: May 20, 2015 M.No ANNUAL REPORT

101 Consolidated Balance Sheet as at 31 March, 2015 Particulars Notes s As at 31 March 2015 I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share capital 1 2, (b) Reserves and surplus 2 15, , (2) Non-Current Liabilities (a) Long-term borrowings 3 9, (b) Deferred tax liabilities (Net) 4 4, (c) Long term provisions , (3) Current Liabilities (a) Short-term borrowings (b) Trade payables 7 3, (c) Oer current liabilities 8 1, (d) Short-term provisions , Total 36, II.Assets (1) Non-Current Assets (a) Fixed assets (i) Tangible assets 10 18, (ii) Intangible assets (b) Long term loans and advances (c) Oer non-current assets , (2) Current Assets (a) Current invement (b) Inventories 14 6, (c) Trade receivables 15 8, (d) Cash and bank balances 16 1, (e) Short-term loans and advances 17 1, (f) Oer current assets , Total 36, The accompanying Notes to Accounts form an integral part 1 to 37 of e financial atements Significant Accounting Policies 38 AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTOR FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS CA Avinash Baxi Monika Choukse S.S. Mundra Anurag Mundra (Partner) Company Secretary Chairman and CFO and Joint Managing Membership No Managing Director Director Place: Indore Date: May 20, ANNUAL REPORT

102 Consolidated Statement of Profit and Loss for e year ended 31 March, 2015 Particulars Notes For e year I. INCOME a. Revenue from operations 19 11, Less : Excise Duty , b. Oer Income Total Revenue 11, II. EXPENSES a. Co of materials consumed 21 6, c. Changes in inventories of finished goods work-in-progress and ock-in-trade 22 (1,764.33) d. Employee benefits expense e. Finance cos 24 1, f. Depreciation and amortization expense g. Oer expenses 25 1, Total Expenses 9, III. Profit before exceptional and extraordinary items and tax (I-II) 1, IV. Exceptional / Extraordinary Items - V. Profit before tax (III - IV) 1, VI. Tax expense: (1) Current tax (2) Deferred tax VII. Profit for e Year (V-VI) 1, VIII. Earning per Equity share - FV Re. 1 Basic and Diluted (in Rs.) The accompanying Notes to Accounts form an integral part 1 to 37 of e financial atements Significant Accounting Policies 38 AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTOR FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS CA Avinash Baxi Monika Choukse S.S. Mundra Anurag Mundra (Partner) Company Secretary Chairman and CFO and Joint Managing Membership No Managing Director Director Place: Indore Date: May 20, ANNUAL REPORT

103 Consolidated Cash Flow Statement For The Year Ended 31 March, 2015 Particulars Cash Flow from Operating Activities Profit before tax and extraordinary items 1, Adjuments for: a) Depreciation and amortization expense b) Intere Received (212.18) c) Effect of Exchange Rate Change (4.31) d) Finance Co 1, e) Profit on sale of invement (2.17) Operating profit before working capital changes 4, Adjuments for: a) Trade & oer receivables 9, b) Inventories (2,136.46) c) Trade payables & provisions (10,835.85) 0.00 Cash Generated from Operations 1, Adjuments for: Direct Taxes (Net) (1,695.13) Net Cash Flow from Operating Activities (549.37) Cash Flow from Inveing Activities a) Purchase of Fixed Assets & CWIP (72.35) b) Intere Received c) Purchases of current invements (200.00) d) Sales of Invements e) Fixed deposit pledged having maturity more an 3 mons 3, Net Cash used for Inveing Activities 3, Cash Flow from Financing Activities a) Proceeds from Borrowings 0.00 b) Repayment of Borrowings (2,158.38) c) Dividend paid including corporate dividend tax (467.98) d) Finance cos (1,801.65) Net Cash Flow from Financing Activities (4,428.02) Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C)(1,546.81) Cash & Cash Equivalents at Beginning of e Year 2, Cash & Cash Equivalents at End of e Year 1, Increase/(Decrease) in Cash & Cash Equivalents (1,546.81) AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTOR FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS CA Avinash Baxi Monika Choukse S.S. Mundra Anurag Mundra (Partner) Company Secretary Chairman and CFO and Joint Managing Membership No Managing Director Director Place: Indore Date: May 20, ANNUAL REPORT

104 NOTES FORMING AN INTEGRAL PART OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE ST YEAR ENDED 31 MARCH 2015 NOTE 1. SHARE CAPITAL Particulars As at 31 March 2015 Auorised 30,00,00,000 Equity Shares of Re. 1 each Issued, Subscribed and Paid up 20,00,00,000 Equity Shares of Re. 1 each fully paid up The reconciliation of e number of shares and amount outanding is set out below: Particulars As at 31 March 2015 No. of Shares in lacs Equity Share at e beginning of e year Add: issued during e year 0 0 at e end of e year The company has only one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share. The dividend proposed by e Board of Directors is subject to e approval of shareholders in ensuing Annual General Meeting, except in case of interim dividend. In e event of liquidation e equity shareholders will be entitled to receive e remaining assets of e Company, after diribution of all preferential amounts, in proportion of eir shareholding. 1.3 The details of Shareholders holding more an 5% Equity shares: Name of e Shareholders As at 31 March 2015 No of shares held % Holding Shri Shyam Sundar Mundra Shri Shyam Sunder Mundra (in e capacity of Truee of SVA Family Tru) For e period of five years immediately preceeding e date at which e Balance Sheet is prepared i.e.31 March The Company has: (i) alloted equity shares as fully paid up bonus shares during e year (ii) not allotted any shares pursuant to contract(s) wiout payment being received in cash. (iii) not bought back any shares/class of shares NOTE 2 RESERVES AND SURPLUS Particulars A. Securities Premium Reserves Balance at e beginning of e year Add: Premium on shares issued during e year - Balance as at e end of e year ( A ) B. General Reserve Balance at e beginning of e year Add : Transferred from Statement of Profit and Loss Balance as at e end of e year ( B ) C. Currency Fluctuation Reserve Balance at e beginning of e year 0.00 Add : During e year (4.31) Balance as at e end of e year ( C ) (4.31) D. Surplus in Statement of Profit and Loss Balance at e beginning of e year Add:Surplus for e year Less: Depreciation Adjument as per Schedule II of Companies Act, ANNUAL REPORT

105 (Net of Deffered Tax Rs.1.18 lacs) (Refer Note No. 29) Less: Appropriations: Transferred to General Reserve Proposed Dividend on Equity Shares Tax on Dividend Balance as at e end of e year ( D ) Total Reserves and Surplus ( A + B + C +D ) NOTE 3 LONG TERM BORROWINGS Particulars Secured Term Loans from Banks Less : Current Maturity of Long Term Debts Total NOTE: 1. a) i. Term loan from SBI, sanctioned limit Rs. 500 lacs, outanding as at e year end NIL is secured by fir charge over entire fixed assets of Transformer Division of e company by way of equitable mortgage of land building and oer immovable assets situated at D/2, Sector -D and freehold indurial land at Survey no 211/1, Opposite sector "C" & Metalman, Sanwer Road Indurial Area Indore (M.P.) and second charge over e entire current assets of e company and personally guaranteed by promoter directors of e company. ii. Furer secured by fir pari-passu charge by way of EM of property situated at 191/1,191/2,191/3,191/4 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 Sou Tukoganj Indore owned by Shri Shyam Sunder Mundra. b) (i) Term loan from BOB, sanctioned limit of Rs lacs, Outanding as at e year end Rs lacs for Solar Power Project is secured by exclusive fir charge by way of EM of land and Buliding Suitated at survey No. 13/1/1 of Khata No.18/2(56) Vill.Gagorni Tehsil & Dirict Rajgarh and plant and machinery and oer movable fixed assets of e company's proposed solar power unit bo present and future and secured by hypoecation of ores & spares book debts and all oer current assets of e company pertains to solar power project unit II located at survey No. 13/1/1 of Khata No.18/2(56) Vill.Gagorni Tehsil & Dirict Rajgarh. (ii) Term loan is furer secured by lien on Fixed Deposits wi bank of Rs 50 lacs and personally guaranteed by promoter directors. (iii) The Term loan repayable in 48 quarterly inallments comprising of 47 equal quarterly inallment of Rs lacs each arting from quarter ending June 2012 and la inallment of Rs lacs due in e quarter ending March 2024.Rate of intere 13% p.a. as at e year end. c) Term Loan from Union Bank of India, sanctioned limit of Rs lacs outanding as at e year end Rs lacs is secured by EM of Land situated at survey No. 32,33,34,1223/5, Dabla Soundhya, Jaisinghpura, Barod Tehsil, Madhya Pradesh and fir charge by way of mortgage of all immovable properties and assets of proposed 7MW power project at Barod and hypoecation of all movable assets including plant & machinery, vehicle and all oer movable assets of e Project, present and future and book debts and all oer current assets of e company and lien on fixed deposit wi bank of Rs.50 lacs and personally guaranteed by promoter directors. The Term loan repayable in 48 quarterly inallments of Rs lacs each arting from April 2014 and la inallment due in January Rate of intere 12% p.a. as at e year end. d) (i) Term Loan from Indian Overseas Bank, sanctioned limit of Rs lacs, Ouanding as at e year end Rs lacs is secured by EM followed by regiration of memorandum of free hold barren land and measuring 8 hectare to village Dabla, Barod Tehsil, Madhya Pradesh and exclusive charge by way of hypoecation of plant & machinery created for 5MW solar power plant and on Building / oer fixed assets etc to be created ereon where project is proposed to be erected and lien on fixed deposit wi bank of Rs. 105 lacs and personally guaranteed by promoter directors. (ii) The Term loan repayable in 48 quarterly inallment comprising of 47 equal quarterly inallments of Rs lacs each arting from April 2014 and la inallment of Rs lacs due in e Jan 2026.Rate of intere 14.50% p.a. as at e year end. e) (i) Term loans from Axis Bank, sanctioned limit Rs lacs, outanding as at e year end Rs lacs are secured by exclusive charge on assets purchased again e loans ANNUAL REPORT

106 The term loan repayable in 60 equal monly inallment of Rs 0.72 lacs each (including intere) arting from April 2013 and la inallment due in February Rate of intere 10.00% p.a. as at e year end. f) Term loans from Axis Bank, sanctioned limit Rs lacs, outanding as at e year end Rs Lacs are secured by exclusive charge on assets purchased again e loans. The term loan repayable in 60 equal monly inallment of Rs 0.46 lacs each (including intere) arting from January 2013 and la inallment due in November Rate of intere 10.09% p.a. as at e year end 2. Secured long term borrowings aggregating to Rs lacs [including intere accrued and due Rs.1.76 lacs] are secured by personal guarantee of promoter director. NOTE 4 DEFERRED TAX LIABILITY (NET) Particulars Deferred Tax Liability On account of Depreciation difference on fixed assets Deferred Tax Assets Disallowance under e Income Tax Act Unabsorbed Depreciation Deferred Tax Liability (Net) NOTE 5 LONG TERM PROVISIONS Particulars Provision for Employee Benefits (Refer Note No.27 for AS - 15 disclosure) Total NOTE 6 SHORT TERM BORROWINGS Particulars Loans Repayable on Demand Secured From Banks - Working Capital Loans 6.63 Note: Total 6.63 (a) Working capital loans from bank is secured by fir pari-passu charge by way of hypoecation of ocks of raw materials finished goods ock in process at e company's premises / godown or such oer places as may be approved by e bank from time to time including goods in transit and shipment outanding monies book-debts receivables and oer current assets of e company and second pari-passu charge by way of equitable mortgage of factory land building and fixed assets of e company and personally guaranteed by promoter director. Furer secured by fir pari-passu charge by way of EM of property situated at 191/1,191/2,191/3,191/4 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 Sou Tukoganj Indore owned by Shri Shyam Sunder Mundra. (b) The short term borrowings aggregating to Rs lacs are furer secured by personal guarantee of promoter director. NOTE 7 TRADE PAYABLES Particulars Due to Micro Small and Medium Enterprises Due to oers Total ANNUAL REPORT

107 NOTE 8 OTHER CURRENT LIABILITIES Particulars Current Maturities of Long Term Debt (Refer Note No.3 for details of security) Intere accrued and due on borrowing 1.76 Unclaimed Dividend* 2.76 Oer Payables Statutory Remittances Advances from Cuomers Oer Liabilities** Total * There are no amounts due for payment to Inveor's Education and Protection Fund. ** Includes Salary Payable, Expenses Payable etc. NOTE 9 SHORT TERM PROVISIONS Particulars (a) Provision for employee benefits 2.55 (Refer Note No.27 for AS-15 disclosure) (b) Oers Proposed Dividend Tax on Dividend Provision for Taxation (Net of Advance tax Rs lacs Provision for excise duty on closing ock 5.16 Total NOTE 11 LONG TERM LOANS AND ADVANCES Particulars (Unsecured, considered good) Security Deposits Total NOTE 12 : OTHER NON-CURRENT ASSETS Particulars i) Intere Accrued Intere accrued on Fixed Deposits ii) Balance wi banks in Deposit Account Having maturity of more an 12 mons ( Refer Note 16 B (b)) Earmarked for credit facility granted by bank Total NOTE 13 CURRENT INVESTMENT Particulars Invement in Mutual Funds (unquoted) (Units of Rs.10 each, unless oerwise specified) Nil Units of SBI Premier Liquid Fund Regular Plan Units of Axis Treasury Advantage Fund - Grow Total Note: Aggregate amount of unquoted invements Aggregate provision for diminution in value of invements 0.00 Current invements are valued at lower of co or at Market/fair value (Net asset value incase of mutual funds) ANNUAL REPORT

108 NOTE 10 FIXED ASSETS Name of e Assets GROSS BLOCK DEPRECIATION AND AMORTISATION NET BLOCK As on Addition Deduction As on Upto Adjuments For e Upto As on in Retained Year Earnings (Refer note 30) i. Tangible Assets Land - Freehold Buildings Plant & Equipments Solar Power Plant Furniture & Fixture Vehicles Office Equipment Computer Total : ii. Intangible assets Computer Software Total : ANNUAL REPORT

109 NOTE 14 INVENTORIES Particulars Raw Materials Work in Progress Finished Goods Renewable energy certificates {Refer note no. 34 (a)} Total (At lower of co or net realisable value) Detail of Inventories Raw Material Transformer Laminations Transformer Oil Land Solar module 245WP Oers Work in Progress Transformer Solar Power Plant Finished Goods Transformer Unbilled Power {Refer note no. 34 (b)} Renewable Energy Certificates (REC) NOTE 15 TRADE RECEIVABLES Particulars (Unsecured, considered good) Due for more an Six Mons from e date ey are due for payment* Oers Total * Includes Rs lacs due from party in which directors are intereed. NOTE 16 CASH AND BANK BALANCES Particulars A. Cash and Cash Equivalents i. Balances wi Banks in Current Accounts in Deposit Accounts wi maturity less an 3 mons Earmarked for credit facility granted by bank ii. Cash on hand B. Oer Bank Balances In Deposit Account a. Having maturity 3 to 12 mons Earmarked for credit facility granted by bank b. Having maturity more an 12 mons Less : Shown under oer non-current assets ( Note No. 12) (356.21) c. In Unclaimed Dividend 2.76 Total ANNUAL REPORT

110 NOTE 17 SHORT TERM LOANS AND ADVANCES Particulars (Unsecured, considered good) Security Deposits Intercorporate Deposits/Loan Oers Loans and Advances to Employees Prepaid Expenses Balance wi Government Auorities Advance to Suppliers Total NOTE 18 OTHER CURRENT ASSETS Particulars Intere accrued on deposits Oer receivable 1.83 Total NOTE 19 REVENUE FROM OPERATIONS Particulars Sale of Products Sale of Services Less:Excise Duty Total Details of Sales of Product Sale of Transformers Revenue from Power Supply Sale Solar Power Plant Sale of Renewable Energy Certificates Details of Sales of Services Project/Operation Management Services Oer Services Rendered Total NOTE 20 OTHER INCOME Particulars Intere Income Profit on sale of Current Invement 2.17 Net gain on foreign currency translations and transactions 0.00 Oer receipts 0.00 Total NOTE 21 COST OF MATERIALS CONSUMED Particulars Raw Materials Consumed Total ANNUAL REPORT

111 NOTE 22 CHANGES IN INVENTORIES OF FINISHED GOODS WORK-IN-PROGRESS AND STOCK-IN-TRADE Particulars Closing ock Finished Goods Renewable Energy Certificates Work in Progress Less : Opening Stocks Finished Goods Renewable Energy Certificates Work in Progress Changes in Inventories NOTE 23 EMPLOYEE BENEFITS EXPENSE Particulars Salaries and Wages Contribution to Provident and oer funds Staff Welfare Expenses 7.70 Total NOTE 24 FINANCE COSTS Particulars Intere Expenses Oer Borrowing Co Total NOTE 25 OTHER EXPENSES Particulars Power & Fuel Rent Repairs to Buildings 1.15 Repairs to Machinery 0.30 Repairs oers Rates and Taxes excluding taxes on Income Insurance 9.69 Travelling & Conveyance Expenses Freight & cartage outward Teing Charges 9.40 Legal and Professional Bank Charges Net Loss on foreign currency Transactions & Translation Increase/decrease in Excise duty on inventory 4.80 Miscellaneous Expenses Total Contingent liabilities and commitments (to e extent not provided for) Particulars As at 31 March, 2015 A. Contingent liabilities Income Tax Demand disputed {Amount deposited Rs lacs again demand} B. Commitments Nil ANNUAL REPORT

112 27. 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 Meod as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) as at balance sheet date. Actuarial gain and losses are recognized in full in atement of Profit and Loss. I. Change in Benefit Obligation Gratuity Liability at e beginning of e year Intere Co 1.29 Current Service Co 5.63 Pa Service Co 0 Benefit Paid 0 Actuarial (gain)/loss on obligations (6.56) Liability at e end of e year II. Amount Recognized in e Balance Sheet Liability at e end of e year Fair Value of Plan Assets at e end of e year 0 Difference Pa Service Co 0 Transition Liability 0 Amount Recognized in e Balance Sheet III. IV. UJAAS ENERGY LIMITED Expenses Recognized in Profit and Loss Account Current Service Co 5.63 Intere Co 1.29 Expected Return on Plan Assets 0 Pa Service Co 0 Actuarial Gain or Loss (6.56) Expense Recognized in P& L 0.36 Balance Sheet Reconciliation Opening Net Liability Expense as above 0.36 Employers Contribution 0 Amount Recognized in Balance Sheet V. Assumptions : Discount Rate Prev. 8% Salary Escalation Prev. 5% Discount Rate Current 8% Salary Escalation Current 5% ii. Expected contribution for defined benefit plan for e next financial year will be in line wi F.Y iii. Amounts recognized in current year and previous four years: Particulars 31 March 2015 Defined Benefit Obligation Fair Value of Plan Assets 0 Surplus/ (Deficit) in plan Actuarial (gain)/loss on plan obligation -- Actuarial gain/ (loss) on plan assets Disclosure relating to Conruction Contract (Revised) as per requirement of Accounting Standard 7 are as follows : Particulars a. Contract revenue recognized for e year b. In respect of Contract in progress at e end of year ANNUAL REPORT

113 i. Co incurred and recognized profits (less recognized losses) -- ii. Advance received from cuomers iii. Amount of retentions Nil The eimates of total cos and total revenue in respect of conruction contracts entered in accordance wi AS-7 (Revised) Conruction Contracts are reviewed and up dated periodically to ascertain e percentage completion for revenue recognition. However, it is impracticable to quantify e impact of changes in eimates. 29. Pursuant to enactment of new Companies Act 2013 and as per e Schedule II of e Companies Act 2013; wi effect from 1 April 2014 Company has revised e useful life of fixed Assets for providing depreciation on it. Accordingly, carrying amount as on 1 April 2014 has been depreciated over e remaining revised useful life of e fixed assets. Due to is change e depreciation for e year ended 31 March, 2015 is lower by Rs lacs and profit before tax for e year ended 31 March, 2015 is higher to e extent of Rs lacs. In accordance wi transitional provision in respect of assets whose useful life is already exhaued as on 1 April 2014, depreciation Rs lacs (Net of deferred tax Rs.1.17 lacs) has been recognized in e opening balance of retained earnings in accordance wi e requirements of Schedule II of e Act. 30. Borrowing Cos Borrowing Co capitalized during e year on funds attributable to conruction set-up of Plant and village Dabla, Tehsil Barod (M.P.) was nil (previous year Rs lacs). 32. Segment Reporting as per AS -17 Machinery at A. BUSINESS SEGMENT PARTICULARS Transformer Solar Power Manufacturing and Sale Plant Operation of Solar Power Syem Unallocable Total Segment revenue , , , Segment result(pbit) , , (101.77) 3, Less : Finance Co , Profit before Exceptional/ Extraordinary item , Exceptional/Extraordinary item Profit (+) Loss(-) before tax 1, Less : Tax Expenses Current Tax Deferred Tax Profit after tax , Segment Assets 1, , , , , Segment Liabilities , , Segment Depreciation B.Secondary Segment Geographical The company's operating facilities are located in India Particulars Domeic Revenue 11, Export Revenue - 11, ANNUAL REPORT

114 Note: A UJAAS ENERGY LIMITED Unallocable segment assets exclude e following: Current invement B Unallocable segment liabilities exclude e following: Secured Loans 10, Deferred Tax Liability 4, Provision for Dividend Corporate Tax on Dividend Provision for Tax , Disclosures under AS 18 - Related Party Disclosures Li of Related Parties as per AS-18 A. Key Managerial Personnel Mr. Shyam Sunder Mundra Chairman cum Managing Director Mr. Vikalp Mundra Joint Managing Director Mr. Anurag Mundra CFO and Joint Managing Director B. Entities where Key Management Personnel & relatives of Key Management Personnel having significant influence Agartala electricals LLP Details of e transactions wi Related Parties Particulars Remuneration paid S.S. Mundra Vikalp Mundra Anurag Mundra Outanding Balance Receivables Agartala Electricals LLP Leases- Where company is lessee The Company has taken office premises under operating lease agreements. These are renewable/cancellable on periodic basis at e option of bo lessor and lessee. The company has not recognized any contingent rent as expense in e atement of profit and loss. The aggregate amount of operating lease payments recognized in e atement of profit and loss is Rs 41,80,062 / a. The Company held Renewable energy certificate as on 31 March, 2015 which are valued at Net realizable value. b. Power generated during e year and pending for acceptance by Electricity Diribution Company as at e year-end are shown as Unbilled Power under finished goods inventory ANNUAL REPORT

115 35. Earnings per Share Particulars (a) Net Profit after tax (b) Weighted Average Number of Equity Shares (c) Nominal value per share Re. 1 (d) Basic & Diluted Earnings Per Share (Rs.) The audited financial atements of foreign subsidiaries have been prepared in accordance wi e Generally Accepted Accounting Principle of its country of Incorporation or International Financial Reporting Standards. The difference of accounting policies of e Company and its subsidiaries are not material and ere are no material transactions during e period 1 April, 2014 to 31 March, 2015 in respect of its subsidiaries. 37. Previous year s figures are not given being fir year of consolidation. 38. Significant Accounting policies and practices adopted by e Company are disclosed as under : 1. Significant Accounting Policies a. Basis of Consolidation a) The Consolidated financial atements relate to Ujaas Energy Ltd (e Company) and its subsidiaries as under: Entity Basis of Country of % age of % age of Consolidation Incorporation Shareholding of Share in e Company Profit / Loss Ujaas energy HK limited Subsidiary Hong Kong Eizooba energy one limited Subsidiary Uganda a) The consolidated Financial Statements have been prepared in accordance wi e generally accepted accounting principles in India, including Accounting Standards notified under e relevant provisions of e Companies Act, 2013 as applicable on e following basis : i) The financial atements of e Company and its subsidiaries have been combined on a line to line basis by adding togeer like items of assets, liabilities, income and expenses. ii) iii) iv) Intra group balances, intra group transactions and resulting unrealized profits/losses have been eliminated in full. Minority intere in e net assets of subsidiaries has been separately disclosed in e consolidated financial atements. Minority intere in income for e year has been separately disclosed in e profit and loss account. In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at e average rate prevailing during e year. All assets and liabilities are converted at rates prevailing at e end of e year. Any exchange difference arising on consolidation is recognized in e Exchange Fluctuation Reserve. v) Figures pertaining to e subsidiaries have been reclassified to bring em in line wi parent Company s financial atements. vi) The excess of / shortfall in e co to e Company of its invement over e Company s portion of equity as at e date of invement is recognized in e consolidated financial atements as goodwill / capital reserve. The resultant goodwill, if any, is charged to e atement of Profit and Loss. b. Use of Eimates The preparation and presentation of financial atements requires eimates and assumptions to be made at affect e reported amounts of assets and liabilities on e date of financial atements and e reported amounts of revenue and expenses during e reported period. The difference between actual results and eimates are recognized in e period in which e results are known / materialize. c. Valuation Of Inventories Inventories are valued at lower of co or market value except scrap and renewable energy certificate valued at net realizable value. Co of inventory is arrived at by using Moving Average Price Meod. Co of inventory is generally comprise of co of purchase, co of conversion and oer co incurred in bringing e inventory to eir present location and condition ANNUAL REPORT

116 d. Depreciation and Amortization Depreciation on fixed assets is provided in e manner specified in Schedule II to e Companies Act, 2013 except based on technical evaluation e useful life of Solar power generation plant is considered 25 years which is different from at prescribed in schedule II of e Act i.e. 15 years. Depreciation of an asset is e difference between Original co / revalued amount and e eimated residual value and is charged to e atement of profit and loss over e useful life of an asset on raight line basis. The eimated useful life of assets and eimated residual value is taken as prescribed under Schedule II to e Companies Act, Depreciation on additions during e year is provided on pro rata basis wi reference to date of addition/inallation. Depreciation on assets disposed /discarded is charged up to e date on which such asset is sold. Intangible assets - Computer software are amortized over a period of 3 years. e. Revenue Recognition The Company follows e mercantile syem of accounting and recognizes income and expenditure on accrual basis. Sales revenue is recognized on transfer of e significant risks and rewards of ownership of e goods to e buyer and ated net of sales tax, VAT, trade discounts and rebates but includes excise duty. Revenue from conruction of Solar Power syem (conruction contract) activity is recognized in accordance wi accounting andard-7 (Revised), conruction contracts, issued by e initute of Chartered Accountants of India (e ICAI ), contract revenue is recognized using fixed price contract basis, on percentage of completion meod subject to such co of work performed being 15% or more of total eimated co. The percentage completion meod is e proportion of co of work performed till date to e total eimated contract co. Contract cos include cos at relate directly to e specific contract and cos at are attributable to contract activity and allocable to e contract cos at cannot be attributed to contract activity are expensed where incurred. Revenue from Power Supply is recognized for on acceptance by Electricity Diribution Company/Consumers of units generated and after giving allowance for wheeling and transmission loss. Revenue from Renewable Energy Certificate is recognized on accrual basis. Intere income is recognized on time proportion basis. Income from services is recognized as ey are rendered (based on arrangement / agreement wi e concern cuomers). f. Fixed Assets i. Fixed Assets ii. Fixed assets (Tangible and Intangible) are ated at co of acquisition or conruction or development, net of tax /duty credit availed if any, including any co attributable for bringing e assets to its working condition for its intended use, less depreciation, amortization and impairments, if any.(except freehold land). Capital Expenditure Assets under erection/inallation are shown as "Capital work in progress", Expenditure during conruction period are shown as "pre-operative expenses" to be capitalized on erection/inallations of e assets. g. Foreign Currency Transaction I. All transactions in foreign currency are recorded at e rates of e exchange prevailing on e dates when e relevant transactions took place; any gain/ loss on account of e fluctuations in e rate of exchange is recognized in e atement of Profit and Loss. II. III. UJAAS ENERGY LIMITED Monetary items in e form of loans, current assets and current liabilities in foreign currencies at e close of e year are converted in e Indian currency at e appropriate rate of exchange prevailing on e dates of e Balance Sheet. Resultant gain or loss on account of fluctuation in e rate of exchange is recognized in e atement of Profit and Loss. In respect of e Forward Exchange Contracts entered into to hedge foreign currency risks, e difference between e Forward Rate and Exchange Rate at e inception of e contract is recognized as income or expense over e life of e contract. Furer, e exchange difference arising on such contracts are recognized as income or expense along wi e exchange difference on e underlying assets/ liabilities ANNUAL REPORT

117 h. Employee Benefits (a) Po- employment benefit plans (i) Defined Contribution Plan - Contributions to provident fund and Family Pension Fund are accrued in accordance wi applicable atute and deposited wi appropriate auorities. (ii) Defined Benefit Plan -The liability in respect of gratuity is determined using actuarial valuation of gratuity using Projected Unit Credit Meod as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) as at balance sheet date. Actuarial gain and losses are recognized in full in atement of Profit and Loss. (b) Short term employment benefits The undiscounted amount of short term employee benefits expected to be paid in exchange for s e r v i c e s rendered by employees is recognized during e period when e employees renders e services. These benefits include compensated absence also. i. Borrowing Co Borrowing cos attributable to acquisitions and conruction of qualifying assets are capitalized as a part of e co of such asset up to e date when such asset is ready for its intended use. Oer borrowing cos are charged to Statement of Profit and Loss. j. Segment Accounting Policies 1. The company has disclosed business segment as e primary segment. Segment have been identified taking into account e type of products, e differing risk return and e internal reporting syem. The various segment identified by e company comprised as under :- Name of Segment Transformer Solar Power Plant Generation Manufacturing and Sale of Solar Power Syem Comprised of - Manufacturing and servicing of transformer - Generation and diribution of Power Units, Operation and Maintenance of solar Power Plant - Manufacturing and sales of Solar Power Plant 2. Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified wi e segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to e business segment are shown as unallocated corporate co. Assets and liabilities at cannot be allocated between e segments are shown as un-allocable corporate assets and liabilities respectively. 3. The Company has identified geographical segments as e secondary segment. Secondary segments comprise of domeic 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 e lessor are classified as operating leases and lease rentals ereon are charged to e atement of profit and loss over e period of lease. l. Taxes On Income Current tax is e amount of tax payable on taxable income for e year as determined in accordance wi e provisions of e Income Tax Act, Deferred Tax is recognized on timing difference between taxable income and accounting income at originate in one period and are capable of reversal on one or more subsequent period. Deferred Tax assets are recognized and carried forward to e extent at ere is a virtual / reasonable certainty at sufficient future taxable income will be available again which such deferred tax assets can be realized. m. Impairment Of Assets An asset is impaired when e carrying co of asset exceeds its recoverable value. An impairment loss is charged to e profit and loss account in e year in which an asset is identified as impaired. An impairment loss recognized in prior period is reversed if ere has been an indication at impairment loss recognized for an asset no longer exis or may have decreased. n. Provision, Contingent Liabilities And Contingent Assets Provisions involving subantial degree of eimation in measurement are recognized when ere is a present obligation as a result of pa events and it is probable at ere will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in e financial atements. Contingent assets are neier recognized nor disclosed in e financial atements ANNUAL REPORT

118 o. Cash Flow Statement Cash flows are reported using indirect meod, whereby profit/ (loss) before extraordinary items and tax is adjued for e effects of transactions of non-cash nature and any deferrals or accruals of pa or future cash receipts or payments. The cash flow from operating, inveing and financing activities of e company is segregated based on e available information. AS PER OUR REPORT OF EVEN DATE FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS FOR AND ON BEHALF OF BOARD OF DIRECTOR CA Avinash Baxi Monika Choukse S.S. Mundra Anurag Mundra (Partner) Company Secretary Chairman and CFO and Joint Managing Membership No Managing Director Director Place: Indore Date: May 20, ANNUAL REPORT

119 UJAAS ENERGY LIMITED (Formerly known as M and B Switchgears Limited) CIN: L31200MP1999PLC Regd. Office: Survey No. 211/1, Opp. Sector C & Metalman, Sanwer Road Indurial Area, Indore ATTENDANCE SLIP Full Name of e Member (in BLOCK LETTERS)... Regd. Folio No....DP ID No... Client ID No...No. of Share(s) held... Full Name of e Proxy (in BLOCK LETTERS)... Member's/Proxy's Signature... Note: Please fill up is attendance slip and hand it over at e entrance of e meeting hall. Members are requeed to bring eir copy of e Annual Report to e meeting CUT HERE ANNUAL REPORT

120 UJAAS ENERGY LIMITED (Formerly known as M and B Switchgears Limited) CIN: L31200MP1999PLC FORM NO.MGT-11 Regd. Office: Survey No. 211/1, Opp. Sector C & Metalman, Sanwer Road Indurial Area, Indore [Pursuant to e provisions of Section 105(6) of e Companies Act, 2013 and Rule 19(3) of e Companies (Management and Adminiration) Rules, 2014] PROXY FORM Name of e Member(s) Regiered Address Id: Folio No./*Client ID *DP ID I/We, being e holder/s of equity shares of Ujaas Energy Limited, hereby appoint: 1) of having id or failing him 2) of having id or failing him 3) of having id and 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 e 16 Annual General Meeting of e Company, to be held on Wednesday, September 23, 2015 at p.m. at e Corporate Office of e Company situated at NRK Business Park, Vijay Nagar Square, Indore. (M.P.) and at any adjournment ereof in respect of such resolutions as are indicated below: ANNUAL REPORT

121 **I wish my above Proxy to vote in e manner as indicated in e box below: Particulars For Again 1. Consider and adopt e Audited Consolidated & Standalone Financial Statements, Reports of e Board of Directors and Auditors for e year ended 31 March, Declaration of Dividend on e Equity Shares of e Company 3. Appointment of Mr. Vikalp Mundra (DIN: ) as a Director, liable to retire by rotation. 4. Ratification of appointment of M/s.Ashok Khasgiwala & Co., Chartered Accountants, Indore, (Firm Regiration No. 0743C) as e Statutory Auditors of e Company. 5. Appointment of Mr. Manish Agrawal (DIN: ) as an Independent Director. 6. Ratification and confirmation of e remuneration to be paid to M/s.Vijay P. Joshi & Associates, Co Accountants for e financial year ending on 31 March, Re-Appointment of Mr. Shyam Sunder Mundra (DIN: ) as an Executive Chairman and Managing Director of e Company. 8. Re-Appointment of Mr. Vikap Mundra (DIN: ) as Joint Managing Director of e Company. 9. Re-Appointment of Mr. Anurag Mundra(DIN: ) as Joint Managing Director of e Company. 10. Issue of furer securities by e Company 11. Issue of Securities by e Company under e UJAAS EMPLOYEES STOCK OPTION SCHEME, Grant of Employee Stock Options to e employees of e Subsidiary/holding Companies of e Company under Ujaas Employee Stock Option Scheme 2015 *Applicable for inveors holding shares in electronic form. ** This is optional Signed is day of, 2015 Affix One Rupee Revenue Stamp Signature of e Proxy holder(s): Signature of Shareholder Note: This Form of Proxy in order to be effective should be duly completed and deposited at e Regiered Office of e Company, not less an 48 hours before e commencement of e Meeting ANNUAL REPORT

122 MR 10 VIJAY NAGAR SQUARE UJAAS ENERGY LIMITED MR 10 LIG Main Road A.B. Road LIG SQUARE A.B. ROAD Indore Railway Station REGAL SQUARE Madhumilan Road YN ROAD M.G. ROAD HIGH COURT SQUARE HUQUMCHAND GHANTAGHAR SQUARE OLD PALASIA M.G. ROAD Geetabhawan Road OLD PALASIA ROAD TILAK NAGAR ROAD

123 Return if not delivered : UJAAS ENERGY LTD. Corporate Office : 701-A, NRK Business Park, Vijay Nagar Square,INDORE (M.P.) Tel.: , Fax : , Website : CIN : L31200MP1999PLC013571