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NOTES TO ACCOUNTS

Ujaas Energy Ltd.

You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (₹) 101.02 Cr. P/BV 0.46 Book Value (₹) 11.08
52 Week High/Low (₹) 12/5 FV/ML 1/1 P/E(X) 15.29
Bookclosure 12/08/2019 EPS (₹) 0.33 Div Yield (%) 0.00
Year End :2018-03 

A. Corporate Information

Ujaas Energy Limited (UEL) (“the company”) was incorporated in the year 1999 having its registered office Survey No.211/1, Opp. Sector-C & Metalman Sanwer Road Industrial Area, Indore-452015 (Madhya Pradesh) is engaged in manufacturing / servicing of transformer, Generation of solar power and manufacturing, sales and services of solar power plants / projects. Company has setup solar parks at Ichhawar Dist. sehore-gagorni at dist. rajgarh, susner-barod-rojhani at dist. agar, and bercha at dist. shajapur in the state of madhya pradesh. The company is a public limited company and its shares are listed on bombay stock exchange (BsE) and national stock exchange (NSE).

Note:

Inventories are valued at lower of cost and net realisable value, except scrap valued at net realisable value.

The cost of inventories recognised as an expense include INR nil (previous year nil, as at 1st April 2016 nil) in respect of written down inventory to net realiseable value.

1.1 Terms / right attached to Equity Shares

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 the Board of Directors is subject to the approval of shareholders in ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation the equity shareholders will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

1.2 For the Period of five years immediately preceding the date at which the Balance sheet is prepared i.e. 31st March 2018. The Company has not allotted any bonus shares, any share pursuant to contract(s) without payment being received in cash or bought back any shares / class of shares.

Nature and purpose of reserves

i) Securities premium

Securities premium is used to record the premium received on issue of shares. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

ii) Share options outstanding account

Represent the fair value at respective grant dates of options issued to employees under Essel Employee Stock Option Scheme 2015. This balance will be transferred to share capital and security premium account as and when the options get exercised from time to time.

iii) General reserve

The company has transferred a portion of the net profit before declaring dividend to general reserves pursuant to provision of companies act 1956. Mandatory transfer to general reserve is not required under the companies act 2013.

a (i) (i) Term loan from BOB, sanctioned limit of Rs.2250 Lakhs, Outstanding as at the year end Rs.1125.00 Lakhs (Pre. Yr. Rs.1312.50 Lakhs, as 1st April 2016 Rs.1500.00 Lakhs) for Solar Power Project is secured by exclusive first charge by way of EM of land and Building Situated at survey No. 13/1/1 of Khasra No.18/2 (56) village Gagorni Tehsil & District Rajgarh and plant and machinery and other movable fixed assets of the company’s solar power unit both present and future and secured by hypothecation of stores & spares book debts and all other current assets of the company pertains to solar power project unit II located at survey No. 13/1/1 of Khasra No.18/2(56) Vill. Gagorni Tehsil & District Rajgarh.

(ii) Term loan is further secured by pledge of Fixed Deposits with bank of Rs. 50 Lakhs and personally guaranteed by promoter directors and others.

(iii) The Term loan repayable in 48 quarterly instalments comprising of 47 equal quarterly installment of Rs. 46.87 Lakhs each starting from quarter ending June 2012 and last instalment of Rs. 47.11 Lakhs due in the quarter ending March 2024. Rate of interest 11.00 % p.a. as at the year end (Previous year 12.10 % p.a., as at 1st April 2016 12.65% p.a.)

(ii) (i) Term Loan from Indian Overseas Bank, sanctioned limit of Rs. 4325.00 Lakhs, outstanding as at the year end Rs. 2793.30 Lakhs (Pre.Yr. Rs. 3153.70 Lakhs, as 1st April 2016 Rs. 3514.10 Lakhs) is secured by Equitable Mortgage followed by registration of memorandum of free hold barren land measuring 7.259 hectare Dabla Soundhya, Jaisinghpura, Barod Tehsil, Madhya Pradesh and exclusive charge by way of hypothecation of plant & machinery created for 5MW solar power plant and on Building / other fixed assets etc to be created thereon where project is erected and lien on fixed deposit with bank of Rs.348.50 Lakhs and personally guaranteed by promoter directors.

(ii) The Term loan repayable in 48 quarterly installment comprising of 47 equal quarterly installments of Rs. 90.10 Lakhs each starting from April 2014 and last instalment of Rs. 90.30 Lakhs due in the Jan 2026. Rate of interest 11.00 % p.a. as at the year end (Previous year 13.95% p.a. as at 1st April 2016 13.05% p.a.)

(iii) (i) Term Loan from Union Bank of India, sanctioned limit of Rs. 5880.00 Lakhs outstanding as at the year end Rs.3920.00 Lakhs (Pre.Yr. Rs. 4410.00 Lakhs, as 1st April 2016 Rs. 4900.00 Lakhs) is secured by Equitable Mortgage of Land situated at survey No. 32,33,34, 37,1223/5, Dabla Soundhya, Jaisinghpura, Barod Tehsil, Madhya Pradesh and first charge by way of mortgage of all immovable properties and assets of 7MW power project at barod and hypothecation of all movable assets including plant & machinery, vehicle and all other movable assets of the Project, present and future and book debts and all other current assets of the company and lien on fixed deposit with bank of Rs. 50 Lakhs, lien on long term mutual fund with UBI bank of Rs.240 Lakhs and personally guaranteed by promoter directors.

(ii) The Term loan repayable in 48 quarterly instalments of Rs.122.5 Lakhs each starting from April 2014 and last instalment due in January 2026. Rate of interest 11.00 % p.a. as at the year end (Previous year 11.65% p.a., as at 1st April 2016 11.65% p.a.)

(iv) (i) Term loans from Axis Bank, sanctioned limit Rs. 34.40 Lakhs, outstanding as at the year end ' Nil Lakhs (Pre. Yr. Rs. 7.59 Lakhs, as 1st April 2016 Rs. 15.11 Lakhs) are secured by exclusive charge on assets purchased against the loans.

(ii) The term loan repayable in 60 equal monthly installment of ' 0.72 Lakhs each (including interest) starting from April 2013 and last installment due in February 2018. Rate of interest 10.00% p.a. as at the year end (Previous Year 10.00% p.a., as at 1st April 2016 10.00% p.a.)

(v) (i) Term loans from Axis Bank, sanctioned limit Rs. 21.85 Lakhs, outstanding as at the year end ' Nil Lakhs (Pre. Yr. Rs. 3.55 Lakhs, as 1st April 2016 Rs. 8.46 Lakhs) are secured by exclusive charge on assets purchased against the loans.

(ii) The term loan repayable in 60 equal monthly installment of ' 0.46 Lakhs each (including interest) starting from January 2013 and last installment due in November 2017. Rate of interest 10.09% p.a. as at the year end (Previous Year 10.09% p.a., as at 1st April 2016 10.09% p.a.)

b Secured long term borrowings aggregating to Rs. 7838.30 Lakhs (Previous year Rs. 8891.57 Lakhs, as at 1st April 2016 Rs. 9916.90 Lakhs) including interest accrued on borrowings Nil (Previous year Rs.15.37 Lakhs, as at 1st April Rs.2.80 Lakhs) are secured by personal guarantee of directors.

(a) Working capital loans from bank and buyers credit are secured by first pari-passu charge by way of hypothecation of stocks of raw materials finished goods stock in process at the company’s premises / godown or such other places as may be approved by the bank from time to time including goods in transit and shipment outstanding monies book-debts receivables and other current assets of the company and second pari-passu charge by way of equitable mortgage of factory land building situated at 2- D/2, sanwer road sector D and new factory premises at 211/1, opposite sector C, sanwer road, sukhlia Dist. Indore and fixed assets of the company and personally guaranteed by promoter director.

Further secured by first pari-passu charge by way of Equitable Mortgage of property situated at 191/1191/2191/3191/4 Saket Nagar Indore and flat no. 504 Varsha Apartment 10/1 South Tukoganj Indore owned by Promoters till December 2017 and the same is replaced with STDR of Rs.30.60 Lakhs.

(b) The short term borrowings from bank aggregating to Rs.2215.24 lakhs (Previous year Rs.100.98 lakhs, as at 1st April 2016 Rs. 424.20 Lakhs) interest rate 10% p.a to 10.35% p.a and are further secured by personal guarantee of promoter directors.

(c) The short term borrowings aggregating to Rs.2994.86 lakhs (Previous year Rs.2711.49, as at 1st April 2016 nil) are unsecured loan from directors.

*Principal amount outstanding as at the year end Rs. 6.69 lakhs (Previous year Rs.248.23 lakhs, as at 1st April 2016 Rs.245.76 Lakhs), there is no overdue amount of principal and interest due to Micro and small enterprises. During the year, no interest has been paid to such parties. This information has been determined to the extent such parties have been identified on the basis of information available with the Company.

*No amount due and outstanding to be credited to Investor Education and Protection Fund. ** Include salary payable and outstanding expense payable etc.

Note-2: Related Party Disclosures

A. Enterprises where control exists

Eizooba Energy One Limited, Uganda - Subsidiary Company

Ujaas Energy HK Limited, Honk Kong - Subsidiary Company (Ceased to be subsidiary w.e.f. 29.03.2017)

B. Key Managerial Personnel

Mr. Shyamsunder Mundra - Chairman and Managing Director

Mr. Vikalp Mundra - Joint Managing Director

Mr. Anurag Mundra - CFO and Joint Managing Director

Ms. Shilpi Singh - Company Secretary

Note-3: Leases- Where company is lessee

The Company has taken office and go down premises under cancellable operating lease agreements. These are renewable/ cancellable on periodic basis at the option of both lessor and lessee. The company has not recognized any contingent rent as expense in the statement of profit and loss.

The aggregate amount of operating lease payments recognized in the statement of profit and loss is Rs.126.93 lakh (Previous Year Rs.115.52 lakh).

Note-4: Pursuant to disclosure pertaining to Section 186 (4) of the Companies Act, 2013 the following are the details thereof:

a. Loan given - outstanding as at the year-end:

The above loans given are classified under respective heads and are given at an interest rate as mentioned above. The same are utilized by the recipients for working capital needs (refer note 11).

b. Investments Made

The investments are classified under respective heads for purposes as mentioned in their object clause.

Note-5: Disclosure Pursuant to regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015.

a) Loans and Advances in the nature of Loans to Subsidiary

*The Company divested its subsidiary Ujaas Energy HK Ltd on 29.03.2017

b) Loans and Advances in the nature of loan to Associates, Related Party and parties where directors are interested. NIL

c) i) None of the parties to whom loans were given have made investment in the shares of the Company.

ii) The above Advances fall under the category of loans, which are repayable on demand and interest has been charged on it.

Note-6: Corporate Social Responsibility

The expenditure incurred on corporate social responsibility (CSR) is as under:

Note-7: Financial risk management objectives and policies

In its ordinary operations, the companies activities expose it to the various types of risks, which are associated with the financial instruments and markets in which it operates. The company has a risk management policy which covers the foreign exchanges risks and other risks associated with the financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the board of directors. The following is the summary of the main risks:

a) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates (currency risk) and interest rates (interest rate risk), will affect the companies income or value of it’s holding of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

i) Interest rate risk

Interest rate risk is the risk the the fair value or future cash flow of a financial instrument will fluctuate because of changes in market interest rate. Fair value interest rate risk is the risk of changes in fair value of fixed interest bearing financial instrument because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing financial instrument will fluctuate because of fluctuations in the interest rates.

The Company’s exposure to the risk of changes in market interest rates relates primarily to the borrowing from banks. Currently company is not using any mitigating factor to cover the interest rate risk.

Interest rate sensitivity

The sensitivity analysis below have been determined based on exposure to interest rates for borrowing at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in case of term loans that have floating rates. If the interest rates had been 1% higher or lower and all the other variables were held constant, the effect on Interest expense for the respective financial years and consequent effect on companies profit in that financial year would have been as below:

ii) Foreign currency risk

The Company enters into transactions in currency other than its functional currency and is therefore exposed to foreign currency risk. The Company analyses currency risk as to which balances outstanding in currency other than the functional currency of that Company. The company enters in to derivative financial instrument such foreign currency forward contract and option contracts to mitigate the risk of changes in exchange rate on foreign currency exposure.

Following table analysis foreign currency assets and liabilities on balance sheet date.

Sensitivity to foreign currency risk

The following table demonstrates the sensitivity in the USD currencies if the currency rate is increased/(decreased) by 1% with all other variables held constant. The below impact on the Company’s profit before tax is based on changes in the fair value of unhedged foreign currency monetary assets and liabilities at balance sheet date:

(b) Credit risk

Credit risk is the risk that arises from the possibility that the counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

Financial assets that are subject to such risk, principally consist of trade receivables, Investments and loans and advances. None of the financial insturments of the company results in material concentration of credit risk. Financial assets are written off when there is no reasonable expectation of recovery, however, the Company continues to attempt to recover the receivables. Where recoveries are made, these are recognised in the Statement of Profit and Loss.

The impairment for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each balance sheet date.

Trade and other receivables

To Manage trade and other receivables, the company periodically assesses the financial reliability of customers, taking in to account the financial conditions, economic trends, analysis to historical bad debts and ageing of such receivables.

Investments

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counter-parties that have a good credit rating. The Company does not expect any losses from non-performance by these counterparties apart from those already given in financials, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company has obtained fund and non-fund based working capital lines from various banks. The company’s treasury department is responsible for liquidity, funding as well as settlement management. In addition, process and policies related to such risk are overseen by senior management. Management moniters the company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity shareholders of the Company. The Company’s objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue to provide returns to shareholders and other stake holders.

The Company manages its capital structure and makes adjustments in light of changes in the financial condition and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders (buy back its shares) or issue new shares.

No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2018 and 31st March, 2017.

Note-8: Financial Instruments by Category and fair value heirarchy

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values.

The fair values of the financial assets and financial liabilities included in the level 2 and level 3 categories above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Ind AS. An explanation for each level is given below.

Level 1:Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. Note-51: First time adoption of Ind AS First Ind AS financial statements

These are the Company’s first separate financial statements prepared in accordance with Ind AS applicable as at 31 March 2018.

The accounting policies set out in note B have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet as at 1 April 2016 (the date of transition). In preparing its opening Ind AS balance sheet, the Company has restated the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2014 and other relevant provisions of the Act (previous GAAP or Indian GAAP) so as to comply in all material respects with Ind AS.

An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is as follows:

First-time adoption

Following are the applicable Ind AS 101 optional exemptions and exceptions to retrospective application of Ind AS applied in the transition from previous GAAP to Ind AS.as per Appendix D of IND AS 101.1.

I) Optional exemptions

a) Property, plant and equipment and intangible assets

The Company has applied Ind AS 16 with retrospective effect for all of its property, plant and equipment, except for Free hold land which is accounted at deemed cost. i.e. fair valued on transition date, as at the transition date, viz., 1st April 2016.

b) Investment in subsidiaries

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its investment in subsidiaries as recognised in the financial statements at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition.

Accordingly, the Company has elected to measure all of its investments in subsidiaries at their previous GAAP carrying value.

II) Exceptions to retrospective application of Ind AS a) Estimates

An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP except where Ind AS required a different basis for estimates as compared to the previous GAAP.

De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial Liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions.

The company has applied the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

III) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial instrument meet the condition of Ind AS 109 on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

Reconciliation of equity as at 1st April 2016 (date of transition)

8.1 Notes to Reconciliation

1 Freehold land (property) are carried in the balance sheet on the basis of fair valuations performed on transition date, and all other property, plant and equipment are measured as per Ind AS 16 with the date of its acquisition.

2 The company had evaluated and considered life time impairment on one of its financial asset .i.e. renewable energy certificates, on transition date considering then market trend & scenerio and resultant change is adjusted in retained earnings.

3 Under Previous GAAP, the company made investment made in mutual fund and are recorded at lower of cost or net realisable value. Under Ind AS the investment in mutual fund has been fair valued through profit and loss.

4 Certain security deposits given were recorded at discounted value and classified at amortised cost, Difference between the discounted value and transaction value of the security deposits has been recognised as prepaid expenses.

5 Under the previous GAAP, the premium or discount arising at the inception of foreign exchange forward contracts entered into to hedge an existing asset / liability, were amortised as expense or income over the life of the contract. Exchange differences on such contracts were recognized in the statement of profit and loss in the reporting period in which the exchange rate changes. Under the IND AS 109, foreign exchange forward contracts are carried at fair value and the resultant gains /(losses) are recorded in the statement of profit and loss.

6 Under Previous GAAP, the transaction cost (i.e. Processing Cost) incurred towards borrowings was capitalised with Property, Plant and Equipment. Upon transition to Ind AS, the transaction cost has been amortized over the loan period with interests as per effective interest rate method.

7 Upon transition to Ind AS, Company has elected to apply Ind AS 16, Property, Plant and Equipment from date of acquisition of property, plant and equipment and accordingly as a change in estimate has been applied retrospectively and resultant change is adjusted in retained earnings.

8 Under Previous GAAP, the cost relating to post employment benefit obligation including actuarial gain/losses were recognised in profit and loss. Under the Ind AS, actuarial gain/losses on the net defined liability are recognised in the comprehensive income instead of profit and loss

9 Tax adjustments include deferred tax impact on account of differences between previous GAAP and Ind AS.

9. Previous year’s figures are regrouped or rearranged wherever considered necessary, to make them comparable with current year’s figure.

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