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Directors Report of Urja Global Ltd.

Mar 31, 2016

Boards’ Report

Dear Members,

On behalf of Board of Directors of your Company, it gives me immense pleasure in presenting the 24th Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ending 31st March, 2016.

FINANCIAL SUMMARY OF OPERATIONS

The Company''s Achievements during the Financial Year 2015-16 are summarized below:

_(Rs, In 000’s)

Particulars

Standalone

Consolidated

FY16

FY15

FY16

FY15

Total Income

1,208,466.34

1,167,636.37

1,285,967.79

1,209,673.60

Total Expenditure

1,192,877

1,162,994.25

1,270,295.25

1,224,603.06

Profit before depreciation, finance Costs & tax

17,834.86

4,642.12

33,567.48

6,741.89

Depreciation

186.99

144.34

7,067.17

9,872.51

Finance Costs

2,058.53

1,682.91

10,827.78

11,798.50

Profit/(Loss) before tax

15,589.34

2,814.87

15,672.53

(14,929.46)

Provision for Tax

5,160.12

946.43

5,160.12

953.40

Deferred Tax Liability

(3.62)

(9.02)

(132.48)

(735.27)

Net Profit for the Year

10,432.85

1,877.46

10,648.18

(13,705.47)

On Standalone basis, the Company registered a growth of 3.44 % in Total Revenue in Financial Year 2015-16 at Rs, 120 Crores against Rs, 116 Crores during the previous year. The Profit after tax (PAT) for the year is Rs, 1.04 Crores as against Rs, 18.77 Lakhs in the previous year.

On Consolidated basis also, the Company registered a growth of 6.67 % in Total Revenue in Financial Year 2015-16 at Rs, 128 Crores as against Rs, 120 Crores during the previous year. The Profit after tax (PAT) for the year is Rs, 1.06 Crores as against loss of Rs, 1.37 Crores in the previous year.

BRIEF DESCRIPTION OF THE STATE OF THE COMPANY’S AFFAIRS

Urja continues to invest in the future technology, products and people. During the year, your Company has signed MOU with Chhattisgarh Government for the Manufacturing of 50 MW Solar Modules and 25 MW LED Products in Naya Raipur, Chhattisgarh in the upcoming Electronic Manufacturing Cluster and incorporated a new SPV Company namely, M/s Naya Raipur Electronic Manufacturing Cluster Private Limited along with seven other subscribers. The Constructions and Civil works has already been initiated, we expect the full swing manufacturing latest by first quarter of the next year. It''s a crucial step in achieving Company''s Growth, and be the next Solar Leaders across the globe. The Solar Industry is getting immense support from Government of India and your Company is working commensurately to contribute its share in achieving India''s target of generating 100 GW from Solar Power by 2022.

Your Company has invested Rs, 1 Crores in the Share Capital of its Wholly Owned Subsidiary Company, i.e. Urja Batteries Limited during the year under review.

The Board assures that the Company will continue to prosper in future.

SHARE CAPITAL

During the year under review, the Company with the approval of Shareholders in its last Annual General Meeting, held on 25th August, 2015 has sub-divided (split) the Face Value of Equity Share of Rs, 10/- (Rupees Ten Only) each into 10(Ten) Equity Shares of Rs, 1/- (Rupee One Only) each with an objective to improve the liquidity of the Company''s share and to make it more affordable for the small retail investors.

DIVIDEND

Due to future requirements, profits have been deployed back to the Reserve & Surplus, and the Directors have not recommended any dividend for the period ended March 31, 2016.

RESERVES

The Directors do not propose to transfer any amount to the Reserves and retained the Profits of the Company amounting to Rs, 1.04/- Crores for various expansion purposes.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS

M/s PVR-N & Co., Chartered Accountants, (Registration No. 004062N), the Statutory Auditors holds office till the conclusion of the ensuing Annual General Meeting of the Company. It is proposed to re-appoint M/s PVR-N & Co. from the conclusion of the forthcoming Annual General Meeting till the conclusion of the Twenty Fifth Annual General Meeting to be held in the year 2017. The certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limit under Section 141 of Companies Act, 2013.

AUDITORS'' REPORT

The observations of the Statutory Auditors in the Auditors'' Report together with the relevant notes to Accounts in Schedules are self - explanatory and therefore do not call for any further explanation.

The consolidated financial statements of your Company have been prepared in accordance with Accounting Standards, issued by the Council of The Institute of Chartered Accountants of India.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Sanjay Chugh, Practicing Company Secretary for conducting Secretarial Audit of the Company for the Financial Year 2015-16.

The Secretarial Audit Report is annexed herewith as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

BOARD MEETINGS

The Board of Directors met 5 (five) times in the Financial Year 2015-16, i.e., 27.05.2015, 27.06.2015, 13.07.2015, 07.11.2015 & 13.02.2016 respectively. The details of the Board Meetings and the attendance of the Directors are disclosed under the Section of Corporate Governance Report.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(d) of Companies Act, 2013, all the Independent Directors of the Company has given their disclosures in compliance with Section 149(6) of Companies Act, 2013.

SUBSIDIARIES/ JOINT VENTURES/ASSOCIATES

As on 31st March 2016, the Company has 2 Subsidiaries Companies. There are no Joint Ventures (JVs) and Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

M/s Sahu Minerals & Properties Limited is an Unlisted Public Company and is currently engaged in the business of development of the Land available with the Company for residential buildings and commercial office complexes. Currently the projects are at initial phase they would start generating revenues once they get completed.

M/s Urja Batteries Limited, a Wholly owned subsidiary of Urja Global Limited, is a leading manufacturer of lead acid batteries for Industrial, Solar and Standby Power Solutions. During the year, the Battery Manufacturing Unit of Urja has performed satisfactorily and the products have marked its excellence and have created a niche in Northern market of the Country against its competitors and are also exporting solar batteries to Nepal. Few orders in Hand are also to be supplied to Bangladesh, Sri Lanka and African Countries as well.

During the year under review, none of the existing subsidiaries ceased to be subsidiaries of the Company. There has been no major change in the nature of business of your Company and its subsidiaries.

Pursuant to the provisions of Section 129(3) of Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any Loan or Guarantee or Security to any Body Corporate during the period under review. Although, in compliance of Section 186 of the Companies Act, 2013 and rules made there under, the company has:

a) made an investment aggregating to Rs, 1 Crores in the Share Capital of its Wholly Owned Subsidiary Company , i.e., M/s Urja Batteries Limited;

b) invested in the Share Capital of a new Special Purpose Vehicle Company formed by the Government of Chhattisgarh viz. M/s Naya Raipur Electronic Manufacturing Cluster Pvt. Ltd. for the development of upcoming Electronic Manufacturing Cluster at Naya Raipur, Chhattisgarh for the production facility of Solar Modules 50 MW and 25 MW LED Products.

c) Extended Corporate Guarantee to M/s Urja Batteries Limited amounting to Rs, 8,20,60,000/- (Rupees Eight Crores Twenty Lacs and Sixty Thousand only)

REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT, 2013

The Auditors during the performance of their duties have not identified any offence of fraud committed by the company or its officers or employees. Therefore, no frauds have been reported to the Central Government under Section 143 (12) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

In the Board Meeting held on May 28, 2016, Your Company has resolved to grant Unsecured Loan to its Wholly Owned Subsidiary, M/s Urja Batteries Limited amounting to Rs. 5 Crores for expansion of the Business of Company Domestic and Overseas to convert it into a Profitable Venture. Further, your Directors are pleased to inform you that the Investment in Naya Raipur Electronic Manufacturing Cluster Pvt Ltd., the Company has been awarded In-principle approval of 2 Acres of Land in Naya Raipur, Chhattisgarh for the manufacturing of Solar Modules and LED Products.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134(3)(m) of Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is provided in Annexure B and forms an integral part of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is furnished in Annexure C and forms an integral part of this report.

RISK MANAGEMENT&INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms integral part of this report.

Internal Control System & Their Adequacy

The Company has an elaborate internal control system commensurate with the size of the Company and its operations. Ms. Sonam Goel, Qualified Chartered Accountant, Internal Auditor of the Company submits its quarterly report to the Audit Committee for the effective implementation of internal control systems and procedures. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems based on the Reports submitted by the Internal Auditor.

MANAGEMENT DISCUSSION AND ANALYSIS

In the Financial Year 2015-16, your Company has reached new milestones and developed new relations overseas for the business expansion. The detailed Management Discussion and Analysis Report in compliance with the Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is annexed and forms part of the Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the Board, Committees and individual Directors has to be made. The Company has in place a comprehensive and structured questionnaire for evaluation of the Board and its Committees, Board composition and its structure, effectiveness, functioning and information availability. This questionnaire also covers specific criteria and the grounds on which all Directors in their individual capacity will be evaluated. The performance evaluation of the Independent Directors was done by the entire Board excluding the director being evaluated.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their separate meeting held during the year. The Board of Directors expressed their satisfaction with the evaluation process.

CERTIFICATES AND PRODUCT APPROVALS

During the period under review, your Company has received certifications and approvals on its products, which mainly includes:

1. Approval of LED Street Lights from NABL accredited Labs

2. ISO 14001:2004

3. MNRE Approval for different ranges of Solar Batteries PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

The Board, during the Financial Year 2015-16, had appointed Ms. Payal Sharma and Mr. Prithwi Chand Das as Independent Directors of the Company for a term of 5 years in compliance with Section 149 of Companies Act, 2013. The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section149(6) of the Act. Further, the Board had also appointed Mrs. Honey Gupta as Managing Director of the Company for a period of 5 years with effect from May 27, 2015 pursuant to Section 196 & 197 of Companies Act, 2013.

Apart from this, Mr. Yogesh Kumar Goyal and Mr. Aditya Venketesh got reappointed as Whole Time Director for a further period of 1 year with effect from May 13, 2015 and June 1, 2015 respectively. The Board at its meeting held on May 28, 2016 has, subject to the approval of shareholders, re-appointed Mr. Yogesh Kumar Goyal and Mr. Aditya Venketesh for a further term of one year with effect from June 1, 2016.

In addition to this, Mr. Divyanshu Bikash and Ms. Nupur Garg, Independent Directors of the Company had resigned from the Company during the year under review.

KEY MANAGERIAL PERSONNEL

Mr. Akshay Mehta is appointed as Company Secretary of the Company in place of Mr. Manoranjan Kumar. Further, Ms. Anubha Tiwari, Chief Financial Officer of the Company had also resigned from the Company in February, 2016.

The Company has appointed Mr. Gagan Gupta as Chief Financial Officer of the Company with effect from 11th August, 2016.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There has been no significant and material order passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations.

RE-APPOINTMENT OF INDEPENDENT DIRECTORS

The Board in its meetings held on 13th February, 2016, had reappointed Mr. Puneet Kumar Mohlay as Independent Director of the Company for a term of 5 years. But due to his some pre - occupations and business commitments, Mr. Mohlay has requested the Board to relieve him from his services with effect from May 28, 2016. The Board acknowledged his efforts and express gratitude for his invaluable guidance during his tenure as Chairman and Independent Director of the Company.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of Section 177(8) of Companies Act, 2013, the Composition of Audit Committee as on date is as follows:

Name

Designation

Category

Ms. Payal Sharma

Chairman

Independent Director

Mr. Yogesh Kumar Goyal

Member

Executive Director

Mr. PC Das

Member

Independent Director

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. Details of vigil Mechanism Policy are made available on the Company''s website www.uriaglobal.in.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee was in receipt of remuneration in excess of Sixty Lakh Rupees per year or Five Lakh Rupees per month during the year under review.

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with name of top ten employees in terms of remuneration drawn forming part of the Directors'' Report for the year ended March 31, 2016 is annexed as Annexure D to this Report.

POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members as well as diversity of the Board. The Company recognizes the benefits and importance of having a diverse Board of Directors in terms of skill set and experience. The Company has an optimum mix of executive and non-executive, independent directors and woman director. The details of the policy are explained in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business. Moreover, all the transactions were with Wholly Owned Subsidiary Company only, therefore the provisions of Section 188 of the Companies Act, 2013 are not attracted. Hence, disclosure in Form AOC-2 is not required.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company''s website www.uriaglobal.in.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme for the Independent Directors of the Company is designed to help the Independent Directors to gain a deep understanding of the Company, its stakeholders, senior management, operations, policies, industry perspective and issues. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of various familiarization programmes provided to the Directors of the Company is available on the Company''s website www.uriaglobal.in.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit and loss of the Company for the year ended March 31, 2016;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company always focused on maintaining the highest standards of corporate governance and adheres to the corporate governance requirements set out by SEBI.

The Company has also implemented several best corporate governance practices as prevalent globally.

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance along with Auditor''s Certificate thereon forms part of the Annual Report.

APPRECIATION AND ACKNOWLEDGEMENT "Individual Commitment to a group effort, that is what makes a team work, a Company Work, a Society work, a Civilization work and is truly making Urja work."

We thank our valuable customers, business associates and bankers for their continued support during the financial year. We wish to convey our deep appreciation to the dealers, distributors, of the Company for their achievements in the area of sales and service, and to suppliers/ vendors for their valuable support.

We also place on record our sincere appreciation for the enthusiasm and commitment of Company''s employees for the growth of the Company and look forward for their continued involvement and support.

CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

On behalf of the Board of Directors

New Delhi Honey Gupta Yogesh Kumar Goyal

11thAugust, 2016 Managing Director Whole Time Director

DIN:07172280 DIN:01644763


Mar 31, 2015

Dear Members,

The Directors are delighted to present the23rd Annual Report on the business and performance of your company together with the Audited Statement of Accounts and Auditor's for the Financial Year ended March 31, 2015.

SUMMARY OF THE FINANCIAL RESULTS

The financial performance of the Company for the fiscal year is summarized below: (Rs. In 000's)

Particulars Standalone

FY 15 FY 14

Total Income 1,167,636.37 1,143,792.14

Total expenditure 1,164,821.50 1,131,337.25

Profit before depreciation, finance Costs & tax 4,642.11 13,398.95

Depreciation 144.33 79.96

Finance Costs 1,682.91 864.10

Profit/(Loss) before tax 2,814.87 12,454.89

Provision for Tax 946.43 4,047.36

Deferred Tax Liability (9.02) 8.44

Net Profit/(Loss) for the Year 1,877.46 8,399.09

Balance brought forward from previous year 28,024.92 19,625.83

Balance carried over to balance Sheet 29902.381 28,024.92

Particulars Standalone

FY 15 FY 14

Total Income 1,209,673.60 1,144,032.14

Total expenditure 1,224,603.06 1,131,974.87

Profit before depreciation, finance Costs & tax 6,741.55 13,001.97

Depreciation 9,872.51 79.96

Finance Costs 11,798.50 864.74

Profit/(Loss) before tax (14,929.46) 12,057.27

Provision for Tax 953.40 4,047.36

Deferred Tax Liability (735.27) 8.44

Net Profit/(Loss) for the Year (13,705.47) 8397.38

Balance brought forward from previous year 28,023.21 19,625.83

Balance carried over to balance Sheet 14,31774 28,023.21

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS On the Standalone basis, revenue of your Company stood at Rs.1,167,636.37 thousand as against Rs.1,143,792.14 Thousand during the previous year, registering an increase of 2.04%. Earnings before Interest, tax, depreciation and amortization (EBITDA) were 14,642.11 Thousand as against 113,398.95 Thousand, lower by 188.63%. The Profit before tax (PBT) was 12814.87 Thousand as against 112454.89 Thousand in the previous year, registering a decline of 342.5%. Profit after tax (PAT) for the year was 11877.46 Thousand as against 18,399.09 Thousand in the previous year, registering a decline of 347.5%.

On Consolidated basis, revenue from operations for the financial year 2014-15 at 11, 209,673.60 Thousand as against 11,144,032.14 Thousand during the previous year, registering an increase 5.42%. EBITDA was 16,741.55 Thousand as against 113,001.97, lower by 92.85%. The LBT was 114,929.12 Thousand as against 112,057.27 Thousand profit in the previous year.

The LAT for the year was 113,705.47 Thousand as against 18,397.38 Thousand profit in previous year.

During the Current Year the Company acquired a battery manufacturing unit by Investing in the 100 % Equity of Urja Batteries Ltd. The Loss for the Current Year of the Unit has resulted in loss in the consolidated results for the current financial year.

DIVIDEND

During the year your Company had various expansion plan required fund for that, considering this expansion your Directors do not recommend any dividend for the year.

BOARD MEETINGS

Pursuant to Section 134(3)(b) , total number of Board Meetings held during the year under review, were four (4) duly held on the May 28, 2014, August 13, 2014, November 11, 2014 and January 31, 2015.

The necessary quorum was present for all the meetings. The intervening period between two Board Meetings was well within the maximum time gap of 120 days, as prescribed under Code of Corporate Governance.

SUBSIDIARIES/ JOINT VENTURES/ASSOCIATES

As on 31st March 2015, the Company had 2 Subsidiaries (1 is wholly-owned Subsidiary), Nil Joint Ventures (JVs) and Nil Associates.

The Wholly-Owned Subsidiary, M/s Urja Batteries Limited (formerly Bharat Accumulators Limited) was acquired during the financial year 2014-2015.

Report on the performance and financial position of each of the subsidiaries companies has been provided in Form AOC-1.

RESERVES

The net movement in the major reserves of the Company for FY15 and the previous year are as follows:

(Figures in Rs.000's)

Particulars FY 15 FY 14

Surplus in Statement of Profit and Loss 29,902.38 28,024.92

CREDIT RATING

The Company's performance capability and financial strength is reflected in the Credit Rating ascribed by Care Rating Agency. Your Company has been conferred with prestigious Solar Energy Grade "SP 3B" which indicates Moderate Performance Capability and High Financial Strength. This rating is an indicator that our overall Financial Strength has been improved during the Financial Year 2014-15.

MANAGEMENT DISCUSSION AND ANALYSIS

For the year under review, the business operations of the company comprise, Solar, Coal and battery manufacturing. This segmentation forms the basis for review of operational performance by the management.

INDUSTRY STRUCTURE AND DEVELOPMENT

Solar:- India is a country that has tremendous solar energy potential. As the nation is facing an increasing demand - supply gap in energy, it is important to tap the solar potential to meet the energy needs. India is in a state of perennial energy shortage with a demand-supply gap of almost 12% of the total energy demand. This trend is significant in the electricity segment that is heavily dependent on coal and other non-renewable sources of energy. Renewable energy (RE) sources contribute only 7.7%of the total installed power capacity of 167,077 MW in India. Among the RE sources, wind power is the dominating component while solar energy currently contributes to less than 0.1% (on-grid off-grid) of the total installed capacity.The solar energy potential in India is immense due to its convenient location near the Equator. India receives nearly 3000 hours of sunshine every year, which is equivalent to 5000 trillion kWh of energy. This, coupled with the availability of barren land, increases the feasibility of solar energy systems in these regions. Considering India's solar potential, the government has rolled out various policies and subsidy schemes to encourage growth of the Solar Industry, which is expected to experience exponential growth in the coming years. There are three government bodies established to promote solar energy in India. The first is the Ministry of New and Renewable Energy (MNRE), which is the nodal unit for all matters relating to RE. The second, India Renewable Energy Development Agency (IREDA), is a public limited company established in 1987 to promote, develop and extend financial assistance for RE and energy efficiency/conservation projects. Finally, Solar Energy Centre (SEC) is a dedicated unit of the MNRE and the Government for the development of solar energy technologies and promotion of its applications through product development. Besides this, government has also rolled out various policies and subsidies to promote this sector.

RISK MANAGEMENT & INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Risk Management

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

Internal Control System & Their Adequacy

The Company maintains appropriate system of internal control, including monitoring procedures, to insure that all assets are safeguarded against loss from safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Head of Internal Audit together with external audit consultant review the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. The Audit committee of the Board of Directors approves and reviews audit plans for the year based on internal risk assessment. Audits are conducted on an on-going basis and significant deviations are brought to the notice of the Audit Committee of the Board of Directors following which corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION BOARD EVALUATION COMMITTEES OF THE BOARD DIRECTORS AND KEY MANAGERIAL PERSONNEL

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, has been disclosed in the corporate governance report, which forms part of the Board's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board at its Meeting held on May 27, 2015 and on June 27, 2015, had appointed Mrs. Payal Sharma and Mr. Prithwi Chand Dass respectively as Independent Directors of the Company for a term as per Companies Act, 2013 subject to the regularization in ensuing Annual General Meeting. The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section149(6) of the Act and Clause 49 of the Listing Agreement. The Board at its Meeting held on November 11, 2014, had appointed Mr. Rajiv Gupta as Additional Director subject to regularization in ensuing Annual General Meeting Subject to the approval of the members, the Board of Directors has re-appointed Mr. Yogesh Kumar Goyal and Mr. Aditya Venketesh as Whole Time Director for a further period of 1 year with effect from May 13, 2015 and June 1, 2015 respectively.

Necessary resolutions for the re-appointment of the aforesaid Whole Time Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposal for re-appointment are mentioned in the Explanatory Statement to the Notice.

The Board at its meeting Held on May 27, 2015, appointed Mrs. Honey Gupta as Managing Director of the Company Subject to approval from shareholders in ensuing Annual General Meeting. Necessary resolutions for the appointment of the aforesaid Managing Director has been included in the Notice convening the ensuing AGM and details of the proposal for appointment are mentioned in the Explanatory Statement to the Notice.

Mrs. Honey Gupta, Managing Director; Mr. Yogesh Kumar Goyal and Mr. Aditya Venketesh, Whole Time Director; Ms. Anubha Tiwari, Chief Financial Officer and Mr. Manoranjan Kumar, Company Secretary are the KMPs of the Company as per the provisions of the Act.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In pursuance to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of committees. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, board meetings and effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the compliance with the terms of reference of the committees, composition of committees, functions and duties, committee meetings & procedures, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings, attendance, independent judgment etc. In addition, the Chairman was also evaluated on the basis of criteria such as leadership, managing relationship, conducting board meetings etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

PERSONNEL

The Industrial Relations Scenario continues to be cordial. The Company regards its employees as a great asset and accord high priority to training and development of employees.

The information's required pursuant to section 197 of the Companies Act, 2013("the Act") read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of section 136 of the act, the report and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which are available for inspection by the members at the Registered Office of the Company up to the date of ensuing AGM. If any members are interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company's website www.urjaglobal.in.

The Company in the ordinary course of its business, enters into transactions relating to purchase, transfer or receipt of products, goods, materials, services, other obligations from Urja Batteries Limited and Sahu Minerals & Properties Ltd who are 'Related Party' within the meaning of Section 2(76) of the Act and Clause 49(VII) of the Listing Agreement. The current and the future transactions are/will be deemed to be 'material' in nature as defined in Clause 49(VI I) of the Listing Agreement as they may exceed 10 per cent of the annual turnover of the Company based on future business projections. Thus, in terms of Clause 49(VII) (E) of the Listing Agreement, these transactions would require the approval of the members by way of a Special Resolution.

FIXED DEPOSIT

No fresh deposits were accepted after April 1, 2014. The Company did not have any unclaimed or overdue deposits as on March 31, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As on March 31, 2015, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. The Company has certain unquoted investments inco operative housing societies for premises owned by the Company. The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarization programmes provided to the Directors of the Company is available on the Company's website www.urjaglobal.in.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed here with as "Annexure C".

STATUTORY AUDITORS

M/s PVR-N & Co., Chartered Accountants, (Registration No.004062N), the Statutory Auditors hold office till the conclusion of the ensuing Annual General Meeting of the Company. It is proposed to re-appoint M/s PVR-N & Co. from the conclusion of the forthcoming AGM till the conclusion of the Twenty Fourth AGM to be held in the year 2016. The certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limit under Section 141 of Companies Act, 2013. In this connection, the attention of the Members is invited to Item No. 3 of the Notice.

AUDITORS' REPORT

The observations of the Statutory Auditors in the Auditors' Report together with the relevant notes to Accounts in Schedules are self - explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company have been prepared in accordance with Accounting Standards, issued by the Council of The Institute of Chartered Accountants of India.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Sanjay Chugh, Practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2014-2015.

The Secretarial Audit Report is annexed herewith as "Annexure A". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in "Annexure B".

VIGIL MECHANISM

The Company has established a vigil mechanism that enables the Directors and Employees to report genuine Concerns. The Vigil Mechanism Provides for (a) adequate safeguards against victimization of persons who use the vigil Mechanism, and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of vigil Mechanism Policy are made available on the Company's website www.urjaglobal.in.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of clause 49 of the Listing Agreement forms part of the Annual Report.

APPRECIATION AND ACKNOWLEDGMENT

The Board appreciates and places on record the contribution made by each and every employee of the Company for building Urja what it is today. The Board also places on record their appreciation of the support of all stakeholders' particularly shareholders, customers, suppliers, Channel partners and business partners and others associated with the company as its trading partners.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support in the years to come.

CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

On behalf of the Board of Directors

New Delhi, 13th July, 2015 Puneet Mohlay Chairman


Mar 31, 2014

Dear Members,

The Directors'' are pleased to present the 22 nd Annual Report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditor''s Report of your Company for the Financial Year ended on 31 March, 2014.

FINANCIAL PERFORMANCE

The financial performance of the Company for the fiscal is summarized below:

(Rs. In 000''s)

Particulars Standalone Consolidated

FY14 FY13 FY14

Total Income 1,143,792.14 1,124,679.29 1,144,032.14

Total Expenditure 1,130,393.19 1,111,461.24 1,131,030.17

Profit before 13,398.95 13,218.05 13,001.97 Depreciation, Finance Costs & Tax

Depreciation 79.96 55.22 79.96

Finance Costs 864.10 1,750.90 864.74

Profit/(Loss) before tax 12,454.89 11,411.93 12,057.27

Provision for Tax 4,047.36 3,868.41 4,047.36

Deferred Tax Liability 8.44 3.17 8.44

Net Profit for the year 8,399.09 7,540.35 8,001.47

Balance brought forward 19,625.83 12,085.49 - from previous year

Balance carried over to Balance Sheet 28,024.92 19,625.83 28,023.21

The Company continues its effort on developing new products and technologies to meet growing customer expectations. The existing products will be refreshed at regular intervals to suit upcoming trends. The profit after tax of the Company during the Financial Year is Rs. 84.10/- Lakhs. During the year under review, your Company reported total income of Rs. 114.35/- Crores as against Rs. 112.47/- Crores last year. The current financial year closed with a profit of Rs. 0.84/- Crores as against the profit of Rs. 0.75/- Crores last year.

Your Company has continued its focus on Renewable Energy business emphasizing majorly Solar. The Company is developing their Urja Kendra''s which acts as Sales and Service Support both to the Company generating revenues. The Company during the year launched a range of Solar Power Packs which are adding to the Sales.

DIVIDEND

During the year, considering the operating performance of the Company, your Directors do not recommend any dividend for the year.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY COMPANIES

With the vision of becoming the most admired and responsible Renewable Energy Company, your Company has forged strategic investments through Subsidiaries. During the year your Company invested in M/s Sahu Minerals and Properties Limited as a part of its growth Plans. Your Company has invested in 78.50% of the Paid -up Capital of its Subsidiary (SMAPL)which will be beneficial for the Company in long-term. Recently The Company has invested in M/s Bharat Accumulators Limited (Wholly Owned Subsidiary), a battery manufacturing unit, in its meeting held on 28th May, 2014.The investment in Bharat Accumulators Limited would be a backward integration and will be a milestone in the growth plans laid by the Company.

In the light of MCA Circular No. 2/2011 issued by the Central Government dated 8th February, 2011 the Company is exempted from attaching the Annual Accounts of each of its subsidiary companies with the Balance Sheet of the Company. The Board of Directors of the Company has, by Resolution passed in its meeting held on 28th May, 2014, given consent for not attaching the Balance Sheets of the subsidiaries concerned.

The consolidated financial statements of the Company and its subsidiary duly audited by the statutory auditors are presented in the Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the head office of the Company and the offices of its subsidiary companies.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE where the Company''s Shares are listed and company has also submitted the application before NSE for listing of it''s Equity Capital which is pending with them.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of clause 49 of the Listing Agreement forms part of the Annual Report.

Further, the Management Discussion and Analysis Report and CEO/CFO Certificate on discharge of finance function are also presented in separate sections forming part of the Annual Report. All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2013-14. A declaration to this effect signed by the Director of the Company is contained in this annual report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

b. Technology Absorption: The Company contemplates to take advantage of the latest developments and advancements in the Industry. However during the year under review no technology/ know how was purchased by the Company.

c. Export Activities: There was no export activity in the Company during the year under review.

d. Foreign Exchange Earnings and Outgo: The Company made some Imports during the year for which the foreign exchange expenditure was incurred and has been duly disclosed in the Notes to Financial Statements.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

BOARD OF DIRECTORS

During the Financial Year 2013-2014, Mr. Raajesh Kumar Gupta resigned from the post of Independent Director due to some unavoidable circumstances. Mr. Vishnu Gupta resigned from the post of Technical Directorship, w.e.f 28th May, 2014 due to his pre-occupation with other assignments. The Board has placed on record its appreciation for the valuable contribution made by them during there tenure as Director.

Pursuant to section 152 of the Companies Act, 2013 clause (a) and (c) of sub section (6) read with Article of Association of the Company, Mr. Harijanto Soepangkat Widjaja, Director of the Company, retires by rotation at the ensuing Annual General Meeting and expressed in the Board meeting to take retirement. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mrs. Nupur Garg for the office of Independent Director ofthe Company and in deference to Shareholders wishes, your Board of Directors propose appointment of Mrs. Nupur Garg to fill up the vacancy which would arise consequent to the retirement of Mr. Harijanto Soepangkat at the ensuing Annual General Meeting.

Mr. Divyanshu Verma was appointed as an Additional Director with effect from 28th May, 2014 pursuant to the provisions of the Act. Mr. Verma holds office only upto the date of the forthcoming AGM and a Notice under Section 160 (1) of the Act has been received from a Member signifying its intention to propose Mr. Verma''s appointment as a Independent Director . As required under the said Act and the Rules made thereunder, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the notice of the meeting in terms of Section 102 (1) of the said Act.

The Independent Directors have submitted the Declaration of Independence, as required under Section 149(6) of the Act, declaring that they meet the criteria of independence. With the appointment of Independent Directors, the conditions specified in the Act and the Rules made thereunder as also under revised Clause 49 of the Listing Agreement stand complied.

The Board of Directors subject to the approval of the Members accorded their consent for re-appointment of Mr. Yogesh Kumar Goyal and Mr. Aditya Venketesh as Whole Time Directors for a period of 1 Year w.e.f.th 13 May, 2014 and 1st June, 2014 respectively.

Appropriate Resolution(s) seeking your approval for the appointment/re-appointment of Directors and the details of Directors being recommended for reappointment as required in clause 49 of the Listing Agreement are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s PVR-N & Co., Chartered Accountants, (Registration No.004062N), the Statutory Auditors hold office till the conclusion of the ensuing Annual General Meeting of the Company. It is proposed to re-appoint M/s PVR- N & Co. from the conclusion of the forthcoming AGM till the conclusion of the Twenty Third AGM to be held in the year 2015. The certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limit under Section 141 of Companies Act, 2013. In this connection, the attention of the Members is invited to Item No. 3 of the Notice.

AUDITORS'' REPORT

The observations of the Statutory Auditors in the Auditors'' Report together with the relevant notes to Accounts in Schedules are self - explanatory and therefore do not call for any further explanation.

The consolidated financial statements of your Company have been prepared in accordance with Accounting Standards, issued by the Council of The Institute of Chartered Accountants of India.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company for building Urja what it is today.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its shareholders,suppliers, Channel Partners, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s Endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support in the years to come.

On behalf of the Board of Directors

Puneet Mohlay Chairman

New Delhi, 13 August, 2014


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 21st Annual Report of your Company together with the Audited Statement of Accounts and the Auditor''s Report of your Company for the Financial Year ended, 31st March, 2013.

Financial Highlights

The financial performance of the Company for the year ended 31st March, 2013 is summarized below:

(Rs. In ''000''s) Particulars Financial Year ended 31st March, 2013 31st March, 2012

Total Income 1,124,679.29 1,055,025.09

Total Expenditure 1,111,461.24 1,042871.86

Profit before Depreciation, Finance Costs & Tax 13218.05 12153.23

Depreciation 55.22 45.27

Finance Costs 1750.90 1824.80

Profit/(Loss) before tax 11,411.93 10,283.16

Provision for Tax 3868.41 3,107.83

Deferred Tax Liability 3.17 (2.85)

Net Profit for the year 7,540.35 7,178.18

Dividend

The Company earned a Profit after Tax of Rs. 75.40/- Lakhs during the year. In view of future business plans, the Company would be in need of financial resources. Hence, your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended on 31st March, 2013.

Performance Review

The year 2012-13 has been a satisfactory year keeping in view the global economic conditions. During the year under review, your Company reported total revenues of Rs. 112.47 Crores as against Rs. 105.50 Crores last year. The current financial year closed with a profit of Rs. 75.40 Lakhs Crores as against the profit of Rs. 71.78 Lakhs last year. The Company is focusing on high growth photovoltaic industry whilst targeting rural untapped masses.

Conversion of Convertible Warrants into Equity Shares

The Company issued 45,600,000 Convertible Warrants on preferential basis to promoters and various Strategic Investors with an entitlement to convert/exchange with the equal no. of Equity Shares of the Company within a period of 18 months from the date of issue of such convertible warrants in one or more trenches pursuant to the approval of the members under Section 81(1A) of the Companies Act, 1956 in their board meeting held on 4th January, 2012.

During the year the Company converted 90,65,000 Convertible Warrants into equal no. of Equity shares and the same were listed on the Bombay Stock Exchange, where the shares of the Company are traded. The pending 36,535,000 warrants were forfeited due to nonpayment of money remaining unpaid on the warrants for a period of more than 18 months in their meeting held on 14th August, 2013.

Corporate Governance

"Good governance is all about commitment to values and ethical business conduct. It is a mindset of the organization."

The Company believes that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor confidence.

Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of clause 49 of the Listing Agreement forms part of the Annual Report. Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate on discharge of finance function are also presented in separate sections forming part of the Annual Report.

Credit Rating

Credit Analysis & Research Limited (CARE) is a full service rating company that offers a wide range of rating and grading services across sectors. CARE''s Solar Energy Grade reflects CARE''s opinion on the performance capability and financial strength of the graded entity.

Your Company has been assigned Solar Energy Grading SP 3B by CARE for System Integrator under the Ministry of New and Renewable Energy (MNRE) scheme for accreditation of Channel Partners. The grading indicates moderate performance capability and financial strength of the graded entity. The Company has already applied to MNRE for accreditation of channel partner. The aforesaid initiative of the Company will benefit the customers of the Company at large.

Public Deposits

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

b. Technology Absorption: Your Company is constantly active in harnessing and tapping the latest and best technology in the industry. However during the year under review no technology/ know how was purchased by the Company.

c. Export Activities: There was no export activity in the Company during the year under review.

d. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Board of Directors

Pursuant to Section 255 and 256 of the Companies Act, 1956 read with Article of Association of the Company, Mr. Raajesh Kumar Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

During the Financial year 2012-13, Mr. Avinash Kumar Agarwal resigned from the post of Director w.e.f. 13th May, 2012 and Mr. Yogesh Kumar Goyal was appointed as Whole Time Director w..ef. 12th May, 2012. The Board of Directors in its meeting held on 4th January, 2012 appointed Mr. Vishnu Gupta as the Whole Time Director of the Company for a period of one year whose term expired on 3rd January, 2013. Mr. Gupta intimated that due to some unavoidable circumstances he is not able to take up the office of Whole Time Director. So, in the meeting of the Board of Directors held on 13th February, 2013 it was decided that his services are very important for the Company and he should continue if not Whole time Director then as Technical Director with the Company. Therefore, the Board decided to designate Mr. Vishnu Gupta as "Technical Director" of the Company w.e.f. 4th January, 2013.

The Board of Directors subject to the approval of the Members of the Company accorded their consent for the appointment of Mr. Aditya Venketesh and re-appointment of Mr. Yogesh Kumar Goyal as Whole Time Directors for a period of 1 Year w.e.f. 1st June, 2013 and 13th May, 2013 respectively.

The details of Directors being recommended for appointment & reappointment as required in clause 49 of the Listing Agreement are contained in the accompanying Notice.

Appropriate Resolution(s) seeking your approval for the appointment and re-appointment of Directors are also included in the Notice.

Statutory Auditors

The Statutory Auditors M/s PVR-N & Co., Chartered Accountants, (Registration No.004062N) hold office till the conclusion of the ensuing Annual General Meeting of the Company and are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956.

Auditors'' Report

The observations of the Statutory Auditors in the Auditors'' Report together with the relevant notes to Accounts in Schedules are self - explanatory and therefore do not call for any further comments.

Directors'' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief, your Directors hereby confirm that:

a. in preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and that there are no material departures from the same;

b. the accounting policies have been selected and are applied consistently and the judgments and estimates were made, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Annual Accounts for the Financial Year ended 31st March, 2013 have been prepared on ''going concern'' basis.

Listing with Stock Exchanges

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange. The listing and custodial fees for the financial year 2013-14 has already been paid to the Bombay Stock Exchange, NSDL & CDSL.

Acknowledgments & Appreciation

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Rating Agencies, Stock Exchanges, NSDL and CDSL.

The Board wishes to express its grateful appreciation for the assistance and co-operation received from vendors, customers, Central and State Government bodies, auditors, Legal Advisors, consultants, dealers, retailers and other business associates.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

The Board of Directors would particularly like to place on record its appreciation for the dedicated efforts of the employees at all levels.

For and on behalf of the Board of Urja Global Limited

Chairman

New Delhi,

14th August, 2013


Mar 31, 2012

The Directors have immense pleasure in presenting their 20th Annual Report on business and operation of the Company together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012.

Operational and Financial Highlights

The financial performance of the Company for the year ended 31st March, 2012 is summarized

Particulars Financial Year ended

31st March,2012 31st March,2011

Total Income 1,055,025.09 856,953.15

Total Expenditure 1,044,741.93 849,257.44

Profit/ (Loss) before tax 10,283.16 7,695171

Prior Period expenses - -

Provision for Tax & FET 3,107.83 2,562.69

Deferred Tax Liability (2.85) 5.08

Profit/(Loss) aftertax 7,178.18 5,127.94

Transfer to Reserve 27,954.30 27,95430

Paid-up Share Capital 416,556.00 416,556.00

Dividend

The Company earned a Profit after Tax of Rs.7,178,173/- during the year. In view of ongoing diversification plans, the Company would be in need of financial resources.

Hence, your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2012

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company believes that Corporate Governance report is a key element in improving efficiency improving efficiency, transparency, accountability and growth as well as enhancing investor confidence. As per clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

Public Deposits

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

b. Technology Absorption: The Company contemplates to take advantage of the latest developments and advancements in the Industry. However during the year under review no technology/ know how was purchased by the Company.

c. Export Activities: There was no export activity in the Company during the year under review. It would take certain time to establish the new line of business undertaken by the Company.

d. Foreign Exchange Earnings and Outgo: During the year under review, the following foreign currency transactions are recorded at rates of exchange prevailing on the dates of the respective transaction.

(Amount in '000')

Particulars Year Ended 31st March. 2012

Foreign Currency Earnings NIL

Foreign Currency Expenditure 91.10

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

During the year, Mr. D.N Raina and S.N Singh were appointed as Directors w.e.f. August 4, 2011 and January 4, 2012 and have subsequently resigned w.e.f. February 10, 2012 and April 11, 2012 respectively. Further, Mr. Avinash Kumar Agarwal, Executive Director (Finance), ceased to be director on the Board due to expiration of tenure on 13th May, 2012.

In pursuant to Section 256 of the Companies Act, 1956 read with Article of Association of the Company, Mr. Puneet Mohlay, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

The Board of Directors subject to the approval of the Members of the Company accorded their approval for appointment of Mr. Vishnu Gupta and Mr. Yogesh Kumar Goyal as Whole Time Directors for a period of 1 Year w.e.f. 4th January, 2012 and 12th May, 2012 respectively.

The brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership / chairmanship of Board committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are enclosed with the notice.

Statutory Auditors

M/s PVR-N & Co., Chartered Accountants, Statutory Auditors hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Certificate from the Statutory Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Auditors' Report

The observations of the Statutory Auditors in the Auditors' Report together notes of Accounts are self -explanatory and therefore, in the opinion of the directors, do not call for any further explanation.

Directors' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. In preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures, wherever applicable;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors have prepared the Annual Accounts for the Financial year ended 31st March, 2012 on a 'going concern' basis.

Listing with Stock Exchanges

The shares of the Company are listed on the Bombay Stock Exchange. The listing fee for the financial year 2012-13 has already been paid to the Bombay Stock Exchange.

Acknowledgment

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Distributors and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for your continued support in the future.

For and on Behalf of the Board

For Urja Global Limited

Sd/

Date: 20th June, 2012 Puneet Mohlay

Place: Delhi Chairman


Mar 31, 2011

Dear Members

The Directors are pleased to present the 19th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your Company for the financial year ended, 31st March, 2011. The summarized financial results for the year ended 31st March, 2011 are as under:

Financial Highlights

The financial performance of the Company for the year ended March 31, 2011 is summarized below:

(Amount in '000')

Particulars Financial Year ended

March 31, 2011 March 31, 2010

Total Income 863,111.40 496,667.88

Total Expenditure 855,415.69 491,928.01

Pront/(Loss) before tax 7,695.71 4,739.87

Prior Period expenses - -

Provision for Tax &FBT 2,562.69 760.93

Deferred Tax Liability 5.08 6.89

Profit/(Loss) after tax 5,127.94 3,972.05

Transfer to Reserve 27,954.30 27,954.30

Paid-up Share Capital 416,556.00 416,556.00

Operations

Your Company is continuously looking for opportunities in the related business areas such as coal mining, trading of solar products, power distribution, etc. in its endeavor to become "an integrated Power Major". Your Company is firmly on its course to add manufacturing capacity through strategic alliances.

During the year under review the turnover was Rs. 856.95 million against Rs. 496.67 million in the previous year. During the year, the Company has scaled new heights and set several new benchmarks in terms of sales, market capitalization and profits.

The net profit for the year ended March 31, 2011 was Rs. 5.13 million. To de-risk the business model, Your Company is diversifying into the high growth photovoltaic industry and identifying new sites for setting up of power projects. Your Directors are continuously looking for avenues for future growth of the Company in power industry.

Dividend

The Company earned a Profit after Tax of Rs. 5,127,940/- .during the year. In view of ongoing diversification plans, the Company would be in need of financial resources.

Hence, your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2011

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

The Company has been entering into various projects in the areas of power generation and trading of solar products. While benefits from such projects will accrue in the future years, their progress is periodically monitored.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance. As per clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of the Company conforming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

Public Deposits

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

b. Technology Absorption: The Company contemplates to take advantage of the latest developments and advancements in the Industry. However during the year under review no technology/ know how was purchased by the Company.

c. Export Activities: There was no export activity in the Company during the year under review. It would take certain time to establish the new line of business undertaken by the Company.

d. Foreign Exchange Earnings and Outgo: During the year under review, the following foreign currency transactions are recorded at rates of exchange prevailing on the dates of the respective transaction.

(Amount in '000')

Particulars Year Ended

March 31, 2011

Foreign Currency Earnings NIL

Foreign Currency Expenditure 216.52

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

During the year Mr Piyush Prasad, who was inducted as an additional director and further appointed as Managing Director of the Company w.e.f April 1, 2010 in the Shareholders meeting, has resigned w.e.f. May 15, 2010.

Dr. Srikanta Kumar Panigrahi, who was appointed as director of the Company w.e.f February 27, 2010 in Extra Ordinary General Meeting held on April 27, 2010 has resigned from the Directorship of the Company w.e.f June 27, 2010.

The Board places on record its gratitude for the services rendered by them during their tenure as member of the Board.

In accordance to the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr Harijanto Soepangkat Widjaja, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-election.

Further the Remuneration Committee and the Board of Directors of the Company have subject to the approval of the members of the Company, accorded their approval for appointment of Mr. Avinash Kumar Agarwal as Whole Time Director designated as Executive Director (Finance) for a period of one year w.e.f. 14th May, 2011

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership / chairmanship of Board committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are annexed to the notice of the meeting of the Annual Report.

Auditors

PVRN & Co., Chartered Accountants, will retire at the ensuing Annual General meeting of the Company and being eligible, have conveyed their willingness to accept re-appointment and confirmed their eligibility under Section 224(1-B) of the Companies Act, 1956.

Your directors recommend their re-appointment as Statutory Auditors of the Company.

Auditors' Report

The observations of the Statutory Auditors in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Audit Committee

The Audit Committee of the Board comprises of the following Director as Members:

Name of the Member Category Present Position

Mr. Puneet Mohlay Non Executive/ Independent Chairman

Mr. Rajesh Kumar Gupta Non Executive/ Independent Member

Mr. Avinash Kumar Agarwal Executive/Professional Member

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts for the Financial year ended 31st March, 2011 on a 'going concern' basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange. The listing fee for the financial year 2011-12 has already been paid to the Bombay Stock Exchange.

Acknowledgment

Your Directors wish to convey their appreciation to all the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in its Management.

For and on Behalf of

the Board For Urja Global Limited

Sd/-

Date: 07.07.2011 Puneet Mohlay

Place: Delhi Chairman


Mar 31, 2010

The Directors have great pleasure in presenting the 18th Annual Report with the Audited statements of accounts along with the comments of the Auditors of the company for the financial year ended 31st March 2010.

Operational and Financial Highlights

The financial performance of the Company for the year ended March 31,2010 is summarized below:

(Amount in 000)

Particulars Financial Year ended March 31, 2010 March 31, 2009

Total Income 496,667.88 5,162.17

Total Expenditure 491,928.01 4,729.38

Profit Loss) before tax 4,739.87 432.79

Prior Period expenses - -

Provision for Tax & FBT 760.93 158.15

Deferred Tax Liability 6.89 -

Profit/(Loss) after tax 3,972.05 274.64

Transfer to Reserve 27,954.30 -

Paid-up Share Capital 416,556.00 32,013.00

Operations

Your Company is continuously looking for opportunities in the related business areas such as coal mining, trading of solar products, power distribution, etc. in its endeavor to become "an integrated power major". Your Company is firmly on its course to add manufacturing capacity through strategic alliances.

During the year under review the turnover was Rs. 496.67 million against Rs. 5.16 million in the previous year. During the year, the Company has scaled new heights and set several new benchmarks in terms of sales, market capitalization and profits.

The net profit for the year ended March 31,2010 was Rs. 3.98 million. To de-risk the business model, Your Company is diversifying into the high growth photovoltaic industry and identifying new sites for setting up of power projects.

Increase in Share Capital

To augment long term resources of the Company for meeting fund requirements of the existing and new businesses and for general corporate purposes including investments, the Company has, in accordance with the statutory provisions including Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, made a preferential allotment of 1,00,00,000 equity shares of 10/- each at par on 30th January, 2010 to promoters and various strategic investors on conversion of first tranche of convertible warrants series -I issued on 11th July, 2009.

The second tranche of conversion of convertible warrants series -I was made on 27th February, 2010 by issuance of 5,00,000 equity shares of Rs. 10/- each at par.

Further, the Company had made a preferential allotment of 2,79,54,300 equity shares of Rs. 10/- each at a premium of Re. 1 per share to promoters and various strategic investors on conversion of Convertible Warrants Series -II on 27th February 2010.

In terms of the approval of shareholders, the Board of Directors of the Company in their meeting held on 27th February, 2010 approved the allotment of 2,79,54,300 convertible warrants to Promoters and various Strategic Investors on prefer- ential basis with an entitlement to convert/ exchange with the equal number of Equity Shares of the Company within a period of 18 months from the date of issue of such convertible warrants in one or more tranches. To accommodate the issue of these additional shares, the authorized capital of the Company was increased from Rs.40,00,00,000 (Rupees Forty Crores only) to Rs.1,00,00,00,000 (One Hundred Crores Only) consisting of 10 Crore equity shares of Rs. 10/-each.

Dividend

The Company earned a Profit after Tax of Rs. 3.98 million during the year. In view of ongoing diversification plans, the Company would be in need of financial resources. Hence the Board of Directors has decided to conserve the internal resources in order to use the same for the diversification project. Accordingly, the directors do not recommend any dividend for the year ended March 31,2010. The Directors submit that this will increase shareholders value in long term.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

The Company has been entering into various projects in the areas of power generation and trading of solar products businesses. While benefits from such projects will accrue in the future years, their progress is periodically monitored.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance. Over and above the statutory requirements, your Company has implemented several best corporate governance practices as prevalent globally.

As per clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of the Company conforming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

Public Deposits

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

b. Technology Absorption: The Company contemplates to take advantage of the latest developments and advancements in the Industry. However during the year under review no technology/ know how was pur- chased by the Company.

c. Export Activities: There was no export activity in the Company during the year under review. It would take certain time to establish the new line of business undertaken by the Company.

d. Foreign Exchange Earnings and Outgo: During the year under review, the following foreign currency transactions are recorded at rates of exchange prevailing on the dates of the respective transaction.

(Amount in 000)

Particulars Year Ended March 31,2010

Foreign Currency Earnings NIL

Foreign Currency Expenditure 2,308.12

Particulars of Employees

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

During the year, Mr. Avinash Kumar Agarwal was appointed as Additional Director with effect from 16th January, 2010. He was also appointed as Managing Director of the Company for a period of two years in place of Mr. Akash Kumar.

Dr. Srikanta Kumar Panigrahi was appointed as additional director w.e.f. 27th February, 2010.

Owing to the resignation of Mr. Avinash Kumar Agarwal from the position of Managing Directorship, Mr. Piyush Prasad was appointed as additional director with effect from 1st April, 2010.

The Remuneration Committee and the Board of Directors of the Company have subject to the approval of the members of the Company, accorded their approval for appointment of Mr. Piyush Prasad and Mr. Avinash Kumar Agarwal as Managing Director and Whole Time Director designated as Executive Director (Finance) respectively for a period of one year w.e.f. 1st April, 2010. The Shareholders of the Company have in their Extra-Ordinary General Meeting held on 27th April, 2010, approved the appointment of Mr. Piyush Prasad and Mr. Avinash Kumar Agarwal as Managing Director and Executive Director (Finance) respectively.

Further Mr. Piyush Prasad has resigned as Director cum Managing Director of the company w.e.f. 15 May 2010

In accordance to the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh Kumar Gupta, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-election.

Mr. Akash Kumar, Director retires by rotation. The Company proposes not to appoint any director in place of Mr. Akash Kumar.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership / chairmanship of Board committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Auditors

P V R N & Co., Chartered Accountants, were appointed on 27th April, 2010, by means of Ordinary Resolution passed at Extra Ordinary General Meeting, as Auditors of the Company in the casual vacancy caused by the resignation of S Suresh & Co., to hold office up to the conclusion of the ensuing Annual General Meeting.

Accordingly, the Balance Sheet of the Company as on 31st March, 2010 and the Profit & Loss Account for the Year Ended on that date have been audited by P V R N & Co., Chartered Accountants.

The Auditors retire at the conclusion of the Annual General Meeting, and being eligible for re-appointment, have conveyed their willingness to accept re-appointment and confirmed their eligibility under Section 224(1-B) of the Companies Act, 1956.

Auditors Report

The Comments made by the Statutory Auditors in the Auditors Report are self-explanatory and therefore do not call for any further comments.

Audit Committee

The Audit Committee of the Board comprises of the following Director as Members:

Name of the Member Category Present Position

Mr. Puneet Mohlay Non Executive/ Independent Chairman

Mr. Rajesh Kumar Gupta Non Executive/ Independent Member

Mr. Avinash Kumar Agarwal Executive/Professional Member

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts for the Financial year ended 31st March, 2010 on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange. The listing fee for the financial year 2010-11 has already been paid to the Bombay Stock Exchange.

Acknowledgment

Your Directors look to the future with confidence. Your Directors place on record their appreciation for the overwhelming cooperation and assistance received from customers, business associates, bankers, as well as regulatory and government authorities. Your Directors also thank the employees at all levels, who, through their dedication, cooperation, support and smart work, have enabled the Company to achieve rapid growth.

The Board also wishes to place on record its gratitude to the valued Members and Investors for their continued support and confidence reposed in the Company.

For and on Behalf of the Board For Urja Global Ltd

Sd/- Date: May 15, 2010 Puneet Mohlay

Place: Delhi Chairman


Mar 31, 2009

The Directors of Commitment Capital Services Ltd. have great pleasure in presenting the 17th Annual Report with the Audited statements of accounts along with the comments of the Auditors of the company for the financial year ended 31st March 2009.

OPERATIONAL AND FINANCIAL HIGHLIGHTS

The financial results of the Company for the year ended 31st March, 2009 are as follows:

(Amount in Rs.)

Particulars Financial Year ended Financial Year ended 31st March, 2009 31st March, 2008

Total Income 51,62,167 3,98,439

Total Expenditure 47,29,380 12,61,631

Profit/(Loss) before tax 4,32,786 (8,63,192)

Prior Period expenses -- 26,792

Provision for Tax 1,33,780 --

FBTpaid 24,366 11,305

Profit/(Loss) after tax 2,74,640 (9,01,289)

Transfer to Reserve -- --

Paid-up Share Capital 3,20,13,000 3,20,13,000

PERFORMANCE REVIEW

As you are aware that after the takeover of the Company by the present management, the Company has discontinued the business of a non banking financial company and accordingly the Company has surrendered its NBFC registration certificate issued by the Reserve Bank of India.

Your Board has in the previous years, explored various business opportunities and decided to venture into power & energy sector. During the year the Company started its operations in coal & limestone (mining & trading), solar energy and other related activities.

During the year under review the companys turnover was Rs 51.62 lacs and has posted a profit after tax of Rs. 2.74 lacs. For the same period during the previous financial year ended on 31st March, 2008 the Companys turnover was Rs 3.98 lacs with a loss of Rs 9.01 lacs. The Company has started earning profits from the first year of its new line of business and your directors are putting their best effort for increase the top-line and bottom-line of Company in next years.

DIVIDEND

The company earned a Profit after Tax of Rs. 2.74 lacs during the year. Taking into the need to strengthen the fundamentals of the company, the management has decided that it would be prudent to plough back the profits of the company and accordingly, your Board does not propose and declare any dividend.

DEVELOPMENT AFTER THE DATE OF BALANCE SHEET HAVING MATERIAL FINANCIAL IMPLICATION

After the close of the financial year your Company have issued 1,05,00,000 convertible warrants on preferential basis to promoters and various strategic investors with an entitlement to convert/ exchange with the equal number of Equity Shares of the Company within a period of 18 months from the date of issue of such convertible warrants in one or more trenches pursuant to the approval of the members under Section 81(1 A) of the Companies Act, 1956 in their meeting held on 22nd June, 2009.

Save as above mentioned, no other material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2009 and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

CORPORATE GOVERNANCE

The company is committed to adopting the best practices in corporate governance which is guided by the principles of conducting the business in a responsible, transparent and ethical manner so as to protect the interest of all stakeholders. As per clause 49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of the Company conforming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

b. Technology Absorption: The Company contemplates to take advantage of the latest developments and advancements in the Industry. However during the year under review no technology/ know how was purchased by the Company. The Company has also not incurred any R&D expenditure during the year.

c. Export Activities: There was no export activity in the Company during the year under review. It would take certain time to establish the new line of business undertaken by the Company. At present, the export activities in the new line of business could not be determined and would depend on the growth of the business.

d. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. and hence no particulars are required to be disclosed in this Report.

DIRECTORS

After the date of last Annual Report, Mr. M.K. Agarwal and Mr. Surender Kumar Gupta, has resigned as directors of the Company w.e.f. 24th September, 2008. Mr. PVV Satyanarayana and Mr. Ramesh Koritala have also resigned from the directorship w.e.f 14th May, 2009. The Board places on record, their grateful appreciation of the valuable services rendered by them during their tenure as Directors.

Mr Harijanto Soepangkat Widjaja was appointed as additional director w.e.f. 31 st October, 2008. Mr. Aditya Venketesh and Mr. Rajesh Kumar Gupta were also appointed as additional directors, in terms of Section 260 of the Companies Act, 1956 w.e.f. 25th May, 2009. They hold office up to the date of the ensuing Annual General Meeting. The Company has received notices in writing from members under Section 257 of the Companies Act, 1956 proposing their candidatures for the office of Director in the ensuing AGM.

Their appointment as ordinary Directors of the Company is placed before the Members for consideration. The Board recommends the resolutions for adoption by the members.

Your Board also proposes to appoint Mr. Aditya Venketesh as a whole time director of the Company in the ensuing Annual General Meeting.

Mr. Puneet Mohlay, Director will retire by rotation at the ensuing Annual General Meeting and being eligible he offers himself for re-election.

Brief resumes of the directors proposed to be appointed/ re-appointed in the ensuing Annual General Meeting, the nature of their expertise in specific functional areas, names of companies in which they hold directorships and the memberships/ chairmanship of committees of the board, their shareholdings, etc. as stipulated under clause 49 of the listing agreement with the stock exchanges in India are provided in the report on corporate governance forming part of the annual report.

AUDITORS

M/s S Suresh & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1 B) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

AUDITORS REPORT

The Comments made by the Statutory Auditors in the Auditors Report are self-explanatory and do not require any further clarification.

AUDIT COMMITTEE

The Audit Committee of the Board comprises of the following Director as Members:

Name of the Member Category Present Position

Mr. Puneet Mohlay Non Executive/ Independent Chairman

Mr. Akash Kumar Executive Member

Mr. Rajesh Kumar Gupta Non Executive/ Independent Member

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2009 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts for the Financial year ended 31st March, 2009 on a going concern basis.

STOCK EXCHANGE LISTING

The shares of the Company are listed on the Bombay Stock Exchange. The listing fee for the financial year 2009- 10 has already been paid to the Bombay Stock Exchange.

ACKNOWLEDGMENT

The Board records its appreciation for the continued support and co-operation received from all its associates - the shareholders, customers, suppliers, banks and Government Departments. The Directors also place their special appreciation to all the employees.

For and on Behalf of the Board For Commitment Capital Services Limited

Sd/- Sd/-

Date : 18th August, 2009 Akash Kumar Puneet Mohlay

Place : Delhi Managing Director Director

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