Mar 31, 2018
Dear Members,
The Board of Directors are pleased to present 26th Annual Report of the Company (âthe Companyâ or âUrja), along with the Audited Financial Statements for the financial year ended on March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to whenever required.
The Company adopted Indian Accounting Standards (âInd ASâ) from April 1, 2017 and accordingly financial results have been prepared in accordance with the recognition and measurement principles laid down in the Ind AS 34 âInterim Financial reportingâ prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.
1. Financial Highlights
The financial performance during the Financial Year 2017-18 are summarized below:
(In Rs.)
Particulars |
Standalone |
Consolidated |
||
FY18 |
FY17 |
FY18 |
FY17 |
|
Total Revenue |
1,279,799,367 |
1,181,490,180 |
1,349,641,074 |
1,294,780,527 |
Less: Total Expenditure |
1,263,378,923 |
1,166,801,146 |
1,338,887,924 |
1,263300228 |
Profit before depreciation, |
16,420,444 |
14,689,034 |
1,07,53,150 |
3,14,80,300 |
finance Costs & tax Less: Depreciation & |
245,211 |
234,578 |
5,521,987 |
6,264,008 |
amortization expenses Less: Finance Costs |
375,347 |
543,797 |
8,137,054 |
9,600,771 |
Profit/(Loss) before tax |
17,041,002 |
15,467,410 |
(2,905,891) |
15,615,521 |
Less: Provision for Tax |
5,676,262 |
5,185,950 |
5,690,962 |
5,207,070 |
Less: Deferred Tax Liability |
(3,327) |
(33,940) |
57,582 |
50,417 |
Profit for the year (before adjustment of Minority of interest/ Associates) |
11,368,067 |
10,315,400 |
(8,654,435) |
10,358,034 |
Pre-acquisition profit |
- |
- |
- |
- |
Minority of interest |
- |
- |
5,752 |
(4,550) |
Profit for the year (after adjustment of Minority of interest/ Associates) |
11,368,067 |
10,315,400 |
(8,660,187) |
10,362,583 |
2. State of the Companyâs affairs/Review of Operations
During the financial year 2017-18, total revenue on standalone basis increased to Rs. 127.97 Crores against Rs. 118.15 Crores in the previous year- a growth of 8.3%. The Profit after tax (PAT) for the current year is Rs. 1.14 Crores against Rs. 1.03 Crores in the previous year- a growth of 10.67%.
On a consolidated basis, the group achieved revenue of Rs. 134.96 Crores against Rs. 129.48 Crores during the previous year, a growth of 4.23%. However, the group registered a loss of Rs. 86.60 Lacs against previous year profit of Rs.1.03 Crores.
Company is taking effective steps to improve the performance of the Company through growth in revenue, managing cost, strategic marketing, increasing brand awareness and brand equity through advertisement campaign etc.
3. Share Capital
During the year under review, Company has reclassified its Authorised Share Capital from the existing share capital of Rs. 100,00,00,000 (Rupees One Hundred Crores) comprising of 100,00,00,000 (One Hundred Crores) Equity Shares of Rs. 1/- (Rupees One) each to Rs. 100,00,00,000 (Rupees One Hundred Crore) comprising 90,00,00,000 (Ninety Crores) Equity Shares of Rs. 1/- (Rupees One) each and 10,00,00,000 (Ten Crores) Preference Shares of Rs. 1/- (Rupees One) each.
4. Dividend
Due to future laid down plans, profits have been deployed back to the Reserve & Surplus, and the Directors have not recommended any dividend for the period ended March 31, 2018.
5. Reserves
The Directors do not propose to transfer any amount to the Reserves and retained the Profits of the Company amounting to Rs. 1.13/- Crores for various expansion purposes.
6. 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 Act, read with the Companies (Acceptance of Deposits) Rules, 2014.
7. Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
8. Subsidiaries/ Joint Ventures/Associates
Urja Batteries Limited, a wholly owned subsidiary of the Company and a leading manufacturer of lead acid batteries for Industrial, Solar and Standby Power Solutions.
Sahu Minerals & Properties Limited, a subsidiary company of the Company which is engaged in the business of development of the land available with the Company for residential buildings and commercial office complexes.
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.
9. Audited Financial Statements of the Company Subsidiaries
The Board of Directors of your Company at its meeting held on May 26, 2018, approved the Audited Consolidated Financial Statements for the FY 2017-18 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2017-18, have been prepared incompliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement (âListing Regulationsâ).
A report on the performance and financial position of each of subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Act in Form AOC-1 forms part of this report.
10. Corporate Governance
The Company has complied with the corporate governance requirements under the Act, and as stipulated under Listing Regulations. A separate section on Corporate Governance along with a certificate from the auditors confirming compliance is annexed and forms part of this Annual Report.
11. Board Diversity
Your Company has laid down well-defined criteria for the selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management. There been no change in the policy since last year.
12. Declaration by Independent Directors
The Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of Listing Regulations.
13. Board Meetings
During the year Five (5) Board Meetings were convened and held on May 25, 2017, August 11, 2017, November 14, 2017, December 20, 2017 and February 14, 2018. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the prescribed time limit under the Act.
14. Vigil Mechanism
The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at the below link: http://www.urjaglobal.in/webImage/1530103516 795 Whistle%20Blower%20Policy.pdf
15. Directorâs and Key Managerial Personnel Executive Director
Mrs. Honey Gupta, pursuant to her resignation ceased to be the Managing Director of your Company on December 20, 2017. The Board of Directors has placed on record her deep appreciation for the valuable services and guidance rendered by Mrs. Honey Gupta during her tenure as Managing Director of the Company.
The term of Mr. Yogesh Kumar Goyal as Whole-time Director was upto May 31, 2018. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has re-appointed Mr. Yogesh Kumar Goyal as Whole-time Director of the Company for a further period of one year from June 01, 2018 to May 31, 2019, subject to approval of shareholders.
The term of Mr. Aditya Venketesh as Whole-time Director was upto May 31, 2018. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has re-appointed Mr. Aditya Venketesh as Whole-time Director of the Company for a further period of one year from June 01, 2018 to May 31, 2019, subject to approval of shareholders.
Non-Executive Director
Ms. Mita Sinha was appointed as an Additional Director (Independent) of the Company effective February 14, 2018 for a period of 5 years, subject to approval of the Shareholders.
Directorâs retiring by Rotation
Mr. Aditya Venketesh (DIN:02642755), will be retiring by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.
The Board recommends the re-appointment of aforesaid Director to the Members of the Company at the ensuing Annual General Meeting.
Key Managerial Personnel
In terms of Section 203 of the Act, Mr. Bharat Pranjivandas Merchant has been appointed by the Board of Directors as Chief Executive Officer (CEO) and Mr. Avinash Kumar Agarwal as Chief Financial Officer (CFO) of the Company w.e.f. November 14, 2017. Ms. Kirti Gupta was appointed as Company Secretary of the Company effective June 20, 2018 in place of Mr. Sumit Bansal, who resigned as Company Secretary of the Company on the even date.
16. Performance Evaluation
Pursuant to the provisions of Section 134(3)(p) of the Act and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, and individual directors as well as the evaluation of the working of its Board Committees. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
17. Nomination &Remuneration Policy
The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Nomination & Remuneration Policy is explained in the Corporate Governance Report and also posted on the website of the Company: www.urjaglobal.in
18. Extract of Annual Return
The Annual Return in Form MGT-9 as required to be prepared in terms of Section 92(3) of the Act is being uploaded on the website of the Company and can be accessed through the link http://urjaglobal.in/webImage/1535803664 83 MGT-9 Uria%20Global%20Ltd-2017-18.pdf
19. Particulars of Employees
The information required under Section 197 (12) of the Act read with Rule 5(1) & 5 (2) 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 Directorsâ Report for the year ended March 31, 2018 is annexed as âAnnexure Aâ to this Report.
20. Related Party Transactions
All related party transactions that were entered into during the FY 2017-18 were on an armâs length basis and were in the ordinary course of business. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Hence, Form AOC-2 is not required to given. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website of the Company at the below link: http://www.urjaglobal.in/webImage/1531913548 8371 Related%20Party%20Policy.pdf
21. Auditors Statutory Auditors
M/s ASHM & Associates, Chartered Accountants (Registration No. 005790C), Statutory Auditors of the Company shall hold the office till the conclusion of the ensuing Annual General Meeting of the Company. Accordingly, the Audit Committee and the Board of Directors of the Company in their meeting held on August 11, 2018 recommended appointment of M/s ASHM & Associates, Chartered Accountants to hold office for the remaining period of 4 (Four) years from the conclusion of the ensuing Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company.
The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) from M/s ASHM & Associates, Chartered Accountants.
Auditorsâ Report
The Report of Auditors of the Company M/s ASHM & Associates, Chartered Accountants on the Annual Accounts of the Company Standalone and Consolidated with Subsidiary Companies forms part of this report. There were no adverse remarks or qualification on accounts of the Company from the Statutory Auditors.
The notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and need no further comments.
Internal Auditor
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company M/s NVA and Company, Chartered Accountants.
There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.
The Board of Directors of the Company has appointed M/s NVA and Company, Chartered Accountants, to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Act for the FY 2018-2019.
Secretarial Auditors
Pursuant to the provisions of Section 204 of 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 2017-18.
The Secretarial Audit Report is annexed herewith as âAnnexure Bâ.
There were no adverse remarks or qualification on accounts of the Company from the Secretarial Auditors.
Report on frauds u/s 143 (12) of the Act
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 Act.
22. Corporate Social Responsibility
Pursuant to Section 135 of the Act, the Company does not fulfill the criteria of net worth, turnover and profit for Corporate Social Responsibility (CSR), hence the same is not applicable to the Company.
23. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The information required 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 provided in âAnnexure Câ and forms an integral part of this report.
24. 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 details of the Risk Management Policy is explained in the Corporate Governance Report and also posted on the website of the Company at the below link:http://www.uriaglobal.in/webImage/1530359449 5856 Risk%20Management%20Policy.pdf Internal control system & their adequacy
The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguard 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. M/s NVA & Co, Chartered Accountants, Internal Auditors of the Company, submit their report periodically which is placed before the Board and reviewed by the Audit Committee.
25. Directorsâ Responsibility Statement
Pursuant to Section 134(5) of the Act, the Directors state that:
a) In the preparation of the annual accounts for the financial year 2017-2018, 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 judgements 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, 2018 and of the profit and loss of the Company for the year ended March 31, 2018;
c) Proper and sufficient care has 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;
d) The annual accounts for the financial year ended March 31, 2018 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.
26. Policy on Sexual Harassment of Women at Workplace
The Company has zero tolerance towards sexual harassment at the workplace. During the year under review Company has not received complaints of sexual harassment from any employee of the company.The policy on prevention of sexual harassment at the workplace as approved by the Board is uploaded on the Companyâs website of the Company at the below link: http://urjaglobal.in/webImage/1534410460 752 anti-sexual%20harassment%20policy.pdf
27. Material changes and commitments after the end of financial year
There are no material changes and commitments noticed by the Board between the end of financial year of the Company i.e. 31st March, 2018 and the date of this report.
28. Significant and material orders passed by regulators or courts
To the best of management knowledge, no significant and material orders were passed by regulators or courts or tribunals which could impact the going concern status and companyâs operation in future.
29. Management Discussion and Analysis
The detailed Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of the Annual Report.
30. Secretarial standards
The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company is in compliance with the revised secretarial standards.
31. Appreciations and Acknowledgement
Your Directors would place on record their sincere appreciation to customers, business associates, government agencies & shareholders for their continued support.
Your directors are also happy to place on record their sincere appreciation to the co-operation, commitments & contribution extended by all the employees of the Urja Family & look forward to enjoying their continued support & co- operation.
On behalf of the Board of Directors
New Delhi Aditya Venketesh Yogesh Kumar Goyal
11thAugust, 2018 Whole Time Director Whole Time Director
DIN:02642755 DIN:01644763
Mar 31, 2016
Boardsâ 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 000âs)
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 COMPANYâS 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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