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Urja Global Ltd.

BSE: 526987 Sector: Others
NSE: URJA ISIN Code: INE550C01020
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VOLUME 403928
52-Week high 1.76
52-Week low 0.67
P/E 54.00
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.12
CLOSE 1.10
VOLUME 403928
52-Week high 1.76
52-Week low 0.67
P/E 54.00
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Urja Global Ltd. (URJA) - Director Report

Company director report

Your Directors are delighted to present the23rd Annual Report on thebusiness and performance of your company together with the Audited Statement of Accountsand Auditor's for the Financial Year ended March 312015.

SUMMARY OFTHEFINANCIALRESULTS

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

Particulars

Standalone

Consolidated

FY 15 FY 14 FY 15 FY 14
Total Income 1167636.37 1143792.14 1209673.60 1144032.14
Total expenditure 1164821.50 1131337.25 1224603.06 1131974.87
Profit before depreciation finance Costs & tax 4642.11 13398.95 6741.55 13001.97
Depreciation 144.33 79.96 9872.51 79.96
Finance Costs 1682.91 864.10 11798.50 864.74
Profit/(Loss) before tax 2814.87 12454.89 (14929.46) 12057.27
Provision for Tax 946.43 4047.36 953.40 4047.36
Deferred Tax Liability (9.02) 8.44 (735.27) 8.44
Net Profit/(Loss) for the Year 1877.46 8399.09 (13705.47) 8397.38
Balance brought forward from previous year 28024.92 19625.83 28023.21 19625.83
Balance carried over to balance Sheet 29902.38 28024.92 14317.74 28023.21

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS On the Standalone basisrevenue of your Company stood at Rs 1167636.37 thousand as against Rs1143792.14 Thousand during the previous year registering an increase of 2.04%.Earnings before Interest tax depreciation and amortization (EBITDA) were Rs 4642.11Thousand as against Rs 13398.95 Thousand lower by 188.63%. The Profitbefore tax (PBT) was Rs 2814.87 Thousand as against Rs 12454.89 Thousand inthe previous year registering a decline of 342.5%. Profit after tax (PAT) for theyear was Rs 1877.46 Thousand as against Rs 8399.09 Thousand in the previousyear registering a decline of 347.5%.

On Consolidated basis revenue from operations for the financial year 2014-15 atRs 1 209673.60 Thousand as against Rs 1144032.14 Thousand during theprevious year registering an increase 5.42%. EBITDA was Rs 6741.55 Thousandas against Rs 13001.97 lower by 92.85%. The LBT was Rs 14929.12 Thousandas against Rs 12057.27 Thousand profit in the previous year.

The LAT for the year was Rs 13705.47 Thousand as against Rs 8397.38 Thousandprofit in previous year.

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

DIVIDEND

During the year your Company had various expansion plan required fund for thatconsidering 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 yearunder review were four (4) duly held on the May 28 2014 August 13 2014 November 112014 and January 31 2015.

The necessary quorum was present for all the meetings. The intervening period betweentwo Board Meetings was well within the maximum time gap of 120 days as prescribed underCode 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 AccumulatorsLimited) was acquired during the financial year 2014-2015.

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

RESERVES

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

(Figures in Rs 000 s)

Particulars FY 15 FY 14
Surplus in Statement of Profit and Loss 29902.38 28024.92

CREDIT RATING

The Company's performance capability and financial strength is reflected in the CreditRating ascribed by Care Rating Agency. Your Company has been conferred with prestigiousSolar Energy Grade "SP 3B" which indicates Moderate PerformanceCapability and High Financial Strength. This rating is an indicator that our overallFinancial 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 Coaland battery manufacturing. This segmentation forms the basis for review of operationalperformance bythe management.

INDUSTRY STRUCTURE AND DEVELOPMENT

Solar:- India is a country that has tremendous solar energy potential. As thenation is facing an increasing demand - supply gap in energy it is important to tap thesolar potential to meet the energy needs. India is in a state of perennial energy shortagewith a demand-supply gap of almost 12% of the total energy demand. This trend issignificant in the electricity segment that is heavily dependent on coal and othernon-renewable sources of energy. Renewable energy (RE) sources contribute only 7.7% of thetotal installed power capacity of 167077 MW in India. Among the RE sources wind power isthe 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 Indiais immense due to its convenient location near the Equator. India receives nearly 3000hours of sunshine every year which is equivalent to 5000 trillion kWh of energy. Thiscoupled with the availability of barren land increases the feasibility of solar energysystems in these regions. Considering India's solar potential the government has rolledout various policies and subsidy schemes to encourage growth of the Solar Industry whichis expected to experience exponential growth in the coming years. There are threegovernment bodies established to promote solar energy in India. The first is the Ministryof New and Renewable Energy (MN RE) which is the nodal unit for all matters relating toRE. The second India Renewable Energy Development Agency (I REDA) is a public limitedcompany established in 1987 to promote develop and extend financial assistance for RE andenergy efficiency/conservation projects. Finally Solar Energy Centre (SEC) is a dedicatedunit of the MNRE and the Government for the development of solar energy technologies andpromotion of its applications through product development. Besides this government hasalso 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 hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will on a quarterlybasis 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 monitoringprocedures to insure that all assets are safeguarded against loss from safeguardedagainst loss from unauthorized use or disposition. Company policies guidelines andprocedures provide for adequate checks and balances and are meant to ensure that alltransactions are authorized recorded and reported correctly.

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

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

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Board has been disclosed in the corporate governance report whichforms 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 theCompany for a term as per Companies Act 2013 subject to the regularization in ensuingAnnual General Meeting. The Company has received declarations from all IndependentDirectors that they meet the criteria of independence as laid down under Sectionl49(6) ofthe Act and Clause 49 of the Listing Agreement. The Board at its Meeting held on November11 2014 had appointed Mr. Rajiv Gupta as Additional Director subject to regularizationin ensuing Annual General Meeting Subject to the approval of the members the Board ofDirectors has re-appointed Mr. Yogesh Kumar Goyal and Mr. Aditya Venketesh as Whole TimeDirector for a further period of 1 year with effect from May 13 2015 and June 12015respectively.

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

The Board at its meeting Held on May 272015 appointed Mrs. Honey Gupta as ManagingDirector of the Company Subject to approval from shareholders in ensuing Annual GeneralMeeting. Necessary resolutions for the appointment of the aforesaid Managing Director hasbeen included in the Notice convening the ensuing AGM and details of the proposal forappointment are mentioned inthe Explanatory Statementtothe Notice.

Mrs. Honey Gupta Managing Director; Mr. Yogesh Kumar Goyal and Mr. AdityaVenketesh Whole Time Director; Ms. Anubha Tiwari Chief Financial Officer andMr. Manoranjan Kumar Company Secretary a re the KM Psofthe Company as per theprovisions of the Act.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUALDIRECTORS

In pursuance to the provisions of the Companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of committees. Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structure boardmeetings and effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the compliance with the terms ofreference of the committees composition of committees functions and duties committeemeetings & procedures etc.

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

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors.

PERSONNEL

The Industrial Relations Scenario continues to be cordial. The Company regards itsemployees as a great asset and accord high priority totrainingand development ofemployees.

The information's required pursuant to section 197 of the Companies Act 2013("theAct") read with Rule 5of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company will be provided uponrequest. In terms of section 136 of the act the report and accounts are being sent to themembers and others entitled thereto excluding the information on employees' particularswhich are available for inspection by the members at the Registered Office of the Companyup to the date of ensuing AGM. If any members are interested in obtaining a copy thereofsuch 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 onarm's length and were in the ordinary course of business. All Related Party Transactionswere placed before the Audit Committee of the Board of Directors for their approval. TheAudit Committee has granted omnibus approval for Related Party Transactions as per theprovisions and restrictions contained in the Listing Agreement.

The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions. The policy is available on the Company'swebsite www.urjaglobal.in.

The Company in the ordinary course of its business enters into transactions relatingto purchase transfer or receipt of products goods materials services otherobligations 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 theListing 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 mayexceed 10 per cent of the annual turnover of the Company based on future businessprojections. Thus in terms of Clause 49(VII) (E) of the Listing Agreement thesetransactions 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 anyunclaimed or overdue deposits as on March 312015.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

As on March 31 2015 there were no outstanding loans or guarantees covered under theprovisions of Section 186 of the Act. The Company has certain unquoted investments incooperative housing societies for premises owned by the Company. The details of changes inthe Loans Guarantees and Investments covered under the provisions of Section 186 of theAct 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 Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. The details of various familiarization programmesprovided 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 annexedhere with as "AnnexureC".

STATUTORY AUDITORS

M/s PVR-N & Co. Chartered Accountants (Registration No.004062N) the StatutoryAuditors hold office till the conclusion of the ensuing Annual General Meeting of theCompany. It is proposed to re-appoint M/s PVR-N & Co. from the conclusion of theforthcoming 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 theirre-appointment if made would be within the prescribed limit under Section 141 ofCompanies Act 2013. In this connection the attention of the Members is invited to ItemNo. 3 of the Notice.

AUDITORS'REPORT

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

The Consolidated Financial Statements of your Company have been prepared in accordancewith Accounting Standards issued by the Council of The Institute of Chartered Accountantsof India.

SECRETARIAL AUDIT

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

The Secretarial Audit Report is annexed herewith as "Annexure A". TheSecretarial Audit Report does not contain any qualification reservation oradverse remark.

CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

VIGIL MECHANISM

The Company has established a vigil mechanism that enables the Directors and Employeesto report genuine Concerns. The Vigil Mechanism Provides for (a) adequate safeguardsagainst victimization of persons who use the vigil Mechanism and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. Details of vigil Mechanism Policy are made available on theCompany'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 havebeen followed along with proper explanation relatingto material departures if any;

b) Appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2015 and of the profitand loss of the Company fortheyearended March 312015;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 internalfinancial controls are adequate and were operating effectively;

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

CORPORATE GOVERNANCE

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

Parameters of Statutory compliances evidencing the standards expected from a listedentity have been duly observed and a Report on Corporate Governance as well as theCertificate from Statutory Auditors confirming compliance with the requirements of clause49 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 everyemployee of the Company for building Urja what it is today. The Board also places onrecord their appreciation of the support of all stakeholders' particularly shareholderscustomers suppliers Channel partners and business partners and others associated withthe company as its trading partners.

The Directors also take this opportunity to thank all Investors Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport in the years to come.

CAUTIONARY NOTE

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

On behalf of the Board of Directors
New Delhi 13th July 2015 PuneetMohlay
Chairman

ANNEXURE "A" TO THE BOARD'S REPORT

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

(Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)

To

The Members

URJA GLOBAL LIMITED

487/63 1st Floor National Market Peeragarhi New Delhi-110 087.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by URJA GLOBAL LIMITED(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluatingthe corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained bythe Companyand also the information providedbythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod covering financial year ended on March 31 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the mannerandsubjecttothe reporting madehereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings; (Not applicable)

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not Applicable as the Company has notissued any Stock options)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008. The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) (Amendment) Regulations 2012 and Listing Agreement for Debt Securities; (NotApplicable as the Company has not issued any debt securities)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and (Not applicable)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable as the Company has not bought back any security)

(iv) OTHER APPLICABLE ACTS

I have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by The Institute of Company Secretaries of India.

(Not applicable for the period under review)

2. The Listing Agreements entered into by the Company with the Bombay Stock Exchange(BSE).

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notices are given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance (the compliance ofsending agenda at least seven days advance was not applicable during the year underreview) and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes (during the year under review there was no instancerecorded in the minutes where any director has dissented to any particular resolution).

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

SANJAYCHUGH

COMPANY SECRETARY

FCSNo:3754

CP. NO. 3073

Place: New Delhi

Date: 27/05/2015

Note: This report is to be read with our letter of even date which is annexed as 'ANNEXUREA' and forms an integral part of this report.

To

The Members

URJA GLOBAL LIMITED

487/631st Floor National Market

Peeragarhi NewDelhi-110087.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basisforouropinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affai rs of the Com pa ny.

SANJAYCHUGH

COMPANY SECRETARY

FCSNo:3754

CP. NO. 3073

Place: New Delhi

Date: 27/05/2015

ANNEXURE "B" TO THE BOARDS' REPORT

Conservation of energy technology absorption and foreign exchange earnings/outgo

Particulars required bythe Section 134(3)(m) of the Companies Act 2013 ("theAct") read with rule 8(3) of the Companies (Accounts) Rules 2014 and forming part ofthe Directors' Report forthe year ended March 312015.

A. Conservation of Energy

I The steps taken or impact on conservation of energy: Your Company considers itimportant to manage continuously rising demand by creating an environment for efficientuse of power. The Company has developed programmes for different types of consumers.

ii. The steps taken by the Company for utilising alternate sources of energy: TheCompany (including its subsidiaries) has installed approx. 250 MW terms through clean andgreen sources (Solar). Initiatives are being taken to set Hydro Power Projects.

iii. The capital investment on energy conservation equipment:

• Installation of Solar water heater in Hospitals.

• Installation of Solar panels in Sulabh India

Disclosure of particulars with respect to Conservation of Energy (Figures in Rs 000's)

Particulars 2014-2015 2013-2014
Power & Fuel Consumption Not applicable Not applicable
Consumption - per unit of production Not applicable Not applicable

B. TECHNOLOGY ABSORPTION

Disclosure of particulars with respect to Technology Absorption

1. Efforts in brief made towards technology absorption adaptation and innovation :

Urja Global limited continues to provide basic technology and technical know-how forintroduction of new products and formulation development. These are adapted wherevernecessary to local conditions.

2. Benefits derived as a result of the above efforts :

New product development productivity and quality improvements enhanced safety andenvironmental protection measures and conservation of energy.

3. Technology Imported:

Urja Global Limited has provided technical know-how and technology as and whenrequired relating to products quality marketing and so on. This on-goingprocessinvolves visits by employees of both companies to each other's office sites fordiscussions and training.

4. Expenditure on R&D: NIL

C. FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information in this regard is provided in Notes to Financial Statements.

ANNEXURE "C" TO THE BOARDS' REPORT

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2015

{Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies

(Management and Administration) Rules 2014}

1. REGISTRATION AND OTHER DETAILS :-

i) CIN L67120DL1992PLC048983
ii) Registration Date 29.05.1992
iii) Name of the Company M/s Urja Global Limited
iv) Category /Sub- Category of the Company Company Limited by shares
v) Address of the Registered Office and 487/631st Floor National Market
Contact Details Peeragarhi New Delhi -110 087
vi) Whether Listed Company (Yes/No) Yes
vii) Name Address and Contact details of Registrar and Transfer Agentif any M/s Alankit Assignments Limited Shree Nav Durga Bhawan
2E/21 Jhandewalan Extension
New Delhi- 110 055
Tel : 011-42541955

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

SI. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Urja Engaged in Design Consultancy integration supply installation commissioning & Maintenance of off-grid and grid connected Solar Power Plants. 43222 100

3. PARTICULARS OF HOLDING SUBSIDARY AND ASSOCIATE COMPANIES :-

SI. No. NAME AND ADDRESS OF THE COMPANY CIN/GIN HOLDING/ SUBSIDIARY/ ASSOCIATE %OF SHARES HELD APPLICABLE SECTION
1 Urja Batteries Limited

Address:487/631st Floor National Market Peeragarhi New Delhi-110 087

U31500DL2009PLC187973 Subsidiary 99.9% Section 2(87)
2 Sahu Minerals & Properties Limited

Address: Plot No; D-04Second Floor Lalpura House Shakti Singh Marg Jaipur-302 001

U14219RJ1970PLC001333 Subsidiary 78.4% Section 2(87)

4. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i.) Category wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the Year

No. of Shares held at the end of the Year

% Change during the Year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoter
(1) Indian
a) Individual/HUF - - - - - - - - -
b)Central Govt. - - - - - - - - -
c)State Govt. - - - - - - - - -
d)Bodies Corp. 17000212 NIL 17000212 33.52 17000212 NIL 17000212 33.52 No Change
e) Banks/FI
f)Any Other
Sub-total (A) (1) 17000212 NIL 17000212 33.52 17000212 NIL 17000212 33.52 No Change
(2) Foreign - - - - - - - - -
a) NRIs- Individuals - - - - - - - - -
b)Other-lndividuals - - - - - - - - -
c)Bodies Corp. - - - - - - - - -
d) Banks/FI - - - - - - - - -
e)Any Other - - - - - - - - -
Sub-Total - - - - - - - - -
(A) (2):
Total shareholding of Promoter
(A)=(A)(1)+(A) (2) 17000212 NIL 17000212 33.52 17000212 NIL 17000212 33.52 No Change
B. Public
Shareholding
1. Institutions
a) Mutual Funds - - - - - - - - -
b) Banks/FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s)

-

-

-

-

-

-

-

-

-

e) Venture Capital - - - - - - - - -
Funds
f) Insurance - - - - - - - - -
Companies - - - - - - - - -
g) Flls - - - - 240000 NIL 240000 0.47 NA
h) Foreign Venture - - - - - - - - -
Capital funds
i) other (specify)
Sub Total (B) (1)

-

-

-

-

240000

NIL

240000

0.47

NA

2.Non- Institutions
a) Bodies Corp. 14532104 25100 14557204 28.70 14393506 25100 14418606 28.43 Decrease by 0.27%
i) Indian
ii) Overseas
b) Individuals 2166730 75531 2242261 4.42 2654914 75031 2729945 5.38 Increase by 0.96%
1 Individual shareholders holding nominal share capital upto Rs. 1 lakh
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 16920515 NIL 16920515 33.36 16331226 NIL 16331226 32.20 Decrease by 1.16%
c) Others (Specify)

-

NRI (Repatriable)

390

NIL

390

0.001

593

NIL

593

0.001

-

NRI(Non- 18 NIL 18 0.000 18 NIL 18 0.000 No Change
Repatriable)
Sub-total (B)(2) 33619757 100631 33720388 66.48 33380257 100131 33480388 66.01 Decrease by 0.47 %
Total Public 33619757 100631 33720388 66.48 33620257 100131 33720388 66.48 -
Shareholding
(B)=(B)(1)+(B)(2)
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 50619969 100631 50720600 100.00 50620469 100131 50720600 100.00

ii.) Shareholding of Promoters

SI. No. Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No of Shares %of total Shares of the company % of Shares Pledged / encumbered to total shares No of Shares %of total Shares of the company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Nandanvan Commercial Private Limited

17000212

33.52%

NIL

17000212

33.52%

NIL

Total

17000212

33.52%

NIL

17000212

33.52%

NIL

No Change during the year

iii.) Change in Promoters Shareholding (Please Specify if there is no change)

SI. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 17000212 33.52% 17000212 33.52%
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reason for increase / decrease (e.g. allotment / transfer / bonus / sweat equality etc) No Change During the Year
At the End of the Year 17000212 33.52% 17000212 33.52%

iv) Shareholding pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRS)

SI. No.

SHAREHOLDING AT THE BEGINNING OF THE YEAR

CUMULATIVE SHAREHOLDING DURING THE YEAR

For Each of the Top 10 Shareholders At the Beginning of the Year No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Torrent Retailers Pvt. Ltd 579588 1.14 579588 1.14
2. Ishwar Vinimay Pvt. Ltd. 949069 1.87 949069 1.87
3. Banshi Commosale Pvt. Ltd. 765000 1.51 765000 1.51
4. Delta Merchanise Pvt. Ltd. 2250000 4.44 2250000 4.44
5. Shri Parsaran holding Pvt. Ltd.

547184

1.08

547184

1.08

6. Globe Fincap Limited

668602

1.32

668602

1.32

7. M.D.S. Infrastructure Pvt. Ltd 2294978 4.52 2294978 4.52
8. Natraj Capital & Credit Pvt. Ltd 1136500 2.24 1136500 2.24
9. Amrapal Aadya Trading & 825598 1.63 825598 1.63
investment Pvt. Ltd
10. Ashish Begwani 1150000 2.27 1150000 2.27
11. Gajanand Gupta 998905 1.97 998905 1.97
12. Jagdish Chander Malhotra 700000 1.38 700000 1.38
13. Prakash Chand Goyal 616971 1.22 616971 1.22
14. Sheetal Dugar 1250000 2.46 1250000 2.46
15. Vinod Dugar 1250000 2.46 1250000 2.46
16. Ashish Begwani HUF 1150000 2.27 1150000 2.27
For Each of the Top 10 Shareholders At the Beginning of the Year No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Delta Merchandise Pvt. Ltd. 1998400 3.94 1998400 3.94
2. Globe Fincap Limited 632500 1.25 632500 1.25
3. M.D.S Infrastructure Private Limited 2382978 4.70 2382978 4.70
4. Natraj Capital & Credit Pvt. Ltd. 1259975 2.48 1259975 2.48
5. Shri Parasram Holdings Pvt. Ltd. 571874 1.13 571874 1.13
6. Amrapali Aadya Trading & 745980 1.47 745980 1.47
Investment Pvt. Ltd.
7. Arindam Sekhar Garments marketing Private Limited 650000 1.28 650000 1.28
8. Ashish Begwani 1150000 2.27 1150000 2.27
9. Gajanand Gupta 1026905 2.02 1026905 2.02
10. Jagdish Chander Malhotra 700000 1.38 700000 1.38
11. Prakash Chand Goyal 616971 1.22 616971 1.22
12. Sheetal Dugar 1250000 2.46 1250000 2.46
13. Vinod Dugar 1250000 2.46 1250000 2.46
14. Ashish Begwani HUF 1150000 2.27 1150000 2.27
15. Nandkishor Chaturvedi 594000 1.17 594000 1.17

v.) Shareholding of Directors and Key Managerial Personnel

SI. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors and KMP No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 100000 0.0197 100000 0.0197
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc)

No Change During the Year

At the End of the Year 100000 0.0197 100000 0.0197

5. INDEBTEDNESS

Indebtedness of the Company including interest outstanding /accrued but not due forpayment

SECURED LOANS EXCLUDING DEPOSITS UNSECURED LOANS DEPOSIT TOTAL INDEBTED NESS
Indebtedness at the beginning of the Financial Year
(i) Principal Amount - 9500000 - 9500000
(ii) Interest due but not paid - 1937011 - 1937011
(iii) Interest accrued but not due - - - -
Total (i+ii+iii) 11437011 - 11437011
Change in Indebtedness during - -
the financial year
Addition 11000000 11000000
Reduction - -
Net Change
Indebtedness at the end of the financial year
i) Principal Amount - 20500000 - 20500000
ii) Interest due but not paid - 3448305 - 3448305
iii) Interest accrued but not due - -
Total (i+ii+iii) - 23948305 - 23948305

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

SI. No. PARTICULARS OF REMUNERATION

NAME OF MD/WTD/MANAGER

TOTAL AMOUNT
Yogesh Kumar Goyal (WTD) Adtiya Venketesh (WTD)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act-1961 300000 300000 600000
(b) Value of perquisites

u/s 17(2) Income-tax Act-1961

-

-

-

(c) Profits in lieu of salary under section 17(3) Income-tax Act-1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit
- others specify
5 Others please specify - - -
Total (A) 300000 300000 600000
Ceiling as per the Act

B. Remuneration to other directors

SI. No. PARTICULARS OF REMUNERATION

NAME OF MD/WTD/MANAGER

TOTAL AMOUNT
Nupur Garg Divyanshu Bikash
(ID) (ID)
1. Independent Directors
• Fee for attending Board Committee Meetings

NIL

NIL

-

• Commission NIL NIL -
• Others please specify

NIL

NIL

-

Total(1) NIL NIL -
2. Other Non-Executive Directors - - -
• Fee for attending Board Committee Meeting - - -
• Commission - - -
• Others please specify

-

-

Total(2)

-

-

-

Total (B)=(l+2)

NIL

NIL

-
Total Managerial Remuneration - - -
Overall Ceiling as per the Act - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SI.NO PARTICULARS OF REMUNERATION
CEO COMPAr JY SECRETARY CFO Total
HONEY GUPTA MANORANJAN KUMAR ANUBHA TIWARI
1 Gross salary - 518333.00 81838.00 144538.00 744709.00
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - - - - -
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 -

-

-

-

-

2 Stock Option - - - - -
3 Sweat Equity - - - - -
4 Commission - - - - -
- as % of profit
- others specify
5 Others please specify - - - - -
Total - 518333.00 81838.00 144538.00 744709.00

• Mr. Manoranjan Kumar appointed as Company Secretary in place of Ms. Honey Guptaw.e.f. 11-11-2014

• Ms. Anubha Tiwari appointed as a Chief Financial Officer w.e.f. 11-11-2014

7. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty /Punishment / compounding fees imposed Authority {RD/NCLT/Court} Appeal made if any (give details)
A. Company
Penalty
Punishment

No Penalty Punishments or Compounding of Offence

Compounding
B. Directors
Penalty
Punishment

No Penalty Punishments or Compounding of Offence

Compounding
C. Other Officers in Default
Penalty
Punishment

No Penalty Punishments or Compounding of Offence

Compounding

Management (Discussion jlndAnaCysis (Report