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Your 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
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.
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.
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
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.
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(VII) 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.
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".
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.
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.
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".
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.
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.
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
Place : New Delhi,
Date : 13th July, 2015