Urja Global Ltd.

We have audited the attached balance sheet of commitment capital services ltd, as at 31st march 2004, and also the profit & loss Account of the said company for the period ended on that date together with annexures thereto. These financial statements are the responsibility of the companys managament, our responsibility is to express an opinion on these financial statements based on our audit. we conducted our audit in accordance with auditing standards generally accepted in India, those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on test basis evidence supporting the amounts and disclosures in the financial statements .an audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that nor audit provides a reasonable basis for our opinion. 1) As required by the companys (auditors report) order 2003,issued by the Central Government of India in terms of section 227(4a) of the companys act, 1956,we enclose in the annexure a statement on the matters specified in paragraphs 47 and 5 of the said order. 2) Further to our comments in the annexure referred to in paragraph 1 above ,we report that :- a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b) In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of the books ; c) The balance sheet and the profit and loss account dealt with by this report are in agreement with the books of accounts ; d) In our opinion the balance sheet and the profit and loss account comply with the accounting standard referred it in sub section (3c) of section 211 of the companys act 1956; e) On the basis of the written representation received from the directors as on 31st March 2004 and taken on record by the Board of directors we report that none of the director is disqualified from being appointed as director under clause (g) of sub-section (1) if section 274 of the Companys Act, 1956. f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the significant accounting policies and notes thereon, give the information required by the Companys Act, 1956.in the manner so required and also give a true and fair view ; i) In the case of Balance Sheet, of state of affairs of the company as at 31st March 2004, and ii) In the case of Profit & loss Account, of the period ended on that date iii) In the case of cash flow statement of the cash flow for the year ended on that date. FOR GUPTA GARG & ASSOCIATES CHARTERED ACCOUNTANTS (Mukesh Goyal) PLACE: New Delhi DATED: 22nd May 2004 M.N0.501555 ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 1 of our report of even date) l(a) The company has maintained proper records showing full particulars including quantittive details and situation of fixed assets. (b) All the assets have been physically verified by the management. No material discrepencies were noticed during the year on such verification. (c) During the year company has not disposed off any asset. 2(a) the inventories have been physically verified during the year by the management. In our opinion frequency of verification is reasonable. (b) the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business. (c) On the basis of our examination of the records of inventory ,we are of the opinion that the company is maintaining proper records of inventory. The discrepencies noticed on verification between the physical stocks and the book records were not material. 3(a) The company has taken given/loans to the parties which are not covered under section 301 of the Companys Act, 1956. (b) In our opinion the rate of interest and other terms and conditions on which loans have been taken from/granted to comapnies,firms or other parties listed in the registers maintained under section 301 are not,prime facie, prejudicial to the interest of the company. (c) The parties are regular in repaying the interest and principal amount as stipulated. (d) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the registers maintained under section 301 of the companies Act, 1956. 4. In our opinion and according to explanation given to us ,there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases ofinventory,fixed assets and with regard to purchases of inventory, fixed assets and with regard to the sale of goods.During the course of our audit.no major weakness has been noticed in the internal controls. 5. Based on the audit procedures applied by us and according to information and explanations given to us .the transactions that need to be entered into the register maintained under section 301 have been so entered. 6. In our opinion and according to information and explanations given to us the company has complied with the provisions of sections 58A and 58AA of the Companies Act,1956. 7. In our opinion the company has an internal audit system commensurate with the size and nature of its business. 8. According to the records of the company .the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund,investor education protection fund employees state insurance.income tax.sales tax, wealth tax,custom duty,excise duty,cess and other statutory dues aplicable to it. 9. According to the information and explanations given to us no undisputed amount is payable. 10. The accumulated losses of the company are not more than fifty percent of its net worth.The company has not incurred any cash losses during the financial year covered by our audit and the immediately proceeding financial year. 11. Based on our examination of documents and records,we are of the opinion that the company has maintained adequate records where the company has granted any loans and advances on the basis of our security by way of our security by way of pledge of shares, debentures and other securities. 12.The company has not given any guarantee for loans taken by others from banks or financial institutions. 13.The term loans have been applied for the purpose for which they were raised. 14. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except core working capital. 15. Based on our examination of records and the information provided to us by the management we report that the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. 16. Based upon the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported to us by management. For Gupta Garg & Associates Chartered Accountants Place: New Delhi Dated: 22nd May, 2004 Partner M.No.501555