Urja Global Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present 26th Annual Report of the Company (the Company or Urja), 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 ("Ind AS") 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 Interim Financial reporting prescribed under Section 133 of the Companies Act, 2013 (the Act) 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, finance Costs & tax 16,420,444 14,689,034 1,07,53,150 3,14,80,300
Less: Depreciation & amortization expenses 245,211 234,578 5,521,987 6,264,008
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 Companys 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

(Listing Regulations).

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

15. Directors 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.

 

Directors 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_Urja%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 Directors Report for the year ended March 31, 2018 is annexed as "Annexure A" to this Report.

20. Related Party Transactions

All related party transactions that were entered into during the FY 2017-18 were on an arms 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 Companys 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.

Auditors 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 Auditors 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 "Annexure B".

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 "Annexure C" 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.urjaglobal.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. Directors 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 Companys 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 companys 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