Urja Global Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present 27th Annual Report of the Company (Urja Global Limited) along with the Audited Financial Statements for the financial year ended on March 31, 2019. The consolidated performance of the Company and its subsidiaries has been referred to whenever required.

1. Financial Highlights

1. The financial performance during the Financial Year 2018-19 are summarized below:

(In Rs.)
Particulars

Standalone

Consolidated

FY19 FY18 FY19 FY18
Total Revenue 1,32,14,67,648 1,279,799,367 1,38,54,95,015 1,349,641,074
Less: Total Expenditure 1,30,25,89,246 1,262,137,808 1,36,85,13,618 1,338,887,925
Profit before depreciation, finance Costs & tax 1,88,78,402 1,76,61,559 1,69,81,487 1,07,53,150
Less: Depreciation & amortization expenses 2,26,251 2,45,211 47,03,293 5,521,987
Less: Finance Costs 40,384 3,75,347 67,66,481 8,137,054
Profit/(Loss) before tax 1,86,11,766 17,041,002 55,11,623 (2,905,891)
Less: Provision for Tax 54,50,000 56,76,262 54,71,540 5,690,962
Less: Deferred Tax Liability 5,225 (3,327) 611 57,582
Profit for the year (before adjustment of Minority of interest/ Associates) 1,31,56,541 1,13,68,067 39,472 (8,654,435)
Pre-acquisition profit - - - -
Minority of interest - - (10,000) 5,752
Profit for the year (after adjustment of Minority of interest/ Associates) 1,31,56,541 11,368,067 50,372 (8,660,187)

2. State of the Companys affairs/Review of Operations

During the financial year 2018-19, total revenue on standalone basis increased to Rs. 132.15 Crores against Rs. 127.98 Crores in the previous year-a growth of 3.26%. The Profit after tax (PAT) for the current year is Rs. 1.32 Crores against Rs. 1.14 Crores in the previous year- a growth of 15.79%.

On a consolidated basis, the group achieved revenue of Rs. 138.55 Crores against Rs. Rs. 134.96 Crores during the previous year, a growth of 2.66%. However, the group registered profit of Rs. 50,372 against the previous year loss of Rs. 0.87 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, there has been no change in Share Capital of the Company. The Authorized Share Capital of the Company is Rs. 1,00,00,00,000 & paid up Share Capital is Rs. 50,72,06,000.

4. Dividend

Due to further laid down plans, profits has been deployed back to reserves & surplus and the Directors have not recommended any dividend for the period ended March 31, 2019.

5. Reserves

The Directors do not propose to transfer any amount to the Reserves and retained the Profits of the Company amounting to Rs. 1.32/- 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

During the financial Year as on 31st March 2019, the Company has 2 Subsidiary Companies. There are no Joint Ventures (JVs) and Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

M/s 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.

M/s 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 & its Subsidiaries

The Board of Directors of your Company at its meeting held on May 28, 2019, approved the Audited Financial Statements for the FY 2018-19 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2018-19, have been prepared incompliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

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. 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 www.Urjaglobal.in

12. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

13. 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.

14. Board Meetings

During the year Four (4) Board Meetings were convened and held on May 26, 2018, August 11, 2018, November 14, 2018, and February 11, 2019. 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.

15. 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 www.Urjaglobal.in

16. Directors and Key Managerial Personnel

Executive Director

Mr. Aditya Venketesh, pursuant to his resignation ceased to be the Whole Time Director of your Company on June 04, 2019. The Board of Directors has placed on record his deep appreciation for the valuable services and guidance rendered by Mr. Aditya Venketesh during her tenure as Managing Director of the Company.

The term of Mr. Yogesh Kumar Goyal as Who le-time Director was upto May 31, 2019. 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, 2019 to May 31, 2020, subject to approval of shareholders.

Directors retiring by Rotation

Mr. Sunil Kumar Mittal (DIN:07610472), will be retiring by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee 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, Ms. Priya Bhalla has been appointed by the Board of Directors as Chief Executive Officer (CEO) with effect from May 28, 2019 and Ms. Kanika Arora was appointed as Company Secretary of the Company with effect from May 28, 2019 in place of Ms. Kirti Gupta, who resigned as Company Secretary of the Company on the even date.

17. 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.

18. 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 at www.Urjaglobal.in

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, 2019 is annexed as "Annexure-A" to this Report.

20. Related Party Transactions

All related party transactions that were entered into during the FY 2018-19 were on an arms length basis and were in the ordinary course of business. There are no materially 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 www.Urjaglobal.in

21. Auditors Statutory Auditors

M/s ASHM & Associates, Chartered Accountants (Registration No. 005790C), Statutory Auditors of the Company was re-appointed as Statutory Auditors of the Company in 26thAnnual General Meeting of the Company to hold the office till the conclusion of the 30thAnnual General Meeting of the Company.

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 selfexplanatory and need no further comments.

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.

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 2019-2020.

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 M/s Aditi Agarwal & Associates, Company Secretaries for conducting Secretarial Audit of the Company for the Financial Year 2018 -19.

In the Secretarial Audit Report of Urja Global Limited conducted by M/s Aditi Agarwal & Associates, had made an observation regarding the Non Compliance with the Applicability of the provisions of "The Employees Provident Fund and Miscellaneous provisions Act, 1952 and the rules made thereunder". During the year under review, the Company is in the process of making applicable with the provisions of this Act.

Pursuant to Amendment in SEBI (Listing Obligations & Disclosure Requirements Regulations), 2015 the Secretarial Audit is to be conducted of the Companys Material Unlisted Subsidiary Company incorporated in India and its Secretarial Audit Report is to be annexed with the Annual Report of the Listed Entity. Therefore, the Board of Directors had appointed M/s Kamlesh Mishra & Associates, Company Secretaries for conducting Secretarial Audit of the Material Unlisted Subsidiary Entity i.e. Sahu Minerals & Properties Limited for the Financial Year 2018 -19.

The Secretarial Audit Report of both the Companies is annexed herewith as " Annexure- B"

22. Corporate Social Responsibility

Pursuant to Section 135 of the Act, the Company does not fulfill the criteria of net worth.

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 www.Urjaglobal.in.

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 2018-2019, 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, 2019 and of the profit and loss of the Company for the year ended March 31, 2019;

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, 2019have 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 www.Urjaglobal.in

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, 2019 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 cooperation, 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
Sd/- Sd/-
New Delhi Sunil Kumar Mittal Yogesh Kumar Goyal
12thAugust, 2019 Whole Time Director Whole Time Director
DIN:07610472 DIN: 0164476