urja global share price Directors report

To the Members of URJA GLOBAL LIMITED

The Board presents 31st Annual Report of the Company ‘URJA GLOBAL LIMITED on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2023 ("the year under review" or "the year" or "FY 2022-23"). The consolidated performance of the Company and its subsidiaries has been referred to whenever required.

This report is in accordance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations").

1. Financial H ighlights

The financial highlights are set out below: (In Rs.)

Particulars	Standalone		Consolidated
Year ended	March 31,2023	March 31, 2022	March 31, 2023	March 31, 2022
Total Revenue	403,845,423	637,607,214	414,122,474	745,348,482
Less: Total Expenditure	385,943,294	628,774,315	394,337,155	735,411,765
Profit before depreciation finance Costs & tax	384,909,170	627,988,941	382155556	724574183
Less: Depreciation & amortization expenses	211,177	181,373	3104988	3401477
Less: Finance Costs	822947	604,001	9076611	7436105
Profit/(Loss) before tax	17,902,129	8,832,899	19785319	9936718
Less: Provision for Tax	4,505,966	2,223,241	4505966	2223241
Add: Deferred Tax Liability	12,364	10,746	29295	30646
Profit for the year (before adjustment of Minority of interest/ Associates)	13,408,527	6,620,404	15250059	7682831
Pre-acquisition profit	-	-		-
Minority interest	-	-		-
Profit for the year (after adjustment of Minority of interest/ Associates)	13,408,527	6,620,404	15250059	7,682,831

2. State of the Companys Affairs/Review of Operations

During the financial year 2022-23, total revenue on standalone basis decreased from Rs. 40.38 Crore against 63.76 crore in the previous year with a decline of

36.66%. The Profit after tax (PAT) for the current year is Rs. 1.34 Crores against Rs. 0.66 Crores in the previous year, an increase of 50.62 %.

On a consolidated basis, the group achieved revenue of Rs. 41.41 Crores against Rs. 74.53 Crores during the previous year, a decline of 44.44%. However, the group registered profit of Rs. 1.52 Crores against Rs. 0.76 Crores in the previous year.

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. Board Evaluation

Pursuant to the provisions of Section 134(3) (p) of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy is in place. A structured questionnaire by an independent external agency covering various aspects of the Boards functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings was circulated to the members of the Board for the Financial Year 2022-23. Based on the responses received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated in the meeting of the Independent Directors and at the meeting of the Board of Directors.

The process of review of Non-Independent Directors, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on 20th January, 2023 without the attendance of Non-Independent Directors and members of management. At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors, Non-executive Directors and Independent Directors. The meeting also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly. The entire Board, excluding the Director being evaluated, evaluated the performance of each Independent Director.

Based on the findings from the evaluation process, the Board will continue to review its procedures, processes and effectiveness of Boards functioning, individual Directors effectiveness and contribution to the Boards functioning in the Financial Year 2022-23 as well with a view to practice the highest standards of Corporate Governance.

4. Share Capital

During the year under review, there was no change in the Share Capital of the Company.

5. Dividend

In order to conserve cash and ensure liquidity for the operations for the Financial Year 2023-24, the Board of Directors decided not to recommend any dividend to the shareholders for the Financial Year 2022-23.

6. Reserves

The board of directors has decided to retain entire amount of profit in the profit and loss account. Accordingly, the company has not transferred any amount to the "Reserves" for the year ended March 31, 2023.

7. 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 Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act forms integral part of the Standalone Financial Statement provided in this Annual Report.

9. Audited Financial Statements of the Company & its Subsi diaries

The Board of Directors of your Company at its meeting held on 02nd May, 2023 approved the Audited Financial Statements for the FY 2022-23 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2022-23, have been prepared incompliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As per provision of Section 129(3) of the Act, a statement containing the salient features of the financial statement of companys subsidiaries in Form AOC-1 is attached to the financial statements of the company.

In accordance with provisions of Section 136 of the Act, the Standalone financial statements and consolidated financial statements of the company, along with relevant documents and separate audit accounts in respect of the subsidiaries, are available on the website of the company. The company will provide the annual accounts of the Subsidiaries and the related detailed information to the shareholders of the company on specific request made to it in this regard by the shareholders.

10. Subsidiaries/ Joint Ventures/Associates

The Company has 3 Subsidiary Companies. There are no Joint Ventures (JVs) and Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

The details of the subsidiaries are given below:

a. 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.

b. 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.

c. M/s Urja Digital World Limited , a subsidiary of the Company which will carry out the online business of E- Urja, E - vehicles, E - connect, E - health & E - education etc. at Urja Kendras.

In accordance with regulation 16 read with regulation 24 of the listing regulations, the Board identified "Sahu Minerals and Properties Limited" as unlisted subsidiary companies of the Company as "material subsidiary" for the Financial Year 2022-23 (based on Income/Net worth in the preceding accounting year 2021-22)

Therefore, in accordance with Regulation 24A of the listing regulations, Secretarial Audit of the records of the unlisted material subsidiary, M/s Sahu Minerals and Properties Limited incorporated in India, was conducted by M/s Nupur Jain & Associates Practicing Company Secretary for the Financial Year 2022-23. The Secretarial Audit Report submitted by the Practicing Company Secretary does not contain any qualification, reservation, or adverse remark. The Secretarial Audit Report of M/s Sahu Minerals and Properties Limited is annexed and forms part of the Annual Report.

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.

11. Corporate Governance

The company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The board is conscious of its inherent responsibility to disclose timely and accurate information on the companys operations, performance, material corporate events as well as on the leadership and governance matters relating to the company.

The company has complied with the requirements of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance practices and the Auditors certificate on the compliance of mandatory requirements thereof are given as an annexure to this report and also available on the website of the company at https://www.urjaglobal.in/index.html

12. Human Resources

The companys Human Resources (HR) management practices ensure fair and reasonable process that are compliant with regulatory and governance requirements. The company has developed a management framework that focuses on holistic growth of employees and aids them with tools that help in continuously learning and the development of new skills.

As a growing enterprise, the companys HR policies and Industry-leading remuneration practices aims to attract and retain top talent, thus supporting the companys long-term strategy and driving a sustainable performance.

Finding, retaining and developing the right talent has always been a core strategy in order to maintain high-productivity and a value-driven organizational culture. The company finds it imperative to follow policies and regulations that produce an unbiased and safe working environment.

In the last fiscal, the company focused on building systems and tolls that help track career paths, provide guidance to develop new skills, educate employees on varied topics and recognize and reward top performers.

13. Extract of Annual Return

Pursuant to Section 92(3) of the Act, the Annual Return for the financial Year ended on

31st March, 2023 shall be uploaded on the website of the Company and can be accessed through the link www. uriaglobal .in.

14. 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.

15. Declaration by Independent Directors

The company has received necessary declaration from each of the Independent Directors under section 149(7) of the companys act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on such

confirmation/ declarations, in the opinion of the board, the independent Directors of our company fulfill the conditions specified under the Act, the rules made there under and Listing Regulations and are independent of the Management of the company.

16. Board Meetings

During the year under review total Seven (7) Board Meetings were held and the gap between two meetings did not exceed 120 days. The Board meetings were held on:

S. No. of Meeting	DAY	DATE
01/2022 -23	Monday	06th June, 2022
02/2022 -23	Monday	25th July, 2022
03/2022 -23	Friday	12th August, 2022
04/2022 -23	Monday	05th September, 2022
05/2022 -23	Saturday	15th October, 2022
06/2022 -23	Friday	20 th January, 2023
07/2022 -23	Friday	03rd March, 2023

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.

17. Audit Committee

As on 31st March, 2023, the committee comprised of two independent directors i.e. Ms. Payal Sharma (Chairperson) and Ms. Mita Sinha (Member) and one executive director i.e., Mr. Mohan Jagdish Agarwal (Member). The power and role of the committee are included in the corporate Governance Report. During the year under review, all recommendation made by the committee were accepted by board.

18. Nomination & Remuneration Committee

Your Company has in place the Nomination, Remuneration Committee which performs the functions as mandated under the Act and the listing Regulations. The composition of the Committee is detailed in the Corporate Governance Report.

In terms of the Act and the Listing Regulations, the Board of Directors of the Company has framed and adopted a policy on appointment and remuneration of Directors, Key Managerial Personnel (KMP) of the company, criteria for determining qualifications, positive attributes, independence of a director and other related matters. The remuneration paid to Directors, KMP of the company are as per the terms laid down in the policy. The managing Director of your company does not receive remuneration or commission from any subsidiaries of your company. The Policy of Nomination and Remuneration committee is also made available on the Companys corporate website.

19. Directors and Key Managerial Personnel

19.1 APPOINTMENT AND TENURE

The directors of the Company are appointed by the shareholders at General Meetings. All Executive Directors, except Managing Directors, are subject to retirement by rotation and at every Annual General Meeting, 1/3rd of such Directors as are liable to retire by rotation, if eligible, generally offer themselves for re-election, in accordance with the provisions of section 152 of the Companies Act, 2013 and that of the Articles of Association of the company. The executive Directors on the Board serve in accordance with the terms of their contracts of services with the Company.

19.2 BOARD MEMBERSHIP CRITERIA

Matching the needs of the company and enhancing the competencies of the board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee:

Assess the appointee against a range of criteria including qualification, age, experience, positive attributes, independence, relationships, diversity of gender, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position;

Assess the appointee on the basis of merits, related skills and competencies. No discrimination is made on the basis of religion, caste, creed or gender.

19.3 BOARD COMPOSITION, CATEGORY OF DIRECTORS, MEETING AND ATTENDANCE RECORD OF EACH DIRECTORS:

The company has a balanced Mix of executive and Non-executive Independent Directors. As on March 31, 2023, the board of directors comprises of 7 Directors out of which 4 are non-Executive, including two woman directors. The Chairman is non- executive and Independent director of the company. The number of Independent Directors is 4 which are in compliance with the stipulated One-third of the total Number of Directors. All independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the company. A brief profile of the Directors is available on the Companys Website www.urjaglobal.in.

All Independent Directors meet with the criteria of Independence as prescribed both under sub-section (6) of section 149 of the Act and under Regulation 16(1) (b) of the SEBI (LODR) Regulations.

No Director is related to any other director on the board in terms of the definition of "relative" as defined in section 2(77) of the companies Act, 2013. None of the Directors on the Board are Director/Independent Director of more than seven listed entities and none of the Whole-time Directors are independent Directors of any Listed Company.

None of the Directors on the Board is a member of more than 10 Committees or chairperson of more than 5 committees (as specified in Regulation 26 of SEBI (LODR) Regulations) across all the public companies in which he/she is a director. The necessary disclosures regarding committee position in other public companies have been made by the directors. The Information stipulated under Part A of Schedule II of SEBI (LODR) Regulation is being made available to the Board.

The details of composition of the Board as at March 31, 2023, the attendance record of the Directors at the Board Meetings held during financial year 2022-23 and at the last Annual General Meeting (AGM) as also the number of directorships, committee Chairmanships and Memberships held by them in other Public companies are given below:

			I. Composition of Board of Directors
S.N Name o of Directo r	DIN	Desig natio n	Initial Date of appoi ntmen t	No. of Board Meeti ngs to be Heldtd>	No. of Boar d meet ings atte nded	Atten danc e at the last AGM	No of Directo rship in listed entities includi ng this listed entity (Refer Regulat ion 17A of Listing Regulat ions)	No of Indep enden t Direct orshi p in listed entiti es includ ing this listed entity (Refer Regul ation 17A(1 ) of Listin g Regul ations	Numb er of memb ership s in Audit/ Stakeh older Commi ttee(s) includi ng this listed entity (Re fer Regula tion 26(1) of Listing Regula tions)	No of post of Chairper son in Audit/ Stakehol der Committ ee held in listed entities includin g this listed entity (Refer Regulati on 26(1) of Listing Regulati ons)
1 Mr. Mohan Jagdish Agarwal	0762 7568	Mana ging Direct or	11-08 2021	7	4	Prese nt	2	0	0	0
2 Mita Sinha	0806 7460	Indep enden t Direct or	14-02 2018	7	7	Prese nt	1	1	5	5
3 Payal Sharma	0719 0616	Indep enden t Direct or	27-05 2020	7	6	Prese nt	1	1	5	5
4 Yogesh Kumar Goyal	0164 4763	Whol e- Time Direc tor	12-05 2012	7	3	Prese nt	1	0	1	0
5 Puneet Kumar Mohlay	0185 5702	Indep enden t Direct or	01-05 2008	7	1	Abse nt	1	1	0	0
6 Prithwi Chand Das	0722 4038	Indep enden t Direct or	27-06 2015	7	2	Abse nt	1	1	0	0
7 Gajanand Gupta	0181 9397	Whol e Time Direct or	03-03 2023	7	1	N.A.	0	0	0	0

Executive Director

The Board of Directors in its meeting held on 03rd March, 2023 based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Gajanand Gupta as Additional Director.

Independent Director

The term of Ms. Payal Sharma as Independent Director was for the second term of five year from May 27, 2020 to May 26, 2025. Hence there is no requirement for reappointment of the same.

The term of Mr. Prithwi Chand Das as Independent Director was for the second term of five year from June 27, 2020 to June 26, 2025. Hence there is no requirement for re-appointment of the same.

The term of Mr. Puneet Kumar Mohlay shall expire on 30th May, 2022 as Independent Director and has been re-appointed as Independent Director of the Company for a further period of five year from 30th May, 2022 to 29th May, 2027.

The term of Ms. Mita Sinha expired on 14th February, 2023 as Independent Director and has been re-appointed as Independent Director of the Company for a further period of five year from 14th February, 2023 to 14th February, 2028.

Directors retiring by Rotation

In accordance with the Act and the Article of Association of the Company, Mr. Yogesh Kumar Goyal, Whole-time Director (DIN: 01644763)is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment as the Director. Accordingly, the re-appointment of Mr. Yogesh Kumar Goyal as Whole-time Director is being placed for the approval of the Members at the ensuing AGM. A brief profile of Mr. Yogesh Kumar Goyal along with other related information forms part of the Notice convening the ensuing AGM.

Key Managerial Personnel

Ms. Preeti Kataria was appointed as Company Secretary of the Company with effect from 20th June, 2022, who resigned from the post of Company Secretary on 25th January, 2023. In place of her Ms. Priyanka was appointed as Group Company Secretary with effect from 03rd March, 2023.

Further, Mr. Gaurav Aggarwal resigned from the post of Chief Executive Officer (CEO) w.e.f. 03rd March, 2023.

20. Related Party Transactions

All Transactions with the related parties are placed before Audit and Risk Management Committee ("the committee") for its approval. All related party transactions that were entered into during the FY 2022-23 were on an arms length basis and were in the ordinary course of business and in accordance with the provisions of the Act and the rules made there under, the listing regulations and companys policy on Related Party transactions.

During the year 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. Accordingly, no disclosure is made in respect of related party transaction in Form AOC-2 in terms of Section 134 of the Act and Rules framed there under. 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

21.1. STATUTORY AUDITORS

M/s ASHM & Associates, Chartered Accountants (Registration No. 005790C), Statutory Auditors of the Company who resigned on 27th June, 2022 and M/s Uttam Abuwala Ghosh & Associates, Chartered Accountants (Registration No. 111184W) fill the casual vacancy occurred by resignation of M/s ASHM & Associates, Chartered Accountants. M/s Uttam Abuwala Ghosh & Associates, Chartered Accountants appointed as Statutory Auditors of the Company from 30th Annual General Meeting of the Company to hold the office till the conclusion of this 35thAnnual General Meeting of the Company.

Auditors Report

The Report of Auditors of the Company M/S UTTAM ABUWALA GHOSH & ASSOCIATES , Chartered Accountants on the Annual Accounts of the Company- Standalone and Consolidated with Subsidiary Companies forms part of this report. The report contains unmodified opinion 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.

21.2. 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. Mishra Anurag & Company.

The Board of Directors of the Company has appointed M/s Mishra Anurag & Company, Chartered Accountants (FRN: 031607N), 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 2022-23.

21.3. 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 Nupur Jain & Associates, Company Secretaries for conducting Secretarial Audit of the Company for the Financial Year 2022-23.

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 Nupur Jain & Associates, Company Secretaries for conducting Secretarial Audit of the Material Unlisted Subsidiary Entity i.e. Sahu Minerals & Properties Limited for the Financial Year 2022-23.

The Secretarial Audit Report of both the Companies for Financial Year 2022-23 is annexed herewith as "Annexure -B"

22. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures pertaining to ratio of remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the said Rules are annexed to this report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and others entitled thereto. The said information is available for inspection by the Members. The Members desiring inspection/ interested in obtaining copy thereof, may write to the Company Secretary at cs@urjaglobal.in. The Annual Report including the aforesaid information is made available on the Companys corporate website www.urjaglobal.in.

23. Corporate Social Responsibility

The objective of the Companys Corporate Social Responsibility (‘CSR) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Companys CSR policy provides guidelines to conduct CSR activities of the Company. For decades, the Company has pioneered various CSR initiatives. The Company continues to address societal challenges through societal development program and remains focused on improving the quality of life. During the year under review, the Company has impacted the lives of people from the most vulnerable sections of society.

During the year under review, your Company has spent Rs. 7.5 Lakhs on CSR activities, which are under the mandated 2% of the average net profit of last three years as required under section 135 of the Companies Act, 2013.

24. 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.

25. Risk Management & Internal Control System and their Adequacy Risk Management

Your Company has established a robust risk management system to identify, assess the key risks and mitigate them appropriately. Further such system ensures smooth and efficient operations of the business. The Company has in the light of the Covid-19 pandemic outbreak, reviewed the major risks including risks on account of business continuity, supply chain management, third party risks, legal compliance and other risks which may affect or has affected its operations, employees, customers, vendors and all other stakeholders from both the external and the internal environment perspective. On the basis of this review, appropriate actions have been initiated to mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor such risks on a regular basis.

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. uriaglobal .in.

Internal control system & their adequacy

Internal financial controls are an integral part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented and embedded in the business processes. The Company has laid down internal financial controls, through a combination of entity level controls, process level controls and IT general controls, inter-alia, to ensure orderly and efficient conduct of business, including adherence to the Companys policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and errors.

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 Mishra Anurag & Company , Chartered Accountants, Internal Auditors of the Company, submit their report periodically which is placed before the Board and reviewed by the Audit Committee.

26. Vigil Mechanism

Your Company has established a Vigil Mechanism and adopted a Whistle Blower policy in line with the Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act. Under this Policy, the Whistle Blower can raise concerns relating to reportable matters such as unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy or any other malpractice, impropriety or wrongdoings, illegality, of regulatory requirements. The mechanism adopted by the Company encourages to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower, who avail of such mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee. The guidelines are designed to ensure that stakeholders may raise any concern on integrity, value adherence without fear of being punished for raising that concern.

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. uriaglobal .in

27. 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 2022-23, 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, 2023 and of the profit and loss of the Company for the year ended March 31, 2023;

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, 2023 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.

28. POLICY ON SEXUAL HARASSMENT OF W OMEN AT WORKPLACE

Prevention of Sexual Harassment (POSH) the Company continues to follow all the statutory requirements and guidelines in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The POSH Committee established as per the statutory requirements, continues to operate in every Unit and at the registered office. In case of any instances, employees are advised to approach the internal Committee and appropriate action in this regard is initiated post detailed review of the matter. The Company stands strong against any kind of sexual harassment and has zero tolerance for sexual harassment at 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 at www. uriaglobal .in

29. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There were no material changes and commitments affecting the financial position of the Company which occurred between the ends of the financial year to which this financial statement relates on the date of this Report.

After the closure of Financial Year ended March 31, 2023 and date of this report, following material changes took place:-

1. A SEBI order no. WTM/AB/CFD/CMD-2/16388/2022-23 dated May 13, 2022 against the Company that imposed some restriction on the company for 2 years.

30. 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.

31. 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.

32. SECRETARIAL STANDARDS

During the year under review, your Company has complied with the Secretarial Standards 1 and 2 on meetings of the Board of Directors and on General Meetings, respectively, issued by the Institute of Company Secretaries of India with effect from 1st October 2017 and notified by the Ministry of Corporate Affairs, in terms of Section 118 (10) of the Act.

33. APPRECIATIONS AND ACKNOWLEDGEMENT

We thank our customers, business partners, suppliers, bankers and shareholders for their continued support during the year. We thank the Government of India, the State Governments where we have business operations and other government agencies for their support and look forward to their continued support in the future.

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 URJA GLOBAL LIMITED
	Sd/-	Sd/-
Place: New Delhi	Mohan Jagdish Agarwal	Yogesh Kumar Goyal
Date: 02.05.2023	Managing Director	Whole Time Director