Your Directors have pleasure in presenting the 25th Annual Report of the business andoperations of your Company along with the Audited Financial Statements for the Financialyear ended on March 31 2017.
FINANCIAL SUMMARY OF OPERATIONS
The financial performance during the Financial Year 2016-17 are summarized below:
( In 000's)
|Particulars ||Standalone ||Consolidated |
| ||FY17 ||FY16 ||FY17 ||FY16 |
|Total Income ||1181502.04 ||1208466.34 ||1294793.36 ||1285967.79 |
|Total Expenditure ||1165278.03 ||1190641.35 ||1263334.45 ||1252400.30 |
|Profit before depreciation finance Costs & tax ||16224.01 ||17824.99 ||31458.91 ||33567.49 |
|Depreciation ||234.58 ||186.99 ||6264.01 ||7067.17 |
|Finance Costs ||527.77 ||2048.66 ||9584.74 ||10827.78 |
|Profit/(Loss) before tax ||15461.66 ||15589.34 ||15610.16 ||15672.54 |
|Provision for Tax ||5185.95 ||5160.12 ||5185.95 ||5160.12 |
|Deferred Tax Liability ||(33.94) ||(3.62) ||(116.85) ||(132.48) |
|Net Profit for the Year ||10309.65 ||10432.84 ||10313.59 ||10644.90 |
On Standalone basis the Company registered a decline in Total Revenue due toexternal business environment like demonetization etc. of 2.23 % in Financial Year 2016-17at 118 Crores against 120 Crores during the previous year. The Profit aftertax (PAT) for the year is 1.03 Crores as against 1.04 Crores in the previousyear.
On Consolidated basis also the Company registered a growth of 0.68 % in TotalRevenue in Financial Year 2016-17 at 129 Crores as against 128 Crores duringthe previous year. The Profit after taxax (PAT) for the year is 1.03 Crores asagainst profit of 1.06 Crores in the previous year.
BRIEF DESCRIPTION OF THE STATE OF THE COMPANY'S AFFAIRS
The second half of the year was challenging for businesses across sectors due todemonetization. Your Company is a staunch believer of "Make in India" and hasfollowed the same since inception. Urja continues to be the stakeholder in the SPV M/sNaya Raipur Electronic Manufacturing Cluster Private Limited for the manufacturing of 50MWSolar Modules and 25 MW LED Products in Naya Raipur. The project is getting delayed due tosome change in the policies of the Government.
Your Company is being awarded Rate Contract for Design Supply Distribution andComprehensive Maintenance of Solar High Mast Lighting System at all Primary Health Centersin the state of Bihar for five years by Bihar Renewable Energy Development Agency.
Your Company has invested 37 Lakhs in the Share Capital of its Wholly Owned SubsidiaryCompany i.e. Urja Batteries Limited during the year under review.
During the year under review there was no change in the Share Capital of the Company.
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 March31 2017.
The Directors do not propose to transfer any amount to the Reserves and retained theProfits of the Company amounting to 1.03/- Crores for various expansion purposes.
During the year under review your Company has neither invited nor accepted any fixeddeposits from the public within the meaning of Section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014.
The Statutory Auditors of the Company M/s ASHM & Associates CharteredAccountants(Registration No. 005790C) appointed as the auditor to fill the casual vacancycaused by the resignation of the existing auditor M/s PVRN & Co. CharteredAccountants in the board meeting dated 11th August 2017.
The existing Statutory Auditors of the Company M/s ASHM & Associates CharteredAccountants retire at the ensuing Annual General Meeting and have confirmed theireligibility and willingness to accept office of Auditors if reappointed. The appointmentof Statutory Auditors of the company shall be from the conclusion of the forthcomingAnnual General Meeting till the conclusion of the 26th Annual General Meeting of theCompany. The certificate from the Auditors has been received to the effect that theirre-appointment if made would be within the prescribed limit under Section 141 ofCompanies Act 2013.Your Directors recommend their reappointment
The observations of the Statutory Auditors in the Auditors' Report together with therelevant notes to Accounts in Schedules are self - explanatory and therefore do not callfor any further explanation.
The consolidated financial statements of your Company have been prepared in accordancewith Accounting Standards issued by the Council of The Institute of Chartered Accountantsof India.
Pursuant to the provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed Mr. Sanjay Chugh Practicing Company Secretary for conducting SecretarialAudit of the Company for the Financial Year 2016-17.
The Secretarial Audit Report is annexed herewith as Annexure A.
As regards certain observations made in the said report management wish to clarify noncirculation of final minutes to the Board members within 15 days after the signature ofthe same happened inadvertently secretarial department will ensure appropriate complianceto be made in future to avoid such instance.
During the Year 4(Four) Board Meetings were convened and held in the Financial Year2016-17 i.e. 28th May 2016 11th August 2016 11th November 2016 and 11th February2017 respectively. The details of the Board Meetings and the attendance of the Directorsare disclosed under the Section of Corporate Governance Report.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors have given declarations that they meet the Criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
SUBSIDIARIES/ JOINT VENTURES/ASSOCIATES
During the financial Year as on 31st March 2017 the Company has 2 SubsidiaryCompanies. There are no Joint Ventures (JVs) and Associate Companies within the meaning ofSection 2(6) of the Companies Act 2013.
M/s Sahu Minerals & Properties Limited is an Unlisted Public Company and iscurrently engaged in the business of development of the Land available with the Companyfor residential buildings and commercial office complexes. Currently the projects are atinitial phase they would start generating revenues once they get statutory clearances andget completed.
M/s Urja Batteries Limited a Wholly - owned subsidiary of Urja Global Limited is aleading manufacturer of lead acid batteries for Industrial Solar and Standby PowerSolutions. During the year the Battery Manufacturing Unit of Urja has performedsatisfactorily and the products have marked its excellence and have created a niche inNorthern market of the Country against its competitors.
During the year under review none of the existing subsidiaries ceased to besubsidiaries of the Company. There has been no major change in the nature of business ofyour Company and its subsidiaries.
Pursuant to the provisions of Section 129(3) of Companies Act 2013 a statementcontaining salient features of the financials statements of the Company's subsidiaries in FormAOC-1 is attached to the financial statements of the Company.
The Company's performance capability and financial strength is reflected in the CreditRating ascribed by Care Rating Agency. We are glad to inform you that your company hasbeen conferred one step ahead with prestigious Solar Energy Grade "SP2B" whichindicates "High Performance capability and High Financial strength ". Therating awarded to the Company indicates that our overall performance capability has beenimproved during the financial year 2016 - 17.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the financial year ended 31st March 2017 in compliance of Section 186 of theCompanies Act 2013 and rules made there under no loan was made by the Company. Theparticulars of investments made and guarantees given by the Company are furnished in AnnexureC and forms part of this report.
REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT 2013
The Auditors during the performance of their duties have not identified any offence offraud committed by the company or its officers or employees. Therefore no frauds havebeen reported to the Central Government under Section 143 (12) of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There are no material changes and commitments noticed by the Board between the end offinancial year of the Company i.e. 31st March 2017 and the date of report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information required observation 134 (3) (m) of companies act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 with respect to Conservation of energyTechnology Observation and Foreign Exchange Earnings and Outgo is provided in Annexure- B and forms an integral part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
To the best of management knowledge no significant and material orders were passed byregulators or courts or tribunals which could impact the going concern status andcompany's operation in future.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in the prescribed Form MGT-9 is furnished in Annexure D andforms an integral part of this report.
RISK MANAGEMENT & INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. TheAudit Committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in theManagement Discussion and Analysis Report which forms integral part of this report.
Internal Control System & Their Adequacy
The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguard against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly. M/s NVA & Co Chartered Accountants InternalAuditors of the Company submit their report periodically which is placed before andreviewed by the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As per Section 135 of the Companies Act 2013 the Company does not fulfill thecriteria of net worth turnover and profit for Corporate Social Responsibility (CSR)hence the same is not applicable to the company.
MANAGEMENT DISCUSSION AND ANALYSIS
The detailed Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board of Directors has laid down the manner in which formal annual evaluation ofthe performance of the Board Committees and individual Directors has to be made. TheCompany has in place a comprehensive and structured questionnaire for evaluation of theBoard and its Committees Board composition and its structure effectiveness functioningand information availability. This questionnaire also covers specific criteria and thegrounds on which all Directors in their individual capacity will be evaluated. Theperformance evaluation of the Independent Directors was done by the entire Board excludingthe director being evaluated.
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors in their separate meeting held during the year.The Board of Directors expressed their satisfaction with the evaluation process.
PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Yogesh Kumar Goyal and Mr. Aditya Venketesh were reappointed as Whole Time Directorfor a further period of one year with effect from June 01 2016. The Board at its meetingheld on May 25 2017 has subject to the approval of shareholders re-appointed Mr. YogeshKumar Goyal and Mr. Aditya Venketesh for a further term of one year with effect from June1 2017.
In addition to this Mr. Puneet Kumar Mohlay who has resigned as an IndependentDirector of the Company on May 28 2016 has been appointed as an Additional Director(Independent) for a period of five years with effect from 11th August 2017.
Mr. Yogesh Kumar Goyal (DIN:01644763) will be retiring by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment.
The Board recommends the re-appointment of aforesaid Directors to the members of theCompany at the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Mr. Akshay Mehta has resigned as a Company secretary with effect from May 01 2017 andMr. Sumit Bansal has been appointed as Company Secretary of the Company in place of Mr.Akshay Mehta with effect from May 12 2017. Mr. Gagan Gupta who was appointed as a ChiefFinancial Officer of the Company with effect from 11th August 2016 has resigned from theCompany with effect from July 20 2017.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There has been no significant and material order passed by the Regulators or Courtsthat would impact the going concern status of the Company and its future operations.
COMPOSITION OF AUDIT COMMITTEE
Pursuant to the provisions of Section 177(8) of Companies Act 2013 the Composition ofAudit Committee as on date is as follows:
|Name ||Designation ||Category |
|Ms. Payal Sharma ||Chairman ||Independent Director |
|Mr. Yogesh Kumar Goyal ||Member ||Executive Director |
|Mr. Sunil Kumar Mittal* ||Member ||Independent Director |
*Mr. Sunil Kumar Mittal has been inducted into the committee as a member during theyear.
The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy todeal with the instance of fraud and mismanagement. The Company has formulated a WhistleBlower Policy to establish a vigil mechanism for Directors and employees of the Company toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's code of conduct or ethics Policy. Details of vigil Mechanism Policy are madeavailable on the Company's website www.urjaglobal.in.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 197 (12) of the Companies Act 2013 readwith Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 no employee was in receipt of remuneration in excess of Sixty Lakh Rupees peryear or Five Lakh Rupees per month during the year under review.
The information required under Section 197 (12) of the Companies Act 2013 read withRule 5(1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014along with name of top ten employees in terms of remuneration drawn forming part of theDirectors' Report for the year ended March 31 2017 is annexed as Annexure E tothis Report.
POLICY ON NOMINATION REMUNERATION AND BOARD DIVERSITY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members as wellas diversity of the Board. The Company recognizes the benefits and importance of having adiverse Board of Directors in terms of skill set and experience. The Company has anoptimum mix of executive and non-executive independent directors and woman director. Thedetails of the policy are explained in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year2016-2017 were on arm's length basis and in the ordinary course of business. Moreover allthe transactions were with Wholly Owned Subsidiary Company only therefore the provisionsof Section 188 of the Companies Act 2013 are not attracted. Hence disclosure in FormAOC-2 is not required.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme for the Independent Directors of the Company is designedto help the Independent Directors to gain a deep understanding of the Company itsstakeholders senior management operations policies industry perspective and issues.The Program aims to provide insights into the Company to enable the Independent Directorsto understand its business in depth and contribute significantly to the Company. Thedetails of various familiarization programmes provided to the Directors of the Company isavailable on the Company's website www.urjaglobal.in
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Directors state that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b) Appropriate accounting policies have been selected and applied consistently and havemade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profitand loss of the Company for the year ended March 31 2017;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 internalfinancial controls are adequate and were operating effectively; f) Proper systems aredevised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
The Company has Compiled with the corporate governance requirements under CompaniesAct 2013 and as stipulated under Listing Regulations . A separate sections on CorporateGovernance along with a certificate from the auditors confirming compliance is annexed andform part of the Annual Report .
Your Company always focused on maintaining the highest standards of corporategovernance and adheres to the corporate governance requirements set out by SEBI. TheCompany has also implemented several best corporate governance practices as prevalentglobally.
Your Company has laid down well defined criteria for the selection of Candidates forappointment as Directors Key Managerial Personnel and Senior Management .
Certain Statements in the Management Discussion and Analysis section may be forwardlooking and are stated as required by applicable laws and regulations . Many factors mayaffect the actual results which would be different from what the Directors envisage interms of the future performance and outlook.
APPRECIATIONS AND ACKNOWLEDGEMENT
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by its customers which enables the Company to make every effort inunderstanding their unique needs and deliver maximum customer Satisfaction.
We place on record our appreciation of the contribution made by the employees at alllevels whose hard work co-operation and support helped us face all challenges anddeliver results. We acknowledge the support of our vendors the regulators the esteemedleague of bankers financial institutions rating agencies government agencies stockexchanges and depositories auditors legal advisors consultants business associates andother stakeholders.
| ||On behalf of the Board of Directors || |
|New Delhi ||Honey Gupta ||Yogesh Kumar Goyal |
|11th August 2017 ||Managing Director ||Whole Time Director |
| ||DIN: 07172280 ||DIN: 01644763 |