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Urja Global Ltd.

BSE: 526987 Sector: Others
NSE: URJA ISIN Code: INE550C01020
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NSE 11:49 | 24 Jan 24.70 -1.25
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OPEN 25.75
PREVIOUS CLOSE 27.10
VOLUME 111322
52-Week high 34.85
52-Week low 5.11
P/E 858.33
Mkt Cap.(Rs cr) 1,306
Buy Price 0.00
Buy Qty 0.00
Sell Price 25.75
Sell Qty 8945261.00
OPEN 25.75
CLOSE 27.10
VOLUME 111322
52-Week high 34.85
52-Week low 5.11
P/E 858.33
Mkt Cap.(Rs cr) 1,306
Buy Price 0.00
Buy Qty 0.00
Sell Price 25.75
Sell Qty 8945261.00

Urja Global Ltd. (URJA) - Director Report

Company director report

To the Members of URJA GLOBAL LIMITED

The Board presents 29thAnnual Report of the Company ‘URJA GLOBALLIMITED' on the business and operations of the Company together with the Audited FinancialStatements for the financial year ended on March 31 2021 ("the year underreview" or "the year" or "FY2020-21"). The consolidatedperformance 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 Obligationsand Disclosure Requirements) Regulations 2015 ("the Listing Regulations").

1. FINANCIAL HIGHLIGHTS

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

Particulars Standalone Consolidated
Year ended March 31 2021 March 31 2020 March 31 2021 March 31 2020
Total Revenue 1312806795 1463632226 1518194909 1653658042
Less: Total Expenditure 1289839531 1440909594 1485351321 1624186971
Profit before depreciation finance Costs & tax 22967264 22722632 32843588 29471071
Less: Depreciation & amortization expenses 1397005 128173 4723442 3954994
Less: Finance Costs 105494 148236 6344157 7938736
Profit/(Loss) before tax 21464854 22446222 21775989 17577341
Less: Provision for Tax 4336554 6331611 4336554 6331611
Add: Deferred Tax 8746 14044 77079 40002
Liability
Profit for the year (before adjustment of Minority of interest/ Associates) 17137063 16100567 17362356 11205728
Pre-acquisition profit - - - -
Minorityinterest - - (15109) (7897)
Profit for the year (after adjustment of Minority of interest/ Associates) 17137063 16100567 17377465 11213625

2. STATE OF THE COMPANY'S AFFAIRS/REVIEW OF OPERATIONS

During the financial year 2020-21 total revenue on standalone basis decreased to Rs.131.28Crores against Rs. 146.37 Crores in the previous year with a de-growth of (10.30%).The Profit after tax (PAT) for the current year is Rs. 1.71 Crores against Rs.1.61 Croresin the previous year a growth of (6.43%).

On a consolidated basis the group achieved revenue of Rs. 151.81 Croresagainst Rs.165.37 Croresduring the previous year a de-growth of 8.19%. However the group registeredprofit of Rs. 1.17Crores against Rs. 1.12 Crores in the previous year.

Company is taking effective steps to improve the performance of the Company throughgrowth in revenue managing cost strategic marketing increasing brand awareness andbrand equity through advertisement campaign etc.

3. BOARD EVALUATION

Pursuant to the provisions of Section 134(3) (p) of the Act and Regulation 17(10) ofthe Listing Regulations a Board Evaluation Policy is in place. A structured questionnaireby an independent external agency covering various aspects of the

Board's functioning Board culture performance of specific duties by Directors andcontribution to the Board proceedings was circulated to the members of the Board for theFinancial Year 2020-21. Based on the responses received the Board as a whole theCommittees the Chairperson and individual Directors were separately evaluated in themeeting 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 itsCommittees were undertaken in a separate meeting of Independent Directors held on 12thFebruary 2021 without the attendance of Non-Independent Directors and members ofmanagement. At the meeting the performance of the Chairman of the Company was reviewedtaking into account the views of the Executive Directors Non-executive Directors andIndependent Directors. The meeting also assessed the quality quantity and timeliness ofinformation required for the Board to perform its duties properly. The entire Boardexcluding the Director being evaluated evaluated the performance of each IndependentDirector.

The Directors have expressed their satisfaction with the evaluation process conductedby the independent external agency. Based on the findings from the evaluation process theBoard will continue to review its procedures processes and effectiveness of

Board's functioning individual Director's effectiveness and contribution to theBoard's functioning in the Financial Year 2021-22 as well with a view to practice thehighest standards of Corporate Governance.

4. ABOUT COVID-19

While the year under review started with the impact of the Covid-19 pandemic and thenation-wide lockdown towards the end of the FY2020 brought operations to a standstill.Business was temporarily closed and that had a significant impact on revenue. Nonethelessthe Company has put into place certain strategic steps to ensure a bounce back from thissituation. Simultaneously we will provide a safe workplace for employees. Our keyinvestments in Digitization will help us put forth a resilient and sustainable businessmodel.

5. SHARE CAPITAL

During the year under review there has been change in Share Capital of the Company.The Authorized Share Capital of the Companyhas remained same i.e. 1000000000 but thepaid up Share Capitalof the company has increased from 507206000 to 519706000 duetoRight issue of 50000000 (Five Crore) partly paid-up Equity Shares of 1/- each at aprice of 5/- (including a share premium of 4/- per Equity Share).

6. DIVIDEND

In view of the prolonged lockdown and consequent travel restrictions to avoid spread ofCOVID-19 pandemic imposed by the Government of India as well other countries globallybusiness was severely impacted. In these unforeseen and uncertain times it is difficultto predict when business conditions will normalize. Therefore in order to conserve cashand ensure liquidity for the operations for the Financial Year 2021-22 the Board ofDirectors decided not to recommend any dividend to the shareholders for the Financial Year2020-21.

7. RESERVES

The board of directors has decided to retain entire amount of profit in the profit andloss account. Accordingly the company has not transferred any amount to the"Reserves" for the year ended March 31 2021.

8. PUBLIC DEPOSITS

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 CompaniesAct read withthe Companies (Acceptance of Deposits) Rules 2014.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the CompaniesActforms integral part of the Standalone Financial Statement providedin this Annual Report.

10. AUDITED FINANCIAL STATEMENTS OF THE COMPANY & ITS SUBSIDIARIES

The Board of Directors of your Company at its meeting held on 31st May 2021approved the Audited Financial Statements for the FY 2020-21which includes financialinformationof all its subsidiaries and forms part ofthis report. The Consolidated

FinancialStatements of your Company for the FY 2020-21 have been prepared incompliancewith applicable IndianAccounting Standards (Ind-AS) andSEBI (Listing Obligations &DisclosureRequirements) Regulations 2015.

As per provision of Section 129(3) of the Act a statement containing the salientfeatures of the financial statement of company's subsidiaries in Form AOC-1 is attached tothe financial statements of the company.

In accordance with provisions of Section 136 of the Act the Standalone financialstatements and consolidatedfinancial statements of the company along with relevantdocuments and separate audit accounts in respect of the subsidiaries are available on thewebsite of the company. The company will provide the annual accounts of the Subsidiariesand the related detailed information to the shareholders of the company on specificrequest made to it in this regard by the shareholders.

11. SUBSIDIARIES/ JOINT VENTURES/ASSOCIATES

The Company has 3 Subsidiary Companies. One subsidiary company is incorporated as onAugust 03 2020. There are no Joint Ventures (JV's) and Associate Companies within themeaning 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 leadingmanufacturer of lead acid batteries for Industrial Solar and Standby Power Solutions.

b. M/s Sahu Minerals & Properties Limited a subsidiary Company of the Companywhich is engaged in the business of development of the land available with the Company forresidential buildings and commercial office complexes.

c. M/s Urja Digital World Limited a subsidiary of the Company incorporated as onAugust 03 2020 which will carry out the online business of E- Urja E vehicles Econnect E health & E education etc. at Urja Kendra's.

In accordance with regulation 16 read with regulation 24 of the listing regulationsthe Board identified the following unlisted subsidiary companies of the Company as"material subsidiary" for the Financial Year 2020-21 (based on Income/Net worthin the preceding accounting year 2019-20)

Name of the subsidiary Percentage Action Required under Listing Regulations
Sahu Minerals and Properties Limited 78.5% i) Secretarial Audit for 2020-21;
ii) Appointment of Independent Director on the Board of Sahu Minerals and Properties Limited

Therefore in accordance with Regulation 24A of the listing regulations SecretarialAudit of the records of the unlisted material subsidiary M/s Sahu Minerals and PropertiesLimited incorporated in India was conducted by M/s Nupur Jain & Associates PracticingCompany Secretary for the Financial Year 2020-21. The Secretarial Audit Report submittedby the Practicing Company Secretary does not contain any qualification reservation oradverse remark. The Secretarial Audit Report of M/s Sahu Minerals and Properties Limitedis annexed and forms part of the Annual Report. The Board also appointed Mr. Prithwi ChandDas Independent Director of Urja Global Limited as a Director on the Board of SahuMinerals and Properties Limited. During the year under review none of the existingsubsidiaries ceased to be subsidiaries of the Company. There has been no major change inthe nature of business of your Company and its subsidiaries.

12. CORPORATE GOVERNANCE

The company constantly endeavors to follow the corporate governance guidelines and bestpractices sincerely and disclose the same transparently. The board is conscious of itsinherent responsibility to disclose timely and accurate information on the company'soperations performance material corporate events as well as on the leadership andgovernance matters relating to the company. The company has complied with the requirementsof the Securities and Exchange Board of India (Listing obligation and DisclosureRequirements) Regulations 2015 regarding Corporate Governance. A report on the CorporateGovernance practices and the Auditors' certificate on the compliance of mandatoryrequirements thereof are given as an annexure to this report and also available on thewebsite of the company at https://www.urjaglobal.in/index.html

13. HUMAN RESOURCES

The company's Human Resources (HR) management practices ensure fair and reasonableprocess that are compliant with regulatory and governancerequirements. The company hasdeveloped a management framework that focuses on holistic growth of employees and aidsthem with tools that help in continuously learning and the development of new skills.

As a growing enterprise the company's HR policies and Industry-leading remunerationpractices aims to attract and retain top talent thus supporting the company's long-termstrategy and driving a sustainable performance. Finding retaining and developing theright talent has always been a core strategy in order to maintain high-productivity and avalue-driven organizational culture. The company find it imperative to follow policies andregulations that produce an unbiased and safe working environment. In the last fiscal thecompany focused on building systems and tolls that help track career paths provideguidance to develop new skills educate employees on varied topics and recognize andreward top performers.

14. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act the Annual Return for the financial Year ended on31st March 2021in Form MGT-9 has been uploaded on the website of the Companyand can be accessed through the link www.urjaglobal.in

15. 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 thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender which will help the Company to retain itscompetitive advantage. The Board has adopted the Board Diversity Policy which sets out theapproach to diversity of the Board of Directors.

16. DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from each of the Independent Directorsunder section 149(7) of the company's act 2013 that he/she meets the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013and Regulation 25 ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. Based on such confirmation/declarations in the opinionof the board the independent Directors of our company fulfil the conditions specifiedunder the Act the rules made there under and Listing Regulations and are independent ofthe Management of the company.

17. BOARD MEETINGS

During the year under reviewtotal Nine (9) Board Meetings were held and the gap betweentwo meetings did not exceed 120 days. The Board meetings were held on:

S:NO DAY DATE
1. Monday May 18 2020
2. Saturday June 27 2020
3. Monday August 10 2020
4. Wednesday September 02 2020
5. Wednesday September 30 2020 (Adjourned to October 07 2020)
6. Wednesday November 11 2020
7. Friday January 08 2021
8. Friday February 12 2021
9. Thursday February 18 2021 (Adjourned toFebruary 192021).

The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the prescribed time limit under the Act.

18. AUDIT COMMITTEE

As on 31st March 2021 the committee comprised of two independent directorsi.e. Ms. Payal Sharma (Chairperson) and Ms. Mita Sinha (Member) andone executive directori.e. Mr. Dheeraj Kumar Shishodia (Member). The power and role of the committee areincluded in the corporate Governance Report. During the year under review allrecommendation made by the committee were accepted by board.

19. NOMINATION REMUNERATION COMMITTEE

Your company has in place the Nomination remuneration committee which performs thefunctions as mandated under the Act and the listing Regulations. The composition of theCommittee is detailed in the Corporate Governance Report. In terms of the Act and theListing Regulations the Board of Directors of the Company has framed and adopted a policyon appointment and remuneration of Directors Key Managerial Personnel (KMP) of thecompany criteria for determining qualifications positive attributes independence of adirector and other related matters. The remuneration paid to Directors KMP of the companyare as per the terms laid down in the policy. The managing Director of your company doesnot receive remuneration or commission from any subsidiaries of your company. The Policyof Nomination and Remuneration committee is also made available on the Company's corporatewebsite.

20 . DIRECTOR'S AND KEY MANAGERIAL PERSONNEL

20.1 APPOINTMENT AND TENURE:

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

20.2 BOARD MEMBERSHIP CREITERIA:

Matching the needs of the company and enhancing the competencies of the board are thebasis for the Nomination and Remuneration Committee to select a candidate for appointmentto the Board. When recommending a candidate for appointment the Nomination andRemuneration Committee: Assess the appointee against a range of criteria includingqualification age experience positive attributes independence relationshipsdiversity of gender background professional skills and personal qualities required tooperate successfully in the position and has discretion to decide adequacy of suchcriteria for the concerned position; Assess the appointee on the basis of merits relatedskills and competencies. No discrimination is made on the basis of religion caste creedor gender.

20.3 BOARD COMPOSITION CATEGORY OF DIRECTORS MEETING AND ATTENDANCE RECORD OF EACHDIRECTORS:

The company has a balanced Mix of executive and Non-executive Independent Directors. Asat March 31 2021 the board of directors comprises of 6 Directors out of which 4 arenon-Executive including two woman directors. The Chairman is non- executive andIndependent director of the company. The number of Independent Directors is 4 which is incompliance with the stipulated Two-third of the total Number of Directors. All independentDirectors are persons of eminence and bring a wide range of expertise and experience tothe Board thereby ensuring the best interest of stakeholders and the company. A briefprofile of the Directors is available on the Company's Website www.urjaglobal.in. AllIndependent Directors meet with the criteria of Independence as prescribed both undersub-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 thedefinition 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 sevenlisted entities and none of the Whole-time Directors are independent Directors of anyListed Company. None of the Directors on the Board is a member of more than 10 Committeesor 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 necessarydisclosure regarding committee position in other public companies have been made by thedirectors. 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 Boardas at March 31 2021 the attendance record of the Directors at the Board Meetings heldduring financial year 2020-21 and at the last Annual General Meeting (AGM) as also thenumber of directorships committee Chairmanships and Memberships held by them in otherPublic companies are given below:

I. Composition of Board of Directors

S:No

Name of Direc tor

DIN

Desig nation

Initial Date of appoi ntmen t

No. of Board Meeti ngs to be Held

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 (Refer 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 Mita Sinha 08067 460 Indep endent Director 14-02- 2018 9 9 Present 1 1 1 0
2 Payal Sharma 07190 616 Indep endent Director 27-05- 2020 9 6 Present 1 1 2 2
3 Yogesh Kumar Goyal 01644 763 Whol e- Time Direc tor 12-05- 2012 9 9 Present 1 0 1 0
4 Puneet Kumar Mohlay 01855 702 Indep enden t Direct or 01-05- 2008 9 1 Absent 1 1 1 0
5 Prithwi Chand Das 07224 038 Indep enden t Direct or 27-06- 2015 9 2 Absent 1 1 0 0
6 Dheeraj Kumar Shishod ia 07847 284 Managi ng Direct or 18-05- 2020 9 9 Present 1 0 1 0

 

Executive Director

Mr. Sunil Kumar Mittal pursuant to his resignation ceased to be the Whole TimeDirector of your Company on May 05 2020. The Board of Directors has placed on record hisdeep appreciation for the valuable services and guidance rendered by Mr. Sunil KumarMittal during his tenure as Whole-Time Director of the Company.

Mr. Dheeraj Kumar Shishodia was promoted from the position of the Chief ExecutiveOfficer to Additional Director of your Company with effect from May 18 2020. Further hewas appointed as a Managing Director of the Company on June 27 2020 subject to theapproval of Shareholders and the shareholders ratified the appointment in the previousAnnual General Meetingfor a term of five years upto June 26 2025.

The term of Mr. Yogesh Kumar Goyal as Whole-time Director was upto May 31 2021. TheBoard of Directors on the recommendation of the Nomination and Remuneration Committee hasre-appointed Mr. Yogesh Kumar Goyal as Whole-time Director of theCompanyfor a furtherperiod of one year from June 01 2021 to May 31 2022 subject to approval ofshareholders.

 

Independent Director

The term of Ms. Payal Sharma as Independent Directorwasfor the second term of five yearfrom May 27 2020 to May 26 2025. Hence there is no requirement for reappointment of thesame.

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

 

Director's retiring by Rotation

In accordance with the Act and the Article of Association of the Company Mr. YogeshKumar Goyal Whole-time Director (DIN: 01644763)is liable to retire by rotation at theensuing AGM and being eligible has offered himself for re-appointment as the Director.Accordingly the re-appointment of Mr. Yogesh Kumar Goyal as Whole-time Director is beingplaced 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 Noticeconvening the ensuing AGM.

 

Key Managerial Personnel

In terms of Section 203 of the Act Mr. Arun Bhardwaj who was appointed by the Board ofDirectors as Chief Executive Officer (CEO) with effect from 18th May 2020resigned w.e.f 02nd September 2020. Mr. Dilpreet Singh Sahi was appointed asChief Financial Officer (CFO) of the Company on 18th May 2020 and he resignedfrom the post of Chief Financial Officer (CFO) as on 02nd September 2020. Inhis place Mr. Krishna Kumar Bansal was appointed as Chief Financial Officer (CFO) of thecompany on 07th October 2020. Mr. Arvind Bhargava who was appointed asChiefOperating officer (COO) of the company on 18th May 2020 has resigned from thepost of Chief Operating officer (COO) on 02nd September 2020.

Ms. Manisha Jain who was appointed as Company Secretary of the Company with effect from18th May 2020 resigned on 15th September 2020. In her place Ms.Niyukti K Singh was appointed as Company Secretary with effect from07thOctober 2020 whoresigned from the post of Company Secretary on 08th January2021. In place of her Ms. Neha Shukla was appointed as Group Company Secretary with effectfrom 08th January 2021.

21. RELATED PARTY TRANSACTIONS

All Transactions with the related parties are placed before Audit and Risk ManagementCommittee ("the committee") for its approval. All related party transactionsthat were entered into during the FY 2020-21 were on an arm's length basis and were in theordinary course of business and in accordance with the provisions of the Act and the rulesmade thereunder the listing regulations and company's policy on Related Partytransactions.

During the year there are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons 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 FormAOC-2 interms of Section 134 of the Act and Rules framed thereunder.The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website of the Companyatwww.urjaglobal.in

22. AUDITORS

22.1. STATUTORY AUDITORS

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

Auditors' Report

The Report of Auditors of the CompanyM/s ASHM & Associates Chartered Accountantson the Annual Accounts of the Company- Standalone and Consolidated with SubsidiaryCompanies forms part of this report. The report does not contain any adverse remarks orqualification on accounts of the Company from the Statutory Auditors.

The notes on Financial Statements referred to in the Auditors' Report areself-explanatory 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 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 Act.

22.2. 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 andactivities of the Company was undertaken by the Internal Auditors of the CompanyM/s SNVA& Company Chartered Accountants.

There were no adverse remarks or qualification on accounts of the Company from theInternal Auditors.

The Board of Directors of the Company has appointed M/s SNVA & Company CharteredAccountants 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 2021-22.

22.3. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedM/S Nupur Jain & Associates Company Secretaries for conducting Secretarial Audit ofthe Company for the Financial Year 2021-22.

Pursuant to Amendment in SEBI (Listing Obligations & Disclosure Requirements

Regulations) 2015 the Secretarial Audit is to be conducted of the Company's Material

Unlisted Subsidiary Company incorporated in India and its Secretarial Audit Report isto be annexed with the Annual Report of the Listed Entity. Therefore the Board ofDirectors had appointed M/S Nupur Jain & Associates Company Secretaries forconducting Secretarial Audit of the Material Unlisted Subsidiary Entity i.e. Sahu Minerals& Properties Limited for the Financial Year 2021-22.

The Secretarial Audit Report of both the Companies for Financial Year 2020-21 isannexed herewith as "Annexure-B"

23. 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 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules and the disclosurespertaining to ratio of remuneration and other details as required under Section 197(12) ofthe 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 theAnnual Report excluding the aforesaid information is being sent to the members of theCompany and others entitled thereto. The said information is available for inspection bythe Members. The Members desiring inspection/ interested in obtaining copy thereof maywrite to the Company Secretary at cs@urjaglobal.in. The Annual Report including theaforesaid information is made available on the Company's corporate websitewww.urjaglobal.in.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall into the criteria of net worth turnover and profit forCorporate Social Responsibility (CSR) Pursuant to the provisions of Section 135 of theAct and Schedule VII thereto read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014.

Your Company remains committed as a good Corporate Citizen to integrate socialenvironmental and economic concerns in its values and operations to improve the welfareof the stakeholders and the Society as a whole in the financial year 2020-21 has incurredexpenditure amounting to Rupees 2.5 Lakhs to VanvasiRakshaParivaar Foundation. A briefoutline of the CSR activity and the report on CSR activities containing therein for theperiod under review is enclosed as Annexure II to this report.

VanvasiRakshaParivar Foundation was started in year 1996 and has established andsuccessfully running 70611 SanskarKendras. The aim is to fulfill the resolution of aneducated healthy prosperous cultured and organized Vanvasi India through Panchmukhieducation by reaching the relationship of the resident Shri Ram with the Vanvasi ShriHanuman.

25. 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 theCompanies (Accounts) Rules 2014 with respect to Conservation of Energy Technologyabsorption and Foreign Exchange Earnings Outgo is provided in "Annexure-C" andforms an integral part of this report.

26. RISK MANAGEMENT & INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Risk Management

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

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 details of the Risk Management Policy is explained in the Corporate GovernanceReport and also posted on the website of the Companyat www.urjaglobal.in.

Internal control system & their adequacy

Internal financial controls are an integral part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented and embedded in the business processes. The Company has laid down internalfinancial controls through a combination of entity level controls process level controlsand IT general controls inter-alia to ensure orderly and efficient conduct of businessincluding adherence to the Company's policies and procedures accuracy and completeness ofaccounting records and timely preparation and reporting of reliable financialstatements/information safeguarding of assets prevention and detection of frauds anderrors.

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 SNVA & Company Chartered Accountants InternalAuditors of the Company submit their report periodically which is placed before the Boardand reviewed by the Audit Committee.

27. VIGIL MECHANISM

Your Company has established a Vigil Mechanism and adopted a Whistle Blower policy inline 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 matterssuch as unethical behavior actual or suspected fraud or violation of the Company's codeof conduct or ethics policy or any other malpractice impropriety or wrongdoingsillegality of regulatory requirements. The mechanism adopted by the Company encourages toreport genuine concerns or grievances and provides for adequate safeguards againstvictimization of Whistle Blower who avail of such mechanism and also provide for directaccess to the Chairman of the Audit Committee in appropriate or exceptional cases. Weaffirm that no employee of the Company was denied access to the Audit Committee. Theguidelines are designed to ensure that stakeholders may raise any concern on integrityvalue adherence without fear of being punished for raising that concern.

The details of the Whistle Blower Policy is explained in the Corporate GovernanceReport and also posted on the website of the Company at www.urjaglobal.in

28 . 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 2020-21 theapplicable accounting standards have been followed along with proper explanation relatingto 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 2021 and of the profitand loss of the Company for the year ended March 31 2021;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; d) The annualaccounts for the financial year ended March 31 2021have been prepared on a going concernbasis;

e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;

f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

29. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Prevention of Sexual Harassment (PoSH) the Company continues to follow all thestatutory requirements and guidelines in line with the provisions of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesframed thereunder. The PoSH Committee established as per the statutory requirementscontinues to operate in every Unit and at the registered office. In case of any instancesemployees are advised to approach the internal Committee and appropriate action in thisregard is initiated post detailed review of the matter. The Company stands strong againstany 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 harassmentfrom any employee of the Company.The policy on prevention of sexual harassment at theworkplace as approved by the Board is uploaded on the Company's website atwww.urjaglobal.in

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

There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatement relates on the date of this Report.

After the closure of Financial Year ended March 31 2021 and date of this reportfollowing material changes took place:-

1. Second Wave of Covid-19 Pandemic: The outbreak of Coronavirus (COVID-19) pandemicglobally and in India is causing significant disturbance and slowdown of economicactivity. In many countries businesses are being forced to cease or limit theiroperations for long or indefinite periods of time. Measures taken to contain the spread ofthe virus including travel bans quarantines social distancing and closures ofnon-essential services have triggered significant disruptions to businesses worldwideresulting in an economic slowdown. COVID-19 is significantly impacting business operationof the companies.

2. Investigation by the GST Department at the premises of the Company dated 20th July2021. 3. In matter related to GST Mr.Krishan Bansal Chief Financial Officer and Mr.YogeshKumar Goyal Whole Time Director of the Company was Detained by DGGI Officials.

31. 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.

32. MANAGEMENT DISCUSSION AND ANALYSIS

The detailed Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of Listing Regulations is presented in a separate sectionforming part of the Annual Report.

33. SECRETARIAL STANDARDS

During the year under review your Company has complied with the Secretarial Standards1 and 2 on meetings of the Board of Directors and on General Meetings respectivelyissued by the Institute of Company Secretaries of India with effect from 1st October 2017and notified by the Ministry of Corporate Affairs in terms of Section 118 (10) of theAct.

34. APPRECIATIONS AND ACKNOWLEDGEMENT

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

We regret the loss of lives due to COVID-19 pandemic. We are deeply grateful and haveimmense respect for every individual who risked their life and safety to fight thispandemic.

Your Directors are also happy to place on record their sincere appreciation to thecooperation 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 Dheeraj Kumar Shishodia Yogesh Kumar Goyal
Date: 23.07.2021 Managing Director Whole Time Director

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