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 Company's 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
Board's 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 Board's
functioning, individual Director's effectiveness and contribution to the Board's
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 company's 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
(JV's) 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 Kendra's.
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 company's 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 company's 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 company's HR policies and
Industry-leading remuneration practices aims to attract and retain top talent, thus
supporting the company's 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 company's 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 Company's corporate website.
19. Director's 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 Company's
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.
Director's 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 arm's 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 company's 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
Company's 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
Company's 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 Company's corporate
website www.urjaglobal.in.
23. Corporate Social Responsibility
The objective of the Company's Corporate Social Responsibility
(CSR') initiatives is to improve the quality of life of communities through
long-term value creation for all stakeholders. The Company's 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 Company's 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 Company's 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 Company's
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 Company's 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.
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On behalf of the Board of Directors URJA GLOBAL LIMITED |
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Sd/- |
Sd/- |
Place: New Delhi |
Mohan Jagdish Agarwal |
Yogesh Kumar Goyal |
Date: 02.05.2023 |
Managing Director |
Whole Time Director |
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