It is indeed and honor for Board of Directors to present the 33rd AnnualReport together with Audited statement on the business and operations of the company forthe year ended on 31st March 2016.
|Particulars ||2015-16 (Rs.) ||2014-15 (Rs.) |
|Revenue From Operations ||10051617 ||10804242 |
|Other Income ||4705 ||4287 |
|Total Income ||10056322 ||10808529 |
|Profit/(Loss) Before Interest & Dep. ||7512164 ||8382631 |
|Less:Interest ||13184 ||229629 |
|Less: Depreciation ||365979 ||591115 |
|Profit / (Loss) Before Tax ||7133001 ||7561887 |
|Less: Current Tax ||2200000 ||2500000 |
|Less: Deferred Tax ||+34707 ||+79935 |
|Net Profit After Tax ||4967708 ||5141822 |
RESULTS OF OPERATIONS AND STATE OF AFFAIRS
The highlights of the performance during the year under review are as under:
Total Revenue from Operations decreased by 6.97% to Rs.10051617/- (Previousyear Rs.10804242/-).
Profit Before Interest & Dep. decreased by 10.38% to Rs.7512164/-(Previous year Rs.8382631/-).
PAT decreased by 3.39% to Rs.4967708/- (Previous year Rs.5 141822/-).
Total Assets of the Company stood at Rs.226709020/- as compared to Rs.221733302/-during the last year showing an increase of 2.24%.
The paid up equity capital as on March 31 2016 was Rs.100475000/-. During the yearunder review the Company has not issued shares with differential voting rights nor hasissued any sweat equity. As on March 31 2016 none of the Directors of the Company holdany convertible instruments of the Company.
It was decided by the Board not to declare any dividend this year.
TRANSFER TO RESERVES
The Company transferred an amount of Rs. 9 93 542/- to the Special Reserves undersection 45IC of RBI Act during the year.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statement of the Company prepared in accordance withapplicable Accounting Standards specified under Section 133 of the Companies Act 2013read with Rule 7 of the Companies (Accounts) Rules 2014 is provided in the Annual Report.
As on March 31 2016 the Company has the following subsidiaries:
1. Rodic Coffee Estates Private Limited.
The audited financial statements the Auditors Report thereon and the Board's Reportfor the Company's subsidiaries for the year ended March 31 2016 are available on thewebsite of the Company. If any Member is interested in obtaining a copy thereof suchMember may write to the Company Secretary in this regard.
There are no material subsidiaries of the Company. The Policy for determining materialsubsidiaries as approved by the Board may be accessed on the Company's website atwww.sulabh.org.in
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 your Board of Directors statesthat:
a) In preparation of the annual financial statements for the year ended March 31 2016the applicable accounting standards have been followed and there are no materialdepartures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments 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 2016 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the annual accounts on a 'going concern basis';
e) the Directors have laid down proper internal financial controls to be followed bythe Company and that such financial controls are adequate and are operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that the systems are adequate and are operating effectively.
The Company has been observing best governance practices and is committed to adhere tothe Corporate Governance requirements on an ongoing basis. A separate section on CorporateGovernance as stipulated under Part C of Schedule V and a certificate from the PracticingCompany Secretary regarding compliance of conditions of Corporate Governance asstipulated under Part E of Schedule V of the SEBI (Listing Obligation and DiscloserRequirements) 2015 forms part of this Annual Report.
RELATED PARTY TRANSACTIONS
There are no Related Party Transactions made by the Company and hence enclosing ofForm AOC-2 is not required.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the requirement of Section 135 of the Companies Act 2013 forapplicability of Corporate Social Responsibility and so the Company is not required tocontribute towards CSR for the financial year under review.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal controls. Internal Auditors report to the Chairman ofthe Audit Committee of the Board and ensure compliances with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the company is duly constituted.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Seema Mittal retires by rotation at theensuing Annual General Meeting and offers herself for reappointment.
Mr. Umesh Khandelwal an Independent director submitted his resignation to the Board onOctober 01 2015 due to other preoccupations. The same was accepted by the Board in itsmeeting held on October 28 2015.
Mrs. Sudeepti Srivastava Company Secretary was appointed as an Additional Director bythe Board with effect from December 31 2015 pursuant to Section 161 of the CompaniesAct 2013 and shall hold office up to the date of the ensuing AGM. The Company hasreceived notice in writing under the provisions of Section 160 of the Companies Act 2013from a member along with a deposit of 1 00000/- proposing the candidature of Mr.Sudeepti Srivastava for the office of Independent Director to be appointed as such underthe provisions section 149 150 and 152 read with Schedule IV and any other applicableprovisions of the Companies Act 2013.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 in respect of meeting the criteria of Independenceprovided under Section 149(6) of the said Act. & Regulation 16 (1)(b) of the SEBI(Listing Obligation and Discloser Requirements) 2015.
FORMAL ANNUAL PERFORMANCE EVALUATION
Pursuant to Section 178(2) of the Companies Act 2013 & Regulation 17 (10) of theSEBI (Listing Obligation and Discloser Requirements) 2015. The Nomination and RemunerationCommittee has carried out evaluation of performance of every Director. The board hascarried out an Annual performance evaluation of its own performance of the Directorsindividually as well as evaluation of the working of its various Committees. Theperformance evaluation of Independent Director was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman andNon-Independent Director was carried out by the Independent Director at their separateMeeting.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection of Directors determining Directors independence and paymentof remuneration to Directors Key Managerial Personnel and other employees.
The Nomination and Remuneration Policy is stated in the Report on Corporate Governance.
On appointment the concerned Director is issued a Letter of Appointment setting out indetail the terms of appointment duties responsibilities and expected time commitments.The details of program for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company and related matters are put up on thewebsite of the Company at www.sulabh.org.in
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors Appointment and Remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 isavailable on Company's website.
AUDITORS AND AUDITORS' REPORT
M/s. Satish Soni & Co. Chartered Accountants Statutory Auditors of the Companyholds office till the conclusion of the ensuing Annual General Meeting and is eligible forre-appointment.
They have confirmed their eligibility to the effect that their re-appointment if madewould be within the prescribed limits under the Companies Act 2013 and that they are notdisqualified for re-appointment.
The Notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
CS Gopesh Sahu Practicing Company Secretary was appointed to conduct Secretarial Auditof the Company for the financial year 2015-16 as required under section 204 of theCompanies Act 2013 and the rules there under. The Secretarial Audit report for thefinancial year 2015-16 forms part of the Annual Report as "Annexure A" to theBoard's Report.
The Secretarial Audit Report does not contain any qualification reservations oradverse remark.
The Audit Committee comprises Independent Directors namely Mr. Rajiv Agarwal(Chairman) Mr.Rakesh Chand Agarwal and Mr. Manoj Kumar Agarwal as other members. TheAudit Committee played an important role during the year. It coordinated with theStatutory Auditors Internal Auditors and other key personnel of the Company and hasrendered guidance in the areas of internal audit and control finance and accounts. Allthe recommendations made by the Audit Committee were accepted by the Board.
Five meetings of the Audit Committee were held during the year. The details of whichare provided in Report on Corporate Governance.
Stakeholders' Relationship Committee
The Committee had four meetings during the year. The details of which are provided inReport on Corporate Governance. There is no unresolved pending investor grievance.
Nomination & Remuneration Committee
The Nomination and Remuneration Committee recommends to the Board the suitability ofcandidates for appointment as Key Managerial Personnel Directors and the remunerationpayable to them and other employees.
The Nomination and Remuneration Committee held two meetings during the year. Thedetails of which are provided in Report on Corporate Governance.
Vigil Mechanism / Whistle Blower Policy
In line with the best Corporate Governance practices Company has put in place a systemthrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The Employees and Directors may report to the Compliance Officerand have direct access to the Chairman of the Audit Committee. The WBP may be accessed onthe Company's website at the link www.sulabh.org.in
The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk management policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a RiskManagement Policy/ strategy.
The common risks inter alia are: Regulations Credit Risk Foreign Exchange andInterest Risk Competition Business Risk Technology Obsolescence Investments Retentionof Talent and Expansion of Facilities etc. Business risk inter-alia further includesfinancial risk political risk legal risk etc. The Board reviews the risk trendexposure and potential impact analysis and prepares risk mitigation plans if necessary.One meeting of the Risk Management Committee was held during the year. The details ofwhich are provided in Report on Corporate Governance.
Meetings of Board
The Board of Directors held nine meetings during the year the details of which areprovided in Report on Corporate Governance. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013.
Particulars of Loans Investments Guarantees
During the year under review the Company has not given any loans and guarantees.Details of Investments covered under the provisions of Section 186 of the Companies Act2013 are given in the Note no. 9 & 10 of Notes to the Financial Statements.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
As per the provisions of Section 134(3) (m) of the Companies Act 2013 relating toconservation of energy and technology absorption .there is a system of proper check andcontrol in order to avoid unnecessary wastage of power and energy.
Foreign Exchange earnings and outgo is NIL.
Extract of Annual Return
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2016 made under theprovisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as"Annexure B".
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as "Annexure C".
Details Of Significant And Material Orders Passed By The Regulators Or Courts OrTribunals Impacting The Going Concern Status And Company's Operations In Future
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
Disclosure under Sexual Harassment of Women
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013. & also available on Company's website. All women employees (permanentcontractual temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed offduring the year:
a) No. of Complaints received: Nil
b) No. of Complaints disposed off: Nil
MANAGEMENT DISCUSSION AND ANALYSIS
As per the requirements of Regulation 34(2)(e) of SEBI Listing Obligations andDisclosure Requirements2015 is annexed herewith as "Annexure D".
RESERVE BANK OF INDIA DIRECTIONS
Your Company is non-banking finance company (NBFC). Accordingly during the yearCompany has not accepted any deposits from the public and there were no deposits whichbecome due for repayment or renewal.
Company has complied with the directives issued by the Reserve Bank of India under theNon Banking Financial Companies (Reserve Bank of India) Directions 2007 and Non-BankingFinancial Companies - Corporate Governance (Reserve Bank) Directions 2015 as amended fromtime to time.
SUSPENSION OF TRADING
BSE has suspended trading in the securities of the Company w.e.f. 07 January 2015pursuant to directions received from SEBI as a surveillance measure until further notice.
The Board of Directors acknowledge with thanks for the support extended by the bankersbusiness associates clients consultants advisors shareholders investors and theemployees of the Company and subsidiaries for their continued co-operation and support.
The Board of Directors would also like to appreciate for the co-operation received fromthe Reserve Bank of India SEBI NSE & BSE and all other statutory and/or regulatorybodies.
|For and on behalf of the Board || |
|Sd/- ||Sd/- |
|Rajiv Agarwal ||Rakesh Chand Agarwal |
|Director ||Director |
|DIN:03445523 ||DIN:3539915 |
|Place: Kanpur || |
|Date: May 30 2016 || |