Board of Directors is privileged to present with great honor this 34thAnnual Report together with Audited statement on the business and operations of thecompany for the year ended on 31st March 2017.
|Particulars ||2016-17 (INR.) ||2015-16 (INR) |
|Revenue From Operations ||9231455 ||10051617 |
|Other Income ||9989 ||4705 |
|Total Income ||9241444 ||10056322 |
|Profit/(Loss) Before Interest & Dep. ||6343778 ||7512164 |
|Less:Interest ||758 ||13184 |
|Less: Depreciation ||214197 ||365979 |
|Profit / (Loss) Before Tax ||6128823 ||7133001 |
|Less: Current Tax ||1900000 ||2200000 |
|Less: Deferred Tax ||+16433 ||+34707 |
|Tax expense of previous year ||287235 ||00 |
|Net Profit After Tax ||3958021 ||4967708 |
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 8.16% to Rs. 9241444 (Previous yearRs. 10051617/-).
Profit Before Interest & Dep. decreased by 15.55% to Rs. 6343778/- (Previousyear Rs. 7512164/-).
PAT decreased by 20.33% to Rs. 3958021 (Previous year Rs. 4967708/-).
Total Assets of the Company stood at Rs.229 247999/- as compared to Rs. 226709020/-during the last year showing an increase of 1.12%.
The paid up equity capital as on March 31 2017 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 2017 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. 1054687/- 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 2017 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 2017 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 at www.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 2017the 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 2017 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. Manoj Kumar Agarwal (DIN: 01767926) was appointed as Whole Time Director of theCompany for a period of five years with effect from 01 October 2016 to 30 September 2021pursuant to the provisions of Sections 196 197 & 203 read with Schedule V and otherapplicable provisions if any of the Companies Act 2013 The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (including any statutory modificationsor re-enactment(s) thereof for the time being in force.
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. M/s. Satish Soni& Co. Chartered Accountants have completed their tenure as mentioned under section139 of Companies Act 2013 and henceforth not eligible for re-appointment.
The Board authorized the Audit Committee to initiate the process of appointment ofstatutory auditor.
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 2016-17 as required under section 204 of theCompanies Act 2013 and the rules there under. The Secretarial Audit report for thefinancial year 2016-17 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.
The Audit Committee coordinated with the Statutory Auditors Internal Auditors andother key personnel of the Company and has rendered guidance in the areas of internalaudit and control finance and accounts.
All the 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
Risk Management framework
The Board has formulated Risk management policy including procedures and riskassessment to ensure that the Board its Audit Committee and its Executive Managementshould collectively identify the risks impacting the Company's business and take suitableaction for risk identification risk minimization and risk optimization.
The Board reviews the risk trend exposure and potential impact analysis and preparesrisk mitigation plans if necessary.
Meetings of Board
The Board of Directors held seven 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. 8 & 9 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 2017 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
BSE vide its notification no. 20170301-11 dated 01March 2017 has revoked the suspensionin trading of equity shares with effect from Monday March 06 2017.
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 (permanent contractualtemporary 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.
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
Manoj Kumar Agarwal Rakesh Chand Agarwal
Whole Time Director Director
Place: Kanpur Date: May 30 2017