Your Directors have pleasure in presenting their 37thAnnual Report togetherwith the Audited Accounts of the Company for the Year ended March 31 2018.
FINANCIAL RESULTS: in Lac
|Particulars ||Standalone Results ||Consolidated Results |
| ||March 31 ||March 31 ||March 31 ||March 31 |
| ||2018 ||2017 ||2018 ||2017 |
|Total Income ||796.06 ||704.24 ||796.14 ||704.24 |
|Total Expenses ||777.67 ||688.41 ||778.73 ||688.95 |
|Profit before Depreciation Finance Cost & Taxation ||18.39 ||15.83 ||17.41 ||15.29 |
|Less: Depreciation ||0.54 ||0.22 ||0.54 ||0.22 |
|Profit before Tax ||17.85 ||15.61 ||16.87 ||15.07 |
|Less: Current Tax ||4.63 ||4.67 ||4.63 ||4.67 |
|Less: Deferred Tax ||(0.03) ||- ||(0.03) ||- |
|Profit / Loss for the year ||13.25 ||10.94 ||12.27 ||10.40 |
|Other Comprehensive Income (OCI) (N et of Tax) ||- ||- ||- ||- |
|Total Comprehensive Income ||13.25 ||10.94 ||12.27 ||10.40 |
|Add: Balance of Retained Earnings brought forward from ||3.85 ||(4.88) ||(2.07) ||(10.26) |
|previous year || || || || |
|Less: Transfer toReserve ||2.65 ||2.19 ||2.65 ||2.19 |
|Less: Dividend pay-out including Tax on Dividend ||6.88 ||- ||6.88 ||- |
|Income Tax for earlier year ||- ||0.02 ||- ||0.02 |
|Balance of Retained Earningscarried to Balance sheet ||7.57 ||3.85 ||0.67 ||(2.07) |
Note: The above figures are extracted from the Standalone and Consolidated FinancialStatements as per the Indian Accounting Standards (Ind AS).
The Board of Directors are pleased to recommend the Final Dividend @ 00.10/- on perEquity Shares which shall be subject to approval and declaration at the 37thAnnual general Meeting of the Company to be held on the 28thS eptember 2018.
TRANSFER TO RESERVE:
The Company proposes to transfer an amount of 2.65 Lac to the Reserve. An amountof 3.7 2 Lac is proposed to be retained in the Statement of Profit and Loss.
Your Company experienced a continued growth resulting an uplift to the Revenue fromOperation (Gross)that stood at 795.80 Lac (approx.) for the financial year 2017-18 ascompared to 701.96 Lac (approx.) for the financial year 2016-17. On account of such yourCompany was able to generate higher Profit (net of Tax) of 13.25 Lac (approx.) for thisfinancial year indicating a substantial uplift by 21.12% (approx.) of the Profit marginas compared to previous financial year.
The Consolidated Profit (net of Tax) for the period under review experienced a growthas well by 17.98 % (approx.) leading the Net Profit to stand at 12.27 Lac as compared to10.40 Lac generated at the previous financial year.
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report and there has been nochange in the nature of business.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Management Discussion and Analysis Report forms an integral part of this Report andgives details of the overall Industry Trends and Developments Opportunities and ThreatsRisk and Concern Company's Outlook and Company's Internal Control and System during theFinancial Year 2017-18 is annexed as "Annexure-1" forming part of thisReport.
The Company is engaged in the business of providing Non-Banking Financial Services forwhich a continuous demand in the domestic market exists. Considering the present marketscenario and overall economy of the domestic market your Company is expecting asubstantial higher demand in the domestic market during the next couple of years that willeventually pave the scope of business for your Company in the existing market and providethe opportunity in terms of an expanded and higher standard for the business operation ofthe Company in the near future.
The Issued Subscribed and Paid-up Equity Share Capital of the Company as on March 312018 stood at .572.175 Lakhs comprising of 5721750 Equity Shares of 10/- each. Duringthe financial year under review there was no alteration to the Issued and Paid-Up EquityShare Capital neither in form of addition reduction nor by any other means. Hence thePaid-up Equity Share Capital remained same compared to March 31 2017.
Your company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring. Apart from that during the financial year under reviewyour Company has not issued any security and/or debt instrument in any manner to raise anyfund.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review there were no significant or material order passed by theany Regulators or Courts or Tribunals impacting the going concern status and the Company'soperations in future.
INTERNAL FINANCIAL CONTROL:
Your Company has a proper and adequate system of Internal Financial Control in order tobe commensurate with the size scale and nature of the operations of the Company. Thesystem is designed to adequately ensure that financial and other records are reliable forpreparing financial information and other data and for maintaining accountability ofassets. The Internal Auditor of the Company monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with accountingprocedures and policies of the Company. The main thrust of internal audit is to test andreview controls appraisal of risks and business processes besides benchmarking controlswith best practices in the industry. The Report is presented before the Audit Committeefor review at regular intervals.
DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:
The Company has 14 Wholly Owned Subsidiaries as on 31st March 2018. Apartfrom the 14 (fourteen) Wholly Owned Subsidiaries your Company neither has any AssociateCompany nor entered into any Joint Venture as on 31st March 2018.
The Company has formulated a policy on determining material subsidiaries of theCompany which has been uploaded on the Company's website at the web link:http://www.sujalagroup.com/attachmnt/disclosure/policy%20for%20determining%20material%20%20subsidiaries.pdf
The Consolidated Financial Statements of the company and its Wholly Owned Subsidiariesduly audited by the Statutory Auditors are presented in the Annual Report. TheConsolidated Financial Statement have been prepared in strict compliance with applicableIndian Accounting Standards (IND AS) and where applicable Listing Obligations andDisclosure Requirements (LODR) as prescribed by the Securities and Exchange Board ofIndia.
The Financial Statements as stated above are also available on the website of theCompany and can be accessed at the web-link: http://www.sujalagroup.com/index.html.
Pursuant to the provisions of the Companies Act 2013 the statement containing thesalient feature of the financial statement of a Company's Subsidiary or SubsidiariesAssociate Company or Companies and Joint Venture or Ventures is given as
REPORT ON THE CORPORATE GOVERNANCE:
The Company is committed in maintaining the highest standards of Corporate Governanceand adheres to the stipulations prescribed set out under SEBI (Listing Obligations andDisclosures Requirements) Regulation 2015.
The Company has obtained a Certificate from M/s G C Bafna& Co CharteredAccountants the Statutory Auditor of the Company regarding compliance ofCorporate Governance under Regulation 27 of (Listing Obligations & DisclosureRequirements) Regulations 2015.
A Report on Corporate Governance in compliance with the Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the year underreview together with the Auditors' Certificate thereon is annexed as "Annexure-3"forming part of this Report.
MEETINGS OF THE BOARD OF DIRECTORS:
The Notices and Agenda of the Meetings of Board of Directors held during the financialyear under review were prepared and circulated to all the Directors. The details of whichare given in the Corporate Governance Report in "Annexure-3". Theintervening gap between the Meetings was within the limit as prescribed under theCompanies Act 2013.
MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of your Company met once during the year without the presenceof any Executive Directors and Management Executives.
The Independent Directors met on that Meeting to take note of the following activities: the performance of non-Independent Directors and the Board as a whole;
the performance of the Chairperson of the Company taking into account the viewsof Executive Directors and Non- Executive Directors; the parameters forevaluation of Independent Directors; and the quality quantity and timeliness offlow of information between the Company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board comprises of 4 (four) Directors as on 31st March 2018 namely:
Mr. Subhadeep Mukherjee designated as the Managing Director (Executive Director)
Ms. Anjana Gupta(Non-Executive Independent Director)
Mr. Gourav Goel (Non-Executive Independent Director)
Mr. Dhiraj Ram (Non-Executive Director)
In accordance with the provisions of section 152 of the Companies Act 2013 Mr. DhirajRam will retire by rotation at the forthcoming 37th Annual General Meeting tobe held on 28th September 2018 and being eligible for reappointment.
Your Company has two Key Managerial Personnel (KMP) as defined under section 203 of thecompanies Act 2013 along with Mr. Subhadeep Mukherjee designated as the ManagingDirector mentioned above namely Mr. Ashok Kumar Agrawal the Chief Financial Officer andMr. Prithwish Chatterjee the Company Secretary as on 31stMarch 20 18. Ther isa change took place during the financial year under review. Ms. Punam Singh the CompanySecretary of the Company resigned from the office w.e.f. 24-09-2017 and in her place Mr.Prithwish Chatterjee joined the position of Company Secretary of the Company w.e.f.20-11-2017.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:
In the preparation of the annual accounts the applicable accounting standards havebeen followed.
The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review. The directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities. The Directors have preparedthe annual accounts on a going concern basis. The Directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. The Directors had devised proper system toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
Your Company has 2 (two) Independent Directors as on 31stMarch 2018 namelyMr. Gourav Goel and Ms. Anjana Gupta who have duly submitted the declaration ofindependence as required pursuant to section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in sub-section (6) of theCompanies Act 2013 and Rules made there under.
DETAILS OF BOARD COMMITTEE:
There are 3 Board Committees as on 31ST March 2018 viz. Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee. The detailsof composition terms of reference and meetings held and attended by the Committee membersof Audit Committee Nomination and Remuneration Committee and Stakeholders' RelationshipCommittee are provided in the Corporate Governance Report annexed as "Annexure-3".
The Company has established a Vigil Mechanism in compliance with the requirement ofprovisions of Section 177(9) of the Companies Act 2013 and Regulation 22 of theRegulation for the Directors and employees to report genuine concerns and grievances.This mechanism provides adequate safeguards against victimisation of employees anddirectors and also provide for direct access to the Chairperson of the Audit Committee inappropriate or exceptional cases. The said Policy is available at the Company's websiteand can be accessed through a web-link i.e.http://www.sujalagroup.com/attachmnt/disclosure/Vigil%20Mechanism.pdf
FORMAL ANNUAL EVALUATION AND ITS CRITERIA:
The Nomination and Remuneration Committee of the Board has formulated and laid downcriteria for annual evaluation of Directors pursuant to provisions of Section 178 of theCompanies Act 2013 and Listing Regulations and as per requirements of Section 134 of theAct the manner of evaluation is disclosed below A. The Board shall evaluate theroles functions duties of the Independent Directors (IDs) of the Company. Each ID shallbe evaluated by all other Directors except by the Director being evaluated. The Boardshall also review the manner in which IDs follow guidelines of professional conduct asspecified in Schedule IV to the Act. The adherence of Section 149 and aforesaid ScheduleIV by the IDs shall also be reviewed by the Board. B. Performance review of all theNon-Independent Directors of the Company on the basis of the activities undertaken bythem expectations of Board and level of participation. C. Performance review of Chairmanof the Company in terms of the level of competence of Chairman in steering the Company. D.The review and assessment of the flow of information by the Company to the Board and themanner in which deliberations take place the manner of placing Agenda and contentstherein. E. The review of the performance of Directors individually its own performanceas well as evaluation of working of its Committees shall be carried out by the Board. F.On the basis of performance evaluation it shall be determined by the Nomination &Remuneration Committee and Board whether to extend or continue the term of appointment ofID subject to all other applicable compliances. Further in terms of the requirements ofthe Act and the Listing Regulations the Board had carried out an annual evaluation of itsown performance the performance of Directors individually as well as evaluation of theperformance and working of its Committees at its meeting based on the criteria formulatedby the Nomination & Remuneration Committee. Meeting of Independent Directors: TheIndependent Directors of the Company held a separate meeting without the attendance ofNon-Independent Directors and members of the management for evaluation of the performanceof Non-Independent Directors the Board as a whole and Chairman of the Company and forconsideration of such other matters as required under the provisions of the Act.
CORPORATE SOCIAL RESPONSIBILITY:
Due to the non-applicability of the conditions for constituting the Corporate SocialResponsibility Committee such committee has not been formed by the company. The companyis under obligation to spend any amount on the matter.
The statement pertaining to particulars of employees including their remuneration asrequired to be reported under the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel)Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force) (the Rules) are provided in "Annexure-4" to thisReport. However as per the provisions of Section 136 of the Act the Reports and Accountsfor the Financial Year 2017-18 are being sent to the Members and other entitled theretoexcluding this statement. This statement is available for inspection by the Members at theRegistered Office of the Company during business hours on working days of the Company.
If any Member is interested in obtaining a copy thereof such Member may write to theCompany Secretary in this regard. The disclosures pertaining to the remuneration ofDirectors KMPs and employees as required under Section 197(12) of the Act read with Rule5(1) of the Rules are provided in "Annexure-4"to th is Report.
Pursuant to the provisions of Sec 139 of the Companies Act 2013 and the rules madethere under M/s G. C. Bafna& Co Chartered Accountants (Firm Registration No.319104E) has been appointed as the Statutory Auditor of the Company to hold office fromthe conclusion of the 36thA nnual General Meeting till the conclusion of the 41stAnnual General Meeting of the Company. During the year under review the Auditor has notreported any matter under Section 143(12) of the Act therefore no detail is required tobe disclosed under Section 134(3)(ca) of the Act.
The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed M/s. Saurav Jalan & Associates (Membership No: 49733) apracticing Company Secretaryas the Secretarial Auditor of the company for conductingsecretarial audit work for the financial year 2017-18.
Secretarial Audit Report for the year 2017-18 as issued in the prescribed form MR-3 isannexed herewith as "Annexure-5".
The said Secretarial Audit Report does not contain any qualification reservation oradverse remark.
In terms of the provisions of Section 138 of the Companies Act 2013 M/s.Santinath& Associates (FRN: 322317E) an Independent Firm of Chartered Accountantswere appointed as the Internal Auditor of the Company for the Financial Year 2017-18. TheAudit Committee in consultation with the Internal Auditor formulated the scopefunctioning periodicity and methodology for conducting the Internal Audit. The AuditCommittee inter-alia reviews Internal Audit Report.
The Board has re-appointed M/s. Santinath& Associates as Internal Auditor for theFinancial Year 2018-19 under the provisions of Section 138 of the Companies Act 2013.
During the Financial Year 2017-18 your Company has not accepted any deposit within themeaning of Sections 73 and 76 of the Act read together with the Companies (Acceptance ofDeposits) Rules 2014.
PARTICULARS OF LOANS INVESTMENTS GUARANTEES & SECURITIES:
Your Company is Non-Banking Financial company registered with RBI in this behalfengaged in the business of financing of Companies.
The company during the financial year under review has not given any loans / givenguarantees / provided Securities or made Investments which attracts the requirements ofsection 186 of the Companies Act 2013.
Your Company's Equity Shares are available for dematerialization through NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on March 31 2018 98.119 % of Equity Shares of your Company were held indematerialized form.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 an extract of annual return as on the Financial Year ended 31March 2018 in Form MGT 9 is annexed to this Report as "Annexure-6"
DISCLOSURE UNDER SEXUAL HARRASMENTOF WOMAN AT WORKPLACE (PREVETION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company does not have any female employee;therefore this issue doesn't arise.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Your Company has not entered into such transactions as defined under section 188of theCompanies Act 2013 with any of the Related Parties during the financial year underreview. Eventually There are no materially significant related party transactions enteredinto by the Company during that period.
RISK MANAGEMENT POLICY:
As of now your company has not identified any element of risk which may threaten theexistence of the company. Therefore having regard to the requirement of section 134(3)(n)of the Companies Act 2013 and & non-applicability of Regulation 21 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 your Company has neitherformulated any risk management policy nor has constituted a Risk Management Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to thecompany.
The company has not carried out any R&D activities also.
1. Conservation of Energy: Nil
2. Technology Absorption & Adoption: Nil
3. Foreign Exchange Earning & Outflow: Nil
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation andassistance. YourDirectors also acknowledges gratefully to the shareholders for their support andconfidence reposed on your Company.
|For and on behalf of the Board of Directors || |
|Place:Kolkata ||Subhadeep Mukherjee |
|Date: 28.05.2018 ||Chairman |