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Sulabh Engineers & Services Ltd.

BSE: 508969 Sector: Financials
NSE: N.A. ISIN Code: INE673M01029
BSE 00:00 | 22 Mar 0.89 0
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NSE 05:30 | 01 Jan Sulabh Engineers & Services Ltd
OPEN 0.89
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VOLUME 100
52-Week high 9.84
52-Week low 0.68
P/E 22.25
Mkt Cap.(Rs cr) 9
Buy Price 0.88
Buy Qty 100.00
Sell Price 0.89
Sell Qty 4190.00
OPEN 0.89
CLOSE 0.89
VOLUME 100
52-Week high 9.84
52-Week low 0.68
P/E 22.25
Mkt Cap.(Rs cr) 9
Buy Price 0.88
Buy Qty 100.00
Sell Price 0.89
Sell Qty 4190.00

Sulabh Engineers & Services Ltd. (SULABHENGINEERS) - Director Report

Company director report

Stakeholders

Board of Directors is privileged to present with great honor this 35thAnnual Re port together with Audited statement on the business and operations of thecompany for the year ended on 31st March 2018.

FINANCIAL RESULTS(STANDALONE):

Particulars 2017-18 (INR.) 2016-17 (INR.)
Revenue From Operations 8723125 9231455
Other Income - 9989
Total Income 8723125 9241444
Profit/(Loss) Before Interest & Dep. 6251437 6343778
Less: Interest 643 758
Less: Depreciation 83103 214197
Profit / (Loss) Before Tax 6167691 6128823
Less: Current Tax 1500000 1900000
Less: Deferred Tax 46526 +16433
Tax expense of previous year 5494 287235
Net Profit After Tax 4615671 3958021

RESULTS OF OPERATIONS AND STATE OF AFFAIRS (STANDALONE)

The highlights of the performance during the year under review are as under:

• Total Revenue from Operations decreased by 5.61% to Rs. 8723125 (as com pareto Previous year Rs. 9241444/).

• Profit Before Interest & De p. decreased to 1.46% Rs. 6251437/- (as p erPrevious year Rs. 6343778/-).

• profit after tax of the Company increased by 16.62% in the current financialyear which amounts to Rs. 4615671 as com pared to Previous year Rs. 3958021/

FINANCIAL RESULTS (CONSOLIDATED)

Particulars 2017-18 (INR.) 2016-17 (INR.)
Revenue From Operations 48439597 52265416
Other Income - 798963
Total Income 48439597 53064379
Profit/(Loss) Before Interest & Dep. 34911895 37450578
Less: Interest 2600425 6909256
Less: Depreciation 609757 863443
Profit / {Loss} Before Tax 31701713 29677879
Less: Current Tax 1500000 1900000
Less: Deferred Tax 28928 287235
Tax expense of previous year 5494 (21265)
Net Profit After Tax 30167291 27511909

RESULTS OF OPERATIONS AND STATE OF AFFAIRS {CONSOLIDATED}

The highlights of the performance during the year under review are as under:

• Total Revenue from Operations decreased by 8.72% to Rs. 48439597 (as com p areto Previous year Rs. 53064379/).

• Profit Before Interest & Dep. decreased to 6.78% Rs. 34911895/- (as perPrevious year Rs. 37450578/-).

• Even profit after tax of the Company increased by 9.65% in the current financialyear which amounts to Rs. 30167291as compared to Previous year Rs. 27511909/.

SHARE CAPITAL

The paid up equity capital as on March 31 2018 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 2018 none of the Directors of the Company holdany convertible instruments of the Company.

DIVIDEND

It was decided by the Board not to declare any dividend this year.

TRANSFER TO RESERVES

The Company transferred an amount of Rs. 923134/- to the Special Reserves under section45IC 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.

SUBSIDIARY COMPANIES

As on March 31 2018 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 2018 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.

MATERIAL SUBSIDIARIES

There are no material subsidiaries of the Company. The Policy for determining materialsubsidiaries as ap proved 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 2018the 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 2018 and of the profit ofthe Com p any for the year ended on that date;

c) the Directors have taken pro per 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 Com p any and that such financial controls are adequate and are operating effectively;

f) The Directors have devised pro per systems to ensure compliance with the provisionsof all applicable laws and that the systems are adequate and are Operating effectively.

CORPORATE GOVERNANCE

As was disclosed in the last year annual's re port The Company has been observingbest governance practices and is committed to adhere to the Corp orate Governancerequirements on an ongoing basis. A separate section on Corp orate Governance asstipulated under Part C of Schedule V and a certificate from the Practicing CompanySecretary regarding compliance of conditions of Corporate Governance as stipulated underPart E of Schedule V of the SEBI (Listing Obligation and Discloser Requirements) 2015forms p art of this Annual Re port.

RELATED PARTY TRANSACTIONS

The related Party transactions entered by the Com p any have been clearly identified inNote No. 23 & Note no. 27 (Standalone and Consolidated) respectively in the balancesheet section annexed to this re port. Form Aoc 2 Is attached as Annexure E.

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 mandatorilyrequired to contribute towards CSR for the financial year under review.

FIXED DEPOSITS:

Your Company has not accepted any de posits within the meaning of Section 53 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Com p any has adequate internal controls. Internal Auditors re p ort to theChairman of the Audit Committee of the Board and ensure compliances with operating-systems accountin- procedures and policies at all locations of the Com p any and itssubsidiaries.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the com p any is duly constituted.

As all the other directors except Mr. Manoj Kumar A-arwal are Independent and NonExecutive and are not liable to retire by rotation and Mr. Manoj Kumar A-arwal himselfbein- the Wholetime Director of the com p any Therefore pursuant to the provisions ofSection 152 of the Com p anies Act 2013 and the Articles of Association of the CompanyMrs. Seema Mittal retires by rotation at the ensuin- Annual General Meetin- and offersherself for reap p ointment

Mr. Rajiv A-arwal an Inde pendent Director rendered his resi-nation to the Companywith effect from March 16 2018 citin- the reason of other commitments. The Board took thenote for the same on May 19 2018.

Mr. Dee pak A-arwal who was ap pointed as an Additional Director (Inde pendent) of theCom p any in the Board Meetin- held on May 19 2018 and whose re-ularization is pendin-for the shareholders a p proval at the ensuin- Annual General Meetin-.

Mr. Diwaker Dubey who has been actin- as the Com p any Secretary and Com plianceOfficer of the Company rendered his resi-nation letter on June 9 2018 which was taken onrecord in the duly convened Board Meetin- held on June 26 2018. Therefore kee pin- inmind the vacancy created due to this resi-nation the Board (on the recommendation ofNomination & Remuneration Committee) decided to a p point Mr. Siddharth Dwivedi as thenew Company Secretary and the Com pliance Officer of the Company.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Com p any has received declaration from all the Inde pendent Directors underSection 149(5) of the Com p anies Act 2013 in res p ect of meetin- the criteria of Inde pendence provided under Section 149(6) of the said Act. & Re-ulation 16 (1)(b) of theSEBI (Listing Obli-ation and Discloser Requirements) 2015.

FORMAL ANNUAL PERFORMANCE EVALUATION

Pursuant to Section 158(2) of the Com p anies Act 2013 & Re-ulation 15 (10) of theSEBI (Listin- Obli-ation 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 Inde pendent Director was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman andNon-Inde pendent Director was carried out by the Independent Director at their se parateMeeting held on 30th Day of March 2018.

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 Re port on CorporateGovernance.

FAMILIARIZATION PROGRAM

On appointment the concerned Director is issued a Letter of A p p ointment setting outin detail the terms of appointment duties responsibilities and expected timecommitments. The details of program for familiarization of Independent Directors with theCom p any their roles rights responsibilities in the Com p any and related matters areput up on the website 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

Statutory Auditors

M/s Sunil Soni & Co. was appointed as statutory auditors of the com p any as p erthe provisions of section 139 and 141 of the Companies Act 2013 and rules made thereunder after obtaining written consent to act as statutory auditor of the Company. For aperiod of five years commencing from the conclusion of 34th Annual GeneralMeeting to the conclusion of 39th Annual General Meeting.

The resolution for ratification of their a p pointment is placed before theshareholders for their ap proval.

The Notes on financial statements referred to in the Auditors Re p ort are self-explanatory and do not call for any further comments. The Auditors' Re port does not containany qualification reservation or adverse remark.

Secretarial Auditor

CS Go p esh Sahu Practicing Com p any Secretary was appointed to conduct SecretarialAudit of the Company for the financial year 2017-18 as required under section 204 of theCompanies Act 2013 and the rules there under. The Secretarial Audit re port for thefinancial year 2017-18 forms p art of the Annual Re p ort as "Annexure A" to theBoard's Re p ort.

The Secretarial Audit Re p ort does not contain any qualification reservations oradverse remark.

DISCLOSURES

Audit Committee

The Audit Committee com prises 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 Re p ort on Corporate Governance.

Stakeholders' Relationship Committee

The Committee had four meetings during the year. The details of which are provided inRe p ort on Corp orate Governance. There is no unresolved p ending 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 re port 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 re p ort to the ComplianceOfficer and have direct access to the Chairman of the Audit Committee. The WBP may beaccessed on the 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 im pact analysis and pre paresrisk mitigation plans if necessary.

Meetings of Board

The Board of Directors held five meetings during the year the details of which areprovided in Re p ort 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 Com p any has not given any loans and guarantees.Details of Investments covered under the provisions of Section 186 of the Com p anies 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 p er the provisions of Section 134(3) (m) of the Com p anies Act 2013 relating toconservation of energy and technology absorption .there is a system of pro p er 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 2018 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".

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 tem p orary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment com plaints received and dis posed offduring the year:

a) No. of Com plaints received: Nil

b) No. of Com plaints dis p osed 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 Com p any is non-banking finance com p any (NBFC). Accordingly during the yearCom p any has not acce pted any de posits from the public and there were no de positswhich become due for re p ayment or renewal.

Com p any has com plied with the directives issued by the Reserve Bank of India underthe Non Banking Financial Companies (Reserve Bank of India) Directions 2007 andNon-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions 2015 asamended from time to time.

ACKNOWLEDGMENTS

The Board of Directors acknowledge with thanks for the su p port extended by thebankers business associates clients consultants advisors shareholders investors andthe Employees of the Company and subsidiaries for their continued co-o peration and su pport.

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/-

Manoj Kumar Agarwal

Whole Time Director DIN:017679 Sd/-

Rakesh Chand Agarwal

Director DIN:035399 Place: Kanpur Date: May 29 20