Board of Directors is privileged to present with great honor this 38thAnnual Report together with Audited statement on the business and operations of thecompany for the year ended on 31st March 2021.
FINANCIAL RESULTS (STANDALONE):
| || ||(Rs. in Lakhs) |
|Particulars ||2020-21 ||2019-20 |
| ||(INR.) ||(INR.) |
|Revenue From Operations ||95.79 ||57.54 |
|Other Income ||23.98 ||0.00 |
|Total Income ||119.77 ||57.54 |
|Profit/(Loss) Before Interest & Dep. ||96.85 ||35.49 |
|Less:Interest ||0.01 ||0.20 |
|Less: Depreciation ||9.85 ||2.90 |
|Profit / (Loss) Before Tax ||87.00 ||32.39 |
|Less: Current Tax ||28.87 ||8.10 |
|Less: Deferred Tax ||5.23 ||(9.78) |
|Net Profit After Tax ||52.90 ||34.07 |
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 Increased in current year to 108.15% to Rs.11977000 (as compare to Previous Year Rs. 5754000)
Profit Before Interest & Dep. Increased to 172.89% Rs. 9685000/- (as perPrevious year Rs. 3549000/-).
profit after tax of the Company is also Increased to 55.26% in the currentfinancial year which amounts to Rs. 5290000 as compared to Previous year Rs. 3407000/-
FINANCIAL RESULTS (CONSOLIDATED):
| || ||(in Lakhs) |
|Particulars ||2020-21 (INR.) ||2019-20 (INR.) |
|Revenue From Operations ||246.85 ||382.21 |
|Other Income ||1.29 ||0 |
|Total Income ||248.14 ||382.21 |
|Profit/(Loss) Before Interest & Dep. ||163.16 ||220.59 |
|Less:Interest ||0.01 ||0.20 |
|Less: Depreciation ||19.34 ||10.60 |
|Profit / (Loss) Before Tax ||143.81 ||209.79 |
|Less: Current Tax ||31.87 ||8.10 |
|Less: Deferred Tax ||5.23 ||(9.78) |
|Net Profit After Tax ||106.71 ||211.47 |
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 in current year to 35% to Rs.24814000 (as compare to Previous year Rs. 38221000/-)
Profit Before Interest & Dep. decreased to 26.03% Rs. 16316000/- (as perPrevious year Rs. 22059000/-).
Even profit after tax of the Company decreased to 49.54% in the currentfinancial year which amounts to Rs. 21147000 (as compared to Previous year Rs.21147000/-).
The paid up equity capital as on March 31 2021 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 2021 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. 1058000/- 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.
A statement containing the silent features of the financial statement of the subsidiaryin the prescribed Form AOC-1 are annexed (Annexure- E)
As on March 31 2021 the Company has the following subsidiary:
1. Rodic Coffee Estates Private Limited.
The audited financial statements the Auditors Report thereon and the Board's Reportfor the Company's subsidiary for the year ended March 31 2021 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.
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 2021the 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 2021 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.
As was disclosed in the last year annual's report The Company has been observing bestgovernance practices and is committed to adhere to the Corporate Governance requirementson an ongoing basis. A separate section on Corporate Governance as stipulated under Part Cof Schedule V and a certificate from the Practicing Company Secretary regarding complianceof conditions of Corporate Governance as stipulated under Part E of Schedule V of theSEBI (Listing Obligation and Discloser Requirements) 2015 forms part of this AnnualReport.
RELATED PARTY TRANSACTIONS
The related Party transactions entered by the Company have been clearly identified inNote No. 4.3 & Note no. 4.3 (Standalone and Consolidated) respectively in the balancesheet section annexed to this report. Form AOC-2 is attached as Annexure F.
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.
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.
All the other directors except Mr. Vimal Kumar Sharma and Mrs. Seema Mittal areIndependent and Non Executive Directors and are not liable to retire by rotation. As Mr.Vimal Kumar Sharma is the Managing Director of the company not liable to retire byrotation therefore pursuant to the provisions of Section 152 of the Companies Act 2013and the Articles of Association of the Company Mrs. Seema Mittal retires by rotation atthe ensuing Annual General Meeting and offers herself for reappointment.
Mr. Manoj Kumar Agarwal Whole Time Director rendered his resignation to the companywith effect from 03rd September 2020 due to order of SEBI. The Board took thenote for the same on September 04th 2020.
Mr. Vimal Kumar Sharma who was appointed as a Managing Director of the Company in theBoard Meeting held on October 13th 2020 and whose regularization is pending for theshareholders approval at the ensuing Annual General Meeting.
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 held on 31st March 2021.
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 Nominationand 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 Statutory Auditors
M/s Soni Sunil & Co. was appointed as statutory auditors of the company as per theprovisions of section 139 and 141 of the Companies Act 2013 and rules made there underafter obtaining written consent to act as statutory auditor of the company for a period offive years commencing from the conclusion of 34th Annual General Meeting to theconclusion of 39th Annual General Meeting.
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 the SecretarialAudit of the Company for the financial year 2020-21 as required under section 204 of theCompanies Act 2013 and the rules there under. The Secretarial Audit report for thefinancial year 2020-21 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.
Secretarial Auditor (Material Subsidiary Company)
CS Vaibhav Agnihotri Practicing Company Secretary conducted the Secretarial Audit ofRodic Coffee Estates Private Limited (Material Subsidiary of Sulabh Engineers and ServicesLimited) for the financial year 2020-2021 as per requirement under Regulation 24A of SEBI(Listing Obligation and Disclosures Requirement) Regulations 2015. Secretarial AuditReport of Material Subsidiary is also required to be attached with annual report ofholding company as "Annexure B" to the Board's Report.
The Audit Committee comprises Independent Directors namely Mr. Deepak Agarwal(Chairman) Mr. Rakesh Chand Agarwal and Mr. Vimal Kumar Sharma 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.
Four 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 one meeting 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 three 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 Officer and have direct accessto the Chairman of the Audit Committee. The WBP may be accessed on the Company's websiteat 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 six 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. 2.2 & 2.3 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.
Web Link of Annual Return
The Annual Return of the Company would be posted on the website of the company havingweb link as www.sulabh.org.in
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.
And 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 Requirements 2015 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 || |
|Seema Mittal ||Rakesh Chand Agarwal |
|Director ||Director |
|DIN:06948908 ||DIN: 03539915 |
|Place: Kanpur || |
|Date: 13th August 2021 || |