Home  »  Company  »  Sulabh Eng.&Ser.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Sulabh Engineers & Services Ltd.

Mar 31, 2015

Dear Shareholders,

The is indeed and honor for Board of Directors to present the 32nd Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2015.

FINANCIAL RESULTS:

2014-2015 2013-2014 (Rs.) (Rs.)

Income 10808529 9020251

Profit/(Loss) before interest & dep. 8382631 5986169

Less:

Interest 229629 142833

Depreciation 591115 521602

Profit / (Loss) Before Tax 7561887 5321734

Current Tax 2500000 1692956

Deferred Tax 79935 48590

5141822 3677368

RESULTS OF OPERATIONS AND STATE OF AFFAIRS

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

- Total Revenue increased by 19.83% to 10808529 (Previous year 9020251).

- Profit before interest & dep. increased by 25.61% to 8153002 (Previous year 5843336).

- PAT increased by 39.82% to 5141822 (Previous year 3677368).

The increase in the Total Revenue, Profit before interest & dep. and PAT during the year is attributable to larger deployment of funds and recovery of dues during the year.

ASSET GROWTH

Total Assets of the Company stood at Rs. 221733302/- as compared toRs.215718274/- during the last year, showing an increase of 2.79%.

DIVIDEND

Directors are of the view that the area of operation the company should be increased. For that Company needs to conserve the financial resources for meeting financial requirements of those future business projects. Hence it was decided by your director not to declare any dividend this year.

TRANSFER TO RESERVES

The Company transferred an amount of 10, 28, 364 to the Special Reserves under section 45IC of RBI Act, during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is provided in the Annual Report.

SUBSIDIARY COMPANIES

As on March 31, 2015, the Company has the following subsidiaries:

1. Rodic Coffee Estates Private Limited.

The audited financial statements, the Auditors Report thereon and the Board's Report for the Company's subsidiaries for the year ended March 31, 2015 are available on the website of the Company. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

MATERIAL SUBSIDIARIES

There are no material subsidiaries of the Company. The Policy for determining material subsidiaries 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 states that:

a) in preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 by the Company and that such financial controls are adequate and are operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that the systems are adequate and are operating effectively.

CORPORATE GOVERNANCE

The Company has been observing best governance practices and is committed to adhere to the Corporate Governance requirements on an ongoing basis. A separate section on Corporate Governance and a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

Company has not entered into any related parties transactions.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the requirement of Section 135 of Companies Act 2013 for applicability of Corporate Social Responsibility.

RISK MANAGEMENT

The Board of Directors of the Company has constituted Risk Management Committee which is entrusted with the responsibility to assist the Board in identification and mitigation of risks associated with the business of the Company. The details of the Risk Management Committee is provided in the Report on Corporate Governance forming part of this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures 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 the Articles of Association of the Company Mrs. Seema Mittal, retires by rotation at the ensuing Annual General Meeting and offers herself for reappointment.

During the year under review, the members approved the appointment of Mr. Rakesh Chand Agarwal, Mr. Rajiv Agarwal, and Mr. Umesh Khandelwal as Independent Directors who are not liable to retire by rotation.

Shri Santosh Kumar Agarwal, a non executive director submitted his resignation to the Board on May 30, 2015 due to other preoccupations. The same was accepted by the Board in its meeting held on May 30, 2015. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Shri Santosh Kumar Agarwal towards the growth and development of the company during his tenure as a director.

Shri Vivek Khanna, an Independent director submitted his resignation to the Board on May 30, 2015 due to other preoccupations. The same was accepted by the Board in its meeting held on May 30, 2015. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Shri Vivek Khanna towards the growth and development of the company during his tenure as a director.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

FORMAL ANNUAL PERFORMANCE EVALUATION

The Board has carried out an annual performance evaluation of Independent Directors, Board, and other individual Directors as per the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Process of evaluation was followed as per the Policy laid down in this regard.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection of Directors, determining Directors independence and payment of remuneration to Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is stated in the Report on Corporate Governance.

FAMILIARIZATION PROGRAM

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at www.sulabh.org.in

AUDITORS AND AUDITORS' REPORT Statutory Auditors

M/s. Satish Soni & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on financial statements referred to in the Auditors Report are self–explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Gopesh Sahu, Company Secretary in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

DISCLOSURES Audit Committee

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 played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit 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.

Stakeholders' Relationship Committee

The Committee met two times during the year. There is no unresolved pending investor grievance.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration payable to them and other employees. The Nomination and Remuneration Committee met twice during the year.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. The WBP may be accessed on the Company's website at the link www.sulabh.org.in

Meetings of Board

Six meetings of the Board of Directors were held during the year, the details of which are provided in Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Particulars of Loans, Investments, Guarantees

Not applicable being a Non-Banking Finance Company. However the details of the investments made by company are given in the notes to the financial statements.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However, there is a system of proper check and control in order to avoid unnecessary wastage of power and energy.

Foreign Exchange earnings and outgo is NIL.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this Report.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Reserve Bank of India Directions

Your Company is non-banking finance company (NBFC). Accordingly, during the year, Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal.

Company has complied with the directives issued by the Reserve Bank of India under the Non Banking Financial Companies (Reserve Bank of India) Directions, 2007, as amended from time to time.

Increase in Share Capital

The paid up equity capital as on March 31, 2015 was Rs.100475000/-. During the year under review, the Company has not issued shares with differential voting rights nor has issued any sweat equity. As on March 31, 2015, none of the Directors of the Company hold any convertible instruments of the Company.

Disclosure under Sexual Harassment of Women

Company has Sexual Harassment Policy in place and available on Company's website. During the year under review, there were no complaints from any of the employee.

Suspension of Trading

BSE has suspended trading in the securities of the Company w.e.f. 07 January 2015 pursuant to directions received from SEBI as a surveillance measure until further notice.

ACKNOWLEDGMENTS

The Board of Directors Yours Directors acknowledge with thanks for the support extended by the bankers, business associates, clients, consultants, advisors, shareholders, investors and the employees 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 from the Reserve Bank of India, SEBI, NSE & BSE and all other statutory and/or regulatory bodies.

For and on behalf of the Board

Sd/- Sd/-

Manoj Kumar Agarwal Rakesh Chand Agarwal

CEO and Whole Time Director Director

DIN: 01767926 DIN: 3539915

Place: Kanpur

Date: May 30, 2015


Mar 31, 2014

Dear Shareholders,

The Board of Directors feel privileged to present the 31st Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs.inRs.000) (Rs.inRs.000)

Income 9020.25 11008.76

Profit/(Loss) before interest & dep. 5986.16 7145.74

Less:

Interest 142.83 526.59

Depreciation 521.60 363.32

Profit / (Loss) Before Tax 5321.73 6255.83

Provision for Taxation 1692.95 2000.00

Deferred Tax 48.59 33.69

3677.37 4289.52

OPERATIONAL RESULTS:

During the year under review, the company has received an income of Rs. 9020.25 (in 000) as compared to the previous year income of Rs. 11008.76 (in 000) and earned a profit after tax of Rs. 3677.37 thousand as compared to the previous year profit of Rs. 4289.52 thousand. Though the performance of company is marginally less in comparison of the last year still your directors are trying to improve the performance of the company and are hopeful for the better result of the company in the next financial year.

EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT, FOR NOT ATTACHING THE BALANCE SHEET OF THE SUBSIDIARY COMPANIES:

In view of the directions issued by the Ministry vide General Circular No: 2 /2011, dated 08.02.2011 in regard to exemption under Section 212(8) of the Companies Act, for not attaching the balance sheet of the subsidiary concerned; therefore, Board of Directors of your Company have given their consent for not attaching the balance sheet of the subsidiary concerned. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

DIVIDEND:

To invest in new projects and increase the area of operation, Company needs to conserve the financial resources of the company for meeting financial requirements of those future business projects. It was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Company has not accepted any deposit prescribed U/s 58A of the companies Act 1956 during the financial year 2013-14.

AUDITORS:

Satish Soni & Co., Chartered Accountants, from whom company has received a certificate that his appointment as Auditors, is within the limit as laid down u/s 139 of the companies Act, 2013, shall hold office from the conclusion of this Annual General Meeting to the conclusion of 34th Annual General Meeting subject to approval of Shareholders in every Annual General Meeting.

CHANGE IN MANAGEMENT & TAKEOVER:

There is no change in the management of the company during the Financial Year.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 217 (2AA) of Companies Act 1956, Your Directors subscribe to the Directors Responsibility statement and confirm as under:

i. That the preparations of the annual accounts, the applicable accounting

standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the Profit of the company for that period.

iii. That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial.

DIRECTORS:

The Board of the company is duly constituted.

C.A. Vivek Khann and CA Umesh Chand Khandelwal who were appointed as Additional Director are eligible to be appointed as regular Director and offers themselves to be appointed at the AGM.

None of the Directors is Disqualified u/s 164 of the companies Act, 2013.

AUDITORS REPORT:

The observation as per Auditors Report is self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 49 of the Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

LISTING OF SHARES:

The Company''s shares are listed with the Bombay Stock Exchange Ltd., 1st Floor, P.J.Towers, Dalal Street, Mumbai and Uttar Pradesh Stock Exchange Ltd., Padam Tower, 14/113, Civil Lines, Kanpur.

RISK AND INTERNAL ADEQUACY:

The company has adequate internal control procedures commensurate with its size and nature of its business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy. Foreign Exchange earnings and outgo is NIL.

EMPLOYEES:

The particulars as required u/s217 (3A) of the companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs.500000/- or more per month if employees for apart of the year of Rs.6000000/-if employed throughout the period.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.

By the Order and on behalf of the Board of Directors SULABH ENGINEERS AND SERVICES LTD.

SD/- SD/ PLACE: KANPUR Manoj Kumar Agarwal Rakesh Chand Agarwal DATE : 28-05-2014 DIRECTOR DIRECTOR


Mar 31, 2013

Dear Shareholders,

The Directors take pleasures in presenting the 30th Annual Report together with Audited statement on the business and ope rations of the company forthe year ended on 31st March, 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs.in''000) (Rs.in''OOO)

Income 11008.76 3782.90

Profit/(Loss) before interest &dep. 6619.15 2013.47 Less:

Interest 0.00 0.00

Depreciation 363.32 0.28

Profit/(Loss) Before Tax 6255.83 2013.19

ProvisionforTaxation 2000.00 533.20

Deferred Tax (33.69) 0.00

Profit after Tax 289.52 1479.99

OPERATIONAL RESULTS:

During the year under review, the company has received an income of Rs. 11008.76 thousand as compared to the previous year income of Rs. 3782.90 and earned a profit after tax of Rs. 4289.52 thousand as compared to the previous year profit of Rs. 1479.99 thousand. Though the performance of company is better than the last year still your directors are trying to improve the performance of the company and are hopeful for the better result of the company inthe next financial year.

EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT, FOR NOT ATTACHING THE BALANCE SHEET OFTHESUBSIDIARYCOMPANIES:

In view of the directions issued by the Ministry vide General Circufar No: 2 /2D11, dated 08.02.2011 in regard to exemption under Section 212(8) of the Companies Act, for not attaching the balance sheet of the subsidiary concerned; therefore, Board of Directors of your Company have given their consent for not attaching the balance sheet of the subsidiary concerned. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of detaiis of accounts of subsidiaries to any shareholder on demand.

DIVIDEND:

In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Company has not accepted any deposit prescribed U/s 58A of the companies Act 1956 during the financial year 2012-13.

AUDITORS:

Satish Soni & Co., Chartered Accountants, from whom company has received a certificate that his appointment as Auditors, is within the limit as laid down 224(1 B) of the companies Act, 1956, shall hold office from the conclusion of this Annual General Meeting to the conclusion of 31st Annual General Meeting.

CHANGE IN MANAGEMENT & TAKEOVER:

There is no change in the management of the company during the Financial Year. RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 217 (2AA) of Companies Act 1956, Your Directors subscribe to the Directors Responsibility statement and confirm as under:

i. That the preparations of the annual accounts, the applicable accounting standards have been followed along with properexplanation relating to material departures. a That the Directors have selected such accounting policies and applied them consistently and made

"¦ [udgment 23SSSS reasonable and prudent so as to give a true and fa* view of the state of affairs of the company at the end of financia! year and of the Prof* of the company for that period. iii That the directors have taken proper and sufficient care of the maintenance of adequate accounting records

InaccordancS and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basts.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial.

DIRECTOR:

The Board ofthe company is duly constituted.

Shri Niranjan Swaroop Gael who was appointed as Additional Director is eligible to be appointed as regular Director and offers himself to be appointed at the AGM. None of the Directors is Disqualified u/s 274(1) (g) of the companies Act, 1956.

AUDITORS REPORT:

The observation as per Auditors Rportis self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 49 ofthe Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of corporate Governance forms part ofthe Annual Report.

LISTING OF SHARES:

The Company''s shares are listed with the Bombay Stock Exchange Ltd., 1 st Floor, P. J.Towers, Dalai Street, Mumbai and Uttar Pradesh Stock Exchange Ltd., Padam Tower, 14/113, Civil Lines, Kanpur.

RISK AND INTERNAL ADEQUACY:

The company has adequate internal control procedures commensurate with its *^J^.°^^ ^ Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement. CONSERVATION OFENERGYANDTECHNOLOGYABSORPTION ANDFOREIGNEXCHANGEEARNINGOUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading act vSes a''nd usSe powe9r Ling devices by implementing the advanced and latest technology ¦« «Â™ ^ operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy. Foreign Exchangeearnings and outgo is NIL.

EMPLOYEES:

The particulars as required u/s217 (3A) of the companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs.500000/- or more per month if employees for apart of the year of Rs.6000000/-if employed throughout the period.

ACKNOWLEDGE

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities. By the Order and on behalf of the Board of Directors

SULABH ENGINEERS AND SERVICES LTD.

SDA SD/

PLACE: KANPUR Manoj Kumar Agarwal Rakesh Chand Agarwal

DATE : 28-05-2013 DIRECTOR DIRECTOR


Mar 31, 2012

The Directors take pleasures in presenting the 29th Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2012.

FINANCIAL RESULTS: 2011-2012 2010-2011 (Rs.in'000) (Rs.in'000)

Income 3782.90 272.88

Profit/(Loss) before interest & dep. 2013.19 67.42

Less:

Interest 0.00 0.00

Depreciation 0.28 0.03

Profit / (Loss) Before Tax 2013.19 67.39

Provision for Taxation 0.00 0.00

Provision for Taxation For earlier year 0.00 0.00

1479.99 67.39

OPERATIONAL RESULTS:

During the year under review, the company has received an income of Rs.3782.90 Thousand as compared to the previous year income of Rs.272,88 and earned a profit after tax of Rs.2013.19 thousand as compared to the previous year profit of Rs.67.39 thousand. Though the performance of company is better than the last year still your directors are trying to improve the performance of the company and are hopeful for the better result of the company in the next financial year.

DIVIDEND:

In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Your company has not accepted any deposit prescribed U/s 58A of the companies Act 1956 during the financial year.

AUDITORS:

Satish Soni & Co., Chartered Accountants, from whom company has received a certificate that his appointment as Auditors, is within the limit as laid down 224(1B) of the companies Act, 1956, shall hold office from the conclusion this Annual General Meeting to the conclusion of 30th Annual General Meeting.

CHANGE IN MANAGEMENT & TAKEOVER:

There is no change in the management of the company during the Financial Year.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 217 (2AA) of Companies Act 1956, Your Directors subscribe to the Directors Responsibility statement and confirm as under:

i. That the preparations of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the Profit of the company for that period.

iii. That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial,

DIRECTOR:

The Board of the company is duly constituted and there has been no change in the composition of the board.

Shri Santosh Kumar Agarwal is eligible to retire by rotation at the AGM.

None of the Directors is Disqualified u/s 274(1) (g) of the companies Act, 1956.

AUDITORS REPORT:

The observation as per Auditors Rport is self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 49 of the Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

LISTING OF SHARES:

The Company's shares are listed with the Bombay Stock Exchange Ltd., 1st Floor, P.J.Towers, Dalai Street, Mumbai and Uttar Pradesh Stock Exchange Ltd., Padam Tower, 14/113, Civil Lines, Kanpur. The company had made preferential allotment of 70, 00,000 equity shares on 22-03-2012 in respect of which proper intimation has been given to the stock exchanges and the listing approval for the same has been granted by BSE Ltd. Trading permission from BSE Ltd and listing approval as well as trading permission from UPSE Ltd is being awaited.

RISK AND INTERNAL ADEQUACY:

The company has adequate internal control procedures commensurate with its size and nature of its business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy. Foreign Exchange earnings and outgo is NIL.

EMPLOYEES:

The particulars as required u/s217 (3 A) of the companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs.500000/- or more per month if employees for apart of the year of Rs.6000000/-if employed throughout the period.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.

By the Order and on behalf of the Board of Directors

SULABH ENGINEERS AND SERVICES LTD.

PLACE: KANPUR

DATE : 16-07-2012 SD/- SD/

Manoj Kumar Agarwal Deepa Mittal

DIRECTOR DIRECTOR


Mar 31, 2011

Dear Shareholders

The Directors take pleasures in presenting the 28th Annual Report together with Audited Statements on the business and operations of the Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS:

2010-2011 2009-2010 (Rs. in '000) (Rs. in '000)

Income 272.88 719.65

Profit/(Loss) before interest & dep. 67.42 583.54

Less:

Interest 0.00 0.00

Depreciation 0.03 0.03

Profit/(loss) before tax 67.39 583.51

Provision for taxation 0.00 39.00

Provision for taxation for earlier year 0.00 2.35

Profit/Loss after tax 67.39 542.16

OPERATIONAL RESULTS

During the year under review, the company has received an income of Rs. 272.88 thousand as compared to the previous year income of Rs. 719.65 and earned a profit after tax of Rs. 67.39 thousand as compared to the previous year profit of Rs. 542.16 thousand. Your directors are trying to improve the performance of the Company and are hopeful for the better result of the Company in the next financial year.

DIVIDEND

In view to conserve the financial resources of the Company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT

Your Company has not accepted any deposit prescribed U/s 58A of the Companies Act 1956 during the financial year.

AUDITORS

Rakesh Soni & Co., Chartered Accountants, retiring as Auditors, from whom company has received a Certificate, their appointment is made shall be with in limit as laid down 224(1B) of the Companies Act, 1956 and Rakesh Soni & Co., Chartered Accountants, are eligible offer for re-appointment.

CHANGE IN MANAGEMENT AND TAKEOVER

The Business carried on by the Company has been taken over by the New Management in pursuance with the SEBI (Substantial Acquisition of Shares And Takeover) Regulations 1997 in and proper intimation and disclosures have been made to all the concerned authorities i.e. Stock Exchanges, RBI, Registrar of Companies and Securities Exchange And Board of India and the approvals has been granted for the same by the authorities.

SUCCESSFUL COMPLETION OF PUBLIC OFFER

The Share Purchase Agreement in the matter of takeover process had been entered into between the Acquirers and the old Promoters of the Company and Public Announcement and an open offer had been made by the Acquirer in pursuance with SEBI (Substantial Acquisition of Shares And Takeover) Regulations, 1997. The takeover process has been completed successfully by fulfilling all the norms prescribed by the SEBI.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

As stipulated in Section 217(2AA) of Companies Act 1956, your Directors subscribe to the Directors Responsibility statement and confirm as under:

i. That the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the Profit of the company for that period.

iii That the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv That the Directors have prepared the Annual Accounts on a going concern basis.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial.

DIRECTOR

The Board of the Company is duly constituted and there has been complete change in the composition of the Board, as the Company has been taken over by the new management during the financial year.

As none of the directors of the Company is a regular director, no one is eligible to retire by rotation at the AGM.

None of the Directors is disqualified u/s 274(l)(g) of the Companies Act, 1956.

AUDITORS REPORT

The observation as per Auditors Report are self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES

As the Company is required to comply with Clause 49 of the Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of Corporate Governance forms part of the Annual Report.

LISTING OF SHARES:

The Company's shares are listed with the Uttar Pradesh Stock Exchange Association Limited, Padam Tower, 14/113, Civil Lines, Kanpur and Bombay Stock Exchange Limited, 1st Floor, P.J. Towers, Dalal Street, Mumbai. The Company had made preferential allotment of 2800000 equity shares on 21.03.2011 in respect of which proper intimation has been given to the Stock exchanges and the listing approval for the same along with trading permission has been granted by the both the Stock Exchanges.

RISK AND INTERNAL ADEQUACY:

The Company has adequate internal control procedures commensurate with its size and nature of its business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy. Foreign Exchange earnings and outgo is Nil.

EMPLOYEES:

The particulars as required U/S 217(3A) of the Companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs. 500000/- or more per month if employees for apart of the year of Rs. 6000000/- if employed throughout the period.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and Govt. Authorities.

By the Order and on Behalf of the Board of Directors SULABH ENGINEERS AND SERVICES LIMITED

SD/- SD/- Manoj Kumar Agarwal Deepa Mittal DIRECTOR DIRECTOR

PLACE: KANPUR DATE : 05.09.2011




Mar 31, 2010

The Directors have the pleasure in submitting their 27th Report for the Accounting Year ended on 31st March 2010.

FINANCIAL & OPERATIONAL RESULT

The Company has earned a profit of Rs. 5,42,159/- during the period after making provision for taxes. Barring unforeseen circumstances your directors expect better results during the coming year.

Dividend:

Your directors recommend a dividend of Rs. 0.60 per shares for the year ended 31-03-2010.

Directors:

Shri Ajay K. Sharma will retire from the Board by rotation and being eligible will be proposed for re-election as director at the ensuing Annual General Meeting.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956,for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a `going concern basis.

Personnel:

There are no employees covered within the ceiling of the remuneration prescribed under Section 217 (2A) of the Companies Act, 1956.

Auditors :

Messrs. Tulsyan & Tulsyan, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Compliance Certificate under Companies Act, 1956.

Compliance Certificate issued in terms of the provisions of Section 383A of the Companies Act 1956 by Company Secretaries to the effect that the Company has complied with the applicable provisions of the said Act is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Considering the nature of business of the Company there are no particulars furnished in this report relating to conservation of energy and technology absorption. There were no foreign exchange earnings or outgo during the year.

NBFC Regulations

(a) The company has been registered with RBI as NBFC.

(b) The Board of Directors of the Company has passed a resolution for non-acceptance of any public deposits.

(c) The Company has not accepted any public deposits during the year under reference and there are no outstanding balances of public deposits.

(d) The company has complied with the prudential norms relating to income recognition, mandatory accounting standards, asset classification and provisioning of bad and doubtful debts as applicable to NBFCs.

For and on behalf of the Board

Place: Kanpur V.K.Jhunjhunwala

Dated: 24/05/2010 Director



 
Subscribe now to get personal finance updates in your inbox!