Mar 31, 2016
Dear Shareholders,
It is indeed and honor for Board of Directors to present the 33rd Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2016.
FINANCIAL RESULTS:
Particulars |
2015-16 (Rs.) |
2014-15 (Rs.) |
Revenue From Operations |
10,051,617 |
10,804,242 |
Other Income |
4,705 |
4,287 |
Total Income |
10,056,322 |
10,808,529 |
Profit/(Loss) Before Interest & Dep. |
7,512,164 |
8,382,631 |
Less: Interest |
13,184 |
229,629 |
Less: Depreciation |
365,979 |
591,115 |
Profit / (Loss) Before Tax |
7,133,001 |
7,561,887 |
Less: Current Tax |
2,200,000 |
2,500,000 |
Less: Deferred Tax |
34,707 |
79,935 |
Net Profit After Tax |
49,67,708 |
51,41,822 |
RESULTS OF OPERATIONS AND STATE OF AFFAIRS
The highlights of the performance during the year under review are as under:
- Total Revenue from Operations decreased by 6.97% to Rs.10,051,617/- (Previous year Rs.10,804,242/-).
- Profit Before Interest & Dep. decreased by 10.38% to Rs.7,512,164/- (Previous year Rs.8,382,631/).
- PAT decreased by 3.39% to Rs.4,967,708/- (Previous year Rs.5, 141,822/-).
ASSET GROWTH
Total Assets of the Company stood at Rs.226,709,020/- as compared to Rs.221,733,302/- during the last year, showing an increase of 2.24%.
SHARE CAPITAL
The paid up equity capital as on March 31, 2016 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, 2016, none of the Directors of the Company hold any 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. 9, 93, 542/- 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, 2016, 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, 2016 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, 2016, 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, 2016 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 as stipulated under Part C of Schedule V and a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance, as stipulated under Part E of Schedule V of the SEBI (Listing Obligation and Discloser Requirements) 2015 forms part of this Annual Report.
RELATED PARTY TRANSACTIONS
There are no Related Party Transactions made by the Company and hence, enclosing of Form AOC-2 is not required.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the requirement of Section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility and so the Company is not required to contribute towards CSR for the financial year under review.
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 adequate internal controls. Internal Auditors report to the Chairman of the Audit Committee of the Board and ensure compliances 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.
Mr. Umesh Khandelwal an Independent director submitted his resignation to the Board on October 01, 2015 due to other preoccupations. The same was accepted by the Board in its meeting held on October 28, 2015.
Mrs. Sudeepti Srivastava, Company Secretary was appointed as an Additional Director by the Board with effect from December 31, 2015, pursuant to Section 161 of the Companies Act, 2013, and shall hold office up to the date of the ensuing AGM. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with a deposit of 1, 00,000/- proposing the candidature of Mr. Sudeepti Srivastava for the office of Independent Director, to be appointed as such under the provisions section 149, 150 and 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of Independence provided 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 the SEBI (Listing Obligation and Discloser Requirements) 2015. The Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate Meeting.
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
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Company''s policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on Company''s website.
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 is 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
CS Gopesh Sahu, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2015-16 as required under section 204 of the Companies Act, 2013 and the rules there under. The Secretarial Audit report for the financial year 2015-16 forms part of the Annual Report as "Annexure A" to the Board''s 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. The details of which are provided in Report on Corporate Governance.
Stakeholders'' Relationship Committee
The Committee had four meetings during the year. The details of which are provided in Report on Corporate Governance. 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 held two meetings during the year. The details 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 system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The WBP may be accessed on the Company''s website at the link www.sulabh.org.in
Risk Management
The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company''s business and document their process of risk identification, risk minimization, risk optimization as a part of a Risk Management Policy/ strategy.
The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary. One meeting of the Risk Management Committee was held during the year. The details of which are provided in Report on Corporate Governance.
Meetings of Board
The Board of Directors held nine meetings 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
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 Act, 2013 are given in the Note no. 9 & 10 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 to conservation of energy and technology absorption .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
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2016 made under the provisions 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 Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure C ".
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.
Disclosure under Sexual Harassment of Women
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. & also available on Company''s website. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed off during 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 and Disclosure Requirements,2015 is annexed herewith as "Annexure D".
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, and Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015 as amended from time to time.
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 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/-
Rajiv Agarwal Rakesh Chand Agarwal
Director Director
DIN:03445523 DIN:3539915
Place: Kanpur
Date: May 30, 2016
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 selfÂexplanatory 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
¦« « ^ 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