Dear Members,
The Board of Directors hereby submits the report of the business and
operations of your Company ("the Company" or "SBC"), along with the
audited financial statements, for the financial year ended March 31,2023. The consolidated
performance of the Company and its subsidiary has been referred to wherever required.
1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:-
The Companys financial performance for the financial year under review
along with previous years figures is given hereunder:-
(Amount in ‘000)
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
| Revenue from Operations |
18,80,544.56 |
16,81,573.34 |
19,57,259.76 |
16,88,511.30 |
| Other Income |
20,895.22 |
3,554.69 |
20955.93 |
3554.69 |
| Total Revenue |
19,01,439.78 |
16,85,128.03 |
19,78,215.69 |
16,92,065.99 |
| Total Expenditure |
18,09,659.65 |
16,29,113.39 |
18,85,225.49 |
16,35,631.81 |
| Profit/Loss before taxation |
91,780.13 |
56,014.64 |
92,990.20 |
56,434.18 |
| Less: Tax Expenses |
23,775.57 |
21,715.61 |
24056.94 |
21,852.77 |
| Profit /loss for the year |
68,004.57 |
34,299.03 |
68,933.26 |
34,581.41 |
2. OPERATIONS:-
The Company has reported consolidated revenue from operations is
^19,572.59 Lakhs and total standalone revenue from operations is ? 18805.44 Lakhs against
total consolidated revenue from operations is ^16,885.11 Lakhs and total standalone
revenue from operations is ? 16815.73 Lakhs for the previous year. The consolidated Net
profit for the year under review amounted to 1689.33 Lakhs and total standalone Net
profit of ? 680 Lakhs in the current year as compared to consolidated Net profit ?345.82
Lakhs and total standalone Profit incurred in last year amounting to ?343 Lakhs.
3. DIVIDEND
Based on the Companys performance, wherein, it has earned a Net Profit
of Rs. 680 Lakhs, The Board of Directors in its meeting held dated 11th August, 2023
recommended, a final dividend of f0.05/- per equity share (i.e 5% on the paid-up share
capital of f21,16,40,000/-) amounting to f 1,05,82,000/-, out of the profit for the year
2022-23, subject to the approval of shareholders in the AGM.
The dividend once approved by the Shareholders will be payable to those
members whose name appear in the Register of members as on the record date. The Register
of Members and Share Transfer Books of the Company will remain closed from Wednesday,
September 20, 2023 to Tuesday, September 26, 2023 (both days inclusive) and the record
date will be Tuesday, September 19, 2023 for the purpose of payment of dividend for the
financial year 2022-2023.
4. TRASNFER TO RESERVES
The General Reserve of the Company stood at ? 1375.57 Lakhs as at March
31,2023.
5. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Joint Ventures or Associate Company. The
Company has 1 Wholly Owned Subsidiary Company i.e Mauji Trip Limited running a business of
tour and travels.
Mauji Trip Limited is a leading company in the realm of travel and
tourism with an aim to redefine the world of travel and create unforgettable moments for
travellers. It provide a user-friendly interface for online flight ticket booking, hotel
booking, bus booking, and tour packages for all at an unbeatable price. Enjoy exclusive
discounts, steal deals, festive offers, zero convenience fees, expert travel guidance and
more. Let us turn your travel dreams into reality. Start yourjourney with Mauji Trip
Limited.
MaujiTrip is a reliable travel agency for online flight ticket booking
and guarantees amazing offers and the lowest airfare for both first-time users and old
customers. Find the flight tickets at the greatest value that perfectly aligns with your
budget and travel preferences. Special features such as instant notifications keep you
informed about the latest flight status, fare drops, and incredible discounts. So youll
never miss out on a great deal!!!
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY:-
There are no material changes or commitments, affecting the financial
position of the Company which haveoccurred between the end of the financial year of the
Company i.e. March 31, 2023 and the date of this report.
During the year under review period, the Company has signed Mr.
Gurmeet Choudhary (Indian Actor) and Ms. Rupali Bhushan (Indian Model and Ms. Jharkhand
2020) for the Companys Brand "F-route" promotion.
7. CHANGE IN SHARE CAPITAL
The Authorized Share Capital of your Company as at March 31, 2023
stands at Rs. 22,00,00,000 divided into 22,00,00,000 Equity Shares of Re. 1/- each. As at
March 31, 2023, the Issued, Subscribed and Paid-up Equity Share Capital of the Company
stood at Rs. 21,16,40,000 divided into 21,16,40,000Equity Shares of Re. 1/- each.
There was neither any issue of Equity shares with differential rights
as to dividend, voting or otherwise nor grant of any stock options or sweat equity under
any scheme during the year under review. As on March 31, 2023, none of the Directors of
the Company was holding any instrument convertible into Equity Shares of the Company.
8. DEPOSITORY SYSTEM
As the Members are aware, the shares of the company are tradable
compulsorily in electronic form and our Company has established connectivity with both
National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantages offered by the depository system, the
members are requested to avail the facility of Dematerialization of the Companys shares
on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE04AK01028.
9. CHANGE IN THE NATURE OF BUSINESS:-
There is no change in the nature of the business of the company in the
review period.
10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:-
During the year under review there has been not any such significant
and material orders passed by the regulators or courts or tribunals impacting the going
concern status and companys operations in future.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and Circular/ Notifications/ Directions issued by Reserve Bank of India
from time to time, the Management Discussion and Analysis of the financial condition and
result of consolidated operations of the Company for the year under review is presented in
a separate section forming part of the Annual Report as Annexure-I.
12. STATUTORY INFORMATION
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies
(Accounts) Rules, 2014 is annexed and forms an integral part of this Report. The statement
containing particulars of top 10 employees and the employees drawing remuneration in
excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in a separate Annexure forming part of the Report. In terms of proviso to Section
136(1) of the Act, the Report along with Accounts are being sent to the shareholders
excluding the aforesaid Annexure. The said Annexure is open for inspection at the
Registered Office of the Company. Any member interested in obtaining a copy of the same
may write to the Company Secretary at the Registered Office of the company, 21 days before
and upto the date of the ensuing Annual General Meeting during the business hours on
working days. None of the employees mentioned in the said statement is a relative of any
Director of the Company and none of the employees hold (by himself or along with his
spouse and dependent children) more than two percent of the equity shares of the Company.
13. CODES AND POLICIES
The details of the policies approved and adopted by the Board as
required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI)
regulations are provided in Annexure-II to the Boards report
14. DEPOSITS
During the year, the Company has neither accepted any deposits from the
public, nor does it have any scheme to invite any such deposits.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were on an arms length basis and in the
ordinary course of business under the Companies Act 2013 and not material under the
Listing Regulations and hence did not require members prior approval under the Companies
Act 2013 and the Listing Regulations. The particulars of contracts or arrangements with
related parties referred to in sub-section (1) of section 188 are attached as Annexure-III
in the Form AOC-2.
16. CORPORATE GOVERNANCE
Our Company has been practicing the principles of good corporate
governance as it is committed to maintain the highest standards of Corporate Governance
and believes in conducting its business with due compliance of the Regulation 34 (3) read
with Schedule V of the SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015 and other applicable laws. Integrity and transparency are key to our corporate
governance practices to ensure that we gain and retain the trust of our stakeholders at
all times. The Company has duly implemented the system of Corporate Governance and a
separate report on Corporate Governance practices followed by the Company, together with a
certificate from the Companys Auditors confirming compliance forms an integral part of
this Report as Annexure-IV.
17. AUDITORS AND AUDITORS REPORT
M/s. STRG & Associates, Chartered Accountants (FRN 014826N), having
its office at New Delhi has been appointed as the Statutory Auditors of the Company on 2nd
day of December, 2019 who shall hold their office for (5) Five Years i.e. from the
Financial Year 2019-20 to 2023-24. Further, the Auditors Report and Notes to the Accounts
referred to in the Auditors Report are self-explanatory and therefore, does not call for
any further comments and explanations. The observations of the Statutory Auditors, when
read together with the relevant notes to the accounts and accounting policies are
self-explanatory and do not calls for any further comment.
18. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions notified under Section 133 of the
companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and
Indian Accounting Standard ("Ind AS") 110 - Consolidated Financial Statements,
the audited consolidated financial statement forms part of the Annual Report.
19. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of Companies Act, 2013 and
Companies (Appointment and Remuneration of Managerial Personnel Rules) 2014, Company had
appointed M/s. Kumar Mandal and Associates, Company Secretaries in Practice on 22nd Day of
August, 2019 for the Financial Year 2019-20 and onwards, to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report for the financial year 2022-23 is
attached as Annexure-V
20. DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT. IF ANY
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013 that they continue to confirm the
criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and
Regulation 16 and 25 of of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Further Mr. Akshat Gupta and Mr. Vinod Kumar, Non- Executive
Independent Directors of the Company has resigned from their office as on date 18.05.2023.
21. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to code of Independent Directors in compliance with Schedule
IV the Companies Act, 2013 and rules made there under and regulation 25 (3) of the SEBI
Listing Regulations, 2015, a separate meeting of the Independent Directors of the Company
was held on August 19, 2022 to review the performance of Non- independent directors
(including the Chairman) and the Board as a whole. The Independent directors also reviewed
the quality, content and timeliness of the flow of information between the Management and
the Board and its committees which is necessary to effectively and reasonably perform and
discharge their duties.
22. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND KMPs
There were no changes in the composition of the Board of Directors and
KMPs during the review period.
Further Mr. Akshat Gupta and Mr. Vinod Kumar, Non- Executive
Independent Directors of the Company has resigned from their office as on date 18.05.2023.
23. RETIREMENT OF DIRECTOR BY ROTATION:
No Director is liable to retire by rotation at the ensuing Annual
General Meeting.
24. BOARDS INDEPENDENCE
Definition of ‘Independence of Directors is in conformity with
Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations.
Based on the confirmation / disclosures received from the Directors and on evaluation of
the relationships disclosed, the following Non-Executive Directors are Independent in
terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing
Regulations :-
1. Mr. Akshat Gupta
2. Mr. Vinod Kumar
3. Mrs. Manupriya Mishra
4. Mr. Amit Jaiswal and
5. Mr. Manish Gupta
Further Mr. Akshat Gupta and Mr. Vinod Kumar, Non- Executive
Independent Directors of the Company has resigned from their office as on date 18.05.2023.
The independent directors have submitted the declaration of
independence, as required under section 149(7) of the Companies Act, 2013, stating that
they meet the criteria of independence as provided in section 149(6) of the Companies Act,
2013.
25. NUMBER OF BOARD MEETINGS HELD
The Board meets at regular intervals to discuss and decide on policy
and strategy apart from other business discussions. However, in case of a special and
urgent business need, the Boards approval is taken by passing resolution(s) through
circulation, as permitted by law, which is confirmed in the subsequent Board Meeting.
During the Financial Year 2022-2023, the Board met on 4 (Four)
occasions viz. May 17, 2022; August 09, 2022; November 11, 2022 and February 03, 2023. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013.
26. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act,
2013, with respect to Directors Responsibility Statement, it is hereby stated that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgements 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 the
financial year and of the profit and loss of the company for that period;
(c) the Directors have taken proper and sufficient care for 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;
(d) the Directors have prepared the annual accounts on a going concern
basis;
(e) the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
27. BOARD ANNUAL EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and the corporate governance requirements as prescribed by the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015
(‘SEBI Listing Regulations).
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc.
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
• Expertise;
• Objectivity and Independence;
• Guidance and support in context of life stage of the Company;
• Understanding of the Companys business;
• Understanding and commitment to duties and responsibilities;
• Willingness to devote the time needed for effective contribution
to Company;
• Participation in discussions in effective and constructive
manner;
• Responsiveness in approach;
• Ability to encourage and motivate the Management for continued
performance and success.
The evaluation involves Self-Evaluation by the Board Member and
subsequent assessment by the Board of Directors. A member of the Board will not
participate in the discussion of his/her evaluation. Accordingly, a process of evaluation
was followed by the Board for its own performance and that of its Committees and
individual Directors and also the necessary evaluation was carried out by Nomination and
Remuneration Committee and Independent Director at their respective meetings held for the
purpose.
28. PARTICULARS OF EMPLOYEES
There were no employee in receipt of remuneration of Rs. 1.02 crores
Rupees per annum if employed for whole of the year or Rs. 8.50 Lakhs per month, if
employed for part of the year, whose particulars are required to be given under Rule 5(2)
and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System which is commensurate with
the size, scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit reports to the Chairman of the Audit Committee of the
Board and to the Managing Director. The Internal Audit Department reviews the
effectiveness and efficiency of these systems and procedures to ensure that all assets are
protected against loss and that the financial and operational information is accurate and
complete in all respects. Company policies, guidelines and procedures provide for adequate
checks and balances and are meant to ensure that all transactions are authorized, recorded
and reported correctly.
30. WHISTLE BLOWER POLICY /VIGIL MECHANISM
In compliance with the requirement of the Companies Act, 2013 and SEBI
Listing Regulations, the Company has established a Whistle Blower Policy / Vigil Mechanism
Policy that enables the Directors and Employees to report genuine concerns. The vigil
mechanism provides for (a) adequate safeguards against victimization of persons who use
the vigil mechanism; and (b) direct access to the Chairperson of the Audit Committee of
the Board of Directors of the Company in appropriate or exceptional cases.
No complaint of this nature has been received by the Audit Committee
during the year under review.
31. EXTRACT OF ANNUAL RETURN:-
The Company is maintaining a website where the extract of Annual Return
can be accessible. The Link of the website is www.sbcexportslimited.com.
32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143
(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:-
There were no frauds as reported by the Statutory Auditors under
sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under
other than those which are reportable to the Central Government.
33. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of section and 135 of the Companies Act, 2013
Corporate Social Responsibility (CSR) is not applicable to the Company during the year
under review so there are no disclosures required under section134 (3)(o) of the Companies
Act, 2013.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The provisions/requirement of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder are being
followed by the Company and the company is providing the proper environment of working to
all employees and has proper internal control Mechanism for prevention, prohibition and
redressal of sexual harassment at workplace. The Company has complied with the provisions
of constitution of Internal Complaints Committee under the Act. There were no
cases/complaints filed under this Act during the year under review.
35. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT. 2013
The particulars of loans given or guarantees given or investments made
or securities provided are given in notes to financial statements.
36. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to Key business objectives. Major risks identified by the Board and
systematically steps taken to mitigate on a continuous basis. The Companys internal
control system is commensurate with the nature of its business and the size and complexity
of operations
37. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of energy: Not applicable Technology absorption: Not
applicable
Foreign exchange earnings and outgo: There was no foreign exchange
inflow or Outflow during the year.
38. STATEMENT OF CAUTION
Statements in this Directors Report and Management Discussion and
Analysis describing the Companys objectives, projections, estimates, expectations or
predictions may be "forward-looking statements" within the meaning of applicable
securities laws and regulations. Actual results may differ materially from those expressed
or implied. Important factors that could make difference to the Companys operations
include raw material availability and its prices, cyclical demand and pricing in the
Companys principal markets, changes in Government regulations, Tax regimes, economic
developments within India and the countries in which the Company conducts business and
other ancillary factors.
39. APPRECIATION & ACKNOWLEDGEMENTS
Your Board of Directors would like to place on record their sincere
appreciation for the wholehearted support and contributions made by all the employees of
the Company as well as customers, dealers, agents, suppliers, Investors, consultants,
bankers and other authorities for their continued support and faith reposed in the
Company. The Directors also thank the Central and State Government of India and concerned
Government Departments/ Agencies for their cooperation. The directors appreciate and value
the contributions made by every member of the company.
| For SBC EXPORTS LIMITED |
|
| GOVINDJI GUPTA |
DEEPIKA GUPTA |
| Director |
Director |
| DIN:01632764 |
DIN:03319765 |
| Date: 23.08.2023 |
|
| Place: Sahibabad |
|
+91-9892691696
