To, The Members of SFC Environmental Technologies Limited
(Formerly known as SFC ENVIRONMENTAL TECHNOLOGIES PRIVATE LIMITED)
Your Directors are pleased to present 19th Annual Report of SFC
ENVIRONMENTAL TECHNOLOGIES LIMITED (Formerly known as of SFC ENVIRONMENTAL
TECHNOLOGIES PRIVATE LIMITED) along with the Audited Standalone and Consolidated
Financial Statements for the financial year ended 31st March, 2024.
FINANCIAL HIGHLIGHTS:
Our Company's financial performance for the financial year under
review is summarized below:
(INR in Millions)
|
Standalone |
Consolidated |
| Particulars |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| Revenue from operations |
5,219.22 |
4,117.72 |
6,583.92 |
5,196.86 |
| Other Income |
242.75 |
153.92 |
199.55 |
113.78 |
| Impairment gain on financial assets |
- |
- |
1.79 |
- |
Total Income |
5,461.96 |
4,271.64 |
6,785.26 |
5,310.64 |
Less: Expenses |
3,636.76 |
3,046.14 |
4,874.85 |
4,051.26 |
Profit/ (Loss) before Tax |
1,825.21 |
1,225.49 |
1,934.47 |
1,272.51 |
| Less: Tax (including deferred tax) |
478.43 |
318.50 |
492.74 |
324.42 |
Profit/(Loss) after Tax |
1,346.77 |
906.99 |
1,441.73 |
948.09 |
Profit for the year attributable to |
|
|
|
|
| a) Owners of the Group |
|
|
1,416.07 |
938.81 |
| b) Non-controlling interests |
NA |
NA |
25.66 |
9.28 |
Total comprehensive Income for the year |
1,345.55 |
901.47 |
1,447.61 |
944.76 |
| a) Owners of the Group |
1,345.55 |
901.47 |
1,423.18 |
935.19 |
| b) Non-controlling interests |
NA |
NA |
24.43 |
9.57 |
PERFORMANCE REVIEW:
Your Company has recorded total revenue for the financial year 2023-24
of INR 5,461.96/- millions as compared to INR 4,271.64/- millions in the previous year as
per its Standalone Financials.
The basic and diluted earnings per share (EPS) computed in accordance
with the Ind AS 33 was INR 216.27/- per share as at 31st March, 2024 as against
INR 145.65/- per share as at 31st March, 2023 as per its Standalone Financials.
Your Company is an environmental technology company offering efficient
technologies and comprehensive engineering solutions in the field of wastewater treatment
("WWT") and solid waste treatment ("SWT"). During the year, we
strategically expanded our portfolio by entering the agro-based biogas / compressed biogas
projects, enhancing the breadth of our offerings. The Directors of your Company assure you
that they will continue to work hard in the interest of all the stakeholders and help the
Company to do well in the years to come.
DIVIDEND:
During the year under review, based on the Company's performance,
the Board of Directors recommended, and shareholders have declared a final dividend of Rs.
15/- per share on equity shares held by the shareholders of the Company in the 18th
Annual General Meeting conducted on 18th November, 2023. The aggregate amount
of final dividend was Rs. 9,34,11,270/- (Rupees Nine Crores Thirty Four Lakhs Eleven
Thousand Two Hundred Seventy Only) which was duly paid for the financial year 2022-23. Due
effect of the same has been duly reflected in the Standalone Financial Statements of the
Company.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there are no changes in the business line
of the Company. The Company is carrying its existing business activities.
RESERVES:
During the year under review, the Company has not transferred its
profit amount to the reserves during the financial year 2023-24.
SHARE CAPITAL:
The changes in the capital of the Company are mentioned herein:
Authorized Share Capital:
The authorised share capital of the Company is Rs. 17,40,00,000/-
(Rupees Seventeen Crores Forty Lakhs Only) comprising of 1,74,00,000 (One Crore Seventy
Four Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
Paid-up Share Capital:
The Paid-Up Share Capital of your Company is INR 6,22,74,180/- (Rupees
Six Crore Twenty Two Lakhs Seventy Four Thousand One Hundred and Eighty Only) divided into
62,27,418 (Sixty Two Lakhs Twenty Seven Thousand Four Hundred and Eighteen) equity shares
of INR 10/- (Rupees Ten Only) each.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2024 is available on the Company's website on
www.sfcenvironment.com and at the registered office of the
Company.
EMPLOYEES STOCK OPTION SCHEME (ESOP):
During the year under review, your Company does not have any existing
ESOP scheme as on date of this report.
BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND CHANGES THEREOF:
During the year under review, the Board of Directors was duly
constituted with
Sr. No. |
Directors Name |
DIN |
Designation |
| 1. |
Mr. Sandeep Sudhakar Asolkar |
00097828 |
Chairman and Managing Director |
| 2. |
Mr. Sarvesh Kumar Garg |
06873116 |
Director |
| 3. |
Mr. Chandrakant Vallabhaji Gogri |
00005048 |
Director |
1. Mr. Chandrakant Vallabhaji Gogri (DIN: 00005048) was appointed as an
additional Director w.e.f. 27th October, 2023.
2. Designations of Mr. Sandeep Sudhakar Asolkar (DIN: 00097828) has
been changed from Managing Director to Chairman and Managing Director and he is appointed
for 5 (five) years w.e.f 27th October, 2023 to 26th October 2028.
3. Mr. Sandeep Sambhaji Parab (DIN: 03569568) and Mr. Veera Venkata
Satyanarayana Yannamani (DIN: 02064547) have resigned from the role of Director w.e.f. 06th
November, 2023.
4. Mr. Chandrakant Vallabhaji Gogri (DIN: 00005048) was regularized as
a Non-Executive Director in the Annual General Meeting held on 18th November, 2023.
None of the Directors of the Company are disqualified under section 164
of the Companies Act, 2013 from being appointed as a Director.
MEETINGS:
i. Board Meetings:
During the year under review, the Board of Directors of the Company
convened Nineteen (19) meeting during the year, all the Board Meetings were conducted in
due compliance with Companies Act, 2013 and gap between the two (2) consecutive meetings
are exceed one hundred and twenty (120) days. The following Meetings of the Board of
Directors were held during the year under review:
Sr. No. |
Date of the Meetings |
Day of the Meetings |
| 1 |
18th April, 2023 |
Tuesday |
| 2 |
24th April, 2023 |
Monday |
| 3 |
03rd May, 2023 |
Wednesday |
| 4 |
13th June, 2023 |
Tuesday |
| 5 |
17th July, 2023 |
Monday |
| 6 |
24th July, 2023 |
Monday |
| 7 |
10th August, 2023 |
Thursday |
| 8 |
06th September, 2023 |
Wednesday |
| 9 |
21st October, 2023 |
Saturday |
| 10 |
27th October, 2023 |
Friday |
| 11 |
06th November, 2023 |
Monday |
| 12 |
04th December, 2023 |
Monday |
| 13 |
29th December, 2023 |
Friday |
| 14 |
08th January, 2024 |
Monday |
| 15 |
09th January, 2024 |
Tuesday |
| 16 |
02nd February, 2024 |
Friday |
| 17 |
12th March, 2024 |
Tuesday |
| 18 |
20th March, 2024 |
Wednesday |
| 19 |
28th March, 2024 |
Thursday |
ii. Annual General Meeting:
During the year under review, Company was held Annual General Meeting
on 18th November, 2023.
iii. Extra-Ordinary General Meeting:
During the year under review, Company was held Extra-Ordinary General
Meeting on 19th May, 2023.
iv. Corporate Social Responsibility Committee Meeting:
During the year under review, CSR committee meetings were held on 06th
September, 2023 and 28th March, 2024. All the members attended CSR meeting.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:
During the year under review, the Company was appointed M/s G B C A
& Associates LLP, Chartered Accountants (Firm Reg. No. W100292/103142W), on 19th
May, 2023, to fill the casual vacancy caused due to resignation of M/s Shrirang S.
Hardikar & Co., Chartered Accountants being a Statutory Auditor and hold office
up to the ensuing Annual General meeting and to conduct the Statutory Audit for the
Financial year 2022-23.
Further, pursuant to the provisions of Section 139 of the Act and the
rules framed thereunder, M/s G B C A & Associates LLP, Chartered Accountants (Firm
Reg. No. W100292/103142W), was appointed in the 18th Annual General Meeting on
18th November, 2023 to hold office for the period of 5 years till the
conclusion of the 23rd Annual General Meeting to be held in the financial year
2028-29. M/s. G B C A & Associates LLP, Chartered Accountants (Firm Reg. No.
W100292/103142W), had given their consent for appointment as the Statutory Auditors of the
Company.
The Board has duly examined the Statutory Auditors' Report to the
Standalone and Consolidated financial statements for the financial year ended March 31,
2024. and Statutory Auditors' Report do not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITORS:
During the year under review, pursuant to the provisions of Section 204
of the Companies Act, 2013, the Company is not required to appoint Secretarial Auditor for
the year 2023-24.
INTERNAL AUDITOR:
During the year under review, pursuant to the provisions of Section 138
of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company appointed
M/s Shrirang S Hardikar, Chartered Accountants, Navi Mumbai as Internal Auditor of the
Company to conduct the Internal Audit of the Company for the Financial Year 2023-24.
DISCLOSURE ON COST RECORDS MAINTENANANCE:
The provisions with respect to maintenance of cost records as specified
by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013
is not applicable to the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has following subsidiaries, Joint Ventures and Associate
Companies:
NAVITAS WASTE TREATMENT PRIVATE LIMITED: This is 100% wholly
owned subsidiary of the Company and the Company holds 10000 equity shares of Rs. 10/-
each.
CHAVARE ENGINEERING PRIVATE LIMITED: This is 51% subsidiary of
Company and the Company holds 2,04,000 Equity shares of Rs. 100/- each.
SFC UMWELTTECHNIK GMBH (AUSTRIA): This is 87.23% subsidiary of
Company and the Company holds 8,80,000 equity shares of Euro 1/- each.
VASUDHA WASTE TREATMENT PRIVATE LIMITED: This is 74% subsidiary
of the Company and the Company holds 7,40,000 equity shares of Rs. 10/- each.
FINE AERATION SYSTEMS PRIVATE LIMITED: This is 51% subsidiary of
Company wherein the Company holds 51,000 equity shares of Rs. 10/- each.
TURBOMAX INDIA PRIVATE LIMITED: This is 49% Associate of Company
and the Company holds 38,76,000 equity shares of Rs. 10/- each. Further Turbomax India
Private Limited is incorporated under the joint venture agreement executed on dated 27th
July, 2022 between SFC Environmental Technologies Private Limited and Turbomax Co. Ltd.
(Korea).
HINDUSTAN WASTE TREATMENT PRIVATE LIMITED: This is 80% subsidiary
of Company wherein the Company holds 3,12,32,000 equity shares of Rs. 10/- each. During
the year, Company has purchased and created beneficial ownership on 3,12,32,000 equity
shares.
PENTAGEN BIOFUELS PRIVATE LIMITED: During the year, Company has
invested and subscribed 8,00,000 equity shares of Rs. 10/- each aggregate Rs. 80,00,000/-
(Rupees Eighty Lakhs) at the time of incorporation of the Subsidiary Company. Thereafter,
Pentagen Biofuels Private Limited had allotted 9,60,000 Equity Shares of Rs. 10/- each
aggregate Rs. 96,00,000/- (Rupees Ninety Six Lakhs) in a Board Meeting dated 1st
November, 2023 on a right issue basis. This is 88% subsidiary of Company wherein
the Company holds 17,60,000 equity shares of Rs. 10/- each
Apart from above the Company is having following subsidiaries
/associate/joint venture through its subsidiaries:
1. SFC Ekotechnika S.r.o: 100 % subsidiary of SFC UMWELTTECHNIK GMBH
(AUSTRIA).
2. Endress + Hauser & Chavare Engineering (JV) Private Limited:
Associate of Chavare Engineering Private Limited.
The details of financials of the above-mentioned subsidiaries, Joint
Ventures or Associate Companies have been given in Form AOC-1 as Annexure- I to
this report.
CORPORATE SOCIAL RESPONSIBILITY:
A brief outline of the Corporate Social Responsibility (CSR) Policy of
the Company along with the initiative taken by your Company are set out in Annexure -
II to this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the year under review, details of Loans, Guarantees and
Investments given by the Company, are given in the notes to the Financial Statements. The
Company has duly complied with the provisions of the section 186 of the Companies Act,
2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, all the related party transaction entered
by the Company referred to subsection (1) of section 188 of the Companies Act, 2013 with
the related parties as defined under section 2(76) and 2(77) of the Companies Act, 2013
read with Companies (Specification and Definitions Details)
Rules, 2014 are on arm's length and in the ordinary course of
business. Hence, disclosure in Form AOC-2 with respect to material resolution party
transactions is not required to given in this Report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
During the year under review, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year of the Company and the date of this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
During the year under review, the details of conservation of energy,
technology absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy:
The Company's operations are not energy intensive and as such
involve low energy consumption.
However, adequate measures have taken to conserve the consumption of
energy.
(B) Technology absorption:
The Company has not imported any technology and hence the question of
its absorption does not arise.
(C) Foreign exchange earnings and Outgo:
Foreign Exchange Earnings NIL (Previous Year- INR 3.46 million)
Foreign Exchange Expenditure INR 1,465.70 million (Previous Year INR
1,293.445 million)
DEPOSITS:
During the year under review, there is no deposit accepted which is
covered under chapter V of the Companies Act, 2013.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
During the year under review, the Company has proper and adequate
system of internal control to ensure that all assets are safeguarded and protected against
loss from unauthorized use or disposition and that transaction are authorized, recorded
and reported correctly. The Company has effective system in place for achieving efficiency
in operations, optimum and effective utilization of resources, monitoring thereof and
compliance with applicable laws.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under the said Act every company is required
to set up an IC Committee to look into complaints relating to sexual harassment at work
place of any woman employee.
The Company is committed to provide a safe and conducive work
environment to its employees and Company has adopted a policy for prevention of Sexual
Harassment of Women at workplace and has set up Committee for implementation of said
policy. Your Directors further state that during the year under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, there are no such material orders passed
by the Regulators / Courts which would impact the going concern status of the Company and
its future operations.
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, your Directors confirm that the mandatory
Secretarial Standards (SS-1 & SS-2) issued by the Institute of Company Secretaries of
India, have been complied with.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code,
2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of
loans taken from Banks and financial institutions.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013:
(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 had 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 at the end of the
financial year and of the profit and loss of the company for that period;
(c) The directors had 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 had prepared the annual accounts on a going concern
basis; and
(e) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGMENTS:
The Board of Directors wish to place on record its appreciation for the
commitment, dedication and hard work done by the employees of the Company and the
cooperation extended by Banks, Government Authorities, Customers, Shareholders and looks
forward to a continued mutual support and co-operation.
For and on behalf of the Board of Directors |
SFC ENVIRONMENTAL TECHNOLOGIES LIMITED |
(Formerly known as SFC ENVIRONMENTAL TECHNOLOGIES
PRIVATE LIMITED) |
SANDEEP SUDHAKAR ASOLKAR |
CHAIRMAN AND MANAGING DIRECTOR |
DIN:00097828 |
Date: 14.08.2024 |
Place: Mumbai |
REGISTERED OFFICE: |
| The Ambience Court, Hi-Tech Business Park, |
| 21st Floor, Sector 19, Vashi, Navi Mumbai- 400705 |
|