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Solis Marketing Ltd.

BSE: 538575 Sector: Others
NSE: N.A. ISIN Code: INE717P01027
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NSE 05:30 | 01 Jan Solis Marketing Ltd
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VOLUME 125
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52-Week low 0.29
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Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.52
Sell Qty 3875.00
OPEN 0.52
CLOSE 0.54
VOLUME 125
52-Week high 2.15
52-Week low 0.29
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.52
Sell Qty 3875.00

Solis Marketing Ltd. (SOLISMARKETING) - Director Report

Company director report

To

The Members

SURYA MARKETING LIMITED

Your Directors have pleasure in presenting before you the 31st Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2016.

FINANCIAL RESULTS:

S. No. Particulars 2014-15 (in Lacs) 2015-16 (in Lacs)
1. Total Income/Loss 301.05 170.87
2. Less: Total Expenses 299.95 162.81
3. Profit Before Tax 5.06 8.06
4. Current Tax 1.94 3.08
5. Profit/Loss after Tax 3.52 5.23

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. 170.87 lacs as against incomeof Rs. 301.05 lacs in 2014-15. The net profit after tax during the year has been Rs. 5.23lacs as against the net profit of Rs. 3.52 lacs in the previous year.

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor the Financial year 2015-16.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides identifying internal and externalrisks and implementing risk mitigation steps.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2016 provision of section 129of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

There are no order against the Company and the smooth running of business enhancing theprofitability of the company.

STATUTORY AUDITORS

During the year under Review. M/s Sarika Chopra & Associates. CharteredAccountants resigned from the Company and discontinued her services to act as CharteredAccountants of the Company.

After that Shareholders of the Company through Postal Ballot held on 9thFebruary 2016 has Appointed M/s Gaurav Varshney & Co. Chartered Accountants(FRN 027807N) Statutory Auditors of the Company.

Further the Board of Directors has recommended the appointment of them as statutoryauditors of the Company for the financial year 2016-17 in terms of the provisions ofSection 139 of the Companies Act 2013 to hold office until the conclusion of the 36thAnnual General Meeting. The said appointment is subject to ratification by the members atevery Annual General Meeting.

AUDITORS REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT 9 has been annexed to the Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review. There was noforeign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under Review there is no Change on the Board of Directors.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redresssal) Act 2013 and the Rulesmade thereunder. There was no complaint on sexual harassment during the year under review.

CHANGE OF RTA

During the year under Review MCS Share Trasnsfer Agent Limited has beenappointed as Registrar of Transfer of Agent in place of Beetal Computer & FinancialSevices Private Limited With Effect From 14.12.2015.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

BOARD MEETINGS

During the year Ten Board Meetings were convened. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

S No. Date of Board Meetings

Number of Directors Present

1 24.04.2015 4
2 30.05.2015 4
3 13.08.2015 4
4 31.08.2015 4
5 14.11.2015 4
6 14.12.2015 4
7 08.02.2016 4
8 12.02.2016 4
9 29.02.2016 4
10 14.03.2016 4

POSTAL BALLOT

During the year under Review One Postal Ballot has been Conducted to Appoint M/sGaurav Varshney & Associates (Firm Regn. No. 027807N) as an Auditor in CasualVacancy by the Following Special Resolution-

"RESOLVED THAT pursuant to the provisions of Section 139(8) and otherapplicable provisions if any of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014 as amended from time to time or any other law for the timebeing in force (including any statutory modification or amendment thereto or reenactmentthereof for the time being in force) M/s. Gaurav Varshney & Associates (Firm Regn. No.027807N) be and is hereby appointed as Statutory Auditor of the company to fill the casualvacancy caused by the resignation of M/s. Sarika Chopra & Associates. CharteredAccountants for the financial year 2015-16.

RESOLVED FURTHER THAT M/s. Gaurav Varshney & Associates (Firm Regn. No. 027807N)Chartered Accountants New Delhi be and are hereby appointed as Statutory Auditors of theCompany and that they shall hold the office of the Statutory Auditors of the Company untilthe conclusion of the ensuing Annual General Meeting and that they shall conduct theStatutory Audit for the period ended 31st March 2016 on such remuneration as may be fixedby the Board of Directors in consultation with them.

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorizedsingly or jointly to intimate and file the necessary form in the records of the Registrarof Companies NCT of Delhi & Haryana.

RESOLVED FURTHER THAT a certify true copy of the resolution may be given to theconcerned department(s)/authority(ies) etc."

* Results of Postal Ballot has Been declared by the Company on February 9 2016 andResolution has been passed by the shareholders by Requisite Vote. Therefore M/s. GauravVarshney & Associates (Firm Regn. No. 027807N) Chartered Accountants has beenappointed as an Auditor w.e.f. 09.02.2016.

COMMITTEES OF THE BOARD OF DIRECTORS.

(a) AUDIT COMMITTEE

The Board of Directors of the Company has duly constituted the Audit Committee of theCompany consisting three Directors out of which two are Non Executive Director of theCompany. All the Directors have good knowledge of Finance Accounts and Company Law.

All the Members on the Audit Committee have the requisite qualification for appointmenton the Committee and possess sound knowledge of finance accounting practices and internalcontrols.

The composition of the Audit Committee as at March 31 2016:

1. Ms. Radhika Thapliyal

2 . Mr. Virender Singh Rana

3 . Mr. Kailash Chand Upreti

Meetings of Audit Committee and their Attendance:

During the year four Meetings were convened on 30.05.2015 13.8.2015 31.08.201514.11.2015 12.02.2016. The intervening gap between the Meetings was within the periodprescribed under the Companies Act

Sr. No. Name of the Director Designation Category

No. of Meetings Attended

1. Ms. Radhika Thapliyal Chairman Independent Director 5
2. Mr. Virender Singh Rana Member Independent Director 5
3. Mr. Kailash Chand Upreti Member Executive Director 5

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013.

Some of the important functions performed by the Committee are:

Oversight of the Company's financial reporting process and financial informationsubmitted to the Stock Exchanges regulatory authorities or the public.

Reviewing with the Management the quarterly unaudited financial statements and theAuditors' Limited Review Report thereon/audited annual financial statements and Auditors'Report thereon before submission to the Board for approval.

Review the Management Discussion & Analysis of financial and operationalperformance.

Recommending to the Board the appointment/re-appointment of statutory/internalauditors and the fixation of audit fees.

Review the investments made by the Company.

(b). STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardhas constituted the "Stakeholders' Relationship Committee".

The composition of the Shareholders Relationship Committee as at March 31 2016:

1. Ms. Radhika Thapliyal

2. Mr. Virender Singh Rana

3. Mr. Ankit Modi

Meetings of Shareholders Relationship Committee and their Attendance:

30.05.2015 13.08.2015 14.11.2015 and 12.02.2016.

Sr. No. Name of the Director Designation Category

No. of Meetings Attended

1. Ms. Radhika Thapliyal Chairman Independent Director 4
2. Mr. Virender Singh Rana Member Independent Director 4
3. Mr. Ankit Modi Member Non Executive Director 4

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013.

The terms of reference of the Committee are:

Transfer/transmission of shares/debentures and such other securities as may be issuedby the Company from time to time; issue of duplicate share certificates forshares/debentures and other securities reported lost defaced or destroyed as per thelaid down procedure; issue new certificates against subdivision of shares renewal splitor consolidation of share certificates / certificates relating to other securities; issueand allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by theCompany subject to such approvals as may be required; to grant Employee Stock Optionspursuant to approved Employees' Stock Option Scheme(s) if any and to allot sharespursuant to options exercised; to issue and allot debentures bonds and other securitiessubject to such approvals as may be required; to approve and monitor dematerialization ofshares / debentures / other securities and all matters incidental or related thereto; toauthorize the Company Secretary and Head Compliance / other Officers of the ShareDepartment to attend to matters relating to non-receipt of annual reports noticesnon-receipt of declared dividend / interest change of address for correspondence etc. andto monitor action taken; monitoring expeditious redressal of investors / stakeholdersgrievances; all other matters incidental or related to shares debenture The details ofinvestor complaints received and resolved during the period April 1 2015 & March 312016 is as under:

No. of Investor Complaints received from April 1 2015 to-- + March 31 2016

No. of Investor Complaints resolved from April 1 2015 to March 31 2016

No. of Investor Complaints pending at the end of March 31 2016

NIL NIL NIL

(c) NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act 2013 the Board has constituted -the "Nomination and Remuneration Committee.

Composition

The composition of Nomination and Remuneration Committee of the Board comprises ofthree Directors as at 31st March 2016:-

One Meeting of Nomination And Remuneration Committee held on 24.04.2015.

Sr. No. Name of the Director Designation Category
1. Ms. Radhika Thapliyal Chairman Independent Director
2. Mr. Virender Singh Rana Member Independent Director
3. Mr. Ankit Modi Member Non-Executive and Non Independent Director

The terms of reference of the Committee inter alia include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors /Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and senior management employees and theirremuneration;

• Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board.

Note: Mr. Ankit Modi has Resigned from the Board w.e.f. 01.08.2016;

Mr. Arun Kumar Dey has joined the Board in his place w.e.f. 01.08.2016

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

RESERVE AND SURPLUS

As on 31st March 2016 Rs. 747190.24 stood as the Amount of Reserve andSurplus after transferring Rs. Rs. 523480.13 as the current year profit.

INDEPENDENT DIRECTORS MEETING

During the year under review the Independent Directors met on 14thNovember 2015 inter alia to discuss:

• Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present at the Meeting.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Shalu Singhal & Associates Company Secretaries to undertake theSecretarial audit of the Company for the Financial Year 2015-16 and the report is attachedherewith.

With reference to the qualifications we wish to explain that the Company is searchingthe best person for the post of Company Secretary and Chief Financial Officer and due toin advertent error some delay were happened which the company will try to overcome.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that -

(a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts putin by the employees of the Company at all levels.

By Order of the Board of Directors
SURYA MARKETING LIMITED
Sd/- Sd/-
Place: New Delhi Kailash Chand Upreti Virender Singh Rana
Date: 02/09/2016 Director Director
DIN: 06782078 DIN: 06782773
348 Pardhan Enclave Makan No. 285.
Parshuram Enclave Village Galin No. 1 Shalimar Village
Burari Delhi-110084. New Delhi-110088 .

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Sr. No. Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2015-16 (Rs.)

% increase in Remuneration in FY 2015-16**

Ratio of Remuneration of Director to Median Remuneration of employees

Ratio of Remuneration of Director to Median Remuneration of Employees

1. Mr. Kailash Chand Upreti Nil N.A. N.A. N.A.

The number of permanent employees as on 31st March 2016 was 2.

Average of remuneration of employees excluding KMPs Nil

No employee's remuneration for the year 2015-16 exceeded the remuneration of any of theDirectors.

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2016

NOT APPLICABLE