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Suraj Products Ltd.

BSE: 518075 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE069E01019
BSE LIVE 11:06 | 22 Sep 17.00 0.80
(4.94%)
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17.00

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17.00

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 17.00
PREVIOUS CLOSE 16.20
VOLUME 1
52-Week high 22.40
52-Week low 11.90
P/E 25.37
Mkt Cap.(Rs cr) 19
Buy Price 16.20
Buy Qty 30.00
Sell Price 17.00
Sell Qty 49.00
OPEN 17.00
CLOSE 16.20
VOLUME 1
52-Week high 22.40
52-Week low 11.90
P/E 25.37
Mkt Cap.(Rs cr) 19
Buy Price 16.20
Buy Qty 30.00
Sell Price 17.00
Sell Qty 49.00

Suraj Products Ltd. (SURAJPRODUCTS) - Director Report

Company director report

TO

SHAREHOLDERS

Dear Shareholders

Your Directors have pleasure in presenting their Report on the business and operationsof your Company along with the Audited Accounts ofthe companyforthe yearended 31st March2015.

FINANCIAL RESULTS:

Current Year Previous Year
PARTICULARS (Rs. In Lac) (Rs. In Lac)
Sales and other income 10298.34 9788.10
Profit before depreciation 641.82 435.38
Depreciation 265.07 263.83
Profit for the year 376.75 171.56
Provision for tax 123.92 56.86
Profit after tax 252.82 114.68
Profit brought forward from the previous year 1062.02 1007.60
Profit available for appropriation 1308.44 1122.28
Proposed Dividend 79.8 51.31
Tax on Proposed Dividend 16.33 8.95
Surplus carried to Balance Sheet 1212.31 1062.02

OPERATIONS:

During the year the Company produced 28955 MT and sold 29084 MT of Sponge Ironcompared to previous year’s production of28703 MT and sales of29566MT. The companyproduced 12151 MT and sold 12109 MT of Pig Iron as compared to last year’sproduction of 11664 MT and sales of 11668 MT. DIVIDEND:

Your Directors have pleasure in recommending for approval ofthe members at the ensuingAnnual General Meeting a Dividend of 7% (Seven percent) per share i.e. Rs. 0.70 (Previousyear Rs. 0.60) per equity share of face value of Rs. 10 each forthe year ended 31st March2015. The dividend ifapproved by the shareholders will be paid to those members whose nameappears on the Register of Members on the record date. The total outgo on account ofDividend (ex-taxes) will be Rs. 79.80 Lac compared to previous year figure of Rs. 51.31Lac.

CLOSURE OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer Books of the Company will be closed witheffect from 25th September 2015 to 28th September 2015 (both days inclusive).

TRANSFERTO RESERVES:

The Company did not transfer any amount to General Reserve during the year.

SHARE CAPITAL:

The Authorized Share Capital ofthe Company is Rs. 120000000/- (Rupees Twelve Croresonly) divided into 12000000 Equity Shares of Rs. 10/- each. As on March 31 2015thepaid-up share capital of the Company is Rs. 114000000 (Rupees Eleven Crores and FortyLacs only) divided into 11400000 Equity Shares of Rs. 10/- each. During the year yourCompany has not issued any equity shares.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and as such no amount of principal or interest was outstanding as atMarch 312015.

DIRECTORS:

In accordance with the provisions ofthe Companies Act 2013and the Articles ofAssociation ofthe Company Mrs. Sunita Dalmia (DIN- 00605973) Non-Executive PromoterDirector is liable to retire by rotation at the ensuing AGM. Being eligible she hasoffered herself for re-appointment. Necessary resolutions for the reappointment of Mrs.Sunita Dalmia (DIN- 00605973) have been included in the notice convening the ensuing AGM.She has confirmed that she is not disqualified from being appointed as Director in termsof Section 164 ofthe Companies Act 2013. Your Directors recommend her re-appointment.

BOARD EVALUATION:

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act 2013 and Clause49 of the Listing Agreement a structured questionnaire was prepared after taking intoconsideration of the various aspects ofthe Board’sfunctioning composition oftheBoard and its Committees culture execution and performance ofspecific dutiesobligations and governance.

The performance evaluation of the independent Directors was completed. The performanceevaluation of the Chairman and the non-independent Directors was carried out by theindependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

DETAILS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:

The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.

AUDITORS REPORT& AUDITORS’ OBSERVATION:

There is no audit qualification in the Company’s financial statements. The companycontinues to adopt practices to ensure best practice as per Indian Accounting Standards.The Notes on Accounts referred to in the Auditors’ Report enclosed areself-explanatory and do not call for any further comments.

STATUTORY AUDIT:

M/s Rustagi & Co. Chartered Accountants (Reg. No.301094E) the statutory auditorsof the Company were appointed as Statutory Auditors for 3 years at the Twenty ThirdAnnual General Meeting of the Company held on 27.09.2014. The Board recommends theratification by the shareholders oftheir re-appointment as Statutory Auditors of theCompany for the year 2015-16.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Secretarial Audit hasbeen carried out by L.N.Panda & Associates Rourkela a firm of Company Secretaries inpractice. The Secretarial Audit Report is annexed herewith as "Annexure I".The Secretarial Audit Report does not contain any qualification reservation or adverseremarks.

COST AUDIT:

The Cost Audit Report for the Financial Year 2013-14 was filed with Ministry of CompanyAffairs.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by theBoard. The composition of the Audit Committee is as described in the Corporate GovernanceReport.

LISTING:

The shares of the Company are listed at Bombay Stock Exchange and at the Calcutta StockExchange Limited. The Scrip Code at BSE is 518075 and at CSE is 13054.

The respective listing fees for the above Stock Exchanges up to the year 2015-16 havebeen paid. RECONCILIATION OF SHARE CAPITAL:

As directed by Securities Exchange Board of India (SEBI) Reconciliation of ShareCapital is being carried out quarterly by a practicing Company Secretary. The findings ofthe Reconciliation of Share Capital were satisfactory.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to section 134 (3) (c) of the Companies Act 2013 the Board of Directors ofthe Company confirm that;

(i) in the preparation of annual accounts the applicable Accounting Standards asspecified by the Institute of Chartered Accountants of India have been followed and thatthere has been no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period.

(iii) the Directors have taken proper and sufficient care to the best of their for themaintenance of adequate accounting records in accordance with the provision of theCompanies Act 1956 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on going concern basis.

SUBSEQUENT EVENTS:

There are no material changes and commitments affecting the financial position ofthecompany which have occurred between March 312015 and the date ofthe report.

NUMBEROF BOARD MEETINGS DURING FY 2014-15:

During the FY 2014-15 the number ofmeeting of Board of Directors ofthe Company comes to4 (Four). The details of the number of meetings of the Board held during the financialyear forms part of the Corporate Governance Report.

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

The prescribed details as required Section 134 (3)(m) ofthe Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are set out in Annexure‘A’ forming part of this report.

DECLARATION OF INDEPENDENCE:

The Company has received Declaration of Independence from Mr. S.N.Kabra (DIN-00556947) Mr. R.P.Agarwal (DIN- 02390381) the Independent Directors of the Company asper sub-section (6) of Section 149 of the Companies Act 2013. The declarations areannexed to the Report as Annexure II.

REMUNERATION & NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetail ofthe policy is explained in the Corporate Governance Report.

RELATED PARTY TRASACTION:

All related party transactions thatwere entered into during the financial yearwere onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

VIGIL MECHANISM POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement ifany.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one ofthe most respected companies the Company is committed to the highstandards ofCorporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances offraud andmismanagement if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

WHISTLE BLOWER POLICY:

The Company has a "Whistle Blower Policy" to report genuine concerns orgrievances. The Whistle Blower Policy has been posted on the website ofthe Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

MANAGERIAL REMUNERATION:

Executive Directors are paid remuneration by way ofsalary commission perquisites andretirement benefits as recommended by the Nomination and Remuneration Committee andapproved by the Board and shareholders of the Company.

Key Managerial Personnel and senior Management Personnel are paid remuneration by wayof salary (comprising fixed components and variable component). Remuneration to DirectorsKey Managerial personnel involves a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company andits goals.

The Company does not have any Stock Option Scheme. No severance pay is payable ontermination of appointment.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act 2013& Clause 49 of thelisting agreement the company has constituted a business risk management committee. Thedetails of the committee and its terms of reference are set out in the corporategovernance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

REGARDING KEY MANAGERIAL PERSONNEL:

During the year the Company has appointed/designated the following as the KeyManagerial Personnel of the Company:

Mr. Y.K.Dalmia Chairman

Mr. Gagan Goyal Executive Director

Mr. M.K.Hati ChiefFinancial Officer

Mr. A.N.Khatua Company Secretary

EXTRACTS OF ANNUAL RETURN IN MGT- 9:

The details forming part of the extract of the Annual Return for the year ended on31.03.2015 in Form MGT- 9 as required under Section 92 of the Companies Act 2013 isincluded in this Report as Annexure- III and forms an integral part of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures as mentioned belowtogether with the Certificate from the auditors of the Company regarding compliance withthe requirements of Corporate Governance as stipulated in Clause 49 of the ListingAgreement.

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges the following formpart of this Annual Report:

(i) Report on Corporate Governance - (Annexure ‘B’);

(ii) Management Discussion & Analysis Report - (Annexure ‘C’).

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors place on record their appreciation of the continued support cooperationand assistance from our shareholders customers suppliers employees and other businessassociates including various agencies of the Central and State Governments and Bankers.

On behalf of the Board of Directors

Y. K. Dalmia

Chairman

Place: Barpali

Date: 08.08.2015

Annexure ‘A’

ANNEXURE TO THE DIRECTORS’ REPORT

Statement pursuant to Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3)ofthe Companies (Accounts) Rules 2014 and forming part of the Directors Report for theyear ended 31st March 2015.

1. CONSERVATION OF ENERGY:

The Company has taken various steps for conservation of energy and has installed energyefficient equipments and thereby able to optimize the energy consumption.

ELECTRICITY For the year 2014-2015 For the year 2013-2014
(a) Purchased Units KWH 6555234 6072060
Amount Rs. 37055154 34231189
Cost per Unit Rs. 5.65 5.64
(b) Through Diesel Generator KWH 316627 419824
Unit per Ltr. of Diesel 3.29 3.75
Cost per Unit * Rs. 16.87 13.26

POWER CONSUMPTION

Power Consumption Per Unit of Production:

Consumption of electricity per ton of production cannot be determined product wise ascompany is having common processing facility for interdependent products.

2. TECHNOLOGY ABSORPTION:

The Company continues to use to technology & process know how developed in house.

3. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

4. FOREIGN EXCHANGE OUTGO: Current Year ( Rs. ) Previous Year ( Rs. )
Travel Expenses: 188027 89284
Purchase of Spares & Services: NIL 720957
Others (Conference Fees) 104174 Nil

On behalf of the Board of Directors

Y. K. Dalmia

Chairman

Place: Barpali

Date: 8th August 2015

Annexure 1 to Boards Report SECRETARIAL AUDIT REPORT

For The Financial Year Ended On 31st March 2015 (Pursuantto section 204(1) oftheCompanies Act 2013 and Rule No. 9 of the Companies (Appointment and RemunerationPersonnel) Rules 2014)

To The Members

Surai Products Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Suraj Products Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: We have examined the books papers minute books forms and returnsfiled and other records maintained by Suraj Products Limited for the financial year endedon 31st March 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA) and the rules madethere under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunderto the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 (‘SEBI Act’) viz.:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations. 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009: and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

(vi) Other Applicable Acts

(a) Factories Act 1948

(b) Payment ofWages Act 1936 and rules made there under

(c) The Minimum Wages Act 1948 and rules made there under

(d) Employees’ State Insurance Act 1948 and rules made there under

(e) The Employees’ Provident Fund and Miscellaneous Provisions Act 1952 andrules made there under

(f) The Payment of Bonus Act 1965 and rules made there under

(g) Payment of Gratuity Act 1972 and rules made there under

(h) The Water (Prevention & Control of Pollution) Act 1974 Read with Water(Prevention & Control of Pollution) Rules 1975

(i) Food Safety and Standards Act 2006 and rules made there under.

We have also examined compliance with the applicable clauses ofthe following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors NonExecutive Directors and Independent Directors.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

L.N.Panda & Associates

Practicing Company Secretary

CP No.: 8310

Place: Rourkela

June 20 2015

Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXURE-D’ and forms an integral part of this Report.

‘ANNEXURE D’

To

The Members

Suraj Products Limited Barpali Po- Kesramal

Raigangpur Dist- Sundargarh

Odisha- 770017

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness offinancial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening ofevents etc.

5. The compliance of the provisions of Corporate and other applicable Laws RulesRegulations Standards is the responsibility of Management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

L.N.Panda & Associates

Practicing Company Secretary

CP No.: 8310

Place: Rourkela

June 20 2015

II. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Sections of company Act Brief of decription Detail of penalty/ punishment/ compounding fees imposed Authority [RD/NCLT/Court] Appeal made if any (give Details)
A. COMPANY
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B. DIRECTORS
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL