Surya India Ltd.
|BSE: 539253||Sector: Financials|
|NSE: N.A.||ISIN Code: INE446E01019|
|BSE 09:45 | 05 Aug||Surya India Ltd|
|NSE 05:30 | 01 Jan||Surya India Ltd|
|BSE: 539253||Sector: Financials|
|NSE: N.A.||ISIN Code: INE446E01019|
|BSE 09:45 | 05 Aug||Surya India Ltd|
|NSE 05:30 | 01 Jan||Surya India Ltd|
To The Members
The Board of Directors of your Company is pleased to present the 31st AnnualReport with the Audited Standalone and Consolidated Financial Statements of the Companyfor the financial year ended March 31 2016.
The Financial Results of the Company are summarized below:
(Amount in Lacs)
FINANCIAL PERFORMANCE / OPERATIONAL REVIEW
On Standalone basis the revenue from operation and other income for financial yearunder review were Rs. 432.09 Lacs as against Rs. 406.40 Lacs for the previous financialyear registering an increase of 6.32% in the current year in comparison to thecorresponding previous year. The profit before tax was Rs. 199.17 Lacs and the profitafter tax was Rs. 152.55 for the financial year under review as against Rs. 149.16 Lacsand Rs. 94.45 Lacs respectively for the previous financial year. There were no materialchanges and commitments affecting the financial position of the company occurred betweenthe end of the financial year and the date of the report.
As on March 31 2016 the Share of profits in associates companies viz. HaldiramMarketing Private Limited and Adhunik Relators Private Limited was Rs. 23035944/- asper the audited consolidated financial statement of the of the Company.
Overall the Company is performing up to the expectations of the investors of theCompany and the Companys management believes that the Company will continue itsgrowth momentum in future also to create wealth for their shareholders.
COMPANYS AFFAIRS/CHANGE IN THE NATURE OF BUSINESS
Surya India Limited (registered with the Reserve Bank of India (RBI) as a Non-BankingFinancial Company) engaged mainly in the business of providing Loans & Advances andinvesting in shares both quoted and unquoted. The Company offers specialized solutionsfor meeting specific liquidity requirements with technical insights into capital markets.There is no change in the nature of business conducted by the Company during the year2015-16.
TRANSFER TO RESERVES
The Company has transferred an amount of Rs. 30.51 Lacs to the General Reserve. Incompliance of Section 45-IC of Reserve Bank of India Act 1934 an amount of Rs. 30.51Lacs (20% of the profits) was transferred to Special Reserve Account during the year underreview.
Keeping in view of the fund requirements of the Company and business scenario yourBoard proposes to plough back the profits in the business of the Company and createreserves for the Company. As a matter of this your board does not recommend any dividendfor the financial year 2015-16.
NUMBER OF MEETINGS OF THE BOARD
During the year 12 (Twelve) Board Meetings were held on 25th April 201528th May 2015 3rd July 2015 13th July 2015 12thAugust 2015 31st August 2015 26th September 2015 8thOctober 2015 9th November 2015 12th January 2016 11thFebruary 2016 and 30th March 2016. The intervening gap between the meetingwas within the period prescribed under the Companies Act 2013. A Separate Meeting ofIndependent Directors of the Company was also held on 09th November 2015 incompliance of Schedule IV of the Companies Act 2013. The details of the Board meetingsand attendance of the Directors are provided in the Corporate Governance Report anintegral part of this Report.
During the year under review the Company has not accepted any deposits covered withinthe meaning of Section 73 to 76 of the Companies Act 2013 and Companies (Acceptance ofDeposits) Rules 2014. Further there are no deposits unclaimed or pending in the books ofthe Company.
The details in regard to deposits covered under Chapter V of the Companies Act 2013are mentioned hereunder;
c) Default in repayment of deposits or payment of interest thereon during the year andif so number of such cases and the total amount involved
The company does not have deposits which are in contradiction of Chapter V of the Act
SHARE CAPITAL AND LISTING OF SHARES
There is no change in the Equity Share Capital of the Company during the financial yearunder review. The Issued Subscribed and Paid-up Share Capital for the year ending on 31stMarch 2016 is Rs. 69858320/- (6985832 Equity Shares of Rs.10/- each).
During the year the Company has filed an application to the Bombay Stock Exchange fordirect listing of 6985832 Equity shares of the Company and these shares were listed andadmitted to deal on the exchange w.e.f. July 28 2015. Due to withdrawal of recognition ofDelhi Stock Exchange and U P Stock Exchange by SEBI the Company is no longer listed onthese exchanges.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial Year 2015-16 there was a change in the composition of the Boardof Directors of the Company.
The members had regularized the appointment of Mr. Manohar Lal Agarwal as a director inthe annual general meeting of the Company held on 30th September 2015. FurtherMrs. Preeti Agarwal and Mrs. Priyanka Agarwal directors of the company who were liable toretire by rotation and being eligible offers herself for re-appointment were re-appointedby the members of the company in the annual general meeting of the company held on 30thSeptember 2015.
In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Manohar Lal Agarwal Director retires byrotation at the ensuing Annual General Meeting and offers him-self for reappointment.Brief resume of Mr. Manohar Lal Agarwal nature of expertise in specific functional areaand the name of the public companies in which he holds the Directorship etc. is given inthe notice convening the Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Clause (c) of Sub-section (3) and Sub-section (5) of Section 134 of theCompanies Act 2013 with respect to Directors Responsibility Statement it is herebyconfirmed:
i) That in preparation of the Annual Accounts for the financial year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;
ii) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 of your Company for that period;
iii) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) That the directors had prepared the Annual Accounts for the financial year ended 31stMarch 2016 on a going concern basis.
v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
Explanation: For the purposes of this clause the term internal financialcontrols means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to companyspolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 (the Act) read with AccountingStandard (AS)- 23 on Accounting for Investments in associates the audited consolidatedfinancial statement along with the report of the auditors thereon is provided in theAnnual Report.
STATUTORY AUDITORS REPORT
The Statutory Auditors of the Company have submitted report (standalone andconsolidated) to the members of the Company for the Year which is unqualified withoutany reservation or adverse remark or disclaimer. The same report of the auditors isattached to the financial statements forming a part of this Report. Therefore Board doesnot have any explanation or comment.
Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s P. R. Kumar& Co. Chartered Accountants were appointed as statutory auditors of the Company atthe 29th Annual General Meeting (AGM) of the Company for a period from the conclusion ofthe said AGM till the conclusion of the 32nd AGM subject to ratification oftheir appointment by the members at every AGM held thereafter. A resolution forratification of appointment of M/s P. R. Kumar & Co. Chartered Accountants asauditors for the period from the conclusion of the ensuing 31st AGM till theconclusion of the 32nd AGM and for fixation of their remuneration for the year2016 17 is being proposed in the notice of the ensuing AGM for the approval of themembers.
The Company has received from M/s P. R. Kumar & Co. a written consent forratification of their appointment from the conclusion of the 31st AGM till theconclusion of the 32nd AGM and a certificate to the effect that theirappointment shall be in accordance with the prescribed conditions and that the firm is notdisqualified under the Companies Act 2013.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received a declaration from all Independent Directors that they meetthe criteria of independence as laid down under section 149(6) of the Companies Act 2013and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
RISK MANAGEMENT POLICY
Business Risk Evaluation and Management is an on-going process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.
The objectives and scope of the Risk Management Policy broadly comprises of: Oversightof risk management performed by the executive management; Reviewing the Business RiskManagement policy and framework in line with local legal requirements and SEBI guidelines;Reviewing risks and evaluate treatment including initiating mitigation actions andownership as per a pre-defined cycle; Defining framework for identification assessmentmonitoring mitigation and reporting of risks.
Risk Management philosophy is to adopt an independent holistic approach to manageuncertainties from all quarters that is Enterprise-wide Risk Management.
Three critical elements on which the enterprise risk management framework is built;creating a clear direct line of sight from risk management to investors value;implementing a process to protect investors value; and building the organizationalcapability to ensure strategic risk management.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Company is committed to adhere the requirement of Corporate Governance as set outby the Securities and Exchange Board of India(SEBI). The report on Corporate Governance asstipulated under the Listing Regulations forms an integral part of this Report asAnnexure-I together with Management Discussion & Analysis Report. The requisitecertificate from the Auditors of the Company confirming compliance with the condition ofCorporate Governance is also attached to the report on Corporate Governance.
EXTRACTS OF ANNUAL RETURN
An extract of the Annual Return pursuant to section 92(3) of the Companies Act 2013and Rule 12(1) of the Companies (Management and Administration) Rules 2014 in prescribedForm MGT-9 forms part of the Board Report is annexed as Annexure-II.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report (annexed as Annexure- III) received from Company Secretaryin Practice M/s P. Kathuria & Associates (C.P. No. 3086) is self explanatory exceptthe following point :-
The Company falls within the category of Loan Company of Non-BankingFinancial Company and is registered under the provisions of Reserve Bank of India Act1934. However the company is not meeting the minimum asset income pattern in terms of RBI
Press Release 1998-99/1269 dated April 8 1999. Its financial assets constitute lessthan 50 per cent of the total assets and income from financial assets constitute less than50 per cent of the gross income.
Boards reply for the above Point of the Secretarial Audit Report:
Steps are being taken to meet the minimum statutory requirement for financial assetsand gross income pattern as required under RBI Press Release 1998-99/1269 dated April 81999. Moreover the Company will take necessary steps to surrender the RegistrationCertificate to Reserve Bank of India if it is unable to meet the 50-50 criteria forfinancial assets and gross income as required.
Further the company has not obtained membership of Credit Information Companies (CICs)as directed vide circular DNBR.(PD)CC.No 019/03.10.01/2014-15 issued by the Reserve Bankof India.
Boards reply for the above Point of the Secretarial Audit Report:
Until the RBI does not revoke the registration certificate the Company shall meanwhilefile application to all four Credit Information Companies (CICs) for membership and willundertake all the compliances as required.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarms length basis and also 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 withinterests of the Company at large. The details of Related Party Transactions are disclosedin Note to the Financial Statements attached to and forming part of the Annual FinancialStatements and also stated in Form AOC-2 annexed as Annexure-IV.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub- section 3 of Section 178of the Companies Act 2013. The Remuneration Policy is stated in the Corporate GovernanceReport integral part of this Report.
COMPOSITION OF AUDIT COMMITTEE
As on 31st March 2016 the Audit Committee comprised of three Directors outof them Two were Non-executive Independent Directors and One Executive Director namelyMr. Ganesh Dass Aggarwal (Chairman of the Committee) Mr. Kishan Behari Jain and Mrs.Preeti Agarwal Members of the Committee. More details about the Committee are given inthe Corporate Governance Report an integral part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The criteria of Corporate Social Responsibility as prescribed under Section 135 of theCompanies Act 2013 is not applicable on the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS.
The details of the loan made by the Company are in Note No. 14 of the Audited FinancialStatements. The Company has not given any Guarantee to any person during the financialyear and the details of investments made by the Company are in Note No. 10 of the AuditedFinancial Statements.
DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.
The information required pursuant to section 197 read with Rule 5 (1)(i) of TheCompanies (Appointment and Remuneration) Rules 2014 in respect of the ratio ofremuneration of each director to the median remuneration of the employees of the companyfor the financial year 2015-16 are annexed as Annexure-V.
A Statement containing particulars of employees as required under section 197(12) ofthe Companies Act 2013 read with the Rule 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 is provided in Annexure VI forming partof this report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
(A) Conservation of Energy
(B) Technology absorption-
1. Efforts made towards technology absorption- NIL
2. Benefits derived like product improvement cost reduction product development orimport substitution:- NIL
3. Imported Technology
(a) The details of technology imported: NIL (b) The year of import: NIL
(c) Whether the technology has been fully absorbed: NIL
(d) If not fully absorbed areas where absorption has not taken place and the reasonthereof: NIL
4. Expenditure on R&D - NIL
(C) Foreign exchange earnings and Outgo-
Actual Inflows (Earnings):- Nil ; Actual outflows (Outgo):- Rs. 5 21293/-
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System which commensurate with the size scale andcomplexity of its operations. Mr. Ashish Bansal Chartered Accountant was appointed asInternal Auditors of the Company in place of M/s KAP and Associates during the year. TheInternal Auditor monitors and evaluates the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies. Significant audit observations and recommendations along with corrective actionsthereon are presented to the Audit Committee of the Board.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 16(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout a formal annual evaluation of its own performance its directors individually as wellas the evaluation of the working of its Audit Committee Nomination and RemunerationCommittee and Shareholders Investor Grievance Committee/Stakeholder RelationshipCommittee. The manner in which the evaluation has been carried out is explained below:- Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board functioning such as adequacy ofcomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance of the Board and its Committees. A separateexercise was carried out to evaluate the performance of individual Directors including theChairman of the Board who was evaluated on parameters such as level of engagement andcontribution independence of judgement safeguarding the interests of the Company. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman and theNon Independent Directors was carried out by the Independent Directors who also reviewedthe performance of the Board as a whole. The Directors expressed their satisfaction withthe overall evaluation process.
No material litigation was outstanding as on 31st March 2016. Details oflitigation on tax matters if any are disclosed in the Financial Statements.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
During the year under review there were no material and significant orders passed bythe regulators or courts or tribunals impacting the going concern status and theCompanys operations in future.
However during the year the Company has filed an application for compounding of theoffence under section 460 (b) of the Companies Act 2013 for non-filing of Form MGT-14with the Registrar of Companies as required under the provision of section 117(3)(c) andsection 179(3) of the Companies Act 2013. The Ministry of Corporate Affairs has condonedthe delay in filing the form subject to payment of fees and additional fees under theprovision of Companies Act 2013 and the rules made thereunder.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The details of Vigil Mechanism/Whistle Blower policy is stated in the CorporateGovernance Report annexed to this Report. The vigil mechanism/whistle blower policy may beaccessed on the companys website at the link:http://www.suryaindialtd.com/policies.html
PREVENTION OF INSIDER TRADING
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures (Code) as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The code is uploaded on the websiteof the Company at http://www.suryaindialtd.com/policies.html.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company is committed for providing and promoting a safe and healthy workenvironment for all its employees. The Company has zero tolerance towards sexualharassment at the workplace and has adopted a Prevention of Sexual HarassmentPolicy (POSH) that is in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules framedthereunder for prevention and redressal of complaints of sexual harassment at workplacealongwith a structured reporting and redressal mechanism. The Company has also constitutedan Internal Complaints Committee known as the POSH Committee having three members namelyMrs. Preeti Agarwal Mrs. Priyanka Agarwal and Mr. Ganesh Dass Agarwal to inquire intocomplaints of sexual harassment and recommend appropriate action. The POSH Policy isdisplayed on the Companys Website and is also communicated to employees throughe-mails communication campaigns and other channels. The Company has not received anycomplaint on sexual harassment during Financial Year 2015-16.
The Company is registered with RBI and carrying on the business of Non-BankingFinancial Company (NBFC) under the provisions of Section 45-IA of the RBI Act 1934. TheCompany has complied with and continues to comply with applicable Laws Rules CircularsRegulations etc. including Directions of RBI to the possible extent and it does not carryon any activities other than those specifically permitted by RBI.
As on March 31 2016 the Company did not have any subsidiary company and joint venturecompany but had two associate companies within the meaning of section 2(6) of theCompanies Act 2013 viz. M/s Haldiram Marketing Private Limited and M/s Adhunik RealatorsPrivate Limited.
Performance and Financial Position of each Associate Company
A separate statement containing the performance and financial position of all theassociates companies as required under section 129(3) of the Companies Act 2013 in formAOC-1 is annexed as Annexure- VII to this report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review no amounts was pending/required to transfer to theInvestor Education and Protection Fund (IEPF) by the Company.
REPORT ON FRAUD
During the year no fraud by the Company or no fraud/material fraud on the Company bythe officers and employees of the Company has been noticed or reported.
Your Directors wish to record their sincere gratitude for our valued Businessassociates for the continuous co-operation support and assistance extended by them. Weplace on record our appreciation of the commitment dedication and hard work put in byemployees of the Company. We also thank our members for the continued support receivedfrom them.