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Suryakrupa Finance Ltd.

BSE: 511185 Sector: Financials
NSE: N.A. ISIN Code: INE381N01019
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OPEN 5.61
PREVIOUS CLOSE 5.35
VOLUME 100
52-Week high 5.61
52-Week low 5.35
P/E
Mkt Cap.(Rs cr) 1
Buy Price 5.61
Buy Qty 16800.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.61
CLOSE 5.35
VOLUME 100
52-Week high 5.61
52-Week low 5.35
P/E
Mkt Cap.(Rs cr) 1
Buy Price 5.61
Buy Qty 16800.00
Sell Price 0.00
Sell Qty 0.00

Suryakrupa Finance Ltd. (SURYAKRUPAFIN) - Director Report

Company director report

To

The Members

SURYAKRUPA FINANCE LIMITED

Your Directors have great pleasure in presenting 29th ANNUAL REPORT alongwith the Audited Balance Sheet and Statement of Profit And Loss for the year ended 31stMarch 2016.

SUMMARISED FINANCIAL HIGHLIGHTS:

The financial Results of the Company are briefly summarized as under:

PARTICULARS

YEAR ENDED (in Rs.)

2015-16 2014-15
Total Income 104817 2513075
Total Expenditure 861409 2908245
Profit/(Loss) before Taxation (756592) (395512)
Profit/(Loss) after Taxation (756592) (395512)
Profit/(Loss) brought forward (11432399) (11034033)
Allocations & Appropriations 0 0
Balance carried to Balance Sheet (12188991) (11432399)

REVIEW OF OPERATIONS & OTHERS:

The Company has made Loss of Rs. 756592/- during the current year as against Loss ofRs. 395512/- during the previous year. Your Directors expects to achieve betterperformance in the future and taking maximum efforts to control the costs and optimize theresults in the coming years.

DIVIDEND:

During the year under review owing to the accumulated losses the Directors do notrecommend any dividend.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2016 was Rs.1.00 Crore. During theyear under review the company has not issued any shares or any convertible instruments.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As Compliance of Schedule V(B) of SEBI (LODR) Regulations 2015 a separate report onManagement Discussion and Analysis is given.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The paid up equity share capital of the Company is not exceeding rupees ten crores andnet worth is not exceeding rupees twenty five crores as on the last day of the previousfinancial year the Company has decided not to follow with the corporate governanceprovisions of SEBI (LODR) Regulations 2015 hence the report prescribed under Schedule V(C) is not part of this report. However The Company has voluntarily followed corporategovernance during the previous financial year.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 toBombay Stock Exchange (BSE) where the Company's securities are listed.

DEMATERIALISATION OF SHARES:

54.74% of the company's paid up Equity Share Capital is in dematerialized form as on 31s'March 2016 and balance 45.26% is in physical form. The Company's Registrars is M/s.System Support Services having their registered office at 209 Shivai Ind. Estate 89Andheri Kurla Road Saki Naka Andheri - (E) Mumbai - 400072.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly meets 6 times during the financial year from 1stApril 2015 to 31st March 2016. The Meetings of Board of Directors were heldon 18/4/2015 30/05/2015 14/08/2015 5/11/2015 9/02/2016 and 28/03/2016.

AUDIT COMMITTEE

Audit committee constituted by the Board of Directors consists of three directorsmajority of them are independent directors. The composition of audit committee is:

Mr. Dharmesh K. Barot Chairman
Mr. Amar N. Pal Member
Mr. Ashok Kumar Dudi Member

NOMINATION & REMUNERATION COMMITTEE

The Composition of nomination & remuneration committee is:

Mr. Amar N. Pal Chairman
Mr. Dharmesh K. Barot Member
Mr. Narendrasinh D. Rana Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of stakeholders' relationship committee is:

Mr. Narendrasinh D. Rana Chairman
Mr. Amar N. Pal Member
Mr. Maulin B. Acharya Member

DIRECTORS:

As per provisions of the Companies Act 2013 Mr. Mr. Narendrasinh D. Rana retires byrotation in the forthcoming AGM and being eligible offer himself for re-appointment. TheBoard of Directors recommended their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5)(c) of the Companies Act 2013 Directors hereby confirm thefollowing:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

DECLARATION BY AN INDEPENDENT DIRECTOR(S):

The Company has received declarations from all the independent directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section(6) of the Section 149 of the Companies Act 2013.

STATUTORY AUDITORS:

M/s. Mukesh M. Shah & Co. Chartered Accountants was appointed as Statutory Auditorof the Company in the 28th Annual General Meeting for the Financial Year2015-16. They have showed their unwillingness for re appointment hence on therecommendation of audit committee your Directors propose M/s. D . A. Rupawala &Associates Chartered Accountants to be appointed as Statutory Auditor of the Company forthe Financial Year 2016-17.

SECRETARIAL AUDITORS:

According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as a partof this report Annexure- A.

According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014Company your directors have appointed M/s. Jogi Dipak & Co. Company SecretaryGandhidham as Secretarial Auditor of the Company.

There is no qualification and adverse remarks except the name of the Company issuggestive of financial activities but the Company is not NBFC and has not carried anyfinance activities. The Company had not changed its main object clause however the Companyhad added logistics and transportation business in main object clause of the Company. Dueto liquidity crunch the Company is not in position to carry on NBFC activities. TheCompany have no intention to close NBFC business at present.

AUDIT OBSERVATIONS:

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

CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:

Since the Company is not a manufacturing unit provisions of Section 134 (3)(m) of theCompanies Act 2013 read with rules 8 of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Corporate Social Responsibility is not applicable to your Companyhence the Company has not developed and implemented any Corporate Social Responsibilitypolicy and committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://suryakrupafinance.in/whitl.pdf.

RELATED PARTY TRANSACTIONS:

There were a contract or arrangements entered into by the Company in accordance withthe provisions of Section 188 of the Companies Act 2013 during the year under review. Thedetails of related party transactions and material related party transactions weredisclosed in schedule of financials.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. The Company has taken loanfrom Directors; the details of same are mentioned in financials of the Company.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at http://suryakrupafinance.in/policy.pdf. None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-B.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as set out in terms of the provisions of section 197 ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 as amended from time to time.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

The Company had Mr. Aditya Patel qualified Company secretary since last 12 months butas he had not completed formalities for availing membership from the Institute hence hewas not designated as Company Secretary but he was performing duty as a CompanySecretary. Mr. Maulin Acharya was appointed as Compliance office. After availingmembership No from the Institute Mr. Aditya Patel was appointed as Company Secretary andCompliance Officer of the Company.

REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

None of Directors Except Key Managerial Personnel (KMP) / Employees has been paid anyremuneration during the last financial year. The Details of remuneration paid to KMP ismentioned in Schedules of financials.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.

THE CHANGE IN NATURE OF BUSINESS:

No change in the nature of the business of the Company done during the year.

DETAILS OF DIRECTORS OR KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

Sr no. Name of the KMP or Director Designation Date of appointment Date of Resignation
1 Mr. Maulin B. Acharya DIN: 00010405 Managing Director (Additional Director) Change in Designation to Director 13.10.2014 on 14.11.2014 appointed as M.D. 30.09.2015 Resigned as Managing Director on 30/09/2015. He remain as a Director w.e.f. 30/09/2015.
2 Mr. Ashok Kumar Dudi DIN: 02579317 Additional Director Director & Managing Director 13.10.2014 30.09.2015
3 Mr. Narendrasinh D. Rana DIN: 02543871 Additional Director Director CFO 13.10.2014 30.09.2015 05.11.2015
4 Mr. Amar N. Pal DIN: 02671759 Independent Additional Director Independent Director 14.02.2015 30.09.2015
5 Mr. Dharmesh K. Barot DIN:07088808 Independent Additional Director Independent Director 14.02.2015 30.09.2015
6 Mrs. Nidhi S. Gomber DIN: 07060404 Independent Additional Director Independent Director 14.02.2015 30.09.2015
7 Mr. Aditya Patel Company Secretary Compliance Officer and KMP 05.11.2015 9.02.2016
8 Mr. Y. M. Joshi Company Secretary Compliance Officer and KMP 28.03.2016 -

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY JOINT VENTURESOR ASSOCIATE COMPANIES:

Sr no. Name of the entity Whether subsidiary Joint ventures or associate companies Date on which become Date on which ceased
NIL

THE NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR FORCED LABOUR INVOLUNTARY LABOURSEXUAL HARASSMENT IN THE LAST FINANCIAL YEAR AND THOSE PENDING AS ON THE END OF THEFINANCIAL YEAR-

Category No. of Complaints field during the financial year No. of Complainants pending as on end of the financial year
Child labour/forced labour/ Involuntary labour Nil Nil
Sexual harassment of women a workplace (Prevention Prohibition and Redressal) Act 2013. Nil Nil

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

The Company's policy relating to appointment of Directors payment of ManagerialRemuneration Director's qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isavailable at web site at http://suryakrupafinance.in/nomination.pdf.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and Regulation17 (10) of the ListingAgreement the performance evaluation was carried out as under:

The Board:

The Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings held on 9th February 2016 alsoevaluated the performance of the Board as a whole based on various criteria. The Board andthe Independent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was good.

Committees of the Board:

The performance of the Audit Committee and the Stakeholders Relationship Committee wasevaluated by the Board having regard to various criteria such as committee compositioncommittee processes committee dynamics etc. The Board was of the unanimous view that allthe committees were performing their functions satisfactorily and according to the mandateprescribed by the Board under the regulatory requirements including the provisions of theAct the Rules framed there under and the Listing Agreement.

Individual Directors:

a) Independent Directors:

The performance of each independent director was evaluated by the entire Board ofDirectors (excluding the director being evaluated) on various parameters like engagementleadership analysis decision making communication governance and interest ofstakeholders. The Board was of the

unanimous view that each independent director was brought his/her rich experience tothe deliberations of the Board. The Board also appreciated the contribution made by allthe independent directors in guiding the management in achieving higher growth andconcluded that continuance of each independent director on the Board will be in theinterest of the Company.

b) Non-Independent Directors:

The performance of each of the non-independent directors (including the chair person)was evaluated by the Independent Directors at their separate meeting. Further theirperformance was also evaluated by the Board of Directors. The Independent Directors andthe Board were of the unanimous view that each of the non-independent directors wasproviding good business and people leadership.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report. There was no significant and material order passed byRegulators or Courts or Tribunals which would impact the going concern status of theCompany.

ACKNOWLDEGEMENTS

Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and also sincerely thanks the shareholders forthe confidence reposed by them in the Company and for the continued support andco-operation extended by them.

By Order Of the Board SURYAKRUPA FINANCE LIMITED.

(Ashok Kumar Dudi) (Narendrasinh D. Rana)
Chairman & M. D. DIRECTOR & CFO
DIN.02579317 DIN. 02543871
Date:8th August2016 Place: Gandhidham.