To The Members
SURYAKRUPA FINANCE LIMITED
Your Directors have great pleasure in presenting
30TH ANNUAL REPORT along with the Audited Balance Sheet and Statement of Profit AndLoss for the year ended 31st March 2017.
SUMMARISED FINANCIAL HIGHLIGHTS:
The financial Results of the Company are briefly summarized as under:
|PARTICULARS ||YEAR ENDED 2016-17 ||(in Rs.) 2015-16 |
|Total Income ||1999 ||104817 |
|Total Expenditure ||486818.25 ||861409 |
|Profit/(Loss) ||(484819.25) ||(756592) |
|before Taxation || || |
|Profit/(Loss) after ||(484819.25) ||(756592) |
|Taxation || || |
|Profit/(Loss) ||(12188991) ||(11432399) |
|brought forward || || |
|Allocations & ||0 ||0 |
|Appropriations || || |
|Balance carried ||(12673810.25) ||(12188991) |
|to Balance Sheet || || |
REVIEW OF OPERATIONS & OTHERS:
The Company has made Loss of Rs. 484819/- during the current year as against Loss ofRs. 756592/- during the previous year which shows significant reduce in expendituresand managing the cost so that the dilution of funds can be controlled. Your Directorsexpects to achieve the pace of better performance in the future and taking maximum effortsto control the costs and optimize the results in the coming years.
During the year under review owing to the accumulated losses the Directors do notrecommend any dividend.
The paid up Equity Share Capital as on March 31 2017 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 endeavored to follow voluntarilycorporate governance principles during the previous financial year.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toBombay Stock Exchange (BSE) where the Company's securities are listed.
DEMATERIALISATION OF SHARES:
54.87% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2017 and balance 45.13% is in physical form. The Company's Registrars is M/s.Link Itime India Pvt. Ltd. C-101 247 Park L.B.S. Marg Vikhroli (West) Mumbai 400 083.Tel No.: +91 22 49186270 Fax: +91-22-49186060 Email Id : email@example.comWebsite : www.linkintime.co.in .
NUMBER OF BOARD MEETINGS HELD:
The Board of Directors duly met 4 times during the financial year from 1st April 2016to 31st March 2017. The Meetings of Board of Directors were held on 28/05/201608/08/2016 11/11/2016 and 11/02/2017.
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 |
As per provisions of the Companies Act 2013 Mr. Mr. Maulin B. Acharya 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) thedirectors selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; c) the directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d) the directors had prepared the annualaccounts on a going concern basis; e) the directors have laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and f) the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such system wereadequate 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 AND AUDIT REPORT:
M/s. D. A. Rupawala & Co. Chartered Accountants was appointed as Statutory Auditorof the Company in the 29th Annual General Meeting for the Financial Year 2016-17. Theyhave showed their unwillingness for re-appointment. The Company has received arecommendation from Audit Committee about appointment of M/s. Mayur Shah & AssociatesChartered Accountants Ahmedabad and Certificate from them about their eligibility forappointment as Statutory Auditors in accordance with Rule 4 of the Companies (Audit andAuditors) Rules 2014 read with third proviso of Section 139(2) of the Companies Act2013. Hence on the recommendation of audit committee your Directors propose M/s. MayurShah
& Associates Chartered Accountants to be appointed as Statutory Auditor of theCompany for the Financial Year 2017-18. The Auditors' report does not contain anyqualification reservation or adverse remark and is self-explanatory and unmodified andthus does not require any further clarifications/comments. The Statutory Auditors have notreported any incident of fraud to the Audit Committee of the Company during the year underreview.
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
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.
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
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 has appointed Mr. Y. M. Joshi as Company Secretary and Compliance Officer.
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.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY JOINT VENTURESOR ASSOCIATE COMPANIES:
|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 ||Nil ||Nil |
|(Prevention Prohibition and Redressal) Act 2013. || || |
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 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 2017 also evaluated theperformance of the Board as a whole based on various criteria. The Board and theIndependent 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.
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 wasbrought his/her rich experience to the deliberations of the Board. The Board alsoappreciated the contribution made by all the independent directors in guiding themanagement in achieving higher growth and concluded that continuance of each independentdirector on the Board will be in the interest 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.
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:11th August2017 ||Place: Gandhidham. |