Your Directors have pleasure in presenting the Twenty Eighth Annual Report on thebusiness and operations together with the Audited Accounts for the financial year ending31st March 2017. The performance of the Company for the financial year ended on 31stMarch 2017 is summarized below:
1. FINANCIAL HIGHLIGHTS:
The summarized financial results of our Company for the Financial Year ending 31stMarch 2017 are detailed hereunder:
|Particulars ||2016-17 ||2015-16 |
|a) Revenue from Operations ||18960297 ||27454730 |
|b) Other Income ||1105658 ||617614 |
|c) Total Income ||20065955 ||28072344 |
|d) Profit/Loss before Interest & Depreciation ||(592988) ||6697703 |
|e) Less Interest ||- ||- |
|f) Cash Surplus(d-e) ||(592988) ||6697703 |
|g) Less Depreciation ||3110154 ||2659133 |
|h) Profit/Loss before Tax ||(3703142) ||4038570 |
|i) Provision for Tax ||- ||- |
|j) Profit/Loss after Tax ||(3703142) ||4038570 |
|k) Transaction relating to earlier years ||- ||- |
|1) Proposed Dividend ||- ||- |
|m) Transfer to General Reserve ||- ||- |
|n) Surplus in Profit & Loss Account ||(3703142) ||4038570 |
|o) Earnings Per Share(Basic & Diluted) ||(0.94) ||1.02 |
Note: Previous year's figures are regrouped wherever necessary.
2.SUMMARY OF OPERATION:
During the financial year the revenue of the Company has decreased by approximatelyRs. 80.06 lakhs as compared to the previous year and incurred Loss of Rs.37.03 lakhs(Previous Year Profit of Rs.40.38 Lakhs).The depreciation charge for the Year ended 31stMarch 2017 is higher by Rs. 451021.00 as compared to the Previous Year.
3. STATE OF AFFAIRS OF THE COMPANY:
The company's overall performance during the financial year was not satisfactory inComparison to that of the last financial year which is reflected in the financial resultsof the company. The Directors are interested not only to increase the earnings of thecompany but also to provide qualitative services to its customer society etc andcontinuing their efforts on achieving both the objective for protecting the interest ofthe stakeholders as well as its customer & society as a whole.
The Company has not accepted any public deposits during the financial year ended 31stMarch 2017.
As during the financial year the Company has incurred loss and the Company is alsohaving accumulated losses so the Board of Directors of your Company has not recommendedany divided for the financial year 2016-17.
6. TRANSFER TO GENERAL RESERVE:
During the financial year ending on 31st March 2017 the Company does notpropose to transfer any amount to the General Reserve.
7. DECLARATION BY THE DIRECTORS:
(i) Declaration by Independent Directors
The Company has received necessary declaration from all the independent Director.
Under Sec 149(7) of Companies Act 2013 that they meet the criteria of independencelaid down under section 149(6) of Companies Act 2013 and Regulation 25 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The declaration of Independency was submitted by all the Independent Directors.
(ii) Disclosure of Interest by the Directors
All the Directors have disclosed their interest in other entities as required underthe provisions of Section 184 (1) of the Companies Act 2013 read with rule 9 (1) of theCompanies (Meetings of Board and its Powers) Rules 2014 in Form No MBP-1.
(iii) Disclosure of Disqualification by the Directors
All the Directors of the Company has given the declaration that they are notdisqualified to act as Director of the Company pursuant to the provisions of Section 164(1) of the Companies Act 2013 read with rule 14(1) of Companies (Appointment andQualification of Directors) Rule 2014.
8. CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of Business of the Company.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review the Company has not made any loans guarantees orinvestments under Section 186 of the Companies Act 2013.
10. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 read with applicable Rules madethere under the extract of Annual Return in Form MGT-9 is attached to the Boards Reportin Annexure-A.
11. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134
(3) (C) OF THE COMPANIES ACT 2013:
The Financial Statements are prepared in accordance with the General AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis. Therewere no Material departures from the prescribed Accounting Standards in the adoption ofthese Standards.
The Directors confirm that:
(a) In the preparation of annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material deparatures.
(b) 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 and loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting record in accordance with the provisions of the act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities.
(d) The directors have prepared the annual accounts on a going concern basis.
(e) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
(f) The directors have devised proper systems to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.
12. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
13. STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:
As per the provisions of the Section 139 (2) of the Companies Act 2013 and the Rulesmade there under the terms of office of the statutory auditors M/ s. SRB & AssociatesChartered Accountants (Firm Registration No. 310009E) is going to be expired at thisAnnual General Meeting and as per the provisions of the Section 139 (2) of the CompaniesAct 2013 they are not eligible to be re-appointed. So in compliance to this the Board ofDirectors have recommended the appointment of M/s. Sanjit Mohanty & Co. CharteredAccountants Bhubaneswar (Firm Registration No.: 328858E) as the Statutory Auditors ofthe Company and recommended the same for the approval of Members for a period of l(One)year i.e. from the conclusion of 28th Annual General Meeting till the conclusion of 29thAnnual General Meeting.
M/s Sanjit Mohanty & Co. have consented to their appointment as Statutory Auditorsand have confirmed that if appointed their appointment will be in accordance with Section139 read with Section 141 of the Act.
14. CORPORATE GOVERNANCE:
As required by Regulation 27(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the report on corporate governance & the Certificateof the auditor's is enclosed as an annexure to the Board's Report in Annexure-B.
15. COST AUDIT:
As per the provision of Section 148 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rule 2014 Cost Auditwas not applicable to the Company during the Financial Year 2016-17.
16. SECRETARIAL AUDITOR:
M/s. Saroj Ray and Associates Practicing Company Secretaries was appointed to conductthe Secretarial Audit of the Company for the Financial Year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Reportfor the financial year 2016-17 forms part of the Annual Report as Annexure to the BoardReport in Annexure-C.
The Board has re-appointed M/s. Saroj Ray and Associates Practicing CompanySecretaries as the Secretarial Auditor of the Company for the Financial Year 2017-18.
17. INTERNAL AUDITOR:
M/ s. Amit Mallik and Associates Practicing Chartered Accountants was appointed as theInternal Auditor of the Company to conduct the Internal Audit for the Financial Year 2016-17 as required under Section 138 of the Companies Act 2013 and Rules there under. TheBoard has appointed M/ s. AASA and Associates Practicing Chartered Accountants as theInternal Auditor of the Company for the Financial Year 2017-18.
18. MANAGEMENT'S DISCUSION AND ANALYSIS REPORT:
Management's Discussion and Analysis for the financial year under review as stipulatedunder Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section asAnnexure-D forming part of the Annual Report.
19. SHARE CAPITAL:
During the financial year no allotment has been made by the Company. As on 31st March2017 the issued subscribed and paid up capital of the Company stood at Rs. 39600000/-comprising 3960000 no of Equity Share of Rs. 10/- each. During the year the Company hasneither issued any equity shares with differential voting right nor any sweat equityshares.
20. RISK MANAGEMENT POLICY:
The Board is of the opinion that risk is an inseparable element from business whichmay threaten the existence of the Company so adequate measures have been taken to minimizethe quantum of risk element.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and Material order passed by the regulator or courts ortribunals impacting the going concern status and company's operations in future.
22. INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the Companies Policies the safeguarding ofits assets prevention and detection of frauds and errors and the timely preparation ofreliable financial disclosure.
23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company did not have any funds lying as unpaid or unclaimed amount for a period ofseven years. Therefore the Company is not required to transferred any funds to theInvestor Education and Protection Fund (IEPF).
24. CORPORATE SOCIAL RESPONSIBILITIES COMMITTEE:
The Company is not required to constitute a Corporate Social Responsibility Committeeas our Company is not Coming under the Criteria as stipulated under the Section 135(1) ofthe Companies Act 2013.
25. PARTICULARS OF EMPLOYEES:
During the financial year 2016-17 following disclosures are required in respect offollowing employees:
| || || || ||Age || |
|Employee Name ||Designation ||Remuneration received ||Qualification ||(in years) ||Date of commencement of employment |
|1 Mr. Ajit Padhee ||Whole time Director ||960000/-p.a ||Bachelor of Arts ||58 ||21.01.2015 |
|2 Mr. Sandeep Kumar Mishra ||Chief Financial Officer ||240000/-p.a ||Cost Accountant ||28 ||21.05.2016 |
|3 Mr. Satyajit Dash ||Company Secretary ||240000/-p.a ||Company Secretary ||28 ||01.04.2016 |
26. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS & OUTGO:
The particulars as prescribed under sub section (3)(m) of 134 of the Companies Act2013 read with Companies (Accounts) Rule 2014 the Conservation of Energy Research andDevelopment Technology Absorption and Foreign Exchange Earnings & Outgo is NIL duringthe year.
27. CASH FLOW:
The cash flow statement in accordance with accounting standard and (AS-3) of ICAI isappended to this Annual Report.
28. RELATED PARTY TRANSACTIONS:
As a matter of policy the company carries out transactions with related parties on anarm-length basis and in ordinary course of business. Statement of these transactions isprescribed in the Notes to Accounts [Note-1 (i)] attached in compliance of AccountStandard No. AS-18.
The Company's shares are listed on the 'BSE Limited'. The Annual listing fees to the"BSE Limited.' for the year 2016-17 have been paid.
The Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders' clients Bank Central & State government the company's valuedinvestors and all other business partner for their continued co-operation and excellentsupport received during the year.
| ||For and on behalf of the Board |
| ||M/s.Suryo Foods and Industries Ltd. |
| || |
|Date: 28.07.2017 ||Mr. Amarendra Dash |
|Place: Bhubaneswar ||(Chairman cum Managing Director) |