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Suryo Foods & Industries Ltd.

BSE: 519604 Sector: Others
NSE: N.A. ISIN Code: INE565E01016
BSE LIVE 12:48 | 03 Aug 8.30 -0.33
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VOLUME 100
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52-Week low 8.30
P/E
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Buy Price 0.00
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Sell Price 0.00
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OPEN 8.60
CLOSE 8.63
VOLUME 100
52-Week high 12.00
52-Week low 8.30
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Suryo Foods & Industries Ltd. (SURYOFOODS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty Seventh Annual Report on thebusiness and operations together with the Audited Accounts for the financial year ending31st March 2016. The performance of the Company for the year ended on 31stMarch 2016 is summarized below:

1. Financial Highlights:

The summarized financial results of our operations for the Financial Year ending 31stMarch 2016 is detailed hereunder

(Amount in Rs.)

Particulars 2015-16 2014-15
a) Revenue from Operations 27454730 -
b) Other Income 617614 3000000
c) Total Income 28072344 3000000
d) Profii/Loss before Interest & Depreciation 6697703 2227953
e) Less Interest - -
f) Cash Surplus(d-e) 6697703 2227953
g) Less Depreciation 2659133 427200
h) Profit/Loss before Tax 4038570 1800753
i) Provision for Tax - -
j) Profit/Loss after Tax 4038570 1800753
k) Transaction relating to earlier years - -
1) Proposed Dividend - -
m) Transfer to General Reserve - -
n) Surplus in Profit & Loss Account 4038570 1800753
o) Earnings Per Share{ Basic & Diluted) 102 0.45

Note: Previous year's figures are regrouped wherever necessary.

SUMMARY OF OPERATION

The income of the Company has increased by approximately Rs. 250.72 lakhs as comparedto the previous year and incurred Profit of Rs.40.38 lakhs (Previous Year Profit of Rs.18.00 Lakhs) during the year pursuant to notification of Schedule II to the Companies Act2013 with effect from 1st April 2014 the Company has charged depreciation based on theuseful lives as prescribed under the Schedule 11 The depreciation charge for the Yearended 31st March 2016 is higher by Rs. 22 31933 as compared to the Previous Year.

FUTURE PROSPECTS

After a decade from 1st April 2015 the Company has started its Operationat Gopalpur hatchery. During the Financial year 2016-17 the Company is expecting that theSales Turnover will be around Rs. 5.00 Cores and during the first three months of thefinancial year 2016-17 the turnover of the Company is around Rs. 62.90 lakhs.

STATE OF THE COMPANY'S AFFAIRS

The company's overall performance during the financial year was satisfactory inComparison to the last financial year and the Directors are interested not only toincrease the earnings of the company but also to provide qualitative services to itscustomer and society and continuing their efforts on achieving both the objective forprotecting the interest of the stakeholders as well as its customer & society as awhole.

DEPOSITS

The Company has not accepted any public deposits during the financial year.

DIVIDEND

After a decade during the financial year 2015-16 the Company resumes its Business andoperation. During this decade there were lot of losses so the Board of Directors decidedthat first of all the losses of the previous years will be eroded then there after thecompany will declare dividends.

TRANSFER TO GENERAL RESERVE

During the financial year ending on 31st March 2016 the Company hasproposed to transfer its net profit Rs. 40 38570/- to General Reserve.

Declaration by the Directors

Declaration by Independent Directors.

The Company has received necessary declaration from each 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 is submitted and taken on record on the BoardMeeting held on 20th May 2016.

Disclosure of Interest by the Directors:

The Board noted the disclosure of Interest received from all the Directors in otherCompanies for the financial year 2016-17 pursuant to the provisions of Section 184 (1) ofthe Companies Act 2013 read with rule 9 (1) of the Companies (Meetings of Board and itsPowers) Rules 2014 in Form No MBP-1 on the Board Meeting held on 20thMay2016.

Disclosure of Disqualification by the Directors:

The Board of Directors of the Company received that the general notice ofdisqualification of Directors from all the Directors of the Company for the FY- 2016-17pursuant to the provisions of Section 164 (1) of the Companies Act 2013 read with rule14(1) of Companies (Appointment and Qualification of Directors) Rule 2014 on the BoardMeeting held on 20th May 2016.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT-9 is attached to the Boards Report in Annexure-A.

Directors' Responsibility Statement as required under Section 134 (3) fcl of theCompanies 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 2016 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.

Statutory Auditors their Report and Financial Statements and Notes to FinancialStatements.

The statutory auditors of the Company M/s. SRB & Associates Chartered Accountants(Firm Registration No. 310009E) were appointed in the 25th Annual GeneralMeeting held on 29th September 2014 to hold office till the conclusion of the AnnualGeneral Meeting to be held in the calendar year 2017 subject to ratification at everyAnnual General Meeting. The Board recommends ratification of their appointment at theforthcoming Annual General Meeting

In this regard the company has received a certificate from Auditors to the effect thatif they are reappointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.

Further the report of the Statutory Auditors is enclosed to this report. Theobservations made in the Auditors' report are self-explanatory and therefore do not callfor any further comments.

Auditor Certificate on Corporate Governance

As required by Regulation 27(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the auditor's certificate oncorporate governance is enclosed as an annexure to the Board's Report in Annexure-B.

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 F.Y. 2015-2016.

Secretarial Auditor

M/s Saroj Ray and Associates Practicing Company Secretaries was appointed to conductthe Secretarial Audit of the Company for the Financial Year 2015-16 as required underSection 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Reportfor FY 2015-16 forms part of the Annual Report as Annexure to the Board Report inAnnexure-c.

The Board has appointed M/s. Saroj Ray and Associates Practicing Company Secretariesas the Secretarial Auditor of the Company for the Financial Year 2016-17. Further thereport of the Secretarial Auditors along with notes to Schedules is enclosed to thisreport. The observations made in the Secretarial Audit report are self-explanatory andtherefore do not call for any further comments

Internal Auditor

M/s. Amit Mallik and Associates Practicing Chartered Accountants was appointed as theInternal Auditor to conduct the Internal Audit of the Company for the Financial Year2015-16 as required under Section 138 of the Companies Act 2013 and Rules there under.The Board has appointed M/ s. Amit Mallik and Associates Practicing Chartered Accountantsas the Internal Auditor of the Company for the Financial Year 2016-17.

MANAGEMENT'S PISCUSION AND ANALYSIS REPORT:

Management's Discussion and Analysis for the year under review as stipulated underRegulation 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.

Capital

During the financial year no allotment has been made by the Company.

As on 31st March 2016 the issued subscribed and paid up capital of theCompany stood at Rs 39600000/- comprising 3960000 no of Equity Share of Rs. 10/-each.

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.

Significant and material orders passed bv 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.

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.

Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Corporate Social Responsibilities Committee

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does noi fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

Fixed Deposits

The Company has not accepted any deposits from the public during the financial year2015-16 in terms of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

Particulars of Employees

During the financial year 2015-16 following disclosures are required in respect offollowing employees:

S.N 0. Employee Name Designatio n Remuneration received Qualification Age (In years) Date of commencement of employment
i Mr. Ajit Padhee Whole time Director 960000/-pa Bachelor of Arts 57 21.01.2015
2 Mr. Mihir Kumar Acharya Manager Accounts 504000/-p.a Bachelor of Commerce 62 01.04.2015
3 Mr Rakhal Panigrahi Company Secretary l80000/-p.a Company Secretary 27 22.05.2015
4 Mr. Bikash Kumar Sahoo Chief Financial Officer l86000/-p.a Master of Business Administration 31 12.11.2014

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) Rule2014 the Conservation of Energy Research andDevelopment Technology Absorption and Foreign Exchange Earnings & Outgo is NIL duringthe year.

Personnel

None of the employees of the Company has been in receipt of remuneration exceeding theamounts envisaged by section 134(3) (m) of the Companies Act 2013.

DISCLOSURE AS PER LISTING AGREEMENT:

Cash Flow:

The cash flow statement in accordance with accounting standard and (AS-3) of ICAI isappended to this Annual Report.

Related Party Transactions:

As a matter of policy the company carries out transactions with related parties on anarm-length basis. Statement of these transactions is given in the Notes to Account (Note-26 (7a)) attached in compliance of Account Standard No.AS-18.

Listing

The Company's shares are listed on the 'The Bombay Stock Exchange Limited'. The Annuallisting fees to the 'The Bombay Stock Exchange Limited' for the year 2015-16 have beenpaid.

Acknowledgement:

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
Sd/-
Date: 27072016 Mr. Amrendra Dash
Place: Bhubaneswar (Chairman cum Managing Director)