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Suryodaya Investment & Trading Co. Ltd.

BSE: 501178 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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Suryodaya Investment & Trading Co. Ltd. (SURYODAYAINVEST) - Director Report

Company director report

To

The Members of

Suryodaya Investment and Trading Company Limited.

Your Directors have pleasure in presenting the Annual Report together with the auditedfinancial statement of the Company for the financial year ended March 31 2016.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31 2016 issummarized below:

Standalone Consolidated
Particulars Year Ended March 31 2016 Year Ended March 31 2015 Year Ended March 31 2016 Year Ended March 31 2015
Total Income 32466 6155991 32466 15523440
Total Expenses 513788 398075 618395 887672
Profit before Tax (481322) 5757916 (585929) 14635768
Less: Provision for Tax
-Current Tax NIL 1825000 NIL 4725000
- Deferred Tax NIL NIL NIL NIL
- MAT Credit NIL NIL NIL NIL
- Prior period taxes (664167) 54768 (739117) 84702
Profit for the Year before Share in 182845 3878148 153188 9826066
Associates' profit/Loss
Share in Associates' Profit/(Loss) NIL NIL NIL NIL
Profit/(Loss) After Tax 182845 3878148 (350883) 7895524
Add : Surplus b/f 86076942 82198794 77058737 65305021
Fixed Assets not having remaining useful life as on 1st April 2014 NIL NIL NIL NIL
Disposable Profits 86259787 86076942 76707854 76389647
Appropriations towards :
Special Reserve NIL NIL NIL NIL
General Reserve NIL NIL NIL NIL
Balance carried forward 86259787 86076942 76707854 76389647
EPS
-Basic 0.14 2.91 (0.26) 5.92
-Diluted 0.14 2.91 (0.26) 5.92

PERFORMANCE REVIEW

On standalone basis your Company earned the gross income of Rs. 32466 as against Rs.6155991 in the previous year. The total expenditure during the year under review was Rs.513788as against Rs. 398075 in the previous year. The Net Profit after tax was Rs.182845 as against Rs. 3878148 in the previous year.

On consolidated basis your Company earned the gross income of Rs. 32466 as againstRs. 15523440 in the previous year. The total expenditure during the year under reviewwas Rs. 618395 as against Rs. 887672 in the previous year. The Net Profit/ (Loss)after tax was Rs. (350883) Lakhs as against Rs. 7895524 in the previous year.

TRANSFER TO RESERVES

The Company does not transfer any amount to the General Reserve.

SHARE CAPITAL

During the reporting period your Company has not allotted any Securities/Shares.

There is no change in the issued subscribed and paid up capital of the Company.

DIVIDEND

The Board does not recommend any dividend for the financial year ended 31st March2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

According to the Companies Act 2013 at least two–thirds of the total number ofDirectors (excluding Independent Directors) shall be liable to retire by rotation. Forthis purpose considering the composition of the Board of Directors Mr. S.M. SinghviDirector of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment. Necessary resolution forthis purpose is being proposed in the notice of the ensuing Annual General Meeting for theapproval of the members.

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub-section (6).

NUMBER OF MEETINGS

a. Board Meeting

The Board of Directors met Five (5) times in the financial year.

b. Audit Committee

During the year Five (5) Audit Committee Meetings were convened and held. The detailspertaining to composition of Audit Committee and the attendance of the Audit Committeemembers are provided in the Corporate Governance Report which forms part of this report.

c. Nomination and Remuneration Committee

During the year One (1) Nomination and Remuneration Committee Meeting were convenedand held. The details pertaining to composition of Nomination and Remuneration Committeeand the attendance of the Nomination and Remuneration Committee members are provided inthe Corporate Governance Report which forms part of this report.

d. Share Transfer and Stakeholders Relationship Committee

During the year One (1) Share Transfer and Stakeholders Relationship CommitteeMeetings were convened and held. The details pertaining to composition of Share Transferand Stakeholders Relationship Committee and the attendance of the Share Transfer andStakeholders Relationship Committee members are provided in the Corporate GovernanceReport which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and committee meetings. In addition the Chairman wasalso evaluated on the key aspects of his role.

In a separate meeting of Independent Directors performance of non- IndependentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executiveDirectors.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance report which forms part of the Directors' report.

ADEQUACY OF INTERNAL CONTROL

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.

AUDITORS

In accordance with Section 139 of the Companies Act 2013 and the rules made thereunder M/s. Khandelwal Jain& Co. Mumbai the Statutory Auditors of your Company hasbeen appointed as the Statutory Auditors of the Company in the Annual General Meeting ofthe Company (subject to ratification of their appointment at every AGM).

They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe Rules framed there under for appointment as Auditors of the Company.

As regards the qualification of the basis of qualified opinion in Auditor's report theNote No. 1(iv) & 20 is self-explanatory and does not required any furtherclarification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Taj & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report does notcontain any qualifications reservations or adverse remarks. The Secretarial Audit Reportis annexed and forms part of this report.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31 2016 your Company had three wholly owned subsidiaries viz. (1) PayalInvestment and Trading Private Limited (2) Mahalaxmi Holdings Limited (3) GinideepFinance and Investments Private LimitedWith (1) Acme Investments Limited (2) MimosaFinance & Trading Pvt. Ltd. (3) BinaFininvest Pvt. Ltd. Associates Companieswithinthe meaning of Section 2(6) of the Companies Act 2013 ("Act"). There has beenno Material change in the nature of the business of the subsidiaries and associates.

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company.

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isannexed and forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT 2013

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a. in the preparation of the annual financial statements for the year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. they have selected such accounting policies and applied them consistently and madejudgment and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at the end of the financial year and of theprofit of the Company for that period; c. they have taken proper and sufficient care tothe best of their knowledge and ability for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts for the financial year ended March 31 2016on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 compliance with the corporate governance provisions are not applicableto your Company as the Company's paid up Equity Share Capital does not exceed of 10 Croresand net worth does not exceed of 25 Crores as on March 31 2016.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided under sub-section (3) of Section 92 in theForm MGT 9 for the financial year under review is annexed and forms part of this report.

RELATED PARTY TRANSACTIONS

There was no any related party transaction During the Year either arm's length basis orin the ordinary course of the business. There are no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large.

So there are no transactions with related parties pursuant to Section 134(3) (h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under reviewis annexed and forms part of this report.

LISTING OF SHARES

Equity Shares of the Company are listed with BSE Limited.The Annual listing fee for thefinancial year 2016-17 has been paid to the BSE Limited (BSE).

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

i. The ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the financial year 2015-16;

Non-executive directors Ratio to median remuneration
Mr. R.S. Bhangui 0.00
Mr. Raman Subhash 0.00
Ms.SanjeetaPutharan 0.00
Executive Directors
Mr. S.M. Singhvi 0.00

ii. The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary if any in the financial year;

Name Designation % increase in remuneration in the financial year i.e. 2015-16
Mr. S.M. Singhvi Executive Director -
Mr. R.S. Bhangui Non-Executive Independent Director -
Mr. Raman Subhash Non-Executive Independent Director -
Mrs.SanjeetaPutharan Woman Director -
*Ms. Sudeepti Srivastava Company Secretary & Compliance Officer 45000/-
Mr. Bhanwarlal Pareekh Chief Financial Officer 42000/-
Mr. SatendraSeksaria Chief Executive Officer 36000/-

*Ms. Sudeepti Srivastava appointed on 1st October 2015.

iii. The percentage increase in the median remuneration of employees in the financialyear: NIL

iv. The number of permanent employees on the rolls of Company as on March 31 2016: 6

v. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees in the financial year2015-16Was Nil However there was no increase in the salaries of Director (ManagerialPersonnel) during the year. The increments given to employees are based on theirpotential performance and contribution which is also benchmarked against applicableindustry norms.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

vii. There are no employees falling within the purview of Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 no such details arerequired to be given.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The company being Investment Company has nothing to report on energy conservation andtechnology absorption there is no foreign exchange outgoing

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned Nil in foreign currency in the current financial year and in theprevious year.

INSURANCE

The Company's fixed assets as well as current assets have been adequately insured.

RISK MANAGEMENT

The details in respect of risks and concerns are included in the Management Discussion& Analysis which forms part of this report.

DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

Certificate from Mr. R.S. Bhangui Independent Director and Mr. Bhanwarlal PareekhChief Financial Officer as specified in Part B of Schedule II of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 for the financial year endedMarch 31 2016 was placed before the Board of Directors of the Company at its meeting heldon May 27 2016.

ACKNOWLEDGMENT

The Board of Directors takes the opportunity to express its sincere appreciation forthe support and co–operation from its members Reserve Bank of India banks andStatutory and Regulatory Authorities.

The Board also wishes to place on record their sincere appreciation of the contributionmade by the executives and employees at all levels for their dedication and commitment tothe Company throughout the year.

By order of Board of Directors

For Suryodaya Investment and Trading Co. Limited

Place : Mumbai R.S. Bhangui S.M. Singhvi
Date : September 07 2016 Directors Director