EQUILATERAL ENTERPRISES LIMITED
(Formerly Known as: Surya Industrial Corporation Limited)
The Board of Directors of your Company has pleasure in presenting 32thAnnual Report of the Company along with Audited Accounts and the Auditor's Report for theAccounting Year ended 31st March 2019.
Comparative Figures are as under:
|Particulars ||31.03.2019 ||31.03.2018 |
|Sales & Job Work ||9621033.00 ||188423853.69 |
|Other Income ||6873921.00 ||10339045.96 |
|Profits on sale of Assets ||0.00 ||0.00 |
|Reduction in value of Investment ||0.00 ||0.00 |
|Profit (Loss) before Depreciation ||49725.34 ||262483.13 |
|Depreciation ||0.00 ||0.00 |
|Net Profit before tax ||49725.34 ||262483.13 |
|Net Profit after tax ||49725.34 ||262483.13 |
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as required by the Listing Regulations isincorporated herein by reference and forms an integral part of this report (Annexure1).
The Company has earned profit before tax of Rs.49725.34/- during the financial year2017-18 as against Rs. 262483.13/- earned during the previous financial year 2017-18.Net Profit after tax is Rs. 49725.34/- as compared to 262483.13/- in previous year.
Due to low profit your directors regret their inability to declare the dividend toshareholders.
During the year under review the company has not invited or accepted any Deposits fromthe public.
ALLOTMENT OF SHARE:
The Company has not allotted any shares during the year.
According to the International Monetary Fund (IMF) the global economy is expected togrow at approximately 3.7% in 2017. USA is showing signs of strong fundamentals (lowunemployment consumer spending etc.) which continue to support recovery. Asiacontributed on an average two-thirds to the global economic growth in the past few yearsand is expected to continue driving this growth in 2019. Japan is expected to remainsteady while China is expected to witness a marginal slowdown in growth.
Risks to global growth in the form of deflation slowdown in China lower commodityprices and interest rate hike in USA continue to weigh heavily on the growth momentum andoutlook.
GDP growth in Europe is expected to remain low as the strength of supportive factors(accommodative monetary policy low energy prices and Euro depreciation) diminishesamidst uncertainty relating to Britain's referendum migrant crisis and geo-politicaltensions. Europe continues to face multiple headwinds due to high debt levels a fragilebanking sector and increasing political impasse.
India is expected to continue its growth momentum in Financial Year 2018-19 on the backof robust manufacturing sector growth. Further various measures such as Make inIndia' Smart Cities' Digital India' that the Government has been taking inthe last couple of years are beginning to show results and the gradual implementation ofstructural reforms will continue to broaden and contribute towards higher growth.
INSIGHT OF DIAMOND INDUSTRY:
i) GLOBAL INSIGHT ON DIAOMAN AND JEWELLERY BUSINESS:
Strong growth in demand from US consumers was the main driver for global sales ofdiamond jewellery in 2018. Consumer demand for diamond jewellery in the US stillcomfortably the world's largest market hit a new record of $40 billion in 2018. Chineseconsumers also continued to increase their overall spend on diamond jewellery in 2016both domestically and when purchasing overseas. The Japanese Indian and Gulf consumermarkets saw some declines in local currency terms with the strength of the US dollarfurther impacting growth rates in US dollar terms.
At constant currency global consumer demand for diamond jewellery grew by two percent. However the strength of the US dollar during the year negatively impacted growth atactual exchange rates with global consumer demand for diamond jewellery in US dollarterms reaching US$80 billion in 2016 with increase on the record US$79 billion seen in2015 Globally demand for diamond jewelry in 2016 increased marginally in US dollars (atactual exchange rates) to $80 billion with demand growth from the US offsetting acontraction in India.
GLOBAL POLISHED DIAMOND DEMAND SHARE BY GEOGRAPHY
(USD AT POLISHED WHOLESALE PRICES)
The analysis of the polished diamond content (the value of diamonds measured inPolished Wholesale Prices in US dollars) in diamond jewellery consumed around the worldshows that both the US and Japanese markets gained share in 2016.
|2015 ||USA 45% ||CHINA 16% ||GULF 8% ||INDIA 7% ||JAPAN 4% ||Rest of World |
| || || || || || ||20% |
|2016 ||USA 47% ||CHINA 16% ||GULF 7% ||INDIA 6% ||JAPAN 5% ||Rest of World |
| || || || || || ||19% |
Among the top five consumer diamond markets in the world the US is expected tocontinue to be the main driver of demand growth in 2017 sustained through moderatelypositive economic momentum and cautious consumer optimism.
ii) INDIAN INSIGHTDIAOMAN AND JEWELLERY BUSINESS:
Despite positive general macroeconomics in India consumer demand for diamond jewellerydropped in 2016 as it was negatively affected by a number of factors impacting overallconsumer spending including structural labour market issues and restricted consumercredit and Jeweller's strike and demonetization led to a decline in demand in localcurrency while weakness of the Rupee versus the US dollar led to a greater decline in USdollars.
The analysis of the polished diamond content (the value of diamonds measured inPolished Wholesale Prices in US dollars) in diamond jewellery consumed around the worldshows that the US market as the fastest growing in 2016 has gained share (from 45 percent in 2015 to 45 per cent in 2016).
The Gems and Jewellery sector plays a significant role in the Indian economycontributing around 6-7 per cent of the country's GDP. One of the fastest growing sectorsit is extremely export oriented and labour intensive.
Based on its potential for growth and value addition the Government of India hasdeclared the Gems and Jewellery sector as a focus area for export promotion. TheGovernment has recently undertaken various measures to promote investments and to upgradetechnology and skills to promote Brand India' in the international market.
India is deemed to be the hub of the global jewellery market because of its low costsand availability of high-skilled labour. India is the world's largest cutting andpolishing centre for diamonds with the cutting and polishing industry being wellsupported by government policies.
India's Gems and Jewellery sector has been contributing in a big way to the country'sforeign exchange earnings (FEEs). The Government of India has viewed the sector as athrust area for export promotion. The Indian government presently allows 100 per centForeign Direct Investment (FDI) in the sector through the automatic route.
b) MARKET SIZE:
The gems and jewellery market in India is home to more than 500000 players with themajority being small players.
India is one of the largest exporters of gems and jewellery and the industry isconsidered to play a vital role in the Indian economy as it contributes a major chunk tothe total foreign reserves of the country. UAE US Russia Singapore Hong Kong LatinAmerica and China are the biggest importers of Indian jewellery.
The overall gross exports of Gems &Jewellery in April 2016 stood at US$ 3.23billion whereas exports of cut and polished diamonds stood at US$ 1.78 billion. Exportsof gold coins and medallions stood at US$ 302.67 million and silver jewellery export stoodat US$ 299.69 million in April 2016. The overall gross imports of Gems &Jewellery inApril 2016 stood at US$ 2.90 billion.
According to a report by Research and Markets the jewellery market in India isexpected to grow at a Compound Annual Growth Rate (CAGR) of 15.95 per cent over the period2014-2019.
The cumulative Foreign Direct Investment (FDI) inflows in diamond and gold ornaments inthe period April 2000-December 2015 were US$ 751.37 million according to Department ofIndustrial Policy and Promotion (DIPP).
During April-December 2015 India imported US$ 17.33 billion worth of raw material forgems and jewellery. With an 6 per cent share in polished diamonds in 2016 India hasbecome the world's Fourth largest diamond consumer.
The Gems and Jewellery sector is witnessing changes in consumer preferences due toadoption of western lifestyle. Consumers are demanding new designs and varieties injewellery and branded jewellers are able to fulfil their changing demands better than thelocal unorganized players. Moreover increase in per capita income has led to an increasein sales of jewellery as jewellery is a status symbol in India.
Major mining companies such as Rio Tinto De Beers and Alrosa have decided toparticipate in the Indian Diamond Trading Centre (IDTC) which has been set up to eliminatethe middlemen in diamond trade and allow Indian manufacturers to deal directly withminers.
India Bullion and Jewellers Association (IBJA) has signed an pact with theBombay Stock Exchange (BSE) for setting up India's first bullion exchange through aSpecial Purpose Vehicle (SPV) wherein IBJA and its constituents will hold 70 per cent andBSE will hold 30 per cent stake.
Global luxury brand Montblanc International has entered into a joint venturewith India's largest watch maker Titan Co Ltd and plans to start the retail operations inIndia by opening five Montblanc boutiques in Mumbai Delhi Hyderabad and Pune.
Jewellery major Joyalukkas plans to invest Rs 1500 crore (US$ 220.08 million)on setting up 20 stores in India and 10 overseas. The new stores which will come upalmost in a year's time will add to the Thrissur-headquartered company's existing 95outlets.
London-headquartered Gemfields a multi-national firm specialising in colourgemstones mining and marketing is planning to acquire colour gemstone mines in Odisha andJharkhand and participate in the exploration of the Kashmir sapphire mines in Jammu &Kashmir.
The India arm of US private equity (PE) firm Warburg Pincus picked up a minoritystake in Kerala-based KalyanJewellers for Rs 1200 crore (US$ 176 million). The jewellerplans to use the proceeds to fund its retail and manufacturing expansion plans.
Creador a PE firm focused on long-term investments in growth-orientedbusinesses in Indonesia India Malaysia and Singapore invested Rs 135 crore (US$ 20.28million) for a minority stake in PC Jeweller Limited.
Indian exports will now receive concessional duty treatment in the US as it hasrenewed the Generalized System of Preferences retrospectively from August 1 2013 December31 2017.
d) GOVERNMENT INITIATIVES:
The Reserve Bank of India has announced norms for gold monetization scheme whichallows individuals trusts and mutual funds to deposit gold with banks in return forinterest to help reduce gold imports and alleviate pressure on trade balance.
The Reserve Bank of India (RBI) has liberalized gold import norms. With this star andpremier export houses can import the commodity while banks and nominated agencies canoffer gold for domestic use as loans to bullion traders and jewellers. Also India hassigned a Memorandum of Understanding (MoU) with Russia to source data on diamond tradebetween the two countries. India is the top global processor of diamonds while Russia isthe largest rough diamond producer. The Government of India is planning to establish aspecial zone with tax benefits for diamond import and trading in Mumbai in an effort todevelop the city as a rival to Antwerp and Dubai which are currently the top trading hubsfor diamond.
In the coming years growth in Gems and Jewellery sector would be largely contributedby the development of large retailers/brands. Established brands are guiding the organizedmarket and are opening opportunities to grow. Increasing penetration of organized playersprovides variety in terms of products and designs. Also the relaxation of restrictions ofgold import is likely to provide a fillip to the industry. The improvement in availabilityalong with the reintroduction of low cost gold metal loans and likely stabilization ofgold prices at lower levels is expected to drive volume growth for jewellers over short tomedium term. The demand for jewellery is expected to be significantly supported by therecent positive developments in the industry.
OPERATIONS AND PERFORMANCE:
The Equilateral Enterprises Limited in Financial Year 2018-19 recorded a turnover ofRs. 9621033/- and other income of Rs. 6873921/- as compared to Rs. 188423853.69/-and other income of Rs. 10339045.96/- in Financial Year 2017-18. The PBIT for theCompany in Financial Year 2018-19 is Rs. 49725.34/- as compared to Rs. 262483.13 forFinancial Year 2016-17. The Company reported a consolidated Profit after tax of Rs.49725.34/- as against a profit of Rs. 262483.13/- in Financial Year 2017-18.
TRANSFER TO RESERVES:
Your Company has not transferred any amount in free reserve.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Details of the loans made by the Company to other body corporate or entities are givenin notes to financial statements.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read with theRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 as amended fromtime to time the Company is required to disclose the ratio of the remuneration of eachdirector to the median employee's remuneration and such other details however the companyhas not paid any remuneration to its KMP and other Directors during the financial yearhence there are no such details for reporting under this clause.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not met any of the criteria mentioned in the provision of the Section135 of the Companies Act 2013 as per the Capital Turnover & Profit of last threefinancial year hence Corporate Social Responsibility (CSR) committee has not formulate bythe company.
At Equilateral Enterprises Limited we ensure that we develop and follow the corporategovernance guidelines and best practices sincerely to not just boost long-term shareholdervalue but to also respect minority rights. We consider it our inherent responsibility todisclose timely and accurate information regarding our financials and performance as wellas the leadership and governance of the Company.
Pursuant to theobligations to adhere to the compliance with the compliances of Clause49 of Listing Agreement amended (under Regulation 27(2) of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCorporate Governance Report and the Auditors' Certificate regarding compliance ofconditions of Corporate Governance are annexed to this report (Annexure IV).
BOARD OF DIRECTORS:
During the year the Board of Company comprises of the following Directors:
|Mr. Pratikkumar Sharadkumar Mehta ||- Managing Director |
|Ms. Bhavi JitendraSanghavi ||- Independent Director (Women Director) |
|Mr. Naitik Devendrakumar Shah ||- Independent Director |
RE-APPOINTMENT/(RETIRE BY ROTATION):
There is no Re-appointment/Retire by rotation at the ensuing AGM None of the Directorsare liable to be retire by rotation this year as per the Article of Articles of theCompany and Sub-Section 6 and 7 of Section 152 of Companies Act 2013.
During the Financial Year there was no appointment of any Director or KMP in theCompany.
During the Financial Year there was no cessation of any director or KMP in the Company.
The Company scheduling of meetings of Board with proper notices and agenda &calendar is prepared and circulated in advance. The Board met (five) 5 times during theyear 2018-19 the details of which are given in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Regulations.
SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA:
The Nomination and Remuneration Committee (NRC) works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business education. Characteristics expected of all Directors includeindependence integrity high personal and professional ethics sound business judgmentability to participate constructively in deliberations and willingness to exerciseauthority in a collective manner.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board are stated in this Board report. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company.
FAMILIARISATIONAND TRAINING PROGRAMME FOR INDEPENDENT DIRECTORS:
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors/senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors:
(a) a program on how to review verify and study the financial reports;
(b) a program on Corporate Governance;
(c) Provisions under the Companies Act 2013; and
(d) SEBI Insider Trading Regulation 2015;
(e) SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015
Further at the time of appointment of an independent director the Company issues aformal letter of appointment.
The Board evaluated the effectiveness of its functioning that of the Committees and ofindividual Directors. The Board through Nomination and Remuneration Committee sought thefeedback of Directors on various parameters such as:
Degree of fulfillment of key responsibilities towards stakeholders;
The structure composition and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its Committees;
Effectiveness of the deliberations and process management;
Board/Committee culture and dynamics; and
Quality of relationship between Board Members and the Management.
The Chairman of the Board had one-on-one meeting with the Independent Directors and theChairman of NRC had one-on-one meeting with the Executive and Non-Executive Directors.These meeting were intended to obtain Directors' inputs on effectiveness of theBoard/Committee processes.
The Board considered and discussed the inputs received from the Directors. Also theIndependent Directors at their meeting reviewed the performance of the Board Chairman ofthe Board and that of Non-Executive Directors.
Meeting of independent Directors was held on 14/02/2019 to evaluate the performance ofExecutive Director of the Company.
The evaluation process endorsed the cohesiveness that exists amongst the Board Membersthe Board Members' confidence in the ethical standards of the Company and the openness ofthe Management in sharing strategic information to enable Board Members to discharge theirresponsibilities.
COMPENSATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT:
Based on the recommendations of NRC the Board has approved the Remuneration Policy forDirectors Key Managerial Personnel (KMP) and all other employees of the Company. As partof the policy the Company strives to ensure that:
The Remuneration Policy for Directors KMP and other employees was adopted by the Boardduring the F.Y. 2014-15 during the year there have been no changes to the Policy.
During the year Company has not paid any remuneration to any Directors Key ManagerialPersonnel (KMP).
INDEPENDENT DIRECTORS' DECLARATION:
The Company has received the necessary declaration from each ID in accordance withSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid out in sub-section (6) of Section 149 of the Companies Act 2013 and the ListingRegulations.
In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not directors in the company its holding subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two percent. or more of its grossturnover or total income or fifty lakh rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;
5. Independent Director neither himself nor any of his relatives -
holds or has held the position of a key managerial personnel or is or has been employeeof the company or its holding subsidiary or associate company in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed;
is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of -
a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
COMMITTEES OF THE BOARD:
Currently the Board has four committees as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stake Holders Relationship Committee
4. Risk Management Committee
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS:
The Board of Directors of the Company is responsible for ensuring that InternalFinancial Controls have been laid down in the Company and that such controls are adequateand operating effectively. The foundation of Internal Financial Controls (IFC) lies in theCompanies Code of Conduct policies and procedures adopted by the Management corporatestrategies annual management reviews management system certifications and the riskmanagement framework.
The Company has IFC framework commensurate with the size scale and complexity of itsoperations. The framework has been designed to provide reasonable assurance with respectto recording and providing reliable financial and operational information complying withapplicable laws.
The controls based on the prevailing business conditions and processes have beentested during the year and no reportable material weakness in the design or effectivenesswas observed. The framework on Internal Financial Controls over Financial Reporting hasbeen reviewed by the internal audit team of the company and external auditors.
The Company has its own Internal Audit system the scope and authority of the InternalAudit function is to maintain its objectivity and independence by internal audit team ofthe company the Internal Audit function reports to the Chairman of the Audit Committee.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company accounting procedures and policies of the Company. Basedon the report of internal audit function process owners undertake corrective action(s) intheir respective area(s). Significant audit observations and corrective action(s) thereonare presented to the Audit Committee.
The Audit Committee reviews the reports submitted by the Internal Audit team annually.
The Company is open to the elements to uncertainties owing to the sectors in which itoperates. These uncertainties create new business opportunities with intrinsic risks. Akey factor in determining a company's capacity to create sustainable value is the level ofrisk that the company is willing to take (at planned and functioning levels) and itsability to manage them effectively. Many risks exist in a company's operating environmentand they emerge on a regular basis.
The Company has been proactive in adopting new and effective tools to protect theinterests of its stakeholders through establishment of effective Enterprise RiskManagement (ERM). The Company's Risk Management processes focus on ensuring that theserisks are identified on a timely basis and reasonably addressed.
RISK MANAGEMENT COMMITTEE (RMC) the company has formulate the RMC but company is notfalling under the criteria of formation of RMC and reporting under RMC.
The Company has formulated the Whistle Blower Policy and adopted by board for Directors& Employees Whistle Blower Policy for Vendors and Whistle Blower Reward andRecognition Policy for Employees to deal with instance of fraud and mismanagement if anyin staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India.
The Whistle Blower Policy for Directors & employees is an extension of theCompanies Code of Conducts that requires every Director or employee to promptly report tothe Management any actual or possible violation of the CoC or any event wherein he or shebecomes aware of that which could affect the business or reputation of the Company.
The Whistle Blower Policy for Employees has been implemented in order to whistle on anymisconduct unfair trade practices or unethical activity taking place in the Company theCommittee reports to the Audit Committee and the Board.
POLICY FOR EMPLOYEES:
The Whistle Blower Policy for Directors & employees is an extension of theCompanies Code of Conducts that requires every Director or employee to promptly report tothe Management any actual or possible violation of the CoC or any event wherein he or shebecomes aware of that which could affect the business or reputation of the Company.
The Whistle Blower Policy for Employees has been implemented in order to whistle on anymisconduct unfair trade practices or unethical activity taking place in the Company.
DETAILS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:
There are no related party transactions of loan and borrowings during the year exceptthe transaction details given in the previous year's Directors Report and Balance Sheetand the said transaction details related to with
There is no materially significant related party transactions between the Company andthe Directors the management the relatives except for those disclosed in the financialstatements. Accordingly particulars of contracts or arrangements with related partiesreferred to in Section 188(1) along with the justification for entering into suchcontracts or arrangements in Form AOC-2 does not form part of the report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under. During theyear the Company has not received complaint of sexual harassment.
DIRECTORS' RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls established and maintained by theCompany work performed by the internal Audit Team statutory Auditors and secretarialauditors including audit of internal financial controls over financial reporting by thestatutory auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during Financial Year 2018-19.
Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
b) that we have 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) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern basis;
e) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively; and
f) that proper internal financial controls were laid down and that such internalfinancial controls are adequate and were operating effectively.
The securities of the company are listed on the following Stock Exchanges:
Bombay Stock Exchange Limited
*Delhi Stock Exchange Limited (Stock Exchange has been de-recognized vide orderdated January 23 2017)
Ahmedabad Stock Exchange Limited
*Jaipur Stock Exchange Limited(Stock Exchange has been de-recognized vide order no.WTM/RKA /MRD/20/2015dated 23/03/2015)
*Uttar Pradesh Stock Exchange Limited(Stock Exchange has been de-recognized videorder no. WTM/RKA /MRD/49/2015 dated 09/06/2015)
* Note: 1. SEBI vide Circular dated May 30 2012 had issued Guidelines for exit ofstock exchanges. This contained details of the conditions for exit ofde-recognised/non-operational stock exchanges including treatment of assets ofde-recognised/non-operational exchanges and a facility of Dissemination Board forcompanies listed exclusively on such exchanges while taking care of the interest ofinvestors.
2. Whole Time Member SEBI has passed an Order on January 23 2017 providing exit toDelhi Stock Exchange Limited ("DSE"). DSE is the eighteenth Stock Exchange toexit under this policy.
3.Whole Time Member SEBI has passed an Order vide Order No. WTM/RKA /MRD/49/2015dated June 9 2015 providing exit Order in respect of Uttar Pradesh Stock ExchangeLimited
4. Whole Time Member SEBI has passed an Order vide order no. WTM/RKA /MRD/20/2015dated March 23 2015 providing exit Order in respect ofJaipur Stock Exchange Limited.
During the year SEBI notified the Listing Regulations and the same were effectiveDecember 1 2015. The Listing Regulations aim to consolidate and streamline the provisionsof the erstwhile listing agreement for different segments of capital markets to ensurebetter enforceability. In terms of the Listing Regulations all listed entities wererequired to enter into a new listing agreement with the stock exchanges.
In compliance with the requirement the Company has executed the listing agreement withthe Stock Exchange.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES:
The Company does not have any Subsidiaries Joint Ventures and Associate Companies ason March 31 2019.
The Company has in accordance with Section 129 of the Companies Act 2013 prepared onlyStandalone financial statements of the Company as on 31.03.2019.
Further the report on the performance and financial position of the subsidiaryassociate and joint venture and salient features of the financial statements in theprescribed Form AOC-1 does not form part of the report.
M/s. AGARWAL DESAI AND SHAH Chartered Accountants Mumbai (FRN - 124850W) has beenappointed as Statutory Auditors of the Company and for a period of three financial yearsnow Existing Auditor has reappointed for further financial years. As required by theprovisions of the Companies Act 2013 their appointment should be ratified by memberseach year at the AGM. Accordingly requisite resolution forms part of the Notice conveningthe AGM.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments undersection 134 of the companies Act 2013.
Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form. The Board of Directors appointed to Mr. NiteshChaudhary Practicing Company Secretaries as Secretarial Auditor to conduct SecretarialAudit of the Company for Financial Year 2018-19 and their report is annexed to this report(Annexure - II).
Observation of secretarial Audit Report
During the year the company has filed various forms on delay basis and the Company hasnot appointed Whole Time Key Managerial Personnel (Company Secretary and Chief FinancialOfficer) under the provision of Companies Act 2013.
The Company has suspended from BSE Ltd. on the basis of Surveillance Measure Basis andthe company has not complied some regulations of SEBI (LODR) Regulations 2015.
The Company has not sufficient staff to do work and searching suitable candidate toappoint on designation of KMP of the Company and also will apply for revocation ofsuspension of Company to BSE as soon as possible.
EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT 9 as perprovisions of the Companies Act 2013 and Rules thereto are annexed to this report (Annexure- III).
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
The Bombay Stock Exchange Ltd. vide its Order Number L/DOSS/KM/INV/COM/531262/1 datedAugust 25 2015 given Order for suspension of trading in the Securities of the Companyw.e.f. August 28 2015.The Board of your company taken on records the same and hasinitiated the process of Revocation of suspension and regular trading of the equity sharesof the Company on Bombay Stock Exchange Ltd.
DISCLOSURES AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT 2013:
ENERGY CONSERVATION TECHNOLOGY ABSORPTION:
Considering the nature of the Business of your Company there are no such particularswhich are required to be furnished in this report pertaining to conservation of energy andtechnology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year the Foreign Exchange earnings and outgo of the Company are amounted toRs. Nil.
During the year the Company has not accepted any public deposits under the CompaniesAct 2013.
We thank our investors/Members dealers customers business associates and bankers fortheir continued support during the year and we look forward to their continued support inthe future. We place on record our appreciation of the contribution made by employees atall levels.
Our resilience to meet challenges was made possible by their hard work team spiritco-operation and support.
| ||By order of the Board of Directors || |
| ||For Equilateral Enterprises Limited || |
| ||(Formerly Known as: Surya Industrial Corporation Limited) || |
|Registered office: ||Sd- ||Sd- |
|B-9 Industrial Estate ||Naitik Kumar Shah ||Pratik Kumar Mehta |
|Partapur Meerut UP 250 103 ||Director ||Managing Director |
| ||DIN 06902635 ||DIN-06902637 |
|Place: Surat || || |
|Date: 29.08.2019 || || |