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Solis Marketing Ltd.

BSE: 538575 Sector: Others
NSE: N.A. ISIN Code: INE717P01027
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Solis Marketing Ltd. (SOLISMARKETING) - Director Report

Company director report

To

The Members

SOLIS MARKETING LIMITED

Your Directors have pleasure in presenting before you the 32nd Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2017.

FINANCIAL RESULTS:

Particulars 2015-16 2016-17
Total Income/Loss 17087483.00 16315571.00
Less: Total Expenses 16281207.87 15994662.46
Profit Before Tax 806275.13 320908.54
Current Tax 282795.00 151117.65
Profit/Loss after Tax 523480.13 169790.89

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. 16315571/- as againstincome of Rs. 17087483/- in 2015-16. The net profit after tax during the year has beenRs. 169790.89/- as against the net profit of Rs. 523480.13/- in the previous year.

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2016-17.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides identifying internal and externalrisks and implementing risk mitigation steps.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2017 provision ofsection 129 of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

There are no order against the Company and the smooth running of business enhancing theprofitability of the company.

STATUTORY AUDITORS

The Board of Directors has Appointed M/s Gaurav Varshney & Co. CharteredAccountants (FRN 027807N) Statutory Auditors of the Company in terms of the provisions ofSection 139 of the Companies Act 2013 hold office until the conclusion of the 36thAnnual General Meeting and are eligible for appointment. The said re-appointment issubject to ratification by the members at every Annual General Meeting.

The Board has recommended the appointment of M/s. Gaurav Varshney & Co. CharteredAccountants (FRN 027807N) by the shareholders in the forthcoming Annual General Meetingas required under Section 139 of the Companies Act 2013 to the effect that theirappointment if made will be within the limits as prescribed under the provisions thereof.Your Directors recommend their Appointment as the Statutory Auditors of the Company.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT - 9 has been annexed to the Report asAnnexure -I.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under Review Mr. Ankit Modi has resigned from the Directorship of theCompany w.e.f 1st August 2016 and Arun Kumar Dey was appointed as theadditional Director of the Company w.e.f. 1st August 2016 and regularized asthe Directors of the company in the 31st Annual General Meeting of the companyheld on 30th September 2016.

Further Ms Radhika Tapiyal has resigned from the Directorship of the Company w.e.f 14thSeptember

2016 and Ms. Aarti was appointed as the additional Director of the Company w.e.f. 14thSeptember 2016.

Mr. Kailash Chand Upreti has also resigned from the Directorship of the Company w.e.f.27th February

2017 and Mr. Rahul Kumar was appointed as additional Director of the Company w.e.f. 27thFebruary 2017.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redresssal) Act 2013 and the Rulesmade thereunder. There was no complaint on sexual harassment during the year under review.

CHANGE OF RTA

During the year under Review MCS Share Transfer Agent Limited has been appointed asRegistrar of Share Transfer Agent of RCMC Share Registry Private Limited with effect from30.04.2016.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

BOARD MEETINGS

During the year ten Board Meetings were convened. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

S No. Date of Board Meetings Number of Directors Present
1 30.04.2016 4
2 27.05.2016 4
3 20.07.2016 4
4 25.07.2016
5 01.08.2016 4
6 13.08.2016 4
7 01.09.2016 4
8 14.09.2016 4
9 11.11.2016 4
10 14.02.2017 4
11 27.02.2017 4

EXTRA ORDINARY GENERAL MEETING

During the year under Review one Extra Ordinary General Meeting was held on August 252016 to get the approval of shareholders by way of Special resolution to create issueoffer and allot on a preferential basis upto 800000 (Eight Lacs) Equity shares of facevalue of Rs. 1/- each (the "Equity Shares")

COMMITTEES OF THE BOARD OF DIRECTORS.

(a) AUDIT COMMITTEE

The Board of Directors of the Company has duly constituted the Audit Committee of theCompany consisting three Directors out of which two are Non Executive and Non IndependentDirector of the Company. All the Directors have good knowledge of Finance Accounts andCompany Law.

All the Members on the Audit Committee have the requisite qualification for appointmenton the Committee and possess sound knowledge of finance accounting practices and internalcontrols.

Meetings of Audit Committee and their Attendance:

During the year four Meetings were convened on 27.05.2016 13.08.2016 11.11.2016 and14.02.2017. The intervening gap between the Meetings was within the period prescribedunder the Companies Act

The composition of the Audit Committee as at March 31 2017:

Sr. No. Name of the Director Designation Category No. of Meetings Attended
1. *Ms. Radhika Thapliyal Chairman Independent Director 2
2. *Ms. Aarti Chairman Independent Director 2
3. Mr. Virender Singh Rana Member Independent Director 4
4. *Mr. Kailash Chand Upreti Member Non Executive Director 4
5. *Mr. Rahul Kumar Member Non- Executive Director Nil

During the year under review Ms Radhika Tapiyal has resigned from the Directorship ofthe Company w.e.f 14th September 2016 and Ms. Aarti was appointed as theadditional Director of the Company w.e.f. 14th September 2016.

Mr. Kailash Chand Upreti has also resigned from the Directorship of the Company w.e.f.27th February 2017 and Mr. Rahul Kumar was appointed as additional Director ofthe Company w.e.f. 27th February 2017.

Role of Audit Committee

The terms of reference of the Audit Committee are given below:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise if it considersnecessary.

5. Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

6. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.

7. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.

8. Reviewing with the management the annual financial statements before submission tothe board for approval with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub section (3) of section 134 ofthe Companies Act 2013.

b. Changes if any in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment bymanagement

d. Significant adjustments made in the financial statements arising out of auditfindings

e. Compliance with listing and other legal requirements relating to financialstatements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

9. Reviewing with the management the quarterly financial statements before submissionto the board for approval

10. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilisation of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.

11. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems.

12. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

13. Discussion with internal auditors any significant findings and follow up there on.

14. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.

15. Discussion with statutory auditors before the 0ences about the nature and scope ofaudit as well as post-audit discussion to ascertain any area of concern.

16. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non payment of declared dividends) andcreditors.

17. To review the functioning of the Whistle Blower mechanism in case the same isexisting.

18. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.

19. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

20. Mandatorily reviews the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutoryauditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment removal and terms of remuneration of the Chief internal auditorshall be subject to review by the Audit Committee

21. Review the Financial Statements of its subsidiary company if any.

22. Review the composition of the Board of Directors of its Subsidiary Company if any.

23. Review the Vigil mechanism (whistle blowing) policy.

24. Review the use/application of funds raised through an issue (public issues rightissues preferential issues etc) on a quarterly basis as a part of the quarterlydeclaration of financial results. Further review on annual basis statements prepared bythe Company for funds utilized for purposes other than those stated in the offer document.

In addition to carry out such other functions/powers as may be delegated by the Boardto the Committee from time to time.

(b) . STAKEHOLDERS' RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act 2013 and theListing Agreement the Board has duly constituted the "Stakeholders' RelationshipCommittee".

The composition of the Shareholders Relationship Committee as at March 31 2017:

Name of the Director Designation Category No. of Meetings Attended
*Ms. Radhika Thapliyal Chairman Independent Director 2
*Ms. Aarti Chairman Independent Director 2
Mr. Virender Singh Rana Member Independent Director 4
Mr. Ankit Modi Member Non- Executive & Non Independent Director 2
Mr. Arun Kumar Dey Member Non- Executive & Non Independent Director 2

During the year under Review Mr. Ankit Modi has resigned from the Directorship of theCompany w.e.f 1st August 2016 and Arun Kumar Dey was appointed as theadditional Director of the Company w.e.f. 1st August 2016 and regularized asthe Directors of the company in the 31st Annual General Meeting of the companyheld on 30th September 2016.

Further Ms Radhika Tapiyal has resigned from the Directorship of the Company w.e.f 14thSeptember 2016 and Ms. Aarti was appointed as the additional Director of the Companyw.e.f. 14th September 2016.

Meetings of Shareholders Relationship Committee and their Attendance:

During the year four Meetings were convened on 27.05.2016 13.08.2016 11.11.2016 and14.02.2017. The intervening gap between the Meetings was within the period prescribedunder the Companies Act

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013.

The terms of reference of the Committee are:

• Transfer/transmission of shares/debentures and such other securities as may beissued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securitiesreported lost defaced or destroyed as per the laid down procedure;

• issue new certificates against subdivision of shares renewal split orconsolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / BonusIssue made by the Company subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees' Stock OptionScheme(s) if any and to allot shares pursuant to options exercised;

• to issue and allot debentures bonds and other securities subject to suchapprovals as may be required;

• to approve and monitor dematerialization of shares / debentures / othersecurities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of theShare Department to attend to matters relating to non-receipt of annual reports noticesnon-receipt of declared dividend / interest change of address for correspondence etc. andto monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares debenture

The details of investor complaints received and resolved during the period April 12016 & March 31 2017 is as under:

No. of Investor Complaints received from April 1 2016 to - March 31 2017 No. of Investor Complaints resolved from April 1 2016 to March 31 2017 No. of Investor Complaints pending at the end of March 31 2017
NIL NIL NIL

(c) NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act 2013 the Board has constituted -the "Nomination and Remuneration Committee has been constituted.

Composition

The composition of Nomination and Remuneration Committee of the Board comprises ofthree Directors as at 31st March 2017:-

Meetings of Nomination and Remuneration Committee and their Attendance:

During the year four Meetings were convened on 27.05.2016 13.08.2016 11.11.2016 and14.02.2017. The intervening gap between the Meetings was within the period prescribedunder the Companies Act

Meetings of Nomination and Remuneration Committee and their Attendance:

Name of the Director Designation Category No. of Meetings Attended
*Ms. Radhika Thapliyal Chairman Independent Director 2
*Ms. Aarti Chairman Independent Director 2
Mr. Virender Singh Rana Member Independent Director 4
Mr. Ankit Modi Member Non- Executive & Non Independent Director 2
Mr. Arun Kumar Dey Member Non- Executive & Non Independent Director 2

During the year under Review Mr. Ankit Modi has resigned from the Directorship of theCompany w.e.f 1st August 2016 and Arun Kumar Dey was appointed as theadditional Director of the Company w.e.f. 1st August 2016 and regularized asthe Directors of the company in the 31st Annual General Meeting of the companyheld on 30th September 2016.

Further Ms Radhika Tapiyal has resigned from the Directorship of the Company w.e.f 14thSeptember 2016 and Ms. Aarti was appointed as the additional Director of the Companyw.e.f. 14th September 2016.

The terms of reference of the Committee inter alia include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors /Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and senior management employees and theirremuneration;

• Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on 11thNovember 2016 inter alia to discuss:

• Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

• All the Independent Directors were present at the Meeting.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Shalu Singhal & Associates Company Secretaries (COP No. 12329) toundertake the Secretarial audit of the Company for the Financial Year 2016-17 and thereport is attached herewith.

With reference to the qualifications we wish to explain that the Company is searchingthe best person for the post of Company Secretary and Chief Financial Officer and due toin advertent error some delay were happened which the company will try to overcome. Thewebsite of the company has been update as per the provisions of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirement) Regulations 2015 andCompanies Act 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance. The Directors wish to place on record theirappreciation for the dedicated efforts put in by the employees of the Company at alllevels.

By Order of the Board of Directors
SOLIS MARKETING LIMITED
(Formerly Known as Surya Marketing Limited)
Sd/- Sd/-
Place: New Delhi RAHUL KUMAR VIRENDER SINGH RANA
Date: 31/08/2017 Director Director
DIN: 06977092 DIN: 06782773
43 Q-3 Mangol Puri Makan No. 285
North West Delhi Gali No. 1 Shalimar Village
110083 DL New Delhi-110088