Your Directors have pleasure in submitting their 29th Annual Report of the Companytogether with the Audited Statements of Accounts of the Company for the year ended on 31stMarch 2022.
1. FINANCIAL RESULTS:
During the year under review the Company has achieved total comprehensive income of3302.56 lakhs. However your Directors look forward to improve the financial position ofthe Company and are optimistic about the future growth and performance of the Company.
The summarized financial results of the Company for the period ended 31st March 2022are as follows:
|Particulars ||(Rs In Lakhs) |
| ||2021-22 ||2020-21 |
|Revenue from Operation ||34372.38 ||18838.01 |
|Other Income ||503.97 ||400.22 |
|Total Income ||34876.35 ||19238.23 |
|Less: Expenditure ||33128.46 ||17473.30 |
|Profit/(loss)before Interest Depreciation Tax ||1908.17 ||1819.88 |
|Less: Interest ||561.10 ||879.78 |
|Less: Depreciation &Amortization Cost ||726.28 ||692.92 |
|Less: Extraordinary items ||- ||- |
|Profit/(loss)Before Tax ||460.51 ||192.24 |
|Less: Tax Expenses ||160.28 ||54.94 |
|Profit/(loss)after Tax ||300.23 ||137.29 |
|Other Comprehensive Income ||3.22 ||0.35 |
|Income Tax Relating to above Item ||(0.90) ||(0.10) |
|Total Comprehensive Income for the period ||302.56 ||137.54 |
2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is enclosedas a part of this report.
Due to outbreak of COVID-19 globally and in India the Company's management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCOVID-19. It is well appreciated that the situation as well as its assessment iscontinuously evolving and the way ahead is to avoid living in denial leading to acceptance& pro-active measures. The Company's management currently believes that the impact islikely to be short term in nature. Given the severity of impact this financial year islikely to get affected but also given the measures from Government and inherentresilience in Indian Economy next year onwards are expected to show normal growthscenarios. Accordingly at present the management does not see any medium to long termrisks in the Company's ability to continue as a going concern and meeting its liabilitiesas and when they fall due and compliance with the debt covenants as applicable.
4. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your company is committed to good Corporate Governance and has taken adequate steps toensure that the requirements of Corporate Governance as laid down in Regulation 27 of SEBI(LODR) Regulations 2015 are complied with. The details are given in Annexure-"A".
5. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 toBSE where the Company's Shares are listed.
6. DEMATERIALISATION OF SHARES:
99.79% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2022 and balance 0.21 % is in physical form. The Company's Registrars is M/sMCS Share Transfer Agent Limited having their office at 201 Shatdal Complex 2nd floorOpp. Bata Show roomAshram RoadAhmedabad Gujarat - 380009.
7. Number of Board Meetings held:
The Board of Directors met 4 (four) times during the year under review. The details ofboard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March 2022 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;
c) The directors have taken proper and sufficient care 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) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls with reference to financialstatements in the company were operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
9. AUDIT OBSERVATIONS:
There are no qualifications reservations or adverse remarks made by M/s. Rinkesh Shah& Co. Chartered Accountants the Statutory Auditors of the Company in their report.The observations made by the Statutory Auditors in their report for the financial periodended 31st March 2022 read with the explanatory notes therein are self explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
i) Statutory Auditors:
M/s. Rinkesh Shah & Co. Chartered Accountants completing their first term as theStatutory Auditors of the Company at this AGM. In accordance with Section 139(2) of theAct and the transitional provisions provided under the Companies (Audit and Auditors)Rules 2014 M/s Rinkesh Shah & Co. are eligible for re-appointment for another termof 5 years.
M/s. Rinkesh Shah & Co. Chartered Accountants was appointed as Statutory Auditorsfor a period of 5 year(s) in the Annual General Meeting held on 03rd May 2022 to hold theoffice till the conclusion of 34th Annual General Meeting of the Company to be held in theyear 2027. Pursuant to the provisions of Section 139 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 The consent of M/s. Rinkesh Shah &Co. Chartered Accountants Ahmedabad along with certificate under Section 139 of the Acthas been obtained to the effect that their appointment if made shall be in accordancewith the prescribed conditions and that they are eligible to hold the office ofAuditors ofthe Company.
ii) Cost Auditors:
M/s. Kiran J. Mehta & Co. Cost Accountants (FRN: 000025) appointed by the Board ofDirectors of the Company to conduct the audit of the cost records of the Company for thefinancial year 2022-23 be paid at such remuneration as shall be fixed by the Board ofDirectors of the Company.
iii) Secretarial Audit:
As per the provisions of Section 204 read with Section 134(3) of the Companies Act2013 our Company needs to obtain Secretarial Audit Report from Practicing CompanySecretary and therefore M/s RTBR & Associates Company Secretaries Ahmedabad hadbeen appointed to issue Secretarial Audit Report for the period ended on 31st March 2022.
Secretarial Audit Report issued by M/s. RTBR & Associates Company Secretaries inForm MR-3 attached and marked as "Annexure B" for the period under reviewforms part of this report. The said report does not contain observation or qualification.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company has constituted a CSR Committee. The Committee comprises withtwo Independent Directors one Whole Time Director and one is Executive Director (Chairman& CFO).
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is given in the "Annexure-C" to thisreport.
The Company has commissioned windmills at various sites in Gujarat for "GreenEnergy Generation" thus continuing to contribute in a small way towards a greenerand cleaner earth.
12. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
13. RISK MANAGEMENT:
The Company has formulated the Risk Management Policy which indicates Company'sstandards for risk taking while conducting business and to provide an easy-to-access guideany time you have a question. The Risk Management Committee will currently cover MarketRisk Credit Risk Process Risk and other risks as detailed in these documents. Each riskis covered within this Policy. This Policy will apply across all products throughout thefirm.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the period under review the company had entered into any material transactionwith its related party. None of the transactions with any of the related party were inconflict of companies' interest. Attention of members is drawn to the disclosure oftransactions with related parties set out in note number 26 of financial statementsforming part of this report.
15. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:
In accordance with the provisions of section 152 of the Act and in terms of Articlesof Association of the Company Mr. Kunal Shah (DIN:00254205) and Ms. Shilpa Patel(DIN:07014883) being liable to retire by rotation shall retire at the ensuing AnnualGeneral Meeting and being eligible offer himself for reappointment. The Board recommendshis reappointment.
16. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Kunal Shah (DIN:00254205) is the existing Managing Director & CEO of theCompany. The Board of Directors subject to approval of the shareholders proposes hisre-appointment as a Managing Director & CEO under Section 196 197 and 203 read withSchedule V and all other applicable provisions of the Companies Act 2013 for a furtherperiod of five (5) years w.e.f. 28th September 2022.
Ms. Shilpa Patel (DIN:07014883) is the existing Whole Time Director of the Company. TheBoard of Directors subject to approval of the shareholders proposes her re-appointment asa Whole Time Director under Section 196 197 and 203 read with Schedule V and all otherapplicable provisions of the CompaniesAct 2013 for a further period of five (5) yearsw.e.f. 12th November 2022.
As on the date of this report the following persons are the Key ManagerialPersonnel(s) of the Company:
1. Mr.Ashok Shah Chairman & CFO
2. Mr. Kunal Shah Managing Director & CEO
3. Mr. Gunvant Shah Vice Chairman & Whole Time Director
4. Ms. Shilpa Patel Whole Time Director
5. Mr. Maunish Gandhi Company Secretary & Compliance Officer
The brief resume of the Directors and other related information has been detailed inCorporate Governance Report of Company.
17. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return in form MGT 9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in "Annexure D" and is attached to this Report.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements for theyear ended on 31st March 2022.
19. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:
|Sr. No. Name ||Designation ||Remuneration paid FY 2021-22 Rs in lakhs ||Remuneration paid FY 2020-21 Rs in lakhs ||Increase in remuneration from previous year Rs in lakhs |
|1 Mr. Ashok Shah ||Chairman & CFO (ED) ||58.20 ||58.20 ||- |
|2 Mr. Gunvant Shah ||WTD & Vice Chairman (ED) ||43.20 ||43.20 ||- |
|3 Mr. Kunal Shah ||Managing Director ||51.00 ||51.00 ||- |
|4 Ms. Shilpa Patel ||Whole time Director ||15.18 ||15.00 ||0.18 |
|5 Mr. Maunish Gandhi ||Company Secretary ||5.85 ||5.36 ||0.49 |
20. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided below:
|Key Risk ||Impact to Suraj Ltd ||Mitigation Plans |
|Foreign Exchange Risk ||Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability. ||The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards the matter will be mutually discussed and compensated both ways. |
|Human Resource Risk ||Company's ability to deliver value is dependent on its ability to attract retain and nurture talent. Non- availability of the required talent resource can affect the overall performance of the Company. ||By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk. |
|Competition Risk ||Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins market share etc. ||By continuous efforts to enhance the brand image of the Company by focusing on quality Cost timely delivery and customer service to mitigate the risks so involved. |
|Compliance Risk Increasing regulatory requirements ||Any default can attract penal provisions. ||By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit. |
|Industrial Safety ||The industry is labour intensive and are exposed to accidents health and injury risk due to machinery breakdown human negligence etc. ||By development and implementation of critical safety standards across the various departments of the factory establishing training need identification at each level of employee helps to mitigate the risk so involved. |
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.
|Date: 03/05/2022 ||By the order of the Board |
|Place: Ahmedabad ||SURAJ LIMITED |
|Registered Office: || |
|'Suraj House' ||ASHOK SHAH |
|Opp. Usmanpura Garden ||Chairman cum Chief Financial officer |
|Ashram Road ||(DIN: 00254255) |
|Ahmedabad-380014 || |
|CIN NO: L27100GJ1994PLC021088 || |