Your Directors have pleasure in submitting their 26th Annual Report of theCompany together with the Audited Statements of Accounts of the Company for the year endedon 31st March 2019.
1. FINANCIAL RESULTS:
During the year under review the Company has achieved Comprehensive income of Rs.139.09 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 31stMarch 2019 are as follows:
(Rs. In Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Revenue from Operation ||17943.70 ||20701.64 ||18154.07 ||20731.57 |
|Other Income ||38.79 ||25.48 ||43.97 ||25.57 |
|Total Income ||17982.49 ||20727.12 ||18198.04 ||20757.14 |
|Less: Expenditure ||16187.60 ||19039.50 ||16402.20 ||19073.19 |
|Profit/(loss)before Interest Depreciation Tax ||1794.89 ||1687.62 ||1795.84 ||1683.95 |
|Less: Interest ||1041.33 ||950.19 ||1041.33 ||950.19 |
|Less: Depreciation & Amortization Cost ||658.83 ||639.33 ||658.83 ||639.33 |
|Less: Extraordinary items ||0 ||0 ||0 ||0 |
|Profit/(loss)Before Tax ||94.73 ||98.10 ||95.68 ||94.43 |
|Less: Tax Expenses ||(46.06) ||59.41 ||(46.06) ||59.41 |
|Profit/(loss)after Tax ||140.79 ||38.69 ||141.74 ||35.02 |
|Other Comprehensive Income ||(1.70) ||(1.87) ||(1.70) ||(1.87) |
|Total Comprehensive Income for the period ||139.09 ||36.82 ||140.04 ||33.15 |
2. CONSOLIDATED FINANCIAL STATEMENT:
The Consolidated Financial Statements for the financial year 2018-19 of the Company areprepared in accordance with relevant Indian Accounting Standards issued by the Instituteof Chartered Accountants of India and form part of this Annual Report.
3. 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.
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 2019-20 toBSE where the Company's Shares are listed.
6. DEMATERIALISATION OF SHARES:
99.72% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2019 and balance 0.28% is in physical form. The Company's Registrars are M/s MCSshare transfer agent Ltd. having their office at 201 Shatdal Complex 2nd floor Opp.Bata Show room Ashram Road Ahmedabad Gujarat - 380009.
7. Number of Board Meetings held:
During the year under review the Board duly met Four (4) times on 26/04/201819/07/2018 25/10/2018 and 12/01/2019 in respect of said meetings proper notices weregiven and proceedings were properly recorded and signed in the Minute Book maintained forthe purpose. For further details please refer Corporate Governance 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 March2019 the applicable accounting standards have been followed along with proper explanationrelating to 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 2019 read with the explanatory notes therein are selfexplanatory and therefore do not call for any further explanation or comments from theBoard under Section 134(3) of the Companies Act 2013.
AUDITORS: i) Statutory Auditors:
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 20th June 2017to hold the office till the conclusion of 29th Annual General Meeting of theCompany to be held in the year 2022. Pursuant to the provisions of Section 139 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 The consentof M/s. Rinkesh Shah & Co. Chartered Accountants Ahmedabad along with certificateunder Section 139 of the Act has been obtained to the effect that their appointment ifmade shall be in accordance with the prescribed conditions and that they are eligible tohold the office of Auditors of the Company.
ii) Cost Auditors:
M/s. Kiran J. Mehta & Co. Cost Accountants (FRN: 00025) appointed by the Board ofDirectors of the Company to conduct the audit of the Cost records of the Company for thefinancial year 2019-20 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 31stMarch 2019.
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).
In pursuant to provision of section 135 and Schedule VII of the Companies Act 2013and CSR policy of company it is required to spend two percent of average net profit of thecompany for the three immediately preceding financial year. However during the FinancialYear (2018-19) CSR is not applicable to the company.
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 in Gujarat for "Green EnergyGeneration" thus continuing to contribute in a small way towards a greener andcleaner 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. 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 27 of financial statementsforming part of this report.
14. 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. Ashok Shah (DIN: 00254255) and Mr. Gunvant Shah (DIN:00254292) being liable to retire by rotation shall retire at the ensuing Annual GeneralMeeting and being eligible offer himself for reappointment. The Board recommends hisreappointment.
15. KEY MANAGERIAL PERSONNEL:
The Board of Directors in their meeting held on 26th April 2018 acceptedthe resignation of Mr. Vatan Brahmbhatt from the post of company secretary and complianceofficer of the Company. In the said meeting the Board appointed Mr. Maunish S. GandhiAssociate Company Secretary as the Company Secretary & Compliance Officer of theCompany w.e.f 26th April 2018.
Further the Board Directors in their meeting held on 19th July 2018approved the resignation from the post of Managing Director of Mr. Ashok Shah and changein designation of Mr. Ashok Shah from MD to Director and CFO.
As on the date of this report the following persons are the Key ManagerialPersonnel(s) of the Company:
1. Ashok Shah Chairman & CFO
2. Kunal Shah Managing Director & CEO
3. Gunvant Shah Vice Chairman & Whole Time Director
4. Shilpa Patel Whole Time Director
5. Maunish S. Gandhi Company Secretary & Compliance Officer
The brief resume of the Directors and other related information has been detailed inCorporate Governance Report of Company.
16. 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.
17. 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 2019.
18. 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 2018-19 ||Remuneration paid FY 2017-18 ||Increase in remuneration from previous year |
| || || ||Rs. in Lakh ||Rs. in Lakh ||Rs. inLakh |
|1 ||Mr. Ashok Shah ||Chairman & CFO (ED) ||27.06 ||NIL ||27.06 |
|2 ||Mr. Gunvant Shah ||Vice Chairman & WTD(ED) ||19.56 ||NIL ||19.56 |
|3 ||Mr. Kunal Shah ||Managing Director (ED) ||23.06 ||NIL ||23.06 |
|4 ||Ms. Shilpa Patel ||Whole Time Director (ED) ||12.37 ||11.77 ||0.60 |
19. 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: 02.05.2019 ||By the order of the Board of Directors |
|Place: Ahmedabad ||SURAJ LIMITED |
|Registered Office: || |
|'Suraj House' ||ASHOK SHAH |
|Opp. Usmanpura Garden ||Chairman & CFO |
|Ashram Road Ahmedabad-380014 ||(DIN:00254255) |
|CIN NO: L27100GJ1994PLC021088 || |