Suraj Industries Ltd
Your Directors hereby present the 26th Annual Report along with the AuditedStatement of Accounts for the Financial Year ended March 31 2018.
FINANCIAL RESULTS OF THE COMPANY
The financial results of the Company for the year under review and comparative figuresfor the previous year are summarized below:
| || ||(in Rs.) |
| ||2017-2018 ||2016-2017 |
|Income ||315536 ||- |
|Net Profit (Loss) before extraordinary items and tax ||(1229348) ||(1500831) |
|Provision for Taxation ||- ||- |
|Income Tax || || |
|Net Profit/(Loss) after tax for the year ||(1229348) ||(1500831) |
|Additional Depreciation as per Schedule II of Companies Act 2013 charged against reserves. ||- ||- |
|Profit/ (Loss) Brought Forward ||(106885136) ||(105384305) |
|Net Profit/ (Net Loss) Carried to Balance Sheet ||(108114484) ||(106885136) |
PERFORMANCE OF BUSINESS:
During the financial year 2017-18 the Company has incurred a loss of Rs. 1229348/-(Rupees Twelve Lac Twenty Nine Thousand Three Hundred and Forty Eight Only) as compared toloss of Rs. 1500831/- (Rupees Fifteen Lacs Eight Hundred and Thirty One Only) inthe last year.
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review the company has started trading operations on a limitedscale. The company is exploring various business avenues to scale up its operations whichcan give it steady returns in the long run.
Due to the present financial position your Directors are unable to recommend anydividend for the year under review.
AMOUNT TRANSFERRED TO RESERVES:
Due to losses the company has not transferred any amount to reserves.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial Year:
Mr. Syed Azizur Rahman (00242790) Whole Time Director of the Company resigned on 9thMay 2017 from the post of Whole Time Director however he continued to act asNon-Executive Director of the Company.
Mr. Shashi Sharma (03467752) Independent Director of the Company resigned on 14thAugust 2017 due to pre- occupation as he was unable to devote his time to the affairs ofthe Company.
Pursuant to the provisions of Sections 149 150 152 and other applicable provisionsif any of the Companies Act 2013 read with the Companies (Appointment and Qualificationof Directors) Rules 2014 Mr. NazirBaig (DIN 07468989) is appointed as IndependentDirector of the Company for a term upto 5 years from 27th September 2017 and whose officeshall not be liable to retire by rotation. Mr. NazirBaig is eligible for appointment u/s149(6) of Companies Act 2013 andthe company has received a candidature for appointment ofMr. NazirBaigpursuantto section 160 of Companies Act 2013.
Pursuant to the provisions of section 161(1) of the Companies Act 2013 Mr. SurendraMohan Sikka was appointed as an Additional Director on the Board of the Company w.e.f.14th December 2017. During the year theBoard of Directors appointed Mr. Sujeet KumarGupta as Chief Financial Officer of the Companyin terms of Section 203 of the CompaniesAct 2013at its meeting held on August 14 2017.
Post Financial Year:
Mr. Narendra Singh Bisht (01881694) Independent Director of the Company resigned on 13thJuly 2018 due to pre- occupation as he was unable to devote his time to the affairs ofthe Company.
Pursuant to the provisions of section 152 of the Companies Act 2013 and in accordancewith the provisions of Articles of Association of the Company Mrs. ShuchiBahl Directorof the Company is liable to retire by rotation and being eligible offer himself forre-appointment.
Mrs. ShuchiBahl is not disqualified under Section 164(2) of the Companies Act 2013.
Pursuant to the provision of Sections 196 197 198 203 and other applicableprovisions of the Companies Act 2013 read with Schedule V to the Act Mr.Atul Jain wasappointed as Wholetime Director of the Company subject to the approval of the members witheffect from July 13 2018
Mr. Atul Jain is not disqualified under Section 164(2) of the Companies Act 2013.
Pursuant to the provisions of section 149 152 of the Companies Act 2013 read with theCompanies (Appointment & Qualifications of Directors) Rule 2014 Mr. Surendra MohanSikka was re-designated as Non-Executive Independent Director and shall hold the office asIndependent Director for a term upto five consecutive years effective from July 13 2018on the Board subject to approval of the members.
EXTRACT OF THE ANNUAL RETURN
Pursuant to section 134(3)(a) of Companies Act 2013 as amended by Companies(Amendment) Act 2017 the web address where the annual return referred in sub-section(3) of Section 92 has been placed on our Website" http://www.surajindustries.org".
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the Annual Accounts for the year ended March 31 2018 theapplicable Accounting standards have been followed and that there are no materialdepartures.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the profit orloss of the Company for the Financial year ended March 31 2018.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv) The annual accounts have been prepared on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
The Company was not required to constitute corporate social responsibility committeepursuant to section 135 of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial Position of your Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report except the following;
The Company has received In-principle approval for Revocation of Suspension intrading of equity shares of the company vide its letter no. LIST/COMP/SK/665/2018-2019dated July 11 2018 which is valid for One Year i.e. upto July 10 2019 subject tosubmission of certain documents and fees and the final approval for revocation ofsuspension will be done upon submission of such documents by the Company to the StockExchange as mentioned in the In Principal Approval Letter and yourcompanyis in the processof submitting the required documents and fee.
The details of the Audit Committee including its composition and terms of reference arementioned in the Corporate Governance Report which forms part of the Director's Report.
The Board during the year under review had accepted all the recommendations made toit by the Audit Committee.
Pursuant to the provisions of Section 139 of Companies Act 2013 and rules framedthereunder the company in its 25th Annual General Meeting held on September 28th 2017 had appointed
M/s SatendraRawat & Company Chartered Accountants as Statutory Auditors of thecompany for a term of Five consecutive years subject to ratification by members at everyAnnual General Meeting.
As per the amended provisions of Section 139 of the Companies Act 2013 which iseffective from May 7 2018 the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting hence the existing auditors shall continue toact as Statutory Auditors of the Company.
The Auditors Report given by Auditors on the Financial Statement of the Company has noQualification reservation adverse remark or disclaimer given by the Auditors in theirReport.
Pursuant to provisions of section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hadappointed Ms. Monika Kohli Company Secretary in Practice to undertake the SecretarialAudit of the Company for financial year 2017-18.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in prescribed form MR-3 for Financial Year 2017-18 formspart of the Annual Report as "Annexure A" to the Board Report.
Further Secretarial Auditor had pointed out certain remarks which are replied by theBoard of Directors hereunder:
Secretarial Auditors Remark 1
The Company was required to appoint Managing Director/ Manager/Chief Executive Officerand in their absence a Whole-time Director and Chief Financial Officer pursuant toSection 203 of the Companies Act 2013.During the year Mr. Syed Azizur Rahman Whole timeDirector of the company has shown his unwillingness to continue to hold office asWhole-Time Director and in the Board Meeting held on May 092017 his designation waschanged to non-executive director. Later the company has appointed Mr. Atul Jain as aWhole Time Director of the Company w.e.f. May 292018. Therefore the company had noCEO/Managing Director/ Manager or Whole Time Director from May 9 2017 till March 312018. Further the company has appointed Mr. Sujeet Kumar Gupta as (CFO) of the Company.w.e.f. August 142017.
After the change in designation of Mr. Syed Azizur Rahman from whole time director toNon-executive director the management had series of discussion with the few persons tofill the post of the whole time director and thereafter on the recommendation ofNomination & Remuneration Committee Mr. Atul Jain was appointed as Whole TimeDirector. The Company has very less business activities and due to this position of ChiefFinancial Officer could not be filled as no candidate had shown the interest. The Boardhas appointed Mr. Sujeet Kumar Gupta as Chief Financial Officer during the financial yearand now the company is in compliance of the provisions of section 203 of the CompaniesAct 2013 & rules made thereunder.
Secretarial Auditors Remark 2
As per Regulation 17(1)(a) of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors shall have an optimum combination of executiveand non-executive directors.It is observed that due to change in designation of Mr. SyedAzizur Rahman from executive to non-executive directorthecompany had only non-executivedirectors from May 092017 to March 312018
Refer the reply given in paragraph 1.
Secretarial Auditors Remark 3
It is observed that the 100% promoter's holding of equity shares in the company are notin demat form which is in non-compliance of Regulation 31 of SEBI (Listing Obligation andDisclosure Requirement) 2015 (LODR).
The Company has been allotted ISIN by CDSL for dematerialization of the Company'sShares. The Company has also made an application to NSDL for obtaining ISIN from NSDL andis continuously following up for the same. The Company had made request to all theshareholders including promoters through notice of last Annual General Meeting asking todematerialize theirs shares. Similar requests is being made to all shareholders includingpromoters in the notice of ensuing Annual General Meeting which is being sent to all theshareholders and your company will also make necessary advertisement through public noticerequesting members to dematerialize their shares. The Management will also follow up withthe promoters to get their shares dematerialize to make the Company compliant as per LODR.
Secretarial Auditors Remark 4
As per regulation 17(8) of LODR the Company is required to obtain certificate from CEOand CFO however it observed that the said certificate has been obtained from the WholeTime Director of the Company & Chief Financial Officer of the Company.
As stated elsewhere in this report the company is not carrying any major businessactivity since many years and it doesn't have any CEO and CFO. However the company hasrequired Key Managerial Personnel in terms of the provisions of the Companies Act 2013and therefore the Company had submitted certificate from Whole Time Director & ChiefFinancial Officer of the Company in terms of Regulation 17(8) of SEBI (Listing Obligation& Disclosure Requirements) Regulations 2015 to the Board.
Secretarial Auditors Remark 5
As per Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015the constitution of the Audit Committee shall have minimum threedirectors out of which two-third shall be independent directors however the compositionof the Audit Committee for the period from August 142017 to September 262017 was not asper the SEBI(LODR)2015 due to the resignation of Mr. Shashi Sharma. Further the companywas not having the required quorum of minimum two independent directors in the auditcommittee meeting held on August 14 2017. Later Mr.NazirBaigwas appointed as anIndependent Director of the Company w.e.f. September 27 2017.
Mr. Shashi Sharma had resigned as Independent Director and thereafter on therecommendation of Nomination & Remuneration Committee Mr. NazirBaig was appointed asIndependent Director & during the intervening period due tovacancy in office ofIndependent Director the composition & Quorum of Audit Committee got effected. Nowthe company is in the compliance of the provisions of SEBI (LODR) 2015.
Secretarial Auditors Remark 6
As per Regulation 19 of SEBI ((Listing Obligations and Disclosure Requirements)Regulations 2015the constitution of the Nomination and Remuneration Committee shall haveminimum three non-executive directors out of which half should be Independent Directors.It is observedthat the composition of the Nomination and Remuneration Committee for theperiod from August 14 2017 to September 26 2017was not proper as it had only twonon-executive directors out of which one was Independent Director. Thereafter company hasappointed Mr. NazirBaig as an Independent Director of the company and member of Nominationand Remuneration Committeew.e.f. September 27 2017.
Mr. Shashi Sharma had resigned as Independent Director and thereafter on therecommendation of Nomination & Remuneration Committee Mr. NazirBaig was appointed asIndependent Director & during the intervening period due tovacancy in office ofIndependent Director the composition of Nomination & Remuneration Committee was goteffected. Now the company is in the compliance of the provisions of SEBI (LODR) 2015.
During the year the Company has forfeited the party paid up 114000 equity sharespursuant to the provisions of the Companies Act 2013 read with SEBI (Listing ofDisclosure Requirements) Regulations 2015 on which Rs. 5/- per share have paid up.Consequently the Company has transferred the forfeited amount of Rs. 570000/- to thecapital reserve account. The paid up capital as on March 31 2018 is Rs.72860000/-.There is no change in the issued & subscribed capital of the Company during the year.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in all material respects an adequate internal financial control systemover financial reporting and such internal financial controls over financial reportingwere operating effectively as at March 31 2018.
DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATES COMPANY
The Company has no subsidiary/ Joint Venture and Associate Company during the year.
NUMBER OF BOARD MEETING
During the financial year 2017-18 six Board meetings were held. The intervening gapbetween any two meetings did not exceed 120 days as prescribed under Companies Act 2013and the SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015. Thedetails of all Board held are given in the Corporate Governance Report.
CORPORATE GOVERNANCE DISCLOSURES
As a responsible corporate citizen the Company is committed to maintain the higheststandards of Corporate Governance and believes in adhering to the best corporate practicesprevalent globally.
A detailed report on Corporate Governance is attached as Annexure "B". Acertificate from a Practising Company Secretary confirming compliance with the conditionsof Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI(Listing Obligation & Disclosure Requirements) Regulation 2015 is attached tothe Corporate Governance Report.
Your Company gives due emphasis on the adaptability to such procedures so as to ensuretransparency accountability & integrity in all respect.
CODE OF CONDUCT
In compliance with Regulation 26(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 and the Companies Act 2013 the Company has framed andadopted a code of conduct. The code is applicable to the members of the Board and allemployees of the Company.
The Board Members have affirmed compliance with the Code of Conduct for the year endedMarch 31 2018. Further the Code of Conduct is also available on our website http://www.surajindustries.org
PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
The company is not required to form "Internal Complains Committee" under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redresssal) Act 2013as the Company had only two employees during the period under review.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015.
MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 aseparate meeting of the Independent Directors was held on March 07 2018.
The Independent Directors at the meeting reviewed the following:-
Performance of non-independent Directors and the Board as a whole
Assess the quality quantity and timeliness of flow of information between themanagement of the listed entity and the board of directors that is necessary for the boardof directors to effectively and reasonably perform their duties.
Performance of the Chairperson of the Company
Pursuant to the requirement under Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Board of Directors has constituted thefollowing Committees:
1. Audit Committee
2. Nomination & Remuneration Committee and
3. Stakeholders Relationship Committee.
The details of composition and terms of reference of these committees are mentioned inthe Corporate Governance Report.
NOMINATION & REMUNERATION POLICY
The Company has framed a Nomination and Remuneration Policy pursuant to the provisionsof Section 178 of the Companies Act 2013 read with Regulation 19 and Part D of ScheduleII of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.
The Policy is available on our websitehttp://www.surajindustries. org There is nochange in the policy during the financial year 2017-18.
PARTICULARS OF LOAN(S) GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THECOMPANIES ACT 2013
During the year under review the Company has neither made any investment(s) nor givenany loan(s) or guarantee(s) which is covered under the provisions of Section 186 of theCompanies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year the Company had not entered into any contract arrangement andtransaction with related parties which could be considered material in accordance with theCompany's Policy on materiality of and dealing with related party transactions (the"Policy") and accordingly the disclosure of Related Party Transactions in FormAOC-2 is not applicable.
The Company has neither accepted nor renewed any deposits during the Financial Year2017-18 in terms of V of the Companies Act 2013. Further the Company is not having anyunpaid or unclaimed deposit deposits at the end of the Financial Year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:
The Company is not engaged in any activity where conservation of energy and technologyabsorption is required. Further during the year there were no foreign exchange earningsor outgo. Hence the details required under Section 134(3) (m) of the Companies Act 2013read with rule 8(3) Companies (Accounts) Rule 2014 are not given.
The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. Board has prepared Risk Management Planwhich is reviewed and monitored on regular basis to identify and review critical risks.
Pursuant to the provisions of the Companies Act 2013 the Annual evaluationofperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration Committees and Stakeholder Relationship Committee hasbeen made. The evaluation was carried out on parameters such as level of engagement andcontribution independence of judgment safeguarding the interests of the Company and itsshareholders etc.
The Directors expressed their satisfaction with the evaluation process.
THE CHANGE IN THE NATURE OF BUSINESS IF ANY;
There was no change in the nature of business of your company during the year underreview.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Board has Vigil Mechanism/Whistle Blower Policy a mechanism for employees toreport to the management concerns about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct. The mechanism also provide for adequatesafeguards against victimization of employees who avail of the mechanism and also providefor direct access to the Chairman of the Audit Committee in exceptional cases. The Policyis also available on our website http://www.surajindustries.org.
During the year under review no personnel has been denied access to the auditcommittee.
There is no change in the policy during the financial year 2017-18
PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES
1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:-
The Company had only three permanent employees as against one employee lastyear. Ms. BhanumatiRamchandran; Company Secretary Sujeet Kumar Gupta CFO (appointed ason 14.08.2017) and Mr. Syed Aziur Rahman (resigned from post of Whole Time Director as on09.05.2017)are the employees.
Details of Remuneration paid to Company Secretaryand CFO during the FinancialYear 2017-2018 is given below:
|Particulars ||Company Secretary ||Chief Financial Officer |
|Salary ||60000 ||182000 |
|Contribution to PF/ Superannuation/ Gratuity ||NIL ||NIL |
|Perquisites ||NIL ||NIL |
|Total Remuneration ||60000 ||182000 |
During the year under review no remuneration was paid to any Executive andNon-Executive Directors of the Company.
Ms. Bhanumati Ramchandran Company Secretary was paid remuneration of Rs60000/- during the year as per the remuneration policy of the Company without any changesas compared to the remuneration given in last year.
Mr. Sujeet Kumar Gupta Chief Financial Officer was paid remuneration of Rs182000/- starting from 14th August 2017 as per the remuneration policy ofthe Company without any changes as compared to the remuneration given in last year.
In view of the above no other disclosure required in terms of Rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isapplicable.
2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:-
There was no employee who has drawn salary as mentioned in the aforesaid rule.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of the provisions of Regulations 34 and Part B of Schedule V of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations2015 the Management's discussion and analysis report has been given separately and formspart of the Annual Report as
The Industrial Relations have continued to be stable and harmonious during the courseof the year.
The directors state that applicable Secretarial standards i.e SS-1 and SS-2 relatingto Meeting of the board of Directors' and General Meetings' respectivelyhave been duly followed by the company.
MAINTENANCE OF COST RECORDS
As there was no manufacturing activity for the period under review so company was notrequired to maintain cost records as per Section 148 of Companies Act 2013.
Your Directors would like to express their gratitude and appreciation for theassistance and cooperation received from the Banks during the year under review.
Your Directors also place on record their deep sense of appreciation for the devotedservices rendered by all the employees of the company and for the continued co-operation& support received from shareholders of the Company.
| ||By Order of the Board |
| ||For Suraj Industries Ltd |
|Place: New Delhi ||Sd/- |
|Date: 14.08.2018 ||Atul Jain |
| ||Chairman & Wholetime Director |
| ||DIN: 00479852 |
| ||Add: Flat 001 Tower 15 The Close South |
| ||Nirvana Country Sector 50 South City- II |
| ||Gurgaon-122018 |