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Surya Funcity Ltd.

BSE: 532028 Sector: Services
NSE: N.A. ISIN Code: INE122F01013
BSE 05:30 | 01 Jan Surya Funcity Ltd
NSE 05:30 | 01 Jan Surya Funcity Ltd

Surya Funcity Ltd. (SURYAFUNCITY) - Director Report

Company director report

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021

Dear Members

Your Directors have pleasure in presenting the Twenty Eighth Annual Report togetherwith the Audited Accounts of your Company for the financial year ended 31st March 2021.

STANDALONE FINANCIAL RESULTS & APPROPRIATIONS

(Rs. in Lakhs)
Particulars Year ended 31.03.2021 Year ended 31.03.2020
Profit (Loss) Before Interest and Depreciation (113.51) 212.57
Less : Interest 5.40 5.89
Cash Profit (Loss) (118.91) 206.68
Less : Depreciation 83.39 81.48
Add:/Less Extra - Ordinary Item - -
Profit (Loss) Before Tax And Provision (202.30) 125.20
Less : Provision For Tax (38.58) 28.12
Profit (Loss) After Tax (163.72) 97.08
Other Comprehensive Income (Expense) 24.14 (22.55)
Total Comprehensive Income (Expense) (139.57) 74.53

DIVIDEND

Due to inadequacy of profits the company is not in a position to declare any dividendfor the year ended on 31st March 2021.

OPERATIONS

The Company is in the business of Amusement Park Water Park and Resorts. Due to COVID19 pandemic the operations remained closed from April 2020 to November 2020. Hence theTurnover of the Company decreased from Rs. 532.59 lac to Rs. 37.35 lac and there is netloss of Rs. 139.57 lac against net profit of Rs. 97.08 lac in the previous year. Thedetailed performance of Company's operations for the year ended 31 March 2021 has beenstated in the Management Discussion & Analysis which appears as a separate statementin the Annual Report.

FINANCE (a) Finance :

The outstanding of the term loan as on 31.03.2021 is NIL.

(b) Overdraft Facilities

The Overdraft facilities balance standing as on 31.03.2021 is Rs. 91.13 lac.

TRANSFER TO RESERVE

The Board of Directors has not proposed to any amount for transfer to general reserves.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business.

MATERIAL CHANGE

The operations for FY 2020-21 have been severally impacted due to the Covid-19 pandemicoutbreak nationwide lockdown and curfew in various states including Punjab which affectedthe cash flows of the company.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

There are no Subsidiaries/ Joint Ventures. M/s Bonzo Resorts Limited is an AssociateCompany.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 Clause of CSR is not applicable.

MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is enclosed with this report as Annexure 3.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR RECEIPT OF COMMISSION

/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

During the year under review the Managing Director and Whole time Director neitherreceived any Commission nor any remuneration from the Holding Company or SubsidiaryCompanies.

VIGIL MECHANISM

Section 177(9) of the Companies Act 2013 provides for a mandatory requirement for alllisted companies to establish a mechanism called the 'Whistle Blower Policy' for Directorsand employees to report concerns of unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct or ethics policy. In line with thisrequirement the Company has framed a “Whistle Blower Policy”. The same isplaced on the Company's website.

RISK MANAGEMENT COMMITTEE

In line with the new regulatory requirements the company has framed a 'Risk ManagementPolicy' to identify and assess the key risk areas monitor and report compliance andeffectiveness of the policy and procedure. A Risk Management Committee under thechairmanship of Mr. Kamaljeet Singh Managing Director has also been constituted tooversee the risk management process in the Company. The other members of the Committee areMr. Chander Dutt Verma Independent Director and Ms. Puneet Arora Whole Time Director.The Company manages monitors and reports on the principal risks and uncertainties that canimpact its ability to achieve its strategic objectives. The Company's risk managementsystems and programs comprises of various processes structures and guidelines whichassist the Company to identify assess monitor and manages its risks including anymaterial changes to its risk profile. To achieve this the Company has clearly defined theresponsibility and authority of the Company's Management and the Risk Management Committeeto oversee and manage the risk management Programs. The company has taken Industrial AllRisk Policy to insure its fixed assets and inputs that cover known and unknown riskincluding fire.

INTERNAL FINANCIAL CONTROL SYSTEM

Effective and strong internal control systems are developed in the Company for all themajor processes to ensure reliability of financial reporting safeguarding of assets andeconomical and efficient use of resources as also the compliance of laws regulationspolicies and procedures etc.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business as per the applicableprovisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. No material related party transactions have been enteredby the Company with Promoters Directors or Key Managerial Personnel which had potentialconflict with the interest of Company at large. The details of related party disclosuresand transactions as prescribed in Form AOC-2 are given in Annexur -4. All the relatedparty transactions are done at arm's length and pertain to the financial year 2020-21.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators Courts orTribunals which would impact the going concern status of the Company and its operationsin future.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Puneet Arora shall retire by rotation at the forthcomingAnnual General Meeting and is eligible for re-appointment.

DECLARATION BY DIRECTORS

The company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 in respect of meeting the criteria of independenceprovided under Section 149 (6) of the said Act.

INDUCTIONS & TRAINING OF BOARD MEMBERS

The company is familiarizing the Independent Directors with regard to their rolerights responsibilities and industry scenario and business model of the company atregular intervals.

PERFORMANCE EVALUATION OF THE DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS

Nomination Remuneration and Evaluation policy has been made by the Nomination andRemuneration Committee. The Nomination and Remuneration Committee has laid down thecriteria for performance evaluation of the individual Directors as well as the Board. Theframework of performance evaluation of the Independent Directors captures the followingpoints: A) Key attributes of the Independent Directors that justify his/herextension/continuation on the Board of the Company; B) Participation of the Directors inthe Board proceedings and their effectiveness. The Board adopted a formal mechanism forevaluating its performance as well as of its Committees and individual Directors includingthe Chairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Boards functioning such as composition of theBoard and Committees experience and competencies performance of specific duties andobligation governance issues participation and effectiveness etc. During the year underreview a meeting of Independent Directors was held on 13th February 2021 wherein theperformance of the Non Independent Directors and the Board as a whole vis-a-vis theperformance of the Chairman of the Company was reviewed.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeapproved a policy for selection appointment and remuneration of Directors SeniorManagement and Key Managerial Personnel.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a 'Prevention of Sexual Harassment Policy' pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment. All employees (Permanent contractual temporary trainees) are coveredunder this policy. No complaint has been received in the year 2020-21.

NUMBER OF BOARD MEETINGS

During the Financial Year 2020-21 5 (Five) Board meetings were held on 30th June2020 30th August 2020 14th September 2020 13th November 2020 and 13th February2021. One meeting of Independent Directors was convened and held on 13th February 2021.The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134(3) (c) read with Section 134(5) of the Companies Act2013 your Directors state that: (i) in the preparation of the annual accounts for theyear ended 31 March 2021 the applicable accounting standards read with requirements setout under Schedule III to the Act have been followed and there are no materialdepartures; (ii) such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at 31 March 2021 and of theprofit of the company for the year ended on that date; (iii) proper and sufficient carehas been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; (iv) the annual accounts havebeen prepared on a going concern basis; (v) the Directors have laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and are operating effectively; and (vi) the Directors have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.

COMPOSITION OF AUDIT COMMITTEE

During the year 5 (Five) Audit Committee meetings were convened and held. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

AUDITORS & AUDITOR'S REPORT

M/s KD & Associates Chartered Accountants Chandigarh were appointed as theStatutory Auditors of the company at the 24th Annual General Meeting to hold office tillconclusion of 29th Annual General Meeting.

As required under Section 139 of the Companies Act 2013 the Company has received awritten consent from the Auditors to their continued appointment and also a certificatefrom them to the effect that their existing appointment is in accordance with theconditions prescribed under the Companies Act 2013 and rules made thereunder.

The Auditors report for the financial year 2020-21 does not contain any qualificationreservation or adverse remark. The Notes on Accounts referred to in the Annexure to theStatutory Auditor's Report are self explanatory and do not call for any comments.

COST AUDITORS

As per the provisions of Section 148 of the Companies Act 2013 the Company is notrequired to appoint Cost Auditors.

SHARE CAPITAL

During the year under review the Company has not issued any equity shares withdifferential rights sweat equity shares or employee stock option.

Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees is not applicable on the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information on conservation of energy technology absorption foreign exchange earningsand outgo required to be given pursuant to Section 134(3)(m) of the Companies Act 2013read with the Companies (Disclosure of particulars in report of Board of Directors) Rules1988 is as follows:

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The Company had installed D.G. Set of appropriate capacity as stand by source of powerfor backup in case of failure of power from State Electricity Board to avoid energylosses. All the rides are attached with power with automatic power control system.

FOREIGN EXCHANGE:

During the year the company has not earned any foreign exchange.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in form no. MGT-9 is attached with this report as Annexure-1.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act 2013 Mr. Sandeep Kumar Rishi CompanySecretary has been appointed as Secretarial Auditors to conduct Secretarial Audit of theCompany for the financial year ending 31 March 2021. They have submitted the SecretarialAudit Report which is annexed to this Board's Report as Annexure-2.

ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)

The Ministry of Corporate Affairs vide notification dated 16 February 2015 made itmandatory in a phased manner for adoption and applicability of Indian Accounting Standards(Ind AS) for Companies other than Banking Insurance and Non- Banking Finance Companies.Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes of

Companies which shall comply with the Ind AS in preparation of the FinancialStatements. In accordance with clause (iii) of Sub rule 1 of the Rule 4 of the Companies(Indian Accounting Standards) Rules 2015 the compliance of Indian Accounting Standard wasapplicable and mandatory to the Company for the accounting period beginning from 1 April2017. The financial statements for the year under review have been prepared in accordancewith the Ind AS including the comparative information for the year ended 31 March 2017 aswell as the financial statements on the date of transition i.e. 1 April 2016.

GOODS & SERVICE TAX

With the implementation of Goods and Service Tax (GST) from 1st July 2017 India hasmoved toward a single Indirect tax regime for goods and services for the entire countrywith uniform law. The majority of indirect taxes have been subsumed in GST. GST is thebiggest tax reform in the history of Indian Economy and leading to simplify the movementof the goods and services across the country shrinking delivery times and widening theproduct markets. The spillover effects of GST are immense from increase in Governmentrevenue vis-a-vis better tax compliance and reduced tax evasion enabling greater controland facilitating efficient monitoring than the traditional taxation system. The increasedtax revenues of Government would create scope for enhanced public investments in varioussocial and physical infrastructural activities creating further scope for the employmentgeneration. However despite the immense potentiality borne by GST towards a higher growthtrajectory of Indian economy the industry has been facing enormous problems due to theteething issues during its implementation which are being addressed by the Governmentconstantly.

PERSONNEL

Relationship with the employees remained cordial throughout the year in the Company.The Directors express their appreciation for the contribution made by the employees at alllevels to the operations and operational efficiencies of the Company during the year.Annexed to this Board's Report as Annexure-3.

CORPORATE GOVERNANCE

In terms of the Regulation 15(2)(a) of Listing Regulations the compliance with thecorporate governance provisions shall not apply in respect of the listed entity havingpaid up equity share capital not exceeding rupees ten crore and net worth not exceedingrupees twenty five crore as on the last day of the previous financial year.

As per the above mentioned criteria provisions of Corporate governance is notapplicable on the Company and therefore the Company is not required to comply with theprovisions of Corporate Governance as specified in Listing Regulations. However theCompany is voluntarily complying with most of the provisions.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company has not extended any loan guarantee or investment under Section 186 of theCompanies Act 2013.

COMMENT ON AUDITOR QUALIFICATION / REMARKS

Secretarial Audit contains a qualification/remark that “2041900 shares held bythe promoters are still in physical form”. Company is in process of demat of shares.

ACKNOWLEDGMENT

Your Directors convey sincere thanks to the various agencies of the Central and StateGovernments Banks and other concerned agencies for all the assistance and cooperationextended to the Company and for their continued support. The Directors also deeplyappreciate and acknowledge the trust and confidence the vendors suppliers dealerscustomers shareholders and investors reposed in the Company. Your Directors also place onrecord their appreciation for the dedicated services rendered by the workers staff andofficers of the Company.

On Behalf of the Board of Directors
Sd/- Sd/-
(Kamaljeet Singh) (Puneet Arora)
Place : Chandigarh Managing Director Whole Time Director
Dated : September 3 2021 DIN : 00901140 DIN : 01951008

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