Surya India Ltd.
|BSE: 539253||Sector: Financials|
|NSE: N.A.||ISIN Code: INE446E01019|
|BSE 00:00 | 13 May||Surya India Ltd|
|NSE 05:30 | 01 Jan||Surya India Ltd|
|BSE: 539253||Sector: Financials|
|NSE: N.A.||ISIN Code: INE446E01019|
|BSE 00:00 | 13 May||Surya India Ltd|
|NSE 05:30 | 01 Jan||Surya India Ltd|
To The Members Surya India Limited
Your directors are pleased to present the 37th Annual Report on the businessand operations of the Company together with the audited financial results of the Companyfor the financial year ended 31st March 2022.
1. Financial Results
The summary of the Company's financial performance for the Financial Year ended 31stMarch 2022 as compared to the previous financial year ended 31st March 2021are summarized below:
(Amount in INR Lakhs except EPS)
2. Impact of COVID-19 on business
During Financial Year 2021-22 India saw second and third waves of pandemic COVID- 19driven by the highly transmissible Delta and Omicron COVID variantrespectively. This led to a fresh set of restrictions in the country which affected theeconomic activity although to a lower extent as compared to the previous financial year.
Despite such a situation the management tried to run its operations smoothly whileensuring adherence to necessary safety measures.
The duration and impact of the COVID-19 pandemic will especially on account of secondwave of the pandemic remains unclear at present as on reporting date. Hence it is notpossible to reliably estimate the duration and severity of these consequences as well astheir impact on the financial position and results of the Company for future periods. Theimpact of the lockdown disruption/ COVID-19 pandemic will have to be assessed from time totime and communicated as we progress during the current financial year. A lot depends onthe success of the various pandemic containment efforts being undertaken by the State andCentral Governments and health authorities. It is therefore premature to forecast thefuture impact with credibility at this stage.
3. Financial Performance/ Operational Review
The audited financial statements of the Company which forms part of Annual Reporthave been prepared in all material aspects in accordance with the Indian AccountingStandards (hereinafter referred to as the Ind AS') as notified by Ministry ofCorporate Affairs pursuant to Section 133 of the Companies Act 2013 read with Rule 3 ofthe Companies (Indian Accounting Standards) Rules 2015 and Regulation 33 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time.
The highlights of the Company's performance are as under:
Our total income for the financial year 2021-22 was Rs. 381.06 lakh as against Rs.257.93 lakh for the previous financial year showing an increase of 47.74 percent in thecurrent financial year in comparison to the corresponding previous year.
Our loss before tax for the financial year 2021-22 was Rs. 4.03 lakh as against Rs.63.92 lakh for the previous financial year.
Our loss after tax for the financial year 2021-22 was Rs. 24.46 lakh as against Rs.53.38 lakh for the previous financial year.
Our total comprehensive income for the financial year 2021-22 was Rs. 2.45 lakh asagainst (Rs. 28.80) lakh for the previous financial year.
4. 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 were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year of the Company to which theseFinancial Statements relate and the date of this report.
5. The state of the company's affairs
The Company is primarily engaged in the business of purchase or otherwise deal in realestate lands houses buildings sheds and other fixtures on land and buildings and to letthem out on rent contract or any other agreement as may be deemed fit or to buy and selllands houses apartments to any person on such terms and conditions as may be deemed fitor to hold maintain sell allot houses apartments sheds or buildings thereof to theshareholders or to any other person and to carry on the business of builders contractorssurveyors.
The company is also involved in the business of providing loans/ finances to other bodycorporates (not amounting to banking business).
Keeping in view the losses incurred by the Company and business scenario due to COVID-19 pandemic the board of directors of the Company does not recommend any dividend for theFinancial Year 2021-22.
7. Transfer of unclaimed dividend to Investor Education and Protection Fund
During the financial year 2021-22 no amount was pending/ required to be transferred tothe Investor Education and Protection Fund (IEPF) by the Company.
8. Transfer to reserves
During the financial year 2021-22 your directors do not propose any amount to betransferred to the general reserves of the Company. The balance of other equity at the endof the financial year is Rs. 5847.44 lakhs.
9. Share capital and listing of shares
During the financial year 2021-22 there was no change in the equity share capital ofthe Company.
The Company has not issued any shares with differential rights or sweat equity shares.
Following are the details of the Authorized Issued Subscribed and Paid-up ShareCapital of the Company as on 31st March 2022:
The authorized share capital of the Company is Rs. 782 lakh divided into 7820000(Seventy Eight Lakh Twenty Thousand) equity shares of Rs. 10/- (Rupees Ten only) each.
The issued subscribed and paid-up capital of the Company is Rs. 698.58 lakh dividedinto 6985832 (Sixty Nine Lakh Eighty Five Thousand Eight Hundred Thirty Two) equityshares of Rs. 10/- (Rupees Ten only) each.
The above-mentioned equity shares of the Company are listed on Bombay Stock Exchange(BSE) Limited with scrip code 539253.
10. Change in the nature of business
During the financial year 2021-22 the Company has not commenced any new business ordiscontinued/ sold or disposed of any of its existing businesses or hived off any segmentor division.
11. Details of directors who were appointed or have resigned during the year
During the Financial Year ended 31st March 2022 following changes tookplace in the composition of the board of directors of the Company:
Mrs. Puneet Bedi (DIN: 02178816) Non- Executive Independent Director of the Companyresigned from the Board w.e.f. 11th day of February 2022.
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Manohar Lal Agarwal (DIN: 00290780) Non- Executive Non- Independent Director of theCompany who is liable to retire by rotation was re-appointed by the shareholders of theCompany in 36th Annual General Meeting held on 30th day ofSeptember 2021.
Changes after the closure of Financial Year:
Mr. Ratnesh Kumar (DIN: 09600213) was appointed as Additional Director (Non- ExecutiveIndependent Director) of the Company w.e.f. 09th day of May 2022.
Proposed appointments/ re- appointments at the 37th Annual General Meeting
Mr. Ratnesh Kumar (DIN: 09600213) who was appointed as Additional Director (Non-Executive Independent Director) of the Company w.e.f. 09th day of May 2022 tohold office upto the date of this Annual General Meeting. Accordingly the appointment ofMr. Ratnesh Kumar is to be regularized as independent director of the Company.
As per the provisions of regulation 17(1C) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulation 2015 as amended fromtime to time the Company is required to obtain shareholder's approval for appointment ofa person on the Board of Directors or as a Manager at the next General Meeting or within atime period of three months from the date appointment whichever is earlier.
Therefore the same is recommended to the shareholders of the Company for theirapproval in upcoming Annual General Meeting.
1. In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs.Preeti Agarwal (DIN: 00011450) Managing Director of the Company retires by rotation andbeing eligible offers herself for re- appointment.
The same is recommended to the shareholders of the Company for their approval inupcoming Annual General Meeting.
Brief resume of Mrs. Preeti Agarwal Managing Director is given in the annexure tonotice calling the 37th Annual General Meeting of the Company. Members arerequested to refer the Notice of the 37th AGM for brief profile and otherrelated information of director seeking re- appointment.
2. In accordance with the previous shareholder's approval obtained in the 32ndAnnual General Meeting held on 30th September 2017 the term of re-appointmentof Mrs. Preeti Agarwal (DIN: 00011450) as Managing Director of the Company expires on 29thday of September 2022. The board on recommendation of the Nomination and RemunerationCommittee of the Company hereby proposes her re- appointment to the shareholders of theCompany in upcoming Annual General Meeting for a further period of 3 consecutive yearscommencing from 30th September 2022.
3. In accordance with the previous shareholder's approval obtained in the 32ndAnnual General Meeting held on 30th September 2017 the term of re-appointment of Mrs. Priyanka Agarwal (DIN: 01989753) as Wholetime Director of the Companyexpires on 29th day of September 2022. The board on recommendation of theNomination and Remuneration Committee of the Company hereby proposes her re- appointmentto the shareholders of the Company in upcoming Annual General Meeting for a further periodof 3 consecutive years commencing from 30th September 2022.
Further the board hereby informs that as per the provisions of section 164 of theCompanies Act 2013 none of the above-mentioned directors are disqualified or are beingdebarred by Board (SEBI) or any other authorities from being appointed/ re- appointed.
12. Details of Key Managerial Personnel who were appointed or have resigned during theyear
During the financial year 2021-22 following changes took place in the Key ManagerialPersonnel of the Company:
Ms. Jagriti Aggarwal (M. No. A45455) was appointed as Company Secretary and ComplianceOfficer Key Managerial Personnel of the Company w.e.f. 01st day of July 2021.
Mr. Jitesh Grover (M. No. F7542) resigned from the position of Company Secretary andCompliance Officer Key Managerial Personnel of the Company w.e.f. 11th day ofMay 2021.
Mr. Satyaprakash Gaur (PAN: AGUPG8319E) resigned from the position of Chief FinancialOfficer Key Managerial Personnel of the Company w.e.f. 11th day of March2022.
Changes after the closure of Financial Year:
Ms. Jyoti Sabharwal (PAN: EMIPS2403B) was appointed as Chief Financial Officer KeyManagerial Personnel of the Company w.e.f. 30th day of May 2022.
13. Independent directors and statement regarding opinion of board with regard tointegrity expertise and experience (including proficiency) of Independent Directorsappointed during the year
The Company maintains the requisite number of Independent Directors as required underSection 149(4) of the Companies Act 2013 (the Act) and Regulation 17 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
During the financial year 2021-22 Mr. Ganesh Dass Aggarwal (DIN: 01547790) and Mrs.Puneet Bedi (DIN: 02178816) were the Independent Directors of the Company.
Later Mrs. Puneet Bedi (DIN: 02178816) Independent Director of the Company resignedfrom the Board of the Company and other committees due to certain personal reasons w.e.f.11th day of February 2022 which resulted in number of independent directorsfalling below the specified number as per the provisions of Section 149(4) of theCompanies Act 2013.
Further as per second proviso to Rule 4 of Companies (Appointment & Qualificationof Directors) Rules 2014 read with applicable provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the board was required to fill thevacancy caused by such resignation at the earliest but not later than immediate next boardmeeting or three months from the date of such vacancy whichever is later and the same wasduly filled within the time prescribed wherein the board appointed Mr. Ratnesh Kumar(DIN: 09600213) as Additional Director (under the category Non- Executive IndependentDirector) of the Company w.e.f. 09th day of May 2022 for a term of 5 (five)consecutive years not be liable to retire by rotation whose appointment is subject tothe approval of members of the Company at upcoming Annual General Meeting.
In the opinion of the Board all the independent directors of the Company are person ofintegrity and possess relevant expertise and experience (including the proficiency) andfulfils the conditions specified in the Companies Act 2013 and the rules made thereunderread with the applicable provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and they are independent of the management of the Company.
14. Statement on declaration of independence and statement on compliance of code ofconduct given by independent directors
During the financial year 2021-22 all the Independent Directors of the Company havesubmitted the declaration of independence pursuant to the provisions of Section 149(7) ofthe Companies Act 2013 (the Act) and Regulation 25(8) of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations) confirming that they meet the criteria ofindependence as provided in sub- section (6) of Section 149 of the Act read withRegulation 16(1)(b) of Listing Regulations and have also complied with the code of conductfor Independent Directors prescribed in Schedule IV to the Act.
Furthermore it is hereby informed that Mr. Ratnesh Kumar (DIN: 09600213) has alsogiven his declaration to the board that he meets the criteria of independence as providedunder Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
Further as per Regulation 25(8) of the Listing Regulations the independent directorshave stated that they are not aware of any circumstance or situation which exist or maybe reasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence.
The Independent Directors have also confirmed that in terms of Rule 6(3) of theCompanies (Appointment and Qualification of Directors) Rules 2014 they have registeredthemselves with the Independent Director's database as prescribed under the Act.
The Company has familiarized the Independent Directors with the Company their rolesresponsibilities in the Company nature of industry in which the Company operatesbusiness model of the Company etc. The details relating to the familiarization programmeof Independent Directors is placed on the website of the Company under InvestorInformation segment of Corporate Governance and can be accessed using the below link:https://www.suryaindialtd.com/policies.html (click on Policy of Familiarization Programmefor Independent Directors)
15. Number of meetings of the board
During the year under review the Board of Directors met 7 (seven) times. For detailsof the meetings of the Board please refer to the Corporate Governance Report which formsan integral part of this Annual Report.
16. Number of meetings of the committee's
The details of the committee meetings held during the financial year 2021-22 are givenin the separate section of Corporate Governance Report which forms a part of this AnnualReport.
17. Composition of committees
During the financial year 2021- 22 following was the composition of the committees ofthe Board:
During the Financial Year 2021-22 the Audit Committee comprised of three members thedetails of which are as follows:
Note: Mrs. Puneet Bedi (DIN: 02178816) resigned from the position of Non- ExecutiveIndependent Director of the company and other committees w.e.f. 11th day ofFebruary 2022 and thereafter Mr. Ratnesh Kumar (DIN: 09600213) was appointed asAdditional Director (under the category Non- Executive Independent Director) of theCompany w.e.f. 09th day of May 2022. The committee was reconstituted on 09thday of May 2022 and following is the composition of Audit Committee as on date:
The composition of the Audit Committee and terms of reference meets the requirement ofSection 177 of the Companies Act 2013 and Regulation 18 of Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended fromtime to time.
Further details including number and dates of meeting of the Audit Committee are givenin the Corporate Governance Report which forms an integral part of this Annual Report.
Nomination and Remuneration Committee
During the Financial Year 2021-22 the Nomination and Remuneration Committee comprisedof three members the details of which are as follows:
Note: Mrs. Puneet Bedi (DIN: 02178816) resigned from the position of Non- ExecutiveIndependent Director of the company and other committees w.e.f. 11th day ofFebruary 2022 and thereafter Mr. Ratnesh Kumar (DIN: 09600213) was appointed asAdditional Director (under the category Non- Executive Independent Director) of theCompany w.e.f. 09th day of May 2022. The committee was reconstituted on 09thday of May 2022 and following is the composition of Nomination and Remuneration Committeeas on date:
The composition of the Nomination and Remuneration Committee and terms of referencemeets the requirement of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Further the details including number and dates of meeting of the Committee are givenin the Corporate Governance Report which forms an integral part of this Annual Report.
Stakeholders Relationship Committee
During the Financial Year 2021-22 the Stakeholders Relationship Committee comprised ofthree members the details of which are as follows:
Note: Mrs. Puneet Bedi (DIN: 02178816) resigned from the position of Non- ExecutiveIndependent Director and other committees of the company w.e.f. 11th day ofFebruary 2022 and thereafter Mr. Ratnesh Kumar (DIN: 09600213) was appointed asAdditional Director (under the category Non- Executive Independent Director) of theCompany w.e.f. 09th day of May 2022. The committee was reconstituted on 09thday of May 2022 and following is the composition of Stakeholders Relationship Committeeas on date:
The composition of the Stakeholders Relationship Committee and terms of reference meetsthe requirement of Section 178(5) of the Companies Act 2013 and Regulation 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Further the details including number and dates of meeting of the Committee are givenin the Corporate Governance Report which forms an integral part of this Report.
18. Company's policy on appointment and remuneration of directors and key managerialpersonnel
Pursuant to Section 178 of the Companies Act 2013 and Regulation 19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with Part D ofSchedule II the Board on recommendation of Nomination and Remuneration Committee (NRC) ofthe Company has formulated Company's Policy on Appointment and Remuneration ofDirectors which deals with appointment and remuneration of Directors Key ManagerialPersonnel and Senior Management Personnel.
Further Section 134 of the Act stipulates that the Board's Report of the company isrequired to include a statement on company's policy on Appointment and Remuneration ofDirectors including criteria for determining qualifications positive attributesindependence of director and remuneration for KMPs and other employees (thePolicy).
Provided further that where the policy is made available on the company's website itshall be sufficient compliance of the requirements under such clauses if salient featuresof the policy and changes therein are specified in brief in this report and the webaddress is indicated therein at which the complete policy is available.
The said policy is available on the website of the Company and web- link thereto ishttp://www.suryaindialtd.com/policies.html (click on Policy on Appointment andRemuneration). The said policy is stated in the corporate governance report which forms anintegral part of this report.
The salient features of the policy are:
A person should possess adequate qualification expertise and experience in theirrespective fields as per the position he/ she is considered for appointment. The Committeehas discretion to decide whether qualification expertise and experience possessed by aperson is sufficient/ satisfactory for the concerned position.
A person should be the person of high integrity ethical standards devote thesufficient time to the Company and have the required skills expertise and experience andshall perform duties in a bona-fide manner; and
A person shall have personal professional or business standing;
The company has made certain changes in the existing policy. The criteria fordetermining qualification positive attributes and independence of director has beenelaborated in order to bring more clarity and in order to ensure that the policy is inline with the existing laws rules regulations and current market scenario.
Remuneration: Remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long- termperformance objectives appropriate to the working of the company and its goals.
19. Formal annual evaluation of board performance its committees and individualdirectors
Pursuant to the provisions of Section 178 of the Companies Act 2013 read with ClauseVII & VIII of Schedule IV of the Act and Regulation 17(10) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and other applicableregulations read with SEBI Circular on Guidance Note on Board evaluation having No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January 2017 the Nomination andRemuneration Committee (the Committee) of the Company has devised Policyon evaluation of performance of directors and the board to evaluate the performanceof Independent Directors Board Committees and other Individual Directors. The saidpolicy can be accessed from the website of the company athttps://www.suryaindialtd.com/policies.html (Click on Policy on evaluation of performanceof Directors and the Board).
The evaluation is carried out through a structured questionnaire. The Nomination andRemuneration Committee and the Board expressed their satisfaction with the evaluationprocess and the results thereof.
The performance evaluation of the Board its Chairman and the Non-Independent Directorswere carried out by the Independent Directors at their separate meeting on the basis offollowing parameters namely qualifications and experience attendance and participationsat meetings of the Board and committees thereof initiative in raising concerns to theBoard contribution to strategic decision making initiative in terms of new ideas andplanning etc. and were found satisfactory and there was transparent information flow fromthe management.
The Directors expressed their satisfaction with the overall evaluation process.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the director being evaluated. The criteria for evaluation includedqualification and experience attendance and participations in the meetings initiative inraising of concerns to the Board rendering independent unbiased opinion and resolutionof issues at meetings safeguard of confidential information etc.
20. Directors' responsibility statement
Pursuant to requirement under clause (c) of sub-section (3) and sub-section (5) ofSection 134 of the Companies Act 2013 with respect to Directors' ResponsibilityStatement it is hereby confirmed that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii) 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/ loss of Company for that period; iii) the directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
iv) the directors had prepared the annual accounts on a going concernbasis.
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 and
vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
21. Corporate governance report
The Company is committed to adhere the requirement of Corporate Governance as laid downin Regulation 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) as amended from time to time. The report on Corporate Governance asstipulated under the Regulation 34(3) read with Para C of Schedule V of ListingRegulations is presented in separate section which forms an integral part of this Reportand is marked as Annexure- I.
Certificate from the Statutory Auditors of the company i.e. M/s KAP & AssociatesChartered Accountants confirming the compliance with the conditions of corporategovernance as stipulated under under Para E of Schedule V of the Listing Regulations isattached to this report as Annexure- II.
22. Management discussion and analysis report
Pursuant to Regulation 34(3) read with Para B of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Management Discussion andAnalysis Report containing information inter-alia on industry structure and developmentsyour Company's performance future outlook opportunities and threats etc. for thefinancial year ended 31st March 2022 is provided in a separate sectionforming integral part of this Annual Report and marked as Annexure- III.
23. Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the Companies Act 2013 the members atthe Annual General Meeting of the Company held on 30th September 2017appointed M/s KAP & Associates Chartered Accountants having FRN: 024745N asstatutory auditors of the Company to hold office from the conclusion of 32ndAnnual General Meeting of the Company till the conclusion of 37th AnnualGeneral Meeting covering one term of five consecutive years.
The term of appointment of M/s KAP & Associates Chartered Accountants having FRN:024745N will expire in the upcoming 37th Annual General Meeting.
Subsequently in accordance with Section 139(1) it is proposed to appoint M/s P. R.Kumar & Co. Chartered Accountants having Firm Registration Number: 003186N asStatutory Auditor of the Company for a term of 5 (Five) consecutive years to conduct thestatutory audit of the Company for the financial year 2022-2023 to Financial Year 2026-27and to hold office till the conclusion of AGM to be held for the financial year 2026-2027.
Further the Company has received from M/s P. R. Kumar & Co. a written consent fortheir appointment and a certificate under section 139(1) of the Act to the effect thattheir appointment if made shall be in accordance with the prescribed limits and that thefirm is not disqualified under the provisions of the Companies Act 2013 and rules madethereunder.
The same is recommended to the members of the Company for their approval in upcoming 37thAnnual General Meeting.
Independent Auditors Report:
M/s KAP & Associates Chartered Accountants having Firm Registration Number:024745N Statutory Auditors of the Company have submitted their report for the FinancialYear 2021-22 which does not contain any qualification reservation or adverse remark ordisclaimer. The report is self- explanatory and therefore the board does not have anyexplanation or comment.
The report of the auditors is attached to the financial statements which forms a partof this Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company in its meeting held on 31st August 2018 re-appointed M/s P. Kathuria & Associates Company Secretaries (CoP: 3086) as theSecretarial Auditor of the Company for a period of five consecutive years to conductsecretarial audit from the financial year 2018- 19 to financial year 2022- 23 on suchterms and conditions including remuneration scope of Audit etc. as may be mutuallyagreed.
In terms of the above the secretarial auditor continued to act as Secretarial Auditorof the Company for the said financial year.
Secretarial Auditor Report:
The Secretarial Audit Report in form no. MR- 3 for the financial year ended 31st March2022 is annexed as Annexure- IV to this report.
The Secretarial auditor of the Company in its report has given a qualification whichread as follows:
Comments of the Board: The board of directors of the company hereby informs that theintimation to the BSE Limited stock exchange where securities of the Company are listedwas submitted on 09th day of August 2021 and there was a delay of one day insubmission of intimation to the Stock Exchange with respect to board meeting held on 14thAugust 2021 for consideration of financial results.
Further the board hereby informs that the delay was inadvertent and unintentional.Also there was no malafide or false intention behind the same. The Board will be utmostvigilant in future to ensure the compliances.
Also as per the applicable provisions the same was also taken on note by the board ofdirectors in its meeting held on 13th day of November 2021 and the comments ofthe board was duly submitted to the Stock Exchange.
Mr. Ashish Bansal Internal Auditor of the Company served his resignation to theCompany w.e.f. 14th day of July 2022. Subsequently the Board of Directors ofyour Company in its meeting held on 14th day of July 2022 has appointed Mr.Gulshan Kumar Uttreja Chartered Accountants having Membership No. 094149 as internalauditor of the Company for a period of five years to conduct the internal audit of theCompany from financial year 2022-23 to financial year 2026-27.
Internal Auditor Report:
The Internal Auditor submits its report to the Audit Committee on quarterly basis forreview which is forwarded to Board of Directors for their consideration and necessaryaction.
24. Maintenance of cost records
The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.
25. Annual secretarial compliance report
Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Circular No. CIR/CFD/CMD1/27/2019 datedFebruary 8 2019 issued by SEBI the Company has obtained and submitted the AnnualSecretarial Compliance Report issued by M/s. P. Kathuria & Associates (CoP: 3086)Company Secretaries with BSE Limited confirming compliances with applicable SEBIregulations circulars and guidelines.
The compliance report as provided was qualified with respect to the delay in one day inproviding intimation to the stock exchange for the board meeting held on 14thday of August 2021 with respect to consideration of financial results.
The details of the delay along with the comments of the board has been explained indetail under clause no. 23 related to secretarial auditor report of Board Report and alsounder the head strictures and penalties of corporate governance report.
26. Details in respect of frauds reported by auditors under section 143(12) of theCompanies Act 2013
During the financial year 2021-22 in terms of Section 143(12) of the Act the Auditorsof the Company have not reported any frauds to the Audit Committee or the Board of theCompany.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 (the Act) read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Further thereare no deposits unclaimed or pending in the books of the Company. Hence the requirementof providing details relating to deposits and of deposits which do not comply withChapter V of the Act is not applicable.
28. Risk management policy
Business risk evaluation and management is an on- going process within theorganization. The Company has a robust risk management framework to identify monitor andminimize risks as also identify business opportunities.
The objectives and scope of the risk management policy broadly comprises of: oversightof risk management performed by the executive management;
reviewing the Business Risk Management policy and framework in line with locallegal requirements and SEBI guidelines; reviewing risks and evaluate treatment includinginitiating mitigation actions and ownership as per a pre-defined cycle; defining frameworkfor identification assessment monitoring mitigation and reporting of risks.
Risk management philosophy is to adopt an independent holistic approach to manageuncertainties from all quarters that is enterprise-wide risk management.
Three critical elements on which the enterprise risk management framework is build areas follows: creating a clear direct line of sight from risk management to investor'svalue; implementing a process to protect investor's value; and building the organizationalcapability to ensure strategic risk management.
In the opinion of the board of directors of the Company there are no major risk whichmay threaten the existence of the Company.
The risk management policy of the Company can be accessed from the website of theCompany at https://www.suryaindialtd.com/policies.html (Click on Risk Management Policy).
29. Extracts of annual return
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 a copy ofAnnual Return in form MGT- 7 is being placed on the website of the Company under InvestorInformation segment of Corporate governance section and can be accessed using the belowlink:
30. Transactions with related party
All the transactions that are entered into with the related parties are placed beforethe Audit Committee of the Company for its approval. An omnibus approval from the AuditCommittee was obtained in the first meeting for the related party transactions which arerepetitive in nature. In case of transactions which are unforeseen or in respect of whichcomplete details are not available the Audit Committee has granted an omnibus approval toenter into such unforeseen transactions provided the transaction value does not exceedRupees One crore per transaction. The Audit Committee reviews all transactions enteredinto pursuant to the omnibus approvals so granted on a quarterly basis.
Further the company has also obtained approval from its shareholders in its previousGeneral Meetings for entering into certain transactions with the related parties for anamount exceeding the limits as specified under the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time.
Now in accordance with the amended provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 read with the circulars issued thereunder theboard of directors of the Company has proposed various related party transactions entered/to be entered into with the related parties during the financial year 2022-23 and up tothe date of the Annual General Meeting to be held for the Financial Year ended 31stMarch 2023 for consideration and approval of the shareholders.
The shareholders are requested to consider and approve the same in the best interest ofthe Company.
31. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188
All transactions with related parties that were entered into during the financial year2021-22 were on arm's length basis and in the ordinary course of the business anddisclosed in the notes on Financial Statements. There were no materially significantrelated party transactions made by the Company with Promoters Key Managerial Personnel orother designated persons which may have potential conflict with interests of the Companyat large. Accordingly the disclosure of related party transactions as required under are134(3)(h) of the Act in Form AOC- 2 is annexed as Annexure- V. The related partytransactions are also disclosed in note no. 35 of the notes to the financial statements.
The policy on related party transactions is uploaded on the Company's website and canbe accessed using the link http://www.suryaindialtd.com/policies.html (Click on Policy onRelated Party Transactions)
32. Corporate social responsibility
The Company does not fall under the prescribed criteria of Section 135(1) of theCompanies Act 2013. Therefore it is not required to constitute CSR Committee and thus isalso not required to develop CSR policy of the Company.
33. Particulars of loans guarantees or investments under section 186
Particulars of the loan given by the Company are provided in the note no. 8 to theAudited Financial Statements.
The details of investments made by the Company as at 31st March 2022 areprovided in the note no. 3 to the Audited Financial Statements.
Further the Company has not given any guarantee to any person during the financialyear under review.
34. Disclosure under rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The information required pursuant to section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of the ratioof remuneration of each director to the median remuneration of the employees of thecompany for the financial year 2021-22 along with other details as mentioned in the saidsub- section are annexed as Annexure- VI.
A statement containing particulars of employees as required under section 197(12) ofthe Companies Act 2013 read with the Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in Annexure-VII which forms an integral part of this Annual Report.
35. Conservation of energy technology absorption foreign exchange earnings and outgo
The particulars of conservation of energy technology absorption and Foreign exchangeearnings and outgo are as under: a. Conservation of energy: i. the steps taken or impacton conservation of energy: Nil ii. the steps taken by the company for utilizing alternatesources of energy: Nil iii. the capital investment on energy conservation equipment's: Nil
b. Technology absorption: i. the efforts made towards technology absorption: Nil ii.the benefits derived: Nil iii. in case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year): a. the details oftechnology imported: Nil b. the year of import: Nil c. whether the technology been fullyabsorbed: Nil
d. if not fully absorbed areas where absorption has not taken place and the reasonsthereof: Nil iv. the expenditure incurred on Research and Development: Nil
c. Foreign exchange earnings and outgo for the Financial Year 2021-22:
Actual Inflows (Earnings): Nil; Actual outflows (Outgo): Rs. 22.70 lakh
36. Adequacy of internal financial controls
The Company has an Internal Financial Control System which is commensurate with thesize scale and complexity of its operations. The Internal Auditor monitors and evaluatesthe efficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.
No material litigation was outstanding as on 31st March 2022. Details oflitigation on tax matters if any are disclosed in the notes on Financial Statements.
38. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future
During the financial year 2021-22 there were no significant and material orders passedby the regulators or courts or tribunals Statutory or quasi-judicial body impacting thegoing concern status and the Company's operations in future.
39. Vigil mechanism/ whistle blower policy
In accordance with Section 177(9) of the Act read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aVigil Mechanism framework to address the genuine concerns or grievances if any of thedirectors and employees of the Company. The details of Vigil Mechanism/ Whistle BlowerPolicy are stated in the Corporate Governance Report which is annexed to this Report. Thepolicy is uploaded on the website of the Company and can be accessed through the belowmentioned link:
http://www.suryaindialtd.com/policies.html (Click on Whistle Blower Policy)
40. Prevention of insider trading
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time Insider Trading Prohibition Code as approved by theBoard from time to time are in force by the Company. The objective of this Code is toprotect the interest of shareholders at large to prevent misuse of any price sensitiveinformation and to prevent any insider trading activity by dealing in shares of theCompany by its Key Managerial Personnel Directors designated employees and otheremployees. The code is uploaded on the website of the Company and can be accessed throughthe below mentioned link:
http://www.suryaindialtd.com/policies.html. (Click on Insider Trading Prohibition Code)
41. Disclosure as per the Sexual harassment of women at workplace (PreventionProhibition and Redressal) Act 2013
The Company is committed for providing and promoting a safe and healthy workenvironment to its employees and other people at its workplace. The Company has zerotolerance towards sexual harassment at the workplace and has adopted a Prevention ofSexual Harassment policy (POSH) that is in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed thereunder for prevention and redressal of complaints of sexual harassment atworkplace alongwith a structured reporting and redressal mechanism. The Company hascomplied with the provisions relating to the constitution of Internal ComplaintsCommittee known as the POSH Committee to inquire into complaints of sexual harassmentand recommend appropriate action. The POSH policy is displayed on the Company's websiteand is communicated to employees through e-mails communication campaigns and otherchannels from time to time.
Further the Company has not received any complaint on sexual harassment duringfinancial year 2021-22.
42.Subsidiary/ associate/ joint venture companies
As on 31st March 2022 the Company does not have any subsidiary companywithin the meaning of section 2(87) of the Act or any associate company within the meaningof section 2(6) of the Companies Act 2013 or joint venture company.
43. Performance and financial position of subsidiary/ associate/ joint venturecompanies
Since the company does not have any subsidiary/ associate/ joint venture thus as perthe provisions of Section 129(3) of the Companies Act 2013 a separate statement in formAOC- 1 containing the performance and financial position of the subsidiaries/ associate/joint venture company is not required to be annexed to this report.
44. Details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions
The Company has not taken any loan from bank or financial institution. Therefore nosuch details are furnished here.
45. Details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016
The Company has neither made any application nor there is any proceeding which ispending under the Insolvency and Bankruptcy Code 2016 against the Company.
46. Loan from directors or relatives of director of the Company
During the period under review the company has not accepted/ received any amount fromthe person who at the time of receipt of the amount was a director of the Company orrelative of the Director of the Company.
47. Compliance with secretarial standards
The Secretarial Standards (SS) i.e. SS-1 & SS- as issued by the Institute ofCompany Secretaries of India relating to meetings of the Board of Directors and GeneralMeetings respectively have been duly followed by the Company.
48. Listing fees
The equity shares of the Company are listed on BSE Limited with scrip code 539253. TheCompany confirms that the annual listing fees to BSE Limited for the financial year2021-22 and 2022-23 have been duly paid.
The Directors wish to record their sincere gratitude to the valued customers vendorsinvestors and partners business associates SEBI BSE Limited Ministry of CorporateAffairs Registrar of Companies other government and regulatory authorities and theCompany's bankers for the ongoing support for the continuous co-operation support andassistance extended by them. We place on record our appreciation of the commitmentdedication and hard work put in by employees of the Company.
The Board also wish to place on record once again their appreciation for thecontribution made by the workers staff and executives at all levels to the continuedgrowth and prosperity of the Company. The overall industrial relations remained cordial atall the establishments.
For and on behalf of the Board of Directors of Surya India Limited