The Board of Directors of your Company is pleased to present the 32ndAnnualReport with the Audited Standalone and Consolidated Financial Statements of the Companyfor the financial year ended March 31 2017.
The Financial Results of the Company are summarized below:
| || ||(Amount in Lacs) |
|Particulars ||2016-17 ||2015-16 |
|Revenue from Operations ||428.02 ||431.75 |
|Other Income ||17.19 ||0.34 |
|Total Revenue ||445.22 ||432.09 |
|Profit before Depreciation ||257.52 ||240.91 |
|Less: Depreciation ||41.67 ||41.75 |
|Profit before Tax ||215.85 ||199.17 |
|Provision for Tax(Net) ||55.54 ||46.62 |
|Profit after Tax ||160.31 ||152.55 |
|Share of Profit of Associates ||356.60 ||230.35 |
|Transfer to Reserve ||- ||30.51 |
FINANCIAL PERFORMANCE/OPERATIONAL REVIEW
On Standalone basis the revenue from operation and other income for financial yearunder review were Rs. 445.22 Lacs as against Rs. 432.09 Lacs for the previous financialyear registering an increase of 3.04% in the current year in comparison to thecorresponding previous year. The profit before tax was Rs. 215.85 Lacs and the profitafter tax was Rs. 160.31 for the financial year under review as against Rs. 199.17 Lacsand Rs. 152.55 Lacs respectively for the previous financial year. There were no materialchanges and commitments affecting the financial position of the company occurred betweenthe end of the financial year and the date of the report.
As on March 31 2017 the Share of profits in associates companies viz. HaldiramMarketing Private Limited and Adhunik Relators Private Limited was Rs. 35660459/- asper the audited consolidated financial statement of the of the Company.
Overall the Company is performing up to the expectations of the investors of theCompany and the Company's management believes that the Company will continue its growthmomentum in future also to create wealth for their shareholders.
Surya India Limited engaged in the business of providing Loans & Advancesinvesting in shares (both quoted and unquoted) and in Real Estate. The Company offersspecialized solutions for meeting specific liquidity requirements with technical insightsinto capital markets.
TRANSFER TO RESERVES (AMOUNT HAS BEEN TRANSFERRED TO RESERVES ACCORDING TO COMPANIESACT 2013)
The Company has transferred as sum of Rs. 16027044 in the financial year 2016-17 inthe Reserves and Surplus i.e amounting to total of Rs. 411981697.
Keeping in view of the fund requirements of the Company and business scenario yourBoard proposes to plough back the profits in the business of the Company and createreserves for the Company. As a matter of this your board does not recommend any dividendfor the financial year 2016-17.
CHANGE IN NATURE OF BUSINESS
The Company has surrendered the NBFC Certificate to Reserve Bank of India with theapproval of the Board in its meeting held as on 15th May 2017.
NUMBER OF MEETINGS OF THE BOARD
During the year 6 (Six) Board Meetings were held on 30thMay 2016 11thAugust 2016 31st August 2016 12th November 2016 13thFebruary 2017 and 30th March 2017. The intervening gap between the meetingwas within the period prescribed under the Companies Act 2013. A Separate Meeting ofIndependent Directors of the Company was also held on 31st August 2016 incompliance of Schedule IV of the Companies Act 2013. The details of the Board meetingsand attendance of the Directors are provided in the Corporate Governance Report anintegral part of this Report.
During the year under review the Company has not accepted any deposits covered withinthe meaning of Section 73 to 76 of the Companies Act 2013 and Companies (Acceptance ofDeposits) Rules 2014.Further there are no deposits unclaimed or pending in the books ofthe Company.
The details in regard to deposits covered under Chapter V of the Companies Act 2013are mentioned hereunder;
|a) Amount accepted during the year ||Nil |
|b) Amount remained unpaid or unclaimed as at the end of the year ||Nil |
c) Default in repayment of deposits or payment of interest thereon during the year andif so number of such cases and the total amount involved
|i) at the beginning of the year ||-N/A- |
|ii) maximum during the year ||-N/A- |
|iii) at the end of the year ||-N/A- |
The company does not have deposits which are in contradiction of Chapter V of the Act
SHARE CAPITAL AND LISTING OF SHARES
There is no change in the Equity Share Capital of the Company during the financial yearunder review. The Issued Subscribed and Paid-up Share Capital for the year ending on 31stMarch2017 is Rs. 69858320/- (6985 832 Equity Shares of Rs.10/- each).
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial Year 2016-17 there was no change in the composition of the Boardof Directors of the Company.
In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Priyanka Agarwal Whole Time Directorretires by rotation at the ensuing Annual General Meeting and offers herself forreappointment. Brief resume of Mrs. Priyanka Agarwal nature of expertise inspecific functional area and names of the listed companies in which she holds Directorshipetc. is given in the notice convening the Annual General Meeting.
The Nomination & Remuneration Committee has recommended (subject to the approval ofthe Board and the members in its meeting) to re-appoint Mrs. Preeti Agarwal as ManagingDirector and Mrs. Priyanka Agarwal as Whole-time Director of the Company for a period of 5(Five) consecutive years with effect from 30th September 2017 respectively in accordancewith the provisions of Companies Act 2013 and rules made thereunder. The details -oftheir re-appointment has been disclosed in the notice convening the 32nd AnnualGeneral Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Clause (c) of Sub-section (3) and Sub-section (5) of Section 134 of theCompanies Act2013 - with respect to Directors' Responsibility Statement it is herebyconfirmed:
i) That in preparation of the Annual Accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;
ii) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the Profit of your Company for that period;
iii) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) That the directors had prepared the Annual Accounts for the financial year ended 31stMarch 2017 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.
Explanation: For the purposes of this clause the term "internal financialcontrols" means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
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.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 ("the Act") read with AccountingStandard (AS)- 23 on Accounting for Investments in associates the audited consolidatedfinancial statement along with the report of the auditors thereon is provided in theAnnual Report.
STATUTORY AUDITORS' REPORT
The Statutory Auditors of the Company have submitted report (standalone andconsolidated) to the members of the Company for the Year which is unqualified withoutany reservation or adverse remark or disclaimer. The same report of the auditors isattached to the financial statements forming a part of this Report. Therefore Board doesnot have any explanation or comment.
M/s P. R. Kumar & Co. Chartered Accountant the existing statutory auditor of theCompany were appointed at 29th Annual General Meeting to hold office till theconclusion of our forthcoming 32nd Annual General Meeting. Accordingly theywill retire at this ensuing Annual General Meeting. In accordance with the provision ofSection 139 and other applicable provisions if any of the Companies Act 2013 andrelevant rules framed thereunder the Board of Directors have proposed to appoint M/s. KAP& Associates Chartered Accountants as Statutory Auditor of the Company for a term of5 consecutive years at- 32nd Annual General Meeting till the conclusion of 37thAnnual General Meeting in place of the retiring auditors M/s P. R. Kumar & Co.Chartered Accountant.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company maintains the requisite number of Independent Directors as required underSection 149(4) of the Companies Act 2013 and Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Independent Directors havesubmitted the declaration of independence as required under Section 149(7) of theCompanies Act 2013 confirming that they meet the criteria of independence as provided insub-Section(6) of Section 149 of the Act.
RISK MANAGEMENT POLICY
Business Risk Evaluation and Management is an on-going process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.
The objectives and scope of the Risk Management Policy broadly comprises of:
Oversight of 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 including initiating mitigation actionsand ownership as per a pre-defined cycle;
Defining framework for identification assessment monitoring mitigation andreporting 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 built;creating a clear direct line of sight from risk management to investor's value;implementing a process to protect investor's value; and building the organizationalcapability to ensure strategic risk management.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Company is committed to adhere the requirement of Corporate Governance as set outby the Securities and Exchange Board of India(SEBI). The report on Corporate Governance asstipulated under the Listing Regulations forms an integral part of this Report as Annexure-Itogether with Management Discussion & Analysis Report. The requisite certificate fromthe Auditors of the Company confirming compliance with the condition of CorporateGovernance is also attached to the report on Corporate Governance.
EXTRACTS OF ANNUAL RETURN
An extract of the Annual Return pursuant to section 92(3) of the Companies Act 2013and Rule 12(1) of the Companies (Management and Administration) Rules 2014 in prescribedForm MGT-9forms part of the Board Report is annexed as Annexure-II.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report (annexed as Annexure- III) received fromCompany Secretary in Practice M/s P. Kathuria & Associates (C.P. No. 3086) is selfexplanatory except the following points :-
"The Company falls within the category of "Loan Company" ofNon-Banking Financial Company and is registered under the provisions of Reserve Bank ofIndia Act 1934. However the company is not meeting the minimum asset income pattern interms of RBI Press Release 1998-99/1269 dated April 8 1999. Its financial assetsconstitute less than 50 per cent of the total assets and income from financial assetsconstitute less than 50 per cent of the gross income.
Further the company has not obtained membership of Credit InformationCompanies (CICs) as directed vide circular DNBR.(PD)CC.No 019/03.10.01/2014-15 issued bythe Reserve Bank of India."
Board's reply for the above Points of the Secretarial Audit Report:
Since the Company was neither carrying on the business of NBFC nor it has intended todo so in future therefore it has voluntarily surrendered its NBFC RegistrationCertificate to Reserve Bank of India on 18th May 2017.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and in the ordinary course of the business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interests ofthe Company at large. The details of Related Party Transactions are disclosed in Notes tothe Financial Statements attached to and forming part of the Annual Financial Statementsand also stated in Form AOC-2 annexed as Annexure-IV.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub- section 3 of Section 178of the Companies Act 2013. The Remuneration Policy is stated in the Corporate GovernanceReport integral part of this Report.
COMPOSITION OF AUDIT COMMITTEE
As on 31st March 2017 the Audit Committee comprised of three Directors outof them Two were Non-executive Independent Directors and One Executive Director namelyMr. Ganesh Dass Aggarwal (Chairman of the Committee) Mr. Kishan Behari Jain and Mrs.Preeti Agarwal Members of the Committee. More details about the Committee are given inthe Corporate Governance Report an integral part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The criteria of Corporate Social Responsibility as prescribed under Section 135 of theCompanies Act 2013 is not applicable on the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS.
The details of the loan made by the Company are in Note No. 14 of the Audited FinancialStatements. The Company has not given any Guarantee to any person during the financialyear and the details of investments made by the Company are in Note No. 10 of the AuditedFinancial Statements.
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)(i) of TheCompanies (Appointment and Remuneration) Rules 2014 in respect of the ratio ofremuneration of each director to the median remuneration of the employees of the companyfor the financial year 2016-17 are annexed as Annexure-V.
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 &Remuneration of Managerial Personnel) Rules 2014 is provided in Annexure VIforming part of this report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
(A) Conservation of Energy
|1. Energy conservation measures taken ||NIL |
|2. Steps taken for utilization of Alternate sources of Energy ||NIL |
|3. Capital investment on energy conservation equipment ||NIL |
(B) Technology absorption-
1. Efforts made towards technology absorption- NIL
2. Benefits derived like product improvement cost reduction product development orimport substitution:- NIL
3. Imported Technology
(a) The details of technology imported: NIL
(b) The year of import: NIL
(c) Whether the technology has been fully absorbed: NIL
(d) If not fully absorbed areas where absorption has not taken place and the reasonthereof: NIL
4. Expenditure on R&D - NIL
(C) Foreign exchange earnings and Outgo for the Financial Year 2016-17- Actual Inflows(Earnings):-Nil ;
Actual outflows (Outgo):- Rs. 1156116/-
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System which commensurate with the size scale andcomplexity of its operations. Mr. Ashish Bansal Chartered Accountant was appointed asInternal Auditors of the Company during the year. The Internal Auditor monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 16(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout a formal annual evaluation of its own performance its directors individually as wellas the evaluation of the working of its Audit Committee Nomination and RemunerationCommittee and Shareholder's Investor Grievance Committee/Stakeholder RelationshipCommittee. The manner in which the evaluation has been carried out is explained below:-
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board functioning such as adequacy ofcomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance of the Board and its Committees. A separateexercise was carried out to evaluate the performance of individual Directors including theChairman of the Board who was evaluated on parameters such as level of engagement andcontribution independence of judgement safeguarding the interests of the Company. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman and theNon Independent Directors was carried out by the Independent Directors who also reviewedthe performance of the Board as a whole. The Directors expressed their satisfaction withthe overall evaluation process.
No material litigation was outstanding as on 31st March 2017. Details oflitigation on tax matters if any are disclosed in the Financial Statements.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
During the year under review there were no material and significant orders passed bythe regulators or courts or tribunals impacting the going concern status and the Company'soperations in future.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The details of Vigil Mechanism/Whistle Blower policy is stated in the CorporateGovernance Report annexed to this Report. The vigil mechanism/whistle blower policy may beaccessed on the company's website at the link: http://www.suryaindialtd.com/policies.html
PREVENTION OF INSIDER TRADING
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The code is uploaded on the websiteof the Company at http://www.suryaindialtd.com/policies.html.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company is committed for providing and promoting a safe and healthy workenvironment for all its employees.The Company has zero tolerance towards sexual harassmentat the workplace and has adopted a Prevention of Sexual Harassment' Policy (POSH)that is in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules framed thereunder forprevention and redressal of complaints of sexual harassment at workplace alongwith astructured reporting and redressal mechanism. The Company has also constituted an InternalComplaints Committee known as the POSH Committee having three members namely Mrs. PreetiAgarwal Mrs. Priyanka Agarwal and Mr. Ganesh Dass Agarwal to inquire into complaints ofsexual harassment and recommend appropriate action. The POSH Policy is displayed on theCompany's Website and is also communicated to employees through e-mails communicationcampaigns and other channels.
The Company has not received any complaint on sexual harassment during Financial Year2016-17.
The company has devised and set in place proper systems to ensure compliance of alllaws applicable to the company.
The Company has the following committees of the Board:
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
As on March 31 2017 the Company did not have any subsidiary company and joint venturecompany but had two associate companies within the meaning of section 2(6) of theCompanies Act 2013 viz. M/s Haldiram Marketing Private Limited and M/s Adhunik RealatorsPrivate Limited.
Performance and Financial Position of each Associate Company
A separate statement containing the performance and financial position of all theassociates companies as required under section 129(3) of the Companies Act 2013 in formAOC-1 is annexed as Annexure- VII to this report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review No amount was pending/required to transfer to theInvestor Education and Protection Fund (IEPF) by the Company.
The Board of Directors of the Company has appointed Mr. Ashish Bansal CharteredAccountant as internal auditor of the Company for financial year 2017-18.
The Equity Shares of the Company are listed on the Bombay Stock ExchangeLimited (BSE)with scrip code No. 539253. The Company confirms that the annual listing fees to BSE forthe financial years 2017-18 have been duly paid.
REPORT ON FRAUD
During the year no fraud by the Company or no fraud/material fraud on the Company bythe officers and employees of the Company has been noticed or reported.
Your Directors wish to record their sincere gratitude for our valued Businessassociates for the continuous co-operation support and assistance extended by them. Weplace on record our appreciation of the commitment dedication and hard work put in byemployees of the Company. We also thank our members for the continued support receivedfrom them.
| ||For and on behalf of the Board of Directors |
| ||For Surya India Limited |
|Sd/- ||Sd/- |
|(Preeti Agarwal) ||(Priyanka Agarwal) |
|Managing Director ||Whole-time Director |
|DIN: 00011450 ||DIN: 01989753 |
|Add: J-15 Hauz Khas Enclave ||Add: J-15 Hauz Khas Enclave |
|New Delhi-110016 ||New Delhi-110016 |
| ||Date: 31st August 2017 |
| ||Place: New Delhi |