Surya Industrial Corporation Limited
The Board of Directors of your Company has pleasure in presenting 28th Annual Report ofthe Company along with Audited Accounts and the Auditor's Report for the Accounting Yearended 31st March 2015.
1. FINANCIAL RESULT:
Comparative Figures are as under
|Particulars ||2014-15 ||2013-14 |
|Sales & Job Work ||73775039.00 ||20000.00 |
|Other Income ||1509000.00 ||0.00 |
|Profits on sale of Assets ||0.00 ||0.00 |
|Reduction in value of Investment ||0.00 ||0.00 |
|Profit (Loss) before Depreciation ||462000.00 ||(-)155000.00 |
|Depreciation ||0.00 ||0.00 |
|Net Profit before tax ||462000.00 ||(-)155000.00 |
|Net Profit after tax ||462000.00 ||(-)197000.00 |
The Company has earned profit after tax of Rs. 462000/- during the current financialyear as against Rs. (-)197000/- earned during the previous financial year. Profit beforetax is 462000/- as compared to (-)155000/- in previous year.
In view of accumulated losses your directors regret their inability to declare thedividend to shareholders.
During the year under review the company has not invited or accepted any Deposits fromthe public.
5. ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS DURING THE YEAR
The Company has allotted 7865000 Equity Shares of fully paid up equity shares of Rs.10/- each at a price of Rs. 12.50/- each to non promoters on preferential basis for whichshareholder's approval has been received at the Extra-Ordinary General Meeting held onOctober 09 2014.
The Companies Act 2013 provides for the appointment of independent directors.Sub-section (10) of Section 149 of the Companies Act 2013 provides that independentdirectors shall hold office for a term of up to five consecutive years on the board of acompany; and shall be eligible for re-appointment on passing a special resolution by theshareholders of the Company.
The Company has proper combination of Executive and Non Executive Director &Independent Directors on the Board as per the clause 49 of listing agreement and alsofulfills the clause of appointment of women director on the board of the Company.
Further according to Sub-section (11) of Section 149 no independent director shall beeligible for appointment for more than two consecutive terms of five years. Sub-section(13) states that the provisions of retirement by rotation as defined in Sub-sections (6)and (7) of Section 152 of the Act shall not apply to such independent directors.
During the year under review the following director due to preoccupation resigned fromthe Board of the company Mr. Mukhtar Singh Director of the Company resigned from theBoard on 30/09/2014.
6. RETIRE BY ROTATION:
None of the Directors are liable to be retire by rotation this year as per the Articleof Articles of the Company and Sub-Section 6 and 7 of Section 152 of Companies Act 2013.
7. BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.
8. NUMBER OF MEETINGS OF THE BOARD
The Board met 8 times during the financial year the details of which are given in thecorporate governance report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2015 the Board consists of 3 members. Out of which one is theManaging Director two Independent Directors out of two independent directors one isindependent Woman Director on the Board of the Company.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board are stated in this Board report. We affirm that the in anyremuneration will be paid to in future to the directors will be as per the terms laid outin the nomination and remuneration policy of the Company.
10. TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors:
(a) a program on how to review verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act 2013; and
(d) SEBI Insider Trading Regulation 2015.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.
11. COMMITTEES OF THE BOARD
Currently the Board has five committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stake Holders Relationship Committee
4. Share Transfer Committee
5. Risk Management Committee.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.
13. INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not directors in the company its holding subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two percent. or more of its grossturnover or total income or fifty lakh rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;
5. Independent Director neither himself nor any of his relatives
holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of a firm of auditors or company secretaries in practice or cost auditors ofthe company or its holding subsidiary or associate company; or
14. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THECOMPANIES ACT 2013
The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of theCompanies Act 2013 ('the Act') read with Rule 7 of the Companies (Accounts) Rules 2014the provisions of the Act (to the extent notified) and guidelines issued by the Securitiesand Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoptionof these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31 2015the applicable accounting standards have been followed.
2. The directors have 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 and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls which are adequate and areoperating effectively.
The directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively
15. AUDIT REPORT & ACCOUNTS
No qualification by the Auditor has been recommended.
16. PARTICULARS OF EMPLOYEE
Particulars of employees required to be furnished under section 217(2A) of theCompanies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 asamended in 2011 to this report are - Nil
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING &OUTGO
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under section 217(1)(e) of the Companies Act 1956 read withCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988regarding Conservation of Energy And Technology Absorption are not applicable to theCompany.
The Company mainly deals in domestic market and has NIL sales on account of exportsthereby resulting NIL foreign exchange earnings and outgo during the accounting Year2014-15.
18. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) we state -
i) That in the preparation of the annual accounts the applicable accounting standardshas been followed and there is no material departure:
ii) That your directors had selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company at the end of the accountingyear and of the profit or loss of the company for that year;
iii) That your directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardthe assets of the company and for preventing and detecting fraud and other irregularitiesand
iv) That your directors had prepared the annual accounts on a going concern basis.
19. AUDITORS STATUTORY AUDITORS
M/s. Agarwal Desai And Shah Chartered Accountants(FRN: 124850W) are Propose to beappointed as statutory auditors of the Company to hold office till the conclusion of theAnnual General Meeting to be held in the calendar year 2018. In this regard the Companyhas received a certificate from the auditors to the effect that if they are reappointedit would be in accordance with the provisions of Section 141 of the Companies Act 2013.
20. SECRETARIAL AUDITOR
Mr. Anand Khandelia Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2014-15 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for FY2014-15 forms part of the Annual Report and part of the Board's report as "Annexure-1".
21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
22. SUBSIDIARY COMPANIES
The Company does not have any subsidiary hence AOC-1 for details of Subsidiary Companyinformation has not attached separately.
23. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's website www.suryainduscorp.com
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any in staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
25. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
26. 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.
27. CORPORATE GOVERNANCE
As per the directions of SEBI Bombay Stock Exchange Ltd. and the other StockExchanges where securities of the Company is listed accordingly the company has beenadhering to the directions and guidelines as required.
The report on the code of corporate governance is annexed separately in this Annualreport.
28. EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theannual return is annexed as "Annexure - 2".
1. The Paid up capital of the Company is Rs. 138327500/- consisting of 13832750equity shares of face value of Re.10/- each.
2. The Board of Directors of the company consists of 3 Directors namely Mr.Pratik kumar Mehta Managing Director Ms. Bhavi Jitendra Sanghavi Independent DirectorMr. Naitikkumar Shah Independent Director
of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 1111358 equity shares of Rs.10/- eachamounting to 9.01%.
5. There was no un-paid dividend during the year.
| ||By order of the Board of Directors |
| ||For Surya Industrial Corporation Limited |
|Registered office: ||Sd/- |
|B-9 Industrial Estate ||Pratikkumar Sharadkumar Mehta |
|Partapur Meerut ||Managing Director |
|Uttar Pradesh - 250 103 ||Place: Surat |
|CIN :L15311UP1988PLC010285 ||Date: 14-08-2015 |