Suryakrupa Finance Ltd.
|BSE: 511185||Sector: Others|
|NSE: N.A.||ISIN Code: INE381N01019|
|BSE 00:00 | 19 Nov||Suryakrupa Finance Ltd|
|NSE 05:30 | 01 Jan||Suryakrupa Finance Ltd|
|BSE: 511185||Sector: Others|
|NSE: N.A.||ISIN Code: INE381N01019|
|BSE 00:00 | 19 Nov||Suryakrupa Finance Ltd|
|NSE 05:30 | 01 Jan||Suryakrupa Finance Ltd|
SURYAKRUPA FINANCE LIMITED
Your Directors have great pleasure in presenting 34th ANNUAL REPORT alongwith the Audited Balance Sheet and Statement of Profit And Loss for the year ended 31stMarch 2021.
SUMMARISED FINANCIAL HIGHLIGHTS:
The financial Results of the Company are briefly summarized as under:
REVIEW OF OPERATIONS & OTHERS:
The Company has made Loss of Rs. 703124/- during the current year as against Loss ofRs. 811258/- during the previous year the cause of which being increase inexpenditures. Your Directors expects to achieve the pace of better performance in thefuture by taking maximum efforts to control the costs and optimize the results in thecoming years.
During the year under review owing to the accumulated losses the Directors do notrecommend any dividend.
TRANSFER TO RESERVES:
The company has not transferred any amount to any specific reserve during the year.
As on March 31 2021 the paid up Equity Share Capital of the company wasRs.10000000/- Crore divided into 1000000/- equity shares of Rs. 10/-. During the yearunder review the company has not issued any shares or any convertible instruments.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
However company has received amount of Rs. 976000/- from the directors of the companyalong with the declaration as prescribed under rule 2(viii) of The Companies (Acceptanceof Deposits) Rules 2014
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As Compliance of Schedule V(B) of SEBI (LODR) Regulations2015 a separate report onManagement Discussion and Analysis is given.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The paid up equity share capital of the Company is not exceeding rupees ten crores andnet worth is not exceeding rupees twenty five crores as on the last day of the previousfinancial year the Company has decided not to follow with the corporate governanceprovisions of SEBI (LODR) Regulations 2015 hence the report prescribed under Schedule V(C) is not part of this report. However The Company has endeavored to follow voluntarilycorporate governance principles during the previous financial year.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 toBombay Stock Exchange (BSE) where the Company's securities are listed.
DEMATERIALISATION OF SHARES:
55.64% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2021 and balance 44.36% is in physical form. The Company's Registrars is M/s.LinkIntime India Pvt. Ltd. C-101 247 Park L.B.S. Marg Vikhroli (West) Mumbai-400 083.TelNo.: +91 22 49186270 Fax: +91-22-49186060 Email Id: email@example.comWebsite: www.linkintime.co.in
NUMBER OF BOARD MEETINGS HELD:
The Board of Directors duly met 5 times during the financial year from 1stApril 2020 to 31st March 2021. The Meetings of Board of Directors were heldon 26/06/2020 20/07/2020 31/08/2020 12/11/2020 and 13/02/2021.
Audit committee constituted by the Board of Directors consists of three directorsmajority of them are independent directors. The composition of audit committee is:
The committee duly met 5 times during the financial year from 1st April2020 to 31st March 2021. The meeting were held on 15/06/2020 20/07/202021/08/2020 03/11/2020 and 04/02/2021.
NOMINATION & REMUNERATION COMMITTEE
The Composition of nomination & remuneration committee is:
The committee duly met 2 times during the financial year from 1st April2020 to 31st March 2021. The meeting were held on 10/04/2020 and 15/03/2021.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Composition of stakeholders' relationship committee is:
The committee duly met 4 times during the financial year from 1st April2020 to 31st March 2021. The meeting were held on 12/05/2020 14/07/202019/10/2020 & 18/01/2021.
Details of directors or KMP who were appointed or have resigned during the year:
As per the provision of Section 152 of the act Mr. Maulin Acharya Director of thecompany retires by rotation at the ensuing Annual General Meeting and being eligible hadoffered himself for re-appointment. Your Directors recommend his reappointment.
Further the Board composition is appropriate as per the Regulation 17 of SEBI (LODR)2015 i.e. with the optimum combination of executive and non-executive directors with atleast one woman director and more than fifty percent of the board of directors comprise ofnon-executive directors.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5)(c) of the Companies Act 2013 Directors hereby confirm thefollowing:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; if any
b) 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;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the directors have prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
DECLARATION BY AN INDEPENDENT DIRECTOR(S):
The Company has received necessary declaration from all the independent directors ofthe Company confirming that they meet with the criteria of independence as prescribedunder sub-section (6) of the Section 149 of the Companies Act 2013.
STATUTORY AUDITORS AND AUDIT REPORT:
M/s NPV & Associates Chartered Accountants (FRN: 129408W) were appointed asStatutory Auditors of the Company at the AGM held on September 28 2020 for a term of fiveconsecutive years i.e. until the conclusion of the 38th AGM. Further M/s NPV& Associates have confirmed their independence and eligibility under the provisions ofthe Companies Act 2013 and (Listing Obligations and Disclosure Requirements) Regulations2015. Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 7 2018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. Hence the resolution seeking ratification of the Members forcontinuance of their appointment at this AGM is not being sought.
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as a partof this report Annexure- A.
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourdirectors have appointed M/s. Jogi Dipak & Co. Company Secretary Gandhidham asSecretarial Auditor of the Company.
There is no qualification and adverse remarks except the name of the Company issuggestive of financial activities but the Company is not NBFC and has not carried anyfinance activities. The Company had not changed its main object clause however the Companyhad added logistics and transportation business in main object clause of the Company. Dueto liquidity crunch the Company is not in position to carry on NBFC activities. TheCompany have no intention to close NBFC business at present.
Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:
Since the Company is not a manufacturing unit provisions of Section 134 (3)(m) of theCompanies Act 2013 read with rules 8 of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption is not applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Corporate Social Responsibility is not applicable to your Companyhence the Company has not developed and implemented any Corporate Social Responsibilitypolicy and committee.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://suryakrupafinance.in/whitl.pdf.
RELATED PARTY TRANSACTIONS:
There were contracts or arrangements entered into by the Company in accordance with theprovisions of Section 188 of the Companies Act 2013 during the year under review. Thedetails of related party transactions and material related party transactions weredisclosed in schedule of financials.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. The Company has taken loanfrom Directors; the details whereof are mentioned in AOC-2 attached to this report.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at http://survakrupafinance.in/policv.pdf. None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company.
EXTRACT OF ANNUAL RETURN:
Pursuant to provision of Section 92 (3) of provision of the Companies Act 2013 and ofRule 12 of Companies (Management and Administration) Rules 2014 the extract of the annualreturn in form MGT-9 for the Financial Year ended on 31st March 2021 is available on thewebsite of the company at www. suryakrupafinance.in
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No remuneration is being paid to the Managing Director or any other Director of theCompany. The information required pursuant to Section 197(12) read with rule 5(1) of theCompanies (Appointment and Remuneration) Rules 2014 in respect of Directors/Employees isfurnished hereunder:
A) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year: No remuneration is being paid to anydirector of the company
B) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the of financial year 2020-21.
C) The percentage increase in the median remuneration of the employees in the financialyear: Na
D) The number of permanent employees on the rolls of Company: NIL
It is hereby affirmed that the remuneration paid is as per the remuneration policy forDirectors Key Managerial Personnel and other Employees.
There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as set out in terms of the provisions of section 197 ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 as amended from time to time.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Board has Risk Management Policy in place which includes identificationassessment and prioritization of risk followed by risk mitigation minimization measures.Company's approach to addressing business risks is comprehensive and includes periodicreview of such risks and a framework for mitigating controls and reporting mechanism ofsuch risks. The risk management framework is reviewed periodically by the Board.
THE CHANGE IN NATURE OF BUSINESS:
No change in the nature of the business of the Company done during the year.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY JOINT VENTURESOR ASSOCIATE COMPANIES:
No company has become or ceased to be its subsidiary joint ventures or associatecompany during the year under review.
THE NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR FORCED LABOUR INVOLUNTARY LABOURSEXUAL HARASSMENT IN THE LAST FINANCIAL YEAR AND THOSE PENDING AS ON THE END OF THEFINANCIAL YEAR-
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
The Company's policy relating to appointment of Directors payment of ManagerialRemuneration Director's qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isavailable at web site at http://suryakrupafinance.in/nomination.pdf.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and Regulation 17 (10) of the ListingAgreement the performance evaluation was carried out as under:
The Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings held on 13/02/2021 also evaluated the performanceof the Board as a whole based on various criteria. The Board and the Independent Directorswere of the unanimous view that performance of the Board of Directors as a whole was good.
Committees of the Board:
The performance of the Audit Committee and the Stakeholders Relationship Committee wasevaluated by the Board having regard to various criteria such as committee compositioncommittee processes committee dynamics etc. The Board was of the unanimous view that allthe committees were performing their functions satisfactorily and according to the mandateprescribed by the Board under the regulatory requirements including the provisions of theAct the Rules framed thereunder and the Listing Agreement.
a) Independent Directors:
The performance of each independent director was evaluated by the entire Board ofDirectors (excluding the director being evaluated) on various parameters like engagementleadership analysis decision making communication governance and interest ofstakeholders. The Board was of the unanimous view that each independent director hasbrought his/her rich experience to the deliberations of the Board. The Board alsoappreciated the contribution made by all the independent directors in guiding themanagement in achieving higher growth and concluded that continuance of each independentdirector on the Board will be in the interest of the Company.
b) Non-Independent Directors:
The performance of each of the non-independent directors (including the chair person)was evaluated by the Independent Directors at their separate meeting. Further theirperformance was also evaluated by the Board of Directors. The Independent Directors andthe Board were of the unanimous view that each of the non-independent directors wasproviding good business and proper leadership.
The Company has complied with the applicable Secretarial Standards during the FinancialYear 2020-21.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
The Auditors of the Company have not reported any instances of fraud committed againstthe Company by its officers or employees as specified under section 143(12) of theCompanies Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the financial year 2020-21 no significant and material order passed by theregulators/courts/tribunals impacting the going concern status and Company's operations infuture
MATERIAL CHANGES AND COMMITMENT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICHTHIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.
Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and also sincerely thanks the shareholders forthe confidence reposed by them in the Company and for the continued support andco-operation extended by them.