Suryakrupa Finance Ltd.
|BSE: 511185||Sector: Others|
|NSE: N.A.||ISIN Code: INE381N01019|
|BSE 00:00 | 24 Jan||Suryakrupa Finance Ltd|
|NSE 05:30 | 01 Jan||Suryakrupa Finance Ltd|
|BSE: 511185||Sector: Others|
|NSE: N.A.||ISIN Code: INE381N01019|
|BSE 00:00 | 24 Jan||Suryakrupa Finance Ltd|
|NSE 05:30 | 01 Jan||Suryakrupa Finance Ltd|
To The Members
SURYAKRUPA FINANCE LIMITED
Your Directors have great pleasure in presenting 32nd ANNUAL REPORT alongwith the Audited Balance Sheet and Statement of Profit And Loss for the year ended 31stMarch 2019.
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. 777008.00/- during the current year as against Lossof Rs. 565602.00/- 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.
The paid up Equity Share Capital as on March 31 2019 was Rs.1.00 Crore. During theyear under 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.
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 2019-20 toBombay Stock Exchange (BSE) where the Company's securities are listed.
DEMATERIALISATION OF SHARES:
55.61% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2019 and balance 44.39% is in physical form. The Company's Registrars is M/s.LinkItime 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: firstname.lastname@example.orgWebsite: www.linkintime.co.in .
NUMBER OF BOARD MEETINGS HELD:
The Board of Directors duly met 5 times during the financial year from 1stApril 2018 to 31st March 2019. The Meetings of Board of Directors were heldon 17/05/2018 09/08/2018 01/09/2018 03/11/2018 and 11/02/2019.
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 4 times during the financial year from 1st April2018 to 31st March 2019. The meeting were held on 08/05/2018 26/07/201826/10/2018 and 01/02/2019.
NOMINATION & REMUNERATION COMMITTEE
The Composition of nomination & remuneration committee is:
The committee duly held 1 meeting during the financial year from 1st April2018 to 31st March 2019. The meeting were held on 13th August2018.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Composition of stakeholders' relationship committee is:
The committee duly met 4 times during the financial year from 1st April2018 to 31st March 2019. The meeting were held on 11/04/2018 13/07/201816/10/2018 & 17/01/2019.
Details of directors or KMP who were appointed or have resigned during the year:
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;
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 had 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:
The Company has received a recommendation from Audit Committee about re-appointment ofM/s. Mayur Shah & Associates Chartered Accountants Ahmedabad and Certificate fromthem about their eligibility for appointment as Statutory Auditors in accordance with Rule4 of the Companies (Audit and Auditors) Rules 2014 read with third proviso of Section139(2) of the Companies Act 2013.Hence on the recommendation of audit committee yourDirectors propose M/s. Mayur Shah & Associates Chartered Accountants to bere-appointed as Statutory Auditor of the Company for the Financial Year 2019-20.TheAuditors report does not contain any qualification reservation or adverse remark and isself-explanatory and unmodified and thus does not require any furtherclarifications/comments. The Statutory Auditors have not reported any incident of fraud tothe Audit Committee of the Company during the year under review.
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
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 of same are mentioned in financials of the Company.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website athttp://suryakrupafinance.in/policy.pdf. None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as
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.
PARTICULARS OF 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.
COMPANY SECRETARY AND COMPLIANCE OFFICER:
Mr. YAGNAVALKYA MUNINDRA JOSHI resigned from the post of company secretary andcompliance officer w.e.f 31/08/2018. The Company at its meeting held on 01/09/2018appointed Mrs. AKANSHA PITHALIYA as Company Secretary and Compliance Officer.
REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
None of Directors Except Key Managerial Personnel (KMP) / Employees has been paid anyremuneration during the last financial year. The Details of remuneration paid to KMP ismentioned in Schedules of financials.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.
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 01/02/2019 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. Furthertheirperformance was also evaluated by the Board of Directors. The Independent Directorsand the Board were of the unanimous view that each of the non-independent directors wasproviding good business and people leadership.
COMPLIANCE WITH ALL THE APPLICABLE SECRETARIAL STANDARDS
During the year the Company has complied with all the applicable SecretarialStandards.
Details in respect of frauds reported by auditors
During the year no Frauds are reported by the auditor under sub section 12 of section143 other than those which are reportable to the Central Government.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There is no order passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND 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.
By Order Of the Board
SURYAKRUPA FINANCE LIMITED.