SURYO FOODS & INDUSTRIES LIMITED
Your Directors have pleasure in presenting the Twenty Ninth (29) Annual Report on thebusiness and operations together with the Audited Accounts for the financial year ending31st March 2018. The performance of the Company for the financial year ended on 31stMarch 2018 is summarized below:
1. FINANCIAL HIGHLIGHTS:
The summarized financial results of our Company for the Financial Year ending 31stMarch 2018 are detailed hereunder:
(Amount in 000' Rs.)
|Particulars ||2017-18 ||2016-17 |
|a) Revenue from Operations (net) ||17755 ||18960 |
|b) Other Income/Gain (Losses) ||899 ||1106 |
|c) Total Income ||18654 ||20066 |
|d) Profit/Loss before exceptional items and tax ||(9401) ||(3631) |
|e) Less Exceptional Items ||- ||- |
|f) Profit/Loss before Tax ||(9401) ||(3631) |
|g) Provision for Tax ||- ||- |
|Current Tax ||- ||- |
|Deferred Tax ||(226) ||(100) |
|h) Profit/Loss after Tax ||(9175) ||(3531) |
|i) Proposed Dividend ||- ||- |
|j) Transfer to General Reserve ||- ||- |
|k) Earnings Per Share( Basic & Diluted) ||(2.32) ||(0.89) |
2. SUMMARY OF OPERATION:
During the financial year the revenue of the Company has decreased by approximatelyRs. 1205 thousands as compared to the previous year and incurred Loss of Rs. 9175thousands (Previous Year Loss of Rs. 3531 thousands).The depreciation charge for the Yearended 31st March 2018 is lower by Rs. 227 thousands as compared to the Previous Year.
3. STATE OF AFFAIRS OF THE COMPANY:
The Company's overall performance during the financial year was not satisfactory inComparison to that of the last financial year which is reflected in the financial resultsof the Company. The Directors are interested not only to increase the earnings of thecompany but also to provide qualitative services to its customer society etc. andcontinuing their efforts on achieving both the objective for protecting the interest ofthe stakeholders as well as its customer & society as a whole.
The Company has not accepted any public deposits during the financial year ended 31stMarch 2018.
As during the financial year the Company has incurred loss and the Company is alsohaving accumulated losses so the Board of Directors of your Company has not recommendedany divided for the financial year 2017-18.
6. TRANSFER TO GENERAL RESERVE:
During the financial year ending on 31st March 2018 the Company does notpropose to transfer any amount to the General Reserve.
7. DECLARATION BY THE DIRECTORS:
(i) Declaration by Independent Directors
The Company has received necessary declaration from all the independent Director.
Under Sec 149(7) of Companies Act 2013 that they meet the criteria of independencelaid down under section 149(6) of Companies Act 2013 and Regulation 25 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The declaration of Independency was submitted by all the Independent Directors.
(ii) Disclosure of Interest by the Directors
All the Directors have disclosed their interest in other entities as required underthe provisions of Section 184 (1) of the Companies Act 2013 read with rule 9 (1) of theCompanies (Meetings of Board and its Powers) Rules 2014 in Form No MBP-1.
(iii) Disclosure of Disqualification by the Directors
All the Directors of the Company has given the declaration that they are notdisqualified to act as Director of the Company pursuant to the provisions of Section 164(1) of the Companies Act 2013 read with rule 14(1) of Companies (Appointment andQualification of Directors) Rule 2014.
8. CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of Business of the Company.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review the Company has not made any loans guarantees orinvestments under Section 186 of the Companies Act 2013.
10. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 read with applicable Rules madethere under the extract of Annual Return in Form MGT-9 is attached to the Boards Reportin
11. DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) OF THECOMPANIES ACT 2013:
The Financial Statements are prepared in accordance with the applicable IndianAccounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act 2013read with rules issued there under and in terms of Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as modified by SEBI CircularNo. CIR/CFD/FAC/62/2016 dated 05th Jul 2016.
The Directors confirm that:
(a) In the preparation of annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures;
(b) The directors have 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 and loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance ofadequate accounting record in accordance with the provisions of the act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
(f) The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively;
12. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
13. STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:
As per the provisions of the Section 139 (2) of the Companies Act 2013 and the Rulesmade there under the terms of office of the statutory auditors M/s. Sanjit Mohanty &Co. Chartered Accountants (Firm Registration No. 328858E) is going to be expired at thisAnnual General Meeting and as per the provisions of the Section 139 (2) of the CompaniesAct 2013 and they are eligible to be re-appointed. So in compliance to this the Board ofDirectors have recommended the re-appointment of M/s. Sanjit Mohanty & Co. CharteredAccountants Bhubaneswar (Firm Registration No.: 328858E) as the Statutory Auditors ofthe Company and recommended the same for the approval of Members for a period of 1(One)year i.e. from the conclusion of 29th Annual General Meeting till the conclusion of 30thAnnual General Meeting. M/s. Sanjit Mohanty & Co. have consented to their appointmentas Statutory Auditors and have confirmed that if appointed their appointment will be inaccordance with Section 139 read with Section 141 of the Act.
There are no qualification reservation adverse remark or disclaimer made by thestatutory auditor in his report
14. CORPORATE GOVERNANCE:
As required by Regulation 27(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the report on corporate governance & the Certificateof the auditor's is enclosed as an annexure to the Board's Report in Annexure-B.
15. COST AUDIT:
As per the provision of Section 148 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rule 2014 Cost Auditwas not applicable to the Company during the Financial Year 2017-18.
16. SECRETARIAL AUDITOR:
M/s. Saroj Ray and Associates Practicing Company Secretaries was appointed to conductthe Secretarial Audit of the Company for the Financial Year 2017-18 as required underSection 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Reportfor the financial year 2017-18 forms part of the Annual Report as Annexure to the BoardReport in
There are no qualification reservation adverse remark or disclaimer made by thesecretarial auditor in Secretarial Audit report
The Board has re-appointed M/s. Saroj Ray and Associates Practicing CompanySecretaries as the Secretarial Auditor of the Company for the Financial Year 2018-19.
17. INTERNAL AUDITOR:
M/s. AASA & Associates Practicing Chartered Accountants was appointed as theInternal Auditor of the Company to conduct the Internal Audit for the Financial Year2017-18 as required under Section 138 of the Companies Act 2013 and Rules there under.The Board has re-appointed M/s. AASA and Associates Practicing Chartered Accountants asthe Internal Auditor of the Company for the Financial Year 2018-19.
18. MANAGEMENT'S DISCUSION AND ANALYSIS REPORT:
Management's Discussion and Analysis for the financial year under review as stipulatedunder Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section asAnnexure-D forming part of the Annual Report.
19. SHARE CAPITAL:
During the financial year no allotment has been made by the Company. As on 31st March2018. The issued subscribed and paid up capital of the Company stood at Rs. 39600000/-comprising 3960000 no of Equity Share of Rs. 10/- each. During the year the Company hasneither issued any equity shares with differential voting right nor any sweat equityshares.
20. RISK MANAGEMENT POLICY:
The Board is of the opinion that risk is an inseparable element from business whichmay threaten the existence of the Company so adequate measures have been taken to minimizethe quantum of risk element.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and Material order passed by the regulator or courts ortribunals impacting the going concern status and company's operations in future.
22. INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the Companies Policies the safeguarding ofits assets prevention and detection of frauds and errors and the timely preparation ofreliable financial disclosure.
23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company did not have any funds lying as unpaid or unclaimed amount for a period ofseven years. Therefore the Company is not required to transfer any funds to the InvestorEducation and Protection Fund (IEPF).
24. CORPORATE SOCIAL RESPONSIBILITIES COMMITTEE:
The Company is not required to constitute a Corporate Social Responsibility Committeeas our Company is not coming under the Criteria as stipulated under the Section 135(1) ofthe Companies Act 2013.
25. PARTICULARS OF EMPLOYEES:
During the financial year 2017-18 following disclosures are required in respect offollowing employees:
| || || || ||Age ||Date of |
|Employee Name ||Designation ||Remuneration received ||Qualification ||(in years) ||commencement of employment |
|Mr. Ajit Padhee ||As- Whole Time Director ||640000 ||Bachelor of Arts ||59 ||21.01.2015 |
|1 (WTD Up to 10thNov 2017) ||AS- Vice ||320000 || || ||11.10.2017 |
|2 Mr. Sandeep Kumar Mishra ||President Chief Financial Officer ||252000 ||Cost Accountant ||29 ||21.05.2016 |
|Mr. Santanu Kumar ||Company Secretary ||25000 ||Company Secretary ||33 ||09.03.2018 |
|3 Gantayat ||and || ||MBA(Finance) || || |
|(From 09th March 2018) ||Compliance Officer || ||LLB ICWAI (Inter) || || |
|Mr. Satyajit ||Company Secretary ||247500 ||Company Secretary ||29 ||01.04.2016 |
|4 Dash (up to 08th March 2018) ||and Compliance Officer || || || || |
During the financial year 2017-18 Mr. Ajit Padhee Ceased from Directors on 10thNov 2017 and he continuing as a Vice President of the Company. Mr. Satyajit Dash Ceasedfrom the Company Secretary and Compliance Officer of the Company on 08th March2018 and w.e.f. 09th March 2018 Mr. Santanu Kumar Gantayat appointed as a CompanySecretary and Compliance Officer of the Company.
26. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS & OUTGO:
The particulars as prescribed under sub section (3)(m) of 134 of the Companies Act2013 read with Companies ( Accounts) Rule 2014 the Conservation of Energy Research and
Development Technology Absorption and Foreign Exchange Earnings & Outgo isNIL' during the year.
27. CASH FLOW:
The cash flow statement in accordance with Indian Accounting Standard (Ind As -3) isappended to this Annual Report.
28. RELATED PARTY TRANSACTIONS:
As a matter of policy the company carries out transactions with related parties on anarm-length basis and in ordinary course of business. Statement of these transactions isprescribed in the Notes to Accounts [Note-43] attached in compliance of Indian AccountStandard No. 24.
The Company's shares are listed on the BSE Limited'. The Annual listing fees tothe "BSE Limited.' for the year 2017-18 have been paid.
30. Details of Subsidiary Joint Venture or Associates:
There is no Subsidiary Joint Venture or Associates of the Company.
The Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders' clients Bank Central & State government the company's valuedinvestors and all other business partner for their continued co-operation and excellentsupport received during the year.
| ||For and on behalf of the Board |
| ||Suryo Foods & Industries Limited |
| ||Sd/- |
|Date: 10.08.2018 ||Amarendra Dash |
|Place: Bhubaneswar ||Chairman cum Managing Director |
| ||DIN: 00583036 |