SURYO FOODS & INDUSTRIES LIMITED
Your Directors have pleasure in presenting the Thirtieth (30th) AnnualReport on the business and operations together with the Audited Accounts for the financialyear ending 31st March 2019. The performance of the Company for the financialyear ended on 31st March 2019 is summarized below:
1. FINANCIAL HIGHLIGHTS:
The summarized financial results of our Company for the Financial Year ending 31stMarch 2019 are detailed hereunder:
(Amount in 000' Rs.)
|Particulars ||2018-19 ||2017-18 |
|a) Revenue from Operations (net) ||23129 ||17755 |
|b) Other Income/Gain (Losses) ||699 ||899 |
|c) Total Income ||23798 ||18654 |
|d) Less- Expenses ||28062 ||28055 |
|d) Profit/Loss before exceptional items and Tax ||(4264) ||(9401) |
|e) Less- Exceptional Items ||- ||- |
|f) Profit/Loss before Tax ||(4264) ||(9401) |
|g) Provision for Tax ||- ||- |
|Current Tax ||- ||- |
|Deferred Tax ||(482) ||(226) |
|h) Profit/Loss after Tax ||(3782) ||(9175) |
|i) Proposed Dividend ||- ||- |
|j) Transfer to General Reserve ||- ||- |
|k) Earnings Per Share( Basic & Diluted) ||(0.96) ||(2.32) |
Note: Previous year's figures are regrouped wherever necessary.
2. SUMMARY OF OPERATION:
During the financial year the revenue of the Company has increased by approximatelyRs. 5374 thousands as compared to the previous year and incurred Loss of Rs. 4264thousands (Previous Year Loss of Rs. 9401 thousands).The depreciation charge for the Yearended 31stMarch 2019 is lower by Rs. 273 thousands as compared to the PreviousYear.
3. STATE OF AFFAIRS OF THE COMPANY:
The Company's overall performance during the financial year was not satisfactory eventhough the performance of the company has improved in comparison to that of the lastfinancial year which is reflected in the financial results of the Company. The Directorsare interested not only to increase the earnings of the company but also made theirefforts to improve the performance of the company by keeping the interest of thestakeholders as well as customers and society as a whole.
The Company has not accepted any public deposits during the financial year ended 31stMarch 2019.
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 2018-19.
6. TRANSFER TO GENERAL RESERVE:
During the financial year ending on 31st March 2019 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.
During the year under reviewthe Company has complied with the Secretarial Standard onMeetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).
11. 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
12. 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.
13. STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL
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 3(Three)years i.e. from the conclusion of 30th Annual General Meeting till theconclusion of 33rdAnnual General Meeting.
M/s. Sanjit Mohanty& Co. have consented to their appointment as Statutory Auditorsand have confirmed that if appointed their appointment will be in accordance with Section139 read with Section 141 of the Act.
There are no qualifications reservation adverse remark or disclaimer made by thestatutory auditor in his report.
14. 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 2018-19.
15. SECRETARIAL AUDITOR:
M/s. Saroj Ray and Associates Practicing Company Secretaries was appointed to conductthe Secretarial Audit of the Company for the Financial Year 2018-19 as required underSection 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Reportfor the financial year 2018-19 forms part of the Annual Report as Annexure to the BoardReport in Annexure-C.
There are no qualifications reservation adverse remark or disclaimer made by thesecretarial auditor in Secretarial Audit report.
Further in compliance with the regulation 24A of SEBI(LODR) Regulations 2015 andcircular No. CIR/CFD/CMDI/27/2019 dated 08.02.2019 issued by SEBI M/s. Saroj Ray andAssociates Practicing Company Secretaries has issued the Annual Secretarial ComplianceReport for the Financial Year 2018-19 which is annexed in the board report in Annexure-D.
The Board has re-appointed M/s. Saroj Ray and Associates Practicing CompanySecretaries as the Secretarial Auditor of the Company for the Financial Year 2019-20.
16. 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 Year2018-19 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 2019-20.
17. 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 andDevelopment Technology Absorption and Foreign Exchange Earnings & Outgo is NIL'during the year.
18. 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.
19. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:
There is no Subsidiary Joint Venture or Associates of the Company.
20. 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.
21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
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).
22. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIALYEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no such material changes and commitments affecting the financial position ofthe company from the date of closure of accounts up to the date of Board report.
23. 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.
24. 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.
25. 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.
26. 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-E forming part of the Annual Report.
27. PARTICULARS OF EMPLOYEES:
During the financial year 2018-19 following disclosures are required in respect offollowing employees:
|Employee Name ||Designat ion ||Remunerat ion received ||Qualification ||Age (in years) ||Date of commenceme nt of employment |
|2 Mr. Sandeep Kumar Mishra ||Chief Financial Officer ||282000 ||Cost Accountant ||30 ||21.05.2016 |
|3 Mr. Santanu Kumar Gantayat (From 09th March 2018 to 23rd March 2019) ||Company Secretary and Compliance Officer ||25000 per Month ||Company Secretary MBA (Finance) LLB ICWAI (Inter) ||33 ||09.03.2018 |
During the financial year 2018-19 Mr. Santanu Kumar Gantayatresigned from the post ofCompany Secretary and Compliance Officer of the Companywith effect from23rdMarch 2019.
28. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition AndRedressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints regarding sexual harassment.
All employees (permanent contractual temporary trainees) are covered under thispolicy.
During the year under review no complaints were received by internal committeepursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition AndRedressal) Act 2013.
29. FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND ITSCOMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and SEBI(LODR) Regulations 2015the Board of Directors has under taken an evaluation of its own performance theperformance of its Committees and of all the individual Directors based on variousparameters relating to roles responsibilities and obligations of the Board effectivenessof its functioning contribution of Directors at meetings and the functioning of itsCommittees. The directors express their satisfaction with the evaluation process:
30. 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 thereunder 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 2019 the applicable accounting standards have been followed along with properexplanation 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 record in accordance with the provisions of the act for safeguarding the assetsof 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 the provisionsof all applicable laws and that such systems were adequate and operating effectively;
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: 12.08.2019 ||Amarendra Dash |
|Place: Bhubaneswar ||Chairman cum Managing Director |
| ||DIN: 00583036 |