DIRECTOR'S REPORT To, The Members, SURYAKRUPA FINANCE LIMITED Your Directors have great pleasure in presenting 28th ANNUAL REPORT along with the Audited Balance Sheet and Statement of Profit And Loss, for the year ended 31st March, 2015 2. REVIEW OF OPERATIONS: The Company has made Loss of Rs. (3,95,170/-) during the current year as against Profit of Rs. 54,411/- during the previous year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize the results in the coming years. The Company has added logistics and transportation business in its main object clause of Memorandum of association however the Company has not deleted existing objects of the Company. As the company has added new logistic business in the object clause and registered office of the Company has changed from Maharashtra to Gujarat hence the CIN of the Company had change accordingly. 3. DIVIDEND: During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend. 4. SHARE CAPITAL: The paid up Equity Share Capital as on March 31, 2015 was Rs.1.00 crore. During the year under review the company has not issued any shares or any convertible instruments. 5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report. 6. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: The paid up share capital of the Company is Rs. 1 crore even though, the company has adopted corporate governance and disclosed all information have to disclose in the corporate governance report. Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A separate report on Corporate Governance is enclosed as a part of this Annul Report. A certificate from the Auditor of the company regarding compliances with corporate governance norms stipulated under Clause 49 of the Listing Agreement (L.A.) is annexed to the Report on Corporate Governance. 7. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to Bombay Stock Exchange (BSE) where the Company's Shares are listed. 8. DEMATERIALISATION OF SHARES: 54.74% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March. 2015 and balance 45.26% is in physical form. The Company's Registrars is M/s. System Support Services, having their registered office at 209, Shivai Ind. Estate, 89, Andheri Kurla Road, Saki Naka, Andheri - (E), Mumbai - 400072. 9. NUMBER OF BOARD MEETINGS HELD: The Board of Directors duly meets 8 times during the financial year from 1st April, 2014 to 31st March, 2015. 10. DIRECTORS: Confirmation of Appointment: Pursuant to the provisions of the section 161 ofthe Companies Act, 2013, Mr. Ashok Kumar Dudi, Mr. Narendrasinh D. Rana and Mr. Maulin B. Acharya are appointed as Additional Director and he shall hold office only up to the date of this Annual General Meeting and being eligible offer himself for re-appointment as Director. Appointment oflndependent Directors: Mr. Amar N. Pal, Mr. Dharmesh K. Barot and Mrs. Nidhi S. Gomber, are appointed as Additional Director and they shall hold office only up to the date of this Annual General Meeting and being eligible, offer himself/ herself for re-appointment. Your Directors state that Mr. Amar N. Pal who is Proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director. Your Directors state that Mr. Dharmesh K. Barot who is Proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director. Your Directors state that Mrs. Nidhi S. Gomber who is Proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director. Your Directors recommend the appointment of Mr. Amar N. Pal, Mr. Dharmesh K. Barot and Mrs. Nidhi S. Gomber as Independent Directors as proposed in the notice forthe Annual General Meeting. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement 10. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) The directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the same period; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors prepared the annual accounts on a going concern basis; e) The directors have laid down internal financial controls in the company that are adequate and were operating effectively. f) The directors devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. 11. AUDIT OBSERVATIONS: Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory. 12. AUDITORS: i. Statutory Auditors: The Auditors, M/s. Mukesh M. Shah & Co., Chartered Accountants, Ahmedabad retire at this Annual General Meeting and being eligible, offer themselves for reappointment. ii. Secretarial Audit: According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure- A. 13. TAKEOVER OF BUSINESS: The management of the company has been take over by new management by issuing open offer for acquisition of shares of the Company under Regulation 15 (1) of SEBI ( Substantial Acquisition of Shares and Takeovers) Regulation, 2011. 14. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION: Since the Company is not a manufacturing unit provisions of Section 134 (3)(m) of the Companies Act, 2013, read with rules 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption is not applicable. 15. FOREIGN EXCHANGE EARNINGS AND OUTGO: Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL 16. CORPORATE SOCIAL RESPONSIBILITY (CSR): The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 17. VIGIL MECHANISM/ WHISTLE BLOWER POLICY: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at <http://suryakrupafinance.in/whitl> .pdf. 18. RELATED PARTY TRANSACTIONS: There were no contracts or arrangements entered into by the Company in accordance with the provisions of Section 188 of the Companies Act, 2013 during the year under review. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company has taken loan from 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 the Company's website at <http://survakrupafinance.in/policy.pdf> None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. 19. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B. 20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. 21. PARTICULARS OF EMPLOYEES: There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 197 of the Companies Act, 2013, read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time to time. 22. REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL(KMP)/ EMPLOYEES: None of Directors, Key Managerial Personnel (KMP) and Employees have been paid any remuneration during the last financial year. 23. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis. 24. THE CHANGE IN NATURE OF BUSINESS: The management of the company has been take over by new management by issuing open offer for acquisition of shares of the Company under Regulation 15 (1) of SEBI ( Substantial Acquisition of Shares and Takeovers) Regulation, 2011. The Company has added logistics and transportation business in its main object clause of Memorandum of association however the Company has not deleted existing objects of the Company during the year under review.provided under Section 178(3) of the Companies Act, 2013 is available at web site at <http://survakrupafinance.in/nomination.pdf>. 28. ANNUAL PERFORMANCE EVALUATION: In compliance with the provisions of the Act and Clause 49 of the Listing Agreement, the performance evaluation was carried out as under: The Board: The Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings held on 20th February, 2015, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were 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 was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement. Individual Directors: a) Independent Directors: The performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director 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, their performance was also evaluated by the Board of Directors. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership. 29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report. There was no significant and material order passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company. 30. ACKNOWLDEGEMENTS Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thanks the shareholders for the confidence reposed by them in the Company and for the continued support and co-operation extended by them. By Order Of the Board SURYAKRUPA FINANCE LIMITED (Maulin B. Acharya) MANAGING DIRECTOR DIN. 00010405 (Narendrasinh D. Rana) DIRECTOR DIN. 02543871 Date:30thMay, 2015 Place: Gandhidham. CIN: L60200GJ1986PLC083845 |