The Directors are delighted to present their Report on Company''s
Business Operations along with the Audited Statement of Accounts for
the Financial Year ended March 31,2015.
FINANCIAL RESULTS OF THE COMPANY
The financial results of the Company for the year under review and
comparative figures for theprevious year are summarized below:
Income 1,05,108 -
Profit/(Loss)before Depreciation 21,712 (86,720)
Depreciation - 33,734
Net Profit (Loss) after depreciation
before tax 21,712 (1,20,454)
Provision for Taxation
Income Tax - -
Net Profit/(Loss) after tax for the year 21,712 (1,20,454)
Additional Depreciation as per
Schedule II of Companies Act,
2013 charged against reserves. (301,447) -
Profit/ (Loss) Brought Forward (10,42,65,122) (10,41,44,668)
Net Profit/ (Loss) Carried to
Balance Sheet (10,45,44,857) (10,42,65,122)
During the financial year 2014-15, the Company has recorded revenue of
Rs. 105,108. The Company has earned net profit of Rs. 21,712 during the
year as compared to net loss of Rs. 120,454 in the last year.
STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK
The Company is exploring various business avenues to restart operations
in the Company which can give it steady returns in the long run.
In view of Financial Results of the Company, your Directors, are unable
to recommend any dividend for the year under review..
AMOUNTS TRANSFERRED TO RESERVES:
Due to inadequate profits, the company has not transferred any amount
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 152 of the Companies Act, 2013
and in accordance with provisions of Articles of Association of the
Company, Mr. J K Jain, Director of the Company, is liable to retire by
rotation and being eligible, offers himself for re-appointment.
Mr.J.K Jain is not disqualified under Section 164(2) of the Companies
Mr.Narendra Singh Bisht has been appointed as non-executive independent
director by the Board of Directors of the Company for a term of 5 years
commencing from November 14, 2014 in pursuance of the section 149, 152
and 161(1) read with Schedule IV and all other applicable provisions of
the Companies Act 2013 and the Companies (Appointment and Qualification
of Directors), Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force).
During the year under review, Mr.PradeepGupta, Whole Time Director
ceased to be a Director of the Company with effect from November
Ms.SuchiBahl has been appointed as Non-Executive Director on the Board
of Directors of the Companyw.e.f February 14, 2015
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure A
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) That in the preparation of the Annual Accounts for the year ended
March 31,2015, the applicable Accounting standardshave been followed
and that there are no material departures.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2015 and of the profit or loss of the
Company for the Financial year ended March 31,2015.
iii) 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
iv) With the closure of all the business segments as mentioned in Note
no. 1 under Basis for Qualified Audit Opinion of Auditor''s Report, the
accounts have been prepared not following the going concern assumption
and all expenses of revenue nature incurred during the year relating to
above segment have been charged off to Profit & Loss Account.
v) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial Position of
your Company have occurred between the end of the financial year of the
Company to which the financial statements relate and on the date of
The details of the Audit Committee including its composition and terms
of reference are mentioned in the Corporate Governance Report which
forms part of the Director Report.
The Board, during the year under review, had accepted all the
recommendations made to it by the Audit Committee..
M/s SatendraRawat& Company, Chartered Accountants, Statutory Auditors
of the company hold office until the conclusion of ensuing Annual
General Meeting and your Directors recommend their re- appointment. The
company has received the requisite certificate from M/s SatendraRawat&
Company, Chartered Accountants to the effect that their re-appointment,
if effected, would be in accordance with the provisions of Section 139
(2) of the Companies Act, 2013 and Rules made there under.
The Auditor had pointed out certain remarks, which are replied by the
Board of Directors hereunder:
Auditors Remark - 1
In the Auditor Report under point no. 1 of Basis for Qualified Audit
Opinion, it has been stated that Attention is drawn to note no. 1(a)
and note 14 of the Balance Sheet to the effect that these accounts have
been prepared without following the going concern assumption on the
closure & cessation of the two business segments by the Company and
disposal of major assets of these discontinued segments in preceding
As the members are aware that the Company has exited from the edible
oils business due to adverse market conditions and bleak prospects &
all the workers and the employees employed at the factory at Sansarpur
Terrace had resigned voluntarily. Thereafter looking at the bleak
prospects, the Company had sold off its assets at the factory after
taking permission from the members of the Company, to pay off its
liabilities. Thereafter the Company ventured into marketing and
distribution of liquor but the same has also been discontinued. Since
at present the Company had no continuing business except for the
liquidation/realization of the liabilities/assets of the previous
businesses, the accounts of the Company have been drawn without
following the going concern assumption.
Auditors Remark - 2
In the Auditor Report under point no. 2 of Basis for Qualified Audit
Opinion, it has been stated that Company has a sum of Rs. 6.38 lacs as
recoverable advances on account of sales tax and income tax refunds,
which in view of long time lag, in our opinion, are not realisable and
should have been written off. Therefore, the profit of the year and
current assets are shown more by Rs. 6.38 lacs and deficit in statement
of profit and loss account is shown less to that extent.
The company is pursuing the recovery of these dues from Sales Tax &
Income Tax Department. In view of this, these amounts have not been
written off as non- recoverable.
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the company has appointed Ms. Monika Kohli, Company
Secretaryin Practice to undertake the Secretarial Audit of the Company
for financial year 2014-15.
The Secretarial Audit Report in prescribed form MR-3 for Financial Year
2014-15 forms part of the Annual Report as Annexure B to the Board
SECRETARIAL AUDIT REPORT
The Secretarial Auditor had pointed out certain remarks, which are
replied by the Board of Directors hereunder:
Secretarial Auditors Remark - 1
The Company has not appointed any executive director in terms of
provisions of Listing Agreement.
Since the Company is not doing any business activity for many years
therefore there was no person who has shown his interest to become the
Whole Time (Executive) Director in the Company, However your management
is taking steps to appoint executive director to comply the requirement
The Management has identified some person and is in the process of
selection the candidate for the post of Whole Time Director. It is
expected that Company shall appoint the Whole Time Director shortly.
Secretarial Auditors Remark - 2
The Company was required to appoint Internal Auditor as per the section
138 of the Companies Act, 2013 read with rule 13 of Companies
(Accounts) Rule 2014. However, it is observed that no Internal Auditor
has been appointed by the Company.
Since the Company did not have any continuing business operations and
the volumes of transactions are very less and the company is a loss
making entity, therefore, it was not feasible to appoint internal
auditor. However, the internal controls were adequately exercised.
Secretarial Auditors Remark - 3
The Company was required to appoint Managing Director/Manager/ Chief
Executive Officer/Whole-time Director and Chief Financial Officer (as
prescribed under section 203 of the Companies Act, 2013 read with rule
8 of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014. However, no Managing Director/ Manager/Chief Executive
Officer/Whole-time director and Chief Financial Officer have been
appointed by the company.
As stated above the Company is not doing any business activity for many
years therefore there was no person who has shown his interest to
become the Whole Time (Executive) Director in the Company, however your
management is taking steps to appoint Executive Director to comply the
requirement of law.
Further since there are no business activities no finance profession
has shown his interest to take the position of Chief Financial Officer
of the Company.
The Management has identified few persons and is in the process of
selection the candidate for the post of Whole Time Director and CFO.
It is expected that Company shall appoint the Whole Time Director & CFO
Secretarial Auditors Remark - 4
The Company is not regular in compliance of various clauses of Listing
Agreement. However, it is observed that the Company do not have its own
Your Company had approached the BSE Limited and made a submission for
resumption of trading activity in its equity and had sought the pending
Listing Compliances. Your Company has prepared and filed with the BSE
Limited major pending details with respect to clauses of Listing
Agreement and also in process of completing and filing the remaining
documents / information with BSE.
The company has taken steps towards creating and maintaining its
website and soon the company will have its website containing all the
required information as per Companies Act, 2013 and Listing Agreement.
Secretarial Auditors Remark - 5
It was observed that tenure of Mr. Shashi Sharma, Independent Director
was not fixed in the Annual General Meeting held on 30.09.2014 as per
the provisions of section 152 of the Companies Act,2013.
The company has taken the above matter in ensuing AGM for Member''s
approval in fixing the tenure and his period of appointment will be
fixed in terms of Section 149 of the Companies Act, 2013 and Listing
Secretarial Auditors Remark - 5
It is observed that 100% equity shares of the company are in physical
form and the company is yet to sign the tripartite agreement with
Registrar & Depository to provide dematerialization facility to its
The Board has already taken steps in this respect by passing board
resolution on 29th May, 2015 for converting shares into De-mat form
and shallexecute the tripartite agreement with the NSDL/CDSL and
Registrar & Share Transfer Agent shortly.
During the year, there has been no change in the authorised, subscribed
and paid-up share capital of the Company. As at March 31,2015, the
paid-up share capital stood at Rs7,34,30,000 comprising of 73,43,000
equity shares of 10 each.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has established an adequate internal control procedure
which commensurate with the size of the Company and the nature of its
business for the purpose of purchase and sale of goods, material, fixed
assets and services. During the course of the audit, on random test
check basis, no major weakness has been noticed in internal controls in
respect of these areas except as notified in the Secretarial Audit.
CHANGE IN REGISTERED OFFICE:
The Registered Office of the Company was earlier situated at Plot No.
1, Phase-III,Sansarpur Terrace, Himachal Pradesh. Due to commercial
exigency, the Board of Directors considered and approved the shifting
the registered office within the Jurisdiction of the Registrar of
Companies, Himachal Pradesh, to Plot No. 2,Phase III, Sansarpur
Terrace, Himachal Pradesh-173212 w.e.f. 01/06/2015.The present location
is within the local limits of the city.
The shifting of the Registered Office as aforesaid is in the best
interests of the company, its shareholders and all concerned. The
shifting will in no way be detrimental to the interest(s) of any member
of the public, employees or other associates of the Company in any
NUMBER OF BOARD MEETING
During the Financial Year 2014-15,Five Board meeting were held during
the year. The intervening gap between the meetings was within the
period prescribed under the Companies Act,2013 and the Listing
Agreement with Stock Exchanges. The details of all Board/Committee
meetings held are given in the Corporate Governance Report.
CORPORATE GOVERNANCE DISCLOSURES
As a responsible corporate citizen, the Company is committed to
maintain the highest standards of Corporate Governance and believes in
adhering to the best corporate practices prevalent globally.
A detailed report on Corporate Governance is attached as Annexure C.
A certificate from a Practising Company Secretary confirming compliance
with the conditions of Corporate Governance, as stipulated in Clause 49
of the Listing Agreement, is attached to the Corporate Governance
Your Company gives due emphasis on the adaptability to such procedures
so as to ensure transparency, accountability & integrity in all
CODE OF CONDUCT:
In compliance with Clause 49 of Listing Agreement and the Companies
Act, 2013, the Company has framed and adopted a code of conduct.
The code is applicable to the members of the Board and all employees of
The Board Members have affirmed compliance with the Code of Conduct for
the year ended March 31,2015
PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
In order to prevent sexual harassment of women at work place a new
Act,The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 was notified on 9th December,
2013. Under the said Act every company is required to set up an
Internal Complaints Committee to look into complaints relating to
sexual harassment at work place of any women employee.
During the year under review, there was no requirement in our company
to form the Internal Complains Committee, Further there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT
The Company has received necessary declaration from each independent
directors under Section 149(7) of Companies Act, 2013 that they meet
the criteria of independence laid down in Sec.149(6) of Companies Act,
2013 read with Clause 49 of the Listing Agreement.
Pursuant to requirement under Companies Act,2013 and Listing Agreement,
the Board of Directors has constituted the following Committees:
1. Audit Committee,
2. Nomination & Remuneration Committee and
3. Stakeholders Relationship Committee.
The details of composition and terms of reference of these committees
are mentioned in the Corporate Governance Report.
NOMINATION & REMUNERATION POLICY
The Company has framed aNomination and Remuneration Policy pursuant to
the provisions of Section 178 of the Act read with Clause 49 of the
Listing Agreement. The Policy has been disclosed in the Corporate
Governance Report attached to this Report as Annexure D.
PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186
OF THE COMPANIES ACT, 2013
During the year under review the Company has neither made any
investment(s) nor given any loan(s) or guarantee(s) or provided any
security which is covered under the provisions of Section 186 of the
Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES
During the year, the Company had not entered into any contract/
arrangement/transaction with related parties.
During the year under review, your Company did not accept deposits
covered under Chapter V of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO:
Particulars required under Section 134(3) (m) of the Companies Act,
2013 read with rule 8 of the Companies (Accounts) Rule, 2014, regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in Annexure E forming part of this
The Company has in place comprehensive risk assessment and minimization
procedures, which are reviewed by the Board periodically. Board has
prepared Risk Management Plan which is reviewed and monitored on
regular basis, to identify and review critical risks.
FORMAL ANNUAL EVALUATION
The Companies Act, 2013 states that a formal annual evaluation needs to
be made by the Board of its own performance and that of its committees
and the individual directors. Schedule IV of the Companies Act, 2013
states that the performance evaluation of independent directors shall
be done by the entire Board of Directors excluding the director being
For annual performance evaluation of the Board as a whole, its
Committees and individual Directors including the chairman of the
Board, the Company has formulated the questionnaires to assist in
evaluation of performance. Every director has to fill the
questionnaires related to the performance of the Board, its Committees
and individual Directors except himself. On the basis of the response
to the questionnaires, a formal annual evaluation has been made by the
Board of its own performance and that of its Committees and individual
MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Companies Act, 2013
and Clause 49 of the Listing Agreement, a separate meeting of the
Independent Directors was held on February 26, 2015.
The Independent Directors at the meeting reviewed the following:-
* Performance of non-independent Directors and Board as a whole.
* Performance of the Chairperson of the Company,
THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of your company during
the year under review.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
No significant material orders have been passed during the year by the
regulators or courts or tribunals impacting the going concern status
and Company''s operations in future.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Board has approved the Whistle Blower Policy, a mechanism for
employees to report to the management concerns about unethical
behaviour, actual or suspected fraud or violation of the Company''s code
of conduct. The mechanism also provide for adequate safeguards against
victimization of employees who avail of the mechanism and also provide
for direct access to the Chairman of the Audit Committee in exceptional
During the year under review no personnel has been denied access to the
The Company has adopted a formal Vigil Mechanism/ Whistle-blower
PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES
1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:-
The details of remuneration paid to Directors during Financial Year
2014-2015 are given below:
Particulars Ms. Bhanumati Ramchandran
Contribution to PF/ Superannuation NIL
Total Remuneration 27,500
* During the year under review no remuneration was paid to any CFO,
Executive and Non-Executive Director of the Company.
* At present the Company has only one permanent employee Ms.
BhanumatiRamchandran, Company Secretary who was paid remuneration of
Rs. 27,500/- as per the remuneration policy of the company and there is
no increase in his remuneration as compared to the remuneration given
to her last year.
* In view of the above no other disclosure required in terms of Rule 5
(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is applicable.
2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:-
There was no employee who has drawn salary as mentioned in the
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the
Company as provided under the Listing Agreement has been given
separately and forms part of the Annual Report as Annexure F.
The Industrial Relations have continued to be stable and harmonious
during the course of the year.
Your Directors would like to express their gratitude and appreciation
for the assistance and cooperation received from the Banks during the
year under review.
Your Directors also place on record their deep sense of appreciation
for the devoted services rendered by all the employees of the company.
By Order of the Board
For Suraj Industries Ltd
Place : New Delhi Chairman & Director
Date : 02.09.2014 DIN: 00120204