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Suri Capital and Leasing Directors Report, Suri Capital Reports by Directors
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Suri Capital and Leasing

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Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 
 The Directors take pleasure in presenting for your consideration and
 approval the Twenty Third Annual Report of Your Company for the
 financial year ended March 31,2015.
 
 1 Financial Result
 
 PARTICULARS                                            (Rupees in Lacs)
 
                                               Year Ended     Year Ended
                                               31.03.2015     31.03.2014
 
 1.  Income from Operations
 
 a)  Net Sales/ Income From Operations            105.97         213.03
 
 b)  OterOpearting Income                          13.87          11.23
 
 2.  Expenses
 
 a.  Cost of Materials Consumed                     0.00           0.00
 
 b.  Purchase of Stcok In Trade                     3.02          86.92
 
 c.  Change in the inventories of Finished
     Goods, Work in
     Progress and Stock in Trade                    0.00         (2.86)
 
 d.  Employee Benift Expenses                     108.57         180.81
 
 e.  Depreciation &Amortisation expenses            3.11           5.55
 
 f.  Other expenditure                             49.97         122.22
 
 g.  Total                                        164.67         392.64
 
 3. Profit from Operations before Other
 Income, Finance Cost
 Interest and Exceptional Items (1-2)            (44.83)       (168.38)
 
 4.  Other Income                                   0.00          0.00
 
 5.  Profit before Interest and
 Exceptional Items  (3 4)                        (44.83)       (168.38)
 
 6.  Finance Cost                                   2.35          0.00
 
 7.  Profit after Interest but before
 Exceptional Items (5-6)                         (47.18)       (168.38)
 
 8.  Exceptional items                            (4.96)        471.41
 
 9.  Profit ( )/ Loss (-) from Ordinary
 Activities before tax (7 8)                    (52.14)         303.03
 
 10. Tax expense                                  0.00            0.00
 
 11. Net Profit ( )/ Loss (-) from Ordinary
 Activities after tax (9-10)                    (52.14)         303.03
 
 12. Extraordinary Item (net of tax
 expense Rs.                                      0.00            0.00
 
 13. Net Profit( )/ Loss(-) for the
 period (11-12)                                (52.14)          303.03
 
 14. Paid-up equity share capital
 (Face Value of the
 Share shall be indicated)                    1029.76          1029.76
 
 15. Reserve excluding Revaluation              20.00            20.00
 
 16. Earnings Per Share (EPS)
 
 a) Basic and diluted EPS before
 Extraordinary items for the period,            (0.51)            2.94
 
 for the year to date and for the
 previous year (not to be annualized)
 
 b) Basic and diluted EPS after
 Extraordinary items for the period,            (0.51)            2.94
 for the year to date and for the
 previous year (not to be annualized)
 
 17. Public Shareholding
 
 -  No. of shares                           2,677,517         2,677,517
 
 -  Percentage of shareholding                 26.00%            26.00%
 
 18. Promoters and promoter group
 Shareholding **
 
 a) Pledged/Encumbered
 
 -  Number of shares                             0.00             0.00
 
 -  Percentage of shares (as a % of the
 total shareholding of                           0.00             0.00
 promoter and promoter group)
 
 -  Percentage of shares (as a% of the
 total share capital of the                      0.00             0.00
 company)
 
 b)  Non-encumbered
 
 -  Number of Shares                         7,620,083       7,620,083
 
 -  Percentage of shares (as a% of the
 total shareholding of                          74.00%          74.00%
     promoter and promoter group)
 
 -  Percentage of shares (as a % of the
 total share capital of the                     74.00%          74.00%
     company)
 
 1.  BUSINESS AND OPERATIONS OF THE COMPANY
 
 VirtualSoft - Co-creating, Integrating & Optimising World''s best & most
 innovative roaming, communications & collaboration platforms, Apps and
 solutions to provide consumers and enterprises an unbeatable
 communication experience.
 
 Video Rich Broadband and 4G mobile networks - with 5G coming by the end
 of this decade - are revolutionizing the way we do business and run our
 lives.Virtual Soft through its vReach division offer outstanding
 digital broadband solutions. vReach use technology developed inhouse
 and by our best-of -breed global partners to the advantage of large
 enterprises, associations and media companies as well as their
 customers and consumers. Broadband network & application solutions
 offer you a convergence of voice, data and video that can be used for
 your business - by creating and leveraging business function specific
 virtual events - both live & on-demand, ideally through an annual
 engagement contract with VirtualSoft.
 
 A proprietary system called v Code guarantees clarity and seamless
 delivery of audio, video and multimedia files across both narrowband
 and broadband networks.
 
 Virtual Soft has developed a world-class Enterprise Communication
 Platform called vReach that utilizes existing corporate computing and
 communications infrastructure to make real-time business meeting and
 events more cost-effective and convenient by reducing travel and
 extending reach to globally dispersed customers, partners, and
 co-workers over low and high bandwidth connections through a simple
 browser interface.
 
 VirtualSoft''s vReach division also offers Rich Media content creation
 and migration services using proprietary technology and business
 methods. It creates near video on-demand content synchronized with
 Power point slides and other interactive mechanisms for leading
 conference organizers like CII, FICCI, The Times of India Group, The
 Federation of Asian Advertising Associations, India Today; and for
 leading enterprises such as SAP, IBM, The World Bank and the Tata
 Group.
 
 It has created over 10,000 hours of such content for over 500 different
 conferences and training events. This content is available in CD/DVD
 form as well as on knowledge on-demand servers accessible over the
 intranet and/or internet.
 
 vReach has also created a Demand Generation Practice where it uses its
 own and third party platforms, in-house multi-media content
 development, social media - web and telemarketing to create customized
 channel training & development, sales enablement and customer
 engagement programs mainly for Business to Business brands, in the
 Technology space.
 
 In the year under Review, we continued making progress on both the
 Digital Demand Generation and lelecom initiatives that were launched in
 the past few years
 
 In Demand Generation, we continued to strengthen the strategic
 partnership for India and APAC with 6Connex Inc. (www.6Connex.com) - a
 California based global leader in Virtual Experience & Virtual
 Destination based business solutions. Supplementing 6Connex''s latest
 Version 7 Technology/ Platform with our own domain competence,
 technology, processes and goto market ecosystem, Virtual Soft is poised
 launched a range of next generation Virtual Experience based events for
 demand generation, customer engagement, collaboration, learning and
 knowledge management. This will build on the work done in the past few
 years for brands like CNBC/ Web 18, Cisco, Oracle, and Intel - both at
 the India & APAC level.
 
 The Telecom Division launched global roaming solutions and services
 under the Roam1 brand (www.roam1.com), in FY 2010-11. The global
 roaming business portolio that was hived off into a subsidiary Roam 1
 Telecom Ltd during FY 13-14, continued to make significant progress in
 terms of innovative and unique product introductions and plans as well
 gaining market share and acceptance - both from end -customers and
 channel partners.
 
 Our key offerings in Roam 1 Telecom Ltd, are based on Global or
 Regional (e.g Europe) Single Sim Product or Platform , that contains
 multiple IMSI Profiles or local country specific numbers - anywhere
 from 3 to 12 in ONE SIM that provides low cost Voice and data services
 when the subscriber travels overseas. This SIM provides Free Incoming
 in over 60 countries and provides low cost Call Back to India. This is
 offered through both prepaid and post-paid plans. The billing is in
 real time and is visible instantly on the web which ensures that there
 is no room for over billing. The customer gets to retain the card and
 can publish the number as his permanent International Number on his
 business card and stationary etc. This way every time the customer goes
 abroad, he adds talk time on his card which makes repeat business very
 easy for us. The Global Single SIM Product is supported by a wide array
 of country and continent specific products and plans for voice and
 data.
 
 VirtualSoft thus develops, integrates, optimises and deploys the
 technologies of the day to provide the infrastructure, application
 platforms, SIM cards and Apps needed for rich and enhanced
 communications & international roaming services for businesses and
 consumers - as well as for creating collaborative virtual business
 solutions for sales, customer engagement, training and knowledge
 management.
 
 In the year under Review, with an intent to synergise the two divisions
 at a corporate level, the C2E3 Initiative was strengthened. C2E3 stands
 for Connect Communicate Engage Experientially and Cost - Effectively
 and provides a bridge for the Telecom & Roam 1 Division to collaborate
 with the Virtual Events and Demand Gen Division in technology & product
 development, marketing and large partner and account development. This
 will create unique cross developed product offerings in the enhanced
 communications and collaboration space - including web and video
 conferencing, cloud telephony, Rich Communication Services (RCS) based
 platforms, connected device life-cycle management solutions and will
 facilitate more sales yield from our goto market partners and large
 enterprise accounts.
 
 With the foundation in Enterprise Broadband solutions, Telecom and
 Roaming Solutions and now the C2E2 Initiative - all of which are
 scaling up well, the Company now expects significant growth in both
 revenues and profitability in the years to come.
 
 3. DIVIDEND
 
 Your Directors do not recommend a dividend due to loss incurred for the
 current financial year.
 
 4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
 FUND
 
 The provisions of Section 125(2) of the Companies Act, 2013 do not
 apply as there was no dividend declared and paid last year.
 
 5. 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 statements relate on the date of this report
 
 6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
 MANAGEMENT POLICY OF THECOMPANY
 
 The Company has devised and implemented a mechanism for risk management
 and has developed a Risk Management Policy. The Policy provides for
 constitution of a Risk Committee, which will work towards creating a
 Risk Register, identifying internal and external risks and implementing
 risk mitigation steps. The Committee will provide status updates to the
 Board of Directors of the Company.
 
 7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
 
 The Company has not developed and implemented any Corporate Social
 Responsibility initiatives as the said provisions are not applicable.
 
 8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
 186 OF THE COMPANIES ACT, 2013
 
 There was 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.
 
 9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
 
 No fresh Contracts or Arrangements was made with related parties
 pursuant to Section 188 except one already approved in last year AGM.
 
 10. STATUTORY AUDITORS
 
 M/s. Nath Ahuja & Co., Chartered Accountants, Auditors of the Company
 retire at the ensuing Annual General Meeting and being eligible, offer
 themselves for re-appointment. The Board proposes his appointment.
 
 11. SECRETARIAL AUDIT
 
 Pursuant to the provisions of Section 204 of the Act and the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
 Board of Directors has appointed Mr Sanjeev Kumar Jha from SJK & Co.,
 practicing Company Secretary for conducting secretarial audit of the
 Company for the financial year 2014-2015.The Secretarial Audit Report
 is annexed herewith as Annexure A.
 
 The Secretarial Audit report does not contain any qualification,
 reservation or adverse remark.
 
 12. INTERNAL AUDIT
 
 Pursuant to the provisions of the Companies Act, 2013, the Board of
 Directors has appointed CA Jyoti Kumar from Jyoti Kumar & Co.,
 practicing Company Secretary for conducting secretarial audit of the
 Company for the financial year 2014-2015.
 
 13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
 REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
 SECRETARY IN THEIR REPORTS
 
 There was no qualifications, reservations or adverse remarks made by the
 either by the Auditors or by the Practicing Company Secretary in their
 respective reports.
 
 14. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
 REMUNERATION AND DISCHARGE OF THEIR DUTIES
 
 The company has a policy in place which will be provided upon request.
 In terms of Section 136 of the Act, the Report and Accounts are being
 sent to the Members and others entitled thereto, excluding the policy
 which is available for inspection by the Members at the Registered
 Office of the Company during business hours on working days of the
 Company up to the date of the ensuing Annual General Meeting. If any
 Member is interested in obtaining a copy thereof, such Member may write
 to the Company Secretary in this regard.
 
 15. ANNUAL RETURN
 
 The extracts of Annual Return pursuant to the provisions of Section 92
 read with Rule 12 of the Companies (Management and administration)
 Rules, 2014 is furnished in Annexure B and is attached to this Report.
 
 16. NUMBER OF BOARD MEETINGS & THEIR COMMITTEES CONDUCTED DURING THE
 YEAR UNDER REVIEW
 
 The Company had Four (4) Board meetings during the financial year under
 review. The details are mentioned elsewhere in the Corporate Governance
 Report.
 
 17. DIRECTORS
 
 Mr. Rajendra V Kulkarni and Ms. Ritu Tandon retire by rotation at the
 ensuing Annual General Meeting of the Company and being eligible offer
 themselves for reappointment. Further, notices has been received from
 members for candidature of Ms. Ashima Puri as Independent Director.
 Board proposes her appointment. Details are as mentioned in explanatory
 statement to the notice of Annual General Meeting.
 
 18. DECLARATION OF INDEPENDENT DIRECTORS
 
 The Independent Directors have submitted their disclosures to the Board
 that they fulfill all the requirements as stipulated in Section 149(6)
 of the Companies Act, 2013 so as to qualify themselves to be appointed
 as Independent Directors under the provisions of the Companies Act,
 2013 and the relevant rules.
 
 19. DEPOSITS
 
 The Company has not accepted deposits from the public for the year
 under consideration.
 
 20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
 
 The details of financial performance of Subsidiary/ Joint
 Venture/Associate Company is furnished in Annexure C. and attached to
 this report.
 
 21. CAPITAL MARKET DEVELOPMENTS
 
 As on date, 94.73% of Shares are in Demat form and are listed on
 various stock exchanges. The Company has, from time to time, reminded
 the shareholders/ investor, holding the Shares in Physical form to
 convert their Shareholding to dematerialized form.
 
 22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 (a) Details of Conservation of Energy
 
 The Company uses electric energy for its equipment such as
 air-conditioners, computer terminals, lighting and utilities in the
 work premises.
 
 Steps taken or impact on conservation of energy: All possible measures
 have been taken to conserve energy
 
 By identifying potential areas for saving;
 
 By incorporating energy efficient equipment;
 
 By automation.
 
 Steps taken by the company for utilizing alternate sources of energy:
 Nil
 
 Capital Investment on energy conservation equipments: Nil
 
 (b) Technology Absorption
 
 1. Efforts in brief made towards technology absorption, adaptation and
 innovation:
 
 These are adapted, wherever necessary, to local conditions.
 
 2. Benefits derived as a result of the above efforts:
 
 New product development, productivity and quality improvements,
 enhanced safety and environmental protection measures and conservation
 of energy.
 
 3. Technology Imported: NIL
 
 4. Expenditure on R&D: NIL
 
 C. Foreign Exchange earnings and outgo
 
 The information in this regard is provided in Note no. 31 of the
 Accounts. There had been no foreign exchanges earnings, during the
 year.
 
 23.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 134(5) of the Companies
 Act, 2013 the Board hereby submit its responsibility Statement:-
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (b) the directors had 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 that period;
 
 (c) the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 (d) the directors had prepared the annual accounts on a going concern
 basis; and
 
 (e) 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.
 
 Internal financial control means the policies and procedures adopted by
 the Company for ensuring the orderly and efficient conduct of its
 business including adherence to Company''s policies, the safeguarding of
 its assets, the prevention and detection of frauds and errors, the
 accuracy and completeness of the accounting records and the timely
 preparation of reliable financial information.
 
 (f) the directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 24.  DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
 MECHANISM
 
 The composition of committees has been detailed in Corporate Governance
 Report part of this Report.
 
 The Company has established a vigil mechanism and overseas through the
 committee, the genuine concerns expressed by the employees and other
 Directors. The Company has also provided adequate safeguards against
 victimization of employees and Directors who express their concerns. The
 Company has also provided direct access to the chairman of the Audit
 Committee on reporting issues concerning the interests of co employees
 and the Company.
 
 25. SHARES
 
 a. BUY BACK OF SECURITIES:
 
 The Company has not bought back any of its securities during the year
 under review.
 
 b. SWEAT EQUITY
 
 The Company has not issued any Sweat Equity Shares during the year
 under review.
 
 c. BONUS SHARES
 
 No Bonus Shares were issued during the year under review.
 
 d. EMPLOYEES STOCK OPTION PLAN
 
 The Company has not provided any Stock Option Scheme to the employees.
 
 26. CORPORATE GOVERNANCE
 
 A Separate statement on Corporate Governance along with the Certificate
 on its compliance is given as part of the Annual Reports.
 
 27. ACKNOWLEDGEMENTS
 
 Your Directors acknowledge with a deep sense of gratitude the continued
 support extended by investors, customers, business associates, bankers
 and vendors. Your Directors take this opportunity to thank the
 regulatory and governmental authorities.
 
 Place : New Delhi           Mr. Gokul Tandan         Mr. R.V.Kulkarni
 Date : August 14,2015       Managing Director        Director
 
Source : Dion Global Solutions Limited
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