To, The Members, SURYAKRUPA FINANCE LIMITED
Your Directors have great pleasure in presenting 26TH ANNUAL REPORT alongwith the Audited Balance Sheet and Statement of Profit And Loss, for the year ended 31stMarch, 2013.
1. FINANCIAL RESULTS
The financial Results are briefly indicated below:
(Amt in Rs.)
|PARTIULARS ||YEAR ENDED |
| ||2012-2013 ||2011-2012 |
|Total Income ||1,50,800 ||8,81,700 |
|Total Expenditure ||12,02,502 ||8,66,722 |
|Profit/(Loss) before Taxation ||(10,51,702) ||14,978 |
|Profit/(Loss) after Taxation ||(10,51,920) ||10,485 |
|Profit/(Loss) brought forward ||(10,038,167) ||(10,048,652) |
|Allocations & Appropriations ||1643 || |
|Balance carried to Balance Sheet ||(11,088,444) ||(10,038,167) |
2. REVIEW OF OPERATIONS
The Company has incurred a loss of Rs. 10.52 lacs during the financial year. YourDirectors expects to achieve better performance in the future and taking maximum effortsto control the costs and optimize the results in the coming years.
During the year under review, owing to the accumulated losses, the Directors do notrecommend any dividend.
During the year under review, the Company has not invited or accepted any Deposits fromthe public.
5. PARTICULARS OF EMPLOYEES
There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as set out in terms of the provisions of section 217(2A)of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975as amended.
Mr. Ashvin Thumar and Mr. Ravindra Palkar, Directors retiring by rotation in terms ofprovisions of Articles of Association of the Company and are eligible for re-appointment.The resolutions for their appointment as Directors are proposed in the Notice of AnnualGeneral Meeting for consideration of the members.
Since the Company has no subsidiaries, provision of Section 212 of the Companies Act,1956 is not applicable.
8. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable accounting standardshave been followed along with proper explanation relating to material departures.
ii. That 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 Loss of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going concern basis.
9. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION
Since the Company is not a manufacturing unit provisions of Section 217(1)(e) of theCompanies Act, 1956, read with the Companies (Disclosure of Particulars in the Report ofBoard of Directors) Rules, 1988 regarding conservation of energy, technology absorption isnot applicable.
10. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL
The Board recommends M/S. Gupta Saharia & Co, Chartered Accountant as StatutoryAuditors of the Company for the financial year 2013-2014, who have also confirmed thattheir appointment shall be within limits specified under section 224 (1B) of the CompaniesAct, 1956.
Necessary resolution for their appointment has been proposed in the Notice of AnnualGeneral Meeting for the consideration of the members of the Company.
12. AUDITORS REPORT:
Since notes to account are self explanatory, no further explanation is given by theBoard as such.
13. COMPLIANCE CERTIFICATE:
The Company has obtained Compliance Certificate pursuant to provisions of Section 383Aof the Companies Act, 1956 from Mandar Palav, Practising Comapany Secretary and is annexedhereto.
14. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separatesection titled Corporate Governance Report is attached to this Report.
15. MANAGEMENT DISCUSSION AND ANALYSIS
A report on Mangement Discussion and Analysis(MDA), which forms part of the report,interalia, deals adequately with the operation as also current and future outlook of thecompany.
16. LISTING OF SHARES:
The Companys shares are listed on the BSE Limited. Further, the Shares of theCompany are delisted from Ahmedabad Stock Exchange Limited pursuant to its letter no.ASEL/2013-14/390 dated July 22, 2013 after complying with all the rules and regulations.
Your Company and its Directors wish to sincerely thanks all the customers, banks,creditors etc. for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.
| ||By order of the Board |
| ||SURYAKRUPA FINANCE LIMITED |
|DATE:02nd August, 2013 ||Sd/- |
|PLACE: Mumbai ||DIRECTORS |
Regn.No. of the Company : L99999MH1986PLC041487
Authorised Capital : Rs.2,50,00,000/-
Paid Up Capital : Rs. 10,000,000/-
To, The Members SURYAKRUPA FINANCE LIMITED
We have examined the registers, records, books and papers of SURYAKRUPA FINANCE LIMITEDhaving its Registered Office situated at Mafatlal House, 5th Floor, BombayReclamation, Mumbai (the Company) as required to be maintained under the Companies Act,1956, (the Act) and the rules made there under and also the provisions contained in theMemorandum and Articles of Association of the Company, for the financial year ended on 31stMarch, 2013 (Financial Year). In our opinion and to the best of our information andaccording to the examinations carried out by us and explanations furnished to us by thecompany, its officers and agents, we certify that in respect of the aforesaid financialyear:
1. The Company has kept and maintained all registers as stated in AnnexureA to this certificate, as per the provisions of the Acts and rules made thereunder and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure Bto this certificate, with the Registrar of Companies, Regional Director, CentralGovernment, Company Law Board or other authorities within the time limit prescribed underthe Act and rules made there under in Annexure B.
3. The Company, being a Public Limited Company, comments under Section 3(1)(iii) of theCompanies Act, 1956, applicable to private company are not required.
4. The Board of Directors duly met 6 (Six) times respectively on 16.04.2012,30.07.2012, 01.09.2012, 30.10.2012,14.02.2013 and 06.03.2013 and in respect of thesemeetings proper notices were given and the proceedings were properly recorded and signedin the Minutes Book maintained for the purpose.
5. The Company has closed its Register of Members during the financial year underreview however the notice of book closure is not published in the news paper as requiredunder section 154 of the Act.
6. The Annual General Meeting for the Financial Year ended 31st March, 2012was held on 29th September, 2012 giving due notice to the members of theCompany and the resolutions passed there at were duly recorded in Minutes Book maintainedfor the purpose.
7. No Extra ordinary meeting(s) were held during the financial year.
8. As per the information available and documents provided by the Company, it has notgiven loans to persons referred to in the Section 295 of the Act.
9. The Company has not entered into any contract under the provisions of section 297 ofthe Act are applicable.
10. The Company has complied with the necessary provisions and procedures wherevernecessary in respect of transaction for which entries are required to be made in theregister maintained under section 301 of the Act.
11. As there were no instances falling under the preview of Section 314 of the Act, theCompany has not obtained any approvals from its Directors, members or the CentralGovernment as the case may be.
12. The Company has not issued any duplicate share certificates during the financialyear under review.
13. The Company has:
(i) delivered all certificate on lodgment of transfer/transmission of shares aftercomplying with procedures of the act. There was no allotment of shares during the yearunder review.
(ii) not deposited any amount in a separate Bank Account as no dividend was declaredduring the financial year under review.
(iii) not posted warrants to any member of the Company as no dividend was declaredduring the financial year under review.
(iv) the Company is not required to transfer amounts in respect of unpaid dividendaccount, application money due for refund, matured deposits, matured debentures and theinterest accrued thereon which have remained unclaimed or unpaid for a period of sevenyears to Investor Education and Protection Fund as the company do not have any of theamount lying in any of the above referred five accounts.
(v) generally complied with the requirements of section 217 of the Act.
14. The Board of Directors of the Company is duly constituted and the appointments ofDirectors, Resignation of Directors and Directors to fill casual vacancy have been dulymade during the financial year.
15. The Company has not appointed any managerial persons during the period under reviewpursuant to section 269 read with Schedule XIII under the Act.
16. The company has not appointed any sole-selling agents during the financial yearunder review.
17 The Company was not required to obtain any approvals of the Central Government,Company Law Board, Regional Director, the Registrar of Companies or such other authoritiesprescribed under the various provisions of the Act.
18. The directors have disclosed their interest in other firms and companies to theBoard of Directors pursuant to the provisions of the Act and the rules made there under.
19. The Company has not issued any shares during the financial year under review.
20. The Company has not bought back any shares during the financial year ending 31stMarch, 2013.
21. The Company has no preference share capital or debentures and as such there was noredemption of preference shares or debentures during the financial year.
22. There were no transactions necessiting the Company to keep in abeyance the rightsto dividend / rights shares and bonus shares pending registration of transfer of shares.
23. The Company has not invited / accepted any fresh deposits from the public includingany unsecured loans falling within preview of sections 58A of the Act during the financialyear under review.
24. The Company has not made any fresh borrowing during the financial years within theprovisions of section 293(1)(d) of the Act.
25. The Company has not made any fresh loans to or investments in other bodiescorporate.
26. The Company has not altered the provisions of the memorandum with respect tosituation of the companys registered office from one state to another during thefinancial year under scrutiny.
27. The Company has not altered the provisions of the memorandum with respect to theobjects of the Company during the financial year under scrutiny.
28. The Company has not altered the provisions of the memorandum with respect to nameof the company during the financial year under scrutiny.
29. The Company has not altered the provisions of the memorandum with respect to sharecapital of the company during the financial year under scrutiny.
30. The Company has not altered its articles of association during the financial yearunder review.
31. There was no prosecutions initiated against or show cause notices received by thecompany during the financial year under review for offences under the Act.
32. The Company has not received any amount as security from its employees during thefinancial year under certification.
33. As informed by the client, provisions of Provident Fund Act are not applicable tothe Company and as such during the financial year no amount has been contributed from anyemployee or from the employer to the Provident Fund.
C.P. No. 11623
Date: 02nd August, 2013
Registers maintained by the Company
1. Register of Members u/s 150 of the Act.
2. Register and Returns u/s 163 of the Act.
3. Books of Accounts and other Records u/s 209 of the Act.
4. Register of Directors u/s 303 of the Act.
5. Register of Directors Shareholding u/s 307 of the Act.
6. Register of Contracts u/s 301.
7. Register of Charges.
Forms and Returns as filed by the Company with the Registrar of Companies during thefinancial year ending on 31st March 2013.
|Form No./Return ||SRN No. ||Date of filing |
|1 Form 23B ||S13062740 ||08/08/2012 |
|2 Form 20B as on 31.03.2012 ||Q03592755 ||29/11/2012 |
|3 Form 66 as on 31.03.2012 ||Q04846895 ||24/12/2012 |
|4 Form 23AC & Form 23ACA as on 31.03.2011 ||P87477089 ||25/05/2012 |
|5 Form 23AC & Form 23ACA as on 31.03.2012 ||Q05912324 ||15/01/2013 |
Date: 02nd August, 2013