To
The Members
EQUILATERAL ENTERPRISES LIMITED
(Formerly Known as: Surya Industrial Corporation Limited) Meerut
The Board of Directors of your Company has pleasure in presenting 35th
Annual Report of the Company along with Audited Accounts and the Auditors Report for the
Accounting Year ended 31st March, 2022
FINANCIAL PERFORMANCE:
Comparative Figures are as under:
(Amount in Rupees)
| Particulars |
31st March 2022 |
31st March 2021 |
| Revenue from operations |
64,779,743.89 |
3,253,737.34 |
| Other Income |
- |
53,801.00 |
| Total Income |
64,779,743.89 |
3,307,538.34 |
| Expenses |
64,701,824.32 |
3,267,478.98 |
| Profit (Loss) before Depreciation |
77,919.57 |
40,059.36 |
| Net Profit after tax |
77,919.57 |
40,059.36 |
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as required by the Listing Regulations is
incorporated herein by reference and forms an integral part of this report (Annexure
1).
OPERATIONS:
The Company has earned profit before tax of Rs. 77,919.57/- during the financial year
2021-22 as against Rs. 40,059.36/- earned during the previous financial year 2020-21. Net
Profit after tax is Rs. 36,000.00/- as compared to Rs. 39,829.54/- in previous year.
DIVIDEND:
Due to low profit, your directors regret their inability to declare the dividend to
shareholders.
DEPOSITS:
During the year under review, the company has not invited or accepted any Deposits from
the public.
ALLOTMENT OF SHARE:
The Company has not allotted any shares during the year.
OPERATIONS AND PERFORMANCE:
The Equilateral Enterprises Limited in Financial Year 2021-22, recorded a turnover of
Rs. 64,779,743.89/- as compared to Rs. 3,253,737.34/- and other income of Rs. 53,801/- in
Financial Year 2020-21. The PBIT for the Company in Financial Year 2021-22 is Rs. 77,919/-
as compared to Rs. 40,059/- for Financial Year 2020-21. The Company have made inadequate
profit.
TRANSFER TO RESERVES:
Your Company has not transferred any amount in free reserve.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Details of the loans made by the Company to other body corporate or entities are given
in notes to financial statements.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the
Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from
time to time, the Company is required to disclose the ratio of the remuneration of each
director to the median employees remuneration and such other details, however the company
has not paid any remuneration to its
KMP and other Directors during the financial year hence there are no such details for
reporting under this clause.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not met any of the criteria mentioned in the provision of the Section
135 of the Companies Act, 2013 as per the Capital, Turnover & Profit of last three
financial year, hence Corporate Social Responsibility (CSR) committee has not formulate by
the company.
CORPORATE GOVERNANCE:
At Equilateral Enterprises Limited, we ensure that we develop and follow the corporate
governance guidelines and best practices sincerely to not just boost long-term shareholder
value, but to also respect minority rights. We consider it our inherent responsibility to
disclose timely and accurate information regarding our financials and performance, as well
as the leadership and governance of the Company.
Pursuant to the obligations to adhere to the compliance with the compliances of Clause
49 of Listing Agreement amended (under Regulation 27(2) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Corporate Governance Report and the Auditors Certificate regarding compliance of
conditions of Corporate Governance are annexed to this report (Annexure IV).
BOARD OF DIRECTORS:
During the year the Board of Company comprises of the following Directors:
| Mr. Pratikkumar Sharad Kumar Mehta - |
Managing Director |
| Ms. Bhavi Jitendra Sanghavi - |
Independent Director (Women Director) |
| Mr. Naitik Devendra Kumar Shah - |
Independent Director |
RE-APPOINTMENT/(RETIRE BY ROTATION):
There is no Re-appointment/Retire by rotation at the ensuing AGM, None of the Directors
are liable to be retire by rotation this year as per the Article of Articles of the
Company and Sub-Section 6 and 7 of Section 152 of Companies Act, 2013.
APPOINTMENT:
During the Financial Year there was no appointment of any Director or KMP in the
Company.
CESSATION:
During the Financial Year there was no cessation of any director or KMP in the Company.
BOARD MEETINGS:
The Company scheduling of meetings of Board with proper notices and agenda &
calendar is prepared and circulated in advance. The Board met (five) 5 times during the
year 2021-22, the details of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and the Listing Regulations.
SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA:
The Nomination and Remuneration Committee (NRC) works with the Board to determine the
appropriate characteristics, skills and experience for the Board as a whole and its
individual members with the objective of having a Board with diverse backgrounds and
experience in business, education. Characteristics expected of all Directors include
independence, integrity, high personal and professional ethics, sound business judgment,
ability to participate constructively in deliberations and willingness to exercise
authority in a collective manner.
The policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013,
adopted by the Board, are stated in this Board report. We affirm that the remuneration
paid to the directors is as per the terms laid out in the nomination and remuneration
policy of the Company.
FAMILIARISATION AND TRAINING PROGRAMME FOR INDEPENDENT DIRECTORS:
Every new independent director of the Board attended an orientation program. To
familiarize the new inductees with the strategy, operations and functions of our Company,
the executive directors/senior managerial personnel make presentations to the inductees
about the Companys strategy, operations, product and service offerings, markets, software
delivery, organization structure, finance, human resources, technology, quality,
facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and
Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) Provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015;
(e) SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
Further, at the time of appointment of an independent director, the Company issues a
formal letter of appointment.
BOARD EVALUATION:
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors. The Board, through Nomination and Remuneration Committee, sought the
feedback of Directors on various parameters such as:
Degree of fulfillment of key responsibilities towards stakeholders;
The structure, composition and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its Committees;
Effectiveness of the deliberations and process management;
Board/Committee culture and dynamics; and Quality of relationship between Board Members
and the Management.
The Chairman of the Board had one-on-one meeting with the Independent Directors and the
Chairman of NRC had one-on-one meeting with the Executive and Non-Executive Directors.
These meeting were intended to obtain Directors inputs on effectiveness of the
Board/Committee processes.
The Board considered and discussed the inputs received from the Directors. Also, the
Independent Directors at their meeting, reviewed the performance of the Board, Chairman of
the Board and that of Non-Executive Directors.
Meeting of independent Directors was held on 13/02/2022 to evaluate the performance of
Executive Director of the Company.
The evaluation process endorsed the cohesiveness that exists amongst the Board Members,
the Board Members confidence in the ethical standards of the Company, and the openness of
the Management in sharing strategic information to enable Board Members to discharge their
responsibilities.
COMPENSATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT:
Based on the recommendations of NRC, the Board has approved the Remuneration Policy for
Directors, Key Managerial Personnel (KMP) and all other employees of the Company. As part
of the policy, the Company strives to ensure that:
The Remuneration Policy for Directors, KMP and other employees was adopted by the Board
during the F.Y. 2014-15, during the year, there have been no changes to the Policy.
During the year Company has not paid any remuneration to any Directors, Key Managerial
Personnel (KMP).
INDEPENDENT DIRECTORS DECLARATION:
The Company has received the necessary declaration from each ID in accordance with
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the Listing
Regulations.
In the opinion of the Board, the independent directors are, individually, person of
integrity and possess relevant expertise and experience.
1. The Independent Directors under section 149(6) of the Companies Act, 2013 declared
that:
2. They are not a promoter of the Company or its holding, subsidiary or associate
company;
3. They are not directors in the company, its holding, subsidiary or associate company.
4. The independent Directors have/had no pecuniary relationship with company, its
holding, subsidiary or associate company, or their promoters, or directors, during the two
immediately preceding financial years or during the current financial year;
5. None of the relatives of the Independent Directors have or had pecuniary
relationship or transaction with the company, its holding, subsidiary or associate
company, or their promoters, or directors, amounting to two percent. or more of its gross
turnover or total income or fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial years or during the
current financial year;
6. Independent Director, neither himself nor any of his relatives
7. holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed; 8. is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed, of
9. a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
COMMITTEES OF THE BOARD:
Currently, the Board has four committees as follows:
1. Audit Committee,
2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4.
Risk Management Committee
A detailed note on the Board and its committees is provided under the corporate
governance report section in this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS:
The Board of Directors of the Company is responsible for ensuring that Internal
Financial Controls have been laid down in the Company and that such controls are adequate
and operating effectively. The foundation of Internal Financial Controls (IFC) lies in the
Companies Code of Conduct, policies and procedures adopted by the Management, corporate
strategies, annual management reviews, management system certifications and the risk
management framework.
The Company has IFC framework, commensurate with the size, scale and complexity of its
operations. The framework has been designed to provide reasonable assurance with respect
to recording and providing reliable financial and operational information, complying with
applicable laws.
The controls, based on the prevailing business conditions and processes have been
tested during the year and no reportable material weakness in the design or effectiveness
was observed. The framework on Internal Financial Controls over Financial Reporting has
been reviewed by the internal audit team of the company and external auditors.
The Company has its own Internal Audit system, the scope and authority of the Internal
Audit function is to maintain its objectivity and independence by internal audit team of
the company, the Internal Audit function reports to the Chairman of the Audit Committee.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal
control systems in the Company, accounting procedures and policies of the Company. Based
on the report of internal audit function, process owners undertake corrective action(s) in
their respective area(s). Significant audit observations and corrective action(s) thereon
are presented to the Audit Committee.
The Audit Committee reviews the reports submitted by the Internal Audit team annually.
RISK MANAGEMENT:
The Company is open to the elements to uncertainties owing to the sectors in which it
operates. These uncertainties create new business opportunities with intrinsic risks. A
key factor in determining a companys capacity to create sustainable value is the level of
risk that the company is willing to take (at planned and functioning levels) and its
ability to manage them effectively. Many risks exist in a companys operating environment
and they emerge on a regular basis.
The Company has been proactive in adopting new and effective tools to protect the
interests of its stakeholders through establishment of effective Enterprise Risk
Management (ERM). The Companys Risk Management processes focus on ensuring that these
risks are identified on a timely basis and reasonably addressed.
Risk Management Committee (RMC) the company has formulate the RMC but company is not
falling under the criteria of formation of RMC and reporting under RMC.
VIGIL MECHANISM:
The Company has formulated the Whistle Blower Policy and adopted by board for Directors
& Employees, Whistle Blower Policy for Vendors and Whistle Blower Reward and
Recognition Policy for Employees to deal with instance of fraud and mismanagement, if any,
in staying true to our values of Strength, Performance and Passion and in line with our
vision of being one of the most respected companies in India.
The Whistle Blower Policy for Directors & employees is an extension of the
Companies Code of Conducts that requires every Director or employee to promptly report to
the Management any actual or possible violation of the CoC or any event wherein he or she
becomes aware of that which could affect the business or reputation of the Company.
The Whistle Blower Policy for Employees has been implemented in order to whistle on any
misconduct, unfair trade practices or unethical activity taking place in the Company, the
Committee reports to the Audit Committee and the Board.
POLICY FOR EMPLOYEES:
The Whistle Blower Policy for Directors & employees is an extension of the
Companies Code of Conducts that requires every Director or employee to promptly report to
the Management any actual or possible violation of the CoC or any event wherein he or she
becomes aware of that which could affect the business or reputation of the Company.
The Whistle Blower Policy for Employees has been implemented in order to whistle on any
misconduct, unfair trade practices or unethical activity taking place in the Company.
DETAILS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:
There are no related party transactions of loan and borrowings during the year except
the transaction details given in the previous years Directors Report and Balance Sheet
and the said transaction details related to with
There is no materially significant related party transactions between the Company and
the Directors, the management, the relatives except for those disclosed in the financial
statements. Accordingly, particulars of contracts or arrangements with related parties
referred to in Section 188(1) along with the justification for entering into such
contracts or arrangements in Form AOC-2 does not form part of the report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITIONAND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. During the
year, the Company has not received complaint of sexual harassment.
DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls established and maintained by the
Company, work performed by the internal Audit Team, statutory Auditors and secretarial
auditors including audit of internal financial controls over financial reporting by the
statutory auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Companys
internal financial controls were adequate and effective during Financial Year 2021-22.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability confirm:
a) that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
b) that we have 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) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern basis;
e) that proper systems to ensure compliance with the provisions of all applicable laws
were in place and that such systems were adequate and operating effectively; and
f) that proper internal financial controls were laid down and that such internal
financial controls are adequate and were operating effectively.
LISTING:
The securities of the company are listed on the following Stock Exchanges:
Bombay Stock Exchange Limited,
*Delhi Stock Exchange Limited,
(Stock Exchange has been de-recognized vide order dated January 23, 2017)
Ahmedabad Stock Exchange Limited,
*Jaipur Stock Exchange Limited,
(Stock Exchange has been de-recognized vide order no. WTM/RKA /MRD/20/2015dated
23/03/2015)
*Uttar Pradesh Stock Exchange Limited
(Stock Exchange has been de-recognized vide order no. WTM/RKA /MRD/49/2015 dated
09/06/2015)
* Note:
1. SEBI vide Circular dated May 30, 2012 had issued Guidelines for exit of stock
exchanges. This contained details of the conditions for exit of
de-recognised/non-operational stock exchanges including treatment of assets of
de-recognised/non-operational exchanges and a facility of Dissemination Board for
companies listed exclusively on such exchanges, while taking care of the interest of
investors.
2. Whole Time Member, SEBI, has passed an Order on January 23, 2017 providing exit to
Delhi Stock Exchange Limited ("DSE"). DSE is the eighteenth Stock Exchange to
exit under this policy.
3.Whole Time Member, SEBI, has passed an Order vide Order No. WTM/RKA /MRD/49/2015
dated June 9, 2015, providing exit Order in respect of Uttar Pradesh Stock Exchange
Limited
4. Whole Time Member, SEBI, has passed an Order vide order no. WTM/RKA /MRD/20/2015
dated March 23, 2015, providing exit Order in respect of Jaipur Stock Exchange Limited.
LISTING REGULATION:
During the year, SEBI notified the Listing Regulations and the same were effective
December 1, 2015. The Listing Regulations aim to consolidate and streamline the provisions
of the erstwhile listing agreement for different segments of capital markets to ensure
better enforceability. In terms of the Listing Regulations, all listed entities were
required to enter into a new listing agreement with the stock exchanges.
In compliance with the requirement, the Company has executed the listing agreement with
the Stock Exchange.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies as
on March 31, 2021.
The Company has in accordance with Section 129 of the Companies Act, 2013 prepared only
Standalone financial statements of the Company as on 31.03.2022.
Further, the report on the performance and financial position of the subsidiary,
associate and joint venture and salient features of the financial statements in the
prescribed Form AOC-1 does not form part of the report.
AUDITORS:
STATUTORY AUDITORS:
M/s. SRV and Associates, Chartered Accountants, Mumbai (FRN 135901W), has been
appointed as Statutory Auditors of the Company and for a period of five financial years.
Accordingly, requisite resolution forms part of the Notice convening the AGM.
The Auditors have not made any qualification to the financial statement. Their reports
on relevant notes on accounts are self-explanatory and do not call for any comments under
section 134 of the companies Act, 2013.
SECRETARIAL AUDITORS:
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to
annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in
practice, in the prescribed form. The Board of Directors appointed to Mr. Brajesh Gupta,
Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the
Company for Financial Year 2021-22 and their report is annexed to this report (Annexure
- II).
OBSERVATION OF SECRETARIAL AUDIT REPORT
? During the year the company has filed forms on delayed basis, and the Company has not
appointed Whole Time Key Managerial Personnel (Company Secretary and Chief Financial
Officer) under the provision of Companies Act 2013.
Explanation from the management:
The Company is making loss or negligible profit since few years and hence the Company
is not able to give the expected salary to the Company Secretary and also not able to find
the candidate for the Designation of CFO. The Company is still searching suitable
candidate to appoint on designation of KMP in the budget of the company.
? The Company has been suspended from BSE Ltd. on the basis of Surveillance Measure
Basis and the company has not complied with some regulations of SEBI (LODR) Regulations
2015.
Explanation from the management:
The Company is planning to revive itself and to file an application of Revocation of
Suspension with the BSE Ltd.
? The Company has not paid Annual custody fees of the Depositories and also the Annual
Listing Fees of the BSE Stock Exchange.
Explanation from the management:
The Company is facing challenges with respect to earn adequate Profit to cover the
expenses to run the Company. However, the Company is slowly and partially making attempts
to discharge its Liabilities and beginning to make good the defaults of the Company.
EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT 9 as per
provisions of the Companies Act, 2013 and Rules thereto are annexed to this report (Annexure-III).
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
The Bombay Stock Exchange Ltd. vide its Order Number L/DOSS/KM/INV/COM/531262/1 dated
August 25, 2015 given Order for suspension of trading in the Securities of the Company
w.e.f. August 28, 2015. The Board of your company taken on records the same and has
initiated the process of Revocation of suspension and regular trading of the equity shares
of the Company on Bombay Stock Exchange Ltd.
DISCLOSURES AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013:
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:
Considering the nature of the Business of your Company there are no such particulars
which are required to be furnished in this report pertaining to conservation of energy and
technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year the Foreign Exchange earnings and outgo of the Company are amounted to
Rs. Nil.
DEPOSITS:
During the year, the Company has not accepted any public deposits under the Companies
Act, 2013.
DETAILS OF APPLICATION MADE TO OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 of 2016) DURING THE YEAR ALON WITH THE STATUS:
The Company have not made any Application under Insolvency and Bankruptcy Code, 2016
nor there are any proceedings pending under the Insolvency and Bankruptcy Code, 2016
involving Company during the year under Review.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THERE OF:
Our Company have not engaged itself in the valuation during the time of taking loan
from Bank or Financial Institutions and hence there are no difference.
ACKNOWLEDGEMENTS:
We thank our investors/Members, dealers, customers, business associates and bankers for
their continued support during the year and we look forward to their continued support in
the future. We place on record our appreciation of the contribution made by employees at
all levels.
Our resilience to meet challenges was made possible by their hard work, team spirit,
co-operation and support.
|
|
By order of the Board of Directors |
|
|
For, Equilateral Enterprises Limited |
|
(Formerly Known as: Surya Industrial Corporation Limited) |
| Registered office: |
Sd/- |
Sd/- |
| B-9, Industrial Estate |
Naitik Kumar Shah |
Pratik Kumar Mehta |
| Partapur, Meerut, UP 250 103 |
Director |
Managing Director |
|
DIN 06902635 |
DIN-06902637 |
| Place: Surat |
|
|
| Date: 08/09/2022 |
|
|
+91-9892691696
