To The Members, SOLIS MARKETING LIMITED
Your Directors have pleasure in presenting before you the 36th Annual Report
of the Company together with the Audited Statements of Accounts for the year ended 31st
March, 2021.
FINANCIAL RESULTS:
| S. No. Particulars |
2020-21 |
2019-20 |
| 1. Total Income/Loss |
2,558,355.00 |
2,251,974.00 |
| 2. Less: Total Expenses |
2,427,210.18 |
2,069,103.56 |
| 3. Profit Before Tax |
131,144.82 |
182,870.44 |
| 4. Tax Expenses |
56,733.88 |
46,934.25 |
| 5. Profit/Loss after Tax |
74,410.94 |
135,936.19 |
FINANCIAL PERFORMANCE
During the year under review, the Companys income is Rs. 2,558,355.00/- as against
income of Rs. 2,251,974.00/- in 2019-20. The net profit after tax during the year has been
Rs. 74,410.94/- as against the net profit of Rs. 135,936.19/- in the previous year.
DIVIDEND
To plough back the profits in to the business activities, no dividend is recommended
for the financial year 2020-21.
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control, including monitoring
procedures, to ensure that all assets are safeguarded against loss from unauthorized use
or disposition. Company policies, guidelines and procedures provide for adequate checks
and balances and are meant to ensure that all transactions are authorized, recorded and
reported correctly.
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management and has
developed a Risk Management Policy. The Policy provides identifying internal and external
risks and implementing risk mitigation steps.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees 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 is annexed herewith as Annexure to this Report. The information
required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company,
will be provided on request. In terms of Section 136 of the Act, the reports and accounts
are being sent to the members and others entitled thereto, excluding the information on
employees particulars mentioned in rule 5(2) of the said rule which is available for
inspection by the Members at the Registered Office of the Company during the business
hours on working days of the Company upto the date of ensuing Annual General Meeting. If
any Member is interest in inspecting the same, such Member may write to the Compliance
officer in advance.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2021, provision of
section 129 of the Companies Act, 2013 is not applicable.
STATE OF COMPANY AFFAIRS:
There are no order against the Company and the smooth running of business enhancing the
profitability of the company.
STATUTORY AUDITORS
The Board has appointed M/s. K A S G & Associates, Chartered Accountants, Chartered
Accountants (Firm Registration number 023713C), as Statutory Auditors of the Company to
hold office from the conclusion of this Annual General Meeting till conclusion of 40th
Annual General Meeting and to authorize the Board to fix their remuneration, to the effect
that their appointment if made, will be within the limits as prescribed under the
provisions thereof.
AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are
self-explanatory and therefore, in the opinion of the Directors, do not call for further
comments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT 9 has been annexed to the Report as
Annexure -I.
CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review. There was no
foreign exchange earning & outgo during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES: a) Changes in Directors and Key Managerial Personnel
During the year under review, Mr. Dharmendra was appointed as the additional director
of the company w.e.f 02.02.2020. There was no change in the composition of Board of
Directors during the financial year under review.
b) Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and Listing
Agreement.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee.
SEXUAL HARASSMENT:
The Company has zero tolerance for Sexual Harassment at workplace and has adopted a
Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules
made there under. There was no complaint on sexual harassment during the year under
review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
BOARD MEETINGS
During the year Six Board Meetings were convened. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
| S No. Date of Board Meetings |
Number of Directors Present |
| 1 17.06.2020 |
4 |
| 2 29.07.2020 |
4 |
| 3 31.08.2020 |
4 |
| 4 14.09.2020 |
4 |
| 5 11.11.2020 |
4 |
| 6 11.02.2021 |
4 |
EXTRA ORDINARY GENERAL MEETING
During the year under Review, No Extra Ordinary General Meeting were held.
COMMITTEES OF THE BOARD OF DIRECTORS (a) AUDIT COMMITTEE
The Board of Directors of the Company has duly constituted the Audit Committee of the
Company consisting three Directors out of which two are Non Executive and Independent
Director of the Company. All the Directors have good knowledge of Finance, Accounts and
Company Law. All the Members on the Audit Committee have the requisite qualification for
appointment on the Committee and possess sound knowledge of finance, accounting practices
and internal controls.
Meetings of Audit Committee and their Attendance:
During the year, four Meetings were convened on 29.07.2020, 14.09.2020, 11.11.2020 and
11.02.2021. The intervening gap between the Meetings was within the period prescribed
under the Companies Act,
The composition of the Audit Committee as at March 31, 2021:
| Sr. No. Name of the Director |
Designation |
Category |
No. of Meetings Attended |
| 1. Mr. Virender Singh Rana |
Chairman |
Independent Director |
4 |
| 2. Mr. Rahul Kumar |
Member |
Non- Executive Director |
4 |
| 3. Ms. Nanki Kachhap |
Member |
Independent Director |
4 |
Role of Audit Committee
The terms of reference of the Audit Committee are given below:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers
necessary.
5. Oversight of the companys financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible.
6. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees.
7. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors.
8. Reviewing, with the management, the annual financial statements before submission to
the board for approval, with particular reference to:
a. Matters required to be included in the Directors Responsibility Statement to be
included in the Boards report in terms of clause (c) of sub section (3) of section 134 of
the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same c.
Major accounting entries involving estimates based on the exercise of judgment by
management Significant adjustments made in the financial statements arising out of audit
findings
d. Compliance with listing and other legal requirements relating to financial
statements
e. Disclosure of any related party transactions f. Qualifications in the draft audit
report.
9. Reviewing, with the management, the quarterly financial statements before submission
to the board for approval
10. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring
the utilisation of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter.
11. Reviewing, with the management, performance of statutory and internal auditors, and
adequacy of the internal control systems.
12. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
13. Discussion with internal auditors any significant findings and follow up there on.
14. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board.
15. Discussion with statutory auditors before the hences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
16. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non payment of declared dividends) and
creditors.
17. To review the functioning of the Whistle Blower mechanism, in case the same is
existing.
18. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications, experience & background, etc. of the candidate.
19. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee. 20. Mandatorily reviews the following information: a. Management
discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the audit
committee), submitted by management; c. Management letters / letters of internal control
weaknesses issued by the statutory auditors; d. Internal audit reports relating to
internal control weaknesses; and e. The appointment, removal and terms of remuneration of
the Chief internal auditor shall be subject to review by the Audit Committee 21. Review
the Financial Statements of its subsidiary company, if any.
22. Review the composition of the Board of Directors of its Subsidiary Company, if any.
23. Review the Vigil mechanism (whistle blowing) policy.
24. Review the use/application of funds raised through an issue (public issues, right
issues, preferential issues etc) on a quarterly basis as a part of the quarterly
declaration of financial results. Further, review on annual basis statements prepared by
the Company for funds utilized for purposes other than those stated in the offer document.
In addition, to carry out such other functions/powers as may be delegated by the Board
to the Committee from time to time.
(b) . STAKEHOLDERS RELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the
Listing Agreement, the Board has duly constituted the "Stakeholders Relationship
Committee".
The composition of the Shareholders Relationship Committee as at March 31, 2021:
| Sr. No. Name of the Director |
Designation |
Category |
No. of Meetings Attended |
| 1. Mr. Virender Singh Rana |
Chairman |
Independent Director |
4 |
| 2. Mr. Rahul Kumar |
Member |
Non- Executive Director |
4 |
| 3. Ms. Nanki Kachhap |
Member |
Independent Director |
4 |
During the year, four Meetings were convened on 29.07.2020, 14.09.2020, 11.11.2020 and
11.02.2021. The intervening gap between the Meetings was within the period prescribed
under the Companies Act,
The terms of reference of the Committee are:
Transfer/transmission of shares/debentures and such other securities as may be issued
by the Company from time to time; issue of duplicate share certificates for
shares/debentures and other securities reported lost, defaced or destroyed, as per the
laid down procedure; issue new certificates against subdivision of shares, renewal, split
or consolidation of share certificates / certificates relating to other securities;
issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue
made by the Company, subject to such approvals as may be required; to grant Employee Stock
Options pursuant to approved Employees Stock Option Scheme(s), if any, and to allot
shares pursuant to options exercised; to issue and allot debentures, bonds and other
securities, subject to such approvals as may be required; to approve and monitor
dematerialization of shares / debentures / other securities and all matters incidental or
related thereto; to authorize the Company Secretary and Head Compliance / other Officers
of the Share Department to attend to matters relating to non-receipt of annual reports,
notices, non-receipt of declared dividend / interest, change of address for correspondence
etc. and to monitor action taken; monitoring expeditious redressal of investors /
stakeholders grievances; all other matters incidental or related to shares, debenture The
details of investor complaints received and resolved during the period April 1, 2020 &
March 31, 2021 is as under:
| No. of Investor Complaints received from April 1, 2020 to - March 31, 2021 |
No. of Investor Complaints resolved from April 1, 2020 to March 31,
2021 |
No. of Investor Complaints pending at the end of March 31, 2021 |
| NIL |
NIL |
NIL |
(c) NOMINATION AND REMUNERATION COMMITTEE
In compliance with Section 178 of the Companies Act, 2013, the Board has constituted -
the "Nomination and Remuneration Committee has been constituted.
Composition
| Sr. No. Name of the Director |
Designation |
Category |
No. of Meetings Attended |
| 1. Mr. Virender Singh Rana |
Chairman |
Independent Director |
4 |
| 2. Mr. Rahul Kumar |
Member |
Non- Executive Director |
4 |
| 3. Ms. Nanki Kachhap |
Member |
Independent Director |
4 |
The composition of Nomination and Remuneration Committee of the Board comprises of
three Directors as at 31st March, 2021:-
Meetings of Nomination and Remuneration Committee and their Attendance:
During the year, four Meetings were convened on 29.07.2020, 14.09.2020, 11.11.2020 and
11.02.2021. The intervening gap between the Meetings was within the period prescribed
under the Companies Act,
Meetings of Nomination and Remuneration Committee and their Attendance:
The terms of reference of the Committee inter alia, include the following:
Succession planning of the Board of Directors and Senior Management Employees;
Identifying and selection of candidates for appointment as Directors / Independent
Directors based on certain laid down criteria;
Identifying potential individuals for appointment as Key Managerial Personnel and to
other Senior Management positions;
Formulate and review from time to time the policy for selection and appointment of
Directors,
Key Managerial Personnel and senior management employees and their remuneration;
Review the performance of the Board of Directors and Senior Management Employees based
on certain criteria as approved by the Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy. This policy is explained in corporate governance report and also
posted on the website of company.
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on 11th November,
2021, inter alia, to discuss:
Evaluation of the performance of Non-independent Directors and the Board of Directors
as a whole.
Evaluation of the performance of the chairman of the Company, taking into account the
viewsof the Executive and Non-executive directors.
Evaluation of the quality, content and timelines of flow of information between the
Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
All the Independent Directors were present at the Meeting.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has not provided Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts.
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board
has on the recommendation of the Nomination & Remuneration Committee framed a Policy
for Selection and appointment of Directors, Senior management and their Remuneration.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Shankar Tayal, Practicing Company Secretary, to undertake the
Secretarial audit of the Company for the Financial Year 2020-21 and the report is attached
herewith.
With reference to the qualifications, we wish to explain that the Company is searching
the best person for the post of Company Secretary and due to in advertent error, some
delay were happened which the company will try to overcome.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators or courts or
tribunals, impacting the going concern status and companys operations in future.
AUDIT OBSERVATIONS
Auditors observations are suitably explained in notes to the Accounts and are
self-explanatory.
HUMAN RESOURCES
There are no employees as on date on the rolls of the Company who are in receipt of
Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and
Companies (Particulars of Employees) Rules, 1975.
During the year under review, relationship with the employees is cordial.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that -
(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, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively. (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.
ACKNOWLEDGEMENT
Directors take this opportunity to express their thanks to various departments of the
Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for
their continued support and guidance. The Directors wish to place on record their
appreciation for the dedicated efforts put in by the employees of the Company at all
levels.
|
|
By Order of the Board of Directors |
|
|
SOLIS MARKETING LIMITED |
|
|
(Formerly Known as Surya MarketingLimited) |
|
Sd/- |
Sd/- |
| Place: New Delhi |
ARUN KUMAR DEY |
VIRENDER SINGH RANA |
| Date: 04/09/2021 |
Director |
Director |
|
DIN: 07561003 |
DIN: 06782773 |
|
21 N.S Road, |
Makan No. 285, |
|
Liluah Howrah |
Gali No. 1, Shalimar Village, |
|
Kokata 711204 |
New Delhi-110088 |
+91-9892691696
