Suryakrupa Finance Ltd Directors Report.

To, The Members,

SURYAKRUPA FINANCE LIMITED

Your Directors have great pleasure in presenting 32nd ANNUAL REPORT along with the Audited Balance Sheet and Statement of Profit And Loss, for the year ended 31st March, 2019.

SUMMARISED FINANCIAL HIGHLIGHTS:

The financial Results of the Company are briefly summarized as under:

PARTICULARS YEAR ENDED (in Rs.)
2018-19 2017-18
Total Income 0 0
Total Expenditure 777,008.00 565,602.00
Profit/(Loss) before Taxation (777,008.00) (565,602.00)
Profit/(Loss) after (777,008.00) (565,602.00)
Taxation
Profit/(Loss) brought forward (13239412) (12673810)
Allocations & Appropriations 0 0
Balance carried to Balance Sheet (14016420) (13,239,412)

REVIEW OF OPERATIONS& OTHERS:

The Company has made Loss of Rs. 777,008.00/- during the current year as against Loss of Rs. 565,602.00/- during the previous year, the cause of which being increase in expenditures. Your Directors expects to achieve the pace of better performance in the future by taking maximum efforts to control the costs and optimize the results in the coming years.

DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

TRANSFER TO RESERVES:

The company has not transferred any amount to any specific reserve during the year.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2019 was Rs.1.00 Crore. During the year under review the company has not issued any shares or any convertible instruments.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding as on the date of the balance sheet.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As Compliance of Schedule V(B) of SEBI (LODR) Regulations,2015 a separate report on Management Discussion and Analysis is given.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The paid up equity share capital of the Company is not exceeding rupees ten crores and net worth is not exceeding rupees twenty five crores, as on the last day of the previous financial year, the Company has decided not to follow with the corporate governance provisions of SEBI (LODR) Regulations, 2015, hence the report prescribed under Schedule V (C) is not part of this report. However The Company has endeavored to follow voluntarily corporate governance principles during the previous financial year.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 to Bombay Stock Exchange (BSE) where the Companys securities are listed.

DEMATERIALISATION OF SHARES:

55.61% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2019 and balance 44.39% is in physical form. The Companys Registrars is M/s.Link Itime India Pvt. Ltd., C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083.Tel No.: +91 22 49186270 Fax: +91-22-49186060, Email Id: rnt.helpdesk@linkintime.co.in, Website: www.linkintime.co.in .

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 5 times during the financial year from 1st April, 2018 to 31st March, 2019. The Meetings of Board of Directors were held on 17/05/2018, 09/08/2018, 01/09/2018, 03/11/2018 and 11/02/2019.

AUDIT COMMITTEE

Audit committee constituted by the Board of Directors consists of three directors majority of them are independent directors. The composition of audit committee is:

Mr. Dharmesh K. Barot Chairman
Mr. Amar N. Pal Member
Mr. Ashok Kumar Dudi Member

The committee duly met 4 times during the financial year from 1st April, 2018 to 31st March, 2019. The meeting were held on 08/05/2018, 26/07/2018, 26/10/2018 and 01/02/2019.

NOMINATION & REMUNERATION COMMITTEE

The Composition of nomination & remuneration committee is:

Mr. Amar N. Pal Chairman
Mr. Dharmesh K. Barot Member
Mr. Narendrasinh D. Rana Member

The committee duly held 1 meeting during the financial year from 1st April, 2018 to 31st March, 2019. The meeting were held on 13th August, 2018.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of stakeholders relationship committee is:

Mr.Narendrasinh D. Rana Chairman
Mr. Amar N. Pal Member
Mr.Maulin B. Acharya Member

The committee duly met 4 times during the financial year from 1st April, 2018 to 31st March, 2019. The meeting were held on 11/04/2018, 13/07/2018, 16/10/2018 & 17/01/2019.

Details of directors or KMP who were appointed or have resigned during the year:

Name & designation of Date of appointment Date of resignation
Director/KMP
AKANSHA 01/09/2018
PITHALIYA
company secretary
Yagnavalkya 31/08/2018
Joshi
company secretary
Nidhi gomber 01/09/2018
Women director

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5)(c) of the Companies Act, 2013, Directors hereby confirm the following:

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 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) 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 irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DECLARATION BY AN INDEPENDENT DIRECTOR(S):

The Company has received necessary declaration from all the independent directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section(6) of the Section 149 of the Companies Act, 2013.

STATUTORY AUDITORS AND AUDIT REPORT:

The Company has received a recommendation from Audit Committee about re-appointment of M/s. Mayur Shah & Associates, Chartered Accountants, Ahmedabad and Certificate from them about their eligibility for appointment as Statutory Auditors in accordance with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 read with third proviso of Section 139(2) of the Companies Act, 2013.Hence on the recommendation of audit committee your Directors propose M/s. Mayur Shah & Associates, Chartered Accountants, to be re-appointed as Statutory Auditor of the Company for the Financial Year 2019-20.The Auditors report does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications/comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

SECRETARIAL AUDITORS:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report

Annexure- A.

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your directors have appointed M/s. Jogi Dipak & Co., Company Secretary, Gandhidham as Secretarial Auditor of the Company.

There is no qualification and adverse remarks except the name of the Company is suggestive of financial activities, but the Company is not NBFC and has not carried any finance activities. The Company had not changed its main object clause however the Company had added logistics and transportation business in main object clause of the Company. Due to liquidity crunch the Company is not in position to carry on NBFC activities. The Company have no intention to close NBFC business at present.

Auditors observations are suitably explained in notes to the Accounts and are self-explanatory.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:

Since the Company is not a manufacturing unit provisions of Section 134 (3)(m) of the Companies Act, 2013, read with rules 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Corporate Social Responsibility is not applicable to your Company, hence the Company has not developed and implemented any Corporate Social Responsibility policy and committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://suryakrupafinance.in/whitl.pdf.

RELATED PARTY TRANSACTIONS:

There were contracts or arrangements entered into by the Company in accordance with the provisions of Section 188 of the Companies Act, 2013 during the year under review. The details of related party transactions and material related party transactions were disclosed in schedule of financials.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company has taken loan from Directors; the details of same are mentioned in financials of the Company.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website athttp://suryakrupafinance.in/policy.pdf. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as

Annexure-B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were 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.

PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 197 of the Companies Act, 2013, read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time to time.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Mr. YAGNAVALKYA MUNINDRA JOSHI resigned from the post of company secretary and compliance officer w.e.f 31/08/2018. The Company at its meeting held on 01/09/2018 appointed Mrs. AKANSHA PITHALIYA as Company Secretary and Compliance Officer.

REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

None of Directors, Except Key Managerial Personnel (KMP) / Employees has been paid any remuneration during the last financial year. The Details of remuneration paid to KMP is mentioned in Schedules of financials.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

THE CHANGE IN NATURE OF BUSINESS:

No change in the nature of the business of the Company done during the year.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

No company has become or ceased to be its subsidiary, joint ventures or associate company during the year under review.

THE NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR, SEXUAL HARASSMENT IN THE LAST FINANCIAL YEAR AND THOSE PENDING AS ON THE END OF THE FINANCIAL YEAR.

Category No. of Complaints field during the financial year No. of Complainants pending as on end of the financial year
Child labour/forced labour/ Involuntary labour Nil Nil
Sexual harassment of women a workplace Nil Nil
(Prevention, Prohibition and Redressal) Act, 2013.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Companys policy relating to appointment of Directors, payment of Managerial Remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is available at web site at http://suryakrupafinance.in/nomination.pdf.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and Regulation 17 (10) of the Listing Agreement, the performance evaluation was carried out as under:

The Board:

The Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings held on 01/02/2019, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was good.

Committees of the Board:

The performance of the Audit Committee, and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement.

Individual Directors:

a) Independent Directors:

The performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director has brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

b) Non-Independent Directors:

The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, theirperformance was also evaluated by the Board of Directors. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

COMPLIANCE WITH ALL THE APPLICABLE SECRETARIAL STANDARDS

During the year, the Company has complied with all the applicable Secretarial Standards.

Details in respect of frauds reported by auditors

During the year no Frauds are reported by the auditor under sub section 12 of section 143, other than those which are reportable to the Central Government.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There is no order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

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 statement relates and the date of this report.

ACKNOWLDEGEMENTS

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thanks the shareholders for the confidence reposed by them in the Company and for the continued support and co-operation extended by them.

By Order Of the Board

SURYAKRUPA FINANCE LIMITED.

SD/- SD/-
(Ashok Kumar Dudi) (Narendrasinh D. Rana)
Chairman &M. D. DIRECTOR& CFO
DIN. 02579317 DIN. 02543871
Date:4th September,2019 Place: Gandhidham.