suryo foods & industries ltd share price Directors report


SURYO FOODS & INDUSTRIES ETMTTED

Dear Members,

Your Directors have pleasure in presenting the 34thAnnual Report on the business and operations together with the Audited Accounts for the financial year ending 31stMarch, 2023. The performance of the Company for the financial year ended on 31stMarch,2023is summarized below:

1. FINANCIAL HIGHLIGHTS:

The summarized financial results of our Company for the Financial Year ending 31stMarch,2023are detailed hereunder:

(Amount in ‘000 Rs.)

Particulars

2022-23

2021-22

a)

Revenue from Operations (net)

-

-

b)

Other Income/Gain (Losses)

4,247

453

c)

Total Income

4,247

453

d)

Less- Expenses

5,861

4,098

d)

Profit/Loss before exceptional items and Tax

(1,614)

(3,645)

e)

Less- Exceptional Items

-

-

f)

Profit/Loss before Tax

(1,614)

(3,645)

g)

Provision for Tax

-

-

Current Tax

-

-

Deferred Tax

(10)

187

h)

Profit/Loss after Tax

(1,604)

(3,832)

i)

Proposed Dividend

-

-

j)

Transfer to General Reserve

-

-

k)

Earnings Per Share (Basic & Diluted)

(0.41)

(0.97)

Note: Previous years figures are regrouped wherever necessary.

2. SUMMARY OF OPERATION:

During the financial year the company has no revenue from operation as like the previous year. The Company has incurred a loss of Rs. 16,14,000/- as compared to the previous years loss of Rs. 36,45,000/-. The depreciation charged during the year is Rs. 23,34,000/- as compared to previous year of Rs. 23,99,000/-.

3. STATE OF AFFAIRS OF THE COMPANY:

During the financial the company has not done any operational activities. The Directors of the Company are putting their best effort not only to regain the operations of the company but also to improve the performance of the company by keeping the interest of the stakeholders as well as customers and society as a whole.

4. DEPOSITS:

The Company has not accepted any public deposits during the financial year ended 31stMarch,2023.

5. DIVIDEND:

As during the financial year, the Company has incurred loss and the Company is also having accumulated losses, so the Board of Directors of your Company has not recommended any divided, for the financial year .

6. TRANSFER TO GENERAL RESERVE:

During the financial year ending on 31st March 2023, the Company does not propose to transfer any amount to the General Reserve.

7. DECLARATION BY THE DIRECTORS:

(i) Declaration by Independent Directors

The Company has received necessary declaration from all the independent Director.

Under Sec 149(7) of Companies Act 2013, that they meet the criteria of independence laid down under section 149(6) of Companies Act 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The declaration of Independence was submitted by all the Independent Directors.

(ii) Disclosure of Interest by the Directors

All the Directors have disclosed their interest in other entities, as required under the provisions of Section 184 (1) of the Companies Act 2013, read with rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014, in Form No MBP-1.

(iii) Disclosure of Disqualification by the Directors

All the Directors of the Company has given the declaration that they are not disqualified to act as Director of the Company, pursuant to the provisions of Section 164 (1) of the Companies Act 2013, read with rule 14(1) of Companies (Appointment and Qualification of Directors) Rule, 2014.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of Business of the Company.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not made any loans, guarantees or investments under Section 186 of the Companies Act, 2013.

10. SECRETARIALSTANDARDS:

During the year under reviewthe Company has complied with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

11. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company, pursuant to sub-section 3 (a) of Section 134 and the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2022-23 in the Form MGT-7 has been uploaded on Companys website.

12. CORPORATE GOVERNANCE:

As required by Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on corporate governance & the Certificate of the auditors is enclosed as an annexure to the Boards Report in Annexure-A.

13. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

M/s. Sanjit Mohanty & Co., Chartered Accountants (Firm Registration No. 328858E) has been appointed as the Statutory Auditor of the Company in the 33rd AGM for a period of Five financial years up to the conclusion of the 38th AGM.

There are no qualifications, reservation, adverse remark or disclaimer made by the statutory auditor in his report.

14. COST AUDIT:

As per the provision of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rule, 2014, Cost Audit was not applicable to the Company during the Financial Year.

15. SECRETARIAL AUDITOR:

M/s. Saroj Ray and Associates, Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the Financial Year as required under Section 204 of the

Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year forms part of the Annual Report as Annexure to the Board Report in Annexure-B.

There are no qualifications, reservations, adverse remark or disclaimers made by the secretarial auditor in the Secretarial Audit report.

The Board has re-appointed M/s. Saroj Ray and Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the Financial Year.

16. INTERNAL AUDITOR:

M/s. AASA & Associates, Practicing Chartered Accountants was appointed as the Internal Auditor of the Company to conduct the Internal Audit for the Financial Yearas required under Section 138 of the Companies Act, 2013 and Rules there under. The Board has re-appointed M/s. AASA and Associates, Practicing Chartered Accountants as the Internal Auditor of the Company for the Financial Year2023-24.

17. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The particulars as prescribed under sub-section (3)(m) of 134 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings & Outgo is ‘NIL during the year.

18. RELATED PARTY TRANSACTIONS:

During the financial year, the company has entered into transactions with related parties at an Arms Length basis. The details of the related party transactions are mentioned in AOC-2 which is attached to the boards report in Annexure-D.

19. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATES:

There is no Subsidiary, Joint Venture or Associates of the Company.

20. CORPORATE SOCIAL RESPONSIBILITIES COMMITTEE:

The Company is not required to constitute a Corporate Social Responsibility Committee as our Company is not coming under the Criteria as stipulated under the Section 135(1) of the Companies Act, 2013.

21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying as unpaid or unclaimed amount for a period of seven years. Therefore the Company is not required to transfer any funds to the Investor Education and Protection Fund (IEPF).

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no such material changes and commitments affecting the financial position of the company from the date of closure of accounts up to the date of the Board report.

23. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companies Policies, the safeguarding of its assets, prevention and detection of frauds and errors, and the timely preparation of reliable financial disclosure.

24. RISKMANAGEMENT POLICY:

The Board is of the opinion that, risk is an inseparable element from business which may threaten the existence of the Company so adequate measures have been taken to minimize the quantum of risk element.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and Material order passed by the regulator or courts or tribunals impacting the going concern status and companys operations in future.

26. MANAGEMENTS DISCUSION AND ANALYSIS REPORT:

Managements Discussion and Analysis for the financial year under review, as stipulated under Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section as Annexure- E forming part of the Annual Report.

27. PARTICULARS OF EMPLOYEES:

During the financial year, following disclosures are required in respect of following employees:

Sl.

No

Employee

Name

Designation

Remuner

ation

received

Qualificati

on

Age

(in

years)

Date of

commencement of employment

1

Mr. Bikash

Kumar

Sahoo

Chief

Financial

Officer

2,78,400

MBA

39

12.11.2019

2

Ms.

Manisha

Satapathy

Company Secretary and Compliance Officer

2,52,000

Company

Secretary

30

20.09.2019

28. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received by the internal committee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015 the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees, and of all the individual Directors based on various parameters relating to roles, responsibilities, and obligations of the Board, the effectiveness of its functioning, the contribution of Directors at meetings and the functioning of its Committees. The directors expressed their satisfaction with the evaluation process:

30. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) OF THE COMPANIES ACT, 2013:

The Financial Statements are prepared in accordance with the applicable Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with rules issued thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as modified by SEBI Circular No. CIR/CFD/FAC/62/2016 dated 05thJul, 2016.

The Directors confirm that:

(a) In the preparation of annual accounts for the financial year ended 31stMarch, 2023, the applicable accounting standards have 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 record in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(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;

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

31. DETAILS OFAPPLICATIONMADE OR PROCEEDING UNDER PENDINGUNDER INSOLVANCY ANDBANKRUPTCY CODE 2016.

During the year under review, there were no application made or proceeding pending in the name of the Company under Insolvency and Bankruptcy Code 2016.

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FRON BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

Acknowledgement:

The Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders clients, Bank, Central &State government, the companys valued investors and all other business partner for their continued co-operation and excellent support received during the year.

For and on behalf of the Board Suryo Foods & Industries Limited

Sd/-

Date: 14.08.2023

Amarendra Dash

Place: Bhubaneswar

Chairman cum Managing Director DIN: 00583036