| Dear Members,
The Directors have pleasure in presenting the Twenty Sixth Annual
Report on the business and operations together with the Audited
Accounts for the financial year ending 31st March'2015. The performance
of the Company for the year ended on 31st March 2015 is summarized
below:
1. Financial Highlights:
The summarized financial results of our operations for the Financial
Year ending 31st March'2015 is detailed hereunder
(Amount in Rs.)
Particulars 2014-15 2013-14
a) Revenue from Operations - -
b) Other Income 30,00,000 4,80,000
c) Total Income 30,00,000 4,80,000
d) Profit/Loss before Interest & 22,27,953 52,654
Depreciation
e) Less Interest - -
f) Cash Surplus(d-e) 22,27,953 52,654
g) Less Depreciation 4,27,200 5,74,571
h) Profit/Loss before Tax 18,00,753 (5,21,571)
i) Provision for Tax - -
j) Profit/Loss after TaX 18,00,753 (5,21,571)
k) Transaction relating to earlier - -
years
l) Proposed Dividend - -
m) Transfer to General Reserve - -
n) Surplus in Profit & Loss Account 18,00,753 -
o) Earnings Per Share( Basic & Diluted) 0.45 (0.13)
Note: Previous year's figures are regrouped wherever necessary.
SUMMARY OF OPERATION
The income of the Company has increased by approximately Rs. 25.20
lakhs as compared to the previous year and incurred Profit of Rs. 18.00
lakhs (Previous Year a loss of Rs. 5.21 Lakhs) during the year,
Pursuant to notification of Schedule II to the Companies Act 2013 with
effect from 1st April 2014, the Company has charged depreciation based
on the useful lives as prescribed under the Schedule II. The
depreciation charge for the Year ended 31st March, 2015 is lower by Rs.
96,000 as compared to the Previous Year.
FUTURE PROSPECTS
After a decade, from 1st April, 2015 the Company has started its
Operation at Gopalpur hatchery. During the Financial year 2015-16, the
Company is expecting that the Sales Turnover will be around Rs. 5.00
Cores and during the first three months of the financial year 2015-16
the turnover of the Company is around Rs. 1.00 cores. The Company is
expecting to get a good return during the financial year.
STATE OF THE COMPANY'S AFFAIRS
The company's overall performance during the financial year was
satisfactory and the Directors were interested not only to increase the
earnings of the company but also to provide qualitative services to its
customer and society and were continuing their efforts on achieving
both the objective for protecting the interest of the stakeholders as
well as its customer & society as a whole.
DEPOSITS
The Company has not accepted any public deposits during the financial
year, so no amount of principal or Interest was outstanding as of the
Balance Sheet date.
DIVIDEND
As during the financial year 2014-15 there was no operation of the
company, so the Directors of the Company has not recommended any
Dividend and the operation of the Company has started from 1st April,
2015, and the Company is expecting a handsome return from the operation
in the coming years, then after the company will declare dividends.
TRANSFER TO GENERAL RESERVE
During the financial year ending on 31st March, 2015, we proposed to
transfer Amount of Rs.18, 00,753 to General Reserve in accordance with
the provisions of Companies (Transfer of profits to Reserves) Rules,
1975. An amount of Rs. (4, 54, 06, 000) is proposed to be retained in
the Surplus.
Declaration by the Directors
Declaration By Independent Directors .
The Company has received necessary declaration from each independent
Directors Under Sec 149(7) of Companies Act 2013, that he meet the
criteria of independence laid down under section 149(6) of Companies
Act 2013 and clause 49 of the listing Agreement. The declaration of
Independency is submitted and taken on record on the Board Meeting held
on 22nd May, 2015.
Disclosure of Interest by the Directors:
The Board noted the disclosure of Interest received from all the
Directors in other companies as on 1st April, 2015 pursuant to the
provisions of Section 184 (1) of the Companies Act 2013 (corresponding
section 299 of the old act), read with rule 9 (1) of the Companies
(Meetings of Board and its Powers) Rules, 2014, in Form No MBP-1 on the
Board Meeting held on 22nd May, 2015
Disclosure of Disqualification by the Directors:
The Board of Directors of the Company received that the general notice
of disqualification of Directors from all the Directors of the Company
for the FY-2015-16 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 on the Board Meeting held on
22nd May, 2015
Extract of Annual Return
In accordance with Section 134(3)(a) of the Companies Act, 2013 an
extract of the Annual Return in Form MGT-9 is attached to the Boards
Report in Annexure-A.
Directors' Responsibility Statement as required under Section 134(3)(c)
of the Companies Act, 2013.
The Financial Statements are prepared in accordance with the General
Accepted Accounting Principles (GAAP) under the historical cost
convention on accrual basis. There were no Material departures from
the prescribed Accounting Standards in the adoption of these Standards.
The Directors confirm that:
(a) In the preparation of annual accounts for the financial year ended
31st March/2015/ the applicable accounting standards have been followed
(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 prepared the annual accounts on a going concern
basis.
(d) 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.
(e) The directors have devised proper systems to ensure compliance with
the provision of all applicable laws and that such systems were
adequate and operating effectively.
Statutory Auditors, their Report and Financial Statements and Notes to
Financial Statements.
At the Annual General Meeting held on 29.09.2014, M/s. SRB &
Associates, Chartered Accountants, Bhubaneswar were appointed as the
Statutory Auditors of the Company to hold office till the conclusion of
the Annual General Meeting to be held in the calendar year 2017. In
terms of the first proviso to Section 139 of the Companies Act, 2013
the appointment of the Auditor shall be placed for ratification at
every Annual General Meeting .Accordingly the Appointment of M/s. SRB &
Associates, Chartered Accountants, as Statutory Auditors of the
Company, is placed for ratification by Shareholders. In this regard the
company has received a certificate from Auditors to the effect that if
they are reappointed, it would be in accordance with the provisions of
Section 141 of the Companies Act, 2013.
Further, the report of the Statutory Auditors along with notes to
Schedules is enclosed to this report. The observations made in the
Auditors' report are self-explanatory and therefore do not call for any
further comments.
Auditor Certificate on Corporate Governance
As required by clause 49 of the listing agreement, the auditor's
certificate on corporate governance is enclosed as an annexure to the
Board's Report in Annexure-B
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 F.Y. 2014-2015.
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 2014-15 as required under Section 204 of the Companies
Act, 2013 and Rules there under. The Secretarial Audit Report for FY
2014-15 forms part of the Annual Report as Annexure to the Board Report
in Annexure-c.
The Board has appointed M/s. Saroj Ray and Associates, Practicing
Company Secretaries as the Secretarial Auditor of the Company for the
Financial Year 2015-16.
Further, the report of the Secretarial Auditors along with notes to
Schedules is enclosed to this report. The observations made in the
Secretarial Audit report are self-explanatory and therefore do not call
for any further comments
Internal Auditor
M/s. Amit Mallik and Associates, Practicing Chartered Accountants was
appointed to conduct the Internal Audit of the Company for the
Financial Year 2014-15 as required under Section 138 of the Companies
Act, 2013 and Rules there under. The Internal Audit Report for FY
2014-15 forms part of the Annual Report as Annexure to the Board
Report. The Board has appointed M/s Amit Mallik and Associates,
Practicing Chartered Accountants as the Internal Auditor of the Company
for the Financial Year 2015-16.
MANAGEMENT'S DISCUSION AND ANALYSIS REPORT:
Management's Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section as Annexure-D
forming part of the Annual Report
Capital
During the financial year, no allotment has been made by the Company.
As on 31st March, 2015 the issued, subscribed and paid up capital of
the Company stood at Rs. 3,96,00,000/-, comprising 39,60,000 no of
Equity Share of Rs. 10/- each.
Risk management 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.
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 company's
operations in future.
Internal Financial Control
The Board has adopted the policies and procedure 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.
Transfer of Amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
Corporate Social Responsibilities Committee
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
Fixed Deposits
The Company has not accepted any deposits from the public during the
financial year 2014-15 in terms of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Particulars of Employees
As during the financial year 2014-15 the company was not in the
operation, so there was no employee of the Company.
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.
Personnel
None of the employees of the Company has been in receipt of
remuneration exceeding the amounts envisaged by section 134(3) (m) of
the Companies Act, 2013.
Disclosure as per listing agreement:
Cash Flow:
The cash flow statement in accordance with accounting standard and
(AS-3) of ICAI is appended to this Annual Report.
Related Party Transactions:
As a matter of policy, the company carries out transactions with
related parties on an arm-length basis. Statement of these transactions
is given in the Notes to Account (Note- 26(7a)) attached in compliance
of Account Standard No.AS-18.
Listing:
The Company's shares are listed on the 'The Bombay Stock Exchange
Limited'. The Annual listing fees to the 'The Bombay Stock Exchange
Limited' for the year 2014-15 have been paid.
Acknowledgement:
The Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders' clients, Bank, Central &
State government, the company's 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
M/s. Suryo Foods and Industries Ltd
Sd/-
Date: 29.07.2015 (Chairman Cum Managing Director)
Place: Gopalpur-on-Sea
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