Mar 31, 2014
The Directors have pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014 The financial Results of the Company are summarized below:
(Rs in Lakhs)
PARTICULARS Year ended Year ended 2013-2014 2012-2013
Total Income 214.68 10.75
Total Expenditure 217-67 14.O5
Profit before Taxation (2.99) (3,30)
Tax Expense (4.34) -
Profit for the Period 1.36 (3.30)
REVIEW OF OPERATIONS
During the year, the India Economy remained disturbed due to global distress and continuous domestic disturbance. The major obstacles were inflation, high fiscal deficit, lack of liquidity, policy uncertainty and currency volatility.
The Company will continue to be responsive to changes in market dynamics and consumer behavior and other key factors influencing the business, and will formulate its strategies accordingly.
CHANGE OF NAME
The name change of the Company from Suryanagri Finlease Ltd to SFL International Ltd is approved by the shareholder by Postal Ballot. The certificate from Ministry of Corporate Affairs, Registrar of Companies, Ahmedabad is yet to be received.
With a view to conserve resources for future needs and strengthening the financial position of the company, the Directors regret their mability to propose any dividend for the year under review.
In accordance with the provisions of the Companies Act, 2013 and as per the Articles of Association of the Company Mr. Mo hit Kailashchandra Agarwal (DIN: 06425687), Director, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
As per provisions of Sections 149,152 and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under read with Schedule IV of the Companies Act, 2013, Mr. Gopal Bhutra (DIN: 02418444) and Ms. Vanita Mansukh Parmax (DIN: 05345249), all existing Independent directors of the Company, have been appointed as Independent Directors of the Company and shall hold office from the date of this Annual General Meeting till 31st March, 2019, They shall not, henceforth, be liable to determination by retirement of directors by rotation.
Brief resume of the Directors seeking appointment, reappointment as stipulated under Clause 49 of the Listing Agreement, are provided in the Report on Corporate Governance forming part of the Annual Report.
Based on the confirmations received, none of the Directors of the Company are disqualified for appointment under Section 274(1 )(g) of the Companies Act, 1956.
COMMITTEES OF DIRECTORS
The Board of Directors has aligned the existing Committees of the Board with the provisions of Companies Act, 20l3(Act). The existing Shareholder''s / Investor''s Grievance and Share Transfer Committee have been renamed as "Stakeholders Relationship and Shareholders Grievance Committee".
The scope of Audit Committee has also been widened so as to bring it in accordance with the requirement of the Section 177 of the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956. with respect to the Directors'' Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed and no material departures have been made from the same;
(ii) That 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 of the Company for the year under review;
(iii) That Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) That Directors had prepared the annual accounts for the financial year ended 31st March, 2014, on a ''going concern'' basis.
The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.
Certificate from the Statutory Auditors M/s. Ashok Dhariwal & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is annexed to the report.
Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.
The Company has established a vigil mechanism as required under Section 177 of the Companies Act, 2013 and has framed the "Whistle Blower Policy" for implementation thereof.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of this Annual Report,
The Statutory Auditors of the Company, M/s. Ashok Dhariwal & Co., Chartered Accountants will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the re-appointment of M/s. Ashok Dhariwal & Co., Chartered Accountants as statutory auditors for financial year 2014-15 on such remuneration as decided by the Board of Directors.
The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory and do not call for any further comments.
The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956,
The Company''s Securities are listed at the BSE Limited and Ahmedabad Stock Exchange Limited. We have paid the annual listing fee and there are no arrears.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars relating to conservation of energy and technology absorption are not applicable to the Company. However, efforts are being made to conserve and optimize the use of energy, wherever possible.
During the year under review, your Company has neither earned nor spent any foreign exchange,
PARTICULARS OF EMPLOYEES
There was no employee in respect of whom information is required to be given pursuant to the Section 217(2A) of the Companies .Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975 as amended up-to-date,
HUMAN RESOURCES MANAGEMENT
The Company continues to lay emphasis on people, its most valuable resource. In an increasingly competitive market for human resources, it seriously focuses on attracting and retaining the right talent. It provides equal opportunity to employees to deliver results.
In accordance with the section 333(A) of the Companies Act, 1956 and the Companies (Compliance Certificate) Rules 2001, the Company has obtained a certificate from a Company Secretary in the whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956.
The Directors place on record their deep appreciation for the continued, support and co - operation extended to the Company by the Banks, Government departments and other agencies.
The Directors thanks our esteemed shareholders for your continued support.
The Directors place on record their appreciation of the dedication and commitment of your Company''s employees and look forward to their support in the future as well.
For and on behalf of the Board
Place: Ahmedabad Date: May 30, 2014
Mohit Kailashcfhandra Agarwal Director
Mar 31, 2010
The Directors have the pleasure in presenting the Annual Report together with the Audited Statement of Account for the year ending on 31st March, 2010.
Financial Results : Amount In Rupees
Particulars Current Year Previous Year (2009 Ã 2010) (2008 Ã 2009)
Income from Operation Nil Nil
Other Income 1287996 930,194
Depreciation 227442 227442
Profit / (Loss) before Tax 722417 346213
Provision for Income Tax ( MAT ) 114029 35659
Profit after Tax 608388 310554
Add : Mat Credit Receivable 111614 35659
Add / ( Less ) Earlier year Adjustment Nil 717217
Balance Brought forward from previous year (6416326) (7479756)
Balance carried to Balance sheet (5696324) (6416326)
Your directors do not recommend any dividend for the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :
The disclosures required to be made pursuant to the provisions of section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in respect of Report of Directors) Rules, 1988 are not applicable. There was no foreign exchange earnings and outgo during the year under the review.
The information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 does not apply as no employee fall within that category.
The auditors M/s. Ashok Dhariwal & Co., Chartered Accountants offers themselves for reappointment at the ensuing annual general meeting. The company has received a letter from the auditors stating that their appointment if made will be within the limits of Section 224 (1) (B) of the Companies Act, 1956. The Directors recommend for their reappointment.
Your Company has not contravened the provisions of Section 58 A of the Companies Act, 1956.
The shares of the company are listed at Ahmedabad Stock Exchange and Mumbai Stock Exchange. Listing fees of Stock Exchanges is paid for the year 2010 Ã 2011.
DIRECTORS RESPONSIBITLY STATEMENT :
1. The annual accounts have been prepared by following the applicable accounting standards together with proper explanation relating to material departures.
2. 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 or loss account for that period.
3. The directors took proper and sufficient care for the maintenance of proper and adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.
4. The annual accounts are prepared on going concern basis.
COMPLIANCE CERTIFICATE :
Pursuant to provisions of Section 383A of the Companies Act, 1956 and pursuant to Companies ( Appointment and qualification of Secretary ) Rules the company has obtained a compliance certificate from a practicing company secretary. A copy of the certificate is enclosed herewith and forms part of the Directors Report.
Shri Rakesh Prajapati and Shri Jignesh Patel, retires by rotation and being eligible offers themselves for reappointment.
MATERIAL EVENTS SUBSEQUENT TO BALANCESHEET DATE :
There are no material events which may have financial impact on the operations of the Company subsequent to the date of the Balance sheet.
CORPORATE GOVERNANCE :
Pursuant to Clause 49 of the listing agreement, a report on corporate governance is enclosed herewith and forms part of the Directors Report.
Your Directors wish to convey their thanks to all the bankers, suppliers, customers and other persons for their continued support to the company.
For, and On Behalf of Board of Directors of
SURYANAGRI FINLEASE LTD.
Date : 27/05/2010
Place: Ahmedabad SD/-