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Directors Report of SFL International Ltd.

Mar 31, 2014

Dear Members,

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)


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.


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.


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.


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''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.


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,


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,


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

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