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Directors Report of SFL International Ltd.

Mar 31, 2015

Dear Members,

The Directors’ are pleased to present the Twenty Third Annual Report and the Company’s audited financial statement for the financial year ended 31st March, 2015.

The Financial Results of the company are summarized below:

FINANCIAL RESULTS (Rs.in Lakhs)

PARTICULARS

Year ended 2014-2015

Year ended 2013-2014

Total Income

392.52

214.68

Total Expenditure

391.82

217.67

Profit before Taxation

0.69

(2.99)

Tax Expense

0.30

(4.34)

Profit for the Period

0.39

1.36

Brought forward from previous year

(84.11)

(57.38)

Surplus Carried to Balance Sheet

(83.72)

(84.11)

RESULTS OF OPERATION AND THE STATE OF COMPANY’S AFFAIRS

The company’s Total Income has increased from Rs. 214.68 Lakhs to Rs. 392.52 Lakhs. Its Profit after Tax has decreased from Rs 1.36 Lakhs to Rs 0.39 Lakhs.

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial year relate and the date of this report.

DIVIDEND

With a view to conserve the resources and to infuse the same in the Business for future needs & strengthening the financial position of the company, the Directors regret their inability to propose any Dividend for the year under review.

TRANSFER OF RESERVES

Your Company has not made any transfer in reserves as there is accumulated loss in the company. MANAGEMENT’S 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 as an Annexure 1.

SHARE CAPITAL

Your company have not raised any money by issuing Equity Share of the Company during the Financial Year 2014-2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the Going Concern status and Company’s operation in future.

RELATED PARTY TRANSACTION

During the Financial Year 2014-2015 your Company’s transaction with the Related Parties as defined under the Companies Act, 2013, rules framed there under and revised clause 49 of the Listing Agreement with the Stock Exchange, were in the ‘Ordinary course of business’ and ‘at arm’s length’ basis. Your Company did not have any Related Party Transaction which requires prior approval of the shareholders. Necessary disclosures required under the Accounting Standard (AS-18) have been made in the Notes to Financial Statements.

RISK MANAGEMENT

The objective of risk management is to balance the trade off between risk and return and ensure optimum risk adjusted return on capital. The Risk Management Policies related to Procurement, Debtors, Financing and Investments are in place and properly documented and reviewed continuously. The processes have been laid down to oversee the implementation of the policies and continuous monitoring of the same.

Our Board level Committees viz. Audit Committee oversee risk management policies and procedures. It reviews the credit and operational risks, reviews policies in relation to investment strategy and other risks like interest rate risk, compliance risk and liquidity risk.

DIRECTORS’ RESPONSIBILITY STATEMENT

Accordingly, pursuant to the requirements under Section 134(3) (c) and 134 (5) of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, it is hereby confirmed:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed and no material departures have been made from the same;

ii. 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 of the Company for the year under review;

iii. 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;

iv. Directors have prepared the annual accounts for the financial year ended 31st March, 2015, on a ‘going concern’ basis.

v. Directors have laid down internal financial controls which has been followed by the company and that such internal financial controls are adequate and were operating effectively:

vi. Directors have devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

Your company is committed to maintain the highest standard of Corporate Governance. Your company has complied with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchange.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report as an Annexure 2.

INTERNAL CONTROL

The Company’s internal audit system are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operation through adherence to the company’s policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of internal controls system are given in Management Discussion and Analysis Report, which forms part of the Director’s Report.

DETAILS OF SUBSIDIARIES, ASSOCIATES COMPANY

Your Company doesn’t have any Subsidiary Company or Associate Company.

BOARD AND COMMITTEE MEETING

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Nine Board Meetings, One Postal Ballot and One Annual General Meeting were convened and held during the year.

There are 3 Board Committees as on 31st March 2015 viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholders’ Relationship Committee.

Our Audit Committee with Mr. Mohit Kailashchandra Agarwal, Ms. Vanita Mansukh Parmar, Mr. Kamleshkumar Sohanlal Mali as members. There have not been any instances during the year when recommendation of the Audit Committee was not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Agreement.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition an redressal of Sexual Harassment at the workplace, in line with the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, the Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The company has not received any complaint of sexual harassment during the Financial Year 2014-2015

DIRECTOR AND KEY MANAGERIAL PERSONNEL

During the year your Company has appointed Mr. Kamleshkumar Sohanlal Mali & Ms. Sapna Yogesh Jangir as an Additional Director dated 14th February, 2015 and Mr. Gopal Bhutra has resigned from the Directorship with effect from 14th February, 2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The following policies of the Company are attached herewith marked as Annexure 3: Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other employees. AUDITORS AND AUDITOR’S REPORT

M/s Ashok Dhariwal & Co., Chartered Accountants, Ahmedabad (Firm Registration No.-100648W) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board of Director has appointed M/s Jalan Alkesh & Associates, Company Secretary (Firm Registration No.-4580), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure 4 to this Report.

INTERNAL AUDITOR

In terms of provision of Section 138 of the Act M/s Jain & Golechha, Chartered Accountant, (Firm Registration No.-119637W) were appointed as Internal Auditor for the Financial Year 2014-2015. The Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit.

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposit within the applicable sections of the Companies Act, 2013.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and adopted Whistle Blower Policy in compliance with the provisions of Section 177 of Companies Act, 2013 and Clause 49 of the Listing Agreement. The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior management of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Task Force or to the Chairman of the Audit Committee.

The policy on Vigil Mechanism/Whistle Blower Policy may be accessed on the website of the company.

NOMINATION AND REMUNERATION POLICY

The Board has Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee in terms of provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

a) Particulars of Conservation of Energy, and Technology Absorption

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.

b) Foreign Exchange Earnings and Outgo

During the year under review, your company has neither earned nor spent any foreign exchange.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in form MGT. 9 of the Company is annexed herewith as Annexure 5 to this Report.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee during the financial year 2014-2015 in respect of whom information is required to be given pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The company has not issued/allotted any shares, during the year under review, pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, erstwhile Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and as per Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

CORPORATE SOCIAL RESPOSIBILITY

The provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

Place: Ahmedabad Mohit Kailashchandra Agarwal

Date: 30th May 2015 Executive Director


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:

FINANCIAL RESULTS:

(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.

DIVIDEND

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.

DIRECTORS

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.

CORPORATE GOVERNANCE

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,

AUDITORS

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.

PUBLIC DEPOSIT

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,

STOCK EXCHANGE

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.

COMPLIANCE CERTIFICATE

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.

APPRECIATION

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 – 2010) (2008 – 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)

DIVIDEND :

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.

PERSONNEL :

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.

AUDITORS :

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.

DEPOSITS :

Your Company has not contravened the provisions of Section 58 A of the Companies Act, 1956.

LISTING :

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 – 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.

DIRECTORS :

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.

APPRECIATION :

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/-

CHAIRMAN

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