Mar 31, 2014
Dear members,
The Directors have pleasure in presenting the Twenty Ninth 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 175.82 388.25
Total Expenditure 57.35 271.19
Profit before Taxation 118.47 117.06
Tax Expense 38.44 34.24
Profit for the Period 80.03 82.82
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.
DIVIDEND
With a view to conserve resources for future needs and strengthening
the financial position of the company, the Directors regret their
inability to propose any dividend for the year under review.
SHARE CAPITAL
The shares of the company splitted from face value of Rs.10/- each to
face value of Re.1/- each.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and as per
the Articles of Association of the Company Ms. Bina Agarwal (DIN:
05124687), Director, will retire by rotation at the ensuing Annual
General Meeting and being eligible, offers herself 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 to the Companies Act, 2013, Ms. Neha
Agarwal (DIN: 06686208) & Mr. Devi Lal Saini (DIN: 06800895), 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 retire 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, 2013(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. Ramanand & Associates,
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. Ramanand & Associates,
Chartered Accountants will retire at the ensuing AGM. As recommended by
the Audit Committee, the Board has proposed the re- appointment of M/s.
Ramanand & Associates, 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 the
Ahmedabad Stock Exchange Ltd. 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.
APPRECIATION
Your 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.
Your Directors thanks our esteemed shareholders for your continued
support.
Your 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
Surabhi Chemicals & Investments Ltd
Place: Mumbai (Suresh Kumar Agarwal)
Date: May 30, 2014 Managing Director
Mar 31, 2010
The Directors have pleasure in submitting the Twenty Fifth Annual
Report of the Company togetherwith audited statements of accounts for
the year ended on 31st March 2010.
FINANCIAL PERFORMANCE:
During the year under consideration, your Company has made the
financial
performance as mentioned below which your Directors hope will be found
satisfactory.
Current Previous
Year Year
Profit / (Loss) before
depreciation 422,42,981 (134673)
Less: Depreciation 3,09,634 0
419,33,347 (134,673)
Less: Prior Periods Adjustment 3,65,371 814,573
Profit for the year before taxation 415,67,976 (949,246)
Less : Income-tax Provision :
(a) Current Years Tax 64,07,043 441
(b) Fringe Benefit Tax 0 0
3,51,60,933 (949,687)
Add : Deferred Tax arise during
the year 64,64,885 0
Profit for the year after taxation 416,25,818 (949,687)
Add : Prior Years Profit & Loss
Account Balance (5,92,224) 357,463
BALANCE CARRIED FORWARD TO
410,33,594 (592,224)
BALANCE SHEET.
BUSINESS AFFAIRS AND PROGRESS:
The Honble members are requested to take note of the above reported
results of the company for the year under consideration, As the Honble
members are aware, during the year the company earned huge capital gain
on sale of shares and mutual funds.
The Honble members are requested to approve the above reported
financial performance of the company.
DEPOSITS:
The Company has not accepted any deposits from the public.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) the Directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safe guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iii) the Directors have prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES:
During the financial year, no employee of the Company who;
(i) being employed through the financial year was in receipt of
remuneration for the year of Rs. 24,00,000/- or more.
(ii) being employed for a part of the financial year was in receipt of
remuneration of Rs. 2,00,000/- or more per month, and,
(iii) being employed throughout the financial year or part thereof was
in receipt of remuneration for the year or as the case may be at
a rate which is in excess of that drawn by the Managing Director
or whole time Director or Manager and holds by himself or along
with his spouse and dependent children not less than 2% of Equity
Shares of the Company.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) CONSERVATION OF ENERGY:
Since the Company is not consuming energy for its operation the
question of Conservation of Energy does not arise.
IB) TECHNOLOGY ABSORPTION:
Since the Company is not a manufacturing Company, the question of
technology absorption is not relevant for the Company.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year, the Company has not imported or exported any products
or services. Hence, the question of Foreign Exchange does not arise.
AUDITORS:
You are requested to appoint auditors and to fix their remuneration for
the ensuing year. Your Directors inform that M/s. Hiren M. Diwan &
Company, Chartered Accountants, Surat, the present auditors of the
Company have pursuant to Section 224(1) of the Companies Act, 1956
furnished the certificate regarding their eligibility for appointment.
ACKNOWLEDGEMENTS:
The Directors express their deep appreciation to all the employees of
the Company for their outstanding contribution to the operations of the
Company during the year.
FOR AND ON BEHALF OF THE
BOARD OF DIRECTORS
PLACE : SURAT
(CHAIRMAN)
DATE : 01/09/2010