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Directors Report of Suraj Ltd.

Mar 31, 2016

_DIRECTORS REPORT_

To the Members,

The Directors have pleasure in presenting before you the Twenty Third Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS:

The performance during the period ended 31st March, 2016 has been as under:

_(Rs, In Lakh)_

Particulars

2015-2016

2014-2015

1 Gross Income

15290.11

25139.75

2 Profit Before Interest and Depreciation

1551.55

2488.57

3 Finance Charges

795.12

822.06

4 Gross Profit

756.43

1666.51

5 Provision for Depreciation

705.13

731.98

6 Net Profit Before Tax

51.30

934.53

7 Provision for Tax

12.18

245.43

8 Net Profit After Tax

39.12

689.10

9 Balance of Profit brought forward

3836.38

3529.80

10 Balance available for appropriation

3875.50

4218.90

11 Proposed Dividend on Equity Shares

-

288.96

12 Tax on proposed Dividend

-

59.16

13 Transfer from General Reserve

-

34.40

14 Surplus carried to Balance Sheet

3875.50

3836.38

OPERATIONS:

The Company achieved a turnover of 15290.11 Lakh during the current year as against 25139.75 Lakh during the previous year. The other income of the company for the staid period stood at Rs. 56.00 Lakh as compared to Rs. 305.27Lakh of previous financial year. The PAT levels were stood at Rs. 39.12 Lakh as compared to Rs. 689.10 Lakh previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 27 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the M/s. RTBR & Associates, Company Secretaries confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

99.33% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2016 and balance 0.67% is in physical form. The Company''s Registrars are M/s MCS Ltd., having their office at, 101, Shatdal Complex, 1st floor, Opp. Bata Show room, Ashram Road, Ahmadabad, Gujarat - 380009.

Number of Board Meetings held :

The Board of Directors duly met 4 times during the financial year from 1st April, 2015 to 31st March, 2016. The dates on which the meetings were held are as follows:

12th May, 2015, 6th August, 2015, 6th November 2015, 27th January, 2016

DIRECTORS: DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They 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 same period;

c) The 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;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT OBSERVATIONS:

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory. AUDITORS:

i) Statutory Auditors:

The Auditors, M/s. Pankaj K. Shah Associates, Chartered Accountants, Ahmadabad retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

ii) Cost Auditors:

M/s. Kiran J. Mehta & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2016 by the Board of Directors.

iii)Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a Annexure-A to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises with two Independent Directors one whole time director and one is executive director (Chairman & Cfo).

In pursuant to provision of section 135 and Schedule VII of the Companies Act, 2013, and CSR policy of company it is required to spend two percent of average net profit of the company for the three immediately preceding financial year. However the company has inadequate profit during the financial year 2015-16 and company is facing uphill task in meeting its financial obligations and due to recession in steel industry turnover of company is decreasing as compare to previous years. Hence the company is unable to spend any funds on CSR activities for the time being. The company will incur the sum on CSR activities as soon as financial position of company will improve.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

RELATED PARTY TRANSACTIONS:

During the period under review, the company had not entered into any material transaction with any of its related party. None of the transactions with any of the related party were in conflict of companies interest. Attention of members is drawn to the disclosure of transactions with related parties set out in note number 11 of financial statements forming part of this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr.

No.

Name

Designation

Remuneration paid FY 2015-16. Rs.in Lakh

Remuneration paid FY 2014-15. Rs.in Lakh

Increase in remuneration from previous year Rs.in Lakh

1

Mr. Ashok T. Shah

Chairman & CFO (ED)

4.30

51.635

-47.335

2

Mr. Gunvant T. Shah

Vice Chairman (ED)

3.10

43.835

-40.735

3

Mr. Kunal T. Shah

Managing Director

3.65

37.235

-33.585

4

Ms. Shilpa Patel

Whole time Director

9.86

5.603

4.257

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided below:

Foreign Exchange Risk

Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability

The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.

Human Resource Risk

Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. No availability of the required talent resource can affect the overall performance of the Company.

By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk.

Competition Risk

Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins, market share etc.

By continuous efforts to enhance the brand image of the Company by focusing on quality, Cost, timely delivery and customer service to mitigate the risks so involved.

Compliance Risk -Increasing regulatory requirements

Any default can attract penal provisions.

By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit.

Industrial Safety

The industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.

By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee helps to mitigate the risk so involved.

Disclosure as per sexual harassment of women at work place (prevention, prohibition and redressal) act, 2013:

The company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of women at work place in line with provisions of the per sexual harassment of women at work place (prevention, prohibition and redressal) act, 2013 and rules there under.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

For and on behalf of the Board

Place : Ahmadabad Ashok Shah

Date : 26.05.2016 Chairman & CFO

DIN : 00254255


Mar 31, 2014

Dear Members,

The Directors present their 21st Annual Report together with the Audited Statement of Accounts of Company for the year ended 31st March, 2014.

Financial Results

The financial results of the Company for the year under review are as under: -

The summary of operating results for the year and appropriation of divisible profits is given below: (Rs. In Lacs)

2013-2014 2012-2013

Total Revenue (Net) 23800.76 26568.13

Other Income 100.39 145.58

Interest 982.01 1122.70

Profit Before Depreciation 1647.62 2098.75

Depreciation 1073.01 1036.07

Profit Before Tax 574.61 1062.69

Taxation-Current Tax 313.56 445.73

Excess/Short provision for earlier years 15.82 1.18

Deferred Tax (Assets/Liability) (122.57) (98.76)

Profit after Tax 367.80 714.53

Balance Brought Forward from previous year 3518.46 3177.72

Amount available for proposed appropriations: 3886.26 3892.25

Appropriations

Proposed Dividend 288.96 288.96

Provision for tax on Dividend 49.11 49.11

Transfer to Statutory Reserves 18.39 35.73

Balance carried forward to Balance Sheet 3546.94 3518.46

2) OPERATIONS:

The Company achieved turnover (net) of Rs. 23,800.76 Lacs as compared to Rs. 26,568.13 Lacs in the previous financial year, which shows a decrease of about 10.42% of turnover as compared to the previous financial year. The other income of the company for the said period stood at Rs. 100.39 Lacs as compared to Rs. 145.58 Lacs of previous financial year. The PAT levels were stood at Rs. 367.80 Lacs as compared to Rs. 714.53 Lacs previous financial year, which shows a decrease of 48.70% as compared to last financial year

3) DIVIDEND:

Your Directors recommend a final dividend of 15% i. e. Rs. 1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2014, subject to the approval of shareholders at the ensuing Annual General Meeting.

4) TRANSFER TO STATUTORY RESERVE

The Company proposes to transfer Rs. 18.39 lacs to the statutory reserve out of the amount available for appropriation and an amount of Rs. 367.80 lacs is proposed to be retained in the statement of profit and loss account.

5) DEPOSITS:

Your Company has not accepted any public deposit within the meaning of the provisions of Section 58A of the Companies Act, 1956 and Rules made there under

6) INTERNAL CREDIT RATING

Care rating services has assigned to the Company its ''CARE BBB-''corporate credit rating with outlook as stable

7) LISTING

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the Company has paid listing fee for F.Y. 2014-15.

8) DIRECTORS:

The Board of Directors of your company has various executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Bipin Prajapati, Director of the company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Dipak Himatbhai Shah (DIN: 00565892), Mr. Ketan Ratilal Shah (DIN: 00583064), Mr. Haren Rameshchandra Desai (DIN: 02285175) & Mr. Bhupendrasinh Babulal Patel (DIN: 05155901) as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Your directors recommend the re-appointment of these directors.

9) CORPORATE GOVERNANCE

Your company has taken adequate measures to ensure that the provision of corporate Governance as prescribed under clause 49 of the listing agreement with stock exchanges are complied with. A detailed report as per Appendix-I on corporate governance, as certified by the Company Secretary in whole time practice on its Compliance by the Company, forms part of this report. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

10) MANAGEMENT DISCUSSION & ANALYSIS

The management discussion & analysis is given separately and forms part of this annual report.

11) AUDITORS

M/s. Pankaj K. Shah Associates, Chartered Accountant (firm registration no. 107352W), retires at the close of this Annual General Meeting and is eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Pankaj K. Shah Associates, Chartered Accountant, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of Twenty Fourth AGM to be held in the year 2017, subject to ratification of his appointment at every subsequent AGM. The Company has received confirmation that his appointment will be within the limits prescribed under section 141 of the Companies Act, 2013. The Audit Committee of the Board has recommended his re-appointment. The necessary resolution is being placed before the shareholders for approval.

12) COST AUDITORS

The Government has stipulated Cost Audit of the Company''s records in respect of Steel tubes and pipes industries from the financial year commencing from 01/04/2012. M/s Kiran J. Mehta & Co., Cost Accountants have carried out this audit. Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules. 2014, the board has appointed said cost auditor for F.Y. 2014-15.

13) DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

i. in the preparation of the Profit and Loss Statement for the financial year ended 31st March, 2014 and the balance sheet as at that date ("financial statements"), applicable accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

iii. proper and sufficient care has been take 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. The financial statements for the year ended 31st March, 2014 have been prepared on a going concern basis.

14) INTERNAL CONTROL SYSTEM

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

15) NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

During the period under review, the Company has re-constituted the Remuneration Committee and Shareholders Investors Grievance Committee with the name Nomination and Remuneration Committee and Stakeholders Relationship Committee respectively, without changing the constitution of the committee and with the same powers as delegated under Remuneration Committee and Stakeholders Relationship Committee to comply with the provisions of Section 178 of the Companies Act, 2014 read with clause 49 of the listing agreement.

16) EMPLOYEES:

Relations between the employees and the management continued to be cordial during the period under review. The Directors hereby place on record their appreciation for the efficient services rendered by the company''s employees at all levels.

None of the employee of the Company was drawing the remuneration exceeding the ceiling limits as prescribed in the Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 during the year under review. Hence, no information is required to be appended to this report in this regard.

17) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement giving Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and out-go, in terms of Sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, is given in Annexure forming part of this Report.

18) FINANCE:-

During the year under review, the company has continued to enjoy various credit facilities from the consortium bankers to the extent of Rs. 137 Crore to meet the short term liquidity requirements of the Company.

19) APPRECIATION AND ACKNOWLEDGEMENTS

The Directors thank the Company''s employees, customers, vendors, investors and the financial institutions, banks, Regulatory authorities, Stock Exchange for their continued support to the Company.

The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments / Agencies for the co-operation.

The Directors appreciate and value the contributions made by every member of the SURAJ family globally.

For and on behalf of the Board of Directors

Place: Ahmedabad Ashok Shah Date : 21st May, 2014 Chairman


Mar 31, 2013

The Directors present their 20th Annual Report together with the Audited Statement of Accounts of Company for the year ended 31st March 2013.

Financial Results

The financial results of the Company for the year under review are as under: -

The summary of operating results for the year and appropriation of divisible profits is given below:

(Rs. In Lacs)

2012-2013 2011-2012

Total Revenue (Net) 26568.13 24896.87

Other Income 145.58 134.58

Interest 1122.70 1156.06

Profit Before Depreciation 2098.75 1691.42

Depreciation 1036.07 1015.26

Profit Before Tax 1062.69 676.16

Taxation--Current Tax 445.73 250.76

-Excess/Short provision for earlier years 1.18 (126.16)

-Deferred Tax (Assets/Liability) (98.76) (73.84)

Profit after Tax 714.53 625.40

Balance Brought Forward from previous year 3177.72 2919.43

Amount available for proposed appropriations: 3892.25 3544.84 Appropriations

Proposed Dividend 288.96 288.96

Provision for tax on Dividend 49.11 46.88

Transfer to Statutory Reserves 35.72 31.27

Balance carried forward to Balance Sheet 3518.46 3177.73

2) OPERATIONS:

The Company achieved magnificent turnover (net) of Rs. 26,568.13 Lacs as compared to Rs. 24,896.87 Lacs in the previous financial year, which shows an increase of about 6.71% of turnover as compared to the previous financial year. The other income of the company for the said period stood at Rs. 145.58 Lacs as compared to Rs. 134.58 Lacs of previous financial year. The PAT levels were stood at Rs. 714.53 Lacs as compared to Rs. 625.40 Lacs previous financial year, which shows a increase of 14.25% as compared to last financial year.

3) DIVIDEND:

Your Directors recommend a final dividend of 15% i. e. Rs.1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2013, subject to the approval of shareholders at the ensuing Annual General Meeting.

4) TRANSFER TO STATUTORY RESERVE

In accordance with the statutory provisions and companies (Transfer of Profit to Reserves) Rules, 1975, The Company has transferred 5% of its distributable profit to Statutory Reserve as per the provision of Companies Act, 1956.

5) DEPOSITS:

Your Company has not accepted any public deposit within the meaning of the provisions of Section 58A of the Companies Act, 1956.

6) INTERNAL CREDIT RATING

Care rating services has assigned to the Company its ''CARE BBB-'' corporate credit rating with outlook as stable

7) LISTING

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the Company has paid listing fee for F.Y. 2013-14.

8) DIRECTORS:

The Board of Directors of your company has various executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Ashok Shah, Mr. Gunvant Shah and Mr. Haren Desai, Directors of the company, retires by rotation at the forthcoming Annual General Meting and being eligible, offers themselves for re-appointment. Your directors recommend the re-appointment of these directors.

9) CORPORATE GOVERNANCE

Your company has taken adequate measures to ensure that the provision of corporate Governance as prescribed under clause 49 of the listing agreement with stock exchanges are complied with. A detailed report as per Appendix-I on corporate governance, as certified by the Company Secretary in whole time practice on its Compliance by the Company, forms part of this report. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

10) MANAGEMENT DISCUSSION & ANALYSIS

The management discussion & analysis is given separately and forms part of this annual report.

11) AUDITORS

M/s. Pankaj K. Shah Associates, Chartered Accountant (firm registration no. 107352W), retire at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation that their reappointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

12) AUDITORS REPORT

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explain the matters, which are dealt with by the auditors and therefore need not require any comments under section 217(3) of the Companies Act, 1956.

13) COST AUDITORS

The Government has stipulated Cost Audit of the Company''s records in respect of Steel tubes and pipes industries from the financial year commencing from 01/04/2012. M/s Kiran J. Mehta & Co., Cost Accountants have carried out this audit. Their findings have been satisfactory.

14) DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

i. in the preparation of the profit and loss account for the financial year ended March 31, 2013 and the balance sheet as at that date ("financial statements"), applicable accounting standards have been followed; ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

iii. proper and sufficient care has been take 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. The financial statements for the year ended 31st March 2013 have been prepared on a going concern basis.

15) INTERNAL CONTROL SYSTEM

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

16) EMPLOYEES:

Relations between the employees and the management continued to be cordial during the period under review. The Directors hereby place on record their appreciation for the efficient services rendered by the company''s employees at all levels.

None of the employee of the Company was drawing the remuneration exceeding the ceiling limits as prescribed in the Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 during the year under review. Hence, no information is required to be appended to this report in this regard.

17) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement giving Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and out-go, in terms of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars) Rules, 1988 is given in Annexure forming part of this Report.

18) FINANCE:-

During the year under review, the company has continued to enjoy various credit facilities from the consortium bankers to the extent of Rs. 137 Crore to meet the short term liquidity requirements of the company.

19) CEO and CFO CERTIFICATION

Mr. Ashok Shah, Chairman & CEO and Mr. Kunal Shah, Managing Director, have given certificate to the board as contemplated in sub-clause (V) of clause 49 of the Listing Agreement.

20) APPRECIATION AND ACKNOWLEDGEMENTS

The Directors thank the Company''s employees, customers, vendors, investors and the financial institutions, banks, Regulatory authorities, Stock Exchange for their continued support to the Company.

The Directors also thank the Government of various countries, Government of India, State Governments in

India and concerned Government Departments / Agencies for the co-operation.

The Directors appreciate and value the contributions made by every member of the SURAJ family .

For and on behalf of the Board of Directors

Date : 28-05-2013 Ashok Shah

Place : Ahmedabad Chairman & C.E.O.


Mar 31, 2012

To The Members of Suraj Limited, Ahmedabad

The Directors present their 19th Annual Report together with the Audited Statement of Accounts of Company for the year ended 31st March 2012.

Financial Results

The financial results of the Company for the year under review are as under :

The summary of operating results for the year and appropriation of divisible profits is given below: (Rs. In Lacs)

2011-2012 2010-2011

Total Revenue (Net) 24896.87 23817.58

Other Income 134.58 115.08

Interest 1156.06 1239.69

Profit Before Depreciation 1691.42 2002.50

Depreciation 1015.26 998.15

Profit Before Tax 676.16 1004.35

Taxation-Current Tax 250.76 347.59

--Excess/Short provision for earlier years (126.16) 2.49

--Deferred Tax (Assets/Liability) (73.84) (20.52)

Profit after Tax 625.40 674.79

Balance Brought Forward from previous year 2919.43 2615.33

Amount available for proposed appropriations: 3544.84 3290.12

Appropriations

Proposed Dividend 288.96 288.96

Provision for tax on Dividend 46.88 47.99

Transfer to Statutory Reserves 31.27 33.74

Balance carried forward to Balance Sheet 3177.73 2919.43

2) OPERATIONS

The Company achieved magnificent turnover (net) of Rs. 24,896.87 Lacs as compared to Rs. 23,817.58 Lacs in the previous financial year, which shows an increase of about 4.53% of turnover as compared to the previous financial year. The other income of the company for the said period stood at Rs. 134.58 Lacs as compared to Rs. 115.08 Lacs of previous financial year. The PAT levels were stood at Rs. 625.40 Lacs as compared to Rs. 674.79 Lacs previous financial year, which shows a decrease of 7.32% as compared to last financial year. The Net profit was decreased mainly due to steep increase in raw material prices and increase in financial costs as compared to previous financial year. Your directors of the company are aware of the said situation and are continuously striving to cope up the said situation.

3) DIVIDEND

Your Directors recommend a final dividend of 15% i. e. Rs. 1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2012, subject to the approval of shareholders at the ensuing Annual General Meeting.

4) TRANSFER TO STATUTORY RESERVE

In accordance with the statutory provisions and companies (Transfer of Profit to Reserves) Rules, 1975, The Company has transferred 5% of its distributable profit to Statutory Reserve as per the provision of Companies Act, 1956.

5) DEPOSITS

Your Company has not accepted any public deposit within the meaning of the provisions of Section 58A of the Companies Act, 1 956.

6) INTERNAL CREDIT RATING

Care rating services has assigned to the Company its 'CARE BBB-' corporate credit rating with outlook as stable

7) LISTING

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the Company has paid listing fee for F.Y. 2012-13.

8) DIRECTORS

The Board of Directors of your company has various executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Kunal T Shah and Bipin K. Prajapati, Directors of the company, retires by rotation at the forthcoming Annual General Meting and being eligible, offers themselves for re-appointment.

Shri Bhupendrasinh B. Patel director of the company was appointed as the additional director of the Company w.e.f. 26th December 2011 in accordance with the provisions of Section 260 of the Act, whose period of office expires until the date of this Annual General Meeting.

Your directors recommend the re-appointment of these directors.

9) CORPORATE GOVERNANCE

Your company has taken adequate measures to ensure that the provision of corporate Governance as prescribed under clause 49 of the listing agreement with stock exchanges are complied with. A detailed report as per Appendix-I on corporate governance, to be certified by the Company Secretary in whole time practice on its Compliance by the Company, forms part of this report. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

10) MANAGEMENT DISCUSSION & ANALYSIS

The management discussion & analysis is given separately and forms part of this annual report.

11) AUDITORS

M/s. Pankaj K. Shah Associates, Chartered Accountant (firm registration no. 107352W), retire at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation that their reappointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

12) COST AUDITORS

The Government has stipulated Cost Audit of the Company's records in respect of Steel tubes and pipes industries from the financial year commencing from 01/04/2011. M/s Kiran J. Mehta & Co., Cost Accountants have carried out this audit. Their findings have been satisfactory.

13) DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

i. in the preparation of the profit and loss account for the financial year ended March 31, 2012 and the balance sheet as at that date ("financial statements"), applicable accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

iii. proper and sufficient care has been take 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. The financial statements for the year ended 31st March 2012 have been prepared on a going concern basis.

14) INTERNAL CONTROL SYSTEM

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

15) EMPLOYEES

Relations between the employees and the management continued to be cordial during the period under review. The Directors hereby place on record their appreciation for the efficient services rendered by the company's employees at all levels.

None of the employee of the Company was drawing the remuneration exceeding the ceiling limits as prescribed in the Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 during the year under review. Hence, no information is required to be appended to this report in this regard.

16) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Statement giving Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and out-go, in terms of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars) Rules, 1988 is given in Annexure forming part of this Report.

17) FINANCE

During the year under review, the company has continued to enjoy various credit facilities from the consortium bankers to the extent of Rs. 148 Crores with upper limits of working capital of Rs. 114 Crores to meet short term liquidity requirements of the company for the smooth and efficient running of the business.

18) CEO and CFO Certification

Mr. Ashok Shah, Chairman & CEO and Mr. Kunal Shah, Managing Director, have given certificate to the board as contemplated in sub-clause (V) of clause 49 of the Listing Agreement.

19) APPRECIATION AND ACKNOWLEDGEMENTS

The Directors thank the Company's employees, customers, vendors, investors and the financial institutions, banks, Regulatory authorities, Stock Exchange for their continued support to the Company.

The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments / Agencies for the co-operation.

The Directors appreciate and value the contributions made by every member of the SURAJ family globally. Registered Office 'SURAJ HOUSE',

Opp. Usmanpura Garden, For and on behalf of the Board of Directors

Ashram Road, Ahmedabad - 380 014

Date : August 6, 2012 Ashok T. Shah

Place : Ahmedabad Chairman & C.E.O.


Mar 31, 2011

To the Members,

The Directors submit the Annual Report of the Company along with the audited statement of accounts for the financial year ended March 31, 2011.

Financial Results

The summary of operating results for the year and appropriation of divisible profits is given below:

(Rs. In Lacs)

2010-2011 2009-2010

Sales and other Income 24260.73 17687.12

Interest 1239.69 869.37

Profit Before Depreciation 2011.44 1915.41

Depreciation 998.15 893.40

Profit Before Tax 1013.28 1022.01

Taxation - Current Tax 347.59 173.52

- FBT Tax - -

- Income Tax of earlier years 2.49 17.43

- Deferred Tax (Assets)/Liability 20.51 315.23

Profit after Tax 683.73 515.82

Prior Period Adjustment (8.94) (1.60)

Net Profit after prior period adjustment 674.79 514.21

Balance b/f from Previous Year 2615.33 2581.98

Amount available for proposed Appropriations: 3290.12 3096.20

Appropriations

Proposed Dividend 288.96 255.14

Provision for Tax on Dividend 47.99 43.36

Transfer to Statutory Reserves 33.74 25.71

Balance c/f to Balance Sheet 2919.43 2771.99

OPERATIONS OF THE COMPANY:

Business Performance Review

The gross sales for the period ended March 31, 2011 was Rs. 25225.60 lacs as compared to Rs. 18432.98 lacs in the previous year registering an increase of 36.85%. The Profit before Tax (PBT) for the period was Rs. 1013.28 as against Rs. 1022.01 lacs decrease by 0.86%. However the Profit after Tax (PAT) i.e., distributable profit clocked an increase of 31.23% and resulted at Rs. 674.79 as against Rs. 514.21 lacs. Dividend

Your Directors recommend a dividend of 15 % i. e. Rs. 1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2011 subject to the approval of shareholders at the ensuing Annual General Meeting.

Equity Share Capital

During the year, the Company allotted 22,55,000 equity shares of Rs. 10/- each to the shareholders of Suraj Limited pursuant to the Scheme of Amalgamation as approved by the Hon'ble High Court of Gujarat on August 5, 2010.

Change of Name

The Company has change the name of Suraj Stainless Limited to Suraj Limited after completing necessary procedure as required under the Companies Act, 1956. The name of Company is change to Suraj Limited w. e. f. June, 24, 2011 as per fresh Certificate of Incorporation issued by Registrar of Companies, Gujarat. The name of the Company has also been change with the Bombay Stock Exchange Ltd. (BSE) w. e. f. July 27, 2011.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the Company has paid listing fee for F.Y. 2011-12.

Deposits

Your Company has not accepted any deposits from the public during the year under review and hence there are no outstanding deposits as on March 31, 2011.

Directors

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company two of your Directors, viz., Mr. Ketan R. Shah and Mr. Dipak H. Shah retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report and auditors' certificate regarding compliance of conditions of Corporate Governance forms part of the annual report.

Auditors

M/s. Pankaj K. Shah Associates, Chartered Accountant (firm registration no. 107352W), who are statutory auditors of the Company, hold office in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Directors' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

(i) in the preparation of the profit and loss account for the financial year ended March 31, 2011 and the balance sheet as at that date ("financial statements"), applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

(iii) proper and sufficient care has been take 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. To ensure this, the Company has established internal control system, consistent with its size and nature of operations. In weighing the assurance provided by any such system of internal controls its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The audit committee meets at regular intervals to review the internal audit function;

(iv) The financial statements have been prepared on a going concern basis.

Quality Management

Quality is the most important mantra of the Company and effort is spared to ensure best quality and after sales service to the customer. Company has a clear strategic vision which is always in touch with the latest advancements in technology, thereby constantly upgrading production facilities and man-power skills. The Company also continues to maintain the ISO 9001(2000) quality standard.

Internal Control System

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

CEO and CFO Certification

Mr. Ashok T. Shah, Chairman & C. E. O. and Mr. Kunal T. Shah, Managing Director, have given certificate to the board as contemplated in sub-clause (V) of clause 49 of the Listing Agreement.

Health, safety and environmental protection

Your Company has complied with all the applicable environmental laws and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

Particulars of employees

The particular of employees required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all Shareholders of the Company excluding the statement of particulars of the employees. Any Shareholder interested in obtaining a copy may write to the Company Secretary at the Registered Office of the Company.

Conservation of energy, technology and foreign exchange

The particular of conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and forms part of this report.

Cash Flow Statement

As required under clause 32 of Listing Agreement with the Stock Exchanges, in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Profit and Loss Account.

Appreciation and Acknowledgements

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, Regulatory authorities, Stock Exchange and the stakeholders for their continued co-operation and support to the Company. Your directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the company.

For and on behalf of the Board of Directors

Ashok T. Shah

Chairman & C.E.O.

Ahmedabad Date : 09-08-2011

Registered Office : 'SURAJ HOUSE', Opp. Usmanpura Garden, Ashram Road, Ahmedabad - 380 014


Mar 31, 2010

The Directors have the pleasure in presenting the 17th Annual Report of your company for the Financial Year 2009-2010.

Financial Results

The summary of operating results for the year and appropriation of divisible profits is given below:

(Rs. In Lacs)

2009-2010 2008-2009

Sales and other Income 17687.12 23097.13

Interest 869.37 737.00

Profit Before

Depreciation 1915.41 1456.84

Depreciation 893.40 545.42

Profit Before Tax 1022.01 911.42

Taxation -- Current Tax 173.52 328.00

-- FBT Tax - 6.89

-- Income Tax of earlier years 17.43 8.76

-- Deferred Tax(Assets)/ Liability 315.23 (18.50)

Profit after Tax 515.82 586.27

Prior Period Adjustment (1.60) (6.38)

Net Profit after prior period adjustment 514.21 579.89

Balance b/f from Previous Year 2581.98 2329.59

Amount available for proposed Appropriations: 3096.20 2909.48

Appropriations

Proposed Dividend 255.142 55.14

Provision for Tax on Dividend 43.36 43.36

Transfer to Statutory Reserves 25.71 28.99

Balance c/f to Balance Sheet 2771.99 2581.99

OPERATIONS OF THE COMPANY:

Business Performance Review

The gross sales for the period ended March 31, 2010 was Rs. 18432.98 lacs as compared to Rs. 24271.83 lacs in the previous year registering a decrease of 24.06%. The Profit before Tax (PBT) for the period was Rs. 1022.01 as against Rs. 911.42 lacs registering a growth of over 13.12%. However due to high provisioning of deferred tax liability. The Profit after Tax (PAT) i.e., distributable profit clocked a decrease of 11.32% and resulted at Rs. 514.21 as against Rs. 579.89 lacs.

Dividend

Your Directors recommend a dividend of 15 % i. e. Rs. 1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2010 subject to the approval of shareholders at the ensuing Annual General Meeting.

Deposits

Your Company has not accepted any deposits from the public during the year under review and hence there are no outstanding deposits as on March 31, 2010.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Ashok T. Shah, Mr. Gunvant. T. Shah and Mr. Haren R. Desai, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Mahesh V. Parikh retires at the ensuring Annual General Meeting under section 260 of the companies Act, 1956. However the Company has received notice of his candidature under section 257 of the Companies Act, 1956 and being eligible for reappointment, offers himself for reappointment.

Directors Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

(i) in the preparation of the profit and loss account for the financial year ended March 31, 2010 and the balance sheet as at that date ("financial statements"), applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

(iii) proper and sufficient care has been take 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. To ensure this, the Company has established internal control system, consistent with its size and nature of operations. In weighing the assurance provided by any such system of internal controls its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The audit committee meets at regular intervals to review the internal audit function;

(iv) The financial statements have been prepared on a going concern basis.

Auditors

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments.

The Auditors, M/s. Pankaj K. Shah Associates, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The directors recommend the re-appointment of M/s. Pankaj K. Shah Associates, as the Companys Auditors.

Management Discussion and Analysis

The operational performance and future outlook of the business has been reviewed by the management based on current resources and future development of the Company.

Quality Management

Quality is the most important mantra of the Company and effort is spared to ensure best quality and after sales service to the customer. Company has a clear strategic vision which is always in touch with the latest advancements in technology, thereby constantly upgrading production facilities and man-power skills. The Company also continues to maintain the ISO 9001(2000) quality standard.

Internal Control System

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report and auditors certificate regarding compliance of conditions of Corporate Governance forms a part of the annual report.

CEO and CFO Certification

Mr. Ashok T. Shah, Chairman & C. E. O. and Mr. Kunal T. Shah, Managing Director, have given certificate to the board as contemplated in sub-clause (V) of clause 49 of the Listing Agreement.

Health, safety and environmental protection

Your Company has complied with all the applicable environmental laws and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

Particulars of employees

Industrial relations in the Company were very cordial and stable. Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended regarding employees, is given in the annexure to the directors report.

Conservation of energy, technology and foreign exchange

The particular of conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and forms part of this report.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the Company has paid listing fee for F.Y. 2010-11.

Cash Flow Statement

As required under clause 32 of Listing Agreement with the Stock Exchanges, in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Profit and Loss Account.

Amalgamation:

The Company has already received an order from Honble High Court, Gujarat for amalgamation of Suraj Limited with Suraj Stainless Limited which is effective from 01-04-2009 and accordingly this results includes performance of transferor Company also.

Appreciation and Acknowledgements

Your Directors would like to express their appreciation for assistance and co-operation received from investors, customers, business associates, vendors, as well as regulatory and governmental authorities, Financial Institutions and Banks. The Board also expresses its appreciation of the understanding and support extended by the shareholders and committed services by the employees of the Company and looking forward to their continued patronage.

For and on behalf of the Board of Directors

Ahmedabad Ashok T. Shah

Date : 28-10-2010 Chairman & C.E.O.

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