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Directors Report of Surya Industrial Corporation Ltd.

Mar 31, 2014

The Members

Surya Industrial Corporation Limited

Meerut

Ladies and gentlemen,

The Board of Directors of your Company has pleasure in presenting 27th Annual Report of the Company along with Audited Accounts and the Auditor''s Report for the Accounting Year ended 31st March, 2014.

1. FINANCIAL RESULT:

Comparative Figures are as under

Particulars 2013-14 2012-13

Sales & Job Work 0.00 445,000.00

Other Income 20,000.00 5,038,000.00

Profits on sale of Assets 0.00 0 Reduction in value of Investment 0.00 0

Profit (Loss) before Depreciation (-)155,000.00 2,340,000.00

Depreciation 0.00 1,504,000.00

Net Profit before tax (-)155,000.00 17,406,000.00

Net Profit after tax (-)197,000.00 17,406,000.00

Balance b/f from previous year (-)55,071,000 (-)72,477,000.00

2. OPERATIONS

As the members of the Company having knowledge that Company did not carrying any operations from last few years. Now the management of the Company has been planned to resume functioning of the Company for future growth of the Company.

3. DIVIDEND

In view of accumulated losses, your directors regret their inability to declare the dividend to shareholders.

4. DEPOSITS

During the year under review, the company has not invited or accepted any Deposits from the public.

5. DIRECTORS

No sitting fee has been paid to any of the directors.

Mr. Naitik Devendrakumar Shah who was appointed as an Additional Director of the Company w.e.f. 07-06-2014 and who holds office up to the date of the forthcoming Annual General Meeting of the Company has been proposed in writing by the shareholder for the office of the Director.

Further, Mr. Pratikkumar Mehta who was appointed as an Additional Director of the Company w.e.f. 07-06-2014, who holds office up to the date of the forthcoming Annual General Meeting of the Company has been proposed in writing by the shareholder for the office of the Director.

Your Directors recommend their appointment as the Director of the Company.

Mr. Vivek Jain, Mr. Pawankumar, Mr. Abhinav Sharma and Mr. Rahul Jain was appointed w.e.f. 13-12- 1988, 23-07-2013, 18-06-2012 and 01-01-2008 respectively, has resigned from the directorship of the company due to their personal reasons w.e.f. 06-07-2014, 11-06-2014, 23-04-2013 and 09-11-2013 respectively. The Board appreciates the contribution made by them during their tenure of Director of the Company.

Ms. Bhavi Sanghvi and Mr. Mukhtar Singh is Appoint as Independent Director not liable to retire by rotation.

Brief details of the Directors seeking appointment/re-appointment as stipulated under clause 49 of the listing Agreement with the Stock Exchange is enclosed with Notice.

6. OPEN OFFER TO THE PUBLICE SHAREHOLDERS OF THE COMPANY TO ACQUIRE 1161342 EQ. SHARE;

During the year an open offer was made by Mr. Pratik Sharadkumar Mehta along with Mrs. Aruna Naaresh Satunda, Mr. Kaushal D. Vadecha and Mr. Nikhil Champaklal Shah, pursuant to the relevant provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the Public Shareholders of M/s Surya Industrial Corporation Limited to acquire up to 1,161,342 Equity Shares of the Company representing 26% of the total paid up capital at a price of Rs. 10/- per share..

7. AUDIT REPORT & ACCOUNTS

No qualification by the Auditor has been recommended.

8. PARTICULARS OF EMPLOYEE

Particulars of employees required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are – Nil

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company.

The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2013-14.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) we state –

i) That in the preparation of the annual accounts the applicable accounting standards has been followed and there is no material departure:

ii) That your directors had selected such accounting policies and applied them consistently and made judgment 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 accounting year and of the profit or loss of the company for that year;

iii) That your directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguard the assets of the company and for preventing and detecting fraud and other irregularities and

iv) That your directors had prepared the annual accounts on a going concern basis.

11. AUDITORS

M/s Arpan Chudgar & Associates, (Firm Redg. No. 133877W) Chartered Accountants, appointed as a Statutory Auditor of the Company in place of M/s KKJ & Associates who will retire at ensuring annual general meeting.

The Company has received a confirmation from the Auditors to the effect that their appointment if made would be in the limits prescribed under the section 141(3) (g) of the Companies Act, 2013.

12. COMPLIANCE CERTIFICATE

Pursuant to requirement of section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from Practicing Company Secretary, for the Accounting Year ended 31.03.2014. The same has been attached in Director''s Report.

13. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section title Corporate Governance Report and Management Discussion and Analysis Report is attached to this Report.

14. ACKNOWLDGEMENT

Your directors wish to convey their thanks to their Employees, Shareholders, Banker, financer and auditors for continuance of their support.

By Order of the Board of Directors For Surya Industrial Corporation Ltd.

Sd/-

(Pratikkumar Mehta) Bhavi Sanghavi Place: Surat Managing Director Director Date: 09-08-2014

Registered office: B-9, Industrial Estate, Partapur, Meerut, Uttar Pradesh – 250 103 CIN : L15311UP1988PLC010285


Jun 30, 2013

The Board of Directors of your Company has pleasure in presenting the 26th Annual Report of the Company along with Audited Accounts and the Auditor''s Report for the Accounting Year ended 30th June, 2013.

1. FINANCIAL RESULTS:

Comparative Figures are as under

Particulars 2012-13 2011-12

Sales & Job Work 445000.00 1194000.00

Other Income 5038000.00 5634000.00

Profit on sale of Assets 0.00 0.00

Reduction in value of Investment 0.00 0.00

Profit before depreciation 2340000.00 4526000.00

Depreciation 1504000.00 2493000.00

Net Profit before tax 17406000.00 718000.00

Net Profit after tax 17406000.00 718000.00

Balance b/f from previous year (-)72477000.00 (-)72477000.00

2. OPERATIONS

Company has come out of the purview of SICA. Board for Industrial and Financial Reconstruction (BIFR) Bench III, in its directions issued in January, 2013 decided to delist the Company from the purview of SICA.

Company is now optimistic towards its growth and smooth functioning of the Company has been resumed to give the momentum to the Company. Management is hopeful of Growth of the Company, now hereon, in the coming future for the Company. Looking into the future prospectus, the management considered and approved to Sell, lease or otherwise disposal and/or transfer/sale of land, building, machinery and any other assets of the Company situated at 37/4, Village Dungrawali, Meerut bypass Road, Meerut. The Board considered the matter in the Board Meeting of 17th August, 2012 and the matter was duly approved by the Board and subsequently by the shareholders by way of Postal ballot and the results for the same were declared by the Mr. Vivek Jain, Chairman and Managing Director, on 27th October, 2012.

3. DIRECTORS

No sitting fee has been paid to any of the directors.

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Rahul Jain, Director of the Company, retires by rotation and being eligible, seeks re-appointment. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the article of association of the Company, Mr. Mukhtar Singh was appointed as Additional Director of the Company and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notice in writing from the existing members proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257(1A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the article of association of the Company, Mr. Pawan Kumar was appointed as Additional Director of the Company and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notice in writing from the existing members proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257(1A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company. Mr. Abhinav Sharma and Raman Sapra has been appointed as Additional Directors on 18/08/2012 and 17/09/ 2012 respectively and resigned on 20/06/2013 and 05/11/2012 respectively. Mr. Navdeep Gupta who was appointed on 01/01/2011 got resigned from the directorship of the Company on 10/09/2012. Mahender Singh, Laleswar Kumar Raut and Seema Jain, Directors of the Company resigned on 18/08/2012 from the directorship of the Company.

Brief details of the Directors seeking appointment/re-appointment as stipulated under clause 49 of the Listing Agreement with the Stock Exchange is enclosed with Notice.

4. DIVIDEND

In view of accumulated losses, your directors regret their inability to declare the dividend to shareholders.

5. AUDIT REPORT & ACCOUNTS

No Qualification by the Auditor has been recommended.

6. PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are - NIL

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company. The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2012-13.

8. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuance to section 217(2AA) we state -

i) that in the preparation of the annual accounts the applicable accounting standards had been followed and there is no material departure;

ii) that your 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 accounting year and of the profit or loss of the company for that year;

iii) that your directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) that your directors had prepared the annual accounts on a going concern basis.

9. AUDITORS

M/s KKJ & Associates., Chartered Accountants, Meerut, Auditor of the company retire at ensuing annual general meeting and being are eligible & willing for re-appointment.

The Company has received a confirmation from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1B) of the Companies Act, 1956.

10. COMPLIANCE CERTIFICATE

Pursuant to requirements of Section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from Practicing Company Secretary, for the Accounting Year ended 30.06.2013. The same has been attached in Director''s Report.

11. ACKNOWLEDGEMENT

Your directors wish to convey their thanks to their Employees, Shareholders, Banker, financer and auditors for continuance of their support.

By Order of the Board of Directors

For Surya Industrial Corporation Ltd.

Sd/-

(Vivek Jain)

Chairman cum Managing Director

Date : 14.10.2013

Place : Meerut


Jun 30, 2012

To The Members of Surya Industrial Corporation Limited Meerut

Ladies and Gentlemen,

The Board of Directors of your Company has pleasure in presenting the 25th Annual Report of the Company along with Audited Accounts and the Auditor''s Report for the Accounting Year ended 30th June, 2012.

1. FINANCIAL RESULTS:

Comparative Figures are as under

Particulars 2011-12 2010-11

Sales & Job Work 1194000.00 360000.00

Other Income 5634000.00 6245000.00

Profit on sale of Assets 0.00 97000.00

Reduction in value of Investment 0.00 0.00

Profit before depreciation 4526000.00 4865000.00

Depreciation 2493000.00 2868000.00

Net Profit before tax 718000.00 1997000.00

Net Profit after tax 718000.00 1997000.00

Balance b/f from previous year (-)72477000.00 (-)73195000.00

2. OPERATIONS

Company continues to be under the purview of BIFR for its financial reconstruction.Company has achieved sales of Rs.11.94 Lacs by selling electric laminations & partly job work of production of Tyres. Company is making all efforts to revive its operations.But due to lack of working capital, company could not make any headway in revival of operation of the company to any great extent. Land & Factory building, not in immediate use, have been leased out and earnings of Rent have been used for repayment of loan liabilities of UPFC and PICUP.

3. FUTURE OUTLOOK

Your directors have tried to give momentum to business of Manufacturing & Trading of Electric Lamination during the year and are very hopeful. Company is pursuing with UPFC and PICUP for One time Settlement of its outstanding dues.

4. DIRECTORS

No sitting fee has been paid to any of the directors.

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Vivek Jain, Director of the Company, retires by rotation and being eligible, seeks re-appointment. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the article of association of the Company, Mr. Abhinav Sharma was appointed as Additional Director of the Company and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notice in writing from the existing members proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257(1A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the article of association of the Company, Mr. Bhavi Jitendra Sanghavi was appointed as Additional Director of the Company and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notice in writing from the existing members proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257(1A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company.

Brief details of the Directors seeking appointment/re-appointment as stipulated under clause 49 of the Listing Agreement with the Stock Exchange is enclosed with Notice.

6. DIVIDEND

In view of accumulated losses, your directors regret their inability to declare the dividend to shareholders.

7. AUDIT REPORT & ACCOUNTS

No Qualification of Auditor has been found.

8. PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are - NIL

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company. The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2011-12

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuance to section 217(2AA) we state -

i) That in the preparation of the annual accounts the applicable accounting standards had been followed and there is no material departure;

ii) That your 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 accounting year and of the profit or loss of the company for that year;

iii) That your directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) That your directors had prepared the annual accounts on a going concern basis.

11. AUDITORS

M/s KKJ & Associates., Chartered Accountants, Meerut, Auditor of the company retire at ensuing annual general meeting and being are eligible & willing for re-appointment.

The Company has received a confirmation from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1B) of the Companies Act, 1956.

12. COMPLIANCE CERTIFICATE

Pursuant to requirements of Section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from Practicing Company Secretary, for the Accounting Year ended 30.06.2012. The same has been attached in Director''s Report.

13. ACKNOWLEDGEMENT

Your directors wish to convey their thanks to their Banker, financer and auditors for continuance of their support.

By Order of the Board of Directors

For Surya Industrial Corporation Ltd.

Sd/- Sd/-

(Vivek Jain) (Rahul Jain)

Chairman cum Managing Director Director

Date : 06.12.2012

Place : Meerut


Jun 30, 2011

To The Members of Surya Industrial Corporation Limited

The Board of Directors of your Company has pleasure in presenting the 24th Annual Report of the Company along with Audited Accounts and the Auditor's Report for the Accounting Year ended 30th June, 2011.

1. FINANCIAL RESULTS:

Comparative Figures are as under

Particulars 2010-11 2009-10

Sales & Job Work 360300.00 1104089.00

Other Income 6147737.95 6132360.00

Profit on sale of Assets 97392.00 5320116.50

Reduction in value of Investment 0.00 5184000.00

Profit before depreciation 4864949.93 4312702.71

Depreciation 2868260.00 3629245.00

Net Profit before tax 1996689.93 690240.21

Net Profit after tax 1996689.93 690240.21

Balance b/f from previous year 73195197.90 (-)75191587.83

2. OPERATIONS

Due to lack of working capital, as company is already referred to BIFR, as sick company, company could not make any headway in revival of operation of the company to any great extent, though company is utilizing machinery to produce automotive tyres on job work basis. Part of few machineries have been sold during the year and sale proceeds have been used for repayment of liability of UPFC and PICUP. Land and Factory building not in immediate use have been leased out and earnings of Rent have been used for repayment of loan liabilities of UPFC and PICUP.

3. FUTURE OUTLOOK

Your directors have tried to give momentum to business of Manufacturing & Trading of Electric Lamination during the year and are very hopeful.

4. DIRECTORS

No sitting fee has been paid to any of the directors. During the year, Mr. Virjendra Kumar Singh resigned from the board of directors. Board of directors wish to place on record, appreciation of his contribution, made by him during his tenure.

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Rahul Jain, Director of the Company, retires by rotation and being eligible, seeks re-appointment. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the article of association of the Company, Ms. Seema Jain (Chairperson), Mr. Laleshwar Kumar Raut, Mr. Mahender Singh and Mr. Navdeep Gupta were appointed as Additional Directors of the Company and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notices in writing from the existing members proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257(1 A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company. Brief details of the Directors seeking appointment/re-appointment as stipulated under clause 49 of the Listing Agreement with the Stock Exchange is enclosed with Notice.

6. DIVIDEND

In view of accumulated losses, your directors regret their inability to declare the dividend to shareholders.

7. AUDIT REPORT & ACCOUNTS

We clarify the qualification/observation here under -

Schedule of repayment of dues of UPFC & PICUP as per OTS could not be adhered. Amount paid to them have been deducted from their dues.

8. PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, to this report are - NIL

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company. The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2010-11

10. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuance to section 217(2AA) we state -

i) That in the preparation of the annual accounts the applicable accounting standards had been followed and there is no material departure;

ii) That your 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 accounting year and of the profit or loss of the company for that year;

iii) That your directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) That your directors had prepared the annual accounts on a going concern basis.

11. AUDITORS

M/s KKJ & Associates., Chartered Accountants, Meerut, Auditor of the company retire at ensuing annual general meeting and being are eligible & willing for re-appointment.

The Company has received a confirmation from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1 B) of the Companies Act, 1956.

12. COMPLIANCE CERTIFICATE

Pursuant to requirements of Section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from Practicing Company Secretary, for the Accounting Year ended 30.06.2011. The same has been attached in Director's Report.

13. ACKNOWLEDGEMENT

Your directors wish to convey their thanks to Banker, financer, workers and auditors for continuance of their support.

By Order of the Board of Directors

For Surya Industrial Corporation Ltd.

Sd/- Sd/-

(Vivek Jain) (Rahul Jain)

Managing Director Director

Date : 10.11.2011

Place : Meerut

 
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