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Directors Report of Upsurge Investment & Finance Ltd.

Mar 31, 2018

The Members

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the company along with the Audited Financial accounts for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars

Year Ended 31st March 18

Year Ended 31st March 17

Total Income

3957.51

1323.27

Profit before Depreciation and Tax

384.28

65.34

Less: Depreciation

2.70

2.77

Profit before Tax

381.58

62.57

Less: Provision for Income Tax

77.09

11.19

Profit after Tax

304.49

51.38

Balance brought forward from previous years

(36.95)

(75.81)

Transfer to Statutory Reserve

(76.32)

(12.52)

Balance carried to Balance Sheet

191.22

(36.95)

REVIEW OF OPERATION

The Company is mainly engaged into investment and financial activities. During the year under review, the total revenues for the year were Rs. 3957.51 lacs, as compared to Rs. 1323.27 lacs last year. With continued focus, dedication and hard work of the management, the profit before exceptional item and tax have jumped significantly to Rs. 381.58 lacs during the year under review from previous year of Rs. 62.57 lacs.

BUSINESS REVIEW

Upsurge Investment & Finance Limited (“The Company”) is a non-banking financial company that fulfills aspirations of its Individual and Corporate clients by satisfying their financial needs. We are engaged in Primary and Secondary capital market activities and provide a wide range of services including:-

- Corporate Finance

- Gold Loans

- Real Estate Mortgage Finance

- Loans against Shares and securities

Our range of offerings allows our clients to tap opportunities and execute value creating transactions. While most of our existing ventures are largely focused on corporate clients.

DIVIDEND

In line with the improved financial performance as compared to previous three (3) financial years, your Directors are pleased to recommended a dividend of Re 0.50 per share (5%) previous year (NIL) per equity share of Rs. 10/-(Rupees Ten only) each, for the financial year 2017-2018. The dividend, if approved by the Members at the 24th Annual General Meeting will result in the total dividend appropriation of Rs. 91.34 lacs including dividend distribution tax of Rs. 15.58 lacs (Previous year NIL)

MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2017-18.

A. INDUSTRY STRUCTURE & DEVELOPMENT

The financial sector landscape has changed materially over the past few years with non-banks, both non-banking financial companies (NBFCs) and housing finance companies (HFCs), gaining share in the overall credit pie, even as banks have faced asset quality challenges. Fiscal 2018 is a pivotal year for NBFCs. NBFCs have gone through a period of regulatory transition, most significantly in the recognition of non-performing assets, which culminates this fiscal. The past 12 months have also been eventful as non-banks navigated demonetization and are now addressing the impact of Goods and Services Tax on their customers and business model. However, with underlying business growth expected to remain steady in key segments, the fortunes of NBFCs are on an uptrend.

Non-Banking Financial Companies (NBFCs) have played a critical role in stimulating the growth of the Indian economy and have made a significant contribution towards supporting the government’s agenda of extending financial inclusion. In fact, they have emerged as key financiers to businesses, especially the high-potential, credit-hungry MSME sector.

The Government of India has introduced several reforms to liberalize, regulate and enhance this industry. The Government and Reserve Bank of India (RBI) have taken various measures to facilitate easy access to finance for Micro, Small and Medium Enterprises (MSMEs). These measures include launching Credit Guarantee Fund Scheme for Micro and Small Enterprises, issuing guideline to banks regarding collateral requirements and setting up a Micro Units Development and Refinance Agency (MUDRA). With a combined push by both government and private sector, India is undoubtedly one of the world''s most vibrant capital markets. In 2017, a new portal named ''UdyamiMitra'' has been launched by the Small Industries Development Bank of India (SIDBI) with the aim of improving credit availability to Micro, Small and Medium Enterprises'' (MSMEs) in the country.

- Global payments solution giant Master Card has launched its first technology lab in Pune, which will enable India to move towards digital economy and financial inclusion.

- Four metro cities of Delhi, Mumbai, Bangalore and Chennai can reap benefits of US$ 7.2 billion annually by increasing payments through digital means.

- Bank Bazaar, a financial marketplace start-up in India, raised US$ 30 million in a funding round led by Experian Plc, a credit rating agency based in UK, taking the company''s total funding to US$ 110 million.

- Private equity (PE) investments in India increased 59 per cent to US$ 24.4 billion in 2017, with average deal size of US$ 42.8 million, according to data provided by Venture Intelligence.

- Private equity and venture capital firms recorded investments worth US$ 7.9 billion with 180 deals during January-March 2018.

- In May 2018, total equity funding''s of microfinance sector grew at the rate of 39.88 to Rs 96.31 billion (Rs 4.49 billion) in 2017-18 from Rs 68.85 billion (US$ 1.03 billion).

B. OPPORTUNITIES & THREATS

- Agility is very important as it sets the banks apart. Banks function slower as compared to the NBFCs, which is why agility is important. Technological advancements like the use of mobile phones & the internet can help in making information easily accessible anytime anywhere. Hence reducing the demand & reliance on bank branches".

- "NBFCs & MFIs are the largest propellants of ushering finance into the country".

- Technology is not only at the head of banking and financial services, but also an increasingly digitalized India has underpinned the rise of NBFCs.

- Ground level understanding of customers profile and their credit needs, which gives them an edge, as their ability to customize their products according to client needs.

- NBFCs leverage alternative and tech-driven credit appraisal methodologies to gauge creditworthiness, which lets them target those left traditionally underserved by banks.

- Owing to the challenges NBFC’s face in sourcing credit from traditional banking institutions, domestic businesses, as well as, individuals are increasingly turning to NBFCs to meet their funding needs.This shift in borrower sentiment has unlocked a tremendous opportunity for NBFCs to capitalize on. In the last two years, NBFCs have registered multi-fold growth to double their market share in SME and wholesale loan categories, in addition to making significant inroads into other consumer loan categories.

C. RISKS AND CONCERNS

- The pace at which foreign companies gaining a foothold in the payment and loans segment in India has raised concerns.

- Experts believe unhindered ownership in NBFCs could lead to easier access to financial data of all Indians by these companies.

- RBI is working towards harmonization of NBFC regulations with banks.

- Higher borrowing costs and narrowing options to raise funds will pose challenges for retail non-banking finance companies (NBFCs) in the fiscal year ending March 2019 as they seek to raise Rs. 3.8 to Rs. 4 lakh crore of debt to finance a 20% growth in loan portfolio, rating agency ICRANSE 0.08 % said on Monday.

- Pricing related pressure is expected to be higher in the second half of fiscal 2019, as debt redemptions are expected to happen at a faster pace than their advance maturities and as incremental growth is expected to be at a more robust in the second half.

- Based on the debt maturity profiles, and incremental funding requirement, the weighted average cost of funding for NBFCs could be higher by a minimum of about 45 basis points in FY 2019.

- Banks’ funding to NBFCs increased 27% during FY2018, while the banking system credit growth remained muted at 8% for the period. Mutual fund exposure which is another source of funds for NBFCs could crucial this year.

- The recent developments in the Foreign Portfolio Investors (FPI)- debt space too is partly negative and could impact private placement funding to NBFC via this route. Depreciation in the rupee and hardening global yields are likely to further have an adverse effect on the overseas investor appetite.

- The industry is concerned about t4he easy access of data by foreign entities in the financial services sector. Some leading players want to have a relook at the regulation relating to holding structure of NBFCs

D. OUTLOOK

- As per the Reserve bank of India, the credit intensity measured in terms of credit as percentage of GDP for systemically important and non-deposit accepting NBFCs stood at 8% in 2017. Similarly, their share in the total credit to the commercial sector stood at 8.8% for the year, which reflects substantial potential for growth of NBFCs.

- NBFCs have been targeting the informal segment consisting of individuals that are either self-employed or employed in the informal sector. But this segment poses asset quality issues. Going ahead, NBFCs will have wider access to consumer data thanks to the new digital-age that will simplify their asset quality concerns as per the BCG report. Moreover, NBFCs can partner with payment banks and small financial banks and provide more financial offerings to customers thereby boosting their growth prospects.

- Micro small and medium enterprises being under-banked and under-served section of the population present a big growth opportunity for NBFCs. In order to drive employment and consumption, the government has increased focus on expediting the formalisation of the economy. Towards this end, the tax rate on MSMEs with annual turnover of Rs 500 million was reduced to 25% in the last Union Budget. In this year''s budget, the tax concession has been extended to MSMEs with annual turnover of Rs 2.5 billion. To alleviate the lending woes of the MSME sector, the government has allocated Rs 37.9 billion for credit support, capital, and interest subsidy. It set a target of Rs 3.3 trillion under Mudra Yojana which provides funds to micro and small enterprises through NBFCs. These initiatives are expected to drive credit growth in the MSME segment.

- The government’s focus on infrastructure development in the country is expected to provide huge scope to NBFCs engaged in infrastructure financing.

- As the large exposure regime for the banks will come into effect by 2018, NBFCs will have more room to operate in big corporates financing segment in the medium term. With the development in the equity and corporate bond markets in future, investment companies are likely to have better prospects in future.

E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. Considering the size and nature of activities, the company has adequate internal control system covering both accounting and administrative control. In addition the internal audit is carried out periodically. The management ensuring an effective internal control system so that the financial statements and reports give a true and fair view and during the year under review no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such control.

F. HUMAN RESOURCES

The company always regards human resources as its most valuable asset and continuously evolves policies and process to attract and retain its substantial pool of managerial resources through friendly work environment that encourages initiatives by individuals and recognizes their performance.

G. CAUTIONARY NOTE

Certain Statements in the Management Discussion and Analysis describing the company''s views about the industry, expectations, objectives, etc. may be understood ''forward looking statement'' within the meaning of applicable laws and regulations. Factors like changes in Government regulations, tax laws and other factors such as industrial relations and economic developments etc. may further influence the company''s operations or performance. Actual results may differ substantially or materially from those expressed or implied.

RESERVES

The company proposes to transfer Rs.76.32 lacs to the statutory reserves out of the amount available for appropriation.

SHARE CAPITAL

The Company had not issued any equity shares either with or without differential rights during the F.Y. 2017 - 2018 and hence, the disclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

DEPOSITIS

The Company has neither accepted nor renewed any deposits from public or members during the year under review under Section 73 of the Companies Act, 2013 read with Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on 31st March, 2018.

DIRECTORS

In accordance with the provisions of section 152 of the Companies Act, 2013 and articles of association of the Company Mrs. Pratibha Goyal, (DIN:00399056) (Non-Executive Director)of the company, retires by rotation in the ensuring Annual General Meeting and being eligible has offered herself for reappointment.

During the period under review Mr. Kiran Vaidya and Mr. Sukdeo Agrawal were appointed as an additional nonexecutive, independent director on the Board with effect from 16th January 2018 for a period of (2) two years subject to approval of the shareholders in the ensuing Annual General Meeting.

Brief resume of the directors seeking appointment/reappointment is given in the notice to the annual general meeting. None of the Directors of your Company is disqualified under provisions of Section 164(2)(a) and (b) of the Companies Act, 2013.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP’S) DURING THE YEAR 2017-18

During the year under review Mr. Manish Kabra has been appointed CFO of the Company w.e.f. 16th January, 2018 in place of Ms. Dipika Jadav who has resigned from the post of CFO of the Company w.e.f. 16th January 2018.

Ms.Nikita Trivedi had resigned as a Company Secretary and Compliance Officer of the Company w.e.f. 31st March, 2018. Mr. Manish Kabra has been appointed as interim in her place as Compliance Officer of the company w.e.f. 31st March, 2018.After that Ms. Ela Gupta was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 22nd May, 2018.

CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT

The Board of Directors of the Company has appointed Adroit Corporate Services Private Limited as its new RTA w.e.f. 30th July, 2018 in place of Sharex Dynamic (India) Private Limited.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby 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 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 that period;

iii. proper and sufficient care has been taken 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;

iv. proper annual accounts have been prepared on a going concern basis;

v. internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013 and are not disqualified from continuing as Independent Directors.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out evaluation of the Board, its Committees and Individual Directors. The evaluation process has been explained in the Report on Corporate Governance, which forms part of this Board’s Report.

Also, the Independent Directors, at their meeting reviewed the performance of the Board, its Chairman and Non-Executive Directors of the Company.

NUMBER OF BOARD MEETINGS HELD DURING THE PERIOD

A notice of the Board Meeting is circulated well in advance with Agenda, including detailed explanation to be discussed, to enable the Board to take an informed decision.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement/Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, 05 (Five) Board Meetings were held during the year ended 31st March, 2018, the dates are 29th May, 2017, 10th August, 2017, 16th October, 2017, 16th January, 2018 and 30th March, 2018. Detailed information on the Board Meetings with regard to attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Board Report.

COMMITTEES OF THE BOARD

The Board of Directors of your company has constituted various committees in compliance with the provisions of the Companies Act, 2013 and Listing Regulations.

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholder Relationship Committee

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/ role of the committees are taken by the Board of Directors. A detailed note on the Board and its Committees is provided under the Corporate Governance Section in this Annual Report.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on 29th December, 2017 inter-alia, to discuss:

- Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

- Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

- Evaluation of the quantity, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The appointment and Remuneration Policy is stated in the Corporate Governance Report of the Company that forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 (AS AMENDED)

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company is enclosed as Annexure - 1 and forms part of this Report.

Further, no employee of the Company is earning more than the limits as prescribed pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any subsidiary or associate company and has not entered into joint venture with any other company during the financial year ended 31st March 2018. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements of the Company’s subsidiary(ies) in Form AOC-1 is not enclosed.

CORPORATE GOVERNANCE REPORT

As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance Report forms integral part of this Board Report. The requisite compliance certificate as required under Part E of Schedule V of the Listing Regulation is issued by Jain & Trivedi, Chartered Accountants pertaining to the compliance of the conditions of Corporate Governance is Annexed thereto.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 that required to be attached with this report has been amended vide Notification dated 31st July, 2018 issued by the Ministry of Corporate Affairs (‘MCA’) the same is placed on the company’s website and the web link is below: http://upsurgeinvestment.com/pdf/MGT-9-FY-2017-18.pdf

STATUTORY AUDITORS

M/s Jain & Trivedi, Chartered Accountants (FRN:113496W) were appointed as the Statutory Auditors of the Company during the 23rd AGM held on 29th September, 2017 for a period of five years as per the provisions of Section 139 of the Companies Act, 2013.

However with the Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs (‘MCA’), the first proviso to Section 139(1) of the Companies Act,2013 pertaining to the requirement of annual ratification of appointment of Auditors by member is omitted.

Accordingly as per the companies (Amendment) Act, 2017 ratification of the appointment of Statutory Auditors during their period of appointment will not be considered.

AUDITORS’ REPORT

Independent Auditor’s Report

There are no qualifications, reservation or adverse remark or disclaimer in the Independent Auditor’s Report provided by M/s. Jain & Trivedi, Chartered Accountants, for the F.Y. 2017-2018. The notes to accounts forming part of financial statements are self-explanatory and need no further clarification.

Secretarial Audit Report

Pursuant to Provision of Section 204 of the Companies Act, 2013 and Rules framed there under Board of Directors have appointed M/s. Kamlesh Jain & Associates, Practicing Company Secretaries to conduct Secretarial Audit. The Secretarial Audit Report for the Financial Year ended 31st March 2018 forms the integral part of the Board Report as Annexure-2. There are no qualifications, reservation or adverse remark or disclaimer in Secretarial Audit Report.

Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government

There are no such frauds committed by the Company which are reported by auditors.

PARTICULARS OF LOANS, GUARAUNTEES OR INVESTMENTS

Pursuant to Section 186 (11) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non-Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large. Accordingly disclosures of related party transactions in Form AOC-2 have not been furnished. All Related Party Transactions were placed before Audit Committee and Board for their approval. Your Company has formulated policy of Related Party Transaction which is also available on the website of the Company http://www.upsurgeinvestment.com

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments which could affect the Company’s financial position have occurred till date of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

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

- Conservation of Energy & Technology Absorption

The Company is not engaged in manufacturing activities and therefore provisions relating to conservation of energy and technology absorption are not applicable to it. However, efforts are being made to minimize consumption of energy, wherever possible.

- Foreign Exchange Earnings and Outgo

During the year under review there were no Foreign Exchange earnings and outgo.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has approved Risk Management policy and guidelines, wherein all material risks faced by the company are identified and assessed. Moreover in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the company as company does not fall into ambit of the provisions of section 135 of Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 .

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

In respect of internal financial control, the Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Further, the management regularly reviews the control for any possible changes and takes appropriate actions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal control systems and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Whistle Blower Policy / Vigil Mechanism for directors and employees to report genuine concerns has been established by the Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy of the Company is also available on the website of the Company www.upsurgeinevstment.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti Harassment policy in line with the requirements of The sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints. Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the company.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time as applicable.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY’S OPERATIONS

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company’s operations in future.

COMPLIANCE WITH SECRRTARIAL STANDARDS ON BOARD AND GENERAL MEETING

Pursuant to Clause 9 of the Revised Secretarial Standard-1(SS-1), your company has complied with applicable Secretarial Standard issued by the Institute of Company Secretaries of India during the financial year under review.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Upsurge Investment & Finance Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Share hold.

For and on behalf of the Board of Directors

Dayakrishna Goyal Hansraj Goyal

Managing Director Director

DIN:00398539 DIN:00398273

Mumbai, dated 11th August, 2018


Mar 31, 2015

Dear Members,

The Directors are presenting the Twenty first Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2015.

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2015 31.03.2014

Total Income 2823.94 954.10

Profit/(Loss) before Depreciation and 19.59 13.05 Tax

Less: Depreciation 5.56 3.26

Profit/(Loss) before Tax 14.03 9.79

Less: Provision for Income Tax 1.50 Nil

Profit/(Loss) after Tax 12.53 9.79

Balance brought forward from previous (100.42) (108.25) years

Adjustments as per new Companies Act, (0.49) - 2013

Transfer to Statutory Reserve (2.65) (1.96)

Balance carried to Balance Sheet (91.03) (100.42)

DIVIDEND

In view of insufficient profit and brought forward losses, the directors do not recommend any dividend for the year ended March, 31, 2015.

PERFORMANCE

The Company is mainly engaged into investment and finance activities. During the year under review, the total revenues for the year were Rs. 2823.94 lacs, as compared to Rs. 954.10 lacs last year. Company has reported that, net profit for the year stood at Rs.12.53 lacs as compare to Rs. 9.79 lacs last year.

DIRECTOR'S

In accordance with the provisions of section 152 of the Companies Act, 2013 Mr. D.K.Goyal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Pursuant to Clause 49 of the Listing Agreement, the background of the Director proposed to be appointed/ re-appointed at the annual General Meeting is given in the Corporate Governance report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The appointment and Remuneration Policy is stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

INDEPENDENT DIRECTORS MEETING

During the year under review, the independent Directors of the Company met on January 15, 2015 inter-alia, to discuss:

a) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

b) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors.

c) Evaluation of the quantity, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties.

INDUCTION AND TRAINING OF THE BOARD MEMBERS

Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment is given such letter of appointment and also briefed by the Managing Director/ Executive Director about the nature of business of the Company, its finances, operations etc. The Compliance Officer of the company also assists the Independent Director in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company.

EVALUATION OF PERFORMANCE OF THE BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

BOARD COMMITTEES

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 /Listing Agreement viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Finance Committee.

During the year under review, in compliance with the provisions of Clause 49 of the Listing Agreement, the board has also constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance section of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors confirm that:—

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 as at March 31, 2015 and of the profit of the company for that period;

iii. the 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;

iv. the directors have prepared the annual accounts on a going concern basis.

v. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

vi. the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11)(a) of the Companies Act,2013 (the 'Act') read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee.

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board's report.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

STATUTORY AUDITORS

The Shareholders at their 20th Annual General Meeting held on 30th September 2014 approved appointment of M/s. Bansal Bansal & Co., Chartered Accountants, as the Auditors of the Company for a term of consecutive three years, subject to ratification by the shareholders every year, as per the provisions of section 139 of the companies act 2013 read with Rules made there under. Accordingly ratification of the members for the appointment of M/s Bansal Bansal & Co, Chartered Accountants as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting is being obtained at the ensuing Annual General Meeting.

The Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Pankaj & Associates, Practicing Company secretary to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit report is annexed herewith as Annexure-1 to this report.

The Secretarial Audit Report does not contain any qualification or adverse remark. Observations in the Secretarial Audit Report have been noted.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the company.

PARTICULARS OF EMPLOYEES:

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith as Annexure-2. There are no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of whom particulars are required to be furnished.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure-3 to this Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS IF ANY.

There are no significant or material orders passed by the Regulators / courts which would impact the going concern status of the Company and its operations.

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

Pursuant to the requirement under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

i. The company has no activity involving conservation of energy or technology.

ii. Foreign exchange earning Rs. Nil.

iii. Foreign Exchange outgo: Rs. Nil

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti Harassment policy in line with the requirements of The sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies within the Company. Based on the report of internal audit function process, owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

SHARES

a) The Company has not bought back any of its securities during the year under review.

b) The Company has not issued any Sweat Equity Shares during the year under review.

c) No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time as applicable.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Upsurge Investment & Finance Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

D. K. GOYAL

Mumbai, dated 10th August 2015 Managing Director


Mar 31, 2014

Dear Members,

The Directors are presenting the Twentieth Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2014.

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: - (Rs. In Lacs)

Year Ended Year Ended 31.03.2014 31.03.2013

Total Income 954.10 1990.03

Profit/(Loss) before Depreciation and Tax 13.05 (2.55)

Less: Depreciation 3.26 3.60

Profit/(Loss) before Tax 9.79 (6.15)

Less: Provision for Income Tax Nil Nil

Profit/(Loss) after Tax 9.79 (6.15)

Balance brought forward from previous year (108.2) (102.10)

T ransfer to Statutory Reserve (1.96) Nil

Balance carried to Balance Sheet (100.42) (108.25)

DIVIDEND

In view of brought forward losses, the directors do not recommend any dividend for the year ended 31st March, 2014.

PERFORMANCE

The company is mainly engaged into investment and finance activities. Gross total income of the company has decreased as compared to previous financial year due to global economic and financial challenges all around the world including India. Henceforth every sector and company ''s performance and profitability suffered. However company has managed to earned net profit of Rs. 9.79 lacs as compared to previous year''s loss of Rs. 6.15 lacs.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and/or rules framed there under.

SHARE CAPITAL

Your company has not made any allotment during the year and hence forth there is no change in the Share Capital of the Company.

DIRECTORS

Pursuant to the provisions of Sections 149(13) and 152 of the Companies Act, 2013 Independent Directors of the Company are not liable to retire by rotation. The term of office of Independent Director is five consecutive years on the Board of the Company, but he shall be eligible for re-appointment on passing the Special Resolution for another term of five years. Hence all the Independent Directors of the Company will be appointed for a term of Five years commencing from September 30, 2014 to September 29, 2019.

Pursuant to the provisions of Companies Act, 2013 Mrs. Pratibha Goyal was appointed as an Additional Non-Executive Director of the Company w.e.f. August 8, 2014 liable to retire by rotation.

The Company has received notices under Section 160 of the Companies Act, 2013 from Members of the Company with requisite deposit signifying their intention to propose Mr. Hansraj Goyal, Mr. Dinesh Vijayvargia and Mrs. Pratibha Goyal as Directors of the Company.

The above appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Brief resume of the Directors proposed to be appointed and reappointed and other information as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is given in Corporate Governance Report.

Mr. B.K. Goyal resigned from the Directorship of the company w.e.f August 8, 2014.The Board places on record their appreciation for the valuable guidance and services rendered by Mr. B.K. Goyal.

DIRECTOR'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

* That in the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

* That the directors have 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;

* That the directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

STATUTORY AUDITORS

M/s. Bansal Bansal & Co., Chartered Accountants, having Firm registration no. 100986W the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under the provisions of the Companies Act, 2013 and also that their firm is not disqualified within the meaning of Section 141 of the Companies Act, 2013, for such appointment.

The Board of Directors therefore recommends the appointment of M/s. Bansal Bansal & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2014-2015 for the approval of the members.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time as applicable to it.

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

Pursuant to the requirement under section 217(1)(e) of the Companies Act 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988.

a) The Company has no activity involving conservation of energy or technology absorption.

THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 in respect of whom particulars are required to be furnished.

ACKNOWLEDGEMENT

The Directors take the opportunity to thank all their colleagues at Upsurge Investment & Finance Ltd. for their professionalism and dedication to the task at hand. The Board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

D. K. GOYAL Managing Director Mumbai, dated 8th August 2014


Mar 31, 2013

To the Members,

The Directors are presenting the Nineteenth Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2013.

FINANCIAL RESULTS

Financial results of the company during the year vis-à-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended

31.03.2013 31.03.2012

Total Income 1990.03 1,396.48

Profit before Depreciation and Tax (2.55) (48.31)

Less: Depreciation 3.60 3.18

Profit before Tax (6.15) (51.49)

Less: Provision for Income Tax Nil Nil

Profit after Tax (6.15) (51.49)

Balance brought forward from previous years (102.10) (50.61)

Transfer to Statutory Reserve Nil Nil

Balance carried to Balance Sheet (108.25) (102.10)

DIVIDEND

In view of losses during the year under review directors do not recommend any dividend for the year ended 31st March, 2013.

PERFORMANCE

The company is mainly engaged into investments and finance activities. The total income of the company has increased to Rs. 1990.03 lacs from Rs. 1396.48 lacs in the previous year. The financial year 2012-13 witnessed to be a very difficult period all around the world including India. The capital spending was at lower side. The demand was low resulted lower production and lower profitability / negative profitability. Henceforth every sector and company''s performance and profitability suffered. The company has incurred net loss of Rs. 6.15 lacs during the year.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and/or rules framed there under.

SHARE CAPITAL

Your company has not made any allotment during the year and hence forth there is no change in the Share Capital of the Company.

DIRECTORS

Mr. B.K. Goyal retire by rotation in accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer himself for re-appointment.

Information on the Directors eligible for reappointment as required under clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of the Directors under item no. 2 forming part of the Notice dated 29th July 2013 circulated along with Annual Report 2012-13

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

- That in the preparation of annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the company for the year under review;

- That the directors have 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;

- That the directors have prepared the accounts for the financial year ended 31st March, 2013, on a ''going concern'' basis.

STATUTORY AUDITORS

M/s Bansal Bansal & Co., Chartered Accountants (Registration No. 100986W) Statutory Auditors of the company, retire from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (1-B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. Bansal Bansal & Co., Chartered Accountants as the Statutory Auditors.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time as applicable to it.

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

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

Pursuant to the requirement under section 217(1)(e) of the Companies Act 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988,

a) The Company has no activity involving conservation of energy or technology absorption.

ACKNOWLEDGEMENT

The Directors take the opportunity to thanks all its colleagues at Upsurge Investment & Finance Ltd. for their professionalism and dedication. The Board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

D. K. GOYAL

Mumbai: 30th May 2013 Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2012.

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Total Income 1,396.48 2142.61

Profit before Depreciation and Tax (48.31) 8.95

Less: Depreciation 3.18 3.18

Profit before Tax (51.49) 5.77

Less: Provision for Income Tax Nil Nil

Profit after Tax (51.49) 5.77

Balance brought forward from previous years (50.61) (55.22)

Transfer to Statutory Reserve Nil 1.16

Balance carried to Balance Sheet (102.10) (50.61)

DIVIDEND

In view of losses the directors do not recommend any dividend for the year ended 31st March, 2012.

PERFORMANCE

The world economy has been passing through stress. Financial turmoil in Europe has affected other countries. This contagion has pushed up borrowing cost and slowed growth in many parts of the world, and capital flows to developing counties have fallen. As a result, and despite a strengthening of activity in the United States and Japan, world trade has slowed down. Under this scenario the forecast for global economic growth has been revised downward to about 2.5% in 2012. Indian economy also slowed down in 2011-12 mainly due to weak industrial growth. Inflation remained a major concern constraining RBI to pursue tight monetary policy. These recessionary conditions resulted negative profitability of the company.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and/or rules framed there under.

SHARE CAPITAL

Your company has not made any allotment during the year and hence forth there is no change in the Share Capital of the Company.

DIRECTORS

Mr. Hansraj Goyal retire by rotation in accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

- That in the preparation of annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the company for the year under review;

- That the directors have 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;

- That the directors have prepared the accounts for the financial year ended 31st March, 2012, on a 'going concern' basis.

STATUTORY AUDITORS

M/s Bansal Bansal & Co., Chartered Accountants (Registration No. 100986W) Statutory Auditors of the company, retire from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (1-B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. Bansal Bansal & Co., Chartered Accountants as the Statutory Auditors.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time as applicable to it.

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

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

Pursuant to the requirement under section 217(1)(e) of the Companies Act 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988,

a) The Company has no activity involving conservation of energy or technology absorption.

b) Foreign exchange earnings and outgo Earnings: Nil Outgo: Rs. 96,500/-

ACKNOWLEDGEMENT

The Directors take the opportunity to thanks all its colleagues at Upsurge Investment & Finance Ltd. for their professionalism and dedication. The Board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

D. K. GOYAL

Mumbai: 29th June, 2012 Managing Director


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Seventeeth Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2011.

FINANCIAL RESULTS

Financial results of the company during the year vis-à-vis previous year are as follows: -

(Rs. In Lacs) Year Ended Year Ended 31.03.2011 31.03.2010

Total Income 2153.92 2061.27

Profit before Depreciation and Tax 8.94 11.58

Less: Depreciation 3.18 3.52

Profit before Tax 5.76 8.06

Less: Provision for Income Tax Nil Nil

Profit after Tax 5.76 8.06

Balance brought forward from previous years (55.21) (61.66)

Transfer to Statutory Reserve 1.16 1.61

Balance carried to Balance Sheet (50.61) (55.21)

DIVIDEND

In view of insufficient profit, the directors do not recommend any dividend for the year ended

31st March, 2011.

PERFORMANCE

The financial year 2010-11 was one in which both the world as well as the Indian economy showed resilence. While the global economy rebounded amidst fears of a double-dip recession, the Indian economy surged ahead on the back of its strong fundamentals.There were and are concerns that cannot be ignored: high inflation and shortage of liquidity in India; the aftermath of the dreadful earthquake and tsunami in Japan; sovereign debt crisis in several countries in the EU; and uprisings in the Middle East and the impact on oil prices. These have had and continue to have an impact on the business environment. However in this scenario Company has still maintained its profitability.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

SUBSIDIARIES

The company has one wholly owned subsidiary viz. Upsurge Shares & Securities Pvt Ltd. This is non

material Indian unlisted subsidiary of the company.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act,

1956 and/or rules framed there under.

SHARE CAPITAL

During the year under review, the company has allotted 60 lacs warrants, convertible into equivalent equity shares having face value of Rs.10/- each to the promoters and others on preferential basis which were converted into equity shares of Rs.10/- each fully paid up

DIRECTORS

Mr. Dinesh Vijayvargia retire by rotation in accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer himself for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to

Directors Responsibility Statement, it is hereby confirmed:

- That in the preparation of annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

- That the directors have 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;

- That the directors have prepared the accounts for the financial year ended 31st March 2011 on a ‘going concern basis.

STATUTORY AUDITORS

M/s Bansal Bansal & Co., Chartered Accountants (Registration No. 100986W) Statutory Auditors of the company, retire from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (1-B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. Bansal Bansal & Co., Chartered Accountants as the Statutory Auditors.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the Reserve Bank of India

from time to time as applicable to it.

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with the

Companies (Particulars of Employees) Rules 1975 as amended.

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

Pursuant to the requirement under section 217(1)(e) of the Companies Act 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988,

a) The Company has no activity involving conservation of energy or technology absorption.

b) The Company does not have any foreign exchange earnings and outgo.

ACKNOWLEDGEMENT

The Directors take the opportunity to thanks all its colleagues at Upsurge Investment & Finance Ltd. for their professionalism and dedication. The Board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

D. K. GOYAL Mumbai 27th June 2011 Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the SIXTEENTH Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2010.

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: -



(Rs. In Lacs)

Year Ended Year Ended

31.03.2010 31.03.2009

Total Income 2061.27 426.14

Profit / (loss) before Depreciation and Tax 11.58 (49.33)

Less: Depreciation 3.52 3.42

Profit / (loss) before Tax 8.06 (52.75)

Less: Provision for Income Tax & FBT Nil 0.54

Profit / (loss) after Tax 8.06 (53.29)

Balance brought forward from previous years (61.66) (8.38)

Transfer to Statutory Reserve 1.61 -

Balance carried to Balance Sheet (55.21) (61.66)



DIVIDEND

In view of insufficient profit, the directors do not recommend any dividend for the year ended 31st March, 2010.

PERFORMANCE

Fiscal 2010 has been a year of renewal of confidence and optimism in the Indian Economy, as it has rebounded strongly from the impact of the global financial crisis and demonstrated its inherent strength and growth potential. Indias resilience has been admirable as it demonstrated that a domestic consumption driven economy is more immune to the vagaries of global uncertainties.

Looking at the performance for the year, the profit after tax has increased to Rs. 8.06 lacs in 2010 against Loss of Rs.52.75 lacs in the last year.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of Companies Act,1956 and/or rules framed there under.

DIRECTORS

Shri B.K.Goyal retire by rotation in accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

- That in the preparation of annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

- That the directors have 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;

- That the directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

STATUTORY AUDITORS

M/s Bansal, Bansal & Co., Chartered Accountants Auditors of the company, retire from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (l-B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. Bansal, Bansal & Co., Chartered Accountants as the Auditors.

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

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

In view of the nature of activities are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and research and development and technology absorption respectively are not applicable to the Company

FOREIGN EXCHANGE EARNING AND OUTGO

Earnings Nil Outgo : Nil

ACKNOWLEDGEMENT

The Directors takes this opportunity to thanks all its colleagues at Upsurge Investment & Finance Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.



For and on behalf of the Board of Directors

D.K. Goyal

Mumbai 4th August 2010 Managing Director

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