Mar 31, 2015
To
The Members,
SURYA MARKETING LIMITED
The Directors have pleasure in presenting before you the 30th Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March, 2015.
FINANCIAL RESULTS:
S.
No. Particulars 2014-15 (in Lacs) 2013-14(in Lacs)
1. Total Income/Loss 301.05 128.81
2. Less: Total Expenses 299.95 125.64
3. Profit Before Tax 5.06 3.17
4. Current Tax 1.94 1.00
5. Profit/Loss after Tax 3.52 2.17
FINANCIAL PERFORMANCE
During the year under review, the Company's income is Rs.301.05 lacs as
against income of Rs. 128.81 lacs in 2013-14. The net profit after tax
during the year has been Rs.3.52 lacs as against the net profit of Rs.
2.17 lacs in the previous year.
DIVIDEND
To plough back the profits in to the business activities, no dividend
is recommended for the Financial year 2014-15.
SHARE CAPITAL
Sub-Division
During the period under review, The Company has split up its share
capital from Rs.10 per share into the shares of Rs. 1/- each w.e.f.
19.11.2014 and thereafter, the Authorized Share Capital as on March 31,
2015 is Rs.3,50,00,000/- (Rupees Three crores and Fifty lacs only)
divided into 3,50,00,000 (Three crores and Fifty lacs) Equity Shares of
Rs.1/-(Rupess One Only) each.
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect
the financial position of the Company occurred between the end of the
financial year of the Company and date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control,
including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company
policies, guidelines and procedures provide for adequate checks and
balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly.
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management
and has developed a Risk Management Policy. The Policy provides
identifying internal and external risks and implementing risk
mitigation steps.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as Annexure to this Report.
The information required pursuant to Section 197(12) read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Employees of the Company, will be
provided on request. In terms of Section 136 of the Act, the reports
and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule
5(2) of the said rule which is available for inspection by the Members
at the Registered Office of the Company during the business hours on
working days of the Company upto the date of ensuing Annual General
Meeting. If any Member is interest in inspecting the same, such Member
may write to the Compliance officer in advance.
DEPOSITS
The Company has not accepted deposit from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014. No amount of principal or
interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS
SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2015, provision
of section 129 of the Companies Act, 2013 is not applicable.
STATE OF COMPANY AFFAIRS:
There are no order against the Company and the smooth running of
business enhancing the profitability of the company.
STATUTORY AUDITORS
M/s Sarika Chopra & Associates, Chartered Accountants (Firm
Registration number 020194C) has been recommended for appointment as
Statutory Auditors in place of M/s Kumar Anoop & Co, Chartered
Accountants, (who have expressed their unwillingness to continue) for a
term of 5 consecutive years from the conclusion of the ensuing 30th
Annual General Meeting till conclusion of 36th AGM subject to
ratification by shareholders at every Annual General Meeting and in
respect of which the Company has received a special notice.
The Company has received a letter from M/s Sarika Chopra & Associates,
Chartered Accountants (Firm Registration number 020194C) to the effect
that their appointment if made, would be within the limits as
prescribed under Sec 141 of the Companies Act,2013.
AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and therefore, in the opinion of the Directors, do
not call for further comments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT Â 9 has been annexed
to the Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of The Companies
(Accounts) Rules, 2014 in respect of Conservation of Energy and
Technology Absorption have not been furnished considering the nature of
activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year
under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply
with the provisions related to Corporate Social Responsibility on the
basis of its financial statement.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review, Mr. Diwakar Joshi resigned from the post
of director and Ms. Radhika Thapliyal appointed as Additional Director
w.e.f..25/03/2015.
Ms. Rakhi Nagpal has been resigned from the post of Company secretary
w.e.f.25.07.2014.
Appointment of Mr. Abhishek Gogia as Company Secretary w.e.f.
25.07.2014 & resigned w.e.f. 28/12/2014.
b) Declaration by an Independent Director(s) and re- appointment, if
any
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, and Listing Agreement.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act, 2013, the Board has
carried out annual performance evaluation of its own performance, the
directors individually as well the evaluation of the working of its
Audit, Nomination & Remuneration and Stakeholder committee.
SEXUAL HARASSMENT:
The Company has zero tolerance for Sexual Harassment at workplace and
has adopted a Policy on prevention of Sexual Harassment in line with
the provisions of Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redresssal) Act, 2013 and the Rules made thereunder.
There was no complaint on sexual harassment during the year under
review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
BOARD MEETINGS
During the year Twelve Board Meetings were convened. The intervening
gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
COMMITTEES OF THE BOARD OF DIRECTORS.
(a) AUDIT COMMITTEE
The Board of Directors of the Company has duly constituted the Audit
Committee of the Company consisting three Directors out of which two
are Non Executive Director of the Company. All the Directors have good
knowledge of Finance, Accounts and Company Law.
During the year under review, the Committee was reconstituted on 25th
March, 2015 due to resignation of Mr. Diwakar Joshi, Director and
Chairman of the Committee. The Chairman of the Committee is Ms.
Radhika Thapliyal.
All the Members on the Audit Committee have the requisite qualification
for appointment on the Committee and possess sound knowledge of
finance, accounting practices and internal controls.
The composition of the Audit Committee as at March 31, 2015:
1. Ms. Radhika Thapliyal
2. Mr. Virender Singh Rana
3. Mr. Kailash Chand Upreti
Meetings of Audit Committee and their Attendance:
15th May, 2014, 13th August 2014, 13th November 2014, 13th February
2015.
Sr.
No. Name of the Director Designation Category No. of
Meetings
Attended
1. Mr. Diwakar Joshi# Chairman Independent 4
Director
2. Mr. Virender Singh
Rana Member Independent 4
Director
3. Mr. Kailash Chand
Upreti Member Non Executive
Director 4
4. Ms. Radhika Thapliyal* Chairman Independent NA
Director
# Resigned from the Directorship w.e.f. 25.03.2015.
* Appointed as an Additional Independent Director w.e.f. 25.03.2015.
The Committee is governed by a Charter which is in line with the
regulatory requirements mandated by the Companies Act, 2013.
Some of the important functions performed by the Committee are:
Oversight of the Company's financial reporting process and financial
information submitted to the Stock Exchanges, regulatory authorities or
the public.
Reviewing with the Management the quarterly unaudited financial
statements and the Auditors' Limited Review Report thereon/audited
annual financial statements and Auditors' Report thereon before
submission to the Board for approval.
Review the Management Discussion & Analysis of financial and
operational performance.
Recommending to the Board, the appointment/re-appointment of
statutory/internal auditors and the fixation of audit fees.
Review the investments made by the Company.
(b) . STAKEHOLDERS' RELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act,
2013 and the Listing Agreement, the Board has renamed the existing
"Shareholders'/Investors' Grievance Committee" as the "Stakeholders'
Relationship Committee".
During the year under review, the Committee was reconstituted on 25th
March, 2015 due to resignation of Mr. Diwakar Joshi, Director and
Chairman of the Committee. The Chairman of the Committee is Ms.
Radhika Thapliyal.
The composition of the Shareholders Relationship Committee as at March
31, 2015:
1. Ms. Radhika Thapliyal
2. Mr. Virender Singh Rana
3. Mr. Ankit Modi
Meetings of Shareholders Relationship Committee and their Attendance:
15th May, 2014, 13th August 2014, 13th November 2014, 13th February
2015.
Sr.
No. Name of the Director Designation Category No. of
Meetings
Attended
1. Mr. Diwakar Joshi# Chairman Independent 4
Director
2. Mr. Virender Singh
Rana Member Independent 4
Director
3. Mr. Ankit Modi Member Non 4
Executive Director
4. Ms. Radhika
Thapliyal* Chairman Independent NA
Director
# Resigned from the Directorship w.e.f. 25.03.2015.
* Appointed as Additional Director w.e.f. 25.03.2015.
The Committee is governed by a Charter which is in line with the
regulatory requirements mandated by the Companies Act, 2013.
The terms of reference of the Committee are:
Transfer/transmission of shares/debentures and such other securities as
may be issued by the Company from time to time;
- issue of duplicate share certificates for shares/ debentures and
other securities reported lost, defaced or destroyed, as per the laid
down procedure;
- issue new certificates against subdivision of shares, renewal, split
or consolidation of share certificates / certificates relating to other
securities;
- issue and allot right shares / bonus shares pursuant to a Rights
Issue / Bonus Issue made by the Company, subject to such approvals as
may be required;
- to grant Employee Stock Options pursuant to approved Employees' Stock
Option Scheme(s), if any, and to allot shares pursuant to options
exercised;
- to issue and allot debentures, bonds and other securities, subject to
such approvals as may be required;
- to approve and monitor dematerialization of shares / debentures /
other securities and all matters incidental or related thereto;
- to authorize the Company Secretary and Head Compliance / other
Officers of the Share Department to attend to matters relating to
non-receipt of annual reports, notices, non-receipt of declared
dividend / interest, change of address for correspondence etc. and to
monitor action taken;
- monitoring expeditious redressal of investors / stakeholders
grievances;
- all other matters incidental or related to shares, debenture
The details of investor complaints received and resolved during the
period April 1, 2014 & March 31, 2015 is as under:
No. of Investor Complaints No. of Investor
Complaints No. of Investor
Complaints
received from April 1, 2014 resolved from
April 1, 2014 pending at the
end of
to-- March 31, 2015 to March 31, 2015 March 31, 2015
NIL NIL NIL
(c) NOMINATION AND REMUNERATION COMMITTEE
In compliance with Section 178 of the Companies Act, 2013, the Board
has constituted - the "Nomination and Remuneration Committee in its
Board Meeting held on 2nd May, 2014 and reconstituted on 25th March,
2015".
Composition
The composition of Nomination and Remuneration Committee of the Board
comprises of three Directors as at 31st March, 2015:-
Sr. Name of the Director Designation Category
No.
1. Mr. Diwakar Joshi# Chairman Independent Director
2. Mr. Virender Singh Rana Member Independent Director
3. Mr. Ankit Modi Member Non-Executive and Non
Independent Director
4. Ms. Radhika Thapliyal* Member Independent Director
# Resigned from the Directorship w.e.f. 25.03.2015.
*Appointed as an Additional Director w.e.f. 25.03.2015.
The terms of reference of the Committee inter alia, include the
following:
- Succession planning of the Board of Directors and Senior Management
Employees;
- Identifying and selection of candidates for appointment as Directors
/ Independent Directors based on certain laid down criteria;
- Identifying potential individuals for appointment as Key Managerial
Personnel and to other Senior Management positions;
- Formulate and review from time to time the policy for selection and
appointment of Directors, Key Managerial Personnel and senior
management employees and their remuneration;
- Review the performance of the Board of Directors and Senior
Management Employees based on certain criteria as approved by the
Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The
Companies (Meeting of Board and its Powers) Rules, 2014, Company is
required to establish a Vigil Mechanism for its Directors and
employees. In order to ensure that the activities of the Company and
its employees are conducted in a fair and transparent manner by
adoption of highest standards of professionalism, honesty, integrity
and ethical behavior the company has adopted a vigil mechanism policy.
This policy is explained in corporate governance report and also posted
on the website of company.
RESERVE AND SURPLUS
As on 31st March, 2015, Rs. 2,23,710.11 stood as the Amount of Reserve
and Surplus after transferring Rs. Rs. 352371.19 as the current year
profit.
INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on 13th
Novembr, 2014, inter alia, to discuss:
- Evaluation of the performance of Non-independent Directors and the
Board of Directors as a whole.
- Evaluation of the performance of the chairman of the Company, taking
into account the views of the Executive and Non-executive directors.
- Evaluation of the quality, 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.
- All the Independent Directors were present at the Meeting.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has not provided Loans, Guarantees and
Investments covered under the provisions of Section 186 of the
Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related
parties which may have a potential conflict with the interest of the
Company at large. The details of transactions with the Company and
related parties are given for information under notes to Accounts.
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read
with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 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.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED
IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with
Rule 9 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. Sumit Gupta &
Associates, Company Secretaries, (Certificate of Practice No. 10542) to
undertake the Secretarial audit of the Company for the Financial Year
2014-15 and the report is attached herewith.
With reference to the qualifications, we wish to explain that the
Company is searching the best person for the post of Company Secretary
and Chief Financial Officer and due to in advertent error, some delay
were happened which the company will try to overcome.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators
or courts or tribunals, impacting the going concern status and
company's operations in future.
AUDIT OBSERVATIONS
Auditors' observations are suitably explained in notes to the Accounts
and are self-explanatory.
HUMAN RESOURCES
There are no employees as on date on the rolls of the Company who are
in receipt of Remuneration which requires disclosures under Section 134
of the Companies Act, 2013 and Companies (Particulars of Employees)
Rules, 1975.
During the year under review, relationship with the employees is
cordial.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that -
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) 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;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
ACKNOWLEDGEMENT
Directors take this opportunity to express their thanks to various
departments of the Central and State Government, Bankers, Material
Suppliers, Customers and Shareholders for their continued support and
guidance.
The Directors wish to place on record their appreciation for the
dedicated efforts put in by the employees of the Company at all levels.
By Order of the Board of Directors
SURYA MARKETING LIMITED
Sd/- Sd/-
Place: New Delhi Kailash Chand Upreti Virender Singh Rana
Date: 31/08/2014 Director Director
DIN: 06782078 DIN: 06782773
348, Pardhan Enclave Makan No. 285,.
Parshuram Enclave, Village Galin No. 1,, Shalimar
Village,
Burari, Delhi-110084. New Delhi-110088.
Mar 31, 2014
The Directors have pleasure in presenting the 29th Annual Report and
Audited Accounts of Surya Marketing Limited (''the Company'') for the
year ended 31st March, 2014 (''the financial year'').
FINANCIAL HIGHLIGHTS
The summarized performance of the Company for the years 2013-14 and
2012-13 is given below:
Particulars For Financial
Year For Financial
Year
Ended Ended
31st March,
2014 31st March,
2013
(Rs. In Lacs) (Rs. In Lacs)
Total Income 128.81 14.50
Total Expenditure 124.26 13.94
Profit before Depreciation and Tax 4.55 0.56
Less: Depreciation 1.37 0.03
Profit after Depreciation but before 3.17 0.52
Tax
Less: Current Tax 1.00 0.16
Add: Excess Provision of Income Tax of 0.00 0.00
Previous years
Profit / (Loss) After Tax 2.17 0.36
Proposed Dividend 0.00 0.00
Tax on Dividend 0.00 0.00
Transferred to Statutory Reserves 0.00 0.00
FINANCIAL PERFORMANCE
During the year under review, your Company has recorded a total income
of Rs. 128.81 Lacs, against Rs. 14.50 Lacs in the previous year, with
a total increase of Rs. 114.31 Lacs. Net Profit before Taxation for
the financial year ended March 31, 2014 increased from Rs. 0.52 Lac to
Rs. 3.17 Lac which is increase of Rs. 2.65 Lac from the previous year.
Consequently, the Profit after Tax increased from Rs. 0.37 Lac to Rs.
2.17 Lac an increase of Rs. 1.8 Lac.
DIVIDEND
In consideration of future prospects of the Company, Your Board of
Directors has decided to plough back the profits into the business
operations of the Company.
PUBLIC DEPOSIT
Your Company has not accepted any deposits from the public during the
year under review.
INCREASE IN EQUITY SHARE CAPITAL
During the year under review, the Company has increased its authorized
equity Share capital from Rs. 1,00,00,000 (Rupees One crore only)
consisting 10,00,000 Equity shares of Rs. 10/- each to Rs. 3,50,00,000
(Rupees three crore fifty lacs only) consisting 35,00,000 equity shares
of Rs. 10/- each.
Also, the Company has issued and allotted 835500, 744000, 425000,
518500 equity shares of Rs, 10/- each on 22th August, 2013, 24th
August, 2013, 16th November, 2013 and 19th November, 2013 respectively
and accordingly, the Equity Paid up Share capital stand increased to
Rs. 3,02,30,000 (Rupees three Crores two lacs thirty thousand only)
consisting 3023000 equity shares of Rs. 10/- each.
DIRECTORS
In accordance with Section 256 of the Companies Act, 1956 read with the
Articles of Association of the Company, Mr. Ankit Modi, Director of
the Company, retire by rotation and being eligible offer himself for
re-appointment at the ensuing Annual General Meeting.
Also, Mr. Diwaker Joshi was appointed as an additional director by the
Board of Directors in its meeting held on 1st January, 2014 and Mr.
Virender Singh Rana and Mr. Kailash Chand Upreti were appointed as
Additional Directors by the Board of Directors in its meeting held on
15th December, 2013 and the Company has received notices under Section
160 of the Companies Act, 2013 proposing their candidature of for the
office of the Director.
Also, during the year under review, Mr. Jai Kumar, Mr. Parag Mittal and
Mr. Anurag Garg resigned from the Board.
LISTING OF EQUITY SHARES ON BSE LIMITED
During the year under review, Your Company has applied for listing of
its equity shares on the plateform of BSE Limited.
STATUTORY AUDITORS
The Statutory Auditors M/s Kumar Anoop & Co., Chartered Accountants,
holds office until the conclusion of the ensuing Annual General Meeting
and the Company has a letter.
The Company has received letter from them to the effect that their
appointment, if made, would be in accordance with the Act and that they
are not disqualified for such re-appointment.
A Board of directors of the company has recommended their appointment
in the ensuing Annual General Meeting.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
PARTICULARS OF EMPLOYEES
The provision of Section 217(2A) of the Companies Act, 1956 are not
applicable as no Employee of the Company draws remuneration to the
extent laid down therein.
CHANGE IN REGISTERED OFFICE
During the year under review, Company changed its registered office to
House No. 4346, Ground Floor, Gali No. 4C, Ansari Road, Darya Ganj,
New Delhi-110002
SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
CONSOLIDATED FINANCIAL STATEMENTS
Since there is no subsidiary of the Company at present, hence no
consolidated financial statements have been prepared.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 217(1) (e) of the Companies Act, 1956 read
with Rule 2 of the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 are not applicable to the Company.
Therefore, the information relating to conservation of energy or
technology absorption etc. is not given. There has been no foreign
exchange earnings and outgo during the year under Report.
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:
a. in the preparation of the annual accounts for the year ended March
31 2014, the applicable Accounting Standards have been followed;
b. 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 or
loss of the Company for the year under review;
c. the Directors have 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
d. the Directors have prepared the annual accounts of the Company on a
going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Clause 49 of the Listing Agreement,
Management Discussion and Analysis Report is presented in the separate
section and forms an integral part of the Annual Report.
CORPORATE GOVERNANCE
In terms of the provisions of clause 49 of the Listing Agreement, a
report on corporate governance forms part of this Annual Report and a
Certificate from the Statutory Auditors of the Company on the
compliance with Corporate Governance requirements is attached to the
Report on Corporate Governance.
ACKNOLEDGEMENT
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from Shareholders, Bankers,
regulatory bodies and other business constituents during the year under
review.
Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, resulting in successful performance of the Company during
the year.
By Order of the Board
For Surya Marketing Limited
Sd/- Sd/-
Kailash Chand Upreti Ankit Modi
Director Director
Din No.: 06782078 Din No.: 02684835
Place: New Delhi
Date : 15th May, 2014
Mar 31, 2013
Dear Members,
The Board of Directors are pleasure the Annual Report of the Company
for the financial year ended 31st March 2013.
1. FINANCIAL RESULTS
Particulars 2012-13 2011-12
Sales 1,450,720 -
Other Receipts - 74,865
Less: Operating Expenses 1,394,800 69,993
Profit & (Loss) before taxation 55,920 4,872
Less: Depreciation 3,775 -
Less: Current Tax and FBT 13,780 -
Profit & (Loss) after tax 38,365 4,872
Add: Deferred Tax (2,333) -
Add: Profit / (loss) brought forward (381,593) (386,465)
Profit / (loss) available for appropriation (345,561) (381,593)
Less: Transferred to General Reserve - -
Dividend - -
Balance carried to Balance Sheet (345,561) (381,593)
2. FINANCIAL PERFORMANCE
During the year under review, Your Company has recorded a total income
of Rs. 14,50,720 against Rs. 74,865 in the previous year with total
increase of Rs. 13,75,855. Net Profit before taxation for the financial
year ended on 31st March, 2013 increased to Rs. 55,920 from Rs. 4,872
in the previous year. Consequently, the Profit after tax increase to
Rs. 38,365 from Rs. 4,872 as in the previous year.
3. DIVIDEND
The Board of Director has not declared any dividend during the year due
to inadequacy of profits.
4. DEPOSITS :
During the year under review, Your Company has not accepted the
deposits under section 58A of the Companies Act, 1956 and Companies
(Acceptance of deposits) Rules 1975 as amended upto date.
5. AUDITORS
M/s Kumar Anoop & Co. Chartered accountant, retire at the ensuing
annual general meeting and being eligible; have given their consent to
act as auditors of the company. Members are requested to consider their
re-appointment as the auditors of the company.
6. PUBLIC DEPOSITS
The company does not accept any deposit during the financial year.
7. PARTICULARS OF EMPLOYEES
As required by the provision of section 217(2A) of the Companies ACT,
1956. Read with the Companies (particulars of employee) rules, 1975 as
amended, no employee was in receipt of remuneration exceeding Rs. 60,
00,000/- per annum or 5, 00,000/- per month for any part thereof.
8. STATUTORY AUDITOR''S
M/s Kumar Anoop & Co., Chartered Accountants, Delhi, Statutory Auditors
of the Company hold office until the conclusion of the ensuing Annual
General Meeting. The Company has received a letter from them to the
effect that their appointment, if made, would be within the limits
prescribed u/s 224(1B) of the Companies Act, 1956.
Therefore, the Board of Directors recommends their re appointment as
Statutory Auditors of the Company.
9. PARTICULARS U/S 217(1)(e)
Company is engaged in marketing activity, and there is nothing to be
disclosed in report about conversion of energy. No Agreement has been
entered into for technology absorption. Foreign Exchange earnings are
Nil and outgo is Nil.
10. DIRECTORS
Mr. Jai Kumar was appointed by the Board of Directors in their meeting
held on 09th Ferbruary, 2013. The Company has received notice from him
along with deposit of Rs. 500 signifying his intention for
re-appointment as Director of the Company.
In accordance with the provisions of the Articles of Association of the
Company, Mr. Parag Mittal is due to retire by rotation and being
eligible, offer himself for re-appointment.
11. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE :
Information in accordance with the provision of Section 217 (I) (e) of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules 1988 being not relevant/
significant, are not given. There was no foreign exchange earning or
outgo during the year under review.
12. DIRECTORS RESPONSIBILITY STATEMENTS
Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby
confirmed:-
(i) That in the preparation of the accounts for the financial year
ended 31st March 2013 the applicable accounting standards have been
followed along with proper explanation relating to material departures.
(ii) 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.
(iii) 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;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March, 2013 on a going concern basis.
ACKNOWLEDGEMENT
The board wishes to express and place on records its gratitude for the
faith reposed in and cooperation extended to the company by the
shareholders of the company. Your directors wish to place on record
their deep sense of appreciation for the devoted and sincere services
of the executives, staff and workers of the company for its success.
For and on behalf of the board
FOR SURYA MARKETING LIMITED
Sd/- Sd/-
PARAG MITTAL JAI KUMAR
(DIRECTOR) (DIRECTOR)
Place: New Delhi
Date : 20/05/2013
Mar 31, 2012
Dear Members,
The Board of Directors are pleased to present the Annual Report of the
Company for the financial year ended March 31, 2012.
FINANCIAL RESULTS
For the year For the year
2011-2012 2010-2011
Sales 0.00 0.00
Other Receipts 74865 0.00
Less: Operating Expenses 69993 91308
Profit / (Loss) before taxation 4872 (91308)
Less: Depreciation 0.00 0.00
Less: Current Tax and FBT 0.00 0.00
Profit/(Loss) after tax 4872 (91308)
Add:Deferred Tax 0.00 0.00
Add:Profit/(Loss) brought forward (386465) (295 157)
Profit/(Loss) available for appropriation 74865 (295,157)
Less:Transferred to General Reserve 0.00 0.00
Dividend 0.00 0.00
Balance carried to Balance Sheet (381593) (386,465)
The Company did not make any sales in the financial year ended on March
31, 2012 other income is Rs. 74865 Previous year was no income. The
Operating expenses amounted to Rs.69993. Previous Year was Rs. 91308.
There was no amount of Fringe benefit tax or Income tax or any
depreciation which should be deducted from PBT(Profit before Tax)
before calculating PAT(Profit after tax) so the profit/(Loss) after is
Rs4872 {Previous year Rs.(91308)} ,The amount of profit/(Loss) brought
forward is Rs. (386465) {Previous year it was Rs.
According to the explanations given to us the Central Government has
not prescribed maintenance of cost records under section 209 (1) (d) of
the Companies Act, 1956, to the company.
(a) In our opinion and as per the information provided to us the
Company is regular in depositing undisputed statutory dues including
Provident Fund, investor Education and Protection Fund, Employees State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
Excise Duty, Cess and any other statutory dues with the appropriate
authorities.
(b) According to the information and explanations given to us, no
undisputed amount payable in respect of income-tax, wealth-tax, sales
tax, customs duty and excise duty were outstanding, as at for a period
of more than six months from the date they became payable.
The accumulated losses of the company are more than fifty percent of
the net worth of the company.
According to the information and explanations given to us, the company
has not defaulted in repayment of dues to a financial institution, bank
or debenture holder. .
As per information and explanations provided to us the company has not
granted any loans and advances on the basis of security by way of
pledge of share, debentures and other securities.
(a) In our opinion, the Company is not a chit fund or nidhi/mutual
benefit fund/society. Therefore, the provisions of clause 4 (Xiii) of
the (Auditor''s Report) Order 2003 are not applicable to the Company.
(b) In our opinion and as per the information and explanation provided
to us, the company is not dealing in or trading in shares, securities,
debentures and other investments.
According to the information and explanations given to us, the company
holds shares, securities, in its own name.
As per information and explanations given to us. the company has not
during
As per information and explanations given to us, the company has not
during the year given any guarantee for loans taken by others from bank
or financial institutions.
In our opinion and according to the information and explanations
provided to us the Company has not raised any funds on short-term basis
during the financial year.
According to the information and explanations given to us, the company
has not made preferential allotment of shares to parties and companies
covered in the register maintained under section 301 of the Act.
In our opinion and as per the information and explanation provided to
us the company has not issued any debentures during the year.
As per the available inf°rmation explanations the company has not
raised money by public issue during the year.
According to the information and explanations given to us, no fraud on
or by the company has been noticed or reported during the course of our
audit.
DIVIDEND
The Board of Directors .have not declared any dividend during the
financial year 31st March 2012 because of inadequacy of profits.
STATUTORY AUDITORS
M/s. kumar Anoop & co. Chartered Accountants, New Delhi, Auditors of
the company retire at the conclusion of ensuing Annual General Meeting
and being eligible for appointment offer themselves for appointment and
are to be appointed as auditor of the Company.
FIXED DEPOSITS
The Company has not accepted any deposits during the financial Year.
MANAGERIAL REMUNERATION
No employee was in receipt of remuneration in excess of Rs.60,
00,000.00 p.a. if employed for the full year or Rs.5, 00,000.00 p.m. if
employed for part of the year. Therefore, the information as per
section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) rules 1975 are not being given. There has
been cordial relationship between the management and staff of the
company.
AUDITOR''S REPORT
All statements stated in the AuditorÂs Report are self explanatory.
PARTICULARS U/S 217(l)(e)
Company is engaged in marketing activity, and there is nothing to be
disclosed in report about conservation of energy. No agreement has been
entered into for technology absorption. Foreign Exchange earnings are
NIL and outgo are NIL.
CORPORATE GOVERNANCE
Clause 49 of the listing Agreement provides the code for corporate
governance prescribed by SEBI for listed Indian Companies. Compliance
of conditions of corporate governance is made by the company.
The Company''s principle of governance implies the strict adherence to
the corporate and other administrative laws and practice in latter and
spirit to ensure better service to the investor and. provide a
transparency in the working of the company.
An Auditor of the Company Certifying the CompanyÂs compliance with
the requirements of Corporate Governance stipulated under Clause 49 of
the Listing Agreement is attached with the Corporate Governance Report.
a) Name and address of the stock exchanges where the securities are
listed.
The Delhi Stock Exchange Association Ltd.,
DSE House, 8/1 Asaf Ali Road,
New Delhi 110002
The Listing fee for the financial year has been paid
BOARD OF DIRECTORS
Among the Board of Directors Mr. Parag Mittal retire by rotation at the
ensuing Annual Genera] Meeting and being eligible offer himself to be
reappointed as director of the company.
COMPLIANCE CERTIFICATE
The Company has appointed the Company Secretary for issuing Compliance
Certificate for the financial year ended March 31st, 2011.
BOARD MEETINGS
The Board of directors of the Company duly meet Twelve times miring the
financial years 30th April 2011, 4th July 2011, 11th August 2011, 2nd
September 2011, 4th October 2011, 10th October 2011, 7th November 2011,
14th November 2011, 20th January 2012,, 6th February 2012 and 15th
February 2011, 31st March 2012
Management Discussion and Analysis Report
A detailed review of operations, performance and future outlook of your
Company and its businesses is given in the Management Discussion and
Analysis, which forms part of this Report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirements of the provisions of the Companies Act, as
amended by Companies (Amendment) Act, 2000 your directors confirm:
(a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
(b) that 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.
(c) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(d) that the Directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT
Your Directors wish to express their gratitude for the continuous
assistance and support received from the investors, clients, bankers,
regulatory and government authorities, during the year. Your Directors
also wish to place on record their deep sense of appreciation for the
contributions made and committed services rendered by the employees of
the Company.
For KUMAR ANOOP & CO.
Chartered Accountants
(Anoop Kumar)
Prop.
M. No. 508958
Place: Delhi
Date: 07.07.2012
Mar 31, 2011
Dear members,
The Board of Directors are pleased to present the Annual Report of the
Company for the financial year ended March 31, 2011.
FINANCIAL RESULTS
For the year For the year
2010-2011 2009-2010
Sales 0.00 0.00
Other Receipts 0.00 0.00
Less: Operating Expenses 91,308.00 80,550.00
Profit / (Loss) before taxation (91,308.00) (80,550.00)
Less: Depreciation 0.00 0.00
Less: Current Tax and FBT 0.00 0.00
Profit/(Loss) after tax (91,308.00) (80,550.00)
Add:Deferred Tax 0.00 0.00
Add:Profit/(Loss) brought forward (295,157.00) (214,607.00)
Profit/(Loss) available for appropriation (295,157.00) (214,607.00)
Less:Transferred to General Reserve 0.00 0.00
Dividend 0.00 0.00
Balance carried to Balance Sheet (386,465) (295,157.00)
The Company did not make any sales in the financial year ended on March
31, 2011 and their were no other receipts as well. The Operating
expenses amounted to Rs. 91,308 during the year. There was no amount
of Fringe benefit tax or Income tax or any depreciation which should be
deducted from PBT(Profit before Tax) before calculating PAT(Profit
after tax) so the profit/(Loss) after is Rs (91,308) {Previous year
Rs.(80,550)}. The amount of profit/(Loss) brought forward is Rs.
(95,157) {Previous year it was Rs. (214,607)}. After making the
adjustments of Profit/CLoss) bought forward the amount of profit/CLoss)
available for appropriation is Rs. (386,46S.00) {Previous year it was
Rs.(295,157.00)}.
DIVIDEND
The Board of Directors .have not declared any dividend during the
financial year 31st March 2011 because of inadequacy of profits.
STATUTORY AUDITORS
M/s. kumar Anoop & co. Chartered Accountants, New Delhi, Auditors of
the company retire at the conclusion of ensuing Annual General Meeting
and being eligible for appointment offer themselves for appointment and
are to be appointed as auditor of the Company.
FIXED DEPOSITS
The Company has not accepted any deposits during the financial Year.
MANAGERIAL REMUNERATION
No employee was in receipt of remuneration in excess of Rs.
24,00,000.00 p.a. if employed for the full year or Rs. 2,00,000.00 p.m.
if employed for part of the year. Therefore, the information as per
section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) rules 1975 are not being given. There has
been cordial relationship between the management and staff of the
company.
AUDITOR''S REPORT
All statements stated in the AuditorÂs Report are self explanatory.
PARTICULARS U/S 217(l)(e)
Company is engaged in marketing activity, and there is nothing to be
disclosed in report about conservation of energy. No agreement has been
entered into for technology absorption. Foreign Exchange earnings are
NIL and outgo are NIL.
CORPORATE GOVERNANCE
Clause 49 of the listing Agreement provides the code for corporate
governance prescribed by SEBI for listed Indian Companies. Compliance
of conditions of corporate governance is made by the company.
The Company''s principle of governance implies the strict adherence to
the corporate and other administrative laws and practice in latter and
spirit to ensure better service to the investor and. provide a
transparency in the working of the company.
An Auditor of the Company Certifying the CompanyÂs compliance with
the requirements of Corporate Governance stipulated under Clause 49 of
the Listing Agreement is attached with the Corporate Governance Report.
a) Name and address of the stock exchanges where the securities are
listed.
The Delhi Stock Exchange Association Ltd., DSE
House, 8/1 Asaf Ali
Road, New Delhi 110002
BOARD OF DIRECTORS
Among the Board of Directors Mr. Anurag Garg retire by rotation at the
ensuing Annual Genera] Meeting and being eligible offer himself to be
reappointed as director of the company.
COMPLIANCE CERTIFICATE
The Company has appointed the Company Secretary for issuing Compliance
Certificate for the financial year ended March 31st, 2011.
BOARD MEETINGS
The Board of directors of the Company duly meet Ten times during the
financial years 30th Day of April 2010, 30th Day of July 2010, 06th Day
of August 2010, 31st Day of August 2010,01st Day September 2010,05th
Day of October 2010,04th Day of October 2010 ,11th Day of Oct 2010,31st
Day of January 2011, and 31st March 2011.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirements of the provisions of the Companies Act, as
amended by Companies (Amendment) Act, 2000 your directors confirm:
(a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
(b) that 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.
(c) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(d) that the Directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT
Your Directors wish to express their gratitude for the continuous
assistance and support received from the investors, clients, bankers,
regulatory and government authorities, during the year. Your Directors
also wish to place on record their deep sense of appreciation for the
contributions made and committed services rendered by the employees of
the Company.
For and on behalf of the directors of
Date : 02.09.2011 SURYA MARKETING LIMITED
Place: New Delhi
(Directors) (Directors)