SURYO FOODS & INDUSTRIES LIMITED
Dear Members,
Your Directors have pleasure in presenting the 35th Annual Report on the business and operations together with the Audited Accounts for the financial year ending 31st March, 2024. The performance of the Company for the financial year ended on 31st March, 2024 is summarized below:
1. FINANCIAL HIGHLIGHTS:
The summarized financial results of our Company for the Financial Year ending 31st March, 2024 are detailed hereunder:
(Amount in ‘000' Rs.)
Particulars
c) Total Income
d) Less- Expenses
Note: Previous year's figures are regrouped wherever necessary.
2. SUMMARY OF OPERATION:
During the financial year the company has no revenue from operations as like the previous year. The Company has earned a Profit of Rs. 11,314,000/- as compared to the previous year's loss of Rs. 16,04,000/-. The depreciation charged during the year is Rs. 19,10,000/- as compared to the previous year of Rs. 23,34,000/-.
3. STATE OF AFFAIRS OF THE COMPANY:
During the financial the company has not done any operational activities. The Directors of the Company are putting their best effort not only to regain the operations of the company but also to improve the performance of the company by keeping the interest of the stakeholders as well as customers and society as a whole.
4. DEPOSITS:
The Company has not accepted any public deposits during the financial year ended 31st March, 2024.
5. DIVIDEND:
As during the financial year, the Company has incurred loss and the Company is also having accumulated losses, so the Board of Directors of your Company has not recommended any divided, for the financial year .
6. TRANSFER TO GENERAL RESERVE:
During the financial year ending on 31st March 2024, the Company has transferred an amount of Rs. 1,13,14,000/- to the General Reserve.
7. DECLARATION BY THE DIRECTORS:
(i) Declaration by Independent Directors
The Company has received necessary declaration from all the independent Director.
Under Sec 149(7) of Companies Act 2013, that they meet the criteria of independence laid down under section 149(6) of Companies Act 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The declaration of Independence was submitted by all the Independent Directors.
(ii) Disclosure of Interest by the Directors
All the Directors have disclosed their interest in other entities, as required under the provisions of Section 184 (1) of the Companies Act 2013, read with rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014, in Form No MBP-1.
(iii) Disclosure of Disqualification by the Directors
All the Directors of the Company has given the declaration that they are not disqualified to act as Director of the Company, pursuant to the provisions of Section 164 (1) of the Companies Act 2013, read with rule 14(1) of Companies (Appointment and Qualification of Directors) Rule, 2014.
8. Board of Directors:
A fundamental requirement of Board membership is independence, knowledge and experience based upon the absence of relationships and interest that could compromise or could be perceived as compromising the ability of a Director to exercise judgment in the best interests of the Company.
Composition
The Board of Directors of the Company is Comprised of Six directors viz. Chairman & Managing Director (Executive Chairman and director) and five non-executive directors as on 31.03.2024. Out of the Five Non-Executive directors, Three Directors are Independent Directors namely Mr. Bata Krishna Tripathy, Mr. Rama Kant Rath, & Mr. Rajendra Nath Mishra.
No Director of the Company is either member of more than ten committees and/ or Chairman of more than five committees across all Companies in which he is Director and necessary disclosures to this effect has been received by the Company from all the Directors.
Sl No Name of the Director
Status
Category
All the independent directors of the Company furnish a declaration at the time of their appointment and also annually as well that they qualify the condition of their independence as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board's Definition of Independent Director:
Independent directors shall mean Non-executive director of the company who:
a) apart from receiving director's remuneration, does not have any material pecuniary relationships or transactions with the company, its promoters, its senior management or its holding company, its subsidiaries, and associated companies;
b) is not related to Promoters, Chairman, Managing director, whole-time Director, Secretary, CEO or CFO and of any person in the management at one level below the board;
c) has not been an executive of the Company in the immediately preceding three financial years;
d) Is not a partner or an executive of the statutory audit firm or the internal audit firm that is associated with the company and has not been a partner or an executive of any such firm for the last three years. This will also apply to legal firm(s) and consulting firm(s) that have a material association with the entity;
e) Is not a supplier, service provider or customers of the Company. This should include lessor-lessee type relationships also; and
f) Is not a substantial shareholder of the company i.e. owning two percent or more of the block of voting shares.
Separate Meeting of Independent Directors:
The Listed Company needs to conduct at least one meeting in a year wherein Independent Directors can evaluate the Board, Independent Directors individually, Committees as well as the Board procedures of the Company. All Independent Directors met separately on 22nd March, 2024 without the presence of Non-Independent Directors.
Code of Conduct:
The Company has adopted Code of Conduct for all Directors, Senior Management and employees of the Company. This Code is derived from three interlinked fundamental principle, viz good corporate governance, good corporate citizenship and exemplary personal conduct. Further, all the Board members and senior management personnel (as per Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have affirmed compliance with the respective Code of Conduct.
Board Meetings & Procedures:
The Board meets in executive session at least four times in a year at quarterly intervals and more frequently if deemed necessary, to transact its business. Information and data that are important to the Board's understanding of the business in general and relating to matters tabled for discussion. The agenda and relevant enclosures are distributed to the members of the Board sufficiently in advance of the meeting. Sensitive material, however, is presented for discussion at the meeting only. The meetings of the Board of Directors are generally held at Company's registered office at Bhubaneswar and are generally scheduled well in advance.
Numbers & Dates of Board Meetings held during the year.
(i) During , the Board of Directors met 4 times on the following dates:
Sl No.
(ii) The details of attendance of each Director at the Board Meetings, last Annual General Meeting and the number of other Directorships and Chairman/Memberships of Committee are as follows.
Name of the Director
9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of Business of the Company.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the Company has not made any loans, guarantees or investments under Section 186 of the Companies Act, 2013.
11. SECRETARIAL STANDARDS:
During the year under review the Company has complied with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).
12. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company, pursuant to sub-section 3 (a) of Section 134 and the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2023-24 in the Form MGT-7 has been uploaded on Company's website.
13. CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2)(a) of the SEBI (LODR) Reg 2015, the Company is not required to comply with the provisions of Chapter IV of (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted to the Stock Exchange a Certificate obtained from a practicing Company Secretary certifying that its' net worth and paid up capital as on March 31, 2024 is below the threshold as provided in Reg 15 (2) (a) and thus fulfilling the criteria for such exemption. Thus, the Corporate Governance Report is not enclosed with the Annual Report.
The Company has complied with the mandatory corporate governance requirements as applicable under other statutes and laws and certain requirements have been voluntarily adopted as a good corporate governance practice.
The inclusion of separate section of Corporate Governance in the Annual Report is not mandatorily required for the financial year under review. However, certain details are provided elsewhere in the report for the information of stakeholders.
14. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:
M/s. Sanjit Mohanty & Co., Chartered Accountants (Firm Registration No. 328858E) has been appointed as the Statutory Auditor of the Company in the 33rd AGM for a period of Five financial years up to the conclusion of the 38th AGM.
There are no qualifications, reservation, adverse remark or disclaimer made by the statutory auditor in his report.
15. COST AUDIT:
As per the provision of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rule, 2014, Cost Audit was not applicable to the Company during the Financial Year.
16. SECRETARIAL AUDITOR:
M/s. Saroj Ray and Associates, Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the Financial Year as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year forms part of the Annual Report as Annexure to the Board Report in Annexure-A.
There are no qualifications, reservations, adverse remark or disclaimers made by the secretarial auditor in the Secretarial Audit report.
The Board has re-appointed M/s. Saroj Ray and Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the Financial Year.
17. INTERNAL AUDITOR:
M/s. AASA & Associates, Practicing Chartered Accountants was appointed as the Internal Auditor of the Company to conduct the Internal Audit for the Financial Yearas required under Section 138 of the Companies Act, 2013 and Rules there under. The Board has re-appointed M/s. AASA and Associates, Practicing Chartered Accountants as the Internal Auditor of the Company for the Financial Year 2024-25.
18. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
The particulars as prescribed under sub-section (3)(m) of 134 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings & Outgo is ‘NIL' during the year.
19. RELATED PARTY TRANSACTIONS:
During the financial year, the company has entered into transactions with related parties at an Arm's Length basis. The details of the related party transactions are mentioned in AOC-2 which is attached to the board's report in Annexure-B.
20. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATES:
There is no Subsidiary, Joint Venture or Associates of the Company.
21. CORPORATE SOCIAL RESPONSIBILITIES COMMITTEE:
The Company is not required to constitute a Corporate Social Responsibility Committee as our Company is not coming under the Criteria as stipulated under the Section 135(1) of the Companies Act, 2013.
22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company did not have any funds lying as unpaid or unclaimed amount for a period of seven years. Therefore the Company is not required to transfer any funds to the Investor Education and Protection Fund (IEPF).
23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no such material changes and commitments affecting the financial position of the company from the date of closure of accounts up to the date of the Board report.
24. 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 Companies Policies, the safeguarding of its assets, prevention and detection of frauds and errors, and the timely preparation of reliable financial disclosure.
25. RISK MANAGEMENT POLICY:
The Board is of the opinion that, risk is an inseparable element from business which may threaten the existence of the Company so adequate measures have been taken to minimize the quantum of risk element.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and Material order passed by the regulator or courts or tribunals impacting the going concern status and company's operations in future.
27. MANAGEMENT'S DISCUSION AND ANALYSIS REPORT:
Management's Discussion and Analysis for the financial year under review, as stipulated under Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section as Annexure-C forming part of the Annual Report.
28. PARTICULARS OF EMPLOYEES:
During the financial year, following disclosures are required in respect of following employees:
Sl. No Employee Name
Designation
Qualificati on
29. COMMITTEES OF THE BOARD:
The Board of Directors has constituted Committees of the Directors, as mandated by Law, Regulations to deal with specific areas and activities which require an independent expert review of subject matter. The Board Committees are formed with approval of the Board and function according to Terms of Reference and statutory provisions mandating such constitution. These Committees play an important role in the overall management of day-today affairs and governance of the Company.
The Board currently has the following Committees:
(a) Audit Committee:
The Primary objective of the Audit Committee of the company is to monitor and provide effective supervisions of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting.
The Audit Committee met 4 times during the year 2023-24. The composition of the committee are given below:
Name of Director
Attendance:
Sl. No.
Date of Meeting
Audit Committee Charter: a) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible. b) Recommending to the Board, the appointment, re-appointment, and removal of the external auditor, fixation of audit fee, and also approval for payment of any other services. c) Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:
Any change in the Accounting policies and practices.
Major accounting entries based on exercise of judgment by the management.
Qualification on draft Audit Report.
Significant adjustments arising out of audit.
The going concern assumption.
Compliance with accounting standards.
Compliance with Stock Exchange and legal requirements concerning financial statements.
Any related party transactions i.e. transaction of the company of material nature, with promoters or the management, their subsidiaries or relatives etc that may have potential conflict with the interest of the company at large.
d) Reviewing with management, external and internal auditor, adequacy of internal controls systems.
e) Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
f) Discussion with internal auditors any significant findings and follow up thereon.
g) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
h) Discussion with external auditors before the audit commences on the nature and scope of audit as well as has post audit discussion to ascertain any area of concern.
i) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
j) To approve un-audited Quarterly Financial Results and publish the same as required in the Listing Agreement.
The meetings of the Audit Committee were also attended by Internal Auditor, Accounts Executive of the company and representatives of the Statutory Auditors as invitees for the relevant meetings. The recommendations of audit committee are usually accepted and implemented by the Board.
Audit Committee and Establishment of Vigil Mechanism:
The Audit Committee is oversees the vigil mechanism of the Company, the committee overseas the genuine concerns established by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The company has also provided direct access the Chairman of the Audit Committee to discuss their concerns and grievances.
(b) Nomination and Remuneration Committee:
The Committee consists of only independent and Non- executive Director and the said committee constituted as per Section 178(1) of the Companies Act, 2013.The Nomination and Remuneration Committee met onetime during the year 2023-24.The composition and attendance of the committee are given below:
Composition:
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 salient features of the said policy are as under.
Policy for appointment and removal of Director, KMP and Senior Management.
1. Appointment Criteria and Qualification:
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.
b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.
2. Term / Tenure
a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
b) Independent Director: An Independent Director shall hold office for a term up to five years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company.
3. Evaluation
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).
4. Removal
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee recommends, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.
Remuneration for Directors, KMP and other Employees: The policy provides that the remuneration of Directors, KMP and other employees shall be based on the following key principles:
1. Pay for performance: Remuneration of Executive Directors, KMP and other employees is a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goal. The remuneration of Non -Executive Directors shall be decided by the Board based on the profits of the Company and industry benchmarks.
2. Balanced rewards to create sustainable value: The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors and employees of the Company and encourage behavior that is aligned to sustainable value creation.
3. Competitive compensation: Total target compensation and benefits are comparable to peer companies in the industry and commensurate to the qualifications and experience of the concerned individual.
4. Business Ethics: Strong governance processes and stringent risk management policies are adhered to in order to safeguard our stakeholders' interest.
(c) Stakeholders Relationship Committee:
The "Stakeholders Relationship Committee" comprising of independent & Non- Executive Directors. The functioning and terms of reference of the Committee, inter-allia, approves issue of duplicate certificates, observes and reviews all matters connected with securities transfers. The Committee also looks into redressing of investor's grievance pertaining to transfer/ transmission of shares, dividends, dematerialization/rematerialization, replacement of lost/stolen/mutilated share certificates, splitting, conversion and other related issues and to strengthen investor relation, complaints like non-transfer of shares, non-receipt of declared dividends, etc. The Stakeholders Relationship Committee met onetime during the year 2023-24. The composition and attendance of the committee are given below:
Sl. No. Date of Meeting
30. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year under review, no complaints were received by the internal committee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
31. FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015 the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees, and of all the individual Directors based on various parameters relating to roles, responsibilities, and obligations of the Board, the effectiveness of its functioning, the contribution of Directors at meetings and the functioning of its Committees. The directors expressed their satisfaction with the evaluation process:
32. DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) OF THE COMPANIES ACT, 2013:
The Financial Statements are prepared in accordance with the applicable Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with rules issued thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as modified by SEBI Circular No. CIR/CFD/FAC/62/2016 dated 05thJul, 2016.
The Directors confirm that:
(a) In the preparation of annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) 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 and loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) 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;
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
33. DETAILS OF APPLICATIONMADE OR PROCEEDING UNDER PENDING UNDER
INSOLVANCY ANDBANKRUPTCY CODE 2016.
During the year under review, there were no application made or proceeding pending in the name of the Company under Insolvency and Bankruptcy Code 2016.
34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FRON BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.
Acknowledgement:
The Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders' clients, Bank, Central &State government, the company's valued investors and all other business partner for their continued co-operation and excellent support received during the year.
For and on behalf of the Board
Suryo Foods & Industries Limited
Sd/-
Date: 12.08.2024
Amarendra Dash
Place: Bhubaneswar
Chairman cum Managing Director
DIN: 00583036