To,
THE MEMBERS
Your Directors have pleasure in submitting their 31st Annual Report of the
Company together with the Audited Statements of Accounts of the Company for the year ended
on March 31, 2024.
1. FINANCIAL RESULTS:
During the year under review, the Company has achieved total Comprehensive income of
Rs. 2,185.02 lakhs on consolidated basis and Rs. 2,096.79 on Standalone basis. However,
your Directors look forward to improve the financial position of the Company and are
optimistic about the future growth and performance of the Company.
The summarized Standalone and Consolidated financial results of the Company for the
period ended March 31st, 2024 are as follows:
(Rs. In Lakhs)
Particulars |
2023-24 Standalone |
2022-23 |
2023-24 Consolidated |
Revenue from Operation |
33,066.53 |
36,663.86 |
33,066.53 |
Other Income |
345.27 |
566.53 |
345.27 |
Total Income |
33,411.80 |
37,230.39 |
3,3411.80 |
Less: Expenditure |
29,486.32 |
33,166.47 |
29,486.32 |
Profit/(loss)before Interest, Depreciation, Tax |
3,925.48 |
4,063.92 |
3,925.48 |
Less: Interest |
- |
408.98 |
- |
Less: Depreciation & Amortization Cost |
938.49 |
792.78 |
938.49 |
Less: Extraordinary items |
|
- |
- |
Profit/(loss) Before Tax |
2,986.99 |
2,862.16 |
2,986.99 |
Add : Share of Profit/Loss of associates |
- |
- |
86.22 |
Profit(Loss) Before Tax |
- |
- |
3,073.21 |
Less: Tax Expenses |
920.81 |
849.77 |
888.34 |
Profit/(loss) after Tax |
2,066.18 |
2,012.39 |
2,184.87 |
Other Comprehensive Income |
0.15 |
-1.67 |
0.15 |
Income Tax Relating to above Item |
|
0.48 |
- |
Total Comprehensive Income for the period |
2,066.33 |
2,011.20 |
2,185.02 |
Earnings Per share (EPS ) of ' 10 each Basic & Diluted |
11.25 |
10.96 |
11.90 |
2. OPERATIONAL HIGHLIGHTS:
The company has earned gross revenue from operation during the year Rs. 33,066.53 lakhs
as against Rs. 36,663.86 lakhs achieved in the previous year on standalone basis. The
Company earned total income of Rs. 33,411.80 lakhs during the year as against total income
of Rs. 37,230.39 lakhs earned in the previous year on standalone basis.
PAT during the year reported as Rs. 2,066.18 lakhs as against Rs. 2,023.39 lakhs
reported in the previous year on standalone basis. PAT of your company increased by 2.11%
during the year under review.
OPERATIONAL HIGHLIGHT OF ASSOCIATES; - M/s. Suraj Enterprise Private Limited, an
Associates company has earned gross revenue from operation Rs. 186.13 lakhs during the
financial year 2023
24. The Company has reported gross profit for the financial year Rs. 4.63 lakhs and Net
Profit Rs. 2.86 Lakhs.
3. CHNAGES IN NATURE OF BUSINESS
There is no change in the nature of the company or object during the financial year.
4. TRANFER TO INVESTOR EDUCATION & PROTECTION FUND:
Pursuant to the provisions of Section 124 of the Companies Act, 2013 and the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ('IEPF Rules, 2016'), the amount of dividend remaining unclaimed/ unpaid for a period
of seven years from the date of declaration to the "Unpaid Dividend Account" is
required to be transferred to the Investors Education and Protection Fund (Fund)
constituted by the Central Government. The Company was not required to transfer any amount
to IEPF Account during the year under review as no amount outstanding in unclaimed
dividend account. During the year review, your company has transferred amount of '
1,05,000/- to IEPF Fund From dividend declare during the year 2023-24. This Dividend
amount is on shares transferred to IEPF account, which is unclaimed for seven consecutive
years.
5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 During
the year under review, no amount was transfer to any other reserve. The profit earned
during the year has been carried to the Balance sheet of the Company.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed
as per "Annexure- A".
7. MATERIAL CHANGES AND COMMITTMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments, affecting the financial position of your
company which has occurred between the end of financial year of the company i.e. March 31,
2024 and the date of Director's Report.
8. QUALITY INITIATIVE:
The Company continues to sustain its commitment to the highest levels of quality,
superior services management and mature business continuity management.
9. DIVIDEND:
Your company has paid interim dividend of Rs. 275.46/- lakhs at the rate of 15% i.e.
Rs. 1.50 per share on February 5, 2024.
The Board of Directors of the Company have approved a Dividend Distribution Policy in
line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"). This has been uploaded on the
CompanyRs.s website at https://
www.surajgroup.com/pdfs/Policy/dividend_distribution_policy.pdf.
10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
Suraj Enterprise Private Limited have become Associate Companies during the year under
review. Suraj Enterprise Private Limited is an associates company of your company in which
your company has made an investment of Rs. 12.78 Cr. Suraj Limited is holding 47.06% stake
in such company. No company became or ceased to be subsidiary or joint venture of the
company during the year.
11. SHARE CAPITAL:
Authorised Capital:
The Authorized Share Capital of the Company is Rs. 2,325 Lakhs divided into 2,32,50,000
Equity Share of Rs. 10 Each.
Issued, Subscribed & Paid-up Capital:
The paid up Equity Share Capital of the Company as on March 31, 2024 was Rs. 1,836.41
Lakhs divided into 18364100 Equity Shares of Rs. 10.00/- each.
During the year under review, there was no change took place in the authorized and
paid-up share capital of the Company.
12. BORROWINGS:
The Company has outstanding borrowings as on March 31, 2024:
Particulars |
Amount (Rs. in lakhs) |
Secured |
|
Form Banks (CC, TL, LC & other) Bankers: |
7,500.00 |
Unsecured |
- |
Total |
7,500.00 |
13. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your company provides utmost importance at best Governance Practices and are designated
to act in the best interest of its stakeholders. Better governance practice enables the
company to introduce more effective internal controls suitable to the changing nature of
business operations, improve performance and also provide an opportunity to increase
stakeholders understanding of the key activities and policies of the organization.
Your Company has incorporated the appropriate standards for corporate governance
pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Separate reports on Corporate Governance Report as required by
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ["SEBI(LODR), 2015"] as annexed as "Annexure-B" forming
part of this Annual Report along with the Compliance Certificate on Compliance of the
Conditions of Corporate Governance
14. CFO CERTIFICATION:
In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the
Board of Directors of the Company with regard to the financial statements and other
matters specified in the said regulation for the financial year 2023-24. The certificate
received from CFO is attached herewith as per "Annexure - C".
15. LISTING FEES WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the financial year
2024-25 to BSE where the Company's Shares are listed.
16. DEMATERIALISATION OF SHARES:
99.81% of the company's paid up Equity Share Capital is in dematerialized form as on
March 31, 2024 and balance 0.18 % is in physical form.
The equity shares of the Company are liquid and traded on BSE Limited.
17. COMPLIANCE TO SECRETARIAL STANDARD:
The Company has complied with the provisions of Secretarial Standard 1 (relating to
meetings of the Board of Directors) and Secretarial Standard 2 (relating to General
Meetings) during the year.
18. MEETING OF BOARD OF DIRECTORS
I. NUMBER OF BOARD MEETINGS HELD:
The Board of Directors of the Company met Six (6) times during the year. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 The details of board meetings and the attendance of the Directors are provided
in the Corporate Governance Report which forms part of this Report.
II. BOARD COMMITTEES:
The company has 4 (Four) Board Committees as on March 31, 2024.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The composition of each of the above Committees, the details of all the committees
along with their main terms, composition and meetings held during the year under review
are provided in the Report on Corporate Governance, a part of this Annual Report.
19. GENERAL MEETING:
During the year under review 30th Annual General Meeting for the Financial
Year 2022-23 was held on Thursday, June 8, 2023 at 10.30 a.m through Video Conferencing
(VC).
20. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:
a) In the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
b) They have selected such accounting policies and applied them consistently and
madejudgments and estimates that are Reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit of the company for the same period;
c) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls with reference to financial
statements in the company were operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.
21. AUDIT OBSERVATIONS:
There are no qualifications, reservations or adverse remarks made by M/s. Rinkesh Shah
& Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.
The observations made by the Statutory Auditors in their report for the financial period
ended March 31, 2024 read with the explanatory notes therein are self-explanatory and
therefore, do not call for any further explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
AUDITORS:
i) Statutory Auditors:
M/s. Rinkesh Shah & Co., Chartered Accountants, was appointed as Statutory Auditors
for a period of 5 year(s) in the 29th Annual General Meeting held on May 03,
2022 to hold the office till the conclusion of 34th Annual General Meeting of
the Company to be held in the year 2027. Pursuant to the provisions of Section 139 of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2015.
ii) Cost Auditors:
M/s. Kiran J. Mehta & Co., Cost Accountants (FRN: 000025) appointed by the Board of
Directors of the Company, to conduct the audit of the Cost records of the Company for the
financial year 2024
25. The remuneration proposed to be paid to them requires ratification of the
shareholders of the Company. In view of this, ratification for payment of remuneration to
Cost Auditors is being sought at the ensuing AGM.
iii) Secretarial Audit:
The Company has appointed M/s Hardik Jetani & Associates, Practicing Company
Secretary, Ahmedabad to conduct the secretarial audit of the Company for the financial
year 2023-24, as required under section 204 of the Companies Act, 2013 and rules
thereunder.
Secretarial Audit Report for the financial year 2023-24 attached as "Annexure
D".
Secretarial Auditor has mentioned in his report that Board Resolution as required under
section 117 read with section 179 of the Companies Act, 2013 in respect of to borrow money
(increase credit facility) not filed with the Registrar within the prescribed time. In
this regard, the Management submit that there was inadvertent delay in filing of such
form. The same shall be complied at the earliest.
22. REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
23. ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the Financial Year 2023-24 for all applicable
compliances as per Securities and Exchange Board of India and circulars/guidelines issued
thereunder. The Annual Secretarial Compliance Report pursuant to SEBI Circular No.
CIR/CFD/ CMD1/27/2019, dated May 13, 2024 has been obtained from M/s. Hardik Jetani &
Associates, Company Secretaries, Secretarial Auditor of the Company.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of
Directors of your Company has constituted a CSR Committee. The Committee comprises with
two Independent Directors, One Whole Time Director and one is executive director (Chairman
& CFO). The CSR Policy may be accessed on the Company's website at the web link:
https://www.surajqroup.com/ pdfs/Policy/csr_policy.pdf.
During the FY 2023-24 Last three-year total Average Net profit for the CSR Activity is
' 11,62,86,359.08. 2% of average profit of the same amount is ' 23,25,727/- Required to
spend during the year. Your Company Give donation to Happy Faces Foundation Trust for the
amount of ' 23,31,000/-. Happy Faces Foundation Trust is eligible to received fund as per
CSR rule/guideline of Ministry. There is no unspent amount of CSR fund remain with company
at the end of year. Separate CSR Report attached with this report as Annexure-G.
25. VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. During the year under
review, no complaint was received from a whistleblower.
The vigil mechanism / whistle blower policy is available on the Company's website at
https:// www.surajgroup.com/pdfs/Policy/Policy-for-Vigil-Mechanism.pdf.
26. RISK MANAGEMENT:
The Company has formulated the Risk Management Policy which indicates Company's
standards for risk taking while conducting business and to provide an easy-to-access guide
any time you have a question. The Risk Management Committee will currently cover Market
Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk
is covered within this Policy. This Policy will apply across all products, throughout the
firm. The risk management policy is available on the Company's website at
https://www.surajgroup.com/pdfs/Policy/ Risk_Management_Policy.pdf.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts/transactions entered into by the Company during the financial year with
related parties were in the ordinary course of business and on an arm's length basis.
All Related Party Transactions are placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for Related Party Transactions for
transactions which are of repetitive nature and entered in the ordinary course of business
and are at arm's length.
During the year, your company has not entered into any transactions with related
parties which could be considered material in terms of Section 188 of the Act.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC 2, is not applicable.
All Related Party Transactions are subjected to independent review by a reputed
accounting firm to establish compliance with the requirements of Related Party
Transactions under the Act and SEBI LODR Regulations. Your Company has formulated a Policy
on Related Party Transactions which is also available on Company's website
https://www.suraiqroup.com/pdfs/Policy/Policv-for- Related-Party-Transaction.pdf
28. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The composition of Board complies with the requirements of the Companies Act, 2013
("Act") and Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").
The Board of the Company comprises of Eight (08) directors; one Executive Chairman, one
Managing Director, two Whole-time Directors and remaining four being Independent
Directors. As on the date of this report, the Board of the company constitutes of the
following directors: During the year two independent directors were resigned due to expiry
of their term. Mr. Ketan R Shah and Mr. Dipakbhai H Shah resigned from the board w.e.f
20.10.2023 and Mr. Jigar Jagrut Mehta and Mr. Altesh Shah appointed as Independent
Director on the board w.e.f 20.10.2023.
Name of Directors |
DIN/PAN |
Designation |
| Mr. Ashok Tarachand Shah |
00254255 |
Chairman & CFO |
| Mr. Kunal Tarachand Shah |
00254205 |
Managing Director |
| Mr. Gunvantkumar Tarachand Shah |
00254292 |
Whole Time Director |
| Ms. Shilpa Mangaldas Patel |
07014883 |
Whole Time Director |
| Mr. Ketan Ratilal Shah |
00583064 |
Non-Executive Independent Director (UPTO 20-10-2023) |
| Mr. Dipakbhai Himatbhai Shah |
00565892 |
Non-Executive Independent Director (UPTO 20-10-2023) |
| Mr. Anil Kanwal Gidwani |
09019265 |
Non-Executive Independent Director |
| Mr. Rajesh Chimanlal Kharadi |
09019293 |
Non-Executive Independent Director |
| Mr. Jigar Jagrut Mehta |
07792057 |
Non-Executive Independent Director (w.e.f. 20-10-2023) |
| Mr. Altesh Shah |
10353478 |
Non-Executive Independent Director (w.e.f. 20-10-2023) |
The brief resume of the Directors and other related information has been detailed in
Corporate Governance Report of Company.
The Company has received declarations from their Directors that none of them is
disqualified u/s 164 (2).
I. Retirement by Rotation:
In accordance with the provisions of section 152[6] of the Act and in terms of Articles
of Association of the Company, Mr. Kunal Shah (DIN:00254205) and Ms. Shilpa Patel
(DIN:07014883) being liable to retire by rotation, and being eligible, offer them self for
reappointment. The Board recommends their reappointment in the ensuing Annual General
Meeting. Apart from this, there is no change in the Directors and key managerial personnel
of the company.
ii. Board Evaluation:
The board of directors has carried out an evaluation of its own performance, Board
Committees and individual directors, pursuant to the provisions of Companies Act and
Listing Regulations. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
III. Nomination and Remuneration Policy:
The policy on nomination and remuneration of Directors, Key Managerial Personnel and
other employees has been formulated in terms of the provision of the Companies Act, 2013
and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors,
Key Managerial Personnel and employees of the Company and to harmonies the aspiration of
human resources consistent with the goals of the Company.
The Remuneration Policy has been updated on the website of the Company at: https:// www.suraiqroup.com/pdfs/Policy/Nomination
and remuneration policy.pdf.
IV. Certificate of Practicing Company Secretary:
The Company has obtained a certificate from M/s. Hardik Jetani & Associates,
Practicing Company Secretary, Ahmedabad stating that none of the Directors on the Board of
the Company have been debarred/ disqualified from being appointed / continuing as
Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such
Statutory authority, under "Annexure- E".
V. Remuneration Ratio of the Directors/Key Managerial Personnel (KMP)/Employees:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is furnished hereunder:
Sr. Name No. |
Designation |
Remuneration paid F.Y. 2023-24 Rs. in Lakh previous year |
Remuneration paid F.Y. 2022-23 Rs. in Lakh |
Increase in remuneration from Rs. in Lakh |
Ration of Remu of each director to Median- Times |
1 Mr. Ashok Shah |
Chairman & CFO (ED) |
91.20 |
70.80 |
20.40 (28.81% Increased) |
456 |
2 Mr. Gunvant Shah |
Whole time Director |
67.20 |
51.00 |
16.20(31.76% Increased) |
336 |
3 Mr. Kunal Shah |
Managing Director |
78.00 |
60.00 |
18.00 (30% Increased) |
390 |
4 Ms. Shilpa Patel |
Whole time Director |
19.80 |
18.12 |
01.68 (9.27%) |
90.06 |
5 Mr. Maunish Gandhi |
Company Secretary |
6.47 |
6.47 |
0.00 |
0.00 |
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided is forming part of this report. There is no other employee of the
company who drawn salary under section 197(12) of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except
above provide.
The Median remuneration of employee is Rs. 20,000/-.
There were 234 permanents employee on the rolls of the company as on 31.03.2024.
There was no increased in salary of other employee during the year.
It is hereby affirmed that remuneration paid as per nomination & remuneration
policy of the company. Further, the report and the accounts are being sent to the Members
excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is
open for inspection Members of the Company.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, is given in the "Annexure-F" to
this report.
The Company has commissioned wind mills at various sites in Gujarat for "Green
Energy Generation", thus continuing to contribute, in a small way, towards a greener
and cleaner earth.
30. DECLARATION BY INDEPENDENT DIRECTORS:
The company has received necessary declaration from the Independent Directors as
required under Section 149(7) of the Companies Act and LODR Regulations confirming that
they meet the criteria of independence as laid down in Section 149(6) of the Act and that
of LODR Regulations. Independent Directors are in compliance with the Code of Conduct
prescribed under Schedule IV of the Companies Act, 2013.In the opinion of Board, the
Independent Directors of the company possess the integrity, requisite experience and
expertise, relevant for the industry in which the company operates. Further, all the
Independent Directors of the Company have successfully registered with the Independent
Director's Databank of the Indian Institute of Corporate Affairs. The online proficiency
self-assessment test conduct by the said institute have been cleared by all the
independent directors.
31. BUSINESS RESPONSIBILITY REPORT:
As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility Report describing the initiatives taken by
the Company from an environmental, social and governance perspective is not applicable to
your company as per the exemptions provided under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:
Your Company has in place a formal policy for the prevention of sexual harassment of
its women employees in line with "The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013". The Company has formed Internal
Complaint Committee who periodically conducts sessions for employees across the
organization to build awareness about the Policy and the provisions of Prevention of
Sexual Harassment Act. The Company has constituted Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
During the year under review, there were no incidences of sexual harassment reported.
33. WEB LINK OF ANNUAL RETURN:
The Annual Return in Form No. MGT-7 of the Company can be accessed from the website of
the Company at https://www.suraiqroup.com/investor relations.
34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the
year ended on March 31, 2024.
35. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and the policy of
the Company on risk management is provided below:
Key Risk |
Impact to Suraj Ltd |
Mitigation Plans |
| Foreign Exchange Risk |
Company exports all the products to various countries. Any volatility in
the currency market can impact the overall profitability. |
The Company commands excellent business relationship with the buyers. In
case of major fluctuation either upwards or downwards, the matter will be mutually
discussed and compensated both ways. |
| Human Resource Risk |
Company's ability to deliver value is dependent on its ability to
attract, retain and nurture talent. Nonavailability of the required talent resource can
affect the overall performance of the Company. |
By continuously benchmarking of the best HR practices across the industry
and carrying out necessary improvements to attract and retain the best talent. By putting
in place production incentives on time bound basis and evaluating the performance at each
stage of work helps to mitigate this risk. |
| Competition Risk |
Company is always exposed to competition Risk from various Countries. The
increase in competition can create pressure on margins, market share etc. |
By continuous efforts to enhance the brand image of the Company by
focusing on quality, Cost, timely delivery and customer service to mitigate the risks so
involved. |
| Compliance Risk - Increasing regulatory requirements |
Any default can attract penal provisions. |
By regularly monitoring and review of changes in regulatory framework and
by monitoring of compliance through legal compliance Management tools and regular internal
audit. |
| Industrial Safety |
The industry is labour intensive and are exposed to accidents, health and
injury risk due to machinery breakdown, human negligence etc. |
By development and implementation of critical safety standards across the
various departments of the factory, establishing training need identification at each
level of employee helps to mitigate the risk so involved. |
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
37. DEPOSIT:
In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with
the relevant rules, your Company has not accepted any fixed deposits during the year under
review
38. DISCLOSURE ABOUT COST AUDIT & COST RECORD:
As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost
Accounting records are being maintained by the Company.
The company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants (FRN:
000025), under Section 148(3) of the Companies Act, 2013 to conduct the cost audit for the
financial year 2023-24. The company has filed cost audit report within the prescribed time
limit.
39. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The details on Internal Financial Control and their adequacy are provided in Management
Discussion and Analysis Report.
40. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the year under review, no application was made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
41. ONE-TIME SETTLEMENT AND VALUATION
During the financial year 2023-24, no event has taken place that give rise to reporting
of details w.r.t. difference between amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the Banks or Financial
Institutions.
42. COMPLIANCE OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 ("PIT
REGULATIONS") AND CODE OF FAIR PRACTICES AND DISCLOSURE (FAIR DISCLOSURE CODE):
The Company has formulated Code of Conduct for Prevention of Insider Trading in SURAJ
LIMITED Securities ("PIT Code") and Fair Disclosure Code in accordance with PIT
Regulations with an objective of protecting the interest of Shareholders at large and
preventing misuse of any Unpublished Price Sensitive Information (UPSI). The PIT Code and
Fair Disclosure Codes are available on the website of the Company on
https://www.suraiqroup.com/pdfs/Policy/Revised-Code- PIT-Fair-Disclosure-of-UPSI-wef-01.04.2019.pdf.
43. 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.
Date: May 10, 2024 |
By the order of the Board of Director |
Place: Ahmedabad |
SURAJ LIMITED |
Registered Office: 'Suraj House', Opp. Usmanpura Garden, Ashram
Road, Ahmedabad-380014 CIN NO: L27100GJ1994PLC021088 |
ASHOKSHAH |
|
Chairman & CFO |
|
(DIN:00254255) |
|