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Surana Solar Ltd.

BSE: 533298 Sector: Engineering
NSE: SURANASOL ISIN Code: INE272L01022
BSE LIVE 14:57 | 18 Aug 14.85 0.10
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14.60

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16.90

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14.15

NSE 14:34 | 18 Aug 14.80 0
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OPEN

15.10

HIGH

15.10

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OPEN 14.60
PREVIOUS CLOSE 14.75
VOLUME 20678
52-Week high 30.45
52-Week low 14.15
P/E 45.00
Mkt Cap.(Rs cr) 73
Buy Price 14.85
Buy Qty 600.00
Sell Price 15.15
Sell Qty 5000.00
OPEN 14.60
CLOSE 14.75
VOLUME 20678
52-Week high 30.45
52-Week low 14.15
P/E 45.00
Mkt Cap.(Rs cr) 73
Buy Price 14.85
Buy Qty 600.00
Sell Price 15.15
Sell Qty 5000.00

Surana Solar Ltd. (SURANASOL) - Director Report

Company director report

To The Members of

Surana Solar Limited

Your Directors have pleasure in presenting the 10th Annual Report and the AuditedStatement of Accounts for the financial year ended 31st March 2016 togetherwith the Auditors Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year is summarized below: (Amount in `)
Particulars 2015-16 2014-15
Sales and other Income 1194020299 1261188351
Profit before Depreciation Interest and exceptional Items 105366801 184065038
DEDUCT : 29928142 29288395
Depreciation and Amortization Expenses
Interest and Finance charges 44395936 52937272
Profit for the year before exceptional items 31042723 101839371
Profit before Taxation 31042723 101839371
Provision for Taxation :
Current Tax 6329254 20375767
Deferred Tax (919626) 1200066
MAT Entitlement Credit 4373320 (4092598)
Profit after Tax 21259775 84356136
Surplus brought forward from previous year 52587732 7754895
Balance available for appropriation 73847506 92111032
APPROPRIATION:
Dividend - 24603300
Tax on Dividend - 4920000
Transfer to General Reserves - 10000000
Balance c/f to Balance Sheet 73847506 52587732

OPERATION AND PERFORMANCE:

During the year under review the Income from Operations is Rs. 1182133635 asagainst Rs. 1253863534 for the corresponding previous year. The Profit Before Tax isRs. 31042723 as against Rs. 101839371 for the previous year. The Profit After Tax isRs. 21259775 as against Rs. 84356136 for the corresponding period. The Basic EarningsPer Share for the year-ended 31.03.2016 is Rs. 0.43 as against Rs. 1.71 for thecorresponding previous year ended 31.03.2015.

Due to non-imposition of anti-dumping duty China and other some countries continue todump sub-standard and cheap material to India. In order to compete in such a scenariopressure on margin has increased significantly. However the company is able to maintainthe top line despite stiff competition from international market.

SHARECAPITAL:

The paid-up Share Capital of the Company as on 31st March 2016 isRs.246033000 divided into 49206600 equity shares of Rs.5/- each.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated underListing Regulations is presented in a separate section forms part of the Annual Report asAnnexure-II.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:

(a) That the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(b) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2016 and of the profit and loss of the company for that period;

(c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors have prepared the annual accounts for the financial year 31stMarch 2016 on a going concern basis; and

(e) That the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

STATEMENTONDECLARATIONGIVENBYINDEPENDENT DIRECTORS

The independent directors have submitted the declaration of independence as requiredpursuant to sub-section (7) of section 149 of the Companies Act 2013 stating that theymeet the criteria of independence as provided in sub-section(6) of Section 149.

NOMINATIN AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration to Directors Key Managerial Personnel and Senior Management of the Company.The details of Nomination and Remuneration Committee and Policy are stated in theCorporate Governance Report.

PARTICULARS OF LOANS GUARANTEES OR SECURITIES OR INVESTMENTS

The details of Loans Guarantees Securities and Investments made during the financialyear ended 31st March 2016 are given in the notes to the Financial Statements incompliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were onarm’s length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval where ever required. Prior omnibusapproval of the Audit Committee is obtained for the transactions which are of aforeseeable and repetitive nature. A statement giving details of all related partytransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee and the Board of Directors on a quarterly basis. The Company hasdeveloped a Policy on Related Party Transactions for the purpose of identification andmonitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website. The particulars of contracts or arrangements with related partiesreferred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause(h) of the Companies (Accounts) Rules 2014 and the same is annexed herewith as"Annexure-IV" to this Report.

DIVIDEND:

The Company has the record of continuous payment of dividend to its shareholders.However for the financial year 2015-16 the Board of Directors has not recommended thedividend due to low profitability and the financial commitments the company has to fulfillduring the year 2016-17.

EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return as per the provisions of Section 92 of the Companies Act2013 and Rule 12 of Companies (Management and Administration) Rules 2014 in Form MGT-9are enclosed as Annexure - V to this Report.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in theAnnexure-I forming part of this Report.

RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management policy/plan for the Company and ensuring its effectiveness.The Risk Management Committee oversees the Risk Management process including riskidentification impact assessment effective implementation of the mitigation plans andrisk reporting. The Audit Committee has additional oversight in the area of financialrisks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the management discussionand analysis which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Surana Group recognizes the importance of contributing to the society in a meaningfulway. An urge to serve the society and to bring change in the living of the people SuranaGroup had taken an initiative in this direction and the journey was embarked in the year1987 by Shri G. Mangilal Surana in the memory of his father Shri Gulab Chand Surana bystarting a hospital "G.M. Surana Charitable Hospital".

The G.M. Surana Charitable Hospital is engaged in community and social initiatives andplays an active role in serving rural community.

Vision: To serve each patient with compassion and love as we would do to our lovedones.

Mission: To develop maintain and continuously improve our quality resources to thesociety by providing better care for better future.

Core value:

Compassion

Commitment to Quality

Working Together

Respect for the Individual

G.M. Surana Charitable Hospital believes in 'Commitment to Care' and the initiative ofthis stands as the testimony. The main objective of this foundation is to provide healthcare services to the people below and on poverty line.

It was founded as a clinic in 1987 and in the year 2011 it was converted to hospital.The hospital now covers 6000 sq ft area. It is being managed by 5 doctors and 10assistants and with a provision of 10 beds. It has even added Physiotherapy centre in2011. In the first year of the journey 25079 patients were treated and the number hasincreased consistently and till date 2016 the total number of patients treated in thehospital are 981157.

Former Years of G.M. Surana Charitable Clinic:-

The idea to start this foundation was to reach out to the rural community as they hadno access to the proper medical facilities and to be a helping hand to them and thispassion was turned into action by taking the first step in the year 1987 by establishingG.M. Surana Charitable Clinic. The clinic was built on 1200 sq ft area. It had 2 permanentdoctors who were provided residence in the clinic so there could be 24/7 service for thepeople and 5 staff members to take care of the daily activities. There were only 3 to 4beds available with 80 to 90 patients treated daily who came from 25kms of the radius tovisit the clinic and avail the services. There were weekly camps held such as eye caredental care and various vaccinations for children and even skin diseases were taken careof.

Current activities in G.M. Surana Charitable Hospital:-

With 28 years of services for the people G.M. Surana Charitable Clinic has immenselygrown. In 2011 G.M. Surana Charitable Clinic was changed to G.M. Surana CharitableHospital. Presently the hospital has grown to 6000 sq ft area with 5 doctors and 10 staffmembers. The small steps have taken a large leap in the foundation and the passion toserve people has emerged and is increasing. The general clinic has even added aphysiotherapy centre and weekly camps now even include thyroid checkup heart care tipsblood grouping glucose provision and much more. The only thing that remains constant inall these years is the trust of the people towards the foundation and till date 9 lakhsplus patients are treated here.

Future Years:-

G.M. Surana Charitable Hospital still yearns to grow more and by providing everypossible services under one roof to its people with the best quality. Future plans of thehospital includes – opening an eye care centre and a thyroid centre by providingdaily services rather than weekly camps. It even desires to include specialised doctors invarious fields so the rural community has an access to it in the right means.

Management:-

G.M. Surana Charitable Hospital is located at Bollarum village. The charitable clinicis founded by Sri G.M. Surana Chairman – Sri Narender Surana Vice Chairman –Sri Devendra Surana Secretary - Sri Anand Swarup Bora and 6 executive committee members.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Board of Directors of the Company have constituted Corporate Social ResponsibilityCommittee and adopted policy for Corporate Social Responsibility. The Composition of theCommittee is as follows:

Sl.No. Name Designation
1 Shri Narender Surana Chairman
2 Shri Devendra Surana Member
3 Dr R.N.Sreenath Member

The CSR Committee is empowered to perform the functions of the Board relating to thesocial initiatives of the Company. Its primary functions are to: Formulate review andrecommend to the Board a CSR policy indicating the activities to be undertaken by theCompany as specified in Schedule VII of the Companies Act 2013. Recommend the amount ofexpenditure to be incurred on the initiatives as per the CSR policy. Provide guidance onvarious CSR initiatives undertaken by the Company and monitoring their progress. Monitorimplementation and adherence to the CSR Policy of the Company from time to time. CorporateSocial Responsibility policy was adopted by the Board of Directors on the recommendationof Corporate Social Responsibility Committee. Report on Corporate Social Responsibility asPer Rule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014 is preparedand the same is enclosed as Annexure - III to this Report

BOARD EVALUATION

During the year under review pursuant to the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the evaluation ofperformance of all Directors is undertaken annually. The company has implemented a systemof evaluating performance of the Board of Directors and of its Committees and individualDirectors on the basis of a structured questionnaire which comprise evaluation criteriataking into consideration various performance related aspects. The Board of Directors hasexpressed their satisfaction with the valuation process.

DIRECTORS:

Shri Manish Surana Whole-time Director of the Company will retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. Thebrief particulars of the Directors seeking appointment / re-appointment at this AnnualGeneral Meeting are being annexed to the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act the appointment of Shri NarenderSurana and Shri Devendra Surana Directors and Shri Manish Surana Director Finance &Technical/Whole-time Director and Shri. Badarish H Chimalgi Company Secretary wereformalised as the Key Managerial Personnel of the Company.

MEETINGS

During the financial year under review 5 (five) Board Meetings and 4 (four) AuditCommittee Meetings were convened and held. The details of which are given in the CorporateGovernance Report. The intervening gap between the meetings was within the period of 120days as prescribed under the Companies Act 2013 and Regulation 17 of SEBI ListingRegulations 2015.

DEPOSITS

The Company has not accepted any deposits from public in terms of Section 73 of theCompanies Act 2013 and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.

STATUTORY AUDITORS

The shareholders of the Company at the 8th Annual General Meeting held on 22ndSeptember 2014 approved the appointment of M/s. Sekhar & Co Chartered Accountants(Registration No. 003695S) as Statutory Auditors of the Company to hold office till theconclusion of 13th Annual General Meeting subject to ratification ofshareholders at every Annual General Meeting to be held in the year 2019 subject toratification of their appointment at every Annual General Meeting.

M/s. Sekhar & Co Chartered Accountants (Registration No. 003695S) have confirmedthat their appointment if made shall be in accordance with the provisions of Section 139of the Companies Act 2013. Accordingly a resolution seeking Members' ratification onappointment of M/s. Sekhar & Co Chartered Accountants as the Statutory Auditors ofthe Company for the financial year ending 31st March 2017 is included at Item No.3 of theNotice convening the Annual General Meeting.

AUDITORS’REPORT

There are no qualifications reservations or adverse remarks made by M/s. Sekhar &Co Chartered Accountants Statutory Auditors in their report for the Financial Year ended31st March 2016.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.

INTERNAL AUDITORS

The Board of Directors of the Company had appointed M/s Luharuka & AssociatesChartered Accountants as Internal Auditors to conduct Internal Audit of the Company forthe Financial Year ended 31st March 2016.

COST AUDITORS

The Board of Directors subject to the approval of the Central Government re-appointedM/s BVR & Associates Cost Accountants holding certificate of practice No.16851 as aCost Auditor for conducting the Cost Audit for the financial year 2016-17. Subject tosection 148 of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules2014 issued by the MCA the Audit Committee recommended their re-appointment. The Companyhas also received a letter from the Cost Auditor stating that the appointment if madewill be within the limits prescribed pursuant to the section 141 of Companies Act 2013.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance as per the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

A separate report on corporate governance practices followed by the Company togetherwith a Certificate from the Company’s Auditors confirming compliances forms anintegral part of this Report.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of Code of Conduct and Ethics.It also provides for adequate safeguards against the victimization of employees who availof the mechanism and provides direct access to the Chairperson of the Audit Committee inexceptional cases. It is affirmed that no personnel of the Company has been denied accessto the Audit Committee. The policy of vigil mechanism is available on the Company'swebsite. The Whistle Blower Policy aims for conducting the affairs in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Rakhi Agarwal Company Secretary in Practice as Secretarial Auditors toconduct Secretarial audit of the company for the financial year ended March 31 2016.

The Secretarial Audit Report issued by Ms. Rakhi Agarwal Company Secretary in Practicein Form MR-3 is enclosed as Annexure - VI to this Annual Report.

The Secretarial Audit Report does not contain any qualifications reservation oradverse remarks.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as follows: (i) The ratio ofthe remuneration of each director to the median remuneration of the employees of thecompany for the financial year;

Name of the Director Ratio to Median Remuneration
Shri Manish Surana WTD 50.24

(ii) The percentage increase in remuneration of each director

Chief Financia l Officer Chief Executive Officer Company Secretary or Manager ifany in the financial year;

Name of Person % increase in remuneration
Shri Manish Surana WTD 0.00
Shri. Badarish H Chimalgi CS 12.15

(iii) The percentage increase in the median remuneration of employees in the financialyear 10.82%

(iv) The number of permanent employees on the rolls of company - 67 (v) Averagepercentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase inthe managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration; The averageincrease in salaries of employees other than managerial personnel in 2015-16 was 11.76%.Percentage increase in the managerial remuneration for the year was 25%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company- Yes.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

Quarterly basis at the time of review of Quarterly Financial Results of the Company.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year 31 st March 2016to which the financial statements relates and the date of signing of this report.

HUMAN RESOURCES:

The industrial relations of the Company continued to be harmonious during the yearunder review.

ISO 9001-2008 CERTIFICATION

Your Company continues to hold ISO 9001-2008 Certification by meeting all therequirements of Certification from time to time.

POLICY ON SEXUAL HARRASSEMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

During the financial year ended 31st March 2016 the Company has not received anyComplaints pertaining to Sexual Harassment.

APPRECIATION

Your Directors wish to place on record their appreciation to employees at all levelsfor their hard work dedication and commitment. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to remain at the forefront of the industry despiteincreased competition from several existing and new players.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysisdescribing the Company’s objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence

Company’s operations include global and domestic demand and supply conditionsaffecting selling prices of finished goods input availability and prices changes ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

The Directors take this opportunity to place on record their sincere thanks to thesuppliers customers strategic partners Banks and Financial Institutions InsuranceCompanies Central and State Government Departments and the shareholders for their supportand co-operation extended to the Company from time to time. Directors are pleased torecord their appreciation of the sincere and dedicated services of the employees andworkmen at all levels.

For and on behalf of the Board of Directors

NARENDER SURANA DEVENDRA SURANA
DIRECTOR DIRECTOR
Place : Secunderabad
Date : 10.08.2016