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Surana Telecom and Power Ltd.

BSE: 517530 Sector: Others
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OPEN 7.71
VOLUME 10365
52-Week high 11.21
52-Week low 3.70
P/E 42.22
Mkt Cap.(Rs cr) 103
Buy Price 7.59
Buy Qty 8000.00
Sell Price 7.60
Sell Qty 94.00
OPEN 7.71
CLOSE 7.58
VOLUME 10365
52-Week high 11.21
52-Week low 3.70
P/E 42.22
Mkt Cap.(Rs cr) 103
Buy Price 7.59
Buy Qty 8000.00
Sell Price 7.60
Sell Qty 94.00

Surana Telecom and Power Ltd. (SURANAT&P) - Director Report

Company director report

To the Members of

Surana Telecom and Power Limited

The Directors have pleasure in presenting the 31st Annual Report of yourCompany and the Audited Financial Statements for the financial year ended 31stMarch 2020 together with Auditors' Report thereon.


The performance of the Company during the year has been as under:


Standalone Results

Consolidated Results

2019-20 2018-19 2019-20 2018-19
Sales and other Income 291956222 256681658 368398701 353528383
Profit before Depreciation and Interest 197755490 161321172 259429028 248777157
Depreciation & Amortization 75513854 70234933 130371465 131045655
Interest 35995389 33124228 49183660 49718338
Profit for the year 86246247 57962011 79873903 68013164
Profit before Taxation 86246247 57962011 79873903 68013164
Provision for Taxation :
Current Tax 14219000 11933000 14311200 14758000
Deferred Tax (327000) (1449000) (3684247) (4337092)
Profit after Tax 72354247 47478011 69246949 57592256
Add: Other Comprehensive Income (31273415) 2032393 (31273415) 2032393
Total Comprehensive Income for the year 41080832 49510404 37973534 59624649
Less: Minority Interest (Current year's Profit/loss) - - (1490765) 4955981
Add: Share in Net Profit of Associate Company - - 2625691 (17685474)
Surplus brought forward from previous year 323487053 273976649 358530164 321546969
Balance carried forward to Balance Sheet 364567885 323487053 400620153 358530164


During the year under review the Income from Operations of the Company is Rs199198937 as against Rs 240510037 in the previous year. The Profit before Tax (PBT)stood at Rs 86246247 as against Rs 57962011 in the previous year. The Profit afterTax (PAT) stood at Rs 72354247 as against Rs 47478011 in the previous year. TheBasic Earnings per Share (BEPS) for the year ended 31.03.2020 is Rs 0.53 as against Rs0.35 in the previous year ended 31.03.2019.


The Company's solar power projects of 5 MW each one located at Gujarat Solar ParkCharanka Village Santalpur Taluq Patan District Gujarat State and other at MunipallyVillage Sadashivpet Medak District Telangana State are operating successfully andgenerating steady income. The later project is supplying power to Tata Communications Ltdthrough open access route under PPA for a period of 10 years.

The Subsidiaries viz. Surana Solar Systems Pvt. Ltd (SSSPL) and Aryavaan RenewableEnergy Pvt. Ltd (AEPL) are having 5 MW Solar Power projects each situated at ShankapurVillage Shankarampet Mandal Medak District Telangana State and Barhara Village SarilaTehsil Hamirpur District Uttar Pradesh respectively. SSSPL has renewed its PPA withBhagyanagar India Limited for a period of 10 years. Whereas AEPL has entered into longterm PPA with Uttar Pradesh Power Corporation Ltd.

Tejas India Solar Energy Pvt. Ltd. a wholly owned subsidiary has completed erection of3 MW grid connected solar power plant at Gajwel Mandal Medak District Telangana and ismaking required efforts to obtain approvals for synchronisation of the project to the gridand sale of power under open access route.

During the year under review 1 MW solar power plant situated at Urukonda villageNagarkurnool District Telangana State of Surana Solar Limited was transferred to theCompany through Slump Sale Agreement. PPA was entered with Suryalata Spinning MillsLimited for supply of power for a period of 25 years at a price of Rs 5.00 per unit underRESCO model.

The Company has installed cumulative capacity of 1 MW roof top solar project throughEPC for various customers in Telangana State.

Impact of Covid-19 Pandemic: The outbreak of novel Coronavirus (COVID-19) pandemicglobally and in India and the consequent lockdown restrictions imposed by nationalgovernment is causing significant disturbance and slowdown of economic activity across theglobe. The Company has assessed the possible effects that may arise from the COVID-19pandemic on the business. As on the current date based on the assessment the Company hasconcluded that the impact of C0VID - 19 pandemic is not material on the carrying values ofthe assets of the business however this has effected the operations of the company andhas had impact on sales and profitability among others. Due to the nature of the pandemicand the resultant operational guidelines that may be announced by the governments infuture the Company will continue to monitor the developments to identify significantimpact if any in the future period.


The Company received an intention letter dated 18th June 2020 from thePromoter and Promoter Group to acquire either individually or along with one or moremembers of the Promoter and Promoter Group as the case may be all the equity shares ofthe company which are held by the public shareholders subject to necessary approvals andif the delisting offer is successful to voluntarily delist the equity shares of theCompany from BSE Limited and National Stock Exchange of India Limited where the company'sequity shares are listed in accordance with the SEBI Delisting Regulations.

The Board in their meeting held on 23rd June 2020 inter alia hasconsidered and took on record the Delisting Proposal and appointed M/s. Karvy InvestorServices Limited as Merchant Bankers for the purposes of carrying out the due diligenceand other related matters. Further the Board of Directors at their meeting held on08.08.2020 considered the request made by the acquirers apprising the Board of thedifficulties which would arise in the process of delisting due to current Covid-19pandemic and to initiate the process of voluntary delisting in the month ofOctober/November 2020 subject to normalization of COVID 19 situation in India.


Your company has two (2) subsidiary companies one (1) Wholly Owned Subsidiary (WOS)and one associate company as on 31.03.2020 as mentioned below. Further there has been nomaterial change in the nature of business of the subsidiaries.

Name of the Company Percentage (%) of Shareholding
Subsidiary/Wholly Owned Subsidiary Companies:
1. Surana Solar Systems Private Limited 51.00
2. Tejas India Solar Energy Private Limited 100.00
3. Aryavaan Renewable Energy Private Limited 51.00
Associate Company:
1. Surana Solar Limited 40.79

In terms of proviso to sub-section (3) of Section 129 of the Companies Act2013 thesalient features of the financial statement of the subsidiaries and associates is set outin the prescribed Form AOC-1 which forms part of the Annual Report. Pursuant to theprovisions of Section 136 of the Companies Act 2013 the consolidated financialstatements of the company along with relevant documents are made available on the websiteof the Company.


The Consolidated Financial Statements are prepared in accordance with Indian AccountingStandards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder Section 133 of the Companies Act 2013 and other relevant provisions of theCompanies Act 2013.

The Consolidated Financial Statements for the financial year ended 31st March 2020forms part of the Annual Report. As per the provisions of Section 136 of the CompaniesAct 2013 the Company has placed separate Audited accounts of its Subsidiaries on itswebsite and a copy of separate Audited Financial Statements of itsSubsidiaries will be provided to shareholders upon their request.


The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to 'Meetings of the Board of Directors' and 'General Meetings' respectivelyhave been duly followed by the Company.


The paid-up Share Capital of the Company as on 31st March 2020 is Rs135759963 divided into 135759963 equity shares of Re.1/- each. During the year underreview there is no change in share capital of the company.


The Board of Directors of the Company have not recommended for transfer of any amountto the General Reserve for the financial year ended 31st March 2020.


The Board of Directors have not recommended dividend for the financial year 2019-20due to low profitability and capex plans the company has for the year 2020-21.


The Management Discussion and Analysis Report as required under Schedule-V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms an integralpart of this Report and gives details of the overall industry structure developmentsperformance and state of affairs of the Company's business internal controls and theiradequacy risk management systems and other material developments during the financialyear.

Management Discussion and Analysis Report is presented in a separate section and formspart of the Annual Report as Annexure-II.


The Company considers social responsibility as an integral part of its businessactivities. The CSR activities of the Surana Group are guided by the vision and philosophyof its founding father Shri G. Mangilal Surana who embodied the value of trusteeship inbusiness and laid the Foundation for its ethical and value-based functioning. The Companyhad taken an initiative in the direction and the journey was embarked in the year 1987 byShri G. Mangilal Surana in the memory of his father Shri Gulab Chand Surana by starting ahospital "Gulab Chand Surana Charitable Hospital” is purely for the purpose ofproviding medical relief to the people who are below poverty line. It is being run byqualified and registered doctors.

In compliance with requirements of Section 135 of the Companies Act 2013 the Companyhas laid down a CSR Policy. The composition of the Committee contents of CSR Policy andreport on CSR activities carried out during the financial year ended 31stMarch 2020 in the format prescribed under Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure III.


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 31 stMarch 2020 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 2019-20 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 endingon 31 st March 2020 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 are adequate and operatingeffectively.


The Independent Directors have submitted the declaration of independence as requiredpursuant to sub-section (7) of section 149 of the Companies Act 2013 and Regulation 25(8)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 stating thatthey meet the criteria of independence as provided in sub-section (6) of Section 149 andRegulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.


The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration of 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.


The details of Loans Guarantees Securities and Investments made during the financialyear ended 31st March 2020 are given in the notes to the Financial Statementsin compliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014.


All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee and 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 bythe Board is uploaded on the Company's website

The particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of theCompanies (Accounts) Rules 2014 and the same is annexed herewith as 'Annexure-IV' to thisReport.


The Audit Committee consists of Shri. Mayank Sanghani (Independent Director) asChairman Dr. R.N.Sreenath (Independent Director)Smt. Sanjana Jain (Independent Director)and the Managing Director Shri. Narender Surana as members. The Committee inter aliareviews the Internal Control System Reports of Internal Auditors and Compliance ofvarious regulations. The Committee also reviews the financial statements before they areplaced before the Board.


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-9is enclosed as 'Annexure-V' to this Report and also has been uploaded on company's websiteat http://


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'Annexure-I' forming part of this Report.


In terms of the requirement Section 134(3)(n) of the Companies Act 2013 and Regulation21 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has developed and implemented the RiskManagement Policy. 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 report which forms part of this report. At present the Company has notidentified any element of risk which may threaten the existence of the company.


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 contains evaluation criteriataking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.


Shri. Devendra Surana Non-Executive Director of the Company will retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Further the term of appointment of Shri Baunakar Shekarnath as a Whole-time Directorof the Company expired on 8th January 2020. The Board of Directors of theCompany at their meeting held on 9th November 2019 on the recommendation ofthe Nomination & Remuneration Committee re-appointed him for a further period of 3(three) years from 9th January 2020 to 8th January 2023 subjectto the approval of the members of the company in this Annual General Meeting.

The brief particulars of Directors seeking re-appointment at this Annual GeneralMeeting are being annexed to the Notice.

Pursuant to the provisions of Section 203 of the Companies Act 2013 Shri. NarendraSurana Managing Director Shri. Baunakar Shekarnath Whole-time Director Ms. VinitaSurana Chief Financial Officer (CFO) and Shri. Srinivas Dudam Company Secretary (CS)were formalized as Key Managerial Personnel of the Company.


During the financial year under review 6 (Six) Board Meetings were convened and held.The details of the meetings are given in the Corporate Governance Report. The interveninggap between the meetings was within the period of 120 days as prescribed under theCompanies Act 2013 and Regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.


The Company has not accepted any deposits in terms of Section 73 or Section 76 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.


The Company's equity shares are listed on the following Stock Exchanges:

(i) BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai - 400 001Maharashtra India; and

(ii) National Stock Exchange of India Limited Exchange Plaza Floor 5 Plot No.C/1 G Block Bandra - Kurla Complex Bandra (East) Mumbai - 400 051 Maharashtra India.

The Company has paid the Annual Listing Fees to the Stock Exchanges for the FinancialYear 2020-21.


M/s Luharuka & Associates Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 26th September2017 for a term of five consecutive years subject to ratification by Members at everyAnnual General Meeting.

However in accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting. M/s. Luharuka &Associates Chartered Accountants have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.

There are no qualifications reservations or adverse remarks made by M/s Luharuka &Associates Chartered Accountants Statutory Auditors in their report for the FinancialYear ended 31st March 2020.

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


The Board of Directors of the Company has appointed M/s Sekhar & Co. CharteredAccountants as Internal Auditors

to conduct Internal Audit for the Financial Year ended 31st March 2021.


M/s Lavanya & Associates Cost Accountants Hyderabad has been appointed by theBoard on recommendations of Audit Committee as Cost Auditors for conducting the audit ofcost records maintained by the Company relating to Electricity for the financial year2020-21.

The Company has made and maintained the cost records as specified under Section 148(1)of the Companies Act 2013.


The Board of Directors of the Company has appointed Mrs. Rakhi Agarwal CompanySecretary in Practice Hyderabad to conduct the Secretarial Audit for the financial year2020-21.

The Secretarial Audit Report issued by Mrs. Rakhi Agarwal Company Secretary inPractice for the financial year 201920 is annexed herewith as 'Annexure -VI'.

The Secretarial Audit Report does not contain any qualifications reservation oradverse remarks. During the year under review the Company has complied with theapplicable provisions of the Secretarial Standards.


Surana Solar Systems Private Limited and Aryavaan Renewable Energy Private LimitedMaterial Subsidiaries of the Company undertakes Secretarial Audit every year under Section204 of the Companies Act 2013. The Secretarial Audit of both the material subsidiariesfor the financial year 2019-20 was carried out pursuant to Section 204 of the CompaniesAct 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Secretarial Audit Reports submitted by Mrs. Rakhi Agarwal CompanySecretary in Practice does not contain any qualification reservation or adverse remarkor disclaimer.


The Company has undertaken an audit for the financial year 2019-20 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report dulysigned by Mrs. Rakhi Agarwal Company Secretary in Practice has been submitted to theStock Exchanges and is annexed at 'Annexure VII' to this Board's Report.


During the year under review the Statutory Auditors Internal Auditors and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under section 143(12) of the Companies Act 2013details of which needs to be mentioned in this Report.


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 together with a Certificate from the Company's Auditorsconfirming compliances forms an integral part of this Report.


The Company has adopted a Whistle Blower Policy establishing vigil mechanism to providea formal mechanism to the Directors and employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism 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.


A. 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 of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

Name of the Director Ratio to Median
Shri. Narender Surana MD 27.44
Shri. Devendra Surana Director Nil
Shri. Baunakar Shekarnath WTD Nil
Smt. Vinita Surana WTD & CFO* 9.60

*Resigned from Directorship w.e.f. 20.07.2019

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Name of Person % increase in remuneration
Shri. Narender Surana MD 0
Shri. Baunakar Shekarnath WTD NA
Shri. Devendra Surana Director NA
Shri. Srinivas Dudam CS 9.78

(iii) The percentage increase in the median remuneration of employees in the financialyear is -1.54%

(iv) The number of permanent employees on the rolls of company - 25.

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

The average increase in salaries of employees other than managerial personnel in2019-20 was 29.98%. Percentage increase in the managerial remuneration for the year wasNil.

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

B. The statement containing names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12) of the Act read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part of this report. Further thereport and the accounts are being sent to the Members excluding the aforesaid annexure. Interms of Section 136 of the Act the said annexure is open for inspection and any memberinterested in obtaining a copy of the same may write to the Company Secretary.


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.


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


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.


There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year 31st March 2020to which the financial statements relates and the date of signing of this report.


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


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


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.

The Internal Complaints Committee (ICC) has been setup to redress complaint receivedregarding sexual harassment. During the period under review no complaints was received bythe ICC.


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 the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.


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
(DIN-00075086) (DIN-00077296)
Place: Secunderabad
Date: 08.08.2020