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Surana Telecom and Power Ltd.

BSE: 517530 Sector: Others
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OPEN 11.50
VOLUME 10363
52-Week high 17.97
52-Week low 5.94
P/E 13.58
Mkt Cap.(Rs cr) 155
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.50
CLOSE 11.40
VOLUME 10363
52-Week high 17.97
52-Week low 5.94
P/E 13.58
Mkt Cap.(Rs cr) 155
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 33rd AnnualReport of your Company and the Audited Financial Statements for the financial year endedon 31st March 2022 together with Auditors' Report thereon.


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

(Amount in lakhs)

Particulars Standalone Results Consolidated Results
2021-22 2020-21 2021-22 2020-21
Sales and other Income 2061.19 1990.64 3332.24 3095.65
Profit before Depreciation and Interest 1365.06 1282.23 2387.17 2072.36
Depreciation & Amortization 482.66 525.54 1097.73 1220.26
Interest 291.19 334.29 368.74 450.31
Profit for the year 591.21 422.40 920.69 401.79
Profit before Taxation 591.21 422.40 920.69 401.79
Provision for Taxation:
Current Tax 98.70 70.51 161.70 92.46
Deferred Tax 5.10 3.73 (32.60) (31.38)
Profit after Tax 487.41 348.16 791.60 340.71
Add: Other Comprehensive Income 60.07 431.60 60.07 431.60
Total Comprehensive Income for the year 547.48 779.76 851.66 772.31
Less: Minority Interest (Current year's Profit/loss) - - 142.11 (28.11)
Add: Share in Net Profit of Associate Company - - 34.95 8.71
Add: Capital Reserve on acquisition of shares - - - 8.14
Less: Pre Acquisition Profit - - - 17.45
Surplus brought forward from previous year 4425.43 3645.67 4806.02 4006.20
Balance carried forward to Balance Sheet 4972.91 4425.43 5550.52 4806.02


During the year under review the Income from Operations of the Companyis Rs 1770.04 lacs as against Rs 1740.75 lacs in the previous year. The Profit before Tax(PBT) stood at Rs 591.21 lacs as against Rs 422.40 lacs in the previous year.

The Profit after Tax (PAT) stood at Rs 487.41 lacs as against Rs 348.16lacs in the previous year. The Earnings per Share (EPS) for the year ended 31.03.2022 isRs 0.36 as against Rs 0.26 in the previous year ended 31.03.2021


The Company's solar power projects of 5MW each one located atGujarat Solar Park Charanka Village Santalpur Taluq Patan District Gujarat State andother at Munipally Village Sadashivpet Medak District Telangana State are operatingsuccessfully and generating steady income. The later project is supplying power to TataCommunications Ltd. through open access route under PPA for a period of 10 years.

The Subsidiaries viz. Surana Solar Systems Pvt. Ltd. (SSSPL)Bhagyanagar Green Energy Pvt. Ltd. (BGEPL) and Aryavaan Renewable Energy Pvt. Ltd. (AEPL)are having 5MW Solar Power projects each situated at Shankapur

Village Shankarampet Mandal Medak District Telangana StatePeddaumanthal Village Pudur Mandal Ranga Reddy District Telangana State and BarharaVillage Sarila Tehsil Hamirpur District Uttar Pradesh respectively. SSSPL has renewedits PPA with Bhagyanagar India Limited for a period of 10 years. Whereas AEPL has longterm PPA with Uttar Pradesh Power Corporation Ltd.

Tejas India Solar Energy Pvt. Ltd. a wholly owned subsidiary hascompleted erection of 3MW grid connected solar power plant at Gajwel Mandal MedakDistrict Telangana and is making required efforts to obtain approvals for synchronisationof the project to the grid and sale of power under open access route. The Company hasapproached Telangana State Electricity Regulatory Commission for passing the necessaryorders in this regard. The matter is under process.

1MW solar power plant situated at Urukonda village NagarkurnoolDistrict Telangana State is running successfully. Power is being supplied to SuryalataSpinning Mills Limited as per PPA for a period of 25 years at a price of Rs 5.00 per unitunder RESCO model.

The Company has installed cumulative capacity of 1MW roof top solarproject through EPC for various customers in Telangana State.


Your company has four (4) subsidiary companies and one associatecompany as on 31.03.2022 as mentioned below. Further there has been no material changes inthe nature of business of the subsidiaries.

Sr. No. Name of the Company Percentage (%) of Shareholding
Subsidiary/Wholly Owned Subsidiary Companies:
Surana Solar Systems Private 1. Limited 51.00
Tejas India Solar Energy Private 2. Limited 100.00
Bhagyanagar Green Energy Private 3. Limited 58.15
Aryavaan Renewable Energy Private 4. Limited 51.00
Associate Company:
1. Surana Solar Limited 41.27

In terms of proviso to sub-section (3) of Section 129 of the CompaniesAct 2013 the salient features of the financial statement of the subsidiaries andassociates is set out in the prescribed Form AOC-1 which forms part of the Annual Report.Pursuant to the provisions of Section 136 of the Companies Act 2013 the consolidatedfinancial statements of the company along with relevant documents are made available onthe website of the Company.


The Consolidated Financial Statements are prepared in accordance withIndian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)Rules 2015 as amended and notified under Section 133 of theCompanies Act 2013 and otherrelevant provisions of the Companies Act 2013.

The Consolidated Financial Statements for the financial year ended 31stMarch 2022 forms part of the Annual Report. As per the provisions of Section 136 of theCompanies Act 2013 the Company has placed separate Audited accounts of its Subsidiarieson its website and a copy of separate Audited Financial Statements ofits Subsidiaries will be provided to shareholders upon their request.


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


The paid-up Share Capital of the Company as on 31st March2022 is Rs 135759963 divided into 135759963 equity shares of Rs 1/- each. During theyear under review there is no change in share capital of the company.


The Board of Directors of the Company have not recommended for transferof any amount to the General Reserve for the financial year ended 31st March2022.


The Board of Directors have not recommended dividend for the financialyear 2021-22 due to low profitability and capex plans.


The Management Discussion and Analysis Report as required underSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms an integral part of this Report and gives details of the overall industrystructure developments performance and state of affairs of the Company's businessinternal controls and their adequacy risk management systems and other materialdevelopments during the financial year.

Management Discussion and Analysis Report is presented in a separatesection and forms part of the Annual Report as Annexure-II.


During the year 2021-22 the Company is not covered under the criteriaof Section 135(5) of Companies Act 2013. The Company however over the years is pursuingas part of its Corporate Social Responsibility for welfare and aspirations of theCommunity. 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 coreelements of CSR activities include ethical functioning respect for all stake-holdersprotection of human rights and care for the environment. The G.M. Surana Foundation isestablished purely for the purpose of providing medical relief to the people who are inbelow poverty line. It is being run by qualified and registered doctors.


Pursuant to the requirement under Section 134 of the Companies Act2013 with respect to the Directors' Responsibility Statement the Board of Directorsof the

Company hereby confirms:

(a) That the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards have been followedalong with proper explanation relating to material departures;

(b) That the directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe financial year 2021-22 and of the profit and loss of the company for that period;

(c) That the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) That the directors have prepared the annual accounts for thefinancial year ending on 31 st March 2022 on a going concern basis;

(e) That the directors have laid down Internal Financial Controls to befollowed by the company and that such Internal Financial Controls are adequate and wereoperating effectively; and (f) That the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.


The Independent Directors have submitted the declaration ofindependence as required pursuant to sub-section (7) of section 149 of the Companies Act2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 stating that they meet the criteria of independence as provided insub-section (6) of Section 149 and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.


The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy which lays down a framework in relation toselection appointment and remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. The details of Nomination and Remuneration Committee and Policyare stated in the Corporate Governance Report.


The details of Loans Guarantees Securities and Investments madeduring the financial year ended 31st March 2022 are given in the notes to theFinancial Statements in compliance with the provisions of Section 186 of the CompaniesAct 2013 read with Companies (Meetings of Board and its Powers) Rules 2014.


All transactions entered with Related Parties for the year under reviewwere on arm's length basis and in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. All Related Party Transactions areplaced before the Audit Committee and also the Board for approval where ever required.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof a foreseeable 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 identificationand monitoring of such transactions. The policy on Related Party Transactions as approvedby the Board is uploaded on the Company'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-III' to this Report.


The Audit Committee consists of Shri. Mayank Sanghani (IndependentDirector) as Chairman Shri N Krupakar Reddy (Independent Director) Smt. Sanjana Jain(Independent Director) and Shri. Narender Surana (Managing Director) as members. TheCommittee inter alia reviews the Internal Control System Reports of Internal Auditors andcompliance of various Regulations. The Committee also reviews the financial statementsbefore they are placed before the Board.

The recommendations made by the Audit Committee to the Board from timeto time during the year under review have been accepted by the Board. Other details withrespect to the Audit Committee such as its terms of reference the meetings of the AuditCommittee and attendance thereat of the members of the Committee are separately providedin this Annual Report as a part of the Report on Corporate Governance.


The Annual Return in Form MGT-7 is available on theCompany's website the web link for the same is


The information on Conservation of Energy Technology AbsorptionForeign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 areprovided in ‘Annexure-I' forming part of this Report.


In terms of the requirements under Section 134(3)(n) of the CompaniesAct 2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has developed and implementedthe Risk Management Policy. The Audit Committee has additional oversight in the area offinancial risks 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 the Independent Directors of the companyin terms of Schedule IV and Regulation 25(3)(4) of SEBI (LODR) Regulations 2015evaluated the performance of the Board as a whole each Non-Independent Director and theChairperson of the Company. Further in terms of Section 178(2) of the Companies Act2013 as amended the Nomination and Remuneration Committee evaluated the performance ofthe Board as a whole and the Individual Directors. The Board also as per the provisions ofRegulation 17(10) of SEBI (LODR) Regulations 2015 evaluated the performance of theIndependent Directors and the Committees of the Board in terms of Section 134(3) (p) ofthe Companies Act 2013 read with Rule 8(4) of the Companies (Accounts) Rules 2014. Theevaluations are done on the basis of a structured questionnaire which contains evaluationcriteria taking into consideration various performance related aspects. The Board ofDirectors has expressed their satisfaction with the evaluation process.


Shri. Devendra Surana Director of the Company will retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment. During the period under review Shri N.Krupakar Reddy had been appointedas an Independent Director of the Company w.e.f. 8th June 2021 for a period offive (5) consecutive years.

The brief particulars of Directors seeking appointment/ re-appointmentat this Annual General Meeting are being annexed to the Notice.

Pursuant to the provisions of Section 203 of the Companies Act 2013Shri. Narendra Surana Managing Director Shri. Baunakar Shekarnath Whole-time DirectorSmt. Vinita

Surana Chief Financial Officer and Mr. Abdur Rahman Company Secretaryare Key Managerial Personnel of the Company.


During the financial year under review 5 (Five) Board Meetings wereconvened and held. The details of the meetings are given in the Corporate GovernanceReport. The intervening gap between the meetings was within the period of 120 days asprescribed under the Companies Act 2013 and Regulation 17 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.


The Company has not accepted any deposits in terms of Section 73 orSection 76 of the Companies Act 2013 and as such no amount on account of principal orinterest on public deposits was outstanding as on the date of the balance sheet.


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

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

(ii) National Stock Exchange of India Ltd. Exchange Plaza Floor5 Plot No. C/1 G Block Bandra –Kurla Complex Bandra (East) Mumbai – 400051 Maharashtra India.

The Company has paid the Annual Listing Fees to the Stock Exchanges forthe financial year 2022-23.


The Statutory Auditors' Report for the Financial year 2021-

22 does not contain any qualifications reservations adverse remarksor disclaimer and no frauds were reported by the Auditors under sub-section (12) ofSection 143 of the Act. As per Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the term of M/s. Luharuka & Associates (Firm Registration No.01882S) as the Statutory Auditors of the Company would complete with the conclusion of 33rdAnnual General Meeting of the Company. The Board of Directors of the Company at theirmeeting held on 21st May 2022 on the recommendation of the Audit Committeehas made its recommendation for re-appointment of M/s. Luharuka & Associates (FirmRegistration No. 01882S) as the Statutory

Auditors of the Company to hold office from the conclusion of 33rdAnnual General Meeting till the conclusion of 38th Annual General Meeting ofthe Company subject to the approval of the Members at the ensuing Annual General Meeting.M/s. Luharuka & Associates has expressed its willingness to be re-appointed as theStatutory Auditors of the Company and also confirmed its eligibility in compliance withthe provisions of Sections 139 141 and other applicable provisions of the Act. The Boardof Directors recommends to the Members the re-appointment of M/s. Luharuka &Associates as the Statutory Auditors of the Company. Accordingly the proposal for theirre-appointment is included in this Notice of 33rd Annual General Meeting.


The Board of Directors based on the recommendation of the AuditCommittee has appointed M/s. Sekhar & Co. Chartered Accountants as the InternalAuditors of your Company. The Internal Auditors are submitting their reports on quarterlybasis to the Audit Committee and Board of Directors.

The Board of Directors of the Company has re-appointed M/s Sekhar &Co. Chartered Accountants as Internal Auditors to conduct Internal Audit for thefinancial year ended 31st March 2023.


The Company has maintained cost records as specified by CentralGovernment under Section 148(1) of Companies Act 2013 and such records have been auditedby the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules 2014. M/s.Lavanya & Associates Cost Accountants Hyderabad have been appointed by the Boardon recommendations of Audit Committee as Cost Auditor for conducting audit of the costaccounts maintained by the Company relating to Base Metals and Electricity for thefinancial year 2021-22. The Cost Auditors' Report of financial year 2021-22 did notcontain any qualifications reservations adverse remarks or disclaimers and no fraudswere reported by the Cost Auditors to the Company under sub-section (12) of Section 143 ofthe Act.


Pursuant to the provisions of Section 204 of the Companies Act 2013your Company had appointed Mrs. Rakhi Agarwal Company Secretary in Practice Hyderabadas its Secretarial Auditor to conduct the Secretarial Audit of your Company for financialyear 2021-22.

The Report of the Secretarial Auditor for the financial year 2021-22 isannexed to this report as Annexure-IV.

There were no qualifications reservation or adverse remark ordisclaimer made by Secretarial Auditor in its report.


The Secretarial Audit of the material subsidiaries M/s. AryavaanRenewable Energy Private Limited and M/s. Bhagyanagar Green Energy Private Limited for thefinancial year 2021-22 was carried out pursuant to Section 204 of the Companies Act 2013and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Secretarial Audit Report submitted by Mrs. Rakhi Agarwal CompanySecretary in Practice does not contain any qualification reservation or adverse remarkor disclaimer.

The secretarial audit report of Material Subsidiaries are annexed tothis report as Annexure - V (a) and Annexure – V (b).


The Company has undertaken an audit for the financial year 2021-22 forall applicable compliances 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 VI' to this Board's Report.


During the year under review the Statutory Auditors Internal Auditorsand Secretarial Auditor have not reported any instances of frauds committed in the Companyby its Officers or Employees to the Audit Committee under section 143(12) of the CompaniesAct 2013 details of which needs to be mentioned in this Report.


The Company has implemented the procedures and adopted practices inconformity with the Code of Corporate Governance as per the requirements of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A separate report oncorporate governance practices followed by the Company together with a Certificate fromthe Company's Auditors confirming compliances forms an integral part of this Report.


The Company has adopted a Whistle Blower Policy establishing vigilmechanism to provide a formal mechanism to the Directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of Code of Conduct andEthics. It also provides for adequate safeguards against the victimization of employeeswho avail the mechanism and provides direct access to the Chairperson of the AuditCommittee in exceptional cases. It is affirmed that no personnel of the Company have beendenied access to the Audit Committee. The policy of vigil mechanism is available on theCompany's website. The Whistle Blower Policy aims for conducting the affairs in afair and transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behavior.


A. Disclosures with respect to the remuneration of Directors andemployees as required under Section 197(12) of Companies Act 2013 and Rule 5(1) Companies(Appointment and Remuneration 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 Remuneration
Shri. Narender Surana MD 21.54
Shri. Devendra Surana Director NA
Shri. Baunakar Shekarnath WTD 1.23

(ii) The percentage increase in remuneration of each

Director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager if any in the financial year;

Name of Person % increase in remuneration
Shri. Narender Surana MD 0.00
Shri. Baunakar Shekarnath WTD 4.88
Smt. Vinita Surana CFO 0.00
Mr. Abdur Rahman CS* NA


* Appointed as CS w.e.f. 07.08.2021.

(iii) The percentage increase in the median remuneration of employees in the financialyear is 8.33%.

(iv) The number of permanent employees on the rolls of company – 20.

(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 any exceptionalcircumstances for increase in the managerial remuneration: The average increase insalaries of employees other than managerial personnel in 2021-22 is 3.54%. Percentageincrease in the managerial remuneration for the year was 0.19.

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

B. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules 2014 a statement showing the names of the top tenemployees in terms of remuneration drawn and names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules forms part of thisReport. Having regard to the provisions of the second proviso to Section 136(1) of the Actand as advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said Annexure is open for inspection at the registered officeof your

Company. Any member interested in obtaining copy of the same may writeto Company Secretary.


The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company and its subsidiaries.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.


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


There are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status of the Company and itsfuture operations.


There are no material changes and commitments affecting the financialposition of the Company which occurred between the end of the financial year 31stMarch 2022 to which the financial statements relates and the date of signing of thisreport.


The industrial relations of the Company continued to be harmoniousduring the year under review.


Your Company continues to hold ISO 9001-2008 Certification by meetingall the requirements of Certification from time to time.


The Company has adopted policy on Prevention of Sexual Harassment ofWomen at Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

The Internal Complaints Committee (ICC) has been setup to redresscomplaint received regarding sexual harassment. During the period under review nocomplaints were received by the ICC.


Statements in the Board's Report and the Management Discussion& Analysis describing the Company's objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include global and domestic demand andsupply conditions affecting selling prices of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other factors such as litigation and industrial relations.


The Directors take this opportunity to place on record their sincerethanks to the suppliers customers strategic partners Banks and Financial InstitutionsInsurance Companies Central and State Government Departments and the shareholders fortheir support and co-operation extended to the Company from time to time. Directors arepleased to record their appreciation of the sincere and dedicated services of theemployees and workmen at all levels.

For and on behalf of the Board of Directors

DIN: 00075086 DIN: 00077296
Place: Secunderabad
Date: 23.07.2022