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Surya India Ltd.

BSE: 539253 Sector: Financials
NSE: N.A. ISIN Code: INE446E01019
BSE 00:00 | 16 Mar Surya India Ltd
NSE 05:30 | 01 Jan Surya India Ltd
OPEN 15.17
PREVIOUS CLOSE 15.17
VOLUME 100
52-Week high 15.17
52-Week low 13.12
P/E
Mkt Cap.(Rs cr) 11
Buy Price 15.17
Buy Qty 1.00
Sell Price 15.00
Sell Qty 8900.00
OPEN 15.17
CLOSE 15.17
VOLUME 100
52-Week high 15.17
52-Week low 13.12
P/E
Mkt Cap.(Rs cr) 11
Buy Price 15.17
Buy Qty 1.00
Sell Price 15.00
Sell Qty 8900.00

Surya India Ltd. (SURYAINDIA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 35th Report on the businessand operations of the Company together with the audited results for the financial yearended on 31st March 2020.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

(Amount in INR Lacs except EPS)

Particulars Financial Year Financial Year
2019-20 2018-19
Revenue from Operations 469.96 462.37
Other Income 40.67 1.64
Total Revenue 510.63 464.01
Profit before Depreciation & Tax 221.28 219.98
Less: Depreciation 48.76 39.66
Profit before Tax 172.52 180.32
Provision for Tax (Net) 148.90 44.32
Profit after Tax 23.62 136.00
Other Comprehensive Income net of Taxes 103.45 1279.08
Total Comprehensive Income for the year 127.07 1415.08
Earnings Per Share (EPS) - Basic & Diluted 1.82 20.26
Transfer to General Reserve - -
Closing Balance of Reserves & Surplus (Other Equity) 5873.79 5746.72

IMPACT OF COVID-19 ON BUSINESS

The beginning of 2020 has witnessed the global spread of COVID-19 i.e. coronavirus.Global threat from COVID-19 is continuing to grow and at a rapidly accelerating rate.Governments in many countries announced lockdowns and asked people to stay indoors. Aroundthe world these coronavirus lockdowns have driven professional and social life out of thephysical world and into the virtual realm. The economic fallouts of this is stilldifficult to assess as the situation is still evolving.

Consequent to this Government of India declared nation-wide lockdown on March 242020 which has impacted normal business operations of the Company. The Company hasassessed the impact of this pandemic on its business operations and has considered allrelevant internal and external information available up to the date of approval of thesefinancial results to determine the impact on the Company's revenue from operations forforeseeable future and the recoverability and carrying value of certain assets such asproperty investments trade receivables etc.

However due to uncertainty prevailing in terms of spread and control of this pandemiccurrently we are unable to assess the accurate future impact of this pandemic on businessbut we continue to assess the situation on an ongoing basis and take suitable actionsaccordingly. Also the Management believes that there would be an impact on the financialresults and profitability of the Company in the Financial year 2020-21 up to some extentbut also believe that due to robust financial resources and adequately maintainedliquidity this impact would not be material considering overall economic slowdown and GDPgrowth worldwide.

FINANCIAL PERFORMANCE/OPERATIONAL REVIEW

The financial statements of the Company have been prepared in all material aspects inaccordance with the Indian Accounting Standards (hereinafter referred to as the ‘IndAS') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the CompaniesAct 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 asamended from time to time.

In Financial Year 2019-20 the revenue from operation and other income were Rs. 510.63Lacs as against Rs. 464.01 Lacs for the previous financial year showing an increase of10.05% in the current year in comparison to the corresponding previous year. The profitbefore tax was Rs. 172.52 Lacs and the profit after tax was Rs. 23.62 Lacs for thefinancial year under review as against Rs. 180.32 Lacs and Rs. 136.00 Lacs respectivelyfor the previous financial year. Total Comprehensive income for the Financial year 2019-20were Rs. 127.07 lacs as compared to previous year amounting to Rs. 1415.08 lacs. Therewere no material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year and the date of the report. The Company hasacquired two commercial properties during the Financial year 2019-20 thereby increasingoverall depreciation which resulting in lower profits as compare to previous year whereastotal revenue of the Company has been increased which will further rise in coming yearsdue to additional rental income from the new properties.

Overall the Company is performing up to the expectations of the investors of the

Company and the Company's management believes that the Company will achieve its growthmomentum in future soon to create wealth for their shareholders.

COMPANY'S AFFAIRS

The Company primarily engaged in the business of leasing of Real estate properties andalso invest its surplus funds in securities (both quoted and unquoted) and provide loans& advances to its group companies in accordance with its Loan Policy.

DIVIDEND

Keeping in view of the fund requirements of the Company and business scenario yourBoard proposes to plough back the profits in the business of the Company and createreserves for the Company. As a matter of this your board does not recommend any dividendfor the financial year 2019-20.

TRANSFER TO RESERVES

During Financial Year 2019-20 no amount has been transferred to the General Reservesof the Company. The Balance of Reserve & Surplus at the end of the Financial Year isRs. 587379021/-.

SHARE CAPITAL AND LISTING OF SHARES

There is no change in the Equity Share Capital of the Company during the financial yearunder review. The Issued Subscribed and Paid-up Share Capital for the year ending on 31stMarch 2020 is Rs. 69858320/- (6985832 Equity Shares of Rs. 10/- each). TheShares of the Company are listed on BSE Limited.

CHANGE IN NATURE OF BUSINESS

During the year under review the Company has not commenced any new business ordiscontinued/sold or disposed of any of its existing businesses or hived off any segmentor division.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Priyanka Agarwal Whole Time Director retiresby rotation at the ensuing Annual General Meeting and offers herself for reappointment.Brief resume of Mrs. Priyanka Agarwal nature of expertise in specific functional area andthe name of the public companies in which he holds the Directorship etc. is given in thenotice convening the Annual General Meeting. Members are requested to refer the Notice ofthe ensuing AGM for brief profile and other related information of Directors seekingappointment/re-appointment.

Appointment of Key Managerial Personnel (KMPs)

As per the provisions of section 203 of the Companies Act 2013 following officials asnamed below were Key Managerial personnel of the Company during the year under review:

Name of the Official Key Managerial Personnel
Mrs. Preeti Agarwal Managing Director
Mrs. Priyanka Agarwal Whole Time Director
Mr. Ram Babu Goyal Chief Financial Officer resigned w.e.f. 1st June 2019
Mr. Satya Prakash Gaur Chief Financial Officer appointed w.e.f. 1st June 2019
Mr. Jitesh Grover Company Secretary & Compliance Officer

During the year under review Mr. Ram Babu Goyal has resigned from the post of ChiefFinancial Officer and Key Managerial Personnel of the Company w.e.f. 1st June2019 and Mr. Satya Prakash Gaur has been appointed as Chief Financial Officer and KeyManagerial Personnel of the Company in place of him w.e.f. 1st June 2019.

INDEPENDENT DIRECTORS

During the year under review there was no change in compositions of the Board ofDirectors of the Company.

In the opinion of the Board the Independent Directors of the Company possess therequisite expertise and experience and are the persons of high integrity and repute andthey fulfil the conditions specified in the Companies Act 2013 and the Rules madethereunder and are independent of the management.

STATEMENT ON DECLARATION OF INDEPENDENCE & STATEMENT ON COMPLIANCE OF CODE OFCONDUCT GIVEN BY INDEPENDENT DIRECTORS

The Company maintains the requisite number of Independent Directors as required underSection 149(4) of the Companies Act 2013 and Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Independent Directors havesubmitted the declaration of independence as required under Section 149(7) of theCompanies Act 2013 confirming that they meet the criteria of independence as provided insub-Section (6) of Section 149 of the Act & also have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act read with Regulation 16 (b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The details of programme for familiarization of Independent Directors with the Companynature of the business segments in which the Company operates and related matters are putup on the website of the Company.

The Independent Directors have confirmed that they have complied with the Company'sCode of Business Conduct & Ethics.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during thefinancial year 2019-20 are given in the separate section of Corporate Governance Reportwhich is an integral part of this Report.

COMPOSITION OF AUDIT & OTHER COMMITTEES

Audit Committee

The Audit Committee comprised of three Directors out of them two are Non-ExecutiveIndependent Directors namely Mr. Ganesh Dass Aggarwal (Chairman of the Committee) Mrs.Puneet Bedi (Member of the Committee) and One Executive Director Mrs. Preeti Agarwal(Member of the Committee).

Further details including numbers and dates of meetings of the Committee are given inthe Corporate Governance Report being an integral part of this Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of three Members comprising twoNon-Executive Independent Directors namely Mrs. Puneet Bedi (Chairperson of theCommittee) Mr. Ganesh Dass Aggarwal (Member) and one Non-Executive Director Mr. ManoharLal Agarwal (Member). The Composition of the Nomination and Remuneration Committee andterms of reference meets the requirement of Section 178 of the Companies Act 2013Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Further details including numbers and dates of meetings of the Committee are given inthe Corporate Governance Report being an integral part of this Report.

Stakeholder's Relationship Committee

The Stakeholders Relationship Committee consists of three Members comprising twoNon-Executive Independent Directors namely Mr. Ganesh Dass Aggarwal (Member) Mrs. PuneetBedi (Member) and one Non-Executive Director Mr. Manohar Lal Agarwal (Chairman of theCommittee). The Composition of the Stakeholders Relationship Committee and terms ofreference meets the requirement of Section 178 (5) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Further details including numbers and dates of meeting of the Committee are given inthe Corporate Governance Report being an integral part of this Report.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 178 of the Companies Act 2013 the Nomination and RemunerationCommittee (NRC) has formulated "Nomination and Remuneration Policy" which dealsinter-alia with appointment and remuneration of Directors Key Managerial PersonnelSenior Management and other employees. The said policy is uploaded on the website of theCompany and web-link thereto is http://www.suryaindialtd.com/policies.html.

The salient features of the policy are as under:

I. Criteria for appointment:

1. NRC shall identify ascertain and consider the integrity qualification expertiseand experience of the person for the appointment as a Director of the Company andrecommend to the Board his / her appointment. The Directors shall uphold ethical standardsof integrity and probity and shall exercise their duties and responsibilities in theinterest of the Company.

2. A person proposed to be appointed as Director should possess adequate qualificationexpertise and experience for the position he / she is considered for appointment. Theyshall possess appropriate core skills/ expertise/competencies/ knowledge in one or morefields of finance law management sales and marketing administration research and inthe context of business and/or the sector in which the company operates. The NRC has thediscretion to decide whether qualifications expertise and experience possessed by aperson are sufficient/satisfactory for the concerned position.

3. The Company shall comply with the provisions of the Act and Listing Regulations andany other laws if applicable for appointment of Director of the Company. The Company shallensure that provisions relating to limit of maximum directorships age term etc. arecomplied with.

II. Remuneration of the Whole Time /Executive Director(s) / Managing Director:

1. The remuneration including commission payable to the Whole Time /ExecutiveDirector(s) / Managing Director shall be determined and recommended by the NRC to theBoard for approval.

2. While determining the remuneration of the Executive Directors following factorsshall be considered by the NRC/Board:

? The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

? Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks;

III. Remuneration to Non- Executive / Independent Directors:

Sitting Fees: Independent Directors are entitled for sitting fees for attendingmeetings of the Board and committees (excluding Share Transfer Committee) and IndependentDirectors Meeting as may be approved by the Board within the limit specified under theAct.

However the Company has received a consent letter from the Independent andNon-Independent Directors of the Company for not taking sitting fees and reimbursement ofexpenses for participating the Board and other meetings of the Company for the financialyear 2019-20.

FORMAL ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEE AND INDIVIDUALDIRECTORS

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy forperformance evaluation of the individual directors Board and its Committees whichincludes criteria for performance evaluation.

Pursuant to the provisions of the Companies Act 2013 and Regulation 16(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout a formal annual evaluation of its own performance its directors individually as wellas the evaluation of the working of its Audit Committee Nomination and

Remuneration Committee and Shareholder's Investor Grievance Committee/ StakeholderRelationship Committee. The manner in which the evaluation has been carried out isexplained below:-

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board functioning such as adequacy ofcomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance of the Board and its Committees. A separateexercise was carried out to evaluate the performance of individual Directors including theChairman of the Board who was evaluated on parameters such as level of engagement andcontribution independence of judgement safeguarding the interests of the Company. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman and theNon Independent Directors was carried out by the Independent Directors who also reviewedthe performance of the Board as a whole. The Directors expressed their satisfaction withthe overall evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Clause (c) of Sub-section (3) and Sub-section (5) of Section 134 of theCompanies Act 2013 - with respect to Directors' Responsibility Statement it is herebyconfirmed:

i) that in preparation of the Annual Accounts for the financial year ended 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation relating to material departures;

ii) that the directors had 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 and of the Profit of your Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) that the directors had prepared the Annual Accounts for the financial year ended 31stMarch 2020 on a "going concern basis."

v) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The Company is committed to adhere the requirement of Corporate Governance as laid downin Clause 17 to 27 read with Schedules of SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 "Listing Regulations" by the Securities andExchange

Board of India (SEBI) as amended from time to time. The report on Corporate Governanceas stipulated under the Listing Regulations forms an integral part of this Report as Annexure-I.

Certificate from the Statutory Auditors of the company confirming the compliance withthe conditions of Corporate Governance as stipulated under Regulations read with Schedulesof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached tothis report as Annexure-II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations Management Discussion andAnalysis Report containing information inter-alia on industry trends your Company'sperformance future outlook opportunities and threats for the year ended 31stMarch 2020 is provided in a separate section forming integral part of this Annual Reportas

Annexure-III.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 the members atthe Annual General Meeting of the Company held on 30th September 2017 appointedM/s KAP & Associates Chartered Accountants as statutory auditors of the Company fromthe conclusion of 32nd Annual General Meeting of the Company till theconclusion of 37th Annual General Meeting covering one term of five consecutiveyears.

In view of the amendment to the said section 139 through the Companies (Amendment) Act2017 notified on 7th May 2018 ratification of auditors' appointment in eachAnnual General meeting is no longer required.

The Statutory Auditors of the Company have submitted report to the members of theCompany for the Year which is unqualified without any reservation or adverse remark ordisclaimer. The same report of the auditors is attached to the financial statementsforming a part of this Report. Therefore Board does not have any explanation or comment.

Secretarial Auditors

Pursuant to Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhas appointed M/s. P. Kathuria & Associates Company Secretaries (Certificate ofPractice No. 3086) as the Secretarial Auditor to conduct an audit of the secretarialrecords for the financial year 2019 - 20.

The Company has received consent from Mr. Pradeep Kathuria to act as the SecretarialAuditor for conducting audit of the secretarial records for the financial year ending 31stMarch 2020.

The Secretarial Audit Report for the financial year ended 31st March2020 under Companies Act 2013 read with Rules made thereunder is annexed as Annexure-VI to this report received from Company Secretary in Practice M/s P. Kathuria &Associates (C.P. No. 3086) is self explanatory.

Internal Auditors

The Board of Directors of your Company has re-appointed Mr. Ashish Bansal CharteredAccountant having Membership No. 522132 in its meeting held on 31.08.2018 as internalauditor of the Company for a period of five years from financial year 2018-19 to financialyear 2022-23. The Internal Auditor submits its report to the Audit Committee on quarterlybasis for its review which is forwarded to Board of Directors for their consideration andnecessary action.

ANNUAL SECRETARIAL COMPLIANCE REPORT

As per SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 8 2019 the Companyhas duly submitted the Annual Secretarial Compliance Report issued by M/s. P. Kathuria& Associates Practicing Company Secretaries with BSE Limited within the specifiedtime period.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THECOMPANIES ACT 2013

During the year under review there were no frauds reported by the Statutory Auditorsto the Audit Committee or the Board under section 143(12) of the Companies Act 2013.

DEPOSITS

During the year under review the Company has not accepted any deposits covered withinthe meaning of Section 73 to 76 of the Companies Act 2013 and Companies (Acceptance ofDeposits) Rules 2014. Further there are no deposits unclaimed or pending in the books ofthe Company. The company does not have any deposits which are in contradiction of ChapterV of the Act.

RISK MANAGEMENT POLICY

Business Risk Evaluation and Management is an on-going process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.

The objectives and scope of the Risk Management Policy broadly comprises of:

? Oversight of risk management performed by the executive management;

? Reviewing the Business Risk Management policy and framework in line with local legalrequirements and SEBI guidelines;

? Reviewing risks and evaluate treatment including initiating mitigation actions andownership as per a pre-defined cycle;

? Defining framework for identification assessment monitoring mitigation andreporting of risks.

Risk Management philosophy is to adopt an independent holistic approach to manageuncertainties from all quarters that is "Enterprise-wide Risk Management".

Three critical elements on which the enterprise risk management framework is built;creating a clear direct line of sight from risk management to investor's value;implementing a process to protect investor's value; and building the organizationalcapability to ensure strategic risk management.

EXTRACTS OF ANNUAL RETURN

The Ministry of Corporate Affairs (MCA) has notified the Companies (Management andAdministration) Amendment Rules 2020 wherein it has clarified that w.e.f. 28th August2020 the companies shall not be required to attach the extract of the annual return inform MGT-9 with the Board Report in case the web link of such return has been disclosed inthe board report. Therefore pursuant to said notification the extract in form MGT-9 isnot enclosed with this Report.

A copy of Annual Return in form MGT-7 is being placed on the website of the Company atInvestor Information segment and can be accessed using the below link:

https://www.suryaindialtd.com/investor.html

RELATED PARTY TRANSACTIONS & DISCLOSURE

All transactions with related parties are placed before the Audit Committee for itsapproval. An omnibus approval from the Audit Committee is obtained for the related partytransactions which are repetitive in nature. In case of transactions which are unforeseenor in respect of which complete details are not available the Audit Committee grants anomnibus approval to enter into such unforeseen transactions provided the transactionvalue does not exceed Rupees one Crore (per transaction in a financial year). The AuditCommittee reviews all transactions entered into pursuant to the omnibus approvals sogranted on a quarterly basis.

All transactions with related parties that were entered into during the financial yearwere on arm's length basis and in the ordinary course of the business. There were nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterests of the Company at large. The details of Related Party Transactions are disclosedin Notes to the Financial Statements attached to and forming part of the Annual FinancialStatements and also stated in Form AOC-2 annexed as Annexure-VII.

The Policy on Related Party Transactions is uploaded on the Company's website and canbe accessed using the link http://www.suryaindialtd.com/policies.html

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub- section 3 of Section 178of the Companies Act 2013. The Remuneration Policy is stated in the Corporate GovernanceReport integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The criteria of Corporate Social Responsibility as prescribed under Section 135 of theCompanies Act 2013 is not applicable on the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS.

The details of the loan made by the Company are provided in the notes to the AuditedFinancial Statements. The Company has not given any Guarantee to any person during thefinancial year and the details of investments made by the Company are also provide in thenotes to the Audited Financial Statements.

DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.

The information required pursuant to section 197 read with Rule 5 (1)(i) of TheCompanies (Appointment and Remuneration) Rules 2014 in respect of the ratio ofremuneration of each director to the median remuneration of the employees of the companyfor the financial year 2019-20 are annexed as "Annexure-VIII".

A Statement containing particulars of employees as required under section 197(12) ofthe Companies Act 2013 read with the Rule 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 is provided in "Annexure-IX"forming part of this report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Your company is not involved in carrying out any manufacturing/production activities.The information on Conservation of Energy and Technology Absorption of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is therefore not requiredto be furnished.

(C) Foreign exchange earnings and Outgo for the Financial Year 2019-20: Actual Inflows(Earnings):-Nil ; Actual outflows (Outgo):- Rs. 1138764/- ADEQUACY OFINTERNAL FINANCIAL CONTROLS

The Company has an Internal Financial Control System which commensurate with the sizescale and complexity of its operations. Mr. Ashish Bansal Chartered Accountant wasappointed as Internal Auditors of the Company during the year. The Internal Auditormonitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.

LITIGATION

No material litigation was outstanding as on 31st March 2020. Details oflitigation on tax matters if any are disclosed in the Financial Statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

During the year under review there were no material and significant orders passed bythe regulators or courts or tribunals Statutory or quasi-judicial body impacting thegoing concern status and the Company's operations in future.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The details of Vigil Mechanism/Whistle Blower policy are stated in the CorporateGovernance Report annexed to this Report. The vigil mechanism/whistle blower policy may beaccessed on the company's website at the below link:

http://www.suryaindialtd.com/policies.html.

PREVENTION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time Insider Trading Prohibition Code as approved by theBoard from time to time are in force by the Company. The objective of this Code is toprotect the interest of shareholders at large to prevent misuse of any price sensitiveinformation and to prevent any insider trading activity by dealing in shares of theCompany by its KMP Directors designated employees and other employees. The code isuploaded on the website of the Company at below link:

http://www.suryaindialtd.com/policies.html.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company is committed for providing and promoting a safe and healthy workenvironment for all its employees. The Company has zero tolerance towards sexualharassment at the workplace and has adopted a ‘Prevention of Sexual Harassment'

Policy (POSH) that is in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules framedthereunder for prevention and redressal of complaints of sexual harassment at workplacealong with a structured reporting and redressal mechanism. The Company has alsoconstituted an Internal Complaints Committee known as the POSH Committee having Fourmembers namely Mrs. Preeti Agarwal Mrs. Priyanka Agarwal Mr. Ganesh Dass Aggarwal andMrs. Puneet Bedi to inquire into complaints of sexual harassment and recommendappropriate action. The POSH Policy is displayed on the Company's

Website and is also communicated to employees through e-mails communication campaignsand other channels.

The Company has not received any complaint on sexual harassment during Financial Year2019-20.

SUBSIDIARIES/ASSOCIATE/JOINT VENTURE COMPANIES

As on March 31 2020 the Company did not have any subsidiary company and joint venturecompany or any associate company within the meaning of section 2(6) of the Companies Act2013.

Hence a separate statement containing the performance and financial position of allthe subsidiaries/associate/joint venture company is not required to be annexed to thisreport in form AOC-1 as required under section 129(3) of the Companies Act 2013.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review no amount was pending/required to transfer to theInvestor Education and Protection Fund (IEPF) by the Company.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board ofDirectors and General Meetings respectively have been duly followed by the Company.

COMPLIANCES

The company has devised and set in place proper systems to ensure compliance of alllaws applicable to the company.

LISTING FEES

The Equity Shares of the Company are listed on BSE Limited with scrip code No. 539253.The Company confirms that the annual listing fees to BSE Limited for the financial year2019-20 and 2020-21 have been duly paid.

REPORT ON FRAUD

During the year no fraud by the Company or no fraud/material fraud on the Company bythe officers and employees of the Company has been noticed or reported.

DEMATERIALIZATION

Pursuant SEBI (LODR) (Fourth Amendment) Regulations 2018 issued on June 8 2018 andeffective from December 05 2018 SEBI has mandated that transfer of securities in alisted company will be processed only if the securities are held in dematerialized form.Members who have not yet got their shares de-materialized are requested to opt for thesame in their own interest and send their share certificates through DepositoryParticipant(s) with whom they have opened the de-materialization account to the Company'sRTA.

ACKNOWLEDGEMENTS

Your Directors wish to record their sincere gratitude for our valued Businessassociates for the continuous co-operation support and assistance extended by them. Weplace on record our appreciation of the commitment dedication and hard work put in byemployees of the Company.

The Board also wish to place on record once again their appreciation for thecontribution made by the workers staff and executives at all levels to the continuedgrowth and prosperity of the Company. The overall industrial relations remained cordial atall the establishments.

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