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Surya India Ltd.

BSE: 539253 Sector: Financials
NSE: N.A. ISIN Code: INE446E01019
BSE 05:30 | 01 Jan Surya India Ltd
NSE 05:30 | 01 Jan Surya India Ltd

Surya India Ltd. (SURYAINDIA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 34th Report on the businessand operations of the Company together with the audited results for the financial yearended 31st March 2019.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

(Amount in Rs. Lacs)

Particulars 2018-19 2017-18
Revenue from Operations 462.37 428.07
Other Income 1.64 101.22
Total Revenue 464.01 529.29
Profit before Depreciation 219.98 297.50
Less: Depreciation 39.66 41.62
Profit before Tax 180.32 255.88
Provision for Tax(Net) 44.32 64.31
Profit after Tax 136.00 191.57
Other Comprehensive Income 1279.08 12.28
Total Comprehensive Income for the year 1415.08 203.85
Earnings Per Equity Share 20.26 2.92
Transfer to General Reserve - -
Closing Balance of Reserves & Surplus 5746.72 4331.63
(Other Equity)

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 2018-19 the revenue from operation and other income were Rs. 464.01Lacs as against Rs. 529.29 Lacs for the previous financial year registering adecrease of 65.28 Lacs in the current year in comparison to the corresponding previousyear. The profit before tax was Rs. 180.32 Lacs and the profit after tax was Rs.136.00 for the financial year under review as against Rs. 255.88 Lacs and Rs.191.57 Lacs respectively for the previous financial year. Total Comprehensiveincome for the Financial year 2018-19 were Rs. 1415.08 lacs as compared to previous yearamounting to Rs. 203.85 lacs. There were no material changes and commitments affecting thefinancial position of the company occurred between the end of the financial year and thedate of the report. Earnings Per Share at the end of financial year 2018-19 has beenincreased to ten times from Rs. 2.92/- to Rs. 20.26/-

Overall the Company is performing up to the expectations of the investors of theCompany 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 Real estate and related activities ofproviding its properties on lease and also invest its surplus funds in securities (bothquoted and unquoted) and provide loans & advances to its group companies in accordancewith 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 2018-19.

TRANSFER TO RESERVES

During Financial Year 2018-19 no amount has been transferred to the general reservesof the Company. The Balance of Reserve & Surplus at the end of the Financial Year isRs. 574671664/-.

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 2019 is Rs. 69858320/- (6985 832 Equity Shares of Rs. 10/- each). TheShares of the Company are listed on Bombay Stock Exchange Limited (BSE).

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. Preeti Agarwal Managing Director retires byrotation at the ensuing Annual General Meeting and offers herself for reappointment. Briefresume of Mrs. Preeti Agarwal nature of expertise in specific functional area and thename 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 of the ensuing AGM for brief profile andother related information of Directors seeking appointment/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
Mr. Jitesh Grover Company Secretary

During the year under review there was no change in Key Managerial Personnel of theCompany.

*However w.e.f. 1st June 2019 Mr. Ram Babu Goyal has resigned from thepost of Chief Financial Officer and Key Managerial Personnel of the Company and Mr.SatyaPrakash Gaur has been appointed as Chief Financial Officer and Key ManagerialPersonnel of the Company in place of him.

INDEPENDENT DIRECTORS

During the year under review Mr. Kishan Behari Jain had resigned from the post ofNon-Executive Independent Director w.e.f 31st August 2018 and Mrs. Puneet Bedi(DIN: 02178816) was appointed as a Non-Executive Independent Director of the Company for afirst term of five consecutive years w.e.f. 31st August 2018 on the basis ofrecommendation made by Nomination & Remuneration Committee (NRC). Her appointment wasduly approved by the members of the Company at the Annual General Meeting (AGM) of theCompany held on 29th September 2018.

The first term of five consecutive years of Mr. Ganesh Dass Aggarwal (DIN: 01547790)Non-Executive; Independent Chairman & Director is ending on 29th September2019 and he is eligible for re-appointment for a second term. In the opinion of the BoardMr. Ganesh Dass Aggarwal fulfills the conditions for his re-appointment as an IndependentDirector as specified in the Act and the SEBI Listing Regulations. Thus in pursuant tothe recommendation of NRC the Board at its meeting held on 31st July 2019approved and recommended to the members of the Company re-appointment of Mr. Ganesh Dass

Aggarwal as a Non-Executive Independent Director designated as ‘Chairman' of the

Company not liable to retire by rotation for a second term of five consecutive yearsw.e.f. 30th September 2019 to 29th September 2024. Accordinglyspecial resolution for his re-appointment is included in the Notice of ensuing AGM forapproval of members of the Company.

The Company has received an intimation in Form DIR-8 from Mr. Ganesh Dass Aggarwalthat he is not disqualified from being re-appointed as an Independent Director in termsof Section 164 of the Act declaration that he meets with the criteria of independence asprescribed under Section 149 (6) of the Companies Act 2013 & Regulation 16(1)(b) ofSEBI Listing Regulations and his consent to continue as an Independent Director.

Accordingly special resolution for his re-appointment is included in the Notice ofensuing AGM for approval of members of the Company.

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.

NUMBER OF MEETINGS OF THE BOARD

During the year 8 (Eight) Board Meetings were held on 10th April 2018 5thMay 2018 30th May 2018 13th August 2018 31st August2018 14th November 2018 14th February 2019 and 30thMarch 2019. The intervening gap between the meeting was within the period prescribedunder the Companies Act 2013.

A Separate Meeting of Independent Directors of the Company was also held on 30thMarch 2019 in compliance of Schedule IV of the Companies Act 2013. The details of theBoard meetings and attendance of the Directors are provided in the Corporate GovernanceReport as an integral part of this Report.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL

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 toattract retain and motivate directors of the quality required to run the companysuccessfully;

• 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 2018-19.

FORMAL ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEE AND INDIVIDUALDIRECTORS

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 RemunerationCommittee and Shareholder's Investor Grievance Committee/ Stakeholder RelationshipCommittee. The manner in which the evaluation has been carried out is explained 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.

COMPOSITION OF AUDIT & OTHER COMMITTEES

Audit Committee

During the year under review there was a change in composition of the Audit Committeedue to resignation of Mr. Kishan Behari Jain from the post of Non-Executive IndependentDirector who was also a member of the Committee. Mrs. Puneet Bedi was appointed as memberof the Committee in place of Mr. Kishan Behari Jain w.e.f 31st August 2018.

As on 31st March 2019 the Audit Committee comprised of three Directors outof them two were Non-Executive Independent Directors namely Mr. Ganesh Dass Aggarwal(Chairman of the Committee) Mrs. Puneet Bedi (Member of the Committee) and One ExecutiveDirector Mrs. Preeti Agarwal (Member of the Committee).

More details including numbers and dates of meetings of the Committee are given in theCorporate Governance Report being an integral part of this Report.

Nomination and Remuneration Committee

During the year under review there was a change in composition of the Nomination &remuneration Committee due to resignation of Mr. Kishan Behari Jain from the post ofNon-Executive Independent Director who was also a chairman of the Committee. Mrs. PuneetBedi was appointed as chairman of the Committee in place of Mr. Kishan Behari Jain w.e.f.31st August 2018.

As on 31st March 2019 the Nomination and Remuneration Committee consists ofthree Members comprising two Non-Executive Independent Directors namely Mrs. Puneet Bedi(Chairman of the Committee) Mr. Ganesh Dass Aggarwal (Member) and one Non-ExecutiveDirector Mr. Manohar Lal Agarwal (Member). The Composition of the Nomination andRemuneration Committee and terms of reference meets the requirement of Section 178 of theCompanies Act 2013 Regulation 19 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

More details including numbers and dates of meetings of the Committee are given in theCorporate Governance Report being an integral part of this Report.

Stakeholder's Relationship Committee

During the year under review there was a change in composition of the Stakeholder'sRelationship Committee due to resignation of Mr. Kishan Behari Jain from the post ofNon-Executive Independent Director who was also a member of the Committee. Mrs. PuneetBedi was appointed as member of the Committee in place of Mr. Kishan Behari Jain w.e.f. 31stAugust 2018.

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.

More details including numbers and dates of meeting of the Committee are given in theCorporate Governance Report being an integral part of this Report.

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 2019 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 2019 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 DisclosureRequirements) Regulations 2015 "Listing Regulations" by the Securities andExchange Board of India (SEBI) as amended from time to time. The report on CorporateGovernance as stipulated under the Listing Regulations forms an integral part of thisReport 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 2019 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 is nolonger 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 2019.

The Secretarial Audit Report for the financial year ended 31st March 2019 underCompanies Act 2013 read with Rules made thereunder is annexed as Annexure- VI tothis report received from Company Secretary in Practice M/s P. Kathuria & Associates(C.P. No. 3086) is self explanatory except the following points :-

• Company had not submitted its Annual Report for the financial year 2017-2018 toStock Exchange and also had not published it on its website within the prescribed timelimit as required under Regulation 34(1) and Regulation 46(2)(I)(iii) of SEBI (LODR)Regulations 2015 respectively. A notice from BSE has been received by the company videNotice no. LIST/COMP/539253/REG. 34-Mar18/988/2018-19 on 16.11.2018 for non-submission ofAnnual Report for the financial year 2017-2018. However Annual Report for the financialyear 2017-18 submitted by the Company on 27.11.2018 and also published on its website on03.12.2018 and paid the Fine of Rs. 37760/- in the favour of Bombay Stock Exchange. Thesame has been noted by the Board of Directors in its meeting held on 14.02.2019 statingthat the non-compliance was due to inadvertent omission.

• Company had not submitted Voting Results of its Annual General Meeting held on29.09.2018 for the financial year ended 31.03.2018 to Stock Exchange within the prescribedtime limit i.e. within forty-eight hours of conclusion of its General Meeting as requiredunder Regulation 44(3) of SEBI (LODR) 2015. Later on the Voting Results have beensubmitted on 01.10.2018 at 05:35 p.m. i.e. within 54 hrs. and 25 minutes of conclusion ofAGM on 29.09.2018 at 11:10 a.m.

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.

EXPLANATION IN RESPONSE TO SECRETARIAL AUDITOR'S QUALIFICATION/REMARKS

The Secretarial Audit Report (annexed as Annexure- VI) received fromCompany Secretary in Practice M/s P. Kathuria & Associates (C.P. No. 3086) is selfexplanatory except the following points :-

• Company had not submitted its Annual Report for the financial year 2017-2018 toStock Exchange and also had not published it on its website within the prescribed timelimit as required under Regulation 34(1) and Regulation 46(2)(I)(iii) of SEBI (LODR)Regulations 2015 respectively. A notice from BSE has been received by the company videNotice no. LIST/COMP/539253/REG. 34-Mar18/988/2018-19 on 16.11.2018 for non-submission ofAnnual Report for the financial year 2017-2018. However Annual Report for the financialyear 2017-18 submitted by the Company on 27.11.2018 and also published on its website on03.12.2018 and paid the Fine of Rs. 37760/- in the favour of Bombay Stock Exchange. Thesame has been noted by the Board of Directors in its meeting held on 14.02.2019 statingthat the non-compliance was due to inadvertent omission.

• Company had not submitted Voting Results of its Annual General Meeting held on29.09.2018 for the financial year ended 31.03.2018 to Stock Exchange within the prescribedtime limit i.e. within forty-eight hours of conclusion of its General Meeting as requiredunder Regulation 44(3) of SEBI (LODR) 2015. Later on the Voting Results have beensubmitted on 01.10.2018 at 05:35 p.m. i.e. within 54 hrs. and 25 minutes of conclusion ofAGM on 29.09.2018 at 11:10 a.m.

Board's reply for the above Points of the Secretarial Audit Report:

• Although the Board has taken due and reasonable care of various statutorycompliances under the new Companies Act 2013 SEBI (LODR) Regulations 2015 and otherapplicable laws however the non-submission of Annual Report for the financial year2017-2018 and also not published it on its website within the prescribed time was due toinadvertent omission. The Board had taken immediate action once it comes to their noticeand submitted the Annual Report on 27.11.2018 and also published on its website on03.12.2018.

• The other qualification stated in Secretarial Audit Report that Company had notsubmitted Voting Results of its Annual General Meeting held on 29.09.2018 for thefinancial year ended 31.03.2018 to Stock Exchange within the prescribed time limit andthe reason for delay for late submission was due to non-providing of Scrutinizer Report one-voting within the prescribed time by the Scrutinizer (Mr. Pradeep Kathuria) and theCompany is always trying to comply all the applicable laws rules regulations etc. withtrue letter and spirit.

Also the Board taken note of the same and assures that the Company will take allnecessary steps to ensure proper and timely compliance of all applicable laws/circulars/regulations etc. with true letter and spirit.

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 Secretarial Auditors with BSE Limitedwithin the specified time 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 locallegal requirements and SEBI guidelines;

• Reviewing risks and evaluate treatment including initiating mitigation actionsand ownership 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 details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Rules 2014 are enclosed as "Annexure-VII" to thisreport.

Pursuant to Section 134 (3) (a) of the Act a copy of annual return will be placed onthe website of the Company and can be accessed using the link:https://www.suryaindialtd.com/compliancereports.html.

RELATED PARTY TRANSACTIONS

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 Rs. 1 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-VIII.

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.

During the year under review in pursuance of Section 185 Section 186 or any otherprovisions of Companies Act 2013 and Regulation 23 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasgranted loan or issued corporate guarantee or provided guarantee for an amount notexceeding Rs. 100 Crores (Rupees One Hundred Crores only) to Haldiram Snacks PrivateLimited ("sister concern") for the business purpose in one or more tranches inany financial year from time to time and the same was duly approved by the members of theCompany by the way of Special Resolution since the Company and Haldiram Snacks PrivateLimited have common director i.e. Mr. Manohar Lal Agarwal at the Annual General Meeting(AGM) held on 29th September 2018.

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 2018-19 are annexed as "Annexure-IX".

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 X"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 2018-19:

Actual Inflows (Earnings):-Nil ;

Actual outflows (Outgo):- Rs. 1034965 /-

ADEQUACY OF INTERNAL 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 2019. 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 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 the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsKMP Directors designated employees and other employees. The code is uploaded on thewebsite of the Company at 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 threemembers namely Mrs. Preeti Agarwal Mrs. Priyanka Agarwal and Mr. Ganesh Dass Aggarwal toinquire into complaints of sexual harassment and recommend appropriate action. The POSHPolicy is displayed on the Company's Website and is also communicated to employees throughe-mails communication campaigns and other channels.

The Company has not received any complaint on sexual harassment during Financial Year2018-19.

SUBSIDIARIES/ASSOCIATE/JOINT VENTURE COMPANIES

As on March 31 2019 the Company did not have any subsidiary company and joint venturecompany also Company didn't have any associate company within the meaning of section 2(6)of the Companies Act 2013.

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.

Scheme of Amalgamation/ Arrangement

The Hon'ble National Company Law Tribunal Principal Bench New Delhi vide its orderdated 14th January 2019 has sanctioned the scheme of arrangement under Section230-232 of Companies Act 2013 involving merger of Adhunik Realators Private Limitedformerly an Associate Company of the Company into Haldiram Products Private Limited withappointed date 1st April 2017.

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 the Bombay Stock Exchange Limited (BSE)with scrip code No. 539253. The Company confirms that the annual listing fees to BSE forthe financial years 2018-19 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.

For and on behalf of the Board of Directors of Surya India Limited

(Preeti Agarwal) (Priyanka Agarwal)
Managing Director Whole-time Director
DIN: 00011450 DIN: 01989753
Add: J-15 Hauz Khas Enclave Add: J-15 Hauz Khas Enclave
New Delhi-110016 New Delhi-110016
Date: 31st July 2019
Place: New Delhi