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Surya Roshni Ltd.

BSE: 500336 Sector: Metals & Mining
NSE: SURYAROSNI ISIN Code: INE335A01012
BSE 00:00 | 22 Feb 225.20 3.30
(1.49%)
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221.90

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227.50

LOW

220.20

NSE 00:00 | 22 Feb 226.10 4.20
(1.89%)
OPEN

221.90

HIGH

228.15

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218.75

OPEN 221.90
PREVIOUS CLOSE 221.90
VOLUME 25639
52-Week high 459.60
52-Week low 185.05
P/E 10.77
Mkt Cap.(Rs cr) 1,225
Buy Price 225.20
Buy Qty 35.00
Sell Price 225.20
Sell Qty 17.00
OPEN 221.90
CLOSE 221.90
VOLUME 25639
52-Week high 459.60
52-Week low 185.05
P/E 10.77
Mkt Cap.(Rs cr) 1,225
Buy Price 225.20
Buy Qty 35.00
Sell Price 225.20
Sell Qty 17.00

Surya Roshni Ltd. (SURYAROSNI) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Forty Fifth Annual Report of the Companyfor the year ended 31st March 2018.

1 FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

(Rs. in crore)
Particulars 2017-2018 2016-2017
Revenue from Operations 5011.76 4181.03
Other Income 2.66 0.88
Total Revenue 5014.42 4181.91
EBITDA 348.59 313.90
Finance costs 105.16 112.72
Cash Profit 243.43 201.18
Depreciation and amortisation 87.31 83.61
Net Profit Before Tax 156.12 117.57
Tax Expenses 48.08 31.29
Net Profit After Tax 108.04 86.28
Other Comprehensive Income (3.72) (3.34)
Total Comprehensive Income 104.32 82.94

During the year under review the Scheme of Amalgamation amongst Surya Roshni Limitedand its associate Surya Global Steel Tubes Limited (SGSTL) sanctioned by the Hon'bleNational Company Law Tribunal Chandigarh Bench (NCLT) and made effective from 11thJanuary 2018 by filing of Form No. INC 28 with MCA and consequently business of SGSTLhas been transferred to the Company w.e.f. 1st April 2016 being the appointed date asper the scheme. Accordingly the aforesaid financial has been prepared of the mergedentity.

In the fiscal year under review the Gross revenue from operations of the Company isRs.5011.76 crore as compared to Rs.4181.03 crore last year register an increase of 19.86%Cash Profit to Rs.243.43 crore from 201.18 crore register an increase of 21% Profitbefore tax stands at Rs.156.12 crore as compared to Rs.117.57 crore last year registeredan increase of 32.78% and Profit after tax stood at Rs.108.04 crore as compared toRs.86.28 crore last year registered an increase of 25.22%. The overall performance is theresult of Operational excellence merger of e-SGSTL and rebounding of the performance ofSteel Pipe and Strips Segment which also improved ROCE and ROE.

Considering the ample liquidity conditions thrust of the Government for borrowingsfrom Bond market and the related lower borrowing cost the company increases itsborrowings through Commercial Papers (CP) and obtained rating for enhanced amount ofRs.350 crore from ICRA during the year under review. The CP rating of the company (A1+SO)reflects relatively stronger credit quality and higher degree of safety regarding timelypayment of financial obligations.

STEEL PIPES & STRIPS SEGMENT

Steel Industry has witnessed stupendous performance during the year world-wide. InIndia Steel consumption significantly depends on the overall performance of the economy(GDP) and more specifically on investments made in fixed assets such as housinginfrastructure like railways ports roads airports etc. Anticipated increase in GDPwill result in higher consumption and demand of steel products. Surya being the largestexporter of ERW pipes and largest producer of ERW GI Pipes in India manufactures ERWSteel pipes (GI Black Hollow section) API & Welded pipes Spiral 3LPE Coated pipes& CR strips having wide applications of its products in agriculture infrastructureoil & gas and construction sectors.

Company products are approved by API (American Petroleum Institute) for Oil & Gassector. During the year the steps taken by the company for new products development hasfurther strengthened its operations resulted into increased volume of steel pipes. Duringthe year under review the gross revenue from operations of the divisions stood atRs.3623.40 crore as compared to Rs.2835.59 crore last year registered an increase of27.78% (volume increased by 20%) Cash Profit to Rs.130.99 crore from Rs.100.07 crore (anincrease of 30.89%) and Profit before tax (PBT) increased by 74.06% to Rs.64.44 crore fromRs.37.02 crore from the corresponding period last year.

The better performance of the segment is derived on account of set-up of Hindupur plantat A.P savings in logistic costs operational efficiencies supply to oil and gas sectorbetter negotiations increasing share of organized sector and above all merger of e-SGSTLwhich leads to creation of a larger and stronger steel pipes business of the company ateconomy of scale and overall improved scenario of Steel Pipes business.

NEWLY SET-UP STEEL PIPE PLANT AT HINDUPUR (A.P)

Hindupur (A.P) plant which was established in March 2017 for manufacture of ERW (GIBlack Section) pipes has expanded its production capacity to 150000 M.T per annum inNovember 2017. The full benefits of operations of expanded capacities will be derivedfrom the current year. Plant is in proximity with premium market of South India resultingin savings of logistic cost increasing market share and overall strengthening the SteelPipes & Strips business.

Above all being a plant set-up at notified backward area in the State of AndhraPradesh is eligible for State incentives of VAT Electricity etc. as per the investmentpolicy of the State Government of A.P.

ANJAR (KUTCHH) UNIT

Surya Steel Pipes and Strips segment is further strengthened on account of merger oferstwhile -Surya Global Steel Tubes Limited (e-SGSTL) effective from 11th January 2018having its appointed date as 1st April 2016 as per the approved Scheme of Amalgamation byHon'ble National Company Law Tribunal Chandigarh Bench vide its Orders dated 11thDecember 2017.

The recent merger of e-SGSTL with the Company would bring in economy of scale and alsoopen additional avenues of growth in terms of volume new products improved profitabilityand edge of doing business. This would also lead to the consolidation of steel pipesbusiness leading to optimal utilization of resources and bringing the benefits of overallsynergy common management reduced finance cost improved credit rating and other benefitof integration.

Established in the year 2010 on 92 Acres which is in close proximity to two majorKandla and Mundra port gives strategic advantage in exports and imports. The unit hassuccessfully manufactured API 5L X-70 PSL2 Grade pipe for Oil & Gas Industry. Climbingthe ladder of success very fast the company has received prestigious order of Rs.314crore from IOCL for API Grade pipes which is under execution as per schedule.

Company is also establishing world's one of the best 3LPE Coating facility havinglatest technology from Selmer Netherlands at its Anjar (Kutchh) plant which will addsignificant value to existing products basket. Company continue to maintain its supremacyin the domestic market and is now at par with all the leading global pipe manufacturers interms of supplying high quality of API line pipes with internal & external coating.Different types of coating like 3LPE 3LPP FBE (single & dual layer) and internalepoxy coating are carried to safeguard the pipe from rusting and also increases the lifeof the pipe. Different other pipes specifications such as EN BS AUSTRALIA & ASTRAGRADE are also manufactured by the Company.

Anjar (Kutchh) Plant being situated at coastal location with nearby two major portsexports 70% of its production as it is having strategic advantage in exports and imports.

The wide acceptance of Company's steel pipe products are evident with its expandingmarket share and brand preference. As world-class quality products of the Company arebeing sold by 250 dealers and 21000 retailers across India and are also being exported tomore than 50 countries across the globe namely UAE Australia Egypt EU Canada US etc.

Upbeat by Government policies at the centre and in particular its recent National SteelPolicy 2017 will further boost sentiments of steel pipe sector in a big way. Governmentprograms such as Development of 100 Smart Cities Skill India Renewal and revival ofroad/rail infrastructure projects will further provide a big boost to the Company's Steelsegment in times to come.

LIGHTING & CONSUMER DURABLES SEGMENT

The segment rebounds during the fourth quarter of the reported financial year anddelivered much improved performance after GST-led disruption easing and increasing salesof LED lights resulted into an increase of 15.30% in Revenue from Operations (net oftaxes) to Rs.398.93 crore from Rs.345.99 crore Cash Profit increased by 34.98% toRs.36.73 crore from Rs.27.21 crore and Profit Before tax (PBT) increased by 42.64% toRs.31.31 crore from Rs.21.95 crore during the fourth quarter of the reported financialover the corresponding quarter of the last year. The improved performance of the fourthquarter also resulted into an overall increase in Revenue from Operations by 7.88% toRs.1383.29 crore from Rs.1282.24 crore Cash Profit by 11.20% to Rs.112.44 crore fromRs.101.11 crore and PBT by 13.81% to Rs.91.68 crore from Rs.80.55 crore during thecorresponding last year. Ranked as one of the most respectful and trusted brand forlighting product in India Surya manufacture all the LED products in-house backed bystrategic marketing initiatives and strong trade channel followed by orders of Streetlights received from EESL Company posted a growth of 45% in LED lights during the year.To further accelerate the growth the Company has introduced more premium range of LEDDown-lighters Battens Lamps Street Lights Flood Lights other decorative luminariesand will continue to participate aggressively in the tendering of Street Lights orders ofEESL.

Company became the first lighting company in India to introduce energy-efficientlighting solutions. Today Surya ranked as one of the most respected and trusted brand inIndia for its Lighting products. Surya offers wide range of LED products ranging from0.5w to 25w Lamps Down-lighters LED Panels LED Street lights & LED Hi-bays forIndoor

Commercial and Industrial Lighting sectors which are produced in-house after extensiveR&D at its Noida based Centre to suit Indian conditions. Many new products such asHigh Beam Angle LED Lamps Color Change LED Lamps New Range Down lighters LED Torch withDry Cell Battery Rechargeable etc. will also be introduced in near future to cater to thegrowing demand of the customers. This gives Surya an edge over its competitors.

The LED products add a great amount of colour & class as well as complimenting theexisting range of company products which include CFL Tube Light GLS Luminaries andAccessories High Mast Lighting Systems Lighting Poles etc.

Company's Lighting and Consumer Durables Segment is not limited to Lighting Productsonly but also includes Fans Home Appliance and Consumer Durables in its segment. Theacceptance of the brand Surya fans Home Appliances and Consumer Durables was overwhelmingamongst distributors retailers as well as customers. During the year under reviewCompany achieved a sales of Rs.172 crore through fans and a sales of Rs.45 crore from HomeAppliances Business. Turning energy into happiness Surya added value added and premiumrange of fans such as Plated fans Kids fans Under-lite fans Ventura Metallica all inpremium Plated finish and even fans with LED in more than 15 designs during the year.Further Surya ventured into Room Coolers and sold decent quantity totally againstadvance payment. With government initiatives like building smart cities across India andstructural shift in the lighting industry towards LEDs the company is poised to grow byleaps and bounds in years to come.

FUTURE PROSPECTS

STEEL PIPES & STRIPS SEGMENT

Development of India is closely linked to the growth of its Steel Industry. Steel playsa vital role in the development of modern economy and consumption of steel widely taken tobe an indicator of economic development. India has become the world's 2nd largest Steelproducer surpassing Japan. Steel Pipe Industry continues to have a strong demand intraditional sectors such as construction housing transportation agriculture boringfire-fighting Infrastructure Oil & Gas sector and river interlinking etc. Theindustry will serve as the backbone of industrialization of our country. The benefits ofhaving a functional steel industry will translate to a functional country. Drastic stepshave been taken by the Govt. of India to improve overall steel production consumption andexports.

Demand of steel pipes has been increased all around the sectors like watertransportation agriculture boring fire fighting Infrastructure and Oil & Gassector. Government has ambitious plans to improve network of Gas & oil pipe lines allover India. About 7 lakh tonnes of API line pipe orders are in the pipeline for the nexttwo years' time. Like this about 5 lakh tonnes of large dia pipes required for connectingrivers for water transportation in the State of Gujarat alone which is also to be suppliedduring next one year time. River water transportation system has enormous scope all overIndia.

In order to increase the usage of natural gas in Indian households from the present of6.5% to 25% over a decade and to take the Gas Distribution Network across IndiaGovernment of India through Petroleum and Natural Gas Regulatory (PNGRB) focuses onrevised bidding process for City Gas Distribution licenses which opens new avenues forOil and Gas sector and provide ample scope of growth for Steel Pipes manufacturing units.Company will reap benefits of the same as Setting-up of 3 LPE Coating Pipe manufacturingunit with an installed capacity of

1850000 square meter external coating and 1100000 square meter internal coating forthe pipes having diameter between 4" to 64" at its existing campus of Anjar-Bhuj(Gujarat) is progressing well. With the proposed coating facilities the Company'spresence in supply of pipes in Oil & Gas Sector increases which will also lead tohigher capacity utilization of API & Spiral pipes in times to come.

India has become the global pipe manufacturing hub primarily due to the benefits of itslower cost high quality and geographical advantages. The global accreditations andcertifications that the Indian companies possess have made them preferred suppliers formany leading oil and gas companies in the world and particularly those in Middle EastNorth America and Europe. Since the global economy returned to sustained growth thedomestic pipe industry is expected to accelerate into high growth trajectory.

Surya is the largest ERW GI pipe manufacturer and the largest exporter of ERW pipes inIndia. Surya continuously assess the requirement of its customers and develop the productsaccordingly. Surya developed and supplied GI pipe up to 24" dia pipe during the year.Surya also has good presence in Fire Fighting Agriculture Section and API pipe requiredfor infrastructure household plumbing uses and Oil & Gas sector.

Looking to the brand image of "Prakash Surya" the demand & supplyscenario in South Indian market the Company's newly set-up state of the art ERW PipeManufacturing Mill at Hindupur (A.P) for production of Black Section and GI pipes whichis functional from last year starts yielding results. However actual realization will bederived once the plant runs throughout the year with production capacity of 150000 MTper annum. Further company derives benefits of economies of scale at lower capital costand increased market share in the premium market of South India leading to savings inlogistic cost and strengthening the overall Steel Pipe business of the Company.

Further in order to meet the growing demand of Large Diameter Pipes (SAWH) Companycompleted merger of e-SGSTL situated in west coast of India at Anjar- Bhuj (Gujarat) nearInternational sea port. The Anjar unit of the company is engaged in manufacturing ofSpiral Welded Pipes and ERW API pipes and due to its world-class machines and strategiclocation in close proximity to Kandla and Mundra Port it majorly caters to the exportbusiness and exporting to over 50 countries across the Globe resulting into furtherimprove profitability & product range of your company.

The entire turnaround story of Steel Pipes and Strips Segment of the Company whichprovide an edge over its peers is on account of below mentioned features :

• Better Capacity Utilisation-With four plants operating at 4 different locations-North Centre West & South of India capacity utilisation will be better.

• Newly set-up Hindupur Plant-Company's newly steel pipe plant which wasestablished in March 2017 for manufacture of ERW (GI Black Section) pipes has expandedits production capacity to 150000 M.T.PA. in November 2017. With the start of the artplant and in close proximity with premium market of South India it resulting in savingsin logistic cost increasing market share and overall strengthening the Steel Pipes &Steel business.

• Merger of e-Surya Global Steel Tubes Limited with the Company-Major benefitsderived on account of amalgamation of e-SGSTL with the Company are: -

1. Creation of a larger and stronger steel pipes business with economies of scale;

2. Providing geographical reach in all major parts of the country;

3. Availability of plant at Bhuj in Gujarat having proximity to two major ports whichmakes both import of raw material as well as export of finished products cost effectivemaking the Company highly competitive;

4. Benefit of availability of modern facility with newer technologies such as varietyof coatings as per the demands of international customers;

5. Optimal utilization of resources of the two companies and taking the advantage ofoperational synergies.

• Overheads Reduction and lower Logistic Cost.

• NCLT Orders on defaulted companies on account of tightening from Banks

• Increased Government Spending on Infrastructure and other related projects

• Approved manufacturer of API pipes by American Petroleum Institute and producesAPI pipes for India as well as export market.

With emphasis through the National Steel Policyfor increasing the capacity of steelsector improving road infrastructure housing for all Elevated tracks for Railways andredevelopment of railway stations city gas projectsdevelopment of smart cities and withUnion Budget 2018 focuses on strengthening agricultural and rural economy of the Countrythrough various schemes such as Bharat Mala Pariyojana Awas Yojna (building 1 crorehouses) Ujjawala Yojana (providing LPG Connections to 8 crore women) substantial demandwill be generated for the Steel Pipe products of the Company.

LIGHTING & CONSUMER DURABLES SEGMENT

Indian Lighting Industry mainly consist of Conventional and LED products. The totalsize of industry is expected to grow to Rs.28500 Crore by 2020. The growth in thelighting industry will be fueled by LED products due to numerous advantages LED technologyhave over conventional lighting technology and they have swiftly gained prominence in theIndian lighting market. Although Indian LED lighting market is at a nascent stage itoffers innumerable opportunities for growth over the next few decades.

LED lights are becoming the major source of energy efficient lighting in India. LEDproducts are becoming the part of mainstream of the market owing to government initiativesand increasing public awareness about benefits of using LED lights.

India's LED Lighting market is projected to grow at a CAGR of 26.6% during 2017-23. TheGovernment of India launched an initiative in 2016 to replace conventional lights by LEDlights by deploying 770 million bulbs and 35 million street lights by 2019. Further underDeen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) 273 lakhs LED bulbs have to bedistributed to BPL households. The Government has a target of 100 per cent electrificationof villages to be achieved by 2019 & houses for all by 2022. Government drives tobuild Smart Cities will provide further opportunities for growth.

We at Surya Roshni manufacture all the LED products in-house. The LEDs manufacturedat its fully integrated plants in Kashipur (Uttarakhand) and Gwalior (Madhya Pradesh)supported by Surya Technology & Innovation Centre (STIC) at Noida-an advancedstate-of-the-art lighting and research centre with specific focus on LED ensure productsare energy-efficient with extremely lower maintenance cost high brightness soothinglight effect high- power factor and wide operating voltage range operation in extremetemperatures-which ensure energy savings and comes with the facilitation of a remarkablelifespan. The group manufactures quality LED products with a world class manufacturinginfrastructure.

The LED lamps assembly process is equipped with automatic head assembly machines atKashipur and Gwalior Plants. These machines are developed in-house by competent teammembers with an innovative approach. It is the most production friendly and deliver thebest quality of products. Surya Roshni established PCB Assembly Unit at Gwalior &Kashipur plants with state-of-the-art automatic component insertion machines for bothtypes of Axial and SMD components. We have a world class setup having Surface MountTechnology (SMT)/AI machines of FUJI/JUKI/Yamaha for assembly of driver/MCPCBs for LEDlamps/T-8 LED Tube Lights and Street Lights. All the SMT machines are fine pitch machinesbeing used to insert chip components of all packages using SMT. These machines are usedfor mounting chip components for CFL and LED driver/MCPCBs. We are adhering to the bestquality practices to deliver a zero defect product so as to meet our customer'sexpectation.

The segment rebounds during the fourth quarter and delivered much improved performanceafter GST-led disruption easing and increasing sales of LED lights resulted into anincrease in Revenue from Operations by 8% to Rs.1383 crore from Rs.1282 crore Cash Profitby 11% to Rs.112 crore from Rs.101 crore and PBT by 14% to Rs.92 crore from Rs.81 croreduring the year. Ranked as one of the most respectful and trusted brand for lightingproduct in India Surya manufacture all the LED products in-house backed by strategicmarketing initiatives and strong trade channel along with orders of Street lights receivedfrom EESL.

A total of Rs.216 crore turnover was realized through EESL's (Energy EfficiencyServices Limited) LED Street Lighting upgradation program. Today BU has completedillumination projects in Outdoor street lighting & Indoor LED retrofits in PSUs &Semi Govt. Institutes. Our projects business has successfully executed LED Retrofitting ofBorder Flood lighting along Indo-Pak border in Rajasthan sector. We have also madein-roads in prestigious projects like Smart Cities Metros and Airports.

LED Business continues to contribute 49% of total turnover of the lighting &consumer durables segment and with new range of Architectural Fagade Lighting DecorativeIndoor Industrial and Stadium Lighting luminaire range promises to add a vertical growthfrom specifiers and architect segment.

Surya being only lighting company which provide basic lighting to sophisticatedlighting products in India with strong presence in Tier II and Tier III cities will expectto reap benefits due to shift of demand to organized space post GST The future of thesegment is bright on account of operational efficiencies increase in marketing networkbrand building effective plant locations and professional management Company willdeliver all round progress both top line and bottom line in times to come which shallresult into improving the ROCE and ROE.

With Company's continuous focus and energized teams along with its established dealer& service network we are well poised to achieve new heights with healthy growth intop line and bottom line.

RESEARCH AND DEVELOPMENT CENTRE

Surya Roshni is amongst the market leader in Lighting Industry in India. This has beenpossible partly due to the strong focus on development of new LED products andtechnologies. Surya Technology and Innovation Centre (STIC) is at the heart of this growthand has contributed immensely towards achieving the position presently enjoyed by thecompany.

For the last few years STIC has been involved in the research and development of LEDLuminaries with several unique and first-in-class features. STIC has invested in variousresources required for the mechanical electronics and optical development. Companyexperienced mechanical engineers equipped with CAD workstation take every care to designnew lights to ensure that the lights meet the best manufacturing and quality standards.Thermal simulations ensure that the thermal management is optimum for the long life of theLED luminaries.

We design and develop our own electronic drivers for use in vast range of LED lights.High quality and reliability of the drivers is ensured right from the design stage.Advanced features of our drivers ensure that we remain at the forefront of LED technology.Thermal mechanical and environmental tests are performed on the Luminaries duringdevelopment. All kinds of electrical and safety tests are available and are performed onthe products to ensure their functioning during the most adverse conditions.

STIC houses the most advanced Photometric Laboratory in India with a High speed MirrorGonio photometer (Type C) from LMT Germany-the best equipment available for measurementof luminous output and intensity distributions of light sources luminaries and fortesting of optical design of lighting system. The centre is also equipped with a 2mIntegrating sphere. To carry out measurements for light distribution pattern illuminanceluminous flux chromaticity color temperature color rendering index of light sources andluminaries. The Photometric Testing Laboratory is also NABL accredited.

STIC has been recognized as an R & D Centre by DSIR (Department of Scientific &Industrial Research Ministry of Science & Technology). It has been also listed as oneof the best testing R & D Centre in India by BEE (Bureau of Energy Efficiency) forthe measurement of complying BIS Standard/ International standards of LED Lightingsystems. Thus STIC is actively enabling Surya Roshni to provide the most energyefficient safe reliable and environment-friendly lighting products with its ability todo the best-in-class research design and development and thus contributing towards GreenIndia.

FAN DIVISION

Saving energy is the mantra for today as the nation requires power for development andenergy saved is energy generated. Energy efficient fans are the order of day today. Suryais the name reckoned for energy efficient domestic and commercial fan solution market.

Surya Fans is one of the fastest growing brand in Indian fans Industry. Beingassociated member of India Fans Manufacturers Association (IFMA) Company has achievedSales of Rs.172 crore by selling over 20 Lacs fans units in 2017-18.

Since the business in the year 2017-18 was affected by India's most Tax Structurereformation by Goods and Service Tax (GST) the Business Growth was not as expected asplanned by the organization. Although we have registered positive growth in 2017- 18despite of entire fans industry has registered marginal growth.

Company has expanded its presence across the Segment in Domestic customers CSD -CPCand Government institutions and further exploring presence in export markets.

Surya newly launched Super energy efficient BLDC Ceiling fan is the biggest success inits journey and creating awareness amongst the customers as the most power saving fan withjust 32 Watt power consumption with higher air delivery and other value added features.

Surya Premium Ceiling fan range with unique Anti dust technology offers the variety ofchoices for customer with different color combinations and unique decoration to suits theinterior of home.

HOME APPLIANCES AND CONSUMER DURABLES

Surya's entry in to the Small Domestic Appliances industry in last 2 years have been animportant inflexion point in the brand's journey to further strengthen the consumerrelationship as it offers wide spectrum of innovative premium quality Kitchen andDomestic Appliances. In the FY 2018 many new products had been launched with specialfocus on Water Heaters product group Qubo designer storage water heaters were marketedand promoted with a brand new TVC campaign and Ignito Gas Water Heaters were launchedwhich were received by the consumers with enthusiasm and vigor. These new products wereappreciated and received very well by the consumers a sizeable number of Water Heaterswere sold during last year and plan to grow this segment further in FY 2019.

Room coolers range was expanded last year with addition in personal coolers range with25 Liters & 50 Liters with focus on design and higher cooling efficiency and withmultiple tank capacities market responded to the Room coolers enthusiastically and thisproduct segment was again sold on advance payment Room coolers shall be contributing30000 units in FY 2019.

Surya is going to launch the Glass Cooktop (Gas Stoves) range in the FY 2019 whichmarks the entry of the brand further into the kitchen appliances these Glass Cooktopshave been the best of material and design which enhances the looks and convenience forthe consumers making their cooking a pleasure and enjoyable.

Surya's envisages to further leverage and strengthen the distribution in e- commerceas initiated last year and also electrical channel by offering new products in the MixerGrinders like Royale 600 Watts and Royale.

750 Watts Dry & Steam Irons Electric Kettles Toasters Induction Cook tops andshall strive to remain one of the most competitive brands in its segment by offeringsuperior value through innovative products in design workmanship efficiency anddurability. This business segment achieved a turnover of Rs.45 crores in FY 2018 and aimsto generate sales of over Rs.75 crores in the FY 2019 .The customer care team is also wellestablished with a pan India network of service franchises in order to provide impeccableservice experience should the product requires after sales service.

2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the provisions of Section 134(3)(i) of the Companies Act 2013 no materialchanges or commitment affecting the financial position have been occurred between the endof the financial year of the Company to which the financial statements relates to the dateof the report.

3 CHANGE IN THE NATURE OF BUSINESS IF ANY :

There was no change in the nature of business of the Company during the year underreview.

4 DIVIDEND:

The Board considering the Company's performance and financial position for the yearunder review recommended a dividend pay-out of Rs.2.00 per equity share on the enhancedequity share capital (allotment of equity shares to the shareholders of e-SGSTL as per thesanctioned scheme of amalgamation approved by Hon'ble NCLT Chandigarh Bench) of thecompany for the year ended 2017-18 subject to approval from the shareholders at theensuing AGM.

Together with Corporate tax on dividend the total outflow on account of equitydividend will be Rs.13.12 crore.

The dividend on equity shares if approved at the Annual General Meeting will bepayable to those shareholders whose names appear on the Company's register of members on14th September 2018. In respect of shares held in de-materialised form the dividendshall be payable on the basis of beneficial ownership as at the end of 10th September2018 as per the details furnished by National Securities Depository Ltd./ CentralDepository Services (India) Ltd. for the purpose as on that date.

5 BOARD MEETINGS:

Under the Law the Board of Directors must meet at least once in a calendar quarter andfour times a year with a maximum time gap of 120 days between any two meetings toconsider amongst other business the quarterly performance of the company and financialresults.

During the last financial year our Board met five times on 30th May 2017; 11thAugust 2017; 13th November 2017; 25th January 2018 and 12th February 2018.

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL :

As per Article 101 of the Articles of Association of the Company Shri Raju Bistaretire by rotation and being eligible offer himself for reappointment.

Change in Directorship

During the year under review Smt. Shivani Singla has been substituted as a NomineeDirector of IDBI Bank Ltd w. e. f 11th December 2017 in place of Sh. Rajeev Kumar Sinhaon the Board of the Company. Your Directors welcome Smt. Shivani Singla and at the sametime placed on record the high sense of appreciation for the wise counsel and valuableservices rendered by Sh. Rajeev Kumar Sinha during his tenure on the Board.

Appointment of Director

The Board of Directors on the recommendation of Nomination and Remuneration Committee(NRC) at its meeting has appointed Shri Sunil Sikka having DIN-08063385 as an AdditionalIndependent Director of the Company w.e.f 12th February 2018 as per the provisions ofSection 161 of the Companies Act 2013 read with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Appointment of Key Managerial Personnel (KMPs)

As per the provisions of section 203 of the Companies Act 2013 following officials asnamed below are Key Managerial personnel of the company during the year under review.

Name of the official(s) Key Managerial Personnel (KMPs)
Sh. Raju Bista Managing Director
Sh. R N Maloo ED & Group Chief Financial Officer
Sh. Tarun Baldua C.E.O-Steel Operations
Sh. Ramanjit Singh C.E.O-Lighting Operations
Sh. B B Singal Sr. V.P & Company Secretary

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

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6) ofthe Companies Act 2013.

FAMILIARISE PROGRAMME FOR INDEPENDENT DIRECTORS

In view of the provisions of Regulation 25(7) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Companies Act 2013 a familiariseprogramme for Independent Directors was organised during the year to make them update therecent amendments in the provisions of the Companies Act 2013. A detailed familiarisationprogramme was presented by Secretarial team of the Company which was keenly participatedby every Independent Director on the Board of the Company and express happiness over thesame. The detailed familiarisation programme for Independent Directors was uploaded on thewebsite of the company at the following link :http://www.surya.co.in/familiarization-programme-for-independent- directors/

8. COMPOSITION OF AUDIT & OTHER COMMITTEES

The Audit Committee comprises of four Directors. The names along with categories of themembers at the meeting was as follows :

Names of the Members Director Identification No. Category
Sh. K. K. Narula 00098124 Chairman ; Independent-Director
Sh.Tara Sankar Bhattacharya 00157305 Member ; Independent-Director
Sh. Utpal K Mukhopadhyay 02766045 Member ; Independent-Director
Sh. Mukesh Tripathi 01951272 Member ; Non Independent-Director

All members of audit committee are financially literate and Shri K K Narula Shri T SBhattacharya and Shri U K Mukhopadhyay have accounting and related financial managementexpertise. Audit Committee as formed above meet the criteria as provided in Regulation 18read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and also meet the provisions of Section 177 of the Companies Act 2013.

The Audit Committee is responsible for overseeing of the company's financial reportingprocess reviewing the quarterly/half-yearly/ annual financial statements reviewing withthe management on the financial statements and adequacy of internal audit functionrecommending the appointment/re-appointment of statutory auditors and fixation of auditfees along with reviewing and monitoring the auditor's independence and performancereviewing the significant internal audit findings/related party transactions reviewingthe Management Discussion and Analysis of financial condition and result of operation.

Matters to be included in Director's Responsibility Statement form part of the BoardReport compliance with listing and other legal requirements relating to financialstatements scrutiny of inter-corporate loans and investments valuation of undertaking orassets of the company. The Committee acts as a link between the management external andinternal auditors and the Board of Directors of the Company. The Committee discussed withthe external auditors their audit methodology audit planning and significantobservations/suggestions made by them. The Committee also discussed major issues relatedto risk management and compliances and review the functioning of Whistle Blower mechanism.

As per Rule 6A of the Companies (Meeting of Board and its Powers) Rules 2014 and incompliance to regulation 23(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 committee to recommend to grant Omnibus approval for proposed relatedparty transactions which are foreseen and for unforeseen transactions as per the framedspecified criteria on an annual basis In addition the Committee has discharged such otherrole/function as envisaged under Part C of Schedule II of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (referred to as ‘Listing Regulations' withthe Stock Exchange) and the provisions of Section 177(4) of the Companies Act 2013.AuditCommittee of the Company discharged its role and duties with great commitment and furtherany recommendations made by the Audit committee within the terms of its reference isconsidered and approved by the Board accordingly. No recommendation of the Audit Committeeis turned down during the year under review.

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee is as follows :

Names of the Members DIN Position Category
Shri K K Narula 00098124 Chairman Non Executive Independent
Shri Ravinder Kumar Narang 02318041 Member Non Executive Independent
Shri Surendra Singh Khurana * 02126149 Member Non Executive Independent
Shri Mukesh Tripathi # 01951272 Member Executive Non Independent

• Inducted by re-constitution of the Committee by Board of Directors w.e.f 25thJanuary 2018

#Not qualified to hold membership on becoming Executive ; Non- Independent director onaccount of merger of e-Surya Global steel tubes limited with the Company w.e.f. 11thJanuary 2018 The Nomination and Remuneration Committee is responsible for-

• Appointment of the directors and key managerial personnel of the Company

• Fixation of the remuneration of the directors key managerial personnel (KMP's)and one level below the KMPs.

In addition the Committee discharged such other role/function as envisaged underRegulation 19 read with Part D clause A of Schedule II of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and as per the provisions of Section 178 of theCompanies Act 2013.

Remuneration Policy

Remuneration Policy as framed by the Committee and approved by the Board keeping inview the provisions of Section 178 of the Companies Act 2013 and Regulation 19 read withPart D clause A of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The policy inter alia provides for the following :

a. attract recruit and retain good and exceptional talent;

b. list down the criteria for determining the qualifications positive attributes andindependence of the directors of the Company;

c. ensure that the remuneration of the directors key managerial personnel and otheremployees is performance driven motivates them recognizes their merits and achievementsand promotes excellence in their performance;

d. ensure a transparent nomination process for directors with the diversity of thoughtexperience knowledge perspective excellence in their performance;

e. fulfil the Company's objectives and goals including in relation to good corporategovernance transparency and sustained long term value creation for its stakeholders.

EVALUATION CRITERIA

As per the provisions of section 178(2) of the Companies Act 2013 and Clause VII &VIII of Schedule IV of the Act read with SEBI (Listing Obligations and DisclosureRequirements) 2015 Nomination and Remuneration committee carried out annual performanceevaluation of Director's according to their roles and duties on the Board of the Companyand in particular considered the following aspects

a. The skills relevant experience expertise and personal qualities that will bestcomplement the position;

b. Potential conflicts of interest and independence;

c. Detailed background information and performance track record;

d. the ability to exercise sound business judgment;

e. availability to attend Board and Committee meetings; and

f. appropriate experience and/or professional qualifications.

Stakeholder's Relationship Committee

Composition/name of members and chairperson

The Committee headed by Shri K K Narula (Nonexecutive-Independent Director) has themandate to review and redress stakeholder grievances. The Composition of the committee isas follows :

Names of the Members DIN Position Category
Shri K K Narula 00098124 Chairman Non Executive Independent
Shri Ravinder Kumar Narang 02318041 Member Non Executive Independent
Shri Raju Bista 01299297 Member Executive Non Independent

9. WHISTLE BLOWER POLICY (VIGIL MECHANISM) :

As per the provisions of Section 177(9) & (10) of the Companies Act 2013 Companypromotes ethical behaviour in all its business activities and has put in place a mechanismof reporting illegal or unethical behaviour. The Company has a Whistle Blower Policy(Vigil mechanism) wherein the directors and employees are free to report violations oflaws rules regulations or unethical conduct actual or suspected fraud or violation ofthe company's code of conduct or ethics policy to the nodal officer. The confidentialityof those reporting violations is maintained and they are not subjected to anydiscriminatory practice. The Company will oversee the mechanism through the AuditCommittee and no personnel have been denied access to the Audit Committee. The WhistleBlower policy of the Company may be assessed on the website of the company at thefollowing link:http:// www.surya.co.in/wp-content/uploads/2016/04/whistle-blower-policy.pdf

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013

The Board of Directors of the Company confirm:

i. that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanations relating to material departures;

ii. that the Directors had selected such accounting policies and applied themconsistently and made judgements 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 the 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 this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the annual accounts 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.

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.

11 INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE ASSOCIATECOMPANY

During the year under review no company has become or ceased to be its SubsidiariesJoint Ventures or Associate Company except Surya Global Steel Tubes Limited (an associateCompany) which was merged from appointed date 1st April 2016 with the Company as perNCLT Chandigarh Bench Order effective from 11th January 2018.

12. EXTRACT OF ANNUAL RETURN:

As per the provisions of section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies(Management and Administration) Rules 2014 an extract of annual return in MGT 9as per Annexure-1 forms part of this Board Report.

13 AUDITORS AND AUDIT REPORT:

STATUTORY AUDITOR:

Pursuant to the provisions of section 139 of the Companies Act 2013 the members atthe Annual General Meeting of the Company held on 29th December 2017 appointed M/s AshokKumar Goyal & Co Chartered Accountants (firm registration No.-002777N) as StatutoryAuditors of the Company from the conclusion of 44th Annual General Meeting till theconclusion of 49th Annual General Meeting covering one term of five consecutive yearssubject to ratification by the members at each intervening annual general meeting.

In view of the amendment to the said section 139 through the Companies (Amendment) Act2017 notified on 7 May 2018 ratification of auditors' appointment is no longer required.However under section 142 of the Companies Act 2013 a proposal is put up for approvalof members for authorising the Board of Directors of the Company to fix Auditors'remuneration for the year 2018-19 and thereafter. The members are requested to approve thesame.

The Statutory Audit Report for the year 2017-18 does not contain any qualificationreservation or adverse remark or disclaimer made by the Statutory Auditors.

APPOINTMENT OF OTHER AUDITORS COST AUDITOR

The Board has appointed M/s R J Goel & Company (a Cost auditor firm) as CostAuditors for conducting the audit of the cost records of the Company for the financialyear 2017-18.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Messrs S G S Associates a firm of Company Secretaries in Practiceto conductSecretarial Audit of the Company for the financial year 2017-18. The Secretarial AuditReport for the financial year ended 31st March 2018is annexed herewith and marked as AnnexureII to this report. The Secretarial Audit Report(s) does not contain any qualificationreservation or adverse remark.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

I nformation on Conservation of Energy technology absorption foreign exchangeearnings and outgo is required to be given pursuant to the provisions of section 134 ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 are annexed heretoand marked as Annexure-III and form part of this report.

15 DETAILS RELATING TO DEPOSITS:

As per the provisions of section 74(1) of the Companies Act 2013 Company had madeprepayments repayments or outstanding unclaimed deposits on or before 31st March 2015 toall the public depositors of the Company.

At the close of the year 35 depositors aggregating to Rs.13.98 lakh to whom chequeswere issued but not cleared.

16 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review there were no significant and material orders passed bythe regulators or courts or Tribunals which may impact the going concern status of theCompany and its operations in future.

17 INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

SURYA Internal financial controls with reference to the financial statements areadequate and operate effectively and ensures orderly and efficient conduct of its businessincluding adherence to its policies safeguard its assets prevent and detect frauds anderrors maintain accuracy and completeness of its accounting records and further enable itin timely preparation of reliable financial information. During the year such controlswere tested and no reportable material weakness in the design or operation were observed.

The company has in place a strong and independent Internal Audit Department responsiblefor assessing and improving the effectiveness of internal financial control with referenceto financial statements and governance. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee.

18 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

As per the provisions of section 186(4) read with Rule 11 of the Companies (Meetings ofBoard and its Powers) Rules 2014 Company has not granted any loan Guarantee provided ormade any investments during the year under review.

19 RISK MANAGEMENT POLICY :

In line with the provisions of Section 134(3)(n) of the Companies Act 2013 andRegulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Company have developed a Risk Management Policy for ensuring sustainable businessexpansion with stability and to promote an upbeat approach towards risk mitigation andminimization. The main objectives of the Risk Management Policy are:

• To ensure that all the current and future material risk exposures of the Companyare identified assessed quantified appropriately mitigated minimized and managed.;

• To protect brand value through strategic control and operational policies;

• To establish a framework for the Company's risk management process and to ensurecompanywide implementation;

• To ensure systematic and uniform assessment of risks related with differentfunctions of the Company;

• To enable compliance with appropriate regulations wherever applicable throughthe adoption of best practices.

Board assess several types of risks which the company is exposed to from time to timewhich include the following:

A. Technology Risk:

The ever-evolving technology with continuous updation may lead to product obsolescenceif not addressed regularly.

B. Financial Risk:

The policy rates have started showing increasing trend in view of inflationarypressures which may impact profitability.

C. Business Competition Risk:

Both business segments face competition in the market from many established as well asunorganised players.

D. Operational Risk:

Price fluctuation in HR Coils may lead to loss in value of inventory held. Reduction inprices of LED lamps may lead to loss of inventory valuation.

E. Regulatory Risk:

Non-compliance to stringent regulatory and environment norms may result in liabilitiesand loss of brand reputation.

F. Forex Fluctuation Risk:

The Company deals in exports /imports of products in business and borrowings which aresubjected to currency fluctuations.

G. Human Resources Risk:

The Company needs adequate talent to run the business. There is a risk labour unrestand maintaining good industrial relations.

Adequate Mitigation plans are prepared in respect of above stated risk and are notthreatening the existence of the organisation.

At Surya the Risk Management is being integrated with setting of Business Strategies.Risk management is managing all material risks in an appropriate manner by designing andimplementation of policies and systems around major business processes and assigning rolesand responsibilities to process owners. Major steps in the framework are as under :

a. Planning & Strategizing

b. Identification of Major Risks

c. Assessment of Risks and Assignment of Responsibilities

d. Development of Mitigation Plans

e. Monitoring & Reporting

The Board of the Company periodically review and evaluate the risk management system ofthe Company so that the management controls the risks through properly defined network.Head of Departments shall be responsible for implementation of the risk management systemas may be applicable to their respective areas of functioning and report to the Board andAudit Committee.

20 CORPORATE SOCIAL RESPONSIBILITY POLICY :

To attain Company's Corporate Social Responsibility objective Board has constitutedCorporate Social Responsibility Committee (referred to as "CSR Committee") asper the provisions of Section 135 of the Companies Act 2013.

Composition/Category/name of members and chairperson

The Corporate Social Committee comprises of four Directors. The names along withcategories of the members at the meeting was as follows :

S. No. Name of the Member DIN Category
1 Shri Jai Prakash Agarwal 00041119 Member
2 Shri Raju Bista 01299297 Member
3 Shri K K Narula 00098124 Chairman
4 Shri Mukesh Tripathi 01951272 Member

During the last financial year four CSR Committee meetings were held on 30th May 201711th August 2017 13th November 2017 and 12th February 2018. To attain the objectives ofCorporate Social Responsibility in a professional and integrated manner CSR Committeeframed the Corporate Social Responsibility Policy of the Company (referred to as "CSRPolicy").

"Surya Roshni Limited CSR Policy" framed as per the provisions ofSection 135 and Schedule VII of the Companies Act 2013 describes and contains theCompany's philosophy for delivering its responsibility as a corporate citizen and laysdown the guidelines process and mechanisms for undertaking socially useful programmes forwelfare and sustainable development of the community at large. The key objective is toeradicating hunger poverty and malnutrition; Promoting health care; making available safedrinking water & Sanitation; Promoting education; enhancing vocational skills &livelihood enhancement projects; Women empowerment; Promoting of home and hostels forwomen and orphans; Reducing inequality faced by socially and economically backward groups;Animal welfare/animal care; Promoting Art & Culture; Contribution to Prime MinisterRelief Fund; Rural development projects; and addressing environmental issues. Companydischarged its responsibilities through Surya Foundation a social NGO establishedin 1992 with established track record of more than 25 years to undertake CSR relatedactivities and further is an eligible implementing agency in accordance with theprovisions of section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014.

The CSR projects or programs or activities undertaken by the Company as per theCompany's CSR Policy in India only which includes Adarsh Gram Yojana Naturopathy HealthCamps. The Company prefer to take up projects for spending the amount earmarked for CSR atlocal areas and regions where the Company operates.

During the year under review Company on consolidated basis spends Rs.2.04 crore inwhich an amount of Rs.1.64 crore is spend by the company and Rs.0.40 crore is spend bye-SGSTL on corporate social activities being two percent of the average net profits of thecompany(s) made during the three immediately preceding financial years as required underthe provisions of Section 135(5) of the Companies Act 2013. No amount was left unspentduring the year under review on corporate social responsibility activities. Annual Reporton CSR activities is annexed as Annexure IV to the Board's Report.

All expenses and contributions for CSR activities are made after approval from theChairman of the CSR Committee which are placed before the CSR committee. The Chairmanensures that the expenses/ contribution made are in compliance with the CSR Policy.

21 RELATED PARTY TRANSACTIONS :

No contracts or arrangements or transactions not on an arm's length basis with Relatedparties referred to in Section 188(1) is made during the year under review as provided inForm AOC-2 marked as Annexure V to the Board's Report.

As per the requirements of section 188 of the Companies Act 2013 read with Rule 15 ofthe Companies (Meetings of Board and its Powers) Rules 2014 read with Rule 6A of theCompanies (Meeting of Board and its Powers) Rules 2014 and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Board has framed Policy onMateriality of Related Party Transactions and also on dealing with Related PartyTransaction to ensure the proper approval and reporting of transactions between theCompany and its Related Parties.

All contracts/arrangements/transactions-entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thefollowing link: http://www.surya.co.in/wp-content/ uploads/2016/04/RPT-Policy.pdf YourDirectors draw attention of the members to Note No. 48 to the financial statement whichsets out related party disclosures.

22 ANNUAL EVALUATION OF DIRECTORS AND BOARD AS A WHOLE:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Clause VII ofSchedule IV of the Act and in compliance with SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and other applicable regulations referred to as"Listing Regulations" Nomination and Remuneration Committee ("theCommittee") has formulated "Nomination and Remuneration Policy" forperformance evaluation of Independent Directors Board Committees and other IndividualDirectors On the basis of the recommendation received from Nomination and RemunerationCommittee in regard to performance evaluation of Non- executive Directors including thechairman of the Company and the Board as a whole Independent directors at its meetingreview the Evaluation of the Performance of the Non -Independent Directors and the Boardas a Whole. s Evaluation of the performance of the Board Committees including AuditCommittee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders Relationship Committee. s Evaluation of the Performance of theChairman of the Company taking into account the views of Executives and Non-ExecutiveDirectors. s Evaluation of the quality content and timelines of flow of informationbetween the Management and the Board that is necessary for the Board to effectively andreasonably perform its duties.

A separate exercise was carried out to evaluate the performance of individual directorincluding the Chairman and Independent Directors and evaluate the Boards PerformanceBoard Committees performance by the Nomination and Remuneration Committee and submit itsrecommendation for review at the Independent Directors meeting.

Based on the recommendations of the Nomination and Remuneration Committee Independentdirectors at their meeting held on 28th March 2018 review and evaluate the performance ofNon-Independent Directors including the Chairman and further review and evaluate theBoards Performance Board Committees performance and submit its report to the Chairman ofthe Company for assessment.

The performance evaluation as carried out by the Nomination and Remuneration committeeand Independent Directors at their respective meetings were based on Feed-back formreceived from Directors. Feed-back form carried a structured questionnaire prepared aftertaking into consideration various aspects of the Board's functioning and submit theirreport accordingly.

Pursuant to the provisions Section 134(3)(p) and Clause VIII of Schedule IV of theCompanies Act 2013 other applicable provisions of the Act and in compliance with theprovisions of Regulation 17(10) 19 and 25(4) read with Part D of Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 referred to as theListing Regulations read with SEBI Circular No. SEBI/ HO/CFD/CMD/CIR/P/2017/004 dated 5thJanuary 2017on Guidance Note on Board evaluation formal annual evaluation has been madeby the Board after reviewing each and every parameter of Performance evaluation of Boardas a whole its Committees and that of every individual director (including IndependentDirectors) in detail and after taking into consideration the report submitted by NRC andIndependent Directors on performance evaluation collectively submit Comprehensive AnnualEvaluation Performance Report in regard to its own performance its Committees viz. AuditCommittee Nomination & Remuneration Committee Stakeholder's Relationship CommitteeCorporate Social Responsibility Committee and other Compliance Committees and that ofindividual directors including its Chairperson Managing Director Independent Directorsand Non-independent directors accordingly Directors expressed deep satisfaction with theentire performance evaluation process.

23 PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided on request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered office of the Company during business hours on all working days of theCompany up to the date of the ensuing Annual General Meeting. If any member is interestedin obtaining the copy thereof such Member may write to the Company Secretary in thisregard.

24 LISTING WITH STOCK EXCHANGES:

The equity shares of the company were listed on the following Stock Exchanges duringthe financial year 2017-18:

BSE Limited The National Stock Exchange of India Ltd.
Rotunda Building Dalal Street Fort Mumbai-400 001. Exchange Plaza Bandra- Kurla Complex Bandra Mumbai-400 051.

Stock Code

National Stock Exchange Bombay Stock Exchange ISIN
Equity Shares- SURYAROSNI 500336 (Dematerialised) INE335A01012
Symbol/Code 336 (Physical)

The company has paid the Annual Listing Fees to both the Stock Exchanges for theFinancial Year 2017-18 and 2018-19.

25 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Company has taken adequate steps to adhere to all the stipulations laid down in Clause17 to 27 read with Schedules of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 "Listing Regulations". A report on Corporate Governance isprovided in Annexure -VI and form part of this Report.

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. Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive assets and resource base and nurturing overall corporatereputation. Your Company is also committed in creating values for its other stakeholdersby ensuing that its corporate actions positively impact the socio-economic andenvironmental dimensions and contribute to sustainable growth and development.

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill industrial experience age ethnicity gender which will help us toretain our competitive advantage. The Board as recommended by Nomination and RemunerationCommittee has adopted the Board Diversity Policy which set out the approach to diversityof the Board of Directors.

26 GENERAL

i. Your Directors state that during the year under review there was no cases filedpursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ii. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015referred to as the Listing Regulation with the Stock Exchanges the compliance certificatefrom Chairman Managing Director and Executive Director & Group CFO is given as Annexure-VIIto the report.

27 ACKNOWLEDGEMENTS

The Board places on record their appreciation for the continued support from FinancialInstitutions Bankers Central and State Government Bodies Legal Advisers ConsultantsDealers Retailers other Business Constituents and Investing Public.

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

J P AGARWAL
Place: New Delhi CHAIRMAN
Dated: 18th May 2018 DIN- 00041119