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Surya Roshni Ltd.

BSE: 500336 Sector: Metals & Mining
NSE: SURYAROSNI ISIN Code: INE335A01012
BSE 00:00 | 07 Aug 138.55 4.25
(3.16%)
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137.10

HIGH

148.40

LOW

132.00

NSE 00:00 | 07 Aug 139.05 4.60
(3.42%)
OPEN

136.60

HIGH

148.05

LOW

132.00

OPEN 137.10
PREVIOUS CLOSE 134.30
VOLUME 52840
52-Week high 202.25
52-Week low 61.70
P/E 8.93
Mkt Cap.(Rs cr) 754
Buy Price 137.00
Buy Qty 252.00
Sell Price 138.55
Sell Qty 300.00
OPEN 137.10
CLOSE 134.30
VOLUME 52840
52-Week high 202.25
52-Week low 61.70
P/E 8.93
Mkt Cap.(Rs cr) 754
Buy Price 137.00
Buy Qty 252.00
Sell Price 138.55
Sell Qty 300.00

Surya Roshni Ltd. (SURYAROSNI) - Director Report

Company director report

To the Members

The Board of Directors hereby submits the Forty Sixth report of the business andoperations of the Company along with the audited financial statements for the financialyear ended March 31 2019. The Consolidated performance of the Company and its wholly-owned subsidiary has been referred to wherever required.

1 RESULTS OF OPERATIONS AND STATE OF AFFAIRS:

(Rs. in crore)

Standalone

Consolidated

For the year ended March 31

For the year ended March 31
Particulars 2019 2018 2019
Revenue from Operations 5977.04 5011.76 5975.04
Other Income 4.11 2.66 4.11
Total Revenue 5981.15 5014.42 5979.15
EBITDA 376.16 348.59 376.07
Finance costs 115.07 105.16 115.08
Cash Profit 261.09 243.43 260.99
Depreciation and amortisation expenses 88.51 87.31 88.51
Net Profit Before Tax 172.58 156.12 172.48
Tax Expenses 51.70 48.08 51.67
NetProfitAfterTax 120.88 108.04 120.81
Other Comprehensive Income (3.15) (3.72) (3.15)
Total Comprehensive Income 117.73 104.32 117.66
EPS 22.22 19.86 22.20

Standalone Financial Highlights:

In the fiscal year under review the revenue from operations of the Company is '5977.04 crore as compared to ' 5011.76 crore last year register an increase of19.26% EBITDA to ' 376.16 crore from 348.59 crore register an increase of 7.90%Profit before tax stands at ' 172.58 crore as compared to ' 156.12 crorelast year registered an increase of 11.05% and Profit after tax stood at' 120.88crore as compared to '108.04 crore last year registered an increase of 11.88%. Theoverall performance is the result of Operational excellence higher returns withefficiency in manufacturing cost in both the segments which further improved ROCE andROE.

Consolidated Financial Highlights:

The Sole wholly-owned subsidiary company namely SURYA ROSHNI LED LIGHTING PROJECTSLIMITED has been incorporated on 21st January 2019 as Special Purpose

Vehicle (SPV). As the company has been incorporated during the year under reviewprevious year Consolidated figures are not applicable. However respective standalonefigures may be referred for the same.

In the fiscal year under review the revenue from operations of the Group is ' 5975.04EBITDA to ' 376.07 crore Profit before tax stands at ' 172.48 crore and Profit after taxstood at ' 120.81 crore.

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 largest exporter of ERW pipes and largest producer of ERW Gl Pipes inIndia manufactures ERW Steel pipes (Gl Black Hollow section) API & Welded pipesSpiral 3LPE Coated pipes & CR strips having wide applications of its products inagriculture infrastructure oil & gas and construction sectors. Company products areapproved by API (American Petroleum Institute) for Oil & Gas sector. During the yearthe steps taken by the company for new products development has further strengthened itsoperations resulted into increased volume of steel pipes. During the year under reviewthe gross revenue from operations of the Segment stood at ' 4426.70 crore as compared to '3623.40 crore last year registered an increase of 22.17% (volume increased by 20%) andProfit before tax (PBT) increased by 15.25% to ' 74.28 crore from ' 64.45 crore from thecorresponding period lastyear.

The better performance of the segment is derived on account of Hindupur plant at A.P.Seeing the awesome response in South Indian Markets the company has further enhanced theinstalled capacity of ERW Steel Pipe & Strips Unit at Hindupur A.P. by 12000 M.T perannum i.e from 150000 MTPA to 162000 MTPA during theyear under review.

The segment has gained enormous strength with the start of Commercial production at itsnewly set-up 3LPE Coated Pipe Manufacturing Unit at Anjar-Kutchh (Gujarat) by highercapacity utilisation of its existing ERW and Spiral API Pipe facilities savings inlogistic & coating charges leading to creation of a larger and stronger steel pipesbusiness of the company at economy of scale.

ANJAR(KUTCH)

The merger of unit (e-SGSTL) with the Company resulted in economy of scale and alsoopen additional avenues of growth in terms of volume new products improved profitabilityand edge of doing business. It also leads to consolidation of steel pipes businessoptimal utilisation of resources and bringing the benefits of overall synergy commonmanagement reduced finance cost improved credit rating and other benefit of integration.

The Unit which is established in the year 2010 on 92 Acres are in close proximity totwo major Kandla and Mundra port gives strategic advantage in exports and imports. Theunit has successfully manufactured API 5L X - 70 PSL2 Grade pipe for Oil & GasIndustry.

The Company has established world's one of the best 3LPE Coating facility having latesttechnology from Selmer Netherland at its unit and has commenced Commercial Production onNovember 05 2018 for 3LPE Coated Pipe Manufacturing Unit with an installed capacity of1850000 Sq. mtr. for External and 1100000 Sq. mtr. Internal Coating for pipes rangingfrom 4" to 64" diameter. With the commencement of the aforesaid unit theCompany will be benefited by higher capacity utilisation of its existing Spiral and APIPipes facilities achieve savings in logistic & coating charges which will furtherstrengthen the presence of the Company in the Domestic as well as Global 3LPE Coated SteelPipes Segment for Oil Gas (including CGD) and Infrastructure Sector leading toimprovement in top and bottom line of the Company's Steel Pipe & Strips Segment.

Climbing the ladder of success very fast the company has received during the currentyear an order of '231.18 crore (GST Extra) from IOCL for API Grade pipes. Further in thelast reported financial year Company has received orders aggregate amounted to ' 190.62crore for supply of 3LPE Coated API line pipes for CGD & CNG and ERW pipes fromGovernment and State institutions and the same are under execution as per schedule

The Company continued to maintain its supremacy in the domestic market and is now atpar with all the leading global pipe manufacturers in terms of supplying high quality ofAPI line pipes with internal & external coating. Different types of coating like 3LPE3LPP FBE (single & dual layer) and internal epoxy coating are carried to safeguardthe pipe from rusting and also increases the life of the pipe. Different other pipesspecifications such as EN BS AUSTRALIA & ASTRA GRADE are also manufactured by theCompany.

Bhuj Plantbeing situated at coastal location with nearby two major ports exports 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 of road/ rail infrastructure projects will further provide a big boost to the Company's SteelSegment in times to come.

LIGHTING & CONSUMER DURABLES SEGMENT

The segment registered much improved performance on account of increasing sales of LEDlights leading to an increase of 11.37% in Revenue from Operations (net of taxes) to '1553.69 crore from ' 1395.01 crore EBITDA increased by 7.83% to ' 149.28 crore from '138.43 crore and Profit Before tax (PBT) increased by 7.23% to ' 98.30 crore from ' 91.67crore during the corresponding last year. Further for the year under review consolidatedgross revenue from operations of the divisions stood at ' 1553.41 crore and Profit beforetax (PBT) to ' 98.20 crore

Strong growth of 19% registered in Q4FY19 as compared to Q4FY18. LED Lightingregistered 35% growth with continuously increasing share in overall revenueconstitutes 75% of lighting revenue during 04FY19 as compared to 69% during 04FY18.

Ranked as one of the most respectful and trusted brand for lighting product in IndiaSurya manufacture all the LED products in-house backed by strategic marketinginitiatives and strong trade channel followed by orders of Street lights received fromEESL Company posted a growth of 36% in LED lights during the year. To further acceleratethe growth the Company has introduced more premium range of LED Down-lighters BattensLamps Street Lights Flood Lights other decorative luminaires and will continue toparticipate aggressively in the tendering of Street Lights orders of EESL.

The Company feels immense pleasure by successfully completing the LED Lightinginstallation at ‘Kumbh Mela' with specific recognition by the media. Aggressiveadvertisements sponsorships and sales promotion activities has improved the Brandvisibility across India.

The 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 for Indoor Commercialand Industrial Lighting sectors which are produced in-house after extensive R&D at itsNoida based R&D Centre to suit Indian conditions. Many new products such as High BeamAngle LED Lamps Color Change LED Lamps New Range Down lighters LED Torch with Dry CellBattery Rechargeable etc. will also be introduced in near future to cater to the growingdemand 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.

The Company's Lighting and Consumer Durables Segment is not limited to LightingProducts only but also includes Fans Home Appliance and Consumer Durables in its segment.The acceptance of the brand Surya fans Home Appliances and Consumer Durables wasoverwhelming amongst distributors retailers as well as customers. Surya added valueadded and premium range of fans such as Plated fans Kids fans Under-lite fans VenturaMetallica all in premium Plated finish and even fans with LED in more than 15 designsduring the year. Further Surya ventured into Room Coolers and sold decent quantitytotally against advance payment.

With government initiatives like building smart cities across India and structuralshift in the lighting industry towards LEDs the company is poised to grow by leaps andbounds 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 boringfirefighting Infrastructure Oil & Gas sector and river interlinking etc. Theindustry will serve as the backbone of industrialisation 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 firefighting Infrastructure and Oil & Gassector. Government has ambitious plans to improve network of Gas & oil pipes lines allover India. About 7 lakh tonnes of API line pipe

orders are in the pipeline for the next two years' time. Like this about 5 lakh tonnesof large dia pipes required for connecting rivers for water transportation in the State ofGujarat alone which is also to be supplied during next one year time. River watertransportation system has enormous scope all over India.

Government of India through Oil and Gas Companies are tendering aggressively for layingnew pipe lines for transportation of Oil and Gas accordingly sizeable investmentopportunity is anticipated for the expansion of API cross country line. In order toincrease domestic output and to cut imports Indian Government has offered further 23 oiland gas and CBM blocks covering over 31000 sq. km for bidding in the third round of OpenAcreage Licensing Policy (OALP). With the launch of entire bidding so far in three roundsmore than 120000 sq. km of area has now been made available for exploration.

The Company will reap benefits of the same as 3 LPE Coating Pipe manufacturing unitcommenced commercial production with an installed capacity of 1850000 square meterexternal coating and 1100000 square meter internal coating for the pipes having diameterbetween 4" to 64" at its existing campus of Anjar-Bhuj (Gujarat). With thiscoating facilities the Company's presence in supply of pipes in Oil & Gas Sectorincreases which will also lead to higher capacity utilisation of API & Spiral pipesin 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 has good presence in Fire Fighting Agriculture Section and API pipes required forinfrastructure 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 state of the art ERW Pipe ManufacturingMill at Hindupur (A.P) for production of Black Section and GI pipes also started yieldingresults. Further the 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 ofthe Company.

With emphasis through the National Steel Policy and Government thrust to strengthen theagricultural and rural economy increasing the capacity of steel sector generating solarpower wind power housing for all elevated tracks for Railways City gas projectsinfrastructure development for Expo 2020 at Dubai and 2022 FIFA World Cup in Qatarsubstantial demand will be generated for the Steel Pipe products and provides ample scopeof growth for Steel Pipes manufacturing units.

LIGHTING & CONSUMER DURABLES SEGMENT

The lighting Industry in India is evolving rapidly through the replacement ofconventional products by LEDs driven by increasing government initiatives for energyconservation rising consumer awareness for energy efficient products and innovativeproducts offered by the industry in sync with the mega trend of digitisation ofinformation.

India being the second most populous country and fifth major electricity consumer hasbeen witnessing ever widening demand vs supply gap in electricity. Consequently themarket for energy efficient products such as LED Lighting Products is bound to grow on theinitiatives encouraging use of LED lights and increasing focus on smart city projectsefficient public distribution system and ever increasing need for smart connectedlifestyle and energy efficiency measures. The Electric Lamp and Component ManufacturersAssociation of India (ELCOMA) predicts that LED market will grow to ' 261 billionby 2020 making the LED Market share 80% of the total lighting Industry.

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 extreme temperatures - which ensure energy savings and comes with thefacilitation of a remarkable lifespan. The group manufactures quality LED products with aworld class manufacturing infrastructure.

The LED lamps assembly process is equipped with automatic head assembly machines atKashipur and Gwalior Plants. These machines are developed inhouse 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.

Surya manufacture all the LED products in-house backed by strategic marketinginitiatives and strong trade channel along with orders of Street lights received from EESL

With strong foothold in energy efficient lighting Surya is all set to move towardsSmart LED Lighting. This technology is transforming from a novelty to an indispensabledaily companion through smart control devices. These devices utilise wireless controls fordimming colour changing and can be managed from anywhere. Together with advanced sensorssmart cameras and other device these smart lighting devices constitute an ecosystem whichcan enrich the lives of modern consumers who can command and control these device by usingsimple voice commands or apps.

A good turnover was realised through EESL's (Energy Efficiency Services Limited) LEDLighting program.. We have also made in-roads in prestigious projects like Smart CitiesMetros and Airports.

LED Business continues to contribute 75% of total lighting products and with new rangeof Architectural Fagade Lighting Decorative Indoor Industrial and Stadium Lightingluminaire range promises to add a vertical growth from specifiers and architect segment.

Surya ranked among the most respectful and trusted brand for lighting product in Indiahas been awarded with "Brand Excellence Award in Lighting Category" in North

India Best Brand Awards 2018 and earlier during the year was awarded with Champions ofRural Market award from the prestigious newspaper The Economic Times. With strong footholdin rural and semi urban areas the Company is also now focusing on Tier-I cities toaccelerate growth and introducing more value added premium range of LED Down-lightersBattens Lamps Street Lights Fittings and other decorative luminaires.

With continuous focus and energised teams along with Company's established dealer &service network we are well poised to achieve new heights with healthy growth in top lineand 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 and introduction of new LEDproducts and technologies. Surya Technology and Innovation Centre (STIC) is at the heartof this growth and has contributed immensely towards achieving the position presentlyenjoyed by the company.

For the lastfewyears STIC has been involved in the research and development of LEDLuminaires 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 design new lights ensuresthat the lights meet the best manufacturing and quality standards. Thermal management isdone using thermal simulations during design stage to ensure that it is optimum for thelong life of the LED luminaires.

The Company design and develop its own electronic drivers for use in its vast range ofLED lights. High quality and reliability of the drivers is ensured right from the designstage. Advanced features of drivers like dimmable drivers DALI drivers programmabledrivers coupled with various types of sensors ensure that we remain at the forefront ofLED technology. Thermal mechanical and environmental tests are performed on theLuminaires during development. All kinds of electrical and safety tests are available andare performed on the products to so that the luminaires keep functioning during the mostadverse conditions.

STIC also houses the most advanced Photometric Laboratory in India with a High speedMirror Gonio photometer (Type C) from LMT Germany - the best equipment available formeasurement of luminous output and intensity distributions of light sources luminairesand for testing of optical design of lighting system. The centre is also equipped with a2m Integrating sphere and carry out measurements for light distribution patternilluminance luminous flux chromaticity color temperature color rendering index oflight sources and luminaires. The Photometric Testing Laboratory is also NABL accredited.

STIC has been recognised 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 laboratories in India by BEE (Bureau of Energy Efficiency) for themeasurement of complying BIS Standard/lnternational standards of LED Lighting systems.

Thus STIC is actively enabling Surya Roshni to provide the most energy efficientsafe reliable and environment- friendly lighting products with its ability to do thebest- in-class research design and development and thus contributing towards Green India.

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. TodaySurya is the name reckoned for energy efficient domestic and commercial fan solutionmarket which have started its journey in fans division five years ago.

Surya Fans is one of the fastest growing brand in Indian fans Industry. Beingassociated member of India Fans Manufacturers Association (IFMA) Company has achievedsales 20 Lacs fans units in 2018-2019. Company has presence across the segment in Domesticcustomers CSD -CPC and Government institutions with focus to expand business through E-commerce during the year.

Surya Premium Ceiling fan range offers the variety of choices for customer withdifferent colour combinations and unique decoration to suits the interior of home.Development of new range is more focused towards the Premium and decorate range with fewmodel with IOT enabled which will help in further growth

HOME APPLIANCES AND CONSUMER DURABLES

Surya entry in to the Small Domestic Appliances business during the last 3 years havebeen noteworthy and have created higher brand image and consumer satisfaction. Theproducts and services it offers are unique innovative in design superior in productperformance and exceptional value to consumers. The footprint of the business have beenexpanded to Pan India and have been instrumental in increasing the retail presence in themarket. Water Heaters product group remains major contributor in sales key models havebeen Qubo and Arctic series which have been again promoted through the TV campaign asresult it witnessed this segment to grow by 32%to 70000 units in 2018-19.

Room Coolers range was further expanded and all new designer range of Arctic RoomCoolers was launched which was received well in the market the capacity of this serieswas 70L and TOOL the demand of this product have been overwhelming and with excellentproduct performance due to special features like Ice Chill Tray Power full motor withT.O.P and robust body. Room Coolers product category was promoted with a brand new TVCampaign which led to higher excitement in the trade and consumers. This product segmentshall be witnessing a double digit growth in the next 5 years and Surya intends to be amajor player in this category.

Surya also ventured in Stainless Steel Cook Tops segment in an effort to expand theproduct portfolio and to cater to wide consumer base so as to offer best in class materialand design to its consumers two models Blaze and Spark were launched which were receivedwell in the market.

Surya plan to further strengthen this business group by expanding into new products andmarkets this business witnessed 35% growth over last year and further shall continue thegrowth momentum to 45% in the FY 2020 as well. All products like Mixer Grinders Steam andDry Irons Electric Kettles Toasters Induction Cooktops and Glass Cooktops have beenable to create a niche in the market due to product design workmanship and performance.The customer care team also responded by further appointing service franchises across thecountry in order to offer exceptional customer care service experience in this businesssegment.

Surya also plans to further leverage E commerce which have become a big contributor insales with exclusive models to offer to its consumers. Appliances Business shall belooking forward to new product groups and shall be expanding the current models in RoomHeaters as well.

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 ' 2.00 per equity share for theyear ended 2018-19 subject to approval from the shareholders at the ensuing AGM.

Together with Corporate tax on dividend the total outflow on account of equitydividend will be ' 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 on28th August 2019. In respect of shares held in dematerialised form the dividend shall bepayable on the basis of beneficial ownership as at 28th August 2019 as per the detailsfurnished by National Securities Depository Limited/ Central Depository Services (India)Limited 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 four times on 18th May 2018; 10thAugust 2018; 14th November 2018 and 14th February 2019.

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL : Re-appointment of Director

As per Article 101 of the Articles of Association of the Company Smt Urmil Agarwalretire by rotation and being eligible offer herselffor reappointment.

Change in Directorship:

Mr. Mukesh Tripathi Executive; Non-Independent Director of the Company (havingDIN-01951272) had resigned from the Board of the Company w. e. f 18th May 2018 on accountof his ill health. Your Directors placed on record the high sense of appreciation for thewise counsel and valuable services rendered by Mr. Mukesh Tripathi during his tenure onthe Board.

Mr. Utpal Kumar Anil Kumar Mukhopadhyay Independent Director of the Company(DIN-02766045) had resigned from the Board of the Company on 2nd June 2018 on account ofhis ill health. He later expired on 20th June 2018.Your Directors placed on record thehigh sense of appreciation for the wise counsel and valuable services rendered by Mr.Utpal Kumar Anil Kumar Mukhopadhyay during his tenure on the Board and express deepcondolence on the sad demise of the ex-director.

Smt. Shivani Singla Nominee Director of IDBI Bank Ltd has resigned from the Board ofthe Company w. e. f 5th March 2019 as IDBI Bank Limited withdrawn the nomination from theBoard of the Company. Your Directors placed on record the high sense of appreciation forthe wise counsel and valuable services rendered by Ms. Shivani Singla during her tenure onthe Board.

Appointment of Director

The Board of Directors on the recommendation of Nomination and Remuneration Committee(NRC) at its meeting has appointed Mr. Vinay Surya having DIN - 00515803 as an AdditionalWhole-time Director of the Company w.e.f 18th May 2018 and subsequently approved theappointment by the Shareholders at the AGM held on 28th September 2018 as per theprovisions of the Companies Act 2013 read with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board of Directors on the recommendation of Nomination and Remuneration Committee(NRC) at its meeting has appointed Mr. Kaustubh Narsinh Karmarkar having DIN - 00288642 asan Additional Whole-time Director of the Company w.e.f 10th August 2018 and subsequentlyapproved the appointment by the Shareholders at the AGM held on 28th September 2018 asper the provisions of the Companies Act 2013 read with SEBI (Listing Obligations andDisclosure Requirements) 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 & Strips Operations
Sh. Ramanjit Singh C.E.O - Lighting & Consumer Durables 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.

FAMILARISE 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 familiarizationprogramme for Independent Directors was organised during the year to make them update onthe recent amendments in the provisions of the SEBI and Corporate Laws. A detailedfamiliarisation programme was presented by representative of Corporate Professionalleading firm of Corporate Law Consultants of the amendments / newly inserted regulationsin the SEBI (Prohibition of Insider Trading) Regulations 2015 effective from 1st April2019 and other recent legal updates which was keenly participated by every Director onthe Board of the Company and express happiness over the same. The detailed familiarisationprogramme for Directors was uploaded on the website of the Company at the following link: http://www.surya.co.in/Content/Images/uploaded/familiarization-programme-for-independent-directors/Recent-Legal-Updates.pdf

8. COMPOSITION OF AUDIT & OTHER COMMITTEES

The Audit Committee comprises of three Directors. The names along with categories ofthe members at the meeting was as follows :

Names of the Members Director

Identification No.

Category
Mr. Krishan Kumar Narula 00098124 Chairman; Independent - Director
Mr. Tara Sankar Sudhir Bhattacharya 00157305 Member; Independent - Director
Mr. Surendra Singh Khurana* 02126149 Member; Independent - Director
Mr. Utpal K Mukhopadhyay** 02766045 Member; Independent - Director
Mr. Mukesh Tripathi *** 01951272 Member; Non Independent - Director

* I nducted by re-constitution of the Committee by

the Board of Directors w.e.f 18th May 2018.

** Resigned from the Directorship on 2nd June 2018 due to ill health and later expiredon 20th June 2018.

*** Resigned from the Board of the Company on 18th May 2018

All members of audit committee are financially literate and have accounting and relatedfinancial management expertise. Audit Committee as formed above meet the criteria asprovided in Regulation 18 read with Part C of Schedule II of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and also meet the provisions of Section 177 ofthe 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 significant observations/ suggestions made by them. The Committee also discussed major issues related to riskmanagement 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 other role/function as envisaged underPart C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (referred to as ‘ Listing Regulations' with the Stock Exchange) andthe provisions of Section 177(4) of the Companies Act 2013. Audit Committee of theCompany discharged its role and duties with great commitment and further anyrecommendations 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:

Name of the Member DIN Position Category
Mr. Krishan Kumar Narula 00098124 Chairman Non

Executive

Independent

Mr. Ravinder Kumar Narang 02318041 Member Non

Executive

Independent

Mr. Surendra Singh Khurana 02126149 Member Non

Executive

Independent

The Nomination and Remuneration Committee is responsible for-

• Identifying persons who are qualified to become directors and who may beappointed in Senior Management in accordance with the criteria laid down and recommend tothe Board their appointment and removal;

• Shall specify the manner for effective evaluation of performance of the Boardits committees and individual directors and review its implementation and compliances.

• 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 thatthe 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) Regulations 2015 Nomination and Remuneration committee carried out annualperformance evaluation of Director's according to their roles and duties on the Board ofthe Company and 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 andchairperson

The Committee headed by Mr. Krishan Kumar Narula (Non-executive - Independent Director)has the mandate to review and redress stakeholder grievances. The Composition of thecommittee is as follows:

Names of the Members DIN Position Category
Mr. Krishan Kumar Narula 00098124 Chairman Non

Executive

Independent

Mr. Ravinder Kumar Narang 02318041 Member Non

Executive

Independent

Mr. 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 read with4(2)(d)(iv) of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 theCompany promotes ethical behaviour in all its business activities and has put in place amechanism of reporting illegal or unethical behaviour. The Company has a Whistle BlowerPolicy (Vigil mechanism) wherein the directors and employees are free to report violationsof laws rules regulations or unethical conduct actual or suspected fraud or violationof the Company's code of conduct or ethics policy to the nodal officer. Theconfidentiality of those reporting violations is maintained and they are not subjected toany discriminatory 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 has been posted on the website of the LjSSySsjjfc Company atthe following link: http://www.surya.co.in/Content/Images/uploaded/whistle-blower-policy/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 that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a "going concern" basis;

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

f) the directors had devised proper systems to ensure compliance with the provisions ofall 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 MAINTENANCE OF COST RECORDS

As per the provision of Section 148(1) of the Companies Act 2013 and Companies(Accounts) Rules 2014 read with Ministry of Corporate Affairs circular G.S.R 725(E) dated31.07.2018 we hereby states that the Company has made and maintained Cost Records as perCompanies (Cost Records and Audit) Rules 2014as amended from time to time.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THEWHOLLY-OWNED SUBSIDIARY COMPANY:

During the year under review Company has incorporated on 21ST January 2019 videCertificate of Incorporation dated 23rd January 2019 a non- listed Indian Wholly-OwnedSubsidiary namely SURYA ROSHNI LED LIGHTING PROJECTS LIMITED (CIN -U31200DL2019PLC344720)with an authorized capital of Rupees Four crore and initial paid-up capital of Rupees Fivelakh as Special Purpose Vehicle (SPV) in compliance to the terms of the LOA for theexecution of the awarded Orissa project to the Company through novation.

Orissa Project is for execution of design manufacture procure supply andimplementing operating and maintaining the Greenfield Public Street Lighting System alongwith other infrastructure including CCMS and automation in 21 Urban Local Bodiesrepresenting Cluster C by the Housing and Urban Development Government of Odisha videtheir letter of award (LOA) dated 14th November 2018 aggregating to Rupees 59.00 crore asdetail described in their request for proposal (RFP) dated 22nd May2018 for the"Implementation of Greenfield Street Lighting Project for 113 Urban Local Bodies inOdisha on PPP basis. Thereafter Supply Installation Operation and Maintenance (SIOM)Agreement was executed on 29th December 2018.

Statement containing salientfeatures of the financial statement of wholly-ownedsubsidiary Company in Form AOC - 1 form part of the Annual Report and marked as Annexure- I. Further during the year under review except above no Company have become /ceased to be its subsidiary / Associate Company.

13 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 MGT9 as per Annexure - II forms part ofthis Board Report.

14 AUDITORS AND AUDIT 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 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 7th May 2018 ratification of auditors' appointment is no longerrequired. However under section 142 of the Companies Act 2013 members at the Company atthe 44th Annual General Meeting authorised the Board of Directors of the Company to fixAuditors' remuneration for the period of their appointment as deem fit and proper.

The Statutory Audit Report for the year 2018-19 does not contain any qualificationreservation or adverse remark or disclaimer made by the Statutory Auditors.

APPOINTMENT OF OTHER AUDITORS COST AUDITOR

Pursuant to Section 148 of the Companies Act 2013 the Board has appointed M/s R JGoel & Company (a Cost auditor firm) as Cost Auditors for conducting the audit of thecost records of the Company for the financial year 2018-19.

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 Practice to conductSecretarial Audit of the Company for the financial year 2018-19. The Secretarial AuditReport for the financial year ended 31stMarch 2019 is annexed herewith and marked as AnnexureIII to this report. The Secretarial Audit Report(s) does not contain anyqualification reservation or adverse remark.

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

Information on Conservation of Energy technology absorption foreign exchange earningsand outgo is required to be given pursuant to the provisions of section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 are annexed hereto andmarked as Annexure - IV and form part of this report.

16 DETAILS RELATING TO DEPOSITS:

The Company has not accepted deposits under Chapter V of the Companies Act 2013 and asper the provisions of Section 74(1)(b) of the Companies Act 2013 Company had made pre-payments repayments or outstanding unclaimed deposits on or before 31st March 2015 toall the public depositor of the Company. At the close of the year 226 depositorsaggregating to ' 17.34 lakh to whom prepayment and Interest cheques were issued butnot cleared.

17 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.

18 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 is having an independent Internal Audit Department assisted by externalprofessionals for assessing and improving the effectiveness of internal financial controlwith reference to financial statements and governance. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee

19 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 or securityprovided or made any investments during the year under review.

20 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 ofthe 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 ensureCompany- wide implementation;

• To ensure systematic and uniform assessment of risks related with differentfunctions ofthe 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 leadto product obsolescence if not addressed regularly.

B. Financial Risk: The policy rates have started showing increasing trend in viewof inflationary pressures which may impact profitability.

C. Business Competition Risk: Both business segments face competition in the marketfrom many established as well as unorganised players.

D. Operational Risk: Price fluctuation in HR Coils may lead to loss in value ofinventory held. Reduction in prices of LED lamps may lead to loss of inventory valuation.

E. Regulatory Risk: Non-compliance to stringent regulatory and environment normsmay result in liabilities and loss of brand reputation.

F. Forex Fluctuation Risk: The Company deals in exports /imports of products inbusiness and borrowings which are subjected to currency fluctuations.

G. Human Resources Risk: The Company needs adequate talent to run the business.There is a risk labour unrest and maintaining good industrial relations.

H. Commodity Price Risk: Company sources several commodities for use as inputs inits businesses and their price fluctuations may lead to losses.

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

21 CORPORATE SOCIAL RESPONSIBILITY POLICY :

To attain Company's Corporate Social Responsibility objectives 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 three Directors. The names along withcategories of the members at the meeting was as follows :

Sr.

No.

Name of the Member DIN Category
1 Mr. Jai Prakash Agarwal 00041119 Member
2 Mr. Raju Bista 01299297 Member
3 Mr. Krishan Kumar Narula 00098124 Chairman
4 Mr. Mukesh Tripathi* 01951272 Member

* Resigned from the Board of the Company w.e.f 18th May 2018

During the last financial year four CSR Committee meetings were held on 18th May 2018;lOthAugust 2018; 14th November 2018 and 14th February 2019.

To attain the objectives of Corporate Social Responsibility in a professional andintegrated manner CSR Committee framed the Corporate Social Responsibility Policy of theCompany (referred to as "CSR Policy").

"Surya Roshni Limited CSR Policy" framed as per the provisions of Section135 and Schedule VII of the Companies Act 2013 describes and contains the Company'sphilosophy for delivering its responsibility as a corporate citizen and lays down theguidelines process and mechanisms for undertaking socially useful programmes for welfareand sustainable development of the community at large. The key objective is to eradicatinghunger poverty and malnutrition; Promoting health care; making available safe drinkingwater & Sanitation; Promoting education; enhancing vocational skills &livelihoodenhancement projects; Women empowerment;

Promoting of home and hostels for women and orphans; Reducing inequality faced bysocially and economically backward groups; Animal welfare / animal care; Promoting Art& Culture; Contribution to Prime Minister Relief Fund; Rural development projects; andaddressing environmental issues.

Company discharged its responsibilities through Surya Foundation a social NGOestablished in 1992 with established track record of more than 26 years to undertake CSRrelated activities 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 spends ' 2.57 crore on corporate socialactivities being two percent of the average net profits of the Company(s) made during thethree immediately preceding financial years as required under the provisions of Section135(5) of the Companies Act 2013. No amount was left unspent during the year under reviewon corporate social responsibility activities. Annual Report on CSR activities is annexedas Annexure V 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

22 RELATED PARTY TRANSACTIONS :

Particulars of contracts or arrangements or transactions at arm's length basis withRelated parties referred to in Section 188(1) in Form AOC- 2 is provided in ANNEXURE -VI 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 2014and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 revised policy on Materialityof Related Party Transactions and also on dealing with Related Party Transaction has beenframed to ensure the proper approval and reporting of transactions between the Companyand 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 any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

The revised policy on materiality of related party transactions and dealing withrelated party transactions as approved by the Board may be accessed on the Company'swebsite at the following link:

http://www.surya.co.in/Content/Images/uploaded/related-party-transaction-policy/Related%20Party%20Transaction%20Policy.pdf

Your Directors draw attention of the members to Note No. 49 to the standalone financialstatement which sets out related party disclosures.

23 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 Remuneration Committeein regard to performance evaluation of Non- executive Directors including the chairman ofthe Company and the Board as a whole Independent directors at its meeting review the -

Evaluation of the Performance of the Non - Independent Directors and theBoard as a Whole.

Evaluation of the performance of the Board

Committees including Audit Committee Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Stakeholders Relationship Committee and Other Compliance Committees.

Evaluation of the Performance of the Chairman of the Company taking intoaccount the views of Executives and Non-Executive Directors.

Evaluation of the quality content and time lines 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 every individualdirector including the Chairman and Independent Directors and evaluate the BoardsPerformance Board Committees performance by the Nomination and Remuneration Committee andsubmit its recommendation for review at the Independent Directors meeting.

Based on the recommendations of the Nomination and Remuneration Committee Independentdirectors at their meeting held on 19th January 2019 review and evaluate the performanceof Non-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.

24 LISTING WITH STOCK EXCHANGES:

The equity shares of the Company were listed on the following Stock Exchanges duringthe financial year 2018-19:

The Stock Exchange Mumbai The National Stock Exchange of India Ltd.
Rotunda Building Dalai 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- Symbol / Code SURYAROSNI 500336

(Dematerialised)

336 (Physical)

INE335A01012

The Company has paid the Annual Listing Fees to both the Stock Exchanges for theFinancial Year 2018-19 and 2019-20.

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 - VII and form part ofthis 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.

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. In compliance with section 62 (1)(b) and other applicable provisions of theCompanies Act 2013 the members at the 45th Annual General Meeting of the Company held on28th September 2018 has authorized the Board of Directors to allot Equity Shares upto800000 (Eight lakh) of' 10/- each under "SRL Employee Stock Option Scheme -2018" ("Scheme") routed through "Surya Roshni Limited EmployeesWelfare Trust". No further steps have been taken till date by the Company postapproval from the members at the AGM in regard to the said Scheme for its implementation.

ii. 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.

iii. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015referred to as the Listing Regulations with the Stock Exchanges the compliancecertificate from Chairman Managing Director and Executive Director & Group CFO isgiven and marked as Annexure - VIII to the report.

27 PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 (12) read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is enclosed as per Annexure IX.

28 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 Investors.

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: 21st May 2019 DIN- 00041119