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Surya Roshni Ltd.

BSE: 500336 Sector: Metals & Mining
NSE: SURYAROSNI ISIN Code: INE335A01012
BSE 00:00 | 22 Jun 336.15 3.40
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NSE 00:00 | 22 Jun 337.00 3.15
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OPEN 331.75
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VOLUME 26487
52-Week high 522.35
52-Week low 239.30
P/E 16.93
Mkt Cap.(Rs cr) 1,829
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Sell Price 0.00
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OPEN 331.75
CLOSE 332.75
VOLUME 26487
52-Week high 522.35
52-Week low 239.30
P/E 16.93
Mkt Cap.(Rs cr) 1,829
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Surya Roshni Ltd. (SURYAROSNI) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Forty Fourth Annual Report of theCompany for the year ended 31st March 2017.

1 FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS: TRANSITION TO INDAS

The Central Government in consultation with the National Advisory Committee onAccounting Standards (NACAS) under Section 133 read with Section 469 of the Companies Act2013 has notified the Indian Accounting Standards (‘Ind AS') vide G.S.R. 111(E) dated16 February 2015. The aforesaid Rules have been further amended by the Companies (IndianAccounting Standards) (Amendment) Rules 2016 on 30 March 2016. In view of thisnotification / amendment and also as per the Regulation 33 of Listing Regulations theCompany has prepared the Financial Statements for the year ended 31 March 2017 as per IndAS as amended.

(Rs. in Crores)
Particulars 2016-2017 2015-2016
Revenue from Operations 3412.83 3196.50
Other Income 0.76 1.85
Total Revenue 3413.59 3198.35
EBIDTA 230.59 244.23
Finance costs 87.74 96.43
Cash Profit 142.85 147.80
Depreciation and amortisation expenses 55.92 61.01
Net Profit Before Tax 86.93 86.79
Tax Expenses 20.71 23.69
Net Profit After Tax 66.22 63.10
Other Comprehensive Income (3.05) (1.40)
Total Comprehensive Income 63.17 61.70

In the fiscal year under review the revenue from operations of your Company isRs.3412.83 crore as compared to Rs.3196.50 crores last year register an increase of6.77%. ProfitAfterTax stood at Rs.66.22 crores as compared to Rs.63.10 crores last yearregistering an increase of 4.94%.

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 of Rs.300 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 reflects positive signs of revival during the yearglobally. In India Steel consumption significantly depends on the overall performance ofthe economy (GDP) and more specifically on investments made in fixed assets such ashousing infrastructure like railways ports roads airports etc. Anticipated increasein GDP will result in higher consumption and demand of steel products.

Bad times are good times. One can either learn to accept them and wait for them to end;or can challenge one's abilities to perform despite them. As a company that initiated itsSteel business close to four decades ago we at Surya Roshni Limited clearly believe in asimple fact: that each downturn is followed by an upturn and vice-versa. Thereforesuccessful businesses are those which concentrate their energies and resources to build astronger foundation for creating long term value; and not merely worry about theuncontrollable factors or the short-term challenges.

Surya is the largest GI Steel Pipe Manufacturer in India with products for agricultureinfrastructure oil & gas and construction sectors. Company products are approved byAPI (American Petroleum Institute) for oil & gas sector. During the year the stepstaken by the company for new products development capex for debottlenecking andcommissioning of additional mill at Malanpur at marginal capex in steel pipe division hadfurther strengthen its operations resulted into increased volume of steel pipes. Duringthe year under reviewthe revenue from operations of the divisions stood at Rs. 2063.76crores as compared to Rs. 1827.38 crores last year registering an increase of 1294%

Profit before tax also moves in a positive zone during the year and stood at Rs. 6.38crore as against a loss of Rs. 9.77 crore last year.

During the year Commercial Production at the Company's newly set-up Steel Pipe plantat Hindupur Dist. Ananthapuramu(A.P) for manufacturing of ERW Black and GI Pipes with aninstalled capacity of 90000 M.T per annum commenced from 1st March 2017. With the startof operations at Hindupur Plant Company will achieve savings in logistic cost and furtherleveraging its presence in the premium market of South India resulted into creation of alarger and stronger steel pipes business with economies of scale. Above all being a plantset-up at notified backward area in the State of Andhra Pradesh company is eligible fordeduction under section 32AC & 32AD of the Income Tax Act 1961.

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 SteelDivision in times to come.

LIGHTING & CONSUMER DURABLES SEGMENT

During the year under review Lighting & Consumer Durables Segment continued toinnovate and expand product portfoliothrough its wide range of LED products. With itsLuminaire range of LED company expand its market share considerably.

The performance of the division remains moderate during the year as Revenue fromoperation of the division stood at Rs.1349.07 crores as comparedto Rs.1369.12 crores lastyear Profit Before tax stood at Rs. 80.55 crores during the year.

During the year under review LED business has increased by more than 77% and the saleof fan &Home appliances segment increased by 55% due to which the company has becomeprominent player and is moving towards consumer durables from the present lightinggoods..However the sales of CFL has dipped by 59% due to its fast phasing out from LEDand the same is beneficial for the company in the long term. The Company has furtherintroduced more products in LED for various uses. The margins during the under review hadremained under pressure due to lower CFL volumes lower margins in LED Bulbs from EESLorders increased excise burden on Kashipur plant and higher spending on advertisement.During the year under review Company has been awarded contracts for supply of LED BulbsStreet Lights Energy efficient ceiling fans and other lighting products worth Rs. 166crores by EESL Government departments local authorities and other Public SectorUndertakings. Company had successfully executed orders within the time lines of therespective orders.

During the year under review Company has acquired Industrial unit ‘HFL' engagedin the business of manufacturing distribution and sale of LED lamps tube lights Streetlights HID lamps decorative light & furniture items etc. situated at KashipurDistrict U.S. Nagar Uttarakhand on slump sale basis.The acquisition shall enhance thecompany's own manufacturing capacities for LED lamps tube lights Street lights HIDlamps decorative lights etc. and strengthen the overall position of the company in thelighting Industry.

We became the first lighting company in India to introduce energy-efficient lightingsolutions.Today Surya ranked as one of the most respected and trusted brand in India forits Lighting products. Surya offers wide range of LED products ranging from 0.5w to 25wLamps Down-lighters LED Panels LED Street lights & LED Hi-bays for IndoorCommercial and Industrial Lighting sectors which are produced in-house after extensiveR&D at its Noida based laboratory 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 our products which include CFL Tube Light GLS Luminaries andAccessories High Mast Lighting Systems Lighting Poles etc.

Company Lighting & 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. 175 crores through Fans and a sales of Rs. 50 crores fromHome Appliances Business. Turning energy into happiness Surya added value added andpremium range of fans such as Plated fans Kids fans Under-lite fans VenturaMetallicaall in premium Plated finish 15 designs during the year. Further Surya venturedinto Room Coolers on an experiment basis and sold decent quantity totally against advancepayment.

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

Steel Pipe & Strips Segment scenario has been improving since last one yearGlobally and India is no exception to it. On account of formidable policies on steel andmajor thrust on "Make in India" concept by the Hon"ble Prime Ministerdrastic steps have been taken by the Government to improve overall steel productionconsumption and exports. Resultantly production as well as exports of Steel and itssubsidiary products especially Steel pipes have been started increasing during the year2016-17.

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 line allover India.

About 7 lac tons of API line pipe orders are in the pipeline for the next two years'time. Like this about 5 lac tons of large dia pipes required for connecting rivers forwater transportation in the State of Gujarat alone which is also to be supplied duringnext one year time. River water transportation system has enormous scope all over India.

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 thelargest GI pipe manufacturer and exporter in India.

Surya continuously assess the requirement of its customers and develop the products asper the requirement. Surya developed and supplied GI pipe up to 20" dia pipe lastyear and doing modification to do 24" dia pipe GI this year. Surya has good presencein Fire Fighting Agriculture Section pipe for infrastructure household plumbing usesand Oil & Gas sector.

Company is the approved manufacturer of API pipes by American Petroleum Institute andproduces API pipes for India as well as export market.

We are proud to mention that as per the plan Surya has established its new Pipeproduction facility of 7500 MT/ month at Hindupur Dist. Anantapur Andhra Pradesh andstarted its commercial production w.e.f. 1st March 2017 Looking to the brand image of"Prakash Surya" the demand & supply scenario in South Indian Market we areadding up the capacity by another 5000 MT per month in the second phase and we areexpecting to make the production capacity thereafter total to the tune of 12500 MT permonth by Nov. 2017.

Further in order to meet the growing demand of Large Diameter Pipes (SAWH) the grouphas set-up Surya Global Steel Tubes Limited (SGSTL - an associate company) situated inwest coast of India at Anjar near Bhuj Gujarat near International sea port.and even fanswith LED in more than It is engaged in manufacturing of Spiral Welded Pipes and ERW pipesand due to its world-class machines and strategic location in close proximity to Kandlaand Mundra Port it is exporting almost 70% of its production. It majorly caters to theexport business of the Group and exporting to over 25 countries across the Globe.

Board of the Company have decided to merge its associates (SGSTL) with your company andthe merger process is underway which will further improve profitability & productrange of your company thereafter Surya Roshni Ltd. will be a larger entity with access ofcomplete export market of SGSTL.

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 Crores by 2020. The growth in thelighting industry will be fueled by LED products this is due to numerous advantages LEDtechnology over conventional lighting technology and they have swiftly gained prominencein the Indian lighting market. Although Indian LED lighting market is at a nascent stageit offers 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 LED Lightingmarket is projected to grow at a CAGR of 26.6% during 2017-23. The Government of Indialaunched an initiative in 2016 to replace conventional lights by LED lights by deploying770 million bulbs and 35 million street lights by 2019. Further under DeenDayalUpadhyayaGram JyotiYojana (DDUGJY) 273 lakhs LED bulbs have to be distributed to BPL households.The Government has a target of 100 per cent electrification of villages to be achieved by2019 & houses for all by 2022. Government drives to build Smart Cities will providefurther opportunities for growth. Additionally prices of LED lights are also expected todecline in the coming years which would drive the growth of the market over the next sixyears.

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 laboratory and research centre with specific focus on LED ensureproducts are energy-efficient with extremely lower maintenance cost high brightnesssoothing light effect high-power factor and wide operating voltage range operation inextreme temperatures – which ensure energy savings and comes with the facilitation ofa remarkable lifespan. The group manufactures quality LED products with a world classmanufacturing infrastructure.

The LED lamps assembly process is equipped with automatic head assembly machines atGwalior Plant. These machines are developed in-house by competent team members with aninnovative approach. It is the most production friendly and deliver the best quality ofproducts. Surya Roshni established PCB Assembly Unit at Gwalior & Kashipur plants withstate-of-the-art automatic component insertion machines for both types of Axial and SMDcomponents. Company have a world class setup having Surface Mount Technology (SMT)/AImachines of FUJI/JUKI/Yamaha for assembly of driver/MCPCBs for LED lamps/T-8 LED TubeLights and Street Lights. All the SMT machines are fine pitch machines being used toinsert chip components of all packages using SMT. These machines are used for mountingchip components for CFL and LED driver/ MCPCBs. We are adhering to the best qualitypractices to deliver a zero defect product so as to meet our customer's expectation.

We Surya Roshni is a leading player in Indian Lighting Industry. At Surya theexcellence of its wide-ranging solutions is founded on strategic mechanism of backwardintegration unmatched corporate governance and excellent management skills. PresentlyCompany is selling 180 Million GLS Lamps 60 Million FTL Lamps 20 Million CFL Lamps and29 Million LED Lamps. Although total demand of conventional Lamps goes down still CompanyPlans to increase Surya's share through low cost product with high quality and target tosell 60 Million LED Lamps in 2017-18 and overall sales target of total LED products to Rs.900 Crores i.e. approx. 50% of total lighting turnover.

LUMINAIRE BUSINESS GROUP ("LBG")

Indian government's determination for implementing energy efficient lighting systemshave empowered our growth for the second consecutive year with BU performance touchingever highest Rs. 239 Crs with a growth of 32%.

A total of Rs. 47 crore turnover was realized through EESL's (Energy EfficiencyServices Limited) LED Street Lighting upgradation program. Today 25 cites & townsfrom Rajasthan & 10 cities & towns from Gujarat are currently illuminated by usingSURYA LED Street Lights. Company entered in the new financial year with a healthy orderbook of Rs. 100 crore from EESL projects. Our projects business have also made in-roads inprestigious projects like Metros Airports & Border Lighting & industrial clientlike Jindal ESSAR etc.

LED Business continues to contribute 70% of total turnover of the Lighting &Consumer Durables Segment and with new range of Decorative Indoor Industrial andArchitectural Landscape luminaire range promises to add a vertical growth from specifiersand architect segment.

With continuous focus and energized teams alongwith our 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 Technology & Research Centre (STIC) at Noida has greatly contributed over thelast few years to enable the company emerge as the leader of the Lighting Industry inIndia. It is a state of the art lighting laboratory & research centre and a jewel inthe crown of Surya.

STIC houses the most advanced photometric laboratory in India with a High speedautomatic Mirror Gonio–Photometer from LMT Germany - the best equipment availablefor measurement of light sources luminaires& optical design of lighting systems.Recently it has added an Optical Sphere which enhances its capability to measurecolorimetric values of light sources also.

Since all LED systems comprise of electronics design in its core with thermal opticaland mechanical design STIC has adequately invested in expert human resource andequipments for design and testing. STIC has computer aided design (CAD) facilities withadvanced software for thermal and mechanical simulations. Luminaires testing facilitiesunderextreme Thermal Mechanical and Environmental conditions and all kinds of Electrical& Safety parameters are available at STIC. Recently advanced equipments like High-endThermal Imager 3 Phase 10 kV Surge tester and a very versatile Portable Oscilloscope wereadded to the already existing list of test equipment's.

For the last few years STIC Noida has focused on research of LED Luminaries and hascreated a wide portfolio of products for indoor outdoor and industrial applications.

STIC has been recognized as an R & D Centre by DSIR (Department of Scientific &Industrial Research Ministry of Science & Technology) and also it has been listed asone of the best testing laboratories in India by BEE (Bureau of Energy Efficiency) forthe measurement complying BIS Standard / International Standard of LED Lighting systems.Further Photometric Testing and Laboratory is NABL accredited. Last but not least STICis a Green Building with LEED Platinum certification and process of accreditation is inprocess.

With the above Surya is proliferating with the Research Design & Development ofthe most energy efficient safe reliable& environment-friendly lighting products andproviding guidance and direction towards evolving into a "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. Suryais the name reckoned for energy efficient domestic and commercial fan solution market.

Surrya Fans is one of the fastest growing brand in Indian fans Industry. In 2016-17Surya has become the member of Indian Fans Manufacturers Association (IFMA) Surya FansDivision has achieved 46% Growth as against the Industry growth of 10%.The Indian marketfor fan is 5-6 crore units. Surya in a short span of more than three years have gone on tocapture around 3% share in the fans market. We are aggressively geared to further grow ourshare to almost three times from the present level to capture 6% of the fan market withour state-of-art offerings by 2020.

Company have expanded its fan business in across the customers in Domestic saleGovernment Projects EESL CSD / CPC Canteens DGS&D and explore export markets ofMiddle east and Gulf countries.

Surya fan has taken the ever biggest order of fans industry from EESL for the supply of2.75 Lacs Quantity of BEE 5 star rated fans and Super Energy efficient BLDC fan 2.0 lacsQuantity.

Surya newly launched super-efficient BLDC fan consume only 32 Watt power with 60% powersaving over conventional ceiling fan. This 32 Watt Power consumption also varies from 4Watt to 32 Watts at different stage of speed regulation step 1 to 5.

New Premium ceiling fan range Rio with multicolor LED lights with remote Kids Fans forBoys and Girls Electroplated antique finish of Ventura Metallica ceiling fan to suitsinterior of home and Super premium Aerolite ceiling fan with wood finish and under lightoptions are well accepted by domestic customers.

Surya fans division has set a Goal of 30% Growth in 2017-18.

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 2016-17 many new products had been launched with special focus on WaterHeaters product group including Qubo & Arctic new series of energy efficient and glassline tank water heaters which are well appreciated and accepted by the consumers assizeable no. of Water Heaters were sold during the year under review.Room coolers rangewas expanded during the year which introduced last year. With focus on design and highercooling efficiency and with multiple tank capacities market responded to the Room coolersenthusiastically as this product segment sold decent quantity totally against advancepayment.

Surya's envisages to further leverage and strengthen the distribution in E commerce asinitiated last year and also electrical channel by offering new products in the MixerGrinders Dry & Steam Irons Electric Kettles Toasters Induction Cook tops and shallstrive to remain one of the most competitive brands in its segment by offering superiorvalue through innovative products in design workmanship efficiency and durability.Seeing the overwhelming response towards this segment Company achieved a turnover of Rs.35 crores in FY 2016-17 and aims to generate sales of over Rs. 75 crores in the FY 2017-18.The customer care team is also well established with a pan India network of servicefranchises in order to provide impeccable service experience should the product requiresafter sales service.

2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the provisions of Section 134(3)(l) 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 higher dividend pay-out of Rs. 1.50 per equity share (asagainst 10% last year) on the equity share capital of the company for the year 2016-17subject to approval from the shareholders at the ensuing AGM.

The dividend on equity shares will be payable to those shareholders whose names appearon the Company's register of members on the date as decided by the Board.

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 27th May 2016; 8th June2016; 7th September 2016; 6th December 2016 and 14th February 2017.

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.

Re-appointment of Whole- time Director

As per the provisions of Section 178 196197198200 203 and Schedule V of theCompanies Act 2013 based on the recommendations of Nomination and Remuneration Committeeand subject to the approval of shareholders in the ensuing Annual General Meeting Boardof Directors of the Company in its meeting held on 6th December 2016 has approved theapproved the reappointment of Sh. Jai Prakash Agarwal Executive Chairman and Whole-timeDirector having (DIN 00041119) for a consecutive period of five years from 1st January2017 to 31st December 2021at the terms as set out in the agreement executed between thecompany and Sh. Jai Prakash Agarwal.

Change in Directorship

During the year under review Smt. SalilaTewari director has resigned from the boardof the Company w.e.f 27th March 2017 . Your Directors placed on record the high sense ofappreciation for the wise counsel and valuable services rendered by her during her tenureon the Board.

Appointment of Director

The Board through Circular Resolution has appointed Smt. Urmil Agarwal having DIN00053809 as an Additional Director (Woman) of the Company w.e.f. 19th December 2016 asper the provisions of Section 161 of the Companies Act 2013 read with SEBI (ListingObligations and Disclosure 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
Sh. TarunBaldua 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..

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 familiariseprogramme for Independent Directors was organised during the year to make them update onGST impact and implementation Plan. A detailed familiarisation programme was presented byTaxation team of the Company which was keenly participated by every Independent Directoron the Board of the Company and express happiness over the same. The detailedfamiliarisation programme for Independent Directors was uploaded on the website of thecompany 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.TaraSankar Bhattacharya 00157305 Member ; Independent Director
Sh. Utpal K Mukhopadhyay 02766045 Member ; Independent Director
Sh. MukeshTripathi 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 2015and 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 / reappointment 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 Officer Statement form part of theBoard Report 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 the Companydischarged its role and duties with great commitment and further any recommendations madeby the Audit committee within the terms of its reference is considered and approved by theBoard accordingly. No recommendation of the Audit Committee is turned down during the yearunder review.

Nomination and Remuneration Committee

The composition of the Committee is as follows :

Name of the Member DIN Position Category
Shri K K Narula 00098124 Chairman Non-Executive Independent
Shri Ravinder Kumar Narang 02318041 Member Non-Executive Independent
Shri MukeshTripathi 01951272 Member Non-Executive Non-Independent

The Nomination and Remuneration Committee is responsible for-

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

• 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 Compamy;

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 (Non-executive –Independent Director) hasthe mandate to review and redress stakeholder grievances. The Composition of the committeeis as follows :

Name of the Member 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 sufficientcare 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.

11 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THEASSOCIATE COMPANY

Company has a non-listed Indian Associate Company named as Surya Global Steel TubesLimited and an amount of Rs. 500000000 is invested in the said company as on 31stMarch 2017.

During the year under review Board has approved the scheme of amalgamation of SuryaGlobal Steel Tubes Limited with the Company for which Company has received the "NoObjection" from the Stock Exchanges and has filed the petition of merger of SuryaGlobal Steel Tubes Limited (SGSTL) with itself with the National Company Law Tribunal(NCLT) Chandigarh Bench for their directions / orders.

Board of both the companies has approved the Scheme of Arrangement along with valuationreport and fairness report of independent valuer (s) which laid out in particular theshare exchange ratio i.e. 782 (Seven Hundred Eighty Two) Equity shares of face value ofRs.10/- (Rupees Ten) each to be issued in Transferee Company for every 10000 (TenThousand) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in‘Transferor Company' pursuant to this Scheme of Amalgamation between the company andSurya Global Steel Tubes Limited.

Major benefits for the Company as perceived from the amalgamation may be as under:

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

• Providing geographical reach in all major part of the country;

• Availability of plant at Bhuj in Gujarat having proximity to two major portswhich makes both import of raw material as well as export of finished products costeffective making the Company highly competitive;

• Benefit of availability of modern facility with newer technologies such asvariety of coatings as per the demands of international customers

• Optimal utilization of resources of the two companies and taking the advantageof operational synergies.

Surya Global Steel Tubes Limited owing to its geographical advantage and manufacturingfacilities near India's two major ports is better equipped to maintain the market share indomestic markets and serving critical requirements of High End markets like USAEuropeAustralia resulted into higher volume of sales and better profitability as compared tolast year.

Statement containing salient features of the financial statement of associate companyin Form AOC – 1 form part of the Annual Report.Further during the year under reviewno company have become / ceased to be our subsidiary / Associate Company.

12 EXTRACT OF ANNUAL RETURN:

As per the provisions of section 92(3) oftheCompaniesAct2013 and rule 12(1) of theCompanies(Management and Administration) Rules 2014 an extract of annual return in MGT 9asper Annexure – 1 forms part of this Board Report.

13 AUDITORS AND AUDIT REPORT:

EXISTING STATUTORY AUDITORS

The Statutory Auditors M/s Sastry K.Anandam& Company Chartered Accountants (FirmRegistration no-000179N) hold office till the conclusion of the ensuing Annual GeneralMeeting as per the third proviso of sub section 2 of section 139 of the Companies Act2013

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remarks.

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 2016-17.

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 2016-17. The Secretarial AuditReport for the financial year ended March 31 2017 is annexed herewith and marked as Annexure– II to this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

14 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 is annexed hereto andmarked as Annexure – III and form part of this report.

15 DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:

As per the provisions of Section 74(1)(b) of the Companies Act 2013 Company had madepre- payments re-payments or outstanding unclaimed deposits on or before 31st March 2015to all the public depositor of the Company. At the close of the year 43 depositorsaggregating to Rs. 17.22 lakh to whom cheques were issued but not cleared. Since thencheques aggregating to Rs. 0.49 lakh have been claimed.

16 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant material orders passed by the regulators / Courts / Tribunalswhich impact the going concern status of the Company and its future operations during theyear

17 INTERNAL FINANCIAL CONTROLS

SURYA Internal financial controls are adequate and operate effectively and ensuresorderly and efficient conduct of its business including adherence to its policiessafeguard its assets prevent and detect frauds and errors maintain accuracy andcompleteness of its accounting records and further enable it in timely preparation ofreliable financial information. During the year such controls were tested and noreportable 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 andgovernance. To maintain its objectivity and independence the Internal Audit functionreports 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.However company continue to providesecurity amounted to Rs. 50 crore to its Associate company namely Surya Global Steel TubesLimited 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 ensurecompany- wide 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. Financial Risks: These risks are related to flux and movement of money andcapital in the Company. This will include cash flow working capital and cost of funds.

B. Technology Risks: Businesses of Surya Roshni is subject to frequent andrevolutionary technological changes as new products are being developed in this segment.This also leads to risk of obsolescence of machinery as well as inventory.

C. Business Competition: Both Steel Pipes & Strips and Lighting &Consumer Durable Segments of Surya face stiff competition from established companies aswell as new entrants in the market in terms of pricing and penetration in markets.

D. Operational Risks: These risks are related to business operationsidentification of vendors service delivery of vendors realisation from debtors andbusiness activity disruptions.

E. Risk of Forex Fluctuation: Imports and Exports of material constituteintegral part of Surya's operations. Frequent and steep fluctuations may impact theprofitability of the Company.

F. Human Resources Risk: These risks relate to availability of adequate talentfor running the business operations. It also includes establishment and understanding ofroles and responsibilities of key personnel.

G. Risk of Labour Unrest: Industrial relations should be and remain cordial atworks in order to achieve desired production at plants.

H. Regulatory & Compliance Risks: Risks due to inadequate compliance ofregulations and contractual obligations are covered here. Changes in Regulatory frameworkmay also adversely affect business plans.

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.

No risks threatening the existence of the organization have been identified. Howeverthere are other risks against which adequate mitigation plans are prepared.

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 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 MukeshTripathi 01951272 Member

During the last financial year four CSR Committee meetings were held on 27th May 2016;7th September 2016; 6th December 2016 and 14th February 2017.

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 Section 135and 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 & liveli hoodenhancement projects; Women empowerment; Promoting of home and hostels for women andorphans; Reducing inequality faced by socially and economically backward groups; Animalwelfare /animal care; Promoting Art & Culture; Contribution to Prime Minister ReliefFund; Rural development projects; and addressing environmental issues.

Company discharged its responsibilities through Surya Foundation a social NGOestablished in 1992 with established track record of more than 24 years and is in theSilver Jubilee year to undertake CSR related activities and further is an eligibleimplementing agency in accordance with the provisions of section 135 of the Companies Act2013 read with the Companies (Corporate Social 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 Rs.14438000 on corporate socialactivities being two percent of the average net profits of the company made during thethree immediately preceding financial years.

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.

Company had spent during the year an amount of Rs.14438000 on corporate socialactivities being not less than two percent of the average net profits of the company madeduring the three immediately preceding financial years as required under the provisions ofSection 135(5) of the Companies Act 2013. No amount was left unspent during the yearunder review on corporate social responsibility activities.Annual Report on CSR activitiesis annexed as Annexure – IV to the Board's Report.

21 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– 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 2014and 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 financialyearwith 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 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

Your Directors draw attention of the members to Note No. 48 to the financial statementwhich sets 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 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 the Board asa Whole.

• Evaluation of the performance of the Board Committees including Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility Committee andStakeholders Relationship Committee.

• Evaluation of the Performance of the Chairman of the Company taking into accountthe views of Executives and Non-Executive Directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform 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 t the Independent Directors meeting.

Based on the recommendations of the Nomination and Remuneration Committee Independentdirectors at their meeting held on 5th December 2016 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 M.D Independent Directors andNon-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 theMembersat the Registered office of the Company during business hours on all working daysof the Company up to the date of the ensuing Annual General Meeting. If any member isinterested in obtaining the copy thereof such Member may write to the Company Secretaryin this regard.

24 LISTING WITH STOCK EXCHANGES:

The equity shares of the company were listed on the following Stock Exchanges duringthe financial year 2016-17:

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- Symbol / Code SURYAROSNI 500336 (Dematerialised)
336 (Physical) INE335A01012

The company has paid the Annual Listing Fees to both the Stock Exchanges for theFinancial Year 2016-17 and 2017-18.

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 Agreement". 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 the provisions of Section 232(2)(c) of the Companies Act 2013 Board hasadopted a report in regard to effect of the Scheme of Arrangement on equity shareholders(promoter shareholders and non-promoter shareholders) employees and KMPs of the company(SRL) and laid out that the Scheme of Arrangement is fair in all aspects.

iii. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015referred to as the Listing Agreement with the Stock Exchanges the compliance certificatefrom Chairman Managing Director and Executive Director & Group CFO is given as Annexure– VII to 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
CHAIRMAN
Place : New Delhi Director Identification
Dated :30th May 2017 No. - 00041119