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Surya Roshni Ltd.

BSE: 500336 Sector: Metals & Mining
NSE: SURYAROSNI ISIN Code: INE335A01012
BSE 00:00 | 17 Aug 353.70 0.20
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NSE 00:00 | 17 Aug 353.60 -0.10
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OPEN 356.70
PREVIOUS CLOSE 353.50
VOLUME 9226
52-Week high 868.40
52-Week low 336.05
P/E 10.16
Mkt Cap.(Rs cr) 1,924
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 356.70
CLOSE 353.50
VOLUME 9226
52-Week high 868.40
52-Week low 336.05
P/E 10.16
Mkt Cap.(Rs cr) 1,924
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

The Board of Directors hereby submits the Forty Eighth report of thebusiness and operations of the Company along with the audited financial statements forthe financial year ended 31st March 2021. The Consolidated performance of the Company andits wholly-owned subsidiary has been referred to wherever required.

The Corona Virus COVID-19 has caused havoc among all industriesworldwide and the Indian industry which was just recovered from the first wave of thepandemic are yet again hit by the severe second wave in the last few months feeling theinitial pinch of the same.

1 RESULTS OF OPERATIONS AND STATE OF AFFAIRS:

(Rs. in crore)

Standalone Consolidated
For the year ended 31st March For the year ended 31st March
Particulars 2021 2020 2021 2020
Revenue from Operations 5554.37 5469.02 5561.39 5471.05
Other Income 4.67 3.35 4.70 3.35
Total Revenue 5559.04 5472.37 5566.09 5474.40
EBITDA 381.63 356.95 384.03 357.55
Finance costs 69.79 114.11 69.86 114.13
Cash Profit 311.84 242.84 314.17 243.42
Depreciation and amortisation expenses 102.70 103.47 102.70 103.47
Net Profit Before Tax (PBT) 209.14 139.37 211.47 139.95
Tax Expenses 52.64 37.16 53.16 37.40
Net Profit After Tax (PAT) 156.50 102.21 158.31 102.55
Other Comprehensive Income 1.25 (2.07) 1.25 (2.07)
Total Comprehensive Income 157.75 100.14 159.56 100.48
EPS (Basic in ') 29.01 18.78 29.35 18.85
EPS (Diluted in ') 28.76 18.78 29.10 18.85

Standalone Financial Highlights:

During the year under review the revenue from operations of theCompany is Rs. 5554.37 crore as compared to Rs. 5469.02 crore last yearregistered a marginal increase of 1.56% EBITDA to Rs. 381.63 crore from Rs. 356.95crore registered an increase of 6.91% Profit before tax stands at Rs. 209.14 croreas compared to Rs. 139.37 crore last year registered an increase of 50.06% andProfit after tax stood at Rs. 156.50 crore as compared to Rs. 102.21 crore lastyear increased by 53.12%.

The said remarkable performance are based on the improvement in theoperational performance supported by favorable change in business dynamics in lightingdivision and higher contribution of value added products in Steel Pipes and Stripsdivision thereby leading to better profitability and accruals and resultant improvementin debt metrics and liquidity position.

With consistent reduction in debt levels including prepaymentsculminating into reduced finance cost benefits of imposition of custom duty on finishedlighting products deeper market penetration in rural and semi-urban markets withdiversified product profile nation-wide marketing network established brand nameexperienced management brings overall synergy and greater integration.

The Company's trusted brands backed by own production facilities alongwith changes in current Industry dynamics and lower imports from China and throughadoption of latest technology operational efficiency excellent customer service andlaunch of innovative and diversified products in the market will add a fillip to ourrevenues with improved profitability in both the segments.

Consolidated Financial Highlights:

The Company has sole wholly-owned subsidiary company namely SURYAROSHNI LED LIGHTING

PROJECTS LIMITED which was incorporated on 21st January 2019 asSpecial Purpose Vehicle (SPV). In the fiscal year under review the revenue fromoperations of the Group is Rs. 5561.39 crore as compared to Rs. 5471.05 crorelast year registered a marginal increase of 1.65% EBITDA to Rs. 384.03 crore ascompared to Rs. 357.55 crore last year registered an increase of 7.41% Profit before taxstands at Rs. 211.47 crore as compared to Rs. 139.95 crore last year increased by 51.10%and Profit after tax stands at Rs. 158.31 crore as compared to Rs. 102.55 crorelast year registered an increase of 54.37%.

DEBT REDUCTION WITH IMPROVEMENT IN FINANCIAL RATIOS

During the last 12 months through consistent effort the Company havebeen able to strengthen its balance sheet by reducing debt by Rs. 374 crores whichhad resulted in lowering debt equity ratio to 0.52. The Company's balance sheet hasfurther strengthened by lowering of the debt equity ratio. This coupled with substantialimprovement in the profitability lead to revision in rating and further savings in thefinance cost in times to come.

The Company's continuous focus on working capital optimization led tosteady reduction of working capital cycle to 59 days in Q4FY21 (from 91 days in Q4 FY20)and on Full Year Basis the calculated working capital days reduced from 89 days in FY20to73 days in FY21 for the Company. The strong profit growth Working Capital optimizationrobust cash flow and debt reduction has led to improve in Return Ratios.

During the year RoCE has improved by 190 basis points to 12.7% from10.8% registered in FY20 while RoE has improved by 350 basis points to 12.1% as comparedto 8.6% registered in FY20. During the Q4 FY21 ROCE increased to 17.8% compared to 11.0%in Q4FY20 an improvement of 680 Bps. Similarly for Q4FY21 ROE increased to 17.5%compared to 9.8% in Q4FY20 an improvement of 770 Bps.

STEEL PIPES & STRIPS

The COVID19 virus that had halted domestic and trade activities acrossvarious economies have more or less overcome from the disruption caused due to pandemic.Indian economy showed resolute strength and courage during the unprecedented period andensures "Jan Bhi Jahan Bhi". In India Government stance for AatmaNirbhar Bharat has opened new avenues with immense hidden opportunities to explore inmaking India a global manufacturing hub in medium to long term. With huge investments madein housing infrastructure like railways ports roads airports etc. demand of steelproducts is reaching to new level and more will be anticipated in time to come.

Surya being the largest exporter of ERW pipes and largest producer ofERW GI Pipes in India. manufactures ERW Steel pipes (GI Black Hollow section) API &Welded pipes Spiral 3LPE Coated pipes & CR strips having wide applications of itsproducts in agriculture infrastructure oil & gas and construction sectors. Companyproducts are approved by API (American Petroleum Institute) for Oil & Gas sector.During the year through conscious effort to increase the contribution from API andgalvanizing pipes which have better EBITDA per tonne have yielded results and Company wasable to deliver a growth in its sales with improved margins.

The profitability improved with strengthening of product portfolio. TheRevenue of the segment stands at Rs. 4328.11 crore in FY21 as compared to Rs.4234.66 crores during FY20 with better product mix and increased share in highvalue-added products. The EBITDA stands at Rs. 256.12 crore in FY21 as compared toRs. 255.73 crore registered in FY20.The EBITDA per tonne has shown further improvement byabout 22% to Rs. 4251 Q4FY21 as compared to Rs. 3490 per metric tonne lastyear. The cash profit improved by 16% in FY21 to Rs. 198.77 crores from Rs.171.19 crores as registered in FY20. The PBT for the year further improved by 29% toRs. 125.35 crores as compared to Rs. 97.48 crores in FY20.

During the Q4FY21 the segment also has shown improvement in workingcapital involvement the No. of Inventory days has been reduced to 41 days as compared to52 in Q4FY20 the Debtors days has been reduced to 32 days in Q4FY21 as compared to 34 inQ4FY20 and Net Working Capital days reduced to 56 days as compared to 76 days in Q4FY20.

Through continuous focus on value added product cost optimisationmanpower cost electricity logistic and other manufacturing cost along with operatingefficiencies top line and bottom line of the segment improved substantially.

The Company's Hindupur Unit (A.P) has successfully completed itsexpansion program of 2 lakh M.T per annum capacity of ERW pipes along with Galvanisedpipes during the year. With the addition of the third GI line the production capacity ofGalvanises Pipe (GI Plant) has increased considerably. Further during the reported yearthe Company has approved new capacity addition of 72 metric tonne per annum of sectionpipes (300*300) through direct forming technology (DFT) at its Gwalior unit with a totalcapex of around Rs. 35 Crores and which is expected to be commissioned by second quarterof FY22. This capex will enable the segment to further improve its value added offering oflarger diameter pipes.

The Steel pipes and strips performance during the year under reviewlooks promising with higher contribution from value added products viz. API GI Pipes andExports which will continue to drive improvement in EBITDA margins.

ANJAR (KUTCH)

The unit which is established in the year 2010 on 92 Acres are in closeproximity to two major Kandla and Mundra port gives strategic advantage in exports andimports. The unit exports more than 70% of its production. The unit has successfullymanufactured API 5L X - 70 PSL2 Grade pipe for Oil & Gas Industry.

The Company has established world's one of the best 3LPE Coatingfacility having latest technology from Selmer Netherland at its unit with an installedcapacity of 1850000 Sq. mtr. for External and 1100000 Sq. mtr. Internal Coating forpipes ranging from 4" to 64" diameter. The 3LPE coated pipe unit in the lastyear remained fully engaged generated sales of Rs. 416 crore of 3LPE Coated Pipes.

Seeing the huge domestic requirements and flow of enquiries from GlobalMarkets the Company goes for expansion programme by installation of second 3LPE CoatingLine at the existing unit last year and has successfully commenced on 31st March 2021the Commercial Production of its second line for manufacturing of 3LPE Coated Pipes withan installed capacity of 9 Lakh square meter per annum over and above the existinginstalled capacity of 1850000 Sq. mtr.

Presently the Company have a total order book of Rs. 1050 croresmajority from oil and gas sector CGD for 3LPE coated pipes. With the commencement of theaforesaid second 3LPE Coating line under the approved expansion programme the Companywill be benefitted by higher capacity utilisation of its existing Spiral and ERW API Pipesfacilities with increase in the share of high value added pipes and achieve savings inlogistic & coating charges. This shall further be leveraging the presence of theCompany in the domestic as well as Global 3LPE Coated Steel Pipes for Oil and Gas(including CGD) sector leading to improvement in top and bottom line of the Company.

The Company continue to maintain its supremacy in the domestic marketand is now at par with all the leading global pipe manufacturers in terms of supplyinghigh quality of API line pipes with internal & external coating. Different types ofcoating like 3LPE 3LPP FBE (single & dual layer) and internal epoxy coating arecarried to safeguard the pipe from rusting and also increases the life of the pipe.Different other pipes specifications such as EN BS AUSTRALIA & ASTRA GRADE are alsomanufactured by the Company.

The wide acceptance of Company's steel pipe products are evident withits expanding market share and brand preference. As world-class quality products of theCompany are being sold by 250 dealers and 21000 retailers across India and are also beingexported to more than 50 countries across the globe namely UAE Australia Egypt EUCanada US etc.

The Government thrust on projects like increasing the share of gas inenergy mix City Gas Distribution network improved focus on domestic water segmentirrigation projects allocation in ‘Har Ghar Jal' scheme etc. will be benefiting theCompany as it has immense infrastructure already built in terms of large scalemanufacturing facilities and wide spread distribution network.

LIGHTING & CONSUMER DURABLES

During FY21 the Company registered Consolidated Revenue from operationsof Rs. 1240.13 crore as compared to Rs. 1247.97 crores in FY20. The EBITDA had been Rs.127.91 crore in FY21 as compared to Rs. 101.82 crore in FY20 registers an increaseof 26%. The Cash Profit had reported a growth of 60% to Rs. 115.40 croreas compared to Rs. 72.23 crores achieved in FY20. Profit before tax registered animprovement of 103% on year-on-year basis to Rs. 86.12 crores as compared toRs. 42.47 crores achieved in FY20. The Home Appliances section registered a

17% growth in FY21 over the previous corresponding year.

The Consumer Lighting Professional Lighting along with our consumerdurable business continue to drive our growth as the Company keep on introducing newproducts to make it an FMEG Company and are working on developing new productscontinuously at its R&D centre at Noida. During the Q4FY21 the segment also has shownimprovement in working capital involvement the No. of Inventory days has been reduced to66 days as compared to 98 in Q4FY20 the Debtors days has been reduced to 70 days inQ4FY21 as compared to 94 days in Q4FY20 and Net Working Capital days reduced to 67 days ascompared to 138 days in Q4FY20.

During the year the Company was able to reduce the working capitaldays to 77 days in this business as on 31st March 2021 from 134 days with a substantialimprovement from March 2020.

In regard to the Consumer Lighting Business the

Company is one amongst the first lighting company in India to introduceenergy-efficient lighting solutions. Ranked as one of the most respectful and trustedbrand for lighting product in India Surya manufacture all the LED products in-housebacked by strategic marketing initiatives and strong trade channel. During the year theCompany has introduced more premium range of LED Down- lighters Battens Lamps StreetLights Flood Lights other decorative luminaires.

Surya offers wide range of LED products ranging from 0.5w to 25wLamps Down-lighters LED Panels LED Street lights & LED Hi-bays for Lightingsectors. Many new products such as High Beam Angle LED Lamps Color Change LED Lamps NewRange Down lighters LED Torch with Dry Cell Battery Rechargeable etc. is also introducedto cater to the growing demand of the customers. This gives Surya an edge over itscompetitors.

The Company's Professional Lighting Business is related to LEDFagade and Solar Lighting Products for Indoor Commercial and Industrial Lighting sectorsand to capture emerging opportunities in relation to Smart City DMRC Railway StationsFlyovers and bridges Temple Monuments and Tourist spots lighting. Solar products includeSolar Street Lights solar panels solar fans solar roof top domestic lighting.

Surya as a part of its CSR activities towards the society recentlyilluminated the Shri Kedarnath Temple in association with the Kedarnath Charitable Trust /Uttarakhand Tourism Department in an effort to provide permanent illumination of thetemple for the duration of the yatra with energy efficient ecofriendly and robustluminaire installation that can sustain the harsh weather conditions. The new illuminationmakes for a spectacular sighting of the temple sprucing up the magnificent structure andhighlighting the various facets of the building while being a substantially economicaland environment friendly lighting solution.

The Company's Consumer Durables Business which includes Fans HomeAppliance and Consumer Durables continue to receive good response and are liked amongstdistributors retailers as well as customers. Surya added value added and premium rangeof fans such as Plated fans Kids fans Under-lite fans Ventura Metallica all in premiumPlated finish and even fans with LED in more than 15 designs during the year. FurtherSurya Room Coolers ventured last year is receiving overwhelming response during the yearand registered decent growth.

The Company's Lighting and Consumer Durable is 75% B2C throughchannel partner out of balance 25% hardly 5% will be B2G the B2B which is there it isabout 20% mainly into professional lighting and the business is 100% through distributors.The contribution of LED products to the total lighting and consumer durable business wasabout 53% while 70% of the lighting business.

With government initiatives like building smart cities across India andstructural shift in the lighting industry towards LEDs the company is poised to grow byleaps and bounds in years to come.

FUTURE PROSPECTS STEEL PIPES & STRIPS

Steel plays a vital role in the development of modern economy andconsumption of steel widely taken to be an indicator of economic development. India hasbecome the world's 2nd largest Steel producer. Steel Pipe Industry continues to have astrong demand in traditional sectors such as construction housing transportationagriculture boring firefighting Infrastructure Oil & Gas sector and riverinterlinking etc. Various steps have been taken by the Govt. of India to boost steelproduction consumption and exports. As Indian economy surpass the drastic effects ofCOVID 19 Pandemic and become a preferred location for global manufacturing in medium tolong term shall make the company more competitive considering its strong brand presencePAN India operations and extensive dealer network mainly in rural and semi-urban areas.

Surya is the largest ERW GI pipe manufacturer and the largest exporterof ERW pipes in India. Surya continuously assess the requirement of its customers anddevelop the products accordingly. Surya developed and supplied GI pipe up to 24" diapipe during the year. Surya has good presence in Fire Fighting Agriculture Section andAPI pipes required for infrastructure household plumbing uses and Oil & Gas sector.

The Central Government Aatma Nirbhar Bharat

Abhiyaan provides ample emphasis to rural India agriculturemanufacturing and exports. The growth in rural India is expected to be higher than urbanin future. As company's major sale comes from rural semi urban & from exports andtherefore going forward the segments of the company shall bring healthy growth.

"Har Ghar Jal" - Piped water for all: Surya remainsoptimistic on high attention from the policy makers on future availability of drinkingwater and expansion of the piped drinking water for all. By an estimate India is home to18% Global Human Population with approximately 4% of Global Fresh Water resources. The percapita Annual Fresh Water availability was 5177 cubic meters in 1951 is likely to declineto 1140 cubic meters by 2050. To save and preserve water resources GOI has proposed tospend approx. 5 lakh crore for Har Ghar Jal scheme to provide tap water to nearly 150million households in India by 2024. Jal Jeevan Mission (JJM) has been launched inpartnership with states to enable every household in villages to have "FunctionalHousehold Tap Connection" (FHTC). JJM is implemented by Department of Drinking Water& Sanitation (DDWS) under Ministry of Jal Shakti (MJS). As on date only about 20% ofthe Rural Households have FHTC which is approx. 3.28 crore households and rest 80% ofhouseholds are targeted to have FHTC by 2024 which is approx.

14.6 Crore households. Currently the State of Uttar Pradesh &Himalayan states have expedited the Projects under JJM.

With the total estimated requirement of GI pipes envisaged under JJMscheme stands at approx. 1500000 M.T. for supplies till 2024 Surya leadingmanufacturer of GI Pipes with capacity of 3.60 lakh M.T. will be immensely benefited dueto its PAN India presence with the state of art Plants provide immense benefits withsavings in logistic cost. (Orders of 25000 M.T already awarded)

The Company will reap benefits from Oil & Gas / CGD sector asCommercial production of its second line manufacturing of 3 LPE Coating Pipe facilitycommenced from 31st March 2021 with an installed capacity of 9 Lakh square meter perannum over and above the existing installed capacity of 18.50 Lakh square meter at itsexisting campus of Anjar-Bhuj (Gujarat). With the commencement of the aforesaid second3LPE Coating line under the approved expansion programme the Company will be benefittedby higher capacity utilisation of its existing Spiral and ERW API Pipes facilities withincrease in the share of high value added pipes and achieve savings in logistic &coating charges

India has become the global pipe manufacturing hub primarily due to thebenefits of its lower cost high quality and geographical advantages. The globalaccreditations and certifications that the Indian companies possess have made thempreferred suppliers for many leading oil and gas companies in the world and particularlythose in Middle East North America and Europe. Since the global economy returned tosustained growth the domestic pipe industry is expected to accelerate into high growthtrajectory.

Looking to the brand image of "Prakash Surya" thedemand & supply scenario in South Indian market the Company's state of the art ERWPipe Manufacturing Mill at Hindupur (A.P) for production of Black Section and GI pipesalso starts yielding results. Further company derives benefits of economies of scale atlower capital cost and increased market share in the premium market of South Indialeading to savings in logistic cost and strengthening the overall Steel Pipe business ofthe Company.

Surya remains aggressive on building Brand value with new ageadvertisements and promotional activities. It continues to hold its leadership position inrural markets. With Government thrust on projects like increasing the share of gas inenergy mix City Gas Distribution network improved focus on domestic water segmentirrigation projects allocation in ‘Har Ghar Jal' scheme etc. will further boost thegrowth of the segments

LIGHTING & CONSUMER DURABLES

The Indian Lighting Industry has been making most of its products inIndia for more than 70 years now. However the advent of LED technology completely changedthe scenario for the industry as one had to rely on imported components in order to meetthe fast-growing demand for LED lighting in households in line with the government'svision of an energy- efficient India.

With the government's push of ‘Vocal for Local' and itsrecent announcement of a production-linked incentive (PLI) scheme for LED lightingproducts to boost manufacturing in India including large scale manufacturing of variousfinished goods as well as components to create an eco-system for local manufacturing ofLED lighting products and components in India.

The impact of COVID 19 outbreak last year is felt on the LightingIndustry. The Industry emerged stronger and is gradually moving from a largely unorganisedsector comprising smaller regional players towards an organised sector comprising PANIndia branded players. An increase in technological and product complexities an increasein marketing consumer reach and branding activities and the entry of the newer playerhave all led to increase in the proportion of the share for the organised sector.

In Consumer Lighting Company is focused on further improvingits distribution and reach in High Potential Low Market Share areas with a very targetedapproach. There will be several New Product Launches across categories and segments.Surya will also launch more Smart Lighting products. The Company will continue toaggressively drive Channel Financing and increase the use of Automation to drive salesforce effectiveness. High growth will be driven in CSD and KPKB.

We at Surya Roshni manufacture all the LED products in-house. TheLEDs manufactured at its fully integrated plants in Kashipur (Uttarakhand)

and Gwalior (Madhya Pradesh) supported by Surya Technology &Innovation Centre (STIC) at Noida - an advanced state-of-the-art lighting and researchcentre with specific focus on LED ensure products are energy-efficient with extremelylower maintenance cost high brightness soothing light effect high-power factor andwide operating voltage range operation in extreme temperatures - which ensure energysavings and comes with the facilitation of a remarkable life span. The group manufacturesquality LED products with a world class manufacturing infrastructure.

The LED lamps assembly process is equipped with automatic head assemblymachines at Kashipur and Gwalior Plants. These machines are developed in-house bycompetent team members with an innovative approach. It is the most production friendly anddeliver the best quality of products. Surya Roshni established PCB Assembly Unit atGwalior & Kashipur plants with state-of-the-art automatic component insertion machinesfor both types of Axial and SMD components. The Company have a world class setup havingSurface Mount Technology (SMT)/ AI machines of FUJI/JUKI/Yamaha for assembly ofdriver/MCPCBs for LED lamps/T-8 LED Tube Lights and Street Lights. All the SMT machinesare fine pitch machines being used to insert chip components of all packages using SMT.These machines are used for mounting chip components for LED driver/MCPCBs. We areadhering to the best quality practices to deliver a zero defect product so as to meet ourcustomer's expectation.

Surya manufacture all the LED products in-house backed by strategicmarketing initiatives and have strong trade channel.

In Professional Lighting the Company will further strengthenits Key Account Management Projects and Design teams to increase its penetration in highpotential customers and to strengthen project execution. The Company will also strengthenits EPC business. There will be several New Product Launches across segments includingseveral Smart Products and Solutions. Fagade Lighting and Solar Lighting will continue tobe high growth areas for us.

In Consumer Durables the Company will focus on gaining marketshare in High Potential Low Market Share areas to expand its Fans and Home AppliancesBusiness.

FAN DIVISION

Fan Business progression in the last 7 years have been exceptionalSurya main focus have been in the Energy Efficiency Segment and building the Premium FanCategory which have been witnessing high growth within the Fan segment. Surya Endeavourhas been to consistently increase the value to all stakeholders in the business mainlyconsumers dealers suppliers and employees.

Surya Fans is one of the fastest growing brands in the Indian FansIndustry in the recent years and as part of IFMA Surya's Fan volume exceeded 20 lacsunits in the financial year 2020-21.

Surya Fan has made its presence felt in all the segments be iteconomy premium decorative energy efficient fans and fresh air fans. Infact theCompany had further strengthened its presence in economy and decorative range of Fans withlaunch of Shakti Plus Race HS Tejas and expanded the range of Altus Premium Fans interms of wider color choices for its discerning consumers. The products were designed tocreate higher product and brand image in the market.

The market presence and network have also expanded over the years andspecial focus have been made to expand into CPC/CSD segments and also offer Surya Fansthrough the E-commerce channel the significance of this channel have been felt more so inthe last year due to the pandemic faced during the last year. During the year Company hasalso expanded its Authorised Service Centers for faster resolution of the consumer callsat a nick of time. The Company will expand its range of fans across types and pricepoints.

HOME APPLIANCES

Surya Domestic Appliances business during the last year have been onthe growth momentum. Since its inception the products and services are unique innovativein design superior in product performance and offered exceptional value to the consumers.

Water Heaters and Room Heaters product category had witnessed sizeablegrowth in all the capacities and models. More focus on the premium model Qubo 25L &Qubo 15L and mass premium model Arctic 10/15/25 L series was done in order to attainhigher market presence and market share. In the Room Heater Category Oil Filled Radiatorsin the 11Fins and 13 Fins had witnessed quantum jump in sales and were receivedenthusiastically by the consumers.

In the kitchen appliances segment the new product launches were donein the Mixer Grinder Segments like Galaxy 750 watts and Kettles range was furtherexpanded with Vetro Glass kettles and a new series of Sandwich Toasters. In the InductionCooktops segment 3 new models were launched Indicook V Indicook MR and Indicook PRithis product segment also witnessed exceptional growth.

The Company will launch several New Products in Applicances includingin Water Heaters Room Heaters Room coolers Mixer Grinders and induction cook-tops.

Since the launch few years back Surya have been recognised as a majorDomestic Appliances Brand and have been able to consistently offer product and brandexperience for the customers the constant hendeavour is to offer superior value to thecustomers and be the first choice in the Domestic Appliances Business.

BRAND VISIBILITY

LED Business continues to contribute 72% of total lighting products andwith new range of Architectural Fagade Lighting Decorative Indoor Industrial and StadiumLighting luminaire range promises to add a vertical growth from specifiers and architectsegment.

Surya ranked among the most respectful and trusted brand for lightingproduct in India has a strong foothold in rural and semi urban areas. It is the onlyIndian Company which has completely backward integrated business model where disruptiondue to imports from China will be minimal. With strong brand presence PAN Indiaoperations extensive dealer network mainly in rural and semi-urban areas improvement ingeneral consumer sentiments and with continuous focus of Government of India on AatmaNirbhar Bharat Abhiyaan we are well poised to achieve new heights with healthy growthin top line and bottom line.

RESEARCH AND DEVELOPMENT CENTRE

To make Surya Roshni as one of the market leaders in Lighting Industryin India under the guidance of Management strong marketing cost effective production byplants along with a strong focus on development and introduction of new LED products andtechnologies has played a crucial role. Surya Technology and Innovation Centre (STIC) isat the heart of this growth and has contributed immensely towards achieving the positionpresently enjoyed by the company.

STIC has been involved in the research and development of LED lightswith many unique and first-in-class features. STIC has invested in various resourcesrequired for the mechanical electronics and optical development. Company's experiencedMechanical engineers design new lights ensuring that the lights meet the bestmanufacturing and quality standards. Since electronics is at the heart of the LED lightsso in order to ensure high quality and high reliability we design and develop our ownelectronic drivers for use in our vast range of LED lights. In recent times we havedeveloped dimmable drivers programmable drivers luminaires with Astrotimer basedcontrol LDR based controls and drivers with several other features. All kinds ofmechanical electrical and safety tests are performed on the products to ensureperformance of products during adverse electrical and environmental conditions.

Surya Photometric Testing Laboratory which is NABL accredited has thecapability to carry out measurements for light distribution pattern illuminance luminousflux chromaticity color temperature (CCT) color rendering index (CRI) of light sourcesand luminaires. The lab is equipped with a High speed Mirror Gonio photometer (Type C)from LMT Germany - the best equipment available for measurement of luminous output andintensity distributions of light sources luminaires and for testing of optical design oflighting system along with a 2m Integrating sphere luminance meter and illuminance metersmaking it one of most well equipped Photometric testing lab in India.

Company plan to extend the scope of luminaire testing by establishingElectrical Testing Laboratory and getting it as NABL accredited which will have hugebenefits in the business with government departments and agencies. STIC has beenrecognised as an R & D Centre by DSIR (Department of Scientific & IndustrialResearch Ministry of Science & Technology).

Surya are also working towards development of smart products both inthe Commercial and Professional Lighting segments to keep in line with the latest trendswith the markets. Some products have been launched and some are under different stages ofdevelopment and testing.

Thus STIC is actively enabling Surya Roshni to provide the most energyefficient safe reliable and environment- friendly lighting products with its ability todo the best-in-class research design and development and thus contributing towards GreenIndia.

OUTLOOK

In-spite of the effect of the pandemic on the economy the Companyemerge strongly with its continuous cost reduction overhead rationalisation value addedproducts and creating demand for different applications of its products. With strongemphasis of Government on Aatma Nirbhar Bharat Abhiyaan and Vocal for Local and recentlyannounced PLI Scheme for LED Lighting products / components higher demand fromagriculture manufacturing exports and from rural India is expected in future. Ascompany's major sale comes from rural semi urban & exports and therefore goingforward both the segments of the company shall be performing well. With both short termand long term strategies in place the Company aligned its resources to the needs of theindustry and customers to achieve its future goals.

2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the provisions of Section 134(3)(i) of the Companies Act 2013no material changes or commitment affecting the financial position that have been occurredbetween the end of the financial year of the Company to which the financial statementsrelates to the date of the report.

3 CHANGE IN THE NATURE OF BUSINESS IF ANY :

There was no change in the nature of business of the Company during theyear under review.

4 DIVIDEND:

Pursuant to Regulation 43A of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 (as amended) the Company has DividendDistribution policy which is available on the Company's website at the following link: https://surya.co.in/assets/upload/Dividend-Distribution- Policy.pdf The Board considering theCompany's performance and financial position for the year under review recommended afinal dividend pay-out of Rs. 1.50 per equity share for the year ended 2020-21 subject toapproval from the shareholders at the ensuing AGM and shall be subject to deduction ofIncome Tax at Source (TDS).This takes the total dividend pay-out for the current financialyear to 30% (including 1st Interim Dividend of 15% paid in November 2020). The outflow onaccount of final equity dividend will be Rs. 8.16 crore.

The final dividend on equity shares if approved at the Annual GeneralMeeting will be payable to those shareholders whose names appear on the Company'sregister of members on 3rd September 2021. In respect of shares held in dematerialisedform the final dividend shall be payable on the basis of beneficial ownership as at 3rdSeptember 2021 as per the details furnished by National Securities Depository Ltd./Central Depository Services (India) Ltd. for the purpose as on that date.

5 BOARD MEETINGS:

Under the Law the Board of Directors must meet at least once in aquarter and four times a year with a maximum time gap of 120 days between any twomeetings to consider amongst other business the quarterly performance of the Company andfinancial results. The Board meeting of the Company are held during the financial year2020-21 in compliance to the provisions of the Act and Listing Regulations. However SEBIvide its circular SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated 19th March 2020 and subsequentcircular SEBI/HO/ CFD/CMD1/CIR/P/2020/106 dated 24th June 2020 had extended the time forsubmission of financial results for the quarter/ financial year ended 31st March 2020 toJune 30 2020 and further extended to 31st July 2020 due to the continued impact of theCOVID 19 pandemic.

In view of the said relaxation as provided by SEBI vide abovecirculars the gap between the two Board meetings held on 25th June 2020 and for BoardMeeting held on 12th February 2020 is of 133 days.

During the last financial year our Board met four times on 25th June2020; 30th July 2020; 29th October 2020 and 27th January 2021.

SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards i.e. SS-1and SS-2 relating to ‘Meetings of the Board of Directors' and ‘GeneralMeetings' respectively.

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL: Re-appointment of Directorto Retire by Rotation:

As per Article 77 of the Articles of Association of the Company ShriVinay Surya (DIN - 00515803) retire by rotation and being eligible offer himself forreappointment.

Appointment of Independent Woman Directors for 1st Term.

The Board of Directors on the recommendation of Nomination andRemuneration Committee (NRC) through Circular resolution passed on 2nd September 2020 hasappointed Smt. Bhavna Kasturia (DIN - 08858309) as an Additional Independent WomanDirector and proposed her name(s) for appointment for a first term of five consecutiveyears w.e.f. 2nd September 2020 to 1st September 2025 which was subsequently approved bythe shareholders at the Annual General Meeting held on 23rd September 2020 as per theprovisions of the Companies Act 2013 read with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Appointment of Key Managerial Personnel (KMPs)

As per the provisions of section 203 of the Companies Act 2013following officials as named below are Key Managerial personnel of the company during theyear 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 ED & CEO (Steel Operations)
Sh. Nirupam Sahay ED & CEO (Lighting)
Sh. B B Singal Sr. V.P & Company Secretary

During the year under review Shri Ramanjit Singh Ex CEO of Lighting& Consumer Durables had been superannuated and in his place Mr. Nirupam Sahay has beenappointed as Executive Director and Chief Executive Officer (Lighting). He has done MBAfrom Narsee Monjee Institute of Management Studies Mumbai and an advanced Managementprogram from Wharton. Mr. Nirupam has a career spanning over 26 years in Sales MarketingOperations and General/P&L Management across the industries of paints consumerdurables financial services and lighting. His recent role in Philips Lighting (Signify)was as Senior V. P. and Global Business Leader and before that as President and CEOPhilips Lighting (Indian sub-continent). He has also served ELCOMA as president during2012 - 2014.

There was no other change except above in Key Managerial Personnel ofthe Company.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each IndependentDirector of the Company under Section 149(7) of the Companies Act 2013 that theIndependent Directors of the Company meet with the criteria of their Independence laiddown in Section 149(6) of the Companies Act 2013.

FAMILARISE PROGRAMME FOR INDEPENDENT DIRECTORS

In view of the provisions of Regulation 25(7) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Companies Act 2013 afamiliarisation programme for Independent Directors was provided during the year to makethem update on the recent amendments in the provisions of the SEBI and Corporate Laws. Adetailed familiarisation programme was prepared by representative of CorporateProfessional leading firm of Corporate Law Consultants of the recent amendments on theCompanies Act 2013- Recent Company Law Updates which was circulated to every Director onthe Board of the Company who express happiness over the same. The detailed familiarisationprogramme for Directors was uploaded on the ' ‘website of the company at thefollowing link: https:// surya.co.in/assets/upload/Recent-Company-Law- Updates.pdf

8. COMPOSITION OF AUDIT & OTHER COMMITTEES

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

Name of the Members Director Identification No. Category
Sh. Krishan Kumar Narula 00098124 Chairman ; Independent - Director
Sh.TaraSankar Sudhir Bhattacharya 00157305 Member ; Independent - Director
Sh. Surendra Singh Khurana 02126149 Member ; Independent - Director

All members of audit committee are financially literate and haveaccounting and related financial management expertise. Audit Committee as formed abovemeet the criteria as provided in Regulation 18 read with Part C of Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and also meet theprovisions of Section 177 of the Companies Act 2013.

The Audit Committee is responsible for overseeing of the company'sfinancial reporting process reviewing the quarterly/half-yearly/ annual financialstatements reviewing with the management on the financial statements and adequacy ofinternal audit function recommending the appointment / re-appointment of statutoryauditors and fixation of audit fees along with reviewing and monitoring the auditor'sindependence and performance reviewing the significant internal audit findings / relatedparty transactions reviewing the Management Discussion and Analysis of financialcondition and result of operation. Matters to be included in Director's ResponsibilityStatement form part of the Board Report compliance with listing and other legalrequirements relating to financial statements scrutiny of inter-corporate loans andinvestments valuation of undertaking or assets of the company. The Committee acts as alink between the management external and internal auditors and the Board of Directors ofthe Company. The Committee discussed with the external auditors their audit methodologyaudit planning and significant observations / suggestions made by them. The Committee alsodiscussed major issues related to risk management compliances review the functioning ofWhistle Blower mechanism and approval of appointment of Chief Financial Officer.

As per Rule 6A of the Companies (Meeting of Board and its Powers)Rules 2014 and in compliance to regulation 23(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 committee to recommend to grant Omnibusapproval for proposed related party transactions which are foreseen and for unforeseentransactions as per the framed specified criteria on an annual basis

In addition the Committee has discharged such other role/function asenvisaged under Part C of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (referred to as ‘Listing Regulations' with the StockExchange ) and the provisions of Section 177(4) of the Companies Act 2013.Audit Committeeof the Company discharged its role and duties with great commitment and further anyrecommendations made by the

Audit committee within the terms of its reference is considered andapproved by the Board accordingly. No recommendation of the Audit Committee is turned downduring the year under review.

Nomination and Remuneration Committee

The composition of the Committee is as follows:

Name of the Members DIN Position Category
Shri Krishan Kumar Narula 00098124 Chairman Non Executive Independent
Shri Ravinder Kumar Narang 02318041 Member Non Executive Independent
Shri Surendra Singh Khurana 02126149 Member Non Executive Independent

The Nomination and Remuneration Committee is responsible for-

• Identifying persons who are qualified to become directors andwho may be appointed in Senior Management in accordance with the criteria laid down andrecommend to the Board their appointment and removal;

• Shall specify the manner for effective evaluation of performanceof the Board its committees and individual directors and review its implementation andcompliances.

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

In addition the Committee discharged such other role/function asenvisaged under Regulation 19 read with Part D clause A of Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and as per the provisions ofSection 178 of the Companies Act 2013.

Remuneration Policy

Remuneration Policy as framed by the Committee and approved by theBoard keeping in view the provisions of Section 178 of the Companies Act 2013 andRegulation 19 read with Part D clause A of Schedule II of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The policy inter alia provides for thefollowing :

a. attract recruit and retain good and exceptional talent;

b. list down the criteria for determining the qualifications positiveattributes and independence of the directors of the Company;

c. ensure that the remuneration of the directors key managerialpersonnel and other employees is performance driven motivates them recognises theirmerits and achievements and promotes excellence in their performance;

d. ensure a transparent nomination process for directors with thediversity of thought experience knowledge perspective excellence in theirperformance;

e. fulfil the Company's objectives and goals including in relation togood corporate governance transparency and sustained long term value creation for itsstakeholders.

EVALUATION CRITERIA

As per the provisions of section 178(2) of the Companies Act 2013 andClause VII & VIII of Schedule IV of the Act read with SEBI (Listing Obligations andDisclosure Requirements) Regulations2015 Nomination and Remuneration committee carriedout annual performance evaluation of Director's according to their roles and duties on theBoard of the Company and in particular considered the following aspects -

a. The skills relevant experience expertise and personal qualitiesthat will best complement 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 Shri Krishan Kumar Narula (Non-executive -Independent Director) has the mandate to review and redress stakeholder grievances. TheComposition of the committee is as follows:

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

Risk Management Committee

In compliance to the SEBI (Listing Obligations and DisclosureRequirements) (Second Amendment) Regulations 2021 effective from 5th May 2021 the Boardof Directors has constituted the Risk Management Committee on 25th May 2021.

Composition / name of members and chairperson

The Committee headed by Shri Krishan Kumar Narula (Non-executive -Independent Director) shall discharge the role and responsibilities as specified in Part Dof Schedule II of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time. The Compositionof the committee is as follows:

Name of the Members DIN Position Category
Shri Krishan Kumar Narula 00098124 Chairman Non Executive Independent
Shri Sunil Sikka 08063385 Member Non Executive Independent
Shri Kaustubh N Karmarkar 00288642 Member Executive Non Independent
Shri Tarun Baldua Member ED & CEO -Steel Operations
Shri Nirupam Sahay Member ED & CEO - Lighting

9. WHISTLE BLOWER POLICY (VIGIL MECHANISM) :

As per the provisions of Section 177(9) & (10) of the CompaniesAct 2013 read with 4(2)(d)(iv) of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 the Company 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 company at thefollowing link: https://surya.co.in/assets/upload/162928_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 accountingstandards had been followed along with proper explanations relating to materialdepartures;

b) 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;

c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Details in respect of frauds reported by auditors under section 143(12)of the Companies Act 2013

During the year under review there were no frauds reported by theStatutory Auditors to the Audit Committee or the Board under section 143(12) of theCompanies Act 2013.

11 MAINTENANCE OF COST RECORDS

As per the provision of Section 148(1) of the Companies Act 2013 andCompanies (Accounts) Rules 2014 read with Ministry of Corporate Affairs circular G.S.R725(E) dated 31st July 2018 we hereby states that the Company has made and maintainedCost Records as per Companies (Cost Records and Audit) Rules 2014 as amended from time totime.

12 CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Act and Listing Regulationsread with Ind AS-110- Consolidated Financial Statement the consolidated audited financialstatement forms part of the Annual Report.

13 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year Company has a sole non-listed Indian Wholly-OwnedSubsidiary namely SURYA ROSHNI LED LIGHTING PROJECTS LIMITED (CIN - U31200DL2019PLC344720)having an authorised capital of Rupees Five Crore and paid-up capital of Rupees ThreeCrore eighty five lakh as a Special Purpose Vehicle (SPV).

A statement providing details of performance and salient features ofthe financial statements of the Subsidiary company as per Section 129(3) of the Act isprovided as Annexure I to the Report and therefore not repeated to avoidduplication. Further during the year under review no company have become / ceased to beour subsidiary / Associate Company.

14 ANNUAL RETURN:

As per the provisions of section 92(3) of the Companies Act 2013 andrule 11 of the Companies

(Management and Administration) Rules 2014 copy of annual return hasbeen placed on the website of the company at the following link: https://surya.co.in/assets/upload/Annual_Return_2020-21.pdf

15 AUDITORS AND AUDIT REPORT:

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act 2013the members at the Annual General Meeting of the Company held on 29th December 2017appointed M/s Ashok Kumar Goyal & Co Chartered Accountants (firm registration No. -002777N) as Statutory Auditors of the Company from the conclusion of 44th Annual GeneralMeeting till the conclusion of 49th Annual General Meeting covering one term of fiveconsecutive years subject to ratification by the members at each intervening annualgeneral meeting.

In view of the amendment to the said section 139 through the Companies(Amendment) Act 2017 notified on 7th May 2018 ratification of auditors' appointment isno longer required. However under section 142 of the Companies Act 2013 members of theCompany at the 44th Annual General Meeting authorised the Board of Directors of theCompany to fix Auditors' remuneration for the period of their appointment as deem fit andproper.

The Statutory Audit Report for the year 2020-21 does not contain anyqualification reservation 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 hasappointed M/s R J Goel & Company (a Cost auditor firm) as Cost Auditors for conductingthe audit of the cost records of the Company for the financial year 2020-21.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed Messrs S G S Associates a firm of Company Secretaries in Practice toconduct Secretarial Audit of the Company for the financial year 2020-21. The SecretarialAudit Report for the financial year ended March 31 2021 is annexed herewith and marked asAnnexure II to this report. The Secretarial Audit Report(s) does not contain anyqualification reservation or adverse remark.

16 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:

Information on Conservation of Energy technology absorption foreignexchange earnings and outgo is required to be given pursuant to the provisions of section134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are annexedhereto and marked as Annexure - III and form part of this report.

17 DETAILS RELATING TO DEPOSITS

The Company has not accepted deposits under Chapter V of the CompaniesAct 2013 and as per the provisions of Section 74(1)(b) of the Companies Act 2013Company had made pre- payments repayments or outstanding unclaimed deposits on or before31st March 2015 to all the public depositor of the Company. At the close of the year 77depositors aggregating to Rs. 8.77 lakh to whom prepayment and Interest cheques wereissued but not cleared.

18 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review there were no significant and materialorders passed by the regulators or courts or Tribunals which may impact the going concernstatus of the Company and its operations in future.

19 INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

SURYA Internal financial controls with reference to the financialstatements are adequate and operate effectively and ensures orderly and efficient conductof its business including adherence to its policies safeguard its assets prevent anddetect frauds and errors maintain accuracy and completeness of its accounting records andfurther enable it in timely preparation of reliable financial information. During theyear such controls were tested and no reportable material weakness in the design oroperation were observed.

The company is having an independent Internal Audit Department assistedby external professionals for assessing and improving the effectiveness of internalfinancial control with reference to financial statements and governance. To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee.

20 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

As per the provisions of section 186(4) read with Rule 11 of theCompanies (Meetings of Board and its Powers) Rules 2014 the particulars of loans giveninvestments made guarantees given and securities provided along with the purpose forwhich the loan or guarantee or security is proposed to be utilised by the recipient areprovided in the Standalone Financial Statement (Please refer Note 6 and 44 to theStandalone Financial Statement).

21 RISK MANAGEMENT POLICY :

In line with the provisions of Section 134(3)(n) of the Companies Act2013 and Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Company have developed a Risk Management Policy for ensuringsustainable business expansion with stability and to promote an upbeat approach towardsrisk mitigation and minimisation. The main objectives of the Risk Management Policy are:

• To ensure that all the current and future material riskexposures of the Company are identified assessed quantified appropriately mitigatedminimised and managed.;

• To protect brand value through strategic control and operationalpolicies;

• To establish a framework for the Company's risk managementprocess and to ensure companywide implementation;

• To ensure systematic and uniform assessment of risks relatedwith different functions of the Company;

• To enable compliance with appropriate regulations whereverapplicable through the adoption of best practices.

Board assess several types of risks which the company is exposed tofrom time to time which is provided in Management Discussion and Analysis (MDA) to theReport and therefore not repeated to avoid duplication.

22 CORPORATE SOCIAL RESPONSIBILITY POLICY :

To attain Company's Corporate Social Responsibility objectives Boardhas constituted Corporate Social Responsibility Committee (referred to as "CSRCommittee") as per the provisions of Section 135 of the Companies Act 2013.

Composition / Category / name of members and chairperson

The CSR Committee comprises of three Directors. The names along withcategories of the members at the meeting was as follows:

Name of the Members DIN Category
1 Shri Jai Prakash Agarwal 00041119 Member
2 Shri Raju Bista 01299297 Member
3 Shri Krishan Kumar Narula 00098124 Chairman; Indepedent Director
4 Shri Kaustubh N Karmarkar 00288642 Member

During the last financial year three CSR Committee meetings were heldon 24th June 2020; 28th October 2020 and 25th January 2021.

To attain the objectives of Corporate Social Responsibility in aprofessional and integrated manner CSR Committee framed the Corporate SocialResponsibility Policy of the Company. Further in compliance to the provisions of Section135 the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy)Rules 2014 as amended by the Companies (Corporate Social Responsibility Policy) AmendmentRules 2021 effective from 21st January 2021 the Board of Directors at its meeting on25th May 2021 had approved the Revised Corporate Social Responsibility Policy (referredto as "CSR Policy") as recommended and formulated by the CSR Committee.

"Surya Roshni Limited CSR Policy" framed as per theprovisions of Section 135 and Schedule VII of the Companies Act 2013 describes andcontains the Company's philosophy for delivering its responsibility as a corporate citizenand lays down the guidelines process and mechanisms for undertaking socially usefulprogrammes for welfare and sustainable development of the community at large. The keyobjective is to eradicating hunger poverty and malnutrition; Promoting health care;making available safe drinking water & Sanitation; Promoting education; enhancingvocational skills & livelihood enhancement projects; Women empowerment; Promoting ofhome and hostels for women and orphans; Reducing inequality faced by socially andeconomically backward groups; Animal welfare / animal care; Promoting Art & Culture;Contribution to Prime Minister Relief Fund; Rural development projects; and addressingenvironmental issues.

The detailed Corporate Social Responsibility Policy of the Company isavailable on the website ofthe Company at the following link: https://surya.co.in/assets/upload/Revised-CSR-Policy.pdf

The Company discharged its responsibilities through Surya Foundationa social NGO established in 1992 with established track record of more than 28 yearsto undertake CSR related activities and further is an eligible implementing agency inaccordance with the provisions of section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014.

The CSR projects or programs or activities undertaken by the Company asper the Company's CSR Policy in India only which includes Adarsh Gram YojanaNaturopathy Health Camps. The Company prefer to take up projects for spending the amountearmarked for CSR at local areas and regions where the Company operates.

During the year under review Company spends Rs. 3.17 crore oncorporate social activities being not less than two percent of the average net profits ofthe company(s) made during the three immediately preceding financial years as requiredunder the provisions of Section 135(5) of the Companies Act 2013. No amount was leftunspent during the year under review on CSR activities.

Annual Report on Corporate Social Responsibility activities of thecompany for the financial year 202021 as amended by the Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021 on CSR activities is annexed as AnnexureIV to the Board's Report.

All expenses and contributions for CSR activities are made afterapproval from the Chairman of the CSR Committee which are placed before the CSRcommittee. The Chairman ensures that the expenses/contribution made are in compliance withthe CSR Policy.

23 CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts or arrangements or transactions at arm'slength basis with Related parties referred to in Section 188(1) in Form AOC- 2 is providedin ANNEXURE - V to the Board's Report.

As per the requirements of section 188 of the Companies Act 2013 readwith Rule 15 of the Companies (Meetings of Board and its Powers) Rules 2014 read withRule 6A of the Companies (Meeting of Board and its Powers) Rules 2014 and Regulation 23of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 revisedpolicy on Materiality of Related Party Transactions and also on dealing with Related PartyTransaction has been framed to ensure the proper approval and reporting of transactionsbetween the Company and its Related Parties.

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon arm's length basis. During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.

The policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on the Company'swebsite at the following link : https://surya.co.in/assets/upload/143834_Related_Party_Transaction_Policy.pdfYour Directors draw attention of the members to Note No. 47 to the Standalonefinancial statement which sets out related party disclosures.

24 ANNUAL EVALUATION OF DIRECTORS AND BOARD AS A WHOLE:

Pursuant to the provisions of Section 178 of the Companies Act 2013and Clause VII of Schedule IV of the Act and in compliance with SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 and other applicable regulations referredto 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 andRemuneration Committee in regard to performance evaluation of Non- executive Directorsincluding the chairman of the Company and the Board as a whole Independent directors atits meeting review the -

• Evaluation of the Performance of the Non - Independent Directorsand the Board as a Whole.

• Evaluation of the performance of the Board

Committees including Audit Committee Nomination and RemunerationCommittee

Corporate Social Responsibility Committee

Stakeholders Relationship Committee and Other Compliance Committees.

• Evaluation of the Performance of the Chairman of the Companytaking into account the views of Executives and Non-Executive Directors.

• Evaluation of the quality content and timelines of flow ofinformation between the Management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

A separate exercise was carried out to evaluate the performance ofindividual director including the Chairman and Independent Directors and evaluate theBoards Performance Board Committees performance by the Nomination and RemunerationCommittee and submit its recommendation for review at the Independent Directors meeting.

Based on the recommendations of the Nomination and RemunerationCommittee Independent directors at their meeting held on 17th March 2021 reviewed andevaluated the performance of Non-Independent Directors including the Chairman and furtherreview and evaluate the Boards Performance Board Committees performance and submit itsreport to the Chairman of the Company for assessment.

The performance evaluation as carried out by the Nomination andRemuneration committee and Independent Directors at their respective meetings were basedon Feed - back form received from Directors. Feed-back form carried a structuredquestionnaire prepared after taking into consideration various aspects of the Board'sfunctioning and submit their report accordingly.

Pursuant to the provisions Section 134(3)(p) and Clause VIII ofSchedule IV of the Companies Act 2013 other applicable provisions of the Act and incompliance with the provisions of Regulation 17(10) 19 and 25(4) read with Part D ofSchedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015referred to as the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January 2017on Guidance Note on Board evaluationformal annual evaluation has been made by the Board after reviewing each and everyparameter of Performance evaluation of Board as a whole its Committees and that of everyindividual director (including Independent Directors) in detail and after taking intoconsideration the report submitted by NRC and Independent Directors on performanceevaluation collectively submit Comprehensive Annual Evaluation Performance Report inregard to its own performance its Committees viz. Audit Committee Nomination &Remuneration Committee Stakeholder's Relationship Committee Corporate SocialResponsibility Committee and other Compliance Committees and that of individual directorsincluding its Chairperson Managing Director Independent Directors and Non-independentdirectors accordingly. Directors expressed deep satisfaction with the entire performanceevaluation process.

25 LISTING WITH STOCK EXCHANGES:

The equity shares of the company were listed on the following StockExchanges during the financial year 2020-21:

BSE Limited The National Stock Exchange of India Ltd. Category
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 INE335A01012

 

The company has paid the Annual Listing Fees to both the StockExchanges for the Financial Year 2020-21 and 2021-22.

26 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Company has taken adequate steps to adhere to all the stipulations laiddown in regulations 17 to 27 46 and para C D and E of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 "ListingRegulations". A report on Corporate Governance is provided in Annexure -VI andform part of this Report.

Certificate from the Statutory Auditors of the company confirming thecompliance with the conditions of Corporate Governance as stipulated under Regulationsread with Schedules of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is attached to this report.

27 BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations the BusinessResponsibility Report (BRR) describing the initiatives taken by the Company from anenvironmental social and governance perspective is enclosed and marked as Annexure -VII

28 BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Boardin its success. We believe that a truly diverse board will leverage differences inthought perspective knowledge skill industrial experience age ethnicity genderwhich will help us to retain our competitive advantage. The Board as recommended byNomination and Remuneration Committee has adopted the Board Diversity Policy which set outthe approach to diversity of the Board of Directors.

29 GENERAL

i. EMPLOYEE STOCK OPTION SCHEME - SRL Employee Stock Option Scheme 2018("ESOS 2018")

The Shareholders of the Company approved the SRL Employee Stock OptionScheme - 2018 vide their Special Resolution dated September 28 2018. The Company as ondate has granted 644000 Options to its Employees. Further as on date Surya RoshniLimited Employees Welfare Trust has also acquired 800000 Equity Shares from the openmarket.

Disclosure with respect to Stock Options as required under sub-rule 9of Rule 12 of the Companies (Share Capital and Debentures) Rules 2014 and underRegulation 14 of the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 (‘the Regulations') are available in the Notes to theFinancial Statements and can also be accessed on the Company's website www.surya. co.inDuring the year there has not been any change in the Company's Employee Stock OptionScheme. The scheme is in compliance with the Regulations.

Your Company's Auditors Messrs. Ashok Kumar Goyal & Co. havecertified that the Employee Stock Option Schemes of the Company have been implemented inaccordance with the Regulations and the resolutions passed by the Members in this regard.

ii. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ("POSH Act") and Rules madethereunder the Company has formed an Internal Committee to address complaints pertainingto sexual harassment in the workplace. The Company policy mandates prevention of sexualharassment and to ensure a free and fair enquiry process with clear timelines forresolution.

Your Directors state that during the year under review there was nocases filed pursuant to Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

iii. As per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 referred to as the

Listing Regulations with the Stock Exchanges the compliancecertificate from Chairman Managing Director and Executive Director & Group CFO isgiven and marked as as Annexure - VIII to this report.

30 PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company is enclosed as per Annexure IX.

31 ACKNOWLEDGEMENTS

The Board places on record their appreciation for the continued supportfrom Financial Institutions Bankers Central and State Government Bodies Legal AdvisersConsultants Dealers Retailers other Business Constituents and Investors.

The Board also wish to place on record once again their appreciationfor the contribution made by the workers staff and executives at all levels to thecontinued growth and prosperity of the Company. The overall industrial relations remainedcordial at all the establishments.

for and on behalf of the Board of Directors
J P Agarwal
Place: New Delhi Chairman
Dated: 25th May 2021 DIN-00041119

.