suraj industries ltd Directors report

To, The Members, Suraj Industries Ltd

Your Directors hereby present the 31^st Annual Report along with the Audited Standalone and Consolidated Financial Statement of Accounts for the Financial Year ended March 31 2023.

FINANCIAL PERFORMANCE OF THE COMPANY

The financial performance of the Company for the year under review and comparative figures for the previous year are summarized below: (Amount in Lakhs)

Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Total Income	6822.45	4,128.50	6822.45	--
Total Expenses	6130.07	3,716.04	6130.07	--
Profit/(Loss) before Extra-ordinary Items and Exceptional Items	692.38	412.46	692.38	--
Share of profit of Associate (net of tax)			264.11	--
Profit/(Loss) before tax	692.38	412.46	956.49	--
Tax Expenses
Current Tax	188.95	45.81	188.95	--
Income tax-Earlier years	9.83	0.27	9.83	--
Deferred Tax	16.86	59.39	16.87
Profit/(Loss) for the period	476.74	306.99	740.84	--
Other Comprehensive Income:	2.66	(2.23)	2.66	--
Re-measurement of defined benefits plans
Total Comprehensive Income for the period	479.40	304.76	743.50	--

PERFORMANCE OF BUSINESS OR RESULTS OF OPERATIONS

Standalone

During the financial year 2022-2023 under review, the total Revenue of the company was Rs. 6822.45 lakh as against Rs. 4128.50 lakh in the previous year and the net profit after tax was Rs. 479.40 Lakhs as compared to profit of Rs. 304.76 Lakhs in the previous financial year.2021-22.

Consolidated

During the year under review the company has acquired

a) 2,63,81,000 Equity shares of M/s Carya Chemicals & Fertilizers Private Limited (Carya) which constitutes 50.73 % of the paid up share capital of Carya by virtue of this Carya is a Subsidiary Company of SIL pursuant to the provisions of Section 2(87) (ii) of the Companies Act, 2013. b) 36,00,000 equity shares of M/s Shri Gang Industries and Allied Products Ltd. (“Shri Gang”) ,which constitutes 20.08% of the paid up share capital of Shri Gang, by virtue of this Shri Gang is an associate Company of the Company pursuant to the provisions of Section 2(6) of the Companies Act, 2013.

Therefore, the consolidated financial statements are applicable for the first time from the financial year ended on March 31,2023.

During the financial year 2022-2023 under review, as per the Consolidated Financial Statements, the net profit is Rs. 743.50 Lakhs which includes share of profit of Associate company amounting to Rs 264.11 lakh.

STATE OF COMPANYS AFFAIRS AND OUTLOOK

The company is engaged in two business verticals- a) Liquor business

The company has a bottling plant for manufacture of Country Liquor & Rajasthan Made Liquor at Ajmer, Rajasthan. The company is manufacturing Rajasthan Made Liquor for Rajasthan State Ganganagar Sugar Mills Ltd (a Rajasthan Government Undertaking) u n d er contract manufacturing arrangement. The company has also started to manufacture and sell Country Liquor in its own brands. In order to expand its footprint in liquor business, the Company has taken equity stakes in two companies having interest in liquor business- o 50.73 % stake in Carya Chemicals and Fertilizers Private Limited, which has a LOI for setting up Distillery for ENA and Ethanol and Bottling Plant for manufacture of Indian Made Foreign Liquor and Country Liquor in Rajasthan o 20.08% stake in Shri Gang Industries & Allied Products Ltd which has set up a Distillery for manufacture of ENA and Bottling Plant for the manufacture of Indian Made Foreign Liquor at Sandila, Dist. Hardoi (UP).

b) Trading Business

Under this vertical the company is mainly into trading of edible oils like Palm Oil, Soyabean Oil etc.

The Company is expected to grow at a fast pace in the coming years majorly in the Liquor Segment which is the prime focus area for the company.

SHARE CAPITAL OF THE COMPANY

During the year, the Authorised Share capital has been increased from Rs. 15,00,00,000/- (Rupees Fifteen Crore only ) divided into 1,50,00,000 (One Crore Fifty Lakh only) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore only) equity shares of Rs. 10/- (Rupees Ten Only) each.

The paid up equity share capital as on March 31,2023 was Rs. 12,29,41,720/- (Rupees Twelve Crore Twenty-Nine Lakh Forty-One Thousand Seven Hundred and Twenty Only). During the financial year under review the Paid up Share Capital of the Company has been increased from Rs. 9,54,20,000/- (Rupees Nine Crore Fifty-Four Lakh Twenty Thousand Only) divided into 95,42,000 (Ninety-Five Lakh Forty-Two Thousand only) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 12,29,41,720/- (Rupees Twelve Crore Twenty-Nine Lakh Forty-One Thousand Seven Hundred and Twenty Only) divided into 1,22,94,172 (One Crore Twenty-Two Lakh Ninety-Four Lakh One Hundred and Seventy-Two Only) Equity shares of Rs. 10/- (Rupees Ten) each.

The paid-up share capital of the Company has been increased in following manner: -

On May 12,2022, the Company has issued and allotted 16,55,172 Equity Shares of face value of Rs. 10/- per Equity Share at an issue price of Rs. 145/- per Equity Share (including premium of Rs. 135) aggregating to Rs. 23,99,99,940/- (Rupees Twenty-Three Crore Ninety-Nine Lakh Ninety-Nine Thousand Nine Hundred Forty Only), on a preferential basis (‘Preferential Allotment) to the person belonging to the ‘Non-Promoter category.

On September 09,2022, the Company has approved the allotment of 10,97,000 Equity Shares of face value of Rs. 10/- each pursuant to conversion of 10,97,000 Fully Convertible Warrants (“Warrants”), issued as on March 26,2021 at an issue price of Rs. 10/- each, by way of preferential allotment, to the person belonging to ‘Promoter and Promoter group

Further, the board of directors at its meeting held on February 10, 2023 have approved for fund raising by way of Rights Issue of Equity Shares, to the eligible equity shareholders of the Company as on record date (to be notified later), for a maximum amount of not exceeding Rs. 20,00,00,000 (Rupees Twenty Crore Only) (“the Issue”), subject to applicable laws, at an issue price of Rs 65/- per share, for the purpose of a) infusion of fund in the subsidiary company and b) expansion in companys existing business, working capital requirement and other general corporate purpose. The Board also constituted Rights Issue Committee to decide and finalize the number of rights shares to be issued and other terms and conditions of the Issue, including but not limiting to the deciding the record date, timing, other terms and schedule of payment and all other related matters etc, from time to time.

DIVIDEND

The Board of Directors (“Board”), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the financial year 2022-23 under review.

AMOUNT TRANSFERRED TO RESERVES

No amount was transferred to reserves during the financial year 2022-23 under review.

CREDIT RATING

During the year under review, the Company was not required to have credit rating.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

As of March 31, 2023, your Companys Board had six members comprising of two Executive Directors , one Non-Executive and Non-Independent Director, one Non-Executive and Nominee Director and two Non Executive Independent Directors including one women Independent Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

The current composition of the Board of Directors (as on the date of Boards Report) are as follows:

Sr. No. Name of Director	Designation
1. Mr. Suraj Prakash Gupta	Managing Director
2. Mr. Sanjay Kumar Jain	Non-Executive Nominee Director
3. Mr. Ashu Malik	Whole Time Director
4. Mr. Syed Azizur Rahman	Non-Executive Non-Independent Director
5. Mr. Nazir Baig	Non-Executive Independent director
6. Mrs. Pooja Solanki	Non-Executive Women Independent Director

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

Changes in the composition of the Board of Directors and Key Managerial Personnel

The following changes occurred during FY 2022-23 till the date of this Report:

During the year under review, following changes took place in the Directors and Key Managerial Personnel of the Company, pursuant to the applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification (s) or re-enactment thereof for the time being in force), SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and on the recommendation of Nomination and Remuneration Committee:-

i. Change in category of Mr. Sanjay Kumar Jain from Non-Executive Independent Director to Non-Executive Nominee Director of the company with effect from 18.05.2022. Mr. Sanjay Kumar Jain (DIN: 01014176) was appointed an Additional Non-Executive Independent Director effective from March 29,2022 on the Board.

ii. Appointment of Mr. Sanjai Kapoor as Chief Financial Officer (“CFO”) of the Company effective from June 22,2022.

iii. Re- appointment of Mr. Ashu Malik (DIN: 07998930) as Whole-time Director of the Company for a period of one (1) year w.e.f. 27.06.2022 subject to the approval of the members of the Company. Later shareholders in their meeting held on September 27, 2022 had approved his re-appointment as Whole Time Director for a further period of one year effective from 27.06.2022.

iv. Resignation of Ms. Chhavi Agrawal as Company Secretary and Compliance Officer w.e.f October 18,2022.

v. Appointment of Ms. Snehlata Sharma as Company Secretary and Compliance Office w.e.f October 19,2022. vi. Re-appointment of Mr. Suraj Prakash Gupta (DIN: 00243846) as Managing Director of the Company for a further period of five (5) years w.e.f. 06.02.2023 subject to the approval of the members of the Company. Later shareholders in the Extra-Ordinary General meeting held on March 11, 2023 had approved his re-appointment as Managing Director for a further period of five years effective from 06.02.2023.

In order to comply with the provisions of Section 152 (6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, executive directors and non-executive directors except the Independent Directors are subject to retire by rotation. Based on the terms of appointment and the Articles of Association of your Company, Mr. Syed Azizur Rahman (DIN: 00242790) who is the longest serving member in the current term and is liable to retire by rotation, being eligible offers himself for re-appointment.

Appropriate resolutions seeking their appointment/re-appointment are being placed for your approval in the ensuing Annual General Meeting.

Key Managerial Personnel

During the year under review, the Company is having the following persons as Key Managerial Personnel. in accordance with provisions of Section 203 of the Companies Act, 2013,

Sr. No. Name of Key Managerial Personnel	Designation
1. Mr. Suraj Prakash Gupta	Managing Director
2. Mr. Ashu Malik	Whole Time Director
3. Mr. Sanjai Kapoor*	Chief Financial Officer
4. Ms. Snehlata Sharma #	Company Secretary & Compliance Officer

* Mr. Sanjai Kapoor was appointed as Chief Financial Officer on June 22,2022.

# Ms. Snehlata Sharma was appointed as Company Secretary & Compliance officer w.e.f. October 19, 2022.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable Accounting standards have been followed and that there are no material departures.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the Financial year ended March 31, 2023.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That accounts for the year ended March 31, 2023 have been prepared following the going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act,2013 corporate social responsibility are not applicable to the company.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that all the independent directors appointed are having good integrity and possess the requisite expertise and experience (including the proficiency). Independent Directors have confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence and that they are independent of the management.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial Position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Independent Directors Committee

e) Preferential Issue Committee

f) Right Issue Committee

g) Investment Committee

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the	Composition of Committee	Highlights of roles and responsibilities
Committee
Audit Committee	Mr. Nazir Baig*	All recommendations made by the audit committee d uring the year were accepted by the Board.
	Mrs. Pooja Solanki
	Mr. Syed Azizur Rahman
		Reviewing, with the management, the quarterly financial statements b efore submission to the Board for approval.
		Approval o r any subsequent modification o f transactions o f the Company with related parties.
		Reviewing, with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems, etc.
Nomination and Remuneration Committee	Mr. Nazir Baig*	The committee o versees and administers executive compensation, operating u n d er a written charter adopted by our Board of Directors.
	Mrs. Pooja Solanki
	Mr. Syed Azizur Rahman	The nomination and remuneration committee has framed the nomination and remuneration policy.
Stakeholders	Mr. Nazir Baig*	The committee reviews and ensures redressal of investor grievances.
Relationship	Mrs. Pooja Solanki
Committee	Mr. Syed Azizur Rahman	The committee noted that all the grievances of the investors have been resolved during the year.
Independent Directors Committee	Mr. Nazir Baig*	Review the performance of the no n- independent directors.
	Mrs. Pooja Solanki	Review the performance o f the Chairperson and Board as whole.
Preferential Issue Committee	Mr. Nazir Baig*
	Mr. Suraj Prakash Gupta	Smooth functioning o f allotment o f shares.
	Mr. Syed Azizur Rahman
Right Issue Committee	Mr. Suraj Prakash Gupta	To appoint, negotiate fees/remuneration/expenses and/or any other charges and enter into arrangements with Merchant banker(s), legal advisor(s), Banker(s), depository, registrar, Auditors, printer(s), monitoring agency if required and any other intermediaries, agencies or persons as may be required or desirable for giving effect to completion of rights issue process;
	Mr. Syed Azizur Rahman
	Mr. Sanjay Kumar Jain
		finalise the budget for expenses of the Rights Issue;
		To provide any document or data to the intermediaries for the purpose of Rights issue.
		approve and adopt the draft Letter of Offer, Letter of Offer, Application Form and such other as documents, as may be required for the Rights Issue, and file or submit the same with SEBI, stock exchanges and other concerned authorities and issue the same to the equity shareholders of the Company;
		settle any question, difficulty or doubt of stock exchange, SEBI or such other authorities, whether regulatory o r otherwise, as may b e n ecessary in relation to the Rights Issue and that may arise in connection with the Rights Issue;
		To do all acts, deeds, matters and things which they may, in their discretion, deem necessary or desirable for the purpose of the Rights Issue including any modification/correction thereof.
Investment Committee	Mr. Suraj Prakash Gupta	To decide on the quantum of investment made by the company.
	Mr. Syed Azizur Rahman
	Mr. Sanjay Kumar Jain	Any o ther matter which would be incidental to the above.

* Company does not have any regular chairperson of the Committees. Therefore, Mr. Nazir Baig is being elected as chairperson for conducting the Committee Meeting during the financial year 2022-23.

STATUTORY AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (‘the Act), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 30th Annual General Meeting held in the year 2022, approved the appointment of M/s. Pawan Shubham & Co, Chartered Accountants (FRN 011573C) as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 30th Annual General Meeting till the conclusion of ensuing 35th Annual General Meeting of the Company.

The Audit reports dated May 30, 2023 (Standalone UDIN: 23523411BGWIHN4724) (Consolidated UDIN:23523411BGWIHO4169) issued by M/s. Pawan Shubham & Co, Chartered Accountants, Statutory Auditors on the Companys standalone and consolidated financial statements for the financial year ended 2022-23 is part of the Annual Report.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report on Standalone and Consolidated financial statements does not contain any qualification, reservation or adverse remark. The Auditors Report on Standalone and Consolidated financial statements are enclosed with their Financial Statements in this Annual Report.

During the financial year, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

SECRETARIAL AUDITOR & THEIR REPORT

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors appointed Mr. Ashok Ranjan Mishra, Proprietor, M/s. A R Mishra & Associates (CP No:22727, M.No.: FCS 5377), as the Secretarial Auditor of the Company for the financial year 2022-23.

The report issued by the secretarial auditor dated August 28,2023(UDIN : F005377E000874421) is annexed in Annexure-III and forms integral part of the Boards Report. There has been no qualification, reservation or adverse remark in their Report.

Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India for the financial year ended March 31, 2023.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with relevant applicable rules your company was required to appoint an Internal Auditor. Further, the Board of Directors at its meeting held on September 02, 2022 has appointed M/s Mohan Gupta & Co., Chartered Accountants as Internal Auditor of the Company.

ANNUAL RETURN

In accordance with the provisions of section 134(3)(a) & 92(3) of Companies Act, 2013 read with rules made thereunder, the Annual Return will be available on the website of the Company, once filed with the Ministry of Corporate Affairs after the 31^st Annual General Meeting of the Company and can be accessed through the link (www.surajindustries.org).

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal audit and control systems play a crucial role in ensuring the efficient and effective operation of organizations across various sectors. Internal audit refers to the independent and objective examination of an organizations activities, processes, and controls to assess their adequacy, reliability, and compliance with relevant laws, regulations, and internal policies. The primary objective of internal audit is to provide assurance to management and stakeholders that risks are identified, managed, and mitigated appropriately.

Internal audit encompasses a wide range of activities, including evaluating the effectiveness of internal controls, identifying areas of improvement, assessing operational efficiency, detecting fraud and irregularities, and ensuring compliance with legal and regulatory requirements. By conducting regular audits, internal auditors help organizations identify potential weaknesses in their systems and processes, allowing management to take proactive measures to address them.

Control systems, on the other hand, refer to the policies, procedures, and practices put in place by management to safeguard assets, ensure accurate financial reporting, and promote operational efficiency. These control systems aim to mitigate risks and provide reasonable assurance that the organizations objectives are achieved.

Effective internal audit and control systems contribute to better governance, risk management, and internal controls within an organization. They provide management and stakeholders with confidence that risks are managed appropriately, financial information is reliable, and operations are conducted with integrity. By continuously monitoring and evaluating controls, internal audit helps organizations stay ahead of emerging.

Your Company has an Audit Committee consisting of Two Non-Executive Independent Directors and one Non-Executive Director. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control system and suggests improvements if any for strengthening them. Your Company has a robust Management Information System which is an integral part of the control mechanism.

DETAILS OF SUBSIDIARIES/JOINT VENTURE AND ASSOCIATES COMPANY

As on 31st March 2023, the Company has one subsidiary and one associate company-

a) Subsidiary Company : The Company acquired 62.06 % shareholding of Carya Chemicals and fertilizers Private Limited (CARYA) on June 15, 2022 , by virtue of which M/s Carya Chemicals and Fertilizers Pvt Ltd has become a subsidiary of M/s Suraj Industries under the provisions of Section 2(87)(ii) of the Companies Act, 2013 Ltd. As on 31.03.2023 the Companys shareholding in Carya was 50.73 %

b) Associate Company: On July 09,2022 , the Company acquired 20.08% equity stake in M/s Shri Gang Industries and Allied Products Limited. By virtue of this acquisition, M/s Shri Gang Industries and Allied Products Limited become Associate Company of M/s Suraj Industries Ltd. under the provisions of Section 2(6) of the Companies Act, 2013.

Accordingly ,the consolidated financial statements of the Company, its subsidiary and associate company for the year under review is prepared in compliance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind-AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations, 2015”) which forms part of the Annual Report. A gist of financial highlights/performance of these Companies is contained in Form AOC-1 and forms part of this report and annexed as Annexure-1.

NUMBER OF BOARD MEETING AND ATTENDANCE BY EACH DIRECTOR

During the financial year 2022-2023, Eight (08) Board Meetings were held on 18.05.2022, 08.06.2022, 22.06.2022, 13.08.2022, 02.09.2022, 19.10.2022, 04.02.2023 and 10.02.2023. The intervening gap between any two meetings did not exceed the time prescribed under Companies Act, 2013 and the SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended. The details of composition of Board and presence of each director in the meeting is mentioned hereunder.

S. No Name of Director	Designation	No. of Board Meetings Held	No. of Board Meetings Attended
1. Mr. Suraj Prakash Gupta	Managing Director	08	08
2. Mr. Ashu Malik	Whole Time Director	08	08
3. Mr. Syed Azizur Rahman	Non-Executive Non- Independent Director	08	08
4. Mr. Sanjay Jain *	Non-Executive Nominee Director	08	08
5. Ms. Pooja Solanki	Non-Executive - Independent Director	08	07
6. Mr. Nazir Baig	Non-Executive - Independent Director	08	08

*Mr. Sanjay Jain was appointed as Non-Executive Independent Director of the Company on March 29,2022 and his category of director has been changed from the Non-Executive Independent Director to Non-Executive Nominee Director w.e.f May 18,2022.

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. It is imperative that your companys affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders.

Pursuant to increase in Paid up share capital of the Company on May 12,2022, the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V read with Regulation 15(2) of SEBI (LODR) Regulations, 2015 have become applicable to the Company in Financial Year 2022-2023 and since then the Company is complying with the regulations and is committed to maintain the standards of Corporate Governance.

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter “Listing Regulations”) as amended from time to time, a Report on Corporate Governance along with Compliance Certificate issued by the Practicing Company Secretary of the Company forms integral part of this Annual Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

The Board Members have affirmed compliance with the Code of Conduct for the year ended March 31, 2023. The code of conduct is available on our website www.surajindustries.org.

PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time, the Company has adopted a Code of Conduct to Regulate, Monitoring & Reporting of Trading by Insiders. During the year under review, there has been due compliance with the said code.

Your Company is maintaining Structured Digital Database (‘SDD), the database of unpublished price sensitive information (UPSI), shared internally or externally, with the intent of keeping track as to who all were in the know of an UPSI before it became public.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has always believed in providing a safe and harassment free workplace for every woman working in Companys premises, through various interventions and practices. The Company has adopted policy and constituted the Internal Complaint Committee under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as amended from time to time.

The following are the summary of sexual harassment complaints received and disposed of during the year:

Sl. No. Particulars	Status of the No. of the Complaints received a nd disposed off
1. Number of complaints on sexual harassment received	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending for more than ninety days	Nil
4. Nature of action taken by the employer or district officer	Nil

The Company has not received any complaints during the year.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and qualify to act as Independent Director of the Company confirming that:

They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder,

In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs, Manesar.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on March 13, 2023.

The Independent Directors at the meeting reviewed the following: -

Performance of non-independent Directors and the Board as a whole.

Assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties. Performance of the Chairperson of the Company.

NOMINATION AND REMUNERATION POLICY.

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time. It includes criteria for determining qualifications, positive attributes and Independence of a Director. It is available on the Companys website and can be accessed through the following link https://www.surajindustries.org/policy/Nomination-&-Remuneration-Policy.pdf . PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees and investments made by the Company required under section 186(4) of the Act are contained in Notes of the Standalone Financial Statements and are not reproduced for the sake of brevity.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES .

All Related Party Transactions (RPT) that were entered into by the Company during the financial year under review were on an arms length basis and in the ordinary course of business. During the year under review, the Company has entered into material related party transactions with Carya Chemicals and Fertilizers Private Limited (CARYA) and details of the same are stated in Form AOC-2 in Annexure- II of this report. The material related party transactions are entered by the Company are within the limits and in terms of the approval accorded by the Shareholders at their Extra-Ordinary General Meeting (“EGM”) held on March 11,2023.

The “Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions” (‘the Policy), as approved by the Board of Directors has been uploaded on the website of the Company viz: https:// www.surajindustries.org/policy /investors/policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPT are placed before the Audit Committee for review and approval.

All the related party transactions were entered on arms length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Act and the Listing Regulations. Omnibus approval was obtained for the transactions which were foreseen and repetitive in nature. A statement of all related party transactions was presented before the Audit Committee on a quarterly basis.

Further, the details of the transactions with Related Parties which not considered as material are provided in Note No. 45 to the standalone financial statement.

DEPOSITS

The Company has not accepted any deposits during the Financial Year 2022-23 covered under Chapter V of the Companies Act, 2013, i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on March 31,2023.

BORROWINGS FROM DIRECTORS & THEIR RELATIVES

Pursuant to Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014, it is stated that during the financial year under review, the Company had taken a loan from director in compliance of the Provisions of the Act. The details are provided in the notes to financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company is not engaged in any activity where conservation of energy and technology absorption is required. Further, during the year there were no foreign exchange earnings or outgo. Hence the details required under Section 134(3) (m) of the Companies Act 2013 read with rule 8(3) Companies (Accounts) Rule, 2014 are not given.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. Board has prepared Risk Management plan, which is reviewed and monitored on regular basis, to identify and review critical risks.

PERFORMANCE EVALUATION

The Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable provides that the Board needs to undertake a formal Annual Evaluation of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 read with the Rules issued there understates that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Audit, Nomination & Remuneration and other Committees of the Board. The evaluation was carried out taking into consideration various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc.

The Directors expressed their satisfaction with the evaluation process.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the financial year 2022-2023.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant material orders passed by any Regulators/Courts that would impact the going concern status of the Company and its future operations.

Your Company has complied with all the Acts, Rules, Regulations and Guidelines issued/prescribed by the Securities Exchange Board of India, Ministry of Corporate Affairs and other statutory authorities.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors of the Company had adopted the Vigil Mechanism /Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee reviews periodically the functioning of whistle blower mechanism. No complaints have been received during the Financial Year ended March 31, 2023. No personnel have been denied access to the Audit Committee during the Financial Year 2022-23.

The details of said vigil mechanism are given in Corporate Governance Report, which forms part of this Annual Report. A copy of the Whistle Blower Policy is available in the companys website i.e. http://www.surajindustries.org.

PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES

1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

i. The ratio of the remuneration of each director to the median remuneration of the employee of the Company for the financial year 2022-23:

Sr. No. Name of Director	Category of Director	Ratio to Median Remuneration
1. Mr. Suraj Prakash Gupta	Executive Director	120.22 : 1
2. Mr. Ashu Malik	Executive Director	17.53 : 1
3. Mr. Nazir Baig	Non-Executive Director	--
4. Mr. Syed Azizur Rahman	Non-Executive Director	--
5. Ms. Pooja Solanki	Non-Executive Director	--
6. Mr. Sanjay Kumar Jain*	Non-Executive Director	--

* Mr. Sanjay Kumar Jain appointed on 29.03.2022 as Non-Executive Independent Director .

ii. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Sr. No. Name	Category	% increase/ decrease in the remuneration in the financial year
1. Mr. Suraj Prakash Gupta	Executive Director	77.78%
2. Mr. Ashu Malik	Executive Director	23.53%
3. Mr. Sanjai Kapoor	Chief Financial Officer	NA*
4. Ms. Snehlata Sharma	Company Secretary	NA#
5. Ms. Chhavi Agrawal ##	Company Secretary	Nil

* Mr. Sanjai Kapoor appointed as Chief Financial Officer w.e.f June 22,2022.

## Ms. Snehlata Sharma appointed as Company Secretary & Compliance officer w.e.f. October 19, 2022.

# Ms. Chhavi Agrawal resigned from the post of Company Secretary and Compliance officer as on October 18,2022.

iii. The percentage increase in remuneration in the median remuneration of employee in the financial year: 24.66%

iv. The Company had 26 permanent employees as on 31.03.2023.

v. Average Percentile Increase already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration: -

Percentage increase in the managerial remuneration for the year: 85.06%

Percentage increase in Salaries of Employees other than the Managerial Personnel : (-) 22.26%

There was percentile decrease in the Salaries of Employees other than the Managerial Personnel due to increase in number of employees with lower salary base commensurating with their qualification and experience

The percentile increase in the managerial remuneration was due to the increase in the salary of Managing Director

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

There was no employee who has drawn salary as mentioned in the previously mentioned rule.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulations 34 and Part B of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015, the Managements discussion and analysis report has been given separately and forms integral part of this Annual Report.

INDUSTRIAL RELATIONS

The Industrial Relations have continued to be stable and harmonious during the course of the year.

DISCLOSURES UNDER SECRETARIAL STANDARDS

The directors state that applicable Secretarial Standards, i.e SS-1 and SS-2, relating to ‘Meeting of the board of Directors and ‘General Meetings, respectively, have been duly followed by the company.

DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

The Company has maintained the requisite cost records as per Section 148 of Companies Act 2013.

ISSUANCE OF EQUITY SHARES W ITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE.

As on March 31,2023, the Company has no equity shares with differential rights as to dividend ,voting right or otherwise.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the financial year under review, neither any application is made by the Company nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, disclosure w.r.t. details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF PREFERENTIAL ISSUE, IF ANY

There were no instances of deviation(s) or variation(s) in the utilization of proceeds of the Preferential Issue of Equity Shares and Warrants as mentioned in the objects of Offer in the Offer Document.

ACKNOWLEDGEMENTS

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by the government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review.

We would also like to express our gratitude to our investors for their unwavering confidence in our vision. Your financial backing and strategic guidance have propelled our growth and enabled us to pursue innovation and expansion. Your belief in our potential has been instrumental in transforming our ideas into reality, and we remain committed to delivering sustainable returns on your investment.

To our esteemed Stakeholders, we extend our sincere appreciation for your collective efforts, dedication, and belief in our organization have been the cornerstone of our achievements. We cherish the relationships we have built, and we are committed to fostering open communication, transparency, and collaboration as we move forward.

Your Directors gives their sincere gratitude to the customers, clients, vendors and other business associates for their continued support to the Company.

	By Order of the Board
	For Suraj Industries Ltd
Place: New Delhi
Date: 28.08.2023
Sd/-	Sd/-
Suraj Prakash Gupta	Syed Azizur Rahman
Managing Director	Director
DIN: 00243846	DIN: 00242790
Address: W-15/40, W-15,	Address: Flat B-104 (FF), Ananda
Western Avenue, Sainik Farms,	Apartments, Sector-48, Noida,
Pushpa Bhawan, Delhi-110062	Uttar Pradesh- 201301