To the Members of
Surana Solar Limited
The Directors have pleasure in presenting the 17th Annual Report of your
Company and the Audited Financial Statements for the financial year ended on 31st
March, 2023, together with Auditors Report thereon.
FINANCIAL RESULTS:
The performance of the Company during the year is summarized below:
(Amount in Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Net Sales and other Income |
4696.36 |
2570.57 |
| Profit before Depreciation, Interest and exceptional Items |
613.44 |
483.40 |
| DEDUCT: |
|
|
| Depreciation and Amortization Expenses |
262.99 |
307.86 |
| Interest and Finance charges |
19.10 |
53.66 |
| Profit for the year before exceptional items |
331.35 |
121.88 |
| Profit before Taxation |
331.35 |
121.88 |
| Provision for Taxation: |
|
|
|
119.72 |
54.00 |
| Current Tax |
|
|
| Deferred Tax |
(16.86) |
(16.70) |
| Profit after Tax |
228.49 |
84.58 |
| Add: Other Comprehensive Income |
- |
- |
| Total Comprehensive Income for the year |
228.49 |
84.58 |
| Surplus brought forward from previous year |
1254.89 |
1170.31 |
| Balance available for appropriation |
1483.38 |
1254.89 |
| Balance c/f to Balance Sheet |
1483.38 |
1254.89 |
OPERATION AND PERFORMANCE:
During the year under review, the Income from Operations is Rs. 4696.36 lakhs as
against Rs. 2570.57 lakhs for the corresponding previous year. The Profit Before Tax is
Rs. 331.35 lakhs as against Rs. 121.88 lakhs for the previous year. The After Tax is Rs.
228.49lakhs as against Rs. 84.58 lakhs for the corresponding period. The Basic Earnings
Per Share for the year-ended 31.03.2023 is Rs. 0.46 as against Rs. 0.17 for the
corresponding previous year ended 31.03.2022.
BUSINESS DEVELOPMENT AND PROSPECTS:
The Company is participating in various tenders floated by government and
non-government organisations to widen its activities by entering into EPC contracts and
solar rooftop business.
The Company has installed cumulative capacity of 4.2 MW roof top solar through EPC for
various customers in Telangana State.
The Company has proposed to set up a 25 MW Module Manufacturing plant, 2 projects of 10
MW each for generation of Solar Power, and a project for maintaining of LED and Solar
Lights in Joint Venture with reputed Individual house of Sri Lanka. The Company will hold
51% equity in the Joint Venture, making the proposed Joint Venture its Subsidiary. In the
year 2016, your Company was awarded an EPC contract for execution, operation &
maintenance of a 10MW (AC) Solar Power Plant by Paradip Port Trust (PPT) in the year 2016.
However in the course of implementation, certain disputes arose between the Company and
PPT with regard to the project. PPT had cancelled the LOI / terminated the contract and
encashed the Performance Bank Guarantee and Mobilization advance Bank Guarantee. The
Company had challenged such arbitrary action before the Arbitral Tribunal constituted by
the Honble High Court of Odisha. Upon the contest, the Tribunal on 8th April, 2021 had
passed an Award in favour of the Company for a sum of Rs. 8,69,34,723/- towards the amount
of encashed Bank Guarantee, interest on such amount and Arbitration cost. Further PPT has
challenged the award before the Honble Civil Judge Senior Division, Commercial Court,
Khurda, whereas the Company has filed execution petition before the said court. Both the
petitions are pending for disposal by the Honble Court.
SUBSIDIARIES/ ASSOCIATES:
The Company does not have any Subsidiary or Associate Company. However, your Company is
an Associate Company of Surana Telecom and Power Limited.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2,
relating to ‘Meetings of the Board of Directors and ‘General Meetings,
respectively, have been duly followed by the Company.
SHARE CAPITAL:
The paid-up Share Capital of the Company as on 31st March, 2023 is Rs.
24,60,33,000 divided into 4,92,06,600 equity shares of Rs.5/- each. During the year, there
was no change in the Paid-up Capital of the Company.
TRANSFER TO RESERVES:
The Board of Directors of the Company have not recommended for transfer of any amount
to the General Reserve for the financial year ended 31st March, 2023.
DIVIDEND:
The Board of Directors have not recommended dividend for the financial year 2022-23,
due to low profitability and capex plans.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under schedule V of the SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015 forms an integral part
of this Report and gives details of the overall industry structure, developments,
performance and state of affairs of the Companys business, internal controls and their
adequacy, risk management systems and other material developments during the financial
year.
Management Discussion and Analysis Report is presented in a separate section and forms
part of the Annual Report as
Annexure-II.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year 2022-23, the Company is not covered under the criteria of Section
135(5) of Companies Act, 2013. The Company, however over the years, is pursuing as part of
its Corporate Social Responsibility for welfare and aspirations of the Community. The CSR
activities of the Surana Group are guided by the vision and philosophy of its founding
father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid
the Foundation for its ethical and value-based functioning. The core elements of CSR
activities include ethical functioning, respect for all stake-holders, protection of human
rights, and care for the environment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect
to the Directors Responsibility Statement, the Board of Directors of the Company hereby
confirms:
(a) That the preparation of the annual accounts for the financial year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
(b) That the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year 2022-23 and of the profit of the company for that period;
(c) That the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(d) That the directors have prepared the annual accounts for the financial year ending
on 31st March, 2023, on a going concern basis; and
(e) That the directors have laid down Internal Financial Controls to be followed by the
company and that such Internal Financial Controls are adequate and were operating
effectively; and
(f) That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted the declaration of independence, as required
pursuant to sub-section (7) of section 149 of the Companies Act, 2013 and Regulation 25(8)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that
they meet the criteria of independence as provided in sub-section (6) of Section 149 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Committee,
framed a policy which lays down a framework in relation to selection, appointment and
remuneration to Directors, Key Managerial Personnel, Senior Management and other employees
of the Company. The details of Nomination and Remuneration Committee and Policy are stated
in the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS:
The details of Loans, Guarantees, Securities and Investments made during the financial
year ended 31st March, 2023, are given in the notes to the Financial Statements
in compliance with the provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties for the year under review were on arms
length basis and in the ordinary course of business. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. All Related Party Transactions are placed before the
Audit Committee, as also before the Board for approval, where ever required. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are of a
foreseeable and repetitive nature. A statement giving details of all related party
transactions entered into pursuant to the omnibus approval so granted are placed before
the Audit Committee and the Board of Directors on a quarterly basis. The Company has
developed a Policy on Related Party Transactions for the purpose of identification and
monitoring of such transactions. The policy on Related Party Transactions as approved by
the Board is uploaded on the Companys website www.suranasolar.com.
The particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of
sub-section (3) of section 134 of the Act, 2013 and Rule 8(2) of the Companies (Accounts)
Rules, 2014 and the same is annexed herewith as "Annexure-III" to this
Report.
AUDIT COMMITTEE:
The Audit Committee consists of Shri R Surender Reddy (Independent Director) as
Chairman, Shri N. Krupakar Reddy (Independent Director), Smt. Sanjana Jain (Independent
Director) and Shri Narender Surana (Director), as members. The Committee inter alia
reviews the Internal Control System, Reports of Internal Auditors and Compliance of
various regulations. The Committee also reviews the financial statements before they are
placed before the Board. The recommendations made by the Audit Committee to the Board,
from time to time during the year under review, have been accepted by the Board. Other
details with respect to the Audit Committee such as its terms of reference, the meetings
of the Audit Committee and attendance thereat of the members of the Committee, are
separately provided in this Annual Report, as a part of the Report on Corporate
Governance.
ANNUAL RETURN:
The Annual Return in Form MGT-7 is available on the Companys website, the web link for
the same is http://www.suranasolar.com/annual.php.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in ‘Annexure-I
forming part of this Report.
RISK MANAGEMENT POLICY:
In terms of the requirement Section 134(3)(n) of the Companies Act, 2013 and Regulation
21 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has developed and implemented the Risk
Management Policy. The Audit Committee has additional oversight in the area of financial
risks and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The development
and implementation of risk management policy has been covered in the management discussion
and analysis report, which forms part of this report. At present the Company has not
identified any element of risk which may threaten the existence of the company.
EVALUATION OF THE BOARD, COMMITTEES, INDEPENDENT DIRECTORS, INDIVIDUAL DIRECTORS AND
CHAIRPERSON OF THE COMPANY:
During the year under review, the Independent Directors of the company in terms of
Schedule 4 and Regulation 25(3) (4) of SEBI (LODR) Regulations, 2015, evaluated the
performance of the Board as a whole, each Non-Independent Director and the Chairperson of
the Company. Further, in terms of Section 178(2) of the Companies Act, 2013, as amended,
the Nomination and Remuneration Committee evaluated the performance of the Board as a
whole and the Individual Directors. The Board also as per the provisions of Regulation
17(10) of SEBI (LODR) Regulations, 2015, evaluated the performance of the Independent
Directors and the Committees of the Board in terms of Section 134(3) (p) of the Companies
Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014. The evaluations
are done on the basis of a structured questionnaire which contains evaluation criteria
taking into consideration various performance related aspects. The Board of Directors has
expressed their satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Ms. Mini Patni has resigned from the post of Company
Secretary w.e.f October 18, 2022 and in whose place Ms. Yashita Pansari was appointed as
Company Secretary w.e.f October 31, 2022. Mr. Manish Surana, has resigned from the post of
Chief Financial Officer w.e.f 01st March, 2023, further there were no new
appointment or resignation of director.
In compliance with the Companies Act, 2013, Shri Devendra Surana, Director of the
Company will retire by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. Pursuant to the provisions of Section 203 of the Act,
Shri Manish Surana, Whole-time Director (till 02.08.2023) and Ms. Yashita Pansari, Company
Secretary are Key Managerial Personnel of the Company.
MEETINGS OF THE BOARD:
During the financial year under review, 6 (Six) Board Meetings were convened and held.
The details of the meetings are given in the Corporate Governance Report. The intervening
gap between the meetings was within the period of 120 days as prescribed under the
Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
DEPOSITS:
The Company has not accepted any deposits in terms of Section 73 or 76 of the Companies
Act, 2013 and as such, no amount on account of principal or interest on public deposits
was outstanding as on the date of the balance sheet.
LISTING OF EQUITY SHARES:
The Companys equity shares are listed on the following Stock Exchanges: (i) BSE
Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai 400 001, Maharashtra, India;
and
(ii National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No.
C/1, G Block, Bandra –Kurla Complex, Bandra (East), Mumbai – 400 051,
Maharashtra, India.
The Company has paid the Annual Listing Fees to the said Stock Exchanges for the
Financial Year 2023-24.
STATUTORY AUDITORS:
M/s. Luharuka & Associates, Chartered Accountants were reappointed as Statutory
Auditors of your Company at the Annual General Meeting held on 28th September,
2022, for a term of five consecutive years subject to ratification by Members at every
Annual General Meeting. However, in accordance with the Companies Amendment Act, 2017,
enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment
of Statutory Auditors is not required to be ratified at every Annual General Meeting. M/s.
Luharuka & Associates, Chartered Accountants have confirmed that they are not
disqualified from continuing as Auditors of the Company. The Statutory Auditors Report
for the Financial year 2022- 23 does not contain any qualifications, reservations, adverse
remarks or disclaimer and no frauds were reported by the Auditors under sub-section (12)
of Section 143 of the Act.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company in the year under review.
INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee has appointed
M/s. Sekhar & Co., Chartered Accountants as the Internal Auditors of your Company. The
Internal Auditors are submitting their reports on quarterly basis to the Audit Committee
and Board of Directors.
The Board of Directors of the Company have re-appointed M/s Sekhar & Co., Chartered
Accountants as Internal Auditors to conduct Internal Audit for the financial year ended 31st
March, 2024.
COST AUDITORS:
The Company has maintained cost records as specified by Central Government under
Section 148(1) of Companies Act, 2013 and such records have been audited by the Cost
Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014.
M/s Lavanya & Associates, Cost Accountants, Hyderabad, has been appointed by the
Board, on recommendations of Audit Committee, as Cost Auditor for conducting audit of the
cost accounts maintained by the Company relating to Electricity for the financial year
2022-23.
The Cost Auditors Report of financial year 2022-23 did not contain any qualifications,
reservations, adverse remarks or disclaimers and no frauds were reported by the Cost
Auditors to the Company under sub-section (12) of Section 143 of the Act.
SECRETARIAL AUDITORS:
The Board of Directors of the Company appointed Mrs. Rakhi Agarwal, Company Secretary
in Practice, Hyderabad, to conduct Secretarial Audit for the financial year 2022-23.
The Secretarial Audit Report issued by Mrs. Rakhi Agarwal, Company Secretary in
Practice for the financial year 2022-23, is annexed herewith as Annexure-IV.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the Financial Year 2022-23 for all applicable
compliances as per Securities and Exchange Board of India Regulations and Circulars/
Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mrs.
Rakhi Agarwal, Company Secretary in Practice has been submitted to the Stock Exchanges and
is annexed at Annexure V to this Boards Report.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013,
details of which needs to be mentioned in this Report.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in conformity with the
Code of Corporate Governance as per the requirements of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015. A separate report on corporate governance
practices followed by the Company, together with a Certificate from the Companys Auditors
confirming compliances forms an integral part of this Report.
VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy establishing vigil mechanism to provide
a formal mechanism to the Directors and employees to report concerns about unethical
behavior, 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 provides direct access to the Chairperson of the Audit Committee in
exceptional cases. It is affirmed that no personnel of the Company has been denied access
to the Audit Committee. The policy of vigil mechanism is available on the Companys
website. The Whistle Blower Policy aims for conducting the affairs in a fair and
transparent manner by adopting highest standards of professionalism, honesty, integrity
and ethical behavior.
PARTICULARS OF EMPLOYEES:
A. Disclosures with respect to the remuneration of Directors and employees as required
under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided as follows: (i) The ratio of
the remuneration of each director to the median remuneration of the employees of the
company for the financial year;
| Name of the Director |
Ratio to Median Remuneration |
| Shri Manish Surana, WTD |
Nil |
(ii) The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
| Name of Person |
% increase in remuneration |
| Shri Manish Surana, WTD |
0.00 |
| Ms. Yashita Pansari, CS* |
NA |
* Appointed on 31.10.2022
(iii) The percentage increase in the median remuneration of employees in the financial
year is: 28.99%
(iv) The number of permanent employees on the rolls of company: 36 (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 and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration;
(vi) The average increase in salaries of employees other than managerial personnel in
2022-23 was 14.39%. Percentage increase in the managerial remuneration for the year was
Nil.
(vii) Affirmation that the remuneration is as per the remuneration policy of the
company: Yes.
B. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of this Report. Having regard to the provisions of
the second proviso to Section 136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the members of the Company. The said
Annexure is open for inspection at the Registered office of your Company. Any member
interested in obtaining copy of the same may write to Company Secretary.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditors team carries out extensive audit and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report of internal audit function, process owners undertake corrective action
in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board.
CHANGE IN NATURE OF BUSINESS:
There is no change in nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations.
DETAILS OF ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year, no corporate insolvency resolution process was initiated under the
Insolvency and Bankruptcy Code, 2016, either by or against the Company, before National
Company Law Tribunal.
ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION:
No disclosure or reporting is required in respect of the 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, as the Company had not made
any one ime settlement with any bank or financial institution during the year.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments, affecting the financial position of the
Company which occurred between the end of the financial year 31st March, 2023
to which the financial statements relates and the date of signing of this report.
HUMAN RESOURCES:
The industrial relations of the Company continued to be harmonious during the year
under review.
ISO 9001-2008 CERTIFICATION:
Your Company continues to hold ISO 9001-2008 Certification by meeting all the
requirements of Certification from time to time.
POLICY ON SEXUAL HARRASSEMENT:
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace
in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The Internal Complaints Committee (ICC) has been setup to redress complaint received
regarding sexual harassment. During the period under review, no complaints were received
by the ICC.
CAUTIONARY STATEMENT:
Statements in the Boards Report and the Management Discussion & Analysis
describing the Companys objectives, expectations or forecasts may be forward-looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Companys operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices,
changes in government regulations, tax laws, economic developments within the country and
other factors such as litigation and industrial relations.
ACKNOWLEDGEMENTS:
The Directors take this opportunity to place on record their sincere thanks to the
suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance
Companies, Central and State Government Departments and the shareholders for their support
and co-operation extended to the Company from time to time. Directors are pleased to
record their appreciation of the sincere and dedicated services of the employees and
workmen at all levels.
| For and on behalf of the Board of Directors |
|
| NARENDER SURANA |
DEVENDRA SURANA |
| DIRECTOR |
DIRECTOR |
| DIN: 00075086 |
DIN: 00077296 |
| Date: 02.08.2023 |
|
| Place: Secunderabad |
|
+91-9892691696
