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Surana Telecom and Power Ltd Directors Report

Jul 12, 2024|03:41:39 PM

Surana Telecom and Power Ltd Share Price directors Report

To the Members of

Surana Telecom and Power Limited

The Directors have pleasure in presenting the 34th Annual Report of your Company and the Audited Financial Statements for the financial year ended on 31st March, 2023, together with Auditors Report thereon.


The performance of the Company during the year has been as under:

(Amount in Lakhs)

Particulars Standalone Results Consolidated Results
2022-23 2021-22 2022-23 2021-22
Sales and other Income 2694.28 2061.19 3733.74 3332.24
Profit before Depreciation and Interest 1480.67 1365.06 1756.67 2387.17
Depreciation & Amortization 465.90 482.66 1014.42 1097.73
Interest 129.60 291.19 154.24 368.74
Profit for the year 885.17 591.21 588.01 920.69
Profit before Taxation 885.17 591.21 588.01 920.69
Provision for Taxation:
Current Tax 147.80 98.70 194.65 161.70
Deferred Tax 0.58 5.10 (38.41) (32.60)
Taxes for earlier years - - (0.64) -
Profit after Tax 736.79 487.41 432.41 791.60
Add: Other Comprehensive Income 140.49 60.07 140.49 60.07
Total Comprehensive Income for the year 877.27 547.48 572.89 851.66
Less: Minority Interest (Current years Profit/loss) - - 106.28 142.11
Add: Share in Net Profit of Associate Company - - 94.66 34.95
Surplus brought forward from previous year 4972.91 4425.43 5550.52 4806.02
Balance carried forward to Balance Sheet 5850.19 4972.91 6111.80 5550.52


During the year under review, the Income from Operations of the Company is Rs. 1710.93 lacs as against Rs. 1770.04 lacs in the previous year. The Profit before Tax (PBT) stood at Rs. 885.17 lacs as against Rs. 591.21 lacs in the previous year. The Profit after Tax (PAT) stood at Rs. 736.79 lacs as against Rs. 487.41 lacs in the previous year. The Earnings per Share (EPS) for the year ended 31.03.2023 is Rs. 0.54 as against Rs. 0.36 in the previous year ended 31.03.2022.


The Companys solar power projects of 5 MW each, one located at Gujarat Solar Park, Charanka Village, Santalpur Taluq, Patan District, Gujarat State and other at Munipally Village, Sadashivpet, Medak District, Telangana State are operating successfully and generating steady income. The later project is supplying power to Tata Communications Ltd. through open access route under PPA for a period of 10 years effective from January 2019.

The Subsidiaries viz., Surana Solar Systems Pvt. Ltd. (SSSPL), Bhagyanagar Green Energy Pvt. Ltd. (BGEPL) and Aryavaan Renewable Energy Pvt. Ltd. (AEPL) are having 5 MW Solar Power projects each, situated at Shankapur Village, Shankarampet Mandal, Medak District, Telangana State, Peddaumanthal Village, Pudur Mandal, Ranga Reddy District, Telangana State and Barhara Village, Sarila Tehsil, Hamirpur District, Uttar Pradesh respectively. SSSPL has renewed its PPA with Bhagyanagar India Limited for a period of 10 years effective from September 2019. AEPL has long term PPA with Uttar Pradesh Power Corporation Ltd and BGEPL s having long term PPA with TSSPDCL effective from September 2019.

Tejas India Solar Energy Pvt. Ltd., a wholly owned subsidiary had Set up a 3MW Solar Power Plant at Gajwel Mandal, Medak District, Telangana since the financial year 201617. The project could not take off due to non-receipt of open access approval by TSSPDCL despite of order for synchronization from Telangana State Electricity Regulatory Commission and Appellate Tribunal for Electricity, Delhi. As efficiency and value of the plant has eroded significantly due to technological obsolesce, wear and tear and a major fire accident. In view of the above, management has decided to abandon the project and the Machinery was put up for sale.

In view of the abandonment of the project, the fair value of the equity investment was restated and the business loss (due to permanent diminution in the value of investment in the subsidiary company which is in the same line of business) has been duly accounted.

1 MW solar power plant situated at Urukonda village, Nagarkurnool District, Telangana State is running successfully. Power is supplying to Suryalata Spinning Mills Limited as per PPA for a period of 25 years at a price of Rs. 5.00 per unit under RESCO model.

The Company has installed cumulative capacity of 1 MW roof top solar project through EPC for various customers in Telangana State.


Your company has four (4) subsidiary companies and one (1) associate company as on 31.03.2023 as mentioned below. Further there has been no material changes in the nature of business of the subsidiaries except that of Tejas India Solar Energy Private Limited which has abandoned the project due to non-receipt of required approvals from TSSPDCL.

Sr. No. Name of the Company Percentage (%) of Shareholding
Subsidiary/Wholly Owned Subsidiary Companies:
1. Surana Solar Systems Private Limited 51.00
2. Tejas India Solar Energy Private Limited 100.00
3. Bhagyanagar Green Energy Private Limited 58.15
4. Aryavaan Renewable Energy Private Limited 51.00
Associate Company:
1. Surana Solar Limited 41.43

In terms of proviso to sub-section (3) of Section 129 of the Companies Act,2013, the salient features of the financial statement of the subsidiaries and associates is set out in the prescribed Form AOC-1, which forms part of the Annual Report. Pursuant to the provisions of Section 136 of the Companies Act, 2013, the consolidated financial statements of the company along with relevant documents are made available on the website of the Company.


The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015, as amended and notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.

The Consolidated Financial Statements for the financial year ended 31st March, 2023 forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of its Subsidiaries on its website www.suranatele.com and a copy of separate Audited Financial Statements of its Subsidiaries will be provided to shareholders upon their request.


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.


The paid-up Share Capital of the Company as on 31st March, 2023 is Rs. 13,57,59,963 divided into 13,57,59,963 equity shares of Re. 1/- each. During the year under review, there is no change in share capital of the company.


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.


The Board of Directors have not recommended dividend for the financial year 2022-23 and have decided to retain the profits for proposed future growth plans.


The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) 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 reflects the strong commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company considers social responsibility as an integral part of its business activities.

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, providing of medical facilities and care for the environment.

During the year, the Company has spent Rs. 8,66,002/- on CSR activities.

A report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Boards Report as Annexure-III.


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 and loss 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;

(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.


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.


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 of Directors, Key Managerial Personnel and Senior Management of the Company.

During the year under review, there has been no change to the Policy. The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: http://www. suranatele.com/code-of-conduct-policies.html


The details of Loans, Guarantees, Securities and Investments made during the financial year ended 31 st 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.


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 and also 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 http://www.suranatele.com/codes-and-policies.html.

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 the Companies (Accounts) Rules, 2014 and the same is annexed herewith as ‘Annexure-IV to this Report.


The Audit Committee consists of Shri. Mayank Sanghani (Independent Director) as Chairman, Shri N Krupakar Reddy (Independent Director), Smt. Sanjana Jain (Independent Director) and Shri. Narender Surana (Managing 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.


The Annual Return in Form MGT-7 is available on the Companys website, the web link for the same is http://www. suranatele.com/annual-reports.html.


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.


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.


During the year under review, the Independent Directors of the company in terms of Schedule IV 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, 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.


During the year under review Mrs. Vinita Surana has resigned from the post of Chief Financial Officer w.e.f July 23, 2022 and in whose place Mr. T R Venkataramanan was appointed as Chief Financial Officer w.e.f November 12, 2022. Mr. Abdur Rahman, Company Secretary has resigned from the post of Company Secretary, further there were no new appointment or resignation of director.

In compliance with the Companies Act, 2013, Shri. Devendra Surana, DIN:00077296, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Further Mrs. Mansa Thakur is been appointed as a Company Secretary w.e.f. April 10, 2023 and Shri. Baunakar Shekarnath, Whole-time Director has resigned from the Board of Directors on 02.08.2023.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Shri. Narendra Surana, Managing Director, Shri. Baunakar Shekarnath, Whole-time Director (till 02.08.2023), Mr. T R Venkataramanan, Chief Financial Officer and Mrs. Mansa Thakur, Company Secretary are Key Managerial Personnel of the Company.


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.


The Company has not accepted any deposits in terms of Section 73 or Section 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.


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 Stock Exchanges for the financial year 2023-24.


M/s Luharuka & Associates, Chartered Accountants were re-appointed as Statutory Auditors of the Company at the Annual General Meeting held on 20th August, 2022, for a term of five consecutive years from the conclusion of 33rd Annual General Meeting till the conclusion of the 38th Annual General Meeting to be held in the year 2027.

M/s. Luharuka & Associates, Chartered Accountants, have confirmed that they are not disqualified from continuing as Auditors of the Company.

There are no qualifications, reservations or adverse remarks made by M/s Luharuka & Associates, Chartered Accountants, Statutory Auditors, in their report for the Financial Year ended 31st March, 2023. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.


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.


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 Base Metals and 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.


Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mrs. Rakhi Agarwal, Company Secretary in Practice, Hyderabad, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for financial year 2022-23.

The Report of the Secretarial Auditor for the financial year 2022-23 is annexed to this report as Annexure-V.

There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.


The Secretarial Audit of the material subsidiaries, M/s. Aryavaan Renewable Energy Private Limited, M/s. Surana Solar Systems Private Limited and M/s. Bhagyanagar Green Energy Private Limited for the financial year 2022-23 was carried out pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report submitted by Mrs. Rakhi Agarwal, Company Secretary in Practice, does not contain any qualification, reservation or adverse remark or disclaimer. The secretarial audit report of Material Subsidiaries are annexed to this report as Annexure - VI (a), Annexure - VI (b) and Annexure - VI (c).


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 VII to this Boards Report.


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.


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.


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 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 have 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.


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. Narender Surana, MD 23.76
Shri. Devendra Surana, Director NA
Shri. Baunakar Shekarnath, WTD 1.46

(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
Mr. Narender Surana, MD 0.00
Mr. Baunakar Shekarnath, WTD 7.50
Mr. T R Venkataramanan, CFO* NA
Mr. Abdur Rahman, CS** NA

* Mr. T R Venkataramanan appointed as CFO w.e.f.


**Mr. Abdur Rahman Resigned as CS w.e.f. 11.10.2022.

(iii) The percentage increase/(decrease) in the median remuneration of employees in the financial year is (9.35%).

(iv) There were 18 permanent employees on the rolls of company as on March 31, 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 and justification thereof and any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2022-23 is 10.31%. Percentage increase in the managerial remuneration for the year was 0.41%.

(vi) 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 at the Corporate Office of the Company.


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 Audit Department monitors 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.


There is no change in nature of business of the Company.


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.


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.


Your Company has always prioritized the well-being and development of the employees. The industrial relations of the Company continued to be harmonious during the year under review.


Your Company continues to hold ISO 9001-2008 Certification by meeting all the requirements of Certification from time to time.


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.


Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forwardlooking 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.


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
DIN:00075086 DIN: 00077296
Place: Secunderabad
Date: 10.08.2023

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