surya india ltd share price Directors report

To The Members,

Surya India Limited,

Your directors are pleased to present the 38th Annual Report on the business and operations of the Company, together with the audited financial results of the Company for the financial year ended 31st March, 2023.

1. Financial Results

The summary of the Companys financial performance for the Financial Year ended 31 March 2023 as compared to the previous financial year ended 31st March, 2022 are summarized below:

	(Amount in INR Lakhs except EPS)
Particulars	Financial Year	Financial Year
	2022-23	2021-22
		(Restated)
Revenue from Operations	430.35	351.90
Other Income	4.32	29.16
Total Revenue	434.67	381.06
Profit before Depreciation & Tax	164.64	81.32
Less: Depreciation	85.30	85.31
Profit/(loss) before Tax	79.30	(3.99)
Current tax	15.51	6.79
Deferred tax	5.70	13.64
Profit/ (loss) after Tax	58.09	(24.42)
Other Comprehensive Income net of taxes	(621.19)	6420.43
Total Comprehensive Income for the year	(563.10)	6396.01
Earnings Per Share (EPS) - Basic & Diluted (in INR.)	0.83	(0.35)
Transfer to General Reserve	-	-
Other Equity	12,446.11	13,009.20

Note: Previous year figures have been restated with comparatives given in accompanying Financial Statements, the detailed effect of restatement has been stated in Note No. 35 of the accompanying Financial Statements.

2. Financial Performance/ Operational Review

The audited financial statements of the Company, which forms part of Annual Report, have been prepared in all material aspects, in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards), Rules, 2015 and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The highlights of the Companys performance are as under:

Our total income for the financial year 2022-23 was Rs. 434.67 lakh as against Rs.381.06 lakh for the previous financial year showing an increase of 14.07% percent in the current financial year in comparison to the corresponding previous year.

Our Profit before tax for the financial year 2022-23 was Rs. 79.30 lakh as against the Loss of Rs. (3.99) lakh for the previous financial year.

Our Profit after tax for the financial year 2022-23 was Rs. 58.09 lakh as against the Loss of Rs. (24.42) lakh for the previous financial year.

Our total comprehensive income for the financial year 2022-23 was Rs. (563.10) lakh as against Rs. 6396.01 lakh for the previous financial year.

3. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which these Financial Statements relate and the date of this report.

4. The state of the companys affairs

The Company is primarily engaged in the business of purchase or otherwise deal in real estate lands, houses, buildings, sheds and other fixtures on land and buildings and to let them out on rent, contract or any other agreement as may be deemed fit or to buy and sell lands, houses, apartments to any person on such terms and conditions as may be deemed fit or to hold, maintain, sell, allot houses, apartments, sheds, or buildings thereof to the shareholders or to any other person and to carry on the business of builders, contractors, surveyors.

The company is also involved in the business of providing loans/ finances to other body corporates (not amounting to banking business).

5. Dividend

In order to conserve resources for future, no Dividend is recommended for the year under review.

6. Transfer of unclaimed dividend to Investor Education and Protection Fund

During the financial year 2022-23, no amount was pending/ required to be transferred to the Investor Education and Protection Fund (IEPF) by the Company.

7. Transfer to reserves

During the financial year 2022-23, your directors do not propose any amount to be transferred to the general reserves of the Company. The balance of other equity at the end of the financial year is Rs. 12,446.11.

8. Share capital and listing of shares

During the financial year 2022-23, there was no change in the equity share capital of the Company.

The Company has not issued any shares with differential rights or sweat equity shares.

Following are the details of the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March, 2023:

The authorized share capital of the Company is Rs. 782 lakh divided into 78,20,000 (Seventy Eight Lakh Twenty Thousand) equity shares of Rs. 10/- (Rupees Ten only) each.

The issued, subscribed and paid-up capital of the Company is Rs. 698.58 lakh divided into 69,85,832 (Sixty Nine Lakh Eighty Five Thousand Eight Hundred Thirty Two) equity shares of Rs. 10/- (Rupees Ten only) each.

The above-mentioned equity shares of the Company are listed on Bombay Stock Exchange (BSE) Limited with scrip code “539253”.

9. Change in the nature of business

During the financial year 2022-23, the Company has not commenced any new business or discontinued/ sold or disposed of any of its existing businesses or hived off any segment or division.

10. Details of directors who were appointed or have resigned during the year

During the Financial Year 2022-23, following changes were took place in the composition of the board of directors of the Company:

Appointment:

Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had on 09th day of May, 2022 approved the appointment of Mr. Ratnesh Kumar (DIN: 09600213) as an Additional Director in the capacity of Independent Director. On recommendation of the

Nomination and Remuneration committee and the Board of the Company, the said appointment was regularized by shareholders of the Company vide special resolution dated 08th August 2022 passed in the 37th Annual General Meeting of the Company for a period of five (5) consecutive years commencing from 09th day of May 2022.

Re appointment:

1. In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Preeti Agarwal (DIN: 00011450), Managing Director of the Company, who is liable to retire by rotation, was re-appointed by the shareholders of the Company in 37th Annual General Meeting held on 08th day of August, 2022.

2. In accordance with the previous shareholders approval obtained in the 32nd Annual General Meeting held on 30th September, 2017, the term of re-appointment of Mrs. Preeti Agarwal, (DIN: 00011450) as Managing Director of the Company had expired on 29th day of September, 2022. The shareholders on recommendation of Nomination and remuneration committee and Board of the Company re-appointed her as Managing Director of the Company at the 37th Annual General Meeting of the Company held on 8th August 2022 for a further period of three consecutive years commencing from 30 September 2022.

3. In accordance with the previous shareholders approval obtained in the 32nd Annual General Meeting held on 30th September, 2017, the term of re- appointment of Mrs. Priyanka Agarwal, (DIN: 01989753) as Whole time Director of the Company had expired on 29th day of September, 2022. The shareholders on recommendation of the board and Nomination and Remuneration Committee of the Company re- appointed her as Whole Time Director of the Company in the 37th Annual General Meeting of the Company held on 8th August 2022 for a further period of 3 consecutive years commencing from 30th September, 2022.

Changes after the closure of Financial Year:

Proposed appointment/ re- appointments at the 38th Annual General Meeting

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Priyanka Agarwal, (DIN: 01989753), Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Brief resume of Mrs. Priyanka Agarwal, nature of expertise in specific functional area and the name of the companies in which she holds the Directorship etc. is given in the notice convening the Annual General Meeting. Members are requested to refer the Notice of the ensuing AGM for brief profile and other related information of Director seeking re-appointment.

Further, the board hereby informs that as per the provisions of section 164 of the Companies Act, 2013, none of the above-mentioned directors are disqualified or are being debarred by Board (SEBI) or any other authorities from being appointed/ re- appointed.

11. Details of Key Managerial Personnel who were appointed or have resigned during the year

During the financial year 2022-23, following changes took place in the Key Managerial Personnel of the Company:

Inductions:

Ms. Jyoti Sabharwal (PAN: EMIPS2403B) was appointed as Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. 30th day of May 2022.

Changes after the closure of Financial Year:

Cessation:

Ms. Jagriti Aggarwal (Membership No. A45455), Company Secretary & Compliance Officer, Key Managerial Personnel, has resigned from the company w.e.f . 30th day of May 2023.

Appointment:

Ms. Pooja (Membership No. 67011) has been appointed as Company Secretary & Compliance Officer, Key Managerial Personnel of the Company w.e.f. 11th day of August 2023.

12. Independent directors and statement regarding opinion of board with regard to integrity, expertise and experience (including proficiency) of Independent Directors appointed during the year

The Company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 (“the Act”) and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the beginning of the Financial year 2022-23, due to resignation of Mrs. Puneet Bedi (DIN: 02178816), from the position of Independent Director of the Company w.e.f 11th day of February, 2022, the number of Independent Director fell below the specified number as per the provision of Section 149(4) of the Companies Act, 2013.

In order to comply with the Provision of Section 149(4) of the Companies Act, 2013, the Board had appointed Mr. Ratnesh Kumar (DIN: 09600213) as an Additional Director in the capacity of Independent Director on 09th day of May 2022. On recommendation of the Board and Nomination and Remuneration committee, the said appointment was regularized by shareholders vide special resolution passed in the 37th Annual General Meeting of the Company dated 08th August 2022 for a period of five (5) consecutive years w.e.f. 9th day of May, 2022, not liable to retire by rotation.

In the opinion of the Board, all the independent directors of the Company are person of integrity and possess relevant expertise and experience (including the proficiency) and fulfils the conditions specified in the Companies Act, 2013 and the rules made thereunder read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent of the management of the Company.

13. Statement on declaration of independence and statement on compliance of code of conduct given by independent directors

During the financial year 2022-23, all the Independent Directors of the Company have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Companies Act, 2013 (“the Act”) and Regulation 25(8) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), confirming that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Act read with Regulation 16(1)(b) of Listing Regulations and have also complied with the code of conduct for Independent Directors prescribed in Schedule IV to the Act.

Further, as per Regulation 25(8) of the Listing Regulations, the independent directors have stated that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that 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 as prescribed under the Act.

Familiarization Programme

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme of Independent Directors is placed on the website of the Company under Investor Information segment of Corporate Governance and can be accessed using the below link:

https://www.suryaindialtd.com/policies.html (click on Policy of Familiarization Programme for Independent Directors)

14. Number of meetings of the board of directors

During the year under review, the Board of Directors met 6 (Six) times. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms an integral part of this Annual Report.

15. Number of meetings of the committees

The details of the committee meetings held during the financial year 2022-23 are given in the separate section of Corporate Governance Report, which forms a part of this Annual Report.

16. Composition of committees

During the financial year 2022-23, following was the composition of the committees of the Board:

Audit Committee

During the Financial Year 2022-23, the Audit Committee comprised of three members, the details of which are as follows:

Name of Directors	DIN	Designation in the Committee	Category
Mr. Ganesh Dass Aggarwal	01547790	Chairperson	Non-Executive Independent Director
Mrs. Preeti Agarwal	00011450	Member	Executive Director
Mr. Ratnesh Kumar	09600213	Member	Non-Executive Independent Director

In compliance with the provisions of Section 177 of Companies Act 2013 and regulation 18 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 the Audit Committee was re- constituted on 09th day of May 2022.

Note: Mrs. Puneet Bedi (DIN: 02178816), resigned from the position of Non- Executive Independent Director of the company and other committees w.e.f. 11th day of February, 2022 and thereafter, Mr. Ratnesh Kumar (DIN: 09600213), was appointed as Non- Executive Independent Director of the Company and member of Audit Committee w.e.f. 09th day of May, 2022.

The composition of the Audit Committee and terms of reference meets the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. Further, details including number and dates of meeting of the Audit Committee are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

Nomination and Remuneration Committee

During the Financial Year 2022-23, the Nomination and Remuneration Committee comprised of three members, the details of which are as follows:

Name of Directors	DIN	Designation in the Committee	Category
Mr. Ratnesh Kumar	09600213	Chairperson	Non-Executive Independent Director
Mr. Manohar Lal Agarwal	00290780	Member	Non- Executive Non- Independent Director
Mr. Ganesh Dass Aggarwal	01547790	Member	Non-Executive Independent Director

In compliance with the provisions of Section 177 of Companies Act 2013 and regulation 19 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 the Nomination and Remuneration Committee was re- constituted on 09th day of May 2022.

Note: Mrs. Puneet Bedi (DIN: 02178816), resigned from the position of Non- Executive Independent Director of the Board of the company and other committees w.e.f. 11th day of February, 2022 and thereafter, Mr. Ratnesh Kumar (DIN: 09600213) was appointed as Non- Executive Independent Director of the Company and Chairperson of Nomination and Remuneration Committee w.e.f. 09th day of May, 2022.

The composition of the Nomination and Remuneration Committee and terms of reference meets the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the details including number and dates of meeting of the Committee are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

Stakeholders Relationship Committee

During the Financial Year 2022-23, the Stakeholders Relationship Committee comprised of three members, the details of which are as follows:

Name of Directors	DIN	Designation in the Committee	Category
Mr. Manohar Lal Agarwal	00290780	Chairperson	Non-Executive Non- Independent Director
Mr. Ganesh Dass Aggarwal	01547790	Member	Non-Executive Independent Director
Mr. Ratnesh Kumar	09600213	Member	Non- Executive Independent Director

In compliance with the provisions of Section 177 of Companies Act 2013 and regulation 20 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 the Stakeholder Relationship Committee was re- constituted on 09th day of May 2022.

Note: Mrs. Puneet Bedi (DIN: 02178816), resigned from the position of Non- Executive Independent Director and other committees of the company w.e.f. 11th day of February, 2022 and thereafter, Mr. Ratnesh Kumar (DIN: 09600213), was appointed as Non- Executive Independent Director and member of the Stakholders Relationship committee of the Company w.e.f. 09th day of May, 2022. The composition of the Stakeholders Relationship Committee and terms of reference meets the requirement of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the details including number and dates of meeting of the Committee are given in the Corporate Governance Report, which forms an integral part of this Report.

17. Companys policy on appointment and remuneration of directors and key managerial personnel

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Part D of Schedule II, the Board on recommendation of Nomination and Remuneration Committee (NRC) of the Company has formulated “Companys Policy on Appointment and Remuneration of Directors” which deals with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

Further, Section 134 of the Act stipulates that the Boards Report of the company is required to include a statement on companys policy on Appointment and Remuneration of Directors including criteria for determining qualifications, positive attributes, independence of director and remuneration for KMPs and other employees (“the Policy”).

Provided further that where the policy is made available on the companys website, it shall be sufficient compliance of the requirements under such clauses if salient features of the policy and changes therein are specified in brief in this report and the web address is indicated therein at which the complete policy is available.

The said policy is available on the website of the Company and web- link thereto is http://www.suryaindialtd.com/policies.html (click on Policy on Appointment and Remuneration). The said policy is stated in the corporate governance report which forms an integral part of this report.

The salient features of the policy are:

A person should possess adequate qualification, expertise and experience in their respective fields as per the position he/ she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position.

A person should be the person of high integrity, ethical standards, devote the sufficient time to the Company, and have the required skills, expertise and experience and shall perform duties in a bona-fide manner; and

A person shall have personal, professional or business standing;

The company has made certain changes in the existing policy. The criteria for determining qualification, positive attributes and independence of director has been elaborated in order to bring more clarity and in order to ensure that the policy is in line with the existing laws, rules, regulations and current market scenario.

Remuneration: Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long- term performance objectives appropriate to the working of the company and its goals.

18. Formal annual evaluation of board performance, its committees and individual directors

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Clause VII & VIII of Schedule IV of the Act and Regulation 17(10) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other applicable regulations, read with SEBI Circular on Guidance Note on Board evaluation having No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017, the Nomination and Remuneration Committee (“the Committee”) of the Company has devised “Policy on evaluation of performance of directors and the board” to evaluate the performance of Independent Directors, Board, Committees and other Individual Directors. The said policy can be accessed from the website of the company at https://www.suryaindialtd.com/policies.html (Click on Policy on evaluation of performance of Directors and the Board).

The evaluation is carried out through a structured questionnaire. The Nomination and Remuneration Committee and the Board expressed their satisfaction with the evaluation process and the results thereof.

The performance evaluation of the Board, its Chairman and the Non-Independent Directors were carried out by the Independent Directors at their separate meeting on the basis of following parameters, namely, qualifications and experience, attendance and participations at meetings of the Board and committees thereof, initiative in raising concerns to the Board, contribution to strategic decision making, initiative in terms of new ideas and planning etc. and were found satisfactory and there was transparent information flow from the management.

The Directors expressed their satisfaction with the overall evaluation process.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the director being evaluated. The criteria for evaluation included qualification and experience, attendance and participations in the meetings, initiative in raising of concerns to the Board, rendering independent, unbiased opinion and resolution of issues at meetings, safeguard of confidential information etc.

19. Directors responsibility statement

Pursuant to requirement under clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the directors had 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 and of the profit/ loss of Company for that period; iii) the directors had 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;

iv) the directors had prepared the annual accounts on a “going concern basis.”

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

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

20. Corporate governance report

The Company is committed to adhere the requirement of Corporate Governance as laid down in Regulation 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended from time to time. The report on Corporate Governance as stipulated under the Regulation 34(3) read with Para C of Schedule V of Listing Regulations is presented in separate section, which forms an integral part of this Report and is marked as Annexure- I.

Certificate from the Statutory Auditors of the company i.e. M/s P. R. Kumar & Co., Chartered Accountants, confirming the compliance with the conditions of corporate governance as stipulated under under Para E of Schedule V of the Listing Regulations is attached to this report as Annexure- II.

21. Management discussion and analysis report

Pursuant to Regulation 34(3) read with Para B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report containing information inter-alia on industry structure and developments, your Companys performance, future outlook, opportunities and threats etc. for the financial year ended 31st March, 2023, is provided in a separate section, forming integral part of this Annual Report and marked as Annexure- III.

22. Auditors and Auditors Report

Statutory Auditors:

The term of appointment of M/s KAP & Associates, Chartered Accountants, having FRN: 024745N, had expired at the 37th Annual General Meeting of the Company held on 8th day of August 2022.

Subsequently, Pursuant to the provisions of Section 139 of the Companies Act, 2013, the members at the 37th Annual General Meeting of the Company held on 8th August, 2022 appointed M/s P. R. Kumar & Co., Chartered Accountants, having Firm Registration Number: 003186N, as Statutory Auditor of the Company for a term of 5 (Five) consecutive years to conduct the statutory audit of the Company for the financial year 2022-2023 to Financial Year 2026-27 and to hold office till the conclusion of AGM to be held for the financial year 2026-2027.

Independent Auditors Report:

M/s P. R. Kumar & Co., Chartered Accountants, having Firm Registration Number: 003186N, Statutory Auditors of the Company have submitted their report for the Financial Year 2022-23, which does not contain any qualification, reservation or adverse remark or disclaimer. The Audit Report contains an emphasis of matters, however the conclusion of Auditor is not modified in respect of those matters and the same has been explained in Note No. 35 of the Financial Statements. The report is self- explanatory and therefore, the board does not have any explanation or comment.

The report of the auditors is attached to the financial statements, which forms a part of this Annual Report.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its meeting held on 31st August, 2018, re- appointed M/s P. Kathuria & Associates, Company Secretaries (CoP: 3086), as the Secretarial Auditor of the Company for a period of five consecutive years to conduct secretarial audit from the financial year 2018- 19 to financial year 2022- 23 on such terms and conditions including remuneration, scope of Audit etc. as may be mutually agreed.

Further, as the terms of appointment of M/S P. Kathuria & Associates, Company Secretaries (CoP: 3086), as the Secretarial Auditor of the Company had expired. Therefore, the Board of the Company has re-appointed them as Secretarial Auditor of the Company for a further term of 5 consecutive years i.e. for the Financial year 2023-24 to Financial year 2027-28.

In terms of the above, the secretarial auditor continued to act as Secretarial Auditor of the Company for the said financial year.

Secretarial Auditor Report:

The Secretarial Audit Report in form no. MR- 3, for the financial year ended 31st March, 2023 is annexed as Annexure- IV to this report.

The Secretarial auditor of the Company in its report has given a qualification which read as follows:

S. Relevant Provision /Regulation for Compliance Requirement	Observation
1. Regulation 23(9) of SEBI (LODR) Regulations, 2015.	Delay in submission by one day, of disclosure of related party transactions under regulation 23(9) for half year ended 30th September, 2022, to the Stock exchange and accordingly Company has paid the fine levied by the Stock exchange of Rs. 5,000/- plus GST on 9th January, 2023, stating that the non- compliance was unintentional and inadvertent.
.

Comments of the Board: The board of directors of the company hereby informs that there was a delay in submission of Related Party Transaction Report for the half year ended 30th September, 2022 to the BSE Limited, stock exchange where the securities of the Company are listed.

Further, the board hereby informs that the delay in submission of related party transaction report for the half year ended 30th September 2022 was on account of difference in interpretation of the Law. The delay was purely inadvertent and unintentional there was no malafide or false intention behind the same. The Board will be utmost vigilant in future to ensure the compliances.

Also, as per the applicable provisions, the same was also taken on note by the board of directors in its meeting held on 13th day of February, 2023 and the comments of the board was duly submitted to the Stock Exchange.

Internal Auditor

Mr. Ashish Bansal, Internal Auditor of the Company served his resignation to the Company w.e.f. 14th day of July, 2022. Subsequently, the Board of Directors of your Company in its meeting held on 14th day of July, 2022 had appointed Mr. Gulshan Kumar Uttreja, Chartered Accountants, having Membership No. 094149 as internal auditor of the Company for a period of five years to conduct the internal audit of the Company from financial year 2022-23 to financial year 2026-27.

Internal Auditor Report:

The Internal Auditor submits its report to the Audit Committee on quarterly basis for review, which is forwarded to Board of Directors for their consideration and necessary action.

23. Restatement of the Financial Statements of previous years

During the year, the Company has restated its financial statements for the year ended March 31, 2022 and as April 1, 2021 in order to give effect to significant prior period errors, in accordance with Ind AS- 8.

The following are significant prior period errors, which came into light in the current year:

Change in Fair Value Measurement for Equity Instruments:

During the year, the Company has changed the valuation methodology of Investment in its Financial Statements to align with requirement of IND AS -109 financial instrument and recorded fair valuation gain of Rs. 768.23 Lakhs (Net of Taxes) in other equity as at 1st April,

2021 and Rs. 805.79 Lakhs in statement of other comprehensive income for the year ended 31st March 2022. As required by IND AS 1 Presentation of Financial Statements, the Company has presented Balance Sheet as at April 1, 2021 for retrospective restatement due to significant prior period errors. The Company has given a detailed note for significant prior period errors and has disclosed the impact on the financial statements. The impact of the above said restatement has been disclosed in note no. 35 of the accompanying Financial Statements.

24. Maintenance of cost records

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

25. Annual secretarial compliance report

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 (as amended from time to time) issued by SEBI, the Company has obtained and submitted the Annual Secretarial Compliance Report, issued by M/s. P. Kathuria & Associates (CoP: 3086), Company Secretaries with BSE Limited, confirming compliances with applicable SEBI regulations, circulars and guidelines.

The compliance report as provided was qualified with respect to the delay in One day in submission of related party transaction report to the Stock Exchange in pursuance of regulation 23(9) for the half year ended 30th September, 2022

The details of the delay along with the comments of the board has been explained in detail under clause no. 22 related to secretarial auditor report of Board Report and also under the head strictures and penalties of corporate governance report.

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

During the financial year 2022-23, in terms of Section 143(12) of the Act, the Auditors of the Company have not reported any frauds to the Audit Committee or the Board of the Company.

27. Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (”the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Further, there are no deposits unclaimed or pending in the books of the Company. Hence, the requirement of providing details relating to deposits and of deposits, which do not comply with Chapter V of the Act, is not applicable.

28. Risk management policy

Business risk evaluation and management is an on- going process within the organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the risk management policy broadly comprises of: oversight of risk management performed by the executive management;

reviewing the Business Risk Management policy and framework in line with local legal requirements and SEBI guidelines; reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle; defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

Risk management philosophy is to adopt an independent holistic approach to manage uncertainties from all quarters that is “enterprise-wide risk management”.

Three critical elements on which the enterprise risk management framework is build are as follows: creating a clear direct line of sight from risk management to investors value; implementing a process to protect investors value; and building the organizational capability to ensure strategic risk management.

In the opinion of the board of directors of the Company, there are no major risk, which may threaten the existence of the Company.

The risk management policy of the Company can be accessed from the website of the Company at https://www.suryaindialtd.com/policies.html (Click on Risk Management Policy).

29. Extracts of annual return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, a copy of Annual Return in form MGT- 7 is being placed on the website of the Company under Investor Information segment of Corporate governance section and can be accessed using the below link: https://www.suryaindialtd.com/investor.html

30. Transactions with related party

All the transactions that are entered into with the related parties are placed before the Audit Committee of the Company for its approval. An omnibus approval from the Audit Committee was obtained in the first meeting for the related party transactions which are repetitive in nature. In case of transactions which are unforeseen or in respect of which complete details are not available, the Audit Committee has granted an omnibus approval to enter into such unforeseen transactions, provided the transaction value does not exceed Rupees One crore per transaction. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis.

Further, the company has also obtained approval from its shareholders in its previous Annual General Meetings for entering into certain transactions with the related parties for an amount exceeding the limits as specified under the Act and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended from time to time.

Now, in accordance with the amended provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with the circulars issued thereunder, the board of directors of the Company has proposed various related party transactions entered/ to be entered into with the related parties during the financial year 2023-24 and up to the date of the Annual General Meeting to be held for the Financial Year ended 31st March, 2024, for consideration and approval of the shareholders.

The shareholders are requested to consider and approve the same in the best interest of the Company.

31. Particulars of contracts or arrangements with related parties referred to in sub- section (1) of section 188

All transactions with related parties that were entered into during the financial year 2022-23 were on arms length basis and in the ordinary course of the business and disclosed in the notes on Financial Statements. There were some materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons, which may have potential conflict with interests of the Company at large. Accordingly, the disclosure of related party transactions as required under are 134(3)(h) of the Act in Form AOC- 2 is annexed as Annexure- V. The related party transactions are also disclosed in note no. 34 of the notes to the financial statements.

The policy on related party transactions is uploaded on the Companys website and can be accessed using the link http://www.suryaindialtd.com/policies.html (Click on Policy on Related Party Transactions)

32. Corporate social responsibility

The Company does not fall under the prescribed criteria of Section 135(1) of the Companies Act, 2013. Therefore, it is not required to constitute CSR Committee and thus is also not required to develop CSR policy of the Company.

33. Particulars of loans, guarantees or investments under section 186

Particulars of the loan given by the Company are provided in the note no. 7 to the Audited Financial Statements.

The details of investments made by the Company as at 31st March, 2023 are provided in the note no. 3 to the Audited Financial Statements.

Further, the Company has not given any guarantee to any person during the financial year under review.

34. Disclosure under rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year 2022-23 along with other details as mentioned in the said sub- section are annexed as “Annexure- VI”.

A statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in “Annexure- VII”, which forms an integral part of this Annual Report.

35. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars of conservation of energy, technology absorption and Foreign exchange earnings and outgo are as under:

a. Conservation of energy: i. the steps taken or impact on conservation of energy: Nil ii. the steps taken by the company for utilizing alternate sources of energy: Nil iii. the capital investment on energy conservation equipments: Nil

b. Technology absorption: i. the efforts made towards technology absorption: Nil ii. the benefits derived: Nil iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a. the details of technology imported: Nil b. the year of import: Nil c. whether the technology been fully absorbed: Nil d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil iv. the expenditure incurred on Research and Development: Nil

c. Foreign exchange earnings and outgo for the Financial Year 2022-23:

Actual Inflows (Earnings): Nil; Actual outflows (Outgo): Rs. 4.53 lakh

36. Adequacy of internal financial controls

The Company has an Internal Financial Control System, which is commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

37. Litigation

No material litigation was outstanding as on 31st March, 2023. Details of litigation on tax matters, if any, are disclosed in the notes on Financial Statements.

38. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future

During the financial year 2022-23, there were no significant and material orders passed by the regulators or courts or tribunals, Statutory or quasi-judicial body impacting the going concern status and the Companys operations in future.

39. Vigil mechanism/ whistle blower policy

In accordance with Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has formulated a Vigil Mechanism framework to address the genuine concerns or grievances, if any, of the directors and employees of the Company. The details of Vigil Mechanism/ Whistle Blower Policy are stated in the Corporate Governance Report, which is annexed to this Report. The policy is uploaded on the website of the Company and can be accessed through the below mentioned link:

http://www.suryaindialtd.com/policies.html (Click on Whistle Blower Policy)

40. Prevention of insider trading

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, Insider Trading Prohibition Code as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Key Managerial Personnel, Directors, designated employees and other employees. The code is uploaded on the website of the Company and can be accessed through the below mentioned link:

http://www.suryaindialtd.com/policies.html. (Click on Insider Trading Prohibition Code)

41. Disclosure as per the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed for providing and promoting a safe and healthy work environment to its employees and other people at its workplace. The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ‘Prevention of Sexual Harassment policy (POSH) that is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace, alongwith a structured reporting and redressal mechanism. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee, known as the POSH Committee, to inquire into complaints of sexual harassment and recommend appropriate action. The POSH policy is displayed on the Companys website and is communicated to employees through e-mails, communication campaigns and other channels from time to time.

Further, the Company has not received any complaint on sexual harassment during financial year 2022-23.

42.Subsidiary/ associate/ joint venture companies

As on 31st March, 2023, the Company does not have any subsidiary company within the meaning of section 2(87) of the Act or any associate company within the meaning of section 2(6) of the Companies Act, 2013 or joint venture company.

43. Performance and financial position of subsidiary/ associate/ joint venture companies

Since the company does not have any subsidiary/ associate/ joint venture, thus, as per the provisions of Section 129(3) of the Companies Act, 2013, a separate statement in form AOC- 1, containing the performance and financial position of the subsidiaries/ associate/ joint venture company is not required to be annexed to this report.

44. 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

The Company has not taken any loan from bank or financial institution. Therefore, no such details are furnished here.

45. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

The Company has neither made any application nor there is any proceeding which is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

46. Loan from directors or relatives of director of the Company

During the period under review, the company has not accepted/ received any amount from the person who at the time of receipt of the amount was a director of the Company or relative of the Director of the Company.

47. Compliance with secretarial standards

The Secretarial Standards (SS) i.e. SS-1 & SS-2, as issued by the Institute of Company Secretaries of India, relating to meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

48. Listing fees

The equity shares of the Company are listed on BSE Limited with scrip code 539253. The Company confirms that the annual listing fees to BSE Limited for the financial year 2022-23 and 2023-24 have been duly paid.

49. Acknowledgements

The Directors wish to record their sincere gratitude to the valued customers, vendors, investors and partners, business associates, SEBI, BSE Limited, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities and the Companys bankers for the ongoing support for the continuous co-operation, support and assistance extended by them. We place on record our appreciation of the commitment, dedication and hard work put in by employees of the Company.

The Board also wish to place on record once again, their appreciation for the contribution made by the workers, staff and executives at all levels, to the continued growth and prosperity of the Company. The overall industrial relations remained cordial at all the establishments.

For and on behalf of the Board of Directors of Surya India Limited

Preeti Agarwal	Priyanka Agarwal
Managing Director	Wholetime Director
DIN: 00011450	DIN: 01989753
Add: J-15, Hauz Khas Enclave,	Add: J-15, Hauz Khas Enclave,
New Delhi-110016	New Delhi-110016
Date: 04.09.2023
Place: New Delhi