Surya India Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting their 34th Report on the business and operations of the Company, together with the audited results for the financial year ended 31st March 2019.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

(Amount in Rs. Lacs)

Particulars 2018-19 2017-18
Revenue from Operations 462.37 428.07
Other Income 1.64 101.22
Total Revenue 464.01 529.29
Profit before Depreciation 219.98 297.50
Less: Depreciation 39.66 41.62
Profit before Tax 180.32 255.88
Provision for Tax(Net) 44.32 64.31
Profit after Tax 136.00 191.57
Other Comprehensive Income 1279.08 12.28
Total Comprehensive Income for the year 1415.08 203.85
Earnings Per Equity Share 20.26 2.92
Transfer to General Reserve - -
Closing Balance of Reserves & Surplus 5746.72 4331.63
(Other Equity)

FINANCIAL PERFORMANCE/OPERATIONAL REVIEW

The financial statements of the Company 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, as amended from time to time.

In Financial Year 2018-19, the revenue from operation and other income were Rs. 464.01 Lacs as against Rs. 529.29 Lacs for the previous financial year registering a decrease of 65.28 Lacs in the current year in comparison to the corresponding previous year. The profit before tax was Rs. 180.32 Lacs and the profit after tax was Rs. 136.00 for the financial year under review as against Rs. 255.88 Lacs and Rs. 191.57 Lacs respectively for the previous financial year. Total Comprehensive income for the Financial year 2018-19 were Rs. 1415.08 lacs as compared to previous year amounting to Rs. 203.85 lacs. There were no material changes and commitments affecting the financial position of the company occurred between the end of the financial year and the date of the report. Earnings Per Share at the end of financial year 2018-19 has been increased to ten times from Rs. 2.92/- to Rs. 20.26/-

Overall, the Company is performing up to the expectations of the investors of the Company and the Companys management believes that the Company will achieve its growth momentum in future soon to create wealth for their shareholders.

COMPANYS AFFAIRS

The Company primarily engaged in the business of Real estate and related activities of providing its properties on lease and also invest its surplus funds in securities (both quoted and unquoted) and provide loans & advances to its group companies in accordance with its Loan Policy.

DIVIDEND

Keeping in view of the fund requirements of the Company and business scenario, your Board proposes to plough back the profits in the business of the Company and create reserves for the Company. As a matter of this, your board does not recommend any dividend for the financial year 2018-19.

TRANSFER TO RESERVES

During Financial Year 2018-19, no amount has been transferred to the general reserves of the Company. The Balance of Reserve & Surplus at the end of the Financial Year is Rs. 574,671,664/-.

SHARE CAPITAL AND LISTING OF SHARES

There is no change in the Equity Share Capital of the Company during the financial year under review. The Issued, Subscribed and Paid-up Share Capital for the year ending on 31st March, 2019 is Rs. 69,858,320/- (69,85, 832 Equity Shares of Rs. 10/- each). The Shares of the Company are listed on Bombay Stock Exchange Limited (BSE).

CHANGE IN NATURE OF BUSINESS

During the year under review, 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Preeti Agarwal, Managing Director, retires by rotation at the ensuing Annual General Meeting and offers herself for reappointment. Brief resume of Mrs. Preeti Agarwal, nature of expertise in specific functional area and the name of the public companies in which he 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 Directors seeking appointment/re-appointment.

Appointment of Key Managerial Personnel (KMPs)

As per the provisions of section 203 of the Companies Act, 2013, following officials as named below were Key Managerial personnel of the company during the year under review:

Name of the Official Key Managerial Personnel
Mrs. Preeti Agarwal Managing Director
Mrs. Priyanka Agarwal Whole Time Director
Mr. Ram Babu Goyal* Chief Financial Officer
Mr. Jitesh Grover Company Secretary

During the year, under review, there was no change in Key Managerial Personnel of the Company.

*However, w.e.f. 1st June, 2019, Mr. Ram Babu Goyal has resigned from the post of Chief Financial Officer and Key Managerial Personnel of the Company and Mr. SatyaPrakash Gaur has been appointed as Chief Financial Officer and Key Managerial Personnel of the Company in place of him.

INDEPENDENT DIRECTORS

During the year under review, Mr. Kishan Behari Jain had resigned from the post of Non-Executive Independent Director w.e.f 31st August, 2018 and Mrs. Puneet Bedi (DIN: 02178816) was appointed as a Non-Executive Independent Director of the Company for a first term of five consecutive years w.e.f. 31st August, 2018 on the basis of recommendation made by Nomination & Remuneration Committee (NRC). Her appointment was duly approved by the members of the Company at the Annual General Meeting (AGM) of the Company held on 29th September, 2018.

The first term of five consecutive years of Mr. Ganesh Dass Aggarwal (DIN: 01547790), Non-Executive; Independent Chairman & Director is ending on 29th September, 2019 and he is eligible for re-appointment for a second term. In the opinion of the Board, Mr. Ganesh Dass Aggarwal fulfills the conditions for his re-appointment as an Independent Director as specified in the Act and the SEBI Listing Regulations. Thus, in pursuant to the recommendation of NRC, the Board at its meeting held on 31st July, 2019, approved and recommended to the members of the Company, re-appointment of Mr. Ganesh Dass

Aggarwal as a Non-Executive Independent Director designated as ‘Chairman of the

Company, not liable to retire by rotation for a second term of five consecutive years w.e.f. 30th September, 2019 to 29th September, 2024. Accordingly, special resolution for his re-appointment is included in the Notice of ensuing AGM for approval of members of the Company.

The Company has received an intimation in Form DIR-8 from Mr. Ganesh Dass Aggarwal that, he is not disqualified from being re-appointed as an Independent Director in terms of Section 164 of the Act, declaration that he meets with the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI Listing Regulations and his consent to continue as an Independent Director.

Accordingly, special resolution for his re-appointment is included in the Notice of ensuing AGM for approval of members of the Company.

STATEMENT ON DECLARATION OF INDEPENDENCE & STATEMENT ON COMPLIANCE OF CODE OF CONDUCT GIVEN BY INDEPENDENT DIRECTORS

The Company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in sub-Section (6) of Section 149 of the Act & also have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

NUMBER OF MEETINGS OF THE BOARD

During the year, 8 (Eight) Board Meetings were held on 10th April, 2018, 5th May, 2018, 30th May, 2018, 13th August 2018, 31st August 2018, 14th November, 2018, 14th February, 2019 and 30th March, 2019. The intervening gap between the meeting was within the period prescribed under the Companies Act, 2013.

A Separate Meeting of Independent Directors of the Company was also held on 30th March, 2019 in compliance of Schedule IV of the Companies Act, 2013. The details of the Board meetings and attendance of the Directors are provided in the Corporate Governance Report as an integral part of this Report.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee (NRC) has formulated "Nomination and Remuneration Policy" which deals inter-alia with appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees. The said policy is uploaded on the website of the Company and web-link thereto is http://www.suryaindialtd.com/policies.html.

The salient features of the policy are as under:

I. Criteria for appointment:

1. NRC shall identify, ascertain and consider the integrity, qualification, expertise and experience of the person for the appointment as a Director of the Company and recommend to the Board his / her appointment. The Directors shall uphold ethical standards of integrity and probity and shall exercise their duties and responsibilities in the interest of the Company.

2. A person proposed to be appointed as Director should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. They shall possess appropriate core skills/ expertise/competencies/ knowledge in one or more fields of finance, law, management, sales and marketing, administration, research and in the context of business and/or the sector in which the company operates. The NRC has the discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.

3. The Company shall comply with the provisions of the Act and Listing Regulations and any other laws if applicable for appointment of Director of the Company. The Company shall ensure that provisions relating to limit of maximum directorships, age, term etc. are complied with.

II. Remuneration of the Whole Time /Executive Director(s) / Managing Director :

1. The remuneration including commission payable to the Whole Time /Executive Director(s) / Managing Director shall be determined and recommended by the NRC to the Board for approval.

2. While determining the remuneration of the Executive Directors, following factors shall be considered by the NRC/Board:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

III. Remuneration to Non- Executive / Independent Directors:

Sitting Fees: Independent Directors are entitled for sitting fees for attending meetings of the Board and committees (excluding Share Transfer Committee) and Independent Directors Meeting as may be approved by the Board within the limit specified under the Act.

However, the Company has received a consent letter from the Independent and Non-Independent Directors of the Company for not taking sitting fees and reimbursement of expenses for participating the Board and other meetings of the Company for the financial year 2018-19.

FORMAL ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 16(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of its own performance, its directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Shareholders Investor Grievance Committee/ Stakeholder Relationship Committee. The manner in which the evaluation has been carried out is explained below:-

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board functioning such as adequacy of composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance of the Board and its Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who was evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interests of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Directors expressed their satisfaction with the overall evaluation process.

COMPOSITION OF AUDIT & OTHER COMMITTEES

Audit Committee

During the year under review, there was a change in composition of the Audit Committee due to resignation of Mr. Kishan Behari Jain from the post of Non-Executive, Independent Director, who was also a member of the Committee. Mrs. Puneet Bedi was appointed as member of the Committee in place of Mr. Kishan Behari Jain w.e.f 31st August, 2018.

As on 31st March 2019, the Audit Committee comprised of three Directors out of them, two were Non-Executive Independent Directors, namely Mr. Ganesh Dass Aggarwal, (Chairman of the Committee), Mrs. Puneet Bedi, (Member of the Committee) and One Executive Director, Mrs. Preeti Agarwal, (Member of the Committee).

More details including numbers and dates of meetings of the Committee are given in the Corporate Governance Report, being an integral part of this Report.

Nomination and Remuneration Committee

During the year under review, there was a change in composition of the Nomination & remuneration Committee due to resignation of Mr. Kishan Behari Jain from the post of Non-Executive, Independent Director, who was also a chairman of the Committee. Mrs. Puneet Bedi was appointed as chairman of the Committee in place of Mr. Kishan Behari Jain w.e.f. 31st August, 2018.

As on 31st March 2019, the Nomination and Remuneration Committee consists of three Members comprising two Non-Executive Independent Directors namely Mrs. Puneet Bedi (Chairman of the Committee), Mr. Ganesh Dass Aggarwal (Member) and one Non-Executive Director, Mr. Manohar Lal Agarwal (Member). The Composition of the Nomination and Remuneration Committee and terms of reference meets the requirement of Section 178 of the Companies Act, 2013, Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

More details including numbers and dates of meetings of the Committee are given in the Corporate Governance Report, being an integral part of this Report.

Stakeholders Relationship Committee

During the year under review, there was a change in composition of the Stakeholders Relationship Committee due to resignation of Mr. Kishan Behari Jain from the post of Non-Executive, Independent Director, who was also a member of the Committee. Mrs. Puneet Bedi was appointed as member of the Committee in place of Mr. Kishan Behari Jain w.e.f. 31st August, 2018.

The Stakeholders Relationship Committee consists of three Members, comprising two Non-Executive Independent Directors namely Mr. Ganesh Dass Aggarwal (Member), Mrs. Puneet Bedi (Member) and one Non-Executive Director, Mr. Manohar Lal Agarwal (Chairman of the Committee). The Composition of the Stakeholders Relationship Committee and terms of reference meets the requirement of Section 178 (5) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

More details including numbers and dates of meeting of the Committee are given in the Corporate Governance Report, being an integral part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to 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:

i) that in preparation of the Annual Accounts for the financial year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 of your Company for that period;

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

iv) that the directors had prepared the Annual Accounts for the financial year ended 31st March 2019 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.

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.

CORPORATE GOVERNANCE REPORT

The Company is committed to adhere the requirement of Corporate Governance as laid down in Clause 17 to 27 read with Schedules of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "Listing Regulations" by the Securities and Exchange Board of India (SEBI) as amended from time to time. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report as Annexure-I.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Regulations read with Schedules of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report containing information inter-alia on industry trends, your Companys performance, future outlook, opportunities and threats for the year ended 31st March, 2019, is provided in a separate section forming integral part of this Annual Report as

Annexure-III.

AUDITORS AND AUDITORS REPORT

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 30th September 2017 appointed M/s KAP & Associates, Chartered Accountants, as statutory auditors of the Company from the conclusion of 32nd Annual General Meeting of the Company till the conclusion of 37th Annual General Meeting covering one term of five consecutive years.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7th May 2018, ratification of auditors appointment is no longer required.

The Statutory Auditors of the Company have submitted report to the members of the Company for the Year, which is unqualified, without any reservation or adverse remark or disclaimer. The same report of the auditors is attached to the financial statements forming a part of this Report. Therefore, Board does not have any explanation or comment.

Secretarial Auditors

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. P. Kathuria & Associates, Company Secretaries (Certificate of Practice No. 3086), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2019 - 20.

The Company has received consent from Mr. Pradeep Kathuria to act as the Secretarial Auditor for conducting audit of the secretarial records for the financial year ending 31st March, 2019.

The Secretarial Audit Report for the financial year ended 31st March, 2019 under Companies Act, 2013, read with Rules made thereunder is annexed as Annexure- VI to this report received from Company Secretary in Practice, M/s P. Kathuria & Associates (C.P. No. 3086) is self explanatory except the following points :-

• Company had not submitted its Annual Report for the financial year 2017-2018 to Stock Exchange and also had not published it on its website within the prescribed time limit as required under Regulation 34(1) and Regulation 46(2)(I)(iii) of SEBI (LODR) Regulations, 2015 respectively. A notice from BSE has been received by the company vide Notice no. LIST/COMP/539253/REG. 34-Mar18/988/2018-19 on 16.11.2018 for non-submission of Annual Report for the financial year 2017-2018. However Annual Report for the financial year 2017-18 submitted by the Company on 27.11.2018 and also published on its website on 03.12.2018 and paid the Fine of Rs. 37,760/- in the favour of Bombay Stock Exchange. The same has been noted by the Board of Directors in its meeting held on 14.02.2019 stating that the non-compliance was due to inadvertent omission.

• Company had not submitted Voting Results of its Annual General Meeting held on 29.09.2018 for the financial year ended 31.03.2018 to Stock Exchange within the prescribed time limit i.e. within forty-eight hours of conclusion of its General Meeting as required under Regulation 44(3) of SEBI (LODR), 2015. Later on, the Voting Results have been submitted on 01.10.2018 at 05:35 p.m. i.e. within 54 hrs. and 25 minutes of conclusion of AGM on 29.09.2018 at 11:10 a.m.

Internal Auditors

The Board of Directors of your Company has re-appointed Mr. Ashish Bansal, Chartered Accountant, having Membership No. 522132 in its meeting held on 31.08.2018 as internal auditor of the Company for a period of five years from financial year 2018-19 to financial year 2022-23.

EXPLANATION IN RESPONSE TO SECRETARIAL AUDITORS QUALIFICATION/REMARKS

The Secretarial Audit Report (annexed as Annexure- VI) received from Company Secretary in Practice, M/s P. Kathuria & Associates (C.P. No. 3086) is self explanatory except the following points :-

• Company had not submitted its Annual Report for the financial year 2017-2018 to Stock Exchange and also had not published it on its website within the prescribed time limit as required under Regulation 34(1) and Regulation 46(2)(I)(iii) of SEBI (LODR) Regulations, 2015 respectively. A notice from BSE has been received by the company vide Notice no. LIST/COMP/539253/REG. 34-Mar18/988/2018-19 on 16.11.2018 for non-submission of Annual Report for the financial year 2017-2018. However Annual Report for the financial year 2017-18 submitted by the Company on 27.11.2018 and also published on its website on 03.12.2018 and paid the Fine of Rs. 37,760/- in the favour of Bombay Stock Exchange. The same has been noted by the Board of Directors in its meeting held on 14.02.2019 stating that the non-compliance was due to inadvertent omission.

• Company had not submitted Voting Results of its Annual General Meeting held on 29.09.2018 for the financial year ended 31.03.2018 to Stock Exchange within the prescribed time limit i.e. within forty-eight hours of conclusion of its General Meeting as required under Regulation 44(3) of SEBI (LODR), 2015. Later on, the Voting Results have been submitted on 01.10.2018 at 05:35 p.m. i.e. within 54 hrs. and 25 minutes of conclusion of AGM on 29.09.2018 at 11:10 a.m.

Boards reply for the above Points of the Secretarial Audit Report:

• Although, the Board has taken due and reasonable care of various statutory compliances under the new Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable laws, however, the non-submission of Annual Report for the financial year 2017-2018 and also not published it on its website within the prescribed time was due to inadvertent omission. The Board had taken immediate action once it comes to their notice and submitted the Annual Report on 27.11.2018 and also published on its website on 03.12.2018.

• The other qualification stated in Secretarial Audit Report that Company had not submitted Voting Results of its Annual General Meeting held on 29.09.2018 for the financial year ended 31.03.2018 to Stock Exchange within the prescribed time limit, and the reason for delay for late submission was due to non-providing of Scrutinizer Report on e-voting within the prescribed time by the Scrutinizer (Mr. Pradeep Kathuria) and the Company is always trying to comply all the applicable laws, rules, regulations etc. with true letter and spirit.

Also, the Board taken note of the same and assures that the Company will take all necessary steps to ensure proper and timely compliance of all applicable laws/circulars/ regulations etc. with true letter and spirit.

ANNUAL SECRETARIAL COMPLIANCE REPORT

As per SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Company has duly submitted the Annual Secretarial Compliance Report, issued by M/s. P. Kathuria & Associates, Practicing Company Secretaries, Secretarial Auditors, with BSE Limited within the specified time period.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

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

DEPOSITS

During the year under review, the Company has not accepted any deposits covered within the meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. Further, there are no deposits unclaimed or pending in the books of the Company. The company does not have any deposits which are in contradiction of Chapter V of the Act.

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 built; 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.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Act, read with the Companies (Management and Administration) Rules, 2014, are enclosed as "Annexure-VII" to this report.

Pursuant to Section 134 (3) (a) of the Act, a copy of annual return will be placed on the website of the Company and can be accessed using the link: https://www.suryaindialtd.com/compliancereports.html.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained 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 grants an omnibus approval to enter into such unforeseen transactions, provided the transaction value does not exceed Rs. 1 Crore (per transaction in a financial year). The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis.

All transactions with related parties that were entered into during the financial year were on arms length basis and in the ordinary course of the business. There were no 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. The details of Related Party Transactions are disclosed in Notes to the Financial Statements attached to and forming part of the Annual Financial Statements and also stated in Form AOC-2 annexed as Annexure-VIII.

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

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub- section 3 of Section 178 of the Companies Act, 2013. The Remuneration Policy is stated in the Corporate Governance Report, integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The criteria of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.

During the year under review, in pursuance of Section 185, Section 186 or any other provisions of Companies Act, 2013 and Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has granted loan or issued corporate guarantee or provided guarantee for an amount not exceeding Rs. 100 Crores (Rupees One Hundred Crores only) to Haldiram Snacks Private Limited ("sister concern") for the business purpose in one or more tranches in any financial year from time to time and the same was duly approved by the members of the Company by the way of Special Resolution since the Company and Haldiram Snacks Private Limited have common director i.e. Mr. Manohar Lal Agarwal at the Annual General Meeting (AGM) held on 29th September, 2018.

The details of the loan made by the Company are provided in the notes to the Audited Financial Statements. The Company has not given any Guarantee to any person during the financial year and the details of investments made by the Company are also provide in the notes to the Audited Financial Statements.

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)(i) of The Companies (Appointment and Remuneration) 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 2018-19 are annexed as "Annexure-IX".

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 & Remuneration of Managerial Personnel) Rules, 2014 is provided in "Annexure X" forming part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Your company is not involved in carrying out any manufacturing/production activities. The information on Conservation of Energy and Technology Absorption of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is therefore, not required to be furnished.

(C) Foreign exchange earnings and Outgo for the Financial Year 2018-19:

Actual Inflows (Earnings):-Nil ;

Actual outflows (Outgo):- Rs. 1,034,965 /-

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Financial Control System, which commensurate with the size, scale and complexity of its operations. Mr. Ashish Bansal, Chartered Accountant, was appointed as Internal Auditors of the Company during the year. 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.

LITIGATION

No material litigation was outstanding as on 31st March 2019. Details of litigation on tax matters, if any, are disclosed in the Financial Statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no material and significant 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The details of Vigil Mechanism/Whistle Blower policy are stated in the Corporate Governance Report annexed to this Report. The vigil mechanism/whistle blower policy may be accessed on the companys website at the link: http://www.suryaindialtd.com/policies.html

PREVENTION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("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 KMP, Directors, designated employees and other employees. The code is uploaded on the website of the Company at http://www.suryaindialtd.com/policies.html.

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 for all its employees. 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, along with a structured reporting and redressal mechanism. The Company has also constituted an Internal Complaints Committee, known as the POSH Committee having three members namely Mrs. Preeti Agarwal, Mrs. Priyanka Agarwal and Mr. Ganesh Dass Aggarwal, to inquire into complaints of sexual harassment and recommend appropriate action. The POSH Policy is displayed on the Companys Website and is also communicated to employees through e-mails, communication campaigns and other channels.

The Company has not received any complaint on sexual harassment during Financial Year 2018-19.

SUBSIDIARIES/ASSOCIATE/JOINT VENTURE COMPANIES

As on March 31, 2019, the Company did not have any subsidiary company and joint venture company also Company didnt have any associate company within the meaning of section 2(6) of the Companies Act, 2013.

Hence, a separate statement containing the performance and financial position of all the subsidiaries/associate/joint venture company is not required to be annexed to this report in form AOC-1 as required under section 129(3) of the Companies Act, 2013.

Scheme of Amalgamation/ Arrangement

The Honble National Company Law Tribunal, Principal Bench, New Delhi, vide its order dated 14th January 2019, has sanctioned the scheme of arrangement under Section 230-232 of Companies Act, 2013 involving merger of Adhunik Realators Private Limited, formerly an Associate Company of the Company into Haldiram Products Private Limited with appointed date 1st April, 2017.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was pending/required to transfer to the Investor Education and Protection Fund (IEPF) by the Company.

SECRETARIAL STANDARDS

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

COMPLIANCES

The company has devised and set in place proper systems to ensure compliance of all laws applicable to the company.

LISTING FEES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) with scrip code No. 539253. The Company confirms that the annual listing fees to BSE for the financial years 2018-19 have been duly paid.

REPORT ON FRAUD

During the year no fraud by the Company or no fraud/material fraud on the Company by the officers and employees of the Company has been noticed or reported.

DEMATERIALIZATION

Pursuant SEBI (LODR) (Fourth Amendment) Regulations, 2018 issued on June 8, 2018 and effective from December 05, 2018, SEBI has mandated that transfer of securities in a listed company will be processed only if the securities are held in dematerialized form. Members, who have not yet got their shares de-materialized, are requested to opt for the same in their own interest and send their share certificates through Depository Participant(s) with whom they have opened the de-materialization account to the Companys RTA.

ACKNOWLEDGEMENTS

Your Directors wish to record their sincere gratitude for our valued Business associates 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 Whole-time Director
DIN: 00011450 DIN: 01989753
Add: J-15, Hauz Khas Enclave, Add: J-15, Hauz Khas Enclave,
New Delhi-110016 New Delhi-110016
Date: 31st July 2019
Place: New Delhi