Surya Roshni Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the Forty Fifth Annual Report of the Company for the year ended 31st March, 2018.

1 FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

(Rs. in crore)
Particulars 2017-2018 2016-2017
Revenue from Operations 5011.76 4181.03
Other Income 2.66 0.88
Total Revenue 5014.42 4181.91
EBITDA 348.59 313.90
Finance costs 105.16 112.72
Cash Profit 243.43 201.18
Depreciation and amortisation 87.31 83.61
Net Profit Before Tax 156.12 117.57
Tax Expenses 48.08 31.29
Net Profit After Tax 108.04 86.28
Other Comprehensive Income (3.72) (3.34)
Total Comprehensive Income 104.32 82.94

During the year under review the Scheme of Amalgamation amongst Surya Roshni Limited and its associate Surya Global Steel Tubes Limited (SGSTL) sanctioned by the Honble National Company Law Tribunal, Chandigarh Bench (NCLT) and made effective from 11th January, 2018 by filing of Form No. INC 28 with MCA and consequently, business of SGSTL has been transferred to the Company w.e.f. 1st April, 2016, being the appointed date as per the scheme. Accordingly the aforesaid financial has been prepared of the merged entity.

In the fiscal year under review, the Gross revenue from operations of the Company is Rs.5011.76 crore as compared to Rs.4181.03 crore last year register an increase of 19.86%, Cash Profit to Rs.243.43 crore from 201.18 crore register an increase of 21%, Profit before tax stands at Rs.156.12 crore as compared to Rs.117.57 crore last year, registered an increase of 32.78% and Profit after tax stood at Rs.108.04 crore as compared to Rs.86.28 crore last year, registered an increase of 25.22%. The overall performance is the result of Operational excellence, merger of e-SGSTL and rebounding of the performance of Steel Pipe and Strips Segment which also improved ROCE and ROE.

Considering the ample liquidity conditions, thrust of the Government for borrowings from Bond market and the related lower borrowing cost, the company increases its borrowings through Commercial Papers (CP) and obtained rating for enhanced amount of Rs.350 crore from ICRA during the year under review. The CP rating of the company (A1+SO) reflects relatively stronger credit quality and higher degree of safety regarding timely payment of financial obligations.

STEEL PIPES & STRIPS SEGMENT

Steel Industry has witnessed stupendous performance during the year world-wide. In India, Steel consumption significantly depends on the overall performance of the economy (GDP) and more specifically on investments made in fixed assets such as housing, infrastructure like railways, ports, roads, airports, etc. Anticipated increase in GDP will result in higher consumption and demand of steel products. Surya being the largest exporter of ERW pipes and largest producer of ERW GI Pipes in India, manufactures ERW Steel pipes (GI Black, Hollow section), API & Welded pipes, Spiral, 3LPE Coated pipes & CR strips having wide applications of its products in agriculture, infrastructure, oil & gas and construction sectors.

Company products are approved by API (American Petroleum Institute) for Oil & Gas sector. During the year, the steps taken by the company for new products development has further strengthened its operations resulted into increased volume of steel pipes. During the year under review, the gross revenue from operations of the divisions stood at Rs.3623.40 crore as compared to Rs.2835.59 crore last year, registered an increase of 27.78% (volume increased by 20%), Cash Profit to Rs.130.99 crore from Rs.100.07 crore (an increase of 30.89%) and Profit before tax (PBT) increased by 74.06% to Rs.64.44 crore from Rs.37.02 crore from the corresponding period last year.

The better performance of the segment is derived on account of set-up of Hindupur plant at A.P, savings in logistic costs, operational efficiencies, supply to oil and gas sector, better negotiations, increasing share of organized sector and above all merger of e-SGSTL which leads to creation of a larger and stronger steel pipes business of the company at economy of scale and overall improved scenario of Steel Pipes business.

NEWLY SET-UP STEEL PIPE PLANT AT HINDUPUR (A.P)

Hindupur (A.P) plant which was established in March 2017 for manufacture of ERW (GI, Black, Section) pipes has expanded its production capacity to 1,50,000 M.T per annum in November, 2017. The full benefits of operations of expanded capacities will be derived from the current year. Plant is in proximity with premium market of South India resulting in savings of logistic cost, increasing market share and overall strengthening the Steel Pipes & Strips business.

Above all, being a plant set-up at notified backward area in the State of Andhra Pradesh, is eligible for State incentives of VAT, Electricity etc. as per the investment policy of the State Government of A.P.

ANJAR (KUTCHH) UNIT

Surya Steel Pipes and Strips segment is further strengthened on account of merger of erstwhile -Surya Global Steel Tubes Limited (e-SGSTL) effective from 11th January, 2018 having its appointed date as 1st April, 2016 as per the approved Scheme of Amalgamation by Honble National Company Law Tribunal, Chandigarh Bench vide its Orders dated 11th December, 2017.

The recent merger of e-SGSTL with the Company would bring in economy of scale and also open additional avenues of growth in terms of volume, new products, improved profitability and edge of doing business. This would also lead to the consolidation of steel pipes business leading to optimal utilization of resources and bringing the benefits of overall synergy, common management, reduced finance cost, improved credit rating and other benefit of integration.

Established in the year 2010 on 92 Acres which is in close proximity to two major Kandla and Mundra port gives strategic advantage in exports and imports. The unit has successfully manufactured API 5L X-70 PSL2 Grade pipe for Oil & Gas Industry. Climbing the ladder of success very fast, the company has received prestigious order of Rs.314 crore from IOCL for API Grade pipes which is under execution as per schedule.

Company is also establishing worlds one of the best 3LPE Coating facility having latest technology from Selmer, Netherlands at its Anjar (Kutchh) plant, which will add significant value to existing products basket. Company, continue to maintain its supremacy in the domestic market and is now at par with all the leading global pipe manufacturers in terms of supplying high quality of API line pipes with internal & external coating. Different types of coating like 3LPE, 3LPP, FBE (single & dual layer) and internal epoxy coating are carried to safeguard the pipe from rusting and also increases the life of the pipe. Different other pipes specifications such as EN, BS, AUSTRALIA & ASTRA GRADE are also manufactured by the Company.

Anjar (Kutchh) Plant being situated at coastal location with nearby two major ports, exports 70% of its production as it is having strategic advantage in exports and imports.

The wide acceptance of Companys steel pipe products are evident with its expanding market share and brand preference. As world-class quality products of the Company are being sold by 250 dealers and 21000 retailers across India and are also being exported to more than 50 countries across the globe namely UAE, Australia, Egypt, EU, Canada, US etc.

Upbeat by Government policies at the centre and in particular its recent National Steel Policy 2017, will further boost sentiments of steel pipe sector in a big way. Government programs such as Development of 100 Smart Cities, Skill India, Renewal and revival of road/rail infrastructure projects will further provide a big boost to the Companys Steel segment in times to come.

LIGHTING & CONSUMER DURABLES SEGMENT

The segment rebounds during the fourth quarter of the reported financial year and delivered much improved performance after GST-led disruption easing and increasing sales of LED lights resulted into an increase of 15.30% in Revenue from Operations (net of taxes) to Rs.398.93 crore from Rs.345.99 crore, Cash Profit increased by 34.98% to Rs.36.73 crore from Rs.27.21 crore and Profit Before tax (PBT) increased by 42.64% to Rs.31.31 crore from Rs.21.95 crore during the fourth quarter of the reported financial over the corresponding quarter of the last year. The improved performance of the fourth quarter also resulted into an overall increase in Revenue from Operations by 7.88% to Rs.1383.29 crore from Rs.1282.24 crore, Cash Profit by 11.20% to Rs.112.44 crore from Rs.101.11 crore and PBT by 13.81% to Rs.91.68 crore from Rs.80.55 crore during the corresponding last year. Ranked as one of the most respectful and trusted brand for lighting product in India, Surya, manufacture all the LED products in-house, backed by strategic marketing initiatives and strong trade channel followed by orders of Street lights received from EESL, Company posted a growth of 45% in LED lights during the year. To further accelerate the growth, the Company has introduced more premium range of LED Down-lighters, Battens, Lamps, Street Lights, Flood Lights, other decorative luminaries and will continue to participate aggressively in the tendering of Street Lights orders of EESL.

Company became the first lighting company in India to introduce energy-efficient lighting solutions. Today, Surya ranked as one of the most respected and trusted brand in India for its Lighting products. Surya, offers wide range of LED products ranging from 0.5w to 25w Lamps, Down-lighters, LED Panels, LED Street lights & LED Hi-bays for Indoor,

Commercial and Industrial Lighting sectors which are produced in-house after extensive R&D at its Noida based Centre to suit Indian conditions. Many new products such as High Beam Angle LED Lamps, Color Change LED Lamps, New Range Down lighters, LED Torch with Dry Cell Battery Rechargeable etc. will also be introduced in near future to cater to the growing demand of the customers. This gives Surya an edge over its competitors.

The LED products add a great amount of colour & class as well as complimenting the existing range of company products which include CFL, Tube Light, GLS, Luminaries and Accessories, High Mast Lighting Systems, Lighting Poles etc.

Companys Lighting and Consumer Durables Segment is not limited to Lighting Products only but also includes Fans, Home Appliance and Consumer Durables in its segment. The acceptance of the brand Surya fans, Home Appliances and Consumer Durables was overwhelming amongst distributors, retailers as well as customers. During the year under review, Company achieved a sales of Rs.172 crore through fans and a sales of Rs.45 crore from Home Appliances Business. Turning energy into happiness Surya, added value added and premium range of fans such as Plated fans, Kids fans, Under-lite fans, Ventura, Metallica all in premium Plated finish and even fans with LED in more than 15 designs during the year. Further, Surya ventured into Room Coolers and sold decent quantity, totally against advance payment. With government initiatives like building smart cities across India and structural shift in the lighting industry towards LEDs the company is poised to grow by leaps and bounds in years to come.

FUTURE PROSPECTS

STEEL PIPES & STRIPS SEGMENT

Development of India is closely linked to the growth of its Steel Industry. Steel plays a vital role in the development of modern economy and consumption of steel widely taken to be an indicator of economic development. India has become the worlds 2nd largest Steel producer surpassing Japan. Steel Pipe Industry continues to have a strong demand in traditional sectors such as construction, housing, transportation, agriculture, boring, fire-fighting, Infrastructure, Oil & Gas sector and river interlinking etc. The industry will serve as the backbone of industrialization of our country. The benefits of having a functional steel industry will translate to a functional country. Drastic steps have been taken by the Govt. of India to improve overall steel production, consumption and exports.

Demand of steel pipes has been increased all around the sectors like water transportation, agriculture, boring, fire fighting, Infrastructure and Oil & Gas sector. Government has ambitious plans to improve network of Gas & oil pipe lines all over India. About 7 lakh tonnes of API line pipe orders are in the pipeline for the next two years time. Like this about 5 lakh tonnes of large dia pipes required for connecting rivers for water transportation in the State of Gujarat alone which is also to be supplied during next one year time. River water transportation system has enormous scope all over India.

In order to increase the usage of natural gas in Indian households from the present of 6.5% to 25% over a decade and to take the Gas Distribution Network across India, Government of India through Petroleum and Natural Gas Regulatory (PNGRB) focuses on revised bidding process for City Gas Distribution licenses, which opens new avenues for Oil and Gas sector and provide ample scope of growth for Steel Pipes manufacturing units. Company will reap benefits of the same as Setting-up of 3 LPE Coating Pipe manufacturing unit with an installed capacity of

18,50,000 square meter external coating and 11,00,000 square meter internal coating for the pipes having diameter between 4" to 64" at its existing campus of Anjar-Bhuj (Gujarat) is progressing well. With the proposed coating facilities, the Companys presence in supply of pipes in Oil & Gas Sector increases which will also lead to higher capacity utilization of API & Spiral pipes in times to come.

India has become the global pipe manufacturing hub primarily due to the benefits of its lower cost, high quality and geographical advantages. The global accreditations and certifications that the Indian companies possess have made them preferred suppliers for many leading oil and gas companies in the world and particularly those in Middle East, North America and Europe. Since the global economy returned to sustained growth, the domestic pipe industry is expected to accelerate into high growth trajectory.

Surya is the largest ERW GI pipe manufacturer and the largest exporter of ERW pipes in India. Surya continuously assess the requirement of its customers and develop the products accordingly. Surya developed and supplied GI pipe up to 24" dia pipe during the year. Surya also has good presence in Fire Fighting, Agriculture, Section and API pipe required for infrastructure, household, plumbing uses and Oil & Gas sector.

Looking to the brand image of "Prakash Surya", the demand & supply scenario in South Indian market, the Companys newly set-up state of the art ERW Pipe Manufacturing Mill at Hindupur (A.P) for production of Black, Section and GI pipes which is functional from last year starts yielding results. However, actual realization will be derived once the plant runs throughout the year with production capacity of 1,50,000 MT per annum. Further, company derives benefits of economies of scale at lower capital cost and increased market share in the premium market of South India, leading to savings in logistic cost and strengthening the overall Steel Pipe business of the Company.

Further, in order to meet the growing demand of Large Diameter Pipes (SAWH), Company completed merger of e-SGSTL situated in west coast of India at Anjar- Bhuj (Gujarat) near International sea port. The Anjar unit of the company is engaged in manufacturing of Spiral Welded Pipes and ERW, API pipes and due to its world-class machines and strategic location in close proximity to Kandla and Mundra Port, it majorly caters to the export business and exporting to over 50 countries across the Globe resulting into further improve profitability & product range of your company.

The entire turnaround story of Steel Pipes and Strips Segment of the Company which provide an edge over its peers is on account of below mentioned features :

• Better Capacity Utilisation-With four plants operating at 4 different locations -North, Centre, West & South of India, capacity utilisation will be better.

• Newly set-up Hindupur Plant-Companys newly steel pipe plant which was established in March, 2017 for manufacture of ERW (GI, Black, Section) pipes has expanded its production capacity to 1,50,000 M.T.PA. in November, 2017. With the start of the art plant and in close proximity with premium market of South India, it resulting in savings in logistic cost, increasing market share and overall strengthening the Steel Pipes & Steel business.

• Merger of e-Surya Global Steel Tubes Limited with the Company-Major benefits derived on account of amalgamation of e-SGSTL with the Company are: -

1. Creation of a larger and stronger steel pipes business with economies of scale;

2. Providing geographical reach in all major parts of the country;

3. Availability of plant at Bhuj in Gujarat having proximity to two major ports which makes both import of raw material as well as export of finished products cost effective, making the Company highly competitive;

4. Benefit of availability of modern facility with newer technologies such as variety of coatings, as per the demands of international customers;

5. Optimal utilization of resources of the two companies and taking the advantage of operational synergies.

• Overheads Reduction and lower Logistic Cost.

• NCLT Orders on defaulted companies on account of tightening from Banks

• Increased Government Spending on Infrastructure and other related projects

• Approved manufacturer of API pipes by American Petroleum Institute and produces API pipes for India as well as export market.

With emphasis through the National Steel Policy,for increasing the capacity of steel sector, improving road infrastructure, housing for all, Elevated tracks for Railways and redevelopment of railway stations, city gas projects,development of smart cities and with Union Budget 2018 focuses on strengthening agricultural and rural economy of the Country through various schemes such as Bharat Mala Pariyojana,, Awas Yojna (building 1 crore houses), Ujjawala Yojana (providing LPG Connections to 8 crore women), substantial demand will be generated for the Steel Pipe products of the Company.

LIGHTING & CONSUMER DURABLES SEGMENT

Indian Lighting Industry mainly consist of Conventional and LED products. The total size of industry is expected to grow to Rs.28,500 Crore by 2020. The growth in the lighting industry will be fueled by LED products due to numerous advantages LED technology have over conventional lighting technology and they have swiftly gained prominence in the Indian lighting market. Although Indian LED lighting market is at a nascent stage, it offers innumerable opportunities for growth over the next few decades.

LED lights are becoming the major source of energy efficient lighting in India. LED products are becoming the part of mainstream of the market owing to government initiatives and increasing public awareness about benefits of using LED lights.

Indias LED Lighting market is projected to grow at a CAGR of 26.6% during 2017-23. The Government of India launched an initiative in 2016 to replace conventional lights by LED lights by deploying 770 million bulbs and 35 million street lights by 2019. Further, under Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY), 273 lakhs LED bulbs have to be distributed to BPL households. The Government has a target of 100 per cent electrification of villages to be achieved by 2019 & houses for all by 2022. Government drives to build Smart Cities will provide further opportunities for growth.

We, at Surya Roshni, manufacture all the LED products in-house. The LEDs manufactured at its fully integrated plants in Kashipur (Uttarakhand) and Gwalior (Madhya Pradesh), supported by Surya Technology & Innovation Centre (STIC) at Noida-an advanced state-of-the-art lighting and research centre with specific focus on LED ensure products are energy-efficient with extremely lower maintenance cost, high brightness, soothing light effect, high- power factor, and wide operating voltage range, operation in extreme temperatures-which ensure energy savings and comes with the facilitation of a remarkable lifespan. The group, manufactures quality LED products with a world class manufacturing infrastructure.

The LED lamps assembly process is equipped with automatic head assembly machines at Kashipur and Gwalior Plants. These machines are developed in-house by competent team members with an innovative approach. It is the most production friendly and deliver the best quality of products. Surya Roshni established PCB Assembly Unit at Gwalior & Kashipur plants with state-of-the-art automatic component insertion machines for both types of Axial and SMD components. We have a world class setup having Surface Mount Technology (SMT)/AI machines of FUJI/JUKI/Yamaha for assembly of driver/MCPCBs for LED lamps/T-8 LED Tube Lights and Street Lights. All the SMT machines are fine pitch machines being used to insert chip components of all packages using SMT. These machines are used for mounting chip components for CFL and LED driver/MCPCBs. We are adhering to the best quality practices to deliver a zero defect product so as to meet our customers expectation.

The segment rebounds during the fourth quarter and delivered much improved performance after GST-led disruption easing and increasing sales of LED lights resulted into an increase in Revenue from Operations by 8% to Rs.1383 crore from Rs.1282 crore, Cash Profit by 11% to Rs.112 crore from Rs.101 crore and PBT by 14% to Rs.92 crore from Rs.81 crore during the year. Ranked as one of the most respectful and trusted brand for lighting product in India, Surya, manufacture all the LED products in-house, backed by strategic marketing initiatives and strong trade channel along with orders of Street lights received from EESL.

A total of Rs.216 crore turnover was realized through EESLs (Energy Efficiency Services Limited) LED Street Lighting upgradation program. Today BU has completed illumination projects in Outdoor street lighting & Indoor LED retrofits in PSUs & Semi Govt. Institutes. Our projects business has successfully executed LED Retrofitting of Border Flood lighting along Indo-Pak border in Rajasthan sector. We have also made in-roads in prestigious projects like Smart Cities, Metros and Airports.

LED Business continues to contribute 49% of total turnover of the lighting & consumer durables segment and with new range of Architectural Fagade Lighting, Decorative Indoor, Industrial and Stadium Lighting luminaire range promises to add a vertical growth from specifiers and architect segment.

Surya, being only lighting company which provide basic lighting to sophisticated lighting products in India with strong presence in Tier II and Tier III cities will expect to reap benefits due to shift of demand to organized space post GST, The future of the segment is bright on account of operational efficiencies, increase in marketing network, brand building, effective plant locations and professional management, Company will deliver all round progress both top line and bottom line in times to come which shall result into improving the ROCE and ROE.

With Companys continuous focus and energized teams along with its established dealer & service network, we are well poised to achieve new heights with healthy growth in top line and bottom line.

RESEARCH AND DEVELOPMENT CENTRE

Surya Roshni is amongst the market leader in Lighting Industry in India. This has been possible partly due to the strong focus on development of new LED products and technologies. Surya Technology and Innovation Centre (STIC) is at the heart of this growth and has contributed immensely towards achieving the position presently enjoyed by the company.

For the last few years STIC has been involved in the research and development of LED Luminaries with several unique and first-in-class features. STIC has invested in various resources required for the mechanical, electronics and optical development. Company experienced mechanical engineers equipped with CAD workstation take every care to design new lights to ensure that the lights meet the best manufacturing and quality standards. Thermal simulations ensure that the thermal management is optimum for the long life of the LED luminaries.

We design and develop our own electronic drivers for use in vast range of LED lights. High quality and reliability of the drivers is ensured right from the design stage. Advanced features of our drivers ensure that we remain at the forefront of LED technology. Thermal, mechanical and environmental tests are performed on the Luminaries during development. All kinds of electrical and safety tests are available and are performed on the products to ensure their functioning during the most adverse conditions.

STIC houses the most advanced Photometric Laboratory in India with a High speed Mirror Gonio photometer (Type C) from LMT, Germany-the best equipment available for measurement of luminous output and intensity distributions of light sources, luminaries and for testing of optical design of lighting system. The centre is also equipped with a 2m Integrating sphere. To carry out measurements for light distribution pattern, illuminance, luminous flux, chromaticity, color temperature, color rendering index of light sources and luminaries. The Photometric Testing Laboratory is also NABL accredited.

STIC has been recognized as an R & D Centre by DSIR (Department of Scientific & Industrial Research, Ministry of Science & Technology). It has been also listed as one of the best testing R & D Centre in India by BEE (Bureau of Energy Efficiency), for the measurement of complying BIS Standard/ International standards of LED Lighting systems. Thus, STIC is actively enabling Surya Roshni to provide the most energy efficient, safe, reliable and environment-friendly lighting products with its ability to do the best-in-class research, design and development and thus contributing towards Green India.

FAN DIVISION

Saving energy is the mantra for today as the nation requires power for development and energy saved is energy generated. Energy efficient fans are the order of day today. Surya, is the name reckoned for energy efficient domestic and commercial fan solution market.

Surya Fans is one of the fastest growing brand in Indian fans Industry. Being associated member of India Fans Manufacturers Association (IFMA), Company has achieved Sales of Rs.172 crore by selling over 20 Lacs fans units in 2017-18.

Since the business in the year 2017-18 was affected by Indias most Tax Structure reformation by Goods and Service Tax (GST), the Business Growth was not as expected as planned by the organization. Although we have registered positive growth in 2017- 18 despite of entire fans industry has registered marginal growth.

Company has expanded its presence across the Segment in Domestic customers, CSD -CPC and Government institutions and further exploring presence in export markets.

Surya newly launched Super energy efficient BLDC Ceiling fan is the biggest success in its journey and creating awareness amongst the customers as the most power saving fan with just 32 Watt power consumption with higher air delivery and other value added features.

Surya Premium Ceiling fan range with unique Anti dust technology offers the variety of choices for customer with different color combinations and unique decoration to suits the interior of home.

HOME APPLIANCES AND CONSUMER DURABLES

Suryas entry in to the Small Domestic Appliances industry in last 2 years have been an important inflexion point in the brands journey to further strengthen the consumer relationship as it offers wide spectrum of innovative, premium quality, Kitchen and Domestic Appliances. In the FY 2018, many new products had been launched with special focus on Water Heaters product group, Qubo, designer storage water heaters were marketed and promoted with a brand new TVC campaign and Ignito, Gas Water Heaters were launched which were received by the consumers with enthusiasm and vigor. These new products were appreciated and received very well by the consumers, a sizeable number of Water Heaters were sold during last year and plan to grow this segment further in FY 2019.

Room coolers range was expanded last year with addition in personal coolers range with 25 Liters & 50 Liters, with focus on design and higher cooling efficiency and with multiple tank capacities, market responded to the Room coolers enthusiastically and this product segment was again sold on advance payment, Room coolers shall be contributing 30000 units in FY 2019.

Surya is going to launch the Glass Cooktop (Gas Stoves) range in the FY 2019, which marks the entry of the brand further into the kitchen appliances, these Glass Cooktops have been the best of material and design, which enhances the looks and convenience for the consumers, making their cooking a pleasure and enjoyable.

Suryas envisages to further leverage and strengthen the distribution in e- commerce, as initiated last year and also electrical channel by offering new products in the Mixer Grinders like Royale 600 Watts and Royale.

750 Watts, Dry & Steam Irons, Electric Kettles, Toasters, Induction Cook tops and shall strive to remain one of the most competitive brands in its segment by offering superior value through innovative products in design, workmanship, efficiency and durability. This business segment achieved a turnover of Rs.45 crores in FY 2018 and aims to generate sales of over Rs.75 crores in the FY 2019 .The customer care team is also well established, with a pan India network of service franchises in order to provide impeccable service experience, should the product requires after sales service.

2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the provisions of Section 134(3)(i) of the Companies Act, 2013, no material changes or commitment affecting the financial position have been occurred between the end of the financial year of the Company to which the financial statements relates to the date of the report.

3 CHANGE IN THE NATURE OF BUSINESS , IF ANY :

There was no change in the nature of business of the Company during the year under review.

4 DIVIDEND:

The Board considering the Companys performance and financial position for the year under review, recommended a dividend pay-out of Rs.2.00 per equity share on the enhanced equity share capital (allotment of equity shares to the shareholders of e-SGSTL as per the sanctioned scheme of amalgamation approved by Honble NCLT, Chandigarh Bench) of the company for the year ended 2017-18 subject to approval from the shareholders at the ensuing AGM.

Together, with Corporate tax on dividend, the total outflow on account of equity dividend will be Rs.13.12 crore.

The dividend on equity shares, if approved at the Annual General Meeting, will be payable to those shareholders whose names appear on the Companys register of members on 14th September, 2018. In respect of shares held in de-materialised form, the dividend shall be payable on the basis of beneficial ownership as at the end of 10th September, 2018, as per the details furnished by National Securities Depository Ltd./ Central Depository Services (India) Ltd. for the purpose, as on that date.

5 BOARD MEETINGS:

Under the Law, the Board of Directors must meet at least once in a calendar quarter and four times a year, with a maximum time gap of 120 days between any two meetings to consider amongst other business, the quarterly performance of the company and financial results.

During the last financial year, our Board met five times, on 30th May, 2017; 11th August, 2017; 13th November, 2017; 25th January, 2018 and 12th February, 2018.

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL :

As per Article 101 of the Articles of Association of the Company, Shri Raju Bista retire by rotation and, being eligible, offer himself for reappointment.

Change in Directorship

During the year, under review Smt. Shivani Singla has been substituted as a Nominee Director of IDBI Bank Ltd w. e. f 11th December, 2017 in place of Sh. Rajeev Kumar Sinha on the Board of the Company. Your Directors welcome Smt. Shivani Singla and at the same time placed on record the high sense of appreciation for the wise counsel and valuable services rendered by Sh. Rajeev Kumar Sinha during his tenure on the Board.

Appointment of Director

The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) at its meeting has appointed Shri Sunil Sikka having DIN-08063385 as an Additional Independent Director of the Company w.e.f 12th February, 2018 as per the provisions of Section 161 of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointment of Key Managerial Personnel (KMPs)

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

Name of the official(s) Key Managerial Personnel (KMPs)
Sh. Raju Bista Managing Director
Sh. R N Maloo ED & Group Chief Financial Officer
Sh. Tarun Baldua C.E.O-Steel Operations
Sh. Ramanjit Singh C.E.O-Lighting Operations
Sh. B B Singal Sr. V.P & Company Secretary

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

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) of the Companies Act, 2013.

FAMILIARISE PROGRAMME FOR INDEPENDENT DIRECTORS

In view of the provisions of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, a familiarise programme for Independent Directors was organised during the year to make them update the recent amendments in the provisions of the Companies Act, 2013. A detailed familiarisation programme was presented by Secretarial team of the Company which was keenly participated by every Independent Director on the Board of the Company and express happiness over the same. The detailed familiarisation programme for Independent Directors was uploaded on the website of the company at the following link :http://www.surya. co.in/familiarization-programme-for-independent- directors/

8. COMPOSITION OF AUDIT & OTHER COMMITTEES

The Audit Committee comprises of four Directors. The names along with categories of the members at the meeting was as follows :

Names of the Members Director Identification No. Category
Sh. K. K. Narula 00098124 Chairman ; Independent-Director
Sh.Tara Sankar Bhattacharya 00157305 Member ; Independent-Director
Sh. Utpal K Mukhopadhyay 02766045 Member ; Independent-Director
Sh. Mukesh Tripathi 01951272 Member ; Non Independent-Director

All members of audit committee are financially literate and Shri K K Narula, Shri T S Bhattacharya and Shri U K Mukhopadhyay have accounting and related financial management expertise. Audit Committee as formed above meet the criteria as provided in Regulation 18 read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also meet the provisions of Section 177 of the Companies Act, 2013.

The Audit Committee is responsible for overseeing of the companys financial reporting process, reviewing the quarterly/half-yearly/ annual financial statements, reviewing with the management on the financial statements and adequacy of internal audit function, recommending the appointment/re-appointment of statutory auditors and fixation of audit fees along with reviewing and monitoring the auditors independence and performance, reviewing the significant internal audit findings/related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operation.

Matters to be included in Directors Responsibility Statement form part of the Board Report, compliance with listing and other legal requirements relating to financial statements, scrutiny of inter-corporate loans and investments, valuation of undertaking or assets of the company. The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company. The Committee discussed with the external auditors their audit methodology, audit planning and significant observations/suggestions made by them. The Committee also discussed major issues related to risk management and compliances and review the functioning of Whistle Blower mechanism.

As per Rule 6A of the Companies (Meeting of Board and its Powers) Rules, 2014 and in compliance to regulation 23(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 committee to recommend to grant Omnibus approval for proposed related party transactions which are foreseen and for unforeseen transactions as per the framed specified criteria on an annual basis In addition, the Committee has discharged such other role/function as envisaged under Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (referred to as ‘Listing Regulations with the Stock Exchange) and the provisions of Section 177(4) of the Companies Act, 2013.Audit Committee of the Company discharged its role and duties with great commitment and further any recommendations made by the Audit committee within the terms of its reference is considered and approved by the Board accordingly. No recommendation of the Audit Committee is turned down during the year under review.

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee is as follows :

Names of the Members DIN Position Category
Shri K K Narula 00098124 Chairman Non Executive, Independent
Shri Ravinder Kumar Narang 02318041 Member Non Executive, Independent
Shri Surendra Singh Khurana * 02126149 Member Non Executive, Independent
Shri Mukesh Tripathi # 01951272 Member Executive, Non Independent

• Inducted by re-constitution of the Committee by Board of Directors w.e.f 25th January, 2018

#Not qualified to hold membership on becoming Executive ; Non- Independent director on account of merger of e-Surya Global steel tubes limited with the Company w.e.f. 11th January, 2018 The Nomination and Remuneration Committee is responsible for-

• Appointment of the directors and key managerial personnel of the Company

• Fixation of the remuneration of the directors, key managerial personnel (KMPs) and one level below the KMPs.

In addition, the Committee discharged such other role/function as envisaged under Regulation 19 read with Part D clause A of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of Section 178 of the Companies Act, 2013.

Remuneration Policy

Remuneration Policy as framed by the Committee and approved by the Board keeping in view the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D clause A of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy inter alia provides for the following :

a. attract, recruit and retain good and exceptional talent;

b. list down the criteria for determining the qualifications, positive attributes and independence of the directors of the Company;

c. ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven , motivates them, recognizes their merits and achievements and promotes excellence in their performance;

d. ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective , excellence in their performance;

e. fulfil the Companys objectives and goals, including in relation to good corporate governance transparency and sustained long term value creation for its stakeholders.

EVALUATION CRITERIA

As per the provisions of section 178(2) of the Companies Act, 2013 and Clause VII & VIII of Schedule IV of the Act read with SEBI (Listing Obligations and Disclosure Requirements) 2015, Nomination and Remuneration committee carried out annual performance evaluation of Directors according to their roles and duties on the Board of the Company and in particular considered the following aspects

a. The skills, relevant experience, expertise and personal qualities that will best complement the position;

b. Potential conflicts of interest, and independence;

c. Detailed background information and performance track record;

d. the ability to exercise sound business judgment;

e. availability to attend Board and Committee meetings; and

f. appropriate experience and/or professional qualifications.

Stakeholders Relationship Committee

Composition/name of members and chairperson

The Committee headed by Shri K K Narula (Nonexecutive-Independent Director) has the mandate to review and redress stakeholder grievances. The Composition of the committee is as follows :

Names of the Members DIN Position Category
Shri K K Narula 00098124 Chairman Non Executive, Independent
Shri Ravinder Kumar Narang 02318041 Member Non Executive, Independent
Shri Raju Bista 01299297 Member Executive, Non Independent

9. WHISTLE BLOWER POLICY (VIGIL MECHANISM) :

As per the provisions of Section 177(9) & (10) of the Companies Act, 2013, Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a Whistle Blower Policy (Vigil mechanism) wherein the directors and employees are free to report violations of laws, rules, regulations or unethical conduct, actual or suspected fraud or violation of the companys code of conduct or ethics policy to the nodal officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Company will oversee the mechanism through the Audit Committee and no personnel have been denied access to the Audit Committee. The Whistle Blower policy of the Company may be assessed on the website of the company at the following link:http:// www.surya.co.in/wp-content/uploads/2016/04/ whistle-blower-policy.pdf

10. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013

The Board of Directors of the Company confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgements 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 the 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 this Act 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 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.

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.

11 INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE ASSOCIATE COMPANY

During the year under review, no company has become or ceased to be its Subsidiaries, Joint Ventures or Associate Company except Surya Global Steel Tubes Limited (an associate Company) which was merged from appointed date 1st April, 2016 with the Company as per NCLT, Chandigarh Bench Order effective from 11th January, 2018.

12. EXTRACT OF ANNUAL RETURN:

As per the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as per Annexure-1 forms part of this Board Report.

13 AUDITORS AND AUDIT REPORT:

STATUTORY AUDITOR:

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 29th December 2017 appointed M/s Ashok Kumar Goyal & Co, Chartered Accountants (firm registration No.-002777N) as Statutory Auditors of the Company from the conclusion of 44th Annual General Meeting till the conclusion of 49th Annual General Meeting, covering one term of five consecutive years, subject to ratification by the members at each intervening annual general meeting.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors appointment is no longer required. However, under section 142 of the Companies Act, 2013, a proposal is put up for approval of members for authorising the Board of Directors of the Company to fix Auditors remuneration for the year 2018-19 and thereafter. The members are requested to approve the same.

The Statutory Audit Report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

APPOINTMENT OF OTHER AUDITORS COST AUDITOR

The Board has appointed M/s R J Goel & Company (a Cost auditor firm) as Cost Auditors for conducting the audit of the cost records of the Company for the financial year 2017-18.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Messrs S G S Associates, a firm of Company Secretaries in Practice,to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018is annexed herewith and marked as Annexure II to this report. The Secretarial Audit Report(s) does not contain any qualification, reservation or adverse remark.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

I nformation on Conservation of Energy, technology absorption, foreign exchange earnings and outgo, is required to be given pursuant to the provisions of section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are annexed hereto and marked as Annexure-III and form part of this report.

15 DETAILS RELATING TO DEPOSITS:

As per the provisions of section 74(1) of the Companies Act, 2013, Company had made prepayments, repayments or outstanding unclaimed deposits on or before 31st March, 2015 to all the public depositors of the Company.

At the close of the year 35 depositors aggregating to Rs.13.98 lakh to whom cheques were issued but not cleared.

16 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there were no significant and material orders passed by the regulators or courts or Tribunals, which may impact the going concern status of the Company and its operations in future.

17 INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

SURYA, Internal financial controls with reference to the financial statements are adequate and operate effectively and ensures orderly and efficient conduct of its business including adherence to its policies, safeguard its assets, prevent and detect frauds and errors, maintain accuracy and completeness of its accounting records and further enable it in timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

The company has in place a strong and independent Internal Audit Department responsible for assessing and improving the effectiveness of internal financial control with reference to financial statements and governance. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

18 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As per the provisions of section 186(4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 Company has not granted any loan, Guarantee provided or made any investments during the year under review.

19 RISK MANAGEMENT POLICY :

In line with the provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company have developed a Risk Management Policy for ensuring sustainable business expansion with stability and to promote an upbeat approach towards risk mitigation and minimization. The main objectives of the Risk Management Policy are:

• To ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed.;

• To protect brand value through strategic control and operational policies;

• To establish a framework for the Companys risk management process and to ensure companywide implementation;

• To ensure systematic and uniform assessment of risks related with different functions of the Company;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

Board assess several types of risks which the company is exposed to from time to time which include the following:

A. Technology Risk:

The ever-evolving technology with continuous updation may lead to product obsolescence, if not addressed regularly.

B. Financial Risk:

The policy rates have started showing increasing trend in view of inflationary pressures, which may impact profitability.

C. Business Competition Risk:

Both business segments face competition in the market from many established as well as unorganised players.

D. Operational Risk:

Price fluctuation in HR Coils may lead to loss in value of inventory held. Reduction in prices of LED lamps may lead to loss of inventory valuation.

E. Regulatory Risk:

Non-compliance to stringent regulatory and environment norms may result in liabilities and loss of brand reputation.

F. Forex Fluctuation Risk:

The Company deals in exports /imports of products in business and borrowings which are subjected to currency fluctuations.

G. Human Resources Risk:

The Company needs adequate talent to run the business. There is a risk labour unrest and maintaining good industrial relations.

Adequate Mitigation plans are prepared in respect of above stated risk and are not threatening the existence of the organisation.

At Surya, the Risk Management is being integrated with setting of Business Strategies. Risk management is managing all material risks in an appropriate manner by designing and implementation of policies and systems around major business processes and assigning roles and responsibilities to process owners. Major steps in the framework are as under :

a. Planning & Strategizing

b. Identification of Major Risks

c. Assessment of Risks and Assignment of Responsibilities

d. Development of Mitigation Plans

e. Monitoring & Reporting

The Board of the Company periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

20 CORPORATE SOCIAL RESPONSIBILITY POLICY :

To attain Companys Corporate Social Responsibility objective, Board has constituted Corporate Social Responsibility Committee (referred to as "CSR Committee") as per the provisions of Section 135 of the Companies Act, 2013.

Composition/Category/name of members and chairperson

The Corporate Social Committee comprises of four Directors. The names along with categories of the members at the meeting was as follows :

S. No. Name of the Member DIN Category
1 Shri Jai Prakash Agarwal 00041119 Member
2 Shri Raju Bista 01299297 Member
3 Shri K K Narula 00098124 Chairman
4 Shri Mukesh Tripathi 01951272 Member

During the last financial year four CSR Committee meetings were held on 30th May, 2017, 11th August 2017, 13th November, 2017 and 12th February, 2018. To attain the objectives of Corporate Social Responsibility in a professional and integrated manner CSR Committee framed the Corporate Social Responsibility Policy of the Company (referred to as "CSR Policy").

"Surya Roshni Limited CSR Policy" framed as per the provisions of Section 135 and Schedule VII of the Companies Act, 2013 , describes and contains the Companys philosophy for delivering its responsibility as a corporate citizen and lays down the guidelines, process and mechanisms for undertaking socially useful programmes for welfare and sustainable development of the community at large. The key objective is to eradicating hunger, poverty and malnutrition; Promoting health care; making available safe drinking water & Sanitation; Promoting education; enhancing vocational skills & livelihood enhancement projects; Women empowerment; Promoting of home and hostels for women and orphans; Reducing inequality faced by socially and economically backward groups; Animal welfare/animal care; Promoting Art & Culture; Contribution to Prime Minister Relief Fund; Rural development projects; and addressing environmental issues. Company discharged its responsibilities through Surya Foundation a social NGO established in 1992 with established track record of more than 25 years, to undertake CSR related activities and further is an eligible implementing agency in accordance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR projects or programs or activities undertaken by the Company as per the Companys CSR Policy in India only, which includes Adarsh Gram Yojana, Naturopathy, Health Camps. The Company prefer to take up projects for spending the amount earmarked for CSR at local areas and regions where the Company operates.

During the year under review, Company on consolidated basis spends Rs.2.04 crore in which an amount of Rs.1.64 crore is spend by the company and Rs.0.40 crore is spend by e-SGSTL on corporate social activities being two percent of the average net profits of the company(s) made during the three immediately preceding financial years as required under the provisions of Section 135(5) of the Companies Act, 2013. No amount was left unspent during the year under review on corporate social responsibility activities. Annual Report on CSR activities is annexed as Annexure IV to the Boards Report.

All expenses and contributions for CSR activities are made after approval from the Chairman of the CSR Committee, which are placed before the CSR committee. The Chairman ensures that the expenses/ contribution made are in compliance with the CSR Policy.

21 RELATED PARTY TRANSACTIONS :

No contracts or arrangements or transactions not on an arms length basis with Related parties referred to in Section 188(1) is made during the year under review as provided in Form AOC-2 marked as Annexure V to the Boards Report.

As per the requirements of section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Rule 6A of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board has framed Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transaction, to ensure the proper approval and reporting of transactions between the Company and its Related Parties.

All contracts/arrangements/transactions-entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the following link: http://www.surya.co.in/wp-content/ uploads/2016/04/RPT-Policy.pdf Your Directors draw attention of the members to Note No. 48 to the financial statement which sets out related party disclosures.

22 ANNUAL EVALUATION OF DIRECTORS AND BOARD AS A WHOLE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause VII of Schedule IV of the Act and in compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other applicable regulations referred to as "Listing Regulations", Nomination and Remuneration Committee ("the Committee") has formulated "Nomination and Remuneration Policy" for performance evaluation of Independent Directors, Board, Committees and other Individual Directors On the basis of the recommendation received from Nomination and Remuneration Committee in regard to performance evaluation of Non- executive Directors including the chairman of the Company and the Board as a whole, Independent directors at its meeting review the Evaluation of the Performance of the Non -Independent Directors and the Board as a Whole. s Evaluation of the performance of the Board Committees including Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee. s Evaluation of the Performance of the Chairman of the Company taking into account the views of Executives and Non-Executive Directors. s Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

A separate exercise was carried out to evaluate the performance of individual director including the Chairman and Independent Directors and evaluate the Boards Performance, Board Committees performance by the Nomination and Remuneration Committee and submit its recommendation for review at the Independent Directors meeting.

Based on the recommendations of the Nomination and Remuneration Committee, Independent directors at their meeting held on 28th March, 2018 review and evaluate the performance of Non-Independent Directors including the Chairman and further review and evaluate the Boards Performance, Board Committees performance and submit its report to the Chairman of the Company for assessment.

The performance evaluation as carried out by the Nomination and Remuneration committee and Independent Directors at their respective meetings were based on Feed-back form received from Directors. Feed-back form carried a structured questionnaire prepared after taking into consideration various aspects of the Boards functioning and submit their report accordingly.

Pursuant to the provisions Section 134(3)(p) and Clause VIII of Schedule IV of the Companies Act, 2013 other applicable provisions of the Act and in compliance with the provisions of Regulation 17(10), 19 and 25(4) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 referred to as the Listing Regulations read with SEBI Circular No. SEBI/ HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017on Guidance Note on Board evaluation, formal annual evaluation has been made by the Board after reviewing each and every parameter of Performance evaluation of Board as a whole, its Committees and that of every individual director (including Independent Directors) in detail and after taking into consideration the report submitted by NRC and Independent Directors on performance evaluation, collectively submit Comprehensive Annual Evaluation Performance Report in regard to its own performance, its Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and other Compliance Committees and that of individual directors including its Chairperson, Managing Director, Independent Directors and Non-independent directors accordingly Directors expressed deep satisfaction with the entire performance evaluation process.

23 PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided on request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered office of the Company during business hours on all working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining the copy thereof, such Member may write to the Company Secretary in this regard.

24 LISTING WITH STOCK EXCHANGES:

The equity shares of the company were listed on the following Stock Exchanges during the financial year 2017-18:

BSE Limited The National Stock Exchange of India Ltd.
Rotunda Building, Dalal Street, Fort, Mumbai-400 001. Exchange Plaza, Bandra- Kurla Complex, Bandra, Mumbai-400 051.

Stock Code

National Stock Exchange Bombay Stock Exchange ISIN
Equity Shares- SURYAROSNI 500336 (Dematerialised) INE335A01012
Symbol/Code 336 (Physical)

The company has paid the Annual Listing Fees to both the Stock Exchanges for the Financial Year 2017-18 and 2018-19.

25 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Company has taken adequate steps to adhere to all the stipulations laid down in Clause 17 to 27 read with Schedules of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "Listing Regulations". A report on Corporate Governance is provided in Annexure -VI and form part of this Report.

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. Company believes that its Members are among its most important stakeholders. Accordingly your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive assets and resource base and nurturing overall corporate reputation. Your Company is also committed in creating values for its other stakeholders by ensuing that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industrial experience, age, ethnicity, gender which will help us to retain our competitive advantage. The Board as recommended by Nomination and Remuneration Committee has adopted the Board Diversity Policy which set out the approach to diversity of the Board of Directors.

26 GENERAL

i. Your Directors state that during the year under review, there was no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ii. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 referred to as the Listing Regulation with the Stock Exchanges, the compliance certificate from Chairman, Managing Director and Executive Director & Group CFO is given as Annexure-VII to the report.

27 ACKNOWLEDGEMENTS

The Board places on record their appreciation for the continued support from Financial Institutions, Bankers, Central and State Government Bodies, Legal Advisers, Consultants, Dealers, Retailers, other Business Constituents and Investing Public.

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

J P AGARWAL
Place: New Delhi CHAIRMAN
Dated: 18th May, 2018 DIN- 00041119