Surya Roshni Ltd Directors Report.

To the Members,

The Board of Directors hereby submits the Forty Sixth report of the business and operations of the Company along with the audited financial statements, for the financial year ended March 31, 2019. The Consolidated performance of the Company and its wholly -owned subsidiary has been referred to wherever required.

1 RESULTS OF OPERATIONS AND STATE OF AFFAIRS:

(Rs. in crore)

Standalone

Consolidated

For the year ended March 31,

For the year ended March 31,
Particulars 2019 2018 2019
Revenue from Operations 5977.04 5011.76 5975.04
Other Income 4.11 2.66 4.11
Total Revenue 5981.15 5014.42 5979.15
EBITDA 376.16 348.59 376.07
Finance costs 115.07 105.16 115.08
Cash Profit 261.09 243.43 260.99
Depreciation and amortisation expenses 88.51 87.31 88.51
Net Profit Before Tax 172.58 156.12 172.48
Tax Expenses 51.70 48.08 51.67
NetProfitAfterTax 120.88 108.04 120.81
Other Comprehensive Income (3.15) (3.72) (3.15)
Total Comprehensive Income 117.73 104.32 117.66
EPS 22.22 19.86 22.20

Standalone Financial Highlights:

In the fiscal year under review, the revenue from operations of the Company is 5977.04 crore as compared to 5011.76 crore last year register an increase of 19.26%, EBITDA to 376.16 crore from 348.59 crore register an increase of 7.90%, Profit before tax stands at 172.58 crore as compared to 156.12 crore last year, registered an increase of 11.05% and Profit after tax stood at 120.88 crore as compared to 108.04 crore last year, registered an increase of 11.88%. The overall performance is the result of Operational excellence, higher returns with efficiency in manufacturing cost in both the segments, which further improved ROCE and ROE.

Consolidated Financial Highlights:

The Sole wholly-owned subsidiary company namely SURYA ROSHNI LED LIGHTING PROJECTS LIMITED has been incorporated on 21st January, 2019 as Special Purpose

Vehicle (SPV). As the company has been incorporated during the year under review, previous year Consolidated figures are not applicable. However, respective standalone figures may be referred for the same.

In the fiscal year under review, the revenue from operations of the Group is 5975.04, EBITDA to 376.07 crore, Profit before tax stands at 172.48 crore and Profit after tax stood at 120.81 crore.

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 Gl Pipes in India, manufactures ERW Steel pipes (Gl 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 Segment stood at 4426.70 crore as compared to 3,623.40 crore last year, registered an increase of 22.17% (volume increased by 20%) and Profit before tax (PBT) increased by 15.25% to 74.28 crore from 64.45 crore from the corresponding period lastyear.

The better performance of the segment is derived on account of Hindupur plant at A.P. Seeing the awesome response in South Indian Markets, the company has further enhanced the installed capacity of ERW Steel Pipe & Strips Unit at Hindupur, A.P. by 12,000 M.T per annum i.e from 1,50,000 MTPA to 1,62,000 MTPA during theyear under review.

The segment has gained enormous strength with the start of Commercial production at its newly set-up 3LPE Coated Pipe Manufacturing Unit at Anjar-Kutchh (Gujarat) by higher capacity utilisation of its existing ERW and Spiral API Pipe facilities, savings in logistic & coating charges, leading to creation of a larger and stronger steel pipes business of the company at economy of scale.

ANJAR(KUTCH)

The merger of unit (e-SGSTL) with the Company resulted in economy of scale and also open additional avenues of growth in terms of volume, new products, improved profitability and edge of doing business. It also leads to consolidation of steel pipes business, optimal utilisation of resources and bringing the benefits of overall synergy, common management, reduced finance cost, improved credit rating and other benefit of integration.

The Unit which is established in the year 2010 on 92 Acres are 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.

The Company has established worlds one of the best 3LPE Coating facility having latest technology from Selmer, Netherland at its unit and has commenced Commercial Production on November 05, 2018 for 3LPE Coated Pipe Manufacturing Unit with an installed capacity of 18,50,000 Sq. mtr. for External and 11,00,000 Sq. mtr. Internal Coating for pipes ranging from 4" to 64" diameter. With the commencement of the aforesaid unit, the Company will be benefited by higher capacity utilisation of its existing Spiral and API Pipes facilities, achieve savings in logistic & coating charges which will further strengthen the presence of the Company in the Domestic as well as Global 3LPE Coated Steel Pipes Segment for Oil, Gas (including CGD) and Infrastructure Sector, leading to improvement in top and bottom line of the Companys Steel Pipe & Strips Segment.

Climbing the ladder of success very fast, the company has received during the current year an order of 231.18 crore (GST Extra) from IOCL for API Grade pipes. Further, in the last reported financial year, Company has received orders aggregate amounted to 190.62 crore for supply of 3LPE Coated API line pipes for CGD & CNG and ERW pipes from Government and State institutions and the same are under execution as per schedule

The Company continued 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.

Bhuj 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 21,000 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 registered much improved performance on account of increasing sales of LED lights leading to an increase of 11.37% in Revenue from Operations (net of taxes) to 1553.69 crore from 1395.01 crore, EBITDA increased by 7.83% to 149.28 crore from 138.43 crore and Profit Before tax (PBT) increased by 7.23% to 98.30 crore from 91.67 crore during the corresponding last year. Further for the year under review, consolidated gross revenue from operations of the divisions stood at 1553.41 crore and Profit before tax (PBT) to 98.20 crore

Strong growth of 19% registered in Q4FY19 as compared to Q4FY18. LED Lighting registered 35% growth with continuously increasing share in overall revenue, constitutes 75% of lighting revenue during 04FY19 as compared to 69% during 04FY18.

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 36% 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 luminaires and will continue to participate aggressively in the tendering of Street Lights orders of EESL.

The Company feels immense pleasure by successfully completing the LED Lighting installation at ‘Kumbh Mela with specific recognition by the media. Aggressive advertisements, sponsorships and sales promotion activities has improved the Brand visibility across India.

The 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 R&D 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.

The 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. 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, firefighting, Infrastructure, Oil & Gas sector and river interlinking etc. The industry will serve as the backbone of industrialisation 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, firefighting, Infrastructure and Oil & Gas sector. Government has ambitious plans to improve network of Gas & oil pipes 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.

Government of India through Oil and Gas Companies are tendering aggressively for laying new pipe lines for transportation of Oil and Gas, accordingly sizeable investment opportunity is anticipated for the expansion of API cross country line. In order to increase domestic output and to cut imports, Indian Government has offered further 23 oil and gas and CBM blocks covering over 31,000 sq. km for bidding in the third round of Open Acreage Licensing Policy (OALP). With the launch of entire bidding so far in three rounds, more than 1,20,000 sq. km of area has now been made available for exploration.

The Company will reap benefits of the same as 3 LPE Coating Pipe manufacturing unit commenced commercial production 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). With this coating facilities, the Companys presence in supply of pipes in Oil & Gas Sector increases, which will also lead to higher capacity utilisation 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 has good presence in Fire Fighting, Agriculture, Section and API pipes 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 state of the art ERW Pipe Manufacturing Mill at Hindupur (A.P) for production of Black, Section and GI pipes also started yielding results. Further, the 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 ofthe Company.

With emphasis through the National Steel Policy and Government thrust to strengthen the agricultural and rural economy, increasing the capacity of steel sector, generating solar power, wind power, housing for all, elevated tracks for Railways, City gas projects, infrastructure development for Expo 2020 at Dubai and 2022 FIFA World Cup in Qatar, substantial demand will be generated for the Steel Pipe products and provides ample scope of growth for Steel Pipes manufacturing units.

LIGHTING & CONSUMER DURABLES SEGMENT

The lighting Industry in India is evolving rapidly through the replacement of conventional products by LEDs driven by increasing government initiatives for energy conservation, rising consumer awareness for energy efficient products and innovative products offered by the industry in sync with the mega trend of digitisation of information.

India being the second most populous country and fifth major electricity consumer, has been witnessing ever widening demand vs supply gap in electricity. Consequently, the market for energy efficient products such as LED Lighting Products is bound to grow on the initiatives encouraging use of LED lights and increasing focus on smart city projects, efficient public distribution system and ever increasing need for smart, connected lifestyle and energy efficiency measures. The Electric Lamp and Component Manufacturers Association of India (ELCOMA) predicts that LED market will grow to 261 billion by 2020 making the LED Market share 80% of the total lighting Industry.

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 inhouse 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.

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

With strong foothold in energy efficient lighting, Surya is all set to move towards Smart LED Lighting. This technology is transforming from a novelty to an indispensable daily companion through smart control devices. These devices utilise wireless controls for dimming, colour changing and can be managed from anywhere. Together with advanced sensors, smart cameras and other device these smart lighting devices constitute an ecosystem which can enrich the lives of modern consumers who can command and control these device by using simple voice commands or apps.

A good turnover was realised through EESLs (Energy Efficiency Services Limited) LED Lighting program.. We have also made in-roads in prestigious projects like Smart Cities, Metros and Airports.

LED Business continues to contribute 75% of total lighting products 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, ranked among the most respectful and trusted brand for lighting product in India has been awarded with "Brand Excellence Award in Lighting Category" in North

India Best Brand Awards, 2018 and earlier during the year was awarded with Champions of Rural Market award from the prestigious newspaper The Economic Times. With strong foothold in rural and semi urban areas, the Company is also now focusing on Tier-I cities to accelerate growth and introducing more value added premium range of LED Down-lighters, Battens, Lamps, Street Lights, Fittings and other decorative luminaires.

With continuous focus and energised teams along with Companys 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 and introduction 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 lastfewyears, STIC has been involved in the research and development of LED Luminaires 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 design new lights ensures that the lights meet the best manufacturing and quality standards. Thermal management is done using thermal simulations during design stage to ensure that it is optimum for the long life of the LED luminaires.

The Company design and develop its own electronic drivers for use in its vast range of LED lights. High quality and reliability of the drivers is ensured right from the design stage. Advanced features of drivers like dimmable drivers, DALI drivers, programmable drivers coupled with various types of sensors ensure that we remain at the forefront of LED technology. Thermal, mechanical and environmental tests are performed on the Luminaires during development. All kinds of electrical and safety tests are available and are performed on the products to, so that the luminaires keep functioning during the most adverse conditions.

STIC also 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, luminaires and for testing of optical design of lighting system. The centre is also equipped with a 2m Integrating sphere and carry out measurements for light distribution pattern, illuminance, luminous flux, chromaticity, color temperature, color rendering index of light sources and luminaires. The Photometric Testing Laboratory is also NABL accredited.

STIC has been recognised 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 laboratories in India by BEE (Bureau of Energy Efficiency), for the measurement of complying BIS Standard/lnternational 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. Today Surya, is the name reckoned for energy efficient domestic and commercial fan solution market which have started its journey in fans division five years ago.

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 20 Lacs fans units in 2018-2019. Company has presence across the segment in Domestic customers, CSD -CPC and Government institutions with focus to expand business through E- commerce during the year.

Surya Premium Ceiling fan range offers the variety of choices for customer with different colour combinations and unique decoration to suits the interior of home. Development of new range is more focused towards the Premium and decorate range with few model with IOT enabled which will help in further growth

HOME APPLIANCES AND CONSUMER DURABLES

Surya entry in to the Small Domestic Appliances business during the last 3 years have been noteworthy and have created higher brand image and consumer satisfaction. The products and services it offers are unique, innovative in design, superior in product performance and exceptional value to consumers. The footprint of the business have been expanded to Pan India and have been instrumental in increasing the retail presence in the market. Water Heaters product group remains major contributor in sales, key models have been Qubo and Arctic series which have been again promoted through the TV campaign, as result it witnessed this segment to grow by 32%to 70000 units in 2018-19.

Room Coolers range was further expanded and all new designer range of Arctic Room Coolers was launched which was received well in the market, the capacity of this series was 70L and TOOL, the demand of this product have been overwhelming and with excellent product performance due to special features like Ice Chill Tray, Power full motor with T.O.P and robust body. Room Coolers product category was promoted with a brand new TV Campaign, which led to higher excitement in the trade and consumers. This product segment shall be witnessing a double digit growth in the next 5 years and Surya intends to be a major player in this category.

Surya also ventured in Stainless Steel Cook Tops segment in an effort to expand the product portfolio and to cater to wide consumer base so as to offer best in class material and design to its consumers, two models Blaze and Spark were launched which were received well in the market.

Surya plan to further strengthen this business group by expanding into new products and markets, this business witnessed 35% growth over last year and further shall continue the growth momentum to 45% in the FY 2020 as well. All products like Mixer Grinders, Steam and Dry Irons, Electric Kettles, Toasters, Induction Cooktops and Glass Cooktops have been able to create a niche in the market due to product design, workmanship and performance. The customer care team also responded by further appointing service franchises across the country in order to offer exceptional customer care service experience in this business segment.

Surya also plans to further leverage E commerce which have become a big contributor in sales, with exclusive models to offer to its consumers. Appliances Business shall be looking forward to new product groups and shall be expanding the current models in Room Heaters as well.

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 2.00 per equity share for the year ended 2018-19 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 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 28th August, 2019. In respect of shares held in dematerialised form, the dividend shall be payable on the basis of beneficial ownership as at 28th August, 2019, as per the details furnished by National Securities Depository Limited/ Central Depository Services (India) Limited 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 four times, on 18th May, 2018; 10th August, 2018; 14th November, 2018 and 14th February, 2019.

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL : Re-appointment of Director

As per Article 101 of the Articles of Association of the Company, Smt Urmil Agarwal retire by rotation and, being eligible, offer herselffor reappointment.

Change in Directorship:

Mr. Mukesh Tripathi, Executive; Non-Independent Director of the Company (having DIN-01951272) had resigned from the Board of the Company w. e. f 18th May, 2018 on account of his ill health. Your Directors placed on record the high sense of appreciation for the wise counsel and valuable services rendered by Mr. Mukesh Tripathi during his tenure on the Board.

Mr. Utpal Kumar Anil Kumar Mukhopadhyay, Independent Director of the Company (DIN-02766045) had resigned from the Board of the Company on 2nd June, 2018 on account of his ill health. He later expired on 20th June, 2018.Your Directors placed on record the high sense of appreciation for the wise counsel and valuable services rendered by Mr. Utpal Kumar Anil Kumar Mukhopadhyay during his tenure on the Board and express deep condolence on the sad demise of the ex-director.

Smt. Shivani Singla, Nominee Director of IDBI Bank Ltd has resigned from the Board of the Company w. e. f 5th March, 2019 as IDBI Bank Limited withdrawn the nomination from the Board of the Company. Your Directors placed on record the high sense of appreciation for the wise counsel and valuable services rendered by Ms. Shivani Singla during her 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 Mr. Vinay Surya having DIN - 00515803 as an Additional Whole-time Director of the Company w.e.f 18th May, 2018 and subsequently approved the appointment by the Shareholders at the AGM held on 28th September, 2018 as per the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) at its meeting has appointed Mr. Kaustubh Narsinh Karmarkar having DIN - 00288642 as an Additional Whole-time Director of the Company w.e.f 10th August, 2018 and subsequently approved the appointment by the Shareholders at the AGM held on 28th September, 2018 as per the provisions 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 & Strips Operations
Sh. Ramanjit Singh C.E.O - Lighting & Consumer Durables 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.

FAMILARISE 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 familiarization programme for Independent Directors was organised during the year to make them update on the recent amendments in the provisions of the SEBI and Corporate Laws. A detailed familiarisation programme was presented by representative of Corporate Professional, leading firm of Corporate Law Consultants of the amendments / newly inserted regulations in the SEBI (Prohibition of Insider Trading) Regulations, 2015 effective from 1st April, 2019 and other recent legal updates, which was keenly participated by every Director on the Board of the Company and express happiness over the same. The detailed familiarisation programme for Directors was uploaded on the website of the Company at the following link: http://www.surya.co.in/Content/Images/uploaded/familiarization-programme-for- independent-directors/Recent-Legal-Updates.pdf

8. COMPOSITION OF AUDIT & OTHER COMMITTEES

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

Names of the Members Director

Identification No.

Category
Mr. Krishan Kumar Narula 00098124 Chairman; Independent - Director
Mr. Tara Sankar Sudhir Bhattacharya 00157305 Member; Independent - Director
Mr. Surendra Singh Khurana* 02126149 Member; Independent - Director
Mr. Utpal K Mukhopadhyay** 02766045 Member; Independent - Director
Mr. Mukesh Tripathi *** 01951272 Member; Non Independent - Director

* I nducted by re-constitution of the Committee by

the Board of Directors w.e.f 18th May, 2018.

** Resigned from the Directorship on 2nd June, 2018 due to ill health and later expired on 20th June, 2018.

*** Resigned from the Board of the Company on 18th May, 2018

All members of audit committee are financially literate and 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:

Name of the Member DIN Position Category
Mr. Krishan Kumar Narula 00098124 Chairman Non

Executive,

Independent

Mr. Ravinder Kumar Narang 02318041 Member Non

Executive,

Independent

Mr. Surendra Singh Khurana 02126149 Member Non

Executive,

Independent

The Nomination and Remuneration Committee is responsible for-

• Identifying persons who are qualified to become directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal;

• Shall specify the manner for effective evaluation of performance of the Board, its committees and individual directors and review its implementation and compliances.

• 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 thatthe 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) Regulations 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 Mr. Krishan Kumar Narula (Non-executive - 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
Mr. Krishan Kumar Narula 00098124 Chairman Non

Executive,

Independent

Mr. Ravinder Kumar Narang 02318041 Member Non

Executive,

Independent

Mr. 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, read with 4(2)(d)(iv) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the 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 has been posted on the website of the LjSSySsjjfc Company at the following link: http://www.surya.co.in/Content/ Images/uploaded/whistle-blower-policy/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 that:

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

b) 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;

c) 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;

d) the Directors had prepared the annual accounts on a "going concern" basis;

e) 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;

f) 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 MAINTENANCE OF COST RECORDS

As per the provision of Section 148(1) of the Companies Act, 2013 and Companies (Accounts) Rules, 2014 read with Ministry of Corporate Affairs circular G.S.R 725(E) dated 31.07.2018, we hereby states that the Company has made and maintained Cost Records as per Companies (Cost Records and Audit) Rules, 2014as amended from time to time.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE WHOLLY-OWNED SUBSIDIARY COMPANY:

During the year under review, Company has incorporated on 21ST January, 2019 vide Certificate of Incorporation dated 23rd January, 2019 a non- listed Indian Wholly-Owned Subsidiary namely SURYA ROSHNI LED LIGHTING PROJECTS LIMITED (CIN -U31200DL2019PLC344720) with an authorized capital of Rupees Four crore and initial paid-up capital of Rupees Five lakh as Special Purpose Vehicle (SPV) in compliance to the terms of the LOA for the execution of the awarded Orissa project to the Company through novation.

Orissa Project is for execution of design, manufacture, procure, supply and, implementing, operating and maintaining the Greenfield Public Street Lighting System along with other infrastructure including CCMS and automation in 21 Urban Local Bodies representing Cluster C by the Housing and Urban Development, Government of Odisha, vide their letter of award (LOA) dated 14th November, 2018 aggregating to Rupees 59.00 crore as detail described in their request for proposal (RFP) dated 22nd May,2018 for the "Implementation of Greenfield Street Lighting Project for 113 Urban Local Bodies in Odisha on PPP basis. Thereafter, Supply Installation Operation and Maintenance (SIOM) Agreement was executed on 29th December, 2018.

Statement containing salientfeatures of the financial statement of wholly-owned subsidiary Company in Form AOC - 1 form part of the Annual Report and marked as Annexure - I. Further during the year under review except above, no Company have become / ceased to be its subsidiary / Associate Company.

13 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 - II forms part ofthis Board Report.

14 AUDITORS AND AUDIT 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 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 7th May, 2018 ratification of auditors appointment is no longer required. However, under section 142 of the Companies Act, 2013, members at the Company at the 44th Annual General Meeting authorised the Board of Directors of the Company to fix Auditors remuneration for the period of their appointment as deem fit and proper.

The Statutory Audit Report for the year 2018-19 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

APPOINTMENT OF OTHER AUDITORS COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013, 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 2018-19.

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 2018-19. The Secretarial Audit Report for the financial year ended 31stMarch, 2019 is annexed herewith and marked as Annexure III to this report. The Secretarial Audit Report(s) does not contain any qualification, reservation or adverse remark.

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

Information 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 - IV and form part of this report.

16 DETAILS RELATING TO DEPOSITS:

The Company has not accepted deposits under Chapter V of the Companies Act, 2013 and as per the provisions of Section 74(1)(b) of the Companies Act, 2013, Company had made pre- payments, repayments or outstanding unclaimed deposits on or before 31st March, 2015 to all the public depositor of the Company. At the close of the year 226 depositors aggregating to 17.34 lakh to whom prepayment and Interest cheques were issued but not cleared.

17 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.

18 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 is having an independent Internal Audit Department assisted by external professionals 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

19 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 or security provided or made any investments during the year under review.

20 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 ofthe 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 Company- wide implementation;

• To ensure systematic and uniform assessment of risks related with different functions ofthe 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.

H. Commodity Price Risk: Company sources several commodities for use as inputs in its businesses and their price fluctuations may lead to losses.

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

21 CORPORATE SOCIAL RESPONSIBILITY POLICY :

To attain Companys Corporate Social Responsibility objectives, 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 three Directors. The names along with categories of the members at the meeting was as follows :

Sr.

No.

Name of the Member DIN Category
1 Mr. Jai Prakash Agarwal 00041119 Member
2 Mr. Raju Bista 01299297 Member
3 Mr. Krishan Kumar Narula 00098124 Chairman
4 Mr. Mukesh Tripathi* 01951272 Member

* Resigned from the Board of the Company w.e.f 18th May, 2018

During the last financial year four CSR Committee meetings were held on 18th May, 2018; lOthAugust, 2018; 14th November, 2018 and 14th February, 2019.

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 26 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 spends 2.57 crore 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 V 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

22 RELATED PARTY TRANSACTIONS :

Particulars of contracts or arrangements or transactions at arms length basis with Related parties referred to in Section 188(1) in Form AOC- 2 is provided in ANNEXURE - VI 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, 2014and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, revised policy on Materiality of Related Party Transactions and also on dealing with Related Party Transaction has been framed, 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 revised 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/Content/Images/uploaded/related-party-transaction-policy/Related%20Party%20 Transaction%20Policy.pdf

Your Directors draw attention of the members to Note No. 49 to the standalone financial statement which sets out related party disclosures.

23 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.

Evaluation of the performance of the Board

Committees including Audit Committee, Nomination and Remuneration Committee,

Corporate Social Responsibility Committee,

Stakeholders Relationship Committee and Other Compliance Committees.

Evaluation of the Performance of the Chairman of the Company taking into account the views of Executives and Non-Executive Directors.

Evaluation of the quality, content and time lines 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 every 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 19th January, 2019 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.

24 LISTING WITH STOCK EXCHANGES:

The equity shares of the Company were listed on the following Stock Exchanges during the financial year 2018-19:

The Stock Exchange, Mumbai The National Stock Exchange of India Ltd.
Rotunda Building, Dalai 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- Symbol / Code SURYAROSNI 500336

(Dematerialised)

336 (Physical)

INE335A01012

The Company has paid the Annual Listing Fees to both the Stock Exchanges for the Financial Year 2018-19 and 2019-20.

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 - VII and form part ofthis 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.

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. In compliance with section 62 (1)(b) and other applicable provisions of the Companies Act, 2013, the members at the 45th Annual General Meeting of the Company held on 28th September, 2018 has authorized the Board of Directors to allot Equity Shares upto 8,00,000 (Eight lakh) of 10/- each under "SRL Employee Stock Option Scheme - 2018" ("Scheme") routed through "Surya Roshni Limited Employees Welfare Trust". No further steps have been taken till date by the Company post approval from the members at the AGM in regard to the said Scheme for its implementation.

ii. 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.

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

27 PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 (12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as per Annexure IX.

28 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 Investors.

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: 21st May, 2019 DIN- 00041119