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Directors Report of Bhagyanagar India Ltd.

Mar 31, 2023

The Directors have pleasure in presenting the 38^th Annual Report of your Company and the Audited financial statements for the financial year ended 31^st March, 2023 together with Auditors'' Report thereon.

FINANCIAL RESULTS:

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

(Amount in Lakhs)
Particulars	Standalone Results		Consolidated Results
Particulars	2022-23	2021-22	2022-23	2021-22
Sales and other Income	138872.52	109338.48	184752.32	157440.97
EBIDTA	2039.41	1724.07	3562.76	3096.72
LESS :
Depreciation	361.59	367.97	592.79	572.46
Interest	870.94	685.79	1522.02	1182.74
Profit before Taxation	806.87	670.31	1447.95	1341.52
Provision for Taxation: Current Tax	255.58	221.63	362.58	333.67
Deferred Tax	-58.66	-67.52	23.92	-67.52
MAT Credit	-	63.32	48.40	-48.72
Excess MAT Credit Reversed	-	15.90	-	15.90
Profit after Tax	609.96	436.99	1013.05	1108.19
Surplus brought forward from previous year	9348.99	8912.00	9747.76	8639.57
Balance available for appropriation	9958.95	9348.99	10760.81	9747.76
Transfer to General Reserves	-	-	-	-
Balance c/f to Balance Sheet	9958.95	9348.99	10760.81	9747.76

PERFORMANCE AND OPERATIONS:

During the year 2022-23, the Company''s consolidated turnover is increased by 17% as that of previous year. EBIDTA is '' 3562.76 lakhs as compared to that of last year '' 3096.72 Lakhs. PBT increased by 8% as compared to that of last year. But PAT Decreased by 8% as compared to that of previous year.

SUBSIDIARIES/ ASSOCIATES:

Your Company has only one wholly owned (100%) subsidiary company viz., Bhagyanagar Copper Private Limited, engaged in the same line of business i.e., manufacture of copper products. There has been no material change in the nature of its business.

In terms of proviso to sub section (3) of Section 129 of the Act, 2013 read with Companies (Accounts) Rules, 2014, the salient features of the financial statement of the subsidiaries and Associates is set out in the prescribed Form AOC-1, which forms part of the annual report.

CONSOLIDATED FINANCIAL STATEMENTS:

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

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

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly followed by the Company.

SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31 ^st March, 2023 is '' 6,39,90,000 divided into 3,19,95,000 equity shares of Rs. 2/- each.

TRANSFER TO RESERVES:

The Board of Directors of the Company has not recommended for transfer of any amount to the General Reserve for the Financial Year ended 31^st March, 2023.

DIVIDEND:

The Board of Directors has not recommended dividend for the financial year 2022-23 to retain the maximum possible cash in the system. The Company is constrained to skip the dividend in view of the proposed expansion plans.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company''s business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms part of the Annual Report as Annexure-II.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) That the preparation of the annual accounts for the financial year ended 31 ^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31^st March, 2023 and of the profit and loss of the company for that period;

(c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors have prepared the annual accounts for the financial year 31 ^st March, 2023 on a going concern basis;

(e) That the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The independent directors have submitted the declaration of independence, as required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel, Senior Management and other employees of the Company. The details of Nomination and Remuneration Committee and Policy are stated in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

The details of Loans, Guarantees, Securities and Investments made during the financial year ended 31^st March, 2023 are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.bhagyanagarindia.com.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as âAnnexure-IIIâ to this Report.

AUDIT COMMITTEE:

The Audit Committee, as on 31.03.2023, consists of Independent Directors Shri Kamlesh Gandhi as Chairman, Shri R. Surender Reddy, Smt. Sanjana Jain and the Managing Director, Shri Devendra Surana as Members. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors and compliance of various Regulations. The Committee also reviews the financial statements before they are placed before the Board.

The recommendations made by the Audit Committee to the Board, from time to time during the year under review, have been accepted by the Board. Other details with respect to the Audit Committee such as its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee, are separately provided in this Annual Report, as a part of the Report on Corporate Governance.

ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2023 is available on the website of Company at http://www. bhagyanagarindia.com/investor-relations.php.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the Annexure-I forming part of this Report.

RISK MANAGEMENT POLICY:

In terms of the requirements under Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed and implemented the Risk Management Policy. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. At present, the Company has not identified any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility reflects the strong commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in a way that will lead to overall development of all stakeholders and society.

During the year 2022-23, the Company is covered under the criteria of Section 135(5) of Companies Act, 2013. The CSR activities of the Surana Group are guided by the vision and philosophy of its founding father, Shri G.M. Surana, who embodied the value of trusteeship in business and laid the Foundation for its ethical and value-based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment. The G.M. Surana Foundation is established purely for the purpose of providing medical relief to the people who are in below poverty line. It is being run by qualified and registered doctors.

During the year, the Company has spent Rs. 7,00,000/- on CSR activities.

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

BOARD EVALUATION:

During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the

evaluation of performance of all Directors is undertaken annually. The company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprise evaluation criteria taking into consideration various performance related aspects. The Board of Directors have expressed their satisfaction with the evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Narender Surana, Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief particulars of Directors seeking appointment/re-appointment at this Annual General Meeting are annexed to the Notice.

As on 31^st March, 2023, Shri Devendra Surana and Shri Narender Surana, Managing Directors, Shri N.C. Bhardwaj, Whole-time Director, Shri Surendra Bhutoria, Chief Financial Officer and Shri Lalit Kumar Thanvi, Company Secretary are the Key Managerial Personnel (KMPs) of the Company as per the provisions of Companies Act, 2013.

During the period under review, Shri. Srinivas Dudam, the Company Secretary of the Company had tendered his resignation w.e.f. 20^th August, 2022 and Shri. Lalit Kumar Thanvi had been appointed as the Company Secretary w.e.f. 14th February, 2023. Further during the period under review, Shri. Naresh Chand Bhardwaj was re-appointment as Whole-time Director of the Company with effect from 23^rdJune, 2023 in the last Annual General Meeting held on 28^thSeptember, 2022.

MEETINGS OF THE BOARD:

During the financial year under review, 6 (Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015.

DEPOSITS:

The Company has not accepted any deposits in terms of Section 73 or 76 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on the following Stock Exchanges:

(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Ltd, Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra -Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra, India.

The Company has paid the annual listing fees to the said stock exchanges for the financial year 2023-24.

STATUTORY AUDITORS:

The Statutory Auditors'' Report for the Financial year 2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors under sub-section (12) of Section 143 of the Act.

M/s. Luharuka & Associates, Chartered Accountants, Hyderabad (Registration No. 01882S) were Re-appointed as the Statutory Auditors of the Company in the 37th Annual General Meeting, who shall hold office till the conclusion of the 42nd Annual General Meeting to be held in the year 2027. The independence of the external auditors is effectively maintained by the Company.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Sekhar & Co., Chartered Accountants as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis to the Audit Committee and Board of Directors.

The Board of Directors of the Company has re-appointed M/s. Sekhar & Co., Chartered Accountants as Internal Auditors to conduct Internal Audit for the financial year ended 31^stMarch, 2023.

COST AUDITORS:

The Company has maintained cost records as specified by Central Government under Section 148(1) of Companies Act, 2013 and such records have been audited by the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014.

M/s Lavanya & Associates, Cost Accountants, Hyderabad, has been appointed by the Board, on recommendations of Audit Committee, as Cost Auditor for conducting audit of the cost accounts maintained by the Company relating to Base Metals and Electricity for the financial year 2022-23.

The Cost Auditors'' Report of financial year 2022-23 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.

SECRETARIAL AUDITORS:

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

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

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

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:

The Secretarial Audit of Bhagyanagar Copper Private Limited (BCPL), a material subsidiary of the Company was carried out pursuant to Section 204 of the Companies Act, 2013

and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year 2022-23. The Secretarial Audit Report of BCPL submitted by Mrs. Rakhi Agarwal, Company Secretary in Practice, does not contain any qualification, reservation or adverse remark or disclaimer.

The Report of the Secretarial Auditor of Bhagyanagar Copper Private Limited for the financial year 2022-23 is annexed to this report as Annexure-VII.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mrs. Rakhi Agarwal, Company Secretary in Practice has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year and is annexed at Annexure-VIII to this Board''s Report.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as per the requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

A separate report on corporate governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliances forms an integral part of this Report.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimisation of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

PARTICULARS OF EMPLOYEES:

A. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as follows:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Name of the Director	Ratio to Median
Name of the Director	Remuneration
Shri Narender Surana, MD	Nil
Shri Devendra Surana, MD	34.09
Shri N.C. Bhardwaj, WTD	6.17

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name of Person	% increase in remuneration
Shri Devendra Surana, MD	0.00
Shri N.C. Bhardwaj, WTD	15.60
Shri Surendra Bhutoria, CFO	6.47
Shri Lalit Kumar Thanvi CS*	NA
Shri Srinivas Dudam CS**	NA

* (Appointed as Company Secretary w.e.f. 14.02.2023)

** (Resigned as Company Secretary w.e.f. 20.08.2022)

(iii) The percentage increase in the median remuneration of employees in the financial year: 4.80%

(iv) The number of permanent employees on the rolls of company: 136

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average increase in salaries of employees other than managerial personnel in 2022-23 was 8.20%. Percentage increase in the managerial remuneration for the year was 2.77%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company - Yes.

B. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees

drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said Annexure is open for inspection at the registered office of your Company. Any member interested in obtaining copy of the same may write to Company Secretary.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors team carries out extensive audit and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

CHANGE IN NATURE OF BUSINESS:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

The GST authorities conducted an investigation and on the insistence of the authorities, the company has deposited an amount of Rs.800 lakhs with GST Department under protest and shown in financial statements under the head âCurrent Assetsâ. The company has not received any show cause notice till date of this report. The company has been advised by the legal experts that it has fair chance of ultimately succeeding in the matter and accordingly no provision has been made in the books of accounts.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31^st March, 2023 to which the financial statements relates and the date of signing of this report.

HUMAN RESOURCES:

The industrial relations of the Company continued to be harmonious during the year under review.

ISO 9001-2008 CERTIFICATION:

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

POLICY ON SEXUAL HARRASSEMENT:

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. During the period under review, no complaints were received by the ICC.

CAUTIONARY STATEMENT:

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government

regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS:

The Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.

Mar 31, 2018

To the Members of Bhagyanagar India Limited

The Directors have pleasure in presenting the 33^rd Annual Report of your Company and the Audited financial statements for the financial year ended 31^st March 2018 together with Auditorsâ Report thereon.

FINANCIAL RESULTS:

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

(Amount in Rs.)

Particulars	Standalone Results		Consolidated Results
Particulars	2018	2017	2018	2017
Sales and other Income	458,40,48,786	301,73,25,935	458,40,63,786	304,35,01,209
EBIDTA	24,23,89,531	21,08,56,378	24,23,56,073	22,55,25,588
LESS :
Loss on Foreign Exchange Fluctuation	2,43,464	1,20,63,099	2,43,464	1,20,63,099
Depreciation	3,61,24,508	3,43,58,606	3,76,30,339	4,71,18,799
Interest	3,81,50,522	5,96,71,798	3,81,53,322	6,12,87,285
Amortisation of FCMITDA	-	1,08,44,686	-	1,08,44,686
Extraordinary Items	-	4,25,88,988	-	4,25,88,988
Profit before Taxation	16,78,71,037	5,13,29,201	16,63,28,948	5,16,22,731
Provision for Taxation : Current Tax	3,40,97,481	1,03,74,911	3,40,97,481	1,04,54,117
Deferred Tax	33,00,668	20,97,640	33,00,668	(27,45,589)
MAT Credit	18,24,460	(95,97,782)	18,24,460	(95,97,782)
Tax of earlier years	-	-	-	745
Profit after Tax	12,86,48,428	4,84,54,432	12,71,06,339	5,35,53,473
Less: Non-Controlling Interest				18,76,517
Add: Change in Interest of Associate Companies			(5,27,657)	5,27,657
Add: Divestment on account of Demerger			(6,94,42,726)	12,70,407
Surplus brought forward from previous year	77,68,44,264	75,15,89,062	79,82,13,232	76,79,37,442
Balance available for appropriation	90,54,92,692	80,00,43,494	85,53,49,188	82,14,12,462
Transfer to General Reserves	5,00,00,000	2,31,99,230	5,00,00,000	2,31,99,230
Balance c/f to Balance Sheet	85,54,92,692	77,68,44,264	80,53,49,188	79,82,13,232

Note: The previous yearsâ figures regrouped and rearranged wherever necessary in order to make them comparable as per Ind-AS.

PERFORMANCE AND OPERATIONS:

During the year 2017-18, the Companyâs total revenue is increased by 51.92% as that of previous year. EBIDTA stood at 5.28% as compared to that of last year 6.99%. PBT increased by 227.05% as compared to that of last year. PAT also increased by 165.50% as compared to that of previous year.

BUSINESS OUT LOOK:

The Company will remain focused on copper business and continue to add further value added products in line with the requirement of our OEM customers. We are looking at a minimum of 10% volume growth in this year. The Company received a major boost since the implementation of GST and Demonitisation. With the advent of uniform tax structure (GST) across the country and abolition of CST, our competiveness in terms of pricing has gone up. The companyâs disadvantage against tax free territories like Silvasa will no longer apply. Post demonitisation, the customer base has increased and diversified.

EXPANSION PLANS:

The companyâs competitiveness in terms of pricing has gone up post GST and volumes have increased substantially. With the kind of growth mode the Company is in the existing capacity as well as space is not enough to meet the demand. Therefore, the Company has decided to double the capacity to 30000 MT from the existing 15000 MT. The expansion shall be done through a 100% subsidiary viz., Aanvik Mercantile Private Limited (AMPL). AMPL has 65.28 Acres of land in Shabhashpally village, Medak District, located near the proposed inner Ring Road. The Company has already invested Rs.14.16 Crores out of capital outlay of Rs.40 Crores in the first phase. All the required statutory approvals are in process and commercial production is expected to commence in March, 2019. The Company is targeting consolidated turnover of Rs.1000 Crores in next 2 to 3 years.

DISINVESTMENT IN SUBSIDIARIES:

(i) Solar Dynamics Private Limited

The Company was carrying out wind power operations of 6.4 MW capacity in Tamil Nadu State through subsidiary company viz., Solar Dynamics Private Limited. Due to regulatory uncertainties and low growth prospective, the Company has exited from the wind power business in Tamil Nadu by selling all the wind mills situated therein. The divestment proceeds shall be utilized for the expansion of copper manufacture facilities.

(ii) Bhagyanagar Metals Limited

Bhagyanagar Metals Limited having land parcel of 22 Acres of land was in incorporated for the future expansion plans. As the land parcel of 22 Acres is not sufficient to meet the expansion criteria, the subsidiary has been hived off. The disinvestment proceeds shall be utilized for expansion of copper manufacturing facilities.

(iii) Bhagyanagar Cables Pvt Ltd

As your company has exited from cables/telecom business long back and the focus is only on copper business now, keeping miniscule Interest in Bhagyanagar Cables Pvt Ltd is no longer worthwhile.

SALE OF FACTORY LAND & BUILDING:

During the year, the factory land & building (erst-while JFTC factory) situated at Pilerne Industrial Estate, Pilerne, Goa, admeasuring 19865 Sq. Mtrs has been sold for Rs.9.55 Crores.

SUBSIDIARIES/ ASSOCIATES:

Your company has the following wholly owned subsidiary Company as on 31^st March, 2018. Further there has been no material change in the nature of its business:

Name of the Company	Percentage of Shareholding	Subsidiary/ Associate
Aanvik Mercantile Private Limited	100.00	Wholly-owned Subsidiary

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements prepared and annexed in accordance with the Accounting Standards 21 and 23 as prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 and Guidelines issued by Securities and Exchange Board of India (âSEBIâ) also forms part of this Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.bhagyanagarindia. com and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

SHARECAPITAL:

The paid-up Share Capital of the Company as on 31^st March, 2018 is Rs.6,39,90,000 divided into 3,19,95,000 equity shares of Rs.2/- each.

DIVIDEND:

The Board of Directors have not recommended dividend for the financial year 2017-18 to retain the maximum possible cash in the system. The Company is constrained to skip the dividend in view of the impeding cash out flow on account of ECB repayment obligations and the proposed expansion plans.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Companyâs business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms part of the Annual Report as Annexure-II.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) That the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31^st March, 2018 and of the profit and loss of the company for that period;

(d) That the directors have prepared the annual accounts for the financial year 31^st March, 2018 on a going concern basis; and

(e) That the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The independent directors have submitted the declaration of independence, as required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149.

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The details of Nomination and Remuneration Committee and Policy are stated in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS:

The details of Loans, Guarantees Securities and Investments made during the financial year ended 31^st March, 2018 are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website www.bhagyanagarindia.com.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as per the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 in Form MGT-9 are enclosed as Annexure - IV to this Report.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

RISK MANAGEMENT POLICY:

In terms of the requirement Section 134(3)(n) and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant provisions of the Companies Act 2013 the Company has developed and implemented the Risk Management Policy. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. At present the Company has not identified any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, Corporate Social Responsibility (CSR) Committee was constituted on 26^th May, 2018. During the year 2017-18, the Company is not covered under the criteria of Section 135(5) of Companies Act, 2013. The Company, however over the years, is pursuing as part of its Corporate Social Responsibility for welfare and aspirations of the Community. The CSR activities of the Surana Group are guided by the vision and philosophy of its founding father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the Foundation for its ethical and value-based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment. The G.M. Surana Foundation is established purely for the purpose of providing medical relief to the people who are in below poverty line. It is being run by qualified and registered doctors.

BOARD EVALUATION

During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of performance of all Directors is undertaken annually. The company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprise evaluation criteria taking into consideration various performance related aspects.

The Board of Directors have expressed their satisfaction with the valuation process.

DIRECTORS:

Shri N.Krupakar Reddy, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri Narender Surana and Shri Devendra Surana, were reappointed as Managing Directors of the Company for a further period of 3 years w.e.f. 18.01.2018, subject to approval of the members at this Annual General Meeting.

Further, Shri G.Mangilal Surana, Non-Executive Director, Shri O.Swaminatha Reddy, Shri R.Surender Reddy and Shri D.Venkata Subbaiah, Non-Executive Independent Directors of the Company who attained the age above 75 years are being appointed as Non-Executive Director/NonExecutive Independent Director through Special Resolution by shareholders at this Annual General Meeting pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.

The brief particulars of the Directors seeking appointment /re-appointment at this Annual General Meeting are being annexed to the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, Shri Narender Surana and Shri Devendra Surana, Managing Directors and Shri N. Krupkar Reddy, Whole-time Director, Shri. Surendra Bhutoria, Chief Financial Officer and Ms Rachna Kewliya, Company Secretary were formalized as the Key Managerial Personnel of the Company.

MEETINGS:

During the financial year under review, 5 (Five) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015.

DEPOSITS:

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

STATUTORY AUDITORS:

M/s. Luharuka & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at the 32^nd Annual General Meeting held on 26^th September, 2017, for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. M/s. Luharuka & Associates, Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company.

AUDITORSâREPORT:

There are no qualifications, reservations or adverse remarks made by M/s. Luharuka & Associates, Chartered Accountants, Statutory Auditors in their report for the Financial Year ended 31^st March, 2018.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

INTERNAL AUDITORS:

The Board of Directors of the Company have re-appointed M/s Sekhar & Co., Chartered Accountants as Internal Auditors to conduct Internal Audit for the financial year ended 31^st March, 2019.

COST AUDITORS:

The Board of Directors, subject to the approval of the Central Government, re-appointed M/s BVR & Associates, Cost Accountants, holding Certificate of Practice no.16851, as a Cost Auditor for conducting the Cost Audit for the financial year 2018-19. Subject to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 issued by the MCA, the Audit Committee recommended their re-appointment. The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed pursuant to the section 141 of Companies Act, 2013.

CORPORATE GOVERNANCE:

A separate report on corporate governance practices followed by the Company together with a Certificate from the Companyâs Auditors confirming compliances forms an integral part of this Report.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companyâs website. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Rakhi Agarwal, Company Secretary in Practice as Secretarial Auditors to conduct Secretarial audit of the company for the financial year ended March 31, 2018.

The Secretarial Audit Report issued by Mrs. Rakhi Agarwal, Company Secretary in Practice in Form MR-3 is enclosed as Annexure - V to this Annual Report.

The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks.

PARTICULARS OF EMPLOYEES:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF REMUNERATION:

The remuneration and perquisites provided to the employees and Management are at par with the industry levels. The remuneration paid to the Managing Director and senior executives are reviewed and recommended by the Nomination and Remuneration Committee.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Name of the Director	Ratio to Median Remuneration
Shri Devendra Surana, MD	38.66
Shri N. Krupakar Reddy, WTD	2.11

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name of Person	% increase in remuneration
Shri Devendra Surana, MD	50.00
Shri N.Krupakar Reddy, WTD	-
Shri Surendra Bhutoria, CFO	6.92
Shri Badarish H Chimalgi, CS*	20.00

*Resigned as Company Secretary w.e.f 18.06.2018

(iii) The percentage increase in the median remuneration of employees in the financial year - 7.18%

(iv) The number of permanent employees on the rolls of company - 131.

The average increase in salaries of employees other than managerial personnel in 2017-18 was 10.13%. Percentage increase in the managerial remuneration for the year was 46.21.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company - Yes.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

CHANGE IN NATURE OF BUSINESS:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31^st March, 2018 to which the financial statements relates and the date of signing of this report.

HUMAN RESOURCES:

The industrial relations of the Company continued to be harmonious during the year under review.

ISO 9001-2008 CERTIFICATION:

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

POLICY ON SEXUAL HARRASSEMENT:

The Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harrassement. During the period under review, no complaint was received by the ICC.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

CAUTIONARY STATEMENT:

Statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS:

For and on behalf of the Board of Directors

NARENDER SURANA DEVENDRA SURANA

MANAGING DIRECTOR MANAGING DIRECTOR

DIN-00075086 DIN-00077296

Place: Secunderabad

Date: 06.08.2018

Mar 31, 2016

To the Members of Bhagyanagar India Limited

The Directors have pleasure in presenting the 31^st Annual Report of your Company and the Audited financial statements for the financial year ended 31^st March 2016 together with Auditors'' Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year has been as under: (Amount in Rs.)

Particulars	Standalone Results		Consolidated Results
Particulars	2016	2015	2016	2015
Sales and other Income	29374,76,172	26134,62,675	29602,21,956	27560,06,154
EBIDTA	2143,00,304	2000,29,290	2248,52,142	2071,37,605
LESS :
Loss on Foreign Exchange Fluctuation	404,82,164	233,92,199	404,82,164	233,92,199
Depreciation	505,82,033	496,56,585	636,95,881	622,40,975
Interest	761,52,011	832,75,219	761,57,333	836,09,248
Amortisation of FCMITDA	222,94,090	197,53,717	222,94,090	197,53,717
Profit before Taxation	247,90,006	239,51,570	222,22,674	181,41,532
Provision for Taxation : Current Tax	35,75,228	32,76,970	35,75,228	32,76,970
Deferred Tax	10,20,346	1,71,757	(67,99,704)	(69,34,369)
Profit after Tax	201,94,432	205,02,843	254,47,150	217,98,931
Less: Minority Interest	--	--	(13,67,319)	(3,84,220)
Less: Change in Interest of Associate Companies	--	--	912349	130,26,626
Surplus brought forward from previous year	7314,64,290	7539,96,847	7430,14,922	7516,08,986
Dividend Tax of Earlier Years	(69,660)		(69,660)
Balance available for appropriation	7515,89,062	7744,99,690	7679,37,442	7860,50,323
APPROPRIATION:
Dividend	--	191,97,000	--	191,97,000
Tax on Dividend	--	38,38,400	--	38,38,400
Transfer to General Reserves	--	200,00,000	--	200,00,000
Balance c/f to Balance Sheet	7515,89,062	7314,64,290	7679,37,442	7430,14,923

PERFORMANCE AND OPERATIONS:

During the year 2015-16, the Company''s total revenue is increased by 12.39% and EBIDTA also increased by 7.15% as compared to last year. Despite increase in EBIDTA level, its PAT remains almost same as that of previous year due to losses on foreign exchange fluctuation which rose by 45.5% as compared to previous year which had a substantial adverse impact on profitability of the Company. Further, prices of copper come down last year resulting into loss on inventory of copper in pipe line.

In view of the losses, profitability coupled with estimated higher cash out flow, on account of financial commitments during the year 2016-17, the Board of Directors have not declared any dividend for the financial year 2015-16.

SCHEME OF ARRANGEMENT:

The Company made an application with the Hon''ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh for approval of the Scheme of Arrangement between the Company (Demerged Company) and Surana Telecom and Power Limited (1st Resulting Company) and Bhagyanagar Properties Private Limited (2nd Resulting Company) and their respective Shareholders and Creditors under Section 391 to 394 of the Companies Act, 1956.

According to the Scheme of Arrangement, the solar business including 5 MW solar power plant and investments in solar related companies are being demerged to Surana Telecom and Power Limited. Investments in real estate subsidiaries along with loans given to them are demerged to Bhagyanagar Properties Private Limited, which shall be a listed company with mirror image shareholding as that of Bhagyanagar India Limited. (Please visit our website www.bhagyanagarindia.com for complete information relating to the demerger process.

Rationale for Demerger:

Solar Business:

- 5 MW solar power plant is being transferred to Surana Telecom and Power Limited (STPL) along with all assets and liabilities.

- The 5 MW Solar plant was initially set up in 2014 for captive consumption. However, the plant could not be utilized for captive purpose due to regulatory issues. Hence, we started selling power to third party. Solar power generation is not the core area of BIL and its not going to add value in the long run, therefore, it is proposed to demerge the business into STPL.

- STPL is focusing only on solar power generation now. As part of consolidation of various business verticals and to increase the worth of share holders, it is desired that all solar power plant across the Group should come under the umbrella of STPL.

- Turnover from the solar business is Rs 6.09 Crores as against total turnover of Rs 293.74 Crores of the company ( 2.07% of total turnover).

- BIL is holding investments in STPL and Surana Solar Limited (SSL). Since both the companies are engaged in the business relating to Solar industry, these investments are also being transferred to STPL.

Real estate business:

- BIL is having interest in real estate segment through the following subsidiaries:

a. Bhagyanagar Properties Pvt Ltd (BPPL)

b. Scientia Infocom Pvt Ltd

c. Metropolitan Ventures Pvt Ltd

- The company forayed into real-estate segment in the year 2005-06 through the above subsidiaries. However, there is no activity happening in this sector in last 10 years. No development has taken place and the company has also not earned any revenue from these investments in last 10 years.

- The subsidiaries of BIL are holding 25 acres of land in Gachibowlly, Hyderabad. Huge funds are required to develop such large property. Therefore, it is desired that a strategic investing partner shall be identified for joint development and debt shall be taken exclusively in BPPL so that the existing cash flow of BIL is not affected.

- The loans and investments are not generating any revenue since beginning. Such huge loans to subsidiaries without any income stream are distorting the balance sheet of BIL. On demerger, the balance sheet of BIL will be much more realistic.

- Turnover from the above assets - NIL and Net Profit -NIL since beginning

BIL has invested in equity capital of these companies as well as given them unsecured loans also. These investments and loans are being demerged to BPPL which shall be a listed company with mirror image share-holding as that of BIL.

Exchange Ratio:

- For solar business: STPL shall issue 4 equity shares for every 6 shares held by shareholders of BIL. STPL shall issue net 3,17,37,963 equity shares of the face value of Re.1 each.

- For real estate business: BPPL shall issue equity shares in the ratio of 1:1. BPPL shall issue net 3,19,95,000 equity shares of Rs. 2 each.

The Hon''ble High Court vide its order dated 25th April, 2016, directed the Company to convene Meeting of the Shareholders and Unsecured Creditors of the Company on 11th June, 2016 for obtaining approval for the Scheme of Arrangement between the Company and M/s. Surana Telecom and Power Limited and M/s. Bhagyanagar Properties Private Limited and their respective Shareholders and Creditors.

The Company has duly convened the meeting of the Equity Shareholders and Unsecured Creditors and obtained approval for the Scheme of Arrangement with the requisite majority. The Company filed a Petition to obtain the sanction of the Hon''ble High Court of Judicature at Hyderabad for the State of Telangana and Andhra Pradesh to the Scheme of Arrangement.

OUTLOOK FOR THE YEAR 2016-17:

A) COPPER: The strategy for financial year 2016-17 will be to have continued focus on copper business with addition of new products. Your Company plans to achieve a growth of 10% in volumes but the profitability depends largely on external factors such as overall economic scenario, stability in prices of copper and INR vis-a-vis Foreign Currency.

B) WIND POWER: The Company currently has an overall installed capacity of 9 MW comprising of 7 wind turbines in state of Karnataka and 6.4 MW comprising 5 wind turbines in Tamilnadu through its Subsidiary viz., Solar Dynamics Private Limited. The said project is giving steady income.

C) CASHFLOW MANAGEMENT: To mitigate the risks arising out of demerger and consequential loss of partial revenue, the company has the proper plans in place to maintain the profitability and cash generation.

(i) Divestment of investment: The Company has divested its investment in Surana Infocom Private Limited Rs.1000 lakhs of cash has been unlocked due to the divestment.

(ii) Part prepayment of ECB: The Company has prepaid ECB to the extent of Rs.925 lakhs out of the divestment proceeds. The prepayment shall reduce the finance cost resulting into improved profitability and it will also reduce the annual repayment obligation resulting into cash flow comfort.

(iii) Reduction in Directors'' Remuneration: In view of low profitability of the company, Shri Devendra Surana, Managing Director has voluntarily reduced his remuneration from Rs.108 lakhs to Rs.60 lakhs per annum w.e.f. 01.11.2015 and Shri Narender Surana, Managing Director who was drawing a remuneration of Rs. 108 Lakhs per annum has ceased to draw remuneration from the Company w.e.f. 24.05.2016. Net savings to the company shall be Rs.156 Lakhs.

(iv) Non declaration of Dividend: In addition to the above measures, the Board of Directors have not recommended any dividend for the financial year 2015-16 to retain the maximum possible cash in the system. The Company is constrained to skip the dividend in view of the impeding cash out flow on account of ECB repayment obligations.

SUBSIDIARIES/ ASSOCIATES:

Your company has the following Subsidiary and Associate companies as mentioned below. Further there has been no material change in the nature of business of the Subsidiaries and Associates:

Sl. No.	Name of the Company	Percentage (%)
Subsidiary Companies:
1.	Bhagyanagar Metals Limited	100.00
2.	Bhagyanagar Properties Private Limited	100.00
3.	Scientia Infocom India Private Limited	76.00
4.	Metropolitan Ventures India Limited	100.00
5.	Solar Dynamics Private Limited	72.37
Associate Companies:
1	Globecom infra Ventures India Private Limited	50.00
2	GMS Realtors Private Limited	50.00
3	Bhagyanagar Entertainment & Infra Development Company Private Limited	47.00
4	Bhagyanagar Infrastructure Limited	21.70
5	Surana Solar Limited	23.53
6	Bhagyanagar Cables Private Limited	26.00

However, the following subsidiaries shall no longer be subsidiaries w.e.f. 01.04.2016 which is the appointed date for the scheme of arrangement:

i. Bhagyanagar Properties Pvt Ltd (BPPL)

ii. Scientia Infocom Pvt Ltd

iii. Metropolitan Ventures Pvt Ltd

CONSOLIDATED FINANCIAL STATEMENTS:

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.bhagyanagarindia.com and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

SHARECAPITAL:

The paid-up Share Capital of the Company as on 31^st March, 2016 is Rs.12,79,80,000 divided into 6,39,90,000 equity shares of Rs.2/- each.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses viz., Copper Products, internal controls and their adequacy, risk management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms part of the Annual Report as Annexure-

II. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors''

Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) That the preparation of the annual accounts for the financial year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31^st March, 2016 and of the profit and loss of the company for that period;

(d) That the directors have prepared the annual accounts for the financial year 31^st March, 2016 on a going concern basis; and

(e) That the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The details of Nomination and Remuneration Committee and Policy are stated in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS

The details of Loans, Guarantees Securities and Investments made during the financial year ended 31^st March, 2016 are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.bhagyanagarindia.com.

EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return as per the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 in Form MGT-9 are enclosed as Annexure - IV to this Report.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management policy/plan for the Company and ensuring its effectiveness. The Risk Management Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not covered under the criteria mentioned in the provisions of Companies Act, 2013. The Company, however over the years, is pursuing as part of its Corporate Social Responsibility for welfare and aspirations of the Community. The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the Foundation for its ethical and value-based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment. The G.M. Surana Foundation is established purely for the purpose of providing medical relief to the people who are in below poverty line. It is being run by qualified and registered doctors.

BOARD EVALUATION

The Board of Directors has expressed their satisfaction with the valuation process.

DIRECTORS:

Shri N.Krupakar Reddy, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting are being annexed to the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, Shri Narender Surana and Shri Devendra Surana, Managing Directors and Shri Narender Munoth and Shri N. Krupkar Reddy, Whole-time Directors, Shri. Surendra Bhutoria, Chief Financial Officer and Shri. Rohit Jain, Company Secretary were formalized as the Key Managerial Personnel of the Company.

MEETINGS

During the financial year under review, 6(Six) Board Meetings and 6 (Six) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015.

DEPOSITS:

The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

STATUTORY AUDITORS

The shareholders of the Company at the 29^th Annual General Meeting held on 22^nd September, 2014 approved the appointment of M/s. Sekhar & Co, Chartered Accountants (Registration No. 003695S) as Statutory Auditors of the Company to hold office till the conclusion of 32^nd Annual General Meeting subject to ratification of shareholders at every Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

M/s. Sekhar & Co, Chartered Accountants (Registration No. 003695S) have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, a resolution seeking Members'' ratification on appointment of M/s. Sekhar & Co, Chartered Accountants, as the Statutory Auditors of the Company for the financial year ending 31st March, 2017 is included at Item No. 3 of the Notice convening the Annual General Meeting.

AUDITORS''REPORT

There are no qualifications, reservations or adverse remarks made by M/s. Sekhar & Co, Chartered Accountants, Statutory Auditors in their report for the Financial Year ended 31^st March, 2016.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

INTERNAL AUDITORS

The Board of Directors of the Company had appointed M/s Luharuka & Associates, Chartered Accountants as Internal Auditors to conduct Internal Audit of the Company for the Financial Year ended 31^st March, 2016.

COST AUDITORS

The Board of Directors, subject to the approval of the Central Government, re-appointed M/s BVR & Associates, Cost Accountants, holding certificate of practice No.16851, as a Cost Auditor for conducting the Cost Audit for the financial year 2016-17. Subject to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 issued by the MCA, the Audit Committee recommended their re-appointment. The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed pursuant to the section 141 of Companies Act, 2013.

CORPORATE GOVERNANCE:

A separate report on corporate governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliances forms an integral part of this Report.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Rakhi Agarwal, Company Secretary in Practice as Secretarial Auditors to conduct Secretarial audit of the company for the financial year ended March 31, 2016.

The Secretarial Audit Report issued by Ms. Rakhi Agarwal, Company Secretary in Practice in Form MR-3 is enclosed as Annexure - V to this Annual Report.

The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks.

PARTICULARS OF EMPLOYEES

PARTICULARS OF REMUNERATION

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Name of the Director	Ratio to Median Remuneration
Shri Narender Surana, MD	61.20
Shri Devendra Surana, MD	49.89
Shri Narender Munoth, WTD	20.41
Shri N. Krupakar Reddy, WTD	2.59

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name of Person	% increase in remuneration
Shri Narender Surana, MD	0
Shri Devendra Surana, MD	-18.52
Shri Narender Munoth, WTD	0.00
Shri N.Krupakar Reddy, WTD	8.57
Shri Surendra Bhutoria, CFO	11.83
Shri Rohit Jain, CS*	NA

*has been appointed as Company Secretary w.e.f 10.02.2016

(iii) The percentage increase in the median remuneration of employees in the financial year - 7.41%

(iv) The number of permanent employees on the rolls of company - 125.

The average increase in salaries of employees other than managerial personnel in 2015-16 was 2.67%. Percentage increase in the managerial remuneration for the year was 4.08%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company - Yes.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

CHANGE IN NATURE OF BUSINESS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31^st March, 2016 to which the financial statements relates and the date of signing of this report.

HUMAN RESOURCES:

The industrial relations of the Company continued to be harmonious during the year under review.

ISO 9001-2008 CERTIFICATION:

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

POLICY ON SEXUAL HARRASSEMENT

During the financial year ended 31^st March, 2016, the Company has not received any Complaints pertaining to Sexual Harassment.

APPRECIATION:

CAUTIONARY STATEMENT

ACKNOWLEDGEMENTS:

For and on behalf of the Board of Directors

NARENDER SURANA DEVENDRA SURANA

MANAGING DIRECTOR MANAGING DIRECTOR

Place: Secunderabad

Date: 10.08.2016

Mar 31, 2015

The Directors have pleasure in presenting the 30th Annual Report of your Company and the Audited financial statements for the financial year ended 31st March 2015 together with Auditors' Report thereon.

FINANCIAL RESULTS:

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

(Amount in Rs,)

Standalone Results

Particulars 2015 2014

Sales and other Income 2,613,462,675 2,338,644,223

Profit before Depreciation and Interest 156,883,374 175,597,029

LESS :

Depreciation 49,656,585 68,027,104

Interest 83,275,219 77,562,598

Profit for the year 23,951,570 30,007,327

Prior period Adjustments

Profit before Taxation 23,951,570 30,007,327

Provision for Taxation : Current Tax 3,276,970 4,165,188

Deferred Tax 171,757 (1,654,313)

MAT Entitlement Credit -- 1,150,052

Income Tax in respect of earlier years --

Profit after Tax 20,502,843 26,346,400

Less: Minority Interest

Less: Change in Interest of Associate Companies

Surplus brought forward from previous 753,996,847 770,109,947 year

Balance available for appropriation 774,499,690 796,456,347

APPROPRIATION:

Dividend 19,197,000 19,197,000

Tax on Dividend 3,838,400 3,262,500

Transfer to General Reserves 20,000,000 20,000,000

Balance c/f to Balance Sheet 731,464,290 753,996,847

TOTAL 774,499,690 796,456,347

Consolidated Results

2015 2014 Particulars

Sales and other income 2,756,006,154 2,409,847,538

Brofit before Depreciation 163,991,689 184,952,841 and interest

LESS

Depreciation 62,240,975 74,753,622

Interest 83,609,238 77,766,134

Profit for the year 18,141,532 32,433,085

Prior before Adjustments -- --

Profit before Taxation 15,141,532 32,433,085

Profit before Taxation: 3,276,970 4,165,188 Current Tax

Deferred Tax (6,934,369)

MAT Entitlement Credit

Income Tax in respect of earlier years -- --

Profit after Tax 21,798,931 31,747,246

Less: Minority Interest (384,221) (652,721)

Less: Change in Interest of Associate year 13,026,626 135,549

Surplus brought forward 751,608,986 762,838,412 from previous year

Balance available for appropriation 786,050,322 794,068,486

APPROPRIATION:

Dividend 19,197,000 19,197,000

Tax on Dividend 3,838,400 3,262,500

Transfer to General Reserve 20,000,000 20,000,000

Balance c/f to Balance 743,014,922 751,608,986 Sheet

TOTAL 786,050,322 794,068,486

PERFORMANCE:

In the year 2014-15, the Company focused on its core business Copper, its allied products and Solar & Wind Power Generation. The Copper, its allied products segment turnover grew by 11.75% compared to previous year. The operation of 5 MW solar power project at Munipally Village, Medak District, Telangana State has been stabilized during the year and the Company has made a revenue of Rs, 35,527,153/-.

The income from operations is Rs, 2,517,467,311 as against Rs, 2,257,636,472 for the corresponding previous year. The profit before tax stood at Rs, 23,951,570 as against Rs, 30,007,327 for the previous year. The profit after tax stood at Rs, 20,502,843 as against Rs, 26,346,400 for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2015 is Rs, 0.32 as against Rs, 0.41 for the corresponding previous year ended 31.03.2014.

SUBSIDIARIES/ ASSOCIATES:

Your company has the following Subsidiary and Associate companies as mentioned below. Further there has been no material change in the nature of business of the Subsidiaries and Associates:

Sl. Name of the Company Percent- No. age (%)

Subsidiary Companies:

1. Bhagyanagar Metals Limited 100.00

2. Bhagyanagar Properties Private Limited 100.00

3. Scientia Infocom India Private Limited 76.00

4. Metropolitan Ventures India Limited 100.00

5. Solar Dynamics Private Limited 72.00

Associate Companies:

1 Globecom infra Ventures India Private 50.00 Limited

2 GMS Realtors Private Limited 50.00

3 Bhagyanagar Entertainment & Infra 47.00 Development Company Private Limited

4 Bhagyanagar Infrastructure Limited 43.40

5 Surana Solar Limited 23.53

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries and Associates is set out in the prescribed Form AOC-1, which forms part of the annual report. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 and Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 and AS-27 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statements are provided in the Annual Report.

DIVIDEND:

Your Directors are pleased to recommend for approval of the members a dividend @15% (Rs, 0.30 per equity share of face value of Rs, 2/- each) for the financial year 2014-15. The total cash outflow on account of dividend on equity shares for the financial year 2014-15 would aggregate Rs, 2,30,35,400 (inclusive of tax thereon).

RESERVES:

During the year the Company has transferred an amount of Rs, 20,000,000 to General Reserves.

FIXED DEPOSITS:

The Company has not accepted or invited any Deposits and consequently no deposit has matured / become due for re- payment as on 31st March 2015.

OPERATIONS:

Copper: The strategy for financial year 2015-16 will be to have continued focus on copper business with addition of new products. Your Company plans to achieve a growth of 10% in this segment with emphasis on value added products.

Real Estate & Infra: The Land situated at Gachibowli which is held through subsidiaries, the applicability of G.O.111 is still under review by Humble High Court of A.P. Further action on the property will be considered only after decision in this matter is taken by the Humble High Court/State Govt. In respect of Up pal land, the Company is looking for joint development.

Wind Power: The Company currently has an overall installed capacity of 9 MW comprising of 7 wind turbines in state of Karnataka and 6.4 MW comprising 5 wind turbines in Tamil nadu through its Subsidiary viz., Solar Dynamics Private Limited. The said project is giving steady income.

Solar Power: The Company successfully set up 5MW Solar Power project at Munipally, Medak District, Telangana State. Further, the Company has obtained all the approvals for accreditation of REC and sale of REC in the exchanges. The Company is generating steady revenue from the project.

DIRECTORS:

In terms of the provisions of Section 149 of Companies Act, 2013 and clause 49 of the Listing Agreement, Smt. Madhumathi Suresh has been appointed as Additional Director of the Company in the category of Independent Woman Director w.e.f 23.03.2015 based on the recommendation of Nomination and Remuneration Committee.

Pursuant to Section 161(1) of the Act, Smt. Madhumathi Suresh holds office up to the date of forthcoming Annual General Meeting of the Company and is eligible for appointment as Director. The Board recommends their appointment and accordingly resolution seeking approval of the members for their appointments has been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.

Shri Narender Munoth, Whole-time Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting are being annexed to the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, the appointment of Shri Narender Surana and Shri Devendra Surana, Managing Directors and Shri Narender Munoth and Shri N. Krupkar Reddy, Whole-time Directors, Shri. Surendra Bhutoria, Chief Financial Officer were formalized as the Key Managerial Personnel of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out performance evaluation taking into consideration of various aspects of the Board's functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year 5 (five) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential confl ict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

The particulars of contracts and arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as "Annexure-III" to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Sekhar & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 29th Annual General Meeting of the Company held on 22nd September, 2014 till the conclusion of the 32nd Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every AGM.

Cost Auditors

The Board of Directors, subject to the approval of the Central Government, re-appointed M/s BVR & Associates, Cost Accountants, holding certificate of practice No.16851, as a Cost Auditor for conducting the Cost Audit for the financial year 2015-16. Subject to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 issued by the MCA, the Audit Committee recommended their re-appointment. The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed pursuant to the section 141 of Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Rakhi Agarwal & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Report of the Secretarial Audit Report is annexed herewith as "Annexure-V".

Internal Auditors

M/s Luharuka & Associates, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.

ISO 9001-2008 CERTIFICATION:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not covered under the criteria mentioned in the provisions of Companies Act, 2013. The Company, however over the years, is pursuing as part of its Corporate Social Responsibility for welfare and aspirations of the Community. The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the Foundation for its ethical and value-based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment. The G.M. Surana Foundation is established purely for the purpose of providing medical relief to the people who are in below poverty line. It is being run by qualified and registered doctors. As part of the Corporate Social Responsibility (CSR) activity, the Company has contributed Rs, 3 Lakhs during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is presented in a separate section forms part of the Annual Report as AnnexureÂII.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on corporate governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliances forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-IV".

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management policy/plan for the Company and ensuring its effectiveness. The Risk Management Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy.

HUMAN RESOURCES:

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmers which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or Loss of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the financial year ended 31st March 2015 on a 'going concern' basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) That devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the "AnnexureÂI" forming part of this Report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the Company received no complaints on sexual harassment.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as follows:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Ratio to Median Name of the Director Remuneration

Shri Narender Surana, MD 60

Shri Devendra Surana, MD 60

Shri Narender Munoth, WTD 20

Shri N. Krupakar Reddy, WTD 2.33

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

% increase in Name of Person remuneration

Shri Narender Surana, MD 125.00

Shri Devendra Surana, MD 125.00

Shri Narender Munoth, WTD 0.00

Shri N.Krupakar Reddy, WTD 9.38

Shri Surendra Bhutoria, CFO 13.42

(iii) The percentage increase in the median remuneration of employees in the financial year Â 11.13%

(iv) The number of permanent employees on the rolls of company Â 123.

(v) The explanation on the relationship between average increase in remuneration and company performance;

On an average, employees received an increase of 14.05%. The increase in remuneration is in line with the market trends.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Particulars Rs,/ Lac

Remuneration of Key Managerial Personnel (KMP) during financial year 2014-15 (aggregated) 266.34

Total Revenue 26134.63

Remuneration (as % of Total Revenue) 1.02%

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year;

Particulars Unit As at 31.03.2015 As at 31.03.2014

Closing rate of share at BSE Rs, 16.75 14.20

EPS (Consolidated) Rs, 0.32 0.41

Market Capitalization Rs,/Lac 10718.33 9086.58

Price Earnings ratio Ratio 52.34 34.63

(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average increase in salaries of employees other than managerial personnel in 2014-15 was 12.29%. Percentage increase in the managerial remuneration for the year was 83.96%.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

Total Revenue Remuneration as % of Name of Person Remuneration (Rs,/Lac) Total Revenue (Rs,/ Lac)

Shri Narender Surana, MD 108.00 26134.63 0.41

Shri Devendra Surana, MD 108.00 26134.63 0.41

Shri Narender Munoth, WTD 36.00 26134.63 0.14

Shri N.Krupakar Reddy, WTD 4.20 26134.63 0.02

Shri Surendra Bhutoria, CFO 10.14 26134.63 0.04

(x) The key parameters for any variable component of remuneration availed by the directors - No.

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Nil.

(xii) Affirmation that the remuneration is as per the remuneration policy of the company - Yes.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company's endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad NARENDER SURANA DEVENDRA SURANA

Date : 06.08.2015 MANAGING DIRECTOR MANAGING DIRECTOR

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Balance Sheet as at 31st March 2014 and Profit and Loss A/c for the year ended 31st March, 2014.

FINANCIAL RESULTS:

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

(Rs. in lakhs)

Consolidated Results

Particulars 2014 2013 Sales and other Income 2,514,415,730 2,143,146,867

Profit before Depreciation and Interest 184,952,841 175,625,940

DEDUCT:

Depreciation 74,753,622 67,536,409

Interest 77,766,134 70,434,092

Profit for the year 32,433,085 37,655,439

Prior period Adjustments - -

Profit before Taxation 32,433,085 37,655,439

Provision for Taxation: Current Tax 4,165,188 27,000,000

Deferred Tax (4,629,401) (2,866,000)

MAT Entitlement Credit 115,0052 -

Income Tax in respect of earlier years - (19,672,226)

Profit after Tax 31,747,246 33,193,665

Less: Minority Interest (652,721) 1,962,999 Less: Change in Reserves on divestment in subsidiary/Associate (2,806) (514,937)

Less: Share in net assets of associate cos. - -

Surplus brought forward from previous year 762,838,412 808,150,709

Balance available for appropriation 793,930,131 842,784,412

APPROPRIATION:

Dividend 19,197,000 25,596,000

Tax on Dividend 3,262,500 4,350,000

Transfer to General Reserves 20,000,000 50,000,000

Balance c/f to Balance Sheet 751,470,631 762,838,412

TOTAL 793,930,131 842,784,412

(Rs. in lakhs)

Standalone Results

Particulars 2014 2013 Sales and other Income 2,443,212,415 2,148,954,728

Profit before Depreciation and Interest 175,597,029 180,986,556

DEDUCT:

Depreciation 68,027,104 64,833,404

Interest 77,562,598 70,429,615

Profit for the year 30,007,327 45,723,537

Prior period Adjustments - -

Profit before Taxation 30,007,327 45,723,537

Provision for Taxation: Current Tax 4,165,188 27,000,000

Deferred Tax (1,654,313) (2,866,000)

MAT Entitlement Credit 1,150,052 -

Income Tax in respect of earlier years - (19,672,226)

Profit after Tax 26,346,400 41,261,763

Less: Minority Interest - - Less: Change in Reserves on divestment in subsidiary/Associate - -

Less: Share in net assets of associate cos. - -

Surplus brought forward from previous year 770,109,947 808,794,185

Balance available for appropriation 796,456,347 850,055,948

APPROPRIATION:

Dividend 19,197,000 25,596,000

Tax on Dividend 3,262,500 4,350,000

Transfer to General Reserves 20,000,000 50,000,000

Balance c/f to Balance Sheet 753,996,847 770,109,947

TOTAL 796,456,347 850,055,948

PERFORMANCE:

In the year 2013-14, the Company focused on its core business Copper, its allied products and Solar & Wind Power Generation. The Copper, its allied products segment turnover grew by 14.83% compared to previous year.

During the year the Company transferred one Suzlon Make 1.50 MW Wind turbine situated at Kasthuirengapuram village, Radhapuram Taluk, Tirunelveli Dist., Tamilnadu to its Subsidiary of 72% M/s. Solar Dynamics Private Limited. The decision was taken primarily to realize better revenue from the third parties under group captive power selling arrangement and low payments from Tamilnadu Electricity Board. The Book profit of Rs. 40,822/- has occurred due their transaction.

The income from operations is Rs. 2,362,204,664 as against Rs. 2,067,607,964 for the corresponding previous year. The profit before tax stood at Rs. 30,007,327 as against Rs. 45,723,537 for the previous year. The profit after tax stood at Rs. 26,346,400 as against Rs. 41,261,763 for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2014 is Rs. 0.41 as against Rs. 0.64 for the corresponding previous year ended 31.03.2013.

SUBSIDIARIES

The company has 5 subsidiary companies as mentioned below:

S.No. Name of the Subsidiary %

1. Bhagyanagar Metals Limited 100%

2. Bhagyanagar Properties Private Limited 100%

3. Scientia Infocom India Private Limited 76%

4. Metropolitan Ventures India Limited 100%

5. Solar Dynamics Private Limited 72%

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 12.05.2013 approved the Audited Consolidated Financial Statements for the financial year 2013-14 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report. The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information are available on the website of the Company and shall also be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Companies for the financial year 2013-14. A statement of summarized financials of all subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

DIVIDEND:

Your Directors recommended a Dividend @ 15% amounting to Rs. 19,197,000 for the year ended 31st March 2014. This will entail an outflow of Rs. 22,459,500 (inclusive of tax thereon).

RESERVES:

During the year the Company has transferred an amount of Rs.20,000,000 to General Reserves.

FIXED DEPOSITS:

The Company had not accepted or invited any Deposits and consequently no deposit has matured / become due for re-payment as on 31st March 2014.

OPERATIONS:

Copper: The strategy for financial year 2014-15 will be to have continued focus on copper business with addition of new products. Your Company plans to achieve a growth of 10% in this segment with emphasis on value added products.

Real Estate & Infra: As stated in the previous Financial Year, the Company proposes to exit from real estate ventures wherever possible. In respect of Land situated at Gachibowli which is held through subsidiaries, the applicability of G.O.111 is still under review by Hon''ble High Court of A.P. Further action on the property will be considered only after decision in this matter is taken by the Hon''ble High Court/ State Govt.

In respect of Uppal land, the company is looking for interested parties to either develop/ outright sale.

Wind Power: The Company currently has an overall installed capacity of 9 MW comprising of 7 wind turbines in state of Karnataka.

Solar Power: The Company successfully set up 5MW Solar Power project at Munipally, Medak District, Andhra Pradesh. After obtaining all the required approvals, the Company has entered into Power Purchase Agreement (PPA) with Tata Communications Limited, Mumbai for supply of Power. The project is also entitled for benefits of REC schemes.

DIRECTORS:

In accordance to the provision of Companies Act, 2013 and Articles of Association of the Company, Shri G M Surana, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re- appointment.

With the enactment of the Companies Act, 2013 it is now incumbent upon every listed Company to appoint ''Independent Directors'' as defined in section 149 of the Act, which has been notified w.e.f 01.04.2014, who are not liable to retire by rotation and shall hold office for term of 5 consecutive years. Accordingly it is proposed to appoint Shri O Swaminatha Reddy, Shri R Surrender Reddy, Shri Kamlesh Gandhi, Shri. D Venakatasubbiah and Shri Dr. R N Sreenath whose office shall not be liable to retire by rotation at the ensuing Annual General Meeting of the Company The brief particulars of the Directors seeking appointment/re-appointment at this Annual General Meeting is being annexed to the Corporate Governance Report.

AUDITORS:

M/s. Sekhar & Co, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Co that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the Section 139, 142 and other applicable provision of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014.

COST AUDITORS:

As per the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Report along with Cost Compliance Report for the financial year 2013-14 in XBRL format.

The Board of Directors, subject to the approval of the Central Government, re-appointed M/s BVR & Associates, Cost Accountants, holding certificate of practice No.16851, as a Cost Auditor for conducting the Cost Audit for the financial year 2014-15. Subject to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 issued by the MCA, the Audit Committee recommended their re-appointment.

The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed pursuant to the section 141 of Companies Act, 2013.

ISO 9001-2000 CERTIFICATION:

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the foundation for its ethical and value-based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment. The G.M. Surana Charitable Clinic is situated at H. No. 576, Bollaram, Hyderabad - 502 325. It has been running a charitable clinic for the last 15 years. It is established purely for the purpose of providing medical relief to the people who are in below poverty line. It is being run by qualified and registered doctors. Daily 20 to 30 patients on an average are being treated at the clinic. As part of the Corporate Social Responsibility (CSR) activity, the Company has contributed Rs. 1 Lakh during 2013-14.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or Loss account of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the Financial Year ended 31st March 2014 on a ''going concern'' basis.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs. 60,00,000 per annum or Rs.5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company''s endeavor to build and nurture strong links with trade based on mutuality, respect and co- operation with each other.

For and on behalf of the Board of Directors

Place: Secunderabad G. MANGILAL SURANA Date : 08.08.2014 CHAIRMAN

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 28th Annual Report of your Company together with the Audited Balance Sheet as at 31st March 2013 and Profit and Loss A/c for the year ended 31st March, 2013.

FINANCIAL RESULTS:

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

(Rs. in lakhs) Consolidated Results Standalone Results Particulars 2013 2012 2013 2012

Sales and other Income 21,431.47 21,410.14 21,489.55 21,410.14

Profit before Depreciation and Interest 1,865.03 3,770.73 1,918.64 3,779.04

DEDUCT :

Depreciation 784.13 602.27 757.10 602.27

Interest 704.34 3,069.77 704.30 3,069.75

Profit for the year 376.55 98.69 457.24 107.01

Prior period Adjustments

Profit before Taxation 376.55 98.69 457.24 107.01

Provision for Taxation : Current Tax 270.00 1.41 270.00 1.41

Deferred Tax (28.66) 51.75 (28.66) 51.75

MAT Entitlement Credit (1.40) (1.40)

Income Tax in respect of earlier years (196.72) (196.72)

Profit after Tax 331.94 46.93 412.62 55.25

Less: Minority Interest 19.63 1.48

Less: Change in Reserves on divestment in subsidiary / Associate (5.15) (0.03)

Less: Share in net assets of associate cos.

Surplus brought forward from previous year 8,081.51 8,830.62 8,087.94 8,830.18

Balance available for appropriation 8,427.84 8,878.99 8,500.56 8,885.43

APPROPRIATION:

Dividend 255.96 255.96 255.96 255.96

Tax on Dividend 43.50 41.52 43.50 41.52

Transfer to General Reserves 500.00 500.00 500.00 500.00

Balance c/f to Balance Sheet 7,628.38 8,081.51 7,701.10 8,087.94

TOTAL 8,427.84 8,878.99 8,500.56 8,885.43

OPERATIONS:

In the year 2012-13, the Company focused on its core business Copper, its allied products and Wind Power Generation. The turnover in both the segments grew by 2.71% and 1.15% respectively compared to previous year.

During the year the Company transferred one of its Wind Mill situated at Thekkampatti Village, Andipatti

Taluk, Theni District, Tamilnadu to its Subsidiary of 74% M/s. Solar Dynamics Private Limited. The decision was taken primarily to realize better revenue from the third parties under group captive power selling arrangement and low payments from Tamilnadu Electricity Board. The Book loss of Rs. 1.90 crores reflected in Note No. 2.25(a) has occurred due their transaction

The income from operations is Rs. 20,676.08 Lakhs as against Rs. 19,796.80 Lakhs for the corresponding previous year. The profit before tax stood at Rs. 457.24 Lakhs as against Rs. 107.01 Lakhs for the previous year. The profit after tax stood at Rs. 412.62 Lakhs as against Rs. 55.25 Lakhs for the corresponding period. The Basic Earnings Per Share for the year- ended 31.03.2013 is Rs. 0.64 as against Rs. 0.08 for the corresponding previous year ended 31.03.2012.

SUBSIDIARIES:

The company has 5 subsidiary companies as mentioned below:

S.No. Name of the Subsidiary %

1. Bhagyanagar Metals Limited 100%

2. Bhagyanagar Properties

Private Limited 100%

3. Scientia Infocom India

Private Limited 76%

4. *Metropolitan Ventures

India Limited 100%

5. Solar Dynamics Private Limited 74% *became Wholly Owned Subsidiary w.e.f 06.05.2013

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 06.05.2013 approved the Audited Consolidated Financial Statements for the financial year 2012-13 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report. The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information are available on the website of the

Company and shall also be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Companies for the financial year 2012-13. A statement of summarized financials of all subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

DIVIDEND:

Your Directors recommended a Dividend @ 20% amounting to Rs. 255.96 Lakhs for the year ended 31st March 2013. This will entail an outflow of Rs. 299.46 Lakhs (inclusive of tax thereon).

RESERVES:

During the year the Company has transferred an amount of Rs. 500 lakhs to General Reserves.

FIXED DEPOSITS:

The Company had not accepted or invited any Deposits and consequently no deposit has matured /become due for re-payment as on 31st March 2013

FUTURE PROJECT INITIATIVES:

Copper: The strategy for financial year 2013-14 will be to have continued focus on copper business with addition of new products. Your Company plans to achieve a growth of 5% in this segment with emphasis on value added products. The following new product is proposed to be added in this segment

- Copper Foils for Cable Wrap: The product is under development for commercial production, we expect a turnover of Rs. 20 Crores from this product.

- The Company proposes to commence the commercial production of Solar Water Heaters in the current Financial Year.

Real Estate & Infra: As stated in the previous Financial Year, the Company proposes to exit from real estate ventures wherever possible. In respect of Land situated at Gachibowli which is held through subsidiaries, the applicability of G.O.111 is still under review by Hon''ble High Court of A.P. Further action on the property will be considered only after decision in this matter is taken by the Hon''ble High Court/ State Govt.

In respect of Uppal land, the company is looking for interested parties to either develop/outright sale.

Wind Power: The Company currently has an overall installed capacity of 10.50 MW comprising 8 wind turbines in state of Karnataka and Tamilnadu.

Solar Power: The Company is setting up 5MW Solar Power project at Munipally, Medak District, Andhra Pradesh. The Project Cost is estimated at 30 Crores appx., which is funded by Term Loan and Internal accruals. The project is at advanced stage of implementation and is likely to be commissioned before first half of 2013. The project is also entitled for benefits of REC schemes.

DIRECTORS:

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri G M Surana, Shri O Swaminatha Reddy, Shri R Surender Reddy, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Corporate Governance Report.

AUDITORS:

M/s. Sekhar & Co, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Co., that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

COST AUDITORS:

As per the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Report along with Cost Compliance Report for the financial year 2011-12 in XBRL format.

The Board of Directors, subject to the approval of the Central Government, re-appointed M/s BVR & Associates, Cost Accountants, holding certificate of practice No.16851, as a Cost Auditor for conducting the Cost Audit for the financial year 2013-14. Subject to the compliance with all the requirements as stipulated in Circular no.15/2011 dated 11th April 2011 and No. 36/2012 dated 6th November 2012 issued by the MCA, the Audit Committee recommended their re-appointment.

The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

ISO 9001-2000 CERTIFICATION:

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the foundation for its ethical and value-based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment. The G.M Surana Charitable Clinic is situated at H. No. 576, Bollaram, Hyderabad - 502 325. It has been running a charitable clinic for the last 15 years. It is established purely for the purpose of providing medical relief to the people who are in below poverty line. It is being run by qualified and registered doctors. Daily 20 to 30 patients on an average are being treated at the clinic. As part of the Corporate Social Responsibility (CSR) activity, the Company has contributed Rs. 4 Lakhs during 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or Loss account of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the Financial Year ended 31st March 2013 on a ''going concern'' basis.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs. 60,00,000 per annum or Rs. 5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company''s endeavor to build and nurture strong links with trade based on mutuality, respect and co- operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad G. MANGILAL SURANA

Date : 03.08.2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report of your Company together with the Audited Balance Sheet as at 31st March 2012 and Profit and Loss A/c for the year ended 31st March, 2012.

FINANCIAL RESULTS:

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

(Rs in lakhs)

Consolidated Results Standalone Results

Particulars 2012 2011 2012 2011

Sales and other Income 21,410.38 19,234.68 21,410.38 19,234.67

Profit before Depreciation and Interest 3770.7 2,124.64 3779.00 2,127.38

DEDUCT :

Depreciation 602.27 578.21 602.27 578.21

Interest 3069.7 200.17 3069.7 200.17

Profit for the year 98.70 1,356.96 107.01 1,354.12

Prior period Adjustments - 5.58 - 5.58

Profit before Taxation 98.70 1,356.96 107.01 1,359.70

Provision for Taxation : Current Tax 1.41 265.00 1.41 265.00

Deferred Tax 51.75 75.72 51.75 75.71

Income Tax in respect of earlier years 0.00 0.00 (1.40) 0.00

Profit after Tax 46.93 1,016.24 55.24 1,018.99

Less: Minority Interest (1.47) (0.16) - -

Less: Change in Reserves on divestment in subsidiary / Associate (0.03) (50.60) - -

Less: Share in net assets of associate cos. - - - -

Surplus brought forward from previous year 8,830.6 8,582.67 8,830.17 8,630.23

Balance available for appropriation 8,878.99 9,649.67 8,885.42 9,649.22

APPROPRIATION:

Dividend 255.96 273.60 255.96 273.60

Tax on Dividend 41.52 45.44 41.52 45.44

Transfer to General Reserves 500.00 500.00 500.00 500.00

Balance c/f to Balance Sheet 8,081.50 8,830.63 8,087.94 8,830.18

TOTAL 8,878.98 9,649.67 8,885.42 9,649.22

OPERATIONS:

In the year 2011-12, the Company focused on its core business Copper, its allied products and Wind Power Generation. The turnover in both the segments grew by 2.71% and 1.15% respectively compared to previous year.

The income from operations is Rs. 19799.28 lakhs as against Rs. 18602.70 lakhs for the corresponding

previous year. The profit before tax stood at Rs. 98.70 lakhs as against Rs. 1,356.96 lakhs for the previous year. The profit after tax stood at Rs. 46.93 lakhs as against Rs. 1016.24 lakhs for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2012 is Rs. 0.08 as against Rs. 1.49 for the corresponding previous year ended 31.03.2011.

The net profit was down from Rs. 1016.24 lakhs to Rs. 46.93 lakhs, mainly on account of YTM on FCCB including for earlier years due to which the interest expenditure increased to Rs. 3069 lakhs from Rs. 200 lakhs in the previous year.

SUBSIDIARIES

Your Company has invested to the extent of 74% in the equity shares of M/s. Solar Dynamics Private Limited on 4th June,2012 and by virtue of the same it has become the subsidiary of your Company. Currently your Company has the following subsidiaries:

- M/s Bhagyanagar Metals Limited

- M/s Bhagyanagar Properties Private Limited

- M/s Scientia Infocom India Private Limited

- M/s Metropolitan Ventures India Limited

- M/s. Solar Dynamics Private Limited

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 30.04.2012 approved the Audited Consolidated Financial Statements for the financial year 2011-12 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report.

The annual accounts and financial statements of the subsidiary Companies of your Company and related detailed information are available on the website of the Company and shall also be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Companies for the financial year 2011-12. A statement of summarized financials of all subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

DIVIDEND:

Your Directors recommended a Dividend @ 20% amounting to Rs. 255.96 lakhs for the year ended 31st March 2012. This will entail an outflow of Rs. 297.48 lakhs (inclusive of tax thereon).

RESERVES:

During the year the Company has transferred an amount of Rs. 500 lakhs to General Reserves.

FIXED DEPOSITS:

The Company had not accepted or invited any Deposits and consequently no deposit has matured / become due for re-payment as on 31st March 2012.

FUTURE PROJECT INITIATIVES:

Copper: The strategy for financial year 2012-13 will be to have continued focus on copper business with addition of new products. Your Company plans to achieve a growth of 5% in this segment with emphasis on value added products. The following new products are proposed to be added in this segment

- Copper Foils for Cable Wrap: The product is under development for commercial production, we expect a turnover of Rs. 20 Crores from this product.

- Solar Water Collectors: The Company proposes to commence the commercial production of Solar Water Collectors in the Current Financial year.

Real Estate & Infra: As stated in the previous Financial Year, the Company proposes to exit from real estate wherever possible. In respect of Land situated at Gachibowli which is held through subsidiaries, the applicability of G.O.111 is still under review by Hon'ble High Court of A.P. Further action on the property will be considered only after decision in this matter is taken by the Hon'ble High Court/ State Govt.

In respect of Uppal land, the Company is looking for interested parties to either develop/ outright sale.

Wind Power: The Company currently has an overall installed capacity of 12.15 MW comprising 9 wind turbines. During the current year, the Company gained Voluntary Emission Reductions (VER's) through Voluntary Carbon Standards that generated additional revenue by sale to appropriate buyers.

BUYBACK OF EQUITY SHARES:

The Company has bought back 44,10,000 equity shares of Rs. 2/- each and the total amount invested for the buyback was Rs. 8,20,53,688/- (incl brokerage and taxes) resulting in an average price of Rs. 17.95/- per share. The Company closed the buyback offer on 9th March, 2012 and extinguished all the shares that were bought back.

REDEMPTION OF FCCB's:

During the year 2011-12, the outstanding nominal value of US $ 10.0 million of FCCBs were paid in full at a redemption value of USD 14,825,500 including YTM of 8% on the principle amount on its maturity date i.e. October 17, 2011 as per the terms and conditions of the offering circular dated October 10th 2006. In view of the above payment, the entire liability on account of FCCB's is discharged.

Due to the above redemption, the Company incurred an outflow of Rs. 75,41,04,217/-( Rupees Seventy Five Crores Forty One lakhs four thousand two hundred and seventeen) and debited Rs. 26,32,04,217/ - (Rupees twenty six crores thirty two lakhs four thousand two hundred and seventeen only) to P&L account towards interest and withholding tax.

CREDIT RATING:

CRISIL has upgraded the outlook on the long-term banking facilities of Bhagyanagar India Ltd (BIL) to 'Stable' from 'Negative', while reaffirming the rating at 'CRISIL BBB '; the rating on the short-term facilities have been reaffirmed at 'CRISIL A2'. The up gradation in outlook follows the repayment of the foreign currency convertible bonds (FCCBs) of USD 14.82 million by BIL in a timely manner; the company has funded the same through external commercial borrowings (ECB) of USD 13.42 million from ICICI Bank Ltd, and the rest through internal accruals. The following is the rating history of the Company:

Date Long-Term Fixed Short- Rating Deposit Term watch/ Outlook

21.10.2011 CRISIL BBB - CRISIL A2 Stable

01.06.2011 BBB - P2 Negative

31.08.2009 A - P1* Stable

DIRECTORS:

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri Kamlesh Gandhi, Shri D. Venkata Subbiah, Dr. R.N. Sreenath, Directors of the Company will retire by rotation at the ensuing Annual General meeting and being eligible, offers themselves for re-appointment.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Annual Report.

AUDITORS:

M/s. Sekhar & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Company that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

ISO 9001-2000 CERTIFICATION:

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or Loss account of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the Financial Year ended 31st March 2012 on a 'going concern' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC:

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs. 60,00,000 per annum or Rs. 5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company's endeavor to build and nurture strong links with trade based on mutuality, respect and co- operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad G. MANGILAL SURANA

Date : 28.07.2012. CHAIRMAN

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report of your Company together with the Audited Balance Sheet as at 31st March 2011 and Profit and Loss A/c for the year ended 31st March, 2011.

FINANCIAL RESULTS:

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

(Rs. in lakhs)

Consolidated Results Standalone Results

Particulars 2011 2010 2011 2010

Sales and other Income 19,234.68 18,461.24 19,234.67 18,461.23

Profit before Depreciation and Interest 2,124.64 2,154.98 2,127.38 2,160.92 DEDUCT :

Depreciation 573.09 510.02 573.09 510.02

Interest 200.17 192.61 200.17 192.60

Profit for the year 1,351.38 1,452.35 1,354.12 1,458.30

Prior period Adjustments 5.58 0.43 5.58 0.42

Profit before Taxation 1,356.96 1,452.78 1,359.70 1,458.72

Provision for Taxation :

Current Tax 265.00 250.00 265.00 250.00

Deferred Tax 75.72 (127.68) 75.71 (127.69)

Income Tax in respect of earlier years 0.00 0.49 0.00 1.90

Profit after Tax 1,016.24 1,329.97 1,018.99 1,334.51

Less: Minority Interest (0.16) 0.19 - -

Less: Change in Reserves on divestment in subsidiary / Associate (50.60) - - -

Less: Share in net assets of associate cos. - 11.88 - -

Surplus brought forward from previous year 8,582.67 8,083.81 8,630.23 8,114.76

Balance available for appropriation 9,649.67 9,401.71 9,649.22 9,449.27

APPROPRIATION:

Dividend 273.60 273.60 273.60 273.60

Tax on Dividend 45.44 45.44 45.44 45.44

Transfer to General Reserves 500.00 500.00 500.00 500.00

Balance c/f to Balance Sheet 8,830.63 8,582.67 8,830.18 8,630.23

TOTAL 9,649.67 9,401.71 9,649.22 9,449.27

OPERATIONS:

In the year 2010-11, the Company focused on its core business Copper, its allied products and Wind Power Generation. The turnover in both the segments grew by 11.41% and 16.78% respectively compared to previous year. In real estate business, the Company made exit from A.P. Housing Project at Visakhapatnam.

The income from operations is Rs. 18602.70 lakhs as against Rs.17453.01 lakhs for the corresponding previous year The profit before tax stood at Rs.1359.71 lakhs as against Rs. 1458.73 lakhs for the previous year. The profit after tax stood at Rs.1018.99 lakhs as against Rs.1334.51 lakhs for the corresponding period. The Basic Earnings Per Share for the year ended 31.03.2011 is 1.49 as against Rs. 1.82 for the corresponding previous year ended 31.03.2010.

SUBSIDIARIES

During the year 2010-11, the Company divested its stake in wholly owned subsidiary M/s Bhagyanagar Telecom Limited, whose name is changed to Bhagyanagar Green Energy Limited in December 2010, thereby ceasing it to be the Company's subsidiary. Therefore there are currently four subsidiaries as mentioned below:

M/s Bhagyanagar Metals Limited

M/s Bhagyanagar Properties Private Limited

M/s Scientia Infocom India Private Limited

M/s Metropolitan Ventures India Limited

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements incorporating the operations of the Company and its subsidiaries are attached herewith in this Annual Report. The Ministry of Corporate Affairs while exercising it power under section 212 (8) of the Companies Act, 1956 has exempted the Company from publishing the Annual Report of all its subsidiaries vide Letter No. 47/40/2011-CL-III dated 04.02.2011. Further the Ministry of Corporate Affairs, New Delhi, vide Circular No. 5/12/2007 CL-III dated 08.02.2011 granted general exemption under section 212(8) of the Companies Act, 1956 in relation to providing information on the Subsidiary Companies. Accordingly, the accounts of the Subsidiary Companies and the detailed related information will be made available to the investors of the Company and its subsidiaries on request and are also available for inspection at Registered Office of the Company.

DIVIDEND:

Your Directors recommended a Dividend @ 20% amounting to Rs. 273.60 lakhs for the year ended 31st March 2011. This will entail an outflow of Rs.319.04 lakhs (inclusive of tax thereon). Your Directors also inform that if any FCCB's are converted into equity shares upto the date of closure of the Register of Members of the Company, the resulting shares arising out of the said conversion of FCCBs would also be eligible for dividend, as recommended by the Board and approved by the members at the ensuing Annual General Meeting of the Company.

RESERVES:

During the year the Company has transferred an amount of Rs.500 lakhs to General Reserves.

FIXED DEPOSITS:

The Company had not accepted or invited any Deposits and consequently no deposit has matured /become due for re-payment as on 31st March 2011.

CLOSURE /DISPOSAL OF JFTC UNIT

During the year 2009-10, the approval of members by way of Postal Ballot was obtained on 29.09.2009 for the purpose of lease /sale/disposal of Company's undertaking situated at Plot No. 61, Pilerne Industrial Estate, Panajim, Goa - 403 001 pursuant to the provisions of Section 293(1)a and 192A of The Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001. Accordingly, during the year 2010-11, the Company closed its JFTC operations, disposed off the Plant & Machinery and leased out the land property.

FUTURE PROJECT INITIATIVES:

The strategy of the Company for financial year 2011- 12 is to have continued focus on copper business.

Copper Business: The Company aims to achieve growth of 10% in this segment with emphasis on value added products. The Company added following 2 new products during the year to its copper business

1) Commutator for Auto Sector: The Company obtained requisite approvals and commenced commercial production w.e.f 01.08.2010

2) Copper Coated Aluminum Wires: This product is used in Electrical Industry. In view of increased difference in the prices of copper and aluminum, the industry started exploring the possibilities of replacement of copper with aluminum wherever possible. Keeping in view the industry trend, the Company also started trial production of Copper coated aluminum wires which are used in electrical industry.

REAL ESTATE/INFRASTRUCTURE

The Real Estate market continues to be depressed. Therefore, the Company during the year 2010-11, made exit from A.P. Housing Project at Visakhapatnam and during the year 2011-12, exited from Kurnool Land held under SPV, Punjagutta land and TADA SEZ. The status of other projects remains same as mentioned in last annual report

Wind Power: The Company currently has an overall installed capacity of 12.15 MW comprising 9 wind turbines. During the current year, the Company generated 254.32 Lacs Units of Power as against 231.06 Lacs Units in the previous year. The Company gained Voluntary Emission Reductions (VER's) through Voluntary Carbon Standards and expects to generate additional revenue by sale of VER's to appropriate buyers.

BUYBACK OF EQUITY SHARES:

The Board of Directors at their meeting held on 27.01.2011 has approved the Buy-Back of Equity Shares of the Company of Rs.2/- each from open market through stock exchange mechanism, for an aggregate amount not exceeding Rs.14,00,00,000/ - (Rupees Fourteen Crores only), up to a minimum of 40,00,000 shares and a maximum of 80,00,000 shares, at the prevailing market price up to a maximum price of Rs. 35/- per equity share, subject to the approval of the Members and receipt of exemption from SEBI under Takeover Code.

The Company sought the approval of the Members through Postal Ballot in accordance with the provisions of Section 192A of the Companies Act, 1956. Subsequently, the promoters of the Company filed an application seeking exemption under Regulation 4 of Takeover Code with Securities Exchange Board of India ("SEBI") on 14.03.2011. SEBI vide its order dated 27.06.2011 granted exemption to the Promoter Group. The Company is in the process of proceeding with the Buyback offer.

DIRECTORS:

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri G. Mangilal Surana, Shri O. Swaminatha Reddy, Shri R. Surender Reddy, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Annual Report.

AUDITORS:

M/s. Sekhar & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Company that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

INSURANCE

All the movable and immovable assets of your Company are adequately insured.

ISO 9001-2000 CERTIFICATION:

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or Loss account of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the Financial Year ended 31st March 2011 on a 'going concern' basis.

Auditors Observations:

The Auditors observation reported in point No. 4(vi) of the Auditors Report is not a qualification and it is self explanatory in nature and hence not commented upon.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC:

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs.60,00,000 per annum or Rs.5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company's endeavor to build and nurture strong links with trade based on mutuality, respect and co- operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad G. Mangilal Surana

Date : 05.08.2011 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report of your Company together with the Audited Balance Sheet as at 31st March 2010 and Profit and Loss A/c for the year ended 31st March, 2010

FINANCIAL RESULTS:

The performance of the Company during the year has been as under : (Rs. in lakhs)

Consolidated Results Standalone Results

Particulars 2010 2009 2010 2009

Sales and other Income 18461.23 20194.77 18461.23 20148.60

Profit before 2154.98 2522.59 2161.35 2482.18 Depreciation and Interest

DEDUCT:

Depreciation 510.02 498.39 510.02 498.39

Interest 192.61 463.15 192.61 463.15

Profit for the year 1452.35 1561.04 1458.29 1520.63

Prior period 0.43 2.83 0.43 2.84 Adjustments Profit before Taxation 1452.78 1563.87 1458.72 1523.47

Provision for Taxation 250.00 417.06 250.00 400.00 : Current Tax

Fringe Benefit Tax 0.00 5.75 0.00 5.75

Deferred Tax (127.69) 13.85 (127.69) 13.85

Income Tax in respect 0.49 0.00 1.90 0.00 of earlier years

Profit after Tax 1329.97 1127.20 1334.51 1103.87

Less: Minority Interest 0.19 7.24 - -

Share in net assets 11.88 35.94 - - of associate cos.

Surplus brought forward 8083.81 7848.31 8114.76 7859.40 from previous year

Balance available for 9401.70 8932.32 9449.27 8963.27 appropriation

APPROPRIATION:

Dividend 273.60 298.00 273.60 298.00

Tax on Dividend 45.44 50.51 45.44 50.51

Transfer to General 500.00 500.00 500.00 500.00 Reserves Balance c/f to 8582.66 8083.81 8630.23 8114.76 Balance Sheet

TOTAL 9401.70 8932.32 9449.27 8963.76

OPERATIONS:

During the year 2009-10, the Indian economy recovered as a result of various monetary and fiscal measures taken by the Govt. of India. The company also benefitted by such measures which is reflected in increased turnover of copper products from Rs.138.02 Crores during the previous year to 159.28 Crores during the current year. However, the benefit of recovery was not fully reflected in top-line and bottom-line of the company; due to sharp fall in off- take of JFTC cables and shift in demand the turnover of telecom segment reduced from Rs.40.01 Crores to Rs.7.45 Crores. Further due to continued depressed real estate market, the income from infrastructure segment dropped from Rs.4.87 Crores to Rs.40 lakhs.

The Income from Operations is Rs. 17453.01 Lakhs as against Rs. 18962.57 Lakhs for the corresponding previous year The Profit Before Tax is 1458.73 Lakhs as against Rs. 1523.47 Lakhs for the previous year. The Profit After Tax is 1334.51 Lakhs as against Rs. 1103.87 Lakhs for the corresponding period. The Company recorded a decline in the income due to decrease in the revenues from telecom and Infrastructure segments. The Basic Earnings Per Share for the year-ended 31.03.2010 is Rs.1.82 as against Rs. 1.48 for the corresponding previous year ended 31.03.2009

CLOSURE/DISPOSAL OF JFTC UNIT

During the year 2009-10, the approval of members by way of Postal Ballot was sought on 29.09.2009 for the purpose of lease/sale/disposal of Companys undertaking situated at Plot No. 61, Pilerne Industrial Estate, Panajim, Goa - 403 001 pursuant to the provisions of Section 293(1)a and 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001. Accordingly the Company is in the process of negotiations with prospective buyers for transfer of the said property.

BUYBACK OF EQUITY SHARES:

The Company bought back 61,00,000 equity shares of Rs.2/- each and closed the said buyback on 18.05.2010 being the last date for buyback as approved by the Board at its meeting held on 09.04.2009.The total amount invested was Rs. 16,16,82,594/- (including brokerage and taxes) resulting an average price of Rs.26.51/- per share. The Company extinguished all the shares that were bought back

BUYBACK OF FCCBS:

During the year, the company bought back 50 FCCBs (out of 150 FCCBs issued by the Company on 10.10.2006) of US $ 1,00,000 each, aggregating US $ 5.0 million (Nominal value) at a discount. The necessary formalities with Luxembourg Stock Exchange for extinguishment of said FCCB were complied. The outstanding FCCBs as on date are 100 FCCBs of US $ 1,00,000 each, aggregating US $ 10.0 million (Nominal value), and are due for conversion/repayment in Oct, 2011

CHANGE OF NAME OF COMPANYS UNIT M/S INDIA EXTRUSION

During the year, the Company changed the name of Copper Unit presently run in the name of M/s India Extrusion to M/s Bhagyanagar India Limited.

REAL ESTATE/INFRASTRUCTURE

During the year, Real Estate market continued to be depressed. Therefore the Company intends to exit from some of the projects viz., TADA SEZ, SPVs of Kurnool Land, A.P. Housing Project at Visakhapatnam so as to make beneficial use of redundant capital employed in these projects. Further, the Company plans to commence development of other projects based on the prevailing market conditions.

1) Uppal Project: The Company received clearance from fire department and airport authorities and the building plan has been submitted for approval to APIIC. As the demand for IT space has came down considerably, the company is considering other options of land usuage from IT to commercial/hospital usage

2) Panjagutta land: The civil construction is completed and the Company intends to either lease/sale on terms that are beneficial to the Company and negotiating with interested parties.

3) Others: In respect of the land in Gachibowli, approvals from respective Government agencies are being pursued upon

FUTURE PROJECT INITIATIVES:

Copper Business: The Company aims to achieve growth of 10% in this segment with emphasis on value added products. The Company successfully developed 2 new products:- 1) Commutator for Auto Sector:- The Company applied for approval and expects to obtain approval and commence commercial production shortly.

2) Tin Coated Copper Bus Bars & Components: - This is used in Electrical Industry. Trial production is expected to commence in Oct 2010.

Wind Power:- The Company has installed another 1.65 MW Wind Turbine Generator in the state of Tamilnadu which was commissioned on 08.03.2010.

This takes the overall installed capacity to 12.15 MW. Steps have been taken to get carbon credit under Clean Development Mechanism(CDM) and Voluntary Carbon Standards(VCS) and the validation work for the same is in progress.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements incorporating the operations of the company and its subsidiaries are attached herewith in this Annual Report. The Ministry of Corporate Affairs while exercising its power under section 212 (8) of the Companies Act, 1956 has exempted the Company from publishing the Annual Report of all its subsidiaries vide letter no. 47/35/2010-CL-III dated 05.04.2010. However, the accounts of the subsidiary companies and the detailed related information will be made available to the investors of the company and its subsidiaries on request and are also available for inspection at Registered Office of the Company.

DIVIDEND:

Your Directors recommended a Dividend @ 20% amounting to Rs. 273.60 lakhs for the year ended 31st March 2010. This will entail an outflow of Rs.319.04 lakhs (inclusive of tax thereon). Your Directors also inform that if any FCCBs are converted into equity shares upto the date of closure of the Register of Members of the Company, the resulting shares arising out of the said conversion of FCCBs would also be eligible for dividend, as recommended by the Board and approved by the members at the ensuing Annual General Meeting of the Company.

RESERVES:

During the year the Company has transferred an amount of Rs.5.00 crores to General Reserves.

FIXED DEPOSITS:

The Company had not accepted or invited any Deposits and consequently no deposit has matured / become due for re-payment as on 31st March 2010

DIRECTORS:

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri. Narender Munoth, Shri N. Krupakar Reddy, Shri R.N. Sreenath, Directors of the Company will retire by rotation at the ensuing Annual General meeting and being eligible, offers themselves for re- appointment.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Annual Report.

AUDITORS:

M/s. Sekhar & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Company that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

CREDIT RATING:

The Company in order to meet the Basel-II Guidelines, obtained credit rating from CRISIL. CRISIL has assigned the following Credit Rating for the Companys Bank Borrowings.

1. Term loan/Cash Credit - A/Stable indicating adequate safety with regard to timely payment of financial obligations

2. Bank Guarantee/Letters of Credit - P1 indicating very strong safety regarding timely payment on the instrument

INSURANCE

All the movable and immovable assets of your Company are adequately insured.

ISO 9001-2000 CERTIFICATION:

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or Loss account of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the Financial Year ended 31st March 2010 on a going concern basis.

Auditors Observations :

The Auditors observation reported in para 4(e)(i) of the Auditors Report with regard to non-provision of redemption reserve for FCCB is not a qualification and it is self explanatory in nature and hence not commented upon.

The observation reported in para 4(e)(ii) regarding the provision for loss of goods, your company filed suit against the parties for recovery of the amount of US $ 5,73,700 with Honble High Court of Mumbai consequent to which the High Court directed the parties to furnish Bank Guarantee to the Court for an amount of Rs. 3,33,90,180/-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditors Certificate on its compliance.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC:

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

Information relating to particulars of Employees who are drawing more than Rs.24,00,000/- per annum which is required to be disclosed under Section 217(2A) of the Companies Act 1956 read with The Companies (Particulars of Employees) Rules 1975 are provided in the Annexure forming part of this Report.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Companys endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.

for and on behalf of the Board of Directors

Place : Secunderabad G. Mangilal Surana

Date : 05.08.2010 Chairman

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