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Directors Report of Solis Marketing Ltd.

Mar 31, 2015

To

The Members,

SURYA MARKETING LIMITED

The Directors have pleasure in presenting before you the 30th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:

S. No. Particulars 2014-15 (in Lacs) 2013-14(in Lacs)

1. Total Income/Loss 301.05 128.81

2. Less: Total Expenses 299.95 125.64

3. Profit Before Tax 5.06 3.17

4. Current Tax 1.94 1.00

5. Profit/Loss after Tax 3.52 2.17

FINANCIAL PERFORMANCE

During the year under review, the Company's income is Rs.301.05 lacs as against income of Rs. 128.81 lacs in 2013-14. The net profit after tax during the year has been Rs.3.52 lacs as against the net profit of Rs. 2.17 lacs in the previous year.

DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the Financial year 2014-15.

SHARE CAPITAL

Sub-Division

During the period under review, The Company has split up its share capital from Rs.10 per share into the shares of Rs. 1/- each w.e.f. 19.11.2014 and thereafter, the Authorized Share Capital as on March 31, 2015 is Rs.3,50,00,000/- (Rupees Three crores and Fifty lacs only) divided into 3,50,00,000 (Three crores and Fifty lacs) Equity Shares of Rs.1/-(Rupess One Only) each.

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides identifying internal and external risks and implementing risk mitigation steps.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

There are no order against the Company and the smooth running of business enhancing the profitability of the company.

STATUTORY AUDITORS

M/s Sarika Chopra & Associates, Chartered Accountants (Firm Registration number 020194C) has been recommended for appointment as Statutory Auditors in place of M/s Kumar Anoop & Co, Chartered Accountants, (who have expressed their unwillingness to continue) for a term of 5 consecutive years from the conclusion of the ensuing 30th Annual General Meeting till conclusion of 36th AGM subject to ratification by shareholders at every Annual General Meeting and in respect of which the Company has received a special notice.

The Company has received a letter from M/s Sarika Chopra & Associates, Chartered Accountants (Firm Registration number 020194C) to the effect that their appointment if made, would be within the limits as prescribed under Sec 141 of the Companies Act,2013.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT – 9 has been annexed to the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Diwakar Joshi resigned from the post of director and Ms. Radhika Thapliyal appointed as Additional Director w.e.f..25/03/2015.

Ms. Rakhi Nagpal has been resigned from the post of Company secretary w.e.f.25.07.2014.

Appointment of Mr. Abhishek Gogia as Company Secretary w.e.f. 25.07.2014 & resigned w.e.f. 28/12/2014.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment during the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

BOARD MEETINGS

During the year Twelve Board Meetings were convened. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD OF DIRECTORS.

(a) AUDIT COMMITTEE

The Board of Directors of the Company has duly constituted the Audit Committee of the Company consisting three Directors out of which two are Non Executive Director of the Company. All the Directors have good knowledge of Finance, Accounts and Company Law.

During the year under review, the Committee was reconstituted on 25th March, 2015 due to resignation of Mr. Diwakar Joshi, Director and Chairman of the Committee. The Chairman of the Committee is Ms. Radhika Thapliyal.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The composition of the Audit Committee as at March 31, 2015:

1. Ms. Radhika Thapliyal

2. Mr. Virender Singh Rana

3. Mr. Kailash Chand Upreti

Meetings of Audit Committee and their Attendance:

15th May, 2014, 13th August 2014, 13th November 2014, 13th February 2015.

Sr. No. Name of the Director Designation Category No. of Meetings Attended

1. Mr. Diwakar Joshi# Chairman Independent 4 Director

2. Mr. Virender Singh Rana Member Independent 4 Director

3. Mr. Kailash Chand Upreti Member Non Executive Director 4

4. Ms. Radhika Thapliyal* Chairman Independent NA Director

# Resigned from the Directorship w.e.f. 25.03.2015.

* Appointed as an Additional Independent Director w.e.f. 25.03.2015.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013.

Some of the important functions performed by the Committee are:

Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval.

Review the Management Discussion & Analysis of financial and operational performance.

Recommending to the Board, the appointment/re-appointment of statutory/internal auditors and the fixation of audit fees.

Review the investments made by the Company.

(b) . STAKEHOLDERS' RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".

During the year under review, the Committee was reconstituted on 25th March, 2015 due to resignation of Mr. Diwakar Joshi, Director and Chairman of the Committee. The Chairman of the Committee is Ms. Radhika Thapliyal.

The composition of the Shareholders Relationship Committee as at March 31, 2015:

1. Ms. Radhika Thapliyal

2. Mr. Virender Singh Rana

3. Mr. Ankit Modi

Meetings of Shareholders Relationship Committee and their Attendance:

15th May, 2014, 13th August 2014, 13th November 2014, 13th February 2015.

Sr. No. Name of the Director Designation Category No. of Meetings Attended

1. Mr. Diwakar Joshi# Chairman Independent 4 Director

2. Mr. Virender Singh Rana Member Independent 4 Director

3. Mr. Ankit Modi Member Non 4 Executive Director

4. Ms. Radhika Thapliyal* Chairman Independent NA Director

# Resigned from the Directorship w.e.f. 25.03.2015.

* Appointed as Additional Director w.e.f. 25.03.2015.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013.

The terms of reference of the Committee are:

Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

- issue of duplicate share certificates for shares/ debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

- issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

- issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

- to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

- to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

- to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

- to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

- monitoring expeditious redressal of investors / stakeholders grievances;

- all other matters incidental or related to shares, debenture

The details of investor complaints received and resolved during the period April 1, 2014 & March 31, 2015 is as under:

No. of Investor Complaints No. of Investor Complaints No. of Investor Complaints received from April 1, 2014 resolved from April 1, 2014 pending at the end of to-- March 31, 2015 to March 31, 2015 March 31, 2015 NIL NIL NIL

(c) NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013, the Board has constituted - the "Nomination and Remuneration Committee in its Board Meeting held on 2nd May, 2014 and reconstituted on 25th March, 2015".

Composition

The composition of Nomination and Remuneration Committee of the Board comprises of three Directors as at 31st March, 2015:-

Sr. Name of the Director Designation Category No.

1. Mr. Diwakar Joshi# Chairman Independent Director

2. Mr. Virender Singh Rana Member Independent Director

3. Mr. Ankit Modi Member Non-Executive and Non Independent Director

4. Ms. Radhika Thapliyal* Member Independent Director

# Resigned from the Directorship w.e.f. 25.03.2015.

*Appointed as an Additional Director w.e.f. 25.03.2015.

The terms of reference of the Committee inter alia, include the following:

- Succession planning of the Board of Directors and Senior Management Employees;

- Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

- Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

- Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

- Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. 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 behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

RESERVE AND SURPLUS

As on 31st March, 2015, Rs. 2,23,710.11 stood as the Amount of Reserve and Surplus after transferring Rs. Rs. 352371.19 as the current year profit.

INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on 13th Novembr, 2014, inter alia, to discuss:

- Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

- Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

- Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

- All the Independent Directors were present at the Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sumit Gupta & Associates, Company Secretaries, (Certificate of Practice No. 10542) to undertake the Secretarial audit of the Company for the Financial Year 2014-15 and the report is attached herewith.

With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Company Secretary and Chief Financial Officer and due to in advertent error, some delay were happened which the company will try to overcome.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future.

AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

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

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

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

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels. By Order of the Board of Directors

SURYA MARKETING LIMITED

Sd/- Sd/-

Place: New Delhi Kailash Chand Upreti Virender Singh Rana

Date: 31/08/2014 Director Director

DIN: 06782078 DIN: 06782773

348, Pardhan Enclave Makan No. 285,. Parshuram Enclave, Village Galin No. 1,, Shalimar Village, Burari, Delhi-110084. New Delhi-110088.


Mar 31, 2014

The Directors have pleasure in presenting the 29th Annual Report and Audited Accounts of Surya Marketing Limited (''the Company'') for the year ended 31st March, 2014 (''the financial year'').

FINANCIAL HIGHLIGHTS

The summarized performance of the Company for the years 2013-14 and 2012-13 is given below:

Particulars For Financial Year For Financial Year

Ended Ended 31st March, 2014 31st March, 2013

(Rs. In Lacs) (Rs. In Lacs)

Total Income 128.81 14.50

Total Expenditure 124.26 13.94

Profit before Depreciation and Tax 4.55 0.56

Less: Depreciation 1.37 0.03

Profit after Depreciation but before 3.17 0.52 Tax

Less: Current Tax 1.00 0.16

Add: Excess Provision of Income Tax of 0.00 0.00 Previous years

Profit / (Loss) After Tax 2.17 0.36

Proposed Dividend 0.00 0.00

Tax on Dividend 0.00 0.00

Transferred to Statutory Reserves 0.00 0.00

FINANCIAL PERFORMANCE

During the year under review, your Company has recorded a total income of Rs. 128.81 Lacs, against Rs. 14.50 Lacs in the previous year, with a total increase of Rs. 114.31 Lacs. Net Profit before Taxation for the financial year ended March 31, 2014 increased from Rs. 0.52 Lac to Rs. 3.17 Lac which is increase of Rs. 2.65 Lac from the previous year. Consequently, the Profit after Tax increased from Rs. 0.37 Lac to Rs. 2.17 Lac an increase of Rs. 1.8 Lac.

DIVIDEND

In consideration of future prospects of the Company, Your Board of Directors has decided to plough back the profits into the business operations of the Company.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year under review.

INCREASE IN EQUITY SHARE CAPITAL

During the year under review, the Company has increased its authorized equity Share capital from Rs. 1,00,00,000 (Rupees One crore only) consisting 10,00,000 Equity shares of Rs. 10/- each to Rs. 3,50,00,000 (Rupees three crore fifty lacs only) consisting 35,00,000 equity shares of Rs. 10/- each.

Also, the Company has issued and allotted 835500, 744000, 425000, 518500 equity shares of Rs, 10/- each on 22th August, 2013, 24th August, 2013, 16th November, 2013 and 19th November, 2013 respectively and accordingly, the Equity Paid up Share capital stand increased to Rs. 3,02,30,000 (Rupees three Crores two lacs thirty thousand only) consisting 3023000 equity shares of Rs. 10/- each.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Ankit Modi, Director of the Company, retire by rotation and being eligible offer himself for re-appointment at the ensuing Annual General Meeting.

Also, Mr. Diwaker Joshi was appointed as an additional director by the Board of Directors in its meeting held on 1st January, 2014 and Mr. Virender Singh Rana and Mr. Kailash Chand Upreti were appointed as Additional Directors by the Board of Directors in its meeting held on 15th December, 2013 and the Company has received notices under Section 160 of the Companies Act, 2013 proposing their candidature of for the office of the Director.

Also, during the year under review, Mr. Jai Kumar, Mr. Parag Mittal and Mr. Anurag Garg resigned from the Board.

LISTING OF EQUITY SHARES ON BSE LIMITED

During the year under review, Your Company has applied for listing of its equity shares on the plateform of BSE Limited.

STATUTORY AUDITORS

The Statutory Auditors M/s Kumar Anoop & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and the Company has a letter.

The Company has received letter from them to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such re-appointment.

A Board of directors of the company has recommended their appointment in the ensuing Annual General Meeting.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

PARTICULARS OF EMPLOYEES

The provision of Section 217(2A) of the Companies Act, 1956 are not applicable as no Employee of the Company draws remuneration to the extent laid down therein.

CHANGE IN REGISTERED OFFICE

During the year under review, Company changed its registered office to House No. 4346, Ground Floor, Gali No. 4C, Ansari Road, Darya Ganj, New Delhi-110002

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earnings and outgo during the year under Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31 2014, the applicable Accounting Standards have been followed;

b. 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. 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; and

d. the Directors have prepared the annual accounts of the Company on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

In terms of the provisions of clause 49 of the Listing Agreement, a report on corporate governance forms part of this Annual Report and a Certificate from the Statutory Auditors of the Company on the compliance with Corporate Governance requirements is attached to the Report on Corporate Governance.

ACKNOLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

By Order of the Board For Surya Marketing Limited Sd/- Sd/-

Kailash Chand Upreti Ankit Modi

Director Director

Din No.: 06782078 Din No.: 02684835

Place: New Delhi

Date : 15th May, 2014


Mar 31, 2013

Dear Members,

The Board of Directors are pleasure the Annual Report of the Company for the financial year ended 31st March 2013.

1. FINANCIAL RESULTS

Particulars 2012-13 2011-12

Sales 1,450,720 - Other Receipts - 74,865 Less: Operating Expenses 1,394,800 69,993 Profit & (Loss) before taxation 55,920 4,872 Less: Depreciation 3,775 - Less: Current Tax and FBT 13,780 - Profit & (Loss) after tax 38,365 4,872 Add: Deferred Tax (2,333) - Add: Profit / (loss) brought forward (381,593) (386,465) Profit / (loss) available for appropriation (345,561) (381,593) Less: Transferred to General Reserve - - Dividend - - Balance carried to Balance Sheet (345,561) (381,593)

2. FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 14,50,720 against Rs. 74,865 in the previous year with total increase of Rs. 13,75,855. Net Profit before taxation for the financial year ended on 31st March, 2013 increased to Rs. 55,920 from Rs. 4,872 in the previous year. Consequently, the Profit after tax increase to Rs. 38,365 from Rs. 4,872 as in the previous year.

3. DIVIDEND

The Board of Director has not declared any dividend during the year due to inadequacy of profits.

4. DEPOSITS :

During the year under review, Your Company has not accepted the deposits under section 58A of the Companies Act, 1956 and Companies (Acceptance of deposits) Rules 1975 as amended upto date.

5. AUDITORS

M/s Kumar Anoop & Co. Chartered accountant, retire at the ensuing annual general meeting and being eligible; have given their consent to act as auditors of the company. Members are requested to consider their re-appointment as the auditors of the company.

6. PUBLIC DEPOSITS

The company does not accept any deposit during the financial year.

7. PARTICULARS OF EMPLOYEES

As required by the provision of section 217(2A) of the Companies ACT, 1956. Read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding Rs. 60, 00,000/- per annum or 5, 00,000/- per month for any part thereof.

8. STATUTORY AUDITOR''S

M/s Kumar Anoop & Co., Chartered Accountants, Delhi, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

Therefore, the Board of Directors recommends their re appointment as Statutory Auditors of the Company.

9. PARTICULARS U/S 217(1)(e)

Company is engaged in marketing activity, and there is nothing to be disclosed in report about conversion of energy. No Agreement has been entered into for technology absorption. Foreign Exchange earnings are Nil and outgo is Nil.

10. DIRECTORS

Mr. Jai Kumar was appointed by the Board of Directors in their meeting held on 09th Ferbruary, 2013. The Company has received notice from him along with deposit of Rs. 500 signifying his intention for re-appointment as Director of the Company.

In accordance with the provisions of the Articles of Association of the Company, Mr. Parag Mittal is due to retire by rotation and being eligible, offer himself for re-appointment.

11. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE :

Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/ significant, are not given. There was no foreign exchange earning or outgo during the year under review.

12. DIRECTORS RESPONSIBILITY STATEMENTS

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:-

(i) 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.

(ii) 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 of the company for the year under review.

(iii) 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;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success.

For and on behalf of the board FOR SURYA MARKETING LIMITED

Sd/- Sd/- PARAG MITTAL JAI KUMAR (DIRECTOR) (DIRECTOR)

Place: New Delhi Date : 20/05/2013


Mar 31, 2012

Dear Members,

The Board of Directors are pleased to present the Annual Report of the Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

For the year For the year 2011-2012 2010-2011

Sales 0.00 0.00

Other Receipts 74865 0.00

Less: Operating Expenses 69993 91308

Profit / (Loss) before taxation 4872 (91308)

Less: Depreciation 0.00 0.00

Less: Current Tax and FBT 0.00 0.00

Profit/(Loss) after tax 4872 (91308)

Add:Deferred Tax 0.00 0.00

Add:Profit/(Loss) brought forward (386465) (295 157)

Profit/(Loss) available for appropriation 74865 (295,157)

Less:Transferred to General Reserve 0.00 0.00

Dividend 0.00 0.00

Balance carried to Balance Sheet (381593) (386,465)

The Company did not make any sales in the financial year ended on March 31, 2012 other income is Rs. 74865 Previous year was no income. The Operating expenses amounted to Rs.69993. Previous Year was Rs. 91308. There was no amount of Fringe benefit tax or Income tax or any depreciation which should be deducted from PBT(Profit before Tax) before calculating PAT(Profit after tax) so the profit/(Loss) after is Rs4872 {Previous year Rs.(91308)} ,The amount of profit/(Loss) brought forward is Rs. (386465) {Previous year it was Rs.

According to the explanations given to us the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, to the company.

(a) In our opinion and as per the information provided to us the Company is regular in depositing undisputed statutory dues including Provident Fund, investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income-tax, wealth-tax, sales tax, customs duty and excise duty were outstanding, as at for a period of more than six months from the date they became payable.

The accumulated losses of the company are more than fifty percent of the net worth of the company.

According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder. .

As per information and explanations provided to us the company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities.

(a) In our opinion, the Company is not a chit fund or nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (Xiii) of the (Auditor''s Report) Order 2003 are not applicable to the Company.

(b) In our opinion and as per the information and explanation provided to us, the company is not dealing in or trading in shares, securities, debentures and other investments.

According to the information and explanations given to us, the company holds shares, securities, in its own name.

As per information and explanations given to us. the company has not during

As per information and explanations given to us, the company has not during the year given any guarantee for loans taken by others from bank or financial institutions.

In our opinion and according to the information and explanations provided to us the Company has not raised any funds on short-term basis during the financial year.

According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

In our opinion and as per the information and explanation provided to us the company has not issued any debentures during the year.

As per the available inf°rmation explanations the company has not raised money by public issue during the year.

According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

DIVIDEND

The Board of Directors .have not declared any dividend during the financial year 31st March 2012 because of inadequacy of profits.

STATUTORY AUDITORS

M/s. kumar Anoop & co. Chartered Accountants, New Delhi, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible for appointment offer themselves for appointment and are to be appointed as auditor of the Company.

FIXED DEPOSITS

The Company has not accepted any deposits during the financial Year.

MANAGERIAL REMUNERATION

No employee was in receipt of remuneration in excess of Rs.60, 00,000.00 p.a. if employed for the full year or Rs.5, 00,000.00 p.m. if employed for part of the year. Therefore, the information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) rules 1975 are not being given. There has been cordial relationship between the management and staff of the company.

AUDITOR''S REPORT

All statements stated in the Auditor’s Report are self explanatory.

PARTICULARS U/S 217(l)(e)

Company is engaged in marketing activity, and there is nothing to be disclosed in report about conservation of energy. No agreement has been entered into for technology absorption. Foreign Exchange earnings are NIL and outgo are NIL.

CORPORATE GOVERNANCE

Clause 49 of the listing Agreement provides the code for corporate governance prescribed by SEBI for listed Indian Companies. Compliance of conditions of corporate governance is made by the company.

The Company''s principle of governance implies the strict adherence to the corporate and other administrative laws and practice in latter and spirit to ensure better service to the investor and. provide a transparency in the working of the company.

An Auditor of the Company Certifying the Company’s compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

a) Name and address of the stock exchanges where the securities are listed.

The Delhi Stock Exchange Association Ltd., DSE House, 8/1 Asaf Ali Road, New Delhi 110002

The Listing fee for the financial year has been paid

BOARD OF DIRECTORS

Among the Board of Directors Mr. Parag Mittal retire by rotation at the ensuing Annual Genera] Meeting and being eligible offer himself to be reappointed as director of the company.

COMPLIANCE CERTIFICATE

The Company has appointed the Company Secretary for issuing Compliance Certificate for the financial year ended March 31st, 2011.

BOARD MEETINGS

The Board of directors of the Company duly meet Twelve times miring the financial years 30th April 2011, 4th July 2011, 11th August 2011, 2nd September 2011, 4th October 2011, 10th October 2011, 7th November 2011, 14th November 2011, 20th January 2012,, 6th February 2012 and 15th February 2011, 31st March 2012

Management Discussion and Analysis Report

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of the Companies Act, as amended by Companies (Amendment) Act, 2000 your directors confirm:

(a) that in the preparation of the annual accounts, 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 and of the profit of the company for that period.

(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.



For KUMAR ANOOP & CO. Chartered Accountants

(Anoop Kumar) Prop. M. No. 508958 Place: Delhi Date: 07.07.2012


Mar 31, 2011

Dear members,

The Board of Directors are pleased to present the Annual Report of the Company for the financial year ended March 31, 2011.

FINANCIAL RESULTS

For the year For the year 2010-2011 2009-2010

Sales 0.00 0.00

Other Receipts 0.00 0.00

Less: Operating Expenses 91,308.00 80,550.00

Profit / (Loss) before taxation (91,308.00) (80,550.00)

Less: Depreciation 0.00 0.00

Less: Current Tax and FBT 0.00 0.00

Profit/(Loss) after tax (91,308.00) (80,550.00)

Add:Deferred Tax 0.00 0.00

Add:Profit/(Loss) brought forward (295,157.00) (214,607.00)

Profit/(Loss) available for appropriation (295,157.00) (214,607.00)

Less:Transferred to General Reserve 0.00 0.00

Dividend 0.00 0.00

Balance carried to Balance Sheet (386,465) (295,157.00)

The Company did not make any sales in the financial year ended on March 31, 2011 and their were no other receipts as well. The Operating expenses amounted to Rs. 91,308 during the year. There was no amount of Fringe benefit tax or Income tax or any depreciation which should be deducted from PBT(Profit before Tax) before calculating PAT(Profit after tax) so the profit/(Loss) after is Rs (91,308) {Previous year Rs.(80,550)}. The amount of profit/(Loss) brought forward is Rs. (95,157) {Previous year it was Rs. (214,607)}. After making the adjustments of Profit/CLoss) bought forward the amount of profit/CLoss) available for appropriation is Rs. (386,46S.00) {Previous year it was Rs.(295,157.00)}.

DIVIDEND

The Board of Directors .have not declared any dividend during the financial year 31st March 2011 because of inadequacy of profits.

STATUTORY AUDITORS

M/s. kumar Anoop & co. Chartered Accountants, New Delhi, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible for appointment offer themselves for appointment and are to be appointed as auditor of the Company.

FIXED DEPOSITS

The Company has not accepted any deposits during the financial Year.

MANAGERIAL REMUNERATION

No employee was in receipt of remuneration in excess of Rs. 24,00,000.00 p.a. if employed for the full year or Rs. 2,00,000.00 p.m. if employed for part of the year. Therefore, the information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) rules 1975 are not being given. There has been cordial relationship between the management and staff of the company.

AUDITOR''S REPORT

All statements stated in the Auditor’s Report are self explanatory.

PARTICULARS U/S 217(l)(e)

Company is engaged in marketing activity, and there is nothing to be disclosed in report about conservation of energy. No agreement has been entered into for technology absorption. Foreign Exchange earnings are NIL and outgo are NIL.

CORPORATE GOVERNANCE

Clause 49 of the listing Agreement provides the code for corporate governance prescribed by SEBI for listed Indian Companies. Compliance of conditions of corporate governance is made by the company.

The Company''s principle of governance implies the strict adherence to the corporate and other administrative laws and practice in latter and spirit to ensure better service to the investor and. provide a transparency in the working of the company.

An Auditor of the Company Certifying the Company’s compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

a) Name and address of the stock exchanges where the securities are listed.

The Delhi Stock Exchange Association Ltd., DSE House, 8/1 Asaf Ali Road, New Delhi 110002

BOARD OF DIRECTORS

Among the Board of Directors Mr. Anurag Garg retire by rotation at the ensuing Annual Genera] Meeting and being eligible offer himself to be reappointed as director of the company.

COMPLIANCE CERTIFICATE

The Company has appointed the Company Secretary for issuing Compliance Certificate for the financial year ended March 31st, 2011.

BOARD MEETINGS

The Board of directors of the Company duly meet Ten times during the financial years 30th Day of April 2010, 30th Day of July 2010, 06th Day of August 2010, 31st Day of August 2010,01st Day September 2010,05th Day of October 2010,04th Day of October 2010 ,11th Day of Oct 2010,31st Day of January 2011, and 31st March 2011.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of the Companies Act, as amended by Companies (Amendment) Act, 2000 your directors confirm:

(a) that in the preparation of the annual accounts, 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 and of the profit of the company for that period.

(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.

For and on behalf of the directors of Date : 02.09.2011 SURYA MARKETING LIMITED Place: New Delhi

(Directors) (Directors)

 
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