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Directors Report of Surana Solar Ltd.

Mar 31, 2018

DIRECTORSâ REPORT

To the Members of Surana Solar Limited

The Directors have pleasure in presenting the 12^th Annual Report and the Audited Statement of Accounts for the financial year ended 31⁵¹ March, 2018, together with the Auditors Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year is summarized below:

(Amount in Rs, )

Particulars	2017-18	2016-17
Net Sales and other Income	397,010,313	845,026,193
Profit before Depreciation, Interest and exceptional Items	66,114,620	84,781,156
DEDUCT: Depreciation and Amortization Expenses	31,742,792	27,466,432
Interest and Finance charges	21,565,086	32,848,145
Profit for the year before exceptional items	12,806,742	24,466,579
Profit before Taxation	12,806,742	24,466,579
Provision for Taxation : Current Tax	4,504,273	5,122,310
Deferred Tax	(124,672)	1,617,115
MAT Entitlement Credit	-	1,022,665
Profit after Tax	8,427,141	16,704,489
Add: Other Comprehensive Income	-	-
Total Comprehensive Income for the year	8,427,141	16,704,489
Surplus brought forward from previous year	90,551,995	73,847,506
Balance available for appropriation	98,979,136	90,551,995
Balance c/f to Balance Sheet	98,979,136	90,551,995

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

OPERATION AND PERFORMANCE:

During the year under review, the Income from Operations is Rs, 39,11,91,608 as against Rs, 84,09,02,576 for the corresponding previous year. The Profit Before Tax is Rs, 1,28,06,742 as against Rs, 2,44,66,579 for the previous year. The Profit After Tax is Rs, 84,27,141 as against Rs, 1,67,04,489 for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2018 is Rs, 0.17 as against Rs, 0.34 for the corresponding previous year ended 31.03.2017.

As reported in the last year, China and other some countries continue to dump sub-standard and cheap material to India. In such scenario it is difficult to compete with the imports. This has resulted in fall in topline and bottom-line. In spite of such adverse conditions, the Company has been able to earn profits due to effective cost control and saving interest cost.

BUSINESS DEVELOPMENT AND PROSPECT:

The Company is participating in various tenders floated by government and non-government organisations to widen its activities by entering into EPC contracts and solar rooftop business.

The Company is in the process of setting up of 1 MW solar power plant at Urukonda village, Nagarkurnool District, Telangana State under RESCO model and PPA entered with Suryalata Spinning Mills Limited for 25 years at a price of Rs, 5.00 per unit. It is expected to be commissioned by the end of August, 2018.

During the year under review, the Company has received Letter of Intent from Kakinada Smart City Corporation Limited (KSCCL) for site survey, investigation, design, engineer, supply, installation, commission, synchronizing and maintenance of grid connected roof top solar PV systems on net metering basis under RESCO model in Kakinada City, Andhra Pradesh for a maximum capacity of 5 MW at a price of '' 5.25 per unit. The site survey has been completed and submitted the report to KSCCL. The Company is looking for potential consumers to enter into PPA.

In the year 2016, your Company was awarded an EPC contract for execution and operation & maintenance of 10MW (AC) Solar Power Plant by Paradip Port Trust (PPT). However, during the course of implementation of the said project, there has been disputes on technical grounds between the Company and PPT as regard to escalation in cost and time limit for completion of the project. Taking a contrary stand, PPT cancelled/terminated LOI and forfeited mobilization advance, guarantee and performance guarantee. The Company challenged the action of PPT before Honorable court of Odisha who in turn was pleased to pass an order to pursue the remedy before the adjudicator or file suitable application for settlement of dispute through arbitration. The company has since initiated arbitration process.

SHARECAPITAL:

The paid-up Share Capital of the Company as on 31^st March, 2018 is '' 24,60,33,000 divided into 4,92,06,600 equity shares of '' 5/- each.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations, 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 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, 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;

(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, 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.

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.

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 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.

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-IVâ to this Report.

DIVIDEND

The Board of Directors have not recommended the dividend for the financial year 2017-18, due to low profitability and capex plans the company has for the year 2018-19.

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 - V to this Report.

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 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

Surana Group recognizes the importance of contributing to the society in a meaningful way. An urge to serve the society and to bring change in the living of the people, Surana Group had taken an initiative in this direction and the journey was embarked in the year 1987 by Shri G. Mangilal Surana in the memory of his father Shri Gulab Chand Surana by starting a hospital âG.M. Surana Charitable Hospitalâ.

The G.M. Surana Charitable Hospital is engaged in community and social initiatives and plays an active role in serving rural community.

Vision, Mission and Core Values:-

Vision: To serve each patient with compassion and love as we would do to our loved ones.

Mission: To develop, maintain and continuously improve our quality resources to the society by providing better care for better future.

Core value:

- Compassion

- Commitment to Quality

- Working Together

- Respect for the Individual

G.M. Surana Charitable Hospital believes in âCommitment to Care'' and the initiative of this stands as the testimony. The main objective of this foundation is to provide health care services to the people below and on poverty line.

It was founded as a clinic in 1987, and in the year 2011 it was converted to hospital. The hospital now covers 6000 sq ft area. It is being managed by 5 doctors and 10 assistants and with a provision of 10 beds. It has even added Physiotherapy centre in 2011. In the first year of the journey 25,079 patients were treated and the number has increased consistently and till the year 2018, the total number of patients treated in the hospital are 10,52,673.

Former Years of G.M. Surana Charitable Clinic:-

The idea to start this foundation was to reach out to the rural community as they had no access to the proper medical facilities and to be a helping hand to them and this passion was turned into action by taking the first step in the year 1987 by establishing G.M. Surana Charitable Clinic. The clinic was built on 1200 sq ft area. It had 2 permanent doctors, who were provided residence in the clinic so there could be 24/7 service for the people and 5 staff members to take care of the daily activities. There were only 3 to 4 beds available with 80 to 90 patients treated daily, who came from 25 Kms of the radius to visit the clinic and avail the services. There were weekly camps held such as eye care, dental care and various vaccinations for children and even skin diseases were taken care of.

Current activities in G.M. Surana Charitable Hospital:-

With over 30 years of services for the people, G.M. Surana Charitable Clinic has immensely grown. In 2011, G.M. Surana Charitable Clinic was changed to G.M. Surana Charitable Hospital. Presently the hospital has grown to 6000 sq ft area with 5 doctors and 10 staff members. The small steps have taken a large leap in the foundation and the passion to serve people has emerged and is increasing. The general clinic has even added a physiotherapy centre and weekly camps now even include thyroid checkup, heart care tips, blood grouping, glucose provision and much more. The only thing that remains constant in all these years is the trust of the people towards the foundation and till date 10 lakhs plus patients are treated here.

Future Years:-

G.M. Surana Charitable Hospital still yearns to grow more and by providing every possible services under one roof to its people with the best quality. Future plans of the hospital includes - opening an eye care centre and a thyroid centre by providing daily services rather than weekly camps. It even desires to include specialized doctors in various fields so the rural community has an access to it in the right means.

Management:-

G.M. Surana Charitable Hospital is located at Bollarum village, Secunderabad. The charitable clinic is founded by Sri G.M. Surana, Chairman - Sri Narender Surana, Vice Chairman -Sri Devendra Surana, Secretary - Sri Anand Swarup Bora and 6 executive committee members.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee and adopted policy for Corporate Social Responsibility. The Composition of the Committee is as follows:

Sl.No.	Name	Designation
1	Shri Narender Surana	Chairman
2	Shri Devendra Surana	Member
3	Dr R.N.Sreenath	Member

The CSR Committee is empowered to perform the functions of the Board relating to the social initiatives of the Company. Its primary functions are to: Formulate, review and recommend to the Board, a CSR policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013. Recommend the amount of expenditure to be incurred on the initiatives as per the CSR policy. Provide guidance on various CSR initiatives undertaken by the Company and monitoring their progress. Monitor implementation and adherence to the CSR Policy of the Company from time to time.

Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee. Report on Corporate Social Responsibility as Per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is enclosed as Annexure - III to this Report.

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 has expressed their satisfaction with the valuation process.

DIRECTORS:

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

Shri G.Mangilal Surana, Non-Executive Director, Shri

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

Shri Manish Surana was re-appointed as Director-(Finance & Technical) of the Company for a further period of 3 years w.e.f. 28.01.2018, subject to approval of the members at this Annual General Meeting.

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, Directors and Shri Manish Surana, Director Finance & Technical/Whole-time Director 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 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 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 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:

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 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, 2018.

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

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 Remuneration
Shri Manish Surana, WTD	31.61

(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 Manish Surana, WTD	0.00

(iii) The percentage increase in the median remuneration of employees in the financial year - 10.66%

(iv) The number of permanent employees on the rolls of company - 37

(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 2017-18 was 7.95%. Percentage increase in the managerial remuneration for the year was Nil.

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

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.

Quarterly basis at the time of review of Quarterly Financial Results of the Company.

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 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 the review, no complaints were received by 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 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.

For and on behalf of the Board of Directors

NARENDERSURANA DEVENDRASURANA

DIRECTOR DIRECTOR

DIN-00075086 DIN-00077296

Place: Secunderabad

Date: 06.08.2018

Mar 31, 2016

The Directors have pleasure in presenting the 10^th Annual Report and the Audited Statement of Accounts for the financial year ended 31^st March, 2016, together with the Auditors Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year is summarized below: (Amount in Rs.)

Particulars	2015-16	2014-15
Sales and other Income	1,194,020,299	1,261,188,351
Profit before Depreciation, Interest and exceptional Items	105,366,801	184,065,038
DEDUCT:	29,928,142	29,288,395
Depreciation and Amortization Expenses
Interest and Finance charges	44,395,936	52,937,272
Profit for the year before exceptional items	31,042,723	101,839,371
Profit before Taxation	31,042,723	101,839,371
Provision for Taxation :
Current Tax	6,329,254	20,375,767
Deferred Tax	(919,626)	1,200,066
MAT Entitlement Credit	4,373,320	(4,092,598)
Profit after Tax	21,259,775	84,356,136
Surplus brought forward from previous year	52,587,732	7,754,895
Balance available for appropriation	73,847,506	92,111,032
APPROPRIATION:
Dividend	-	24,603,300
Tax on Dividend	-	4,920,000
Transfer to General Reserves	-	10,000,000
Balance c/f to Balance Sheet	73,847,506	52,587,732

OPERATION AND PERFORMANCE:

During the year under review, the Income from Operations is Rs. 1,182,133,635 as against Rs. 1,253,863,534 for the corresponding previous year. The Profit Before Tax is Rs. 31,042,723 as against Rs. 101,839,371 for the previous year. The Profit After Tax is Rs. 21,259,775 as against Rs. 84,356,136 for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2016 is Rs. 0.43 as against Rs. 1.71 for the corresponding previous year ended 31.03.2015.

Due to non-imposition of anti-dumping duty, China and other some countries continue to dump sub-standard and cheap material to India. In order to compete in such a scenario, pressure on margin has increased significantly. However, the company is able to maintain the top line despite stiff competition from international market.

SHARECAPITAL:

The paid-up Share Capital of the Company as on 31^st March, 2016 is Rs.24,60,33,000 divided into 4,92,06,600 equity shares of Rs.5/- each.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations, 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 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 31st 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 31st 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 31st 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

NOMINATIN AND REMUNERATION POLICY

PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS

The details of Loans, Guarantees Securities and Investments made during the financial year ended 31st 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

DIVIDEND:

The Company has the record of continuous payment of dividend to its shareholders. However, for the financial year 2015-16 the Board of Directors has not recommended the dividend due to low profitability and the financial commitments the company has to fulfill during the year 2016-17.

EXTRACT OF ANNUAL RETURN

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

The G.M. Surana Charitable Hospital is engaged in community and social initiatives and plays an active role in serving rural community.

Vision, Mission and Core Values:-

Vision: To serve each patient with compassion and love as we would do to our loved ones.

Mission: To develop, maintain and continuously improve our quality resources to the society by providing better care for better future.

Core value:

- Compassion

- Commitment to Quality

- Working Together

- Respect for the Individual

G.M. Surana Charitable Hospital believes in ''Commitment to Care'' and the initiative of this stands as the testimony. The main objective of this foundation is to provide health care services to the people below and on poverty line.

It was founded as a clinic in 1987, and in the year 2011 it was converted to hospital. The hospital now covers 6000 sq ft area. It is being managed by 5 doctors and 10 assistants and with a provision of 10 beds. It has even added Physiotherapy centre in 2011. In the first year of the journey 25,079 patients were treated and the number has increased consistently and till date 2016, the total number of patients treated in the hospital are 981,157.

Former Years of G.M. Surana Charitable Clinic:-

The idea to start this foundation was to reach out to the rural community as they had no access to the proper medical facilities and to be a helping hand to them and this passion was turned into action by taking the first step in the year 1987 by establishing G.M. Surana Charitable Clinic. The clinic was built on 1200 sq ft area. It had 2 permanent doctors, who were provided residence in the clinic so there could be 24/7 service for the people and 5 staff members to take care of the daily activities. There were only 3 to 4 beds available with 80 to 90 patients treated daily, who came from 25kms of the radius to visit the clinic and avail the services. There were weekly camps held such as eye care, dental care and various vaccinations for children and even skin diseases were taken care of.

Current activities in G.M. Surana Charitable Hospital:-

With 28 years of services for the people, G.M. Surana Charitable Clinic has immensely grown. In 2011, G.M. Surana Charitable Clinic was changed to G.M. Surana Charitable Hospital. Presently the hospital has grown to 6000 sq ft area with 5 doctors and 10 staff members. The small steps have taken a large leap in the foundation and the passion to serve people has emerged and is increasing. The general clinic has even added a physiotherapy centre and weekly camps now even include thyroid checkup, heart care tips, blood grouping, glucose provision and much more. The only thing that remains constant in all these years is the trust of the people towards the foundation and till date 9 lakhs plus patients are treated here.

Future Years:-

Management:-

G.M. Surana Charitable Hospital is located at Bollarum village. The charitable clinic is founded by Sri G.M. Surana, Chairman - Sri Narender Surana, Vice Chairman - Sri Devendra Surana, Secretary - Sri Anand Swarup Bora and 6 executive committee members.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Sl.No.	Name	Designation
1	Shri Narender Surana	Chairman
2	Shri Devendra Surana	Member
3	Dr R.N.Sreenath	Member

BOARD EVALUATION

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

DIRECTORS:

Shri Manish Surana, Whole-time 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, the appointment of Shri Narender Surana and Shri Devendra Surana, Directors and Shri Manish Surana, Director Finance & Technical/Whole-time Director and Shri. Badarish H Chimalgi, Company Secretary were formalised as the Key Managerial Personnel of the Company.

MEETINGS

During the financial year under review, 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 Regulation 17 of SEBI Listing Regulations, 2015.

DEPOSITS

STATUTORY AUDITORS

The shareholders of the Company at the 8^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 13^th Annual General Meeting subject to ratification of shareholders at every Annual General Meeting to be held in the year 2019, 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.

AUDITORSâREPORT

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 31st 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

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report issued by Ms. Rakhi Agarwal, Company Secretary in Practice in Form MR-3 is enclosed as Annexure - VI 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 Manish Surana, WTD	50.24

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

Name of Person	% increase in
	remuneration
Shri Manish Surana, WTD	0.00
Shri. Badarish H Chimalgi, CS	12.15

(iii) The percentage increase in the median remuneration of employees in the financial year - 10.82%

(iv) The number of permanent employees on the rolls of company - 67

The average increase in salaries of employees other than managerial personnel in 2015-16 was 11.76%. Percentage increase in the managerial remuneration for the year was 25%.

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Quarterly basis at the time of review of Quarterly Financial Results of the Company.

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 31st 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

DIRECTOR DIRECTOR

Place : Secunderabad

Date : 10.08.2016

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 9th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2015, together with the Auditors Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year is summarized below.

(Amount in Rs.)

Particulars 2014-15 2013-14

Sales and other Income 1,261,188,351 1,278,369,250

Profit before Depreciation, 184,121,218 123,572,480 Interest and exceptional Items

DEDUCT:

Depreciation 28,544,764 32,831,104

Interest and Finance charges 52,993,452 29,087,008

Profit for the year before 102,583,002 61,654,368 exceptional items

Less: Prior period Adjustments - -

Less: Amortisation of 743,631 8,118,817 Intangible Assets

Profit before Taxation 101,839,371 53,535,551

Provision for Taxation :

Current Tax 20,375,767 10,894,174

Deferred Tax 1,200,066 167,720

MAT Entitlement Credit (4,092,598) 12,123,977

Taxes for Earlier Years - -

Profit after Tax 84,356,136 30,349,680

Surplus brought forward from 7,754,895 16,190,015 previous year

Balance available for appropriation 92,111,032 46,539,695

APPROPRIATION:

Dividend 24,603,300 24,603,300

Tax on Dividend 4,920,000 4,181,500

Transfer to General Reserves 10,000,000 10,000,000

Balance c/f to Balance Sheet 52,587,732 7,754,895

TOTAL 92,111,032 46,539,695

OPERATIONS:

During the year under review, the Income from Operations is Rs. 1,253,863,534 as against Rs. 1,263,965,973 for the corresponding previous year. The Profit Before Tax is Rs. 101,839,371 as against Rs. 53,535,551 for the previous year. The Profit After Tax is Rs. 84,356,136 as against Rs. 30,349,680 for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2015 is Rs. 1.71 as against Rs. 0.62 for the corresponding previous year ended 31.03.2014.

DIVIDEND:

Your Directors are pleased to recommend Dividend @ 10% (Rs. 0.50 per equity share of face value of Rs. 5/- 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 to Rs. 2,95,23,300 (inclusive of tax thereon).

RESERVES

During the year the Company has transferred an amount of Rs. 10,000,000 to General Reserves Account. PERFORMANCE AND FUTURE BUSINESS PLAN:

The performance during the financial year under review has shown considerable improvement with an increase of 49% in EBIDTA and 177.95% in the Net Profit over the previous year. The export sale also has shown improvement with 88.63% over the previous year. The government is also encouraging local manufacture by reservation of the power projects under DCR category and to take benefits of the same. The Company has taken steps to commission the cell lines it has imported earlier.

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.

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 G.M. Surana, 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.

Shri Ramaiah Alapakam has resigned from the office of Whole-Time Director and the Board of Directors accepted his resignation w.e.f. 11.02.2015. The brief particulars of the Directors seeking appointment/re-appointment at this Annual General Meeting is being annexed to the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, the appointment of Shri Narender Surana, Managing Director and Shri Manish Surana, Director Finance & Technical/ Whole-time Director and Shri. Badarish H Chimalgi, Company Secretary 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 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.

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 8th Annual General Meeting of the Company held on 22nd September, 2014 till the conclusion of the 13th Annual General Meeting to be held in the year 2019, 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)

Surana Group recognises the importance of contributing to the society in a meaningful way. An urge to serve the society and to bring change in the living of the people, Surana Group had taken an initiative in this direction and the journey was embarked in the year 1987 by Shri G. Mangilal Surana in the memory of his father Shri Gulab Chand Surana by starting a hospital "Gulab Chand Surana Charitable Hospital"

The Gulab Chand Surana Charitable Hospital is engaged in community and social initiatives and plays an active role in serving rural community.

Vision, Mission and Core Values :

Vision: To serve each patient with compassion and love as we would do to our loved ones.

Mission: To develop, maintain and continuously improve our quality resources to the society by providing better care for better future.

Core value:

* Compassion

* Commitment to Quality

* Working Together

* Respect for the Individual

Gulab Chand Surana Charitable Hospital believes in 'Commitment to Care' and the initiative of this stands as the testimony.

The main objective of this foundation is to provide health care services to the people below and on poverty line.

It was founded as a clinic in 1987, and in the year 2011 it was converted to hospital.The hospital now covers 6000 sq ft area. It is being managed by 5 doctors and 10 assistants and with a provision of 10 beds. It has even added Physiotherapy centre in 2011. In the first year of the journey 25,079 patients were treated and the number has increased consistently and till date 2015, the total number of patients treated in the hospital are 9,42,936.

Former Years of Gulab Chand Surana Charitable Clinic :

The idea to start this foundation was to reach out to the rural community as they had no access to the proper medical facilities and to be a helping hand to them and this passion was turned into action by taking the first step in the year 1987 by establishing Gulab Chand Surana Charitable Clinic. The clinic was built on 1200 sq ft area. It had 2 permanent doctors, who were provided residence in the clinic so there could be 24/7 service for the people and 5 staff members to take care of the daily activities. There were only 3 to 4 beds available with 80 to 90 patients treated daily, who came from 25kms of the radius to visit the clinic and avail the services. There were weekly camps held such as eye care, dental care and various vaccination for children and even skin diseases were taken care of.

Current activities in Gulab Chand Surana Charitable Hospital :

With 28 years of services for the people, Gulab Chand Surana Charitable Clinic has immensely grown. Presently the hospital has grown to 6000 sq ft area with 5 doctors and 10 staff members. The small steps have taken a large leap in the foundation and the passion to serve people has emerged and is increasing. The general clinic has even added a physiotherapy centre and weekly camps now even include thyroid checkup, heart care tips, blood grouping, glucose provision and much more. The only thing that remains constant in all these years is the trust of the people towards the foundation and till date 9 lakhs plus patients are treated here.

Future Years :

Gulab Chand Surana Charitable Hospital still yearns to grow more and by providing every possible services under one roof to its people with the best quality. Future plans of the hospital includes - opening an eye care centre and a thyroid centre by providing daily services rather than weekly camps. It even desires to include specialised doctors in various fields so the rural community has an access to it in the right means.

Management:

Gulab Chand Surana Charitable Hospital is located at Bollarum village. The charitable clinic is founded by Sri G.M. Surana, Chairman - Sri Narender Surana, Vice Chairman - Sri Devendra Surana, Secretary - Sri Anand Swarup Bora and 6 Executive Committee members.

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 Annexure-II.

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. This policy is posted on the website of company.

HUMAN RESOURCES:

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes 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 "Annexure-I" 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 redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) 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;

Name of the Director Ratio to Median Remuneration

Shri Manish Surana, WTD 56

(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 Manish Surana, WTD 162.50

Shri. Badarish H Chimalgi, 14.29 CS

(iii) The percentage increase in the median remuneration of employees in the financial year - 2%

(iv) The number of permanent employees on the rolls of company - 82

(v) The explanation on the relationship between average increase in remuneration and company performance; On an average, employees received an increase of 14.33%. 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 66.84 (KMP) during financial year 2014-15 (aggregated)

Total Revenue 12611.88

Remuneration (as % of Total Revenue) 0.53%

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

Particulars Unit As at As at 31.03.2015 31.03.2014

Closing rate of share Rs. 65.70 16.50 at BSE

EPS Rs. 1.71 0.62

No of Shares* 49206600 24603300

Market Capitalization Rs./ 32328.74 4059.54 Lac

Price Earnings ratio Ratio 38.43 26.85

* The face value of Equity shares of Rs. 10/- each has been subdivided into 2 equity shares of Rs.5/- each w.e.f. 26.11.2014.

(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 12.24%. Percentage increase in the managerial remuneration for the year was 142.16%.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; Remune- Remune- Total ration Name of Person ration Revenue as % of (Rs/ Lac) (Rs/ Lac) Total Revenue

Shri Manish Surana, 63.00 12611.88 0.50 WTD

Shri. Badarish 3.84 12611.88 0.03 H Chimalgi, CS

(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 received from the Company's Bankers and Officials of the concerned Government Departments, Employees and the Members for the confidence reposed by them in the management.

For and on behalf of the Board of Directors

NARENDER SURANA DEVENDRA SURANA MANAGING DIRECTOR DIRECTOR

Place : Secunderabad Date : 06.08.2015

Mar 31, 2014

The Members

The Directors have pleasure in presenting the 8th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2014, together with the Auditors Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year is summarized below. (Amount in Rs.)

Particulars 2013-14 2012-13

Sales and other Income 1,304,947,432 955,462,993

Profit before Depreciation, Interest and exceptional Items 123,572,480 96,876,478

DEDUCT :

Depreciation & Amortisation 32,831,104 23,193,503

Interest and Finance charges 29,087,008 29,828,921

Profit for the year before exceptional items 61,654,368 43,854,054

Less: Prior period Adjustments - -176,715

Less: Amortisation of Intangible Assets 8,118,817 8,118,813

Profit before Taxation 53,535,551 35,911,956

Provision for Taxation :

Current Tax 10,894,174 7,200,000

Deferred Tax 167,720 2,408,000

MAT Entitlement Credit 12,123,977 -

Taxes for Earlier Years - 408,349

Profit after Tax 30,349,680 25,895,607

Surplus brought forward from previous year 16,190,015 44,079,208

Balance available for appropriation 46,539,695 69,974,815

APPROPRIATION:

Dividend 24,603,300 24,603,300

Tax on Dividend 4,181,500 4,181,500

Transfer to General Reserves 10,000,000 25,000,000

Balance c/f to Balance Sheet 7,754,895 16,190,015

TOTAL 46,539,695 6,997,4815

OPERATIONS:

During the year under review, the Income from Operations is Rs. 1,290,544,155 as against Rs. 949,090,083 for the corresponding previous year. The Profit Before Tax is Rs. 53,535,551 as against Rs. 35,911,956 for the previous year. The Profit After Tax is Rs. 30,349,680 as against Rs. 25,895,607 for the corresponding period. The Basic Earnings Per Share for the year-ended 31st March 2014. is Rs. 1.23 as against Rs. 1.05 for the corresponding previous year ended 31st March 2013.

DIVIDEND:

Your Directors are pleased to recommend Dividend @ 10% amounting to Rs. 24,603,300 for the year ended 31st March 2014. This will entail an outflow of Rs. 28,784,800 (inclusive of tax thereon).

RESERVES

During the year the Company has transferred an amount of Rs. 10,000,000 to General Reserves Account.

FUTURE BUSINESS PLAN:

The company plans to set up a 110MW PV cell line as part of backward integration. With Government policy to protect and promote domestic solar industries by way of imposing anti dumping duty and floating of various tenders for solar power plants, the outlook of the company remains positive

FIXED DEPOSITS

The Company has not accepted any deposits from the public for the year under review within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

In accordance of the provision of Companies Act, 2013 and Articles of Association of the Company, Shri. Devendra Surana, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Shri. Ramaiah Alapakam was appointed as Additional Director on 11th August, 2014 and is hereby proposed to be appointed as Director of the Company. Shri. M V Sharath Babu ceased to be a Director from the Board of the Company w.e.f 11th August, 2014. The Board records its appreciation & recognition for the valuable contribution and services rendered by Shri. M V Sharath Babu.

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 01st Aprial, 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 S R Vijaykar, Shri Dr. R N Sreenath and Shri. Nirmal Kumar Jain whose office shall not be liable to retire by rotation at the ensuing Annual General Meeting of the Company

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

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.

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.

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)ofthe Companies Act, 1956.

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

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

i. 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;

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, 2014 on a ''going concern'' basis.

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

Information as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules, 1988, forms part of this Report and is annexed herewith.

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 received from the Company''s Bankers and Officials of the concerned Government Departments, Employees and the Members forthe confidence reposed by them in the management.

For and on behalf of the Board of Directors

Place: Secunderabad G.M. SURANA Date: 11.08.2014 Chairman

Mar 31, 2013

To The Members

The Directors have pleasure in presenting the 7th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2013, together with the Auditors Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year is summarized below.

(Rs.in Lakhs) Standalone Consolidated Particulars (Audited) (Audited) 2012-13 2011-12 2012-13

Sales and other Income 9,554.63 7,387.42 9,554.63

Profit before Depreciation, Interest and exceptional Items 968.76 698.22 967.75

DEDUCT:

Depreciation 231.94 223.07 231.94

Interest and Finance charges 298.29 357.03 298.29

Profit for the year before exceptional items 438.54 118.12 437.52

Less: Prior period Adjustments -1.77 -1.77

Less: Amortisation of Intangible Assets 81.19 73.85 81.19

Profit before Taxation 359.12 44.27 358.10

Provision for Taxation:

Current Tax 72.00 8.00 72.00

Deferred Tax 24.08 5.14 24.08

MAT Entitlement Credit (0.98)

Taxes for Earlier Years 4.08 4.08

Profit after Tax 258.96 32.11 257.93

Surplus brought forward from previous year 440.79 801.66 440.79

Balance available for appropriation 699.75 833.77 698.73

APPROPRIATION:

Dividend 246.03 123.02 246.03

Tax on Dividend 41.82 19.96 41.82

Transfer to General Reserves 250.00 250.00 250.00

Balance c/f to Balance Sheet 161.90 440.79 160.88

TOTAL 699.75 833.77 698.73

OPERATIONS:

During the year under review, the Income from Operations is Rs. 9,490.90 Lakhs as against Rs. 7,266.86 Lakhs for the corresponding previous year. The Profit Before Tax is Rs. 359.12 Lakhs as against Rs. 44.27 Lakhs for the previous year. The Profit After Tax is Rs. 258.96 Lakhs as against Rs. 32.11 Lakhs for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2013 is Rs. 1.05 as against Rs. 0.13 for the corresponding previous year ended 31.03.2012.

DIVIDEND:

Your Directors recommend Dividend @10% amounting to Rs. 246.03 Lakhs for the year ended 31st March 2013. This will entail an outflow of Rs. 287.85 Lakhs (inclusive of tax thereon).

RESERVES

During the year the Company has transferred an amount of Rs. 250 lakhs to General Reserves Account.

SUBSIDIARY

During the year under review, M/s. Surana Solar Systems Private Limited ceased to be subsidiary of the Company w.e.f 10th June 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, financial statements and related detailed information of Company''s Subsidiaries are available on the website of the Company and the same 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 Company for the financial year 2012-13. A statement of summarized financials of all subsidiary 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.

FUTURE BUSINESS PLAN:

The Company has initiated for setting up of 110 MW PV Cell Line for the existing manufacturing of Solar Modules. Apart from proposal to setup Cell line, the Company is about to expect vast improvement in performance of existing business due to favorable market conditions.

Looking forward, the Company''s Business strategy shall be to focus on the following areas

a) Continue with existing off-grid market with existing product mix and enlarge the market share.

b) To increase the market share in on-grid market segment.

c) To enlarge the export market.

d) To improve the relationship with customers by frequent interaction and continuous visiting to their places.

e) To establish a separate cell for taking care of customer grievances.

f) To participate in exhibitions in India and abroad to get visibility.

g) To set up small solar power projects of 1-5 MW capacity under REC mechanism.

FIXED DEPOSITS

The Company has not accepted any deposits from the public for the year under review within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri. O. Swaminatha Reddy and 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.

Shri. Nirmal Kumar Jain was appointed as Additional Independent Director on 05.02.2013 and is hereby proposed to be regularized as Independent Director w.e.f 27.09.2013 and Shri. Harish Nair ceased to be a Director from the Board of the Company w.e.f 06.05.2013.The Board records its appreciation & recognition for the valuable contribution and services rendered by Mr. Harish Nair.

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

AUDITORS

M/s. Sekhar & Co, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting and 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.

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.

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.

CREDIT RATING

Your Directors have pleasure to inform that CRISIL has reaffirmed BB /Stable rating for long term exposure and A4 rating for short term debt instruments of the Company. CRISIL had carried out a credit rating assessment of the company both for short term and long term exposures in compliance with BASEL II norms implemented by Reserve Bank of India for all banking facilities.

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.

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.

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

In Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, 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.

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

Information as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules, 1988, forms part of this Report and is annexed herewith.

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 received from the Company''s Bankers and Officials of the concerned Government Departments, Employees and the Members for the confidence reposed by them in the management.

By Order of the Board

For SURANA VENTURES LIMITED

Place: Secunderabad G.M. SURANA

Date :03.08.2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure in presenting the 6th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2012, together with the Auditors Report thereon.

FINANCIAL RESULTS:

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

(Rs. in Lakhs)

Particulars 2011-12 2010-11

Sales and other Income 7387.42 10,425.06

Profit before Depreciation, Interest and exceptional Items 697.11 2550.81 DEDUCT:

Depreciation and amortisation expenses 223.06 173.22

Interest and Finance charges 355.93 231.62

Profit for the year before exceptional items 118.12 2,145.97

Less: Prior period Adjustments - (0.11)

Less: Amortisation of Intangible Assets 73.85 71.40

Profit before Taxation 44.27 2,074.68 Provision for Taxation:

Current Tax 8.00 414.00

Deferred Tax 5.14 36.39

MAT tax Expense/(Credit) (0.98) (21.03)

Profit after Tax 32.11 1,645.32

Surplus brought forward from previous year 801.66 393.24

Balance available for appropriation 833.77 2,038.56 APPROPRIATION:

Dividend 123.02 246.03

Tax on Dividend 19.96 40.87

Transfer to Debenture Redemption Reserve - 450.00

Transfer to General Reserves 250.00 500.00

Balance c/f to Balance Sheet 440.79 801.66

TOTAL 833.77 2,038.56

OPERATIONS:

During the year under review, the Income from Operations is Rs. 7266.86 Lakhs as against Rs. 10233.89 Lakhs for the previous year. The Profit Before Tax is Rs. 44.27 Lakhs as against Rs. 2074.68 Lakhs for the previous year. The Profit After Tax is Rs. 32.11 Lakhs as against Rs. 1645.32 Lakhs for the previous period. The Basic Earnings Per Share for the year-ended 31.03.2012 is Rs. 0.13 as against Rs. 6.69 for the corresponding previous year ended 31.03.2011.

Although the year started on a very positive note, the sudden developments taken in the Solar Sector impacted the performance of the company adversely. There was a sharp fall in the price of material by about 40% (approx) due to which the Company suffered losses in the inventory holding. This coupled with unfavourable customs duty structure on import of raw materials of cell and module manufacturing and dumping of cheap cell/ modules by China has worsened the situation for the sector. The increase in interest rate and appreciation of US $ by about 10% during financial year also impacted the performance. In spite of these un-favourable factors the company was able to achieve a turnover of Rs. 7266.86 Lakhs with a moderate profit after tax of Rs. 32.11 Lacs.

DIVIDEND:

Your Directors recommend Dividend @ 5% amounting to Rs. 123.02 lakhs for the year ended 31st March 2012. This will entail an outflow of Rs. 142.97 lakhs (inclusive of tax thereon).

FUTURE PROJECTIONS:

In the year 2010-11, the company has initiated action for setting up of 35 MW PV Cell line as backward integration for the existing manufacturing of Solar Modules. This was done to increase the margin in value chain and also to comply with NVVN requirement of using indigenously manufactured cells for power projects to be allotted under JNNSM. However, due to deterioration in the outlook for the sector mainly on account of European economic crisis, withdrawal of subsidy by some western countries and dumping of solar cells by China, the company, has during the financial year 2011-12 taken conscious decision of deferring the implementation of the project till the situation for cell manufacturing improves.

Looking forward, the Company's Business strategy shall be to focus on the following areas

a) Continue with existing off-grid market with existing product mix and enlarge the market share.

b) To increase the market share in on-grid market segment.

c) To enlarge the export market.

d) To improve the relationship with customers by frequent interaction and continuous visiting to their places.

e) To establish a separate cell for taking care of customer grievances.

f) To participate in exhibitions in India and abroad to get visibility.

g) To set up small solar power projects of 1-5 MW capacity under REC mechanism.

FIXED DEPOSITS

The Company has not accepted any deposits from the public for the year under review within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri G M Surana and 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.

Shri. Harish Nair who was appointed as Additional Director on 28.07.2012 is here by proposed to be regularized as the Director w.e.f. 29.09.2012.

The brief particular of the Directors seeking appointment / re-appointment at this Annual General Meeting is annexed to the Corporate Governance 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 (1 B) of Section 224 of the Companies Act, 1 956.

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

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

i. 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;

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,

1 956 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, 2012 on a 'going concern' basis.

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

Information as required under Section 217 (1) (e) of the Companies Act, 1 956 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules, 1988, forms part of this Report and is annexed herewith.

PARTICULARS OF EMPLOYEES

During the period under review, there are no employees covered under Section 21 7(2 A) of the Companies Act, 1 956 read with Companies (Particulars of the Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Board desires to place on record its sincere appreciation for the support and co-operation received from the Company's Bankers and Officials of the concerned Government Departments, Employees and the Members for the confidence reposed by them in the management.

By Order of the Board For SURANA VENTURES LIMITED

Place: Secunderabad G.M. SURANA

Date : 28th July, 2012 CHAIRMAN

Mar 31, 2011

The Members

The Directors have pleasure in presenting the 5th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2011, together with the Auditors Report there on.

FINANCIAL RESULTS:

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

(Rs. in lacs)

Particulars 2011 2010

Sales and other Income 10,425.06 3,163.02

Profit before Depreciation, Interest and exceptional Items 2,544.34 780.07

DEDUCT :

Depreciation 166.75 17.44

Interest 231.62 67.20

Profit for the year before exceptional items 2,145.97 695.43

Less: Prior period Adjustments ( 0.11) 0.18

Less: Amortisation of Goodwill 71.40 71.40

Profit before Taxation 2,074.68 623.85

Provision for Taxation :

Current Tax 414.00 104.52

Deferred Tax 36.39 2.59

MAT Entitlement Credit (21.03) (104.28)

Income Tax in respect of earlier years - (0.09)

Profit after Tax 1,645.32 621.11

Surplus brought forward from previous year 393.24 (77.87)

Balance available for appropriation 2,038.56 543.24

APPROPRIATION:

Dividend 246.03 -

Tax on Dividend 40.87 -

Transfer to Debenture Redemption Reserve 450.00 150.00

Transfer to General Reserves 500.00 -

Balance c/f to Balance Sheet 801.66 393.24

TOTAL 2,038.56 543.24

OPERATIONS:

The financial year 2010-11 was year of consolidation and growth. The de-merger scheme was successfully implemented after obtaining requisite approvals. The equity shares of the Company were listed on Stock Exchanges w.e.f. 7th January, 2011.

The Income from Operations is Rs. 10233.89 Lakhs as against Rs. 2933.83 Lakhs for the corresponding previous year. The Profit Before Tax is Rs. 2145.97 Lakhs as against Rs. 695.43 Lakhs for the previous year. The Profit After Tax is Rs. 1645.32 Lakhs as against Rs. 621.11 Lakhs for the corresponding period. The Company recorded a huge increase in turnover mainly due to increase in production and increase in revenues from Solar Cells and Multi Crystalline Wafers. The Basic Earnings Per Share for the year-ended 31.03.2011 is Rs. 6.69 as against Rs. 2.52 for the corresponding previous year ended 31.03.2010.

LISTING OF EQUITY SHARES:

During the year 2010-11 the Company allotted 1,56,03,300 equity shares to the Shareholders of M/s Surana Telecom and Power Limited as per the terms of the Scheme of Arrangement between the Company and M/s Surana Telecom and Power limited. The Company's shares were listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited w.e.f. 07.01.2011.

DIVIDEND:

Your Directors recommended a Dividend @ 10% amounting to Rs. 246.03 lakhs for the year ended 31st March 2011. This will entail an outflow of Rs. 286.89 lakhs (inclusive of tax thereon).

FUTURE PROJECTIONS

In order to capture the better margin in value chain of solar manufacturing business, the Company has undertaken following steps during the year 2010-11 which shall be commissioned in the year 2011-12.

1. Backward integration by way of installing 35 MW PV Cell line from Germany at a cost of Rs. 90 crores (appx).

2. Installation of fully automated Solar Module Plant at a cost of Rs. 10 crores (appx).

The company has already placed orders for 35 MW Cell line and the work relating to provision of auxiliary facilities including construction of buildings is in progress. The expected date of commencement of trial run is October, 2011.

FIXED DEPOSITS

The Company has not accepted any deposits from the public for the year under review within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

In order to comply with Section 256 of The Companies Act 1956 and Articles of Association of the Company Shri. Devendra Surana and Shri S.R. Vijayakar, 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 Company's Bank Borrowings.

Sl No Nature of Borrowing Rating

1 Long Term Loan BB /Stable

2 Cash Credit BB /Stable

3 Letter of Credit P4

4 Bank Guarantee P4

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

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

i. 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;

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, 2011 on a 'going concern' basis.

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

Information as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules, 1988, forms part of this Report and is annexed herewith.

PARTICULARS OF EMPLOYEES

During the period under review, there are no employees covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975.

Pursuant to Clause 3.14 of Sanctioned Scheme of Arrangement approved by Hon'ble High Court of Andhra Pradesh, all the employees of "Solar Undertaking" of M/s Surana Telecom and Power Limited became the employees of the Company w.e.f 28.07.2010 being the effective date of transfer. Smt Sunita Surana, wife of Shri Narender Surana, Managing Director of the Company, was working as "Public Relations (Manager)" in "Solar Undertaking" of M/s Surana Telecom and Power Limited and became the employee of the Company w.e.f 28.07.2010 as per the sanctioned Scheme of Arrangement.

ACKNOWLEDGEMENTS

The Board desires to place on record its sincere appreciation for the support and co- operation received from the Company's Bankers and Officials of the concerned Government Departments, employees and the members for the confidence reposed by them in the management.

By Order of the Board

For SURANA VENTURES LIMITED

Place : Secunderabad G.M. Surana

Date : 05.08.2011 Chairman

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