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Directors Report of Surya Roshni Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the Forty Second Annual Report of the Company for the year ended 31st March, 2015.

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

Particulars F.Y. F.Y. 2014-2015 2013-2014

Gross Income 2857.10 3030.97

Profit before Interest and 226.82 237.24 Depreciation

Finance Cost 109.00 114.47

Gross Profit 117.82 122.77

Provision for Depreciation 56.04 55.64

Net Profit Before Tax 61.78 67.13

Provision for Tax 7.69 13.77

Net Profit After Tax 54.09 53.36

Balance of Profit brought forward 334.58 292.35

Balance available for appropriation 388.67 345.71

Proposed Dividend on Equity 4.38 4.38 Shares

Tax on proposed Dividend 0.89 0.75

Transfer to General Reserve 6.00 6.00

Surplus carried to Balance Sheet 377.40 334.58

In the fiscal year under review, the revenue from operations of your Company is Rs. 2857.10 crore as compared to Rs. 3030.97crores last year. The Profit After Tax stood at Rs. 54.09 crores as compared to Rs. 53.36 crores last year, registering a marginal increase of 1.37%.

LIGHTING DIVISION

During the year under review, Lighting Division continued to innovate and set new benchmarks. Lighting Division surpassed all the past records and achieved new milestone by recorded ever highest sales of Rs.130 Crores in the month of March, 2015, which are highest one in any single month by Lighting Division of the Company in the history of Surya Roshni. As on date, we are the second largest lighting Company of the country commanding a market share in excess of 25%.

The performance of the division during the year shows good growth. Revenue from operation of the division increased to Rs.1149.54 crores as compared to Rs.1077.19 crores last year, an increase of 6.72 % over the previous year. The higher sales have partly been accounted by new products and geographical expansion.

We became the first lighting company in India to introduce energy-efficient lighting solutions. The recently launched LED add a great amount of colour & class as well as complimenting the existing range of our products which include CFL, Tube Light, GLS, Luminaries and Accessories, High Mast Lighting Systems, Lighting Poles etc.

LED Bulb has long life (up to 50,000 hours), wide range of operating voltage (110v – 300v), free of mercury and substantial energy savings. LED Luminaire series consist of a wider basket of luminaries catering to different applications for indoor or outdoor illumination.

STEEL DIVISION

Steel Industry has continued to be passing through a hard time rough since last 3 years and the demand/supply gap has been widened in-spite of the fact that steel prices fallen globally by 20% in the year. Unfortunately domestic steel prices particularly in North India has been reduced by only 15% as compared to the global melt down of over 20%. Therefore the companies face a tough competition in the market and margins are squeezed substantially. The revenue from operations of the divisions stood at Rs. 1707.56 crores as compared to Rs. 1953.79 crores in the last financial year.

The Company has initiated steps to increase presence in infrastructure segment and increased structural pipe sales by almost 63% as compared to the past year. The Company expects growth in the structural pipe segment with annual CAGR of more than 50% in coming 4/5 years. Due to the rise of demand in infrastructure sector and based on the policies of new stable government at the centre the demand for steel pipes was supposed to enhance substantially last year, but it seems that actual execution is taking some more time and hopefully the pipe and steel market should revive in second half of the current year. Till time we have to fight and keep present business intact in the market though profitability will be affected during first half of the year.

FUTURE PROSPECTS LIGHTING DIVISION

Electric light, once considered as night time substitute for day light, becomes 24x365 hours companion in all of human activities. Lighting is always a prime necessity in the modern world. With the increase in residential houses, the demand for lighting and consequently the lighting industries are growing at tremendous pace. With growing demand for lighting products, the Lighting industry make valuable contribution in the growth and progress of our economy.

Surya Roshni brings brightness to many homes every evening in over 44 countries across the globe as it has an exhaustive range of luminaries and accessories to meet the requirements of every segment of the society.

SuryaRoshni's, ongoing commitment and dedication have pushed the boundaries of design and technology and relentlessly innovate and create products that are not only energy efficient but also environment friendly. Surya LED is the luminaire of the future and is transforming the nature of lighting, Company move up to the next level of Energy Savings and rightly recognized as "Surya, the Art of LED Lighting". In view of the Government

initiatives towards developing "100 Smart Cities" and inspired by Prime Minister "Make in India" project, Surya start in-house production of indoor and outdoor LED product, LED Bulb, LED candle lamps, LED coloured lamps, down lighter, Street Lights fittings and thus developed LED (a green technology). This energy efficient luminary is available in many mounting options to offer a flexible LED lighting solution which took the LED market by storm.

Surya, understands in-depth the needs of its customers which guide it in adapting its technology to suit their new requirements and thus offered a vast range of product line - up including Tube Lights, GLS, CFL Lamps, wide range of LED's, HPSV / Metal Halide Lamps, Street Lighting and High Mast etc and thereby participate in the growing infrastructure sector.

India, being home to the largest working population is witnessing a surge in office lighting and home lighting solutions. Through whole hearted efforts and better commitment at all levels and having large distributor strength across pan - India, we at Surya will be provide a more healthy growth and profitability in the years to come.

LUMINAIRE BUSINESS GROUP (LBG)

Financial year 2014-15 was a fairly good year for Surya LBG and the growth was in line with the industry growth. Surya LBG has made significant progress in acquiring new customers which has helped in the overall performance.

LED business is the order of the day and Surya LBG has added a host of LED products in it's product portfolio. Surya, present LED share is around 35% of the total lighting turnover in the luminaire segment. LBG is well equipped to meet the challenges of LED technology and the ever increasing customer expectations. The complete range of products including LED products helps us in providing the much desired total lighting solution. The most advanced Surya R&D center ensures that highly efficient and top quality products are delivered.

Our country wide dealer network is our strength and this helps us to be present in every nook and corner of India and provide after sales supports to the clients.

Current Financial Year 2015 -16 is a promising year for LBG with major focus on LED business, EPC business and major government and industrial segment. LBG is well poised to register a healthy growth both in top line as well as bottom line.

RESEARCH AND DEVELOPMENT CENTRE

Being a leader of lighting industry in India, Surya has conclusively embarked upon to bring the revolution in the world of lighting by setting up a state of the art lighting laboratory & research centre, Surya Technology & Research Centre (STIC), at Noida. It is a jewel in the crown of Surya.

STIC is equipped with the most advanced photometric laboratory which houses High speed automatic Mirror Gonio–Photometer from LMT, Germany --- the best equipment available for measurement of light & optical design of lighting systems.

For the last few years, STIC Noida has focused on research of LED luminaries and has created a wide product portfolio for both indoor & outdoor applications.

Since any LED System is solid state lighting (SSL) which necessarily incorporate major contribution from lighting electronics design in conjunction with thermal, optical and mechanical design, STIC has adequately invested in expert human resource and design / testing equipment's. STIC has computer aided design (CAD) facilities with advanced software for thermal and mechanical simulations. Testing facilities of Thermal, Mechanical, Environmental and all kinds of Electrical & Safety parameters of luminaries are available at STIC.

STIC has been recognized as an R & D Centre by DSIR (Department of Scientific & Industrial Research, Ministry of Science & Technology) and also it has been listed as one of the best testing laboratories in India by BEE (Bureau of Energy Efficiency), for the measurement complying BIS Standard / International Standard of LED Lighting system. Further Photometric Laboratory and Testing has received NABL accreditation. Last but not least, STIC is a Green Building with LEED Platinum certification and process of accreditation is going on.

With all this, Surya is proliferating with the Research, Design & Development of the most energy efficient, safe, reliable& environment-friendly lighting products and providing guidance and direction towards evolving a "Green India".

FAN DIVISION

Surya Roshni launched Fans in Indian market in January 2014 under its brand name Surya and achieved great acceptance with more than 20,000 distributors of their lighting products.

2014-2015 was the first complete year for fans sales and Company achieved great success and sold 8,00,000 fans in the year. The acceptance of the brand Surya fans was good amongst distributors, retailers as well as customers.

Company started with standard and economy segment in Ceiling fans and complete range of table, wall, pedestal and exhaust fans, but encouraged by the success and demand in the market, added Value added fans , like decorative ceiling fans, high speed wall and pedestal fans, tower and cabin fans, which will give edge to the brand image and place the Surya brand amongst the best in the fan industry.

Surya has taken a target of selling 15,00,000 fans in the year 2015-2016 and plan to add many more value added niche products in the range.

During the year, Surya also added Home Appliances business by introducing heating products like water heaters, heat convectors immersion rods in the month of October and subsequently adding irons and mixers. These products also have been accepted with great enthusiasm by the trade and company plans to do Rs. 40 crore business in this segment also in the current financial year.

STEEL DIVISION

India has become the Global Pipe manufacturing hub primarily due to the benefits of its low costs, higher quality and geographical advantages. The global accreditations and certifications that the Indian companies possess have made them proffered suppliers for many leading Oil & Gas companies in the world and particularly those in Middle East, North America and Europe. The expanding infrastructure, Oil & Gas construction sectors have been the main growth divers for steel industry that includes steel pipes.

Apart from the global opportunity, the pipe industry has emerged with the scenario of huge demand due to start- up of held up infrastructure project and policies of new stable government at the centre. All-round demand in agriculture, housing, urban as well as rural development, infrastructure requirement, Oil & Gas line pipe and city gas distribution is envisaged which will give a boost to the pipe industry in the forth coming period.

Surya, the largest GI pipe manufacturer in India understands in-depth the needs of its customers which guide it in adapting its technology to suit their new requirements and thus producing 1/2"- 104" Dia- pipes for agriculture, household and Oil & Gas sector. It produces API pipes for India and for exports and currently introduced section pipes in Steel Range to increase the product basket to achieve higher market share.

Further our commitment to deliver world class products to our clients/customers in the shortest time lag enabled us to establish presence all concerns of India and globally.

2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

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

3 CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

4 DIVIDEND:

The Board considering the Company's performance and financial position for the year under review,

recommended payment of dividend of Re. 1.00 per equity share of Rs. 10/- each on the Rs. 43,83,12,500 Equity Share Capital of the Company, for the year ended 31st March,2015 subject to the approval of the members at the ensuing Annual General Meeting.

Together, with Corporate tax on dividend, the total outflow on account of equity dividend will be Rs. 5.30 crores

The dividend on equity shares, if approved at the Annual General Meeting, will be payable to those shareholders whose names appear on the Company's register of members on 28th August, 2015. In respect of shares held in dematerialised form, the dividend shall be payable on the basis of beneficial ownership as at the end of 24th August, 2015, as per the details furnished by National Securities Depository Ltd./ Central Depository Services (India) Ltd. for the purpose, as on that date.

5 BOARD MEETINGS:

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

During the last financial year, our Board met four times, on 30th May, 2014; 11th August, 2014; 14th November, 2014 and 13th February, 2015.

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL:

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

Re-appointment of Managing Director

As per the provisions of Section 196,197,198,200, 203 and Schedule V of the Companies Act, 2013, during the year under review, shareholders in its 41st Annual General Meeting of the Company held on 5th September, 2014 at Prakash Nagar Sankhol, Bahadurgarh – 124507 (Haryana) approved the reappointment of Sh. Raju Bista as Managing Director (DIN – 01299297) for a consecutive period of five years from 18th June, 2014 to 17th June, 2019. at the terms as set out in the agreement executed between the company and Sh. Raju Bista.

Appointment of Independent Directors

During the year under review, shareholders in its 41st Annual General Meeting of the Company held on 5th September, 2014 at Prakash Nagar Sankhol, Bahadurgarh – 124507 (Haryana) approved the appointment / reappointment of following directors as mentioned below as an Independent director of the Company for a consecutive period of five years. The details are as follows:

Name of the Appointed Director Period of Appointment Identification

Independent Director Number (DIN) From To

Krishan Kumar Narula 00098124 05.09.2014 04.09.2019

Ravinder Kumar Narang 02318041 05.09.2014 04.09.2019

Utpalkumar Anil Kumar 02766045 05.09.2014 04.09.2019 Mukhopadhya

Tara Sankar Sudhir 00157305 05.09.2014 04.09.2019 Bhattacharya

Sudhanshu Kumar Awasthi 02162923 05.09.2014 04.09.2019

Surendra Singh Khurana 02126149 05.09.2014 04.09.2019

The above said Independent directors of the Company satisfied the provisions of Section 149, 150, 152 160 and Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and the definition of independent directors and other related provisions as specified under Clause 49 (II B) of the Listing Agreement.

As all the above named Independent Director of the Company hold office for the first term for a consecutive period of five years up to 4th September, 2019 , no re¬appointment of Independent directors for second term by way of special resolution is made during the year as per the provisions of section 149(10) of the Companies Act, 2013.

Appointment of Woman Director

The Board through Circular Resolution have appointed Dr.Salila Tiwari as an Additional Director (Woman) of the Company w.e.f 31st March, 2015 as per the provisions of Section 161 and in compliance of second proviso to Section 149(1)of the Companies Act, 2013 and further in compliance of Clause 49(II)(A) of Corporate Governance of the Listing agreement read with SEBI Circular dated 15th September, 2014.

Appointment of Key Managerial Personnel (KMPs)

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

Name of the official(s) Key Managerial Personnel (KMPs)

Sh. Raju Bista Managing Director

Sh. Tarun Baldua C.E.O. - Steel Operations

Sh. R N Maloo Chief Financial Officer

Sh. B B Singal Company Secretary

7 DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

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

FAMILARISE PROGRAMME FOR INDEPENDENT DIRECTORS

In view of the provisions of Clause 49 of the Listing Agreement and Companies Act, 2013, a familiarise programme for Independent Directors was organised during the year to make them aware of their role , responsibilities , duties and rights in the Company. A detailed familiarisation programme was presented by Corporate Professionals, a leading firm of Corporate law Consultants which was keenly participated by every Independent Director on the Board of the Company and express happiness over the same. The detailed familiarisation programme for Independent Directors was uploaded on the website of the company at the following link: http://www.surya.co.in/independent-directors.php

8. COMPOSITION OF AUDIT & OTHER COMMITTEES

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



Name of the Members Director Identification Category No.

Sh. K.K. Narula 00098124 Chairman

Independent-Director

Sh. TaraSankar Bhattacharya 00157305 Member

Independent-Director

Sh. Utpal K Mukhopadhyay^ 02766045 Member

Independent-Director

Sh. Mukesh Tripathi 01951272 Member

Non Independent- Director

^Inducted on 30th May, 2014 by re-constitution of Committee

All members of audit committee are financially literate and Shri K K Narula, Shri T S Bhattacharya and Shri U K Mukhopadhyay have accounting and related financial management expertise. Audit Committee as formed above meet the criteria as provided in clause 49(III) of the Listing Agreement with the Stock Exchanges and also meet the provisions of Section 177 of the Companies Act, 2013.

The Audit Committee is responsible for overseeing of the company's financial reporting process, reviewing the quarterly/half-yearly/ annual financial statements, reviewing with the management on the financial statements and adequacy of internal audit function, recommending the appointment / re-appointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings / related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operation. Matters to be included in Director's Responsibility Statement form part of the Board Report, compliance with listing and other legal requirements relating to financial statements, scrutiny of inter-corporate loans and investments, valuation of undertaking or assets of the company. The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company. The Committee discussed with the external auditors their audit methodology, audit planning and significant observations / suggestions made by them. The Committee also discussed major issues related to risk management and compliances and review the functioning of Whistle Blower mechanism.

Audit Committee acts according to the provisions of clause 49(III) of the listing Agreement with the Stock Exchanges and as per the provisions of Section 177 of the Companies Act, 2013. Audit Committee of the Company discharged its role and duties with great commitment and further any recommendations made by the Audit committee within the terms of its reference is considered and approved by the Board accordingly. No recommendation of the Audit Committee is turned down during the year under review

Nomination and Remuneration Committee The composition of the Committee is as follows:

Name of the Member Position Category & Din

Sh. K.K. Narula Chairman Non-Executive, (00098124) Independent

Sh. Ravinder Kumar Narang Member Non-Executive, (02318041) Independent

Sh. Mukesh Tripathi Member Non-Executive, (01951272) Non Independent

The Nomination and Remuneration Committee is responsible for-

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

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

In addition, the Committee discharged such other role/function as envisaged under clause 49-IV of the Listing Agreement of the Stock Exchanges and as per the provisions of Section 178 of the Companies Act, 2013.

Remuneration Policy

Remuneration Policy as framed by the Committee and approved by the Board keeping in view the provisions of Section 178 of the Companies Act, 2013 and Clause 49¬ IV of the Listing Agreement becomes effective from 1st October, 2014. The policy inter alia provides for the following:

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

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

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

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

e. fulfill the Company's objectives and goals, including in relation to good corporate governance , transparency and sustained long term value creation for its stakeholders.

EVALUATION CRITERIA

i. The Nomination and Remuneration Committee shall carry out evaluation of performance of every Director, KMP, Senior Management Personnel, and Functional Heads.

ii. The Committee shall consider the following factors when reviewing a potential candidate for Board/ KMP/ Senior Management/ Functional Head:

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

b. Potential conflicts of interest, and independence;

c. Detailed background information and performance track record;

d. the ability to exercise sound business judgment;

e. availability to attend Board and Committee meetings; and

f. appropriate experience and/or professional qualifications.

Stakeholder's Relationship Committee Composition / name of members and chairperson

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

Name of the Member & Din Position Category

Sh. K.K. Narula Chairman Non-Executive, (00098124) Independent

Sh. Ravinder Kumar Narang Member Non-Executive, (02318041) Independent

Sh. Raju Bista Member Executive, Non (01951272) Independent

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

http://www.surya.co.in/2015/downloads/whistle¬blower-policy.pdf

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

The Board of Directors of the Company confirm:

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

ii. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the annual accounts on a "going concern" basis.

v. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

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

Company has a non-listed Indian Associate Company named as Surya Global Steel Tubes Limited and an amount of Rs. 50,00,00,000 is invested in the said company as on 31st March, 2015. Statement containing salient features of the financial statement of associate company in Form AOC – 1 form part of the Annual Report.Pursuant to the third proviso to Rule 6 of the Companies (Accounts) Rules, 2014, there is no need for Consolidation of associate accounts.Further during the year under review, no company have become / ceased to be our subsidiary / Associate Company.

12 EXTRACT OF ANNUAL RETURN:

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

13 AUDITORS AND AUDIT REPORT: STATUTORY AUDITORS

The Statutory Auditors, M/s Sastry K. Anandam & Company, Chartered Accountants (Firm Registration no-000179N) hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re¬appointment for a period of one year i.e. from the conclusion of the ensuing Annual General Meeting to the conclusion of the next Annual General Meeting. The Certificate from the auditors have been received to the effect that their re-appointment,if made, would be in accordance with the conditions as specified under section 139(1) of the Companies Act, 2013 and they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remarks.

COST AUDITOR

The Board has appointed M/s R J Goel & Company (a Cost auditor firm) as Cost Auditors for conducting the audit of the cost records of the Company for the financial year 2014-15.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Messrs S G S Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith & marked as Annexure-II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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

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

15 DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

(a) Accepted during the year: NIL

(b) Remained unpaid or unclaimed as at the NIL end of the year:

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

I. at the beginning of the year: NIL

ii. maximum during the year: NIL

iii. at the end of the year: NIL

(d) Details of deposits which are not in NIL compliance with the requirements of Chapter V of the Act:

Note:

As per the provisions of Section 74(1) (b) of the Companies Act, 2013, deposit accepted by a company before the commencement of Companies Act, 2013, the amount of such deposits or part thereof or any interest thereof shall be repaid within one year from the commencement of this Act.

In view of the said provisions, Company had made pre- payments, re-payments or outstanding unclaimed deposits on or before 31st March, 2015 to all the public depositor of the Company.

As on date, all depositors have encashed their payment cheques except that of 171 depositors amounted to Rs. 87.67 lakhs to whom cheques were issued but not yet cleared.

16 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant material orders passed by the regulators / Courts / Tribunals which impact the going concern status of the Company and its future operations during the year.

17 INTERNAL FINANCIAL CONTROLS

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

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

18 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

However, as per the provisions of Section 186 of the Companies Act, 2013 / Clause 49 of the Listing Agreement, members of the Company through Special Resolution passed in its 41st Annual General Meeting of the Company held on 5th September, 2014 at Prakash Nagar Sankhol, Bahadurgarh – 124507 (Haryana) have accorded their assent that Company continue to provide financial support by way of providing guarantee(s) or security(ies) to Banks to the extent of Rs. 135 Crore in regard to financial support provided by banks to Surya Global Steel Tubes Limited (an Associate Company) till the repayment of said loans by Surya Global steel Tubes Limited.

19 RISK MANAGEMENT POLICY:

In line with the provisions of Section 134(3)(n) of the Companies Act, 2013 and clause 49 of the Listing Agreement, Company have developed a Risk Management Policy for ensuring sustainable business expansion with stability and to promote an upbeat approach towards risk mitigation and minimization. The main objectives of the Risk Management Policy are:

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

To protect brand value through strategic control and operational policies;

To establish a framework for the Company's risk management process and to ensure company- wide implementation;

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

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

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

1. Strategic Risks

2. Industry and Competition Risks

3. Risk of Cost Material Prices

4. Risk of Technical Obsolescence

5. Financial Risk

6. Compliance Risk

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

No risks threatening the existence of the organization have been identified. However there are other risks against which adequate mitigation plans are prepared.

20 CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

Composition / Category / name of members and chairperson

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

S. No. Name of the Members DIN Category

1 Sh. Jai Prakash Agarwal 00041119 Member

2 Sh. Raju Bista 01299297 Member

3 Sh. K K Narula 00098124 Chairman

4 Sh. Mukesh Tripathi 01951272 Member

During the last financial year four CSR Committee meetings were held on 30th May, 2014 ;11th August, 2014 ; 14thNovember, 2014 and 13th February, 2015.

To attain the objectives of Corporate Social Responsibility in a professional and integrated manner CSR Committee framed the Corporate Social Responsibility Policy of the Company (referred to as "CSR Policy").

"Surya Roshni Limited CSR Policy" framed as per the provisions of Section 135 and Schedule VII of the Companies Act, 2013 , describes and contains the Company's philosophy for delivering its responsibility as a corporate citizen and lays down the guidelines, process and mechanisms for undertaking socially useful programmes for welfare and sustainable development of the community at large. The key objective is to eradicating hunger, poverty and malnutrition; Promoting

health care; making available safe drinking water & Sanitation; Promoting education; enhancing vocational skills & livelihood enhancement projects; Women empowerment; Promoting of home and hostels for women and orphans; Reducing inequality faced by socially and economically backward groups; Animal welfare /animal care; Promoting Art & Culture; Contribution to Prime Minister Relief Fund; Rural development projects; and addressing environmental issues.

Company discharged its responsibilities through Surya Foundation a social NGO established in 1992 with established track record of more than 20 years, to undertake CSR related activities and further is an eligible implementing agency in accordance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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

During the year under review, Company spends Rs. 1.30 crores on corporate social activities being two percent of the average net profits of the company made during the three immediately preceding financial years.

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

Company had spent during the year an amount of Rs. 1.30 Crore on corporate social activities being not less than two percent of the average net profits of the company made during the three immediately preceding financial years as required under the provisions of Section 135(5) of the Companies Act, 2013. No amount was left unspent during the year under review on corporate social responsibility activities. Annual Report on CSR activities is annexed as Annexure-IV to the Board's Report.

21 RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements or transactions at arm's length basis with related parties referred to in Section 188(1) in Form AOC- 2 is provided in Annexure¬V to the Board's Report.

As per the requirements of section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and clause 49 of the listing Agreement, Board has framed Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transaction, to ensure the proper approval and reporting of transactions between the Company and its Related Parties.

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

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the following link

http://www.surya.co.in/2015/downloads/RPT-Policy.pdf

Your Directors draw attention of the members to Note No. 30 to the financial statement which sets out related party disclosures.

22 ANNUAL EVALUATION OF DIRECTORS AND BOARD AS A WHOLE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause VII of Schedule IV of the Act and as per the provisions of Clause 49-IV of the Listing Agreement, Nomination and Remuneration Committee ("the Committee") has formulated "Nomination and Remuneration Policy" for Directors, Key Managerial Personnel (KMPs) and other employees and further the "Performance Evaluation Policy has been devised for performance evaluation of Independent Directors, Board, Committees and other Individual Directors

On the basis of the recommendation received from Nomination and Remuneration Committee in regard to performance evaluation of Non- executive Directors including the chairman of the Company and the Board as a whole, Independent directors at its meeting review the ¬ Evaluation of the Performance of the Non – Independent Directors and the Board as a Whole.

Evaluation of the performance of the Board Committees including Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.

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

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

A separate exercise was carried out to evaluate the performance of individual Independent Directors by the Nomination and Remuneration Committee and submit its recommendation to the Board.

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

The Board the basis of the report submitted by the Nomination and Remuneration committee and Independent Directors in regard to performance evaluation of Independent Directors, Board, Committee and other Individual directors evaluate its own performance and of its committees and of the Independent Directors as per the provisions Section 134(3) (p) and Clause VIII of Schedule IV of the Companies Act, 2013

Directors expressed deep satisfaction with the entire performance evaluation process.

23 PARTICULARS OF EMPLOYEES

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

24 LISTING WITH STOCK EXCHANGES:

The equity shares of the company were listed on the following Stock Exchanges during the financial year 2014-15:

The Stock Exchange, Mumbai Rotunda Building, Dalal Street, Fort, Mumbai – 400 001

The National Stock Exchange of India Ltd. Exchange Plaza, Bandra- Kurla Complex, Bandra, Mumbai – 400 051.

Stock Code

National Stock Bombay Stock ISIN Exchange Exchange

Equity Shares 500336 - Symbol / SURYA ROSNI (Dematerialised) INE335A01012 Code 336 (Physical)

The company has paid the Annual Listing Fees to both the Stock Exchanges for the Financial Year 2014¬ 15 and 2015-16.

25 CORPORATE GOVERNANCE AND SHARE HOLDERS INFORMATION

Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is provided in Annexure – VI and form part of this Report.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

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

26 GENERAL

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

As per Clauses 49 of the Listing Agreement with the Stock Exchanges, the compliance certificate from Chairman, Managing Director and Executive Director & Group CFO is given as Annexure-VII to this Report.

27 ACKNOWLEDGEMENTS

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

The Board also wish to place on record once again, their appreciation for the contribution made by the workers, staff and executives at all levels, to the continued growth and prosperity of the Company. The overall industrial relations remained cordial at all the establishments.

for and on behalf of the Board of Directors

J P AGARWAL CHAIRMAN

Place : New Delhi Director Identification

Dated : 30th May, 2015 No. - 00041119


Mar 31, 2014

Dear Members,

The Directors present the Forty first Annual Report of Financial Accounts for the year ended 31st March, 2014.

1. FINANCIAL PERFORMANCE

(Rs. in Crores) F Y F Y Particulars 2013-2014 2012-2013

Revenue from Operations 3030.97 2959.03

Profit before Finance Cost, 237.24 238.26 Depreciation & Taxation

Finance Cost 114.47 109.67

Depreciation & Amortisation 55.64 56.51 Expense

Profit before tax (PBT) 67.13 72.08

Tax Expense 13.77 2.83

Profit after taxation(PAT) 53.36 69.25

Interim Equity Dividend paid including Tax Nil 15.28

Proposed Dividend 5.13 5.13

Transferred to General Reserve 6.00 8.00

In the fiscal year under review, the revenue from operations of your Company increased to Rs.3030.97 crores from Rs.2959.03 crores last year, registering a marginal increase of 2.43%. The Profit After Tax stood at Rs. 53.36 crores as compared to Rs. 69.25 crores last year during this period.

STEEL DIVISION

Steel Industry witnessed the tough time during the year under review. However, the revenue from operations of the division stood at Rs. 1953.79 crores as compared to Rs 2052.67 crores in the last financial year. The export turnover of the division is Rs. 340.32 crores in comparison to Rs.345.62 crores in the last financial year.

The pipe division produces nearly 8,00,000 MT of various pipes per annum in both galvanized and black varities, in sizes ranging from 15mm NB to 400mm NB and in various specifications. Trust is what we build through our Steel Pipes.

The Company has continued a series of Dealer, Retailer, Plumber & Architect / Builder / Consultants Conferences along with Press conferences & Brand awareness campaigns, which has increased the demand potential substantially.

Due to the rise of demand in infrastructure project and based on the policies of new stable government at the center the demand for steel pipes will enhance substantially during the year(s).

LIGHTING DIVISION

During the year under review, Lighting Division has grown at a rate much higher than that of national average of the Industry. As on date, we are the second largest

Lighting Company of the country commanding a market share in excess of 25%.

The performance of the division during the year shows robust growth. Revenue from operation of the division increased to Rs. 1077.19 crores as compared to Rs.

906.36 crores last year, an increase of 18.85 % over the previous year. The higher sales have partly been accounted by new products and geographical expansion.

We became the first lighting company in India to introduce energy-efficient lighting solutions. The recently launched LED add a great amount of colour & class as well as complimenting the existing range of our products which include CFL, Tube Light, GLS, Luminaries and Accessories, High Mast Lighting Systems, Lighting Poles etc.

LED Bulb has long life (up to 50,000 hours), wide range of operating voltage (110v - 300v), free of mercury and substantial energy savings. LED Luminaire series consist of a wider basket of luminaries catering to different applications for indoor or outdoor illumination.

2. DIVIDEND

The road to sustained growth is steep and challenging at each step. 40 years ago we embarked on this journey and today Surya has emerged as a leader in Steel pipes industry and as the second largest lighting company in India with international presence in more than 54 countries. The Company has expanded the business both in size and range. Recently, company has launched "Fans" under its brand name "SURYA".

Plans are afoot for launching a variety of electrical appliances in the near future to cater to diverse range of lighting and electrical products. Further in view of the massive growth expected in infrastructure sector post establishment of a stable government, lighting and steel division of the company will requires additional working capital and capex in time to come to maintain its supremacy over their competitors.

In view of above, the Board of Directors have deliberated and mutually decided that it shall be prudent for the company to preserve more internal accruals for the growth of the company. The Board is confident that this will result in wealth maximization for its shareholders. Therefore the Board of Directors has decided to recommend a dividend of Re. 1.00 per equity share of Rs. 10/- each on the Rs. 43,83,12,500 Equity Share Capital, for the year ended 31st March,2014 for payment to the shareholders subject to the approval of the members at the ensuing Annual General Meeting.

Together with Corporate Tax on dividend, The total outflow on account of equity dividend will be Rs. 5.13 crores .

The dividend on Equity Shares, if approved at the Annual General Meeting, will be payable to those shareholders whose names appear on the company''s register of

members on 14th August, 2014. In respect of shares held in dematerialised form, the dividend shall be payable on the basis of beneficial ownership as at the end of 11th August, 2014, as per the details furnished by National Securities Depository Ltd./ Central Depository Services (India) Ltd. for the purpose, as on that date.

3. SUBSIDIARY

Company had a non-listed Indian Subsidiary Company named as Surya Global Steel Tubes Limited till 12th February, 2014 and an amount of Rs. 50,00,00,000 is remain invested in the said company as on 31st March, 2014.

Company has no Subsidiary Company as on 31st March, 2014.

4. FUTURE PROSPECTS

STEEL DIVISION

India has become the global pipe manufacturing hub primarily due to the benefits of its low costs, higher quality and geographical advantages. The global accreditations and certifications that the Indian companies possess have made them preferred suppliers for many leading oil and gas companies in the world and particularly those in Middle East, North America and Europe. The expanding infrastructure, oil & gas and construction sectors have been the main growth drivers for steel industry that includes steel pipes.

Apart from the global opportunity , the pipe industry has emerged with the scenario of huge demand due to the start up of held up infrastructure project & policies of new stable government at the center. All-round demand in agriculture, housing, urban as well as rural development, infrastructural requirement, oil & gas line pipe and city gas distribution is envisaged which will give a big boost to the pipe industry in the forth coming period.

Surya, the largest GI Pipe Manufacturer in India understands in-dept the needs of its customers which guide it in adapting its technology to suit their new requirements and thus producing 1/2" - 104" Dia- Pipe for agriculture, household and Oil & Gas Sector .It produces API Pipes for India and for Exports & currently introduced Section Pipes in Steel Range to increase the product Basket to achieve higher market share.

Further, our commitment to deliver world class products to our clients / customers in the shortest time leg enabled us to establish presence across all corners of India and globally.

LIGHTING DIVISION

Electric light, once considered as night time substitute for day light, becomes 24x365 hours companion in all of human activities. Lighting is always a prime necessity in the modern world. With the increase in residential houses, the demand for lighting and consequently the lighting

industries are growing at tremendous pace. With growing demand for lighting products, the Lighting industry make valuable contribution in the growth and progress of our economy.

Surya Roshni brings brightness to many homes every evening in over 54 countries across the globe as it has an exhaustive range of luminaries and accessories to meet the requirements of every segment of the society.

Surya, understands in-dept the needs of its customers which guide it in adapting its technology to suit their new requirements and thus offered a vast range of product line - up including Tube Lights, GLS,CFL Lamps, wide range of LED''s, HPSV / Metal Halide Lamps, Street Lighting and High Mast etc and thereby participate in the growing infrastructure sector.

The next generation LED technology is the latest addition to ''Surya'' cosmic range of lighting series. This energy efficient luminary is available in many mounting options to offer a flexible LED lighting solution which took the LED market by storm.

India, being home to the largest working population is witnessing a surge in office lighting and home lighting solutions. Through whole hearted efforts and better commitment at all levels and having large distributor strength across pan - India, we at Surya will be provide a more healthy growth and profitability in the years to come.

LUMINAIRE BUSINESS GROUP

Financial year 2013-14 was a fairly good year for Surya LBG and the growth was in line with the industry growth. Surya LBG has made significant progress in acquiring new customers which has helped in the overall performance.

LED business is the order of the day and Surya LBG has added a host of LED products in it''s product portfolio. LBG is well equipped to meet the challenges of LED technology and the ever increasing customer expectations. The complete range of products including LED products helps us in providing the much desired total lighting solution. The most advanced Surya R&D center ensures that highly efficient and top quality products are delivered.

Our country wide dealer network is our strength and this helps us to be present in every nook and corner of India and provide after sales supports to the clients.

Current Financial Year 2014 -15 is a promising year for LBG with major focus on LED business, EPC business and major government and industrial segment. LBG is well poised to register a healthy growth both in top line as well as bottom line.

RESEARCH AND DEVELOPMENT CENTRE

Surya being a leader of lighting industry in India has conclusively embarked upon to bring the revolution in the

world of lighting by setting up the state of the art of lighting laboratory & research centre-Surya Technology & Research Centre (STIC),

Surya Technology & Innovation Centre (STIC) at Noida is Jewel in the crown of Surya stable. STIC is equipped with the most advanced photometric laboratory which houses High Speed automatic Mirror Gonio-photometer from LMT Germany- undoubtedly the best equipment available for light measurement & optical evaluation for conventional Lighting System with specific focus on LED.

In last one year we had been instrumental at STIC Noida for creating LED product portfolio for both indoor and outdoor application.

Since any LED system is solid state lighting (SSL) which necessarily incorporate major contribution from lighting electronics design in conjunction with thermal, optics and mechanical/Luminaire design.For this we had created self-sustaining and self-reliant capabilities both in terms of adequate human resource and equipments at STIC Noida, for LED products Design and Development.

STIC has been recognized as an R & D centre by DSIR ( Department of Scientific & Industrial research, Ministry of Science & Technology) and also it has been listed as one of the best testing laboratories in India by BEE ( Bureau of Energy Efficiency), for the measurement complying BIS Standard/ International Standard of LED lighting system. Further, we are in the process of taking NABL accreditation. Last but not least STIC is a Green Building with LEED Platinum certification and Process of accreditation is going on.

With all this, Surya is proliferating with the design & development of the most energy efficient environment friendly lighting products as well as providing design guidance ''how to use it scientifically & aesthetically '' through its innovation in lighting design a new dimension to lighting practice, leading to evolve "Green India"

FAN DIVISION

Surya Roshni creates one more landmark by LAUNCH OF FANS IN INDIAN MARKET. Seeing the great scope and bright future in the field of electrical fans segment, Surya Roshni, Revolutionize the Fan Market by LAUNCH OF FANS IN INDIAN MARKET UNDER ITS BRAND NAME ''SURYA'' ON 20th JANUARY, 2014.

The Launch turns out to be a great success as within 3 months of its launch company has done a business of 1,00,000 fans and by the end of May this year figure will cross to 2 lacs fans or about. This has been possible due to Brand pull enjoyed by Surya, which has a strong and a large network of retailers spread across the country and with more than 2,00,000 retailers sell Surya products in pan India.

With wide range of Ceiling, Table, Pedestal, Wall mounted and Exhaust fans that are not only energy efficient but also environment friendly and with a strong network of

distributors that reaches right into the heart of the country, company expect to achieve 100 crore business by March,

2015 and targeting a revenue of Rs. 400 crore in a span of four years from now.

5. FIXED DEPOSITS :

The Public response towards the Company''s fixed deposit scheme continued to be encouraging during the year under review. At the close of the year, 200 deposit holders, whose deposits, aggregating to Rs.82.84 lacs, had become due for payment, did not claim their deposits. Since then, deposits aggregating to Rs. 28.32 lacs have been claimed. The principal amount and interest were duly paid for all other deposits, which matured during the year.

6. PARTICULARS REGARDING CONSERVATION OF

ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of 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 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure ''A'') hereto forming part of the report.

7. PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

The Information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended and information as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure ''B'' to the Directors'' Report.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirm:

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

ii. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the annual accounts on a "going concern" basis.

9. DIRECTORS

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

Change in Nominee Directorship

During the year, under review Sh. Dev Dutt Das has been substituted as a Nominee Director of IDBI Bank Ltd w. e. f 29th June, 2013 in place of Sh. Aloke Sengupta on the Board of the company. Your Directors welcome Sh. Dev Dutt Das and at the same time placed on record the high sense of appreciation for the wise counsel and valuable services rendered by Sh. Aloke Sengupta during his tenure on the Board.

Appointment of Independent Directors

During the year under review, below mentioned persons are appointed as Independent Directors liable to retire by rotation under the Provisions of Companies Act, 1956 and are continuing as an Independent Director.

In view of enforcement of Companies Act, 2013 various new provisions have been introduced in regard to the appointment of Independent Directors of the Company.

Shri Krishan Kumar Narula (DIN - 00098124) and Shri Ravinder Kumar Narang (DIN - 02318041) are directors of the Company since March, 2000 and June 2009 respectively. Further Shri Utpalkumar Anilkumar Mukhopadhya (DIN - 02766045) and Shri Tara Sankar Sudhir Bhattacharya (DIN - 00157305) are directors of the Company since February, 2011.

Pursuant to the provisions of Section 149, 150 , 152, 160 and Schedule IV and such other applicable provisions, if any, of the Companies Act, 2013, (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014, Board of Directors is of the opinion that below mentioned persons possess appropriate balance of skills , experience and knowledge for being appointed as an independent director on the Board of the Company and enable the Board to discharge its function and duties effectively and thus proposed the name of

1. Shri Krishan Kumar Narula (DIN - 00098124),

2. Shri Ravinder Kumar Narang, (DIN - 02318041),

3. Shri Utpalkumar Anilkumar Mukhopadhya (DIN - 02766045) and

4. Shri Tara Sankar Sudhir Bhattacharya (DIN - 00157305)

for appointment as an Independent Director of the Company for a consecutive period of five years from 5th September, 2014 to 4th September, 2019.

The Company has received declaration from all the above said Independent Directors of the company confirming that they meet with the criteria of independence as provided under sub section 6 of Section 149 of the

Companies Act, 2013 and under clause 49 of the listing Agreement with the stock exchanges.

Appointment of Shri Krishan Kumar Narula, Shri Ravinder Kumar Narang, Shri Utpalkumar Anilkumar Mukhopadhya and Shri Tara Sankar Sudhir Bhattacharya as Independent directors will strengthen the Board. All possess a rich experience in the field of Finance, Taxation, Auditing, Company Laws and Commercial matters. Their deep rooted knowledge and experience are vital for the growth and success of the Company.

10. AUDITORS

The Statutory Auditors, M/s Sastry K.Anandam & Company, Chartered Accountants (Firm Registration no- 00179N) hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re- appointment for a period of one years i.e from the conclusion of the ensuing Annual General Meeting to the conclusion of the next Annual General Meeting . The Certificate from the auditors have been received to the effect that their re-appointment , if made ,would be in accordance with the conditions as specified under section 139(1) of the Companies Act ,2013.The observations of the Auditors have been suitably dealt with in the notes on accounts

11. COMPLIANCE CERTIFICATE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the compliance certificate from Chairman , Managing Director and Executive Director & Group CFO is given as Annexure ''C'' to the Directors'' Report.

12. CORPORATE GOVERNANCE

Your company has complied with the requirements of clause 49 of the Listing Agreement regarding Corporate Governance. A Report on the Corporate Governance practices , the Auditors'' certificate on compliance of mandatory requirements thereof and Management Discussions and Analysis are forming part of Annual Report.

13. ACKNOWLEDGEMENTS & APPRECIATION

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

The Board also wish to place on record once again, their appreciation for the contribution made by the workers, staff and executives at all levels, to the continued growth and prosperity of the Company. The overall industrial relations remained cordial at all the establishments.

for and on behalf of the Board of Directors

J P AGARWAL

Place : New Delhi Chairman

Dated : 30th May, 2014 DIN.-00041119


Mar 31, 2013

The Directors present the Fortieth Annual Report of Financial Accounts for the year ended 31st March, 2013.

1. FINANCIAL PERFORMANCE

(Rs. In Crores)

F.Y. F.Y. Particulars 2012-13 2011-12

Revenue from 2959.03 2554.44

Operations

Profit before Finance 238.26 196.74

Cost, Depreciation & Taxation

Finance Cost 109.67 93.82

Depreciation & 56.51 47.31

Amortisation Expenses

Profit before tax (PBT) 72.08 55.61

Tax Expense 2.83 3.63

Profi t after 69.25 51.98

taxation (PAT)

Interim Equity Dividend 15.28 Nil

Paid including Tax

Proposed Dividend 5.13 Nil

Transferred to General 8.00 7.00

Reserve

In the fi scal year under review, the revenue from operations of your Company increased to Rs.2959.03 crores from Rs.2554.44 crores last year, registering an increase of 15.84%. The Profi t After Tax is increased to Rs. 69.25 crores as compared to Rs. 51.98 crores last year registering a growth of 33.22% during this period.

Steel Division

Steel Division has grown in leaps & bounds during the year under review. The revenue from operations of the division is Rs. 2052.67 crores as compared to Rs 1784.60 crores in the last fi nancial year, registering an increase of 15.02%. The export turnover of the division is Rs.345.62 crores in comparison to Rs.313.35 crores in the last fi nancial year registering an increase of 10.30%.

The pipe division produces nearly 8,00,000 MT of various pipes per annum in both galvanized and black varities, in sizes ranging from 15mm NB to 400mm NB and in various specifi cations. Trust is what we build through our Steel Pipes.

The Company has continued a series of Dealer, Retailer, Plumber & Architect / Builder / Consultants Conferences along with Press conferences & Brand awareness campaigns, which has increased the demand potential substantially.

Due to the spurt in demand of petroleum products, existing oil refi neries are expanding their capacities and new refi neries are coming up burgeoning as a result the demand for steel pipes enhanced substantially during the year.

Lighting Division

During the year under review, Lighting Division has grown at a rate much higher than that of national average of the Industry. As on date, we are the second largest Lighting Company of the country commanding a market share in excess of 25%.

The performance of the division during the year shows robust growth. Revenue from operation of the division increased to Rs.906.36 crores as compared to Rs.769.84 crores last year, an increase of 17.73 % over the previous year. The higher sales have partly been accounted by new products and geographical expansion.

We became the fi rst lighting company in India to introduce energy-effi cient lighting solutions. The recently launched LED add a great amount of colour & class as well as complimenting the existing range of our products which include CFL, Tube Light, GLS, Luminaries and Accessories, High Mast Lighting Systems, Lighting Poles etc.

LED Bulb has long life (up to 50,000 hours), wide range of operating voltage (110v – 300v), free of mercury and substantial energy savings. LED Luminaire series consist of a wider basket of luminaries catering to different applications for indoor or outdoor illumination.

2. DIVIDEND

The Board considering the Company’s performance and fi nancial position for the year under review, recommended payment of dividend of Re. 1.00 per equity share of Rs. 10/- each on the Rs. 43,83,12,500 Equity Share Capital of the Company, for the year ended 31st March,2013 subject to the approval of the members at the ensuing Annual General Meeting.

Together with Corporate Tax on dividend, The total outfl ow on account of equity dividend will be Rs. 5.13 crores. This takes the total dividend payout for the current fi nancial year to 40% (including 1st Interim Dividend of 20% and 2nd Interim Dividend of 10%).

The dividend on Equity Shares, if approved at the Annual General Meeting, will be payable to those shareholders whose names appear on the company’s register of members on 6th September, 2013. In respect of shares held in dematerialised form, the dividend shall be payable on the basis of benefi cial ownership as at the end of 2nd September, 2013, as per the details furnished by National Securities Depository Ltd./ Central Depository Services (India) Ltd. for the purpose, as on that date.

3. SUBSIDIARY

Company has a non-listed Indian Subsidiary Company named as Surya Global Steel Tubes Limited and as on 31st March, 2013, the company had a total investment of Rs. 50,00,00,000 which is 53.73% of its subscribed Equity Capital.

The Revenue from Operation of the Subsidiary Company for the year ended 30th September, 2012 is Rs.62839.47 Lakhs and Profi t after tax stood at Rs. 78.41 Lakhs.

4. FUTURE PROSPECTS

Steel Division

India has become the global pipe manufacturing hub primarily due to the benefi ts of its low costs, higher quality and geographical advantages. The global accreditations and certifi cations that the Indian companies possess have made them preferred suppliers for many leading oil and gas companies in the world and particularly those in Middle East, North America and Europe. The expanding infrastructure, oil & gas and construction sectors have been the main growth drivers for steel industry that includes steel pipes.

Surya, the largest GI Pipe Manufacturer in India understands in-dept the needs of its customers which guide it in adapting its technology to suit their new requirements and thus producing ½" – 100" Dia- Pipe for agriculture, household and Oil & Gas Sector .It produces API Pipes for India and for Exports & currently introduced Section Pipes in Steel Range to increase the product Basket to achieve higher market share.

Surya Group has set up a modern large Pipe Manufacturing plant at Anjar in Bhuj (Gujarat) to produce Spiral Weld pipes in the range from 18" to 100" with maximum wall thickness of 1" (25.4mm) conforming to API / ASTM specifi cations upto AP15L, Gr. X80. The Plant is also equipped with fi ve machines to produce ERW pipes in a range ½" to 16" in various specifi cations with a capacity of 2,00,000 MT.

The estimated turnover from this plant is Rs. 2000 Crores. The group would be contributing to the growth of the economy in the state and would generate employment to more people.

Lighting Division

Lighting is always a prime necessity in the modern world. With the increase in residential houses, the demand for lighting and consequently the lighting industries are growing at tremendous pace. With growing demand for lighting products, the Lighting industry is on a strong wicket.

Surya Roshni brings brightness to many homes every evening in over 48 countries across the globe as it has an exhaustive range of luminaries and accessories to meet the requirements of every segment of the society. Surya have re-aligned its product focus on CFL lighting and new age LED lighting solutions. India, being home to the largest working population is witnessing a surge in offi ce lighting and home lighting solutions. Through whole hearted efforts and better commitment at all levels and having large distributor strength across pan - India, we at Surya will be provide a more healthy growth and profi tability in the years to come.

Luminaire Business Group

" LBG in the FY 2012-13 has now established a very sustainable & profi table growth in comparison with previous years. A marked improvement in establishing Industry & Government Business oriented dealers in SURYA Branded products now helped us distribute our wide range to all the states and electrical distribution companies. This has resulted into a better spread and acceptability of SURYA Brand beyond Trade volumes as well in the year just ended. This profi table growth is achieved despite the fact that Indian economy was showing signs of sluggishness throughout the year.

The newly launched Energy effi cient Luminaires in LED Segment has resulted into a very favorable response by the industrial and utility companies. Company as a principle has decided to develop and promote GREEN LED Products in the years to come which help our Nation save energy. Someone has wisely said " A watt saved is Watt generated" in the energy defi cient Indian economy

The new exciting Luminaire Range in the Top of the Line using Best in Class LEDs from world leader like Nitchia is a hallmark of our Industrial products and are well received by the Consumers. A program of in-house manufacture of the Lighting Electronic in our Kashipur Plant has made us self-reliant apart from ensuring credible quality to our every consumer.

The new year Focus shall be to educate and promote only energy effi ciency and drive LED products wherever application warrants to help safeguard Longevity & Energy Effi ciency to drive competitive advantages for our channel partners.

LBG is now on the threshold of taking a Quantum leap in the Non-Trade Business segment in the year 2013-14"

Research And Development Centre

Electric light, once considered as night time substitute for day light, becomes 24x365 hours companion in all of human activities. It has helped signifi cantly to expand range & time of human activities. With this expansion of uses, lighting energy use has become one of the major uses of energy in the country. Hence search is on for greater lighting effi ciency. Proper lighting can enhance task performance, improve the appearance of an area, or have positive psychological effects on occupants. Surya being a leader of lighting industry in India has conclusively embarked upon to bring the revolution in the world of lighting by setting up the state of the art of lighting laboratory & research centre Surya Technology & Research Centre (STIC),

STIC is equipped with the most advanced photometric laboratory which houses High Speed automatic Mirror Gonio-photometer from LMT Germany-undoubtedly the best equipment available for light measurement & optical evaluation for conventional Lighting System as well as LED & Induction Lighting System.

Apart from photometric laboratory, STIC have Environ- mental, Electrical, Electronic, Thermal and Mechanical laboratory-all are equipment are associated with Computers, for the prediction, evaluation of mechanical, electrical, thermal & environmental behavior of the Lighting product.

The Test facility is capable of testing the Lamps and Luminaires as per requirements of related Indian / International Standards. All testing and measurement Instruments are in consideration with the Latest Technology and highest accuracy, for the repeatability of the measurements.

In last one year we had been instrumental at STIC Noida for creating LED product portfolio for both indoor and outdoor application.

Since any LED system is solid state lighting (SSL) which necessarily incorporate major contribution from lighting electronics design in conjunction with thermal, optics and mechanical/Luminaire design.

For this we had created self-sustaining and self-reliant capabilities both in terms of adequate human resource and equipments at STIC Noida, for LED products Design and Development.

With all the above up-gradation, it is establish fact that today STIC Noida facility is one of the pioneer facility for LED products Design and Development in India. The same has been acknowledged by National and International, renowned lighting bodies.

STIC has been recognized as an R & D centre by DSIR (Department of Scientifi c & Industrial research, Ministry of Science & Technology) and also it has been listed as one of the best testing laboratories in India by BEE (Bureau of Energy Effi ciency), for the measurement complying BIS Standard/ International Standard of LED lighting system. Last but not least STIC is a Green Building with LEED Platinum certifi cation and Process of accreditation is going on.

With all this Surya is proliferating with the development of the most energy effi cient environment friendly lighting products as well as Providing design guidance ’how to use it scientifi cally & aesthetically’ through its innovation in lighting design a new dimension to lighting practice, leading to evolve "Green India".

5. FIXED DEPOSITS:

The Public response towards the Company’s fi xed deposit scheme continued to be encouraging during the year under review. At the close of the year, 213 deposit holders, whose deposits, aggregating to Rs.81.55 lacs, had become due for payment, did not claim or renewed their deposits. Since then, deposits aggregating to Rs. 29.37 lacs have either been claimed or renewed. The principal amount and interest were duly paid for all other deposits, which matured during the year.

6. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of 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 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure ’A’) hereto forming part of the report.

7. PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

The Information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended and information as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure ’B’ to the Directors’ Report.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of the Company confi rm:

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

ii. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fi nancial year and of the profi t of the Company for that period;

iii. that the Directors had taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the annual accounts on a "going concern" basis.

9. DIRECTORS

As per Article 101 of the Articles of Association of the Company, Shri K K Narula and Shri U K Mukhopadhya, retire by rotation and, being eligible, offer themselves for reappointment.

Change of Managing Director

Sh. J P Agarwal had step down from the post of Managing Director on 29th October, 2012 and now act as Chairman and Whole – time Director of the Company. Your Directors placed on records the high sense of appreciation for the hard work, dedication and entrepreneurship by Sh. J. P. Agarwal, as Managing Director and wish to receive full support from him in its new role.

During the year under review Sh. Raju Bista who held offi ce as whole-time director and designated as Dy. Managing Director was appointed as Managing Director w.e.f 29th October, 2012 for the rest of his present tenure i.e up to 17th June, 2014. Directors placed on records the high sense of appreciation for the hard work, dedication and entrepreneurship of Sh. Raju Bista, and wish him all the success as Managing Director of the Company.

Change in Directorship

During the year under review, Sh. Arvind Kumar Bansal and Sh. Vineet Garg have resigned from the Board w. e. f 31st August, 2012 and 1st December, 2012 respectively. Your Directors placed on record the high sense of appreciation for the wise counsel and valuable services rendered by them during their tenure on the Board.

During the year under review, the Board of Directors has inducted Sh. Utkarsh Dwivedi as Whole – time director of the Company for a period of fi ve years with effect from 5th February, 2013 to 4th February, 2018.

Appointment of Sh. Utkarsh Dwivedi will strengthen the Board. He has a rich experience in exports front and worked as ED (Exports) in the Company before holding this offi ce. His deep rooted knowledge and experience is vital for the growth and success of the Company.

During the year, the Board of Directors has inducted Sh. Mukesh Tripathi as additional director of the Company with effect from 28th May, 2013.

Appointment of Sh. Mukesh Tripathi will strengthen the Board. He has a rich experience of over 14 years in the fi eld of Human Resouces Development, Personality Development Finance, and Commercial matters. His deep rooted knowledge and experience is vital for the growth and success of the Company.

10. AUDITORS

The Statutory Auditors, M/s Sastry K.Anandam & Company, Chartered Accountants (Firm Registration no-00179N) hold offi ce till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Certifi cate from the auditors have been received to the effect that their re-appointment, if made ,would be within the prescribed limit under section 224(1B) of the Companies Act ,1956.The observations of the Auditors have been suitably dealt with in the notes on accounts

11. COMPLIANCE CERTIFICATE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the compliance certifi cate from Chairman, Managing Director and Executive Director & CFO is given as Annexure ’C’ to the Directors’ Report.

12. CORPORATE GOVERNANCE

Your company has complied with the requirements of clause 49 of the Listing Agreement regarding Corporate Governance. A Report on the Corporate Governance practices, the Auditors’ certifi cate on compliance of mandatory requirements thereof and Management Discussions and Analysis are forming part of Annual Report.

13. ACKNOWLEDGEMENTS & APPRECIATION

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

The Board also wish to place on record once again, their appreciation for the contribution made by the workers, staff and executives at all levels, to the continued growth and prosperity of the Company. The overall industrial relations remained cordial at all the establishments.

for and on behalf of the Board of Directors

Place : New Delhi J P Agarwal

Dated : 28th May, 2013 Chairman


Mar 31, 2012

The Directors present the Thirty Nineth Annual Report of Financial Accounts for the year ended 31st March, 2012.

1. FINANCIAL PERFORMANCE

(Rs. in Crores)

Particulars F.Y. F.Y

2011-2012 2010-2011

Revenue from Operations 2554.44 2216.81

Profit before Finance Cost, 196.74 181.93

Depreciation & Taxation

Finance Cost 93.82 60.54

Depreciation & Amortisation 47.31 51.24 Expense

Profit before tax (PBT) 55.61 70.15

Tax Expense 3.63 3.42

Profit after taxation(PAT) 51.98 66.73

Proposed Equity Dividend Nil 6.57

Tax on Distributed Profits Nil 1.06

Transferred to General Reserve 7.00 7.00

In the fiscal year under review, the revenue from operations of your Company increased to Rs.2554.44 crores from Rs.2216.81 crores last year, registering an increase of 15.23%., Profit After Tax is Rs. 51.98 crores as compared to Rs. 66.73 crores last year during this period.

STEEL DIVISION

During the year under review, the revenue from operations of the division is Rs. 1784.60 crores as compared to Rs 1494.69 crores in the last financial year, registering an increase of 19.40%. The export turnover of the division is Rs.313.35 crores in comparison to Rs.247.92 crores in the last financial year registering an increase of 26.93%. The Company has continued a series of Dealer, Retailer, Plumber & Architect / Builder / Consultants Conferences along with Press conferences & Brand awareness campaigns, which has increased the demand potential substantially.

Due to the spurt in demand of petroleum products, existing oil refineries are expanding their capacities and new refineries are coming up burgeoning as a result the demand for steel pipes enhanced substantially during the year.

LIGHTING DIVISION

The Lighting Division has witnessed a growth in revenue from operations. During the year under review, the revenue from operation of the division increased to Rs.769.84 crores as compared to Rs.722.13 crores last year, an increase of 6.61 % over the previous year.

2. DIVIDEND

Seeing the vast expansion and increased business activities of the Company which resulted in substantial rise in interest, salary and other cost, and after taking into account the company's performance and Financial position, the Board has decided to plough back the profits of the years under review in the Company's itself so as to achieve desired level of growth and stability and decided not to recommend any payment of dividend on equity shares for the year ended 31st March, 2012.

3. SUBSIDIARY

Company has a non-listed Indian Subsidiary Company named as Surya Global Steel Tubes Limited and as on 31st March, 2012, the company had a total investment of Rs. 50,00,00,000 which is 53.73% of its subscribed Equity Capital.

The Revenue from Operation of the Subsidiary Company for the year ended 30th September, 2011 is Rs. 50247.01 Lakhs and Profit after tax stood at Rs. 61.00 Lakhs.

4. FUTURE PROSPECTS STEEL DIVISION

India has become the global pipe manufacturing hub primarily due to the benefits of its low costs, higher quality and geographical advantages. The global accreditations and certifications that the Indian companies possess have made them preferred suppliers for many leading oil and gas companies in the world and particularly those in Middle East, North America and Europe. The expanding infrastructure, oil & gas and construction sectors have been the main growth drivers for steel industry that includes steel pipes. After the commencement of the Exploration & Production (E&P) projects for oil and gas companies , Indian pipe manufacturers are greatly benefitted by this new spurt in demand which will impact positively on the future growth. Existing oil refineries are expanding their capacities and new refineries are coming up burgeoning as a result the demand for steel pipes.

LIGHTING DIVISION

Lighting is always a prime necessity in the modern world. With the increase in residential houses, the demand for lighting and consequently the lighting industries are growing at tremendous pace. With growing demand for lighting products, the Lighting industry is on a strong wicket.

Surya Roshni brings brightness to many homes every evening in over 48 countries across the globe as it has an exhaustive range of luminaries and accessories to meet the requirements of every segment of the society. Through whole hearted efforts and better commitment at all levels, the revenue from operations and profitability of your company will be provide a more healthy growth and profitability in the years to come.

LUMINAIRE BUSINESS GROUP

The Luminaire Business Group (LBG) of the Lighting Division has been making consistent growth year on year. This trend has continued in this year also.

Our new State of the Art World Class Laboratory has been commissioned and has been inaugurated by Sh. G B Pradhan, Honorable Special Secretary, Ministry of Power, Government of India and Dr. Ajay Mathur, Director General, Bureau of Energy Efficiency. This is a major leap in the direction of developing Energy Efficient Products by our Company.

In this year many new energy saving products has been introduced like :

- LED Street Lights

- LED Tube Lights

- Induction Light for Petrol Pumps

- Induction Light for Street Lights

- Sensor Controlled Streetlights

- New Generation HID Street Lights

Luminaire Business Group is extending its Dealer Network Range across India and now has more than 500 dealers. In addition to this various marketing initiatives are being taken to consolisdate the groth of the division and make the presence felt in the maket.

RESEARCH AND DEVELOPMENT CENTRE

Electric light, once considered as night time substitute for day light, becomes 24x365 hour companion in all of human activities. It has helped significantly to expand range & time of human activities. With this expansion of uses, lighting energy use has become one of the major uses of energy in the country. Hence search is on for greater lighting efficiency.

Surya being a leader of lighting industry in India has conclusively embarked upon to bring the revolution in the world of lighting by setting up the state of the art of lighting laboratory & Research Centre-Surya Technology & Innovation Centre (STIC).

STIC is equipped with the most advanced photometric laboratory which houses High Speed automatic Mirror Gonio-photometer from LMT Germany-- undoubtedly the best equipment available for light measurement & optical evaluation for conventional Lighting Sysem as well as LED & Induction Lighting system.

Apart from photometric laboratory, STIC have Environmental, Electrical, Electronic, Thermal and Mechanical laboratories ----all are equipped with high speed computerized equipments for the prediction, evaluation of mechanical, electrical, thermal & environental behavior of the lighting product.

STIC has been recognized as an R & D centre by DSIR (Department of Scientific and Industrial Research, Ministry of Science and Technology) and also it has been listed as one of the best testing laboratories in India by BEE (Bureau of Energy Efficiency), for the measurement complying BIS Standards/International Standard of LED lighting system.

Last but not least STIC is a Green Building with LEED Platinum certification and Process of accreditation is going on.

With all this Surya is proliferating with the development of the most energy efficient-environment friendly lighting products as well as providing design guidance 'how to use it scientifically & aesthetically' through its innovation in lighting design a new dimension to lighting practice, leading to evolve 'Green India' .

5. FIXED DEPOSITS:

The Public response towards the Company's fixed deposit schemes continued to be encouraging during the year under review. At the close of the year, 153 deposit holders, whose deposits, aggregating to Rs. 65.08 lacs, had become due for payment, did not claim or renewed their deposits. Since then, deposits aggregating to Rs. 24.07 lacs have either been claimed or renewed. The principal amount and interest were duly paid for all other deposits, which matured during the year.

6. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of 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 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure - 'A') hereto forming part of the report.

7. PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

The Information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended and information as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure 'B' to the Directors report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors' of the Company confirm:

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

ii. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii.that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv.that the Directors had prepared the annual accounts on a 'going concern' basis.

9. DIRECTORS

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

Change in Directorship

During the year under review, both Sh. Satya Narain Bansal and Smt. Urmil Agarwal have resigned from the Board w. e. f. 11th November, 2011 Your Directors placed on record the high sense of appreciation for the wise counsel and valuable services rendered by them during their tenure on the Board.

10. AUDITORS

The Statutory Auditors, M/s Sastry K.Anandam & Company, Chartered Accountants (Firm Registration no-00179N) hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Certificate from the auditors have been received to the effect that their re-appointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act ,1956.The observations of the Auditors have been suitably dealt with in the notes on accounts

11. COMPLIANCE CERTIFICATE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the compliance certificate from Chairman and Managing Director and Deputy Managing Director and CFO is given as Annexure 'C' to the Directors Report.

12. CORPORATE GOVERNANCE

Your company has complied with the requirements of clause 49 of the Listing Agreement regarding Corporate Governance. A Report on the Corporate Governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof and Management Discussions and Analysis are forming part of Annual Report.

13. ACKNOWLEDGMENTS & APPRECIATION

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

The Board also wish to place on record once again, their appreciation for the contribution made by the workers, staff and executives at all levels, to the continued growth and prosperity of the Company. The overall industrial relations remained cordial at all the establishments.

for and on behalf of

the Board of Directors

Place : New Delhi J P AGARWAL

Dated : 28th May, 2012 Chairman and Managing Director


Mar 31, 2011

Dear Members,

The Directors present the Thirty eighth Annual Report of Financial Accounts for the year ended 31st March, 2011.

1. FINANCIAL PERFORMANCE

(Rs. in Crores)

Particulars F.Y. F.Y. 2010-2011 2009-2010

Turnover 2441.82 1938.93

Profit before Interest, 181.93 129.56

Depreciation & Taxation (EBIDTA) Interest 60.54 48.71

Depreciation 51.24 27.09

Profit before tax (PBT) 70.15 53.76 Tax Including Deferred Tax 3.42 8.59

Profit after taxation(PAT) 66.73 45.17

Balance brought forward from the 154.44 121.76 earlier year

Profit available for appropriations 221.17 166.93

Proposed Equity Dividend 6.57 5.57

Tax on Distributed Profits 1.06 0.92

Transferred to General Reserve 7.00 6.00

Balance carried to Balance Sheet 206.54 154.44

In the fiscal year under review, the turnover of your Company increased to Rs.2441.82 crores from Rs.1938.93 crores last year, registering an increase of 25.94%. The Profit After Tax is increased to Rs. 66.73 crores as compared to Rs. 45.17 crores last year registering a growth of 47.73% during this period. The export turnover during the year under review is Rs.275.36 crores as compared to Rs. 245.45 crores in previous year. The performance of various divisions of the Company is given below:

STEEL DIVISION

During the year under review, the turnover of the division is Rs. 1520.17 crores as compared to Rs 1337.44 crores in the last financial year, registering an increase of 13.66%. The export turnover of the division is Rs.247.92 crores in comparison to Rs.217.72 crores in the last financial year. The Company has continued a series of Dealer, Retailer, Plumber & Architect / Builder / Consultants Conferences along with Press conferences & Brand awareness campaigns, which has increased the demand potential substantially.

During the year under review the company has commissioned one 1.75 MW Gas Gen Set during the year which has improved In- house generation of power. The Gas Gen Set has reduced our power cost and also contributed in emission reduction.

LIGHTING DIVISION

The Lighting Division has witnessed a remarkable growth in turnover. During the year under review, the turnover of the division increased to Rs. 824.61 crores as compared to Rs. 601.41 crores last year, an increase of 37.11 % over the previous year growth of 29.65%.

During the year, Malanpur Unit has installed on Ribbon Machine a Stirrer system from SORG, Germany for better glass / quality of shells and further one assembly building was built to accommodate all the 8 CFL assembly lines, thereby improving the MHR and reduction in wastages.

HIGH MAST DIVISION

During the year under review, the division has achieved a production of 24112 MT of ERW pipes and 1025 MT of High Mast and Poles.. The turnover of the division is Rs. 97.04 crores .

During the year company has commissioned High Mast Fabrication Machinery and the state of Art Galvanizing plant of High Mast/ Poles and ERW pipes. Furthermore , the division has started production of High Mast and Poles and produced 1025 MT during the year. High masts up to the height of 40 meters and various types of Decorative Octagonal poles are manufactured to the best satisfaction of the customers.

2. DIVIDEND

The Board considering the Company's performance and financial position for the year under review, recommended payment of dividend of Rs. 1.50 per equity share of Rs.10 each on the 43,83,12,500 Equity Share Capital of the Company, for the year ended 31st March,2011, subject to the approval of the members at the ensuing Annual General Meeting.

Together with Corporate Tax on dividend, The total outflow on account of equity dividend will be Rs. 7.64 crores, vis-a vis Rs.6.49 crores paid for fiscal 2009-10.

The dividend on Equity Shares, if approved at the Annual General Meeting, will be payable to those shareholders whose names appear on the company's register of members on 9th September, 2011. In respect of shares held in dematerialised form, the dividend shall be payable on the basis of beneficial ownership as at the end of 5th September, 2011, as per the details furnished by National Securities Depository Ltd./ Central Depository Services (India) Ltd. for the purpose, as on that date.

3. SUBSIDIARY

Company has a non-listed Indian Subsidiary Company named as Surya Global Steel Tubes Limited and as on 31st March, 2011, the company had a total investment of Rs. 50,00,00,000 which is 53.73% of its subscribed Equity Capital.

In the Subsidiary Company during the year under review, two phases of Spiral Mill with capacity of 60,000 M.T & 1,40,000 MT respectively and ERW Pipe Project with capacity of 100000 MT per annum has been completed and commissioned successfully and commercial production has been started at Anjar, Bhuj ( State of Gujarat).

The Turnover of the Subsidiary Company for the year ended 30th September, 2010 is Rs.9879.59 Lakhs and Profit after tax stood at Rs. 73.52 Lakhs.

4. FUTURE PROSPECTS

STEEL DIVISION

India has become the global pipe manufacturing hub primarily due to the benefits of its low costs, higher quality and geographical advantages. The global accreditations and certifications that the Indian companies possess have made them preferred suppliers for many leading oil and gas companies in the world and particularly those in Middle East, North America and Europe. The expanding infrastructure, oil & gas and construction sectors have been the main growth drivers for steel industry that includes steel pipes. Indian pipe manufacturers are greatly benefited after commencement of the Exploration & Production (E&P) projects for oil and gas companies that were earlier kept on hold or revoked because of the global financial crisis. This new spurt in demand will impact positively on the future growth. Existing oil refineries are expanding their capacities and new refineries are coming up burgeoning as a result the demand for steel pipes.

LIGHTING DIVISION

Lighting is always a prime necessity in the modern world. With the increase in residential houses, the demand for lighting and consequently the lighting industries are growing at tremendous pace. With growing demand for lighting products, the Lighting industry is is on a strong wicket As per ELCOMA (Electric Lamp and Component Manufacturer's Association of India) the industry registered a growth of around 13% during the year 2010. Value-wise, the Lighting Industry in India stood at around Rs. 8000 Crores Segment wise, growth of CFL was 25%, GLS 4%, FTL 9%. Against the above rates of growth of Industry SURYA has registered a remarkable growth in CFL 31%, GLS 10% and FTL 16%.

LUMINAIRE BUSINESS GROUP

The Luminaire Business Group (LBG) of the Lighting Division has made good progress in the year under review In the year LBG focused on extending its existing range of products by introducing :

- Prismatic High Bays

- New Range of Commercial Luminaires for variousapplications of T5 & T8

- Integrated version of 2 x 400 W Floodlights in new shapes

- T5 Retrofit product

- Sensor Controlled streetlights

Luminaire Business Group is moving Beyond just ' Me - Too" towards an exclusive Range of Products :

- LED - Down Lighters / Street Lights

- Induction - Commercial / Industrial Luminaries Lamps Solar Street Lights

- Sensor Controlled Streetlights

- Outdoor Designer Range - High end Street / Flood Lights

Luminaire Business Group has entered into a strategic tie- up with AEC of Italy for marketing of their LED based street lights in India. LBG group has revamped and is further expanding its Dealer Network Range from a current level of 425 dealers to 600 active dealers during the first half of this year. Various marketing initiative will be taken to further enhance the growth of this segment.

RESEARCH AND DEVELOPMENT CENTRE

Electric light, the third eye for human being, is the only possible way to make things visible for the accomplishment of human activities especially when sun goes down. Hence the search is on for greater lighting efficiency as well as optimum energy consumption of light sources.

Surya Roshni Ltd, a leading body in the lighting industries, has taken steps to bring the revolution in the world of lighting by the process of setting-up a modern, world-class, in house Research & Development centre in Noida for carrying out research & development in the field of energy efficient Light Sources and Luminaires & its application including LED Lighting System.

STIC (RESEARCH AND DEVELOPMENT CENTRE) will be equipped with the most advanced photometric laboratory which houses High Speed automatic Mirror Gonio-photometer from LMT for light measurement & optical evaluation for conventional Lighting System as well as LED measurements.

Apart from photometric laboratory, STIC have Environmental, Electrical, Electronic, Thermal and Mechanical laboratories all are high speed computerized equipments for the prediction, evaluation and further improve in terms of mechanical, electrical, thermal & environmental behavior of the product.

This will be a Green Building with LEED certification and it will be accredited by NABL as well. It will definitely act as catalyst for the growth of Luminaires Business Group of Surya Roshni Limited .

HIGH MAST DIVISION

The High Mast project has an installed capacity of 75000 MT per annum of ERW pipes and 11000 MT per annum High Mast / Poles. The plant has manufactured ERW pipes from ½" to 8" in different thicknesses as per the market demand and has achieved a production of 24112 MT.

For the current year, the division has a healthy order book and with the present trend it is expected to achieve the installed capacity by September 2011. After reaching a monthly target of 200 High Masts and 2000 poles the division is planning for further expansion of the Fabrication line

Further, the division has planned to introduce a new product range of Sectional pipes during the current year and has already ordered the required tools for manufacturing of the Sectional pipes. Introduction of sectional pipes in the product range will help expanding the customer base. The division is expected to achieve the installed production capacity by 30th June 2011.

5. FIXED DEPOSITS:

The Public response towards the Company's fixed deposit scheme continued to be encouraging during the year under review. At the close of the year, 169 deposit holders, whose deposits, aggregating to Rs.80.14 lacs, had become due for payment, did not claim or renewed their deposits. Since then, deposits aggregating to Rs. 46.08 lacs have either been claimed or renewed. The principal amount and interest were duly paid for all other deposits, which matured during the year.

6. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of 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 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure 'A') hereto forming part of the report.

7. PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

The Information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended and information as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure 'B' to the Directors' Report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirm:

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

ii. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the annual accounts on a "going concern" basis.

9. DIRECTORS

As per Article 101 of the Articles of Association of the Company, Shri Vineet Garg , Sh. B B Chadha and Smt. Urmil Agarwal, retire by rotation and, being eligible, offer themselves for reappointment.

Change in Directorship

During the year under review, Sh. Shanker Singal and Sh. Mukesh Tripathi have resigned from the Board w. e. f 19th October, 2010 and 11th February, 2011 respectively. Your Directors placed on record the high sense of appreciation for the wise counsel and valuable services rendered by them during their tenure on the Board.

During the year under review, the Board of Directors has inducted Sh. Utpal Kumar Mukhopadhyay and Shri Tara Sankar Bhattacharya as additional directors of the Company with effect from 14th February, 2011.

Appointment of Sh. Utpal Kumar Mukhopadhyay will strengthen the Board. He is retired from Indian

Administrative Services (IAS) and has a rich experience of over 35 years in formulating public policies in the department of Transport , energy, environment tourism and home. His deep rooted knowledge and experience is vital for the growth and success of the Company.

Appointment of Sh. Tara Sankar Bhattacharya will strengthen the Board. He retired as the Managing Director of State Bank of India and carried with him a rich experience of over 38 years of Banking. He holds Membership of Indian Institute of bankers. His deep rooted knowledge and experience is vital for the growth and success of the Company.

10. AUDITORS

The Statutory Auditors, M/s Sastry K.Anandam & Company, Chartered Accountants (Firm Registration no-00179N) hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Certificate from the auditors have been received to the effect that their re-appointment , if made ,would be within the prescribed limit under section 224(1B) of the Companies Act ,1956.The observations of the Auditors have been suitably dealt with in the notes on accounts

11. COMPLIANCE CERTIFICATE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the compliance certificate from Chairman and Managing Director and Deputy Managing Director and CFO is given as Annexure 'C' to the Directors' Report.

12. CORPORATE GOVERNANCE

Your company has complied with the requirements of clause 49 of the Listing Agreement regarding Corporate Governance. A Report on the Corporate Governance

practices, the Auditors' certificate on compliance of mandatory requirements thereof and Management Discussions and Analysis are forming part of Annual Report.

13. ACKNOWLEDGEMENTS & APPRECIATION

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

The Board also wish to place on record once again, their appreciation for the contribution made by the workers, staff and executives at all levels, to the continued growth and prosperity of the Company. The overall industrial relations remained cordial at all the establishments.

for and on behalf of the Board of Directors

J P AGARWAL Chairman and Managing Director

Place : New Delhi Dated : 05th May, 2011

 
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