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Directors Report of Surana Telecom and Power Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the 29^th Annual Report of your Company together with the Audited Balance Sheet as at 31^st March 2018 and Statement of Profit and Loss for the year ended 31^st March, 2018.

FINANCIAL RESULTS

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

(Amount in Rs.)

Particulars	Standalone Results		Consolidated Results
	2017-18	2016-17	2017-18	2016-17
Sales and other Income	255,927,521	275,122,174	357,401,412	344,522,335
Profit before Depreciation and Interest	140,637,163	135,944,838	232,689,430	193,840,864
LESS :
Depreciation & Amortization	71,867,146	74,127,977	138,390,864	105,124,324
Interest	39,287,415	39,379,813	69,485,997	63,128,885
Profit for the year	29,482,602	22,437,048	24,812,569	25,587,655
Prior period Adjustments		--		--
Profit before Taxation	29,482,602	22,437,048	24,812,569	25,587,655
Provision for Taxation : Current Tax	6,015,000	43,70,000	6,630,000	44,49,068
Deferred Tax	408,000	4,53,000	(585,480)	2,46,862
Income Tax in respect of earlier years	--	--		--
Profit after Tax	23,059,602	17,614,048	18,768,049	20,891,725
Add: Other Comprehensive Income	32,048,459	(3,308,032)	32,048,459	(3,308,032)
Total Comprehensive Income for the year	55,108,061	14,306,016	50,816,508	17,583,693
Less: Minority Interest (Current year''s Profit/(loss)	--	--	(3,865,795)	15,50,948
Add: Share in Net Profit of Associate Company			24,707,141	24,251,053
Surplus brought forward from previous year	218,868,588	204,562,572	242,157,525	201,873,727
Balance carried forward to Balance Sheet	273,976,649	218,868,588	321,546,969	242,157,525

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

PERFORMANCE

During the year under review, the Income from Operations is Rs.23,53,45,624 as against Rs.26,65,32,956 for the corresponding previous year. The Profit Before Tax stood at Rs.2,94,82,602 as against Rs.2,24,37,048 for the previous year. The Profit After Tax stood at Rs.2,30,59,602 as against Rs.1,76,14,048 for the corresponding period. The Basic Earnings Per Share for the year ended 31.03.2018 is Rs.0.17 as against Rs.0.13 for the corresponding previous year ended 31.03.2017.

OPERATIONS

The Company''s 5 MW Solar Power Project is situated at Gujarat Solar Park, Charanka Village, Santalpur Taluq, Patan District is generating steady income.

M/s.Surana Solar Systems Pvt. Ltd., a subsidiary company is successfully operating its 5 MW Solar Power Plant situated at Shankapur Village, Shankarampet Mandal, Medak District, Telangana.

M/s.Aryavaan Renewable Energy Pvt. Ltd., a subsidiary of the Company has successfully commissioned its grid connected 5 MW Solar Power Plant at Barhara Village, Sarila Tehsil, Hamirpur District, Uttar Pradesh on 08.02.2017 and since then successfully injecting power to the grid. For sale of power, the Company has entered into long term Power Purchase Agreement with Uttar Pradesh Power Corporation Ltd.

Pursuant to the Scheme of Arrangement, the 5 MW Solar Power Project located at Munipally Village, Sadashivpet, Medak District of M/s Bhagyanagar India Limited has transferred to the Company. The project is running successfully. The power is being sold to M/s.Tata Communications Ltd., through Open Access route.

M/s.Tejas India Solar Energy Pvt. Ltd., a Subsidiary Company has completed erection of 3 MW grid connected Solar Power Plant at Gajwel Mandal, Medak District, Telangana. The power will be sold under Open Access to third party. The Company is awaiting approvals from the authorities for synchronization of the plant with the grid, which is expected by the end of July, 2018.

SUBSIDIARIES

Your company has 4 subsidiary companies as on 31.03.2018 as mentioned below. Further there has been no material change in the nature of business of the subsidiaries.

Sl. No.	Name of the Subsidiary	Percentage of Shareholding
1.	Globecom Infotech Private Limited	100%
2.	Surana Solar Systems Private Limited	51%
3.	Tejas India Solar Energy Private Limited	51%
4.	Aryavaan Renewable Energy Private Limited	51%

During the year under review, your company has divested 51% equity stake, held in Celestial Solar Solutions Private Limited which has set up 10 MW solar power project in the State of Karnataka, to NVR infrastructure and Services Pvt Ltd, since the outline investment for executing 10 MW solar power project was done by NVR infrastructure and Services Pvt Ltd, which was holding 49% stake in the said company.

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

SECRETARIAL STANDARDS:

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

SHARECAPITAL

The paid-up Share Capital of the Company as on 31^st March, 2018 is Rs. 13,57,59,963 divided into 13,57,59,963 equity shares of Re.1/- each.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations, is presented in a separate section forms part of the Annual Report as Annexure-II.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

NOMINATION AND REMUNERATION POLICY

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

PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

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

DIVIDEND

The Board of Directors have not recommended the dividend for the financial year 2017-18 due to low profitability and to retain maximum possible cash in the system to meet the financial commitments.

EXTRACT OF ANNUAL RETURN

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

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

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

RISK MANAGEMENT POLICY

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

BOARD EVALUATION

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

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

DIRECTORS

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

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

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

Pursuant to the provisions of Section 203 of the Act, the appointment of Shri Narender Surana, Managing Director and Shri Devendra Surana, Director and Ms.Vinita Surana, Whole-time Director and Shri Baunkara Shekarnath, Wholetime Director and Shri. Srinivas Dudam, Company Secretary were formalized as the Key Managerial Personnel of the Company.

MEETINGS

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

DEPOSITS

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

STATUTORY AUDITORS

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

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

AUDITORSâ REPORT

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

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

INTERNAL AUDITORS

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

COST AUDITORS

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

CORPORATE GOVERNANCE

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

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

VIGIL MECHANISM

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

SECRETARIAL AUDIT REPORT

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

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

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

PARTICULARS OF EMPLOYEES

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

PARTICULARS OF REMUNERATION

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

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

Name of the Director	Ratio to Median Remuneration
Shri Narender Surana, Managing	46.67
Director
Shri Devendra Surana, Director	0
Ms.Vinita Surana, WTD	16.33
Shri Baunakar Shekarnath, WTD	0

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

Name of Person	% increase in remuneration
Shri Narender Surana, Managing Director	0
Shri Devendra Surana, Director	0
Ms.Vinita Surana, WTD	0
Shri Baunakar Shekarnath, WTD	0
Shri. Srinivas Dudam, CS	5.53

(iii) The percentage increase in the median remuneration of employees in the financial year - (24.04%)

(iv) The number of permanent employees on the rolls of company - 19.

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

The average increase in salaries of employees other than managerial personnel in 2017-18 was 6.23%. Percentage increase in the managerial remuneration for the year was Nil.

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

CHANGE IN NATURE OF BUSINESS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

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

MATERIAL CHANGES AND COMMITMENTS

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

HUMAN RESOURCES

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

ISO 9001-2008 CERTIFICATION

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

POLICY ON SEXUAL HARRASSEMENT

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

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

APPRECIATION

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

NARENDER SURANA DEVENDRA SURANA

MANAGING DIRECTOR DIRECTOR

(DIN-00075086) (DIN-00077296)

Place: Secunderabad

Date: 06.08.2018

Mar 31, 2016

DIRECTORSâ REPORT

To The Members of

Surana Telecom and Power Limited

The Directors have pleasure in presenting the 27^th Annual Report of your Company together with the Audited Balance Sheet as at 31^st March 2016 and Statement of Profit and Loss for the year ended 31^st March, 2016.

FINANCIAL RESULTS:

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

Particulars	Standalone Results		Consolidated Results
	2015-16	2014-15	2015-16	2014-15
Sales and other Income	231,177,192	190,292,091	265,773,882	195,400,940
Profit before Depreciation and Interest	111,621,737	134,648,185	142,839,670	137,449,589
DEDUCT:
Depreciation & Amortization	64,7085,43	77,103,617	80,875,920	81,048,076
Interest	30,905,463	32,702,990	46,178,960	37,595,768
Profit for the year	16,007,731	24,841,578	15,784,790	18,805,745
Prior period Adjustments	-	(33,838)	64,637	(33,838)
Profit before Taxation	16,007,731	24,807,740	15,849,427	18,771,907
Provision for Taxation : Current Tax	2,250,000	4,000,000	2,250,000	4,000,000
Deferred Tax	715,001	937,000	705,426	(570,828)
Income Tax in respect of earlier years	-	-	(19,390)	26,064
Profit after Tax	13,042,730	19,870,740	12,913,391	15,316,671
Minority Interest (Current year''s Profit/(loss)	-	-	(64,333)	(2,461,232)
Surplus brought forward from previous year	187,213,217	187,321,117	184,589,378	186,790,114
Balance available for appropriation	200,255,947	207,191,857	197,567,102	204,568,017
APPROPRIATION:
Dividend	-	12,482,640	-	12,482,640
Tax on Dividend	-	2,496,000	-	2,496,000
Transfer to General Reserves	-	5,000,000	-	5,000,000
Balance c/f to Balance Sheet	200,255,947	187,213,217	197,567,102	184,589,377

PERFORMANCE:

During the year under review, the Income from Operations is Rs, 220,125,276 as against Rs, 174,623,085 for the corresponding previous year. The Profit Before Tax stood at Rs, 16,007,731 as against Rs, 24,807,740 for the previous year. The Profit After Tax stood at Rs, 13,042,730 as against Rs, 19,870,740 for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2016 is Rs, 0.13 as against Rs, 0.19 for the corresponding previous year ended 31.03.2015.

OPERATIONS:

The Company''s 5 MW Solar Power Project situated at Gujarat Solar Park, Charanaka Village, Santapur Taluk, Patan District is successfully running. During the year under review, generation was effected due to adverse weather condition which were not conducive to Power Generation.

M/s Surana Solar Systems Private Limited, Subsidiary Company is effectively running 5 MW Solar Power Plant situated at Shankapur Village, Shankarampet Mandal, Medak District, Telangana.

During the year under review, the Company has been awarded 5MW Solar Power Project in the state of Uttar Pradesh which will be implemented through Subsidiary Company viz., M/s Aryavaan Renewable Energy Private Limited has entered into Power Purchase Agreement (PPA) for supply of 5MW Solar Power with Uttar Pradesh Power Corporation Limited (UPPCL), Lucknow. The project is likely to be commissioned by November, 2016.

M/s. Tejas India Solar Energy Private Limited, Subsidiary Company has been awarded technical feasibility to set up 6MW solar power plant at Kodakandla village, Gajwel Mandal,

Medak Dist, Telangana. The power will be sold to third party under open access..

SUBSIDIARIES

Your company has 5 subsidiary companies as mentioned below. Further there has been no material change in the nature of business of the subsidiaries.

Sl. No.	Name of the Subsidiary	Percentage (%)
1.	Globecom Infotech Private Limited	100%
2.	Surana Solar Systems Private Limited	51%
3.	Celestial Solar Solutions Private Limited	51%
4.	Tejas India Solar Energy Private Limited	51%
5.	Aryavaan Renewable Energy Private Limited	100%

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

SCHEME OF ARRANGEMENT:

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

According to the Scheme of Arrangement, the solar business including 5 MW solar power plant and investments in Surana Solar Limited held by M/s. Bhagyanagar India Limited (BIL) are being merged with the Company. Please visit our website www.suranatele.com for complete information relating to the Scheme of Arrangement.

Rationale for Scheme: Solar Business:

- 5 MW solar power plant of BIL is being transferred to

Surana Telecom and Power Limited (STPL) along with all assets and liabilities.

- Bhagayanagar India Limited is holding investments

Surana Solar Limited (SSL). Since the company is engaged in the business relating to solar industry, these investments are also being transferred to STPL.

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

Exchange Ratio:

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS:

SHARECAPITAL:

The paid-up Share Capital of the Company as on 31^st March, 2016 is Rs, 10,40,22,000 divided into 10,40,22,000 equity shares of Re.1/- each.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations, is presented in a separate section forms part of the Annual Report as Annexure-II.

DIRECTORSâ RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT

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

NOMINATION AND REMUNERATION POLICY

PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

DIVIDEND:

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

EXTRACT OF ANNUAL RETURN

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

RISK MANAGEMENT:

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

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

BOARD EVALUATION

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

DIRECTORS:

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

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

Pursuant to the provisions of Section 203 of the Act, the appointment of Shri Narender Surana, Managing Director and Shri Devendra Surana, Director and Ms.Vinita Surana, Whole-time Director and Shri Baunkara Shekarnath, Wholetime Director and Mr.D.Srinivas, Company Secretary were formalized as the Key Managerial Personnel of the Company.

MEETINGS

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

DEPOSITS:

STATUTORY AUDITORS:

The shareholders of the Company at the 25^th Annual General Meeting held on 22^nd September, 2014 approved the appointment of M/s. Sekhar & Co, Chartered Accountants (Registration No. 003695S) as Statutory Auditors of the Company to hold office till the conclusion of 28^th Annual General Meeting subject to ratification of shareholders at every Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

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

AUDITORSâREPORT

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

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

INTERNAL AUDITORS

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

COST AUDITORS

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

CORPORATE GOVERNANCE:

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

VIGIL MECHANISM

SECRETARIAL AUDIT REPORT

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

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

PARTICULARS OF EMPLOYEES

PARTICULARS OF REMUNERATION

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

Name of the Director	Ratio to Median Remuneration
Shri Narender Surana,	0
Managing Director
Shri Devendra Surana, Director	0
Ms.Vinita Surana, WTD*	37.69
Shri Baunakar Shekarnath, WTD	0

* Ms Vinita Surana has been appointed as Whole Time Director w.e.f. 27.03.2015

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

Name of Person	% increase in remuneration
Shri Narender Surana, Managing Director	0
Shri Devendra Surana, Director	0
Ms.Vinita Surana, WTD*	0
Shri Baunakar Shekarnath, WTD	0
Shri Srinivas Dudam, CS	7.69

* Ms. Vinita Surana has been appointed as Whole Time Director w.e.f. 27.03.2015

(iii) The percentage increase in the median remuneration of employees in the financial year - 8.33%

(iv) The number of permanent employees on the rolls of company - 22.

The average increase in salaries of employees other than managerial personnel in 2015-16 was 1.95%. Percentage increase in the managerial remuneration for the year was 7.69%.

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

CHANGE IN NATURE OF BUSINESS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

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

MATERIAL CHANGES AND COMMITMENTS

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

HUMAN RESOURCES:

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

ISO 9001-2008 CERTIFICATION:

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

POLICY ON SEXUAL HARRASSEMENT

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

APPRECIATION:

CAUTIONARY STATEMENT

ACKNOWLEDGEMENTS:

For and on behalf of the Board of Directors

NARENDER SURANA DEVENDRA SURANA

MANAGING DIRECTOR DIRECTOR

Date : 10.08.2016

Place : Secunderabad

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25 th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

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

Consolidated Results Particulars 2013-14 2012-13

Sales and other Income 320,250,814 267,877,316

Profit before Depreciation and Interest 130,278,263 148,524,248

DEDUCT :

Depreciation 81,598,100 93,573,755

Interest and Finance Cost 39,570,632 3,765,0165

Profit for the year 6,399,400 15,731,912

Prior Period Adjustment - 682,637

Profit before Taxation 6,399,400 16,414,549

Provision for Taxation : Income Tax 250,000 2,700,000

Deferred Tax (857,000) (1,388,000)

Profit after Tax 7,006,400 15,102,549

Surplus brought forward from previous year 199,273,557 203,877,433

Balance available for appropriation 206,394,254 218,979,982

APPROPRIATION:

Dividend 12,482,640 12,482,640

Tax on Dividend 2,121,500 2,121,500

Transfer to General Reserves 5,000,000 5,000,000

Balance c/f to Balance Sheet 186,790,114 199,375,842

TOTAL 206,394,254 218,979,982

(Rs. in Lakhs)

Standalone Results

Particulars 2013-14 2012-13

Sales and other Income 319,828,783 267,877,316

Profit before Depreciation and Interest 130,554,159 148642673

DEDUCT :

Depreciation 81,598,100 93,573,755

Interest and Finance Cost 39,562,369 37,649,593

Profit for the year 6,683,559 15,850,908

Prior Period Adjustment - 682,637

Profit before Taxation 6,683,559 16,533,545

Provision for Taxation : Income Tax 250,000 2,700,000

Deferred Tax (857,000) (1,388,000)

Profit after Tax 7,290,559 15,221,545

Surplus brought forward from previous year 199,634,697 204,017,292

Balance available for appropriation 206,925,256 219,238,837

APPROPRIATION:

Dividend 12,482,640 12,482,640

Tax on Dividend 2,121,500 2,121,500

Transfer to General Reserves 5,000,000 5,000,000

Balance c/f to Balance Sheet 187,321,117 199,634,697

TOTAL 206,925,256 219,238,837

PERFORMANCE

During the year under review, the Income from Operations is Rs. 297,827,736 as against Rs. 222,033,545 for the corresponding previous year. The Profit Before Tax stood at Rs. 6,683,559 as against Rs. 16,533,545 for the previous year. The Profit After Tax stood at Rs. 7,290,559 as against Rs. 15,221,545 for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2014 is Rs.0.35 as against Rs. 0.73 for the corresponding previous year ended 31.03.2013.

SUBSIDIARIES

Currently your Company is having 3 subsidiaries as mentioned below:

* M/s Globecom Infotech Private Limited

* M/s Celestial Solar Solutions Private Limited

* M/s Surana Solar Systems Private Limited

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 08.05.2013 approved the Audited Consolidated Financial Statements for the financial year 2013-14 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report.

The annual accounts, financial statements and related detailed information of Company''s Subsidiaries are available on the website of the Company and the same shall also be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Company for the financial year 2013-14. A statement of summarized financials of all subsidiary including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

OPERATION:

Solar Power Projects situated at Charnaka Village, Gujarat is operating Sucessfully. During the year under review, the Capacity Utilisation Factor (CUF) is 18% which is at par with the Industry Standard.

M/s Surana Solar Systems Private Limited, the Company''s subsidiary initiated to set up 5 MW Solar PV Grid Connected Power plant at Shankapur, Medak Dist, Telangana. The subsidiary has purchased land for the said project and has received power evacuation approval. The project is expected to be commissioned during the financial year 2014-15.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 12% amounting to Rs 12,482,640 for the year ended 31st March 2014. This will entitle an out flow of Rs 14,604,140 including dividend tax.

RESERVES

During the year the Company has transferred an amount of Rs 50 lakhs to General Reserves Account.

FIXED DEPOSITS

The Company had not accepted any deposits and consequently no deposits had matured / become due for re-payment as on 31st March, 2014.

DIRECTORS

In accordance of the provision of Companies Act, 2013 and Articles of Association of the Company, Shri. Devendra Surana, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Shri. Baunakar Shekarnath was appointed as Additional Whole Time Director on 09.01.2014 and is hereby proposed to be regularized as Whole Time Director of the Company.

Shri. Ranjan Francis ceased to be a Director from the Board of the Company w.e.f 29.09.2013.The Board records its appreciation & recognition of the valuable contribution and services rendered by Shri. Ranjan Francis.

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

AUDITORS

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

COST AUDITORS

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

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

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

PARTICULARS OF EMPLOYEES

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

ISO 9001-2000 CERTIFICATION

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the foundation for its ethical and value- based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC

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

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

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

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

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the year under review;

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

iv. That the Directors have prepared the Accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

APPRECIATION

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Place : Secunderabad NARENDER SURANA Date : 08.08.2014 CHAIRMAN

Mar 31, 2013

To The Members

The Directors have pleasure in presenting the 24th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS

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

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

Sales and other 2,678.77 1,288.86 2,678.77 1,288.86 Income

Profi t before

Depreciation and 1,483.18 338.45 1,484.37 339.00

Interest

DEDUCT :

Depreciation 951.42 255.63 951.42 255.63

Interest and Finance 374.44 36.00 374.44 36.00

Cost Profit for the year 157.32 46.82 158.51 47.38

Prior Period 6.83 2.91 6.83 2.91

Adjustment

Profit before 164.15 49.73 165.34 50.29

Taxation

Provision for

Taxation : Income

Tax 27.00 27.00

Deferred Tax (13.88) (18.60) (13.88) (18.60)

Profi t after Tax 151.03 68.33 152.22 68.89

Surplus brought forward from 2,038.77 2,141.34 2,040.17 2,142.18 previous year

Balance available for 2,189.80 2,209.67 2,192.39 2,211.07 appropriation

APPROPRIATION:

Dividend 124.83 104.02 124.83 104.02

Tax on Dividend 21.22 16.88 21.22 16.88

Transfer to General 50.00 50.00 50.00 50.00

Reserves

Balance c/f to 1,993.76 2,038.77 1,996.35 2,040.17

Balance Sheet

TOTAL 2,189.80 2,209.67 2,192.39 2,211.07

OPERATIONS

During the year under review, the Income from Operations is Rs.2,220.34 Lakhs as against Rs.1,105.00 Lakhs for the corresponding previous year. The Profi t Before Tax stood at Rs. 165.34 Lakhs as against Rs. 50.29 Lakhs for the previous year. The Profi t After Tax stood at Rs.152.22 Lakhs as against Rs. 68.89 Lakhs for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2013 is Rs.0.73 as against Rs. 0.33 for the corresponding previous year ended 31.03.2012.

SUBSIDIARIES

During the year under review M/s. Celestial Solar Solutions Private Limited became the subsidiary of the Company w.e.f 28.01.2013 and M/s Surana Solar Systems Private Limited became the subsidiary of the company w.e.f 10.06.2013. Currently your Company is having the subsidiaries as mentioned below:

- M/s Globecom Infotech Private Limited

- M/s Celestial Solar Solutions Private Limited

- M/s Surana Solar Systems Private Limited

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfi lling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 08.05.2013 approved the Audited Consolidated Financial Statements for the fi nancial year 2012-13 in accordance with the Accounting Standard (ASÂ21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include fi nancial information of all its subsidiaries, and forms part of this report.

The annual accounts, fi nancial statements and related detailed information of Company''s Subsidiaries are available on the website of the Company and the same shall also be made available to members on request and are open for inspection at the Registered Offi ce of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the fi nancial statements of its subsidiary Company for the fi nancial year 2012-13. A statement of summarized fi nancials of all subsidiary including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Offi ce, forms part of this report.

FUTURE PROJECT INITIATIVES:

Solar Power Projects situated at Charnaka Village, Gujarat is operating Sucessfully. During the year under review, the Capacity Utilisation Factor (CUF) is 18% which is at par with the Industry Standard.

M/s Surana Solar Systems Private Limited, the Company''s subsidiary initiated to set up 5 MW Solar PV Grid Connected Power plant at Shankapur, Medak Dist, A.P. The subsidiary has purchased land for the said project and has received power evacuation approval. The total project cost is expected to be Rs.28 Crores and the plant is estimated to generate about 80 lakhs units per year. The Company has entered Power Purchase Agreement for sale of power and the project is entitled for REC benefi ts. The project is expected to commissioned by 30th September 2013.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 12% amounting to Rs.1.25 crores for the year ended 31st March 2013. This will entitle an out fl ow of Rs.1.46 crores including dividend tax.

RESERVES

During the year the Company has transferred an amount of Rs 50 lakhs to General Reserves Account.

FIXED DEPOSITS

The Company had not accepted any deposits and consequently no deposits had matured / become due for re-payment as on 31st March, 2013.

DIRECTORS

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri. Narender Surana and Shri. M. S. Nirmal Kumar Jain, Directors of the Company will retire by rotation at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment.

Shri. Sanjay Kumar Sanghi ceased to be a Director from the Board of the Company w.e.f 28.04.2012.The Board records its appreciation & recognition of the valuable contribution and services rendered by Mr. Sanjay Kumar Sanghi.

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

AUDITORS

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

COST AUDITORS

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

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

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

PARTICULARS OF EMPLOYEES

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

CREDIT RATING

CRISIL has upgraded its rating outlook on the long-term bank facilities of Surana Telecom and Power Limited (STPL) to ''BBB-/Stable'' from ''BB /Stable'' and the rating on the short-term facilities to ''A3'' from ''A4 ''. The rating upgrade is driven by improvement in STPL''s credit risk profi le with the successful commercialisation of its 5 MW solar power plant resulting in a substantial improvement in its financial risk profile. CRISIL believes that the company would maintain its healthy fi nancial risk profi le in the absence of any major debt-funded capex plan and management''s conservative fi nancial policy.

The ratings refl ect STPL''s Healthy fi nancial risk profi le, marked by low gearing and healthy net worth, and promoter''s experience in the power and related sectors. CRISIL believes that STPL will maintain its business risk profi le over the medium term, supported by stabilisation of operations at its solar power plant. The table mentioned below is the credit rating history of the Company:

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

24.05.2013 CRISIL BBB- - CRISIL A3 Stable

12.04.2012 CRISIL BB - CRISIL A4 Stable

07.03.2011 BB - P4 Negative

01.12.2009 BBB - P3 * Stable

ISO 9001-2000 CERTIFICATION

Your Company continues to hold ISO 9001-2000 Certi- fi cation by meeting all the requirements of Certifi cation from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the foundation for its ethical and value- based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC

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

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

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

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

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profi t or Loss of the Company for the year under review;

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

iv. That the Directors have prepared the Accounts for the fi nancial year ended 31st March, 2013 on a ''going concern'' basis.

APPRECIATION

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Place : Secunderabad NARENDER SURANA

Date : 30.07.2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure in presenting the 23rd Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31.03.2012 is summarized below.

(Rs. in Lakhs) Consolidated Standalone Particulars Results Results

2011-12 2010-11 2011-12 2010-11

Sales and other 1288.86 7,711.82 1288.86 7,711.82 Income

Profit before

Depreciation and 338.45 504.85 338.99 505.24 Interest

DEDUCT :

Depreciation 255.63 220.16 255.63 220.16

Interest and Finance 36.00 148.51 36.00 148.51

Cost

Profit for the year 46.82 136.18 47.38 136.57

Prior Period 2.91 (2.51) 2.91 (2.51)

Adjustment

Profit before

taxation 49.73 133.67 50.29 134.06

Taxation

Provision for

Taxation : Income - 25.00 - 25.00

Tax

Deferred Tax (18.60) (9.04) (18.60) (9.04)

Profit after Tax 68.33 117.71 68.89 118.09

Surplus brought

forward from 2141.34 2,194.93 2142.18 2,195.38

previous year

Balance available for 2209.67 2,312.64 2211.07 2,313.48

appropriation

APPROPRIATION:

Dividend 104.02 104.02 104.02 104.02

Tax on Dividend 16.88 17.28 16.88 17.28

Transfer to General 50.00 50.00 50.00 50.00 Reserves

Balance c/f to 2038.77 2,141.34 2040.17 2,142.18

Balance Sheet

TOTAL 2209.67 2,312.64 2211.07 2,313.48

OPERATIONS

During the year under review, the Income from Operations is Rs. 1105.00 Lakhs as against Rs. 6244.52 Lakhs for the corresponding previous year. The Profit Before Tax stood at Rs. 50.29 Lakhs as against Rs. 134.06 Lakhs for the previous year. The Profit After Tax stood at Rs. 68.89 Lakhs as against Rs. 118.09 Lakhs for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2012 is Rs. 0.33 as against Rs. 0.57 for the corresponding previous year ended 31.03.2011. The drop in turnover and consequential drop in PAT is due to company's exit from telecom and power cable business. The turnover was mainly contributed from sale of aluminum rods, solar & wind power. Inspite of substantial drop in turnover, the company earned net profit of Rs. 68.89 lacs as against Rs. 118.09 lacs for the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 28.04.2012 approved the Audited Consolidated Financial Statements for the financial year 2011-12 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report.

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

SOLAR POWER PROJECT:

During the year under review, the Company commissioned Solar Power Plant with 5 MW capacity at Charanka Village, Santalpur Taluk, Patan District, Gujarat. The plant was commissioned within the control period on 16.01.2012. The grid connected to the Power Project was ready only on 04.03.2012 and as such the power project started supply of power to the grid from 04.03.2012.

FUTURE PROJECT INITIATIVES:

The year 2011-12 was a year of transitional period for the company as it made exit from the business of Telecom Products and Power Cable and entered into business of Solar Power Generation.

For the forecast period 2012-13, the company plans to continue with existing business of manufacturing Aluminum Rods. The company has further commenced the manufacture of the solar panels for off-grid application at Hardware Park. However the main focus of the company will be on the installation of Solar Power Projects in different parts of the country depending upon the Solar Policies of different State Governments, NVVN and under REC Mechanism.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 10% amounting to Rs.1.04 crores for the year ended 31st March 2012. This will entitle an out flow of Rs.1.21 crores including dividend tax.

RESERVES

During the year the Company has transferred an amount of Rs.50 lakhs to General Reserves Account.

FIXED DEPOSITS

The Company had not accepted any deposits and consequently no deposits had matured / become due for re-payment as on 31st March, 2012.

DIRECTORS

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

Shri. N. Rajan Francis who was appointed as Additional Director on 30.07.2012 is hereby proposed to be appointed as Director and thereafter as Whole Time Director of the Company.

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

AUDITORS

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

PARTICULARS OF EMPLOYEES

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

CREDIT RATING:

CRISIL has upgraded its rating outlook on the long-term bank facilities of Surana Telecom and Power Limited (STPL) to 'Stable' from 'Negative', while reaffirming the rating at 'CRISIL BB '; the rating on the short-term facilities has been reaffirmed at 'CRISIL A4 '. The up gradation in STPL's outlook reflects commissioning of, and stabilization of operations at STPL's 5 megawatt- (MW) solar power plant at Patan District (Gujarat). The company commissioned the project on January 16, 2012, without any time overrun. The project cost was about Rs.560 million, as against the previous estimate of Rs.630 million. The project was funded in a conservative debt- equity mix of 47:53. The revision also reflects CRISIL's belief that STPL will prudently fund its growth plans to keep it gearing below 1 time over the medium term. With constant changes in business models over the past eight years, any aggressive shift in STPL's core business could adversely affect its credit risk profile. The table mentioned below is the credit rating history of the Company:

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

CRISIL - CRISIL Stabie 12.04.2012 bb - A4

07.03.2011 BB - P4 Negative

01.12.2009 BBB - P3 * Stable

ISO 9001-2000 CERTIFICATION

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

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

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

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the year under review;

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

(iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

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

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC

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

APPRECIATION

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Place : Secunderabad Narender Surana

Date : July 30, 2012 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2010.

SCHEME OF ARRANGEMENT

During the year under review, the Solar Division of the Company has been demerged with the Company and merged with M/s Surana Ventures Limited. The Scheme of arrangement was sanctioned by the Honble High Court of A.P. vide its order dated 28.06.2010. The Scheme became effective on 28.07.2010 and the appointed date of the Scheme is 01.10.2009. The Scheme of arrangement was for the purpose of re-organising the Company for greater focus in the various activities of the Company, accelerate growth, improve profitability, ensure better operational management and focus on accelerated growth of individual units so as to ensure higher returns to the shareholders, creditors, employees and is also in general public interest.

Consequent upon the demerger of the Solar Division, the shareholders of the Company shall be allotted equity shares of M/s Surana Ventures Limited in the ratio of 3 equity shares of Rs.10/- each of M/s Surana Ventures Limited for every 4 equity shares of Rs. 5/- each held by them in the Company. The share swap ratio has been determined based on the valuations done by M/s. CNGSN & Associates, independent Chartered Accountants, M/s. Sekhar & Co, Statutory Auditors of the Company and the fairness opinion issued by M/s Fortune Financial Services (India) Limited, a SEBI authorised Merchant Banker

FINANCIAL RESULTS

The assets and liabilities of the Solar Division and its operating results have not been incorporated in the Companys books with effect from 01.10.2009 (Appointed Date). As the results for the financial year 2009-10 does not include the figures of erstwhile Solar Division from appointed date, therefore to that extent are not comparable with the figures for 2008-09. The financial performance of the Company for the year ended 31.03.2010 is summarized below.

(Rs. in Lakhs)

Standalone Consolidated Results Results

2010 2009 2010 2009

Sales and other Income 5121.71 9534.05 5121.71 9534.05

Profit before Depreciation and Interest 558.05 638.06 558.05 638.06

DEDUCT:

Depreciation 241.26 223.56 241.26 223.56

Interest 185.88 99.62 185.88 99.62

Profit for the year 131.36 314.88 130.91 314.88

Provision for Taxation : Income Tax 18.00 32.00 18.00 32.00

Fringe Benefit Tax - 4.80 - 4.80

Deferred Tax (3.98) 2.49 (3.98) 2.49

Profit after Tax 114.93 282.00 114.48 282.00

Share in net assets of companies no longer consolidated - - 38.66 -

Share in net assets of Associates - - - (38.66)

Surplus brought forward from previous year 2401.75 2402.30 2363.09 2402.30

Balance available for appropriation 2,516.68 2,684.30 2,516.23 2,645.64

APPROPRIATION:

Dividend 104.02 156.03 104.02 156.03

Tax on Dividend 17.27 26.52 17.27 26.51

Transfer to General Reserves 2000.00 100.00 200.00 100.00

Balance c/f to Balance Sheet 2195.38 2401.75 2194.93 2363.10

TOTAL 4316.67 2684.30 2516.22 2645.64

OPERATIONS:

The year under review was a transformational year for the Company. In the light of demerger of its Solar Division, the Company has to refocus and reorganize its operations to ensure growth and profitability. In view of the same it proposes to strengthen its business in Power Cables, Aluminium CC Rods and Telephone Cables and to venture into new areas of growth and profitability

TRANSFER OF COMPANYS PROPERTY

The Company has entered into Memorandum of Understanding for transfer/surrender of vacant land admeasuring approx. 16,000 Sq.Mts out of 31,726 Sq.Mts bearing Plot Nos.12 & 16 from Plot bearing Nos. 12,13, 14, 15 & 16 in the property known as Pilerne Industrial Estate bearing Survey No.85 of Marra Village within the village Panchayat limits of Pilerne, Marra Taluq Bardez, District North-Goa. The Company shall also enter into tripartite deed of lease with Goa Industrial Development Corporation enabling the Corporation to transfer the property to the said Company.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 10% amounting to Rs 1.04 crores for the year ended 31st March 2010. This will entitle an out flow of Rs 1.21 crores including dividend tax

RESERVES

During the year the Company has transferred an amount of Rs 2.00 crore to General Reserves Account.

FIXED DEPOSITS

The Company had not accepted any deposits and consequently no deposits had matured/become due for re-payment as on 31st March, 2010.

JOINT VENTURE COMPANY

During the year under review, the Company entered into a Joint Venture Agreement with M/s EC

Distribution Limited (ECDL), Bangladesh to form a special purpose vehicle/JV by name "Radiant Alliance Limited" for the purpose of establishing and operating a Solar PV Module manufacturing plant in Bangladesh with an installed capacity of 10 MW.

DIRECTORS

In view of restructuring of the Company pursuant to the Scheme of arrangement as approved by the Honble High Court of Andhra Pradesh vide its order dated 28.06.2010, the Board of Directors unanimously resolved to reconstitute the Board in such a manner that there would be an optimum combination of professional and expert Board to suit the business requirements of the Company according to its Business Plan for the forthcoming years.

Shri M V Jeshwanth Rao was appointed as Additional Director on 24.10.2009. Shri Nirmal Kumar Jain and Shri D.Venkatasubbiah were appointed as Additional Directors of the Company on 07.08.2010. Shri Sanjay Kumar Sanghi, has been inducted into the Board of the Company as Wholetime Director and designated as Director-Operations of the Company on 07.08.2010. He has rich experience of over 20 years in the fields of administration, sales and marketing which would enhance the Companys growth and profitability.

The brief profile of the Directors seeking reappointment and appointment at the ensuing Annual General Meeting is being annexed to the Corporate Governance Report.

Shri O. Swaminatha Reddy, Shri R.Surender Reddy, Shri S.R.Vijayakar and Shri S.Balasubramanian have resigned w.e.f 08.08.2010. Shri Narender Surana, Managing Director of the Company has resigned from the office of Managing Director with effect from 08.08.2010 and continues to be the Director of the Company. Shri Manish Surana was appointed as Executive Director on the Board of the Company at their meeting held on 24.10.2009 for a period of 3 years. He resigned as Director w.e.f 08.08.2010.

The composition of Board w.e.f 08.08.2010 is as follows:

Sl. Name of the Designation

No. Director

1. Shri G.M.Surana Non-executive Director

2. Shri Narender Surana Executive Director

3. Shri Devendra Surana Executive Director

4. Shri Sanjay Kumar Sanghi Director-Operations

5. Dr. R.N. Sreenath Independent Director

6. Shri M V Jeshwanth Rao Independent Director

7. Shri Nirmal Kumar Jain Independent Director

8. Shri D.Venkatasubbiah Independent Director

The Board wishes to place on record its appreciation for the contributions made by Shri O. Swaminatha Reddy, Shri R. Surrender Reddy, Shri S.R. Vijayakar, Shri Manish Surana and Shri S. Balasubramanian during their tenure on the Board of the Company.

AUDITORS

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

PARTICULARS OF EMPLOYEES

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

Ms. Vinita Surana, relative of Shri Narender Surana, Director of the Company who was promoted to "G.M. Finance" on 26.10.2008 with a remuneration of Rs.40,000/- per month resigned from office w.e.f 08.08.2010.

INSURANCE

The Properties and Assets of your Company are adequately insured.

ISO 9001-2000 CERTIFICATION

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

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

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

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the year under review;

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

(iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2010 on a going concern basis.

Auditors Observations:

The observation reported in para 4(e)(1) regarding the provision for loss of goods, your company filed

suit against the parties for recovery of the amount of US $ 5,73,700 with Honble High Court of Mumbai consequent to which the High Court directed the parties to furnish Bank Guarantee to the Court for an amount of Rs. 3,33,90,180/-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

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

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC

Information on Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of

particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

APPRECIATION

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

ACKNOWLEDGEMENTS

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

for and on behalf of the Board of Directors

Place : Secunderabad G. Mangilal Surana

Date :07.08.2010 Chairman

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