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Directors Report of Surya Roshni Ltd.

Mar 31, 2023

The Board of Directors hereby submits the Fiftieth (50th) report of the business and operations of the Company along with the audited financial statements, for the financial year ended 31st March, 2023. The Consolidated performance of the Company and its wholly -owned subsidiary has been referred to wherever required.

1 RESULTS OF OPERATIONS AND STATE OF AFFAIRS:

(Rs. in crore)
Particulars	Standalone For the year ended 31st March,		Consolidated For the year ended 31st March,
Particulars	2023	2022 \|	2023	2022
Revenue from Operations	7,995.95	7,730.07	7,996.71	7,730.82
Other Income	5.22	5.72	5.35	5.80
Total Revenue	8,001.17	7,735.79	8,002.06	7,736.62
EBITDA	619.18	448.20	619.51	448.68
Finance costs	44.84	63.63	44.85	63.65
Cash Profit	574.34	384.57	574.66	385.03
Depreciation and amortisation expenses	115.41	108.38	115.41	108.38
Net Profit Before Tax (PBT)	458.93	276.19	459.25	276.65
Tax Expenses	123.65	71.62	123.73	71.73
Net Profit After Tax (PAT)	335.28	204.57	335.52	204.92
Other Comprehensive Income	(0.43)	0.42	(0.43)	0.42
Total Comprehensive Income	334.85	204.99	335.09	205.34
EPS (Basic in '')	62.74	38.33	62.78	38.40
EPS (Diluted in '')	61.62	37.60	61.67	37.66

Standalone Financial Highlights:

During the year under review, the revenue from operations of the Company is '' 7,995.95 crore as compared to '' 7,730.07 crore last year registered an increase of 3.44%, EBITDA was '' 619.18 crore as compared to '' 448.20 crore last year registered an increase of 38.15%, Profit before tax stands at '' 458.93 crore as compared to '' 276.19 crore last year, registered an increase of 66.17% and Profit after tax stand at '' 335.28 crore as compared to '' 204.57 crore last year, increased by 63.89%.

The said remarkable sustained performances are based on the improvement in the operational performance supported by higher contribution of value added products in Steel Pipes and Strips business, thereby leading to better profitability and accruals and resultant improvement in debt metrics and liquidity position.

With consistent reduction in debt levels including prepayments culminating into reduced finance cost, deeper market penetration in rural and semi-urban markets with diversified product profile, nationwide marketing network, established brand name, experienced management brings overall synergy and greater integration.

The Company''s trusted brands backed by own production facilities and through adoption of latest technology, operational efficiency, excellent customer service and launch of innovative and diversified products in the market will add a fillip to the revenues with improved profitability in both the segments. Consolidated Financial Highlights:

The Company has a sole wholly-owned subsidiary company namely SURYA ROSHNI LED LIGHTING PROJECTS LIMITED, which was incorporated as Special Purpose Vehicle (SPV). In the fiscal year under review, the revenue from operations of the Group is '' 7,996.71 crore as compared to '' 7,730.82 crore last year registered an increase of 3.44% EBITDA was '' 619.51 crore as compared to '' 448.68 crore last year registered an increase of 38.07%, Profit before tax stands at '' 459.25 crore as compared to '' 276.65 crore last year, increased by 66.00% and Profit after tax stands at '' 335.52 crore as compared to '' 204.92 crore last year registered an increase of 63.73%.

The Company''s continuous focus on working capital optimisation of working capital cycle stands to 64 days in FY 2022-23 and RoCE has improved by 670 basis points to 22.9% for FY 2022-23 from 16.2% in FY 2021-22, while RoE has improved by 560 basis points to 19.7% in FY 2022-23 from 14.1% in FY 2021-22.

DEBT REDUCTION

Through consistent efforts over the past few years, today, the Company have become a Term Debt Free Company, resulted in lowering debt equity ratio to

0.22. The Company''s balance sheet has been further strengthened by lowering of the debt equity ratio. STEEL PIPES & STRIPS

The steel tubes and pipes industry showed resolute strength during the period in India is expected to grow rapidly, driven by high standards set by national and international specifications and widespread application in major industries. India''s steel consumption growth to be healthy at 8% to 10% in FY24 led primarily by infrastructure push; With rising urbanisation, the need for water transportation, various agriculture and irrigation development projects, and the National Jal Jeevan Mission (NJJM) launched by the Ministry of Jal Shakti (MJS) provide ample growth opportunities.

The NJJMâs goal is to provide âFunctional Household Tap Connection (FHTC) to every rural household in India by 2024, leading to a surge in demand for steel tubes and pipes, which are essential in establishing a robust water supply infrastructure across rural India. Therefore, the steel tubes and pipes industry is poised for substantial growth in the years to come, owing to their versatility and widespread use in various sectors. Surya being the largest exporter of ERW pipes and largest producer of ERW GI Pipes in India. manufactures ERW Steel pipes (GI Black, Hollow Section), API & Welded pipes, Spiral, 3LPE Coated pipes & CR strips having wide applications of its products in Agriculture, Infrastructure, Oil & Gas and Construction sectors. The Company products are approved by API (American Petroleum Institute) for Oil & Gas sector. During the year, the Company value added products which have better EBITDA per ton have yielded results and Company was able to deliver a remarkable growth in its sales with improved margins.

During the year under review, the segment reported robust performance both in the top and bottom line on count of strengthening of product portfolio. The

Revenue of the segment stands at '' 6,451.89 crore in FY 2022-23 as compared to '' 6,402.06 crores during FY 2021-22 with better product mix, increased share in high value-added products, driven by all divisions of B2C and B2B. The EBITDA during the year increased by 45.29% and stands at '' 497.17 crore in FY 2022-23 as compared to '' 342.20 crore registered in FY 2021-22.The EBITDA per tonne has shown further improvement by about 39.76% to '' 6,496 in FY 2022-23 as compared to '' 4,648 per metric ton last year. The cash profit improved by 59.66% in FY 2022-23 to '' 457.41 crores from '' 286.49 crore as registered in FY 2021-22. The PBT for the year further improved by 80.41% to '' 368.86 crores as compared to '' 204.45 crores in FY 2021-22.

Through continuous focus on value added product, cost optimisation, manpower cost, electricity, logistic and other manufacturing cost along with operating efficiencies, top line and bottom line of the segment improved substantially.

The Steel pipes and strips performance during the year under review looks promising with higher contribution from value added products viz. API, GI Pipes and Exports, which will continue to drive improvement in EBITDA margins. The Company is well-positioned to leverage the opportunities. Its existing capacities for GI pipes and a robust presence in the rural regions of India are set to enable the Company chart a strong growth trajectory.

ANJAR(KUTCH)

As the oil & gas industry continues to evolve, steel has become even more effective and reliable due to advances in technology. In the years to come, steel is likely to become even more pivotal to help the oil sector progress. Steel pipes are specifically designed for use in the oil & gas industry. Due to their extensive range of benefits, steel pipes play a key role during the transport of hazardous materials, crude oil, and natural gas.

The unit which is established in the year 2010 on 92 Acres are in close proximity to Kandla and Mundra port gives strategic advantage in exports and imports. The unit exports more than 70% of its production. The unit has successfully manufactured API 5L X - 70 PSL2 Grade pipe for Oil & Gas Industry.

The Company has established world''s one of the best 3LPE Coating facility having latest technology

from Selmer, Netherland at its unit with an installed capacity of 27,50,000 Sq. mtr. for External and 11,00,000 Sq. Mtr. Internal Coating for pipes ranging from 4" to 64" diameter.

The order book continued to grow, particularly the value added products such as API coated pipes and exports. The Company has a strong order book of around '' 850 crores in hand for API, Exports and Actual Users, which provides a good revenue visibility over a short to medium term. The Company is witnessing strong enquiry flow, which should further improve the order book in the coming quarters.

With the established 3LPE Coating line in place, the Company will be benefited by higher capacity utilisation of its existing Spiral and ERW API Pipes facilities with increase in the share of high value added pipes and achieve savings in logistic & coating charges. This shall further be leveraging the presence of the Company in the domestic as well as Global 3LPE Coated Steel Pipes for Oil and Gas (including CGD) sector, leading to further improvement in top and bottom line of the Company.

The Company, continue to maintain its supremacy in the domestic market and is now at par with all the leading Global pipe manufacturers in terms of supplying high quality of API line pipes with internal & external coating. Different types of coating like 3LPE, 3LPP, FBE (single & dual layer) and internal epoxy coating are carried to safeguard the pipe from rusting and also increases the life of the pipe. Different other pipes specifications such as EN, BS, AUSTRALIA & ASTRA GRADE are also manufactured by the Company.

DIRECT FORMING TECHNOLOGY (DFT) AT MALANPUR (M.P.)

The state-of-art imported mill for manufacturing of Heavy Structural Hollow Square / Rectangular Section Steel Tubes (up to 300 * 300 mm) of sizes > 6 mm to 12 mm with Direct Forming Technology (DFT) at Malanpur (M.P.) with an installed capacity of 36,000 MTPA, which commenced commercial production on 14th April, 2022 is performing as per expectations during the year. The new technology (DFT) not only paves an innovative route of high tech designed methodology to produce ERW Structural Steel Section Pipes and simplify the process by reducing the time & labour of producing customised hollow section pipes and makes operation setting accurate, easy and efficient but it also enabled to improve our value

added offerings of large diameter heavy structural pipes, resulted into creation of a larger and stronger steel pipes business with economies of scale.

The advantages derived through manufacturing from Direct Forming Technology (DFT), are:

1. Heavy structural pipe with higher dia and thickness which was not in the product mix earlier will now be used in a different segment of heavy infra projects like Airports, Railway etc. and also a big potential to export.

2. Speeds up the Hollow Section formation.

3. Just in Time Delivery to the customers even in small lots due to its faster changeover of sizes methodology at substantial reduced time.

4. Process is Autonomous & Computer measured with assured perfect pipe quality, dimensions and corner radius control.

5. High automation level

With the operation of the new technology (DFT), the Company will be immensely benefitted as good demand is foreseen from the domestic and export front to which it caters.

CONCLUSION

The wide acceptance of Company''s steel pipe products is evident with its expanding market share and brand preference. As world-class quality products of the Company are being sold by 250 dealers and 21000 retailers across India and are also being exported to more than 50 countries across the globe namely UAE, Australia, Egypt, EU, Canada, U.S etc.

The Government thrust on projects like increasing the share of gas in energy mix, City Gas Distribution network, improved focus on domestic water segment, irrigation projects, allocation in âHar Ghar Jal'' scheme etc. will be benefiting the Company as it has immense infrastructure already built in terms of large scale manufacturing facilities and wide spread distribution network.

LIGHTING & CONSUMER DURABLES

The market for lighting fixtures and luminaires has undergone a significant transformation in recent years, with LED lights replacing incandescent bulbs. LED lights are highly energy-efficient, making them an increasingly popular choice for both residential and commercial use.

LED lights have become one of the most popular lighting technologies worldwide due to their

numerous benefits, and their usage is expected to increase further. Industry reports project that LED lighting penetration will reach 87% by 2023, propelled by rising environmental concerns and favourable government initiatives.

During FY 2022-23 the Company registered Consolidated Revenue from operations of '' 1,545.17 crore as compared to '' 1,332.93

crores in FY 2021-22 an increase of 15.92%. The EBITDA and Cash Profit had been '' 122.34 crore and '' 117.25 crore respectively in FY 2022-23 as compared to '' 106.47 and '' 98.53 crores achieved in FY 2021-22. The Profit before tax stood registered an increase of 25.21% at '' 90.39 crores as compared to '' 72.19 crores achieved in FY 2021-22.

The FY 2022-23 witnessed growth across all business divisions of B2C and B2B, both on quarterly and last year basis. The EBITDA margins were steady and navigated inflation in commodities and currency.

The Consumer Lighting, Professional Lighting, Consumer Durable and PVC businesses continued to drive the growth as the Company kept introducing new products while working relentlessly on developing new products from its R&D Centre at Noida. OVERVIEW, AND ACHIEVEMENTS IN 2022-23 LIGHTING

Surya Roshni ventured into Lighting in 1984, and has successfully transitioned over the last few years from being one of the clear market leaders in Conventional Lighting to becoming one of the leading LED Lighting player.

Surya is engaged in the manufacture and sales of Conventional Lighting (GLS, Tubelights) and energy-efficient LED Lighting (LED Bulbs, LED Battens, LED Tubes, Downlighters and other Luminaires) in the Consumer segment, and advanced Smart LED products for the Street Lighting, Infrastructure, Industry, Office and Retail Segments in the Professional segment. Fagade Lighting and Solar Lighting are big growth areas for the Company.

Over the years, the Company has developed a strong brand, and is a major strong player in Consumer Lighting. It is also recognised as one of the most trusted and preferred brands in Lighting.

The Company has state-of-the-art manufacturing facilities at Kashipur (Uttarakhand) and Malanpur (Madhya Pradesh). Besides, it also has an advanced R&D Centre, the Surya Technology & Innovation Centre (STIC) at Noida.

Surya has created value in Lighting by:

> Increasing sales volumes, revenues and profits over the years

> Diversifying the product portfolio, with strong market leadership in the organised sector

> Launching over 250 new SKU''s products over the last 3 years

> High engagement with distributors, dealers and retailers driving preference over its competitors

> Developing a Pan India reach, with very strong semi-urban and rural presence

> Building a strong brand, well accepted across India and globally

> Working with a satisfied and motivated team, with a large proportion of the team working with the Company for over 11 years

> Reducing energy consumption through continuous energy conservation initiatives

Some of the key achievements for Lighting in

2022-23:

â¢ Consumer Lighting and durable business growth is 16% during the FY 2022-23

â¢ LED Lights achieved almost '' 1000 crore with growth of 27%.

â¢ Professional lighting withnessed 38% growth, with robust order inflow.

â¢ All categories within LED lighting had an excellent growth both in value and volume term.

â¢ Fan had a challenging year mostly on account of statutory changes. All other categories showed a decent growth.

â¢ Lighting and Consumer Durable division has been able to repay all fund based loan and now the division is interest free.

â¢ There has been a continuous decrease in cost related to warranty on account led lighting and is now one of the best in the industry.

â¢ Productivity through Automation and

Improvement projects increased by 20% at both its plants at Malanpur and Kashipur

â¢ Successfully achieved PLI investments and related revenue turnover during 2022-23. The investment helped in improving our Quality, lower Inventory and Speed to the Market. Our competitive edge both in bulb and batten has improved.

â¢ There has been improvement in our Premium portfolio mix.

â¢ Greater thrust on advertising and marketing activies to enhance market share and brand Visibility Increased dealer and distributor engagement through various initiatives.

â¢ Company has invested in improving its product visibility through packaging, dummies and key product display at more than 20,000 key retailers. Company also created innovative merchandise for creating brand shout-out from within more than 100,000 small electrical stores

â¢ The Company has won number of projects and now is an approved make in most Central, State Government authorities, PSUs, EPCs and many Electrical consultants. The Company has won quite a few high visibility projects like Greater Noida Street Lighting and DVC.

â¢ The Company has kept the continuous focus on both cost and quality which reflects improvements in different quality and cost parameters.

Fan & Appliances Sales Manpower were merged as ONE Team Consumer Durables with significant gains due to synergy, improved productivity, wider reach-coverage & setting things up for accelerated future growth. The division is also working for gain entry into new channels viz. E Commerce, Large Format Stores. Consumer Durables FANS

Surya entered the Fans category in 2014, and was the fastest company. Surya has contemporary designs, and a broad range, from designer fans to the economy range. The wide range includes Ceiling, Pedestal, Wall, Table, Domestic Exhaust, Industrial Exhaust and BLDC fans.

We had a smooth transition in Jan-2023 to BEE regime in Ceiling Fans & ready to take maximum advantage as organised market likely expansion.

Fans range now includes Smart Fans in ALL BEE star ratings and have innovative features such as AntiDust, Unique Designs, Energy efficient and High Air Delivery fans.

Some of the key achievements for Fans in 2022-23:

â¢ Launched 12 new models, across relevant price points

â¢ The share of Premium Fans increased

â¢ Expanded in to the CPC/CSD segment

â¢ Expanded the urban, Rural Authorised Service Centers, in order to drive faster resolution of consumer calls within 24 hours & improve Customer Visit Cost.

APPLIANCES

Surya entered the Appliances category in 2015. The appliances segment had consistent growth during recent years and with addition of new products, Home appliances grew by 25% YOY.

We cater to the needs of Indian consumers across different 6 main product categories of Food Preparation, Kitchen Appliances, Cooktops, Dry Irons, Room & Water Heating Appliances.

Some of the key achievements for Appliances in 2022-23:

â¢ The category grew on the back of strong performance from critical sub-segments viz. Induction Cooktops (44%), Kitchen Appliances (31%) & Water Heaters (26%).

â¢ The new launches in the Kitchen Appliances and Food Preparation categories include Bliss Mixer Grinders, Aqua Kettles, Indi cook Rice Cookers, Infrared Cooktops.

â¢ Water Heater segment growth was driven by new launches in Instant Category & Customer Experience initiatives viz. Installation Support.

PLI Scheme

The Indian Government''s Production-Linked Incentive (PLI) scheme for white goods is a significant step towards enhancing the global competitiveness of Indian air conditioner and LED lighting manufacturers. The scheme provides incentives to manufacturers who meet certain production targets.

The objective of the scheme is to encourage companies to increase their production capacity and invest in research and development to design new and innovative products. This, in turn, is expected to boost local manufacturing and sourcing of components and create employment opportunities in India.

The Company''s capex under the PLI scheme is ongoing as per schedule. Once fully operationalised, it is expected to lower the external dependency along with the reduction in cost. The Company''s constant effort to bring down replacement costs has worked well. (~ 457 bps from 678 bps), a significant reduction on YoY basis. The Company remains committed to further bring down the cost, which will enable the Company to offer high quality products

FUTURE PROSPECTS STEEL PIPES & STRIPS

Steel plays a vital role in the development of modern economy and consumption of steel widely taken to be an indicator of economic development. India has become the world''s 2nd largest Steel producer. Steel Pipe Industry continues to have a strong demand in traditional sectors such as construction, housing, transportation, agriculture, boring, firefighting, Infrastructure, Oil & Gas sector and river interlinking etc. Various steps have been taken by the Government of India to boost steel production, consumption and exports. Indian economy, gradually become a preferred location for global manufacturing in medium to long term, shall make the Company more competitive considering its strong brand presence, Pan India operations and extensive dealer network mainly in rural and semi-urban areas.

India has become the global pipe manufacturing hub primarily due to the benefits of its lower cost, high 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.

Surya is the largest ERW GI pipe manufacturer and the largest exporter of ERW pipes in India. Surya continuously assess the requirement of its customers and develop the products accordingly. Surya has good presence in Fire Fighting, Agriculture, Section and API pipes required for infrastructure, household plumbing uses and Oil & Gas sector.

The Company aim to maintain positive export momentum of value-added products, particularly API pipes, to various regions including Middle East, Europe, and Australia, despite facing geopolitical challenges. The Company intends to increase its market share in GP pipes by participating in the Government''s âJal Jivan Mission''. Furthermore, the Company anticipates that there will be a demand for higher thickness and higher gauge material in India which in turn, will lead to a peak in demand for the DFT-based pipes in the coming period. In addition, the Company plans to cater to the âinch-to-inch'' pipes market in Canada and the US, resulting in incremental exports for the Company.

Government Initiatives

The Central Government Aatma Nirbhar Bharat Abhiyaan provides ample emphasis to rural India, agriculture, manufacturing and exports. The growth in rural India is expected to be higher than urban in future. As company''s major sale comes from rural, semi urban & from exports and therefore, going forward the segments of the Company shall bring healthy growth.

âHar Ghar Jal" - Piped water for all

Surya remains optimistic on high attention from the policy makers on future availability of drinking water and expansion of the piped drinking water for all. By an estimate, India is home to 18% Global Human Population with approximately 4% of Global Fresh Water resources. The lack of access to potable water is a serious health risk for millions of people, especially in rural areas. The Government''s efforts to provide piped water to every household under the âJal Jeevan Mission'' is a positive step in this direction. Nonetheless, it is of critical importance to prioritise the sustainability of the water supply and avoid further burdening the already over-utilised water resources. With increased focus on water and irrigation segments in the Union Budget 2022-23 and the allocation of '' 862 billion towards the Ministry of Jal Shakti, India''s water scarcity challenge is finally getting addressed. The creation of the National Interlinking of Rivers Authority (NIRA) is also a crucial development as it will facilitate the planning, investigation, financing, and implementation of river interlinking projects in the country.

Upto December, 2022 10.76 crore (55.62%) rural households have tap water supply and rest 44% of households are targeted to have FHTC by 2024 which is approx. 7.12 crore households. With the total estimated requirement of GI pipes envisaged under Jal Jeevan Mission scheme stands at approx. 15,00,000 M.T. for supplies till 2024, Surya, leading manufacturer of GI Pipes with capacity of 3.60 lakh M.T. will be immensely benefited due to its Pan India presence with the state of art plants which provide immense benefits with savings in logistic cost.

Surya Roshni is well-positioned to leverage the opportunities within the water segment. Its existing capacities for GI pipes and a robust presence in the rural regions of India are set to enable the Company chart a strong growth trajectory.

BRAND VISIBILITY

Looking to the brand image of "Prakash Surya", the demand & supply scenario in Indian markets, the Company''s state of the art Steel pipe manufacturing mills for production of ERW and Spiral pipes (GI, Black, Section) and API pipes with 3 LPE coating yielded results. Further, company from its Hindupur (A.P) unit derives benefits of economies of scale at lower capital cost and increased market share in the premium market of South India, leading to savings in logistic cost and strengthening the overall Steel Pipe business of the Company.

Surya Roshni has consistently promoted its brand through various forms of advertising, under the name âPrakash Surya'' for its steel pipes & strips products. With strong promotional endeavours, the Company has built greater visibility for its products.

LIGHTING & CONSUMER DURABLES

In Consumer Lighting, the Company will continue its high growth momentum, and is focused on further improving its distribution and reach, across Urban, Semi-Urban and Rural India. There will be several New Product Launches, across LED Lamps, Battens and Downlighters, including Smart Lighting products. The Company will continue to employ Channel Financing to support primary partners reach and counter share objectives

In Professional Lighting, the Company is further strengthening its Key Account Management, Projects and Design teams to drive a focused approach to its customers, and improve its project execution capabilities. There will be several New Product Launches, across segments, including sub segments where our market share is smaller.

In Consumer Durables, company will focus on gaining market share in both Fans and Appliances. It will expand its range of Fans, across types and price points. It will also launch several New Products in Appliances, including in Water Heaters, Room Heaters, Bliss Mixer Grinders Aqua Kettles, Indi Cook Rice Cookers, Infrared Cooktops and Induction Cooktops. Surya will be aggressive in Advertising and Promotions in 2023-24, including both Above the Line and Below the Line advertising. The Company will continue to invest in Automation and upgradation of Systems to drive higher efficiencies and productivity. The Company is also investing in the PLI scheme for LED Lighting.

With a very strong and trusted brand, consumer centricity and innovation at the core, strong focus on quality, extremely strong distribution, a wide product range across Lighting and Consumer Durables, aggressive and focused plans for the year, a capable and experienced Senior Management Team, disciplined Working Capital management and supportive Government initiatives like Aatmanirbhar Bharat and the PLI scheme, Surya is well placed for a great FY 2023-24.

BRAND VISIBILITY

Surya reaches out to more than 300,000 retailers across the country. We will continue to invest in below the line marketing activation programs, with higher focus on in-store brand, product and key new product visibility. We will also invest on engagement products both offline and online for a two-way feedback and building our camaraderie with the channel.

We will use Social Media as a means to reach out to wider audience to drive our un-aided awareness and build preference score for key categories.

To above objectives, company has finalised and put in place new agencies to build sharper messaging and better return on marketing investments RESEARCH AND DEVELOPMENT CENTRE Surya Roshni is today one of the market leaders in Lighting Industry in India. This has become possible due to focus and commitment of the Management and employees. High Quality Products, strong marketing, cost effective production and a strong impetus on development and introduction of new LED products and technologies has also played a crucial role in achieving this. Surya Technology and Innovation Centre (STIC) has contributed immensely towards achieving the position presently enjoyed by the Company.

STIC has been involved in the research and development of smart, cost effective, and efficient LED lights with many unique and first-in-class features. The Company has invested in various resources required for the mechanical, electronics and optical development. Experienced designers and mechanical engineers design new luminaires ensuring that the lights stand apart in the aesthetics and functioning. The in-house electronics driver development for use in LED lights ensures high quality and high reliability of all our luminaires.

The products designed and developed in the R & D centre cater to both the Commercial and Professional Lighting segments and cover a large range of indoor as well as outdoor products. The Company has developed entire range of luminaires with dimmable drivers, with programmable drivers, with astronomical timer based controls, LDR based controls and with several other features. STIC is also working towards development of smart products in both the segments to keep in line with the latest trends with the markets. The Company has received design registrations for two products in the reported year - Street Light and Tunnel Light which have been completely designed and developed in-house. It gives credibility and confidence to the design team and strong support to the Marketing team.

All kinds of mechanical, electrical and safety tests are performed on the products before releasing for production to ensure that the performance of products during adverse electrical and environmental conditions is never compromised.

The Company''s has NABL accredited Photometric and Electrical Testing Laboratories. The Photometry Testing laboratory has the capabilities to measure light distribution pattern, illuminance, luminous flux, chromaticity, color temperature (CCT), color rendering index (CRI) of light sources and luminaires. The centre is equipped with a High speed Mirror Gonio photometer (Type C) from LMT, Germany along with a 2m Integrating sphere, luminance meter and illuminance meters making it one of most well equipped Photometric testing lab in India. The Electrical Testing laboratory is equipped with several advanced equipments and have the capabilities to do Surge test, Immunity test, HV, IR, Leakage Current measurement, Switching Cycle Test, Thermal Test, Endurance test, Humidity test along with Ingress protection and Impact protection tests.

STIC has also been recognised as an R & D Centre by DSIR (Department of Scientific & Industrial Research, Ministry of Science & Technology).

STIC is actively supporting Surya Roshni by providing the most energy efficient, safe, reliable and environment-friendly lighting products with best-inclass research, design and development and thus contributing its share towards brighter, better and a green India.

OUTLOOK

During the year, the Company become larger and stronger with its continuous cost reduction, overhead rationalisation, value added products and creating demand for different applications of its products. With strong emphasis of Government on Aatma Nirbhar Bharat Abhiyaan and Vocal for Local and PLI Scheme for LED Lighting Products / Components, higher demand from agriculture, manufacturing, exports and from rural India is expected in future. As company''s major sale comes from rural, semi urban & exports and therefore, going forward, both the segments of the Company shall be performing well. With both short term and long term strategies in place, the Company aligned its resources to the needs of the industry and customers to achieve its future goals.

Surya Roshni''s strong dealer and distribution network has enabled the Company to reach customers across the country, particularly in Tier - II, Tier - III cities, and rural areas. It has consistently generated value for its stakeholders through its strong brand equity, robust quality, continuous innovations, sound financials, seamless operational efficiency, and prudent management.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the provisions of Section 134(3)(l) of the Companies Act, 2013 (hereinafter referred as "the Act" in this report), no material changes or commitment affecting the financial position that have been occurred between the end of the financial year of the Company to which the financial statements relate to the date of this 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. GENERAL RESERVES

The Company has transferred an amount of '' 34 crore out of profit for the year to General Reserve.

5. DIVIDEND:

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) (hereinafter referred as "Listing Regulations" in this report), the Company has Dividend Distribution Policy which is available on the Company''s website at the following link:

https://surya.co.in/wp-content/uploads/2022/05/

Dividend-Distribution-Policy.pdf

The Board considering the Company''s performance and financial position for the year under review, recommended a final dividend pay-out of '' 4.00 per equity share for the year ended 2022-23 subject to approval from the shareholders at the ensuing AGM and shall be subject to deduction of Income Tax at Source (TDS). This takes the total dividend pay-out for the current financial year to '' 7/- (including 1st Interim Dividend of '' 3/- paid in February, 2023). The outflow on account of final equity dividend will be '' 21.76 crore.

6. BOARD MEETINGS:

Under the Law, the Board of Directors must meet at least 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. The Board meetings of the Company are held during the financial year 2022-23 in compliance to the provisions of the Act and Listing Regulations.

During the last financial year, the Board met four times, on 19th May, 2022; 13th August, 2022; 10th November, 2022, and 18th January, 2023.

For further details, please refer to the Corporate Governance Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively.

7. DIRECTORS AND KEY MANANGERIAL PERSONNEL: Re-appointment of Director to Retire by Rotation:

As per Article 77(ii) of the Articles of Association of the Company, Mrs. Urmil Agarwal (DIN - 00053809) retire by rotation and, being eligible, offer herself for reappointment.

Appointment of Directors

The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) has appointed the following directors on the Board of the Company:

1. Mr. Tekan Ghanshyam Keswani (DIN- 09773189) as an Additional Independent Director on 28th October, 2022 and subsequently shareholders through Postal Ballot approved his appointment on 21st December, 2022 for his first term for a period of 5 consecutive years w.e.f. 28th October, 2022.

2. Mr. Naresh Agarwal (DIN- 00112365) as an Additional Independent Director on 4th November, 2022 and subsequently shareholders through Postal Ballot approved his appointment on 21st December, 2022 for his first term for a period of 5 consecutive years w.e.f. 4th November, 2022 to 3rd November, 2027. Cessation of Directors:

â¢ Mr. Krishan Kumar Narula - (DIN-00098124), an Independent Director, had ceased to be director on completion of consecutive two terms as an Independent Director of the Company w.e.f. 5th September, 2022

â¢ Mr. Sudhanshu Kumar Awasthi - (DIN-02162923), an Independent Director, had ceased to be director on completion of consecutive two terms as an Independent Director of the Company w.e.f. 5th September, 2022

â¢ Mr. Pramod Jain - (DIN-00002190), an Additional Director (Non-executive Independent), had ceased to be a director upon expiry of the term as an Additional Director at the Annual General Meeting held on 21st September, 2022.

Change of Key Managerial Personnel (KMPs)

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

Name of the official(s)	Key Managerial Personnel (KMPs)
Mr. Raju Bista	Managing Director
Mr. Vinay Surya	Managing Director
Mr. Tarun Kumar Baldua	ED & C.E.O - Steel Operations
Mr. Jitendra J Agrawal	C.E.O - Lighting & Consumer Durables
Mr. Bharat Bhushan Singal	CFO & Company Secretary

During the year, under review, Mr. Nirupam Sahay, ED & CEO Lighting had resigned from the services of the Company and relieved on the close of business hours on 31st May, 2022.

Further, Mr. Jitendra J Agrawal is appointed as the Chief Executive Officer - Lighting & Consumer Durables of the Company w.e.f. 10th November, 2022.

Furthermore, Mr. B B Singal existing Company Secretary has also been appointed as Chief Financial Officer (CFO) w.e.f. 19th May, 2022

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.

All the Independent Directors of the Company have been registered in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (âMCAâ). Further, in terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors have passed or were exempted to undertake online proficiency self-assessment test conducted by the IICA including Mr. Tekan Ghanshyam Keswani who is exempted to undertake the test and Mr. Naresh Agarwal, Independent Director appointed during the year have to undergo proficiency self-assessment test within the prescribed time frame.

In the opinion of the Board, all independent directors possess strong sense of integrity and having requisite experience, qualification and expertise required for their role and independent of the Management For further details, please refer corporate governance report.

9. COMPOSITION OF AUDIT & OTHER COMMITTEES

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

Names of the Members	Director Identification No.	Category
Mr. TaraShankar	00157305	Chairman :
Bhattacharya!		Independent -Director
Mr. Surendra Singh	02126149	Member :
Khurana		Independent -Director
Mr. Vinay Surya	00515803	Member : Executive -Director

Names of the Members	Director Identification No.	Category
Mr. Sunil Sikka*	08063385	Member : Independent -Director
Mr. Krishan Kumar	00098124	Ex-Chairman :
NarulaA		Independent -Director
Mr. Pramod Jain ^AA	00002190	Member : Additional Independent -Director

! Appointed as the Chairman of the Committee by the members at their meeting held on 10th November, 2022

* Inducted as the member of the Committee by the Board of Directors on 22nd September, 2022.

^A Ceased to be director on completion of tenure as an Independent Director of the Company w.e.f. 5th September, 2022.

aa Ceased to be the additional director of the Company upon expiry of the tenure at the Annual General Meeting held on 21st September, 2022.

All members of audit committee are financially literate and have accounting and related financial management expertise. Detailed information pertaining to the Audit Committee has been provided in the Corporate Governance Report.

Nomination and Remuneration Committee

The composition of the Committee is as follows:

Name of the Members	DIN	Position	Category
Mr. Surendra Singh Khurana	02126149	Chairman	Non Executive, Independent
Mrs. Urmil Agarwal*	00053809	Member	Non Executive, Non Independent
Ms. Suruchi Aggarwal**	09501245	Member	Non Executive, Independent
Mr. Krishan Kumar NarulaA	00098124	Ex Chairman	Non Executive, Independent
Mr. Pramod JainAA	00002190	Member	Non Executive,; Additional Independent Director

! Appointed as the Chairman of the Committee by the members at their meeting held on 10th November, 2022

* Inducted as the member of the Committee by the Board of Directors on 19th May, 2022.

** Inducted as the member of the Committee by the Board of Directors on 22nd September, 2022.

^A Ceased to be director on completion of tenure as an Independent Director of the Company w.e.f. 5th September, 2022.

aa Ceased to be the additional director of the Company upon expiry of the tenure at the Annual General Meeting held on 21st September, 2022.

Detailed information pertaining to the Nomination and Remuneration Committee has been provided in the Corporate Governance Report.

Remuneration Policy

Remuneration Policy as framed by the Committee and approved by the Board keeping in view the provisions of Section 178 of the Act and Regulation 19 read with Part D Clause A of Schedule II of Listing Regulations. 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, recognises 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. fulfil the Company''s objectives and goals, including in relation to good corporate governance, transparency and sustained long term value creation for its stakeholders.

The said policy is available on the website of the Company and can be accessed at the following link: https://surya.co.in/wp-content/uploads/2022/06/ NRC-Revised-Policy 19.05.2022.pdf

Stakeholder''s Relationship Committee Composition / Name of Members and Chairperson

The Committee headed by Mr. Sunil Sikka (Nonexecutive - Independent Director) has the mandate to review and redress stakeholder grievances. The Composition of the committee is as follows:

Name of the Members	DIN	Position	Category
Mr. Sunil Sikka!	08063385	Chairman	Non Executive, Independent
Mr. Raju Bista	01299297	Member	Executive; Non Independent
Mr. Surendra Singh Khurana*	02126149	Chairman	Non Executive, Independent
Mr. Krishan Kumar NarulaA	00098124	Ex Chairman	Non Executive, Independent
Mr. Pramod Jain^AA	00002190	Member	Non Executive,; Additional Independent Director

! Inducted as the member of the Committee by the Board of Directors on 22nd September, 2022 and appointed as the Chairman of the Committee by the members at their meeting held on 16th March, 2023 *Inducted as the member of the Committee by the Board of Directors on 22nd September,2022. a Ceased to be director on completion of tenure as an Independent Director of the Company w.e.f. 5th September, 2022.

AACeased to be the additional director of the Company upon expiry of the tenure at the Annual General Meeting held on 21st September, 2022.

Detailed information pertaining to the Stakeholder''s Relationship Committee has been provided in the Corporate Governance Report.

Risk Management Committee

The Committee is, inter-alia, responsible to formulate the detailed risk management policy by identifying the internal and external risks faced by the Company including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risk, measures for risk mitigation, business continuity plan. The committee regularly review the methodology, processes and systems to monitor and evaluate risks associated with the business of the Company and proper implementation of the risk management policy. The committee kept updated the board of directors about the nature and content of its discussions, recommendations and actions to be taken.

Composition / name of members and chairperson

The Committee headed by Mr. Sunil Sikka (Nonexecutive - Independent Director) shall discharge the role and responsibilities as specified in Part C of Schedule II of the Listing Regulations as amended

from time to time. The Composition of the committee is as follows:

Name of the Members	DIN	Position	Category
Mr. Sunil Sikka!	08063385	Chairman	Non Executive, Independent
Mr. Vinay Surya	00515803	Member	Executive - NonIndependent
Mr. Kaustubh N Karmarkar	00288642	Member	Executive - NonIndependent
Mr. Tarun Baldua		Member	ED & CEO (Steel Operations)
Mr. Krishan Kumar NarulaA	00098124	Ex Chairman	Non Executive, Independent
Mr. Pramod Jain^AA	0002190	Member	Non Executive, Additional Independent
Mr. Nirupam SahayAAA	-	Member	ED & CEO (Lighting)

! Appointed as the Chairman of the Committee by the members at their meeting held on 1st March, 2023 ^A Ceased to be director on completion of tenure as an Independent Director of the Company w.e.f. 5th September, 2022.

AA Ceased to be the additional director of Company upon expiry of his tenure at the Annual General Meeting held on 21st September, 2022. aaa Resigned and relieved from the services of Executive Director & CEO- Lighting of the Company w.e.f. 31st May, 2022.

Detailed information pertaining to the Risk Management Committee has been provided in the Corporate Governance Report.

10. WHISTLE BLOWER POLICY (VIGIL MECHANISM) :

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 has been posted on the website of the Company at the following link: https://surya.co.in/wp-content/ uploads/2022/05/162928 whistle-blower-policy.pdf

11. DIRECTORS RESPONSIBILITY STATEMENT - INPURSUANCE OF SECTION 134(5) OF THE COMPANIES

ACT, 2013 :

The Board of Directors of the Company confirm that:

a. in the preparation of the annual accounts for the financial year ending 31st March, 2023, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b. 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 ending 31st March, 2023 and of the profit of the Company for that period;

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

d. the Directors had prepared the annual accounts on a "going concern" basis;

e. 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;

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

Details in respect of frauds reported by auditors under section 143(12) of the Act:

During the year under review, no instances of any frauds were reported by the Statutory Auditors to the Audit Committee or the Board under section 143(12) of the Act.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year, Company has a sole non-listed Indian Wholly-Owned Subsidiary namely SURYA ROSHNI LED LIGHTING PROJECTS LIMITED (CIN -U31200DL2019PLC344720) having an authorised capital of Rupees Five crore and paid-up capital of Rupees Three crore eighty five lakh as a Special Purpose Vehicle (SPV).

A statement providing details of performance and salient features of the financial statements of the Subsidiary company as per Section 129(3) of the Act, is provided in AOC-1 as Annexure I to this Report. Further during the year under review, no company have become / ceased to be our Subsidiary / Joint Venture/ Associate Company.

In accordance with the provisions of the Act and Listing Regulations read with Ind AS-110-Consolidated Financial Statement, the consolidated audited financial statement forms part of the Annual Report.

13. ANNUAL RETURN:

As per the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, a copy of Annual Return (2022-23) has been placed on the website of the Company and can be accessed at following link: https://surya.co.in/investor-relations/investor-information/#annual-return/

14. AUDITORS AND AUDIT REPORT:STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Act, the members at the Annual General Meeting ("AGM") of the Company held on 21st September, 2022 had re-appointed M/s Ashok Kumar Goyal & Co, Chartered Accountants (firm registration No. - 002777N) as

Statutory Auditors of the Company for the second term to hold office for five years from the conclusion of 49th AGM till the conclusion of 54th AGM The Statutory Audit Report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors. APPOINTMENT OF OTHER AUDITORS COST AUDITOR

The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act read with Companies (Audit & Auditors) Rules, 2014. Pursuant to Section 148 of the Act, 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 2022-23.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution will form part of the Notice convening the AGM. The approval of the members is sought for the proposed remuneration payable to the Cost Auditors for the Financial Year ended 31st March, 2024. M/s R.J. Goel & Co., have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years. The Cost Audit Report of the Company for the Financial Year ended 31st March, 2023 will be filed with the MCA.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s PI & Associates, (PR No. 1498/2021), a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith and marked as Annexure II to this report. The Secretarial Audit Report(s) is self- explanatory and does not contain any qualification, reservation or adverse remark.

15. 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 Act, read with the Companies (Accounts) Rules, 2014 are annexed hereto and marked as Annexure - III and form part of this report.

16. DETAILS RELATING TO DEPOSITS

The Company has not accepted deposits under Chapter V of the Act. At the close of the year no amount is lying unpaid / unclaimed of any depositor for payment with the Company.

17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there were no significant and material orders passed by the regulators or courts or Tribunals, which may impact the going concern status of the Company and its operations in future.

18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

SURYA, Internal financial controls with reference to the financial statements 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 is having an independent Internal Audit Department assisted by external professionals for assessing and improving the effectiveness of internal financial control with reference to financial statements and governance. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

19. 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, the particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement (Please refer Note 6 and 46 to the Standalone Financial Statement).

20. RISK MANAGEMENT POLICY:

In line with the provisions of Section 134(3)(n) of the Act and Regulation 17(9) of Listing Regulations, the Risk Management Policy (referred to as RMP Policy) has already been formulated by the Risk Management Committee. The Policy aimed to develop an approach to make an assessment and management of the risks in financial, operational and project based areas in a timely manner. The main objectives of the Risk Management Policy are:

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

â¢ To protect brand value through strategic control and operational policies;

â¢ To establish a framework for the Company''s risk management process and to ensure companywide implementation;

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

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

Detailed information pertaining to the same has been provided in the Management Discussion and Analysis (MDA) to the Report and therefore not repeated, to avoid duplication.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

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.	Mr. Jai Prakash Agarwal	Member	Executive Chairman
2.	Mr. Raju Bista	Member	Managing Director
3.	Mr. Kaustubh Narsinh Karmarkar	Member	Non Independent Director
4.	Ms. Suruchi Aggarwal $	Chairman	Independent Director
5.	Mr. Krishan Kumar NarulaA	00098124	Ex Independent Director
6.	Mr. Pramod JainAA	00002190	Ex - Additional Director

$ Inducted as the member of the Committee on 22nd September, 2022 and appointed as the chairman by the members of the committee held on 16th March, 2023

^A Ceased to be director on completion of tenure as an Independent Director of the Company w.e.f. 5th September, 2022.

aa Ceased to be the director of the company upon expiry of his tenure as Additional Director on the date of Annual General Meeting held on 21st September, 2022

During the last financial year two CSR Committee meetings were held on 19th May, 2022 and 16th March,2023.

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 in line with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

"Surya Roshni Limited CSR Policy" framed as per the

provisions of Section 135 and Schedule VII of the Act, 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.

The detailed Corporate Social Responsibility Policy of the Company is available on the website of the Company at the following link: https://surya. co.in/wp-content/uploads/2023/08/Revised-CSR-Policy 27.04.2023-.pdf

The Company discharged its responsibilities through Surya Foundation, a public trust, (a registered entity under Ministry of Corporate Affairs (MCA) vide Registration Number CSR00002663 for undertaking the CSR activities) established in 1992 with established track record of more than 30 years, to undertake CSR related activities and further is an eligible implementing agency in accordance with the provisions of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 amended from the time.

The CSR projects or programs or activities undertaken by the Company as per the Company''s CSR Policy in India only, which includes Rural Development Programme, Promoting Health Care including Preventive Health Care and any other project covered under Schedule VII of the Act. The CSR activities like personality development camp, Computer Training camp, Eye camp, Poshan Vatika, Go-Utpad Training Camp, Gram Gaurav Prog, Plantation of rural area,

Sports tournament, Selai Kendra, Swastya Shiver etc. or any other activities covered under Schedule VII of the Act shall be carried on under âRural Development Programme'' (Adarsh Gram Yojana Project) and also undertake projects on Naturopathy, Health Camps under âPromoting Health Care including Preventive Health Care'' and any other projects covered under Schedule VII of the Act. The Company prefer to take up projects for spending the amount earmarked for CSR at local areas and regions where the Company operates and on pan India basis.

During the year under review, Company spent '' 4.23 crore on corporate social activities being not less than two percent of the average net profits of the Company(s) made during the three immediately preceding financial years as required under the provisions of Section 135(5) of the Act. No amount was left unspent during the year under review on CSR activities.

Annual Report on Corporate Social Responsibility Activities of the Company for the financial year 202223 is annexed as Annexure IV to the Board''s Report. 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.

22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year ended 31st March, 2023, all the contracts or arrangements or transactions that were entered into with related party as defined under the Act, and Regulation 23 of Listing Regulations, were on an arm''s length basis and were in the ordinary course of business. However, pursuant to Regulation 23(2) of Listing Regulations, prior approval of the Audit Committee was sought for entering into related party transactions.

considered material in accordance with the policy of the Company on related party transactions. Thus, disclosure in form AOC-2 is not required.

As per the requirements of section 188 of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Rule 6A of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of Listing Regulations, revised policy on Related Party Transactions and also on dealing with Related Party Transaction has been framed, to ensure the proper approval and reporting of transactions between the Company and its Related Parties.

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: https://surya.co.in/wp-content/uploads/2022/06/ RPT Revised Policy 19.05.2022.pdf

Your Directors draw attention of the members to Note No. 49 to the Standalone financial statement which sets out disclosures on related parties and transactions entered into with them during the Financial Year under review.

23. PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause VII and VIII of Schedule IV of the Act and in compliance with Listing Regulations and other applicable regulations referred to as "Listing Regulations", Nomination and Remuneration Committee ("the Committee") has formulated "Nomination and Remuneration Policy" for performance evaluation of Independent Directors, Board, Committees and other Individual Directors.

As per the provisions of section 178(2) of the Act and Clause VII & VIII of Schedule IV of the Act read with Listing Regulations, Nomination and Remuneration committee carried out annual performance evaluation of Director''s according to their roles and duties on the Board of the Company and in particular considered the following aspects -

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.

The Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors including Independent Directors. The process provides that the performance evaluation shall be carried out on annual basis.

A separate exercise was carried out to evaluate the performance of individual director including

the Chairman and Non-Independent Directors and evaluate the Boards Performance, Board Committees performance by the Nomination and Remuneration Committee (NRC) and submit its recommendation for review at the Independent Directors meeting and performance of the individual independent directors by the Nomination and Remuneration Committee and submit its recommendation for review to the Board. On the basis of the recommendation received from Nomination and Remuneration Committee in regard to performance evaluation of Non-Independent Directors including the Chairman of the Company and the Board as a whole (including its Committees), Independent Directors at its meeting reviewed the -s Evaluation of the Performance of the Non -Independent Directors and the Board as a Whole.

s Evaluation of the performance of the Board Committees including Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee and Other Compliance Committees.

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

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

Based on the recommendations of the Nomination and Remuneration Committee, the Independent directors at their meeting held on 29th March, 2023 reviewed and evaluated the performance of NonIndependent Directors including the Chairman and further review and evaluate the Boards Performance, Board Committees performance and submit its report to the Chairman of the Company for assessment. Pursuant to the provisions Section 134(3)(p) and Clause VIII of Schedule IV of the Companies Act, 2013 other applicable provisions of the Act and in compliance with the provisions of Regulation 17(10), 19 and 25(4) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 referred to as the Listing Regulations read with SEBI Circular No. SEBI/HO/ CFD/CMD/CIR/P/2017/004 dated 5th January, 2017 on Guidance Note on Board evaluation (as amended), formal annual evaluation has been made by the Board after reviewing each and every parameter of Performance evaluation of Board as a whole, its Committees and that of every individual director (including Independent Directors) in detail and after taking into consideration the report submitted by the NRC and Independent Directors on performance evaluation, collectively submit Comprehensive Annual Evaluation Performance Report in regard to its own performance, its Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholder''s Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and other Compliance Committees and that of individual directors including its Chairperson, Managing Directors, Independent Directors and Non-independent directors accordingly. Directors

expressed deep satisfaction with the entire performance evaluation process.

24. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company has taken adequate steps to adhere to all the stipulations laid down in regulations 17 to 27, 46 and para C, D, E and F of Schedule V of Listing Regulations. A report on Corporate Governance is provided in Annexure -V and form part of this Report.

The Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under listing Regulations read with Schedules of Listing Regulations, is attached to that report.

25. BUSINESS RESPONSIBILITY AND SUSTAIABILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is enclosed and marked as

Annexure - VI26. BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industrial experience, age, ethnicity, gender which will help us to retain our competitive advantage. The Board as recommended by Nomination and Remuneration Committee has adopted the Board Diversity Policy which set out the approach to diversity of the Board of Directors.

27. GENERALi. EMPLOYEE STOCK OPTION SCHEMES

The Shareholders of the Company approved the SRL Employee Stock Option Scheme - 2018 for 8,00,000 ESOPs vide their Special Resolution dated 28th September, 2018 and Surya Roshni Limited - Employee Stock Option Scheme - 2021 for 8,00,000 ESOPs vide their Special Resolution dated 19th June , 2021

Disclosure with respect to Stock Options, as required under sub-rule 9 of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and under the specified Regulations of the Securities and Exchange Board of India (Share Based Employee Benefits Sweat Equity) Regulations, 2021 (âthe Regulations'') as amended by Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available in the Notes to the Financial Statements and can also be accessed on the Company''s website www. surya.co.in During the year, there has not been any change in the Company''s Employee Stock Option Scheme. The scheme is in compliance with the Regulations.

Your Company''s Secretarial Auditors M/s. PI Associates, certify the Employee Stock Option Schemes of the Company as implemented in accordance with the Regulations and the resolutions passed by the Members in this regard.

ii. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the workplace. The Company policy mandates prevention of sexual harassment and to ensure a free and fair enquiry process with clear timelines for resolution.

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.

iii. As per the Listing Regulations, the compliance certificate from Managing Directors and Chief Financial Officer is given and marked as as Annexure - VII to this report.

iv. Details of application made or any proceeding pending under the Insolvency and Bankruptcy

Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.- Nil

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Nil

28. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as per Annexure VIII.

29. 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 Investors.

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 DirectorsJ P Agarwal

Place: New Delhi Chairman

Dated: 27^th April, 2023 DIN- 00041119

Mar 31, 2022

The Board of Directors hereby submits the Forty Ninth (49th) report of the business and operations of the Company along with the audited financial statements, for the financial year ended 31st March, 2022. The Consolidated performance of the Company and its wholly -owned subsidiary has been referred to wherever required.

1 RESULTS OF OPERATIONS AND STATE OF AFFAIRS:

('' in crore)
Particulars	Standalone For the year ended 31st March,		Consolidated For the year ended 31st March,
Particulars	2022 \|	2021 \|	2022 \|	2021
Revenue from Operations	7730.07	5554.37	7730.82	5561.39
Other Income	5.72	4.67	5.80	4.70
Total Revenue	7735.79	5559.04	7736.62	5566.09
EBITDA	448.20	381.63	448.68	384.03
Finance costs	63.63	69.79	63.65	69.86
Cash Profit	384.57	311.84	385.03	314.17
Depreciation and amortisation expenses	108.38	102.70	108.38	102.70
Net Profit Before Tax (PBT)	276.19	209.14	276.65	211.47
Tax Expenses	71.62	52.64	71.73	53.16
Net Profit After Tax (PAT)	204.57	156.50	204.92	158.31
Other Comprehensive Income	0.42	1.25	0.42	1.25
Total Comprehensive Income	204.99	157.75	205.34	159.56
EPS (Basic in ?)	38.33	29.01	38.40	29.35
EPS (Diluted in ?)	37.60	28.76	37.66	29.10

Standalone Financial Highlights:

During the year under review, the revenue from operations of the Company is ? 7,730.07 crore as compared to ?5554.37 crore last year registered an increase of 39.17%, EBITDA to ? 448.20 crore from ?381.63 crore registered an increase of 17.44%, Profit before tax stands at ? 276.19 crore as compared to ?209.14 crore last year, registered an increase of 32.06% and Profit after tax stood at ?204.57 crore as compared to ?156.50 crore last year, increased by 30.72%.

The said remarkable performances are based on the improvement in the operational performance supported by higher contribution of value added products in Steel Pipes and Strips business, thereby leading to better profitability and accruals and resultant improvement in debt metrics and liquidity position.

Consolidated Financial Highlights:

The Company has a sole wholly-owned subsidiary company namely SURYA ROSHNI LED LIGHTING

PROJECTS LIMITED, which was incorporated as Special Purpose Vehicle (SPV). In the fiscal year under review, the revenue from operations of the Group is ? 7,730.82 crore as compared to ? 5561.39 crore last year registered an increase of 39.01% EBITDA to ? 448.68 crore as compared to ? 384.03 crore last year registered an increase of 16.83%, Profit before tax stands at ? 276.65 crore as compared to ? 211.47 crore last year, increased by 30.82% and Profit after tax stands at ? 204.92 crore as compared to ? 158.31 crore last year registered an increase of 29.44%.

DEBT REDUCTION

Through consistent efforts over the past few years, today, the Company have become a Long Term Debt Free Company, efforts resulted in lowering debt equity ratio to 0.37 as at March 2022 from 0.52 in March 2021. The Company''s balance sheet has been further strengthened by lowering of the debt equity ratio.

The Company''s continuous focus on working capital optimization led to steady reduction of working capital cycle from 73 days in FY-2021 to 58 days in FY-2022 and RoCE has improved by 350 basis points to 16.2% for FY22 from 12.7% in FY21, while RoE has improved by 200 basis points to 14.1% in FY22 from 12.1% in FY21. For Q4 FY22, ROCE increased to 23.6% compared to 17.8% in Q4FY21, an improvement of 580 bps. Similarly, for Q4FY22, ROE increased to 22.0% compared to 17.5% in Q4FY21, an improvement of 450 bps.

STEEL PIPES & STRIPS

Indian economy showed resolute strength during the period with Government stance for Aatma Nirbhar Bharat which has opened new avenues with immense hidden opportunities to explore in making India a

global manufacturing hub in medium to long term. With huge investments made in housing, infrastructure like railways, ports, roads, airports, etc. demand of steel products is reaching to new level and more will be anticipated in time to come.

Surya being the largest exporter of ERW pipes and largest producer of ERW GI Pipes in India. manufactures ERW Steel pipes (GI Black, Hollow Section), API & Welded pipes, Spiral, 3LPE Coated pipes & CR strips having wide applications of its products in Agriculture, Infrastructure, Oil & Gas and Construction sectors. The Company products are approved by API (American Petroleum Institute) for Oil & Gas sector. During the year, through conscious effort to increase the contribution from API and galvanizing pipes which have better EBITDA per tonne have yielded results and Company was able to deliver a growth in its sales with improved margins.

During the year under review, the segment reported robust performance both in the top and bottom line on count of strengthening of product portfolio. The Revenue of the segment registered an increase of 47.92% and stands at ?6,402.06 crore in FY22 as compared to ?4,328.11 crores during FY21 with better product mix, increased share in high value-added

products, driven by all divisions of B2C, B2B, Exports and higher steel prices, mainly the price of HR Coils. The EBITDA during the year increased by 33.61% and stands at ?342.20 crore in FY22 as compared to ?256.12 crore registered in FY21.The EBITDA per tonne has shown further improvement by about 31.86% to ?4,648 in FY22 as compared to ?3,525 per metric tonne last year. The cash profit improved by 44.13% in FY22 to ?286.49 crores from ?198.77 crores as registered in FY21. The PBT for the year further improved by 63.10% to ?204.45 crores as compared to ?125.35 crores in FY21.

13% volume growth has been registered in Q4FY22, due to growth across businesses divisions and higher growth in value-added products and markets including API & Spiral Pipes, Actual Users and Exports. Further, the segment also has shown improvement during the year as Net Working Capital days reduced to 55 days as compared to 71 days in FY21.

The Steel pipes and strips performance during the year under review looks promising with higher contribution from value added products viz. API, GI Pipes and Exports, which will continue to drive improvement in EBITDA margins. However, the prolonged rains, sluggish market conditions and high steel prices affected the volume growth. Further, volume growth and profitability could have been significantly better if the commodity prices would have remained stable.

ANJAR(KUTCH)

The unit which is established in the year 2010 on 92 Acres are in close proximity to two major Kandla and Mundra port gives strategic advantage in exports and imports. The unit exports more than 70% of its production. The unit has successfully manufactured API 5L X - 70 PSL2 Grade pipe for Oil & Gas Industry.

The Company has established world''s one of the best 3LPE Coating facility having latest technology from Selmer, Netherland at its unit with an installed capacity of 27,50,000 Sq. mtr. for External and 11,00,000 Sq. mtr. Internal Coating for pipes ranging from 4" to 64" diameter. The 3LPE coated pipe unit in the last year remained fully engaged, generated sales of ? 1166 crore of 3LPE Coated Pipes.

Presently the Company have a total order book of more than 60,000 M.T. of API 3LPE coated pipes majority from Oil and Gas and CGD sector. With the established 3LPE Coating line in place, the Company will be benefited by higher capacity utilization of its existing Spiral and ERW API Pipes facilities with increase in the share of high value added pipes and achieve savings in logistic & coating charges. This shall further be leveraging the presence of the Company in the domestic as well as Global 3LPE Coated Steel Pipes for Oil and Gas (including CGD) sector, leading to further improvement in top and bottom line of the Company.

The Company, continue to maintain its supremacy in the domestic market and is now at par with all the leading Global pipe manufacturers in terms of supplying high quality of API line pipes with internal & external coating. Different types of coating like 3LPE, 3LPP FBE (single & dual layer) and internal epoxy coating are carried to safeguard the pipe from rusting and also increases the life of the pipe. Different other pipes specifications such as EN, BS, AUSTRALIA & ASTRA GRADE are also manufactured by the Company.

The Government thrust on projects like increasing the share of gas in energy mix, City Gas Distribution network, improved focus on domestic water segment, irrigation projects, allocation in ''Har Ghar Jal'' scheme etc. will be benefiting the Company as it has immense infrastructure already built in terms of large scale manufacturing facilities and wide spread distribution network.

LIGHTING & CONSUMER DURABLES

During 2021-22 the Company registered Consolidated Revenue from operations of ? 1,332.93 crore as compared to ? 1,240.13 crore in 2020-21 an increase of 7.48%. The EBITDA and Cash Profit had been ? 106.47 crore and ?98.53 crore respectively in 2021-22 as compared to ? 127.91 and ? 115.40 crore achieved in 2020-21. The Profit before tax stood at ?72.19 crore as compared to ? 86.12 crore achieved in 2020-21.

The Q4FY22 witnessed growth across all business divisions of B2C and B2B, both on sequential and last year basis. The EBITDA margins witnessed improvement on a sequential basis which was impacted from last year due to continuous inflationary pressure in raw material prices & other input costs. The Company pro-actively undertook multiple price hikes across the products to partially mitigate the increased input costs.

The Consumer Lighting, Professional Lighting along with the Consumer durable business continue to drive the growth as the Company keep on introducing new products to make it an FMEG Company and are working on developing new products continuously at its R&D centre at Noida.

OVERVIEW, AND ACHIEVEMENTS IN 2021-22 LIGHTING

Surya is engaged in the manufacture and sales of Conventional Lighting (GLS, Tubelights) and energy-efficient LED Lighting (LED Bulbs, Tubelights, Battens, Downlighters and other Luminaires) in the Consumer segment, and advanced Smart LED products for the Street Lighting, Infrastructure, Industry, Office and Retail Segments in the Professional segment. Fagade Lighting and Solar Lighting are big growth areas for the Company.

Over the years, the Company has developed a strong brand, and is a strong No. 2 player in Consumer Lighting. It is also recognised as one of the most trusted and preferred brands in Lighting.

Surya has created value in Lighting by:

> Increasing sales volumes, revenues and profits over the years

> Diversifying the product portfolio, with strong market leadership in the organised sector

> Launching over 200 new products over the last 3 years

> Strong bonding with distributors, dealers and retailers, leading to high loyalty

> Developing a Pan India reach, with very strong semi-urban and rural presence

> Building a strong brand, well accepted across India and globally

> Working with a satisfied and motivated team, with a large proportion of the team working with the Company for over 10 years

> Reducing energy consumption through continuous energy conservation initiatives

Some of the key achievements for Lighting in 2021-22:

â¢ Strengthened its Semi-urban and Urban

distribution network, which is one of the largest in the industry

â¢ Launched products as per market needs, with a special focus on LED Battens, which registered a growth of more than 50%, and LED Downlighters, which registered a growth of more than 100%

â¢ Successful product launches included the Smart Downlighter, Dazzle series, GeNXT Street light and GeNXT flood light, Prime Spot and LED Bulkhead

â¢ Mitigated risk by further extending Channel Finance to the channel partners

â¢ Successfully executed Fagade Lighting projects of Dohela Fort, Khurai in SITC Mode, and the Pitreshwar Hanuman Mandir Illumination with 3D projection

â¢ Successfully got the prestigious orders for Fagade lighting of Jammu Tawi Bridges, Jaipur Sodala Elevated Flyover, and Narmada Bridge at Bharuch

â¢ Continue to secure orders in multiple Smart Lighting projects in the Professional Lighting and successfully executed the projects.

â¢ Successfully executed Solar Lighting orders across the country

FANS

Surya entered the Fans category in 2014, and was

the fastest company ever to reach the ? 100 crore

milestone. Surya has contemporary designs, and

a broad range, from designer fans to the economy range. The wide range includes Ceiling, Pedestal, Wall, Table, Domestic Exhaust, Industrial Exhaust and BLDC fans.

The Fans range includes Smart Premium Fans, and have innovative features such as Anti- Dust, AntiBacterial, Energy efficient and High Air Delivery fans.

Some of the key achievements for Fans in 2021-22:

â¢ Launched six new models, across price points

â¢ The share of Premium Fans increased

â¢ Expanded in to the CPC/CSD segment

â¢ Expanded the Authorised Service Centers, in order to drive faster resolution of consumer calls within 24 hours

APPLIANCES

Surya entered the Appliances category in 2015, and caters to the needs of Indian consumers across different 6 main product categories:

1. Food Preparation

Mixer Grinders, Juicer Mixer Grinders

2. Kitchen appliances

Gas Cook tops - Glass and Stainless Steel bodies

3. Cooking

Induction Cook Top, Sandwich maker, Pop Up Toaster

4. Garment Care

Dry Iron, Steam Irons

5. Heating Appliances

Storage Water Heater, Instant water Heater

6. Climate control

Oil Filled Radiator, Halogen Heater, Quartz Heater, Carbon Heater, Room Cooler

Some of the key achievements for Appliances in 2021-22:

- Dry Irons is a critical category in the electrical industry, and witnessed high growth of 43% over last year

- The Induction Cook Top category also witnessed high growth of over 40% from last year

- Despite a poor heating season, new Eco Fin Oil Filled Radiators were successfully launched, along with Carbon Heaters, thereby expanding the category

- The new launches in the Kitchen Appliances and Food Preparation categories included Magnus and Xpert Mixer Grinders, along with Max and Max Plus Hand Blenders

FUTURE PROSPECTS STEEL PIPES & STRIPS

Steel plays a vital role in the development of modern economy and consumption of steel widely taken to be an indicator of economic development. India has become the world''s 2nd largest Steel producer. Steel Pipe Industry continues to have a strong demand in traditional sectors such as construction, housing, transportation, agriculture, boring, firefighting, Infrastructure, Oil & Gas sector and river interlinking etc. Various steps have been taken by the Government of India to boost steel production, consumption and exports. Indian economy, gradually become a preferred location for global manufacturing in medium to long term, shall make the company more competitive considering its strong brand presence, PAN India operations and extensive dealer network mainly in rural and semi-urban areas.

Surya is the largest ERW GI pipe manufacturer and the largest exporter of ERW pipes in India. Surya continuously assess the requirement of its customers and develop the products accordingly. Surya developed and supplied GI pipe up to 24" dia pipe during the year. Surya has good presence in Fire Fighting, Agriculture, Section and API pipes required for infrastructure, household plumbing uses and Oil & Gas sector.

The Company derive benefits from Oil & Gas / CGD sector as Company has already established 3 LPE

Coating Pipe facility with an installed capacity of 27.50 Lakh square meter per annum at its existing campus of Anjar-Bhuj (Gujarat). With the aforesaid 3LPE Coating line, the Company will be benefited by higher capacity utilization of its existing Spiral and ERW API Pipes facilities with increase in the share of high value added pipes and achieve savings in logistic & coating charges

COMMENCEMENT OF COMMERCIAL PRODUCTION WITH DIRECT FORMING TECHNOLOGY (DFT) AT MALANPUR (M.P.)

The much awaited Commercial Production on state-of-art imported mill for manufacturing of Heavy Structural Hollow Square / Rectangular Section Steel Tubes (up to 300 * 300 mm) of sizes > 6 mm to 12 mm with Direct Forming Technology (DFT) at Malanpur (M.P.) with an installed capacity of 36,000 MTPA, commenced on 14th April, 2022. With the commencement of the new technology (DFT), it not only paves an innovative route of high tech designed methodology to produce ERW Structural Steel Section Pipes and simplify the process by reducing the time & labour of producing customised hollow section pipes and makes operation setting accurate, easy and efficient but also enable us to improve our value added offerings of large diameter heavy structural pipes, resulted into creation of a larger and stronger steel pipes business with economies of scale.

The advantages derive of Direct Forming Technology (DFT)-Steel Pipe Manufacturing Machine are:

1. Heavy structural pipe with higher dia and thickness which was not in the product mix earlier. The same will be used in a different segment of heavy infra projects like Airports, Railway etc. and also a big potential to export.

2. Speeds up the Hollow Section Formation.

3. Just in Time Delivery to the customers even in small lots due to its faster changeover of sizes methodology at substantial reduced time.

4. Process is Autonomous & Computer measured with assured perfect pipe quality, dimensions and corner radius control.

5. Proven design.

6. Easy to operate and maintain.

7. High automation level

With the commencement of the new technology (DFT), the Company will be immensely benefitted as good demand is foreseen from the domestic and export front to which it caters.

Government Initiatives

"Har Ghar Jal" - Piped water for all: Surya remains optimistic on high attention from the policy makers on future availability of drinking water and expansion of the piped drinking water for all. By an estimate, India is home to 18% Global Human Population with approximately 4% of Global Fresh Water resources. The per capita Annual Fresh Water availability was 5,177 cubic meters in 1951 is likely to decline to 1,140 cubic meters by 2050. To save and preserve water resources, GOI has proposed to spend approx. 5 lakhs crore for Har Ghar Jal scheme, to provide tap water to nearly 150 million households in India by 2024. Jal Jeevan Mission (JJM) has been launched in partnership with states to enable every household in villages to have "Functional Household Tap Connection" (FHTC). JJM is implemented by Department of Drinking Water & Sanitation (DDWS) under Ministry of Jal Shakti (MJS). As on date only about 20% of the Rural Households have FHTC which is approx. 3.28 crore households and rest 80% of households are targeted to have FHTC by 2024 which is approx. 14.6 crore households. Currently the State of Uttar Pradesh & Himalayan states have expedited the Projects under JJM.

With the total estimated requirement of GI pipes envisaged under JJM scheme stands at approx. 15,00,000 M.T. for supplies till 2024, Surya, leading manufacturer of GI Pipes with capacity of 3.60 lakh M.T. will be immensely benefited due to its PAN India presence with the state of art Plants which provide immense benefits with savings in logistic cost.

BRAND VISIBILITY

Looking to the brand image of "Prakash Surya", the demand & supply scenario in South Indian market, the Company''s state of the art ERW Pipe Manufacturing Mill at Hindupur (A.P) for production of Black, Section and GI pipes started yielding results. Further, company derives benefits of economies of scale at lower capital cost and increased market share in the premium market of South India, leading to savings in logistic cost and strengthening the overall Steel Pipe business of the Company.

Surya remains aggressive on building Brand value with new age advertisements and promotional activities. It continues to hold its leadership position in rural markets. With Government thrust on projects like increasing the share of gas in energy mix, City Gas Distribution network, National River Linking, improved focus on domestic water segment, irrigation projects, allocation in ''Har Ghar Jal'' scheme, etc. will further boost the growth of the segments

LIGHTING & CONSUMER DURABLES In Consumer Lighting, the Company will continue its high growth momentum, and is focused on further improving its distribution and reach, across Urban, Semi-Urban and Rural India. There will be several New Product Launches, across LED Lamps, Battens and Downlighters, with a strong focus on Smart Lighting products. The Company will continue to aggressively drive Channel Financing

Surya will be aggressive in Advertising and Promotions in 2022-23, including both Above the Line and Below the Line advertising. The Company will continue to invest in Automation and upgradation of Systems to drive higher efficiencies and productivity. The Company is also investing in the PLI scheme for LED Lighting.

With a very strong and trusted brand, consumer centricity and innovation at the core, strong focus on quality, extremely strong distribution, a wide product range across Lighting and Consumer Durables, aggressive and focused plans for the year, a capable and experienced Senior Management Team, disciplined Working Capital management and supportive Government initiatives like Atmanirbhar Bharat and the PLI scheme, Surya is well placed for a great 2022-23.

BRAND VISIBILITY

LED Business continues to contribute 75% of total lighting products and with new range of Architectural Fagade Lighting, Decorative Indoor, Industrial and Stadium Lighting luminaire range promises to add a vertical growth from specifiers and architect segment.

Surya, ranked among the most respectful and trusted brand for lighting product in India has a strong foothold in rural and semi urban areas. It is the only Indian Company which has completely backward integrated business model where disruption due to imports from China will be minimal. With strong brand presence, PAN India operations, extensive dealer network mainly in rural and semi-urban areas, improvement in general consumer sentiments and with continuous focus of Government of India on Aatma Nirbhar Bharat Abhiyaan we are well poised to achieve new heights with healthy growth in top line and bottom line.

RESEARCH AND DEVELOPMENT CENTRE

Under the guidance and strong support of Management, Surya Roshni has become one of the market leaders in Lighting Industry in India. Strong marketing, cost effective production and a strong focus on development and introduction of new LED products and technologies has played a crucial role in achieving this. Surya Technology and Innovation Centre (STIC) has contributed immensely towards achieving the position presently enjoyed by the Company.

STIC has been involved in the research and development of smart, cost effective, and efficient LED lights with many unique and first-in-class features. STIC has invested in various resources required for the mechanical, electronics and optical development. Company''s experienced Mechanical engineers design new lights ensuring that the lights meet the best manufacturing and quality standards. The in-house electronics driver development for use in Company range of LED lights ensures high quality and high reliability.

The Company has developed entire range of luminaires with dimmable drivers, with programmable drivers, with Astronomical timer based controls, LDR based controls and with several other features and have also working towards development of smart products both in the Commercial and Professional Lighting segments to keep in line with the latest trends with the markets. All kinds of mechanical, electrical and safety tests performed on the products before releasing for production ensure that the performance of products during adverse electrical and environmental conditions is never compromised.

The Company''s NABL accreditated Photometric Testing Laboratory has the capability to carry out measurements for light distribution pattern, illuminance, luminous flux, chromaticity, color temperature (CCT), color rendering index (CRI) of light sources and luminaires. The lab is equipped with a High speed Mirror Gonio photometer (Type C) from LMT, Germany - the best equipment available for measurement of luminous output and intensity distributions of light sources, luminaires and for testing of optical design of lighting system along with a 2m Integrating sphere, luminance meter and illuminance meters making it one of most well equipped Photometric testing lab in India.

The Company has also extended the scope of luminaire testing by establishing Electrical Testing Laboratory and have applied for the NABL Accreditation. The accreditation will give it huge benefits in the business with government departments and agencies. STIC has also been recognized as an R & D Centre by DSIR (Department of Scientific & Industrial Research, Ministry of Science & Technology).

STIC is actively supporting Surya Roshni to provide the most energy efficient, safe, reliable and environment-friendly lighting products with its ability to do the best-in-class research, design and development and thus contributing towards Green India.

OUTLOOK

During the year, the Company become larger and stronger with its continuous cost reduction, overhead rationalization, value added products and creating demand for different applications of its products. With strong emphasis of Government on Aatma Nirbhar Bharat Abhiyaan and Vocal for Local and PLI Scheme for LED Lighting Products / Components, higher demand from agriculture, manufacturing, exports and

from rural India is expected in future. As company''s major sale comes from rural, semi urban & exports and therefore, going forward, both the segments of the company shall be performing well. With both short term and long term strategies in place, the Company aligned its resources to the needs of the industry and customers to achieve its future goals.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

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. GENERAL RESERVES

The Company has transferred an amount of ? 21 crore out of profit for the year to General Reserve.

5. DIVIDEND:

https://surya.co.in/wp-content/uploads/2022/05/

Diversity-Policy.pdf

The Board considering the Company''s performance and financial position for the year under review, recommended a final dividend pay-out of ? 4.00 per equity share for the year ended 2021-22 subject to approval from the shareholders at the ensuing AGM and shall be subject to deduction of Income Tax at Source (TDS). The outflow on account of equity dividend will be ? 21.76 crore.

The equity 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 the date as decided by the Board. In respect of shares held in dematerialised form, the dividend shall be payable on the basis of beneficial ownership as furnished by National Securities Depository Ltd./ Central Depository Services (India) Ltd. for the purpose, as on that date.

6. BOARD MEETINGS:

Under the Law, the Board of Directors must meet at least once in a 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. The Board meetings of the Company are held during the year 2021-22 in compliance to the provisions of the Act and Listing Regulations.

During the last financial year, the Board met five times, on 25th May, 2021; 31st July, 2021; 26th October, 2021,30th December, 2021 and 14th February, 2022.

For further details, please refer to the Corporate Governance Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

7. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Re-appointment of Director to Retire by Rotation:

As per Article 77(ii) of the Articles of Association of the Company, Mr. Kaustubh Narsinh Karmarkar (DIN - 00288642) retire by rotation and, being eligible, offer himself for reappointment.

Reappointment of Executive Chairman

Mr. Jai Prakash Agarwal having DIN - 01299297, based on the recommendation of Nomination and Remuneration Committee (NRC) at its meeting was reappointed as a Whole-time director designated as Executive Chairman of the Company from 1st January, 2022 for a period of five years by the Board of Directors which was subsequently approved by the shareholders of the Company through passing a resolution via. Postal Ballot (conducted through remote e-voting only) on 28th December, 2021.

Appointment of Managing Director

Mr. Vinay Surya having DIN - 00515803, who was appointed as a Whole-time director of the Company from 18th May, 2018 onwards has been appointed by the Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) at its meeting as the Managing Director of the Company w.e.f 26th October, 2021, which was subsequently approved by the shareholders of the Company through passing a resolution via. Postal Ballot (conducted through remote e-voting only) on 28th December, 2021.

Appointment of Directors

The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) has appointed the following directors on the Board of the Company:

1. Mr. Pramod Jain (DIN- 00001290) as an Additional Director and Independent Director on 27th November, 2021 for a period of 5 consecutive years w.e.f. 27th November, 2021 to 26th November, 2026, subject to approval of shareholders.

2. Mrs. Suruchi Mittar - (DIN-09432491) as an Additional Director and Independent Director on 18th December, 2021 for a period of five consecutive years. (Since resigned)

3. Ms. Suruchi Aggarwal w.e.f. 14th February, 2022 as an Additional Independent Woman Director on 14th February, 2022 for a period of 5 consecutive years w.e.f. 14th February, 2022 to 13th February, 2027, which was subsequently approved by the shareholders of the Company through passing a resolution via. Postal Ballot (conducted through remote e-voting only) on 12th April, 2022.

Cessation of Directors:

â¢ Mrs. Bhavna Kasturia - (DIN-08858309), an Independent Woman Director, had resigned from the Board of the Company with effect from close of business on 8th December, 2021 due to current engagements and some other preexisting commitments, which makes difficult for her to fulfil the responsibilities as a Director on the Board of the Company.

â¢ Mr. Ravinder Kumar Narang - (DIN-02318041),an Independent Director of the Company had resigned from the Board of the Company w.e.f.

12th January, 2022 due to his old age and ongoing COVID-19 Pandemic situation prevailing in the country.

â¢ Mrs. Suruchi Mittar - (DIN-09432491), an Additional (Independent) Woman Director of the Company had resigned from the directorship w.e.f. 13th January, 2022 due to her current engagements and some other pre-occupations.

Change of Key Managerial Personnel (KMPs)

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

During the year, under review, Mr. R. N. Maloo, ED & Group CFO had superannuated from the services of the Company w.e.f. the close of business hours on 23rd December, 2021.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 of the Listing Regulations.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''IICA''). Further, in terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors have passed or were exempted to undertake online proficiency self-assessment test conducted by the IICA.

In the opinion of the Board, all independent directors possess strong sense of integrity and having requisite experience, qualification and expertise. For further details, please refer corporate governance report.

Name of the official(s)	Key Managerial Personnel (KMPs)
Mr. Raju Bista	Managing Director
Mr. Vinay Surya	Managing Director
Mr. Tarun Baldua	ED & C.E.O - Steel Operations
Mr. Nirupam Sahay	ED & C.E.O - Lighting
Mr. Bharat Bhushan Singal	Sr. V.P & Company Secretary

9. COMPOSITION OF AUDIT & OTHER COMMITTEES

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

Name of the Members	Director Identification No.	Category
Mr. Krishan Kumar Narula	00098124	Chairman ; Independent -Director
Mr.TaraSankar Sudhir Bhattacharya	00157305	Member ; Independent -Director
Mr. Surendra Singh Khurana	02126149	Member ; Independent -Director
Mr. Pramod Jain #	00002190	Member ; Independent -Director
Mr. Vinay Surya #	00515803	Member ; NonIndependent -Director

# Inducted as the member of the Committee by the Board of Directors on 20th December, 2021

All members of audit committee are financially literate and have accounting and related financial management expertise.

Detailed information pertaining to the Audit Committee has been provided in the Corporate Governance Report.

Nomination and Remuneration Committee

The composition of the Committee is as follows:

Name of the Members	DIN	Position	Category
Mr. Krishan Kumar Narula	00098124	Chairman	Non Executive, Independent
Mr. Ravinder Kumar Narang^A	02318041	Member	Non Executive, Independent
Mr. Surendra Singh Khurana	02126149	Member	Non Executive, Independent
Mr. Pramod Jain $	00002190	Member	Non Executive, Additional Independent
Ms. Suruchi Mittar @	09432491	Member	Non Executive; Additional Independent
Shri Surendra Singh Khurana	02126149	Member	Non Executive, Independent

^A Resigned from Directorship / Membership on 12th January, 2022

$ Inducted as the member of the Committee by the Board of Directors on 20th December, 2021 @ Inducted as the member of the Committee by the Board of Directors on 20th December, 2021 and later resigned from Directorship / Membership on 13th January, 2022.

Detailed information pertaining to the Nomination and Remuneration Committee has been provided in the Corporate Governance Report.

Remuneration Policy

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;

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

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

The said policy is available on the website of the Company and can be accessed at the following link: https://surya.co.in/wp-content/uploads/2022/06/ NRC-Revised-Policy 19.05.2022.pdf

Stakeholder''s Relationship Committee Composition / Name of Members and Chairperson

The Committee headed by Mr. Krishan Kumar 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 Members	DIN	Position	Category
Mr. Krishan Kumar Narula	00098124	Chairman	Non Executive, Independent
Mr. Ravinder Kumar Narang^A	02318041	Member	Non Executive, Independent
Mr. Raju Bista	01299297	Member	Executive, Non Independent
Mr. Pramod Jain $	00021920	Member	Non Executive, Independent

^A Resigned from Directorship / Membership on 12th January, 2022

$ Inducted as the member of the Committee by the Board of Directors on 20th December, 2021

Detailed information pertaining to the Stakeholder''s Relationship Committee has been provided in the Corporate Governance Report.

Risk Management Committee

Composition / name of members and chairperson

The Committee headed by Mr. Krishan Kumar Narula (Non-executive - Independent Director) shall discharge the role and responsibilities as specified in Part C of Schedule II of the Listing Regulations as amended from time to time. The Composition of the

committee is as follows:
Name of the Members	DIN	Position	Category
Mr. Krishan Kumar Narula	00098124	Chairman	Non Executive, Independent
Mr. Sunil Sikka	08063385	Member	Non Executive, Independent
Mr. Pramod Jain #	0002190	Member	Non Executive, Additional Independent
Mr. Kaustubh N Karmarkar	00288642	Member	Executive, Non Independent
Mr. Vinay Surya #	00515803	Member	Executive - NonIndependent
Mr. Tarun Baldua		Member	ED & CEO -Steel Operations
Mr. Nirupam Sahay	-	Member	ED & CEO -Lighting

# Inducted as a member of the Committee by the Board of Directors on 20th December, 2021

Detailed information pertaining to the Risk Management Committee has been provided in the Corporate Governance Report.

10. WHISTLE BLOWER POLICY (VIGIL MECHANISM) :

As per the provisions of Section 177(9) & (10) of the Act read with 4(2)(d)(iv) of Listing Regulations, the 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 has been posted on the website of the Company at the following link:

https://surya.co.in/wp-content/ uploads/2022/05/162928 whistle-blower-policy.pdf

11. DIRECTORS RESPONSIBILITY STATEMENT - IN PURSUANCE OF SECTION 134(5) OF THE COMPANIES ACT, 2013 :

The Board of Directors of the Company confirm that:

a) in the preparation of the annual accounts for the financial year ending 31st March, 2022, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) 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 ending 31st March, 2022 and of the profit of the Company for that period;

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

d) the Directors had prepared the annual accounts on a "going concern" basis;

e) 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;

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

Details in respect of frauds reported by auditors under section 143(12) of the Act:

During the year under review, no instances of any frauds were reported by the Statutory Auditors to the Audit Committee or the Board under section 143(12) of the Act.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

13. ANNUAL RETURN:

As per the provisions of section 92(3) of the Act and rule 11 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return (2021-22) has been placed on the website of the Company and can be accessed at following link: https://surya.co.in/annual return

Sill

14. AUDITORS AND AUDIT REPORT:

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Act, the members at the Annual General Meeting ("AGM") of the Company held on 29th December, 2017 appointed M/s Ashok Kumar Goyal & Co, Chartered Accountants (firm registration No. - 002777N) as Statutory Auditors of the Company for the first term from the conclusion of 44th AGM till the conclusion of 49th AGM. As the first term of the first five years is going to expire from the conclusion of the ensuing AGM of the Company and pursuant to provisions of Section 139 (2) of the

Act, an audit firm shall be appointed as Statutory Auditor for maximum of two terms of five consecutive years each, being eligible for re-appointment as per the provisions of section 141 of the Act, the Board recommend the reappointment of statutory auditor, M/s Ashok Kumar Goyal & Co, Chartered Accountants (firm registration No. - 002777N), for the second term of five consecutive years so to hold such office from the conclusion of ensuing AGM till the conclusion of the 54th AGM, subject to approval of shareholders in the forthcoming AGM of the Company.

The Statutory Audit Report for the year 2021-22 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

APPOINTMENT OF OTHER AUDITORS COST AUDITOR

The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act read with Companies (Audit & Auditors) Rules, 2014.

Pursuant to Section 148 of the Act, 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 2021-22.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution will form part of the Notice convening the AGM. The approval of the members is sought for the proposed remuneration payable to the Cost Auditors for the Financial Year ended 31st March, 2023. M/s R.J. Goel & Co., have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years. The Cost Audit Report of the Company for the Financial Year ended 31st March, 2022 will be filed with the MCA.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act 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 2021-22. The Secretarial Audit Report for the financial year ended 31st March, 2022 is annexed herewith and marked as Annexure II to this report.

The Secretarial Audit Report(s) is self- explanatory and does not contain any qualification, reservation or adverse remark.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO :

16. DETAILS RELATING TO DEPOSITS :

The Company has not accepted deposits under Chapter V of the Act. Any amount lying unpaid / unclaimed of any depositor was transferred to Investor Education and Protection Fund. At the close of the year no amount is lying unpaid / unclaimed of any depositor for payment with the Company.

17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS :

18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS :

The Company is having an independent Internal Audit Department assisted by external professionals for assessing and improving the effectiveness of internal

S. No.	Name of the Members	DIN	Category
1	Mr. Jai Prakash Agarwal	00041119	Member
2	Mr. Raju Bista	01299297	Member
3	Mr. Krishan Kumar Narula	00098124	Chairman; Independent Director
4	Mr. Kaustubh N Karmarkar	00288642	Member
5	Mr. Pramod Jain $	00002190	Member; Additional Independent Director

financial control with reference to financial statements and governance. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

19. 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, the particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement (Please refer Note 6 and 46 to the Standalone Financial Statement).

20. RISK MANAGEMENT POLICY :

In line with the provisions of Section 134(3)(n) of the Act and Regulation 17(9) of Listing Regulations, the Risk Management Committee has formulated and approved the Risk Management Policy (referred to as RMP Policy) at its meeting held on 26th October, 2021. The Policy aimed to develop an approach to make an assessment and management of the risks in financial, operational and project based areas in a timely manner. The main objectives of the Risk Management Policy are:

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

â¢ To protect brand value through strategic control and operational policies;

â¢ To establish a framework for the Company''s risk management process and to ensure companywide implementation;

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

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

Detailed information pertaining to the same has been provided in the Management Discussion and Analysis (MDA) to the Report and therefore not repeated, to avoid duplication.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY :

Composition / Category / Name of Members and Chairperson

The Corporate Social Committee comprises of five Directors. The names along with categories of the members at the meeting was as follows: $ Inducted as the member of the Committee by the Board of Directors on 20th December, 2021

During the last financial year two CSR Committee meetings were held on 19th April, 2021 and 17th March 2022.

To attain the objectives of Corporate Social Responsibility in a professional and integrated manner CSR Committee framed the revised Corporate Social Responsibility Policy of the Company in line with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, as approved by the Board on 25th May, 2021.

"Surya Roshni Limited CSR Policy" framed as per the provisions of Section 135 and Schedule VII of the Act, 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.

The detailed Corporate Social Responsibility Policy of the Company is available on the website of the Company at the following link: https://surya.co.in/ wpcontent/uploads/2022/05/Revised-CSR-Policy.pdf

Company discharged its responsibilities through Surya Foundation, a public trust, (a registered entity under Ministry of Corporate Affairs (MCA) vide Registration Number CSR00002663 for undertaking the CSR activities) established in 1992 with established track record of more than 30 years, to undertake CSR related activities and further is an eligible implementing agency in accordance with the provisions of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR projects or programmes or activities undertaken by the Company as per the Company''s CSR Policy in India only, which includes Rural Development Programme, Promoting Health Care including Preventive Health Care and any other project covered under Schedule VII of the Act. The CSR activities like personality development camp, plantation of rural area, sports tournament, selai Kendra, swatch abhiyan, blood donation camp, national youth day celebration, go-utpaad training camp, dakshta varag, madhu makhi traing camp, diary training camp, etc. or any other activities covered under Schedule VII of the Act shall be carried on under ''Rural Development Programme'' (Adarsh Gram Yojana Project) and also undertake projects on Naturopathy, Health Camps under ''Promoting Health Care including Preventive Health Care'' and any other projects covered under Schedule VII of the Act. The Company prefer to take up projects for spending the amount earmarked for CSR at local areas and regions where the Company operates and on PAN India basis.

During the year under review, Company spent ?3.53 crore on corporate social activities being not less than two percent of the average net profits of the Company(s) made during the three immediately preceding financial years as required under the provisions of Section 135(5) of the Act. No amount was left unspent during the year under review on CSR activities.

Annual Report on Corporate Social Responsibility Activities of the Company for the financial year 202122 is annexed as Annexure IV to the Board''s Report.

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.

22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year ended 31st March, 2022, all the contracts or arrangements or transactions that were entered into with related party as defined under the Act, and Regulation 23 of Listing Regulations, were on an arm''s length basis and were in the ordinary course of business. However, pursuant to Regulation 23(2) of Listing Regulations, prior approval of the Audit Committee was sought for entering into related party transactions.

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 related party transactions. Thus, disclosure in form AOC-2 is not required.

As per the requirements of section 188 of the Act read with Rule 15 of the Companies(Meetings of Board and its Powers) Rules, 2014 read with Rule 6A of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of Listing Regulations, revised policy on Related Party Transactions and also on dealing with Related Party Transaction has been framed, to ensure the proper approval and reporting of transactions between the Company and its Related Parties.

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:

https://surya.co.in/wp-content/uploads/2022/06/ RPT Revised Policy 19.05.2022.pdf

23. PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause VII of Schedule IV of the Act and in compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other applicable regulations referred to as "Listing Regulations", Nomination and Remuneration Committee ("the Committee") has formulated "Nomination and Remuneration Policy" for performance evaluation of Independent Directors, Board, Committees and other Individual Directors.

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.

A separate exercise was carried out to evaluate the performance of individual director including the Chairman and Non-Independent Directors and evaluate the Boards Performance, Board Committees performance by the Nomination and Remuneration Committee (NRC) and submit its recommendation for review at the Independent Directors meeting and performance of the individual independent directors by the Nomination and Remuneration Committee and submit its recommendation for review to the Board.

On the basis of the recommendation received from Nomination and Remuneration Committee in regard to performance evaluation of Non-Independent Directors including the Chairman of the Company and the Board as a whole, Independent Directors at its meeting

reviewed the -

s Evaluation of the Performance of the Non -Independent Directors and the Board as a Whole.

s Evaluation of the performance of the Board

Committees including Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee and Other Compliance Committees.

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

s Evaluation of the quality, content and timelines

of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

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.

Based on the recommendations of the Nomination and Remuneration Committee, Independent directors at their meeting held on 31st March, 2022 reviewed and evaluated the performance of Non-Independent Directors including the Chairman and further review and evaluate the Boards Performance, Board Committees performance and submit its report to the Chairman of the Company for assessment.

individual director (including Independent Directors) in detail and after taking into consideration the report submitted by the NRC and Independent Directors on performance evaluation, collectively submit Comprehensive Annual Evaluation Performance Report in regard to its own performance, its Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholder''s Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and other Compliance Committees and that of individual directors including its Chairperson, Managing Directors, Independent Directors and Non-independent directors accordingly. Directors expressed deep satisfaction with the entire performance evaluation process.

24. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company has taken adequate steps to adhere to all the stipulations laid down in regulations 17 to 27, 46 and para C, D and E of Schedule V of Listing Regulations. A report on Corporate Governance is provided in Annexure -V and form part of this Report.

The Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Regulations read with Schedules of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to that report.

25. BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives taken by the Company from an environmental, social and governance perspective is enclosed and marked as Annexure - VI

26. BOARD DIVERSITY

27. GENERAL

i. EMPLOYEE STOCK OPTION SCHEMES

Disclosure with respect to Stock Options, as required under sub-rule 9 of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and under the specified Regulations of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (''the Regulations'') as amended by Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available in the Notes to the Financial Statements and can also be accessed on the Company''s website www.surya.co.in During the year, there has not been any change in the Company''s Employee Stock Option Scheme. The scheme is in compliance with the Regulations.

Your Company''s Secretarial Auditor, M/s. SGS Associates, have certified that the Employee Stock Option Schemes of the Company have been implemented in accordance with the Regulations and the resolutions passed by the Members in this regard.

ii. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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.

iii. As per the Listing Regulations, the compliance certificate from Managing Directors and Chief Financial Officer is given and marked as as Annexure - VII to this report.

iv. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Nil

28. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as per Annexure VIII.

29. ACKNOWLEDGEMENTS

for and on behalf of the Board of Directors

J P Agarwal

Place: New Delhi Chairman

Dated: 19^th May, 2022 DIN- 00041119

Mar 31, 2018

BOARD''S REPORT

To the Members,

The Directors have pleasure in presenting the Forty Fifth Annual Report of the Company for the year ended 31st March, 2018.

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

(Rs, in crore)

Particulars	2017-2018	2016-2017
Revenue from Operations	5011.76	4181.03
Other Income	2.66	0.88
Total Revenue	5014.42	4181.91
EBITDA	348.59	313.90
Finance costs	105.16	112.72
Cash Profit	243.43	201.18
Depreciation and amortisation	87.31	83.61
Net Profit Before Tax	156.12	117.57
Tax Expenses	48.08	31.29
Net Profit After Tax	108.04	86.28
Other Comprehensive Income	(3.72)	(3.34)
Total Comprehensive Income	104.32	82.94

Rs, 350 crore from ICRA during the year under review. The CP rating of the company (A1 SO) reflects relatively stronger credit quality and higher degree of safety regarding timely payment of financial obligations.

STEEL PIPES & STRIPS SEGMENT

Steel Industry has witnessed stupendous performance during the year world-wide. In India, Steel consumption significantly depends on the overall performance of the economy (GDP) and more specifically on investments made in fixed assets such as housing, infrastructure like railways, ports, roads, airports, etc. Anticipated increase in GDP will result in higher consumption and demand of steel products. Surya being the largest exporter of ERW pipes and largest producer of ERW GI Pipes in India, manufactures ERW Steel pipes (GI Black, Hollow section), API & Welded pipes, Spiral, 3LPE Coated pipes & CR strips having wide applications of its products in agriculture, infrastructure, oil & gas and construction sectors. Company products are approved by API (American Petroleum Institute) for Oil & Gas sector. During the year, the steps taken by the company for new products development has further strengthened its operations resulted into increased volume of steel pipes. During the year under review, the gross revenue from operations of the divisions stood at Rs, 3623.40 crore as compared to Rs, 2835.59 crore last year, registered an increase of 27.78% (volume increased by 20%), Cash Profit to Rs, 130.99 crore from Rs, 100.07 crore (an increase of 30.89%) and Profit before tax (PBT) increased by 74.06% to Rs, 64.44 crore from Rs, 37.02 crore from the corresponding period last year. The better performance of the segment is derived on account of set-up of Hindupur plant at A.P, savings in logistic costs, operational efficiencies, supply to oil and gas sector, better negotiations, increasing share of organized sector and above all merger of e-SGSTL which leads to creation of a larger and stronger steel pipes business of the company at economy of scale and overall improved scenario of Steel Pipes business.

NEWLY SET-UP STEEL PIPE PLANT AT HINDUPUR (A.P)

Hindupur (A.P) plant which was established in March 2017 for manufacture of ERW (GI, Black, Section) pipes has expanded its production capacity to 1,50,000 M.T per annum in November, 2017. The full benefits of operations of expanded capacities will be derived from the current year. Plant is in proximity with premium market of South India resulting in savings

During the year under review the Scheme of Amalgamation amongst Surya Roshni Limited and its associate Surya Global Steel Tubes Limited (SGSTL)sanctioned by the Hon''ble National Company Law Tribunal, Chandigarh Bench (NCLT) and made effective from 11th January, 2018 by filing of Form No. INC 28 with MCA and consequently, business of SGSTL has been transferred to the Company w.e.f. 1st April, 2016, being the appointed date as per the scheme. Accordingly the aforesaid financial has been prepared of the merged entity.

In the fiscal year under review, the Gross revenue from operations of the Company is Rs, 5011.76 crore as compared to Rs, 4181.03 crore last year register an increase of 19.86%, Cash Profit to Rs, 243.43 crore from 201.18 crore register an increase of 21%, Profit before tax stands at Rs, 156.12 crore as compared to Rs, 117.57 crore last year, registered an increase of 32.78% and Profit after tax stood at Rs, 108.04 crore as compared to Rs, 86.28 crore last year, registered an increase of 25.22%. The overall performance is the result of Operational excellence, merger of e-SGSTL and rebounding of the performance of Steel Pipe and Strips Segment which also improved ROCE and ROE.

Particulars	2017-2018	2016-2017
Revenue from Operations	5011.76	4181.03
Other Income	2.66	0.88
Total Revenue	5014.42	4181.91
EBITDA	348.59	313.90
Finance costs	105.16	112.72
Cash Profit	243.43	201.18
Depreciation and amortisation	87.31	83.61
Net Profit Before Tax	156.12	117.57
Tax Expenses	48.08	31.29
Net Profit After Tax	108.04	86.28
Other Comprehensive Income	(3.72)	(3.34)
Total Comprehensive Income	104.32	82.94

of logistic cost, increasing market share and overall strengthening the Steel Pipes & Strips business.

Above all, being a plant set-up at notified backward area in the State of Andhra Pradesh, is eligible for State incentives of VAT, Electricity etc. as per the investment policy of the State Government of A.P ANJAR (KUTCHH) UNIT

Surya Steel Pipes and Strips segment is further strengthened on account of merger of erstwhile -Surya Global Steel Tubes Limited (e-SGSTL) effective from 11th January, 2018 having its appointed date as 1st April, 2016 as per the approved Scheme of Amalgamation by Hon''ble National Company Law Tribunal, Chandigarh Bench vide its Orders dated 11th December, 2017.

The recent merger of e-SGSTL with the Company would bring in economy of scale and also open additional avenues of growth in terms of volume, new products, improved profitability and edge of doing business. This would also lead to the consolidation of steel pipes business leading to optimal utilization of resources and bringing the benefits of overall synergy, common management, reduced finance cost, improved credit rating and other benefit of integration.

Established in the year 2010 on 92 Acres which is in close proximity to two major Kandla and Mundra port gives strategic advantage in exports and imports. The unit has successfully manufactured API 5L X -70 PSL2 Grade pipe for Oil & Gas Industry. Climbing the ladder of success very fast, the company has received prestigious order of Rs, 314 crore from IOCL for API Grade pipes which is under execution as per schedule.

Company is also establishing world''s one of the best 3LPE Coating facility having latest technology from Selmer, Netherlands at its Anjar (Kutchh) plant, which will add significant value to existing products basket. Company, continue to maintain its supremacy in the domestic market and is now at par with all the leading global pipe manufacturers in terms of supplying high quality of API line pipes with internal & external coating. Different types of coating like 3LPE, 3LPP FBE (single & dual layer) and internal epoxy coating are carried to safeguard the pipe from rusting and also increases the life of the pipe. Different other pipes specifications such as EN, BS, AUSTRALIA & ASTRA GRADE are also manufactured by the Company.

Anjar (Kutchh) Plant being situated at coastal location with nearby two major ports, exports 70% of its production as it is having strategic advantage in exports and imports.

The wide acceptance of Company''s steel pipe products are evident with its expanding market share and brand preference. As world-class quality products of the Company are being sold by 250 dealers and 21000 retailers across India and are also being exported to more than 50 countries across the globe namely UAE, Australia, Egypt, EU, Canada, US etc.

Upbeat by Government policies at the centre and in particular its recent National Steel Policy 2017, will further boost sentiments of steel pipe sector in a big way. Government programs such as Development of 100 Smart Cities, Skill India, Renewal and revival of road / rail infrastructure projects will further provide a big boost to the Company''s Steel segment in times to come.

LIGHTING & CONSUMER DURABLES SEGMENT

The segment rebounds during the fourth quarter of the reported financial year and delivered much improved performance after GST-led disruption easing and increasing sales of LED lights resulted into an increase of 15.30% in Revenue from Operations (net of taxes) to Rs, 398.93 crore from Rs, 345.99 crore, Cash Profit increased by 34.98% to Rs, 36.73 crore from Rs, 27.21 crore and Profit Before tax (PBT) increased by 42.64% to Rs, 31.31 crore from Rs, 21.95 crore during the fourth quarter of the reported financial over the corresponding quarter of the last year. The improved performance of the fourth quarter also resulted into an overall increase in Revenue from Operations by 7.88% to Rs, 1383.29 crore from Rs, 1282.24 crore, Cash Profit by 11.20% to Rs, 112.44 crore from Rs, 101.11 crore and PBT by 13.81% to Rs, 91.68 crore from Rs, 80.55 crore during the corresponding last year. Ranked as one of the most respectful and trusted brand for lighting product in India, Surya, manufacture all the LED products in-house, backed by strategic marketing initiatives and strong trade channel followed by orders of Street lights received from EESL, Company posted a growth of 45% in LED lights during the year. To further accelerate the growth, the Company has introduced more premium range of LED Down-lighters, Battens, Lamps, Street Lights, Flood Lights, other decorative luminaries and will continue to participate aggressively in the tendering of Street Lights orders of EESL.

Company became the first lighting company in India to introduce energy-efficient lighting solutions. Today, Surya ranked as one of the most respected and trusted brand in India for its Lighting products. Surya, offers wide range of LED products ranging from 0.5w to 25w Lamps, Down-lighters, LED Panels, LED Street lights & LED Hi-bays for Indoor,

Commercial and Industrial Lighting sectors which are produced in-house after extensive R&D at its Noida based Centre to suit Indian conditions. Many new products such as High Beam Angle LED Lamps, Color Change LED Lamps, New Range Down lighters, LED Torch with Dry Cell Battery Rechargeable etc. will also be introduced in near future to cater to the growing demand of the customers. This gives Surya an edge over its competitors.

The LED products add a great amount of colour & class as well as complimenting the existing range of company products which include CFL, Tube Light, GLS, Luminaries and Accessories, High Mast Lighting Systems, Lighting Poles etc.

Company''s Lighting and Consumer Durables Segment is not limited to Lighting Products only but also includes Fans, Home Appliance and Consumer Durables in its segment. The acceptance of the brand Surya fans, Home Appliances and Consumer Durables was overwhelming amongst distributors, retailers as well as customers. During the year under review, Company achieved a sales of Rs, 172 crore through fans and a sales of Rs, 45 crore from Home Appliances Business. Turning energy into happiness Surya, added value added and premium range of fans such as Plated fans, Kids fans, Under-lite fans, Ventura, Metallica all in premium Plated finish and even fans with LED in more than 15 designs during the year. Further, Surya ventured into Room Coolers and sold decent quantity, totally against advance payment. With government initiatives like building smart cities across India and structural shift in the lighting industry towards LEDs the company is poised to grow by leaps and bounds in years to come.

FUTURE PROSPECTS STEEL PIPES & STRIPS SEGMENT Development of India is closely linked to the growth of its Steel Industry. Steel plays a vital role in the development of modern economy and consumption of steel widely taken to be an indicator of economic development. India has become the world''s 2nd largest Steel producer surpassing Japan. Steel Pipe Industry continues to have a strong demand in traditional sectors such as construction, housing, transportation, agriculture, boring, fire-fighting, Infrastructure, Oil & Gas sector and river interlinking etc. The industry will serve as the backbone of industrialization of our country. The benefits of having a functional steel industry will translate to a functional country. Drastic steps have been taken by the Govt. of India to improve overall steel production, consumption and exports.

Demand of steel pipes has been increased all around the sectors like water transportation, agriculture, boring, fire fighting, Infrastructure and Oil & Gas sector. Government has ambitious plans to improve network of Gas & oil pipe lines all over India. About 7 lakh tonnes of API line pipe orders are in the pipeline for the next two years'' time. Like this about 5 lakh tonnes of large dia pipes required for connecting rivers for water transportation in the State of Gujarat alone which is also to be supplied during next one year time. River water transportation system has enormous scope all over India.

In order to increase the usage of natural gas in Indian households from the present of 6.5% to 25% over a decade and to take the Gas Distribution Network across India, Government of India through Petroleum and Natural Gas Regulatory (PNGRB) focuses on revised bidding process for City Gas Distribution licenses, which opens new avenues for Oil and Gas sector and provide ample scope of growth for Steel Pipes manufacturing units. Company will reap benefits of the same as Setting-up of 3 LPE Coating Pipe manufacturing unit with an installed capacity of 18,50,000 square meter external coating and 11,00,000 square meter internal coating for the pipes having diameter between 4" to 64" at its existing campus of Anjar - Bhuj (Gujarat) is progressing well. With the proposed coating facilities, the Company''s presence in supply of pipes in Oil & Gas Sector increases which will also lead to higher capacity utilization of API & Spiral pipes in times to come.

India has become the global pipe manufacturing hub primarily due to the benefits of its lower cost, high 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. Since the global economy returned to sustained growth, the domestic pipe industry is expected to accelerate into high growth trajectory.

Surya is the largest ERW GI pipe manufacturer and the largest exporter of ERW pipes in India. Surya continuously assess the requirement of its customers and develop the products accordingly. Surya developed and supplied GI pipe up to 24" dia pipe during the year. Surya also has good presence in Fire Fighting, Agriculture, Section and API pipe required for infrastructure, household, plumbing uses and Oil & Gas sector.

Looking to the brand image of "Prakash Surya", the demand & supply scenario in South Indian market, the Company''s newly set-up state of the art ERW Pipe

Manufacturing Mill at Hindupur (A.P) for production of Black, Section and GI pipes which is functional from last year starts yielding results. However, actual realization will be derived once the plant runs throughout the year with production capacity of

1,50,000 MT per annum. Further, company derives benefits of economies of scale at lower capital cost and increased market share in the premium market of South India, leading to savings in logistic cost and strengthening the overall Steel Pipe business of the Company.

Further, in order to meet the growing demand of Large Diameter Pipes (SAWH), Company completed merger of e-SGSTL situated in west coast of India at Anjar-Bhuj (Gujarat) near International sea port. The Anjar unit of the company is engaged in manufacturing of Spiral Welded Pipes and ERW, API pipes and due to its world-class machines and strategic location in close proximity to Kandla and Mundra Port, it majorly caters to the export business and exporting to over 50 countries across the Globe resulting into further improve profitability & product range of your company.

The entire turnaround story of Steel Pipes and Strips Segment of the Company which provide an edge over its peers is on account of below mentioned features :

- Better Capacity Utilisation - With four plants operating at 4 different locations -North, Centre, West & South of India, capacity utilisation will be better.

- Newly set-up Hindupur Plant - Company''s newly steel pipe plant which was established in March, 2017 for manufacture of ERW (GI, Black, Section) pipes has expanded its production capacity to 1,50,000 M.T.PA. in November, 2017. With the start of the art plant and in close proximity with premium market of South India, it resulting in savings in logistic cost, increasing market share and overall strengthening the Steel Pipes & Steel business.

- Merger of e-Surya Global Steel Tubes Limited with the Company - Major benefits derived on account of amalgamation of e-SGSTL with the Company are: -

1. Creation of a larger and stronger steel pipes business with economies of scale;

2. Providing geographical reach in all major parts of the country;

3. Availability of plant at Bhuj in Gujarat having proximity to two major ports which makes both import of raw material as well as export of finished products cost effective, making the Company highly competitive;

4. Benefit of availability of modern facility with newer technologies such as variety of coatings, as per the demands of international customers;

5. Optimal utilization of resources of the two companies and taking the advantage of operational synergies.

- Overheads Reduction and lower Logistic Cost.

- NCLT Orders on defaulted companies on account of tightening from Banks

- Increased Government Spending on Infrastructure and other related projects

- Approved manufacturer of API pipes by American Petroleum Institute and produces API pipes for India as well as export market.

With emphasis through the National Steel Policy, for increasing the capacity of steel sector, improving road infrastructure, housing for all, Elevated tracks for Railways and redevelopment of railway stations, city gas projects, development of smart cities and with Union Budget 2018 focuses on strengthening agricultural and rural economy of the Country through various schemes such as Bharat Mala Pariyojana,, Awas Yojna (building 1 crore houses), Ujjawala Yojana (providing LPG Connections to 8 crore women), substantial demand will be generated for the Steel Pipe products of the Company.

LIGHTING & CONSUMER DURABLES SEGMENT Indian Lighting Industry mainly consist of Conventional and LED products. The total size of industry is expected to grow to Rs, 28,500 Crore by 2020. The growth in the lighting industry will be fuelled by LED products due to numerous advantages LED technology have over conventional lighting technology and they have swiftly gained prominence in the Indian lighting market. Although Indian LED lighting market is at a nascent stage, it offers innumerable opportunities for growth over the next few decades.

LED lights are becoming the major source of energy efficient lighting in India. LED products are becoming the part of mainstream of the market owing to government initiatives and increasing public awareness about benefits of using LED lights.

India''s LED Lighting market is projected to grow at a CAGR of 26.6% during 2017-23. The Government of India launched an initiative in 2016 to replace conventional lights by LED lights by deploying 770 million bulbs and 35 million street lights by 2019. Further, under Deen Dayal Upadhyaya Gram Jyoti

Yojana (DDUGJY), 273 lakhs LED bulbs have to be distributed to BPL households. The Government has a target of 100 per cent electrification of villages to be achieved by 2019 & houses for all by 2022. Government drives to build Smart Cities will provide further opportunities for growth.

We, at Surya Roshni, manufacture all the LED products in-house. The LEDs manufactured at its fully integrated plants in Kashipur (Uttarakhand) and Gwalior (Madhya Pradesh), supported by Surya Technology & Innovation Centre (STIC) at Noida -an advanced state-of-the-art lighting and research centre with specific focus on LED ensure products are energy-efficient with extremely lower maintenance cost, high brightness, soothing light effect, high-power factor, and wide operating voltage range, operation in extreme temperatures - which ensure energy savings and comes with the facilitation of a remarkable lifespan. The group, manufactures quality LED products with a world class manufacturing infrastructure.

The LED lamps assembly process is equipped with automatic head assembly machines at Kashipur and Gwalior Plants. These machines are developed in-house by competent team members with an innovative approach. It is the most production friendly and deliver the best quality of products. Surya Roshni established PCB Assembly Unit at Gwalior & Kashipur plants with state-of-the-art automatic component insertion machines for both types of Axial and SMD components. We have a world class setup having Surface Mount Technology (SMT)/AI machines of FUJI/JUKI/Yamaha for assembly of driver/MCPCBs for LED lamps/T-8 LED Tube Lights and Street Lights. All the SMT machines are fine pitch machines being used to insert chip components of all packages using SMT. These machines are used for mounting chip components for CFL and LED driver/MCPCBs. We are adhering to the best quality practices to deliver a zero defect product so as to meet our customer''s expectation.

The segment rebounds during the fourth quarter and delivered much improved performance after GST-led disruption easing and increasing sales of LED lights resulted into an increase in Revenue from Operations by 8% to Rs, 1383 crore from Rs, 1282 crore, Cash Profit by 11% to Rs, 112 crore from Rs, 101 crore and PBT by 14% to Rs, 92 crore from Rs, 81 crore during the year. Ranked as one of the most respectful and trusted brand for lighting product in India, Surya, manufacture all the LED products in-house, backed by strategic marketing initiatives and strong trade channel along with orders of Street lights received from EESL.

A total of Rs, 216 crore turnover was realized through EESL''s (Energy Efficiency Services Limited) LED Street Lighting up gradation program. Today BU has completed illumination projects in Outdoor street lighting & Indoor LED retrofits in PSUs & Semi Govt. Institutes. Our projects business has successfully executed LED Retrofitting of Border Flood lighting along Indo-Pak border in Rajasthan sector. We have also made in-roads in prestigious projects like Smart Cities, Metros and Airports.

LED Business continues to contribute 49% of total turnover of the lighting & consumer durables segment and with new range of Architectural Fagade Lighting, Decorative Indoor, Industrial and Stadium Lighting luminaire range promises to add a vertical growth from specifies and architect segment.

Surya, being only lighting company which provide basic lighting to sophisticated lighting products in India with strong presence in Tier II and Tier III cities will expect to reap benefits due to shift of demand to organized space post GST, The future of the segment is bright on account of operational efficiencies, increase in marketing network, brand building, effective plant locations and professional management, Company will deliver all round progress both top line and bottom line in times to come which shall result into improving the ROCE and ROE.

With Company''s continuous focus and energized teams along with its established dealer & service network, we are well poised to achieve new heights with healthy growth in top line and bottom line. RESEARCH AND DEVELOPMENT CENTRE Surya Roshni is amongst the market leader in Lighting Industry in India. This has been possible partly due to the strong focus on development of new LED products and technologies. Surya Technology and Innovation Centre (STIC) is at the heart of this growth and has contributed immensely towards achieving the position presently enjoyed by the company.

For the last few years STIC has been involved in the research and development of LED Luminaries with several unique and first-in-class features. STIC has invested in various resources required for the mechanical, electronics and optical development. Company experienced mechanical engineers equipped with CAD workstation take every care to design new lights to ensure that the lights meet the best manufacturing and quality standards. Thermal simulations ensure that the thermal management is optimum for the long life of the LED luminaries.

We design and develop our own electronic drivers for use in vast range of LED lights. High quality and reliability of the drivers is ensured right from the design stage. Advanced features of our drivers ensure that we remain at the forefront of LED technology. Thermal, mechanical and environmental tests are performed on the Luminaries during development. All kinds of electrical and safety tests are available and are performed on the products to ensure their functioning during the most adverse conditions.

STIC houses the most advanced Photometric Laboratory in India with a High speed Mirror Gonio photometer (Type C) from LMT, Germany - the best equipment available for measurement of luminous output and intensity distributions of light sources, luminaries and for testing of optical design of lighting system. The centre is also equipped with a 2m Integrating sphere. To carry out measurements for light distribution pattern, IL luminance, luminous flux, chromaticity, color temperature, color rendering index of light sources and luminaries. The Photometric Testing Laboratory is also NABL accredited.

STIC has been recognized as an R & D Centre by DSIR (Department of Scientific & Industrial Research, Ministry of Science & Technology). It has been also listed as one of the best testing R & D Centre in India by BEE (Bureau of Energy Efficiency), for the measurement of complying BIS Standard/ International standards of LED Lighting systems. Thus, STIC is actively enabling Surya Roshni to provide the most energy efficient, safe, reliable and environment-friendly lighting products with its ability to do the best-in-class research, design and development and thus contributing towards Green India.

FAN DIVISION

Saving energy is the mantra for today as the nation requires power for development and energy saved is energy generated. Energy efficient fans are the order of day today. Surya, is the name reckoned for energy efficient domestic and commercial fan solution market.

Surya Fans is one of the fastest growing brand in Indian fans Industry. Being associated member of India Fans Manufacturers Association (IFMA), Company has achieved Sales of Rs, 172 crore by selling over 20 Lacs fans units in 2017-18.

Since the business in the year 2017-18 was affected by India''s most Tax Structure reformation by Goods and Service Tax (GST), the Business Growth was not as expected as planned by the organization. Although we have registered positive growth in 2017-

18 despite of entire fans industry has registered marginal growth.

Company has expanded its presence across the Segment in Domestic customers, CSD -CPC and Government institutions and further exploring presence in export markets.

Surya newly launched Super energy efficient BLDC Ceiling fan is the biggest success in its journey and creating awareness amongst the customers as the most power saving fan with just 32 Watt power consumption with higher air delivery and other value added features.

Surya Premium Ceiling fan range with unique Anti dust technology offers the variety of choices for customer with different color combinations and unique decoration to suits the interior of home.

HOME APPLIANCES AND CONSUMER DURABLES

Surya''s entry in to the Small Domestic Appliances industry in last 2 years have been an important inflexion point in the brand''s journey to further strengthen the consumer relationship as it offers wide spectrum of innovative, premium quality, Kitchen and Domestic Appliances. In the FY 2018, many new products had been launched with special focus on Water Heaters product group, Qubo, designer storage water heaters were marketed and promoted with a brand new TVC campaign and Ignito, Gas Water Heaters were launched which were received by the consumers with enthusiasm and vigor. These new products were appreciated and received very well by the consumers, a sizeable number of Water Heaters were sold during last year and plan to grow this segment further in FY 2019.

Room coolers range was expanded last year with addition in personal coolers range with 25 Liters & 50 Liters, with focus on design and higher cooling efficiency and with multiple tank capacities, market responded to the Room coolers enthusiastically and this product segment was again sold on advance payment, Room coolers shall be contributing 30000 units in FY 2019.

Surya is going to launch the Glass Cooktop (Gas Stoves) range in the FY 2019, which marks the entry of the brand further into the kitchen appliances, these Glass Cooktops have been the best of material and design, which enhances the looks and convenience for the consumers, making their cooking a pleasure and enjoyable.

Surya''s envisages to further leverage and strengthen the distribution in e- commerce, as initiated last year and also electrical channel by offering new products in the Mixer Grinders like Royale 600 Watts and Royale 750 Watts, Dry & Steam I rons, Electric Kettles, Toasters, Induction Cook tops and shall strive to remain one of the most competitive brands in its segment by offering superior value through innovative products in design, workmanship, efficiency and durability. This business segment achieved a turnover of Rs, 45 crores in FY 2018 and aims to generate sales of over Rs, 75 crores in the FY 2019 .The customer care team is also well established, with a pan India network of service franchises in order to provide impeccable service experience, should the product requires after sales service.

2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the provisions of Section 134(3)(i) 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 a dividend pay-out of '' 2.00 per equity share on the enhanced equity share capital (allotment of equity shares to the shareholders of e-SGSTL as per the sanctioned scheme of amalgamation approved by Hon''ble NCLT, Chandigarh Bench) of the company for the year ended 2017-18 subject to approval from the shareholders at the ensuing AGM.

Together, with Corporate tax on dividend, the total outflow on account of equity dividend will be Rs, 13.12 crore.

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 September, 2018. In respect of shares held in de-materialised form, the dividend shall be payable on the basis of beneficial ownership as at the end of 10th September, 2018, 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 During the year, under review, there was no change in Key Managerial Personnel of the Company.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of the Company

two meetings to consider amongst other business, the quarterly performance of the company and financial results.

During the last financial year, our Board met five times, on 30th May, 2017; 11th August, 2017; 13th November, 2017; 25th January, 2018 and 12th February, 2018.

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL : 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 Directorship

During the year, under review Smt. Shivani Singla has been substituted as a Nominee Director of IDBI Bank Ltd w. e. f 11th December, 2017 in place of Sh. Rajeev Kumar Sinha on the Board of the Company. Your Directors welcome Smt. Shivani Singla and at the same time placed on record the high sense of appreciation for the wise counsel and valuable services rendered by Sh. Rajeev Kumar Sinha during his tenure on the Board.

Appointment of Director

The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) at its meeting has appointed Shri Sunil Sikka having DIN

- 08063385 as an Additional Independent Director of the Company w.e.f 12th February, 2018 as per the provisions of Section 161 of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointment of Key Managerial Personnel (KMPs)

As per the provisions of section 203 of the Companies Act, 2013, following officials as named below are 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. R N Maloo	ED & Group Chief Financial Officer
Sh. Tarun Baldua	C.E.O - Steel Operations
Sh. Ramanjit Singh	C.E.O - Lighting Operations
Sh. B B Singal	Sr. V.P & Company Secretary

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) of the Companies Act, 2013.

FAMILIARISE PROGRAMME FOR INDEPENDENT DIRECTORS

In view of the provisions of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, a familiarise programme for Independent Directors was organised during the year to make them update the recent amendments in the provisions of the Companies Act, 2013. A detailed familiarisation programme was presented by Secretarial team of the Company 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/familiarization-programme-for-independent-directors/

8. COMPOSITION OF AUDIT & OTHER COMMITTEES

The Audit Committee comprises of four Directors. The names along with categories of the members at the meeting was as follows : as formed above meet the criteria as provided in Regulation 18 read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 along with reviewing and monitoring the auditor''s independence and performance, 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.

As per Rule 6A of the Companies (Meeting of Board and its Powers) Rules, 2014 and in compliance to regulation 23(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 committee to recommend to grant Omnibus approval for proposed related party transactions which are foreseen and for unforeseen transactions as per the framed specified criteria on an annual basis In addition, the Committee has discharged such other role/function as envisaged under Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (referred to as âListing Regulations'' with the Stock Exchange ) and the provisions of Section 177(4) 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.

Names of the Members	Director Identification No.	Category
Sh. K. K. Narula	00098124	Chairman ; Independent -Director
Sh.Tara Sankar Bhattacharya	00157305	Member ; Independent -Director
Sh. Utpal K Mukhopadhyay	02766045	Member ; Independent -Director
Sh. Mukesh Tripathi	01951272	Member ; Non Independent -Director

Names of the Members	DIN	Position	Category
Shri K K Narula	00098124	Chairman	Non Executive, Independent
Shri Ravinder Kumar Narang	02318041	Member	Non Executive, Independent
Shri Surendra Singh Khurana *	02126149	Member	Non Executive, Independent
Shri Mukesh Tripathi #	01951272	Member	Executive, Non Independent

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee is as follows : 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. fulfil 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

As per the provisions of section 178(2) of the Companies Act, 2013 and Clause VII & VIII of Schedule IV of the Act read with SEBI (Listing Obligations and Disclosure Requirements) 2015, Nomination and Remuneration committee carried out annual performance evaluation of Director''s according to their roles and duties on the Board of the Company and in particular considered the following aspects

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 (Nonexecutive - Independent Director) has the mandate to review and redress stakeholder grievances. The Composition of the committee is as follows :

9. WHISTLE BLOWER POLICY (VIGIL MECHANISM) :

As per the provisions of Section 177(9) & (10) of the Companies Act, 2013, Company promotes ethical

- Inducted by re-constitution of the Committee by Board of Directors w.e.f 25th January, 2018

#Not qualified to hold membership on becoming Executive ; Non- Independent director on account of merger of e-Surya Global steel tubes limited with the Company w.e.f. 11th January, 2018 The Nomination and Remuneration Committee is responsible for-

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

- 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 Regulation 19 read with Part D clause A of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Regulation 19 read with Part D clause A of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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

Names of the Members	DIN	Position	Category
Shri K K Narula	00098124	Chairman	Non Executive, Independent
Shri Ravinder Kumar Narang	02318041	Member	Non Executive, Independent
Shri Raju Bista	01299297	Member	Executive, Non Independent

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/wp-content/uploads/2016/04/ whistle-blower-policy.pdf

10. 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.

Details in respect of frauds reported by auditors under section 143(12) of the Companies Act, 2013

During the year under review, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

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

During the year under review, no company has become or ceased to be its Subsidiaries, Joint Ventures or Associate Company except Surya Global Steel Tubes Limited (an associate Company) which was merged from appointed date 1st April, 2016 with the Company as per NCLT, Chandigarh Bench Order effective from 11th January, 2018.

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 - 1 forms part of this Board Report.

13 AUDITORS AND AUDIT REPORT:

STATUTORY AUDITOR:

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 29th December 2017 appointed M/s Ashok Kumar Goyal & Co, Chartered Accountants (firm registration No. - 002777N) as Statutory Auditors of the Company from the conclusion of 44th Annual General Meeting till the conclusion of 49th Annual General Meeting, covering one term of five consecutive years, subject to ratification by the members at each intervening annual general meeting.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors'' appointment is no longer required. However, under section 142 of the Companies Act, 2013, a proposal is put up for approval of members for authorising the Board of Directors of the Company to fix Auditors'' remuneration for the year 2018-19 and thereafter. The members are requested to approve the same.

The Statutory Audit Report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors. APPOINTMENT OF OTHER AUDITORS 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 2017-18.

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 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018is annexed herewith and marked as Annexure II to this report. The Secretarial Audit Report(s) 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 are annexed hereto and marked as Annexure - III and form part of this report.

15 DETAILS RELATING TO DEPOSITS:

As per the provisions of section 74(1) of the Companies Act, 2013, Company had made prepayments, repayments or outstanding unclaimed deposits on or before 31st March, 2015 to all the public depositors of the Company.

At the close of the year 35 depositors aggregating to '' 13.98 lakh to whom cheques were issued but not cleared.

16 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

17 INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

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 with reference to financial statements 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:

19 RISK MANAGEMENT POLICY :

In line with the provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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:

A. Technology Risk: The ever-evolving technology with continuous updation may lead to product obsolescence, if not addressed regularly.

B. Financial Risk: The policy rates have started showing increasing trend in view of inflationary pressures, which may impact profitability.

C. Business Competition Risk: Both business segments face competition in the market from many established as well as unorganised players.

D. Operational Risk: Price fluctuation in HR Coils may lead to loss in value of inventory held. Reduction in prices of LED lamps may lead to loss of inventory valuation.

E. Regulatory Risk: Non-compliance to stringent regulatory and environment norms may result in liabilities and loss of brand reputation.

F. Forex Fluctuation Risk: The Company deals in exports /imports of products in business and borrowings which are subjected to currency fluctuations.

G. Human Resources Risk: The Company needs adequate talent to run the business. There is a risk labour unrest and maintaining good industrial relations.

Adequate Mitigation plans are prepared in respect of above stated risk and are not threatening the existence of the organisation.

At Surya, the Risk Management is being integrated with setting of Business Strategies. Risk management is managing all material risks in an appropriate manner by designing and implementation of policies and systems around major business processes and assigning roles and responsibilities to process owners. Major steps in the framework are as under :

a. Planning & Strategizing

b. Identification of Major Risks

c. Assessment of Risks and Assignment of Responsibilities

d. Development of Mitigation Plans

e. Monitoring & Reporting

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 area

of functioning and report to the Board and Audit Committee.

During the last financial year four CSR Committee meetings were held on 30th May, 2017, 11th August 2017, 13th November, 2017 and 12th February, 2018. 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 25 years, to undertake CSR related activities and further is an

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 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. Name of the ^NÂ°. Member	DIN	Category
1 Shri Jai Prakash Agarwal	00041119	Member
2 Shri Raju Bista	01299297	Member
3 Shri K K Narula	00098124	Chairman
4 Shri Mukesh Tripathi	01951272	Member

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 on consolidated basis spends Rs, 2.04 crore in which an amount of Rs, 1.64 crore is spend by the company and Rs, 0.40 crore is spend by e-SGSTL on corporate social activities being two percent of the average net profits of the company(s) 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 :

No contracts or arrangements or transactions not on an arm''s length basis with Related parties referred to in Section 188(1) is made during the year under review as provided in Form AOC-2 marked as 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 read with Rule 6A of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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/wp-content/ uploads/2016/04/RPT-Policy.pdf Your Directors draw attention of the members to Note No. 48 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 in compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other applicable regulations referred to as "Listing Regulations", Nomination and Remuneration Committee ("the Committee") has formulated "Nomination and Remuneration Policy" 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 -

s Evaluation of the Performance of the Non -Independent Directors and the Board as a Whole. s Evaluation of the performance of the Board Committees including Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee. s Evaluation of the Performance of the Chairman of the Company taking into account the views of Executives and Non-Executive Directors. s Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

A separate exercise was carried out to evaluate the performance of individual director including the Chairman and Independent Directors and evaluate the Boards Performance, Board Committees performance by the Nomination and Remuneration Committee and submit its recommendation for review at the Independent Directors meeting.

Based on the recommendations of the Nomination and Remuneration Committee, Independent directors at their meeting held on 28th March, 2018 review and evaluate the performance of Non-Independent Directors including the Chairman and further review and evaluate the Boards Performance, Board Committees performance and submit its report to the Chairman of the Company for assessment.

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.

II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 referred to as the Listing Regulations read with SEBI Circular No. SEBI/ HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017on Guidance Note on Board evaluation, formal annual evaluation has been made by the Board after reviewing each and every parameter of Performance evaluation of Board as a whole, its Committees and that of every individual director (including Independent Directors) in detail and after taking into consideration the report submitted by NRC and Independent Directors on performance evaluation, collectively submit Comprehensive Annual Evaluation Performance Report in regard to its own performance, its Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholder''s Relationship Committee, Corporate Social Responsibility Committee and other Compliance Committees and that of individual directors including its Chairperson, Managing Director, Independent Directors and Non-independent directors accordingly Directors expressed deep satisfaction with the entire performance evaluation process.

23 PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197

The company has paid the Annual Listing Fees to both the Stock Exchanges for the Financial Year 2017-18 and 2018-19.

25 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Company has taken adequate steps to adhere to all the stipulations laid down in Clause 17 to 27 read with Schedules of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "Listing Regulations". 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 Regulations read with Schedules of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report. Company believes that its Members are among its most 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 2017-18:

BSE Limited			The National Stock Exchange of India Ltd.
Rotunda Building, Dalal Street, Fort, Mumbai -400 001.			Exchange Plaza, Bandra-Kurla Complex, Bandra, Mumbai - 400 051.
Stock Code
	National Stock Exchange	Bombay Stock Exchange		ISIN
Equity Shares-Symbol / Code	SURYAROSNI	500336 (Dematerialised) 336 (Physical)		INE335A01012

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.

BOARD DIVERSITY

26 GENERAL

i. 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.

ii. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 referred to as the Listing Regulation with the Stock Exchanges, the compliance certificate from Chairman, Managing Director and Executive Director & Group CFO is given as Annexure - VII to the report.

27 ACKNOWLEDGEMENTS

for and on behalf of the Board of Directors

J P AGARWAL

Place: New Delhi CHAIRMAN

Dated:18th May, 2018 DIN- 00041119

Mar 31, 2017

To the Members,

The Directors have pleasure in presenting the Forty Fourth Annual Report of the Company for the year ended 31st March, 2017.

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

TRANSITION TO IND AS

The Central Government in consultation with the National Advisory Committee on Accounting Standards (NACAS) under Section 133 read with Section 469 of the Companies Act, 2013 has notified the Indian Accounting Standards (âInd ASâ) vide G.S.R. 111(E) dated 16 February 2015. The aforesaid Rules have been further amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 on 30 March 2016. In view of this notification / amendment and also as per the Regulation 33 of Listing Regulations, the Company has prepared the Financial Statements for the year ended 31 March 2017 as per Ind AS, as amended.

(Rs. in Crores)

Particulars	2016-2017	2015-2016
Revenue from Operations	3412.83	3196.50
Other Income	0.76	1.85
Total Revenue	3413.59	3198.35
EBIDTA	230.59	244.23
Finance costs	87.74	96.43
Cash Profit	142.85	147.80
Depreciation and amortisation expenses	55.92	61.01
Net Profit Before Tax	86.93	86.79
Tax Expenses	20.71	23.69
Net Profit After Tax	66.22	63.10
Other Comprehensive Income	(3.05)	(1.40)
Total Comprehensive Income	63.17	61.70

In the fiscal year under review, the revenue from operations of your Company is Rs.3412.83 crore as compared to Rs.3196.50 crores last year register an increase of 6.77%., Profit AfterTax stood at Rs.66.22 crores as compared to Rs.63.10 crores last year, registering an increase of 4.94%.

Considering the ample liquidity conditions, thrust of the Government for borrowings from Bond market and the related lower borrowing cost, the company increases its borrowings through Commercial Papers (CP) and obtained rating for enhanced amount of Rs. 300 crore from ICRA during the year under review. The CP rating of the company (A1 SO) reflects relatively stronger credit quality and higher degree of safety regarding timely payment of financial obligations.

STEEL PIPES & STRIPS SEGMENT

Steel Industry has witnessed reflects positive signs of revival during the year globally. In India, Steel consumption significantly depends on the overall performance of the economy (GDP) and more specifically on investments made in fixed assets such as housing, infrastructure like railways, ports, roads, airports, etc. Anticipated increase in GDP will result in higher consumption and demand of steel products.

Bad times are good times. One can either learn to accept them and wait for them to end; or can challenge oneâs abilities to perform despite them. As a company that initiated its Steel business, close to four decades ago, we at Surya Roshni Limited clearly believe in a simple fact: that each downturn is followed by an upturn and vice-versa. Therefore, successful businesses are those, which concentrate their energies and resources to build a stronger foundation for creating long term value; and not merely worry about the uncontrollable factors or the short-term challenges.

Surya is the largest GI Steel Pipe Manufacturer in India with products for agriculture, infrastructure, oil & gas and construction sectors. Company products are approved by API (American Petroleum Institute) for oil & gas sector. During the year, the steps taken by the company for new products development, capex for debottlenecking and commissioning of additional mill at Malanpur at marginal capex in steel pipe division had further strengthen its operations resulted into increased volume of steel pipes. During the year under review,the revenue from operations of the divisions stood at Rs. 2063.76 crores as compared to Rs. 1827.38 crores last year, registering an increase of 12,94%, Profit before tax also moves in a positive zone during the year and stood at Rs. 6.38 crore as against a loss of Rs. 9.77 crore last year.

During the year, Commercial Production at the Companyâs newly set-up Steel Pipe plant at Hindupur Dist. Ananthapuramu(A.P) for manufacturing of ERW Black and GI Pipes with an installed capacity of 90,000 M.T per annum commenced from 1st March, 2017. With the start of operations at Hindupur Plant, Company will achieve savings in logistic cost and further leveraging its presence in the premium market of South India resulted into creation of a larger and stronger steel pipes business with economies of scale. Above all, being a plant set-up at notified backward area in the State of Andhra Pradesh, company is eligible for deduction under section 32AC & 32AD of the Income Tax Act, 1961.

Upbeat by Government policies at the centre and in particular its recent National Steel Policy 2017 will further boost sentiments of steel pipe sector in a big way. Government programs such as Development of 100 Smart Cities, Skill India, Renewal and Revival of road / rail infrastructure projects will further provide a big boost to the Companyâs Steel Division in times to come.

LIGHTING & CONSUMER DURABLES SEGMENT

During the year under review, Lighting & Consumer Durables Segment continued to innovate and expand product portfolio through its wide range of LED products. With its Luminaire range of LED company expand its market share considerably.

The performance of the division remains moderate during the year as Revenue from operation of the division stood at Rs.1349.07 crores as compared to Rs.1369.12 crores last year, Profit Before tax stood at Rs. 80.55 crores during the year.

During the year under review, LED business has increased by more than 77% and the sale of fan &Home appliances segment increased by 55%, due to which the company has become prominent player and is moving towards consumer durables from the present lighting goods..However, the sales of CFL has dipped by 59% due to its fast phasing out from LED and the same is beneficial for the company in the long term. The Company has further introduced more products in LED for various uses. The margins during the under review had remained under pressure due to lower CFL volumes, lower margins in LED Bulbs from EESL orders, increased excise burden on Kashipur plant and higher spending on advertisement.

During the year under review, Company has been awarded contracts for supply of LED Bulbs, Street Lights, Energy efficient ceiling fans and other lighting products worth Rs. 166 crores by EESL, Government departments, local authorities and other Public Sector Undertakings. Company had successfully executed orders within the time lines of the respective orders.

During the year under review, Company has acquired Industrial unit âHFLâ engaged in the business of manufacturing, distribution and sale of LED lamps, tube lights, Street lights, HID lamps, decorative light & furniture items etc. situated at Kashipur, District U.S. Nagar, Uttarakhand, on slump sale basis. The acquisition shall enhance the companyâs own manufacturing capacities for LED lamps, tube lights, Street lights, HID lamps, decorative lights etc. and strengthen the overall position of the company in the lighting Industry.

We became the first lighting company in India to introduce energy-efficient lighting solutions. Today, Surya ranked as one of the most respected and trusted brand in India for its Lighting products. Surya, offers wide range of LED products ranging from 0.5w to 25w Lamps, Down-lighters, LED Panels, LED Street lights & LED Hi-bays for Indoor, Commercial and Industrial Lighting sectors which are produced in-house after extensive R&D at its Noida based laboratory to suit Indian conditions. Many new products such as High Beam Angle LED Lamps, Color Change LED Lamps, New Range Down lighters, LED Torch with Dry Cell Battery Rechargeable etc. will also be introduced in near future to cater to the growing demand of the customers. This gives Surya an edge over its competitors.

The LED products 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.

Company Lighting & Consumer Durables Segment is not limited to Lighting Products only but also includes Fans, Home appliance and Consumer Durables in its segment. The acceptance of the brand Surya fans, Home Appliances and Consumer Durables was overwhelming amongst distributors, retailers as well as customers. During the year under review, Company achieved a sales of Rs. 175 crores through Fans and a sales of Rs. 50 crores from Home Appliances Business. Turning energy into happiness Surya, added value added and premium range of fans such as Plated fans, Kids fans, Under-lite fans, Ventura, Metallicaall in premium Plated finish and even fans with LED in more than 15 designs during the year. Further, Surya ventured into Room Coolers on an experiment basis and sold decent quantity, totally against advance payment.

With government initiatives like building smart cities across India and structural shift in the lighting industry towards LEDs the company is poised to grow by leaps and bounds in years to come.

FUTURE PROSPECTS

STEEL PIPES & STRIPS SEGMENT

Steel Pipe & Strips Segment scenario has been improving since last one year Globally and India is no exception to it. On account of formidable policies on steel and major thrust on âMake in Indiaâ concept by the Honâble Prime Minister drastic steps have been taken by the Government to improve overall steel production, consumption and exports. Resultantly production as well as exports of Steel and its subsidiary products especially Steel pipes have been started increasing during the year 2016-17.

About 7 lac tons of API line pipe orders are in the pipeline for the next two yearsâ time. Like this about 5 lac tons of large dia pipes required for connecting rivers for water transportation in the State of Gujarat alone which is also to be supplied during next one year time. River water transportation system has enormous scope all over India.

India has become the global pipe manufacturing hub primarily due to the benefits of its lower cost, high 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.

Since the global economy returned to sustained growth, the domestic pipe industry is expected to accelerate into high growth trajectory.

Surya is the largest GI pipe manufacturer and exporter in India. Surya continuously assess the requirement of its customers and develop the products as per the requirement. Surya developed and supplied GI pipe up to 20â dia pipe last year and doing modification to do 24â dia pipe GI this year. Surya has good presence in Fire Fighting, Agriculture, Section pipe for infrastructure, household plumbing uses and Oil & Gas sector.

Company is the approved manufacturer of API pipes by American Petroleum Institute and produces API pipes for India as well as export market.

We are proud to mention that as per the plan Surya has established its new Pipe production facility of 7500 MT/ month at Hindupur, Dist. Anantapur, Andhra Pradesh and started its commercial production w.e.f. 1st March 2017 Looking to the brand image of âPrakash Suryaâ, the demand & supply scenario in South Indian Market we are adding up the capacity by another 5000 MT per month in the second phase and we are expecting to make the production capacity thereafter total to the tune of 12500 MT per month by Nov. 2017.

Further, in order to meet the growing demand of Large Diameter Pipes (SAWH), the group has set-up Surya Global Steel Tubes Limited (SGSTL - an associate company) situated in west coast of India at Anjar, near Bhuj, Gujarat near International sea port. It is engaged in manufacturing of Spiral Welded Pipes and ERW pipes and due to its world-class machines and strategic location in close proximity to Kandla and Mundra Port, it is exporting almost 70% of its production. It majorly caters to the export business of the Group, and exporting to over 25 countries across the Globe.

Board of the Company have decided to merge its associates (SGSTL) with your company and the merger process is underway, which will further improve profitability & product range of your company thereafter Surya Roshni Ltd. will be a larger entity with access of complete export market of SGSTL.

LIGHTING & CONSUMER DURABLES SEGMENT

Indian Lighting Industry mainly consist of Conventional and LED products. The total size of industry is expected to grow to Rs. 28,500 Crores by 2020. The growth in the lighting industry will be fueled by LED products, this is due to numerous advantages LED technology over conventional lighting technology, and they have swiftly gained prominence in the Indian lighting market. Although Indian LED lighting market is at a nascent stage, it offers innumerable opportunities for growth over the next few decades.

India LED Lighting market is projected to grow at a CAGR of 26.6% during 2017-23. The Government of India launched an initiative in 2016 to replace conventional lights by LED lights by deploying 770 million bulbs and 35 million street lights by 2019. Further, under DeenDayalUpadhyaya Gram JyotiYojana (DDUGJY), 273 lakhs LED bulbs have to be distributed to BPL households. The Government has a target of 100 per cent electrification of villages to be achieved by 2019 & houses for all by 2022. Government drives to build Smart Cities will provide further opportunities for growth. Additionally, prices of LED lights are also expected to decline in the coming years, which would drive the growth of the market over the next six years.

We, at Surya Roshni, manufacture all the LED products inhouse. The LEDs manufactured at its fully integrated plants in Kashipur (Uttarakhand) and Gwalior (Madhya Pradesh), supported by Surya Technology & Innovation Centre (STIC) at Noida - an advanced state-of-the-art lighting laboratory and research centre with specific focus on LED ensure products are energy-efficient with extremely lower maintenance cost, high brightness, soothing light effect, high-power factor, and wide operating voltage range, operation in extreme temperatures -which ensure energy savings and comes with the facilitation of a remarkable lifespan. The group, manufactures quality LED products with a world class manufacturing infrastructure.

The LED lamps assembly process is equipped with automatic head assembly machines at Gwalior Plant. These machines are developed in-house by competent team members with an innovative approach. It is the most production friendly and deliver the best quality of products. Surya Roshni established PCB Assembly Unit at Gwalior & Kashipur plants with state-of-the-art automatic component insertion machines for both types of Axial and SMD components. Company have a world class setup having Surface Mount Technology (SMT)/AI machines of FUJI/JUKI/Yamaha for assembly of driver/MCPCBs for LED lamps/T-8 LED Tube Lights and Street Lights. All the SMT machines are fine pitch machines being used to insert chip components of all packages using SMT. These machines are used for mounting chip components for CFL and LED driver/ MCPCBs. We are adhering to the best quality practices to deliver a zero defect product so as to meet our customerâs expectation.

We, Surya Roshni is a leading player in Indian Lighting Industry. At Surya, the excellence of its wide-ranging solutions is founded on strategic mechanism of backward integration, unmatched corporate governance and excellent management skills. Presently Company is selling 180 Million GLS Lamps, 60 Million FTL Lamps, 20 Million CFL Lamps and 29 Million LED Lamps. Although total demand of conventional Lamps goes down still Company Plans to increase Suryaâs share through low cost product with high quality and target to sell 60 Million LED Lamps in 2017-18 and overall sales target of total LED products to Rs. 900 Crores i.e. approx. 50% of total lighting turnover.

LUMINAIRE BUSINESS GROUP (âLBGâ)

Indian governmentâs determination for implementing energy efficient lighting systems have empowered our growth for the second consecutive year with BU performance touching ever highest Rs. 239 Crs with a growth of 32%.

A total of Rs. 47 crore turnover was realized through EESLâs (Energy Efficiency Services Limited) LED Street Lighting upgradation program. Today, 25 cites & towns from Rajasthan & 10 cities & towns from Gujarat are currently illuminated by using SURYA LED Street Lights. Company entered in the new financial year with a healthy order book of Rs. 100 crore from EESL projects. Our projects business have also made in-roads in prestigious projects like Metros, Airports & Border Lighting & industrial client like Jindal, ESSAR, etc.

LED Business continues to contribute 70% of total turnover of the Lighting & Consumer Durables Segment and with new range of Decorative Indoor, Industrial and Architectural Landscape luminaire range, promises to add a vertical growth from specifiers and architect segment.

With continuous focus and energized teams alongwith our established dealer & service network, we are well poised to achieve new heights with healthy growth in Top line and Bottom line.

RESEARCH AND DEVELOPMENT CENTRE

Surya Technology & Research Centre (STIC) at Noida has greatly contributed over the last few years to enable the company emerge as the leader of the Lighting Industry in India. It is a state of the art lighting laboratory & research centre and a jewel in the crown of Surya.

STIC houses the most advanced photometric laboratory in India with a High speed automatic Mirror Gonio-Photometer from LMT, Germany - the best equipment available for measurement of light sources, luminaires& optical design of lighting systems. Recently it has added an Optical Sphere which enhances its capability to measure colorimetric values of light sources also.

Since all LED systems comprise of electronics design in its core, with thermal, optical and mechanical design, STIC has adequately invested in expert human resource and equipments for design and testing. STIC has computer aided design (CAD) facilities with advanced software for thermal and mechanical simulations. Luminaires testing facilities underextreme Thermal, Mechanical and Environmental conditions and all kinds of Electrical & Safety parameters are available at STIC. Recently advanced equipments like High-end Thermal Imager, 3 Phase 10 kV Surge tester and a very versatile Portable Oscilloscope were added to the already existing list of test equipmentâs.

For the last few years, STIC Noida has focused on research of LED Luminaries and has created a wide portfolio of products, for indoor, outdoor and industrial applications.

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 systems. Further, Photometric Testing and Laboratory is NABL accredited. Last but not least, STIC is a Green Building with LEED Platinum certification and process of accreditation is in process.

With the above, 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 into a âGreen Indiaâ.

FAN DIVISION

Surrya Fans is one of the fastest growing brand in Indian fans Industry. In 2016-17 Surya has become the member of Indian Fans Manufacturers Association (IFMA), Surya Fans Division has achieved 46% Growth as against the Industry growth of 10%.The Indian market for fan is 5-6 crore units. Surya in a short span of more than three years have gone on to capture around 3% share in the fans market. We are aggressively geared to further grow our share to almost three times from the present level to capture 6% of the fan market with our state-of-art offerings by 2020.

Company have expanded its fan business in across the customers in Domestic sale, Government Projects, EESL, CSD / CPC Canteens, DGS&D and explore export markets of Middle east and Gulf countries.

Surya fan has taken the ever biggest order of fans industry from EESL for the supply of 2.75 Lacs Quantity of BEE 5 star rated fans and Super Energy efficient BLDC fan 2.0 lacs Quantity.

Surya newly launched super-efficient BLDC fan consume only 32 Watt power with 60% power saving over conventional ceiling fan. This 32 Watt Power consumption also varies from 4 Watt to 32 Watts at different stage of speed regulation step 1 to 5.

New Premium ceiling fan range Rio with multicolor LED lights with remote, Kids Fans for Boys and Girls, Electroplated antique finish of Ventura, Metallica ceiling fan to suits interior of home and Super premium Aerolite ceiling fan with wood finish and under light options are well accepted by domestic customers.

Surya fans division has set a Goal of 30% Growth in 2017-18.

HOME APPLIANCES AND CONSUMER DURABLES

Suryaâs entry in to the Small Domestic Appliances industry in last 2 years have been an important inflexion point in the brandâs journey to further strengthen the consumer relationship as it offers wide spectrum of innovative, premium quality, Kitchen and Domestic Appliances.

In the FY 2016-17, many new products had been launched with special focus on Water Heaters product group including Qubo & Arctic new series of energy efficient and glass line tank water heaters, which are well appreciated and accepted by the consumers as sizeable no. of Water Heaters were sold during the year under review.Room coolers range was expanded during the year which introduced last year. With focus on design and higher cooling efficiency and with multiple tank capacities, market responded to the Room coolers enthusiastically as this product segment sold decent quantity, totally against advance payment.

Suryaâs envisages to further leverage and strengthen the distribution in E commerce, as initiated last year and also electrical channel by offering new products in the Mixer Grinders, Dry & Steam Irons, Electric Kettles, Toasters, Induction Cook tops and shall strive to remain one of the most competitive brands in its segment by offering superior value through innovative products in design, workmanship, efficiency and durability. Seeing the overwhelming response towards this segment, Company achieved a turnover of Rs. 35 crores in FY 2016-17 and aims to generate sales of over Rs. 75 crores in the FY 2017-18 .The customer care team is also well established, with a pan India network of service franchises in order to provide impeccable service experience, should the product requires after sales service.

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 Companyâs performance and financial position for the year under review, recommended a higher dividend pay-out of Rs. 1.50 per equity share (as against 10% last year) on the equity share capital of the company for the year 2016-17 subject to approval from the shareholders at the ensuing AGM.

The dividend on equity shares, will be payable to those shareholders whose names appear on the Companyâs register of members on the date as decided by the Board.

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 five times, on 27th May, 2016; 8th June, 2016; 7th September, 2016; 6th December, 2016 and 14th February, 2017.

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL:

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.

Re-appointment of Whole- time Director

As per the provisions of Section 178, 196,197,198,200, 203 and Schedule V of the Companies Act, 2013, based on the recommendations of Nomination and Remuneration Committee and subject to the approval of shareholders in the ensuing Annual General Meeting, Board of Directors of the Company in its meeting held on 6th December, 2016 has approved the approved the reappointment of Sh. Jai Prakash Agarwal

- Executive Chairman and Whole-time Director having (DIN - 00041119) for a consecutive period of five years from 1st January, 2017 to 31st December, 2021at the terms as set out in the agreement executed between the company and Sh. Jai Prakash Agarwal.

Change in Directorship

During the year, under review Smt. SalilaTewari, director has resigned from the board of the Company w.e.f 27th March, 2017 . Your Directors placed on record the high sense of appreciation for the wise counsel and valuable services rendered by her during her tenure on the Board.

Appointment of Director

The Board through Circular Resolution has appointed Smt. Urmil Agarwal having DIN - 00053809 as an Additional Director (Woman) of the Company w.e.f. 19th December, 2016 as per the provisions of Section 161 of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointment of Key Managerial Personnel (KMPs)

As per the provisions of section 203 of the Companies Act, 2013, following officials as named below are 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. R N Maloo	ED & Group Chief Financial Officer
Sh. TarunBaldua	C.E.O - Steel Operations
Sh. Ramanjit Singh	C.E.O - Lighting Operations
Sh. B B Singal	Sr. V.P & Company Secretary

During the year, under review, there was no change in Key Managerial Personnel of the Company.

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) of the Companies Act, 2013..

FAMILARISE PROGRAMME FOR INDEPENDENT DIRECTORS

In view of the provisions of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, a familiarise programme for Independent Directors was organised during the year to make them update on GST impact and implementation Plan. A detailed familiarisation programme was presented by Taxation team of the Company 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/familiarization-programme-for-independent-directors/

8. COMPOSITION OF AUDIT & OTHER COMMITTEES

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

Names of the Members	Director Identification No.	Category
Sh. K. K. Narula	00098124	Chairman ; Independent - Director
Sh.TaraSankar Bhattacharya	00157305	Member ; Independent - Director
Sh. Utpal K Mukhopadhyay	02766045	Member ; Independent - Director
Sh. MukeshTripathi	01951272	Member ; Non Independent - Director

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 Regulation 18 read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015and also meet the provisions of Section 177 of the Companies Act, 2013.

The Audit Committee is responsible for overseeing of the companyâs 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 / reappointment of statutory auditors and fixation of audit fees along with reviewing and monitoring the auditorâs independence and performance, 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 Directorâs 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.

In addition, the Committee has discharged such other role/ function as envisaged under Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (referred to as â Listing Regulationsâ with the Stock Exchange) and the provisions of Section 177(4) 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	DIN	Position	Category
Shri K K Narula	00098124	Chairman	Non-Executive, Independent
Shri Ravinder Kumar Narang	02318041	Member	Non-Executive, Independent
Shri MukeshTripathi	01951272	Member	Non-Executive, 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 (KMPâs) and one level below the KMPs.

Remuneration Policy

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 Compamy;

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. fulfil the Companyâs objectives and goals, including in relation to good corporate governance , transparency and sustained long term value creation for its stakeholders.

EVALUATION CRITERIA

As per the provisions of section 178(2) of the Companies Act, 2013 and Clause VII & VIII of Schedule IV of the Act read with SEBI (Listing Obligations and Disclosure Requirements) 2015, Nomination and Remuneration committee carried out annual performance evaluation of Directorâs according to their roles and duties on the Board of the Company and in particular considered the following aspects -

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. appropriateexperience and/or professional qualifications.

Stakeholderâs 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
Shri K K Narula	00098124	Chairman	Non-Executive, Independent
Shri Ravinder Kumar Narang	02318041	Member	Non-Executive, Independent
Shri Raju Bista	01299297	Member	Executive, Non-Independent

9. WHISTLE BLOWER POLICY (VIGIL MECHANISM):

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 companyâs 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/wp-content/uploads/2016/04/whistle-blower-policy. pdf

10. DIRECTORâS 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;

iv. that the Directors had prepared the annual accounts on a âgoing concernâ 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, 2017.

During the year under review, Board has approved the scheme of amalgamation of Surya Global Steel Tubes Limited with the Company for which Company has received the âNo Objectionâ from the Stock Exchanges and has filed the petition of merger of Surya Global Steel Tubes Limited (SGSTL) with itself with the National Company Law Tribunal (NCLT) Chandigarh Bench for their directions / orders.

Board of both the companies has approved the Scheme of Arrangement along with valuation report and fairness report of independent valuer (s) which laid out in particular the share exchange ratio i.e. 782 (Seven Hundred Eighty Two) Equity shares of face value of Rs.10/- (Rupees Ten) each to be issued in Transferee Company for every 10,000 (Ten Thousand) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in âTransferor Companyâ pursuant to this Scheme of Amalgamation between the company and Surya Global Steel Tubes Limited.

Major benefits for the Company as perceived from the amalgamation may be as under:

- Creation of a larger and stronger steel pipes business with economies of scale;

- Providing geographical reach in all major part of the country;

- Availability of plant at Bhuj in Gujarat having proximity to two major ports which makes both import of raw material as well as export of finished products cost effective, making the Company highly competitive;

- Benefit of availability of modern facility with newer technologies such as variety of coatings, as per the demands of international customers

- Optimal utilization of resources of the two companies and taking the advantage of operational synergies.

Surya Global Steel Tubes Limited owing to its geographical advantage and manufacturing facilities near Indiaâs two major ports is better equipped to maintain the market share in domestic markets and serving critical requirements of High End markets like USA,Europe, Australia resulted into higher volume of sales and better profitability as compared to last year.

Statement containing salient features of the financial statement of associate company in Form AOC - 1 form part of the Annual Report.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) oftheCompaniesAct,2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 asper Annexure - 1 forms part of this Board Report.

13 AUDITORS AND AUDIT REPORT:

EXISTING 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 as per the third proviso of sub section 2 of section 139 of the Companies Act, 2013

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

APPOINTMENT OF OTHER AUDITORS 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 2016-17.

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 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith and 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:

As per the provisions of Section 74(1)(b) of the Companies Act, 2013, 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. At the close of the year 43 depositors aggregating to Rs. 17.22 lakh to whom cheques were issued but not cleared. Since then cheques aggregating to Rs. 0.49 lakh have been claimed.

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 provided or made any investments during the year under review.However company continue to provide security amounted to Rs. 50 crore to its Associate company namely Surya Global Steel Tubes Limited during the year under review.

19 RISK MANAGEMENT POLICY:

- 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 Companyâs 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:

A. Financial Risks: These risks are related to flux and movement of money and capital in the Company. This will include cash flow, working capital and cost of funds.

B. Technology Risks: Businesses of Surya Roshni is subject to frequent and revolutionary technological changes as new products are being developed in this segment. This also leads to risk of obsolescence of machinery as well as inventory.

C. Business Competition: Both Steel Pipes & Strips and Lighting & Consumer Durable Segments of Surya face stiff competition from established companies as well as new entrants in the market in terms of pricing and penetration in markets.

D. Operational Risks: These risks are related to business operations, identification of vendors, service delivery of vendors, realisation from debtors and business activity disruptions.

E. Risk of Forex Fluctuation: Imports and Exports of material constitute integral part of Suryaâs operations. Frequent and steep fluctuations may impact the profitability of the Company.

F. Human Resources Risk: These risks relate to availability of adequate talent for running the business operations. It also includes establishment and understanding of roles and responsibilities of key personnel.

G. Risk of Labour Unrest: Industrial relations should be and remain cordial at works in order to achieve desired production at plants.

H. Regulatory & Compliance Risks: Risks due to inadequate compliance of regulations and contractual obligations are covered here. Changes in Regulatory framework may also adversely affect business plans.

a. Planning & Strategizing

b. Identification of Major Risks

c. Assessment of Risks and Assignment of Responsibilities

d. Development of Mitigation Plans

e. Monitoring & Reporting

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 Companyâs Corporate Social Responsibility objective Board has constituted Corporate Social Responsibility Committee (referred to as âCSR Committeeâ) 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 Member	DIN	Category
1	Shri Jai Prakash Agarwal	00041119	Member
2	Shri Raju Bista	01299297	Member
3	Shri K K Narula	00098124	Chairman
4	Shri MukeshTripathi	01951272	Member

During the last financial year four CSR Committee meetings were held on 27th May, 2016; 7th September, 2016; 6th December, 2016 and 14th February, 2017.

âSurya Roshni Limited CSR Policyâ framed as per the provisions of Section 135 and Schedule VII of the Companies Act, 2013 , describes and contains the Companyâs 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 & liveli hood 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 24 years and is in the Silver Jubilee year, 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 Companyâs 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.1,44,38,000 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.1,44,38,000 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 Boardâs Report.

21 RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements or transactions at armâs length basis with Related parties referred to in Section 188(1) in Form AOC- 2 is provided in ANNEXURE - V to the Boardâs 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 read with Rule 6A of the Companies (Meeting of Board and its Powers) Rules, 2014and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 armâs 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 Companyâs website at the following link http://www.surya.co.in/wp-content/uploads/2016/04/RPT-Policy.pdf

Your Directors draw attention of the members to Note No. 48 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 in compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other applicable regulations referred to as âListing Regulationsâ, Nomination and Remuneration Committee (âthe Committeeâ) has formulated âNomination and Remuneration Policyâ 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 timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Based on the recommendations of the Nomination and Remuneration Committee, Independent directors at their meeting held on 5th December, 2016 review and evaluate the performance of Non-Independent Directors including the Chairman and further review and evaluate the Boards Performance, Board Committees performance and submit its report to the Chairman of the Company for assessment.

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 Boardâs functioning and submit their report accordingly.

Pursuant to the provisions Section 134(3)(p) and Clause VIII of Schedule IV of the Companies Act, 2013 other applicable provisions of the Act and in compliance with the provisions of Regulation 17(10), 19 and 25(4) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 referred to as the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017on Guidance Note on Board evaluation, formal annual evaluation has been made by the Board after reviewing each and every parameter of Performance evaluation of Board as a whole, its Committees and that of every individual director (including Independent Directors) in detail and after taking into consideration the report submitted by NRC and Independent Directors on performance evaluation, collectively submit Comprehensive Annual Evaluation Performance Report in regard to its own performance, its Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholderâs Relationship Committee, Corporate Social Responsibility Committee and other Compliance Committees and that of individual directors including its Chairperson, M.D, Independent Directors and Non-independent directors accordingly.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 employeesâ particulars which is available for inspection by the Membersat 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 2016-17:

BSE Limited	The National Stock Exchange of India Ltd.
Rotunda Building, Dalal Street,	Exchange Plaza, Bandra- Kurla
Fort, Mumbai - 400 001.	Complex, Bandra, Mumbai -400 051.

Stock Code

National Stock Exchange	Bombay Stock Exchange	ISIN
Equity Shares- Symbol / Code	SURYAROSNI	500336 (Dematerialised)
336 (Physical)	INE335A01012

The company has paid the Annual Listing Fees to both the Stock Exchanges for the Financial Year 2016-17 and 2017-18.

25 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Company has taken adequate steps to adhere to all the stipulations laid down in Clause 17 to 27 read with Schedules of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 âListing Agreementâ. A report on Corporate Governance is provided in Annexure - VI and form part of this Report.

Company believes that its Members are among its most important stakeholders. Accordingly your Companyâs 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.

BOARD DIVERSITY

26 GENERAL

i. 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.

ii. As per the provisions of Section 232(2)(c) of the Companies Act, 2013, Board has adopted a report in regard to effect of the Scheme of Arrangement on equity shareholders (promoter shareholders and non--promoter shareholders), employees and KMPs of the company (SRL) and laid out that the Scheme of Arrangement is fair in all aspects.

iii. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 referred to as 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 the report.

27 ACKNOWLEDGEMENTS

for and on behalf of the Board of Directors

J P AGARWAL

CHAIRMAN

Place : New Delhi Director Identification

Dated :30th May, 2017 No. - 00041119

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 Â 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 GonioÂPhotometer 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 Â 124507 (Haryana) approved the reappointment of Sh. Raju Bista as Managing Director (DIN Â 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 Â 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 reÂ¬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 49Â¬ 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 Â 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/whistleÂ¬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 Â 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 Â 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 reÂ¬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 Â 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 Â 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 AnnexureÂ¬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 Â¬ Evaluation of the Performance of the Non Â 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 Â back form received from Directors. FeedÂ¬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 Â 400 001

The National Stock Exchange of India Ltd. Exchange Plaza, Bandra- Kurla Complex, Bandra, Mumbai Â 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 2014Â¬ 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 Â 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 Â 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 CompanyÂs 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 companyÂs 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 Â½" Â 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 Â½" 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 Âhow to use it scientifi cally & aestheticallyÂ 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 CompanyÂs 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 ÂAÂ) 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 ÂBÂ to the DirectorsÂ Report.

8. DIRECTORSÂ 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 Â 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 Â 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 ÂCÂ to the DirectorsÂ 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 AuditorsÂ 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 ÃÂ½" 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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