BOARD'S REPORT TO THE MEMBERS, Your Directors have pleasure in presenting the Forty Second Annual Report of the Company for the year ended 31st March, 2015.In the fiscal year under review, the revenue from operations of your Company is Rs. 2857.10 crore as compared to Rs. 3030.97crores last year. The Profit After Tax stood at Rs. 54.09 crores as compared to Rs. 53.36 crores last year, registering a marginal increase of 1.37%. LIGHTING DIVISION During the year under review, Lighting Division continued to innovate and set new benchmarks. Lighting Division surpassed all the past records and achieved new milestone by recorded ever highest sales of Rs.130 Crores in the month of March, 2015, which are highest one in any single month by Lighting Division of the Company in the history of Surya Roshni. As on date, we are the second largest lighting Company of the country commanding a market share in excess of 25%. The performance of the division during the year shows good growth. Revenue from operation of the division increased to Rs.1149.54 crores as compared to Rs.1077.19 crores last year, an increase of 6.72 % over the previous year. The higher sales have partly been accounted by new products and geographical expansion. We became the first lighting company in India to introduce energy-efficient lighting solutions. The recently launched LED add a great amount of colour & class as well as complimenting the existing range of our products which include CFL, Tube Light, GLS, Luminaries and Accessories, High Mast Lighting Systems, Lighting Poles etc LED Bulb has long life (up to 50,000 hours), wide range of operating voltage (110v - 300v), free of mercury and substantial energy savings. LED Luminaire series consist of a wider basket of luminaries catering to different applications for indoor or outdoor illumination. STEEL DIVISION Steel Industry has continued to be passing through a hard time ro ugh since last 3 years and the demand/supply gap has been widened in-spite of the fact that steel prices fallen globally by 20% in the year. Unfortunately domestic steel prices particularly in North India has been reduced by only 15% as compared to the global melt down of over 20%. Therefore the companies face a tough competition in the market and margins are squeezed substantially. The revenue from operations of the divisions stood at Rs. 1707.56 crores as compared to Rs. 1953.79 crores in the last financial year. The Company has initiated steps to increase presence in infrastructure segment and increased structural pipe sales by almost 63% as compared to the past year. The Company expects growth in the structural pipe segment with annual CAGR of more than 50% in coming 4/5 years. Due to the rise of demand in infrastructure sector and based on the policies of new stable government at the centre the demand for steel pipes was supposed to enhance substantially last year, but it seems that actual execution is taking some more time and hopefully the pipe and steel market should revive in second half of the current year. Till time we have to fight and keep present business intact in the market though profitability will be affected during first half of the year. FUTURE PROSPECTS LIGHTING DIVISION Electric light, once considered as night time substitute for day light, becomes 24x365 hours companion in all of human activities. Lighting is always a prime necessity in the modern world. With the increase in residential houses, the demand for lighting and consequently the lighting industries are growing at tremendous pace. With growing demand for lighting products, the Lighting industry make valuable contribution in the growth and progress of our economy. Surya Roshni brings brightness to many homes every evening in over 44 countries across the globe as it has an exhaustive range of luminaries and accessories to meet the requirements of every segment of the society. SuryaRoshni's, ongoing commitment and dedication have pushed the boundaries of design and technology and relentlessly innovate and create products that are not only energy efficient but also environment friendly. Surya LED is the luminaire of the future and is transforming the nature of lighting, Company move up to the next level of Energy Savings and rightly recognized as "Surya , the Art of LED Lighting". In view of the Government initiatives towards developing "100 Smart Cities" and inspired by Prime Minister "Make in India" project, Surya start in-house production of indoor and outdoor LED product, LED Bulb, LED candle lamps, LED coloured lamps, down lighter, Street Lights fittings and thus developed LED (a green technology). This energy efficient luminary is available in many mounting options to offer a flexible LED lighting solution which took the LED market by storm. Surya, understands in-depth the needs of its customers which guide it in adapting its technology to suit their new requirements and thus offered a vast range of product line - up including Tube Lights, GLS, CFL Lamps, wide range of LED's, HPSV / Metal Halide Lamps, Street Lighting and High Mast etc and thereby participate in the growing infrastructure sector. India, being home to the largest working population is witnessing a surge in office lighting and home lighting solutions. Through whole hearted efforts and better commitment at all levels and having large distributor strength across pan - India, we at Surya will be provide a more healthy growth and profitability in the years to come. LUMINAIRE BUSINESS GROUP ("LBG") Financial year 2014-15 was a fairly good year for Surya LBG and the growth was in line with the industry growth. Surya LBG has made significant progress in acquiring new customers which has helped in the overall performance. LED business is the order of the day and Surya LBG has added a host of LED products in it's product portfolio. Surya, present LED share is around 35% of the total lighting turnover in the luminaire segment. LBG is well equipped to meet the challenges of LED technology and the ever increasing customer expectations. The complete range of products including LED products helps us in providing the much desired total lighting solution. The most advanced Surya R&D center ensures that highly efficient and top quality products are delivered. Our country wide dealer network is our strength and this helps us to be present in every nook and corner of India and provide after sales supports to the clients. Current Financial Year 2015 -16 is a promising year for LBG with major focus on LED business, EPC business and major government and industrial segment. LBG is well poised to register a healthy growth both in top line as well as bottom line. RESEARCH AND DEVELOPMENT CENTRE Being a leader of lighting industry in India, Surya has conclusively embarked upon to bring the revolution in the world of lighting by setting up a state of the art lighting laboratory & research centre, Surya Technology & Research Centre (STIC), at Noida. It is a jewel in the crown of Surya. STIC is equipped with the most advanced photometric laboratory which houses High speed automatic Mirror Gonio-Photometer from LMT, Germany --- the best equipment available for measurement of light & optical design of lighting systems. For the last few years, STIC Noida has focused on research of LED luminaries and has created a wide product portfolio for both indoor & outdoor applications. Since any LED System is solid state lighting (SSL) which necessarily incorporate major contribution from lighting electronics design in conjunction with thermal, optical and mechanical design, STIC has adequately invested in expert human resource and design / testing equipment's. STIC has computer aided design (CAD) facilities with advanced software for thermal and mechanical simulations. Testing facilities of Thermal, Mechanical, Environmental and all kinds of Electrical & Safety parameters of luminaries are available at STIC. STIC has been recognized as an R & D Centre by DSIR (Department of Scientific & Industrial Research, Ministry of Science & Technology) and also it has been listed as one of the best testing laboratories in India by BEE (Bureau of Energy Efficiency), for the measurement complying BIS Standard / International Standard of LED Lighting system. Further Photometric Laboratory and Testing has received NABL accreditation. Last but not least, STIC is a Green Building with LEED Platinum certification and process of accreditation is going on. With all this, Surya is proliferating with the Research, Design & Development of the most energy efficient, safe, reliable& environment-friendly lighting products and providing guidance and direction towards evolving a "Green India". FAN DIVISION Surya Roshni launched Fans in Indian market in January 2014 under its brand name Surya and achieved great acceptance with more than 20,000 distributors of their lighting products. 2014-2015 was the first complete year for fans sales and Company achieved great success and sold 8,00,000 fans in the year. The acceptance of the brand Surya fans was good amongst distributors, retailers as well as customers. Company started with standard and economy segment in Ceiling fans and complete range of table, wall, pedestal and exhaust fans, but encouraged by the success and demand in the market, added Value added fans , like decorative ceiling fans, high speed wall and pedestal fans, tower and cabin fans, which will give edge to the brand image and place the Surya brand amongst the best in the fan industry. Surya has taken a target of selling 15,00,000 fans in the year 2015-2016 and plan to add many more value added niche products in the range. During the year, Surya also added Home Appliances business by introducing heating products like water heaters, heat convectors immersion rods in the month of October and subsequently adding irons and mixers. These products also have been accepted with great enthusiasm by the trade and company plans to do Rs. 40 crore business in this segment also in the current financial year. STEEL DIVISION India has become the Global Pipe manufacturing hub primarily due to the benefits of its low costs, higher quality and geographical advantages. The global accreditations and certifications that the Indian companies possess have made them proffered suppliers for many leading Oil & Gas companies in the world and particularly those in Middle East, North America and Europe. The expanding infrastructure, Oil & Gas construction sectors have been the main growth divers for steel industry that includes steel pipes. Apart from the global opportunity, the pipe industry has emerged with the scenario of huge demand due to startup 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 W- 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, 9I recommended payment of dividend of Re. 1.00 per equity share of Rs. 10/- each on the Rs. 43,83,12,500 Equity Share Capital of the Company, for the year ended 31st March,2015 subject to the approval of the members at the ensuing Annual General Meeting. Together, with Corporate tax on dividend, the total outflow on account of equity dividend will be Rs. 5.30 crores The dividend on equity shares, if approved at the Annual General Meeting, will be payable to those shareholders whose names appear on the Company's register of members on 28th August, 2015. In respect of shares held in dematerialised form, the dividend shall be payable on the basis of beneficial ownership as at the end of 24th August, 2015, as per the details furnished by National Securities Depository Ltd./ Central Depository Services (India) Ltd. for the purpose, as on that date. 5 BOARD MEETINGS: Under the Law, the Board of Directors must meet at least once in a calendar quarter and four times a year, with a maximum time gap of 120 days between any two meetings to consider amongst other business, the quarterly performance of the company and financial results. During the last financial year, our Board met four times, on 30th May, 2014; 11th August, 2014; 14th November, 2014 and 13th February, 2015. 6 DIRECTORS AND KEY MANANGERIAL PERSONNEL : As per Article 101 of the Articles of Association of the Company, Shri Utkarsh Dwivedi, retire by rotation and, being eligible, offer himself for reappointment. Re-appointment of Managing Director As per the provisions of Section 196,197,198,200, 203 and Schedule V of the Companies Act, 2013,during the year under review, shareholders in its 41st Annual General Meeting of the Company held on 5th September, 2014 at Prakash Nagar Sankhol, Bahadurgarh - 124507 (Haryana) approved the reappointment of Sh. Raju Bista as Managing Director(DIN - 01299297) for a consecutive period of five years from 18th June, 2014 to 17th June, 2019. at the terms as set out in the agreement executed between the company and Sh. Raju Bista. Appointment of Independent Directors During the year under review, shareholders in its 41st Annual General Meeting of the Company held on 5th September, 2014 at Prakash Nagar Sankhol, Bahadurgarh - 124507 (Haryana) approved the appointment / reappointment of following directors as mentioned below as an Independent director of the Company for a consecutive period of five years. The details are as follows : 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 reappointment 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. 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 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 The Nomination and Remuneration Committee is responsible for- • Appointment of the directors and key managerial personnel of the Company and • Fixation of the remuneration of the directors, key managerial personnel (KMP's) and one level below the KMPs. In addition, the Committee discharged such other role/function as envisaged under clause 49-IV of the Listing Agreement of the Stock Exchanges and as per the provisions of Section 178 of the Companies Act, 2013. Remuneration Policy Remuneration Policy as framed by the Committee and approved by the Board keeping in view the provisions of Section 178 of the Companies Act, 2013 and Clause 49-IV of the Listing Agreement becomes effective from 1st October, 2014. The policy inter alia provides for the following : a. attract, recruit and retain good and exceptional talent ; b. list down the criteria for determining the qualifications, positive attributes and independence of the directors of the Company; c. ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven , motivates them, recognizes their merits and achievements and promotes excellence in their performance; d. ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective , excellence in their performance; e. fulfill the Company's objectives and goals, including in relation to good corporate governance , transparency and sustained long term value creation for its stakeholders. EVALUATION CRITERIA i. The Nomination and Remuneration Committee shall carry out evaluation of performance of every Director, KMP, Senior Management Personnel, and Functional Heads. ii. The Committee shall consider the following factors when reviewing a potential candidate for Board/ KMP/ Senior Management/ Functional Head: a. The skills, relevant experience, expertise and personal qualities that will best complement the position; b. Potential conflicts of interest, and independence; c. Detailed background information and performance track record; d. the ability to exercise sound business judgment; e. availability to attend Board and Committee meetings; and f. appropriate experience and/or professional qualifications. Stakeholder's Relationship Committee Composition / name of members and chairperson The Committee headed by Shri K K Narula (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 behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a Whistle Blower Policy (Vigil mechanism) wherein the directors and employees are free to report violations of laws, rules, regulations or unethical conduct, actual or suspected fraud or violation of the company's code of conduct or ethics policy to the nodal officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Company will oversee the mechanism through the Audit Committee and no personnel have been denied access to the Audit Committee.The Whistle Blower policy of the Company may be assessed on the website of the company at the following link : <http://www.surya.co.in/2015/downloads/whistle->blower-policy.pdf 10. DIRECTORS 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; 11. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the Directors had prepared the annual accounts on a "going concern" basis. v. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 11 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE ASSOCIATE COMPANY Company has a non-listed Indian Associate Company named as Surya Global Steel Tubes Limited and an amount of Rs. 50,00,00,000 is invested in the said company as on 31st March, 2015. Statement containing salient features of the financial statement of associate company in Form AOC - 1 form part of the Annual Report. Pursuant to the third proviso to Rule 6 of the Companies (Accounts) Rules, 2014, there is no need for Consolidation of associate accounts. Further during the year under review, no company have become / ceased to be our subsidiary / Associate Company. 12 EXTRACT OF ANNUAL RETURN: As per the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as per Annexure - I forms part of this Board Report. 13 AUDITORS AND AUDIT REPORT: STATUTORY AUDITORS The Statutory Auditors, M/s Sastry K. Anandam & Company, Chartered Accountants (Firm Registration no- 000179N) hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment for a period of one year i.e. from the conclusion of the ensuing Annual General Meeting to the conclusion of the next Annual General Meeting. The Certificate from the auditors have been received to the effect that their re-appointment,if made, would be in accordance with the conditions as specified under section 139(1) of the Companies Act, 2013 and they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remarks. COST AUDITOR The Board has appointed M/s R J Goel & Company (a Cost auditor firm) as Cost Auditors for conducting the audit of the cost records of the Company for the financial year 2014-15. SECRETARIAL AUDITOR: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Messrs S G S Associates , a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith & marked as Annexure-II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 14 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: Information on Conservation of Energy , technology absorption, foreign exchange earnings and outgo, is required to be given pursuant to the provisions of section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto and marked as Annexure - III and form part of this report. 15 DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING: (a) Accepted during the year: NIL (b) Remained unpaid or unclaimed as at the NIL end of the year: ( c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved I. at the beginning of the year: NIL ii. maximum during the year: NIL iii. at the end of the year: NIL (d) Details of deposits which are not in NIL compliance with the requirements of Chapter V of the Act: 16 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: There are no significant material orders passed by the regulators / Courts / Tribunals which impact the going concern status of the Company and its future operations during the year. 17 INTERNAL FINANCIAL CONTROLS SURYA, Internal financial controls are adequate and operate effectively and ensures orderly and efficient conduct of its business including adherence to its policies, safeguard its assets, prevent and detect frauds and errors, maintain accuracy and completeness of its accounting records and further enable it in timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. The company has in place a strong and independent Internal Audit Department responsible for assessing and improving the effectiveness of internal financial control and governance. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. 18 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: As per the provisions of section 186(4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 Company has not granted any loan, Guarantee or made any investments during the year under review. However, as per the provisions of Section 186 of the Companies Act, 2013 / Clause 49 of the Listing Agreement, members of the Company through Special Resolution passed in its 41st Annual General Meeting of the Company held on 5th September, 2014 at Prakash Nagar Sankhol, Bahadurgarh - 124507 (Haryana) have accorded their assent that Company continue to provide financial support by way of providing guarantee(s) or security(ies) to Banks to the extent of Rs. 135 Crore in regard to financial support provided by banks to Surya Global Steel Tubes Limited (an Associate Company) till the repayment of said loans by Surya Global steel Tubes Limited. 19 RISK MANAGEMENT POLICY : In line with the provisions of Section 134(3)(n) of the Companies Act, 2013 and clause 49 of the Listing Agreement, Company have developed a Risk Management Policy for ensuring sustainable business expansion with stability and to promote an upbeat approach towards risk mitigation and minimization. The main objectives of the Risk Management Policy are: • To ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed; • To protect brand value through strategic control and operational policies; • To establish a framework for the Company's risk management process and to ensure company- wide implementation; • To ensure systematic and uniform assessment of risks related with different functions of the Company; • To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices. Board assess several types of risks which the company is exposed to from time to time which include the following: 1. Strategic Risks 2. Industry and Competition Risks 3. Risk of Cost Material Prices 4. Risk of Technical Obsolescence 5. Financial Risk 6. Compliance Risk The Board of the Company periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. No risks threatening the existence of the organization have been identified. However there are other risks against which adequate mitigation plans are prepared. 20 CORPORATE SOCIAL RESPONSIBILITY POLICY : To attain Company's Corporate Social Responsibility objective Board has constituted Corporate Social Responsibility Committee (referred to as "CSR Committee") as per the provisions of the provisions of Section 135 of the Companies Act, 2013. 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; Promotinghealth care; making available safe drinking water & Sanitation; Promoting education; enhancing vocational skills & livelihood enhancement projects; Women empowerment; Promoting of home and hostels for women and orphans; Reducing inequality faced by socially and economically backward groups; Animal welfare /animal care; Promoting Art & Culture; Contribution to Prime Minister Relief Fund; Rural development projects; and addressing environmental issues. Company discharged its responsibilities through Surya Foundation a social NGO established in 1992 with established track record of more than 20 years, to undertake CSR related activities and further is an eligible implementing agency in accordance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR projects or programs or activities undertaken by the Company as per the Company's CSR Policy in India only which includes Adarsh Gram Yojana, Naturopathy, Health Camps. The Company prefer to take up projects for spending the amount earmarked for CSR at local areas and regions where the Company operates. During the year under review, Company spends Rs. 1.30 crores on corporate social activities being two percent of the average net profits of the company made during the three immediately preceding financial years. All expenses and contributions for CSR activities are made after approval from the Chairman of the CSR Committee, which are placed before the CSR committee. The Chairman ensures that the expenses/contribution made are in compliance with the CSR Policy. Company had spent during the year an amount of Rs. 1.30 Crore on corporate social activities being not less than two percent of the average net profits of the company made during the three immediately preceding financial years as required under the provisions of Section 135(5) of the Companies Act, 2013. No amount was left unspent during the year under review on corporate social responsibility activities. Annual Report on CSR activities is annexed as Annexure-IV to the Board's Report. 21 RELATED PARTY TRANSACTIONS : Particulars of contracts or arrangements or transactions at arm's length basis with related parties referred to in Section 188(1) in Form AOC- 2 is provided in Annexure- V to the Board's Report. As per the requirements of section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and clause 49 of the listing Agreement, Board has framed Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transaction, to ensure the proper approval and reporting of transactions between the Company and its Related Parties. All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the following link <http://www.surya.co.in/2015/downloads/RPT-Policy.pdf> Your Directors draw attention of the members to Note No. 30 to the financial statement which sets out related party disclosures. 22 ANNUAL EVALUATION OF DIRECTORS AND BOARD AS A WHOLE: Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause VII of Schedule IV of the Act and as per the provisions of Clause 49-IV of the Listing Agreement, Nomination and Remuneration Committee ("the Committee") has formulated "Nomination and Remuneration Policy" for Directors, Key Managerial Personnel (KMPs) and other employees and further the "Performance Evaluation Policy has been devised for performance evaluation of Independent Directors, Board, Committees and other Individual Directors On the basis of the recommendation received from Nomination and Remuneration Committee in regard to performance evaluation of Non- executive Directors including the chairman of the Company and the Board as a whole, Independent directors at its meeting review the - Evaluation of the Performance of the Non -Independent Directors and the Board as a Whole. Evaluation of the performance of the Board Committees including Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee. Evaluation of the Performance of the Chairman of the Company taking into account the views of Executives and Non-Executive Directors. Evaluation of the quality, content and time lines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. A separate exercise was carried out to evaluate the performance of individual Independent Directors by the Nomination and Remuneration Committee and submit its recommendation to the Board. The performance evaluation as carried out by the Nomination and Remuneration committee and Independent Directors at their respective meetings were based on Feed - back form received from Directors. Feedback 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: 25 CORPORATE GOVERNANCE AND SHARE HOLDERS INFORMATION Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is provided in Annexure - VI and form part of this Report. Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report. Company believes that its Members are among its most important stakeholders. Accordingly your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive assets and resource base and nurturing overall corporate reputation. Your Company is also committed in creating values for its other stakeholders by ensuing that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development. 26 GENERAL Your Directors state that during the year under review, there was no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per Clauses 49 of the Listing Agreement with the Stock Exchanges, the compliance certificate from Chairman, Managing Director and Executive Director & Group CFO is given as Annexure-VII to this Report. 27 ACKNOWLEDGEMENTS The Board places on record their appreciation for the continued support from Financial Institutions, Bankers, Central and State Government Bodies , Legal Advisers, Consultants, Dealers, Retailers, other Business Constituents and Investing Public. The Board also wish to place on record once again, their appreciation for the contribution made by the workers, staff and executives at all levels, to the continued growth and prosperity of the Company. The overall industrial relations remained cordial at all the establishments. for and on behalf of the Board of Directors J P AGARWAL CHAIRMAN Delhi Director Identification No - 00041119 Dated : 30th May, 2015 Place : New |