Managing Director lae Report_2015_Surya India.pdf · Mrs. Preeti Agarwal, lae Managing Director Mr....

FORM-A

(Pursuant to Clause 31(a) of Listing Agreement)

a India LimitedName of the Com31.'t March, 2015Annual Financial Statements

for the vear endedTyp. of Audit Observation

uencv of obseruationTo be signed by:

laeMrs. Preeti Agarwal,Managing Director

Mr. Ram Babu GoYal,Chief Financiai Officer

Mr. Ganesh Dass Agarwal,Chairman, Audit Committee

t dated 28tt' MaY , 2015 on the

standalone financial statements of the Company.

For P. R. Kumar & Co.Chartered Accountants(Firm Registration No. 003186N)

I t

Deepak Srivastava(Partner)(MembershiP. No. 501615)

Date: 3\ \o B I z-o\ S

Auditors of the ComPanY

SURYA INDIA LIMITED

Regd. Office: B-1/H-3 Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044. Tel: +91 11 45204115; Fax: +91 11 28898016; Email: [email protected],

CIN- L74899DL1985PLC019991; Website: www.suryaindialtd.com

ANNUAL REPORT 2014-15

SURYA INDIA LIMITED

30TH ANNUAL REPORT 2014-15

mailto:[email protected]

SURYA INDIA LIMITED

Regd. Office: B-1/H-3 Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044. Tel: +91 11 45204115; Fax: +91 11 28898016; Email: [email protected],

CIN- L74899DL1985PLC019991; Website: www.suryaindialtd.com


Board of Directors

Mrs. Preeti Agarwal - Managing Director (Key Managerial Personnel) Mrs. Priyanka Agarwal - Whole-time Director (Key Managerial Personnel) Mr. Ganesh Dass Agarwal - Non-Executive Independent Director (Chairman) Mr. Kishan Behari Jain - Non-Executive Independent Director Mr. Manohar Lal Agarwal - Non-Executive Director

Chief Financial Officer

Mr. Ram Babu Goyal

Company Secretary and Compliance Officer

Mr. Jitesh Grover

Auditors

Statutory Auditors P.R. Kumar & Co. C-2/4, Safdarjung Development Area, Main Aurobindo Marg, New Delhi-110016.

Internal Auditors KAP & Associates C-2/4, Safdarjung Development Area, Main Aurobindo Marg, New Delhi-110016. Secretarial Auditors P. Kathuria & Associates, Practicing Company Secretaries 401, Prabhat Kiran Building 17, Rajendra Place, New Delhi- 110008.

Share Transfer Agent M/s. Skyline Financial Services Pvt. Ltd D-153/A, 1st Floor, Okhla Industrial Area, Phase-1, New Delhi – 110020.

Bankers

Yes Bank, 1St Floor, Community Center, New Friends Colony, New Delhi–110065.

Stock Exchange BSE Limited

mailto:[email protected]

SI"JRYA INDIA LIMITET)

SURYA INDIA LIMITEDRegd. Office: B-l/H-3 Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044.

Tel: +91 1l 45204115118; Fax: +91 I I 28898016; Email : cs@haldira[q.eeuq,CIN- L7 4899DL 1 985 PLC0 I 9991 ; website: www.suryaindialtd.com

NOTICENotice is hereby given that the 30th Annual General Meeting of the members of Surya IndiaLimited will be held on Wednesday, the 30th day of September, at 10:00 A.M. atJ-1^S,HauzKhas Enclave, New Delhi-110016 to transact the following business:

ORDINARY BUSINESS:

1, To discuss, approve and adopt the audited Financial Statements for the financial year2074-75 ancl the Report of the Board of Directors and Independent Auditors' Reportthereon.

2. To appoint a director in place of Mrs. Preeti Agarwal (DIN-00011450) who retires byrotation in terms of Section 152(6) of Companies Act, 2073 and being eligible offersherself for reappointment.

3. To appoint a director in place of Mrs. Priyanka Agarwal (DIN-01,989753) who retireslry rotation in terms of Section152(6) of Companies Act, 2013 and being eligible offersherself for reappoinfrnent.

4. To ratify the appointment of M/s P. R. Kumar & Co., Chartered Accountants, (FirmRegistration No. 003186N) as Statutory Auditors of the Company, in accordance withthe provisions of Section 139 of the Companies Act, 2013 and rules made thereunderand to fix their remuneration thereon.

sPEqrAL_B "U€rNS:To consider and if thought fit, to pass the following Resolution as Ordinary Resolution:-

5. Appointment of Mr. Manohar Lal Agarwal (DIN: 00290780), as Director of theCompany.

'RESOLVED THAT Mr. Manohar Lal Agarwal (DIN: 00290780), who wasappointed as a Non-Executive Additional Director of the Company w.e.f.01'/02/2075 pursuant to the provisions of Section'I.,6-1. of the Companies Act, 2013('the Act") and as per Articles of Association of the Company and who holdsoffice up to this Annual General Meeting, be and is hereby appointed as Non-Executive Director, liable to retire by rotatiory of the Comparry."

By Order of the Board of DirectorsFor Surya India Limited

t

' . . . i i . . .

' , i r * l ' "

Date: 31st August, 20L5Place: New Delhi

G"**\]itesh Grdver

\ (Company Secretary)r . * ] - f

" --' M. No. :F7542l-63, Windsor Park, Indirapuram,Ghazia b ad-2010-1.4, U ttar Pradesh.

ANNUAT, RBPORT 2OI4-15

1 .

SURYA INDIA LIMITEI)

NOTES:

A member entitled to attend and vote at the Arurual General Meeting (the "Meeting")is entitled to appoint a proxy to attend and vote on a poll instead of himself and theproxy need not be a member of the Company. The instrument appointing the proxyshould, however, be deposited at the registered office of the Company not less thanforty-eight hours (a8) before the commencement of the Meeting. A person can act as aproxy on behalf of members not exceeding Fifty and holding in the aggregate notmore than ten percent of the total share capital of the Company carrying votingrights. A member holding morc than ten percent of the total share capital of theCompany carrying voting rights may appoint a single person as proxy and suchperson shall not act as a proxy for any other person or shareholder.

f)uring the period beginning24 hours before the time fixed for the commencementofthe meetirg and ending with the conclusion of the meeting, members would beentitled to inspect the proxies lodged, at any time during the business hours of theCompany.

Corporate members intending to send their authorized representatives to attend theMeeting are requested to send to the Company a certified copy of the BoardResolution auth orizing their representative to attend and vote on their behalf at theMeeting.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rulesmade thereunder, the current auditors of the Company, P.R. Kumar & Co., CharteredAccountants were appointed as auditors from the conclusion of the 29th AnnualGeneral Meeting till the conclusion of the 32nd A.nnual General Meeting. Theratification of appointrnent of P. R. Kumar & Co., and fixation of their remunerationfor the year 2015-1,6 has been put up for approval of the members.

Brief resume of Directors including those proposed to be appointed / re-appointed,nature of their expertise in specific functional areas, names of companies in whichthey hold directorships and memberships /chairmanships of Board Committees,shareholding and relationships befi,r'een directors inter-se as stipulated under C1ause49 of the Listing Agreement with the Stock Exchanges/ are provided in the CorporateGovernance Report forming part of the Annual Report.

A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to theSpecial Business to be transacted at the Meeti^g is annexed hereto.

Members are requested to:a. Bring their copy of the Annual Report and Atrendance Slip with them at the

Annual General Meeting.b. Quote their Regd. Folio Number /DP and Client ID Nos. in all their

correspondences with the Company or its Registrar and Share Transfer Agent.

In case of joint holders attending the Meeting, only such joint holder who is higher inthe order of names will be entitled to vote.

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E ANNUAL REPORT 2014-15


9. The following statutory registers are open for inspection by members and others atthe registered office of the Company as prescribed in the respective sections of theCompanies Act, 2073 as specified below:

a) Register of Contracts with related party and contracts and bodies etc. in whichdirectors are interested under section 189 of the Companies Act, 2013 shall beopen for inspection on all working days during business hours.

b) Register of Directors and K"y Managerial Personnel and their shareholding undersection 170 of the Companies Act, 2013 shall be open for inspection on all workingdays during business hours.

The aforesaid registers shall be kept open for inspection at the Annual GeneralMeeting by any person entitled to attend the meetirg.

10. Annual Report and AGM Notice is available at the website of the Company atyvvqw. sluyai+dialtd.com in the Investor Information scction.

11. The Board of Directors of the Company has not recommended any dividend for thefinancial year 2074-15.

12. The Register of Members and Share Transfer Books of the Company shall remainclosed from 24tn September, 2015 (Thursday) to 30tt September, 2015 (Wednesday)(both days inclusive) for the purpose of Annual General Meeting.

13. Relevant documents referred to in the accompanying Notice and the Statement areopen for inspection by the members at the Registered Office of the Company on allworking days during business hours up to the date of the Annual General Meeting.

14. Members desirous of obtaining any information in respect of Accounts of theCompany are requested to send their queries in writing to the Company at itsRegistered Office so as to reach at least seven days before the date of the meeting.Members are also requested to convert their physical holding to demat to avoidhassles involved with physical shares, such as possibility of loss, mutilation, and toensure safe and speedy transaction in securities. Members are also requested to notifyany change of address, bank details, ECS mandates, e-mail id, if an/, to theirDepository Participants (DPs) in respect to their electronic share accounts and to theRegistrar & Transfer Agent of the Company i.e. Skyline Financial Services PrivateLimited, New Delhi in respect of their physical share folios to avoid proceduraldelays.

15. The Notice of the AGM along with the Annual Report for the financial year 201,4-15 isbeing sent by electronic mode to those Members whose e-mail addresses areregistered with the Company/Depositories, unless any N{ember has requested for aphysical copy of the same. For Members who have not registered their e-mailaddresses, physical copies are being sent by the permitted mode.

16. In accordance with the provision of Section 108 of the Companies Act, 2013 read withCompanies (Management & Administration) Amendment Rules, ?n15, and Clause358 of the Listing Agreement, the shareholders may exercise their option toparticipate through electronic voting system and the Company is providing the

ANNUAL REPORT 2014.15

SURYA INDIA LIMITED

facility for voting by electronic means (remote e-voting) to all its members. TheCompany has engaged the services of National Securities Depository Limited (NSDL)to provide remote e-voting facilities and enabling the members to cast their vote in asecured manner. It may be noted that this remote e-votirg facility is optional. Thisfacility will be available at the link www.evoting.nsdl.com during the followingvoting period:

a. Commencement of remote E-voti.g :- From 09:00 A.M. on September 26,2015b. End of remote E-voting :- Up to C5:00 P.M. on September 29,2015

17. Remote E-voting shall not be allowed beyond 5.00 P.M., on September 29, 2015.During the remote E-,votirg period, the shareholders of the Company, holding shareseither in physical form or dematerializecl form as on the closing of business hours ofthe cutoff date, may cast their vote electronically. The cut-off date of remote e-votingis September 23,2015.

18. The Company has engaged the services of Skyline Financial Services Private Limitedas the Authorized Agency to provide remote e-voting facilities.

L9. The Securities and Exchange Board of India (SEBI) has mandated the submission ofPermanent Account Number (PAN) by every participant in securities market.Members holding shares in electronic form are, therefore, requested to submit theilPAN details to their Depository Participanb with whom thuy are maintaining theirdemat accounts. Members holding shares in physical form can submit their PANdetails to the Company/Registrar and Share Transfer Agents.

20. The Company has appointed Mr. Pradeep Kathuria (FCS 4655), a PracticingCompany Secretary,CP No. 3086, as scrutinizer for conducting and scrutinizing theremote e-voting process in a fair and transparent manner.

2L. The login ID and passn'ord for remote e-voting are being sent to the members,separately along with this notice with cornplete procedure of remote E-Votingprocess, who have not registered their e-mail IDs with the Compan/, along rvithphysical copy of the notice. Those members who have registered their e-mail IDs withthe Company / their respective Depository Participants are being forlvarded thelogin ID and password for remote e-voting by e-mail along with complete procedureof remote E-Voting process.

22. "Yottng by electronic means" or "electronic voting system" means a "secured systembased process of display of electronic ballots, recording of votes of the members and

' the number of votes polled in favour or against, such that the entire voting exerciseby way of electronic means gets registered and counted in an electronic registry in thecentralized server with adequate " cybet security".

23.It also helps the shareholders to cast their vote from anywhere and at any time duringremote E-voting period.

E ANNUAI., REPORT 2014.15

SURYA INDIA LIMITET)

Important Communication to MembersIhe Ministry of Corporate Affairs has taken a "Green Initiative in the CorporateGovernance" by allowitg puperless compliances by the companies and has issued circularsstating that service of notice / documents including Annual Report can be sent by e-mail toits members. To support this green initiative of the Government in full measure, memberswho have not registered their e-mail addresses, so far, are requested to register their e-mailaddresses, in respect of electronic holdings with the Depository through their concernedDepository Participants. Members who hold shares in physical form are requested to registertheir e-mail addresses with the Company.


Date: 3L't August,20L5Place: New Delhi

]itesh Grover'" \(Company Secretbry) i,M. No. : F7542J-63, Windsor Park, Indirapuram,Ghaziabad-201 0'1,4, U ttar Pradesh.

EXPLANATORY STATEMENT PURSUANT TO SECTTON L02(L) OF THE COMPANTESACT.20L3.

The following explanatory statement sets out all material facts relating to the SpecialBusiness mentioned in the accompanying Notice:

ITEM NO.5

Appointment of Mr. Manohar Lal Agarwal (DIN: 00290780), as Director of theCompany.

Mr. Manohar Lal Agarwal, aged 6'1, years, was appointed as Non-Executive AdditionalDirector of the Company w.e.f. 07/02/2015 up to the conclusion of forthcoming AnnualGeneral Meeting. The Board recommends the members of the Company to pass a resolutionto regul arize Mr. Manohar Lal Agarwal as Non-Executive Director of the Company.

In the opinion of the Board, Mr. Manohar Lal Agarwal fulfills the conditions specified in theCompanies Act, 2013 for such appointment and is not disqualified from being appointed as aDirector in terms of Section'1,64 of the Companies Acf 2013 and has also given his consenttoact as Director.

Mr. Manohar Lal Agarwal, Mrs. Preeti Agarwal and Mrs. Priyanka Agarwal are interested inthe resolution. Their relatives may be deemed to be interested in the resolutions, to theextent of their shareholding interest, if any, in the Company.

E ANNUAI-, REPORT 2014-15


Save and except the above, none of the other Directors of the Company / their relatives are,in any wdlr concerned or interested, financially or otherwise, in the resolution.

The Board recommends the Ordinary Resolution set out at Item Nos. 5 of the Notice forapproval by the shareholders.

Date: 31.st August, 2015Place: New Delhi


/ ; . ( ( " \ \

S\N-(\ ii''"

|itcsh Grover \(Company Secrery)M. No. 2F7542

--€

J-63, \{indsor Park, Indirapuram/Ghaziabad-201 0'j.4, U ttar Pradesh.

E ANNUAL RBPORT 2014-15

SURYA INDIA LIMITET)CIN : 1,7 4899DL I 985 PLCO 1999 |

Registered Office: B-l IYI-3 M.C.l.E, Mathura Road, New Delhi-l 100441-e lephone: +91 1 l 45204115, f ry ; +91 1 I 28898016

fr-mai I : [email protected], Website: www.suryaindialtd.com

Registered Fol io No. DP lD No. /Cl ient lD No. :

No. of share(s) held:

Sr. No.

Dear MemberSubject: Voting through Electronics rneans

Pursuant to the provisions of Section 108 of the Companies Act, 2Ot3, read with Rule 20 of the Companies(Management and Administrat ion) Rules, 20L4, amended from t ime to t ime and in accordance with Clause358 of the l ist ing agreement, the Company is pleased to offer e-Voting faci l i ty to the Members to cast theirvotes electronical ly on al l resolut ions set forth in the Notice convening the 30th Annual General Meeting ofthe Company to be held on Wednesday, the 30th day of September, 2015 at J-L5, Hauz Khas Enclave, NewDelhi-11"0016 at 10:00 A.M. The Company has avai led the services of National Securit ies DepositoryLimited (NSDL) to provide the e-Voting faci l i ty.

The e-Voting faci l i ty is avai lable at the l ink https://www.evoting.nsol.com

The e-Voting part iculars are set out below:

The e-Voting faci l i ty wi l l be avai lable during the fol lowing voting period:

(e-Voting Event Number)PASSWORD / PrN

Commencement of e-Voting Saturday ,26'n Septemb er, 2Ot5 at 09:00 a.m.

Tuesday, 29th September, 2015 at 05:00 p.m.of e-Voting

Please read the instruct ions printed overleaf before exercising the vote electronical ly.

These detai ls and instruct ions form integralheld on September 30, 2015. The cut-offWednesday, September 23, 2Ot5

Dqled: 3l st August 2015Plqce: New Delhi

part of the Notice of the 30th Annual General Meeting to bedate, ( i .e. the record date) for the purpose of e-Voting is

By order of the BoardFoT SURYA INDIA LIMITED

G,S^,{Jitesh e$frr

Company fecrelaryMem. Nb. F7542

Instructions for e-Voting

j . . The Notice of the 3Oth Annual General Meeting (AGM) of the Company inter-al ia indicating the process

and manner of e-Vot ing is being sent to a l l the Members.

2. NSDL shall be sending the User lD and Password to those tvlembers whose shareholding is in the

dematerial ized format and whose e-Mait addresses are registered with the Company/Depositorypart icipants. For Members who have not registered their e-l t lai l address, can use the detai ls as

prov ided in th is document .

3. Open email and open attached PDF f i le wit lr your Client lD or Fol io No. as password. The said PDF f i le

contains your user lD and password /PlN for e-voting. Please note that the password is an init ial

password.

4, Launch internet browser by typing the fol lowing URL:https://www.evoting.nsdl.com

5. Cl ick on Shareholder - Login

6. put User lD and password as provided in this document and cl ick Login. l f you are already registered

with NSDL for e-Voting then you can use your exist ing User lD and Password for the Login.

7. l f you are logging in for the f irst t ime, the Password change menu wil l appears. Change the

password/plN with new password of your choice with rninimum 8 digits/ characters or combination

thereof. Note new password. lt is strongly recommended not to share your password with any other

person and take utmost care to keep your password confidential.

8. Once the home page of e-voting opens. Click on e-voting: Active Voting Cycles.

9. Select "EVEN (Electronic Voting Event Number)" of Surya India Limited.

10. Once you enter the Cast Vote page will open. Now you are ready for e-voting.

11. Cast your Vote by selecting appropriate option arrd cl ick on "submit "and also "Confirm" when

prompted.

L2. Upon confirmation, the message "Vote cast successful ly" wi l l be displayed.

13. Once you have voted on the resolution, vou will not be allowed to modify your vote.

L4. lnst i tut ional shareholders ( i .e. other than individuals, HUF, NRI etc.) are also required to send scanned

copy (pDFlpG Format) of the relevant Board Resolution / Authority Letter etc. together with the

attested specimen signature of the duly authori:ed signatory(ies) who are authorized to vote, to the

Scrutinizer through e-mail at PtAthUUaZS@gnglleo1q with a copy marked to [email protected]. lt

is strongly recommended not to share youi password with any other person and take utmost care to

keep your password confidential. Kindly note that login to e-Voting website wil l be disabled upon f ive

unsuccessful attempts to key-in the correct password. In such an event, Vou wil l need to go through

"Forget Password" option avai lable on the site to reset the same.

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General Instructions:

1. ln case of any queries, you may refer the Frequently Asked Question (FAQs) for Shareholders and e-voting user manual for Shareholders avai lable to the Downloads section ofhttps://www.evoti ng. nsdl.com

You can also update your mobile number and e-mail id in the profi le detai ls of the fol io which may beused for sending future communication(s).

The e-voting period commences on Saturday, 26"' September, 2015 (09:00 a.m. IST) and ends onTuesday, 29th September, 2015 (05:00 p.m. IST). During this period Shareholders of the Company,holding shares either in physical form or in dematerial ized forr4, ?s on the cut-off date (record date) ofWednesday, September 23, 2075 may cast their vote electronical ly. The e-voting module shal l bedisabled by NSDL for voting thereafter. Once the vote on a resolut ion is cast by the shareholder, theshareholder shal l not be al lowed to change i t subsequently.

The voting r ights of shareholders shal l be in proport ion to their shares of the paid up equity sharecapital of the Company as on the cut-off date (record date) of September 23, 2015.

Since the Company is required to provide members faci l i ty to exercise their r ight to vote by electronicmeans, shareholders of the Company, holding either in physical form or in dematerial ized form, as onthe cut-off date of Wednesday, September 23,2015 and not casting their vote electronical ly, may onlycast their vote at the 30th Annual General Meeting.

Mr. Pradeep Kathuria, Practising Company Secretary (Membership No. FCS 4655; C.P No. 3086) hasbeen appointed as the Scrutinizer to scrut inize the e-voting process in a fair and transparent manner.

The Scrutinizer shal l immediately after the conclusion voting at the AGM, f irst count the voting cast atthe meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two(2) witnesses not in the employment of the Company and make a Consolidated Scrutinizer 's Report ofthe votes cast in favour or against, i f any, and to submit the same to the Chairman of the AGM notlater than three working days from the conclusion of the AGM.

The Results shal l be declared forthwith after the submission of Consolidated Scrutinizer 's Report eitherby Chairman of the Company or by any person authorized by him in writ ing and the resolut ions shal lbe deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favourof the Resolut ions

9. The Results declared along with the Scrutinizer's Report(s) wil l be available on the website of theCompany www.slrrva*indialtd.con and on the website of NSDL immediately after the declaration of theresults by the Chairman.

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SURYA INDIA LIMITEDRegd. Office: B-l/H-3 Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-l 10044.

Tel: +91 1l 45204115/18; Fax: +91 I I 28898016; Email : [email protected],CIN- L7 4899DL I 985 PLC0I 999 I ; Website: www.suryaindialtd.com

BOARDS'REPORT

ToThe Members,

The Board of Directors of your Company is pleased to present the 30ft Annual Reportand the Audited Financial Statements for the financial year ended March 3'1,,2015.

The Financial Results of the Company are summarized below:Amount in Lacs

Particulars Financial Year2014-2015

Financial Year2013-20'1.4

Revenue from Operations 403.27 342.75Other Income 3.13 178.16Total Revenue 406.40 520.91Profit before Depreciation 267.1.6 383.27I-ess: Depreciation 59.00 39.69Profit before Tax 1,49.1,6 343.58Provision for Tax(Net) 54.71 49.62Profit after Tax 94,45 293.96Transfer to Reserve L8.89 58.79

FINANCIAI PERFORMANCE OPERATIONAL REVIEW

The Revenue from Operation has increased by 17.66% in the current year in comparisonto the corresponding previous year but profit after tax of the current year has reduceddue to the reason of extraordinary income from the sale of land occurred in the previousyear. Overall, the Company is performing up to the expectations of the investors of theCompany and the Company's management believes that the Company will continue itsgrowth momentum in future also to create wealth for their shareholders.

COMPANY'S AFFAIRS

* i s t e r e d w i t h t h e R e s e r V e B a n k o f I n d i a ( R B I ) a S a N o n - B a n k i n gFinancial Company), engaged mainly, in the business of providing Loans & Advancesancl investing in shares, both quoted and unquoted. The Company offers speci alizedsolutions for meeting specific liquidity requirements with technical insights into capitalmarkets.

E ANNUAL REPORT 2014.15

SURYA INDIA LIMITED

During the year,9 (Nine) Board Meetings were held on 28.05.2014,11.08.2014,22.09.2014,30.09.2014, 10.11 .2014, 12.01.2015, 31.01 .2015, 11.02.2015, and 20.03.201,5. A SeparateMeeting of Independent Directors of the Company was also held on 30.03.2015 incompliance of Schedule IV of the Act and Clause 49 of the Listing Agreement.

DIVIDEND

Keeping in view of the fund requirements of the Comprny and business scenario, yourBoard proposes to plough back the profits in the business of the Company and createreserves for the Company. As a matter of this, your board does not recommend anydividend for the financial year 201,4-1.5.

DEPOSITS

f)uring the year under review, the Company has not ecceptedwithin the rrreaning of Secti on 73 to 76 of the Companies Act,(Acceptance of Deposits) Rules, 2014.

any deposits covered2013 and Companies

There is no change in the Equity Share Capital of the Company during the financial yearunder review. The Issued, Subscribed and Paid-up Share Capital for the year ending on31st March, 2015 is Rs. 69,858,320 / -

pIRECTORS ANp KE-y MANIAGERTA,T PERSONNHI i :

During the Financial Year 2014-15, the following changcs had occurred in the structureof Board of Directors of the Company:-

S.No.

Name of Director Designation Nature ofChange

EffectiveDate

1 . Mr. Ram Babu Goyal Non-ExecutiveIndependent Director

Resignation 11, / 08/201,4

2. Mrs. Preeti Agarwal Managing Director Re-appointment 30/ 09 /201,43. Mrs. Priyanka

AgarwalWhole-Time Director Re-appointment 30/09 /201,4

4. Mr. Ganesh Dass

4eeryiLNon-ExecutirreIndependent Director

Re-appointment 30/09/201,4

5 Mr. Kishan BehariTain

Non-ExecutiveIndependent Director

Re-appointment 30/09/201,4

6 lr4r. Ram Babu Goyal Non-ExecutivcAdditional Director

Appointment 30/09/201,4

7 Mr. Manohar Lal

4Non-ExecutirreAdditional Director

Appointment 01,/02/2015

8. Mr. Ram Babu Goysl Non-ExecutiveAdditional l)irector

Resignation 07 /02/2015

A NNUAI-, REPORT 2014.15

SURYA INDIA LIMITED

9. Mr. Ram Babu Goval Chief FinancialOfficer (CFO)

Appointment 01, / 02/ 2015

Mr. Ganesh l)ass Agarwal, Non-Executive Independent Director of the Company hasbeen designated as Chairman and Non-Executive Independent Director of the Companyw.e.f. Llth February, 201,5.

Mrs. Preeti Agarwal, Managing Director and Mrs. Priyanka Agarwal, Whole-timeDirector retires by rotation and being eligible, offer themselves for re-appointment. TheBoard recommends Mrs. Preeti Agarwal and Mrs. Priyanka Agarwal for re-appointment.

The Board of Directors had appointed Mr. Manohar Lal Agarwal as Additional Directorof the Company w.e.f.01,/02/2015, who holds office up to the date of ensuing AnnualGeneral Meeting and is eligible for re-appointment. Mr. Manohar Lal Agarwal hadsubmitted a certificate that he is not disqualifjed from being appointed as a Director interms of Secti on 1,64 of the Companies Act, 2013 and also gave his consent to act asDirector. The Board recommends Mr. Manohar Lal Agarwal for regularization asdirector.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Clause (.) of Sub-section (3) and Sub-section (5) of Section 134 of theCompanies Act, 2013 with respect to Directors' Responsibility Statement, it is herebyconfirmed:

i) That in preparation of the Annual Accounts for the financial year ended 3L'tMarch, 201,5, the applicable accounting standards had been followed along with proPerexplanation relating to material departures;

ii) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the Profit of your Company for that period;

iii) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

it) That the directors had prepared the Annual Accounts for the financial year ended3L't March, 20L5 on a "going concern basis."

v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls arc adequate and were operatingeffectively.

Explanation: For the purposes of this clause, the term "internd financiql controls" means the.policies and procedures adopted by the Company for ensuring the orderly and efficient conduct ofits business, including qdherence to company's policies, the safeguarding of its assets, the


SURYA INDIA LIMITED

preaention and detection of frnuds and errors, the acalrocy and completeness of the accountingrecords, and the timely preparation of reliable financial inforntntion.

vi) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDITORS'REPORT

The Auditors' Report along with Notes on Accounts are Self-explanatory and therefore,do not call for any further comments or cxplana.tion.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/ s P. R. Kumar& Co., Chartered Accountants, were appointed as statutory auditors of the Company atthe 29th Annual General Meeting (AGM) of the Company for a period from theconclusion of the said AGM tiIl the conclusion of the 32"d AGM subject to ratification oftheir appointment by the members at every AGM held thereafter. A resolution forratification of appointment of M/s P. R. Kumar & Co., Chartered Accountants, asauditors for the period from tl're conclusion of the ensuing 30th AGM till the conclusionof the 3L't AGM and for fixation of their remuneration for the year 2015-1,6 is beingproposed in the notice of the ensuing AGM for the approval of the members.

The Company has received from M/s P. R. Kumar & Co. a written consent forratification of their appointment from the conclusion of the 30th AGM till the conclusionof the 3L't AGM and a certificate to the effect that their appointment shall be inaccordance with the prescribed conditions and that the firm is not disqualified under theCompanies Act, 2013.

STATEMENT ON pECTARATION GIVEN BVINDEPFNpENT DISEqT0RS ",:, i

The Company has received a declaration from allthe criteria of independence as laid down unCer2013 and Clause 49 of the Listing Agreement.

RISK MANAGEMENT POLICY

Independent Directors that they meetsection 1,49(6) of the Companies Act,

Business Risk Evaluation and Management is an on-going process within theOrganization. The Company has a robust risk management framework to identify,monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Policy broadly comprises of:o Oversight of risk management p:rformc:'l by the exccutive managemenfo Reviewing the Business Risk lr4anagement policy and framework in line with

local legal requirements and SEBI guidelines;o Reviewing risks and evaluate treatment including initiating mitigation actions

and ownership as per a pre-defined cycle;

ru ANNTTAL REPORT 2014.15

SURYA INDIA LIMITEI)o Defining framework for identification, assessment, monitoring, mitigation and

reporting of risks.

Risk Management philosophy is to adopt an independent holistic approach to manageuncertainties from all quarters that is "Enterprise-wide RGI Managementl,.

Three critical elements on which the enterprise risk management framework is builqcreating a clear direct line of sight from risk management to investor's value;implementing a process to protect investor's value; utrJ building the organizationalcapability to ensure strategic risk management.

:9+T9T*HS?:/JRNANCE REPORT AND MANAGEMENT DISCUSSION ANDANALYSIS REPORT

The Corporate Governance Report, which forms an integral part of this Report, is set outas Annexure-I, together with Management Discussion & Anilysis Report.

An extract of the Annual Return pursuant to sectio n 92(3) of the Companies Act, 201gand Rule 12(1) of the Companies (Management and Administrationi nrt., , 201,4 inprescribed Form MGT-9 forms part of the Board Report is annexed as Annexure-Il.

The Secretarial Audit Report (annexed as Annexure- IID received from CompanySecretary in Practice , M/ s P. Kathuria & Associates (C.P. No. 3086) is self-explanatoryexcept the following point :-

o "Form MGT-14 has not been filed on passing of Board Resolutions on LL.08 .201,4in regard to reappointment of Managing Director, exercising the power ofborrowing monies, grant Loans or give guarantee or provide r"..riity in respect ofloans and aPProval of Board's Report in accordance with the prouirior,, of Sec117(3)(c), 179(3)(d), 179(3)(il and t79(3)(g) of the Companies Act, 201grespectively. However Company has filed Form MGT -14 oi Board Resolutionpassed on 11.08-2014 only for approval of unaudited financial results for thequarter ended on 30th June, 2014.,,

Boa{dis reply for the above point of the secretarial Audit Re

o Although, the Board has taken due and reasonable care of various statutorycompliances under the new Companies Act, 2019 ("the Act") and other applicablestatutes and already filed MGT-14 for Board Resolution clated tt.Og.2Ot+ inrespect of approval of unaudited financial results for the quarter ended on 30thJune, 2014, however, due to some oversight the sarne could not be filecl in respectof board resolutions of even date in relation to reappointment of ManagingDirector, exercising the power of borrowing monies, grant Loans or gi""guarantee or provide security in respect of loans and approval of Board's Report

1p-""r4e1s-ll d),ry2q0!.1ANNUAL REPORT 2014-15

SURYA INDIA LIMITBD

179(3)(9) of the Companies Act, 2013 respectively. The Board will now take allnecessary steps including filing of respective forms to ccmply with the saidprovisions and to ensure strictly compliances of all applicable laws in future also.

A11 related party transactions that were enterecl into during the financial year were onarm's length basis and also in the ordinary course of the business. There are nomaterially significant related parry ffansactions made by the Company with Promoters,Key Managerial Personnel or other designated persons which may have potentialconflict with interests of the Company at leirge. The details of Related Party Transactionsare disclosed in Note to the Financial Statements attached to and forming part of theAnnual Financial Statements and also stated in Form AOC-2 armexed as Annexur€-IV.

The Board has, on the reconunendation of the Nomination and RemunerationCommittee framed a policy for selection, appointment of f)irectors, Senior Managementand their remuneration including criteria fo'i determinitg qualifications, positivgattributes, independence of a director and other rnatters provided under sub- section 3 ofSection 178 of the Companies Act, 2013. The Remuneration Policy is stated in theCorporate Governance Report, integral part of this Report.

As on 31't March 2015, the Audit Committee comprised of three Directors out of them,Two were Non-executive Independent Directors and One Executive Director, namelyMr. Ganesh Dass Aggarwal (Chairman of the Committee), Mr. Kishan Behari ]ain andMrs. Preeti Agarwal, Members of the Commitfee. More details about the Committee aregiven in the Corporate Governance Report, an integral part of this Report.

The criteria of Corporate Social Responsibility as prescribed under Section 135 of theCompanies Act, 2013 is not applicable on the Company.

The details of the loan made by the C'rrnpany are in Note No. 15.1 of the AuditedFinancial Statements. The Company has not given any Guarantee to any person duringthe financial year and the details of investments made by the Company are in Note No.10 of the Audited Financial Statements.

The information requiredCompanies (Appointment

pursuant to' section 197and Remuneration) Rules,

read with Rule 5 (1Xi) of The201,4 in respect of the ratio of


SURYAINDIA LIMITBD

remuneration of each director to the rnedian remuneration of the employees of the

company for the financial year are annexecl as Annexure-V.

(A) Enerry Consenration

Being Finance & Investrnent Company, this claude is not applicable for the Corrpany.

(B) Technology absorption-

Being Finance & Investment Company, this clause is not applicable for the ComPany.

(C) Foreign exchange earnings and Outgo-

Actual Inflows (Earnings):- Nil ; Actual outflows (Outgo):- Rs. 5,56,715/ -

The Company has an Internal Control System, which commensurate with the size, scale

and .o*pl.xify of its operations. M/s KAP & Associates, Chartered Accountants,

Internal Auditors of the Company are rcsponsible to maintain its objectivity and

independence, the Internal Auditors report to the Chairman of the Audit Committee &

to the Managing Director of the Company. The Internal Audit Department monitors and

evaluates the efficacy and adequacy of internal control system in the Company, its

compliance with operating systems, accounting procedures and policies. SiSnificant

audit observations and reconunendations along with corrective actions thereon are

presented to the Audit Committee of the Board.

pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing

Agreement, the Board has carriecl out a formal evaluation of its own performance, its

diiectors individually as well as thc evaluation of the n'orkrng of its Audit Committee,

Nomination and Remuneration Committee and Shareholder's Investor Grievance

Committee/Stakeholder Relationship Committee. The manner in which the evaluation

has been carried out is explainecl below:-

A structured questioruraire was prepared after taking into consideration inputs received

from the Direitorr, covering 'outious aspects of the Board functioning such as adequacy

of composition of the Board and iis Committees, Board culture, execution and

perforrnance of specific duties, obligations, and governance of the Board and its

Committees. A separate exercise rvas carried otrt to evaluate the performance of

individual Directois including the Chai:rnan of the lloard, vrho was evaluated on

parameters such as level of engagement and contributiory independcnce of judgement,

safeguarding the interests of the Company. The performance evaluation of the

IndJpendenl Directors was carried out by the entire Board. Th9 performance evaluation

of the Chairman and Non-Inclependent Directors was carried out by the Independent

Directors who also reviewed tn. performance of the Secretarial Department. The

Directors expressed their satisfaction with the overall evaluation Process.



No material litigation was outstanding as on 31't March, 2015. Details of litigation on taxmatters , if. any, are disclosed in the Financial Statements.

YIGIW/ POLICY

The details of Vigil Mechanism/Whistle Blower policy' is stated in the CorporateGovernance Report annexed to this Report.

Based on the requirements under SEBI (Prohibition of Insider Traditg) Regulations,2015, as amended from time to time, the code of conCuct for prevention of insidertrading and the code for corporate disclosures ("Code"), ds approved by the Board fromtime to time, are in force by the Company. The objectiv'e of this Code is to protect theinterest of shareholders at large, to prevent misuse of any price sensitive information andto prevent any insider trading activity by dealing in shares of the Company by itsDirectors, designated employees and other employees. The code is uploaded on the

website of the Company at http:'ww.suryaindialtd.com/poligies.html

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN ATWORKPI-ACE {PR-EVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company is committed for providing and promoting a safe and healthy work

environment for all its employees. The Company has zero tolerance towards sexual

harassment at the workplace and has adopted a 'Prevention of Sexual Harassment'Policy (POSH) that is in line with the provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed

thereunder for prevention and redressal of complaints of sexual harassment at

workplace, alongwith a structured reporting and redressal mechanism. The Company

has also constituted an Internal Complaints Committee, known as the POSH Committee

having three members namely Mrs. Preeti Agarwal, Mrs. Priyanka Agarwal and Mr.

Ganesh Dass Agarwal, to inquire into complaints of sexual harassment and recommend

appropriate action. The POSH Policy is displayed on the Company's Website and is also

communicated to employees through e-mails, communication campaigns and other

channels.The Company has not received any complaint on sexual harassment during Financial

Year 201,4-15

The Company is registered with RBI and carrying on the business of' Non-Banking

Financial Company (NBFC) under the provisions of Section 45-IA of the RBI Act, 1934.

The Company has complied with and continues to conRly with all applicable Laws,

Rules, Circulars, Regulations, etc. including Directions of RBI and it does not carry on

any activities other than those specifically permitted by RBI.


SURYA INDIA LIMITEDRegd. Office: B-l/H-3 Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-l 10044.

Tel: +91 ll 45204115118; Fax: +91 I I 28898016; Email: cs@,haldiram.com,crN- L7 4899DL 1985PLC019991 ; website: www.suryaindialtd.com

ASSOCIATECOMPANIES : .. ;

The names of Companies, which have ceased to be associate Companies during theFinancial Year:-

The information as per Section 134 of the Companies Act, 2013, read with Companies(Particulars of Employees) Rules, 1975 is not applicable on the Company.

Your Directors wish to record their sincere gratifude for our valued Businessassociates for the continuous co-operation, support and assistance extended by them.We place on record our aPpreciation of the commitment, dedication and hard workput in by employees of the Company. We also thank our members for the continuedsupport received from them.

For and on behalf of the Board of Directors

( ) " .'!{'ry),(Prebti Agarwal)

For SuryanI Ii /K\J

Managing DirectorDIN:00011450

Add: J-ls,Hauz Khas Enclave,New Delhi-110016

(Priyanka Agarwal)Whole-time Director

DIN: 01989753Add: I-ls,Hauz Khas Enclave,

New Delhi-11.0016

Date: 3L'! August, 2015Place: New Delhi

S. N. Name Remarks1,, Haldiram Exports Pvt. Ltd. Coral Products Pvt. Ltd., Haldiram Exports

Pvt. Ltd., Haldiram Trading Pvt. Ltd. andCrest Developers Pvt. Ltd. has beenmerged with Haldiram Snacks Pvt. Ltd.w.e.f. 01/04/2AB vide Order of Hon'bleHigh Court of Delhi dated 25/04/2014.

2. Coral Products Pvt. Ltd.3. Crest Developers Pvt. Ltd.4. Haldiram Trading Pvt. Ltd.

5. HR Lifecare Pvt. Ltd. HR Lifecare Pvt. Ltd. and HRB Softech Pvt.Ltd. has been Struck off vide order ofOffice of the Registrar of Companies (ROC)dated 21, / 03 / 201,4.

6. HRB Softech Pvt. Ltd.

emitIndia Li


STJRYA INDIA LIMITED

Annexure-L

CORPORATE GOVERNANCE REPORT 2014-201.5

1.. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

The Company is conscious of its responsibility as a good corporate citizen. TheCompany believes in transparency, professionalism and accountability, which are thebasic principles of corporate governance and would constantly; endeavor to improve onthese aspects. Corporate Governance aims to maximize long term stakeholder's value.

The Board considers itself as a trustee of its shareholders and acknowledges itresponsibilities to the shareholders for creation and safeguarding Shareholder's Wealth.During the year under review, the Board continued its pursuit of achieving theseobjectives through the adoption and monitoring of corporate strategies, prudentbusiness plans, monitoring of major risks of the Company's business and ensuring thatthe Company pursues policies and procedures to satisfy its legal and ethicalresponsibilities.

2. BOARD OF DIRECTORS:

Composition of the Board

The strengtl-r of the Board of Directors was 5 (five) as on 31't March, 201,5 comprising of 1(one) Managing Director, 1 (one) Whole-time Director, 3 (three) Non-Executive Directorsand out of three Non-executive Directors, two were also the Independent Directors of theCompany. The Composition of the Board is in conformity rvith Clause 49 (IIA) and (IIB)of the Listing Agreement.

S.No.

Name of Directoy'CFO/Secretary

Address Designatiory'Category

1 . Mr. Ganesh DassAggarwal(DrN-01547790\

80C, CD Block,Pitampura, New Delhi-110034

Chairman and Non-Executive IndependentDirector

2. Mrs. Preeti Agarwal(DrN-00011450)

J-15, Hauz Khas Enclave,New Delhi-110016

Managing Director

aJ . Mrs. Priyanka Agarwal

(DrN-01e8e753)J-15, Hauz Khas Enclave,New Delhi-110016

Whole-Time Director

4. Mr. Kishan Behari Jain(DrN-002e0772)

170 - Mall Apartments,Mall Road, Delhi- 110054

Non-ExecutiveIndependent Director

5. Mr. Manohar LalAgarwal(DrN-00290780

J-15, Hauz Khas Enclave,New Delhi-110016

Promoter and Non-Executive AdditionalDirector

6. Mr. Ram Babu Goyal(PAN-AFVPG7761A)

Flat No. 12, State BankApartment, GH-5, Sector- 46, Faridabad- 121003

Chief Financial Officer(cFo)


Mr. Jitesh Grover(PAN- AODPG5062K)


J-63, Windsor Park,I nd irap u ram, G haziab ad-201014, Uttar Pradesh

Attendance of each Director and Number of other Directorship

The attendance of the Board of Directors at the Board Meetings during the year and alsonumber of other Directorship and Committee Membership/ Chairmanship as on31.03.2015 are as follows:

NED: Non-Executive Director NED-I: Non-Executive IndependentDirectorED-Executive Director MD : - Managing Director

Number of Board Meetings

No. of Board meetings are already stated in the Board's Report.

Procedure of the Board Meetings:

The meetings of the Board are convened by giving appropriate advance notice to themembers of the Board.

The Secretary of the Company i.e. Compliance Officer circulates internal notice to all theBoard members and department heads asking for the suggestions/ details of any matterwhich requires discussion or approval of the Boarcl so that the same could beincorporated in the agenda of the Board meeting. The date of the Board meeting is fixedtaking into account convenience and availability of the Board members.

The Boarcl of the Company is presented with all the relevant information on various vitalmatters affecting the working of the Company as well as those matters, which requiredeliberation at the highest level. Board Members are given appropriate documents /detailed notes and information in advance of each Board and Committee Meeting. Theminutes of the Cornmittees of the Board are taken as read at the meeting of Board forinformation of the members. The follow up actions of important agenda items ofprevious Board meeting are placed at the Board meeting for review of the Board. The

Company Secretary

Name of Directors Category No. ofBoardmeetingAttended

AttendedlastAGM

No. of otherDirectorship/Chairmanship

Mrs. Preeti Agarwal (DIN:00011450)Mrs. Priyanka Agarwal (DIN :01989753)Mr. Kishan Behari Jain (DIN: 00290772)Mr. Ganesh Dass Agarwal (DIN:01547790)Mr. Manohar I.al Agarwal (DIN:00290780)

MDEDNED-INED-INED

98452

YESYESNOYESNO

'I',

21,11

Total Board Meetings held during theyear

9


SURYA INDIA LIMITED

Compliance officer of the Company conducts the Board meetings and prepares alldocuments including minutes of the meeting in compliance with the provisions of theCompanies Act and other statutory enactments.

Non-Executive Directors' Compensation & Disclosures

No Compensation f fee were paid to Non- Exectrtive Directors including IndependentDirectors of the Company.

Other provisions as to Board and Committees

The Company has held at least one Board meeting in each quarter. The maximum gapbetween any two meetings was less than one hundred and twenty days as stipulatedunder Clause 49 of the Listing Agreement. The Company has also complied the otherprovisions as stipulated in this clause.

Code of Conduct

The Company has laid down a Code of Conduct for the members of the Board as well asfor all employees of the Company. The code has also been posted on the Company'swebsite, http://wulusrfryatrrdialtd.cqn/policies.html. The Managing Director has confirmedand declared that all members of the Board and senior management have affirmedcompliance with the Code of Conduct. A declaration signed by the Managing Director tothis effect is enclosed at the end of this report.

Vigil Mechanism / Whistle-Blower Policy

The Company has established a proper Vigil Mechanism by making Vigil MechanismPolicy which is designed to enable employees, Directors, consultants and contractors toraise concerns at a significantly senior level and to disclose information which theindividual believes, shows malpractice or wrongdoing r,vhich could affect the business orreputation of the Company and any allegation that fall rvithin the scope of the concernsidentified are investigated and dealt with appropriately. This policy provides adequatesafeguards against victimization of any individual who avail of vigil mechanism.

The Company promotes ethical behaviour in all its business activities and in line withthe best governance practices, The Company has established a system through whichemployees and business associates may report unethical business practices at work placewithout fear of reprisal. The Cornpany has set up a direct touch initiative, under whichall employees / business associates have direct access tr the Chairman of the AuditCommittee. The Whistle-Blower Protection Policv aims to:

J

Management notice concerns about unethical behaviour, malpractice, wrongfulconduct, actual or suspected fraud or violation of policies.



The above mechanism has been appropriately communicated within the Companyacross all levels and has been displayed on the Company's websitewwly.gqr,yain4iAlld.com. The Audit Committee periodically reviews the existence andfunctioning of the mechanism. It reviews the status of complaints received under thispolicy on a quarterly basis.

3. AUDIT COMMITTEE:

Qualified and Independent Audit Committee

Term of reference and Composition-

The terms of reference and Composition of Audit Committee cover areas mentionedunder Clause 49 (III) of the Listing Agreement as well as Secti on 177 of the CompaniesAct, 2013, which inter-alia include overseeing financial reporting process, reviewing thefinancial statements and recommending appointment of Auditors besides other terms asmay be referred by the Board of Directors from time to time.

As on 3L't March 2015, the Audit Committee comprised of three Directors out of them,Two were Non-executive Independent Directors and One Executive Director, namelyMr. Ganesh Dass Aggarwal (Chairman of the Committee), Mr. Kishan Behari Jain andMrs. Preeti Agarwal, Members of the Committee.

Meeting of Audit Committee

The Committee has met 5 times during the year i.e. 28m Muy 20'1,4, LLm August 201.4,30thSeptember 201,4, 10th November 2014, and 11h February 2015 and the attendance of themembers at the meeting as on 31.03.2015 was as follows:

Name of Directors Category in theCommittee

No. ofMeetings held

No. of MeetingsAttended

Mr. Ganesh Dass Aggarwal Chairman 5 5

Mr. Kishan Behari Jain Member 5 5

Mrs. Preeti Agarwal Member 5 3

Mr. Ram Babu Goyal* Chairman* 5 2*Note:'- Mr. Ram Babu Goyal resigned from the Directorship of the Company w.e.f. lLtt Augpst,2014.

All members of the Audit Committee are financially literate and possess requisiteaccounting or financial management expertise.

Powers of Audit Committee

The Audit Committee has the following powers:


SIJRYA INDIA LIMITEI)

compliance with the provisions of the Companies Act, 2013 or referred to it by theBoard;

Role of Audit Committee

financial information to ensure that the financial information is correct, sufficientand credible.

statutory auditors and fixation of audit fee.

to the Board, focusing primarily on;. Matters required being included in the Directors' Responsibility Statement

included in the report of the board of directors.o Aty changes in accounting policies and practices.o Major accounting entries based on exercise of judgment by management.. Qualifications in draft statutory audit report.. Significant adjustments arising out of audit.o Compliance with listing and other lcgal requirements concerning financial

statements.o A.y related party transactions.

to the board for approval.

internal control systems.

internal audit department, staffing and seniority of the official heading thedepartment, reporting structure coverage e.nd frequency of internal audit.

matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board.

scope of audit as well as post- audit discussion to ascertain any area of concern.

existing.

audit committee. Review the follc,lving information:I Management discussion and analysis of financial condition and results of

operations; internal audit reports reJlting to internal control weaknesses;o Management letters/letters of internal control rveaknesses issued by statutory

/ internal auditors;o Statement of significant related party transactions; and


SURYA INDIA LIMITED

o The appointment, removal and terms of remuneration of the Chief internalauditor shall be subject to review by the Audit Committee.

Mr. Jitesh Grover, Company Secretary acts as the Secretary to the Committee.

Review of Information by Audit Committee

The Committee regularly reviews the Management Discussion and Analysis of financialcondition and result of operations of the Company. Significant related party transactionswere laid before the Committee for its reviews.

Composition and Terms of reference

The Nomination and Remuneration Committee consists of three Members as on31.03.2015, comprising two Non-Executive Independent Directors namely Mr. GaneshDass Agarwal (Chairman of the Committee), Mr. Kishan Behari Jain (Member) and oneNon-Executive Director, Mr. Manohar Lal Agarwal (Member), The Composition of theNomination and Remuneration Committee and terms of reference meets therequirement of Section 178 of the Companies Act, 2013 and Clause 49 of the ListingAgreement with Stock Exchange(s).The terms of reference of the Nomination and Remuneration Committee, interalia,consist of reviewing the overall compensation policy and structure, service agreementsand other employment conditions for the members of the board.

Meetings and Attendance of Committee Members

Ihe Committee has met 3 times during the year i.e. 9ft August 2014,30ft September 20'1.4,and 3gtn January 2015 and the attendance of the members at the meeting as on 31.03.2015was as follows:

Name of Directors Category in theCommittee

No. ofMeetings held

No, ofMeetingsAttended

Mr. Ganesh Dass Aggarwal Chairman 3 3

Mr. Kishan Behari Jain# Member 3 3

Mr. Manohar Lal Agarwal* Member 3

# Mr. Kishan BehariJain has been nominated as Chairman of the Committee w.e.f 25/04/2015.* Mr. Manohar Lal Agarwal has been appointed as member of the Committee w.e.t.01,/02/2015.

Company's Policy on Appointment and Remuneration of Directors

The Committee of the Board of Directors has been constituted to review and approve theremuneration payable to Executive Directors of the Company considering thequalification, experience and performance of the Directors and the current trends in theIndustry and other relevant factors. The Board as well as Nomination and Remunerationcommittee regularly tracks the market trends in terms of compensation levels and

E ANNUAL REPORT 2OI4-15


practices in relevant industries. This information is used to review the Company'sremuneration policy. The criteria of paying remuneration to the Executive Directors areas per Industry practice.

Pursuant to Section 178(a) of Companies Act, 2013, the Committee while formulating thepolicy ensured that:

retain and motivate directors of the quality required to run the companysuccessfully;

performance benchmarks;

involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the comF.any and itsgoals;

expertise and experience so as to have a diverse Board having expertise in thefields of finance, taxation, law, governance and general rnanagement etc.

with regard to the independent nature of the Directors vis-vis the Company so asto enable the Board to discharge its function and duties effectively.

The Nomination & Remuneration Committee shall consider the following attributes/ criteria, whilst recommending to the Board the candidature for appointment asDirector:

(i) Qualification, expertise and experience of the Directors in their respective fields;(ii) Personal, Professional or business standing; and(iii) Diversity of the Board.

In case of re-appointment of Non-Executive Directors, the Board shall take intoconsideration the performance evaluation of the Director and his/her engagement level.

Monitoring and Reporting

The Nomination and Remuneration Committee will review the Policy periodically,which will include an assessment of the effectiveness of the Policy. The Committee willdiscuss any revision that may be required and recommend the same to the Board forapproval.

Details of Remuneration

The Company pays remuneration only to Executive Directors. No remuneration ispayable to Non-Executive Directors (NEDs). Also, no sitting fee is payable for attendingthe meetings of the Board, committee of the Board and Audit Committee of theCompany.

ANNUAI., RBPORT 2014-15

Commission

Mrs. Preeti Agarwal,Manasins Director

As per terms ofappointmentAs per terms ofappcintment

SURYA INDIA LTMITEI)

Executive Directors

Name & Designation

Mrs. Priyanka Agarwal,Whole Time Director

Salary at year-ended 3L.03.15Rs.3,50,000 / -

r monthRs.3,50,000/-

r month

Perquisites &allor,r'ances

5. SHAREHOLDERST INVESTORS' GRIEVANCES COMMITTEVSTAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition

The Stakeholders Relationship Committee consists of three Members, comprising twoNon-Executive Independent Directors namely Mr. Ganesh Dass Agarwal (Member), Mr.Kishan Behari ]ain (Member) and one Non-Executive Director, Mr. Manohar LalAgarwal (Chairman of the Committee), The Composition of the StakeholdersRelationship Committee and terms of reference meets the reqtrirement of Section 178 (5)of the Companies Act, 2013 and Clause 49 of the Listing Agreement with StockExchange(s).

No. of Shareholders' Complaints received so far.No. not solved to the satisfaction of ShareholdersNo. of Pendine Complaints

Terms of reference:

issued/to be issued by the Cornpany.

Articles of Association;

shares/ debentures/warrants issued/to be issued by the Company;

their consideration;

of annual reports etc.

Company.

Cgmpliance Officel

Mr. Jitesh Grover is the Company Secretary and Compliance Officer of the Conrpany.



6. SUBSIDJARY COMPANIES

The Company has No subsidiary Company.

7. RISK MANAGEMENT

There is a regular system for submission of periodical statements to the Board for itsreview on risk assessment ancl minimization proceCures. The Company manages risks asan integral part of its decision making process. The Audit Committee and the Board ofDirectors are regularly apprised regarding k"y risk assessment and risk mitigationmechanisms.

The Board has framed and implemented the risk management policy of the Companyand the same is posted on the website of the Company athttp: -'ww.suryaindialtd,com I?licies.html

8. BELATEP PARTY TRANSACTIONS

The policy on materiality of Related Party Transactions and also on dealing with RelatedParty Transactions ("Policy") it prepared, adopted and also posted on the website of theCompany athttp:'www.suryaindialtd.com'folicies.html.

Related Party Transactions

The Company has not any material related party transactions, which are needed to bedisclosed in this report.

Disclosure of Accounting Treatment

Surya India Limited has followed the guidelines of accounting standards laid down bythe Institute of Chartered Accountants of India (ICAI) in preparation of its financialstatements.

Remuneration of Directors

The Company pays remuneration only to Executive Directors. No remuneration andother benefits i.e. bonuses, stock options, pension, fixed component, performance linkedIncentives etc. is payable to Non-Executive Directors (NEDs). Also, no sitting fee ispayable for attending the meetings of the Board, committee of the Board and AuditCommittee of the Company.

3 ANNUAL REPORT 2014-15


Shareholding of Non-executive Directors

SI. No. Name No. of Shares1 . Mr. Ganesh Dass Aggarwal Nil2. Mr. Kishan Behari Jain Nil3. Mr. Manohar Lal Agarwal 6,17,775

MANIAGEMENT DISCUSSION AND ANALYSIS REPSBT

This Management Discussion & Analysis should include discussion on the follovri:rgmatters within the limits set by the company's competitive position:

A. Industry Structure and Developments:

Surya India Limited is a NBFC and is engaged mainly in the business ofproviding Loans & Advances and investing in shares, both quoted and uno,uoted.The industry structure relevant to the Company's operations is mainly concernedwith the capital market.

The NBFCs sector is undergoing a significant transformation at present and hascome to be recognizeci as an important element of the financial system. The recentissue in financial sector has highlighted the necessit/, importance and significantrole, the NBFCs play in development of nation's infrastructure.

In the financial system of India, importance of NBFCs has been much discussed.RBI has been setting right its regulatory and supervising policies from time totime to keep pace with the changes in the environment, .lJRFCs have been activelyfuelling the growth of the economy - especially the infrastructure part of theeconomy and have been supplementing the Banking system effectively and thrtsenhancing competition and diversification in the financial sector

The NBFCs have attracted substantial investrnents during the recent years bothfrom the retail and from the wholesale side. The growth also has been significantduring this year. The NBFCs have been catalysts in accelerating the growth in thesemi urban and rural areas. The projections made by RBI and other financialforecasts give substantial growth opportunities for the industry in the comingyears.

B. Economy Overview:

Indian economy is adversely affected by persistent inflation over the last fewyears. The rising incomes dropped the purchasing power of the population.driving consumption demand in sectors, r,vhere supply lagged particularly,, infood grain and non-food-grain commodities, Sharp increase in international pricesof fuels also contributed to inflationary pressure. The Government has been goingvery slow on various refornns, expected by large i+'restors and market. Ivlarketparticipants were particularly concerned about subsidies-fertilizer, food andfuel; falling rupee against dollar; unreported corruptions; widening currentaccount and fiscal deficits. Net Egyq lftb$glgglbttit"gg4l""_"tt"g t g:g

E ANNUALREPoRT2oT4-Is

SURYA INDIA LIMITED

been declining during the year as compared to these of the earlier years.Economic situations in Euro Zone countries and other priced the Capital Markettowards losses.

The NBFCs sector has undergone a significant transformation in the past fewyears and has come to be recognized as a systemically important element of thefinancial system. The recent global financial crisis has also highlighted theregulatory imperatives concerning the non-banking financial sector and the risksarising from regulatory gaps, arbitrase and systemic inter-connectedness.

In the multi-tier financial system of India, importance of NBFCs in the Indianfinancial system is much discussed by various committees appointed by RBI inthe past and RBI has been modifying its regulatory and supervising policies fromtime to time to keep pace with the changes in the system. NBFCs have turned outto be engines of growth and are integral part of the Indian financial system,enhancing competition and diversification in the financial sector, spreading risksspecifically at times of financial distress and have been increasingly recogni zed ascomplementary of banking system at competitive prices. Since the 90s crisis, themarket has seen explosive grorvth, as per a Fitch Report 1, the compoundedannual growth rate of NBFCs was 40% in comparison to the CAGR of banks being22% only.

C. Opportunities and Threats:

Capital markets at present are going through turbulent times due to slow-down indomestic economy, slow-down in reforms, uncertain global economicenvironment, economic crisis faced by u few countries in Europe, fluctuations incurrency rates, etc. Although the inflation has remained steady during the yearbut it is still under pressure due to hike in petrol prices, burden of dieselsubsidies, high fiscal deficit, etc. However, we feel that the opportunities will soonarise in the markets upon the corrective policies by the government and betterfiscal management which will strengthen the economy.

The NBFC industry holds immense potential and the Government of Indiaincreased focus towards Financial Inclusion has created various opportunities forexisting NBFCs to leverage on their established customer base in rural areas. Therecent steps by the Government of India to create Infrastructure for NBFC and toprovide banking license for NBFCs is a positive signal. The above opportunitieshave made the Industry highly competitive with the emergence of new categoryof systematically important NBFCs. alongwith existing local and Multinationalplayers leading to tough co,mp:tition within the industry.

D. Outlook:

Outlook for the Company is linked to Capital Market. The Board of Directors ofthe Company believes that Company's Investments in the equity shares of variouscompanies would reasonably perform in the ensuing years.

3 ANNUAL REPORT 2014-15


The role of NBFCs has become increasingly important from both the

macroeconomic perspective and the structure of the Indian financial system. Over

a period of time, on" has to accept; that it is only those which are big enough and

,"iio,r, about being in the finance business will and must grow. To survive and

constantly grow, NBFCs have to focus on their core strengths while improving on

weaknes"r. They have to constantly search for new products and services in

order to remain competitive. The coming years will be testing ground for the

NBFCs and only those who will face the challenge and prove themselves will

survive in the long run.

For several years, NBFCs have rapidly emerged as an important segment of the

Indian Financial System. The sector is now being recognized as complementary to

the banking sector due to the implementation of innovative marketing strategies.

introduction of tailor made products, customer-oriented services, attractive rates

of return on deposits and simplified procedures.

E. Risk & Concerns:

As an NBFC, the Company is subjected to both external risks and internal risks.

External risks due to interest rate fluctuation, slowdown in economic growth rate,

political instability, market volatility, decline in foreign exchange reserves, etc.

internal risk is associaterl rn'ith your Company's business which includes

cleployment of funds in specific projects, divcrsification into other business

opiruiior,r, retention of talented personnel, managing effective growth rate,

vblatilty in interest rate, NPAs in portfolio, changes in compliance norms and

regulations, contingent liabilities and other legal proceedings. Your Company

reiognizes the importance of risk management and has invested in people,

process and technologies to effectively mitigate the above risks.

Company's performance is closely linked to the Indian Capital Market as the

company has investments in both quoted as well as unquoted shares. These

investments represent a substantial portion of the company's business and are

vulnerable to fluctuations in the stock market. A.y decline in the price of quoted

investments may affect its financial position and results of operations. The value

of the company;s investments may be affected by factors affecting capital markets

such as pii." and volume volatility, interest rates, currency exchange rates,

foreign investment, government poticy changes, political and economic

developments, crude oil prices and economic performance abroad, etc. The

Company's success largely depends upon the quality and competence of its

management team urd k.y personnel. Attracting and retaining talented

professionals is therefore a k"y element of the company's strategy. The

iesignation or loss of key management personnel may have an adverse impact on

the tompany's business, its future financial performance and the result of its

operations.

As a non-deposit taking NBFC, the Company is subjectecl to regulations by Indian

governmental Authoriiies, including the Reserve Bank of India. Their Laws and

iegulations impose numerous requirernents on the Company includinguirements and liquid assets.rescribed levels of capital adequacy, solv


F.

SURYA INDIA LIMITED

There may be future changes in the regulatory system or in the enforcement of theLaws and regulations that may adversely affect the Company's performance.

Moreover, any slowdown in the economic growth in India could cause thebusiness of the Company to suffer. Recently, the growth of industrial productionhas been variable. Any slowdown in Indian economy could adversely affect theCompany's business.

Adequacy of Infernal Control:

The Company has an adequate internal controls system cornmensurate with itssize and the nature of its business. All the transactions entered into by theCompany arq duly authorized and recorded correctly: A11 operating parametersare monitored and controllcd. The top managemcnt and the Audit Cornmittee ofthe Board of Directors review the adequacy and effectiveness of internal controlsystems from time to time.

Human Resource Development

The Company believes that its people are a k"y differentiator, especially in

knowledge driven, competitive and global business environment. Adapting work

culture to suit the dynarnic balancing of people requirements and employee needs

is an ongoing process. Our people are the company's greatest assets. Your

company focuses on increasing the overall productivity per employee in the

challenging market conditions. Men are the only active agent and acts as a catalyst

in effective utilization of all other M's (Material, Machine and Money). The Board

of Directors of your company would like to place on record their sincere

appreciation for the efforts and contribution made by all the employees of the

Company in the challenging environment. Your Directors take this opportunity to

thank all employees for rendering impeccable services to every constituent of

Company, customers and shareholders. The Company has a well-defined

appraisal system to assess and reward the employees appropriately and also to

gauge the potentials of the individuals.

S e gment-Wise Perf ormance

The Company is into single reportable segment only.

I. Cautionary Statement

Investors are cautioned that this discussion contains statements that involve risksand uncertainties. Words like anticipate, believe, estimate intend, will, expect andother similar expressions are intended to identify "Forrvard Looking Statements".The company assumes no responsibility to amend, moilf)' ot re.zise any forwardlooking statements, on the basis of any subseqlrent developments, information orevents. Actual results could differ materially from those expressed or implied.Important factors that could make the difference to the Company/s operations

G.

H.

F- ANNUAL REPORT 2014-15

SURYA INDIA LIMITBD

include cyclical demand and pricing in the Company's principal markets, changesin Government Regulations, tax regimes, economic developments within Indiaand other incidental factors.

f . Appreciation

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the shareholders, bankers and other

€tovernment agencies dtrring the year under review.

K. Discussions on Financial Performance:

The brief on Financial Performance of the Company is already provided in theBoards' Report of the Company.

INFORMATION TO SHAREHOLDERS

The brief resume of Mrs. Preeti Agarwal is as under:

Background Details Aged 35 years/ Mrs. Preeti Agarwal,Managing Director, has beenassociated with Company Since 4thNovember 2011.. She holds a GraduateDegree and indulges in Companyaffairs more than tlrree years.

Remuneration Rs. 3,50 ,000 / - Per Month

Other Directorship Adhunik Realators Private Limited|ob Profile and his suitability Mrs. Preeti Agarwal is responsible for

duy to duy management andaclministration of the Company'sOperation and she is also the memberof Audit Committee and InternalComplaints Committee of theCompany.

Comparative remuneration profilewith respect to industry, size of theCompany, or relationship u'ithmanagerial personnel,

In the view of job responsibilities, theproposed remuneration is adequate,having regard to remuneration payableto other Directors of a comparableCompany.

Pecuniary relationship directly orindirectly with the Company, orrelationship with managerialpersonnel, if any

Mrs. Preeti Agarwal does not have anyother pecuniary relationship with theConnpany, besides the Remunerationbeing paid to her as Managing Directorof the Company.

E ANNUAL RBPORT 2014-15

ISURYA INDIA I-,IMITED

The brief resume of Mrs. Priyanka Agarwal is as under:

Background Details Aged 32 years, Mrs. Priyanka Agarwalhas been associated with CompanySince 24h December, 201A. She holds aGraduate Degree and indulges inCompany affairs more than three vears.

Past remuneration Rs. 3,50,000/ - Per MonthOther Directorship

Job Profile and his suitability Mrs. Priyanka Agarwal is responsiblefor duy to duy management andadministration of the Company'sOperation and she is also the memberof Internal Complaints Committee ofthe Company.

Comparative remuneration profilewith respect to industry, size of theCompany, or relationship withmanagerial personnel,

In the view of job responsibilities, theproposed remuneration is adequate,having regard to remuneration payableto other Exectrtive Directors of aqq!p?f4!le Company.


Mrs. Priyanka Agarwal does not haveany other pecuniary relationship withthe Company, besides theRemuneration being paid to her asWhole-time Director of the Company.

The brief resume of Mr. Ganesh Dass Agarwal is as under:

Background Details Aged 61, years, Mr. Ganesh DassAgarwal has been associated withCompany Since 18/03/2002. He hasbeen serving for the Company morethan L3 years.

Past remuneration Nil

Other Directorship Servo Foods Private Limited

Job Profile and his suitability Mr. Ganesh Dass Agarwal isresponsible for policy making decisionof the Company's Operation and alsothe member of the Audit Committee,Nomination and RemunerationCommittee, Internal ComplaintsCommittee and StakeholderRelationship Committee / InvestorGrievance Committee of the Company.

Comparative remuneration profilewith respect to industry, size of the

Not Applicable



Company, or relationship withmanagerial personnel,Pecuniary relationship directly orindirectly with the Company, orrelationship with managerialpersonnel, if any

Mr. Ganesh Dass Agarwal does nothave any pecuniary relationship withthe Company, besides thereimbursement of expenses, if any,incurred by him for and on behalf ofthe Company.

The brief resume of Mr. Kishan Behari lain is as trnder:

The brief resume of Mr. Manohar Lal Agarwal is as trnder:

Background Details Aged 65 years, Mr. Kishan Behari Jainhas been associated with CompanySince 18 / 03 / 2002. He has been servingfor the Company more than L3 years.

Past remuneration NiI

Other Directorship Bayana Intech Private LimitedUkrind Build Private Limited

job Profile and his suitability Mr. Kishan Behari Jain is responsiblefor administrative decision of theCompany's Operation and also themember of the Audit Committee,Nomination and RemunerationCommittee and StakeholderRelationship Committee/ InvestorGrievance Committee of the Company.

Comparative remuneration profilewith respect to industry, size of theCompany, or relationship with

4q4nagerial personnel,

Not Applicable


Mr. Kishan Behari Jain does not haveany pecuniary relationship with theCompany, besides the reimbursementof expenses, if any, incurred by him forand on behalf of the Company.

Background Details Aged 60 years, Mr. Manohar Lal Agarwalhas been appointed as Non-executiveDirector of the Company w.e.f. 01/02/2015.He holds a Graduate Degree and also thePromoter of the Company.

Past remuneration Nil

Other Directorship Haldiram Ethnic Foods Pvt. Ltd.Haldiram Manufacturing Co. Pvt. LtdHaldiram Marketing Pvt. Ltd.Haldiram Snacks Pvt. Ltd.


Haldiram India Pvt. Ltd.M. R. Equipment & Warehousing Pvt. Ltd.Bright Agrotech Pvt. Ltd.HR Snacks Pvt. Ltd.Haldiram Overseas Ltd.P. D. Techspace Pvt. Ltd.HR Exploration Pvt. Ltd.

]ob Profile and his suitability Mr. Manohar Lal Agarwal is responsible forpolicy making decision and administrativedecision of the Company's Operation andalso the member of the Nomination andRcrnuneration Committee and StakeholderRelationship Committee/ InvestorGrievance Committee of the Company.

Comparative rernuneration profilewith respect to industry, size of theCompany, or relationship withmanagerial persgnqef

Not Applicable


Mr. Manohar Lal Agarwal is also thePromoter of the Company and holding6,17,775 Equity Shares of the Company.


ShareholCing qf the Directors (A

Disclosure of resignation of DirectorsThe Company has complied all the relevant provisions related thereto.

Disclosure of Formal Letter of AppointmentThe Company has complied all the relevant provisions related with the appointment ofDirectors of the Company.

Proceeds from Public issues, Rights issue, preferential issues, etc.During the Year, the Company has not made any public issues, rights issue, preferentialissues etc.

In terms of the requirements of Clause 49 (IX) of the Listing Agreement, the ManagingDirector submitted necessary ceitificate to the Board of Directors stating the particulars

Mrs. Preeti AgarwalMrs. Priyanka AgarwalMr. Ganesh Dass AgarwalMr. Kishan Behari JainMr. Manohar Lal Asarwal

No. ofNilNilNilNil

uitv Shares of Rs. L0/- each

6,17,775

Name of Director

5,17,775


SURYA INDIA LIMITET}

specified under the said clause. This certificate has been reviewed by the AuditCommittee and taken on record by the Board of Directors of the Company and formspart of this report.

1.1-. REPORT ON CORPORATE GOVERNANCE

There is a separate section on Corporate Governance in the Annual Report of Companlrwith a detailed compliance report on Corporate Governance.

12. COMPLIANCE CERTIFICATE

The Compan)' has obtained a certificate from M/s. P. R. Kumar & Co. New Delhi theStatutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated in Clause 49 of the Listing Agreement and forms part of thisreport.

ADDITIONAL INFORMATION FOR SHAREHOLDERS:

General Shareholder's information

The details of Annual General Meeting held in last 3 years are given below:

Next Annual General Meeting is proposed to be held on Wednesday, the 30.09.2015 atJ-15, Hauz Khas Enclave, New Delhi- 110016 at L0:00 A.M.

Whether any Special Resolutions passed in the previous 3 AGMs: Yes, in AGM 20'1.4.

Whether any Special Resolution passed last year through Postal Ballot No

Whether any Special Resolution is proposed to be conducted through Postal Ballot No

Details of Non-Compliances by thg_.lCg. n0pe4y

Surya India Limited has generally complied rvith all the requirernents of regulatoryauthorities. No penalties/strictures were irnposed on the Company by stock exchangesor SEBI or any statutory authority on any matter related to capital market during the lastthree years.

Annual GeneralMeetine (AGM)

Day, Date & Time Venue

27th AGM

28th AGM

29th AGM

Saturday,29tn September 2012at L0.00 am

It4onday, 30th September 2013at 2.30 P.M.

Tuesday, 30th September 201'4at 1.00 P.M.

B-1/H-3, Mohan Co-operativeIndustrial Estate, Mathura Road,I.Jew Delhi-110044.B-1/ H-3, Mohan Co-operativeIndustrial Estate, Mathura I{oad,Nerv Delhi-110444.B-1/H-3, Mohan Co-operativeIndustrial Estate, Mathura Road,New Delhi-110044.

ANNUAI-, REPORT 2014-1 5


Registrar and Share Transfer Agent

Share transfer & other related activities (both physical & electronic) are being carried outthrough Company's Share Transfer Agent,M/s Skyline Financial Services Pvt. Ltd, D-153,4., 1't Floor. Okhla Indl. Area, Phase-l, Nerv Delhi-110020.

Share Transfer Svstems

The Company's shares are compulsorily traded in demat/electronic mode. Physicalshares, which are lodged with the Company or its Share Transfer Agent for transfer areprocessed and returned to the shareholders wittrin a period of 30 days frorn the date ofreceipt of such request(s).

CAlegories of Equity Shareholders as on 31.0J.2015

Category No. of shares o/o of shareholdinePromoters & PromotersGroup

35,62,026 50.99

Corporate Bodies other thanPromoters Group

17,05,974 24.42

Institutional Investors NilPublic 17,17,832 24.59NRIs/OCBs Nil

Distr.i.bution of S hareholding:

Top 10 Shareholders as on 31st March 2015

Name of Shareholders

Amit AgarwalAnand AgarwalManohar Lal AgarwalPankaj AgarwalHaldiram Manufacturing Co. (P) Ltd.

10.449.548.844.933.663.61,

Number of ordinary shares held

Up to 500501 -10001001- 20002001,- 30003001- 40004001- 50005001-1000010001& above

59.2224.4811.090.230.310.000.384.28

Number of Shareholders

59.2224.4811.090.230.310.000.384.28

No. of Sharesheld

o/o af holding

1,23456

7,29,5316,66,2506,17,7753,44,5182,55,5002,52,174

EAnkit Asarwal

ANNI,TAL REPORT 2014-15

SURYA INDIA LIMITED

789

10

Nimit AgarwalMadhusudan AgarwalPMC Fincorp Limited (Previouslyknown as Priti Mercantile Co.Limited)Maniu Agarwal

2,52,1,482,2't,4772,08,125

2,00,425

3.613.172.98

2.87Total 37,47,923 53.55

Dematefialization. of Equily Sha,res UrrI liquidilv_

As on 31 .03.2015 of the total eligible Equity Shares, 58.10% were held in dematerializedform and rest shares are in physical form. The Company offers simultaneot's transfer-cum de-mat facility to its investors as required by SEBI rules.

Means of Communication

Quarterly & Half-yearly results were published in Ncwspapers in The Financial Express,Naya India in both Hindi and English language. The un-audited financial results and thequarterly distribution schedules are filed with Stock Exchange(s).

FiJrancial Calendar

Accounting Year April-MarchFirst Quarter Results Last week of JulySecond Quarter/ Half vearlv results Last rveek of OctoberThird Quarter Results Last week of JanuaryFourth Quarter results Last week of April of next financial year

Date of Book Closure

The Register of Members & Share Transfcr Pegister shall remain closed from 24tJ,September, 2015 (Thursday) to 30th Seoternber, 2015 (Wednesday) (both days inclusive)for the purpose of the Annual General lvleeting.

Listing gn Stock Exgharygq

The Company has received in principle listing approval for listing of its equity sharecapital on BSE l-imited on l.'t July, 2015 and trading approval on 6tn Jul/ , 2015 underDirect Listing Norms of SEBI.

Earlier, the equity shares were listecl on Delhi Stock Exchangc Limited ancl Uttar PradeshStock Exchange Limited. The SEBI has r,r'ithdran n the .recogtitio:l of both the StockExchanges.


SURYA INDIA LIMITEDRegd. Office: B-l/H-3 Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044.

Tel: +91 11 45204115118; Fax: +91 l1 28898016; Email : [email protected]'

CIN- L7 4899DL I 985PLC0 I 999 1 ; Website: www.suryaindialtd.com

Market Price Data

During the financial year 2014-15, there was no trading in the Equity Shares of the

Company.

Request to investors

Investors/ members are requested to kindly note the following procedure:

If you are holding shares in physical mode, please communicate the change in

address , if any, dirLctly to the registered office of the Company or Company's Share

Transfer Agent at the addresses given elsewhere. However, investors holding shares

in electronic form are requested to deal only with their depository Participant in

respect of change of address.

Address of Correspondence

Company's Registered office: B-1 /H-3,Mohan Co-operative Indl. Estate, Mathura

Road, New Delhi-110 044.

Shares Transfer Agent's office: Skyline Financial Services (P) Limited, D-l'53A, 1't

Floor, Okhla Indl. Area, Phase-l, New Delhi-L10020.

For and on behalf of the Board of Directors

r1 r.r--*.vl ".ldN.-/

\ ' " " - ' '

(Preeti Agarwal)Managing Director

DIN:0001.1450Add: I-ls,Hauz Khas Enclave,

New Delhi-110016

(PriyaWhole-time Director

DIN: 07989753Add: I-\s,Hauz Khas Enclave,

New Delhi-1.10016

Date: 31st Aug;tlst, 2015Place: New Delhi

LimitedIndiaurya

?


SURYA INDIA LIMITED

Date: 31st August, 2015Place: New Delhi

Registered Office : B-1/H-3Mohan Co-operative lndl. EstateMain Mathura RoadNew Delhi - 110044tel. : +91 11 45204115fax : +91 11 28898016emai l .cs@hald i ram.comWebsite : www.suryaindialtd.comCIN : 174899D11985P1C019991

DECLARATION FOR COMPLIANCE WITH CODE OF CONDUC]T

To

The Members of Surya India Limited

I hereby confirm that all Board Members and Senior Management Personnel have

affirmed compliance with the Code of Conduct for Directors and Senior Management as

approved by the Board for the financial year ended March 31st, 2015.

For and on behalf of the Board

n' l

\1.'9Preeti Agarwal

(Managing pirector)DIN: 0001L450

Add: J-Is,Hauz Khas Enclave,New Delhi-110016

SURYA INDIA LIMITED Registered Off ice : B-1/H-3Mohan Co-operative lndl. EstateMain Mathura RoadNew De lh i - 110044tel. : +91 11 45204115f a x : + 9 1 1 1 2 8 8 9 8 0 1 6emai l cs@hald i ram.comWebsite www.suryaindialtd.comCIN : L74B99DL1 985P1C019991

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION TO THEBOARD

(Under Clause 49(IX) of Listing Agreement)

We Certify that

a) We have reviewed the financial statements and the cash flow statement for the year201+15 and that to the best of our knowledge and belief:

material fact or contain statements that might be misleading;

are in compliance with existing accounting standards, applicable laws andregulations;

b) There are, to the best of our knowledge and belief, no transactions entered into by theCompany Curing the year 201,4-15 which are fraudulent, tllegaiJfrr violative of theCompany's code of conducU

c) We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systems ofthe Company pertaining to financial reporting and we have disclosed to the auditorsand the Audit Committee, deficiencies in the design or operation of such internalcontrols, rt any, of which we are aware of and the steps we have taken or propose to taketo rectify these deficiencies.

d) We have indicateci to the Auditors and the Audit Committee -

2014-75;

have been disclosed in the notes to the financial statements; and

therein, rf any, of the management or an employee having a significant role in theCompany's internal control system over the financial reporting.

a d'l.tultPreeti'Agarwal(Managing Director)DIN: 0001L450

Date: 31't August, 2015Place: New Delhi

u.{_-(1 ,"*\-,

Ram Babu Goyal(Chief Financial Officer)PAN: AFVPGmfiA

g.'g{.fugffir.C.-214 Safdar jung Deve lopment Area, Ma in Aurob indo Marg , New De lh i - l -10016, Ind ia

T e l . : + 9 1 ( 1 1 \ 4 7 1 . 1 8 8 8 8 , F a x : + 9 1 ( 1 1 ) 4 7 1 1 8 8 5 5

E - m a i | : p r_k u Jn a 1 @ p r kqm a r. E o m, We b s i t e : !v r^Lw.plkum r1.c_o1u

Certificatqgn Complignce with Clause 49 of the Listine Aereement(corpo."t" Gou"rn.n." corpli"n." c"W

To

The Members of Surya India Limited

We have examjned the comptiance of conditions of Corporate Governance by SuryaIndia Limited for the year ended 31't March,2015 as stiputated in Ctause 49 of theListing Agreement of the said Company with the Stock Exchange.

The Comptiance of conditions of Corporate Governance is the responsibitity of theManagement. Our examination was timited to the procedures and imptementationthereof, adopted by the Company for ensuring the comptiance of the conditions ofCorporate Governance. lt is neither an audit nor an expression of opinion on theFinancial Statements of the Company.

In our opinion and to the best of our information and according to the exptanationsgiven to us, we certify that the Company has comptied wiln the conditions ofCorporate Governance as stiputated in Ctause 49 of the Listing Agreement.

We state that no grievance is pending for a period exceeding one month with theCompany.

We further state that such comptiance is neither an assurance as to the futureviabitity of the company nor the efficiency or effectiveness with which theA{anagement has conducted the affairs of the company.

For P. R. KumarChartqred Acco

/ 1 4

r,,['[T$,h,h

J\'/ '- \ zPtace: New Dethi

Date: 31't August, 2015(DeepakPartnerM. No. 501615

Annexure-II

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN OF SURYA INDIA LIMITEDAs on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2(n3 and rule 12(1) of the Company (Management & Administralion ) Rulee, 2014.I REGISTRATION & OTHER DETAILS:

CIN | -7 4899DL1 98 5 P LC 0 79991

I t Registration Date 37/01/1e85l l l Name of the Company Surva India Limited

IV Category/Sub-category of the Company Public Listed Company/ NBFCV Address of the Registered office B-7/H-3, Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi-

170044

V I Contact details 017-45204115/118/700

vu Whether listed company Yes

vl l l

Name, Address, Contact details of the Registrar

& Transfer Agent, if any.Skyline Financial Services Pvt. Ltd. , D-1.53 A, Lst Floor, Okhla Industrial Area,Phase -1, New Delhi- 110020. Contact: 011-26812682-83/e732681,-88

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYSurya India Limited (registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company), engaged mainly, inthe business of providing Loans & Advances and hvesting in shares, both quoted and unquoted. The Company offersspecialized solutions for meeting specific liquidity requirements with technical insights into capital markets.

SL No Name & Description of mainproducts/services

NIC Code of theProduct/service

0/o to total

turnover-l

Interest Income 65923 37.43o/"

2 Rent Income from Immovable ProperW 701.06 61,.80%

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIESSINo Name & Address of the Company CIN/GLN/Company No. Holding/

Subsidiary/Associate

o/o of

sharesheld

ApplicableSection

7 Haldiram Marketins Pvt. Ltd. u7 4899DL1 98 2PTC 0 1329 6 Associate 49.69% 2(612 Haldiram Snacks Pvt. Ltd. u7 4899DL1 98 9 PTC0 37 7 32 Associate 2(6l3 M. R Equipment & Warehousinq Pvt. Ltd. u7 4899DL1 98 5 PTC021 8 5 5 Associate 2(61A+ Haldiram Products Pvt. Ltd. u1 5490DL1 996PTC081 504 Associate 2(615 Haldiram Manufacturins Co. Pvt. Ltd. u7 4899DL1 994 PTC 0 5937 0 Associate 2(6)6 Brieht Asrotech Pvt. Ltd. u01 520DL2006PTC1 55931 Associate 11..60% 2(6),f P.D. Techspace Pvt. Ltd. u72900DL2012WC229794 Associate 2(6)8 HR Exploration Pvt. Ltd. u1 4200DL2006PTC 1 55907 Associate 2(6)9 Haldiram Ethnic Foods Pvt. Ltd. u 751.22DL2003 PTC 1 22260 Associate 2(6)10 Adhunik Realators Pvt. Ltd. u70109DL2007mC158116 Associate 39% 2(6)

1 1 I{R Snacks Pvt. Ltd. u 1 5 4 1 0 D L 2017PT C21 4258 Associate 2(6)12 Haldiram lndia Pvt. Ltd. u7 4899DL1 99 5 PTC 0 7 1180 Associate 2(6\13 Haldiram Overseas Ltd. 4474174 Associate 2(6)

STIRYA INDIA LIMITED

ANNTJAL REPORT 2OI4.I5

SURYA INDIA LIMTTED

IV

( r )SHAREHOLDING PATTIRN (Equity Share capital Break up as Yo to total Equity)

Ca te gorv -rn' i se Shqfch qldqg

Category of Shareholders No. of Shares held at the beginning of theyear

I.lo. of Shares i.eld at the end of the year 0/o changeduring the

year

Demat Physical Total % of TotalShares

Demat Physical Total "h of.Total

Shares

A. Promoters

OLb4sa) Incliviclual/ HtJF 2,700,807 439,025 3,739,926 44.95 2,700,801 355,725 3,056,526 43.75 -1.2

b) Central Govt.orState Clovt.

0 0 0 0 0 0 0 0 0

c) Bodies Corporates 505,500 0 505,500 7.24 p05,5oo 0 505,500 7.24 0d) Bank/FI 0 0 0 0 0 0 0 0 0e) Anv other 0 0 0 0 0 0 0 0 0

SUB TOTAL:(A) (1) 3,206,307 439,025 3,645,326 52.79 3,206,301 355,725 3,562,026 50.99 -1.2

2) Foreisna) NRI- lndividuals 0 0 0 0 0 0 0 0 0b) Other Indivicluals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) Banks/FI 0 0 0 0 0 0 0 0 0e) Anv other. . . 0 0 0 0 0 0 0 0 0

suB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0

Total Shareholding ofPromoter(A)= (A)(1)+(A)(2)

3,206,301 439,025 3,645,326 52.79 3,206,307 355,725 3,562,026 50.99 0

B. PUBLIC SHAREHOLDNG

1.) Institutionsa) Ir4utual Funds 0 0 0 0 0 0 0 0 0b) Banks/FI 0 0 0 0 0 0 0 0 03) Cenntral govt 0 0 0 0 0 0 0 0 0l) State Govt. 0 0 0 0 0 0 0 0 0:) Venture Capital Fund 0 0 0 0 0 0 0 0 00 Insurance Companies 0 0 0 0 0 0 0 0 0

S) FIIS 0 0 0 0 0 0 0 0 0h) Iroreign Venture

Capital Funds0 0 0 0 0 0 0 0 0

)Others (specify) 0 0 0 0 0 0 0 0 0

SUB TOTAL GX1): 0 0 0 0 0 0 0 0 0

(2)Non Institutionsl) Bodies corporates 0 1.,705,974'1.,705,974 24.42 0 '1.,705,974't,705,974 24.42 0b) Individuals 0 0 0 0 0 0 0 0 0i) Individual shareholders

holding nominal share

capital upto Ils.1 lakhs

0 667,282 667,282 9.55 0 697,'1.82 697,182 9.98 0.43

ii) h'rclivicluals

shareholders holding

nominal share capital in

excess of Ils. 1 lakhs

852,670 774,640 967,250 13.84 852,610 158,040 1,020,650 1,4.6't 0.77

J Others (specifv) 0 0 0 0 0 0 0 0 0

SUB TOTAL (BX2): 852.610 2,487,896 3,340,506 47.87 852,610 2,571,796 3,423,806 49.01 1.2

fotal PublicShareholdingfB)= GX1)+G)(2)

852,610 2,487,896 3,340,506 47.81 852,610 2,571,196 3,423,806 49.01 t.2

C. Shares held byCustodian forGDRs & ADRs

0 0 0 0 0 0 0 0

Grand Total (A+B+C) 4,058,91,1 2,926,921 6,985,832 100 4,058,91L 2,926,921.6,985,832 1.00 (0.00)N N I I A I , R DPORT 20

begginning of the year

Shareholding at the

end of the year

7o of total shares

of the company

7o of total shares

of the company

617,775

22t .477 221.477125.950

3 4 4 , 5 I 8

Haldiram Manufacturing Co. Pr4. Ltd

$!|'rg* Yg!.tng rrt. ltaI{aldrram Products Pvt Ltd.

* N o t e T h e a b o v e p e r s o n s w i t h m a r k ( t ) d o n o t f a l l u n d e r t h e c a t e g o r y o f " P r o m o t e r s a n d P r o m o t e r s C r o u p ' w . e . f 2 2 n d S e p t e m b e r , 2 0 1 4 . N o w , t h e y h a v e b e e n

categonsed in "Pubhc Group".

( i t r ) Chanqe in Promoters '

Note W.e.f. 22nd September 2014, Seven person holding 83,333 total no. of equity shares do not fall under the catcgory of Promoters and Promoters Group. Now, they have

changed from the category of"Promoter and Promoter Group" to the category of"Public Group".

holding at the beginning of the

of total shares

the company

At the besinnins of the

As on 22nd September 2014, Categoryfrom the category of

and Promoter Group" to the

At the end ofthe

As on 22nd September 20 I 4, Category


At the end of the

As on 22nd September 2014, Category


At the end of the

Mrs. Kanta Devi



At the end of the



At the end of the

7,e00 l0 l r lAs on 22nd September 20 I 4, Category

Promoter and Promoter Group" to the

of "Publ ic Croup"

Mr. Prushot tanr Goval


"Promoter and Promoter Group" to the

At the end of the

SIJRYA INDIA LIMITED

ANNUAL REPORT 2OI4-T5

SURYA INDIA L IMITED( iv ) Shareholding Paffern of top ten Shareholders (oihcr than l)irecors, Promoters & Holders of GDRs & ADRs)

Sr . No. Name of Shareholders Sharehold ing at the beginning of the

year

Date wise increase/decrease inPromoters Share holding duringthe year specifying the reasonsfor increase / decrease

Cumulative Shareholdingduring th:e year

Shareholding st the end ofthe vear

No.of shares o% of total shares

of the company

No.of shares /o oftotal shares

rf the company

No ofshares % of totalshares ofthecompany

No.of shares % of total;hares ofthe:ompany

I Ankit Agarwal 2s2t 7 4 3 . 6 1 ) .00 252. t '14 3 . 6 l 2s2,t74 3 . 6 12 Ninrit Agarwal 252 . t48 3.6 r 0 ) .00 2s)t 4 8 3 . 6 1 252,148 ] . 6 1

:l l'}N4C Fincorp Ltd. (Previously known['riti N4ercantile Co. Ltd.)

208, I 25 2.98 0 ).00 208,12s 2.98 208.t25 2.98

4 Adonis Stock & Shares Private l-td. | | 0,000 5 7 0 ).00 I t0,0c0 1 . 5 7 r t0,000 t . 5 7

5 Consiellation Capital Ltd )6.500 l . 3 8 0 ).00 96.500 t . 3 8 96,500 t . 386 Yoseshwar Sinsh 87,600 1 . 2 5 0 ) .00 87.600 t . 2 5 87.600 1 . 2 57 Niranian Kurnar Goel 87,440 | . 2 5 0 ) 0 0 87..140 1 . 2 5 87,440 | . 2 58 Taral Vincon Private Ltd. 35,520 t . 2 2 J.00 85,520 t . 22 85,520 | . 22I Asha Sineh 85.424 t . 2 2 1.00 85,424 1.22 85,424 1.22t 0 Kvoto Merchandise Pvt. l-td. 81 , t 20 t . l 6 ).00 I ,120 t . t 6 8 1 . 1 2 0 l . t 6

( v ) Shareholding of Directon & Key Managerial Pcrsonncl

Sl. No, Name Designation Shareholding at the beginning of

fhe yearDate wise Increase/ Decrcesc inSharc holdingduring the year

Cumulative Shareholdingduring the year

Shareholding rt tbc endof thc ycrr

No. ofshares oZ of total

shares

No. ofshares V" oi totalsharcs

No. ofshares Yo of tot lshares

I It4r. Rarn Babu Coyal lndependent and Non-Executive

Director

503 J.0072 Rcsigned from thedirectorship w.e.f.0lt02t20ls

503 0.0072 Nil Nil

2 N4rs. Preeti Aqarwal Managing Director N i t N i l Ni l Nit Nit Ni l

.) lvlrs. Privanka Aqarwal Whole-Time f)irector N i l N i l Ni l N i l N i t Ni lAa Mr. IQg BehariJain Independent and Non-Executive

Director

N i l N i l N i l N i l Ni l Ni l

5 Mr. Canesh Dass Agarwal Independent and Non-Executive

Director

Nil N i l Ni l N i l Nit Nil

6 Mr. Manohar t,al Acarwal Additional Director N i I N i l Appointed as an

Additional Director

w.e.f .0110212015

6t7.7758.84 6t7,7758.84

1 Mr. Ram Babu Goyal Chief Financial Officer N i l Ni l Appointed as CFOw.e. f . 0 l /O2 l20 l5

503 0.0072 503 ).0072

8 Mr. Jitesh Grover 3ompany Secretary Ni l N i l Ni l Ni l Ni l Nit

ANNUAL REPORT 2OI+15

V INDEBTEDNESSSURYA INDIA LIMITBD

Amount (in Rs.)Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loansexcluding

deposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtness at the beginning of thefinancial year

i) Principal Amount

ii) Interest due but not paid

ii i) Interest accrued but not due

Toral (i+ii+iii)

Change in Indebtedness during thefinancial year

Additions 5,800,000 5,800,000ReductionNet Change 5,800,000 5,800,000

Indebtedness at the end of the financialyear \

i) Principal Amount 5,800,000 5,800,000ii) Interest due but not paid 1,0,297 10,297iii) Interest accrued but not due

Total (i+ii+iii) 5,810,297

ANNUAL RBPORT 2OI4.T5

t1. Ilemuneration to Managing Director, Whole ti'ne director

Sl.No Particulars of Remuneration Name of the MD/WTDAIdnager Total Amount

Mrs. Preeti Agarwal,Managing Director (inRs.) per annum

Mrs. Priyanka Agarwal,Whole-time Director (inRs.) per annum

(in Rs.) per annum

Gross salary

(a) Salary as per provisions contained in section

1,7(1,) of tlre Income -I'ax.1,961,.

3,900,000 3,900,000 2800,000

(b) Value of perquisites u/s 77(2) of the Income taxAct,'1961

Nil Nil Nil

(c ) Profits in lieu of salary under section 17(3) otthe Income Tax Act, L961

Nil Nil Nil

Stock option Nil Nil Nil

Sweat Equity Nil Nil Nil

Commission NiI Nit Nil

as % of profit Nil Nil Nil

others (specify) NiI Nil Nil

C)thers, please specify Nil Nil Nil

Total (A)

Ceiling as per the Act 8,400,000 8,400,000 16,800,000

B. Remuneration to other directors:

Sl.No Particulars of Remuneration Name of the Directors Total Amount

1 Independent Directors Mr. Ganesh Dass Agarwal,Non-executive IndependentDirector

Mr. Kishan Behari fain,Non-executiveIndependent Director

(in Rs.) per annum

(a) Fee for attencling board committee meetings Nil Nil Nil

(b) Commission Nil Nil Nil

(c ) Others, please specify Nil Nil Nil

Total (1)

2 Other Non Executive Directors Mr. Manoha Lal Agarwal, Additiona Director

(a) Fee for attending

boarcl committee meetings

Nil Nil Nil

(b) Comrnission Nil Nil Nil

(c ) Others, please specify. Nil Nil Nil

Total (2) Nil Nil Nil

Total (B)=(1+2) Nil N I Nil

Total Managerial Remuneration Nil N I Nil

Overall Cieline as per the Act. N.A. N.A. N.A.

C. Remuneration to Key Managerial Personnel other than MDIVIANAGEIVWTD

Sl. No. Particulars of Remuneration Key Managerial Personnel Total Amount

Mr. Jitesh Grover, CompanySecretary

*Mr. Ram Babu Goyal,CFO

(in Rs.) per annum

1 Gross Salary

(a) Salary as per provisions contained in section'17(1) of the Incorne Tax Act, 1961.

900,000 182,000 1,082,000

(b) Value of perquisites u/s 17(2) of the IncomeTax Act,1961

Nil Nil Nil

(c ) Profits in lieu of salary under section 17(3) of

the Income Tax Act, 1961Nil Nil Ni

2 Stock Option Nir Nil Ni

3 Sweat Equity Nil Nil Nil

4 Commission Nil Nil Nil

as % of profit Nil Nil Ni

others, specify Nil Nil Ni

5 Others, please specify Nil Nil Ni

Total 900,000 182000 1,082,000*Note: Appointedut.e.f. 0'1/02/2.015

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELST]RYA INDIA LINIITED

ANNTJAI, REPORT 2014-I 5

WISURYA INDIA LIMITED

PENALTIES/?UNISI{MENTCOI,IPCUNIIINTG OF OFFENCES

Typu Section of theCompanies

Act

BriefDescription

f)etails ofPenalty/PunishmentCompounding fees

imposed

Authority(RD^vCLr

/Court)

Appeal madeif any (give

details)

A. COMPANY

Penalty Nil Nil Nil Nil NiIPunishment Nil Nil Nit Nit NilCompounding Nil Nil NiI Nil Nil

B. DIRECTORS

Penalty NiI Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nit Nil Nil Nil Nil

C. OTHER OFFICERS IN DEFAUL]I

Per.ralty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompoundinq Nil Ni l Nit Nil Nil

For Surya India Limited

""'**.\ r' '***'" t-n-*""k;I":

Preeti Agarwal(Managing Director)DIN:00011450Add: I-15,Hattz Khas Enclave,New Dell'd-110016

Priyanka Agarwal(Whole-time Director)DIN:01989753Add: I-ls,Hauz Khas Enclave,New Delhi-110016

n

i'r-"7

ANNUAL REPORT 2OI4-T5

ffi$P. Kathuria & AssociatesCompany Secretaries 401, Prabhai K i ran Bui ld ing,

17, Rajendra P lace, New Delh i -110008Phone :25821236 Telefax : 25823845

E-mail : [email protected]

SIiCI{ET AIIIAI, AUDI'tr' REPOITI'ITOR'I 'HI., F' INANCIAI- YEAR RNDED ON 3IS'I MAIICH,2O15

[Pursunnt to set:t ion 204(1) uf the Cionrpanies Act, 2013 ancl Rule No.9 of ' I 'hc Comparries

(Appointment and Remuneration Personnel) I{ .ules, 20141

' l 'o'[ ' lre

N4enrbcrs.Surva Incl ia l- i rnitecl (CIN: l-74899D1. l985P[,CO | 9991 )Ner, r ,Delh i

I havc conducted the secretarial auclit o1'the compliance o1'applicable statutory provisions andthe aclherence to good corporate practices by Surya Inclia Limited (hereinafter called thecomparry). Sccretarial Audit r.vas conclucted in a ntanner tlrat provided trle a reasopabrle basis fclrcvalurating tlte corporate conducts/statutory contpliances and expressing rny opinion therecln.

l]asecl on nt,v vcrification of'the company's books, papers. minute books. lbrms and returns fileclancl other rccords maintained by the company and also the inlorrnation provicled by" theCompany, its officers. itgents and authorized reprcsentatives cluring the concluct of secretarialaudit, I hereb,v report that in rnv opinion, the company has, durilrg the audit period covering thefinancial vcar endecl on lrrlarch 31,2015 cornplied rvith the statutory provisions listecl hereunclerattcl also that the Cornpany has proper Boarcl-processes and compliance mechanism in place tothe extent, in tlte manner and sub.ject to the reporting ntade hereinatler:

I havc cxamined the bool<s, papers" rninute lrooks, forms and returns filed and other recordsntaintained b""" the cornpany tbr the finarrcial ,'-ear errded on lv{arch 31, 2015 accordins to theprtx,isions of :

(i) The Cornpanies Act, 20 l3 (the Act) and the rules made thereuncler;

(i i) ] 'he Securit ies Contracts (ltegulation) Act, 1956 ('SCRA') and the rules made thcrcunder;

(iii)'t'he Depositories Act, 1996 and the Regulations and Bye-larvs f'ramecl thereunder;

(iv) Foreign F,xchange lr4anagement Act. 1999 and the rulsrs ancl regulations made rhereunder totlte extettt of 'Foreign Direct Investmcnt. Overseas L)irect lnvestment and Extemal Commercial[]orrou,irtgs-Not r\pplicable as there is no lroreign Direct Investmento Overseas Directlltvestmettt iutcl Iixternal Comnrercial llorrorvings in the ComJlany during the [inancialt,ear trnclcr reviery.

(r ' ) ' l 'he ftr l lorving [{cgulat iorrs ani j Cuiclel ines plescribed under the Sectrr i t ies anel Lixchange

l]uarcl ol ' l rr t l ia i \ct" l t)92 t, ' SEIII Acr') :

in) I' lre Secrrrities arcl Exchange f]oarcl of lndia (Substantial Acquisition of Shares and

l sl ir :ovcrsl l tegrr lat ions, l0 | l :

(b) 'l 'he Securities ancl Llxchange Board of tnclia (Prohibirion of'lnsicler Trading) Regulatiotts,

r 992;

' l 'he Sccurir ics ancl F.xchange Board of India ( lssue of Capital arrd Disclosure

ltcc;uirerrrcnts) Regulat ions* 2009- i \ot ApplicaLrle as the Ctlmpany t l i t l not issue anv

seicurities cluring the finarrcial "veat" tlttder review.

I'hc Sc'ourities and [xchange [foard ol' lndia (Errtployee Stock Option Schcme ancl

|,rnployee Stocli Purchase Scherne) Cuidelines, I999- Not Appliczrble as the Contpany

has n6t granted any Options to its ernployees during the linancial year under

rcvicw.

(e) 'l 'hc

Sccurriries ancl Exchange lSoarcl ol' lndia (lssue and l-isting of Debt Securities)

ttegulations, 2008- Not ;\plll icable as the Company has not issue or listed all.v debt

secul'ities during the linanc'ial year under revi$lv.

(l) ' l ' lre Scrcurities ancl Exchange Lloard of lndia (llcrgistrars to an Issue and Share Transl'er

Agenrs) Regulat ions, 1993 regarding the Conrpanies Act and cleal ing with cl ient.

(g) f lre Securities ancl Exchange Board ot' India (Delisting of l:quity Shares) llegulations,

2009- Not Applicatrle as the Company has not get delisted its equity shares from any

stoclt cxchange during the I ' inirncial ycar under rt 'v icl .

(h) The Securit ies ancl Exchange Boarcl o1' lndia ( lSuyback of Securit ies) I tegulat iotts, 1998-

Nrtt Applicable as the Conrptrny has not bought back any of i ts securit ies during t l tc

I'irrancial year under revierv.

(vi)Orher. larvs applicable specifically to tlie Conrpany as per the representation given by the

c0nlpany.

I l ravc also examined compliancc r.vi th the applicable clauses of the tol lowing:

Secretarial Stancla;cls issuecl b;- Ttre Institute of Company Secretaries of India. (Notilied but

el l 'ect ive f iott t l ' ' . luly, 20 I 5).

'l 'he Listipg ;\greernents enterecJ into by the Company rvith Dellri Stock Exchange & Llttar

Pradcsh Stock l:)xchange(Exccpt Listing Agreement entered into by the company rvith Borrrbay Stock Exchange on l5'r'

cla.v of ' .1u1y,,2015, w'hich fal ls outsicle the period covered in Secretarial Aucl i t)

Durring rlrc pcriocl unclcr revierv the Llompany has c<lmplied with the provisions o1'the Act.

I{egulatiops. (juic{elines etc. mentionecl above except to the exteltt as mentionecl belorv:

( c i

( d )

( i )

( i i )

Irortt t i \ {G"l ' - t4 has not been t l led on passing of Board Resolut i t-rns on I1.08.2014 irr reggrd toreatrlpoilttnrenl ol'lr, ' lanaging Dircctot, e.xercising the pr:.'uver of borror.l,,ing urgnies, grant Loans orgivrr slrarantee or prrlrrickr sccurity in respect of loans and approval of Boarcl's Reporr inac:cordancc rvith the provisions t>f ' Sec I l7( jXc), 179(3)(cl), 179(jXf) and lTg(3Xg) of theCornpanies,{ct, 2{l l -1 l 'espectively. Hou,ever C"ompany'has l l lecl Fgrnr \ , lGT -14 ol. BoarclILesoltrt iotr passecl on I l .0tt .20l4 oniy lor npproval o1'unituditecl l lnarrcial results f trr thc qual-terencled on i0 t " . lune, 2014.

I firrthcr rcport tlrat tlre Board o{' Directors of the Company is clulv constituted rvith propertralancc ol' []xectrtive Directors. Non-[J.xecutive Dircctors ancl Independent Directors. 'fhe

changes in the cornposition of the Board of Directors that took place cluring the period unclerrevierv were carriecl out in compliance with the provisions of the Act.

Adecluate ntltice is given to all dilectors to scheclulc the Board N,,leetings. agenda and cletailednotc-s on agelrda werc setlt at least seven days in advance, and a system exists 1'or seeking andotrtainine ltrther irrforrnation and clarificaticlns on tlre agenda iterns bcfore the meeting u,t,l fbtnreaninsitl palticipatiorr at tlrc rneeting.

All clecisions at fJoard N'teetings and Contmittee N{eetings were carriecl out unanimously asrecorded in the ntinutes ol'the meetings cl{'the l}oard of Directors orCommittee of the BoalJ, asthc case rnay be.

'J'here wAS t1o dissenting vote ftrr any matter,

I firrtlrer rcport that I have relied on the representation rnade by the Compapy ancl its officers ttlrsysLcttt atttl mechanism lbrmed by the Company fbr cornplianc'es uncler other applicable Acts,l.Au's ancl Ilegulations to the C-ompany. J'herefore, I anl of the opinion that the managenrent hasaclcqttalc systcms anci processes in the conrpany conrmcnsurate r.vitlr the size ancl operations ofthe compenl ' to monitor and ensure cortrpl iance rvith appl icable larvs, nles, regulat ions andgu iclcl ines.

I firrther report that, drrring the audit periocl. the Cornpany has undertaken event/action havilg ahearing orr the Ctlmpanv's alfairs in pursuancc of the abclve refemed laws, rules, regulatiops,guidelines. etc. refbrrecl to above viz.

The cornpany has obtained in principle approval for l isting of 69,85,832 Eqgity Shares of Rs.l0l- crach on the Bombay Stock Exchange uncler Direcr Listing vicle letter datecl July l, 2015.

'['his reptlrt is to hre read rvith my letter of even date which is annexed as Annexure I and lbrmsan integral parr of this report.

Pl,,.\Cli: N EW DliLI"llDA'l ' ! l : 31.0t1.2015

(PRADBEP KATHIJRIA)FCS 4655cP 3086

ONIPANY SIICRE'Ii

\ l l ! t ,

\1{Arr-/--"**J

$$P. Kathuria tr AcsociatesCompany Secretaries 401, Prabhat Kiran Bui ld ing,

17, Rajendra Place, New Delhi-1'10008Phone :25821236 Telefax : 25823845

E-mait : [email protected]

2,

'Annex.ure I '

t .

I r t-l 'hc

l\,lerribcls.Sur,v;r inci i i i Lirnitecl (CIN: l-74899DI- I 985PLCO I 999 | )Neu. [)elhi

i\rll 'report of'even date is to be read along rvith this letter.

\4aintenattce of secretarial record is the responsibilit-v of the management ol'the cornpany. lv{yresponsibility is to express an opinion on these secretarial records hasecl on my ar,rdit.

I have lollolvecl tlre auclit practices and processes as were appropriate to obtain reasonatrleassurance about tlte correctness of the contents of the secretarial records. I believe that theprocesses and practices I fbllor,ved provicle a reasonable basis for my opinion.

I lrave not verified the correctness and appropriateness of flnanciel record and Books o1'Accttttttts ol'the company since the sarnc have been subject to review by Statutory Auclitor.

Whct'c'cvcr t'cclLtit 'ccl, I havc obtaincd thc l\ 'tanagcmcnt rcprcscntation about the compliance ol'laws, rules ancl regulat ions and happening of events etc.

'l 'he Cornpliance ol'the provisions of Corporate and other applicable laws, r'ules, regulations,

standarcls is the responsibility of n'ranagement. l\ ' ly examination was lirnited to tlre verification ofproccdures 0n test basis.

6. Thc Sccletarial Audit report is neither an Rssurance as to the firture viability ol'the, company norol'the efliciency or eft-ectiver)ess rvitli 'uvhich tlre management lras conducted the atf'airs of thecompany.

a

,Iq.

) .

PLACU: NliW DIILHIDA I'I i : 31.08.2015

(PRADEIIP KA'I'IIURIA)FCS 4655cP 3086

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( i)

Director's Name Ratio to median remuneration

54.15 : 1

^( c^- v"_!rye$".n9:94 54.15 : 1Y

Financial Year 2014-15Mr. Manohar Lal Agarwal Nil

Mr. Ganesh Dass Aqarwal Nil

Mr. Kishan Behari Jain Nil

(ii)

'Ihe percentage increase in remuneration of each Director

D irecto/ {C FO/C E O/C SAr ana gername

7o age increase in remuneration

Mrs. Preeti Agarwal, Manag- rg

Director

8.33%

Chief Financial Officer, Chief Executive Officer, Company

Secretary or Manager, if any, in the Financial Year 2014-1.5

compared to median part of the year

Mrs. Priyanka Agarwal, \M,ol :-time

Director

8.337.

Mr. Ram Babu Goyal, Chie i Financial

Officer

Appointed w.e.f . 07 / O2 / 2075

Mr. Jitesh Grover, Companv Sc:retary 75.38%

( i i i ) Percentage increase in the rnedian remuneration of

employees in the Financial Year 201,4-1,5 as comparecl to

20't3-74

33.38%

( iv)No. of permanent employees on the rolls of the Company

(other than KMIr & Directors)

As on 31.03.2015 As on 31.03.20144 J

(v) Explanation on the relatioruhip between average increase in

remuneration and the Company performance

The Company's revenue from operations has been increased by 17.66'/o

whereas median remuneration of the employee has increased by 33.38%,

since the Company is in the business of NBFC where manpower is the core

assets of the Company therefcre, it focus on retention of its core employees.

(vi) Comparison of the remuneration of the Key Managerial

Personnel against the performance of the Company

'fhe Company's revenue from operations has been increased by 77.66'/'rvhereas the remuneration of t'.NtP has increased by 8.33% for Managing

Director and Whole time Directors and 15.38% for Company Secretary

which is nominal and competitive in the Industry.

(vii) Variations inr 31.03.2015 31.03.2014Market Capitalisation (in Rs.)* 2A,957,496 20,957,496

Price Earninq Ratio (Price/EItS) , ) ) 011

Percentage increase /decrease of Market Quotations

(viii) Average percentile increase in salaries of employees other

than managerial personnel in the Financial Year 2014-15 as

comparecl to 20'13 -"1 4.

55.05%

( ix) Comparison of each remunerahion of the Key Managerial Personnel against the performa'rce of the Company

Name of Key Managerial Personnel (1) Mrs. Preeti Aganval, Managing

Director

(2) Mrs. Priyanka Agarwal,Whole-time Director

llemuneration for the vear endedI

I

31.03.2015 (in Rs. 3,9C0,000 3,900,000

31.03.2014 (in Rs 3.600,000 3,600,000

Percentaqe chanqe 833% 8.33%

Name of Key Managerial Personnel (3) Mr. |itesh Grover, ConrpanySecretary

( ) Mr. Ram Babu Goyal, ChiefFinancial Officer

Remuneration for the vear ended

31.03.2015 (in l{s.) 900,000 18200031.03.2014 (in IG. 780,000

Percentage change 15.38% N.A.

(x) Key Parameter for any variable component of remuneration

availed by the directorsNo

(x i ) Ratio of the remuneration of the highest paid director to

that of the employees who are not directors but receive

remuneration in excess the highest paid director during the

year

Nil

(xi i) Affirmation that the remuneration is as per the

remuneration policy of the Company

The Board of Dircctors of thc Company affirms that the remuneration is as

per the remuneration policy crf the Company

Since thp iradino on |-)elhi Stock Exchanse & UP Stock Flxchanse is susot'ndeJ ". last avarlable tradinq price amounting to Rs. 3/-

SURYA INDIA LIMITEDinnexure-v

plg_c!Q!u&Lul_!DlR &u_LE_s qE_e8_\4B4NIEE_68!9_rNrME\lr 4ND_&E_!aU_NEB4TI]2ALOF MANAGE_BIAL PERSONNEL) sULE_9-

?p11'I'he

Information recluired pursuant to Section 797 read n'ith Rule 5 (1Xi) of the Companies (Appointment and Remuneration) Rules, 2014 inrespect of ratio of each director to the meclian remuneration of the employees of the Company for the Financial Year are as follows:

Notc:Since the t rading on l je lh i Stock Exchange nge is suspendeC Presently pnce

For Surya lndia Limited

{. ri.{-\ ' " '

\ 1

Preeti Agarwal(l\{anaging Director)DIN:00011450

Priyanka Agarwal(Whole-time Director)DIN:01989753

Add: J-15, Hauz Khas Enclav.', Add: J-15, Flauz Khas Enclavc,New Delhi-110016

1rr share has lreen taken while calculating Market Capitalisation.

New Delhi-l10016

ANNUAI, REPOITT 2OI4.I 5

3'94 o/C*., EV".

Limit€d tthe company'), whc s d M{ch 31, 2o1s,the statement or Profit and Loss the cash Fow statement fo. $,e yea. $,en enoejand a summary or siq.itcant accounring potces and other exD anatory nformation.

Mana9€meht s responslbitity for rhe Finan.iat st.tem€nts

The Companyt Board of D rectore is respons be for rh€ maRl l , s o ' he CoFoank. ^ , n -esoed ,o .he o- .pa ,dro . o .

fnancal performance ann esh fows of the company n accordance wth thec iu - rna 0- . - io ]es om+atv c n , .ongfeoc .o . .nqsrd .dad.ropcii.d undcr sei'o, rll o. ._t. / o. Lhe .on pc-cs a.-(Accountsl Ru es,2014.rhis responsibirty aso ncudes the ma ntenance ofadequate

c s s e r < o r I e o m o a n y c o . o o , e v e . . . e o r . o e l e q , n e , . e E m a d o ; , r aa-d apDr .c ro o f aopTo.c re a .o .ung oo , ! es . na- n9

U ar a . ed5o "benp ementaron and ha ntenance or adequate internat fnanciat confto i that were

c d p.sb rdL,on o- | " .Et ,derefts tnaiq ve a true and ran view and are lree from marera missat€menr, wheth€rdue to

AudltoE R€spohsibility

Our r€spons bi ty s to expr€ss an opin on on these fnanc a sEtements based on

re re1111)47113333 . f ; r r e11n14711335rI ma I o!@a@!1!@!roF. wc

INDEPENDENT AUDTTORS' REPORTTo The tredbersofslrya rndia LihiredReport on th. Financi.t sbtement3

we have t:ken into acmunr the provisons or the Act, the accounrinq and audiunqstandards and matreG which are required to be ictuded rn tlle aud t reporr undei

e rules made |rereunder.

we.onducted our audit in accordance wirh flre standards on Audtng spec fied' d e . 6 + i o n t l y t 0 \ s r " o d d - , e o , . e r . " r * p . o n p J , r h

d oa dnd Dcrfo' o | 5 a l e r " n ' ' o ' e ' € e . r o r r "

;"y9ri"-d

:i qo-);

3'q.Qn',,"*

and d5closures in the finaicialstatements. The pro.edures selected depend on theauditor's judqment, inc !d nq the assessment or the rsks or morth€lnanca statem€nts, whether due to fraud or effor. In makinq those rsk

int€mal financial @ntrol rerevant to thecompany 'sprepara t ]onof the fnanca ls ta tem€nts tha tgVetord€r to desqn audt proc€dur€s that are appropriate n tlre crcumstances, blt notfor the purpose of expressinq a pany has in pace anadequate internarfrnanca controls system ov€r nnancral reportinq and the operatinq

q the appropri.tenessor accountig pdlici€s us€d and trie reasonableness of the accounung esumatesmade by companyl dn€ctors, es we as evaluating the overa I presentat on orthe

We believe trrat the audit evide

]n our opinion and to th€ best or our informaton and according to the explanatons9ven to us, the afor€said financialstatemente, siv€ the nformaton r€qured by theAct in trre manier so requjred and g ve a true and fair view . conformny w $ tlieadountin9 prnciples 9enera ly eccept€d n Indial

in th€ case orthe Balance sheet, orthe

in the case of the cash Fow statement,

state of affa rs ot the company as at

and Loss, of trre proft ror the year

of the cash fows for the year ended

R€port on Oth€r L€saland Resulatory Requircments

1 As required by the compaii€s (Auditor's Report) order, 2015 (\h€ order")issued by the .entra Government of Inda in terms of sub secton (r1) ofsection 143 of the Acti we sve n th€ annexure a statement on the matteEspecfied in parasraphs 3 and 4 otthe orde.tothe extentapp cabe.

2. As required by s€crjon 143(3) orthe Act/ we repor.that(a) we have sought and obta ied all the information and explanations

which to the best orourknowledqe and belerwere necessary forthepurpose of olr aud t;

n olr opinon proper book of ac.dunt as requir€d by aw have beenkept by the Company so far as it appeare f.om our €xamination of

th€ B:lanc€ sheet, statement of Proft and Loss and cash Flowstatemeit dealt with by thie repdd a€ n agreementwith the books of

@.'gl.afh"-"

( d ) the aforesaid Financial statefr€nr mmply with theA.countrng standards referied ro tn *ct|on 133 otthe Act, read wrrhrule 7 or tne companres (Accounts) Rutes, 2014j

on the basls of wntten repre*ntations r€ceived from the d ecto6 ason M:rch 31, 2015, and taken on re@rd by the soard of Diredo6,none orth€ dnectoE rs dsquarified as on March 3r, 2015, frcm beingapponted as a diredor rn te.ms of sub secflon (2) of secflon 164 of

(D wth resped to th€ orherrepon rn accordan.e wrthAuditoc) Rul6, 2014, ninfornation and a(ording ro

matters to be inctuded tn rhe auditor!Rlre 11 or the @mpantes (Audir andour opinon and to the b6r of ourthe expanatrons qvef to !s_

r) The company do€s not have any pendtng litgetton whtch wuudlmpact its financral posrtron.

2) The comoary dld nor have long tem conhacts nctudinqderivetrve coniacts for wh ch th€re were:nv matenat foreseeabte

3) Thee wee no amounts whrch were equired to be rraisfered, tothe inveto/s eduetion and potection tund by the cofrpany,

(Rerered to paraqraph (1) under rh€ head ns or "Report on oth€r Leqat andRequ atory Requnenenc" or our r€port or even date)

(D Gl rh€ company has ma ntained proper records showns ru particutared siruation of ftxed assets.

(b) Al trie assets rrave been phys ca ly verfied by the manaqement durinsthe year. No mater ardiscr€panc es were not ced on such verfication.

The company s nature of ope.ations does not .equ re to ho d inventores and(i) (a) to (c) of parasraph 3 of rhe order are not

( i ) Accordin9 to trre information and erpanationshat granted roaf to one cohpany cover€d nsect on 139 ofthe companiesAct,2013.

(a) The compailes hav€ repa d the prnc par amount and nterest asstipuated and has been regurar n payhentof nterest.

(b) rrrere s no overdue amount or nterest and roan eranted ro thecompanies isted in the reg ster nantain€d unde. section 139 of the

ln our op n on and accordins to the nformation and etphnatom qven ro us,tlrere are ad€quat€ Dternalontrc procedures commensurate with rh€ s ze of

r ts bus iess, ror the finance, tnv€stment andother relat€d adiviues caried out bythe compafy and rorthe purchases andsale of fix€d ass€ts. Further, on the basis of our examination/ end accordtngto information and expanaton given to us, we have nether chave we been nformed ofany instance of malorweaknesses in the afor€sa dint€rial control procedures.

Accord nq to the nformaton and explanaton given to us, the Company hasnot accepted deposts as per tbe provisois of the companes Act, 2013 andconsequently/ directves ssued by the Reserue Bank of Inda; the provisionsof sec.ion 73 to 76 or any other rerevant provisions of the compantes Act,2013 and th€ Rules framed ther€ underare not appii@be.

(vl) The central Government has not pr€scrbed the maint€nance of cosr reco.dsby th€ company under 5ub-secton (1) of s€ction 143 ofthe companies Act,

cohpany, the compa.y is requ ar ndeposiunq wftrr approprate authortes u.dsputed staturory duesncrud ns Income Tax, sales Ta!, weatth Tax, servce Tax, cusromsDury, Excse Duty, materia statutory dues as

provide'r to us, tlie Companythe reg ster mainteined under

(!li) In ou. opfion and accordrnqthe company does not hav€has not incutred cash lossesn tlie mmediate y pr€cedins

Accord fg to th€ reco.ds of the company, there a.e no dues or satestax, ncom€i custom duty/wea th tax, valu€ added tax, €ach dury/toanwhich rrave not been d€posrted on a.count ofany dlspute,

irormauon and exp afat ons sno dues in relation to deposit under Inv€sror Education and Protect onFund n accordance wth the companies act and consequenty none ofthe provsons or sub cause (c) or chuse (viD or the pa.aqraph 4 or

to th€ informaton aid €xplafatons giv€n ro usiac.umu at€d osses as ar 3f, March, 201s andduring tfre financiaryear covered by our aud r or

( x) Accordinq to th€ hforfraton and explanations gjven to us, the company hasnot taken any oan from financia insttuuon, bank or by way of ssuance ofdebentur€s, hence provisions under cause (x) of the paraqraph 3 of theO.der s not appicabl€ tothe company.

(x) h our opinion and accordnq to the informaton aid expanarions giv€n to us,the company has not qven any guarantee ror oans taken by others frombank or financla nsttuton, hence the provisons of crause (!) of rheParaqraph (3 ) o f the Order s no tapptcabeto rhe company.

(ri) Tlre @mpany has not taken any term oan durins rhe nnanciar y€ar underaudti accordlnqly, in our opnon ard accorning to the informaron andexp anat ons 9rven to u5, clause 3 (x ) of th€ order is not applicab e

(x ) Accordinq to th€ information and explanations qiven to us, io fraud on or byth€ company fras b€€n not ced or reported durns the course of our audit,

SURYA INDIA LIMITEDas aT 31sl MARCT{,2015

lore on Frnan.iar st.ien€nb

o .f-)\d*.

(*',-'*tl:

SURYA INDIA LIMITED

shor/(Ex.es) Prcvts on of rares of

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ATTENDENCE SLIP PLEASE FILL THE ATTENDENCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING VENUE. Joint shareholders may obtain additional Attendance Slip on request. No. of Share(s) held: ______________ I certify that I am a member/proxy for the member of the Company. I hereby record my presence at the 30th Annual General Meeting of Company held on Wednesday, September 30, 2015 at 10.00 A.M. at J-15, Hauz Khas Enclave, New Delhi - 110016. Name of the Member/Proxy Signature of the Member/Proxy

DP. ID Regd. Folio No.

Client ID

SURYA INDIA LIMITED


PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the members

Registered Address

Email ID

Folio No. / Client ID

DP ID

I/We being a member / members of _____ shares of the above named company, hereby appoint 1) ..........................................................................of...........................having email id …….... .................................or failing him 2) ..........................................................................of...........................having email id …….....................................or failing him 3)..........................................................................of...........................having email id …….....................................or failing him and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30th Annual General Meeting of the Company, to be held on Wednesday, September 30, 2015 at 10.00 A.M. at J-15, Hauz Khas Enclave, New Delhi - 110016 and at any adjournment thereof in respect of such resolutions as are indicated below:

Short description of the Resolutions to be passed in the AGM For Against

1. To discuss, approve and adopt the audited Financial Statements for the financial year 2014-15 and the Report of the Board of Directors and Independent Auditors’ Report thereon.

2. To appoint a director in place of Mrs. Preeti Agarwal (DIN-00011450) who retires by rotation in terms of Section 152(6) of Companies Act, 2013 and being eligible offers herself for reappointment.

3. To appoint a director in place of Mrs. Priyanka Agarwal (DIN-01989753) who retires by rotation in terms of Section 152(6) of Companies Act, 2013 and being eligible offers herself for reappointment.

4 To ratify the appointment of M/s P. R. Kumar & Co., Chartered Accountants, (Firm Registration No. 003186N) as Statutory Auditors of the Company, in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder and to fix their remuneration thereon.

5 Appointment of Mr. Manohar Lal Agarwal as Director of the Company.

Signed................................................... day of ...................................... 2015 ____________________ ____________________ ____________________ Signature of shareholder Signature of shareholder Signature of shareholder _______________________ ___________________________ ________________________ Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder Note : 1. The proxy form in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 2. It is optional to indicate your preference. If you leave the “for or against” column blank against any or all resolutions, you proxy will be entitled to vote in the manner as he/she may deem appropriate.

Affix Re.1 Revenue Stamp

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