To The Members, Surya India Limited,
Your directors are pleased to present the 39th Annual Report on the business
and operations of the Company, together with the audited financial results of the Company
for the financial year ended 31st March, 2024.
1. Financial Results
The summary of the Company's financial performance for the Financial Year ended 31st
March 2024 as compared to the previous financial year ended 31st March, 2023
are summarized below:
(Amount in INR Lakhs except EPS)
Particulars |
Financial Year 2023-24 |
Financial Year 2022-23 |
Revenue from Operations |
454.10 |
430.35 |
Other Income |
1,026.02 |
4.32 |
Total Revenue |
1,480.12 |
434.67 |
Profit/loss before Depreciation, Finance Costs, |
1,240.11 |
167.75 |
Exceptional items and Tax Expense |
|
|
Less: Depreciation |
85.30 |
85.30 |
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
1,154.81 |
82.45 |
Less: Finance Costs |
3.22 |
3.15 |
Profit /loss before Exceptional items and Tax |
1151.59 |
79.30 |
Expense |
|
|
Add/(less): Exceptional items |
- |
- |
Profit /loss before Tax Expense |
1151.59 |
79.30 |
Current tax |
219.82 |
15.51 |
Deferred tax |
3.08 |
5.70 |
Profit/ (loss) after Tax (I) |
928.69 |
58.09 |
Other Comprehensive Income net of taxes (II) |
(1,763.35) |
(621.19) |
Total Comprehensive Income for the year (I + II) |
(834.66) |
(563.10) |
Transfer to General Reserve |
- |
- |
Other Equity |
11,611.45 |
12,446.11 |
Earnings Per Share (EPS) - Basic & Diluted (in INR.) |
13.29 |
0.83 |
2. Financial Performance/ Operational Review
The audited financial statements of the Company, which forms part of Annual Report,
have been prepared in all material aspects, in accordance with the Indian Accounting
Standards
(hereinafter referred to as the Ind AS') as notified by Ministry of Corporate
Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the
Companies (Indian Accounting Standards), Rules, 2015 and Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time.
The highlights of the Company's performance are as under:
Our total Revenue for the financial year 2023-24 was Rs. 1,480.12 lakh as against Rs.
434.67 lakh for the previous financial year showing an increase of 240.51% in the current
financial year in comparison to the corresponding previous year. Our Profit before tax for
the financial year 2023-24 was Rs. 1,151.59 lakh as against the Profit of Rs. 79.30 lakh
for the previous financial year. Our Profit after tax for the financial year 2023-24 was
Rs. 928.69 lakh as against the Profit of Rs. 58.09 lakh for the previous financial year.
Our total comprehensive income for the financial year 2023-24 was Rs. (834.66) lakh as
against Rs. (563.10) lakh for the previous financial year.
3. Material changes and commitments, if any, affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report
There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year of the Company to which these
Financial Statements relate and the date of this report.
4. The state of the Company's affairs
The Company is primarily engaged in the business of purchase or otherwise deal in real
estate lands, houses, buildings, sheds and other fixtures on land and buildings and to let
them out on rent, contract or any other agreement as may be deemed fit or to buy and sell
lands, houses, apartments to any person on such terms and conditions as may be deemed fit
or to hold, maintain, sell, allot houses, apartments, sheds, or buildings thereof to the
shareholders or to any other person and to carry on the business of builders, contractors,
surveyors.
5. Dividend
In order to conserve resources for the future, no Dividend is recommended for the year
under review.
6. Transfer of unclaimed dividend to Investor Education and Protection Fund
During the financial year 2023-24, no amount was pending/ required to be transferred to
the Investor Education and Protection Fund (IEPF) by the Company.
7. Transfer to reserves
During the financial year 2023-24, your directors do not propose any amount to be
transferred to the general reserves of the Company. The balance of other equity at the end
of the financial year is Rs. 11,611.45.
8. Share capital and listing of shares
During the financial year 2023-24, there was no change in the equity share capital of
the Company.
The Company has not issued any shares with differential rights or sweat equity shares.
Following are the details of the Authorized, Issued, Subscribed and Paid-up Share
Capital of the Company as on 31st March, 2024:
The Authorized share capital of the Company is Rs. 782 lakh divided into 78,20,000
(Seventy Eight Lakh Twenty Thousand) equity shares of Rs. 10/- (Rupees Ten only) each.
The issued, subscribed and paid-up capital of the Company is Rs. 698.58 lakh divided
into 69,85,832 (Sixty Nine Lakh Eighty Five Thousand Eight Hundred Thirty Two) equity
shares of Rs. 10/- (Rupees Ten only) each.
The above-mentioned equity shares of the Company are listed on Bombay Stock Exchange
(BSE) Limited with scrip code 539253.
9. Change in the nature of business
During the financial year 2023-24, the Company has not commenced any new business or
discontinued/ sold or disposed of any of its existing businesses or hived off any segment
or division.
10. Details of Directors who were appointed or have resigned during the year
During the Financial Year 2023-24, following changes were took place in the composition
of the Board of Directors of the Company: In Accordance with the provisions of Section 152
of the Companies Act, 2013, Mrs. Priyanka Agarwal (DIN: 01989753), Wholetime Director of
the Company, who is liable to retire by rotation, was reappointed by the shareholders of
the Company in 38th Annual General Meeting held on 30th day of
September, 2023.
Changes after the closure of Financial Year:
Re appointment:
In accordance with the provisions of section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Manohar Lal Agarwal, (DIN:00290780), Non
-Executive Non Independent Director of the Company, retires by rotation at the ensuing
Annual General
Meeting and being eligible, offers himself for re-appointment. Brief resume of Mr.
Manohar Lal Agarwal, nature of expertise in specific functional area and the name of the
companies in which he holds the Directorship etc. is given in the notice convening the
Annual General Meeting. Members are requested to refer the Notice of the ensuing AGM for
brief profile and other related information of Director seeking re-appointment. Further,
the board hereby informs that as per the provisions of section 164 of the Companies Act,
2013, none of the above-mentioned directors are disqualified or are being debarred by
Board (SEBI) or any other authorities from being appointed/ re- appointed.
11. Details of Key Managerial Personnel who were appointed or have resigned during the
year
During the financial year 2023-24, following changes took place in the Key Managerial
Personnel of the Company:
Inductions:
Ms. Pooja (M. No. 67011) was appointed as Company Secretary and Compliance Officer, Key
Managerial Personnel of the Company w.e.f. 11th day of August 2023.
Cessation:
Ms. Jagriti Aggarwal (Membership No. A45455), Company Secretary & Compliance
Officer, Key Managerial Personnel, has resigned from the company w.e.f. 30th
day of May 2023.
12. Independent directors and statement regarding opinion of board with regard to
integrity, expertise and experience (including proficiency) of Independent Directors
appointed during the year
The Company maintains the requisite number of Independent Directors as required under
Section 149(4) of the Companies Act, 2013 (the Act) and Regulation 17 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. During the year under review, there was no change in compositions of
Board of Directors of the Company. In the opinion of the Board, all the independent
directors of the Company are person of integrity and possess relevant expertise and
experience (including the proficiency) and fulfils the conditions specified in the
Companies Act, 2013 and the rules made thereunder read with the applicable provisions of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are
independent of the management of the Company.
13. Statement on declaration of independence and statement on compliance of code of
conduct given by independent directors
During the financial year 2023-24, all the Independent Directors of the Company have
submitted the declaration of independence, pursuant to the provisions of Section 149(7) of
the Companies Act, 2013 (the Act) and Regulation 25(8) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations), confirming that they meet the criteria of
independence as provided in sub- section (6) of Section 149 of the Act read with
Regulation 16(1)(b) of Listing Regulations and have also complied with the code of conduct
for Independent Directors prescribed in Schedule IV to the Act.
Further, as per Regulation 25(8) of the Listing Regulations, the independent directors
have stated that they are not aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence. The
Independent Directors have also confirmed that in terms of Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, they have registered themselves
with the Independent Director's database as prescribed under the Act.
Familiarization Programme
The Company has familiarized the Independent Directors with the Company, their roles,
responsibilities in the Company, nature of industry in which the Company operates, the
business model of the Company, etc. The details relating to the familiarization programme
of Independent Directors are placed on the website of the Company under Investor
Information segment of Corporate Governance and can be accessed using the below link:
https://www.suryaindialtd.com/policies.html (click on Policy of Familiarization
Programme for Independent Directors)
14. Number of meetings of the board of directors
During the year under review, the Board of Directors met 5 (Five) times. For details of
the meetings of the Board, please refer to the Corporate Governance Report, which forms an
integral part of this Annual Report.
15. Number of meetings of the committee's
The details of the committee meetings held during the financial year 2023-24 are given
in a separate section of Corporate Governance Report, which forms a part of this Annual
Report.
16. Composition of committees
During the financial year 2023-24, following was the composition of the committees of
the Board:
Audit Committee
During the Financial Year 2023-24, the Audit Committee comprised of three members, the
details of which are as follows:
Name of Directors |
DIN |
Designation in the Committee |
Category |
Mr. Ganesh Dass Aggarwal |
01547790 |
Chairman |
Non-Executive Independent Director |
Mrs. Preeti Agarwal |
00011450 |
Member |
Executive Director |
Mr. Ratnesh Kumar |
09600213 |
Member |
Non-Executive Independent Director |
The composition of the Audit Committee and terms of reference meets the requirement of
Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time.
Further, details including number and dates of meeting of the Audit Committee are given
in the Corporate Governance Report, which forms an integral part of this Annual Report.
Nomination and Remuneration Committee
During the Financial Year 2023-24, the Nomination and Remuneration Committee comprised
of three members, the details of which are as follows:
Name of Directors |
DIN |
Designation in the Committee |
Category |
Mr. Ratnesh Kumar |
09600213 |
Chairman |
Non-Executive Independent Director |
Mr. Manohar Lal Agarwal |
00290780 |
Member |
Non- Executive Non- Independent Director |
Mr. Ganesh Dass Aggarwal |
01547790 |
Member |
Non-Executive Independent Director |
The composition of the Nomination and Remuneration Committee and terms of reference
meets the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, the details including number and dates of meeting of the Committee are given
in the Corporate Governance Report, which forms an integral part of this Annual Report.
Stakeholders Relationship Committee
During the Financial Year 2023-24, the Stakeholders Relationship Committee comprised of
three members, the details of which are as follows:
Name of Directors |
DIN |
Designation in the Committee |
Category |
Mr. Manohar Lal Agarwal |
00290780 |
Chairman |
Non-Executive Non- Independent Director |
Mr. Ganesh Dass Aggarwal |
01547790 |
Member |
Non-Executive Independent Director |
Mr. Ratnesh Kumar |
09600213 |
Member |
Non- Executive Independent Director |
The composition of the Stakeholders Relationship Committee and terms of reference meets
the requirement of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, the details including number and dates of meeting of the Committee are given
in the Corporate Governance Report, which forms an integral part of this Report.
17. Company's policy on appointment and remuneration of directors and key managerial
personnel
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Part D of
Schedule II, the Board on recommendation of Nomination and Remuneration Committee (NRC) of
the Company has formulated Company's Policy on Appointment and Remuneration of
Directors which deals with appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel.
Further, Section 134 of the Act stipulates that the Board's Report of the company is
required to include a statement on company's policy on Appointment and Remuneration of
Directors including criteria for determining qualifications, positive attributes,
independence of director and remuneration for KMPs and other employees (the
Policy).
Provided further that where the policy is made available on the company's website, it
shall be sufficient compliance of the requirements under such clauses if salient features
of the policy and changes therein are specified in brief in this report and the web
address is indicated therein at which the complete policy is available.
The said policy is available on the website of the Company and web- link thereto is
http://www.suryaindialtd.com/policies.html (click on Policy on Appointment and
Remuneration). The said policy is stated in the corporate governance report which forms an
integral part of this report.
The salient features of the policy are:
A person should possess adequate qualification, expertise and experience in their
respective fields as per the position he/ she is considered for appointment. The Committee
has the discretion to decide whether qualification, expertise and experience possessed by
a person is sufficient/ satisfactory for the concerned position.
A person should be a person of high integrity, ethical standards, devote sufficient
time to the Company, and have the required skills, expertise and experience and shall
perform duties in a bona-fide manner; and
A person shall have personal, professional or business standing;
The company has made certain changes in the existing policy. The criteria for
determining qualification, positive attributes and independence of director has been
elaborated in order to bring more clarity and in order to ensure that the policy is in
line with the existing laws, rules, regulations and current market scenario.
Remuneration: Remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long- term
performance objectives appropriate to the working of the company and its goals.
18. Formal annual evaluation of board performance, its committees and individual
directors
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Clause
VII & VIII of Schedule IV of the Act and Regulation 17(10) of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 and other applicable
regulations, read with SEBI Circular on Guidance Note on Board evaluation having No.
SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017, the Nomination and
Remuneration Committee (the Committee) of the Company has devised Policy
on evaluation of performance of directors and the board to evaluate the performance
of Independent Directors, Board, Committees and other Individual Directors. The said
policy can be accessed from the website of the company at
https://www.suryaindialtd.com/policies.html (Click on Policy on evaluation of performance
of Directors and the Board).
The evaluation is carried out through a structured questionnaire. The Nomination and
Remuneration Committee and the Board expressed their satisfaction with the evaluation
process and the results thereof.
The performance evaluation of the Board, its Chairman and the Non-Independent Directors
were carried out by the Independent Directors at their separate meeting on the basis of
following parameters, namely, qualifications and experience, attendance and participations
at meetings of the Board and committees thereof, initiative in raising concerns to the
Board, contribution to strategic decision making, initiative in terms of new ideas and
planning etc. and were found satisfactory and there was transparent information flow from
the management.
The Directors expressed their satisfaction with the overall evaluation process.
The performance evaluation of the Independent Directors was carried out by the entire
Board, excluding the director being evaluated. The criteria for evaluation included
qualification and experience, attendance and participations in the meetings, initiative in
raising of concerns to the Board, rendering independent, unbiased opinion and resolution
of issues at meetings, safeguard of confidential information etc.
19. Directors' responsibility statement
Pursuant to requirement under clause (c) of sub-section (3) and sub-section (5) of
Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility
Statement, it is hereby confirmed that:
i) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit/ loss of Company for that period;
iii) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the annual accounts on a going concern
basis. v) the directors had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively and
vi) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
20. Corporate governance report
The Company is committed to adhere the requirement of Corporate Governance as laid down
in Regulation 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), as amended from time to time. The report on Corporate Governance as
stipulated under the Regulation 34(3) read with Para C of Schedule V of Listing
Regulations is presented in separate section, which forms an integral part of this Report
and is marked as Annexure- I.
Certificate from the Statutory Auditors of the company i.e. M/s P. R. Kumar & Co.,
Chartered Accountants, confirming the compliance with the conditions of corporate
governance as stipulated under under Para E of Schedule V of the Listing Regulations is
attached to this report as Annexure- II.
21. Management discussion and analysis report
Pursuant to Regulation 34(3) read with Para B of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and
Analysis Report containing information inter-alia on industry structure and developments,
your Company's performance, future outlook, opportunities and threats etc. for the
financial year ended 31st March, 2024, is provided in a separate section,
forming integral part of this Annual Report and marked as Annexure- III.
22. Auditors and Auditors' Report
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013, the members at
the 37th Annual General Meeting of the Company held on 8th August,
2022 appointed M/s P. R. Kumar & Co., Chartered Accountants, having Firm Registration
Number: 003186N, as Statutory Auditor of the Company for a term of 5 (Five) consecutive
years to conduct the statutory audit of the Company for the financial year 2022-2023 to
Financial Year 2026-27 and to hold office till the conclusion of AGM to be held for the
financial year 2026-2027.
Independent Auditors Report:
M/s P. R. Kumar & Co., Chartered Accountants, having Firm Registration Number:
003186N, Statutory Auditors of the Company have submitted their report for the Financial
Year 2023-24, which does not contain any qualification, reservation or adverse remark or
disclaimer.
The report of the auditors is attached to the financial statements, which forms a part
of this Annual Report.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company in its meeting held on 29th May, 2023, re- appointed
M/s P. Kathuria & Associates, Company Secretaries (CoP: 3086), as the Secretarial
Auditor of the Company for a period of five consecutive years to conduct secretarial audit
from the financial year 2023-24 to financial year 2027- 28 on such terms and conditions
including remuneration, scope of Audit etc. as may be mutually agreed.
Secretarial Auditor Report:
The Secretarial Audit Report in form no. MR- 3, for the financial year ended 31st March,
2024 is annexed as Annexure- IV to this report. The Secretarial Auditor Report does not
contain any qualification, reservation or adverse remark or disclaimer.
Internal Auditor
The Board of Directors of your Company in its meeting held on 14th day of
July, 2022 had appointed Mr. Gulshan Kumar Uttreja, Chartered Accountants, having
Membership No. 094149 as internal auditor of the Company for a period of five years to
conduct the internal audit of the Company from financial year 2022-23 to financial year
2026-27.
Internal Auditor Report:
The Internal Auditor submits its report to the Audit Committee on quarterly basis for
review, which is forwarded to Board of Directors for their consideration and necessary
action.
23. Maintenance of cost records
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.
24. Annual secretarial compliance report
Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 and Circular No. CIR/CFD/CMD1/27/2019 dated
February 8, 2019 (as amended from time to time) issued by SEBI, the Company has obtained
and submitted the Annual Secretarial Compliance Report, issued by M/s. P. Kathuria &
Associates (CoP: 3086),
Company Secretaries with BSE Limited, confirming compliances with applicable SEBI
regulations, circulars and guidelines.
25. Details in respect of frauds reported by auditors under section 143(12) of the
Companies Act, 2013
During the financial year 2023-24, in terms of Section 143(12) of the Act, the Auditors
of the Company have not reported any frauds to the Audit Committee or the Board of the
Company.
26. Deposits
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 (the Act) read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Further, there
are no deposits unclaimed or pending in the books of the Company. Hence, the requirement
of providing details relating to deposits and of deposits, which do not comply with
Chapter V of the Act, is not applicable.
27. Risk management policy
Business risk evaluation and management is an on- going process within the
organization. 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: oversight
of risk management performed by the executive management;
reviewing the Business Risk Management policy and framework in line with local legal
requirements and SEBI guidelines; reviewing risks and evaluate treatment including
initiating mitigation actions and ownership as per a pre-defined cycle; defining framework
for identification, assessment, monitoring, mitigation and reporting of risks.
Risk management philosophy is to adopt an independent holistic approach to manage
uncertainties from all quarters that is enterprise-wide risk management.
Three critical elements on which the enterprise risk management framework is build are
as follows:
- creating a clear direct line of sight from risk management to investor's value;
- implementing a process to protect investor's value; and
- building the organizational capability to ensure strategic risk management.
In the opinion of the board of directors of the Company, there are no major risk, which
may threaten the existence of the Company.
The risk management policy of the Company can be accessed from the website of the
Company at https://www.suryaindialtd.com/policies.html (Click on Risk Management Policy).
28. Extracts of annual return
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, a copy of
Annual Return in form MGT- 7 is being placed on the website of the Company under Investor
Information segment of Corporate governance section and can be accessed using the below
link: https://www.suryaindialtd.com/investor.html
29. Transactions with related party
All the transactions that are entered into with the related parties are placed before
the Audit Committee of the Company for its approval. An omnibus approval from the Audit
Committee was obtained in the first meeting for the related party transactions which are
repetitive in nature. In case of transactions which are unforeseen or in respect of which
complete details are not available, the Audit Committee has granted an omnibus approval to
enter into such unforeseen transactions, provided the transaction value does not exceed
Rupees One crore per transaction. The Audit Committee reviews all transactions entered
into pursuant to the omnibus approvals so granted on a quarterly basis.
Further, the company has also obtained approval from its shareholders in its previous
Annual General Meetings for entering into certain transactions with the related parties
for an amount exceeding the limits as specified under the Act and SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, as amended from time to time.
Now, in accordance with the amended provisions of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 read with the circulars issued thereunder, the
board of directors of the Company has proposed various related party transactions entered/
to be entered into with the related parties during the financial year 2024-25 and up to
the date of the Annual General Meeting to be held for the Financial Year ended 31st March,
2025, for consideration and approval of the shareholders.
The shareholders are requested to consider and approve the same in the best interest of
the Company.
30. Particulars of contracts or arrangements with related parties referred to in sub-
section (1) of section 188
All transactions with related parties that were entered into during the financial year
2023-24 were on arm's length basis and in the ordinary course of the business and
disclosed in the notes on Financial Statements. There were some materially significant
related party transactions made by the Company with Promoters, Key Managerial Personnel or
other designated persons, which may have potential conflict with interests of the Company
at large. Accordingly, the disclosure of related party transactions as required under are
134(3)(h) of the Act in Form AOC- 2 is annexed as Annexure- V. The related party
transactions are also disclosed in note no. 34 of the notes to the financial statements.
The policy on related party transactions is uploaded on the Company's website and can
be accessed using the link http://www.suryaindialtd.com/policies.html (Click on Policy on
Related Party Transactions)
31. Corporate social responsibility
The Company does not fall under the prescribed criteria of Section 135(1) of the
Companies Act, 2013. Therefore, it is not required to constitute CSR Committee and thus is
also not required to develop CSR policy of the Company.
32. Particulars of loans, guarantees or investments under section 186
Particulars of the loan given by the Company are provided in the note no. 7 to the
Audited Financial Statements.
The details of investments made by the Company as at 31st March, 2024 are provided in
the note no. 3 to the Audited Financial Statements.
Further, the Company has not given any guarantee to any person during the financial
year under review.
33. Disclosure under rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The information required pursuant to section 197 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the ratio
of remuneration of each director to the median remuneration of the employees of the
company for the financial year 2023-24 along with other details as mentioned in the said
sub- section are annexed as Annexure- VI.
A statement containing particulars of employees as required under section 197(12) of
the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-
VII, which forms an integral part of this Annual Report.
34. Conservation of energy, technology absorption, foreign exchange earnings and outgo
The particulars of conservation of energy, technology absorption and Foreign exchange
earnings and outgo are as under:
a. Conservation of energy:
i. the steps taken or impact on conservation of energy: Nil
ii. the steps taken by the company for utilizing alternate sources of energy: Nil
iii. the capital investment on energy conservation equipment's: Nil
b. Technology absorption:
i. the efforts made towards technology absorption: Nil
ii. the benefits derived: Nil
iii. in case of imported technology (imported during the last three years reckoned from
the
beginning of the financial year):
a. the details of technology imported: Nil
b. the year of import: Nil
c. whether the technology been fully absorbed: Nil
d. if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Nil
iv. the expenditure incurred on Research and Development: Nil
c. Foreign exchange earnings and outgo for the Financial Year 2023-24: Actual Inflows
(Earnings): Nil; Actual outflows (Outgo): Nil; 35. Adequacy of internal financial controls
The Company has an Internal Financial Control System, which is commensurate with the
size, scale and complexity of its operations. The Internal Auditor monitors and evaluates
the efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee
of the Board.
36. Litigation
No material litigation was outstanding as on 31st March, 2024. Details of
litigation on tax matters, if any, are disclosed in the notes on Financial Statements.
37. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operation in future
During the financial year 2023-24, there were no significant and material orders passed
by the regulators or courts or tribunals, Statutory or quasi-judicial body impacting the
going concern status and the Company's operations in future.
38. Vigil mechanism/ whistle blower policy
In accordance with Section 177(9) of the Act read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, the Company has formulated a
Vigil Mechanism framework to address the genuine concerns or grievances, if any, of the
directors and employees of the Company. The details of Vigil Mechanism/ Whistle Blower
Policy are stated in the Corporate Governance Report, which is annexed to this Report. The
policy is uploaded on the website of the Company and can be accessed through the below
mentioned link:
http://www.suryaindialtd.com/policies.html (Click on Whistle Blower Policy)
39. Prevention of insider trading
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, Insider Trading Prohibition Code as approved by the
Board from time to time, are in force by the Company. The objective of this Code is to
protect the interest of shareholders at large, to prevent misuse of any price sensitive
information and to prevent any insider trading activity by dealing in shares of the
Company by its Key Managerial Personnel,
Directors, designated employees and other employees. The code is uploaded on the
website of the Company and can be accessed through the below mentioned link:
http://www.suryaindialtd.com/policies.html. (Click on Insider Trading Prohibition Code)
40. Disclosure as per the Sexual harassment of women at workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company is committed for providing and promoting a safe and healthy work
environment to its employees and other people at its workplace. 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
complied with the provisions relating to the constitution of Internal Complaints
Committee, known as the POSH Committee, to inquire into complaints of sexual harassment
and recommend appropriate action. The POSH policy is displayed on the Company's website
and is communicated to employees through e-mails, communication campaigns and other
channels from time to time.
Further, the Company has not received any complaint on sexual harassment during
financial year 2023-24.
41. Subsidiary/ associate/ joint venture companies
As on 31st March, 2024, the Company does not have any subsidiary company
within the meaning of section 2(87) of the Act or any associate company within the meaning
of section 2(6) of the Companies Act, 2013 or joint venture company.
42. Performance and financial position of subsidiary/ associate/ joint venture
companies
Since the company does not have any subsidiary/ associate/ joint venture, thus, as per
the provisions of Section 129(3) of the Companies Act, 2013, a separate statement in form
AOC- 1, containing the performance and financial position of the subsidiaries/ associate/
joint venture company is not required to be annexed to this report.
43. Details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions
The Company has not taken any loan from bank or financial institution. Therefore, no
such details are furnished here.
44. Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016
The Company has neither made any application nor there is any proceeding which is
pending under the Insolvency and Bankruptcy Code, 2016 against the Company.
45. Loan from directors or relatives of director of the Company
During the period under review, the company has not accepted/ received any amount from
the person who at the time of receipt of the amount was a director of the Company or
relative of the Director of the Company.
46. Compliance with secretarial standards
The Secretarial Standards (SS) i.e. SS-1 & SS-2, as issued by the Institute of
Company Secretaries of India, relating to meetings of the Board of Directors and General
Meetings, respectively, have been duly followed by the Company.
47. Listing fees
The equity shares of the Company are listed on BSE Limited with scrip code 539253. The
Company confirms that the annual listing fees to BSE Limited for the financial year
2023-24 and 2024-25 have been duly paid.
48. Acknowledgements
The Directors wish to record their sincere gratitude to the valued customers, vendors,
investors and partners, business associates, SEBI, BSE Limited, Ministry of Corporate
Affairs, Registrar of Companies, other government and regulatory authorities and the
Company's bankers for the ongoing support for the continuous co-operation, support and
assistance extended by them. We place on record our appreciation of the commitment,
dedication and hard work put in by employees of the Company. The Board also wish to place
on record once again, their appreciation for the contribution made by the workers, staff
and executives at all levels, to the continued growth and prosperity of the Company. The
overall industrial relations remained cordial at all the establishments.
For and on behalf of the Board of Directors of |
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Surya India Limited |
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Preeti Agarwal |
Priyanka Agarwal |
Managing Director |
Wholetime Director |
DIN: 00011450 |
DIN: 01989753 |
Add: J-15, Hauz Khas Enclave, |
Add: J-15, Hauz Khas Enclave, |
New Delhi-110016 |
New Delhi-110016 |
Date: 05. 09.2024 |
|
Place: New Delhi |
|
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