To the Members,
The Board of Directors hereby submits the Fiftieth (50th) report of the
business and operations of the Company along with the audited financial statements, for
the financial year ended 31st and its wholly owned subsidiary has been referred to
wherever required.
1 RESULTS OF OPERATIONS AND STATE OF AFFAIRS:
|
Standalone |
Consolidated |
|
For the year ended 31st
March, |
For the year ended 31st
March, |
Particulars |
2023 |
2022 |
2023 |
2022 |
Revenue from Operations |
7,995.95 |
7,730.07 |
7,996.71 |
7,730.82 |
Other Income |
5.22 |
5.72 |
5.35 |
5.80 |
Total Revenue |
8,001.17 |
7,735.79 |
8,002.06 |
7,736.62 |
EBITDA |
619.18 |
448.20 |
619.51 |
448.68 |
Finance costs |
44.84 |
63.63 |
44.85 |
63.65 |
Cash Profit |
574.34 |
384.57 |
574.66 |
385.03 |
Depreciation and amortisation expenses |
115.41 |
108.38 |
115.41 |
108.38 |
Net Profit Before Tax (PBT) |
458.93 |
276.19 |
459.25 |
276.65 |
Tax Expenses |
123.65 |
71.62 |
123.73 |
71.73 |
NetProfit After |
335.28 |
204.57 |
335.52 |
204.92 |
Other Comprehensive Income |
(0.43) |
0.42 |
(0.43) |
0.42 |
Total Comprehensive Income |
334.85 |
204.99 |
335.09 |
205.34 |
EPS (Basic in Rs.) |
62.74 |
38.33 |
62.78 |
38.40 |
EPS (Diluted in Rs.) |
61.62 |
37.60 |
61.67 |
37.66 |
Standalone Financial Highlights:
During the year under review, the revenue from operations of the
Company is Rs. 7,995.95 crore as compared to Rs. 7,730.07 crore last year
registered an increase of 3.44%, EBITDA was Rs. 619.18 crore as
compared to Rs. 448.20 crore last year registered an increase of 38.15%,
Profit before tax stands at Rs. 458.93 crore as compared to Rs. 276.19 crore last
year, registered an increase of 66.17% and Profit after tax stand at Rs. 335.28
crore as compared to Rs. 204.57 crore last year, increased by 63.89%.
The said remarkable sustained performances are based on the improvement
in the operational performance supported by higher contribution of value added products in
Steel Pipes and Strips and business, thereby leading to better profitability accruals and
resultant improvement in debt metrics and liquidity position.
With consistent reduction in debt levels including prepayments
culminating into reduced finance cost, deeper market penetration in rural and semi-urban
markets with diversified product profile, nationwide marketing network, established brand
name, experienced management brings overall synergy and greater integration.
The Company's trusted brands backed by own production facilities
and through adoption of latest technology, operational efficiency, excellent customer
service and launch of innovative and diversified products in the market will add a fillip
to the revenues with improved profitability in both the segments.
Consolidated Financial Highlights:
The Company has a sole wholly-owned subsidiary company namely SURYA
ROSHNI LED LIGHTING PROJECTS LIMITED, which was incorporated as Special Purpose
Vehicle (SPV). In the fiscal year under review, the revenue from operations of the Group
is
Rs. 7,996.71 crore as compared to Rs. 7,730.82 crore last year
registered an increase of 3.44% EBITDA was
Rs. 619.51 crore as compared to Rs. 448.68 crore last year
registered an increase of 38.07%, Profit before tax stands at Rs. 459.25
crore as compared to Rs. 276.65 crore last year, increased by 66.00% and Profit
after tax stands at Rs. 335.52 crore as compared to Rs. 204.92 crore last year
registered an increase of 63.73%.
The Company's continuous focus on working capital optimisation of
working capital cycle stands to 64 days in FY 2022-23 and RoCE has improved by 670 basis
points to 22.9% for FY
2022-23 from 16.2% in FY 2021-22, while RoE has improved by 560 basis
points to 19.7% in FY 2022-23 from 14.1% in FY 2021-22.
DEBT REDUCTION
Through consistent efforts over the past few years, today, the Company
have become a Term Debt Free Company, resulted in lowering debt equity ratio to
0.22. The Company's balance sheet has been further strengthened by lowering of the
debt equity ratio.
STEEL PIPES & STRIPS
The steel tubes and pipes industry showed resolute strength during the
period in India is expected to grow rapidly, driven by high standards set by national and
international specifications and widespread application in major industries. India's
steel consumption growth to be healthy at 8% to 10% in FY24 led primarily by
infrastructure push; With rising urbanisation, the need for water transportation, various
agriculture and irrigation development projects, and the National Jal Jeevan Mission
(NJJM) launched by the Ministry of Jal Shakti (MJS) provide ample growth opportunities.
The NJJM's goal is to provide Functional Household Tap
Connection (FHTC)' to every rural household in India by 2024, leading to a surge in
demand for steel tubes and pipes, which are essential in establishing a robust water
supply infrastructure across rural India. Therefore, the steel tubes and pipes industry is
poised for substantial growth in the years to come, owing to their versatility and
widespread use in various sectors.
Surya being the largest exporter of ERW pipes and largest producer of
ERW GI Pipes in India. manufactures ERW Steel pipes (GI Black, Hollow Section), API &
Welded pipes, Spiral, 3LPE Coated pipes & CR strips having wide applications benefits,
steel pipesof its products in Agriculture, Infrastructure, Oil & Gas and Construction
sectors. The Company products are approved by API (American Petroleum Institute) for Oil
& Gas sector. During the year, the Company value added products which have better
EBITDA per ton have yielded results and Company was able to deliver a remarkable growth in
its sales with improved margins. During the year under review, the segment reported robust
performance both in the top and bottom line on count of strengthening of product
portfolio. The
Revenue of the segment stands at Rs. 6,451.89 crore in FY
2022-23 as compared to Rs. 6,402.06 crores during FY 2021-22 with better product mix,
increased share in high value-added products, driven by all divisions of B2C and B2B. The
EBITDA during the year increased by 45.29% and stands at Rs. 497.17 crore in
FY 2022-23 as compared to Rs. 342.20 crore registered in FY 2021-22.The
EBITDA per tonne has shown further improvement by about 39.76% to Rs. 6,496
in
FY 2022-23 as compared to Rs. 4,648 per metric ton last year. The cash
profit 59.66% in FY 2022-23 to Rs. 457.41 crores from Rs. 286.49
crore as registered in FY 2021-22. The PBT for the year further improved by 80.41%
to Rs. 368.86 crores as compared to Rs. 204.45 crores in FY 2021-22. Through
continuous focus on value added product, cost optimisation, manpower cost, electricity,
logistic and other manufacturing cost along with operating efficiencies, top line and
bottom line of the segment improved substantially.
The Steel pipes and strips performance during the year under review
looks promising with higher contribution from value added products viz. API, GI Pipes and
Exports, which will continue to drive improvement in EBITDA margins. The Company is
well-positioned to leverage the opportunities. Its existing capacities for GI pipes and a
robust presence in the rural regions of
India are set to enable the Company chart a strong growth trajectory.
ANJAR (KUTCH)
As the oil & gas industry continues to evolve, steel has become
even more effective and reliable due to advances in technology. In the years to come,
steel is likely to become even more pivotal to help the oil sector progress. Steel pipes
are specifically designed for use in the oil & gas industry. Due to their extensive
play a key role during rangeof the transport of hazardous materials, crude oil, and
natural gas. The unit which is established in the year 2010 on 92 Acres are in close
proximity to Kandla and Mundra port gives strategic advantage in exports and imports. The
unit exports more than 70% of its production. The unit has successfully manufactured API
5L X 70 PSL2 Grade pipe for Oil & Gas Industry.
The Company has established world's one of the best 3LPE Coating
facility having latest technology from Selmer, Netherland at its unit with an installed
capacity of 27,50,000 Sq. mtr. for External and 11,00,000 Sq. Mtr. Internal Coating for
pipes ranging from 4" to 64" diameter. The order book continued to grow,
particularly the value added products such as API coated pipes and exports. The Company
has a strong order book of around Rs. 850 crores in hand for API, Exports and
Actual Users, which provides a good revenue visibility over a short to medium term.
The Company is witnessing strong enquiry flow, which should further improve the order book
in the coming quarters. With the established 3LPE Coating line in place, the Company will
be benefited by higher capacity utilisation of its existing Spiral and ERW API Pipes
facilities with increase in the share of high value added pipes and achieve savings in
logistic & coating charges. This shall further be leveraging the presence of the
Company in the domestic as well as Global 3LPE Coated Steel Pipes for Oil and Gas
(including CGD) sector, leading to further improvement in top and bottom line of the
Company.
The Company, continue to maintain its supremacy in the domestic market
and is now at par with all the leading Global pipe manufacturers in terms of supplying
high quality of API line pipes with internal
& external coating. Different types of coating like 3LPE, 3LPP, FBE
(single & dual layer) and internal epoxy coating are carried to safeguard the pipe
from rusting and also increases the life of the pipe. Different other pipes specifications
such as EN, BS, AUSTRALIA & ASTRA GRADE are also manufactured by the Company.
DIRECT FORMING TECHNOLOGY (DFT) AT MALANPUR (M.P.)
The state-of-art imported mill for manufacturing of
Heavy Structural Hollow Square / Rectangular Section Steel Tubes (up to
300 * 300 mm) of sizes > 6 mm to 12 mm with Direct Forming Technology (DFT) at Malanpur
(M.P.) with an installed capacity of 36,000 MTPA, which commenced commercial production on
14th April, 2022 is performing as per expectations during the year. The new
technology(DFT)not only transformation in paves an innovative route of high tech designed
methodology to produce ERW Structural Steel Section Pipes and simplify the process by
reducing the time
& labour of producing customised hollow section pipes and makes
operation setting accurate, easy and efficient but it also enabled to improve our value
added offerings of large diameter heavy structural pipes, resulted into creation of a
larger and stronger steel pipes business with economies of scale.
The advantages derived through manufacturing from Direct Forming
Technology (DFT), are:
1. Heavy structural pipe with higher dia and thickness which was not in
the product mix earlier will now be used in a different segment of heavy infra projects
like Airports, Railway etc. and also a big potential to export.
2. Speeds up the Hollow Section formation.
3. Just in Time Delivery to the customers even in small lots due to its
faster changeover of sizes methodology at substantial reduced time.
4. Process is Autonomous & Computer measured with assured perfect
pipe quality, dimensions and corner radius control.
5. High automation level
With the operation of the new technology (DFT), the Company will be
immensely benefitted as good demand is foreseen from the domestic and export front to
which it caters.
CONCLUSION
ThewideacceptanceofCompany'ssteelpipeproducts is evident with its
expanding market share and brand preference. As world-class quality products of the
Company are being sold by 250 dealers and 21000 retailers across India and are also being
exported to more than 50 countries across the globe namely UAE, Australia, Egypt, EU,
Canada, U.S etc.
The Government thrust on projects like increasing the share of gas in
energy mix, City Gas Distribution network, improved focus on domestic water segment,
irrigation projects, allocation in Har Ghar Jal' scheme etc. will be benefiting
the Company as it has immense infrastructure already built in terms of large scale
manufacturing facilities and wide spread distribution network.
LIGHTING & CONSUMER DURABLES
The market for lighting fixtures and luminaires has undergone a
significant years, with LED lights replacing incandescent bulbs. LED lights are highly
energy-efficient, an increasingly popular choice for both residential and commercial use.
LED lights have become one of the most popular lighting technologies
worldwide due to their numerous benefits, and their usage is expected to increase further.
Industry reports project that LED lighting penetration will reach 87% by 2023, propelled
by rising environmental concerns and favourable government initiatives. During FY 2022-23
the Company registered
Consolidated Revenue from operations of Rs. 1,545.17 crore as
compared to Rs. 1,332.93 crores in FY 2021-22 an increase of 15.92%. The EBITDA and
Cash Profit had
Rs. 122.34 crore and Rs. 117.25 crore respectively in
FY 2022-23 as compared to Rs. 106.47 and Rs. 98.53 crores achieved in
FY 2021-22. The Profit stood registered an increase of 25.21% at Rs. 90.39 crores
as compared to Rs. 72.19 crores achieved in FY 2021-22.
The FY 2022-23 witnessed growth across all business divisions of B2C
and B2B, both on quarterly and last year basis. The EBITDA margins were steady and
navigated inflation in commodities and currency. The Consumer Lighting, Professional
Lighting,
Consumer Durable and PVC businesses continued to drive the growth as
the Company kept introducing new products while working relentlessly on developing new
products from its R&D Centre at Noida.
OVERVIEW, AND ACHIEVEMENTS IN 2022-23 LIGHTING
Surya Roshni ventured into Lighting in 1984, and has successfully
transitioned over the last few years from being one of the clear market leaders in
Conventional
Lighting to becoming one of the leading LED Lighting player.
Surya is engaged in the manufacture and sales of
Conventional Lighting (GLS, Tubelights) and energy-efficient LED
Lighting (LED Bulbs, LED Battens, LED Tubes, Downlighters and other Luminaires) in the
Consumer segment, and advanced Smart LED products for the Street Lighting, Infrastructure,
Industry, Office and Retail Segments in the Professional segment. Facade Lighting and
Solar Lighting are big growth areas for the Company. Over the years, the Company has
developed a strong brand, and is a major strong player in Consumer Lighting. It is also
recognised as one of the most trusted and preferred brands in Lighting.
The Company has state-of-the-art manufacturing facilities at Kashipur
(Uttarakhand) and Malanpur (Madhya Pradesh). Besides, it also has an advanced R&D
Centre, the Surya Technology & Innovation Centre (STIC) at Noida.
Surya has created value in Lighting by:
Increasing sales volumes, revenues and profits over the years
Diversifying the product portfolio, with strong market leadership
in the organised sector
Launching over 250 new SKU's products over the last 3 years
High engagement with distributors, dealers and been retailers driving preference over
its competitors
Developing a Pan India reach, with very strong semi-urban and rural
presence before tax Building a strong brand, well accepted across
India and globally
Working with a satisfied and motivated team, with a large
proportion of the team working with the Company for over 11 years
Reducing energy consumption through continuous energy conservation
initiatives
Some of the key achievements for Lighting in 2022-23:
Consumer Lighting and durable business growth is 16% during the FY
2022-23
LED Lights achieved almost Rs. 1000 crore with growth of 27%.
Professional lighting withnessed 38% growth, with robust order inflow.
All categories within LED lighting had an excellent growth both in
value and volume term.
Fan had a challenging year mostly on account of statutory changes. All
other categories showed a decent growth.
Lighting and Consumer Durable division has been able to repay all fund
based loan and now the division is interest free.
There has been a continuous decrease in cost related to warranty on
account led lighting and is now one of the best in the industry.
Productivity through Automation and Improvement projects increased by
20% + at both its plants at Malanpur and Kashipur
Successfully achieved PLI investments and related revenue turnover
during 2022-23. The investment helped in improving our Quality, lower Inventory and Speed
to the Market. Our competitive edge both in bulb and batten has improved.
There has been improvement in our Premium portfolio mix.
Greater thrust on advertising and marketing activies to enhance market
share and brand Visibility Increased dealer and distributor engagement through various
initiatives.
Company has invested in improving its product visibility through
packaging, dummies and key product display at more than 20,000 key retailers.
Company also created innovative merchandise for creating brand
shout-out from within more than 100,000 small electrical stores
The Company has won number of projects and now is an approved make in
most Central, State Government authorities, PSUs, EPCs and many Electrical consultants.
The Company has won quite a few high visibility projects like Greater Noida Street
Lighting and DVC.
The Company has kept the continuous focus on both cost and quality
which reflects improvements in different quality and cost parameters.
Fan & Appliances Sales Manpower were merged as gains ONE Team
Consumer Durables with significant due to synergy, improved productivity, wider
reach-coverage & setting things up for accelerated future growth. The division is also
working for gain entry into new channels viz. E Commerce, Large Format Stores.
Consumer Durables FANS
Surya entered the Fans category in 2014, and was the fastest company.
Surya has contemporary designs, and a broad range, from designer fans to the economy
range. The wide range includes Ceiling, Pedestal, Wall, Table, Domestic Exhaust,
Industrial Exhaust and BLDC fans.
We had a smooth transition in Jan-2023 to BEE regime in Ceiling Fans
& ready to take maximum advantage as organised market likely expansion. Fans range now
includes Smart Fans in ALL BEE star ratings and have innovative features such as Anti-
Dust, Unique Designs, Energy efficient Delivery fans.
Some of the key achievements for Fans in 2022-23:
Launched 12 new models, across relevant price points
The share of Premium Fans increased
Expanded in to the CPC/CSD segment
Expanded the urban, Rural Authorised Service Centers, in order to drive
faster resolution of consumer calls within 24 hours & improve Customer Visit Cost.
APPLIANCES
Surya entered the Appliances category in 2015. The appliances segment
had consistent growth during recent years and with addition of new products, Home
appliances grew by 25% YOY.
We cater to the needs of Indian consumers across different 6 main
product categories of Food Preparation, Kitchen Appliances, Cooktops, Dry Irons, Room
& Water Heating Appliances.
Some of the key achievements for Appliances in
2022-23:
The category grew on the back of strong performance from critical
sub-segments viz. Induction Cooktops (44%), Kitchen Appliances (31%) & Water Heaters
(26%).
The new launches in the Kitchen Appliances and Food Preparation
categories include Bliss Mixer Grinders, Aqua Kettles, Indi cook Rice Cookers, Infrared
Cooktops.
Water Heater segment growth was driven by new launches in Instant
Category & Customer Experience initiatives viz. Installation Support.
PLI Scheme
The Indian Government's Production-Linked Incentive step (PLI)
scheme for white goods is a significant towards enhancing the global competitiveness of
Indian air conditioner and LED lighting manufacturers.
The scheme provides incentives to manufacturers who meet certain
production targets.
The objective of the scheme is to encourage companies to increase their
production capacity and invest in research and development to design new and innovative
products. This, in turn, is expected to boost local manufacturing and sourcing of
components and create employment opportunities in India. The Company's capex under
the PLI scheme is ongoing as per schedule. Once fully operationalised, andHighAir it is
expected to lower the external dependency along with the reduction in cost. The
Company's constant effort to bring down replacement costs has worked well. (~ 457 bps
from 678 bps), a significant on YoY basis. The Company remains committed to further bring
down the cost, which will enable the
Company to offer high quality products
FUTURE PROSPECTS STEEL PIPES & STRIPS
Steel plays a vital role in the development of modern economy and
consumption of steel widely taken to be an indicator of economic development. India has
become the world's 2nd largest Steel producer. Steel
Pipe Industry continues to have a strong demand in traditional sectors
such as construction, housing, transportation, agriculture, boring, firefighting,
Infrastructure, Oil & Gas sector and river interlinking etc. Various steps have been
taken by the Government of India to boost steel production, consumption and exports.
Indian economy, gradually become a preferred location for global manufacturing in medium
to long term, shall make the Company more competitive considering its strong brand
presence,
Pan India operations and extensive dealer network mainly in rural and
semi-urban areas.
India has become the global pipe manufacturing hub primarily due to the
benefits of its lower cost, high quality and geographical advantages. The global
accreditations and certifications companies possess have made them preferred suppliers for
many leading Oil and Gas companies in the world and particularly those in Middle East,
North America and Europe.
Surya is the largest ERW GI pipe manufacturer and the largest exporter
of ERW pipes in India. Surya continuously assess the requirement of its customers and
develop the products accordingly. Surya has good presence in Fire Fighting, Agriculture,
Section and API pipes required for infrastructure, household plumbing uses and Oil &
Gas sector.
The Company aim to maintain positive export momentum of value-added
products, particularly API pipes, to various regions including Middle East, Europe, and
Australia, despite facing geopolitical challenges. The Company intends to increase its
market share in GP pipes by participating in the Government's Jal Jivan
Mission'. Furthermore, the
Company anticipates that there will be a demand for higher thickness
and higher gauge material in India which in turn, will lead to a peak in demand for the
DFT-based pipes in the coming period. In addition, the Company plans to cater to the
inch-to-inch' pipes market in Canada and the US, resulting in incremental
exports for the Company.
Government Initiatives
The Central Government Aatma Nirbhar Bharat Abhiyaan provides
ample emphasis to rural India, agriculture, manufacturing and exports. The growth in rural
India is expected to be higher than urban in future. As company's major sale comes
from rural, semi urban & from exports and therefore, going forward the segments of the
Company shall bring healthy growth.
"Har Ghar Jal" Piped water for all
Surya remains optimistic on high attention from the policy makers on
future availability of drinking water and expansion of the piped drinking water for all.
By an estimate, India is home to 18% Global Human Population with approximately 4% of
Global Fresh Water resources. The lack of access to potable water is a serious health risk
for millions of people, especially in rural areas. The Government's efforts to
provide piped water to every household under the Jal Jeevan Mission' is a
positive step in this direction. Nonetheless, it is of critical importance to prioritise
the sustainability of the water supply and avoid further burdening the already
over-utilised water resources.
With increased focus on water and irrigation segments in the Union
Budget 2022-23 and the allocation of Rs. 862 billion towards the Ministry of Jal
Shakti, India's water scarcity challenge is finally getting addressed.
The creation of the National Interlinking of Rivers Authority (NIRA) is
also a crucial development as it will facilitate the planning, investigation, financing,
and implementation of river interlinking projects in the country.
Upto December, 2022 10.76 crore (55.62%) rural households have tap
water supply and rest 44% of households are targeted to have FHTC by 2024 which is approx.
7.12 crore households. With the total estimated requirement of GI pipes envisaged under
Jal Jeevan Mission scheme stands at approx. 15,00,000 M.T. for supplies till 2024, Surya,
leading manufacturer of GI Pipes with capacity of 3.60 lakh M.T. will be immensely
benefited due to its Pan India presence with the state of art plants which provide immense
benefits with
Surya Roshni is well-positioned to leverage the opportunities within
the water segment. Its existing capacities for GI pipes and a robust presence in the rural
regions of India are set to enable the Company chart a strong growth trajectory.
BRAND VISIBILITY
Looking to the brand image of "Prakash Surya", the
demand & supply scenario in Indian markets, the
Company's state of the art Steel pipe manufacturing mills for
production of ERW and Spiral pipes (GI, Black, Section) and API pipes with 3 LPE coating
yielded results. Further, company from its Hindupur (A.P) unit derives benefits of
economies of scale at lower capital cost and increased market share in the premium market
of South India, leading to savings in logistic cost and strengthening the overall Steel
Pipe business of the Company.
Surya Roshni has consistently promoted its brand through various forms
of advertising, under the name Prakash Surya' for its steel pipes & strips
products. With strong promotional endeavours, the Company has built greater visibility for
its products.
LIGHTING & CONSUMER DURABLES
In Consumer Lighting, the Company will continue its high growth
momentum, and is focused on further improving its distribution and reach, across Urban,
Semi-Urban and Rural India. There will be several New Product Launches, across LED Lamps,
Battens and Downlighters, including Smart Lighting products. The
Company will continue to employ Channel Financing to support primary
partners reach and counter share objectives In Professional Lighting, the Company
is further strengthening its Key Account Management, Projects and Design teams to drive a
focused approach to its customers, and improve its project execution capabilities. There
will be several New Product Launches, across segments, including sub segments where our
market share is smaller. In Consumer Durables, company will focus on gaining market
share in both Fans and Appliances. It will expand its range of Fans, across types and
price points. It will also launch several New Products in Appliances, including in Water
Heaters, Room Heaters, Bliss Mixer Grinders Aqua Kettles, Indi Cook Rice Cookers, Infrared
Cooktops and Induction Cooktops.
Surya will be aggressive in Advertising and
Promotions in 2023-24, including both Above the Line and Below the Line
advertising. The Company will continue to invest in Automation and upgradation of
Systems to drive higher efficiencies and productivity. The Company is
also investing in the PLI scheme for LED Lighting.
With a very strong and trusted brand, consumer centricity and
innovation at the core, strong focus on quality, extremely strong distribution, a wide
product range across Lighting and Consumer Durables, aggressive and focused plans for the
year, a capable and experienced Senior Management Team, disciplined Working Capital
management and supportive Government initiatives like Aatmanirbhar Bharat and the PLI
scheme, Surya is well placed for a great FY 2023-24.
BRAND VISIBILITY
Surya reaches out to more than 300,000 retailers across the country. We
will continue to invest in below the line marketing activation programs, with higher focus
on in-store brand, product and key new product visibility. We will also invest on
engagement products both offline and online for a two-way feedback and building our
camaraderie with the channel. We will use Social Media as a means to reach out to wider
audience to drive our un-aided awareness and build preference score for key categories. To
above objectives, company has finalised and put in place new agencies to build sharper
messaging and better return on marketing investments
RESEARCH AND DEVELOPMENT CENTRE
Surya Roshni is today one of the market leaders in
Lighting Industry in India. This has become possible due to focus and
commitment of the Management and employees. High Quality Products, strong marketing, cost
effective production and a strong impetus on development and introduction of new
LED products and technologies has also played a crucial role in
achieving this. Surya Technology and
Innovation Centre (STIC) has contributed immensely towards achieving
the position presently enjoyed by the Company.
STIC has been involved in the research and development of smart, cost
effective, and efficient LED lights with many unique and first-in-class features.
The Company has invested in various resources required for the
mechanical, electronics and optical development. Experienced designers and mechanical
engineers design new luminaires ensuring that the lights stand apart in the aesthetics and
functioning.
The in-house electronics driver development for use in LED lights
ensures high quality and high reliability of all our luminaires.
The products designed and developed in the R & D centre cater to
both the Commercial and Professional
Lighting segments and cover a large range of indoor as well as outdoor
products. The Company has developed entire range of luminaires with dimmable drivers, with
programmable drivers, with astronomical timer based controls, LDR based controls and with
several other features. STIC is also working towards development of smart products in both
the segments to keep in line with the latest trends with the markets.
The Company has received design registrations for two products in the
reported year Street Light and Tunnel Light which have been completely designed and
developed in-house. It gives credibility and confidence to the design team and strong
support to the Marketing team.
All kinds of mechanical, electrical and safety tests are performed on
the products before releasing for production to ensure that the performance of products
during adverse electrical and environmental conditions is never compromised. The
Company's has NABL accredited Photometric and Electrical Testing Laboratories. The
Photometry
Testing laboratory has the capabilities to measure light distribution
pattern, illuminance, luminous flux, chromaticity, color temperature (CCT), color
rendering index (CRI) of light sources and luminaires. The centre is equipped with a High
speed Mirror Gonio photometer (Type C) from LMT, Germany along with a 2m Integrating
sphere, luminance meter and illuminance meters making it one of most well equipped
Photometric testing lab in India. The
Electrical Testing laboratory is equipped with several advanced
equipments and have the capabilities to do Surge test, Immunity test, HV, IR, Leakage
Current measurement, Switching Cycle Test, Thermal Test, Endurance test, Humidity test
along with Ingress protection and Impact protection tests. STIC has also been recognised
as an R & D Centre by DSIR (Department of Scientific & Industrial Research,
Ministry of Science & Technology).
STIC is actively supporting Surya Roshni by providing the most energy
efficient, safe, reliable and environment-friendly lighting products with best-in-class
research, design and development and thus contributing its share towards brighter, better
and a green India.
OUTLOOK
During the year, the Company become larger and stronger with its
continuous cost reduction, overhead rationalisation, value added products and creating
demand for different applications of its products. With strong emphasis of Government on
Aatma Nirbhar Bharat Abhiyaan and Vocal for Local and PLI Scheme for LED Lighting Products
/ Components, higher demand from agriculture, manufacturing, exports and from rural India
is expected in future. As company's major sale comes from rural, semi urban &
exports and therefore, going forward, both the segments of the Company shall be performing
well. With both short term and long term strategies in place, the Company aligned its
resources to the needs of the industry and customers to achieve its future goals.
Surya Roshni's strong dealer and distribution network has enabled
the Company to reach customers across the country, particularly in Tier - II, Tier III
cities, and rural areas. It has consistently generated value for its stakeholders through
its strong brand equity, robust quality, continuous innovations, sound financials,
seamless operational efficiency, and prudent management.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
As per the provisions of Section 134(3)(l) of the Companies Act, 2013
(hereinafter referred as "the Act" in this report), no material changes or
commitment affecting the financial position that have been occurred between the end of the
financial year of the Company to which the financial statements relate to the date of this
report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the
Company during the year under review.
4. GENERAL RESERVES
The Company has transferred an amount of Rs. 34 crore out of
profit for the year to General Reserve.
5. DIVIDEND:
Pursuant to Regulation 43A of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (as amended) (hereinafter referred as
"Listing Regulations" in this report), the Company has
Dividend Distribution Policy which is available on the
Company's website at the following link:
https://surya.co.in/wp-content/uploads/2022/05/ Dividend-Distribution-Policy.pdf
The Board considering the Company's performance and financial
position for the year under review, recommended a final dividendpay-outof Rs. 4.00 per
equity share for the year ended 2022-23 subject to approval from the shareholders at the
ensuing AGM and shall be subjectterm for a period of 5 consecutive years to deduction of
Income Tax at
Source (TDS). This takes the total dividend pay-out for the current
financial year toRs. 7/- (including 1st Interim Dividend of Rs. 3/- paid in February,
2023). The outflow on account of final equity dividend will be Rs. 21.76 crore.
6. BOARD MEETINGS:
Under the Law, the Board of Directors must meet at least four times a
year, with a maximum time gap of 120 days between any two meetings to consider amongst
other business, the quarterly performance of the Company andfinancialresults. The Board
meetings of the Company are held during the financial year 2022-23 in compliance to the
provisions of the Act and Listing Regulations.
During the last financial year, the Board met four times, on 19th May,
2022; 13th August, 2022; 10th November, 2022, and 18th January, 2023. For further details,
please refer to the Corporate Governance Report.
SECRETARIAL STANDARDS
The Company has complied with the applicable
Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings
of the Board of Directors' and General Meetings' respectively.
7. DIRECTORS AND KEY MANANGERIAL PERSONNEL: Re-appointment of Director
to Retire by Rotation:
As per Article 77(ii) of the Articles of Association of the Company,
Mrs. Urmil Agarwal (DIN 00053809) retire by rotation and, being eligible, offer herself
for reappointment.
Appointment of Directors
The Board of Directors on the recommendation of Nomination and
Remuneration Committee (NRC) has appointed the following directors on the Board of the
Company:
1. Mr. Tekan Ghanshyam Keswani (DIN- 09773189) as an Additional
Independent Director on 28th October, 2022 and subsequently shareholders through Postal
Ballot approved his appointment on 21st December, 2022 for his firstterm for a period of 5
consecutive years w.e.f. 28th October, 2022.
2. Mr. Naresh Agarwal (DIN- 00112365) as an Additional Independent
Director on 4th November, 2022 and subsequently shareholders through Postal Ballot
approved his appointment on 21st December, 2022 for his first w.e.f. 4th November, 2022 to
3rd November, 2027.
Cessation of Directors:
Mr. Krishan Kumar Narula - (DIN-00098124), an Independent Director, had
ceased to be director on completion of consecutive two terms as an
Independent Director of the Company w.e.f. 5th September, 2022
Mr. Sudhanshu Kumar Awasthi - (DIN-02162923), an Independent Director,
had ceased to be director on completion of consecutive two terms as an Independent
Director of the
Company w.e.f. 5th September, 2022
Mr. Pramod Jain - (DIN-00002190), an Additional Director (Non-executive
Independent), had ceased to be a director upon expiry of the term as an Additional
Director at the Annual General Meeting held on 21st September, 2022.
Change of Key Managerial Personnel (KMPs)
As per the provisions of section 203 of the Companies Act, 2013,
following officials as named below are Managerial personnel of the Company during the year
under review.
Name of the official(s) |
Key Managerial Personnel (KMPs) |
Mr. Raju Bista |
Managing Director |
Mr. Vinay Surya |
Managing Director |
Mr. Tarun Kumar Baldua |
ED & C.E.O Steel Operations |
Mr. Jitendra J Agrawal |
C.E.O Lighting & Consumer |
Mr. Bharat Bhushan Singal |
CFO & Company Secretary |
During the year, under review, Mr. Nirupam Sahay, ED & CEO Lighting
had resigned from the services of the
Company and relieved on the close of business hours on 31st May, 2022.
Further, Mr. Jitendra J Agrawal is appointed as the Chief Executive
Officer Durables of the Company w.e.f. 10th November, 2022. Furthermore, Mr. B B Singal
existing Company
Secretary has also been appointed as Chief Financial
Officer (CFO) w.e.f. 19th May, 2022
8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of
the Listing Regulations.
All the Independent Directors of the Company have been registered in
the data bank maintained with the
Indian Institute of Corporate Affairs, Manesar (IICA').
Further, in terms of Section 150 of the Act read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors
have passed or were exempted to undertake online proficiency self-assessment test
conducted by the IICA including Mr. Tekan Ghanshyam Keswani who is exempted to undertake
the test and Mr. Naresh Agarwal, Independent Director appointed during the year have to
undergo proficiency self-assessment test within the prescribed time frame.
In the opinion of the Board, all independent directors possess strong
sense of integrity and having requisite experience, qualification and expertise required
for their role and independent of the Management For further details, please refer
corporate governance report.
9. COMPOSITION OF AUDIT & OTHER COMMITTEES
The Audit Committee comprises of four Directors.
The names along with categories of the members at the meeting was as
follows:
Names of the Members |
Director |
Category Identification No. |
Mr. TaraShankar Bhattacharya! |
00157305 |
Chairman : Independent Director |
Mr. Surendra Singh Khurana |
02126149 |
Member : Independent Director |
Mr. Vinay Surya |
00515803 |
Member : Executive Director |
Mr. Sunil Sikka* |
08063385 |
Member : Independent Director |
Mr. Krishan Kumar Narula^ |
00098124 |
Ex-Chairman : Independent Director |
Mr. Pramod Jain ^^ |
00002190 |
Member : Additional Independent Director |
! Appointed as the Chairman of the Committee by the members at their
meeting held on 10th November, 2022 * Inducted as the member of the Committee by the Board
of Directors on 22nd September, 2022.
^ Ceased to be director on completion of tenure as an Independent
Director of the Company w.e.f. 5th September, 2022.
^^ Ceased to be the additional director of the Company upon expiry of
the tenure at the Annual General Meeting held on 21st September, 2022. All members of
audit committee are financially literate and have accounting and related financial
management expertise. Detailed information pertaining to the Audit Committee has been
provided in the Corporate Governance Report.
Nomination and Remuneration Committee
The composition of the Committee is as follows:
Name of the Members |
DIN |
Position |
Category |
Mr. Surendra Singh Khurana |
02126149 |
Chairman |
Non- Executive, Independent |
Mrs. Urmil Agarwal* |
00053809 |
Member |
Non- Executive, Non- Independent |
Ms. Suruchi Aggarwal** |
09501245 |
Member |
Non- Executive, Independent |
Mr. Krishan Kumar Narula^ |
00098124 |
Ex- Chairman |
Non- Executive, Independent |
Mr. Pramod Jain^^ |
00002190 |
Member |
Non- Executive,; Additional Independent Director |
! Appointed as the Chairman of the Committee by the members at their
meeting held on 10th November, 2022 * Inducted as the member of the Committee by the Board
of Directors on 19th May, 2022.
** Inducted as the member of the Committee by the Board of Directors on
22nd September, 2022.
^ Ceased to be director on completion of tenure as an Independent
Director of the Company w.e.f. 5th September, 2022.
^^ Ceased to be the additional director of the Company upon expiry of
the tenure at the Annual General Meeting held on 21st September, 2022.
Detailed information pertaining to the Nomination and Remuneration
Committee has been provided in the Corporate Governance Report.
Remuneration Policy
Remuneration Policy as framed by the Committee and approved by the
Board keeping in view the provisions of Section 178 of the Act and Regulation 19 read with
Part D Clause A of Schedule II of Listing Regulations. The policy inter alia provides for
the following: a. attract, recruit and retain good and exceptional talent; b. list down
the criteria for determining the qualifications, positive attributes and independence of
the directors of the Company; c. ensure that the remuneration of the directors, key
managerial personnel and other employees is performance driven, motivates them, recognises
their merits and achievements and promotes excellence in their performance; d. ensure a
transparent nomination process for directors with the diversity of thought, experience,
knowledge, perspective, excellence in their performance; e. fulfil the Company's
objectives and goals, including in relation to good corporate governance, transparency and
sustained long term value creation for its stakeholders.
The said policy is available on the website of the
Company and can be accessed at the following link:
https://surya.co.in/wp-content/uploads/2022/06/ NRC-Revised-Policy_19.05.2022.pdf
Stakeholder's Relationship Committee
Composition / Name of Members and Chairperson
The Committee headed by Mr. Sunil Sikka (Non-executive
Independent Director) has the mandate to review and redress stakeholder grievances. The
Composition of the committee is as follows:
Name of the Members |
DIN |
Position |
Category |
Mr. Sunil Sikka! |
08063385 |
Chairman |
Non- Executive, Independent |
Mr. Raju Bista |
01299297 |
Member |
Executive; Non- Independent |
Mr. Surendra Singh Khurana* |
02126149 |
Chairman |
Non- Executive, Independent |
Mr. Krishan Kumar Narula^ |
00098124 |
Ex- Chairman |
Non- Executive, Independent |
Mr. Pramod Jain^^ |
00002190 |
Member |
Non- Executive,; Additional Independent
Director |
! Inducted as the member of the Committee by the
Board of Directors on 22nd September, 2022 and appointed as the
Chairman of the Committee by the members at their meeting held on 16th March, 2023
*Inducted as the member of the Committee by the Board of Directors on 22nd September,2022.
^ Ceased to be director on completion of tenure as an Independent
Director of the Company w.e.f. 5th September, 2022.
^^Ceased to be the additional director of the Company upon expiry of
the tenure at the Annual General Meeting held on 21st September, 2022.
Detailed information pertaining to the Stakeholder's Relationship
Committee has been provided in the
Corporate Governance Report.
Risk Management Committee
The Committee is, inter-alia, responsible to formulate the detailed
risk management policy by identifying the internal and external risks faced by the Company
including financial,operational, sectoral, sustainability (particularly, ESG related
risks), information, cyber security risk, measures for risk mitigation, business
continuity plan. The committee regularly review the methodology, processes and systems to
monitor and evaluate risks associated with the business of the Company and proper
implementation of the risk management policy. The committee kept updated the board of
directors about the nature and content of its discussions, recommendations and actions to
be taken.
Composition / name of members and chairperson
The Committee headed by Mr. Sunil Sikka (Non-executive
Independent Director) shall discharge the role and responsibilities as specified in Part C
of Schedule II of the Listing Regulations as amended from time to time. The Composition of
the committee is as follows:
Name of the Members |
DIN |
Position |
Category |
Mr. Sunil Sikka |
08063385 |
Chairman |
Non- Executive, Independent |
Mr. Vinay Surya |
00515803 |
Member |
Executive Non- Independent |
Mr. Kaustubh N Karmarkar |
00288642 |
Member |
Executive Non- Independent |
Mr. Tarun Baldua |
- |
Member |
ED & CEO (Steel Operations) |
Mr. Krishan Kumar Narula^ |
00098124 |
Ex- Chairman |
Non- Executive, Independent |
Mr. Pramod Jain^^ |
0002190 |
Member |
Non- Executive, Additional Independent |
Mr. Nirupam Sahay^^^ |
- |
Member |
ED & CEO (Lighting) |
! Appointed as the Chairman of the Committee by the members at their
meeting held on 1st March, 2023
^ Ceased to be director on completion of tenure as an Independent
Director of the Company w.e.f. 5th September, 2022.
^^ Ceased to be the additional director of Company upon expiry of his
tenure at the Annual General Meeting held on 21st September, 2022.
^^^ Resigned and relieved from the services of
Executive Director & CEO- Lighting of the Company w.e.f. 31st May,
2022.
Detailed information pertaining to the Risk
Management Committee has been provided in the Corporate Governance
Report.
10. WHISTLE BLOWER POLICY (VIGIL MECHANISM) :
As per the provisions of Section 177(9) & (10) of the Act read with
4(2)(d)(iv) of Listing Regulations, the Company promotes ethical behaviour in all its
business activities and has put in place a mechanism of reporting illegal or unethical
behaviour. The
Company has a Whistle Blower Policy (Vigil mechanism) wherein the
directors and employees are free to report violations of laws, rules, regulations or
unethical conduct, actual or suspected fraud or violation of the Company's code of
conduct or ethics policy to the nodal officer. The confidentiality of those reporting
violations is maintained and they are not subjected to any discriminatory practice.
The Company will oversee the mechanism through the Audit Committee and
no personnel have been denied access to the Audit Committee. The Whistle
Blower policy of the Company has been posted on the website of the
Company at the following link: https://surya.co.in/wp-content/
uploads/2022/05/162928_whistle-blower-policy.pdf
11. DIRECTORS RESPONSIBILITY STATEMENT IN PURSUANCE OF SECTION
134(5) OF THE COMPANIES ACT, 2013 :
The Board of Directors of the Company confirm that: a. in the
preparation of the annual accounts for the financial year ending 31st March, 2023, the
applicable accounting standards had been followed along with proper explanations relating
to material departures; b. the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year ending 31st March, 2023 and of the profit of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d.
the Directors had prepared the annual accounts on a "going concern" basis; e.
the directors, had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; f. the
directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Details in respect of frauds reported by auditors under section 143(12)
of the Act:
During the year under review, no instances of any frauds were reported
by the Statutory Auditors to the
Audit Committee or the Board under section 143(12) of the Act.
12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year, Company has a sole non-listed
Indian Wholly-Owned Subsidiary namely SURYA ROSHNI LED LIGHTING
PROJECTS LIMITED (CIN U31200DL2019PLC344720) having an authorised capital of Rupees
Five crore and paid-up capital of Rupees Three crore eighty five lakh as a Special Purpose
Vehicle (SPV).
A statement providing details of performance and salient features of
the financial statements of the Subsidiary company as per Section 129(3) of the Act, is
provided in AOC-1 as Annexure I to this Report. Further during the year under
review, no company have become / ceased to be our Subsidiary / Joint Venture/ Associate
Company.
In accordance with the provisions of the Act and Listing Regulations
read with Ind AS-110-Consolidated Financial Statement, the consolidated audited financial
statement forms part of the Annual Report.
13. ANNUAL RETURN:
As per the provisions of cost audit and have been of section 92(3) of
the conducting Act read with the Companies (Management and Administration) Rules,
2014, a copy of Annual Return (2022-23) has been placed on the website of the Company and
can be accessed at following link:
https://surya.co.in/investor-relations/investor-information/#annual-return/
14. AUDITORS AND AUDIT REPORT: STATUTORY AUDITORS:
Pursuant to the provisions of section 139 of the Act, the members at
the Annual General Meeting ("AGM") of the Company held on 21st September, 2022
had re-appointed M/s Ashok Kumar Goyal & Co, Chartered Accountants (firm
registration No. 002777N) as
Statutory Auditors of the Company for the second term to hold office
for five years from the conclusion of 49th AGM till the conclusion of 54th AGM The
Statutory Audit Report for the year 2022-23 does not contain any qualification,
reservation or adverse remark or disclaimer made by the Statutory Auditors.
APPOINTMENT OF OTHER AUDITORS COST AUDITOR
The Company has maintained accounts and records as specified under
sub-section (1) of 148 of the Act read with Companies (Audit & Auditors) Rules, 2014.
Pursuant to Section 148 of the Act, the Board has appointed M/s R. J. Goel & Company
(a Cost auditor firm) as Cost Auditors for conducting the audit of the cost records of the
Company for the financial year 2022-23. In accordance with the provisions of Section
148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditors as recommended by the Audit Committee and
approved by the Board has to be ratified by the members of the Company. Accordingly,
appropriate resolution will form part of the Notice convening the AGM. The approval of the
members is sought for the proposed remuneration payable to the
Cost Auditors for the Financial Year ended 31st March, 2024. M/s R.J.
Goel & Co., have vast experience in the the field audit of the cost records of the
Company for the past several years. The Cost Audit Report of the Company for the Financial
Year ended 31st March, 2023 will be filed with the MCA.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/s PI & Associates, (PR No. 1498/2021), a firmof Company Secretaries in
Practice, to conduct Secretarial Audit of the Company for the financial year 2022-23. The
Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith
and marked as Annexure II to this report. The Secretarial Audit Report(s) is self-
explanatory and does not contain any qualification, reservation or adverse remark.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
Information on Conservation of Energy, technology absorption, foreign
exchange earnings and outgo, is required to be given pursuant to the provisions of section
134 of the Act, read with the Companies (Accounts) Rules, 2014 are annexed hereto and
marked as Annexure III and form part of this report.
16. DETAILS RELATING TO DEPOSITS
The Company has not accepted deposits under
Chapter V of the Act. At the close of the year no amount is lying
unpaid / unclaimed of any depositor for payment with the Company.
17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, there were no significant and material
orders passed by the regulators or courts or Tribunals, which may impact the going concern
status of the Company and its operationsinfuture. appropriately mitigated,
18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
SURYA, Internal financial controls with reference to the financial
statements are adequate and operate effectively and ensures orderly and efficient conduct
of its business including adherence to its policies, safeguard its assets, prevent and
detect frauds and errors, maintain accuracy and completeness of its accounting records and
further enable it in timely preparation of reliable financial information. During the
year, such controls were tested and no reportable material weakness in the design or
operation were observed.
The Company is having an independent Internal Audit Department assisted
by external professionals for assessing and improving the effectiveness of internal
financial control with reference to financial statements and governance. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As per the provisions of section 186(4) read with Rule 11 of the
Companies (Meetings of Board and its
Powers) Rules, 2014, the particulars of loans given, investments made,
guarantees given and securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilised by the recipient are provided in the
Standalone
Financial Statement (Please refer Note 6 and 46 to the Standalone
Financial Statement).
20. RISK MANAGEMENT POLICY:
In line with the provisions of Section 134(3)(n) of the Act and
Regulation 17(9) of Listing Regulations, the Risk Management Policy (referred to as RMP
Policy) has already been formulated by the Risk Management Committee. The Policy aimed to
develop an approach to make an assessment and management of the risks in
financial,operational and project based areas in a timely manner. The main objectives of
the Risk Management Policy are:
To ensure that all the current and future material risk exposures of
the Company are identified, assessed, quantified, minimised and managed.;
To protect brand value through strategic control and operational
policies;
To establish a framework for the Company's risk management process
and to ensure company- wide implementation;
To ensure systematic and uniform assessment of risks related with
different functions of the
Company;
To enable compliance with appropriate regulations, wherever applicable,
through the adoption of best practices.
Detailed information pertaining to the same has been provided in the
Management Discussion and Analysis (MDA) to the Report and therefore not repeated, to
avoid duplication.
21. CORPORATE SOCIAL RESPONSIBILITY POLICY:
To attain Company's Corporate Social Responsibility objectives,
Board has constituted Corporate Social Responsibility Committee (referred to as "CSR
Committee") as per the provisions of Section 135 of the Act.
Composition / Category / Name of Members and Chairperson
The Corporate Social Committee comprises of four
Directors. The names along with categories of the members at the
meeting was as follows:
S. No. Name of the Members |
DIN |
Category |
1. Mr. Jai Prakash Agarwal |
Member |
Executive Chairman |
2. Mr. Raju Bista |
Member |
Managing Director |
3. Mr. Kaustubh Narsinh Karmarkar |
Member |
Non- Independent Director |
4. Ms. Suruchi Aggarwal $ |
Chairman |
Independent Director |
5. Mr. Krishan Kumar Narula^ |
00098124 |
Ex- Independent Director |
6. Mr. Pramod Jain^^ |
00002190 |
Ex - Additional Director |
$ Inducted as the member of the Committee on 22nd September, 2022 and
appointed as the chairman by the members of the committee held on 16th March, 2023
^ Ceased to be director on completion of tenure as an Independent
Director of the Company w.e.f. 5th September, 2022.
^^ Ceased to be the director of the company upon expiry of his tenure
as Additional Director on the date of Annual General Meeting held on 21st September, 2022
During the last financial year two CSR Committee meetings were held on 19th May, 2022 and
16th March,2023.
To attain the objectives of Corporate Social Responsibility in a
professional and integrated manner CSR Committee framed the Corporate Social
Responsibility Policy of the Company in line with Companies (Corporate Social
Responsibility Policy)
Amendment Rules, 2021.
"Surya Roshni Limited CSR Policy" framed as per the
provisions of Section 135 and Schedule VII of the Act, describes and contains the
Company's philosophy for delivering its responsibility as a corporate citizen and
lays down the guidelines, process and mechanisms for undertaking socially useful
programmes for welfare and sustainable development of the community at large. The key
objective is to eradicating hunger, poverty and malnutrition; Promoting health care;
making available safe drinking water & Sanitation; Promoting education; enhancing
vocational skills & livelihood enhancement projects; Women empowerment; Promoting of
home and hostels for women and orphans; Reducing inequality faced by socially and
economically backward groups; Animal welfare /animal care; Promoting Art & Culture;
Contribution to Prime Minister Relief Fund; Rural development projects; and addressing
environmental issues.
The detailed Corporate Social Responsibility Policy of the Company is
available on the website of the Company at the following link: https://surya.
co.in/wp-content/uploads/2023/08/Revised-CSR-Policy_27.04.2023-.pdf
The Company discharged its responsibilities through
Surya Foundation, a public trust, (a registered entity under
Ministry of Corporate Affairs (MCA) vide Registration Number CSR00002663 for undertaking
the CSR activities) established in 1992 with established track record of more than 30
years, to undertake CSR related activities and further is an eligible implementing agency
in accordance with the provisions of section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 amended from the time.
The CSR projects or programs or activities undertaken by the Company as
per the Company's CSR Policy in India only, which includes Rural Development
Programme, Promoting Health Care including Preventive Health Care and any other project
covered under Schedule VII of the Act. The CSR activities like personality development
camp, Computer Training camp, Eye camp, Poshan Vatika, Go-Utpad Training Camp, Gram Gaurav
Prog, Plantation of rural area,
Sports tournament, Selai Kendra, Swastya Shiver etc. or any other
activities covered under Schedule VII of the Act shall be carried on under Rural
Development Programme' (Adarsh Gram Yojana Project) and also undertake projects
on Naturopathy, Health Camps under Promoting Health Care including Preventive
Health Care' and any other projects covered under
Schedule VII of the Act. The Company prefer to take up projects for
spending the amount earmarked for CSR at local areas and regions where the Company
operates and on pan India basis.
During the year under review, Company spent Rs.
4.23 crore on corporate social activities being not less than two
percent of the average net profits of the Company(s) made during the three immediately
preceding financial years as required under the provisions of Section 135(5) of the Act.
No amount was left unspent during the year under review on CSR activities.
Annual Report on Corporate Social Responsibility
Activities of the Company for the financial year 2022-23 is annexed as Annexure
IV to the Board's Report.
All expenses and contributions for CSR activities are made after
approval from the Chairman of the
CSR Committee, which are placed before the CSR committee. The Chairman
ensures that the expenses/ contribution made are in compliance with the CSR
Policy.
22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year ended 31st March, 2023, all the contracts or
arrangements or transactions that were entered into with related party as defined under
the Act, and Regulation 23 of Listing Regulations, were on an arm's length basis and
were in the ordinary course of business. However, pursuant to Regulation 23(2) of Listing
Regulations, prior approval of the
Audit Committee was sought for entering into related party
transactions.
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on arm's length basis. During the year, the Company had not entered into any contract
/ arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on related party transactions. Thus, disclosure
in form AOC-2 is not required. As per the requirements of section 188 of the Act read with
Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Rule 6A
of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of
Listing Regulations, revised policy on Related Party Transactions and also on dealing with
Related Party Transaction has been framed, to ensure the proper approval and reporting of
transactions between the Company and its Related
Parties.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the
Company's website at the following link:
https://surya.co.in/wp-content/uploads/2022/06/ RPT_Revised_Policy_19.05.2022.pdf
Your Directors draw attention of the members to Note No. 49 to the
Standalone financial statement which sets out disclosures on related parties and
transactions entered into with them during the
Financial Year under review.
23. PERFORMANCE EVALUATION:
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Clause VII and VIII of
Schedule IV of the Act and in compliance with
Listing Regulations and other applicable regulations referred to as
"Listing Regulations", Nomination and Remuneration Committee ("the
Committee") has formulated "Nomination and Remuneration Policy" for
performance evaluation of Independent Directors, Board, Committees and other Individual
Directors. As per the provisions of section 178(2) of the Act and Clause VII & VIII of
Schedule IV of the Act read with Listing Regulations, Nomination and Remuneration
committee carried out annual performance evaluation of Director's according to their
roles and duties on the Board of the Company and in particular considered the following
aspects - a. The skills, relevant experience, expertise and personal qualities that will
best complement the position; b. Potential conflicts of interest and independence; c.
Detailed background information and performance track record; d. the ability to exercise
sound business judgment; e. availability to attend Board and Committee meetings; and f.
appropriate experience and/or professional qualifications.
The Company has devised a formal process for annual evaluation of
performance of the Board, its Committees and Individual Directors including
Independent Directors. The process provides that the performance
evaluation shall be carried out on annual basis.
A separate exercise was carried out to evaluate the performance of
individual director including the Chairman and Non-Independent Directors and evaluate the
Boards Performance, Board Committees performance by the Nomination and Remuneration
Committee (NRC) and submit its recommendation for review at the Independent Directors
meeting and performance of the individual independent directors by the Nomination and
Remuneration Committee and submit its recommendation for review to the Board.
On the basis of the recommendation received from Nomination and
Remuneration Committee in regard to performance evaluation of Non-Independent Directors
including the Chairman of the Company and the Board as a whole (including its Committees),
Independent Directors at its meeting reviewed the - Evaluation of the
Performance of the Non
Independent Directors and the Board as a Whole.
Evaluation of the performance of the Board
Committees including Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee,
Risk Management Committee and Other Compliance Committees.
Evaluation of the Performance of the Chairman of the Company taking
into account the views of
Executives and Non-Executive Directors.
Evaluation of the quality, content and timelines of flow of
information between the Management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.
The performance evaluation as carried out by the Nomination and
Remuneration Committee and Independent Directors at their respective meetings were based
on feed-back form received from Directors.
Feed-back form carried a structured questionnaire prepared after taking
into consideration various aspects of the Board's functioning and submit their report
accordingly.
Based on the recommendations of the Nomination and Remuneration
Committee, the Independent directors at their meeting held on 29th March, 2023 reviewed
and evaluated the performance of Non-Independent Directors including the Chairman and
further review and evaluate the Boards Performance,
Board Committees performance and submit its report to the Chairman of
the Company for assessment. Pursuant to the provisions Section 134(3)(p) and Clause VIII
of Schedule IV of the Companies Act, 2013 other applicable provisions of the Act and in
compliance with the provisions of Regulation 17(10), 19 and 25(4) read with Part D of
Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
referred to as the Listing Regulations read with SEBI Circular No. SEBI/HO/
CFD/CMD/CIR/P/2017/004 dated 5th January, 2017 on Guidance Note on Board evaluation (as
amended), formal annual evaluation has been made by the Board after reviewing each and
every parameter of Performance evaluation of Board as a whole, its
Committees and that of every individual director (including Independent
Directors) in detail and after taking into consideration the report submitted by the NRC
and Independent Directors on performance evaluation, collectively submit Comprehensive
Annual Evaluation Performance Report in regard to its own performance,
its Committees viz. Audit Committee, Nomination & Remuneration Committee,
Stakeholder's Relationship Committee, Corporate Social Responsibility Committee, Risk
Management
Committee and other Compliance Committees and that of individual
directors including its Chairperson, Managing Directors, Independent Directors and
Non-independent directors accordingly. Directors expressed deep satisfaction with the
entire performance evaluation process.
24. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
The Company has taken adequate steps to adhere to all the stipulations
laid down in regulations 17 to 27, 46 and para C, D, E and F of Schedule V of Listing
Regulations. A report on Corporate Governance is provided in Annexure V and
form part of this Report. The Certificate from the Statutory Auditors of the Company
confirming conditions of Corporate Governance as stipulated under listing Regulations read
with Schedules of
Listing Regulations, is attached to that report.
25. BUSINESS RESPONSIBILITY AND SUSTAIABILITY REPORT
As stipulated under the Listing Regulations, the Business
Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the
Company from an environmental, social and governance perspective is enclosed and marked as
Annexure VI
26. BOARD DIVERSITY
The Company recognises and embraces the importance of a diverse Board
in its success. We believe that a truly diverse board will leverage differences in
thought, perspective, knowledge, skill, industrial experience, age, ethnicity, gender
which will help us to retain our competitive advantage. The Board as recommended by
Nomination and Remuneration Committee has adopted the Board Diversity Policy which set out
the approach to diversity of the Board of Directors.
27. GENERAL i. EMPLOYEE STOCK OPTION SCHEMES
The Shareholders of the Company approved the
SRL Employee Stock Option Scheme 2018 for 8,00,000 ESOPs vide their
Special Resolution dated 28th September, 2018 and Surya Roshni Limited - Employee Stock
Option Scheme 2021 for 8,00,000 ESOPs vide their Special Resolution dated 19th
June , 2021
Disclosure with respect to Stock Options, as required under sub-rule 9
of Rule 12 of the
Companies (Share Capital and Debentures)
Rules, 2014 and under the specified Regulations of the Securities and
Exchange Board of India
(Share Based Employee Benefits Sweat Equity) Regulations, 2021
(the Regulations') as amended by Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, are available in the
Notes to the Financial Statements and can also compliancebe accessed on
the Company's website www. with the surya.co.in During the year, there has not been
any change in the Company's Employee Stock
Option Scheme. The scheme is in compliance with the Regulations. Your
Company's Secretarial Auditors M/s. PI Associates, certify the Employee Stock Option
Schemes of the Company as implemented in accordance with the
Regulations and the resolutions passed by the Members in this regard. ii. PREVENTION OF
SEXUAL HARASSMENT AT WORKPLACE
As per the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has
formed an Internal Committee to address complaints pertaining to sexual harassment in the
workplace. The Company policy mandates prevention of sexual harassment and to ensure a
free and fair enquiry process with clear timelines for resolution. Your Directors state
that during the year under review, there was no cases filed pursuant to Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. iii. As
per the Listing Regulations, the compliance certificate from Managing Directors and Chief
Financial Officer is given and marked as as Annexure VII to this report. iv.
Details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at
the end of the financial year.- Nil
Details of difference between amount of the valuation done at the time
of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof Nil
28. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) read with rule
5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as per Annexure
VIII.
29. ACKNOWLEDGEMENTS
The Board places on record their appreciation for the continued support
from Financial Institutions, Bankers, Central and State Government Bodies, Legal Advisers,
Consultants, Dealers, Retailers, other Business Constituents and Investors. The Board also
wish to place on record once again, their appreciation for the contribution made by the
workers, staff and executives at all levels, to the continued growth and prosperity of the
Company. The overall industrial relations remained cordial at all the establishments.
for and on behalf of the Board of Directors |
|
J P Agarwal |
Place: New Delhi |
Chairman |
Dated: 27th April, 2023 |
DIN- 00041119 |
|