The Board of Directors hereby submits the Fifty First (51st) report of the business and operations of the Company along with the audited financial statements, for the financial year ended 31st March, 2024. The Consolidated performance of the Company and its wholly-owned subsidiary has been referred to wherever required.
1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS:
(' in crore)
|
Particulars
|
Standalone
|
Consolidated
|
|
For the year ended 31st March,
|
For the year ended 31st March,
|
|
2024^1
|
2023
|
2024
|
2023
|
|
Revenue from Operations
|
7808.52
|
7995.95
|
7809.27
|
7996.71
|
|
Other Income
|
13.78
|
5.22
|
13.89
|
5.35
|
|
Total Revenue
|
7822.30
|
8001.17
|
7823.16
|
8002.06
|
|
EBITDA
|
585.92
|
619.18
|
586.31
|
619.51
|
|
Finance Costs
|
24.05
|
44.84
|
24.05
|
44.85
|
|
Cash Profit
|
561.87
|
574.34
|
562.26
|
574.66
|
|
Depreciation and amortisation expenses
|
117.27
|
115.41
|
117.27
|
115.41
|
|
Net Profit Before Tax (PBT)
|
444.60
|
458.93
|
444.99
|
459.25
|
|
Tax Expenses
|
115.74
|
123.65
|
115.83
|
123.73
|
|
Net Profit After Tax (PAT)
|
328.86
|
335.28
|
329.16
|
335.52
|
|
Other Comprehensive Income
|
(1.31)
|
(0.43)
|
(131)
|
(0.43)
|
|
Total Comprehensive Income
|
327.55
|
334.85
|
327.85
|
335.09
|
|
EPS (Basic in ')*
|
30.48
|
31.37
|
30.51
|
31.39
|
|
EPS (Diluted in ')*
|
30.22
|
30.81
|
30.25
|
30.83
|
*The Company has completed the sub-division of shares from ' 10/- each to ' 5/- each as per the record date of 6th October, 2023, as approved by shareholders at AGM of the Company held on 15th September, 2023. Therefore, effect of increase in number of shares is considered while calculating Basic EPS and Diluted EPS in above results and previous period figures are also restated for Basic EPS and Diluted EPS in accordance with Ind AS 33 'Earnings per share'.
Standalone Financial Highlights:
During the year under review, inspite of challenging business environment world-wide, muted demand of high value-added products in pipes segment, the Company achieved much satisfied performance on account of better driven volume growth, coupled with better product mix, the revenue from operations of the Company stands to ' 7,808.52 crore in FY 2023-24 as compared to ' 7995.95 crore last year registered a slight dip of (2.34) % as compared to last year.
In-spite of significant reduction in prices across different grades of company products during the year, the EBITDA stands to ' 585.92 crore as compared to ' 619.18 crore reported last year, Profit before tax (PBT) stands at ' 444.60 crore as compared to ' 458.93 crore last year and Profit after tax stand at ' 328.86 crore as compared to ' 335.28 crore last
year, registered a slender fall of 5.37%, 3.12% and 1.91% in EBITDA, PBT and PAT over the last Financial year 2022-23.
The said sustained performances are based on the improvement in the operational performance supported by higher cost efficiency, better product mix and better contribution of Lighting business, thereby leading to sustained profitability and improvement in liquidity position.
With deeper market penetration in rural and semiurban markets with diversified product profile, nationwide marketing network, established brand name, experienced management brings overall synergy and greater integration.
The Company's trusted brands backed by own production facilities and through adoption of latest technology, operational efficiency, excellent customer service and launch of innovative and diversified
products in the market will add a fillip to the revenues with improved profitability in both the segments. Consolidated Financial Highlights:
The Company has a sole wholly-owned subsidiary company namely SURYA ROSHNI LED LIGHTING PROJECTS LIMITED, which was incorporated as Special Purpose Vehicle (SPV). In the fiscal year under review, the revenue from operations of the Group is ' 7,809.27 crore as compared to ' 7,996.71 crore last year registered a slight fall of 2.34% EBITDA was ' 586.31 crore as compared to ' 619.51 crore last year registered a fall of 5.36%, Profit before tax stands at ' 444.99 crore as compared to ' 459.25 crore last year, decreased by 3.11% and Profit after tax stands at ' 329.16 crore as compared to ' 335.52 crore last year registered a trim fall of 1.90%.
TOTAL DEBT FREE: Through consistent efforts over the past few years, today, the Company have become a Totally Debt Free Company with cash surplus of ' 65.81 crore as on 31st March, 2024.
STEEL PIPES & STRIPS
The Steel pipes are primarily used for transporting fluids, such as water, oil, & gas and are manufactured using low-carbon and alloy steel. They play a crucial role in the downstream, upstream, and midstream processing of petroleum and crude oil. Factors such as yield strength, ductility, pressure rating, and inside diameter are pivotal in their selection.
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.
The Oil & Gas sector plays a pivotal role in India's economy, influencing decision-making across various sectors. The country's economic trajectory is intricately linked to its energy requirements, with forecasts suggesting a doubling of oil demand by 2045. As the oil & gas industry continues to evolve, steel has become even more effective and reliable due to advances in technology. Today, steel pipes are specifically designed for use in the oil & gas industry for transportation of crude oil, and natural gas.
The Government's initiatives like Gati Shakti, the National Infrastructure Pipeline (NIP), and the
National Investment and Infrastructure Fund (NIIF) aim to streamline infrastructure planning and funding. Moreover, they facilitate the development of roads, railways, airports, ports, mass transport, and waterways.
The Government's has also initiated various sustainable water management initiatives. These include AMRUT, PMKSY, the Namami Gange Programme, Jal Shakti Abhiyan, the National Groundwater Management Improvement Scheme, and the Atal Bhujal Yojana. Additionally, the Jal Jeevan Mission aims to provide Functional Household Tap Connection (FHTC) to every rural household, ensuring a safe and adequate drinking water supply in rural India.
Surya being the largest exporter of ERW pipes and largest producer of ERW GI Pipes in India. manufactures ERW Steel pipes (GI Black, Hollow Section), API & Welded pipes, Spiral, 3LPE Coated pipes & CR strips having wide applications of its products in Agriculture, Infrastructure, Oil & Gas and Construction sectors. The Company products are approved by API (American Petroleum Institute) for Oil & Gas sector.
The Company has established in the year 2010 its Anjar unit on 92 Acres are which is in close proximity to Kandla and Mundra port provides 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 also established in the unit, world's one of the best 3LPE Coating facility having latest technology from Selmer, Netherland 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.
With the established 3LPE Coating line, the Company is 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 growth of the Company. The Company further plan to manufacture pipes of up to 130 inches, at its plant.
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) set-up at Malanpur, near Gwalior (M.P) with an installed capacity of 36,000 MTPA in April, 2022.
The DFT technology paves an innovative route of high tech designed methodology to produce ERW Structural Pipes and also enabled to improve company's value added offerings of large diameter heavy structural pipes at economies of scale. In Direct Forming Technology (DFT), company earlier manufacture pipes of 150*150 mm diameter and now have successfully undertaken trial to manufacture pipes of 132*132 mm diameter during the year. 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.
The wide acceptance of Company's steel pipe products is evident with its expanding market share and brand preference. As world-class quality products of the Company are being sold by 250 dealers and 21000 retailers across India and are also being exported to more than 50 countries across the globe namely UAE, Australia, Egypt, EU, Canada, U.S etc.
The Company, continue to maintain its supremacy in the domestic market and is now at par with all the leading Global pipe manufacturers in terms of supplying high quality of API line pipes with internal & external coating. Different types of coating like 3LPE, 3LPP, FBE (single & dual layer) and internal epoxy coating are carried to safeguard the pipe from rusting and also increases the life of the pipe. Different other pipes specifications such as EN, BS, AUSTRALIA & ASTRA GRADE are also manufactured by the Company.
The year under review has been characterised by notable market volatility, driven by heightened attention to inflation management, amid ongoing repercussions stemming from the Russia-Ukraine conflict, which has led to global economic slowdown. The Indian domestic market has largely remained decoupled, which has enabled us offset subdued export growth with healthy tailwinds in domestic demand. Despite an overall challenging economic environment, the segment reported a satisfied performance during the year.
The Revenue of the segment stands at ' 6,241.78 crore in 2023-24 as compared to ' 6,451.88 crore
during 2022-23 registered a slight fall of 3.26%, mainly on account of slowdown in demand of high-value added products, which was marginally offset by better sales in all other segments of pipes. The reduction in steel prices during the year was offset by a good volume growth of about 6% during FY 202324. However, with muted demand, the EBITDA was declined by 12.32% and stands at ' 435.88 crore in 2023-24 as compared to ' 497.17 crore in 2022-23. The EBITDA per ton stands to ' 5,401 in 2023-24 as compared to ' 6,496 per metric ton last year. The cash profit and Profit Before Tax (PBT) stands to ' 414.02 crore and ' 325.42 crore respectively as compared to ' 457.41 crore and ' 368.86 crore reported in 2022-23. The order book particularly the value added products such as API coated pipes and exports continued to grow despite resurgence in export. The Company recently received EPD (Environmental Product Declarations) certification for all products, which is mandatory requirement for customers in export markets, especially in Europe. The Company also got registered during the year in the Neom city which is a new urban area planned by Saudi Arabia. The registration will enable the Company to supply its pipes for new city projects in the Neom - from where the Company is having active enquiries for supply.
The Company, have also introduced new diameter pipes ranging from 8 to 12 inches in addition to current offering of upto 6 inches pipes in the Middle East market. In addition to its existing market presence, the Company has successfully strengthened its foothold in the Canadian market for large-diameter section pipes, solidifying its position within this segment further.
CONCLUSION
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 ample opportunities. With the Company's existing capacities for GI pipes and robust presence in rural regions of India, it is well-positioned to capitalise on this growth potential.
Through continuous focus on value added product, cost optimisation, manpower cost, electricity, logistic and other manufacturing cost along with operating efficiencies, the growth pendulum of the segment witnessed in the positive direction. With 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, '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 transformation in recent years,
as highly energy-efficient LED lights is increasingly
popular choice for both residential and commercial
use.
During 2023-24 the Company registered Consolidated Revenue from operations of ' 1571.94 crore as compared to ' 1,545.17 crore in 2022-23 an increase of 1.73%. The EBITDA and Cash Profit have registered a growth of 22.95% and 26.43% and stands to ' 150.42 crore and ' 148.24 crore respectively in 2023-24 as compared to ' 122.34 and ' 117.25 crore achieved in 2022-23. The Profit before tax stood registered an increase of 32.28% and stands at ' 119.57 crore as compared to ' 90.39 crore achieved in 2022-23. In-spite persistent price deflation which impacted revenue growth, company through its diligent cost actions ensure good growth in EBITDA margins. Professional Lighting and many categories in Consumer Durable space delivered excellent growth. Company introduced many new products around the year and continued working on quality, cost and supply chain excellence for existing products.
OVERVIEW, AND ACHIEVEMENTS IN 2023-24 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 manufacturing and sales of Conventional Lighting and energy-efficient LED Lighting (LED Bulbs, LED Battens, LED Tubes, Downlighters and other Luminaires) in the Consumer segment, and advanced Smart LED products for the Street Lighting, Infrastructure, Industry, Office and Retail Segments in the Professional segment. Fagade Lighting and Solar Lighting are big growth areas for the Company.
Over the years, Surya is recognised as a trusted and experienced brand in both B2C and B2B categories. The Company has state-of-the-art manufacturing facilities at Kashipur (Uttarakhand) and Malanpur near Gwalior (Madhya Pradesh). It also has an advanced R&D Centre and NABL certified lab which is known as Surya Technology & Innovation Centre (STIC) at Noida.
Some of the key achievements for Lighting & Consumer Durables in 2023-24:
• Professional lighting grew approximately 20% and has a robust order book.
• Some of the categories like Fans, Water heater, Room heater, Iron, Kitchen Appliances, Downlighter, Festival lighting products grew in double digits and delivered excellent performance.
• With continuous work on design, Quality and manufacturing excellence, Cost related to warranty of LED Products has seen a significant reduction and is now one of the best in the industry.
• Both Lighting Plants met its productivity targets through numerous automation and improvement projects.
• Sales, Marketing activations and new products in all categories has supported in mix improvement of Premium portfolio.
• Greater thrust on advertising and marketing activities 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 like NCRCT-RRTS Namo Bharat Metro, DDA Vikas Minar, Atal Setu, Sanwariya Seth Temple, Sabarmati HSR Terminal Fagade. We are now an approved make in most Central, State Government authorities, PSUs, EPCs and at many Electrical consultants.
PLI Scheme
The Indian Government's Production-Linked Incentive (PLI) scheme for white goods is a significant step towards enhancing the global competitiveness of
Indian air conditioner and LED lighting manufacturers. The scheme provides incentives to manufacturers who meet certain production targets.
The objective of the scheme is to encourage companies to increase their production capacity and invest in research and development to design new and innovative products. This, in turn, is expected to boost local manufacturing and sourcing of components and create employment opportunities in India.
The Company's capex under the PLI scheme is ongoing as per schedule and as incremental criteria had been fulfilled, PLI scheme claim for the 1st Year period has been received. The Company remains committed to further bring down the cost, which will enable the Company to offer high quality products Our investment towards PLI scheme has not only bolstered our competitive position, but also facilitated a successful integration of our operations, resulting in enhanced operating performance.
FUTURE PROSPECTS STEEL PIPES & STRIPS
The Indian economy is currently experiencing robust growth, showcasing resilience amid global economic uncertainties. Projected to grow at 7.2% in FY 2023-24, this marks the third consecutive year of over 7% growth, highlighting the economy's strong performance.
The Indian steel pipes and steel tubes market has exhibited robust growth, with its size estimated at USD 32.88 billion in 2023 and projected to reach USD 37.69 billion by 2030, registering a CAGR of 6.43% during the forecast period. Indian economy, gradually become a preferred location for global manufacturing in medium to long term, shall make the Company more competitive considering its strong brand presence, Pan India operations and extensive dealer network mainly in rural and semi-urban areas.
India has become the global pipe manufacturing hub primarily due to the benefits of its lower cost, high quality and geographical advantages. The global accreditations and certifications that the Indian companies possess have made them preferred suppliers for many leading Oil and Gas companies in the world and particularly those in Middle East, North America, Europe and Canada.
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 has also invested to modernise its existing cold rolling plant at Bahadurgarh facility. Once the process of modernisation completed in FY25, the production capacity of the Cold Rolled plant will have enhanced to 1,50,000 M.T per annum, thus attain better surface quality and shape of material and will also meet the closed thickness tolerance for some main segments like stamping, cycle rim and able to add some wider auto stacking stamping as per market requirements.
The Company, a leading player in the steel pipes market, is well-positioned to benefit from the growing demand for steel pipes in the oil & gas segment. The Company offers a range of products, including API, 3LPE coated, and spiral pipes, to meet this demand. Additionally, the Company has established itself as a premium provider of high-quality products to the City Gas Distribution (CGD) sector.
The Company continue to maintain positive export momentum of its 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. Further, various schemes and projects which are held up on account of General elections 2024 will provide a big push and lead to the resurgence and growth of demand for steel pipes and related products.
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.
Approximately 14.67 crore (76.04%) rural households have tap water supply and rest 23.96% of households are targeted to have FHTC in 2024 which is approx. 4.62 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 benefits with savings in logistic cost.
Surya Roshni is well-positioned to leverage the opportunities within the water segment. Its existing capacities for GI pipes and a robust presence in the rural regions of India are set to enable the Company chart a strong growth trajectory.
BRAND VISIBILITY
Looking to the brand image of "Prakash Surya", the demand & supply scenario in Indian markets, the Company manufactures a diverse range of steel pipe products for various rapidly growing sectors, such as construction, infrastructure, oil & gas, water, and agriculture. The state-of-the-art manufacturing facilities, located in Haryana, Gujarat, Madhya Pradesh, and Andhra Pradesh, enable it to meet the increased demand and explore new opportunities. Marketed under the 'Prakash Surya' brand, these products are exported to more than 50 countries, with a significant share going to the Gulf Cooperation Council (GCC) nations. With a strong B2C presence, the segment focusses on value-added products and has a well-established dealer and distributor network, particularly strong in Tier II and rural India. The Company's commitment to technology and
value enhancement, further strengthening its brand presence.
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 new aged lighting and consumer durables also seen a healthy demand over years. The Company has successfully introduced a diverse range of new products, demonstrating its commitment to innovation and market expansion. This strategic move places the Company in a favourable and advantageous position to capitalise on these emerging trends and solidify its position in the market.
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. With private and government infrastructure expansion plans, this segment and this trend is expected to continue in FY25.
In Consumer Durables, within this segment, certain product categories experienced good growth, while others demonstrated relatively stagnant performance. However, Fans as a category is facing unique challenges because of the regulatory disruptions like mandatory labelling etc. However, the market acceptability of star labelled fans is finding good traction and we plan to continuously launch new products in this category. Within this segment, the Company has effectively unveiled a comprehensive assortment of novel products, thereby showcasing its unwavering dedication towards fostering innovation and augmenting its market reach.
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 2024-25. We are continuously training our personnel to boost productivity, increase quality in our operations team, and create a high-efficiency ecosystem backed by our backward integration and in-house research and development.
BRAND VISIBILITY
Surya reaches out to more than 300,000 retailers across the country. The Company has strategically allocated additional resources towards advertising and marketing initiatives in order to bolster its market share and strengthen its brand visibility.
RESEARCH AND DEVELOPMENT CENTRE
Surya Roshni has emerged as a prominent player in the Indian lighting industry. This journey towards becoming a market leader in the Indian lighting industry has been guided by strategic management, robust marketing strategies, efficient production processes, and a steadfast commitment to innovation in LED products and technologies. The pivotal role played by the Surya Technology and Innovation Centre (STIC) cannot be overstated in this success story.
STIC has been at the forefront of research and development, creating LED lights with cutting-edge features that set them apart in the market. The centre has allocated significant resources to mechanical, electronics and optical development, ensuring that the products meet the highest standards of manufacturing and quality. The expertise of the designers and engineers guarantees that company lights not only look impressive but also perform optimally.
The products designed and developed by STIC cater to both commercial and professional lighting segments, offering a wide range of indoor and outdoor solutions. The Company has developed luminaires with programmable drivers, smart controls for the luminaires and several other innovative features. The Company continuously working on developing smart products for both commercial and professional lighting segments to stay aligned with market trends.
The Company has received design registration for a Highbay Luminaire during the year which has been developed in-house. It gives credibility and confidence not only to the design team but also provides strong support to company's Marketing team.
The Company's commitment to quality is evident through its rigorous testing processes, including mechanical, electrical, and safety tests conducted before production. STIC boasts of NABL accredited Photometric and Electrical Testing Laboratories, equipped with state-of-the-art instruments for measuring light distribution, illuminance, luminous flux, colour temperature, colour rendering index and for performing 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. Furthermore, STIC has been recognised as an R&D Centre by the Department of Scientific & Industrial Research, Ministry of Science & Technology. This recognition is a testament to company's commitment to innovation and excellence.
In essence, STIC empowers Surya Roshni to deliver the most energy-efficient, safe, reliable, and ecofriendly lighting solutions. Through the unwavering focus on research, design, and development, company contribute significantly to a greener India and a brighter future.
OUTLOOK
During the year, the Company become larger and stronger with its continuous cost reduction, overhead rationalisation, value added products and creating demand for different applications of its products. With strong emphasis of Government on Aatma Nirbhar Bharat Abhiyaan and Vocal for Local and PLI Scheme for LED Lighting Products / Components, higher demand from agriculture, manufacturing, exports and from rural India is expected in future. As company's major sale comes from rural, semi urban & exports and therefore, going forward, both the segments of the Company shall be performing well. With both short term and long term strategies in place, the Company aligned its resources to the needs of the industry and customers to achieve its future goals.
Surya Roshni's strong dealer and distribution network has enabled the Company to reach customers across the country, particularly in Tier - II, Tier - III cities, and rural areas. It has consistently generated value for its stakeholders through its strong brand equity, robust quality, continuous innovations, sound financials, seamless operational efficiency, and prudent management.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
As per the provisions of Section 134(3)(l) of the Companies Act, 2013 (hereinafter referred as "the Act" in this report), no material changes or commitment affecting the financial position that have been occurred between the end of the financial year of the Company to which the financial statements relate to the date of this report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the year under review.
4. GENERAL RESERVES
The Company has transferred an amount of ' 34 crore out of profit for the year to General Reserve.
5. DIVIDEND
Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) (hereinafter referred as "Listing Regulations" in this report), the Company has Dividend Distribution Policy which is available on the Company's website at the following link: https://surya.co.in/wp-content/uploads/2022/05/ Dividend-Distribution-Policy.pdf
The Board considering the Company's performance and financial position for the year under review, recommended a final dividend pay-out of ' 2.50 per equity share for the year ended 2023-24 subject to approval from the shareholders at the ensuing AGM and shall be subject to deduction of Income Tax at Source (TDS). This takes the total dividend pay-out for the current financial year to ' 5.00/- (including Interim Dividend of ' 2.50/-paid in November, 2023). The outflow on account of final equity dividend will be ' 27.20 crore.
6. BOARD MEETINGS:
Under the Law, the Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between any two meetings to consider amongst other business, the quarterly performance
of the Company and financial results. The Board meetings of the Company are held during the financial year 2023-24 in compliance to the provisions of the Act and Listing Regulations.
During the last financial year, the Board met four times, on 27th April, 2023; 11th August, 2023; 2nd November, 2023 and 8th February, 2024.
For further details, please refer to the Corporate Governance Report.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.
7. DIRECTORS AND KEY MANANGERIAL PERSONNEL: Re-appointment of Director to Retire by Rotation:
As per Article 77(ii) of the Articles of Association of the Company, Mr. Raju Bista (DIN - 01299297) retire by rotation and, being eligible, offer himself for reappointment.
Re-Appointment
• Managing Director
The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) at its meeting on 11th August, 2023 has reappointed Mr. Raju Bista having DIN -01299297 as the Managing Director of the Company w.e.f. 11th August, 2023 for a period of 5 years, which was subsequently approved by the shareholders at the Annual General Meeting held on 15th September, 2023 as per the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Whole time Director
The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) at its meeting on 11th August, 2023 has reappointed Mr. Kaustubh Narsinh Karmarkar DIN -00288642 as the Whole-time Director of the Company w.e.f. 10th August, 2023 for a period of 5 years, which was subsequently approved by the shareholders at the Annual General Meeting held on 15th September, 2023 as per the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Re-Appointment of Independent Director for 2nd term.
The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) at its meeting on 11th August, 2023 has reappointed Mr. Sunil Sikka (having DIN -08063385) as an Independent Director for a second term of five consecutive years w.e.f 28th September, 2023 to 27th September, 2028,which was subsequently approved by the shareholders at the Annual General Meeting held on 15th September, 2023 as per the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Change of Key Managerial Personnel (KMPs)
As per the provisions of section 203 of the Companies Act, 2013, following officials as named below are Key Managerial Personnel of the Company during the year under review.
|
Name of the Official(s)
|
Key Managerial Personnel (KMPs)
|
|
Mr. Raju Bista
|
Managing Director
|
|
Mr. Vinay Surya
|
Managing Director
|
|
Mr. Bharat Bhushan Singal
|
CFO & Company Secretary
|
|
Mr. Jitendra J Agrawal
|
C.E.O - Lighting & Consumer Durables
|
|
Mr. Tarun BalduaA
|
Ex- ED & CEO -Steel Operations
|
AResigned from the services of the Company and relieved on the close of business hours on 30th November, 2023.
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 However, Mr. Naresh Agarwal, Independent Director appointed on 4th November, 2022 have to undergo proficiency self-assessment test within the prescribed time frame.
In the opinion of the Board, all independent directors possess strong sense of integrity and having requisite experience, qualification and expertise required for their role and independent of the management. For further details, please refer corporate governance report.
9. COMPOSITION OF AUDIT & OTHER COMMITTEES
The Audit Committee comprises of four Directors. The names along with categories of the members at the meeting was as follows:
|
Names of the Members
|
Director
Identification
No.
|
Category
|
|
Mr. TaraShankar Bhattacharya
|
00157305
|
Chairman : Independent -Director
|
|
Mr. Surendra Singh Khurana
|
02126149
|
Member : Independent -Director
|
|
Mr. Vinay Surya
|
00515803
|
Member : Managing Director
|
|
Mr. Sunil Sikka
|
08063385
|
Member : Independent -Director
|
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
|
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
|
Detailed information pertaining to the Nomination and Remuneration Committee has been provided in the Corporate Governance Report.
Remuneration Policy
Remuneration Policy as framed by the Committee and approved by the Board keeping in view the provisions of Section 178 of the Act and Regulation 19 read with Part D Clause A of Schedule II of Listing Regulations. The policy inter alia provides for the following:
a. attract, recruit and retain good and exceptional talent;
b. list down the criteria for determining the qualifications, positive attributes and independence of the directors of the Company;
c. ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven, motivates them, recognises their merits and achievements and promotes excellence in their performance;
d. ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective, excellence in their performance;
e. fulfil the Company's objectives and goals, including in relation to good corporate governance, transparency and sustained long term value creation for its stakeholders.
The said policy is available on the website of the Company and can be accessed at the following link: https://surya.co.in/wp-content/uploads/2022/06/ NRC-Revised-Policy 19.05.2022.pdf
Stakeholder's Relationship Committee Composition / Name of Members and Chairperson
The Committee headed by Mr. Sunil Sikka (Nonexecutive - Independent Director) has the mandate to review and redress stakeholder grievances. The Composition of the committee is as follows:
|
Name
|
DIN
|
Position
|
Category
|
|
Mr. Sunil Sikka
|
08063385
|
Chairman
|
Non-Executive,
Independent
|
|
Mr. Raju Bista
|
01299297
|
Member
|
Managing
Director
|
|
Mr. Surendra Singh Khurana
|
02126149
|
Member
|
Non-Executive,
Independent
|
Detailed information pertaining to the Stakeholder's Relationship Committee has been provided in the Corporate Governance Report.
Risk Management Committee
The Committee is, inter-alia, responsible to formulate the detailed risk management policy by identifying the internal and external risks faced by the Company including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risk, measures for risk mitigation, business continuity plan. The committee regularly review the methodology, processes and systems to monitor and evaluate risks associated with the business of the Company and proper implementation of the risk management policy. The committee kept updated the board of directors about the nature and content of its discussions, recommendations and actions to be taken.
Composition / name of members and chairperson
The Committee headed by Mr. Sunil Sikka (Nonexecutive - Independent Director) discharged 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
|
DIN
|
Position
|
Category
|
|
Mr. Sunil Sikka
|
08063385
|
Chairman
|
Non-Executive,
Independent
|
|
Mr. Vinay Surya
|
00515803
|
Member
|
Managing
Director
|
|
Mr. Kaustubh N Karmarkar
|
00288642
|
Member
|
Whole-time
Director
|
|
Mr. Tarun BalduaA
|
|
Member
|
ED & CEO (Steel
Operations)
|
AResigned from the services of the Company and relieved on the close of business hours on 30th November, 2023.
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, 2024, 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, 2024 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 lakhs as a Special Purpose Vehicle (SPV).
A statement providing details of performance and salient features of the financial statements of the Subsidiary company as per Section 129(3) of the Act, is provided in AOC-1 as Annexure I to this Report. Further during the year under review, no company have become / ceased to be our Subsidiary / Joint Venture/ Associate Company.
In accordance with the provisions of the Act and Listing Regulations read with Ind AS-110-Consolidated Financial Statement, the consolidated audited financial statement forms part of the Annual Report.
13. ANNUAL RETURN:
As per the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, a copy of Annual Return (2023-24) 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/
||||0
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 reappointed 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 2023-24 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 2023-24. M/s R.J. Goel & Co., have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years. The Cost Audit Report of the Company for the Financial Year ended 31st March, 2024 will be filed with the MCA.
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, 2025.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s PI & Associates (PR No. 1498/2021), a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith and marked as Annexure II to this report. The Secretarial Audit Report(s) is self- explanatory and does not contain any qualification, reservation or adverse remark.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
Information on Conservation of Energy, technology absorption, foreign exchange earnings and outgo, is required to be given pursuant to the provisions of section 134 of the Act, read with the Companies
(Accounts) Rules, 2014 are annexed hereto and marked as Annexure - III and form part of this report.
16. DETAILS RELATING TO DEPOSITS
The Company has not accepted deposits under Chapter V of the Act. At the close of the year no amount is lying unpaid / unclaimed of any depositor for payment with the Company.
17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, there were no significant and material orders passed by the regulators or courts or Tribunals, which may impact the going concern status of the Company and its operations in future.
18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
SURYA, Internal financial controls with reference to the financial statements are adequate and operate effectively and ensures orderly and efficient conduct of its business including adherence to its policies, safeguard its assets, prevent and detect frauds and errors, maintain accuracy and completeness of its accounting records and further enable it in timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
The Company is having an independent Internal Audit Department assisted by external professionals for assessing and improving the effectiveness of internal financial control with reference to financial statements and governance. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As per the provisions of section 186(4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014, the particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement (Please refer Note 6 and 46 to the Standalone Financial Statement).
20. RISK MANAGEMENT POLICY:
In line with the provisions of Section 134(3)(n) of the Act and Regulation 17(9) of Listing Regulations, the
Risk Management Policy (referred to as RMP Policy) has already been formulated by the Risk Management Committee. The Policy aimed to develop an approach to make an assessment and management of the risks in financial, operational and project based areas in a timely manner. The main objectives of the Risk Management Policy are:
• To ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, 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 companywide 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
|
Category
|
Designation
|
|
1
|
Ms. Suruchi Aggarwal
|
Chairperson
|
Independent
Director
|
|
2
|
Mr. Jai Prakash Agarwal
|
Member
|
Executive
Chairman
|
|
3
|
Mr. Raju Bista
|
Member
|
Managing
Director
|
|
4
|
Mr. Kaustubh Narsinh Karmarkar
|
Member
|
Whole-time
Director
|
During the last financial year two CSR Committee meetings were held on 27th April, 2023 and 11th March 2024.
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 mainly 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.
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 ' 6.37 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 202324 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 Chairperson 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, 2024, 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/2023/08/ Revised-RPT-Policy 11.08.2023.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.
The performance and effectiveness of the Board can be measured by the following four dimensions as enumerated below:
1. Quality of the monitoring and risk-management role
2. Quality of strategic and other business related advice
3. Board Dynamics and Board members' pro-active participation
4. Board Composition and diversity.
The relevant matrix in respect to each dimensions are represented below:
| |
|
Compliance Law & Regulations Corporate Governance Whistle blower approach Related Party Transactions Conflicts
|
w
ÝA*
|
%
|
Innovation Growth Value Creation Window to Market Network Connections
|
| |
$
|
X *
|
| |
|
| |
|
|
. \ j£>
|
|
Gender
Expertise
Skills
Knowledge
Integrity
Independent
|
%
|
A
V
|
Committed
Engaged
Prepared
Information
Agenda
Chair
|
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 Committee of Directors.
• 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 respective meetings held on 29th March, 2024 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 Committee of Directors and that of individual directors including its Chairperson, Managing Directors, Independent Directors and Non-independent directors accordingly. Directors expressed deep satisfaction with the entire performance evaluation process.
24. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
The Company has taken adequate steps to adhere to all the stipulations laid down in regulations 17 to 27, 46 and para C, D, E and F of Schedule V of Listing Regulations. A report on Corporate Governance is provided in Annexure -V and form part of this Report. The Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Listing Regulations read with Schedules, is attached to that report.
25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY 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 and 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 be accessed on the Company's website www. surya.co.in During the year, there has not been any change in the Company's Employee Stock Option Scheme. The scheme is in compliance with the Regulations.
Your Company's Secretarial Auditors PI Associates, certified the Employee Stock Option Schemes of the Company have been implemented in accordance with the Regulations and the resolutions passed by the Members in this regard.
ii. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
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 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
v. During the year under review, the Company has made sub-division / stock split of its existing 1 (one) Equity Share of the face value of ' 10/-each fully paid up (ISIN - INE335A01012) into 2 (two) equity shares of the face value of ' 5/- each fully paid-up (ISIN - INE335A01020) and w.e.f. 6th October, 2023, the shares of the Company having ISIN - INE335A01020 are effectively traded at the Stock exchanges (BSE and NSE) where the shares of the Company are listed.
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: 14th May, 2024 DIN- 00041119
|