surya roshni limited · surya roshni limited 1 ... annual report of subsidiary company 40 surya...

SURYA ROSHNI LIMITED

1

BOARD OF DIRECTORS

J. P. Agarwal Chairman & Managing DirectorRavinder Kumar NarangUrmil AgarwalK. K. NarulaB. B. ChadhaM. G. Bakre IDBI NomineeMukesh TripathiS. N. Bansal Dy. Managing Director

(Finance & Corp. Mgmt.)Vineet Garg Dy. Managing Director

(Projects & Corp. Mgmt.)Arvind Bansal Dy. Managing Director

(Operations & Corp. Mgmt.)

Raju Bista Director (Corporate)

MANAGEMENT EXECUTIVES

V. R. Majumdar Chief Advisor (LBG)N. K. Mayson Executive Director (Steel Division)P. K. Pandey Chief General Manager (Kashipur)R. K. Jaggi Chief General Manager (Malanpur)Krishna Raman Sr. Vice-President (Sales & Mktg.) - LBGS. K. Bhasin Vice-President - Pipe DivisionA. N. Banerjee Vice-President - CR DivisionSanjay Goel Sr. Vice-President (Corporate)Anil Bansal Vice-President (Commercial)

COMPANY SECRETARY

B. B. Singal

STATUTORY AUDITORS

Sastry K. Anandam & Company

Chartered Accountants

COST AUDITORS

R. J. Goel & Co. Lighting Division

H. R. Singal Steel Division

BANKERS

State Bank of India

Punjab National Bank

IDBI Bank Ltd.

State Bank of Patiala

REGISTERED OFFICE AND

WORKS-STEEL DIVISION

Prakash Nagar, Sankhol, Bahadurgarh-124507 (Haryana)

E-mail : [email protected]

WORKS-LIGHTING DIVISION

7 k.m. Stone, Kashipur-Moradabad Road,Kashipur-244713 Distt. Udham Singh Nagar (Uttarakhand)E-mail:[email protected]

J - 7, 8 & 9, Malanpur Industrial AreaMalanpur, District Bhind (Madhya Pradesh)E-mail : [email protected]

CONTENTS PAGE NO.

Notice 2

Management Discussion & Analysis 6

Directors' Report 8

Report on Corporate Governance 13

Auditors' Report 18

Balance Sheet 20

Profit & Loss Account 21

Schedules 22

Balance Sheet Abstract 37

Cash Flow Statement 38

Interest in Subsidiary Companies 39

Annual Report of Subsidiary Company 40Surya Global Steel Tubes Limited

Consolidated Financial Statements 45


2

NOTICE

Notice is hereby given that the Thirty Sixth Annual General Meeting of

the members of SURYA ROSHNI LIMITED will be held on Thursday,

the 24th September, 2009 at 11.00 A.M., at the Registered Office of

the Company at Prakash Nagar, Sankhol, Bahadurgarh 124 507

(Haryana) to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the Audited Accounts of the Company

and the Reports of Directors and Auditors thereon for the year

ended 31st March, 2009.

2. To declare dividend.

3. To appoint a Director in place of Shri B B Chadha, who retires

by rotation and, being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Smt. Urmil Agarwal, who retires

by rotation and, being eligible, offers herself for re-appointment.

5. To appoint Auditors and to fix their remuneration.

SPECIAL BUSINESS

6. To consider and, if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary

Resolution:

"RESOLVED THAT the consent of the Company be and is hereby

accorded in terms of Section 293(1)(a) and other applicable

provisions, if any, of the Companies Act, 1956 to mortgaging

and/or charging by the Board of Directors of the Company of all

the immovable and movable properties of the Company

wheresoever situated, present and future and the whole of the

undertaking of the Company in favour of Industrial Development

Bank of India Ltd. (IDBI Ltd.) acting for itself and as agent of

Banks/Financial Institutions to secure:

a) Term Loan of Rs.2000 lac (Rupees Two thousand lac only)

lent and advanced by State Bank of India (SBI) to the

Company.

b) Additional Bill Discounting Limit of Rs.300 lac (Rupees Three

hundred lac only) lent and advanced by Small Industrial

Development Bank of India (SIDBI) to the Company.

c) Term Loan of Rs.2000 lac (Rupees Two thousand lac only)

lent and advanced by Canara Bank (CB) to the Company.

d) The Working Capital Limits of Rs.32000 lac, secured on

Second Charge basis, lent and advanced/agreed to be lent

and advanced by State Bank of India, Punjab National Bank,

State Bank of Patiala and Industrial Development Bank of

India Ltd. to the Company. The details are as under;

S. No. Consortium Banks (Rs. In Lac)

1 State Bank of India 15000

2 Punjab National Bank 12200

3 State Bank of Patiala 2500

4 Industrial Development 2300

Bank of India Ltd.

Total 32000

together with interest thereon at the respective agreed rates,

interest tax, compound interest, additional interest, liquidated

damages, commitment charges, premia on prepayment or on

redemption, costs, charges, expenses and other monies payable

by the Company to IDBI Ltd., State Bank of India, State Bank of

Patiala , SIDBI, Canara Bank and Punjab National Bank under

Loan Agreements entered into/to be entered into by the Company

in respect of the aforesaid loans.

RESOLVED FURTHER THAT the Board of Directors of the

Company or a Committee of Directors authorised by the Board

in this behalf be and is hereby authorised to finalise all

agreement(s) for creating mortgage and/or charge as aforesaid

and to do all such acts, deeds and matter as may be necessary or

expedient for giving effect to the above resolution."



Resolution:

"RESOLVED THAT Shri Ravinder Kumar Narang be and is

hereby appointed as Director of the Company liable to retire by

rotation."



Resolution:

"RESOLVED THAT Shri Mukesh Tripathi be and is hereby

appointed as Director of the Company liable to retire by rotation."

9. To Consider and, if thought fit, to pass with or without


Resolution:

"RESOLVED THAT Shri Raju Bista be and is hereby appointed

as Director of the Company liable to retire by rotation."

10. To Consider and, if thought fit, to pass with or without

modifications, the following resolution as a Special Resolution:

"RESOLVED THAT in accordance with the provisions of Section

198,269,309 and Schedule XIII and such other applicable

provisions, if any, of the Companies Act, 1956, (the Act)

including any statutory modification or any amendment or

any substitution or re-enactment thereof for the time being in

force , approval of the members of the Company be and is hereby

accorded to the appointment of, including remuneration ,

perquisites, benefits and amenities payable to Shri Raju Bista

as the Whole-Time Director of the Company for a period of five

years commencing from 18th June, 2009 to 17th June, 2014 ,

as set out in the draft Agreement proposed to be entered

between the Company and Shri Raju Bista , the main terms of

which are set out in this notice , which draft agreement is

hereby specifically approved with authority to the Board of

Directors of the Company to alter and/or vary the terms and

conditions of the said appointment within the limits, if any,

prescribed in the Act and/or any schedules thereto.

"RESOLVED FURTHER THAT in the event of loss or inadequacy

of profits in any financial year during the aforesaid period, the

company will pay Shri Raju Bista remuneration, perquisites ,

benefits and amenities not exceeding the ceiling laid down in

section II of Part II of schedule XIII of the Companies Act,

1956, as may be decided by the Board of Directors.

RESOLVED FURTHER THAT the Board of Directors of the

Company be and are hereby authorized to enhance , enlarge ,

Notice


3

alter or vary the scope and quantum of remuneration ,

perquisites, benefits and amenities payable to Shri Raju Bista

in the light of the further progress of the Company which

revision should be in conformity with any amendments to the

relevant provisions of the Act and /or the rules and regulations

made thereunder and/or such guidelines as may be announced

by the Central Government from time to time. "

By Order of the Board

Registered Office :

Prakash Nagar, Sankhol,

Bahadurgarh - 124 507 (Haryana) B. B. SINGAL

Dated : 23rd July, 2009 COMPANY SECRETARY

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS

ANNUAL GENERAL MEETING MAY APPOINT A PROXY TO

ATTEND AND VOTE ON A POLL ON HIS BEHALF. A PROXY

NEED NOT BE A MEMBER OF THE COMPANY.

Proxies, in order to be effective, must be received at 611, Padma

Tower-I, Rajendra Place, New Delhi - 110 008 or Registered

Office, not less than forty-eight hours before the commencement

of this Annual General Meeting i.e. before 11:00 a.m. on 22nd

September, 2009.

2. Explanatory statement pursuant to Section 173(2) of the Companies

Act, 1956, in respect of item no. 6 to 10 is annexed hereto.

3. The Register of Members and Share Transfer books of the

Company will remain closed from 08.09.2009 to 11.09.2009

(both days inclusive).

4. Members are requested to forward their change of address

notifications, Bank Account details including 9 digit MICR number

appearing on the cheque pertaining to the respective bank

account to facilitate distribution of dividend through Electronic

Clearing Service (ECS) to the Company / Registrar and Transfer

Agent - Mas Services Ltd., T- 34, 2nd floor, Okhla Industrial Area,

Phase II, New Delhi - 110 020, in respect of Shares held in

physical form and to their respective Depository Participants if

the shares are held in electronic form.

5. Pursuant to Section 205A of the Companies Act, 1956, dividend,

which remains unpaid or unclaimed for a period of seven years

will be transferred to the Investor Education & Protection Fund

of the Central Government.

Members who have not encashed their dividend warrant so far

for the financial year ended 31st March, 2002, or any subsequent

financial year(s) are requested to address their claim to The

Company Secretary, Surya Roshni Limited, 611, Padma Tower-I,

5, Rajendra Place, New Delhi - 110 008.

6. Information provided as per Clause 49VI(A) of the Listing

Agreement.

The following are the details of the directors seeking

reappointment or recommended to be appointed as a Director :

Shri B. B. Chadha, aged about 71 years, has been a director of

the Company since October, 2003. He is a director in Jay Yushin

Notice

Ltd. , Delton Cables Ltd. , Intex India Ltd. , Llyods Metal & Engg.

Ltd. and Innovative H R Consultants (P) Ltd. He is a Chairman in

Audit Committee of Jay Ushin Ltd. and Llyods Metal & Engg.

Limited. He is also a Chairman in Remuneration Committee of

Intex India Ltd. Beside this, he is a member in Remuneration

Committees and Investor Grievance Committee of Jay Ushin Ltd.

and a member in Audit Committee of Intex India Ltd. Shri Chadha

is a Fellow member of Institute of Cost and Works Accountants

(ICWA) of India and member of Institute of Internal Auditors,

Florida, USA. He has a vast experience of over 51 years in the

field of Finance and other functional areas. Further he is holding

2000 shares of the Company.

Smt. Urmil Agarwal, aged about 56 years, has been closely

associated with the business of the company and has been

assisting her husband Sh. J. P. Agarwal ( Chairman & Managing

Director) for the past 31 years. She hold one directorship in other

company. Further, she is holding 2,00,431 shares of the

Company.

Shri Ravinder Kumar Narang, aged about 70 years, has been

appointed as an additional director of the Company on 18th June,

2009. He holds directorship in Surya Global Steel Tubes Limited

and Bansal Naturevest Limited. He has done B.E (Mech) from

University of Roorkee in the year 1961 and stood 2nd in the

University. At present he is a Distinguished Fellow of The Energy

and Resources (TERI) working in the area of Sustainable

Development Outreach, Corporate Social Responsibility &

Environment. Post Retirement he was full time director in Reliance

Petroleum Limited followed by Advisor after the merger of

Reliance Petroleum with Reliance Industries Ltd. He acted as an

advisor of established groups for feasibility study and project

development in the area of Coal Bed Methane, Refinery, Liquefied

Natural Gas (LNG) terminal, development of marketing

network.He was also the Chairman of Indian Oil Corporation

Limited, Indo-Mobil Limited, Indian Oil Tanking and many other

established corporates during his service tenure. He has a vast

experience of over 48 years in the field of Operations, Project

Development, Marketing Network and other functional areas.

Further he is not holding any shares of the Company.

Shri Mukesh Tripathi, aged about 32 years, has been appointed

as an additional director of the Company on 18th June, 2009.

He holds the directorship in Budhiya Marketing Pvt. Ltd. He is a

Graduate in Commerce from Delhi University and also pursuing

Master of Business Administration (MBA) in Human Resource

Development. He has an experience of over 10 years in the field

of Human Resource Development, Personality Development,

Naturopathy, Meditation , Yoga and contributes a lot for School

Education. Further he is not holding any shares of the Company

Shri Raju Bista, aged about 23 years, working as a General

Manager of the Company. He holds the directorship in Surya

Global Steel Tubes Limited and Surya Global Infrastructure

Limited. He is a Graduate in Arts from Manipur. He is a person

of great nationalistic outlook and joined Surya Foundation an

NGO in furtherance of his deep rooted desire to develop the

youth of the country. As General Manager, he contributed a great

deal in building up personality of Surya Youth. His management

and planning skills are valuable factors in the growth of the

Company. Further he is not holding any shares of the Company.


4

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OFTHE COMPANIES ACT, 1956

ITEM NO. 6

The Company has been sanctioned the Term Loan from State Bank of

India and additional Bill Discounting limit from SIDBI and working

capital limits from consortium Banks i.e. State Bank of India, Punjab

National Bank State Bank of Patiala and Industrial Development Bank

of India Ltd. for its Steel and Lighting Divisions. The details are as under:

a) Term Loan of Rs.2000 lac (Rupees Two thousand lac only) lent

and advanced by State Bank of India (SBI) to the Company.

b) Additional Bill Discounting Limit of Rs.300 lac (Rupees Three

hundred lac only) lent and advanced by Small Industrial

Development Bank of India (SIDBI) to the Company.

c) Term Loan of Rs. 2000 lac ( Rupees Two thousand lac only) lent

and advanced by Canara Bank (CB) to the Company.

d) The Working Capital Limits of Rs.32000 lac, secured on Second

Charge basis, lent and advanced/agreed to be lent and advanced

by State Bank of India, Punjab National Bank , State Bank of

Patiala and Industrial Development Bank of India Ltd. to the

Company. The details are as under;

S. No. Consortium Banks (Rs. In Lac)

1 State Bank of India 15000

2 Punjab National Bank 12200

3 State Bank of Patiala 2500

4 Industrial Development Bank of India Ltd. 2300

Total 32000

the financial assistance together with interest thereon at the respective

agreed rates, interest tax, compound interest, additional interest,

liquidated damages, commitment charges, premia on prepayment or

on redemption, costs, charges, expenses and other monies payable by

the Company to IDBI Ltd., State Bank of India, State Bank of Patiala,

SIDBI, Canara Bank and Punjab National Bank under Loan Agreements

entered into/to be entered into by the Company in respect of the

aforesaid loans have to be secured by a joint mortgage of all the

immovable and movable properties of the Company, present and future.

Section 293(1)(a) of the Companies Act, 1956, provides inter alia that

the Board of Directors of a Public Company shall not, without the

consent of such Public Company in General Meeting, sell, lease or

otherwise dispose of the whole or substantially the whole of the

undertaking of the Company, or where the Company owns more than

one undertaking, of the whole or substantially the whole of any such

undertaking. Since the mortgage by the Company of its immovable and

movable properties as aforesaid in favour of the Lenders may be regarded

as disposal of the Company's properties/undertakings, it is necessary

for the members to pass a resolution under Section 293(1)(a) of the

Companies Act, 1956, before creation of the said mortgage/charge.

Copy of the Loan Agreement(s) executed between the Company and

Lenders and copies of the relevant documents / correspondence

between the said Lenders and the Company are open for inspection at

the Registered Office of the Company between 11.00 A.M. to 1.00

P.M. on any working day prior to the date of the meeting.

None of the Directors of the Company is in any way, concerned or

interested in the resolution.

ITEM NO. 7

Sh. Ravinder Kumar Narang was co-opted as an Additional Director of

the Company with effect from 18th June, 2009. Pursuant to section

260 of the Companies Act, 1956, and the Article of Association of the

Company, Sh. Ravinder Kumar Narang holds office only upto the date

of ensuing Annual General Meeting of the Company. In accordance

with the provisions of Section 257, the Board of Directors proposed

his appointment as Director liable to retire by rotation.

None of the Directors is concerned or interested in the said resolution

except Shri Ravinder Kumar Narang.

ITEM NO. 8

Sh. Mukesh Tripathi was co-opted as an Additional Director of the

Company with effect from 18th June, 2009. Pursuant to section 260 of

the Companies Act, 1956, and the Article of Association of the

Company, Sh. Mukesh Tripathi holds office only upto the date of

ensuing Annual General Meeting of the Company. In accordance with

the provisions of Section 257, the Board of Directors proposed his

appointment as Director liable to retire by rotation.

None of the Directors is concerned or interested in the said resolution

except Shri Mukesh Tripathi.

ITEM NO. 9 & 10

In view of increasing the operations of the Company and to strengthen

the Board, Shri. Raju Bista was co-opted as an Additional Director of

the Company with effect from 18th June, 2009 .

Pursuant to Section 260 of the Companies Act, 1956 , and the Articles

of Association of the Company , Shri. Raju Bista holds office only upto

the date of ensuing Annual General Meeting of the Company. In

accordance with the provisions of Section 257, the Board of Directors

proposed his appointment as Director liable to retire by rotation.

Shri Raju Bista was drawing the following monthly remuneration as

General Manager :

Basic Salary : Rs. 20150/-

House Rent Allowance : 40% of the Basic Salary and Perquisites as

detailed below :

1. Contribution to provident fund to the extent this is not taxable

under the income Tax Act.

2. Gratuity - a half month's salary for each completed year of service.

3. Encashment of leave at the end of the tenure.

Shri Raju Bista being in the whole - time employment , termed as Whole-

Time Director of the Company and has been appointed as Whole-

Time Director by the Board of Directors of the Company, in their

meeting held on 18th June, 2009 for a period of five years w.e.f. 18th

June, 2009 on the following remuneration and terms and conditions,

subject to the approval of Members , and other concerned authority, if

necessary.

Notice


5

SALARY : Salary of Rs 50000/- per month in the Grade of 50000-7500-

80000.

PERQUISITES : Perquisites will be allowed in addition to salary. For

this purpose unless the context otherwise requires, perquisites are

classified into three categories : Parts A, B and C .

PART-A

HOUSING :

I. The expenditure by the Company on hiring unfurnished

Accommodation for the Whole-Time Director shall be subject to

the following ceilings:

50% of the Salary, over and above 10% payable by the Whole-

Time Director himself.

II. In case the accommodation provided to the Whole-Time Director

is owned by the Company, the Company shall deduct 10% of

the salary of the Whole-Time Director.

III. In case no accommodation is provided by the Company to the

Whole-Time Director, House Rent Allowance shall be paid by

the Company to him subject to the ceiling laid down in Housing

I, herein above.

PART-B

The following perquisites shall not be included in the computation of

the ceiling on remuneration specified in paragraph I of Section II of

Part II of Schedule XIII of the Companies Act, 1956 :

1. Contribution to provident fund to the extent this is not taxable

under the income Tax Act.

2. Gratuity payable shall not exceed a half month's salary for each

completed year of service.

3. Encashment of leave at the end of the tenure.

PART-C

The Company shall provide a car and telephone facility at the residence

of the Whole-Time Director. Provision of car for use of Company's

business and telephone facility at the residence will not be considered

as perquisites. Personal long distance calls on telephone and use of

car for private purpose shall be billed by the Company on the Whole-

Time Director.

The aforesaid remuneration shall be subject to the limit of 5% of the

net profits as laid down under sub-section (3) of section 309 of the

Companies Act, 1956.

If the Company has no profits or the profits are inadequate in any

financial year during the terms of his office as the Whole-Time Director,

Sh. Raju Bista will be entitled to receive the above remuneration and

perquisites as minimum remuneration, provided that the total

remuneration, of salary, perquisites and any other allowances shall

not exceed the ceiling as provided in section II of the Part II of Schedule

XIII of the Companies Act, 1956 or such other amount and perquisites

as/is may be provided in the said schedule XIII as may be amended

from time to time or any equivalent statutory re-enactment(s) thereof.

Copy of the Agreement / Draft Agreement executed / to be executed

between the Company and Shri Raju Bista is open for inspection at the

Registered Office of the Company between 11.00 a.m. to 1.00 p.m. on

any working day prior to the date of the meeting.

None of the Directors of the Company is concerned or interested in

the said resolution except Sh. Raju Bista.

By Order of the Board

Registered Office :

Prakash Nagar, Sankhol,

Bahadurgarh - 124 507 (Haryana) B. B. SINGAL

Dated : 23rd July, 2009 COMPANY SECRETARY

Notice


6Management Disscussion

MANAGEMENT DISCUSSION AND ANALYSIS

PROFILE

From a small beginning in 1973 as a tube making unit , SURYA ROSHNILIMITED has emerged today as a vast conglomerate with the largestERW pipe manufacturing plant in India, a large cold rolling strip mill atBahadurgarh (Haryana) and two lighting units one each at Kashipur(Uttarakhand) and Malanpur (MP) producing fluorescent tube lights, GLSlamps, CFL lamps, HPSV Lamps , HPMV Lamps and Metal Halide Lamps.It is a remarkable achievement that Surya is the only lighting companyof India with 100% backward integration.

In today's global economy quality indicates the parameter of company'ssuccess. Your company's success both domestic and globally is due toadoption of higher level of quality controls and management which nowbecomes the driving force of our success. Your company succeeded inbench-marking quality and innovation standards by achieving the ISO9002 in the year 1999. The company was awarded ISO-14001 andOHSAS-18001 certifications related to environment and safetyrespectively.

Your company continues to be committed towards making best of qualityproducts at the affordable price though techonology upgradation, valueproposition, deep concern for customer satisfaction and at the sametime ensuring human as well as environment safety and thus enhancevalue addition to the investors and to the society as a whole. No doubt,SURYA standing poised towards achieving new heights, is on it's way tobecoming one of the leading brand globally.

INDUSTRY STRUCTURE AND DEVELOPMENT

Company experienced a cut throat competition from other establishedmarket players and unorganized sectors, but still lighting division iswitnessing steady growth in turnover and profit. The following mayimpact the market in the coming years :

• Small Scale Industry in GLS and FTL

• Shift from traditional to innovative lamps and systems

To overcome these problems the company has started manufacturingcomplete range of Energy Saving Lamps ( CFL) and shall be focusingprimarily on the manufacture of High Mast Towers and Octagonal StreetLight and other innovative lamps. The Luminiaire Business Group (LBG)of the company has made good progress in the recent time by pickinggood orders for Luminaires / HID Lamps & High Masts from establishedPublic Sector Undertakings / Public Work Dept's & Local Bodies as wellas from a wide spectrum of Industrial & Commercial Luminiaire Buyers.Surya LBG is poised to achieve higher growth in the upcoming yearswith clear focus on achieving total customer satisfaction.

The Steel Tubes industry too witnessed growth during the year underreview and the market growing steadily due to the boom in infrastructuresector. There is tremendous scope for export of ERW Steel Pipes as wellas Cold Rolling particularly to Canada, U.S.A. and European Countriesincluding U.K, Germany and Belgium etc., thus company hascommissioned a new Cold Rolling mill with Automatic Gauge Control(AGC) to increase the capacity of Cold Rolling Segment and to improvethe quality of CR Product. The future is likely to see only those companiessuccessful, which have their products priced competitively and to selltheir products in the international market. All possible efforts are beingmade by your company to reduce costs without compromising on thequality of the product and increase the export.

SWOT ANALYSIS

Strengths :

• Nationally and Internationally accepted " SURYA" Brand.• Well focused vision of the Management• Complete backward integration

• High quality of products• Nation-wide marketing network

Weaknesses :

• Low margin due to cut throat competition• Uncertainties of external market forces

Opportunities :

• Potential increase in demand of energy efficient products• Untapped potential in outsourcing and marketing of Luminaries• Increase in demand of regular lighting products with a general

improvement in the power condition in urban as well as rural sectorsand increase in spending on infrastructure development

• Area of High Masts Tower and Street Light Poles.• Area of Luminaries & Light fittings.

Threats :

• Tough competition from multi-national companies• Unbranded products from the unorganised sector

SEGMENT-WISE PERFORMANCE

The company is broadly divided into two main segments viz. Steel andLighting. During the year under review, the revenue distribution of variousproducts of the two divisions was as under:

A detailed note on the segment-wise performance is given under theNotes on Accounts, forming a part of annual accounts of the company.

OUTLOOK

• The Government is giving continuous thrust on housing andinfrastructure sector where Steel Tubes and Pipes are used. Theexisting refineries are expanding their capacities and new refineriesare coming into the scene. In future also there seems to be atremendous scope for export in ERW Pipes as well as Cold Rollingparticularly to Canada, USA and other European Countries. Thegovernment spending on infrastructure development is also expectedto increase the demand of pipes every year. With the easy availabilityof finance and tax incentives, it is expected that housing sector will


7Management Disscussion

get a major boost. In view of the same, the long term outlook of theCompany remains positive. One new furnace for hydrogen annealingof capacity of 18000 M.T Per Annum is being put to further improvethe quality of the CR product. Further, the Company has decided toinstall sixth Galvanizing Plant to enhance the capacity of galvanizingby 36000 M.T per annum. Order has already been placed in Chinafor the modernization and up-gradation of existing API Mill to caterthe quality requirement of our esteemed customers. All thesemeasures will help in increasing the sale & profitability in the currentfinancial year.

• With a general improvement in the power condition in urban aswell as rural sectors and increase in spending on infrastructuredevelopment in the coming years, there is always an increase indemand of regular lighting products Apart from this UnionGovernment's Eleventh Plan power generation target will also giveboost to the demand of steel poles and towers for increasing efficiencyin transmission and cutting down on transmission losses. Keepingin view the growing demands of Energy Saving Lamps and variousGovernments drive in this direction, we have already startedmanufacturing of total range of Energy Saving Lamps (CFL) and likelyto manufacture High Mast Towers and Octagonal Street Lights andother innovative lamps. Through the well focused vision of themanagement, company will able to produce land mark results infuture.

RISKS AND CONCERNS

Technology obsolescence is an inherent business risk in a fast changingworld and speed of change and adaptability is crucial for survival ofbusiness. Government energy policy and development of new superiorproducts may render some of its existing production facilities obsolescent.At SURYA, the continuing modernization, aggressive cost cutting andadaptability of new technology are always main strengths and enabledthe company to do away with obsolescent plants/processes and to emergeas one of the most modern plants in the lighting industry throughout theworld. Its strength enable the Company to face future risk and convertthem into opportunities.

Further aggressive cost cutting, addition to the product mix to incorporatemore value-added products and with the present strengths of thecompany, the management feels that it can now compete effectivelyboth in terms of quality and price with similar products imported fromvarious countries. With the assistance of world-renowned consultants,the company has made good progress towards its objective of becomingthe world leader in lighting products. Intense competition in the Lightingindustry, the company is adding a new product range. Moreover, stressis being laid on boosting exports as well as institutional demands. At thesame time, labour, time and money is also being geared towards makingthe various plant premises more and more eco friendly.

The Steel Tubes industry has also been witnessing a fast changingenvironment. The quality parameters of pipes used in the oil sector arebecoming more stringent each day. Moreover, any failure of pipes afterthe supply to customers in the oil and gas sector attracts heavy penalties.The company is taking utmost care to ensure very high quality of products.During the year under review, the company took major steps towardsupgaradation of technology in order to ensure compliance of the qualitynorms.

INTERNAL CONTROL SYSTEM

Your Company has a continuous process of evaluation of the adequacyof systems to ensure that the assets are safeguarded against loss fromunauthorized use or disposition , and that transactions are authorized,recorded and reported correctly. The budgetary control system is also inplace to monitor capital-related costs and revenue costs against division-wise approved budgets.

Regular internal audits and checks are conducted. The Audit Committeeof the Board of Directors reviews, at periodic intervals, the adequacyand effectiveness of internal control systems and suggests improvementfor strengthening them.

FINANCIAL AND OPERATIONAL PERFORMANCE

The Company was able to maintain itself as a leader in the Steel Tubesindustry and as a strong contender in the Lighting industry. Given beloware the financials of the company for the current as well as the previousyear :

(Rs. in crores)

Particulars 2008-2009 2007-2008

Profit for the year 51.58 53.08

Less : Depreciation 23.67 25.59

Profit before tax 27.92 27.49

Provision for tax 6.38 7.08

Net Profit after tax 21.54 20.41

Balance brought forward from 105.37 90.16the previous year

Profit available for appropriations 126.91 110.57

Proposed Equity Dividend 3.12 3.90

Tax on Distributed Profits 0.53 0.66

Transferred to General Reserve 1.50 1.50

Deferred Tax revision – (0.86)

Balance carried to Balance Sheet 121.76 105.37

During the year the turnover of the Company increased to Rs.1690.59crores from Rs.1485.10 crores last year, registering an increase of13.84%. However PAT (profit after tax) is Rs. 21.54 crores as comparedto Rs. 20.41 crores last year registering a growth of 5.54% inspite ofdeep recession during this period.

INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT

Industrial relations during the year under review were cordial andpeaceful. The management wishes to place on record, the excellentcooperation and contribution made by the employees, collectively called"SURYA PARIVAR", at all levels of the organisation to the continuedgrowth of the company. There was constant focus on all roundorganizational development. Various training programs includingvisionary exercises were conducted for personal as well as professionaldevelopment of the employees. Further various other activities like annualsports, festival celebrations take place every year to get in touch withthem and their families.

Relationship has been very cordial with the worker's union for the pastseveral years. During the month of January 2008 the managementexecuted wage agreement with the union, which shall be applicable till31st December, 2010.

The Company's industrial relations continued to be harmonious duringthe year under review. The number of persons directly employed by theCompany was 3954 as on 31st March, 2009.

CAUTIONARY STATEMENT

Statements in this report on Management's Discussion and Analysisdescribing the company's business, projections and estimates are forwardlooking statements. The achieving results may vary from those expressedor implied, depending upon economic conditions, government policies,regulations, tax laws and other incidental factors.


8Directors' Report

DIRECTORS' REPORTDear Shareholders,

Your Directors have pleasure in presenting the Thirty Sixth Annual Reporton the operations of your Company, together with audited accounts forthe year ended 31st March, 2009.

1. FINANCIAL RESULTS (Rs. in crores)

Particulars 2008-2009 2007-2008

Profit for the year 51.58 53.08

Less : Depreciation 23.67 25.59

Profit before tax 27.92 27.49

Provision for tax 6.38 7.08

Net Profit after tax 21.54 20.41

Balance brought forward from 105.37 90.16the previous year

Profit available for appropriations 126.91 110.57

Proposed Equity Dividend 3.12 3.90

Tax on Distributed Profits 0.53 0.66

Transferred to General Reserve 1.50 1.50

Deferred Tax revision -- (0.86)

Balance carried to Balance Sheet 121.76 105.37

2. DIVIDEND

Your Directors are pleased to recommend the payment of dividend@ Rs.1.20 per share on the paid up equity share capital of Rs.26.00crores. The dividend on Equity Shares, if approved at the AnnualGeneral Meeting, will be payable to those shareholders whosenames appear on the company's register of members on 11thSeptember, 2009. In respect of shares held in dematerialised form,the dividend shall be payable on the basis of beneficial ownershipas at the end of 7th September, 2009, as per the details furnishedby National Securities Depository Ltd./ Central Depository Services(India) Ltd. for the purpose, as on that date.

3. PERFORMANCE DURING THE YEAR UNDER REVIEW

During the year under review, the turnover of your Companyincreased to Rs.1690.59 crores from Rs.1485.10 crores last year,registering an increase of 13.84%. However PAT (Profit After Tax)is Rs. 21.54 crores as compared to Rs. 20.41 crores last yearregistering a growth of 5.54% inspite of deep recession during thisperiod. The export turnover during the year under review isRs.362.66 crores as against Rs. 219.54 crores in previous year,registering an increase of 65.19%. The performance of variousdivisions of your Company is given below:

STEEL DIVISION

During the year under review, the company has commissioned anew Cold Rolling mill with Automatic Gauge Control (AGC) toincrease the capacity of Cold Rolling Segment and to improve thequality of CR Product. In the year under review turnover of thedivision is Rs. 1226.74 crores as compared to Rs 1057.67 croresin the last financial year, registering an increase of 15.98%. Theexport turnover of the division is Rs.335.21 crores in comparisonto Rs.195.48 crores in the last financial year, an increase of 71.48%.The initiative taken to establish the product in global market haveshown excellent results in this segment. The Export turnover islikely to further increase during the coming year.

LIGHTING DIVISION

Despite the Global financial Meltdown in the world and toughcompetition from other established market players and unorganisedsectors, the Division has witnessed a steady growth in turnover.During the year under review, the turnover of the division increasedto Rs..463.86 crores as compared to Rs.427.43 crores last year,an increase of 8.52%. The export turnover during the year underreview is Rs. 27.46 crores as against Rs.24.06 crores in previousyear, an increase of 14.13% Strategies are being continuouslydeveloped to give greater thrust to the exports.

During the year Company revamped its Luminaire Business Group(LBG) and has made good progress by picking up good orders forLuminaires / HID Lamps & High Masts from Public SectorUndertakings / Public Work Departments and Local bodies as wellas from wide spectrum of Industrial & Commercial LuminiaireBuyers. Apart from this, Company has installed One CFL Chainwith world class technology from GE Europe after which ourcapacity will increase to 36 million Pieces per annum.

SUBSIDIARY

In order to quickly respond to evolving expansion opportunitiesand to expand the company's activities, introduction of newproducts and services, to achieve greater financial flexibility andto enable financial structuring, need was felt to form a subsidiarycompany. Keeping in line with the same, Surya Global Steel TubesLimited a non-listed Indian Company, has become subsidiary ofthe company. During the year company has made an investmentof Rs. 16,05,50,000 for acquiring 74.33% equity shares in thesame.

During the year subsidiary company has purchased landadmeasuring 63 acre in the area of Anjar, Bhuj ( State of Gujarat)for setting up a unit to manufacture 2 lacs M.T of Spiral weldedSteel Pipes at project cost of Rs. 225 Crores (To be completed intwo phases) and order for purchase of plant and machinery hasalready been placed. Financial closure of the project has beenmade with Punjab National Bank and State Bank of India bysanctioning term loan(s) of Rs. 90 Crores and Rs. 45 Croresrespectively. It is expected to start Commercial production by1st December, 2009.

4. FUTURE PROSPECTS

STEEL DIVISION

In view of thrust of the Government of India on Water, Infrastructureand Export sectors, there is tremendous scope for growth in theSteel Pipe and Cold Rolled Industry. In large Dia Pipe the companyhas widened its product range as per the requirement of the market.More demand is expected from various Oil and Gas companiesfor LDP pipes of API standards. In future also there seems to be atremendous scope for export of ERW Steel Pipes as well as ColdRolling particularly to U.S.A., Canada and European countries.During this year the Company has also started manufacturing ofSquare & Rectangle Pipe for which there is huge demand in projectsegment. In the coming financial year, the company has started aseries of Dealers Conference, Retailer Conference, PlumberConference & Architect / Builder / Consultants Conference alongwith Press conference & Brand awareness campaign which willincrease the demand potential substantially.

One new furnace for hydrogen annealing of capacity of 18000M.T Per Annum is being put to further improve the quality of theCR product. Further, the Company has decided to install sixthGalvanizing Plant to enhance the capacity of galvanizing by 36000M.T per annum. Order has already been placed in China for themodernization and up-gradation of existing API Mill to cater thequality requirement of our esteemed customers. All these measureswill help in increasing the sale & profitability in the current financialyear.

LIGHTING DIVISION

With a general improvement in the power condition in urban aswell as rural sectors and increase in spending on infrastructuredevelopment in the coming years, there is always an increase indemand of regular lighting products. Apart from this UnionGovernment's Eleventh Plan power generation target will also giveboost to the demand of steel poles and towers for increasingefficiency in transmission and cutting down on transmission losses.

Well defined strategies are being implemented in order to caterthe gradual increase in demand of lighting products and enhancethe product share in market and to boost the demand for yourCompany's products. Keeping in view the growing demands ofEnergy Saving Lamps and various Governments drive in thisdirection, we have already made ourselves ready to cater thegrowing demand in India as well as Global markets. Going forward


9Directors' Report

the group will focus on marketing the High Masts Tower andOctagonal Street Light Poles that would be manufacture in House.High Mast towers and Poles are primarily fabricated out of HRcoils and galvanized in a zinc bath. Company is putting up a stateof the art facility with galvanizing bath 13m long, 2.5m deep and1.3m wide with installed capacity of 33000MT per year and intendsto manufacture 4000 High Masts and 36000 Octagonal poles inthe years to come.

With the addition of CFL Chains, the company is capable tomanufacture total range of CFLs to meet the growing demand. Thetotal capacity of CFL shall be 36 millions per annum. Beside this,Company is under the process of installing one Korean chain forproduction of CFL in T3 Type. Through whole hearted efforts andbetter commitment at all levels, the turnover and profitability ofyour company during the current year are likely to reflect aconsiderable growth as compared to those of the year under review.

5. FIXED DEPOSITS

The Public response towards the Company's fixed deposit schemecontinued to be encouraging during the year under review. At theclose of the year, 55 deposit holders, whose deposits, aggregatingto Rs.16.31 lacs, had become due for payment, did not claim orrenew their deposits. Since then, deposits aggregating to Rs. 6.01lacs have either been claimed or renewed. The principal amountand interest were duly paid for all other deposits, which maturedduring the year.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of energy conservation and research and developmentactivities undertaken by the Company alongwith information inaccordance with provision of Section 217(1)(e) of the CompaniesAct, 1956, read with the Companies (Disclosure of Particulars inthe Report of Board of Directors) Rules, 1988, are given as Annexure'A' to the Directors' Report.

7. PARTICULARS OF EMPLOYEES AND DISCLOSURE OFINFORMATION

Particulars of employees, as required under Section 217(2A) ofthe Companies Act, 1956, read with Companies (Particulars ofEmployees) Rules, 1975, as amended and information as perCompanies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988, are given as Annexure 'B' to the Directors'Report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicableaccounting standards have been followed along with properexplanation relating to material departures;

ii. that the Directors had selected such accounting policies andapplied them consistently and made judgements andestimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the endof the financial year and of the profit of the Company for thatperiod;

iii. that the Directors had taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detectingfraud and other irregularities;

iv. that the Directors had prepared the annual accounts on agoing concern basis.

9. DIRECTORS

As per Article 101 of the Articles of Association of the Company,Shri B B Chadha and Smt. Urmil Agarwal, retire by rotation and,being eligible, offer themselves for reappointment.

Change in Directorship

Sh. B D Agarwal has resigned from the post of Managing Directoron 21st July, 2008 and resigned from the Board of the Company

on 24th July, 2008. Your Directors placed on records the highsense of appreciation for the hard work , dedication andentrepreneurship by Sh. B. D. Agarwal , as Managing Directorduring his tenure with the Company due to that the Companyattained the excellent position.

During the year under review Sh. S N Bansal, Sh. Arvind KumarBansal and Sh. Vineet Kumar Garg were appointed as Whole -time Directors for a period of five years from 31st July, 2008 to30th July, 2013 and their appointment(s) have been approved bythe shareholders in the Annual General Meeting held on 24thSeptember, 2008.

During the Current year, Sh. Rajendra Arya has resigned from theBoard w. e. f 12th May, 2009. Your Directors placed on recordthe high sense of appreciation for the wise counsel and valuableservices rendered by him during his tenure on the Board.

During the Current year, Board of Directors of the Company hasinducted Shri Ravinder Kumar Narang, Shri Mukesh Tripathi asadditional directors of the Company with effect from 18th June,2009 and Shri Raju Bista, existing executive of the Company asadditional director of the Company, with effect from 18th June,2009 and termed as Whole-time Director of the Company.

Appointment of Shri Ravinder Kumar Narang will strengthen theBoard. He has a rich experience of 48 years in the field ofOperations, Project Development, Marketing Network and otherfunctional areas. His deep rooted knowledge and experience isvital for the growth and success of the Company.

Appointment of Shri Mukesh Tripathi will further strengthen theBoard, as he has an experience of over 10 years in the field ofHuman Resources Developments, Personality Development,Naturopathy, Meditation, yoga and School Education.

Appointment of Shri Raju Bista will strengthen the Board. He is aman of great nationalistic outlook and has deep rooted deisre todevelop the youth of the country. His Management and Planningskills are vital for the growth and success of the Company.

During the Current year, Sh. G. S. Gupta has resigned from theBoard w. e. f 23rd July, 2009. Your Directors placed on record thehigh sense of appreciation for the wise counsel and valuableservices rendered by him during his tenure on the Board.

10. AUDITORS

The Auditors, Messers. Sastry K. Anandam & Company, CharteredAccountants, retire at the forthcoming Annual General Meetingand, being eligible, offer themselves for reappointment. Theobservations of the Auditors have been suitably dealt with in thenotes on accounts.

11. COMPLIANCE CERTIFICATE

As per Revised Clause 49 of the Listing Agreement with the StockExchanges, the compliance certificate from Chairman andManaging Director and Director (Finance) Cum CFO is given asAnnexure 'C' to the Directors' Report.

12. ACKNOWLEDGEMENT

Your Directors wish to place on record, their appreciation for thecontinued support from All India Financial Institutions, Bankers,Government Authorities, Business Constituents and InvestingPublic.

Your Directors also wish to place on record once again, theirappreciation for the contribution made by the workers, staff andexecutives at all levels, to the continued growth and prosperity ofthe Company. The overall industrial relations remained cordial atall the establishments.

for and on behalf ofthe Board of Directors

J. P. AGARWALPlace : New Delhi CHAIRMAN ANDDated : 23rd July, 2009 MANAGING DIRECTOR


10

ANNEXURE 'A' TO DIRECTORS' REPORT

Information as per Section 217(1)(e) read with Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and formingpart of the Directors' Report for the year ended 31st March, 2009.

I. CONSERVATION OF ENERGY

a) Energy conservation measures taken :

At Steel Division, Bahadurgarh :

– One Gas Generator of Capacity One Mega Watt Commissioned for in–house generation to reduce power cost.– Solid State High Frequency Welder generation are being put to replace conventional (oscillator) tube type Welder and thus not only

improve the productivity but also reduce power consumption.– Natural Gas Connection is enhanced from the present level of 22500 NM3 per day to 30000 NM3 per day.– AC variable frequency derives on all compressors plus slitting motor instead of manual to reduce power consumption.– Reviewed the Size of the DC / AC motors as per the required specifications– Installation of Additional capacitor banks to improve power factor and reduce time– Reducing the pumping of water circulation and water consumption through regular awareness programmes.

At Malanpur Unit of Lighting Division :

– Additional Water connection was disconnected due to optimum use and control in consumption.– Replaced Rec. Compressor with Screw Kaeser make compressor.– Retrofitting of ACB in CD and modification in radiator fan for Gas engine reduces energy consumption.– Modification in scrapped panel and installation of the same in CFL assembly.– Replacement of electro mech. Pumps by electronic pumps.

At Kashipur Unit of Lighting Division :

– TL 5th exhaust machine soft water line modified and connected the supply line to lamp plant main soft water supply line.– NTL/TLD exhaust machine chilling plant stopped during winter season.– 10 H.P soft water pump was replaced by 5 H.P Pump.

b) Additional investment and proposals being implemented for reduction of consumption of energy :

At Steel Division, Bahadurgarh :

Efforts are going on for usage of Gas based Generators for reduction of consumption of energy.

c) Impact of the measures at a) above for reduction of energy consumption and consequent impact on the cost of production of goods :

Using Gas based Generator Set for power generation will reduce the downtime which frequently took place in purchasing power fromElectricity Boards. The above measures resulted in substantial saving in the consumption of energy and consequent saving in the cost ofproduction of goods.

d) Total energy consumption and energy consumption per unit of production as per Form–A of the Annexure to the Rules in respect ofIndustries in the Schedule thereto :

Steel Division Lighting Division

2008-2009 2007-2008 2008-2009 2007-2008A) Power & Fuel Consumption

1. Electricity

a) PurchasedUnits (in thousands) 12253.17 9292.58 14412.47 10727.05Total Amount (Rs. in lacs) 546.43 407.74 582.51 298.27Rate / Unit (Rs.) 4.46 4.39 4.04 2.78

b) Own GenerationThrough Diesel GeneratorUnits (in thousands) 1499.44 1392.82 1631.22 3023.03Unit per Ltr. Of HSD 3.40 3.12 3.40 3.32Cost / Unit (Rs.) 10.27 10.49 9.37 8.97

c) Own Generation byNatural Gas Generator SetUnits (in thousands) 11006.11 15653.22 14991.19 14845.21Unit per SCM3 3.08 2.96 3.80 3.71Cost / Unit (Rs.) 3.62 2.95 3.19 2.63

2. Furnace Oil/LDOQty. (K.Ltrs.) 24.42 31.20 3351.38 3086.74Total amount (Rs. in lacs) 4.65 6.87 989.25 738.78Avg. Rate (Rs.) 19.04 22.02 29.52 23.93

3. RLNG (Natural Gas)Qty. SCM3 (in thousands) 4649.30 2626.98 9200.20 10222.92Total amount (Rs. in lacs) 518.41 229.72 1040.12 984.88Rate / SCM (Rs.) 11.15 8.74 11.31 9.63

Directors' Report


11

4. L.P.G.Qty. (Tonnes) Not used Not used 2215.98 2136.52Total amount (Rs. in lacs) Not used Not used 975.10 807.81Rate / KG (Rs.) Not used Not used 44.00 37.81

5. Diesel / LDOQty. (K.Ltrs.) 107.22 Not used 317.64 301.45Total amount (Rs. in lacs) 35.53 Not used 99.18 84.41Rate / Ltr. (Rs.) 33.14 Not used 31.22 28.00

6. PropaneQty. (Tonnes) Not used Not used 126.20 57.50Total amount (Rs. in lacs) Not used Not used 39.60 18.39Rate / KG (Rs.) Not used Not used 31.38 31.98

B) Consumption per unit production

Product Unit Steel Tubes / Pipes / Glass ItemC.R.Strips (Per M.T.) (Per M.T.)

Electricity Units 104.21 109.68 151.89 137.49

Furnace Oil/HSD/LDO/RFO Ltrs. 0.22 0.30 194.25 179.41

Propane / LPG Kg. Not used Not used 60.66 58.08

HSD/LDO in GI - Ltrs 0.73 Not used Not used Not used

HSD/LDO in CR Mill - Ltrs 0.60 Not used Not used Not used

Natural Gas Consumption (In GI Mill) SCM3 26.27 25.61 Not used Not used

Natural Gas Consumption (In CR Mill) SCM3 38.35 38.18 Not used Not used

II. TECHNOLOGY ABSORPTION

Efforts made in technology absorption as per Form-B of the Annexure to the Rules :

1. Research and Development (R&D)

a) Specific areas in which R&D carried out by the company :

During the year under review, no R&D carried out.

b) Benefits derived as a result of above R&D : Not Applicable

c) Future Plan of action :

If required, Research and Development activities shall be carried out in future to achieve greater efficiency in production techniques.

d) Expenditure on R&D : No capital as well as recurring expenditure made on R&D.

2. Technology absorption, adaptation & innovation:

a) Efforts, in brief, made towards technology absorption, adaptation & innovation :

Major initiatives are being taken to upgrade the various processes by making use of latest and better techniques. Efforts are constantly beingmade to make the maximum use of the available infrastructure, at the same time innovating new techniques to bring about efficiency as wellas economy in different areas. Employees are given appropriate training of and on the job, to enable them to achieve the planned performance.

b) Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.:

There were various benefits derived as a result of the efforts listed above, some of them included better utilization of the available resources,product improvement and development, cost reduction, better overall efficiency.

c) In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) : Nil

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports, initiatives taken to increase export, development of new markets for products and services and export plans :

Major initiatives were taken to boost the exports of the company. Some of them included :

– Emphasis has been given on Foreign Traveling of Export Executives and Directors for development of new markets.

– The Company has participated in the conferences and exhibitions organized in various foreign countries.

b) Total foreign exchange used and earned (Rs. in lacs)

Used : 3284.02 Earned : 34069.75


Place : New Delhi J. P. AgarwalDate : 23rd July, 2009 Chairman & Managing Director

Directors' Report

Steel Division Lighting Division

2008-2009 2007-2008 2008-2009 2007-2008


12

ANNEXURE ‘C’ TO THE DIRECTORS’ REPORT

Certification by Managing Director and Director (Finance) Cum Chief Financial Officer (CFO) of the Company

We hereby certify that for the financial year ending 31st March, 2009 on the basis of the review of the financial statements and the cash flow statementand to the best of our knowledge and belief that :

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

2. These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards,applicable laws and regulations.

3. There are, to the best of our knowledge and belief, no transactions entered into by the company during the 2008-2009 which are fraudulent,illegal or violative of the Company's Code of Conduct.

4. We accept the responsibility for establishing and maintaining internal controls. We have evaluated the effectiveness of the internal control systemsof the Company and we have disclosed to the auditors and the Audit Committee those deficiencies, of which we are aware, in the design oroperation of the internal control systems and that we have taken the required steps to certify these deficiencies.

5. We further certify that :

a. There have been no significant changes in internal control during this year.

b. There have been no significant changes in accounting policies during this year.

c. There have been no instances of significant fraud of which we have become aware and the involvement therein, of management or anemployee having a significant role in the Company's internal control system.

J. P. Agarwal S. N. BansalPlace : New Delhi Chairman and Director (Finance) cum CFODated : 23rd July, 2009 Managing Director

ANNEXURE 'B' TO THE DIRECTORS' REPORT

Statement of particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, and part of the Directors' Report

Sl. Name Age Designation / Remuneration Qualification Experience Date of LastNo. yrs. Nature of duties (Rs.) yrs. Commencement employement

of employment and position held

Employed throughout the financial year

1. Sh. J.P. Agarwal 58 Chairman & 69,00,000 B.Com 37 01.04.1986 Jindal Industries Ltd.Managing Director (Executive Director)

Employed part of the financial year

1 Sh. B D Agarwal* 80 Ex Chairman & 26,41,935 B.A 54 01.04.1982 Jindal Industries Ltd.Managing Director (WholeTime Director)

2. Sh. V.R. Majumdar 62 Chief Advisor 15,82,000 B.E Hons. 40 01.08.2008 Bajaj Electrical Ltd.LBG (Elect) (Luminaries BU Head)

3 Sh. Krishna Raman 49 Sr. Vice President 11,82,570 B.Com 27 24.09.2008 Birla Sun Life Dist.(Sales & Mktg.) LBG & P.G. (V.P & National

Diploma in Sales Head - B2C)Business Mgt.

* Sh. B D Agarwal has resigned from the post of Managing Director on 21st July, 2008.

Notes:

1) The employment of Shri J. P. Agarwal & Shri B. D. Agarwal were contractual and governed by the terms and conditions approved by the CentralGovernment/ Shareholders.

2) Remuneration includes salary, commission, medical exp., house rent paid / house rent allowance, other allowances and taxable value ofperquisites.

3) No employees of the Company came within the purview of the provisions of Section 217 (2A)(a)(iii) of the Companies Act, 1956 during the year.


Place : New Delhi J. P. AgarwalDate : 23rd July, 2009 Chairman & Managing Director

Directors' Report


13

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2008-09

1. Corporate Governance Philosophy

The Securities and Exchange Board of India (SEBI) has prescribed mandatory standards of Corporate Governance for all companies listed on Indianstock exchanges This chapter constitutes your Company's compliance with Clause 49 of the Listing Agreement.

Your Company has already adopted a Code of Conduct, which lays down the standards of values, ethics and business principles of the Management.Our business and day to day affairs of the Company are conducted with highest level of compliance.

2. Board of Directors

The names, along with categories of the Directors on the Board, their attendance at Board meetings during the year and at the last AGM as also thenumber of directorships and committee memberships held by them in other companies are given below :

* Resigned from the post of Managing Director on 21st July, 2008 and from the Board on 24th July, 2008.** Appointed as Whole Time Directors w. e. f 31st July, 2008# Resigned from the Board of the Company on 12th May, 2009 in the current financial year.

The Chairman is an Executive Director and the number of Independent Non-Executive Directors on the Board is equal to or more then 50% of theBoard strength at any point of time. All Independent Non-Executive Directors comply with the legal requirements for being "independent". TheIndependent Directors do not have any pecuniary relationships or transactions either with the Company or with the promoters/management thatmay affect their judgement in any manner.

Under the Law, the Board of Directors must meet at least four times a year, with a maximum time gap of four months between any two meetings.

During the last financial year, our Board met six times, on 21st May, 2008 ; 21st July, 2008; 31st July, 2008; 31st October, 2008; 31st January,2009 and 24th February, 2009.

None of the Directors of our Company were members in more than 10 committees or acted as Chairman of more than five committees across allcompanies in which they were Directors.

Surya Code of Conduct:

The Board Members and Senior Management personnel have affirmed their compliance with the code of conduct. The Code of Conduct hasalready been posted on the website of the Company. The Chairman and Managing Director has certified that the Board Members and seniormanagement personnel have complied with the code of conduct and the same is placed before the Board.

3. Audit Committee

The Audit Committee comprises three Directors. The members of Audit Committee are Shri. K. K. Narula (Chairperson and Independent Director),Shri B. B. Chadha (Independent Director) and Shri G. S. Gupta (Independent Director). All the three members have extensive financial andaccounting knowledge and background. The terms of reference of the Audit Committee are in line with revised Clause 49 II (C) and (D) of theListing Agreement with the stock exchanges and Section 292A of the Companies Act, 1956. During the year under review, four committeemeetings were held i.e. 21.05.2008, 31.07.2008, 31.10.2008 and 31.01.2009 and were attended by all members of the Committee. The quorum

Name Category No. of Board Whether No. of Directorships No. of Committee positionsof the Director Meetings attended held in other companies held in other companies

attended AGM onduring 24th

Chairman Director Chairman Member2008-09 Sept. 2008

Sh. J. P. Agarwal Promoter(Chairman & ExecutiveManaging Director) Non-Independent 5 YES – 6 – –

Sh. B. D. Agarwal* Promoter(Ex-Chairman & ExecutiveManaging Director) Non-Independent 2 NO – 1 – –

Sh. M. G. Bakre Non-Executive(IDBI Nominee) Independent 6 YES – – – –

Sh. K. K. Narula Non-ExecutiveIndependent 6 YES – 1 1 –

Sh. Rajendra Arya # Non-ExecutiveIndependent 5 NO – 1 – –

Smt. Urmil Agarwal Non-ExecutiveNon-Independent 2 YES – 1 – –

Sh. B. B. Chadha Non-ExecutiveIndependent 6 NO – 5 2 2

Sh. G. S. Gupta Non-ExecutiveIndependent 6 NO – 2 – –

Sh. Satya Narain Bansal** ExecutiveNon-Independent 4 YES – 6 – 1

Sh. Arvind Kumar Bansal** Executive 4 NO – 8 – –Non-Independent

Sh. Vineet Kumar Garg** Executive 3 YES – 4 – 1Non-Independent

Corporate Governance


14

for the Committee is two members. The Audit Committee meetings were attended by the heads of Finance and Internal Audit and the Auditors(including Cost Auditors) as invitees. The members held discussions with the Auditors during the meetings and the Committee reviewed theperiodic unaudited and audited results of the company before being considered and approved by the Board of Directors. Sh. B.B. Singal, CompanySecretary, acts as the secretary to the Committee.

The role of the Audit Committee, which amongst other things includes the following:

1. Overseeing of the company's financial reporting process and disclosure of its financial information to ensure that the financial statements arecorrect, sufficient and credible.

2. Recommending the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors and fixation of auditfees and approval of payment of statutory auditors for any other services rendered by the statutory auditors.

3. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:a. Matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of clause (2AA)

of Section 217 of the Companies Act, 1956.b. Changes, if any, in accounting policies and practices and reasons for the same.c. Major accounting entries involving estimates based on the exercise of judgment by management.d. Significant adjustments made in the financial statements arising out of audit findings.e. Compliance with listing and other legal requirements relating to financial statements.f. Disclosure of any related party transactions.g. Qualifications in the draft audit report.

4. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.5. Reviewing with the management , the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential

issue etc.), the statement of funds utilized for the purposes other than those stated in the offer document / prospectus / notice and the reportsubmitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendationsto the Board to take up steps in this matter.

6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the

official heading the department, reporting structure coverage and frequency of internal audit.8. Discussion with internal auditors any significant findings and follow up thereon.9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a

failure of internal control systems of a material nature and reporting the matter to the board.10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to

ascertain any area of concern.11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of

declared dividends) and creditors.12. Reviewing the management discussion and analysis of financial condition and results of operations:13. Reviewing the significant related party transactions, submitted by management.14. Reviewing the management letters / letters of internal control weaknesses issued by the statutory auditors.15. Reviewing the internal audit reports relating to internal control weaknesses.16. Reviewing the appointment, removal and terms of remuneration of the Chief Internal Auditor17. Reviewing the financial statements, in particular, the investments made by the unlisted subsidiary company.

The minutes of the Committee are placed before the Board.

4. Directors Remuneration

a. Pecuniary Relationships:

None of the Non Executive Directors of your Company have any pecuniary relationship or transactions with the Company except for sittingfees paid to them for attending Board meetings or Committee meetings thereof.

b. Remuneration Policy:

The following aspects are considered while determining the remuneration package of the senior management of the Company:• Industry Standards• Remuneration package of executives in the industry with similar skill sets

c. The details of remuneration / sitting fees paid to the Executive Directors / Non Executive Directors during the financial year 2008-2009 is asunder:

Name Salary Perquisites Commission Stock Sitting Fees& Allowances Options

(Rs.) (Rs.) (Rs.) (Rs.)

Sh. J.P.Agarwal(Chairman & Managing Director) 34,50,000 17,25,000 17,25,000 Nil N.A.Sh. B D Agarwal(Ex- Chairman & Managing Director) 13,20,968 6,60,484 6,60,484 Nil N. A.Sh. S N Bansal 8,03,226 3,21,290 -- Nil N. A.Sh. Arvind Bansal 8,03,226 3,21,290 -- Nil N. A.Sh.Vineet Kumar Garg 8,03,226 3,21,290 -- Nil N. A.Sh. M.G. Bakre (IDBI Nominee) Nil Nil Nil Nil 80000/-Sh. K.K.Narula Nil Nil Nil Nil 235000/-Sh.Rajendra Arya Nil Nil Nil Nil 160000/-Smt. Urmil Agarwal Nil Nil Nil Nil 20000/-Sh. B.B. Chadha Nil Nil Nil Nil 135000/-Sh. G.S. Gupta Nil Nil Nil Nil 230000/-



15

Period of Contract (Sh. J.P.Agarwal) : 5 years from 1st January, 2007 (i.e. upto 31st December 2011)

Period of Contract (Sh. S.N.Bansal) : 5 years from 31st July, 2008 (i.e. upto 30th July 2013)

Period of Contract (Sh.Arvind Bansal) : 5 years from 31st July, 2008 (i.e. upto 30th July 2013)

Period of Contract (Sh. Vineet Garg) : 5 years from 31st July, 2008 (i.e. upto 30th July 2013)

The Company has not issued Stock options (ESOPs) to any of its Directors.

Number of Shares held by Non Executive Directors:

Shri Rajendra Arya - 200 (Since Resigned w. e. f 12th May, 2009)Smt. Urmil Agarwal - 200431

5. Remuneration Committee

During the year 2008-2009, members of the Remuneration Committee were Shri K. K. Narula (Chairperson), Shri Rajendra Arya and Shri G. S.Gupta. The scope of the Remuneration Committee includes finalizing the remuneration packages for Executive Director(s) of the Company. Sh. B.B. Singal, Company Secretary, acts as the secretary to the committee.

There is one meeting held during the year on 31.07.2008 and the same was attended by all the members.

6. Shareholders/ Investors' Grievance Committee

The Committee has the mandate to review and redress shareholder grievances. The Committee met 4 times during the year on 29.04.2008,16.07.2008, 17.10.2008 and 12.01.2009, and the attendance of Members at the Meeting was as follows:

Name of the Members Status No. of Meetings Attended

Sh. Rajendra Arya Chairman 4

Sh. B D Agarwal * Member 2

Sh. K.K Narula Member 3

Sh. S. N. Bansal ** Member 2

* Resigned on 24th July, 2008.** Inducted on 31st July, 2008 by re-constitution of Committee.

The quorum for the Committee is two members. The minutes of the Committee are placed before the Board.

Compliance Officer : Sh. B.B.Singal (Company Secretary)Number of shareholders' complaints received upto 31st March, 2009 : 10Number of complaints not solved to the satisfaction of the shareholders : NilNumber of pending complaints : Nil

7. General Body Meetings

The last three Annual General Meetings were held on the following dates :

28.09.2006; 28.09.2007; 24.09.2008

at the Registered Office of the company at Prakash Nagar, Sankhol, Bahadurgarh -124 507 at 10:30 a.m.

One Special Resolution was passed at the 33rd AGM held on 28th September, 2006, One Special Resolution was passed at the 34th AGM heldon 28th September, 2007 and One Special Resolution was passed at the 35th AGM held on 24th September, 2008.

In the financial year 2009-10, one special resolution was conducted through postal ballot. Shri B. B. Singal, Company Secretary, had conductedthe postal ballot exercise. Form 62 related to Calendar of Events u/s 192A of the Companies Act, 1956 for passing of Special Resolution u/s 372Aof the Companies Act, 1956 has been filed with the Registrar of Companies on 15th April, 2009.

Postal Ballot Notice dated 10th April, 2009 along with Postal Ballot form and a pre-paid postage self addressed reply envelope has been dispatchedto all the shareholders on 20th April, 2009 by U.P.C by our Registrar Mas Services Limited , T-34, 2nd floor, Okhla Industrial Area, Phase - II, NewDelhi - 110020. Last Date of receiving Postal Ballot Forms by Scrutinizer was 2nd June, 2009. The Chairman of the meeting announced the resultof postal ballot at the Registered office of the company at Prakash Nagar, Sankhol, Bahadurgarh (Haryana) at 10.30A.M on 5th June, 2009. Thedetails of voting pattern were as follows:

Voting Pattern of Special Resolution u/s 372A of the Companies Act, 1956, as stated in Postal Ballot Notice dated 10th April, 2009.

Particulars No. of Postal No. of Shares % of Total Paid upBallot Forms Equity Capital

Total Postal Ballot forms received 643 15134201 58.20%

Less : Invalid Postal Ballot Forms 79 35898 0.14%

Net Valid Postal Ballot Forms 564 15098303 58.06%

Postal Ballot forms with Assent for the Resolution 521 15083268 57.98%

Postal Ballot Forms with Dissent for the Resolution 43 15035 0.06%



16

MONTH NSE BSE

HIGH (Rs.) LOW (Rs.) HIGH (Rs.) LOW (Rs.)

April, 2008 76.80 53.20 76.00 51.00

May, 2008 69.90 56.35 72.50 56.10

June, 2008 58.45 42.00 58.60 42.20

July, 2008 52.00 38.40 52.00 38.50

August, 2008 54.25 44.75 54.45 43.15

September, 2008 60.70 47.50 61.00 47.60

October, 2008 58.20 24.80 58.00 24.95

November, 2008 34.40 19.00 33.85 21.00

December, 2008 32.30 24.00 32.00 24.05

January, 2009 32.00 23.25 32.65 23.40

February, 2009 28.60 22.25 26.95 23.10

March, 2009 29.40 21.10 26.50 21.90

viii. Performance in comparison to BSE SENSEXvii. Market Price Data :

ix. Registrar : MAS Services Limited(Common for both Physical and Electronic share registry) T-34, 2nd Floor, Okhla Industrial Area, Phase-II ,

New Delhi - 110 020Tel. : (011) 2638 7281/ 82 / 83Fax : (011) 2638 7384E-Mail : [email protected]

x. Share Transfer System

The Company's share transfers are handled by MAS Services Ltd., Registrar and Transfer Agents(RTA). The shares received in physical mode bythe Company/RTA are transferred expeditiously provided the documents are complete and shares under transfer are not under dispute. Confirmationin respect of the request for dematerialisation of shares is sent to the respective depositories - National Securities Depository Limited / CentralDepository Services India Limited within 15 days. None of the transfer was pending for more than a fortnight as on 31st March, 2009.

8. Disclosures

i) The senior management has made disclosures to the board relating to all material financial and commercial transactions. There are nomaterially significant related party transactions that may have potential conflict with the interest of the company at large.

ii) The Company has complied with all applicable requirements prescribed by the regulatory and statutory authorities including Stock Exchangesand SEBI during the preceding three financial years on all matters related to capital market and no penalties / strictures in this respect havebeen imposed on the Company.

iii) The Company has complied with all mandatory requirements and has constituted Remuneration Committee of the Board.

9. Means of Communication

i. Half yearly report sent to each shareholders residence : No

ii. Newspapers in which quarterly results normally published : Business Standard, Dainik Tribune

iii. Website where results or official news are displayed : www.suryaroshnilighting.com

iv. Whether it also displays presentations made to institutionalinvestors or to the analysts : Yes (if any)

v. Whether Management Discussion & Analysis Report ispart of the Annual Report or not : Yes

10. General Shareholder Informationi. AGM : Date and Time - 24.09.2009 at 11:00 a.m.

Venue - Prakash Nagar, Sankhol, Bahadurgarh, Haryana - 124 507.ii. Financial Year - 1st April to 31st Marchiii. Book closure Date - 07.09.2009 - 11.09.2009 (both days inclusive)iv. Dividend payment date - On or after 25.09.2009v. Listing on Stock Exchanges - The securities of the company were listed on the following Stock

Exchanges during the financial year 2008-09:

The Stock Exchange, Mumbai The National Stock Exchange of India Ltd.Rotunda Building, Dalal Street, Exchange Plaza, Bandra- Kurla Complex,Fort, Mumbai - 400 001. Bandra, Mumbai - 400 051.

The company has paid the Annual Listing Fees to the Stock Exchanges for the Financial Year 2008-09 and 2009-10

vi. Stock Code

Equity Shares - BSE - (Physical) - 336

(Dematerialised) - 500336

NSE - (Symbol) - SURYAROSNI



17

xi. Distribution of Shareholding

Shareholders Shares

Holdings Number % of Total Number % of Total

1-5000 19244 99.19 5786342 22.25

5001-10000 82 0.42 602905 2.32

10001- 20000 24 0.12 359615 1.38

20001-100000 21 0.11 1015212 3.91

Over 100000 31 0.16 18237176 70.14

TOTAL 19402 100.00 26001250 100.00

Shareholding Pattern

CATEGORY No. of Shares held % age of Paid-up Capital

Promoters (including Persons Acting in Concert) 6570858 25.271

Institutional Investors 2451962 9.430

Private Corporate Bodies 10433561 40.127

Indian Public 6377265 24.528

NRIs and OCBs 76040 0.292

Others (Clearing Members) 91564 0.352

TOTAL 26001250 100.00

xii. Dematerialisation of Shares & Liquidity : The company has obtained electronic connectivity with the National Securities Depository Ltd.(NSDL) and the Central Depository Services Ltd. (CDSL) for demat facility(ISIN: INE335A01012). As on 31st March, 2009, 2,48,50,830 equity shares, being 95.58% ofthe company's total paid-up equity shares had been dematerialized.

The shares of the company are regularly traded at the NSE and BSE.

xiii. Outstanding GDRs /ADRs /Warrants or : NILany Convertible instruments, conversiondate & likely impact on equity

xiv. Plant Locations : Steel Division : Prakash Nagar, Sankhol, Bahadurgarh, Haryana - 124 507.: Lighting Division : 7 km Stone, Kashipur-Moradabad Road, Kashipur - 244 713 (Uttarakhand)

J-7, 8 & 9, Malanpur Industrial Area, Malanpur, Distt. Bhind (M.P.)

xv. Address for correspondence : The Company SecretarySurya Roshni Limited611, Padma Tower - I, 5, Rajendra Place, New Delhi - 110 008.Tel. - (011) 47108038, 25810093-96 Fax - (011) 25789560E-Mail - [email protected]

[email protected]

AUDITOR'S CERTIFICATE

Auditor's certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement

To the members ofSurya Roshni Limited

We have examined the compliance of conditions of corporate governance by Surya Roshni Limited ("the company") for the year ended 31st March,2009, as stipulated in Clause 49 of the Listing Agreement of the company with the stock exchanges.

The compliance of the conditions of corporate governance is the responsibility of the management. Our examination was limited to the procedures andimplementation thereof, adopted by the company, for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor anexpression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with theconditions of corporate governance as stipulated in the abovementioned Listing Agreement.

We state that no investor grievances are pending for a period exceeding one month against the company as per the records maintained by the company.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which themanagement has conducted the affairs of the company.

For SASTRY K. ANANDAM & CO.CHARTERED ACCOUNTANTS

Place : New Delhi CA. (ANANDA SASTRY K.)Dated : 18th June, 2009 Partner, FCA

Membership No. 9980



18

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date

1. In respect of its fixed assets:

a) The Company has maintained records showing full particularsincluding quantitative details and situation of its fixed assetson the basis of available information.

b) As explained to us, the fixed assets have been physicallyverified by the management during the year in a phasedperiodical manner, which in our opinion is reasonable, havingregard to the size of the Company and nature of its assets. Nomaterial discrepancies were noticed on such physicalverification. The title deeds of fixed assets pledged with theFinancial Institutions & Banks are with IDBI Bank Ltd. are dulyconfirmed by them.

c) In our opinion, the Company has not disposed of substantialpart of fixed assets during the year and the going concern statusof the Company is not affected.

2. In respect of its inventories :

a) As explained to us, inventories have been physically verifiedby the management at regular intervals during the year.

b) In our opinion and according to the information andexplanations given to us, the procedures of physical verificationof inventories followed by the management are reasonableand adequate in relation to the size of the Company and thenature of its business.

c) The Company has maintained proper records of inventories.As explained to us, there were no material discrepanciesnoticed on physical verification of inventory as compared tothe book records.

3. In respect of loans, secured or unsecured, granted or taken by theCompany to/from companies, firms or other parties covered in theregister maintained under section 301 of the Companies Act, 1956:

a) The Company has not granted any loans, secured or unsecuredto Companies, firms or other parties covered in the registermaintained under Section 301 of the Companies Act, 1956.

b) Since the Company has not granted any loans, the Clause (b),(c), (d) relating to the rate of interest, receipt of Principal amount,overdue amount does not apply.

c) The Company has not taken any loans, secured or unsecuredfrom Companies, firms or other parties covered in the registermaintained under Section 301 of the Companies Act, 1956.

d) Since the Company has not taken any loans, the Clause relatingto the rate of interest, payment of Principal amount, overdueamount does not apply.

4. In our opinion and according to the information and explanationsgiven to us, there are adequate internal control procedurescommensurate with the size of the Company and the nature of itsbusiness for the purchase of inventory, fixed assets and also for thesale of goods. During the course of our audit, we have not observedany continuing failure to correct major weaknesses in internalcontrols.

5. In respect of transactions covered under Section 301 of theCompanies Act, 1956:

a) In our opinion and according to the information andexplanations given to us, there are no transactions made inpursuance of contracts or arrangements, that needed to beentered into in the register maintained under Section 301 ofthe Companies Act, 1956.

AUDITORS' REPORT

The Members

1. We have audited the attached Balance Sheet of M/s SURYA ROSHNILIMITED as at 31st March, 2009 and the Profit and Loss Account &also the Cash Flow Statement for the year ended on that date annexedthereto. These financial statements are the responsibility of theCompany's Management. Our responsibility is to express an opinionon these financial statements based on our Audit.

2. We conducted our audit in accordance with Auditing Standardsgenerally accepted in India. Those standards require that we plan &perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatements. An auditincludes examining, on a test basis, evidence supporting the amounts& disclosures in financial statements. An audit also includes assessingthe accounting principles used & significant estimates made byManagement, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 asamended by the Companies (Auditors' Report) (Amendment) Order,2004 issued by the Central Government of India in terms of SubSection (4A) of Section 227 of the Companies Act, 1956 and on thebasis of such checks as we considered appropriate and according tothe information and explanations given to us, we enclose in theAnnexure hereto a statement on the matters specified in paragraphs4 and 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph 3above, we report that:

(i) We have obtained all the information and explanations, whichto the best of our knowledge and belief were necessary for thepurposes of our audit.

(ii) In our opinion, proper books of account, as required by lawhave been kept by the Company so far as appears from ourexamination of those books.

(iii) The Balance Sheet, Profit and Loss Account and Cash FlowStatement dealt with by this report are in agreement with thebooks of account.

(iv) In our opinion, the Balance Sheet, Profit and Loss Accountand Cash Flow Statement dealt with by this report Complywith the mandatory Accounting Standards referred in SubSection (3C) of Section 211 of the Companies Act, 1956.

(v) On the basis of written representations received from thedirectors as on 31st March, 2009, and taken on record by theBoard of Directors, we report that none of the directors isdisqualified as on 31st March, 2009 from being appointed asa director in terms of clause (g) of sub-section (1) of Section274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and accordingto the explanations given to us, the said financial statementsread together with the Significant Accounting Policies and othernotes thereon give the information required by the CompaniesAct, 1956 in the manner so required, and present a true andfair view, in conformity with the accounting principlesgenerally accepted in India :

a) in so far as it relates to Balance Sheet, of the State ofaffairs of the Company as at 31st March, 2009;

b) in so far as it relates to Profit and Loss Account, of PROFITof the Company for the year ended on that date ; and

c) in so far as it relates to the Cash Flow Statement, of theCash Flows for the year ended on that date.

For SASTRY K. ANANDAM AND CO.CHARTERED ACCOUNTANTS

(CA. ANANDA SASTRY K.)Place : New Delhi Partner, F.C.A.Dated : 18th June, 2009 Membership No. 9980

Auditors' Report


19

b) Since there are no transaction, the Clause relating to makingentry in the register maintained under Section 301 of theCompanies Act, 1956 does not apply.

6. In our opinion and according to the information and explanationsgiven to us, the Company has complied with the provisions ofSection 58A and 58AA or any other relevant provisions of theCompanies Act, 1956 and the Companies (Acceptance of Deposits)Rules, 1975 with regard to the deposits accepted from the public.Since the Company has not defaulted in repayments of deposits,compliance of Section 58AA. No order has been passed by theCompany Law Board, National Company Law Tribunal or ReserveBank of India.

7. In our opinion, the internal audit system of the Company iscommensurate with its size and nature of its business.

8. We have broadly reviewed the books of accounts relating tomaterials, labour & other items of cost maintained by the CompanyPursuant to the Rules made by the Central Government for themaintenance of Cost Records under Section 209(1) (d) of theCompanies Act, 1956 and we are of the opinion, that prima facie,the prescribed accounts and records have been made andmaintained. However, we have not made a detailed examinationof the records.

9. In respect of statutory dues :

i) the company is generally regular in depositing with appropriateauthorities undisputed statutory dues including provident fund,investor education and protection fund, employees stateinsurance, Income Tax, Sales/VAT Tax, Wealth Tax, ServiceTax , Custom Duty, Excise Duty, Cess and other materialstatutory dues applicable to it.

ii) According to the information and explanations given to us,no undisputed amounts payable in respect of Income Tax,Wealth Tax, Sales/VAT Tax, Custom Duty, Excise Duty andCess were in arrears as at 31st March, 2009 for a period ofmore than six months from the date they became payable.

iii) The disputed statutory dues aggregating to Rs.2,63,86,605/-that have not been deposited on account of matters pendingbefore appropriate authorities are as under:

Sl. Name of Nature of Forum where AmountNo. the Statue Dues dispute is in (Rs.)

pending

1. Central Excise Excise Duty UptoAct, 1944 Commissioner

Level 1,33,93,777

2. Employees Employees High Court 34,55,828State StateInsurance InsuranceAct, 1966 Calculation

3. UPSEB UPSEB High Court 41,27,000Acts

4. Sales Tax / Taxes Upto 30,42,000VAT Acts Commissioner

Level

High Court 23,68,000

Total 2,63,86,605

10. The Company has no accumulated losses and has not incurred anycash losses during the financial year covered by our audit or in theimmediately preceding financial year.

11. Based on our audit procedures and according to the informationand explanations given to us, we are of the opinion that theCompany has not defaulted in repayment of dues to financialinstitutions, banks or debenture holders.

12. In our opinion and according to the information and explanationsgiven to us, no loans and advances have been granted by theCompany on the basis of security by way of pledge of shares,debentures and other investments.

13. In our opinion, the Company is not a chit fund or a nidhi/mutualbenefit fund/ society. Therefore, clause 4(xiii) of the Companies(Auditor's Report) Order 2003 is not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in Shares,securities, debentures and other investments. Accordingly, theProvisions of Clause 4 (xiv) of the Companies (Auditors' Report)Order, 2003 are not applicable to the Company

15. The Company has not given any guarantees for loans taken by othersfrom banks and financial institutions.

16. In our opinion, the term loans have been applied for the purposesfor which they were raised.

17. According to the information and explanations given to us and onan overall examination of the Balance Sheet of the Company, wereport that no funds raised on short term basis have been used forlong term investments. No long term funds have been used tofinance short term assets except permanent working capital.

18. The Company has not made any Preferential allotment of Shares toany parties or Companies covered in the register maintained underSection 301 of the Companies Act, 1956 during the year.

19. The Company has no debentures as at 31st March, 2009.

20. The Company has not raised any money by way of public issueduring the year.

21. In our opinion and according to the information and explanationsgiven to us, no fraud on or by the Company has been noticed orreported during the year, that causes the financial statements to bematerially misstated.

for SASTRY K. ANANDAM AND CO.CHARTERED ACCOUNTANTS

(CA. ANANDA SASTRY K.)

Place : New Delhi Partner, F.C.A

Dated : 18th June, 2009 Membership No. 9980

Auditors' Report


20

BALANCE SHEET AS AT 31ST MARCH, 2009

Particulars Schedule As at As atNo. 31st March, 2009 31st March, 2008

(Rs.) (Rs.)

SOURCES OF FUNDS

SHAREHOLDER'S FUND

Share Capital 1 28‚43‚32‚500 28‚43‚32‚500

Reserve & Surplus 2 1‚72‚44‚45‚857 1‚54‚60‚53‚629

LOAN FUNDS

Secured Loans 3 3‚83‚05‚29‚138 3‚53‚93‚30‚525

Unsecured Loans 4 57‚33‚93‚022 48‚81‚22‚078

DEFERRED TAX LIABILITIES (NET) 50‚64‚66‚250 47‚65‚34‚172

TOTAL 6‚91‚91‚66‚767 6‚33‚43‚72‚904

APPLICATION OF FUNDS

FIXED ASSETS :

Gross Block 5 6‚82‚68‚12‚374 6‚07‚07‚85‚428

Less : Depreciation 3‚44‚01‚01‚669 3‚22‚43‚12‚822

Net Block 3‚38‚67‚10‚705 2‚84‚64‚72‚606

Capital Work in Progress 10‚40‚41‚640 30‚61‚86‚107

INVESTMENTS 6 16‚07‚50‚000 –

CURRENT ASSETS, LOANS & ADVANCES

Inventories 7 1‚96‚67‚53‚035 1‚90‚58‚24‚650

Sundry Debtors 8 1‚44‚76‚19‚707 1‚33‚82‚03‚300

Cash & Bank Balances 9 9‚46‚29‚034 4‚92‚11‚799

Loans & Advances 10 26‚05‚67‚054 28‚36‚29‚902

3‚76‚95‚68‚830 3‚57‚68‚69‚651

LESS : CURRENT LIABILITIES & PROVISIONS

Current Liabilities 11 38‚08‚20‚832 27‚60‚27‚044

Provisions 12 12‚10‚83‚576 11‚91‚28‚416

50‚19‚04‚408 39‚51‚55‚460

NET CURRENT ASSETS 3‚26‚76‚64‚422 3‚18‚17‚14‚191

TOTAL 6‚91‚91‚66‚767 6‚33‚43‚72‚904

Significant Accounting Policies and Notes on Accounts 21

The Schedules referred to above and notes on accounts thereon form an integral part of Balance Sheet.

As per our attached report of even date

For SASTRY K. ANANDAM & CO.Chartered Accountants J. P. Agarwal

Chairman andCA. ANANDA SASTRY K. S. N. Bansal Managing Director

Partner Director (Finance &

Membership No. 9980 Corp. Mgmt.) cum CFOArvind Bansal

Place : New Delhi B. B. Singal Director (Operations

Dated : 18th June, 2009 Company Secretary & Corp. Mgmt.)

Directors

B. B. Chadha

G. S. Gupta

K. K. Narula

M. G. Bakre

Urmil Agarwal

Balance Sheet


21

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009

Particulars Schedule Year ended Year endedNo. 31st March, 2009 31st March, 2008

(Rs.) (Rs.)

INCOME

Sales 13 16‚90‚59‚06‚964 14‚85‚09‚72‚662

Less : Internal consumption 82‚02‚88‚846 80‚21‚79‚532

16‚08‚56‚18‚118 14‚04‚87‚93‚130

Less : Excise duty recovered on sales 1‚19‚48‚20‚340 1‚32‚50‚48‚415

14‚89‚07‚97‚778 12‚72‚37‚44‚715

Other Income 14 58‚08‚335 9‚94‚62‚973

Accretion/(Decretion) to Stock 15 12‚30‚64‚064 21‚56‚14‚312

TOTAL 15‚01‚96‚70‚177 13‚03‚88‚22‚000

EXPENDITURE

Raw Material Consumed 12‚08‚06‚05‚216 10‚28‚39‚76‚068

Less : Internal Consumption 78‚79‚29‚709 76‚49‚58‚051

11‚29‚26‚75‚507 9‚51‚90‚18‚017

Purchase for Resale 30‚48‚42‚705 22‚81‚19‚725

Packing Material Consumed 22‚20‚98‚451 18‚43‚10‚203

Land Purchase for Real Estate Division – 6‚44‚97‚530

Manufacturing Expenses 16 60‚75‚62‚698 57‚47‚56‚572

Employees Remuneration & Benefits 17 65‚16‚70‚684 56‚90‚13‚698

Selling Expenses 18 74‚66‚23‚964 82‚87‚13‚638

Interest 19 46‚44‚14‚937 38‚06‚91‚521

Other Expenses 20 21‚39‚35‚420 15‚88‚99‚190

Depreciation 23‚71‚68‚704 25‚64‚33‚988

Less: Transferred from Capital Reserve on Revaluation of Fixed Assets 5‚01‚226 5‚01‚226

23‚66‚67‚478 25‚59‚32‚762

TOTAL 14‚74‚04‚91‚844 12‚76‚39‚52‚856

PROFIT/(LOSS) BEFORE TAX FOR THE YEAR 27‚91‚78‚333 27‚48‚69‚144

Provision for Tax

– Current Tax 3‚28‚86‚406 6‚90‚96‚105

– Deferred 2‚99‚32‚077 (43,25,607)

– Fringe Benefit 41‚00‚073 60‚15‚102

– Minimum Alternate Tax Credit Adjustment (31,37,873) –

PROFIT/(LOSS) AFTER TAX 21‚53‚97‚650 20‚40‚83‚544

Surplus brought forward from previous year 1‚05‚37‚06‚738 90‚16‚20‚820

AVAILABLE FOR APPROPRIATIONS

Proposed Equity Dividend 3‚12‚01‚500 3‚90‚01‚875

Tax on Dividend 53‚02‚695 66‚28‚369

Deferred tax Revision – (86,32,618)

Transfer to General Reserve 1‚50‚00‚000 1‚50‚00‚000

Balance carried to Balance Sheet 1‚21‚76‚00‚193 1‚05‚37‚06‚738

Earning per Equity Share - Basic & Diluted 8.28 7.85


The Schedules referred to above and notes on accounts thereon form an integral part of Profit & Loss Account.

Profit & Loss Account








Directors

B. B. Chadha

G. S. Gupta

K. K. Narula

M. G. Bakre

Urmil Agarwal


22

Schedules to the Balance Sheet

As at As at31st March, 2009 31st March, 2008

(Rs.) (Rs.)

SCHEDULE 1

SHARE CAPITAL

Authorised :

4,98,00,000 Equity Shares of Rs.10/- each 49‚80‚00‚000 49‚80‚00‚000

6,20,000 Preference Shares of Rs.100/- each 6‚20‚00‚000 6‚20‚00‚000

56‚00‚00‚000 56‚00‚00‚000Issued, Subscribed and Paid up :

2,60,01,250 (Previous Year - 2,60,01,250) Equity Shares of Rs. 10/- each fully paid-up 26‚00‚12‚500 26‚00‚12‚500

(Of the above shares 3,00,000 Equity shares of Rs.10/- each allotted as fullypaid up Bonus shares by capitalisation of General Reserve during 1980-81, 86,47,500Equity shares of Rs.10/- each during 1994-95 and 22,38,750 Equity shares ofRs. 10/- each during 1995-96 by capitalisation of securities premium account.)

Forfeiture Reserve

Forfeiture of 38,00,000 (Previous year 38,00,000) Optionally Convertible 2‚43‚20‚000 2‚43‚20‚000Equity Warrants of Rs. 64/- each Rs. 6.40 paid up

Total 28‚43‚32‚500 28‚43‚32‚500

As at As at As at31.03.2008 Addition Deduction 31.03.2009 31.03.2008

SCHEDULE 2

RESERVES AND SURPLUS

Capital Reserve

– Capital subsidy 50‚00‚000 – – 50‚00‚000 50‚00‚000

– on revaluation of Fixed Assets 1‚07‚19‚686 – 5,01,226 1‚02‚18‚460 1‚07‚19‚686

Capital Redemption Reserve 3‚00‚00‚000 – – 3‚00‚00‚000 3‚00‚00‚000

Securities Premium 26‚15‚29‚175 – – 26‚15‚29‚175 26‚15‚29‚175

General Reserve 18‚50‚98‚030 1‚50‚00‚000 – 20‚00‚98‚030 18‚50‚98‚030

49‚23‚46‚891 1‚50‚00‚000 5‚01‚226 50‚68‚45‚665 49‚23‚46‚891

Profit & Loss Account 1‚21‚76‚00‚193 1‚05‚37‚06‚738

Total 1‚72‚44‚45‚857 1‚54‚60‚53‚629


(Rs.) (Rs.)

SCHEDULE 3

SECURED LOANS

Term Loans

From Financial Institutions 58‚15‚05‚891 79,63,68,348

From Banks 1‚05‚43‚84‚479 1,03,82,30,291

Working Capital Loans from Banks 2‚19‚46‚38‚768 1,70,47,31,886

3‚83‚05‚29‚138 3,53,93,30,525NOTES :

1) Term Loans from Banks and financial Institutions secured by deposit of title deeds relating to immovable assets of the company and further securedby hypothecation of all company's movable assets.

2) Working Capital Loans from Banks are secured against hypothecation of present and future stock of raw material, stock in process, finished goods,spare and stores, book debts etc., guaranteed by Managing Director of the company and further secured by way of second charge on thecompany's Fixed Assets.

SCHEDULE 4

UNSECURED LOANS

Fixed deposits from Public 21‚90‚68‚000 19,65,86,000

From Financial Institutions and Banks 19‚28‚65‚486 17,42,00,000

Interest Free Sales Tax Loan 3‚05‚37‚778 8,37,85,684

Deposit from Companies 10‚00‚00‚000 –

Trade Deposit & Others 3‚09‚21‚758 3,35,50,394

Total 57‚33‚93‚022 48,81,22,078

Schedules


23Schedules

Schedules to the Balance Sheet/Profit & Loss Account

SC

HED

ULE 5

(Am

t. in R

s.)

FIX

ED

ASSETS

GR

OSS B

LO

CK

DEP

REC

IAT

ION

NET

BLO

CK

PA

RT

ICU

LA

RS

As

At

Additio

ns

Sal

es/

As

at

Up

To

Fo

r th

eSale

s/U

p T

oA

s at

As

at

01

.04

.20

08

Adju

stm

ents

31

.3.2

00

93

1.3

.20

08

year

en

ded

Ad

just

men

ts3

1.3

.20

09

31

.3.2

00

93

1.3

.20

08

31

.03

.09

Lan

d &

Sit

eD

evelo

pm

en

t6

‚99

‚85

‚53

63

‚13

‚71

‚56

1 –

10

‚13

‚57

‚09

7 –

– –

–1

0‚1

3‚5

7‚0

97

6‚9

9‚8

5‚5

36

Buildin

g6

9‚4

8‚0

3‚3

61

1‚3

8‚5

0‚7

88

–7

0‚8

6‚5

4‚1

49

22

‚45

‚34

‚57

11

‚97

‚95

‚20

9#

–2

4‚4

3‚2

9‚7

80

46

‚43

‚24

‚36

94

7‚0

2‚6

8‚7

90

Pla

nt &

Mach

inery

5‚0

8‚6

2‚3

6‚1

25

70

‚27

‚34

‚24

02

‚07

‚63

‚01

75

‚76

‚82

‚07

‚34

82

‚85

‚84

‚69

‚08

12

0‚0

4‚9

7‚5

45

#1

‚93

‚77

‚72

23

‚03

‚95

‚88

‚90

42

‚72

‚86

‚18

‚44

42

‚22

‚77

‚67

‚04

4

Fu

rnit

ure

& F

ixtu

res

2‚8

6‚6

2‚9

02

41

‚07

‚22

9 –

3‚2

7‚7

0‚1

31

1‚9

4‚9

8‚6

75

15

‚68

‚32

7 –

2‚1

0‚6

7‚0

02

1‚1

7‚0

3‚1

29

91

‚64

‚22

7

Veh

icle

s7

‚95

‚33

‚00

21

‚89

‚63

‚71

84

1‚7

5‚9

86

9‚4

3‚2

0‚7

34

3‚9

7‚3

0‚5

62

80

‚22

‚12

61

6‚9

7‚5

91

4‚6

0‚5

5‚0

97

4‚8

2‚6

5‚6

37

3‚9

8‚0

2‚4

40

Off

ice E

qu

ipm

en

ts8

‚11

‚72

‚69

58

6‚1

2‚1

87

5‚2

3‚8

68

8‚9

2‚6

1‚0

14

5‚9

4‚9

0‚0

92

65

‚63

‚70

83

‚03

‚01

06

‚57

‚50

‚79

02

‚35

‚10

‚22

42

‚16

‚82

‚60

3

Air

co

nd

itio

ners

&C

oo

lers

1‚1

9‚2

7‚9

71

18

‚74

‚49

4 2

4,4

00

1‚3

7‚7

8‚0

65

60

‚02

‚90

45

‚73

‚67

0 1

,53

46

5‚7

5‚0

40

72

‚03

‚02

55

9‚2

5‚0

67

Mis

cellan

eous

Ass

ets

34

‚08

‚27

1 –

–3

4‚0

8‚2

71

15

‚31

‚37

21

‚48

‚11

9 –

16

‚79

‚49

11

7‚2

8‚7

80

18

‚76

‚89

9

Tem

po

rary

Ere

cti

on

s1

‚50

‚55

‚56

5 –

–1

‚50

‚55

‚56

51

‚50

‚55

‚56

5 –

–1

‚50

‚55

‚56

5 –

–

TO

TA

L6

‚07

‚07

‚85

‚42

87

8‚1

5‚1

4‚2

17

2‚5

4‚8

7‚2

71

6‚8

2‚6

8‚1

2‚3

74

3‚2

2‚4

3‚1

2‚8

22

23

‚71

‚68

‚70

42

‚13

‚79

‚85

73

‚44

‚01

‚01

‚66

93

‚38

‚67

‚10

‚70

52

‚84

‚64

‚72

‚60

6

Pre

vio

us

Year

6‚0

5‚4

1‚2

8‚0

86

23

‚28

‚89

‚87

22

1‚6

2‚3

2‚5

30

6‚0

7‚0

7‚8

5‚4

28

3‚1

0‚5

0‚2

2‚1

76

25

‚64

‚33

‚98

81

3‚7

1‚4

3‚3

41

3‚2

2‚4

3‚1

2‚8

22

2‚8

4‚6

4‚7

2‚6

06

2‚9

4‚9

1‚0

5‚9

10

# In

clu

des

dep

recia

tio

n o

n r

evalu

ed

co

st o

f ass

ets

am

ou

nti

ng to

Rs.

5,0

1,2

26

/– (P

revio

us

Year

Rs.

5,0

1,2

26

/–)


24



(Rs.) (Rs.)

SCHEDULE 6

INVESTMENTS (AT COST)

Non Trade

Unquoted

Long Term

5,000 (Previous Year - NIL) Equity Shares of Rs. 10/- each, issued 50,000 –at par, fully paid-up, in Surya Global Steel & Gen Power Limited

5,000 (Previous Year - NIL) Equity Shares of Rs. 10/- each, issued 50,000 –at par, fully paid-up, in Surya Global Cement Limited

5,000 (Previous Year - NIL) Equity Shares of Rs. 10/- each, issued 50,000 –at par, fully paid-up, in Surya Global Infrastructure Limited

5,000 (Previous Year - NIL) Equity Shares of Rs. 10/- each, issued 50,000 –at par, fully paid-up, in Surya Roadlink and Infra Limited

In Subsidiary Company

1,60,55,000 (Previous Year - NIL) Equity Shares of Rs. 10/- each, 16‚05‚50‚000 –issued at par, fully paid-up, in Surya Global Steel Tubes Limited

Total 16‚07‚50‚000 –

Book Value of Quoted Investments Rs. NIL (Previous Year - NIL)

Market Value of Quoted Investments Rs. NIL (Previous Year - NIL)

SCHEDULE 7

STOCK (as certified by the Management)

Stores and spare parts, etc. (at cost on FIFO Basis) 19‚05‚23‚154 18,83,22,693

Raw Materials (at cost on FIFO basis) 46‚28‚54‚242 52,71,90,381

Scrap and salvage (at market value) 2‚19‚46‚020 5,78,79,022

Semi-finished goods (at cost or net realisable value, whichever is less) 25‚30‚51‚155 20,62,35,315

Finished goods (at cost or net realisable value, whichever is less) 97‚12‚75‚374 86,16,99,709

Real Estate Division (WIP) (at cost or net realisable value, whichever is less) 6‚71‚03‚090 6,44,97,530

Total 1‚96‚67‚53‚035 1,90,58,24,650

SCHEDULE 8

SUNDRY DEBTORS(unsecured, considered good)

Debts outstanding for a period exceeding six months 54‚06‚266 1,20,55,433

Other debts 1‚44‚22‚13‚441 1,32,61,47,867

Total 1‚44‚76‚19‚707 1,33,82,03,300

SCHEDULE 9

CASH AND BANK BALANCE

Cash on hand 27‚51‚717 27,20,602

Cheques / Drafts / TTs in hand / in transit 6‚84‚22‚551 2,78,32,586

Balance With Scheduled Banks in :

– Current Account 39‚85‚747 49,80,962

– Fixed Deposits 1‚65‚69‚470 1,10,61,312

– Unpaid Dividend Accounts 28‚99‚549 26,16,337

Total 9‚46‚29‚034 4,92,11,799

Schedules


25Schedules



(Rs.) (Rs.)

SCHEDULE 10

LOANS AND ADVANCES

(Unsecured, considered good)

Advances recoverable in cash or in kind orfor value to be received 20‚87‚52‚458 24,41,58,855

Security Deposits 2‚47‚05‚466 1,52,99,282

Earnest Money Deposits 73‚90‚469 85,04,939

Claims Recoverable / Receivable 1‚97‚18‚661 1,56,66,826

Total 26‚05‚67‚054 28,36,29,902

SCHEDULE 11

CURRENT LIABILITIES

Sundry Creditors

– Due to Micro and Small Enterprises 1‚69‚82‚963 1,64,81,306

– Others 14‚81‚97‚189 12,83,92,053

Other Liabilities 18‚89‚01‚528 12,16,94,995

Interest accrued but not due 2‚67‚39‚152 94,58,690

Total 38‚08‚20‚832 27,60,27,044

SCHEDULE 12

PROVISIONS

Proposed Equity Dividend 3‚12‚01‚500 3,90,01,875

Tax on Dividend 53‚02‚695 66,28,369

Provision for gratuity* 6‚58‚97‚912 5,73,89,427

Provision for Leave Encashment* 1‚86‚81‚469 1,61,08,745

Total 12‚10‚83‚576 11,91,28,416

*Refer Note No. 4

Schedules to the Profit & Loss Account

For the Year ended For the year ended31st March, 2009 31st March, 2008

(Rs.) (Rs.)

SCHEDULE 13

SALES

Inland (net of return) 13‚27‚92‚78‚795 12,65,55,90,696

Export* 3‚62‚66‚28‚169 2,19,53,81,966

16‚90‚59‚06‚964 14,85,09,72,662Less : Internal consumptions of components 82‚02‚88‚846 80,21,79,532

Total 16‚08‚56‚18‚118 14,04,87,93,130

*Export Includes Export Benefits of Rs. 14,59,57,170(Previous Year Rs. 13,02,26,630)


26



(Rs.) (Rs.)

SCHEDULE 14

OTHER INCOME

Rent 24,000 12,000Interest (TDS Rs. 3,65,063) 21‚39‚067 9,95,206Miscellaneous Income 7‚51‚255 4,30,038Insurance claims – 2,24,084

Profit on Sale of Fixed Assets 28‚94‚013 14,81,16,432Loss due to dissolution of wholly owned – (5,03,14,787)Subsidiary Company Long-Term

28‚94‚013 9,78,01,645

58‚08‚335 9,94,62,973

SCHEDULE 15

ACCRETION/(DECRETION) TO STOCK

Stock as at 1st AprilFinished Goods 86‚16‚99‚709 75,52,63,393Semi Finished Goods 20‚62‚35‚315 17,74,99,768Scrap 5‚78‚79‚022 4,19,34,103Real Estate Division (WIP) 6‚44‚97‚530 –

1‚19‚03‚11‚576 97,46,97,264

Stock as at 31st MarchFinished Goods 97‚12‚75‚375 86,16,99,709Semi Finished Goods 25‚30‚51‚155 20,62,35,315Scrap 2‚19‚46‚020 5,78,79,022Real Estate Division (WIP) 6‚71‚03‚090 6,44,97,530

1‚31‚33‚75‚640 1,19,03,11,576

Accretion/(Decretion) to Stock 12‚30‚64‚064 21,56,14,312

SCHEDULE 16

MANUFACTURING EXPENSES

Stores and spares consumed 13‚09‚85‚632 15,91,76,621Power and fuel 30‚89‚89‚346 25,34,64,318Water charges 37‚54‚523 34,87,550Repairs to :Machinery 1‚11‚34‚170 1,31,31,991Building 71‚68‚606 63,10,238Others 24‚34‚426 22,97,202

2‚07‚37‚202 2,17,39,431

Miscellaneous manufacturing expenses 14‚80‚70‚843 13,45,23,317Excise Duty (49,74,848) 23,65,335

Total 60‚75‚62‚698 57,47,56,572

SCHEDULE 17

EMPLOYEES REMUNERATION AND BENEFITS

Salaries,wages and allowances including bonus and gratuity 55‚07‚90‚065 48,65,38,752Employers contribution to PF, ESI and administrative charges 5‚47‚73‚173 4,28,77,040Staff Welfare Expenses 2‚86‚53‚296 2,34,81,539Remuneration to Managerial Personnel* 1‚29‚15‚484 1,40,53,712Staff Recruitment and Training Expenses 45‚38‚666 20,62,655

Total 65‚16‚70‚684 56,90,13,698

*Refer Note No. 12

Schedules


27Schedules



(Rs.) (Rs.)

SCHEDULE 18

SELLING EXPENSES

Carriage Outward 34‚83‚33‚666 39,82,73,196Commission\Service Charges on sale 5‚87‚30‚791 4,13,51,014Discounts 11‚02‚54‚129 28,27,98,561Advertisement 8‚72‚89‚682 1,94,60,267Claims for defective 8‚51‚21‚417 5,96,99,296Others 5‚68‚94‚279 2,71,31,304

Total 74‚66‚23‚964 82,87,13,638

SCHEDULE 19

INTEREST

Term Loans and Fixed Deposits 22‚57‚92‚971 19,07,23,384Other Interest & Financial Charges 23‚86‚21‚966 18,99,68,137

Total 46‚44‚14‚937 38,06,91,521

SCHEDULE 20

OTHER EXPENSES

Rent 2‚09‚25‚594 1,52,88,598Insurance 57‚28‚497 72,45,447Rates & Taxes 15‚29‚013 8,09,094Postage, Telegraph,Telephone and Telex 1‚43‚18‚474 1,31,27,756Printing and Stationery 91‚06‚102 73,95,460Travelling & Conveyance 6‚89‚77‚592 5,40,80,058Cost Auditors’Remuneration :– Fee 1‚55‚000 1,55,000– Expenses 13,590 19,905Miscellaneous Expenses 5‚61‚50‚618 3,67,33,073Foreign Exchange Fluctuation 1‚03‚45‚845 23,40,104Loss on sale of fixed assets 11‚07‚541 –Sales Tax /Entry Tax Paid 1‚68‚34‚575 1,97,47,027

20‚51‚92‚441 15,69,41,522Directors’ ExpensesSitting Fees 8‚60‚000 4,65,000Travelling & Conveyance 68‚96‚011 5,78,415Meeting Expenses 70,395 60,195Foreign Travelling 1‚86‚309 1,55,601

80‚12‚715 12,59,211Statutory Auditors’ RemunerationStatutory Audit Fees 4‚45‚000 4,30,000Income Tax Audit Fees 1‚15‚000 1,10,000Auditors’ Expenses 51,364 55,207Management Fees for certificates/reports 1‚18‚900 1,03,250

7‚30‚264 6,98,457

Total 21‚39‚35‚420 15,88,99,190


28

SCHEDULE 21

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation of Financial Statements

(a) The financial statements have been prepared under the historical cost convention in accordance with the generally accepted accountingprinciples (GAAP) and the provisions of the Companies Act, 1956, as adopted consistently by the Company except for certain fixed assetswhich have been revalued.

(b) The Company generally follows mercantile system of accounting and recognises significant items of income and expenditure on accrual basis.

2. Fixed Assets

Fixed Assets are stated at cost net of CENVAT and includes amounts added on revaluation, less accumulated depreciation. All costs, includinginterest on borrowings attributable to acquisition of Fixed Assets upto the date of commissioning of the assets and net charges on foreign exchangecontracts and adjustments arising from exchange rate variations relating to borrowings attributable to the fixed assets are capitalised.

3. Depreciation

(i) Depreciation on fixed assets is provided on straight line method as per the provisions of Sec. 205(2) of the Companies Act, 1956.(ii) Depreciation on additions is being provided on pro rata basis from the date of such additions.(iii) Depreciation on assets sold, discarded, disabled or demolished during the year is being provided up to the date in which such assets are sold,

discarded, disabled or demolished.(iv) Depreciation on additions on account of increase in rupee value due to revaluation of foreign currency loan is being provided at respective

rates of depreciation of related assets.

4. Foreign Currency Transactions

(i) The Monetary items denominated in foreign currency are translated at the exchange rate prevailing on the last day of the accounting yearexcept where the Company has entered into forward exchange contracts, the difference between the forward rate and the exchange rate atthe date of the transaction is recognised in the statement of profit & loss over the life of the contract.

(ii) Exchange differences arising due to repayment or restatement of liabilities incurred for the purpose of acquiring fixed assets are recognised asIncome or Expense as per Accounting Standard 11 issued by the Institute of Chartered Accountants of India.

(iii) Non-Monetary items denominated in foreign currency are stated at cost.

5. Investments

The investments are valued at cost of acquisition.

6. Employee Benefits

i. Contribution to the provident fund with the government at pre-determined rates is a defined contribution scheme and is charged to the Profitand Loss account. There are no other obligations other than contribution to PF Schemes.

ii. Liabilities in respect of defined benefit plan of Gratuity is determined as per actuarial valuations made by an independent actuary as at thebalance sheet date. The actuarial gains or losses are recognised immediately in the profit and loss account. Company has a plan asset with LifeInsurance Corporation of India .

iii. Provisions for other long term employee benefits-leave, a defined benefit scheme, is made on the basis of actuarial valuation at the end of eachfinancial year and are charged to the profit and loss account. All actuarial gains or losses are recognised immediately in the profit and loss account.

7. Insurance Claims

Insurance claims are accounted for on settlement of claims.

8. Inventories

(i) Raw material, Stores & Spares are valued at cost on FIFO basis.(ii) Finished Goods are valued at cost or net realisable value whichever is lower. Cost includes direct cost and appropriate portion of overheads.(iii) Semi-finished goods are valued at cost or net realisable value whichever is lower.(iv) Scrap and Salvage is valued at market price.(v) Real Estate work-in-progress is valued at cost or net realisable value whichever is lower.

9. Revenue Recognition

The VAT collected from the customers is not included in Sales.

10. Valuation of Internal Consumption

Internal Consumption of Components used for production and are part of raw materials valued on FIFO basis in accordance with the provisions ofSection 4(1)(b) of the Central Excise Act read with rule 8 of Excise Valuation Rules.

B. NOTES ON ACCOUNTS

1. Contingent liabilities not provided for in respect of :(a) Letter of Credit / Bank Guarantees outstanding Rs. 40,50,64,835 (Previous year Rs. 34,10,49,519).(b) Disputed Excise duties, Sales / VAT taxes liability Rs. 1,88,03,777 (Previous year Rs. 4,41,75,450).(c) Bonds executed by the company to custom department against fulfilment of export obligation under 5% EPCG Scheme Rs. 1,46,05,170

(Previous year Rs. 2,37,10,312).(d) Disputed ESI liability Rs. 34,55,828 (Previous year Rs. 34,55,828).(e) Disputed demand of Uttaranchal Power Corporation Rs. 41,27,000 (Previous year Rs. 41,27,000).

2. Consequent upon opting for Central Excise exemption w.e.f. 02-01-2006 based on Notification No. 50/2003 dated 10-06-2003, a sum ofRs.1,34,61,135/- was paid under protest by Kashipur Factory and the same shall be recognised as expense in the year in which the matter will befinally settled by the appropriate authorities.

Schedules


29

3. The Company has amounts due to Micro and Small Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006(MSMED Act). Amount (Rs.)


(i) The principal amount and the interest due thereon remaining unpaid to any supplier.Principal Amount : 1,69,82,963 1,64,81,306Interest : Nil Nil

(ii) The amount of interest paid by the Company along with the amounts of the payment Nil Nilmade to the supplier beyond the appointed day for the year ending.

(iii) The amount of interest due and payable for the period of delay in making payment Nil Nil(beyond the appointed day during the year)

(iv) The amount of interest accrued and remaining unpaid for the year ending. Nil Nil

(v) The amount of further interest remaining due and payable for the earlier years. Nil Nil

Note. The information has been given in respect of such suppliers to the extent they could be identified as "Micro and Small" enterprises on thebasis of information available with the Company.


Actuarial valuation of Gratuity and Leave encashment have been done with the following assumptions:

As at 31st March, 2009 As at 31st March, 2008

Particulars Gratuity Leave Encashment Gratuity Leave Encashment(Funded) (Unfunded) (Funded) (Unfunded)

Discount rate 7% 7% 8% 8%

Future Salary Increase 4.50% 4.50% 5.50% 5.50%

Rate of return on plan assets 9.30% N.A. 9.30% N.A.

Average Working life in Years 20.23 20.08 20.11 20.04

Withdrawl rates for various age groups 1% to 3% 1% to 3% 1% to 3% 1% to 3%

(Amount in Rs.)

Changes in the present value of obligation Gratuity Leave Encashment Gratuity Leave Encashment(Funded) (Unfunded) (Funded) (Unfunded)

Present value of obligation as at the beginning of the period 10,88,08,162 1,61,08,745 8,31,10,394 1,16,39,877

Interest Cost 76,16,571 11,27,612 66,48,832 9,31,190

Current Service Cost 99,92,999 30,83,633 85,74,466 18,30,238

Benefits Paid (77,66,329) (75,26,908) (62,40,165) (53,48,074)

Actuarial (gain) / loss on obligations (44,83,278) 58,88,387 1,67,14,635 70,55,514

Present value of obligation as at the end of period 11,41,68,125 1,86,81,469 10,88,08,162 1,61,08,745


Change in the Fair value of plan assets Gratuity Gratuity(Funded) (Funded)

Fair Value of Plan Assets at the beginning of the period 5,14,18,735 5,29,49,492

Return on plan assets 47,81,942 49,24,303

Contributions Nil 10,303

Benefits paid (75,50,370) (62,40,165)

Actuarial (gain) / loss on plan assets (3,80,094) (2,25,198)

Fair value of Plan Assets at the end of period 4,82,70,213 5,14,18,735

Reconciliation of present value of obligation and the Gratuity Gratuityfair value of assets (Funded) (Funded)

Present value of obligation as at end of period 11,41,68,125 10,88,08,162

Fair value of Plan Assets at the end of period 4,82,70,213 5,14,18,735

Present value of unfunded obligation as at end of period 6,58,97,912 5,73,89,427

Unfunded Net Liability recognised in Balance Sheet 6,58,97,912 5,73,89,427

Schedules


30

Expenses recognised in the Profit & Loss Account Gratuity (Funded) Leave Encashment Gratuity (Funded) Leave Encashment(Unfunded) (Unfunded)

Current Service Cost 99,92,999 30,83,633 85,74,466 18,30,238

Interest Cost 76,16,571 11,27,612 66,48,832 9,31,190

Return on plan assets (47,81,942) – (49,24,303) –

Net actuarial (gain) / loss recognised in the period (41,03,184) 58,88,387 1,69,39,833 70,55,514

Total Expenses recognised in the Profit & Loss Account 87,24,444 1,00,99,632 2,72,38,828 98,16,942

Transitional Liability Net of Tax Rs. NIL (Previous Year Rs. 1,56,90,675/-) is charged to General Reserve and tax amount has been dealt in Deferred Tax.

5. Earning per Share (Basic & Diluted)

Particulars This Year (Rs.) Previous Year (Rs.)

Profit after Tax 21,53,97,650 20,40,83,544

Profit for Equity Shareholders 21,53,97,650 20,40,83,544

Number of Equity Shares 2,60,01,250 2,60,01,250(Face Value Rs. 10/- each)

Weighted Average number of Equity Shares 2,60,01,250 2,60,01,250(Face Value Rs. 10/- each)

Basic & Diluted Earning Per Share (EPS) (Rs.) 8.28 7.85

6. Deferred Tax

As per Accounting Standard (AS - 22) on accounting for Taxes on income issued by the Institute of Chartered Accountants of India, the deferred taxliability as on 31st March, 2009 comprises of the following :

Deferred Tax As on As on31st March, 2009 31st March, 2008

(a) Deferred Tax Liability1. Related to Fixed Assets (53,79,60,994) (50,42,62,415)

(b) Deferred Tax Assets1. Gratuity 1,86,48,471 1,57,56,4372. Leave Encashment 47,66,800 38,92,3313. Transitional Provision under revised AS-15 80,79,474 80,79,474

Net Deffered Tax Assets / (Liabilites) (50,64,66,250) (47,65,34,172)

Schedules

7. Related party disclosures

Related party disclosures as required under Accounting Standard on "Related Party Disclosures" issued by the Institute of Chartered Accountantsof India are given hereunder :

A. Relationship :

i) Subsidiary Company– Surya Global Steel Tubes Ltd.– Surya Roshni Inc. (Since Dissolved)

ii) Associates1. Surya Global Steel & Gen Power Limited2. Surya Global Cement Limited3. Surya Global Infrastructure Limited4. Surya Roadlink and Infra Limited

iii) Key Management Personnel– Sh. J. P. Agarwal

iv) Relatives of the Key Management Personnel

Relation Sh. J. P. Agarwal

Spouse Smt. Urmil AgarwalSon(s) Sh. Vinay SuryaDaughter(s) Smt. Padmini & Smt. BhartiBrother(s) Sh. V P AgarwalSister(s) Smt. Sudha GuptaMother Smt. Ganga Devi AgarwalFather Sh. B.D.Agarwal

As at 31st March, 2009 As at 31st March, 2008


31

B. Transactions carried out with the related parties in the ordinary course of business :

i) Subsidiary Company :

Surya Global Steel Tubes Ltd. Amount in Rs.

Particulars This Year Previous Year

Sale TransactionSale of Car during the year 2,00,000 N.AInvestment :Total Investment at the beginning of the year Nil N.AInvestment made during the year 16,05,50,000 N.ATotal investment at the year end 16,05,50,000 N.A

Surya Roshni Inc. (Since Dissolved)


Amount in Rs. US $ Amount in Rs. US $

Investment:Total Investment at the beginning of the year N.A N.A 7,09,11,514 15,00,000Money received on Winding up N.A N.A 2,05,96,727 5,20,898Total investment at the year end N.A N.A NIL NIL

Loan Taken:Loan at the beginning of the year N.A N.A 1,41, 66,750 3,25,000Loan taken during the year N.A N.A 58,86,000 1,50,000Loan repaid during the year N.A N.A 2,00,52,750 4,75,000Loan outstanding at the year end N.A N.A NIL NIL

Interest Paid:Interest paid during the year N.A N.A 7,76,071 19,646

ii) Associates : Amount in Rs.


1. Surya Global Steel & Gen Power Ltd.

Investment :Total Investment at the beginning of the year Nil N.AInvestment made during the year 50,000 N.ATotal investment at the year end 50,000 N.A

2. Surya Global Cement Ltd.


3. Surya Global Infrastructure Ltd.


4. Surya Roadlink and Infra Ltd.


iii) Key Management Personnel & their Relatives :

Remuneration for the year 2008-2009 :– Sh. J.P.Agarwal (Chairman & Managing Director) Rs. 69,00,000– Sh. B.D.Agarwal (Ex-Chairman & Managing Director) Rs. 26,41,935– Sh. Vinay Surya (Chief Operating Officer) Rs. 5,85,600

Sitting Fees for the year 2008-2009Smt. Urmil Agarwal (Director) Rs. 20,000/-

Schedules


32

8. Segment Information for the year ended 31st March, 2009 and 31st March, 2008The company has identified the following three Primary Business Segments :1. Steel - Engaged in the production of Steel Tubes & Pipes and Cold Rolled Strips.2. Lighting - Engaged mainly in the manufacture of different varieties of Lamps.3. Real Estate - Engaged mainly in the develoment & trade in Real EstateSecondary Segment reporting has been performed on the basis of Geographical Locations.

Primary Business Segments

Particulars Lighting Steel Real Estate Total

Revenue

External Sales 3‚81‚82‚61‚161 12‚26‚73‚56‚957 – 16‚08‚56‚18‚1183‚47‚20‚92‚216 10‚57‚67‚00‚914 – 14‚04‚87‚93‚130

Inter-segment Sales – – – –– – – –

Total 3‚81‚82‚61‚161 12‚26‚73‚56‚957 – 16‚08‚56‚18‚1183‚47‚20‚92‚216 10‚57‚67‚00‚914 – 14‚04‚87‚93‚130

ResultSegment Result 38‚86‚78‚784 34‚91‚06‚151 – 73‚77‚84‚935(Profit(+)/Loss(–) before tax & interest) 29‚50‚81‚982 26‚10‚15‚710 – 55‚60‚97‚692Unallocable Corporate Expenditure –

–Operating Profit 73‚77‚84‚935

55‚60‚97‚692Interest Expenses 46‚44‚14‚937

38‚06‚91‚521Other Income 58‚08‚335

9‚94‚62‚973Income Tax 6‚37‚80‚683

7‚07‚85‚600Profit from ordinary activities 21‚53‚97‚650

20‚40‚83‚544Net Profit after Tax 21‚53‚97‚650

20‚40‚83‚544Other InformationSegment Assets

Net Block 1‚96‚88‚89‚136 1‚41‚78‚21‚569 – 3‚38‚67‚10‚7051‚74‚87‚08‚285 1‚09‚77‚64‚321 – 2‚84‚64‚72‚606

Capital Work-in-Progress 10‚27‚95‚587 12‚46‚053 – 10‚40‚41‚64030‚61‚86‚107 – – 30‚61‚86‚107

Investment – 16‚07‚50‚000 – 16‚07‚50‚000 – – – –

Current Assets, Loans and Advances 1‚54‚95‚74‚727 2‚21‚99‚94‚103 6‚71‚03‚090 3‚76‚95‚68‚8301‚52‚62‚66‚435 2‚05‚06‚03‚216 6‚44‚97‚530 3‚57‚68‚69‚651

Total Segment Assets 3‚62‚12‚59‚450 3‚79‚98‚11‚725 6‚71‚03‚090 7‚42‚10‚71‚1753‚58‚11‚60‚827 3‚14‚83‚67‚537 6‚44‚97‚530 6‚72‚95‚28‚364

Unallocated Corporate Assets – –

Total Assets 7‚42‚10‚71‚1756‚72‚95‚28‚364

Segment LiabilitiesLoan Fund 2‚11‚21‚72‚993 2‚29‚17‚49‚167 – 4‚40‚39‚22‚160

2‚22‚46‚96‚568 1‚80‚27‚56‚035 – 4‚02‚74‚52‚603Current Liabilities & Provisions 34‚40‚76‚807 15‚78‚27‚601 6‚71‚03‚090 50‚19‚04‚408

24‚01‚22‚825 15‚50‚32‚635 6‚44‚97‚530 39‚51‚55‚460Total Segment Liabilities 2‚45‚62‚49‚800 2‚44‚95‚76‚768 6‚71‚03‚090 4‚90‚58‚26‚568

2‚46‚48‚19‚393 1‚95‚77‚88‚670 6‚44‚97‚530 4‚42‚26‚08‚063Unallocated Corporate Liabilities 50‚64‚66‚250

47‚65‚34‚172Total Liabilities 5‚41‚22‚92‚817

4‚89‚91‚42‚235

Capital Employed 2‚00‚87‚78‚3591‚83‚03‚86‚129

Capital expenditure 57‚93‚69‚75033‚52‚19‚951

Depreciation 16‚63‚94‚545 7‚02‚72‚933 – 23‚66‚67‚47818‚84‚15‚240 6‚75‚17‚522 – 25‚59‚32‚762

Non-cash expenses other than Depreciation – – – – – – – –

Geographic SegmentIndia 12‚60‚49‚47‚119

11‚98‚36‚37‚794Outside India 3‚48‚06‚70‚999

2‚06‚51‚55‚336

Schedules


33

9. Disclosure of loans / advances and investment as per Clause 32 of the Listing Agreement with the Stock Exchanges :Investment : Amount (Rs.)

Subsidiary As on 31st March, 2009 Maximum investment during theyear ended 31st March, 2009

Surya Global Steel Tubes Ltd. 16,05,50,000 16,05,50,000

Other Companies :

Surya Global Steel & Genpower Ltd. 50,000 50,000

Surya Global Cement Ltd. 50,000 50,000

Surya Global Infrastructure Ltd. 50,000 50,000

Surya Roadlink & Infra Ltd. 50,000 50,000

10. Disclosure of Foreign Exchange Transactions in terms of AS - 11

Particulars This year (Rs.) Previous Year (Rs.)

i) Exchange rate fluctuation differences included in the net profit/ (loss) for the period. (2,17,64,994) 40,31,525

ii) Exchange rate fluctuation differences in respect of forward exchange contracts to berecognised in next year profit & loss Account. (1,76,08,022) (29,37,363)

11. The exchange difference of Rs.18,68,856/-(previous year Rs. 6,64,076/-) on account of borrowing for the purpose of acquiring fixed assets isdebited to Profit and Loss Account in accordance with the Accounting Standard 11 issued by the Institute of Chartered Accountants of India.

12. Remuneration of Managerial Personnel Paid/payable during the year:

Particulars This Year Previous Year(Rs.) (Rs.)

Salary, HRA & Medical Exp. 1,05,30,000 1,05,97,500

Commission 23,85,484 34,56,212

Total 1,29,15,484 1,40,53,712

COMPUTATION OF REMUNERATION OF MANAGERIAL PERSONNEL UNDER SECTION 198 OF THE COMPANIES ACT, 1956

Particulars This Year Previous Year(Rs.) (Rs.)

Profit for the year: 27,91,78,333 27,48,69,144Depreciation 23,66,67,478 25,59,32,762Loss on sale of Fixed Assets 11,07,541 1,64,70,161Loss on Long Term Investment – 5,03,14,787Remuneration to Managerial Personnel 1,29,15,484 1,40,53,712

52,98,68,836 61,16,40,566

Profit on sale of fixed assets 28,94,013 16,45,86,593Depreciation computed as per Section 350 of the Companies Act, 1956 23,66,67,478 25,59,32,762

23,95,61,491 42,05,19,355

Net Profit U/ S 349 of the Companies Act, 1956 29,03,07,345 19,11,21,211Remuneration @ 10% per annum 2,90,30,734 1,91,12,121

13. Additional information pursuant to the provisions of paragraph 3 and 4C of Part II of Schedule VI of the Companies Act, 1956.

A. Capacity and Production Unit Licenced Capacity *Installed Capacity ProductionAs at 31st March As at 31st March As at 31st March

2009 2008 2009 2008 2009 2008

Steel DivisionPipes/Tubes M.T. N.A. N.A. Not Yet Assessed 191459 181820Cold Rolled Strips/Sheets M.T. N.A. N.A. Not Yet Assessed 46131 58314Cold Rolled Formed Sections M.T. N.A. N.A. Not Yet Assessed – –Lighting DivisionGLS Lamps Million Nos. N.A. N.A. 187.000 187.000 153.754 145.101Fluorescent Tube Lamps Million Nos. N.A. N.A. 55.000 55.000 37.246 38.184Tubular Glass Shells Million Nos. N.A. N.A. 65.000 65.000 54.575 53.110Glass Shells for GLS Lamps Million Nos. N.A. N.A. 426.900 426.900 329.192 391.056Filament Million Nos. N.A. N.A. 303.000 303.000 226.500 208.315Cap -GLS Lamps Million Nos. N.A. N.A. 190.000 150.000 182.387 154.600Fluorescent Powder M.T. N.A. N.A. 250.000 250.000 – 18.800Lead Glass Tubings M.T. N.A. N.A. 3400.000 3400.000 3098.956 3190.993HPSV / HPMV Lamps Nos. N.A. N.A. 450000 450000 417263 473802CFL Million Nos. N.A. N.A. 14.400 12.000 13.058 5.561Tuber Million Nos. N.A. N.A. 24.000 24.000 13.744 7.520PCB Million Nos. N.A. N.A. 24.000 24.000 5.925 2.070CFL Shell M.T. N.A. N.A. 130.000 – 125.019 –

* as certified by the management

Schedules

Add:

Less:


34

B. Turnover Unit This year Previous year

Quantity Value (Rs.) Quantity Value (Rs.)

Pipes/Tubes M.T. 186530 9‚40‚97‚40‚677 179504 7‚43‚52‚76‚798Zinc dross and rejected zinc M.T. 586 4‚18‚51‚604 554 7‚44‚86‚487Zinc blow and ash M.T. 1563 3‚97‚38‚616 1307 5‚85‚45‚186Side cutting. Beads etc. M.T. 12483 35‚80‚20‚474 12431 27‚76‚00‚343Others 1‚54‚16‚933 67‚71‚195

Cold Rolled Steel Strips/Sheets M.T. 46494 2‚14‚72‚32‚360 58112 2‚26‚87‚29‚992H.R./C.R. Coils M.T. 7558 25‚53‚56‚293 14282 45‚52‚90‚913GLS Lamps Million Nos. 161.768 1‚05‚66‚45‚720 149.420 1‚06‚18‚44‚094Filament Million Nos. 228.808 13‚90‚12‚891 225.884 14‚78‚21‚269Fluorescent Tube Lamps Million Nos. 38.725 1‚02‚97‚85‚574 40.299 1‚20‚00‚46‚012Tubular Glass Shells Million Nos. 47.679 28‚08‚08‚774 55.434 29‚05‚44‚913Glass Shells for GLS Lamps Million Nos. 325.197 26‚38‚42‚615 404.920 33‚71‚77‚231Cap-GLS Lamps Million Nos. 182.411 18‚21‚57‚528 163.578 17‚14‚75‚621Tuber Million Nos. 0.065 11‚47‚851 0.352 33‚08‚402Lighting Fitting Complete & Acces. 19‚51‚45‚451 20‚84‚61‚584HPSV / HPMV Lamps Nos. 460946 10‚39‚40‚246 460781 9‚95‚21‚435Compact Fluorescent Lamps Million Nos. 14.693 1‚10‚11‚59‚800 5.549 43‚33‚00‚851Fluorescent Powder M.T. 4.880 9‚42‚767 10.560 35‚20‚174Lead Glass Tubings M.T. 2872.409 14‚68‚25‚302 3193.515 16‚02‚44‚907CFL Shell M.T. 123.879 35‚48‚393 – –Scrap & Others 13‚35‚87‚094 15‚70‚05‚255

TOTAL 16‚90‚59‚06‚964 14‚85‚09‚72‚662

Less : Internal Consumption of ComponentsTubular Glass Shells Million Nos. 41.085 24‚04‚04‚765 41.333 22‚85‚45‚136Glass Shells for GLS Lamps Million Nos. 164.080 12‚23‚65‚202 157.146 12‚01‚29‚372Filament Million Nos. 228.808 13‚90‚12‚891 209.007 14‚25‚76‚468Cap-GLS Lamps Million Nos. 169.554 17‚11‚88‚312 154.200 16‚20‚86‚231Fluorescent Powder M.T. 4.880 9‚42‚767 10.520 35‚10‚174Lead Glass Tubings M.T. 1228.455 6‚30‚54‚302 1238.124 6‚07‚37‚530CFL Shell M.T. 117.559 33‚19‚737 – –Others 8‚00‚00‚870 8‚45‚94‚621

TOTAL 82‚02‚88‚846 80‚21‚79‚532

NET 16‚08‚56‚18‚118 14‚04‚87‚93‚130

C. Opening Stock Unit This year Previous year


Pipes/Tubes MT 8462 35‚70‚06‚263 6146 25‚23‚35‚191Cold Rolled Steel Strips/Sheets MT 1078 3‚70‚13‚637 876 2‚43‚42‚961GLS Lamps Million Nos. 13.944 8‚56‚05‚903 14.815 9‚10‚85‚689Fluorescent Tube Lamps Million Nos. 4.091 11‚69‚76‚213 6.253 17‚31‚55‚551Tubular Glass Shells Million Nos. 0.917 41‚84‚067 3.241 1‚31‚41‚270Glass Shells for GLS Lamps Million Nos. 5.589 42‚47‚654 19.452 85‚59‚030Filament Million Nos. 5.264 36‚24‚054 22.833 1‚41‚05‚579Caps-GLS Lamps Million Nos. 4.136 31‚42‚980 13.110 57‚68‚400Tuber Million Nos. 1.395 1‚70‚68‚269 0.210 19‚00‚084PCB Million Nos. 0.225 44‚24‚844 0.090 25‚36‚580HPSV / HPMV Lamps Nos. 162668 4‚98‚93‚748 150178 4‚34‚52‚827Compact Fluorescent Lamps Million Nos. 1.548 12‚87‚14‚464 0.820 8‚96‚01‚148Lighting Fitting Complete & Acces. 4‚38‚54‚366 3‚08‚27‚431Lead Glass Tubings M.T. 111.288 43‚51‚361 113.854 44‚51‚652Fluorescent Powder M.T. 8.240 15‚91‚886Others – –

Total 86‚16‚99‚709 75‚52‚63‚393

Semi-Finished Goods 20‚62‚35‚315 17‚74‚99‚768Scrap 5‚78‚79‚022 4‚19‚34‚103Real Estate Division (WIP) 6‚44‚97‚530 –

TOTAL 1‚19‚03‚11‚576 97‚46‚97‚264

{Scrap

Schedules


35Schedules

D. Closing Stock Unit This year Previous year


Pipes/Tubes MT 13391 50‚86‚77‚146 8462 35‚70‚06‚263

Cold Rolled Steel Strips/Sheets MT 715 2‚62‚14‚263 1078 3‚70‚13‚637

GLS Lamps Million Nos. 7.733 4‚89‚87‚283 13.944 8‚56‚05‚903

Fluorescent Tube Lamps Million Nos. 2.607 6‚89‚65‚127 4.091 11‚69‚76‚213

Tubular Glass Shells Million Nos. 6.713 4‚06‚25‚999 0.917 41‚84‚067

Glass Shells for GLS Lamps Million Nos. 9.584 76‚08‚045 5.589 42‚47‚654

Filament Million Nos. 2.955 16‚99‚216 5.264 36‚24‚054

Caps-GLS Lamps Million Nos. 4.110 27‚55‚725 4.136 31‚42‚980

Tuber Million Nos. 1.453 1‚98‚33‚362 1.395 1‚70‚68‚269

PCB Million Nos. 0.097 24‚01‚927 0.225 44‚24‚844

Lighting Fitting Complete & Acces. 8‚53‚95‚132 4‚38‚54‚366

HPSV / HPMV Lamps Nos. 122118 2‚55‚13‚628 162668 4‚98‚93‚748

Compact Fluorescent Lamps Million Nos. 1.342 11‚38‚18‚843 1.548 12‚87‚14‚464

Lead Glass Tubings M.T. 337.725 1‚81‚02‚060 111.288 43‚51‚361

Fluorescent Powder M.T. 3.360 6‚49‚118 8.240 15‚91‚886

CFL Shell M.T. 1.140 28,500 – –

Total 97‚12‚75‚375 86‚16‚99‚709

Semi-Finished Goods 25‚30‚51‚155 20‚62‚35‚315

Scrap 2‚19‚46‚020 5‚78‚79‚022

Real Estate Division (WIP) 6‚71‚03‚090 6‚44‚97‚530

TOTAL 1‚31‚33‚75‚640 1‚19‚03‚11‚576

NOTE : Closing Stock is after excluding the following :

Breakage during handling or distributed as samples : Unit This year Previous year

GLS Lamps Nos. 2,012 60,424

Fluorescent Tube Lamps Nos. 5,344 44,913

HPSV / HPMV Lamps Nos. 335 531

Compact Fluorescent Lamps Nos. 172 75

Lead Glass Tubings Kgs. 110 43

E. PURCHASE FOR RESALE Unit This year Previous year


Light Fitting Complete & Accessories 18‚68‚45‚240 17‚33‚91‚337

GLS Lamps Million Nos. 1.805 1‚33‚78‚885 3.508 2‚06‚05‚657

Compact Fluorescent Lamps Nos. 14‚28‚657 10‚46‚18‚580 7‚15‚808 3‚41‚22‚731

TOTAL 30‚48‚42‚705 22‚81‚19‚725

F. RAW MATERIAL CONSUMPTION Unit This year Previous year


Strip/Skelp M.T. 2‚47‚106 9‚14‚14‚58‚260 2‚49‚425 7‚10‚13‚09‚377

Zinc M.T. 5,876 51‚97‚41‚797 6,045 81‚66‚24‚945

Sockets 1‚44‚95‚161 1‚34‚13‚276

HR/CR Coil M.T. 7,558 22‚46‚22‚919 14,282 38‚84‚40‚021

Filaments Million Nos. 276.644 15‚75‚14‚119 258.158 15‚66‚53‚450

Caps Million Nos. 248.194 22‚26‚87‚976 234.440 20‚09‚83‚489

Moly Wire Million Nos. 8.019 3‚55‚90‚300 6.739 3‚03‚72‚050

Lead -In -Wire Million Nos. 574.622 3‚86‚24‚435 506.510 3‚88‚41‚234

Tubular Glass Shell Million Nos. 39.040 20‚75‚10‚141 39.686 18‚27‚35‚206

Glass Shell for GLS Lamps. Million Nos. 169.974 12‚01‚36‚806 161.834 11‚00‚50‚162

Arc Tubes Nos. 435020 3‚43‚10‚900 365056 2‚36‚35‚579

Di -Calcium Phosphate M.T. – – 16.589 18‚43‚541

Lead Glass Tubings M.T. 1273.135 6‚55‚37‚498 1247.506 5‚80‚75‚566

Soda Ash M.T. 5294.518 9‚60‚63‚890 5580.250 7‚78‚23‚916

Red Lead M.T. 310.620 3‚42‚02‚161 341.075 4‚48‚49‚773

Tungston wire M.T. 5.059 1‚91‚85‚703 4.033 1‚44‚62‚257

Fluorescent Powder M.T. 203.189 7‚73‚88‚197 204.043 6‚05‚10‚507


36

Aluminium Strip M.T. 405.093 7‚78‚79‚082 375.976 7‚38‚42‚359

Brass Strip M.T. 28.914 69‚14‚052 26.689 81‚46‚600

Silica Sand M.T. 8898.419 1‚07‚29‚305 10146.000 1‚17‚11‚658

Others 97‚60‚12‚515 86‚96‚51‚102

TOTAL 12‚08‚06‚05‚216 10‚28‚39‚76‚068

Less : Internal Consumption of Components

78‚79‚29‚709 76‚49‚58‚051

NET 11‚29‚26‚75‚507 9‚51‚90‚18‚017

14. CIF VALUE OF IMPORTS This year Previous year

(Rs.) (Rs.)

Raw materials and purchases for trading 20‚73‚98‚257 35‚80‚84‚903Stores & Spares 3‚12‚37‚267 2‚11‚43‚936Capital goods 6‚43‚88‚754 10‚64‚69‚973

15. Value of consumption of imported and indigeneous raw material, This year Previous yearstores and spares and its percentage to total consumption Rs. % age Rs. % age

Raw Materials Imported 19‚87‚71‚363 1.76 38‚32‚21‚795 4.03Indigenous 11‚09‚39‚04‚144 98.24 9‚13‚57‚96‚222 95.97

Total 11‚29‚26‚75‚507 100.00 9‚51‚90‚18‚017 100.00

Stores and Spares Imported 2‚28‚52‚449 17.45 1‚90‚63‚223 11.98Indigenous 10‚81‚33‚183 82.55 14‚01‚13‚398 88.02

Total 13‚09‚85‚632 100.00 15‚91‚76‚621 100.00

16. Earning In Foreign Exchange on Account of Export This year Previous year(Rs.) (Rs.)

FOB Value 3‚40‚69‚74‚616 1‚96‚65‚41‚073

17. Expenditure in Foreign Currency This year Previous year(Rs.) (Rs.)

a) Interest in rupee to FIs on Foreign Currency Loan – 45‚27‚956b) Royalty & Technical Services (Net of Taxes) 18‚21‚643 10‚13‚760c) others 2‚35‚55‚631 98‚34‚542

18. Dividend Amount paid to Non Residents During the year ending March 31

2009 2008

I) Number of non resident Shareholders 94 104II) Number of equity shares held by them on which dividend was paid 84352 72655III) Year ended to which the dividend related 2007-2008 2006-2007Iv) Amount paid Rs. 1,26,528/- Rs. 1,08,982.50

Note: The Company has paid above said dividend amount only in Indian Currency.

19. (a) Previous year figures have been regrouped and rearranged wherever necessary.(b) Figures have been rounded off to the nearest rupee.

Unit This year Previous year


Schedules








Directors

B. B. Chadha

G. S. Gupta

K. K. Narula

M. G. Bakre

Urmil Agarwal


37

STATEMENT PURSUANT TO PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILS

Registration No. State Code

Balance Sheet Date

Date Month Year

II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSANDS)

Public Issue Rights Issue Bonus Issue Preferential/Private Placement

III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RS. THOUSANDS)

Total Liabilities Total Assets

SOURCES OF FUNDS

Paid-Up Capital Reserves & Surplus Deferred Tax Liabilities (Net)

Secured Loans Unsecured Loans


Net Fixed Assets Investments Net Current Assets Misc. Expenditure Accumulated Losses

IV. PERFORMANCE OF THE COMPANY (AMOUNT IN RS. THOUSANDS)

Turnover Total Expenditure

+ – Profit/(Loss)Before Tax + – Profit/(Loss)After Tax

Earning Per Share (in Rs.) Dividend Rate %

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (AS PER MONETARY TERMS)

Item Code No. (ITC Code) Product Description



�

7 3 0 4 01 . 0 1

L A M P S8 5 3 9 00

C O L D O L L E D TS RR I P S7 2 0 9 22

N I L

N I L N I L N I L

1 6 9 1 1 7 1 5 1 6 6 3 2 5 3 7

2 7 9 1 7 8 2 1 5 3 9 8

8 . 2 8 1 2

0 5

0 33 1

7 5 4 3

2 0 0 9

S T E E L T U B E S A N D P I P E S

7 4 2 1 0 7 1 7 4 2 1 0 7 1

2 8 4 3 3 3

�

5 7 3 3 9 3

5 0 6 4 6 61 7 2 4 4 4 6

3 8 3 0 5 2 9

N I L

Balance Sheet Abstract

1 6 0 7 5 03 4 9 0 7 5 2 N I L3 2 6 7 6 6 4








Directors

B. B. Chadha

G. S. Gupta

K. K. Narula

M. G. Bakre

Urmil Agarwal


38

CASH FLOW STATEMENT

This year Previous year

(Rs.) (Rs.) (Rs.) (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax 27‚91‚78‚333 27‚48‚69‚144

Adjustment for :

Depreciation 23‚66‚67‚478 25‚59‚32‚762

Interest (Net) 46‚22‚75‚870 37‚96‚96‚315

Loss/(Profit) on Sale of Fixed Assets (17,86,472) (14,81,16,432)

Rent Income (24,000) 69‚71‚32‚876 (12,000) 48‚75‚00‚645

Operating Profit before working capital changes 97‚63‚11‚209 76‚23‚69‚789

Adjustment for :

Trade & Other Receivables (8,32,15,686) (12,51,69,406)

Inventories (6,09,28,385) (32,53,61,820)

Trade Payables 11‚58‚74‚997 (2,82,69,074) 1‚50‚34‚549 (43,54,96,677)

Cash Generated from Operations 94‚80‚42‚135 32‚68‚73‚112

Income Tax Paid (3,69,86,479) (7,51,11,207)

Interest Paid (23,86,21,966) (27,56,08,445) (18,99,68,137) (26,50,79,344)

NET CASH FROM OPERATING ACTIVITIES 67‚24‚33‚690 6‚17‚93‚769

B. CASH FLOW FROM INVESTING ACTIVITIES

Sale/(Purchase) of Investments (16,07,50,000) 7‚09‚11‚514

Interest Received 21‚39‚067 9‚95‚206

Purchases of Fixed Assets (78,15,14,217) (23,28,89,872)

Capital Work in Progress 20‚21‚44‚467 (10,23,30,079)

Sale/Adjustments of Fixed Assets 58‚93‚887 22‚72‚05‚620

Rent Received 24,000 12,000

NET CASH USED IN INVESTING ACTIVITIES (73,20,62,796) (3,60,95,611)

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase/(Decrease) Long Term Borrowings (11,34,37,325) 9‚47‚53‚614

Increase/(Decrease) Short Term Borrowings 48‚99‚06‚882 11‚70‚94‚873

Interest on borrowings (22,57,92,971) (19,07,23,384)

Dividend Paid (4,56,30,244) (4,56,30,244)

NET CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES 10‚50‚46‚342 (2,45,05,141)

Net Increase/(decrease) in cash & cash equivalents 4‚54‚17‚235 11‚93‚017

Opening Cash & Cash equivalents 4‚92‚11‚799 4‚80‚18‚782

Closing Cash & Cash equivalents 9‚46‚29‚034 4‚92‚11‚799

AUDITORS’ REPORT

We have examined the above Cash Flow Statement of Surya Roshni Limited for the year ended 31st March, 2009. The Statement has been preparedby the Company in accordance with the requirements of listing agreement Clause 32 with Stock Exchanges and is based on and in agreement withthe books and records of the Company and also the Profit and Loss Account and Balance Sheet of the Company covered by our report of even dateto the members of the Company.


Place : New Delhi CA. ANANDA SASTRY K.Dated : 18th June, 2009 Partner, F.C.A

Membership No. 9980

Cash Flow Statement

J. P. AgarwalChairman and

S. N. Bansal Managing Director

Director (Finance &Corp. Mgmt.) cum CFO

Arvind BansalPlace : New Delhi B. B. Singal Director (OperationsDated : 18th June, 2009 Company Secretary & Corp. Mgmt.)

Directors

B. B. Chadha

G. S. Gupta

K. K. Narula

M. G. Bakre

Urmil Agarwal


39

INTEREST IN SUBSIDIARY COMPANIESSTATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

1. Name of Subsidiary Company Surya Global Steel Tubes Limited

2. Financial Year ending of the Subsidiary 31st March, 2009

3. Shares of the Subsidiary held bySurya Roshni Ltd. on the above date:

(a) Number of Shares & face value 1,60,55,000 Equity Shares of Rs. 10/- each

(b) Extent of Holding 74.33%

4. Net aggregate amount of Profit/(Loss)of the subsidiary so far as theyconcern members of Surya Roshni Ltd.:

(a) Dealt with in the accounts of Surya NILRoshni Ltd. for the year ended31st March, 2009

(b) Not Dealt with in the accounts of NILSurya Roshni Ltd. for the yearended 31st March, 2009

5. Net aggregate amount of Profit/(Loss) for theprevious financial years of the Subsidiarysince it became Subsidiary so far as theyconcern members of Surya Roshni Ltd.:

(a) Dealt with in the accounts of Surya Not ApplicableRoshni Ltd. for the year ended31st March, 2009

(b) Not Dealt with in the accounts of Not ApplicableSurya Roshni Ltd. for the yearended 31st March, 2009

6. Change of interest of Surya Roshni Not ApplicableLtd. in the Subsidiary between the endof the financial year of the Subsidiaryand that of Surya Roshni Ltd.:

7. Material changes between the end of Not Applicablethe financial year of the Subsidiary andthe end of the financial year of SuryaRoshni Ltd. in respect of Subsidiary'sfixed assets, investments, lending andborrowing for the purpose other thanmeeting than current liabilities

8. Remarks NIL

J. P. AgarwalChairman and

S. N. Bansal Managing DirectorDirector (Finance &

Corp. Mgmt.) cum CFO

Arvind BansalPlace : New Delhi B. B. Singal Director (Operations


Directors

B. B. Chadha

G. S. Gupta

K. K. Narula

M. G. Bakre

Urmil Agarwal

Interest in Subsidiary Company

SURYA GLOBAL STEEL TUBES LIMITED

40

DIRECTORS' REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the First Annual Report on the performance ofyour Company, together with audited accounts for the year ended 31st March, 2009.

1. PERFORMANCE OF THE COMPANY

The Company has been incorporated on 9th May 2008 and received Commencementof Business Certificate dated 11th July 2008 and the First Financial Year of the Companyis from 9th May 2008 to 31st March 2009.

During the year ended 31st March, 2009 Company has decided to set up of unit tomanufacture 2 lacs M.T. per annum spiral welded steel pipes at project cost of Rs.225 crores and pursuant to that the Company has acquired Fixed Assets to the tune ofRs. 12,98,12,211/- and miscellaneous Expenditure is Rs. 66,63,642/-.

2. SHARE CAPITAL & DIVIDEND

During the year the Company has issued 2,16,00,000 equity shares of Rs. 10/- each,out of which 1,60,55,000 equity shares are held by Surya Roshni Ltd., HoldingCompany of the company, and extent of holding as on 31st March, 2009 is 74.33%.

Since no production has been started, no dividend is recommended for the year2008-09.

3. PROGRESS OF THE SPIRAL PIPE PROJECT

During the year the Company has purchased land admeasuring 63 acre in the area ofAnjar, Bhuj for setting up a unit to manufacture 2 lacs M.T. of Spiral welded steelpipes at project cost of Rs. 225 Crores and Order for purchase of plant and machinerieshas already been placed. It is expected to start commercial production by 01.12.2009.

Financial closure of the project has been made with Pubjab National Bank and StateBank of India by sanctioning term loan(s) of Rs. 90 Crore and Rs. 45 Crore respectively.

4. FUTURE PROSPECTS

It seems to be a tremendous scope for export of Spiral Pipe to USA and other EuropeanCountries apart from the domestic market and Company has taken steps for speedycompletion of the spiral pipe project at Anjar, Bhuj to explore the said markets.

5. FIXED DEPOSITS

The Company has not accepted or invited deposits u/s 58A of the Companies Act,1956 during the year under review.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO.

Details in accodance with provision of Section 217(1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988, are as follow:

A. CONSERVATION OF ENERGY

The Setting up of Plant is in progress so no details can be provided under thishead.

B. TECHNOLOGY ABSORPTION

Order for new machines with latest technology has been placed. Sincemanufacturing process yet to be started, absorption details for technologyabsorption can't be provided.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports, initiatives taken to increase export,development of new markets for products and services and export plans:

Since production has not started so details for activities relating to exportcan't be provided however planning work, for exploring foreign marketfor the product to be manufatured, is in progress.

b) Total foreign exchange used and earned (In Rupees)

Used: 7,51,83,875/- Earned: NIL

7. PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

There were no employees drawing remuneration more than the limit prescribedunder Section 217(2A) of the Companies Act, 1956, and the Companies (Particularsof Employees) Rules, 1975, as amended.

8. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors confirms that

A. In the preparation of the Annual Accounts, the applicable accounting standardshave been followed along with proper explanation relating to material departures;

B. the Directors had selected such Accounting Policies and applied themconsistently and made judgements and estimates that are reasonable and prudentso as to give a true and fair view of state of affairs of the Company as at the endof the financial year and pre-operative expenses for the period;

C. the Directors had taken Proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the CompaniesAct, 1956, for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

D. the Directors had prepared the Annual Accounts on a going concern basis.

9. DIRECTORS

Your Directors inducted Shri K. K. Narula, Shri Arvind Bansal, Shri Vineet Garg, ShriNeeraj Kumar Mayson, Shri Ravinder Kumar Narang and Shri Raju Bista as additionaldirectors of the Company. Their appointment requires the approval of the membersat the ensuing Annual General Meeting.

Shri Prateek Singhal has resigned from the Board with effective from 30th August,2008. Your directors placed on record the high sense of appreciation for the wisecounsel and valuable services rendered by him during his tenure on the Board.

The Board has appointed Shri Jai Prakash Agarwal as Managing Director of theCompany, without any remuneration, w.e.f. 30th March 2009 for a term of five yearsand approval from the shareholders is sought for the same in ensuing Annual GeneralMeeting of the Company.

As per Article 103 and 104 of the Articles of the Company, Shri J. P. Agarwal andShri S. N. Bansal, retire by rotation and, being eligible, offer themselves forreappointment.

10. AUDITORS

The Auditors, M/s Ashok Kumar Goyal & co., Chartered Accountants, retire at theforthcoming Annual General Meeting and, being eligible, offer themselves forreappointment. The observations of the Auditors have been suitably dealt with in thenotes on accounts.

11. ACKNOWLEDGEMENT

Your Directors wish to place on record, their appreciation for the continued supportfrom Bankers, Financial Institutions, Government Authorities, Business Constituentsand Investing Public.

Your Directors also wish to place on record once again, their appreciation for thecontribution made by the workers, staff and executives at all levels, to the continuedgrowth and prosperity of the Company. The overall industrial relations remained cordial.

for and on behalf of the BoardSURYA GLOBAL STEEL TUBES LIMITED

J. P. AGARWALPlace : New Delhi CHAIRMAN ANDDated : 9th June, 2009 MANAGING DIRECTOR

Directors' Report & Auditors' Report

AUDITORS' REPORT

TO

THE MEMBERS OF SURYA GLOBAL STEEL TUBES LIMITED

1. We have audited the attached Balance Sheet of SURYA GLOBAL STEEL TUBESLIMITED as at 31st March, 2009 and also the Cash Flow Statement for the yearended on that date annexed thereto. These financial statements are the responsibilityof the Company's Management. Our responsibility is to express an opinion on thesefinancial statements based on our Audit.

2. We conducted our audit in accordance with Auditing Standards generally acceptedin India. Those standards require that we plan & perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatements.An audit includes examining, on a test basis, evidence supporting the amounts &disclosures in the financial statements. An audit also includes assessing the accountingprinciples used & significant estimates made by Management, as well as evaluatingthe overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 (as amended) issuedby the Central Government of India in terms of Sub-Section (4A) of Section 227 ofthe Companies Act, 1956, we enclose in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph3 above, we report that:

(i) We have obtained all the information and explanations, which to the best ofour knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account, as required by law have been keptby the Company so far as appears from our examination of those books;

(iii) The Balance Sheet and Cash Flow Statement dealt with by this report are inagreement with the books of account;

(iv) In our opinion, the Balance Sheet and Cash Flow Statement dealt with by this

report comply with the accounting standards referred in sub-section (3C) ofSection 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors as on 31stMarch, 2009, and taken on record by the Board of Directors, we report thatnone of the directors is disqualified as on 31st March, 2009 from beingappointed as a director in terms of clause (g) of sub-section (1) of Section 274of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to theexplanations given to us, the said accounts give the information required bythe Companies Act, 1956, in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the State of affairs of the Companyas at 31st March, 2009;

b. in the case of Cash Flow Statement, of the Cash Flows for the yearended on that date.

For ASHOK KUMAR GOYAL & CO.CHARTERED ACCOUNTANTS

(Ashok Kumar Goyal)Place : New Delhi PartnerDated : 09.06.2009 Membership No. 17644

Annexure referred to in paragraph 3 of our report of even dateRe: Surya Global Steel Tubes Limited

(i) (a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

(b) As informed and represented to us, there is a policy in the Company tophysically verified fixed assets once in every three year. During the yearunder review, no material discrepancies were noticed.

(c) There was no disposal of fixed assets during the year.


41Balance Sheet & Schedules

(b) According to the information and explanations given to us, no undisputedamounts payable in respect of provident fund, investor education andprotection fund, employees' state insurance, income-tax, wealth-tax, service-tax, sales-tax, customs duty, excise duty, cess and other undisputed statutorydues were outstanding, at the year end, for a period of more than six monthsform the date they become payable.

(c) According to the information and explanation given to us, there are no duesof income tax, sales-tax, wealth tax, service tax, customs duty, excise dutyand cess which have not been deposited on account of any dispute.

(x) The Company has registered for a period less than 5 year. Accordingly, theprovisions of paragraph 4 (x) of the said order are not applicable.

(xi) The Company has not taken any loans from financial institutions or banks.Therefore, the provisions of clause 4 (xi) of the order, not applicable to the company.

(xii) According to the information and explanations given to us and based on thedocuments and records produced to us, the Company has not granted loans andadvances on the basis of security by way of pledge of shares, debentures andother securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor'sReport) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities,debentures and other investments. Accordingly, the provisions of clause 4(xiv) ofthe Companies (Auditor's Report) Order, 2003 (as amended) are not applicable tothe Company.

(xv) According to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, Companyhas not raised any term loans during the year.

(xvii) According to the information and explanations given to us the Company has notraised any loans during the year. Accordingly, the provisions of clause 4 (xvi) ofthe order is not applicable to the Company.

(xviii) The company has not made any preferential allotment of shares to parties orcompanies covered in the register maintained under Section 301 of the CompaniesAct, 1956.

(xix) The company has not issued any debentures during the year.

(xx) The company has not raised any money through a public issue during the year.

(xxi) During the course of our examination of the Books of Accounts carried out inaccordance with Generally Accepted Auditing Practices in India & according tothe information & explanation given to us, we have neither come across anyincidence of fraud on or by the company, notice or reported during the period,nor have we been informed of any such case by the management.

For ASHOK KUMAR GOYAL & CO.CHARTERED ACCOUNTANTS

(Ashok Kumar Goyal)Place : New Delhi PartnerDated : 09.06.2009 Membership No. 17644

(ii) Based on information and explanations given to us the manufacturing process isyet to be started hence the company is not having any inventories, Accordinglythe provisions of paragraph no. 4(ii)(a) to 4(ii)(c) of the said order relating to physicalverification, frequency of verification, procedures of physical verification andmaintenance of inventory records are not applicable to the Company. Further theinventories of construction material etc. are showing as consumable item underthe head capital work in progress.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecuredto Companies, firms or other parties covered in the register maintained underSection 301 of the Companies Act, 1956. Therefore, the provisions of clause4(iii) (b), (c) and (d) of the Companies (Auditors Report) Order, 2003 (asamended) are not applicable to the Company.

(e) The Company has not taken any loans, secured or unsecured from companies,firm and other parties listed in the register maintained under Section 301 ofthe Companies Act, 1956. Hence clause (iii) (f) and (g) are not applicable tothe Company.

(iv) In our opinion and according to the information and explanations given to us,since it is the first financial year of the Company, hence consequently theCompany's activities do not involve sale of goods etc. therefore, provisions ofClause (iv) of the Companies (Auditor's Report) Order, 2003 ( as amended ) arenot applicable to the Company to that extent. During the course of our audit, nomajor weakness has been noticed.

(v) In respect of the transactions covered under Section 301 of the Companies Act,1956 :

(a) In our opinion and according to the information and explanations given tous, there are no transactions made in pursuance of contracts or arrangements,that needed to be entered into in the register maintained under Section 301of the Companies Act, 1956.

(b) Since there is no transaction, the Clause relating to making entry in the registermaintained under Section 301 of the Companies Act, 1956 does not apply.

(vi) In our opinion & according to the Information & Explanation given to us, theCompany has not accepted any deposit form public within the meaning of section58A & 58AA of the Companies Act, 1956 & rules framed there under.

(vii) Being the first year of the Company provisions of clause 4 (vii) of the Companies(Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(viii) To the best of our knowledge and as explained, although the Central Governmenthas prescribed maintenance of cost records under clause(d) of sub-section (1) ofsection 209 of the Companies Act, 1956 for the products of the Company, butsince it is the first financial year of the Company and manufacturing process hasnot started till now the said clause is not applicable to the Company.

(ix) In respect of statutory dues:-

(a) According to information & explanation given to us & records of companyexamined by us, during the period there were no disputed Statutory duesincluding provident fund, investor education and protection fund, oremployees' state insurance, income-tax, sales-tax, wealth-tax, service-tax,customs duty, excise duty, cess and any other statutory dues. Hence, thequestion whether the Company was regular in depositing disputed statutorydues does not arise.

Schedule Forming Part of the Balance Sheet

As at

31st March, 2009

Amount (in Rs.)

SCHEDULE A

SHARE CAPITAL

Authorised :

10,00,00,000 Equity Shares of Rs.10/- each 1000000000

Issued, Subscribed and Paid up

2,16,00,000 Equity Shares of Rs. 10/- each fully paid up 216000000

TOTAL 216000000

BALANCE SHEET AS AT MARCH 31ST 2009Particulars Schedule As at

No. 31 st March, 2009Amount (in Rs.)

SOURCES OF FUNDSSHAREHOLDER’S FUNDShare Capital "A" 216000000

TOTAL 216000000APPLICATIONS OF FUNDS

FIXED ASSETS : "B"Gross Block 8019890Less : Depreciation 74375Net Block 7945515Add: Capital Work-in-Progress 121866696 129812211

CURRENT ASSETS, LOANS & ADVANCES "C"Cash & Bank Balances 73392973Loans & Advances 7474389

80867362LESS : CURRENT LIABILITIES& PROVISIONS "D"Current Liabilities 1268081Provisions 75134

1343215NET CURRENT ASSETS 79524147MISCELLANEOUS EXPENDITURE 6663642

TOTAL 216000000Significant Accounting Policies and Notes "E"

As per our report of even date annexed

For Ashok Kumar Goyal & Co.Chartered Accountants

(Ashok Kumar Goyal) J. P. Agarwal Vineet K. GargPartner Managing Director DirectorMembership No. 17644

Place : New DelhiDated : 09.062009


42Schedules

SCHEDULE B

FIXED ASSETS (Amt. in Rs.)

PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

ADDITION SALE TOTAL AS ON DURING SALE TOTAL UPTO AS ON31.03.2009 THE YEAR ADJ. 31.03.2009 31.03.2009

Land 7099920 – 7099920 – – – 7099920Building (Temporary Structure) 147500 147500 50918 – 50918 96582Vehicles 200000 – 200000 7340 – 7340 192660Furniture and Fixtures 101521 – 101521 1858 – 1858 99663Weigh Bridge 22219 – 22219 – – – 22219DG Set 26003 – 26003 311 – 311 25692Office equipment 23760 – 23760 440 – 440 23320AC 98887 – 98887 2342 – 2342 96545Telephone Instruments 45240 – 45240 909 – 909 44331Computers & Printers 254840 – 254840 10257 – 10257 244583

Total 8019890 – 8019890 74375 – 74375 7945515

Capital work in progress

Building (Compound Wall) 5819882Plnat & Machinery 6555921Land Development Charges 290983Electric Fiitting Office 271998Electric Fitting Plant 329151Line Development Charges 1832571Capital Advances for Plant & Machinery 94797128Pre Opertive Expenses Pending 11969062Absorption to Fixed assets(Refer Note No. 3 of Schedule - 'E')

Total CWIP 121866696

TOTAL 8019890 – 8019890 74375 – 74375 129812211

As at

31st March, 2009

Amount (in Rs.)

SCHEDULE C

CURRENT ASSETS, LOANS & ADVANCES

Current Assets

Cash and bank Balances

Cash in Hand 139305

Balance with Scheduled Banks :

– In current accounts 3238668

– In Fixed Deposts Accounts 70015000

(Pledged with company's banker against letter of credit issued by them,

Rs. 7 Crores and with Sales Tax Department, Rs. 15000)

Loan & Advances (Unsecured, Considered good) 73392973

Advances Recoverable in cash or in kind or for value to be received

Security Deposits 3617539

Other Advances 3856850

7474389

80867362

SCHEDULE D

CURRENT LIABILITIES AND PROVISIONS

Current Liabilities

Sundry Deposits 597300

Other Liabilities 670781

1268081

Provisions

Gratuity 38183

Leave Encashment 36951

75134

1343215

SCHEDULE E

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basic of preparation of financial statements:

The financial statements have been prepared under the historical cost

convention on accrual basis. The mandatory applicable Accounting standards

in India and the provisions of the Companies Act, 1956 have been followed

in preparation of these financial statements.

2. Fixed Assets

Fixed Assets are stated at cost of acquisition and installation less accumulated

depreciation. Cost is inclusive of freight, duties, levies and any directly

attributable cost of bringing the assets to their working condition for intended

use.

3. Depreciation and amortization

Depreciation has been provided in the accounts for the year at the rate

prescribed in the schedule XIV to the Companies Act, 1956 on the straight

line method in respect of assets on pro rata basis for assets acquired during

the year.

4. Provisions:

Provisions are recognized when the company has present obligation as a result

of past events, it is more likely that an out flow of resources will required to

settle the obligations, and amount can be reliably estimated.

5. Revenue Recognition:

Interest

Revenue is recognized on a time proportion basis taking into account the

amount outstanding and the rate applicable.

6. Intangible Assets

There are no intangible assets.

7. Expenditure during pre operative period

Expenditure incurred on projects or other charges during prior to commercial

production are included under pre operative expenditure and shall be allocated

to the cost of fixed assets on the commencement of commercial operations.

8. Taxation

(a) Current Tax

Provision for current income made on the taxable income using the

applicable tax rates and tax laws.

(b) Deferred Tax

Deferred Tax arising on account of timing differences and which are

capable of reversal in one or more subsequent periods is recognized

using the tax rates and tax laws that have been enacted or substantively

enacted. Deferred Tax assets are not recognized unless there is virtual

certainty with respect to the reversal of the same in the future years.

B. NOTES TO ACCOUNTS:

1. The Company has been incorporated on 9th May 2008 and received Commencement

of Business Certificate dated 11th July 2008 and the First Financial Year of the

Company is from 9th May 2008 to 31st March 2009.

During the year the Company has issued 2,16,00,000 equity share of Rs. 10/- each,

out of which 1,60,55,000 equity shares are held by Surya Roshni Ltd., Holding

company of the Company, and extent of holding as on 31st March, 2009 is 74.33%.

2. Estimated amount of contract remaining to be executed on Capital account and not

provided for (net of advance) is Rs. 47,91,99,842/-.


43

PRE-OPERATIVE EXPENSES OF SPIRAL PIPE PROJECT

3. Capital work in progress includes building under construction, Equipment &

Machinery under installation, advance for errection work and following pre-operative

expenses pending allocation (net):-

PARTICULARS CURRENT YEAR

AMOUNT (IN RS.)

ADMINISTRATIVE EXPENSES

Rent Rates and taxes 239318

Fringe Benefit Tax 44857

Rent - DG Set 29061

General Expenses 298466

Watch & Ward Expense 66582

Director Sitting Fees 91700

Electricity Expenses 118311

Insurance Expenses 1452

Fees & Subscription 165373

Auditors Remuneration-Audit Fees 23163

Postage & Courier Expenses 5174

Printing & Stationery 53148

Professional Fees 72843

Project Fees 2000000

Staff Recruitment & Development 272904

Telephone Expenses 90341

Traveling and convenyance Expenses 1033513

Vehicles Running & Maintenance 6329

4612535

EMPLOYEES REMUNERATION & BENEFITS

Salary 2298265

Contribution to provident and Other Funds 188152

Expenses Relating to Gratuity and Leave Encashment 75134

Staff Welfare 88769

2650320

FINANCIAL EXPENSES

Bank Charges and Commission 1535351

LC Charges 1163953

Term Loan Processing Charges 2250000

4949304

Depreciation 74375

Total 12286534

Less : Income Received 317472

Total Preoperative Expense Pending Absorption to Fixed Assets 11969062

4. Information relating under paragraph 3 & 4 of schedule VI of the Companies Act,

1956 is not given as the same is not applicable as the Company is yet to start the

commercial production.

5. No Profit & Loss Account has been prepared as the Company's projects are under

construction and its operations have not yet commenced.

6. Related Party Disclosure

(a) As per Accountig Standard-18 on "Related Party Disclosure" issued by the

Institute of Chartered Accountants of India, related parties of the group are

disclosed below.

The Following are the related parties of the company:-

Holding Company Surya Roshni Limited

Key Management Personnel Sh. Jai Prakash Agarwal, Managing Director

(b) Summary of the transactions with the related parties is given below:

Nature of Relationship/ Holding Company Key Management

Transactions Personnel

31st March, 2009 31st March, 2009

Issue of Share Capital 160550000 –

Purchase of Car 200000 –

Reimbursement of expenses Relating to – 175200

Incorporation of Company

Balance Outstanding as on March 31st, 2009 Nil Nil


Acturial valuation of Gratuity and Leave Encashment as per Accounting Standard-

15 are as follow:

For the Year Ended

31st March, 2009

Gratuity Leave Encashment

Present value of obligation 38183 36951

Fair value of plan assets – –

Net Assets/(Liability) Recognized in the

Balance Sheet as provision (38183) (36951)

Actuarial valuations of Gratuity & Leave Encashment have been done with the

following assumptions:Gratuity Leave Encashment

(Un funded) (Un funded)2009 (in %) 2009 (in %)

Discount Rate 7.00 7.00

Future Salary Increase 4.50 4.50

8. Taxation

(a) Current Tax

Provision for current income tax is not made as the project is under installationand there is no taxable income.

(b) Deferred Tax

Company has followed prudence concept for the recognition of deferredtax, hence no deferred tax asset is created.

9. As per Micro, small and Medium Enterprises Development Act, 2006 the companyis required to identify the micro and small suppliers and pay interest to them onover due beyond the specified period irrespective of the terms agreed with suchparties. At the year-end there are no credits in the accounts of supplier. Hencedisclosures required under Schedule VI vide notification No. GSR 719(E) dated16.11.2007, relating to amount unpaid as together with interest paid/payable is notrequired.

10. Auditors Remuneration:-

Payment to Statutory Auditors

Year ended 31st March, 2009

Audit Fees 23163

Total 23163

11. Car costing Rs. 2,00,000 is pending for registration in the name of the company.

12. Earning per share has not been calculated as the expenditure incurred prior tocommercial production period are included under preoperative expenditure pendingabsorption to fixed assets.

13. This being the first year of the company, previous year figures are not applicable.

14. Schedule A to E form an Integral part of the Accounts and have duly beenauthenticated.

As per our report of even date annexed

For Ashok Kumar Goyal & Co.Chartered Accountants

(Ashok Kumar Goyal)PartnerM. No. 17644Place : New DelhiDate : 09.06.2009

Schedules & Cash Flow

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009

As at March 31, 2009

(Rs.) (Rs.)


Net Profit Before Tax NIL

Operating Profit before working capital NIL

Adjustment for Working Capital Changes:-

Increase in Current Liabilities 1343215

Increase in Receivable (7474389)

Net Cash From Operating Activities (6131174)


Purchase of Fixed Assets 8019890

Capital Work in Progress (121792321)

Misc. Expenditure (6663642)

Net Cash From Investing Activities (136475853)


Proceeds From Issue of Share Capital 216000000

Net Cash From Financing Activities 216000000

Net Increase in cash & cash equivalents 73392973

Cash & Cash equivalents (Opening Balance) NIL

Cash & Cash equivalents (Closing Balance) 73392973

For Ashok Kumar Goyal & CO.


(Ashok Kumar Goyal) J. P. Agarwal Vineet K. Garg

Partner Managing Director Director

Membership No. 17644

Place : New Delhi

Dated : 09.06.2009


44

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILS

Registration No. State Code

Balance Sheet Date

Date Month Year

II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSANDS)

Public Issue Rights Issue Bonus Issue Preferential/Private Placement

III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RS. THOUSANDS)

Total Liabilities Total Assets

SOURCES OF FUNDS

Paid-Up Capital Reserves & Surplus

Secured Loans Unsecured Loans


Net Fixed Assets Investments Net Current Assets Misc. Expenditure Accumulated Losses

IV. PERFORMANCE OF THE COMPANY

Income Expenditure

Profit/(Loss)Before Tax Profit/(Loss)After Tax

Earning Per Share (in Rs.) (Annualised) Dividend Rate %

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (AS PER MONETARY TERMS)




N I L

N I L N I L N I L

5 5

0 33 1 2 0 0 9

Signature to Schedule : 'A to E'

For Ashok Kumar Goyal & CO.


(Ashok Kumar Goyal) J. P. Agarwal Vineet K. Garg

Partner Managing Director DirectorMembership No. 17644

Place : New DelhiDated : 09.06.2009

2 1 6 0 0 0

7 9 5 2 4

1 7 7 8 7 0

N I L N I L

N I L

2 1 6 0 0 0

2 1 6 0 0 0

2 1 6 0 0 0

1 2 9 8 1 2 N I L 6 6 6 4

N I L N I L

N I L N I L

N I L N I L

N. A.

N. A.

N. A.

Balance Sheet Abstract


45

The Board of Directors

Surya Roshni Limited

New Delhi

We have examined the attached Consolidated Balance Sheet of Surya RoshniLimited and its subsidiary as at March 31, 2009, the Consolidated Profit and LossAccount and the Cash Flow Statement for the year then ended.

These financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on the financial statements based onour audit. We have conducted our audit in accordance with generally acceptedauditing standards in India. These Standards require that we plan and perform theaudit to obtain reasonable assurance whether the financial statements are prepared,in all material respects, in accordance with an identified financial reportingframework and are free of material misstatements. An audit includes, examiningon a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financialstatements. We believe that our audit provides a reasonable basis for our opinion.

We did not audit the financial statements of subsidiary, whose financial statementsreflect fixed assets of Rs.1298.12 lakhs and net current assets of Rs. 795.24 lakhsas at March 31, 2009 and miscellanous expenditure of Rs.66.64 lakhs for the yearsthen ended. These financial statements have been audited by other auditors, whosereports have been furnished to us, and our opinion, insofar as it relates to theamounts included in respect of the subsidiary, is based solely on the report of theother auditors.

AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

We report that the consolidated financial statements have been prepared by theCompany in accordance with the requirements of Accounting Standard (AS) 21,Consolidated Financial Statements, issued by the Institute of Chartered Accountantsof India and on the basis of the separate audited financial statements of SuryaRoshni Limited and its subsidiary included in the consolidated financial statements.

On the basis of the information and explanations given to us and on theconsideration of the separate audit reports on individual audited financial statementsof Surya Roshni Limited and its subsidiary, we are of the opinion that :

a) the Consolidated Balance Sheet gives a true and fair view of the consolidatedstate of affairs of Surya Roshni Limited and its subsidiary as at March 31,2009;

b) the Consolidated Profit and Loss Account gives a true and fair view of theconsolidated results of operations of Surya Roshni Limited and its subsidiaryfor the year then ended ; and

c) the consolidated Cash Flow Statement gives a true and fair view of theconsolidated Cash Flow of the Company and its subsidiary for the year thenended.

for SASTRY K. ANANDAM & CO.

CHARTERED ACCOUNTANTS

Place : New Delhi (K. ANANDA SASTRY)

Dated : 18th June, 2009 PARTNER F.C.A.

Membership No. 9980



Chairman andCA. ANANDA SASTRY K. S. N. Bansal Managing DirectorPartner Director (Finance &Membership No. 9980 Corp. Mgmt.) cum CFO

Arvind BansalPlace : New Delhi B. B. Singal Director (OperationsDated : 18th June, 2009 Company Secretary & Corp. Mgmt.)

CONSOLIDATED BALANCE SHEET

Particulars Schedule As at

No. 31st March, 2009

(Rs.)

SOURCES OF FUNDSSHAREHOLDER'S FUNDShare Capital 1 28‚43‚32‚500Reserve & Surplus 2 1‚72‚44‚45‚857LOAN FUNDSSecured Loans 3 3‚83‚05‚29‚138Unsecured Loans 4 57‚33‚93‚022DEFERRED TAX LIABILITIES (NET) 50‚64‚66‚250MINORITY INTEREST 5,37,39,357

TOTAL 6‚97‚29‚06‚124


FIXED ASSETS : 5

Gross Block 6‚83‚48‚32‚264Less : Depreciation 3‚44‚01‚76‚044

Net Block 3‚39‚46‚56‚220Capital Work in Progress 22‚59‚08‚336INVESTMENTS 6 2‚00‚000CURRENT ASSETS, LOANS & ADVANCESInventories 7 1‚96‚67‚53‚035Sundry Debtors 8 1‚44‚76‚19‚707Cash & Bank Balances 9 16‚80‚22‚007Loans & Advances 10 26‚80‚41‚443

3‚85‚04‚36‚192

LESS : CURRENT LIABILITIES & PROVISIONSCurrent Liabilities 11 38‚20‚88‚913Provisions 12 12‚11‚58‚710

50‚32‚47‚623

NET CURRENT ASSETS 3‚34‚71‚88‚569Miscellaneous Expenditure 49,52,999(to the extent not written off or adjusted)TOTAL 6‚97‚29‚06‚124


The Schedules referred to above and notes on accounts thereon form an integral part of Balance Sheet.

Directors

B. B. Chadha

G. S. Gupta

K. K. Narula

M. G. Bakre

Urmil Agarwal

Auditors' Report


46

CONSOLIDATED PROFIT & LOSS ACCOUNT

Particulars Schedule Year endedNo. 31st March, 2009

(Rs.)

INCOME

Sales 13 16‚90‚59‚06‚964

Less : Internal consumption 82‚02‚88‚846

16‚08‚56‚18‚118

Less : Excise duty recovered on sales 1‚19‚48‚20‚340

14‚89‚07‚97‚778

Other Income 14 58‚08‚335

Accretion/(Decretion) to Stock 15 12‚30‚64‚064

TOTAL 15‚01‚96‚70‚177

EXPENDITURE

Raw Material Consumed 12‚08‚06‚05‚216

Less : Internal Consumption 78‚79‚29‚709

11‚29‚26‚75‚507

Purchase for Resale 30‚48‚42‚705

Packing Material Consumed 22‚20‚98‚451

Manufacturing Expenses 16 60‚75‚62‚698

Employees Remuneration & Benefits 17 65‚16‚70‚684

Selling Expenses 18 74‚66‚23‚964

Interest 19 46‚44‚14‚937

Other Expenses 20 21‚39‚35‚420

Depreciation 23‚71‚68‚704

Less: Transferred from Capital Reserve on Revaluation of Fixed Assets 5‚01‚226

23‚66‚67‚478

TOTAL 14‚74‚04‚91‚844

PROFIT/(LOSS) BEFORE TAX FOR THE YEAR 27‚91‚78‚333

Provision for Tax

– Current Tax 3‚28‚86‚406

– Deferred 2‚99‚32‚077

– Fringe Benefit 41‚00‚073

– Minimum Alternate Tax Credit Adjustment (31,37,873)

PROFIT/(LOSS) AFTER TAX 21‚53‚97‚650

Surplus brought forward from previous year 1‚05‚37‚06‚738

AVAILABLE FOR APPROPRIATIONS

Proposed Equity Dividend 3‚12‚01‚500

Tax on Dividend 53‚02‚695

Transfer to General Reserve 1‚50‚00‚000

Balance carried to Balance Sheet 1‚21‚76‚00‚193

Earning per Equity Share - Basic & Diluted 8.28


The Schedules referred to above and notes on accounts thereon form an integral part of Profit & Loss Account.


For SASTRY K. ANANDAM & CO.

Chartered Accountants J. P. Agarwal

Chairman and

CA. ANANDA SASTRY K. S. N. Bansal Managing DirectorPartner Director (Finance &Membership No. 9980 Corp. Mgmt.) cum CFO

Arvind Bansal

Place : New Delhi B. B. Singal Director (OperationsDated : 18th June, 2009 Company Secretary & Corp. Mgmt.)

Directors

B. B. Chadha

G. S. Gupta

K. K. Narula

M. G. Bakre

Urmil Agarwal

Profit & Loss Account


47

Schedules to the Consolidated Balance Sheet

SCHEDULE 1 As at

31st March, 2009

(Rs.)

SHARE CAPITAL

Authorised :

4,98,00,000 Equity Shares of Rs.10/- each 49‚80‚00‚000

6,20,000 Preference Shares of Rs.100/- each 6‚20‚00‚000

56‚00‚00‚000

Issued, Subscribed and Paid up :

2,60,01,250 (Previous Year - 2,60,01,250) Equity Shares of Rs. 10/- each fully paid-up 26‚00‚12‚500

(Of the above shares 3,00,000 Equity shares of Rs.10/- each allotted as fully paid up Bonus shares by capitalisation of General Reserve

during 1980-81, 86,47,500 Equity shares of Rs.10/- each during 1994-95 and 22,38,750 Equity shares of Rs. 10/- each during 1995-96

by capitalisation of securities premium account.)

Forfeiture Reserve

Forfeiture of 38,00,000 Optionally Convertible Equity Warrants of Rs. 64/- each Rs. 6.40 paid up 2‚43‚20‚000

Total 28‚43‚32‚500

SCHEDULE 2 As at

31.03.2009

(Rs.)

RESERVES AND SURPLUS

Capital Reserve

– Capital subsidy 50‚00‚000

– on revaluation of Fixed Assets 1‚02‚18‚460

Capital Redemption Reserve 3‚00‚00‚000

Securities Premium 26‚15‚29‚175

General Reserve 20‚00‚98‚030

50‚68‚45‚665

Profit & Loss Account 1‚21‚76‚00‚193

Total 1‚72‚44‚45‚857

SCHEDULE 3 As at

31st March, 2009

(Rs.)

SECURED LOANS

Term Loans

From Financial Institutions 58‚15‚05‚891

From Banks 1‚05‚43‚84‚479

Working Capital Loans from Banks 2‚19‚46‚38‚768

3‚83‚05‚29‚138

NOTES :

1) Term Loans from Banks and financial Institutions secured by deposit of title deeds relating to immovable assets of the company and further secured by hypothecation

of all company's movable assets.

2) Working Capital Loans from Banks are secured against hypothecation of present and future stock of raw material, stock in process, finished goods, spare and stores,

book debts etc., guaranteed by two directors of the company and further secured by way of second charge on the company's Fixed Assets.

SCHEDULE 4 As at

31st March, 2009

(Rs.)

UNSECURED LOANS

Fixed deposits from Public 21‚90‚68‚000

From Financial Institutions and Banks 19‚28‚65‚486

Interest Free Sales Tax Loan 3‚05‚37‚778

Deposit from Companies 10‚00‚00‚000

Trade Deposit & Others 3‚09‚21‚758

Total 57‚33‚93‚022

Schedules


48


SCHEDULE 5

FIXED ASSETS (Amt. in Rs.)

GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS As at Up To As at

31.3.2009 31.3.2009 31.3.2009

Land & Site Development 10‚84‚57‚017 – 10‚84‚57‚017

Building 70‚86‚54‚149 24‚43‚29‚780 46‚43‚24‚369

Plant & Machinery 5‚76‚82‚07‚348 3‚03‚95‚88‚905 2‚72‚86‚18‚443

Furniture & Fixtures 3‚28‚71‚652 2‚10‚68‚860 1‚18‚02‚792

Vehicles 9‚45‚20‚734 4‚60‚62‚437 4‚84‚58‚297

Office Equipments 8‚95‚84‚854 6‚57‚62‚396 2‚38‚22‚458

Airconditioners & Coolers 1‚38‚76‚952 65‚77‚382 72‚99‚570

Miscellaneous Assets 34‚56‚493 16‚79‚802 17‚76‚691

Temporary Erections 1‚52‚03‚065 1‚51‚06‚483 96,582

TOTAL 6‚83‚48‚32‚264 3‚44‚01‚76‚044 3‚39‚46‚56‚220

As at

31st March, 2009

(Rs.)

SCHEDULE 6

INVESTMENTS (AT COST)

Non Trade

Unquoted

Long Term

5,000 (Previous Year - NIL) Equity Shares of Rs. 10/- each, issued 50,000

at par, fully paid-up, in Surya Global Steel & Gen Power Limited


at par, fully paid-up, in Surya Global Cement Limited


at par, fully paid-up, in Surya Global Infrastructure Limited


at par, fully paid-up, in Surya Roadlink and Infra Limited

Total 2‚00‚000

Book Value of Quoted Investments Rs. NIL (Previous Year - NIL)

Market Value of Quoted Investments Rs. NIL (Previous Year - NIL)

SCHEDULE 7

STOCK (as certified by the Management)

Stores and spare parts, etc. (at cost on FIFO Basis) 19‚05‚23‚154

Raw Materials (at cost on FIFO basis) 46‚28‚54‚242

Scrap and salvage (at market value) 2‚19‚46‚020

Semi-finished goods (at cost or net realisable value, whichever is less) 25‚30‚51‚155

Finished goods (at cost or net realisable value, whichever is less) 97‚12‚75‚374

Real Estate Division (WIP) (at cost or net realisable value, whichever is less) 6‚71‚03‚090

Total 1‚96‚67‚53‚035

SCHEDULE 8

SUNDRY DEBTORS

(unsecured, considered good)

Debts outstanding for a period exceeding six months 54‚06‚266

Other debts 1‚44‚22‚13‚441

Total 1‚44‚76‚19‚707

SCHEDULE 9

CASH AND BANK BALANCE

Cash on hand 28‚91‚022

Cheques / Drafts / TTs in hand / in transit 6‚84‚22‚551

Balance With Scheduled Banks in :

– Current Account 72‚24‚415

– Fixed Deposits 8‚65‚84‚470

– Unpaid Dividend Accounts 28‚99‚549

Total 16‚80‚22‚007

Schedules


49


As at

31st March, 2009

(Rs.)

SCHEDULE 10

LOANS AND ADVANCES

(Unsecured, considered good)

Advances recoverable in cash or in kind orfor value to be received 21‚26‚09‚308

Security Deposits 2‚83‚23,005

Earnest Money Deposits 73‚90‚469

Claims Recoverable / Receivable 1‚97‚18‚661

Total 26‚80‚41‚443

SCHEDULE 11

CURRENT LIABILITIES

Sundry Creditors– Due to Micro and Small Enterprises 1‚69‚82‚963

– Others 14‚87‚94‚489

Other Liabilities 18‚95‚72‚309

Interest accrued but not due 2‚67‚39‚152

Total 38‚20‚88‚913

SCHEDULE 12

PROVISIONS

Proposed Equity Dividend 3‚12‚01‚500

Tax on Dividend 53‚02‚695

Provision for gratuity 6‚59‚36‚095

Provision for Leave Encashment 1‚87‚18‚420

Total 12‚11‚58‚710

Schedules to the Consolidated Profit & Loss Account

For the Year ended

31st March, 2009

(Rs.)

SCHEDULE 13

SALES

Inland (net of return) 13‚27‚92‚78‚795

Export* 3‚62‚66‚28‚169

16‚90‚59‚06‚964

Less : Internal consumptions of components 82‚02‚88‚846

Total 16‚08‚56‚18‚118

*Export Includes Export Benefits of Rs. 14,59,57,170 (Previous Year Rs. 13,02,26,630)

SCHEDULE 14

OTHER INCOME

Rent 24,000

Interest (TDS Rs. 3,65,063) 21‚39‚067

Miscellaneous Income 7‚51‚255

Profit on Sale of Fixed Assets 28‚94‚013

58‚08‚335

SCHEDULE 15

ACCRETION/(DECRETION) TO STOCK

Stock as at 1st April

Finished Goods 86‚16‚99‚709

Semi Finished Goods 20‚62‚35‚315

Scrap 5‚78‚79‚022

Real Estate Division (WIP) 6‚44‚97‚530

1‚19‚03‚11‚576

Stock as at 31st March

Finished Goods 97‚12‚75‚375

Semi Finished Goods 25‚30‚51‚155

Scrap 2‚19‚46‚020

Real Estate Division (WIP) 6‚71‚03‚090

1‚31‚33‚75‚640

Accretion/(Decretion) to Stock 12‚30‚64‚064

Schedules


50

Schedules to the Consolidated Profit & Loss Account

For the Year ended

31st March, 2009

(Rs.)

SCHEDULE 16

MANUFACTURING EXPENSES

Stores and spares consumed 13‚09‚85‚632

Power and fuel 30‚89‚89‚346

Water charges 37‚54‚523

Repairs to :Machinery 1‚11‚34‚170

Building 71‚68‚606

Others 24‚34‚426

2‚07‚37‚202

Miscellaneous manufacturing expenses 14‚80‚70‚843

Excise Duty (49,74,848)

Total 60‚75‚62‚698

SCHEDULE 17

EMPLOYEES REMUNERATION AND BENEFITS

Salaries,wages and allowances including bonus and gratuity 55‚07‚90‚065

Employers contribution to PF, ESI and administrative charges 5‚47‚73‚173

Staff Welfare Expenses 2‚86‚53‚296

Remuneration to Managerial Personnel 1‚29‚15‚484

Staff Recruitment and Training Expenses 45‚38‚666

Total 65‚16‚70‚684

SCHEDULE 18

SELLING EXPENSES

Carriage Outward 34‚83‚33‚666

Commission\Service Charges on sale 5‚87‚30‚791

Discounts 11‚02‚54‚129

Advertisement 8‚72‚89‚682

Claims for defective 8‚51‚21‚417

Others 5‚68‚94‚279

Total 74‚66‚23‚964

SCHEDULE 19

INTEREST

Term Loans and Fixed Deposits 22‚57‚92‚971

Other Interest & Financial Charges 23‚86‚21‚966

Total 46‚44‚14‚937

SCHEDULE 20

OTHER EXPENSES

Rent 2‚09‚25‚594

Insurance 57‚28‚497

Rates & Taxes 15‚29‚013

Postage, Telegraph,Telephone and Telex 1‚43‚18‚474

Printing and Stationery 91‚06‚102

Travelling & Conveyance 6‚89‚77‚592

Cost Auditors’Remuneration :– Fee 1‚55‚000

– Expenses 13,590

Miscellaneous Expenses 5‚61‚50‚618

Foreign Exchange Fluctuation 1‚03‚45‚845

Loss on sale of fixed assets 11‚07‚541

Sales Tax /Entry Tax Paid 1‚68‚34‚575

20‚51‚92‚441

Directors’ Expenses

Sitting Fees 8‚60‚000

Travelling & Conveyance 68‚96‚011

Meeting Expenses 70,395

Foreign Travelling 1‚86‚309

80‚12‚715

Statutory Auditors’ RemunerationStatutory Audit Fees 4‚45‚000Income Tax Audit Fees 1‚15‚000Auditors’ Expenses 51,364Management Fees for certificates/reports 1‚18‚900

7‚30‚264

Total 21‚39‚35‚420

Schedules


51

SCHEDULE 21

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. General

Surya Roshni Limited was incorporated in India and operates as a Holding Company for other group company.

2. Principles and Basis of preparation of Financial Statements

The consolidated financial statements have been prepared in accordance with Accounting Standards (AS 21) Consolidated Financial Statements

The consolidated financial statements comprise the financial statements of the parent company and its subsidiary.

The following group company considered for consolidation.

Name of the Subsidiary Country of Extent of Holding (%)

Company Incorporation as on March 31, 2009

Surya Global Steel Tubes Ltd. India 74.33

The consolidated financial statements are prepared on historical cost convention using accounting policies of the parent company unless otherwise stated. InterCompany balances and transactions have been eliminated in the consolidation.

3. Other Significant accounting policies :

These are set under "Significant Accounting Policies" as given in Standalone Financial Statements of Surya Roshni Limited.

4. The Consolidated Financial Statements are prepared for the first time as the subsidiary is acquired and incorporated in the Current year, accordingly the previous year'sfigure are not presented.

5. Contingent liabilities not provided for in respect of :

(a) Letter of Credit / Bank Guarantees outstanding Rs. 40,50,64,835

(b) Disputed Excise duties, Sales / VAT taxes liability Rs. 1,88,03,777

(c) Bonds executed by the company to custom department against fulfilment of export obligation under 5% EPCG Scheme Rs. 1,46,05,170

(d) Disputed ESI liability Rs. 34,55,828

(e) Disputed demand of Uttaranchal Power Corporation Rs. 41,27,000


Actuarial valuation of Gratuity and Leave encashment have been done with the following assumptions:

As at 31st March, 2009

Particulars Gratuity Leave Encashment

(Funded) (Unfunded)

Discount rate 7% 7%

Future Salary Increase 4.50% 4.50%

Rate of return on plan assets 9.30% N.A.

Changes in the present value of obligation Gratuity Leave Encashment

(Funded) (Unfunded)

Present value of obligation as at the beginning of the period 10,88,08,162 1,61,08,745

Interest Cost 76,16,571 11,27,612

Current Service Cost 1,00,31,182 31,20,584

Benefits Paid (77,66,329) (75,26,908)

Actuarial (gain) / loss on obligations (44,83,278) 58,88,387

Present value of obligation as at the end of period 11,42,06,308 1,87,18,420

As at

31st March, 2009

Change in the Fair value of plan assets Gratuity

(Funded)

Fair Value of Plan Assets at the beginning of the period 5,14,18,735

Expected Return on plan assets 47,81,942

Contributions –

Benefits paid (75,50,370)

Actuarial (gain) / loss on plan assets (3,80,094)

Fair value of Plan Assets at the end of period 4,82,70,213

Reconciliation of present value of obligation and the Gratuity

fair value of assets (Funded)

Present value of obligation as at end of the period 11,42,06,308

Fair value of Plan Assets at the end of the period 4,82,70,213

Present value of unfunded obligation as at end of the period 6,59,36,095

Unfunded Net Liability recognised in Balance Sheet 6,59,36,095

As at 31st March, 2009

Expenses recognised in the Profit & Loss Account Gratuity (Funded) Leave Encashment

(Unfunded)

Current Service Cost 1,00,31,182 31,20,584

Interest Cost 76,16,571 11,27,612

Return on plan assets (47,81,942) –

Net actuarial (gain) / loss recognised in the period (41,03,184) 58,88,387

Total Expenses recognised in the Profit & Loss Account 87,62,627 1,01,36,583

Schedules


52

7. Segment Information for the year ended 31st March, 2009

Group has identified the following three Primary Business Segments :

1. Steel - Engaged in the production of Steel Tubes & Pipes and Cold Rolled Strips.

2. Lighting - Engaged mainly in the manufacture of different varieties of Lamps.

3. Real Estate - Engaged mainly in the develoment & trade in Real Estate

Secondary Segment reporting has been performed on the basis of Geographical Locations.

Primary Business Segments

Particulars Lighting Steel Consolidated Real Estate Total Consolidated

Revenue

External Sales 3‚81‚82‚61‚161 12‚26‚73‚56‚957 – 16‚08‚56‚18‚118

Inter-segment Sales – – – –

Total 3‚81‚82‚61‚161 12‚26‚73‚56‚957 – 16‚08‚56‚18‚118

Result

Segment Result 38‚86‚78‚784 34‚91‚06‚151 – 73‚77‚84‚935

(Profit(+)/Loss(–) before tax & interest)

Unallocable Corporate Expenditure –

Operating Profit 73‚77‚84‚935

Interest Expenses 46‚44‚14‚937

Other Income 58‚08‚335

Income Tax 6‚37‚80‚683

Profit from ordinary activities 21‚53‚97‚650

Net Profit after Tax 21‚53‚97‚650

Other Information

Segment Assets

Net Block 1‚96‚88‚89‚136 1‚42‚57‚67‚084 – 3‚39‚46‚56‚220

Capital Work-in-Progress 10‚27‚95‚587 12,31‚12‚749 – 22‚59‚08‚336

Investment – 2‚00‚000 – 2‚00‚000

Current Assets, Loans and Advances 1‚54‚95‚74‚727 2‚30‚08‚61‚465 6‚71‚03‚090 3‚85‚04‚36‚192

Total Segment Assets 3‚62‚12‚59‚450 3‚84‚99‚41‚298 6‚71‚03‚090 7‚47‚12‚00‚748

Unallocated Corporate Assets –

Total Assets 7‚47‚12‚00‚748

Segment Liabilities

Loan Fund 2‚11‚21‚72‚993 2‚29‚17‚49‚167 – 4‚40‚39‚22‚160

Current Liabilities & Provisions 34‚40‚76‚807 15‚91‚70‚816 6‚71‚03‚090 50‚32‚47‚623

Minority Interest – 5‚37‚39‚357 – 5‚37‚39‚357

Total Segment Liabilities 2‚45‚62‚49‚800 2‚45‚09‚19‚983 6‚71‚03‚090 4‚96‚09‚09‚140

Unallocated Corporate Liabilities 50‚64‚66‚250

Total Liabilities 5‚46‚73‚75‚389

Capital Employed 2‚00‚38‚25‚359

Capital expenditure 57‚93‚69‚750

Depreciation 16‚63‚94‚545 7‚02‚72‚933 – 23‚66‚67,478

Non-cash expenses other than Depreciation – – – –

Geographic Segment

India 12‚60‚49‚47‚119

Outside India 3‚48‚06‚70‚999

8. Related party disclosures

Related party disclosures as required under Accounting Standard on “Related Party Disclosures” issued by the Institute of Chartered Accountants of India are givenhereunder :

A. Relationship :

i) Associates

1. Surya Global Steel & Gen Power Limited

2. Surya Global Cement Limited

3. Surya Global Infrastructure Limited

4. Surya Roadlink and Infra Limited

ii) Key Management Personnel

– Sh. J.P. Agarwal

Schedules


53

iii) Relatives of the Key Management Personnel

Relation Sh. J. P. Agarwal

Spouse Smt. Urmil Agarwal

Son(s) Sh. Vinay Surya

Daughter(s) Smt. Padmini & Smt. Bharti

Brother(s) Sh. V P Agarwal

Sister(s) Smt. Sudha Gupta

Mother Smt. Ganga Devi Agarwal

Father Sh. B D Agarwal

B. Transactions carried out with the related parties in the ordinary course of business:

i) Associates :

1. Surya Global Steel & Gen Power Ltd.

Investment : Amount (Rs.)

Particulars This Year

Total Investment at the beginning of the year Nil

Investment made during the year 50,000

Total investment at the year end 50,000

2. Surya Global Cement Ltd.


Particulars This year




3. Surya Global Infrastructure Ltd.






4. Surya Roadlink and Infra Ltd.






ii) Key Management Personnel & their Relatives :

Remuneration for the year 2008-2009 :

– Sh. J.P.Agarwal (Chairman & Managing Director) Rs. 69,00,000

– Sh. B.D.Agarwal (Ex Chairman & Managing Director) Rs. 26,41,935

– Sh. Vinay Surya (Chief Operating Officer) Rs. 5,85,600

Sitting Fees for the year 2008-2009

Smt. Urmil Agarwal (Director) Rs.20,000/-

9. Earning per Share (Basic and Diluted)

This Year (Rs.)

Profit after Tax 21,53,97,650

Profit for Equity Shareholders 21,53,97,650

Number of Equity Shares 2,60,01,250

(Face Value Rs. 10/- each)

Weighted Average number of Equity Shares(Face Value Rs. 10/- each) 2,60,01,250

Basic & Diluted Earning Per Share (EPS) (Rs.) 8.28

10. Deferred Tax

As per Accounting Standard (AS - 22) on accounting for Taxes on income issued by the Institute of Chartered Accountants of India, the deferred tax liability as on31st March, 2009 comprises of the following :

Deferred Tax As on

31st March, 2009

(a) Deferred Tax Liability

1. Related to Fixed Assets (53,79,60,994)

(b) Deferred Tax Assets

1. Gratuity 1,86,48,471

2. Leave Encashment 47,66,800

3. Transitional Provision under revised AS-15 80,79,474

Net Deferred Tax Assets / (Liabilites) (50,64,66,250)

Schedules


54

11. Details of Pre-Operative Expenses considered as Capital Work in Progress

Capital work in progress includes Building under construction, Equipment & Machinery under installation, advance for errection work and following pre operativeexpenses pending allocation (net):-

PARTICULARS CURRENT YEAR

AMOUNT (IN RS.)

ADMINISTRATIVE EXPENSES

Rent Rates and taxes 2,39,318

Fringe Benefit Tax 44,857

Rent - DG Set 29,061

General Expenses 2,98,466

Watch &Ward Expense 66,582

Director Sitting Fees 91,700

Electricity Expenses 1,18,311

Insurance Expenses 1,452

Fees & Subscription 1,65,373

Auditors Remuneration-Audit Fees 23,163

Postage & Courier Expenses 5,174

Printing & Stationery 53,148

Professional Fees 72,843

Project Fees 20,00,000

Staff Recruitment & Development 2,72,904

Telephone Expenses 90,341

Traveling and conveyance Expenses 10,33,513

Vehicles Running & Maintenance 6,329

46,12,535

EMPLOYEES REMUNERATION & BENEFITS

Salary 22,98,265

Contribution to Provident and Other Funds 1,88,152

Expenses Relating to Gratuity and Leave Encashment 75,134

Staff Welfare 88,769

26,50,320

FINANCIAL EXPENSES

Bank Charges and Commission 15,35,351

LC Charges 11,63,953

Term Loan Processing Charges 22,50,000

49,49,304

Depreciation 74,375

TOTAL 1,22,86,534

Less: Income Received 3,17,472

Total Preoperative Expense Pending Absorption to Fixed Assets 1,19,69,062

12. Miscellaneous Expenditure (to the extent not written off or adjusted)

As on

31st March 2009

Amount ( Rs.)

Miscellaneous Expenditure 66,63,642

Less Share of Minority 17,10,643

49,52,999

13. Minority Interest

As on

31st March, 2009

Amount ( Rs.)

Equity Capital 5,54,50,000

Less Share of Miscellaneous Expenditure 17,10,643

5,37,39,357

Schedules


55

CONSOLIDATED CASH FLOW STATEMENT

This Year

(Rs.) (Rs.)


Net Profit Before Tax 27‚91‚78‚333

Adjustment for :

Depreciation 23‚66‚67‚478

Interest (Net) 46‚22‚75‚870

Loss/(Profit) on Sale of Fixed Assets (17,86,472)

Rent Income (24,000) 69‚71‚32‚876

Operating Profit before working capital changes 97‚63‚11‚209

Adjustment for :

Trade & Other Receivables (9,06,90,075)

Inventories (6,09,28,385)

Trade Payables 11‚72‚18‚212 (3,44,00,248)

Cash Generated from Operations 94‚19‚10‚961

Income Tax Paid (3,69,86,479)

Interest Paid (23,86,21,966) (27,56,08,445)

NET CASH FROM OPERATING ACTIVITIES 66‚63‚02‚516


Sale/(Purchase) of Investments 2,00,000

Interest Received 21‚39‚067

Purchases of Fixed Assets (78,94,59,732)

Capital Work in Progress 8‚02‚77‚771

Sale/Adjustments of Fixed Assets 58‚93‚887

Miscellaneous Expenditure (49,52,999)

Rent Received 24,000

NET CASH USED IN INVESTING ACTIVITIES (70,62,78,006)


Increase/(Decrease) Long Term Borrowings (11,34,37,325)

Increase/(Decrease) Short Term Borrowings 48‚99‚06‚882

Minority Interest 5,37,39,357

Interest on borrowings (22,57,92,971)

Dividend Paid (4,56,30,244)

NET CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES 15‚87‚85‚699

Net Increase/(decrease) in cash & cash equivalents 11‚88‚10‚208

Opening Cash & Cash equivalents 4‚92‚11‚799

Closing Cash & Cash equivalents 16‚80‚22‚007

AUDITORS’ REPORT

We have examined the above Consolidated Cash Flow Statement compiled from the consolidated audited financial statements of Surya Roshni Limited for the yearended 31st March, 2009, reported by us on 18th June, 2009 and found the same to be drawn in accordance therewith.


Place : New Delhi CA. ANANDA SASTRY K.Dated : 18th June, 2009 Partner, F.C.A

Membership No. 9980

J. P. Agarwal

Chairman andS. N. Bansal Managing Director

Director (Finance &Corp. Mgmt.) cum CFO

Arvind Bansal

Place : New Delhi B. B. Singal Director (OperationsDated : 18th June, 2009 Company Secretary & Corp. Mgmt.)

Directors

B. B. Chadha

G. S. Gupta

K. K. Narula

M. G. Bakre

Urmil Agarwal

Consolidated Cash Flow Statement

Affix

Re. 1/-

Revenue

Stamp

SURYA ROSHNI LIMITEDRegd. Office : Prakash Nagar, Sankhol, Bahadurgarh - 124507 (Haryana)

ATTENDANCE SLIP

Member's Name ................................................................... I hereby record my presence at the Thirty Sixth Annual

(In Block Letters) ................................................................... General Meeting of Surya Roshni Limited being held at

............................................................................................ Prakash Nagar, Sankhol, Bahadurgarh - 124507 (Haryana)

............................................................................................ on Thursday, the 24th September, 2009.

Folio/Client Id & DP Id No. .................................................. I certify that I am a Registered Member of the Company

and hold .............................................................................. Shares

Name of Proxy .................................................................. in the Company.

(If attending for Member)

Signature of the Member/Proxy.

....................................................................

1. Members/Proxies are requested to bring the DULY SIGNED Attendance Slip to the Meeting and hand it over at the entrance.

2. For the convenience of Members, persons other than Members/Proxies WILL NOT BE ADMITTED.

SURYA ROSHNI LIMITEDRegd. Office : Prakash Nagar, Sankhol, Bahadurgarh - 124507 (Haryana)

PROXY FORM

Folio/Client Id & DP Id No. ................................

No. of shares held .............................................

I/We ........................................................... of ................................................................................................................................

in the district of ...............................................................................................................................................................................

being a member of Surya Roshni Limited, hereby appoint ................................................................................................................

of ............................................................... in the district of ...........................................................................................................

or failing him.............................................. of ................................................................................................................................

in the district of ............................................................ as my/our Proxy to attend and vote for me/us on my/our behalf at the Thirty

Sixth Annual General Meeting of the Company to be held on Thursday, the 24th September, 2009 and at any adjournment thereof.

Signed this ....................................... day of ............................................. 2009

Note : The proxy must be returned so as to reach Registered Office of the Company not less than 48 hours before the time for holding

the aforesaid meeting. The proxy need not to be a member of the Company.

surya roshni limited · surya roshni limited 1 ... annual report of subsidiary company 40 surya...

Documents