SURYA INDIA LIMITED

ANNUAL REPORT 2012-13

SURYA INDIA liMITED Regd. Office: B-I/H-3 M.C.I.E, Mathura Road, New Dclhi-I10044

Tel: +91 1145204.118, fax: +91 1128898016 Email: cs@haidir.un.com

NOTICE

Notice is hereby given that the Annual General Meeting of the members of the Surya India Limited will be held on Monday, the 301h day of September, 2013 at 2.30 P.M. at the registered office of the Company at B-l/H-3, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-l10044 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2013, Statement of profit & Loss accounts for the year ended on that date and the Reports of Directors' and Auditors' thereon.

2. To appoint a director in place of Mr. Ram Babu Goyal, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a director in place of Mr. Ganesh Dass Agarwal, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint Mis P. R. Kumar & Co., Chartered Accountants, the retiring auditors of the Company as Statutory Auditors of the Company, to hold office from the conclusion of ensuing meeting till the conclusion of the next Annual General Meeting of the Company and to authorize the Board to fix their remuneration.

By Order of the Board of Directors

0?\ Jitesh Grover

Place: New Delhi Company Secretary Dated: 29th May, 2013

NOTES:

1. A MEMBER OF THE COMPANY ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF IDMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE VALID MUST BE RECEIVED BY THE COMPANY AT ITS REGD. OFFICE NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. CORPORATE MEMBERS INTENDING TO SEND THEm AUTHORISED REPRESENTATIVES TO ATTEND THE MEETING ARE REQUESTED TO SEND A CERTIFIED COPY OF THE BOARD RESOLUTION AUTHORISING THEm REPRESENTATIVE TO ATTEND AND VOTE ON THEm BEHALF AT THE MEETING.

2. The brief resume of the Directors, who are to be appointed Ire-appointed, including nature of their expertise, their shareholding in the Company, etc., details are furnished in the report on Corporate Governance, which forms part of the Directors' Report and members are advised to refer to the same.

3. The Register of Members & the Share Transfer Books will remain closed from Thursday 26th

, September, 2013 to the Monday 30th September, 2013 (both days inclusive).

4. Members are requested to convert their physical holding to demat to avoid hassles involved with physical shares, such as possibility of loss, mutilation, and to ensure safe and speedy transaction in securities. Members are also requested to notify change of address, bank details, ECS mandates, e-mail id, if any, to their Depository Participants (DPs) in respect to their electronic share accounts and to the Registrar & Transfer Agent of the Company i.e. Skyline Financial Services Private Limited, New Delhi in respect of their physical share folios to avoid procedural delays.

5. Members desirous of obtaining any information concerning the accounts and operation of the Company are requested to address their queries in writing to the Company before the meeting, so that the required information may be made available at the meeting.

By Order of the Board of Directors

t9?\ Jitesb Grover

Place: New Delhi Company Secretary Dated: 29th May, 2013

SURYA INDIA LIMITF.D Regd. Office: B-I/H-3-M.C.I.E, Mathura Road, New Delhi-I 1001.1.

Tel: +91 II 45201.\00, fax: +91 1\ 2889801(i Email: cs@haidiram.com

DIRECTORS'REPORT

To The Members,

The Directors of your Company are pleased to present the Annual Report together with the Audited Statement of Profit & Loss Accounts of the Company for the financial year ended 31" March, 2013.

Financial Results

The financial Results of the Company are summarized below: (Amount in Lacs)

Particulars Financial year Financial year 2012-2013 2011-2012

Total Revenue 381.0 I 277.20 Profit before Depreciation 244.61 175.\0 Less: Depreciation 34.33 27.82 Profit before Tax 210.28 147.28 Provision for Tax(Net) 58.54 40.94 Profit after Tax 151.74 106.34 Transfer to Statutory Fund 30.35 21.27

Dividend

Keeping in view of the fund requirements of the Company and business scenario, your Board proposes to plough back the profits in business of the Company and create reserve for the Company. As a matter of this, your board does not recommend any dividend for the financial year 2012-13.

Directors:

Mr. Ram Babu Goyal and Mr. Ganesh Dass Agarwal, Directors of the Company, would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their re­appointment have been included in the Notice of the Annual General Meeting for your approval.

Fixed Deposits

The Company has not accepted any fixed deposits from the Shareholders! public during the year under review within the meaning of Section 58A of the Companies Act, 1956.

Investment

At the end of the year under review your company has invested total amount of Rs. 222.98 lacs in both, trade and non trade investment.

Auditors

Mis P. R. Kumar & Co., Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and being eligible for re-appointment, you are requested to approve their re­appoint as statutory Auditors and to fix their remuneration at the forthcoming Annual General Meeting.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and Compliance Certificate on Corporate Governance (Annexure I) and Management Discussion and Analysis Report (Part of the annexure 1) are annexed and fonn an integral part of this Report.

Auditors' Report

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

Directors' Responsibility Statements

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statements, it is hereby confirmed:

i) that in preparation of the Annual Accounts for the financial year ended 31Sl March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the Annual Accounts for the financial year ended 31 'I March, 2013 on a "going concern basis."

Energy Conservation. Technology Absorption. Foreign Exchange Earning and Outgo

Information on conservation of energy, technology absorption, foreign exchange earning and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act, 1956, read with

the Companies (Disclosures of particulars in the Report ofthe Board of Directors) Rules 1988 is mentioned below:

i) Conservation of Energy

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

ii) Technology Absorption

The prescribed fonn-B is not applicable to the Company.

iii) Foreign Exchange earning and outgo

Total Foreign Exchange Earning and Outgo.

Earnings: Nil Outgo: Rs.142,701

Particulars of Employees

During the year under review there are no employees whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975.

Employees

Employee's relations continue to be cordial during the year.

Acknowledgements

Your Directors wish to record their sincere gratitude for our valued Business associates for the continuous co-operation, support and assistance extended by them. We place on record our appreciation of the commitment, dedication and hard work put in by employees of the Company. We also thank our members for the continued support received from them.

For and on behalfofthe Board

?~ Place: New Delhi Preeti Agarwal Date: 29'h May, 2013 Chairman & Managing Director

(DIN: 00011450)

SURYA INDIAUMITED Regel. Office: B-I/H-3 M.C.I.E, Mathura Road, New Delhi-I 1001.1.

Tel: +91 II 4,5201,118, fax: +91 II 28898016 Email: cs@haldiram.com

Annexure-l

Corporate Governance Report 2012-2013

I. Company's Philosophy on Code of Governance

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

The Board considers itself as a trustee of its shareholders and acknowledges it responsibilities to the shareholders for creation and safeguarding Shareholder's Wealth. During the year under review, the Board continued its pursuit of achieving these objectives through the adoption and monitoring of corporate strategies, prudent business plans, monitoring of major risks of the Company's business and ensuring that the Company pursues policies and procedures to satisfy its legal and ethical responsibilities.

2. Board of Directors:

a) Composition of the Board

The strength of the Board of Directors was five as on 31st March, 2013 comprising of I (one) Managing Director, I(one) Whole-time Director, 3(three) Non-Executive Directors. All three non executive directors are also the Independent Directors of the Company.

b) Nnmber of Board Meetings

During the year, 1I(Eleven) Board Meetings were held on 02.04.2012,01.05.2012,09.05.2012, 01.08.2012, 10.08.2012, 18.08.2012, 03.09.2012, 15.10.2012, 09.11.2012, 11.02.2013, 30.03.2013. The composition of the Board of Directors and Director's attendance at the Board Meetings during the year and as also number of other Directorship and Committee Membership/ Chairmanship as on 31.03.2013 is as follows:

Name of Director Category of No. of Attended No. of other Directorship Board last AGM Directorship

meeting Attended

Mrs. Preeti Agarwal MD II YES I Mrs. Priyanka Agarwal ED 10 YES I Mr. Kishan Bihari Jain NED-I 2 NO NIL Mr. Ganesh Dass Aggarwal NED-I 2 YES I Mr. Ram Babu Goyal NED-I II YES NIL

NED:- Non-Executive Director NED-I :Non-Executive Director (Independent) ED-Executive Director MD : - Managing Director NA - Not Applicable

The ratio between Executive and Non-Executive Directors and Non-Independent and Independent Directors is 2:3 & 3:2 respectively.

3. Code of Conduct:

The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management personnel of the Company.

All Board Members and Senior Management personnel have on March 31, 2013 affirmed compliance with the Code of Conduct. A declaration to this effect, duly signed by the CEO is annexed and forms part of this report.

4. Committees of the Directors

a) Board Audit Committee

Term of reference

The role and terms of reference of Board Audit Committee cover areas mentioned under Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, which inter-alia include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors besides other terms as may be referred by the Board of Directors from time to time.

Composition

As on 31" March 2013, the Audit Committee consists of 3 independent non-executive Directors namely Mr. Ganesh Dass Agarwal (Chairman), Mr. Kishan Behari Jain, and Mr. Ram Babu Goyal. The composition of the Audit Committee meets the requirement of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchanges.

9th The committee has met 5 times durin~ the year i.e, May 2012, io" August 2012, 3,d September 2012, 9th November 2012, II' February 2013, and the attendance of the members at the meeting was as follows:

ISh. Ganesh Dass Agarwal Chairman 5

Sh. Kishan Behari Jain Member 5

I Sh. Ram Babu Goyal Member 5

b) Remuneration Committee

Terms of reference

The Board of Directors of the Company has constituted a Remuneration Committee comprising 3 Independent, Non-Executive Directors namely Mr. Ganesh Dass Agarwal, Chairman of

Committee, & Mr. Kishan Bihari Jain & Mr. Ram Babu Goyal as members of the committee. The Remuneration Committee has been constituted to recommend/review the remuneration package ofManaging/Whole-Time Directors.

Meeting: This committee has met once during the year on 91h November, 2012 to review the remuneration of Mrs. Preeti Agarwal, Managing Director and Ms. Priyanka Agarwal, Executive Director ofthe Company.

Details of remuneration for 2012-13.

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

Executive Director

Name & Designation Salary for the Perquisites & Commission Stock year 2012-13 allowances options

Mrs. Preeti Agarwal Rs. 3,00,000/­ per Nil Nil Nil (Managing Director) month

-Ms. Priyanka Agarwal Rs. 3,00,000/­ per Nil Nil Nil (Whole Time Director) month

Shar.holding ofth. Directors (As on 31" March, 2013)

Name of Director No. of Equity Shares of Rs. 10/- each

Mrs. Preeti Agarwal Nil Mrs. Priyanka Agarwal Nil Mr. Ganesh Dass Agarwal Nil Mr. Kishan Bihari Jain Nil Mr. Ram Babu Goyal Nil Total Nil

C. ShareholderslInvestors Grievances Committee

Terms of reference:

a) To scrutinize and approve registration of transfer of shares/debentures/warrants issued/to be issued by the Company.

b) To exercise all power conferred on the Board of Directors under Articles 43 of the Articles of Association;

c) To decide all questions and matters that may arise in regard to transmission of shares/ debentures/warrants issued/to be issued by the Company;

d) To approve and issue duplicate shares/ debentures in lieu of those reported lost; e) To refer to the Board any proposal of refusal of registration of transfer of shares for their

consideration; f) To look into shareholders & investors complaints like transfer of shares, non-receipt of

annual reports etc.

g) To delegate all or any of its power to officers/authorized signatories of the Company.

Composition

The composition comprises of three members including Managing Director of the Company. Mrs. Preeti Agarwal is the Chairman of the Committee. No request is pending for transfer as on 31.03.2013

5. Snbsidiary Companies:

The Company has no material non-listed subsidiary companies in terms of Explanation I to Sub­clause III of Clause 49 of the Listing Agreement.

6. Disclosures:

A. Related Party Transactions:

Please refer Note No. 25 of Notes to Accounts for materially significant related party transactions.

B. Risk Management

The Company manages risks as an integral part of its decision making process. The Audit Committee and the Board of Directors are regularly apprised regarding key risk assessment and risk mitigation mechanisms.

C. Disclosure of Accounting Treatment

The financial statements are prepared under the historical cost convention method on accrual basis and are in accordance with the requirement of the Companies Act, 1956.

D. Management Discussion and Analysis Report

Resources and Liquidity

The Company maintains comfortable liquidity level.

Opportunities & Future Outlook

The Company is keeping a watch on the industry and would embrace opportunities in the sector. We shall continue to make endeavor to take benefit of every good opportunity in the best interest of our shareholders.

Adequacy ofInternal Control

Proper & adequate internal control is In place to ensure protection of assets against loss, unauthorized use or disposition.

Corporate Governance

The Company follows principle of effective corporate governance. The Company adheres to the recommendations made by the SEBI and incorporated by the Stock Exchanges in this respect.

Opportunities

The Company is keeping a watch on the industry and would embrace opportunities in the sector. We shall endeavor to take benefit of every good opportunity in the best interest of the Company and its shareholders.

Threats

The significant threats to our business are: Falling Interest rate Volatile Secondary Market Increased competition

Directors

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

I Background Details Aged 59 years, Mr. Ganesh Dass Agarwal has been associated with Company Since 18/03/2002.

Past remuneration Nil 2009-10 2010-\1 2011-12 I

Other Directorshin Crest Developers Pvt. Ltd. Job Profile and his suitability Mr. Ganesh Dass Agarwal is responsible

for policy making decision of the Company's Operation and also the Chairman of the Audit Committee of the Company to look after financial reporting process, reviewing the financial statements and recommending appointment of Auditors besides other terms as may be referred by the Board of Directors from time to time.

Comparative remuneration profile with Not Applicable respect to industry, size of the Company, or relationship with managerial nersonnel, Pecuniary relationship directly or Mr. Ganesh Dass Agarwal does not have indirectly with the Company, or I any pecuniary relationship with the relationship with managerial personnel, ICompany, besides the reimbursement of if any expenses, if any, incurred by him for and

on behalf of the Company.

The brief resume of Mr. Ram Babu Goyal is as under:

Background Details 'I Aged 39 years, Mr. Ram Babu Goyal has been associated with Company Since 05/07/2011.

Past remuneration Nil 2009-10 2010-11 2011-12 I

Other Directorship NIL Job Profile and his suitability Mr. Mr. Ram Babu Goyal is responsible for

policy making decision of the Company's Operation and also the member of the Audit Committee of the Company to look after financial reporting process, reviewing the financial statements and recommending appointment of Auditors besides other terms as may be referred by the Board of

I Directors from time to time. Comparative remuneration profile with Not Applicable respect to industry, size of the Company, or relationship with managerial

I

personnel, Pecuniary relationship directly or Mr. Ram Babu Goyal does not have any indirectly with the Company, or pecuniary relationship with the Company, relationship with managerial personnel, besides the reimbursement of expenses, if if any any, incurred by him for and on behalf of

the Company.

I

7. CEO 1CFO Certification.

In terms of the requirements of clause 49 (v) of the Listing Agreement, the Managing Director and CEO submitted necessary certificate to the Board of Directors stating the particulars specified under the said clause. This certificate has been reviewed by the Audit Committee and taken on record by the Board ofDirectors at the respective meetings held on 29th May, 2013.

8. Certificate on Corporate Governance

The Company has obtained a certificate from MIs. P R Kumar & Co. New Delhi the statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed.

9. Additional Information for Shareholders:

General Shareholder's information

Next Annual General Meeting is proposed to be held on Saturday, the 30.09.2013 at the registered office of the Company B-IIH-3, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-I 10 044 at 2.30 P.M.

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

Ann ual General Meetlna Day, Date & Time Venne

25'" Annual Meeting

General Thursday, 30'" September, 2010 at 10:30 a.m.

B-I/H-3, Mohan Industrial Estate, MNew Delhi-l l0044

Co-operative athura Road,

26'" Annual General Friday, 30'" September 2011 D-l/H-3, Mohan Co-operative Meeting at 10.00 am Industrial Estate, Mathura Road,

New Delhi-I 10044

27'" Annual general Saturday, 29'" September B-1/H-3, Mohan Co-operative Meeting 2012 at 10.00 am Industrial Estate, Mathura Road,

New Delhi-I 10044

Registrar and Share Transfer Agent

Share transfer & other related activities (both physical & electronic) are being carried out through Company's Share Transfer Agent, M/s Skyline Financial Services Pvt. Limited, D­153A, 1'1 Floor. Okhla Indl. Area, Phase-l , New Delhi-l 10020.

Share Transfer Systems

The Company's shares are compulsorily traded in demat/electronic mode. Physical shares, which are lodged with the Company or its Share Transfer Agent for transfer are processed and returned to the shareholders within a period ono days from the date of receipt of such request(s).

Categories of Eguity Shareholders as on 31.03.2013

Catezorv No. of shares % of shareholdinz Promoters & Promoters Group 3645326 52.18

Corporate Bodies other than 1705974 24.42 Promoters Group Institutional Investors Nil ­Public 1634532 23.40 NRIslOCBs Nil ­

Distribution of Shareholding:

Number of ordinary shares held Number of Shareholders 31.03.2013 31.03.2012

% % Up to 500 59.22 59.04 501 -1000 24.48 24.41 1001- 2000 11.09 11.06 2001- 3000 0.23 0.23 3001- 4000 0.31 (),31

4001- 5000 0.00 5001·10000 0.38 10001& above 4.28

Top 10 Shareholders as on 31'( March 2013

~.No. Name of Shareholders No. of Shares held % of holdin!!; I Amit Agarwal 729531 10M 2 Anand Agarwal 666250 9.54 3 Manohar Lal Agarwal 631775 9.04 4 Pankaj Agarwal 344518 4.94 5 Haldiram Manufacturing Co. (P) Ltd. 255500 3.66 6 Ankit Agarwal 252174 3.61 7 Nimit Agarwal 252148 3.61 8 Madhusudan Agarwal 221477 3.17 9 Priti Mercantile Co Limited 208125 2.98 10 Manju Agarwal 200425 2.87

Dematerialization of Equity Shares

As on 31.03.2013 of the total eligible Equity Shares, 58.10% were held in dematerialized form and rest shares are in physical form. The Company offers simultaneous transfer-cum demat facility to its investors as required by SEBI rules.

Address for correspondence

The Company's registered office is situated at B-IIH-3, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-l1 0044. Correspondence should be addressed either at the registered office of the Company or Company's Share Transfer Agent, Mis Skyline Financial Services (P) Limited at their address mentioned above.

Means of Communication

Quarterly & Half-yearly results are usually published in Business Standard. The un-audited financial results and the quarterly distribution schedules are filed with Stock Exchange(s).

Financial calendar

IAccounting Year April-March First Quarter Results Last week of July ISecond Quarter/ Half yearly results Last week of October Third Quarter Results Last week of January Fourth Quarter results Last week of April of next financial year I

Date of Book Closure

The Register of Members & Share Transfer Register shall remain closed from 26'· September, 2012 to 30'· September, 2013 (both days inclusive) for the purpose of the AGM.

Listing on Stock Exchanges

Equity shares of the Company are listed on Delhi Stock Exchange Limited & Uttar Pradesh Stock Exchange Ltd.

Market Price Data

During the financial year 2012-13, there was no trading in the Equity Shares of the Company.

Postal ballot

There is no subject proposed to be taken up in the ensuing Annual General Meeting to be held on 30'· September 2013 requiring approval of the shareholders through postal ballot.

Request to investors

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

If you are holding shares in physical mode, please communicate the change in address, if any, directly to the registered office of the Company or Company's Share Transfer Agent at the addresses given elsewhere. However, investors holding shares in electronic form are requested to deal only with their depository participant in respect ofchange of address.

Address of Correspondence

Company's Registered office: B-l/H-3, Mohan Co-operative Indl. Estate Mathura Road, New Delhi-II 0 044

Shares Transfer Agent's office: Skyline Financial Services (P) Limited, D-153A, I" Floor, Okhla Ind!. Area, Phase-I, New Delhi-l l 0020

For and on behalf of the Board

Place: New Delhi Preeti Agarwal Date: 29'h May, 2013 Chairman & Managing Director

(DIN: 00011450)

SURYA INDIA liMITED Regd. Office: B-I/H-3 M.e.I.E, Mathura Road, Ncw Delhi-I 10044·

Tel: +91 II 4-5204118, fax: +91 II 28898016 Email: cs@haldir.un.com

DECLARATION FOR COMPLIANCE WITH CODE OF CONDUCT

To

The Member of Surya India Limited

I hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management as approved by the Board for the financial year ended March 31'" 2013.

For Surya India Limited

Place: New Delhi Date: 29th May, 2013 Precti Agarwal

Chairman & Managing Director (DIN- 00011450)

SURYA INDIA LIMITED

CEO/CFO CERTIFICATION TO THE BOARD(Under Clause 49(V) of Listing Agreement)

,I Certify that --

a) | have reviewed the financiat statements and the cash flow statement for the financialyear 2012-13 and that to the best of our knowledge and belief:

These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

These statements together present a true and fair view of the Company'saffairs and are in compliance with existing accounting standards, applicablelaws and regulations;

b) There are, to the best of our knowledge and belief, no transactions entered into by theCompany during the year 2012-13 which are fraudulent, i l legal or violative of theCompany's code of conduct;

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

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

. Significant changes in internal control over the financial reporting during theyear 2012-13;

o Significant changes in accounting policies during the year 2012-13 and that thesame have been disclosed in the notes to the financial statements; and

o Instances of significant fraud of which we have become aware and thenvolvement therein, if any, of the management or an employee having asignificant role in the Company's internal control system .over the financialreporting.

For Surya India Limited

a) e-- f k \ )I a t t ,l a g L ,

llril v ./

I

Preeti Agarwal(Managing Director and CEO)Df N-00011450

Date: 2910512013Place: New Delhi

Registered Office : B-1/H-3Mohan Co-operative Indl. EstateMain Mathura RoadNew Delhi - 110044tel. :+91 11 45204100fax : +91 11 28898016email cs@haldiram.comWebsite www. suryaindialtd.comclN L 74899D1 1985P1C019991

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Corporate

To

The Members of Surya India t

We have examined the comDIndia L imi ted for the vear erL is t ing Agreement of the saic

The compt iance of condi t ionManagement . Our examina t i rthereof , adopted by the cornCorporate Governance. l t isF inanc ia l S ta tements o f the C

In our op in ion and to the bes rgiven to Us, we cert i fv thatCorporate Governance is s t io

We s ta te tha t no g r ievance i :Company .

We fur ther s tate that such rv iabi t i ty of the company n(Management has conducted t l^

For P . R . Kumar & Co .Chartered Accountants

(DeepakPar tnerMem. No.501 61 5

Ptace: New DethiDate :29/05/2013

I l t t t e d

rance of condit ig!: _of Corporate Governance by Surya

c.d 31 ' t March, 2013 as st iputated in Ctause 49 of theCompany wi th the Stock Exchange.

of corporate Governance is the responsibit i ty of then was t imi ted to the procedures and imptementat ionr ; ' rny for ensur ing the compl iance of the condi t ions ofr . r ther an audi t nor an express ion of opin ion on the)r tpany.

c i f our in format ion and accord ing to the exptanat ionsi he company has comptied wlin the con'dit ions ofr ta ted in Ctause 49 of the L is t ing Agreement .

i rending for a per iod exceeding one month wi th the

;mpt iance is nei ther an assurance. Ihe efficiency or effectiveness. af fairs of the Company.

as to the futurewith which the

SURYA INDIA UMITED Regd. Office: ll-I/H-3 M.C.1.E, Mathura Road, New Dclhi-110041.

Tel: +91 11 15204118, fax: +91 II 28898016 Email: rs@haldiram.com

ATTENDANCE SLIP Name of the Shareholder /

Proxy • Folio No. DP 10··

Client ill·· Number of Shares Held

1 hereby record my presence at the 28th Annual General Meeting of the Company held on Saturday, the 30th September, 2013 at 2.30 P.M. at the Registered Office of the Company at B­I/H-3, Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi-II 0044.

Signature of the Shareholders / Proxy*

"Strike out whichever is not applicable ••Applicable for investors holding shares in electronic form

Note: Please haudover the slip at the entrance of the Meeting Venue

SURYAINDIAUMlTED Regd. Office: B-I/H-3 M.C.I.E, Mathura Road, Ncw Dellli-IIOOH.�

Tel: +91 11 15204118, fax: +91 11 2889801(;� Email: cs@haldiram.com�

PROXY

II \lfe ------------------------------------------------of -~.------------------------------------------------------­----------------------------------------------------------.----------------------------------------in the district of ------------------------------------------------being a member (s) of the above named Company hereby appoint ----------------------------------------------of ------------------------------------------------­-------- in the district of ------------------------------or failing him I her ------------------------.------­of----------------------------- in the district of -----------------as my lour proxy to attend and vote for me Ion my I our behalf at the zs" Annual General Meeting of the Company to be held on Saturday, the so" September, 2013 at 2.30 P.M. at the Registered Office of the Company at B­11H-3, Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi-110044

Signed at ---------------- This -----------------day of -.-----··---------------20 13

tFOliO No 7-"''-''-;;-;0:-;:------------1tDP

10 •No of Shares _____---.J Client ill'

Applicable for investors holding shares in electronic form

Affix Re.1 Revenue Stamp

Notes:

The Proxy need not be a member The form of proxy, duly signed across Re. I revenue stamp should reach the Company, not less than 48 hours before the time fixed for the meeting.

W.gL.fugV*,C-2/4 Safdar jung Developmer t Area, Main Aurobindo Marg, New Delh i - 110016, lnd ia

Tel . : +91 (1 l ) 47L18888, Fax: +91 ( t l ) 47118855E- m a i | : p rku m a rl3 ) p t-ku m a r{o_to, We bs ite : www. p rkU nnal. co m

Independent Auditor"s ReportTp the Members ofSurya India Limited

We have audi ted the accomp:nying f inancia l s tatements of Surya India L imi tedwhich compr ise the Balance Sheet as at March 31, 2013, and the Statement ofProfi t and Loss and Cash Flow Statement for the year then ended, and asummary of s ign i f icant account ing pol ic ies and other explanatory in format ion"

Mana.gement is responsible fo" the preparation of these f inancial statements thatg lve a t rue and fa i r v iew of the f inancia l pos i t ion, f inancia l per formance and cashflows of the Company in accordance with the Accounting Standards referred to insub-section (3C) of section iLL of the Companies Act, 1956 ("the Act")" Thisresponsib i l i ty inc ludes the design, implementat ion and maintenance of in ternalcori trol relevant to the preparation and presentation of the f inancial statementsfhat give a true and fair view and are free from material misstatement, whetherdue to fraud or error.

Our responsibi l i ty is to express an opinion on these f inancial statements based onour audit. We eonducted our :udit in accordance with the Standards on Audit inglssued by the Inst i tute of ( hartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and plan and perform the auditto obtain reasonable assuran( e about whether the f inancial statements are freef;'om material misstaternent"

An audit In.. ,olves performing procedures to obtain audit evidence about theamounts' and disclosures in the f inancial statements" The procedures selecteddepend on the auditor 's judgment, including the assessment of the r isks ofpaterial mlsstatement of the ' inancial statements, whether due to fraud or error.In making those r isk assessments, the auditor considers internal control relevantto the Compariy's preparation and fair presentation of the f inancial statements inorder to deslgn audit procedures that are appropriate in the circumstances. Anaudit also includes evaluating :he appropriateness of accounting pol icies used andthe reasonableness of the accounting estimates made by management, as welt asevaluating the overal l presentation of the f inancial statements.

We bel ieve that the audit evidence we have obtained is suff icient and appropriateto provide a basis for our audit opinion.In ou!: opinlon and to the best of our information and according to theexplanatlons given to us, the f inancial statements give the information requiredFy tne Act in the manner so required and give a true and fair view in conformityWith the accounting principles general ly accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as: '1 a t March 31 , 2013 ;b) in the case of the Profi t and Loss Account, of the profi t for the year ended

on that date; andc) in the case of the Cash Flow Statement, of the cash f lows for the year

ended on that date"

Con td . " . "2 . "

w.%"fu Continuation Sheet

t "

2 "

-2 -

As required by the companies (Auditor 's Report) order, 2003 (.. theOrder") issued by the Central Government of India in terms of sub-section(4A) of section 227 of the Act, we give in the Annexure a statement on thematters specif ied in paragraphs 4 and 5 of the Order.

As required by section 227(3) of the Act, we report that:a) we have obta ined a l l the in format ion and explanat ions which to the

best of our knowledge and bel ief were necessary for the purpose of ouraud i t ;

b) in our opinion proper books of account as required by law have beenkept by the Company so far as appears f rom our examinat ion of thosebooks

c) the Balance Sheet, Statement of Profi t and Loss, and Cash FtowStatement dealt wit l ' by this Report are in agreement with the books ofaccount.

d) in our opinion, the Balance Sheet, Statement of Profi t and Loss, andCash Flow Statement comply with the Accounting Standards referredto in subsection (3c) of section 2L1 of the companies Act, 1956;

e) on the basis of writ ten representations received from the directors ason March 31, 2OI3, and taken on record by the Board of Directors,none of the directors is disquali f ied as on March 31, 2013, from beingappointed as a director in teims of clause (g) of sub-section (1) o?section 274 of the Companies Act, L956.

f) Since the Central Government has not issued any noti f icat ion as to the. lale at which the cess is to be paid under section 44LA of the

Co;npanies Act, 1956 nor has i t issued any Rules under the saidseqtion, prescribing the manner in which such cess is to be paid, nocess is due and payable by the Company.

For P. R. KUMAR & CO.Chartered AccountantsFirm *T" No.: 003186N

no',h4,Place: New Delh iDated:29th May, 2013

(DEEPAK SRTVASTAVA)PartnerM. No. 50161"5

A,TYNEXURE O_F THE AUpTTOR'S REPORT(Referred to paragraph (3) of ou' report of even date)

( i ) (a) The company h, ts mainta ined proper records showing fu l lpar t icu lars inc ludi ' rg quant i ta t ive deta i ls and s i tuat ion of f ixedassets"

(b) Al l the assets hal e been physical ly veri f ied by the managementduring the year. lJo material discrepancies were noticed on suchverif icat ion "

(c) The company has not disposed off any substantial part of f ixedassets dur ing the vear under repor t .

( i i ) The company's nature of , rperat ions does not requi re i t to hold inventor ies.f iccordingly, clause 4(i i)(a), (b) & (c) of Companies (Auditor 's Report)Order , 2003 is not appl icable to the company.

( i r i ) (a) The company has g iven loan to one company and one societycovered in the register maintained under section 301 of theCompanies Act , 1956" The maximum amount involved dur ing theyear was Rs. 12,8C ,00,494/- and the year end balance of such toanwas Rs. 7,66,02,415/-

(b) In our opinion rate of interest and other term and condit ions onwhich loan have heen granted to the company registered undersection 301 as not prima facieses prejudicial to the interest of thecompanies"

(c) The comoanles have repaid the principal amount and interest as' st ipulated and coneit ion of such loan.

(d) There is no overdr. le amount of interest and loan granted to thecompanies l isted i tr the register maintained under section 301 ofthe Companles Act 1956.

(e) The Company has not taken any loan from companies, f i rms orolher part ies covered in the register maintained under section 301of the c_ompanles Act, 1956" Accordingly paragraphs ( i i i )(e) to(i i l )(g) of the order are not appl icable.

Con td . . . .2 . .

-2 -

( iv) In our opin ion and dccrrpdip lg to the in format ion and explanat ions g iven tous, having regard to t t re explanat ion there are adequate in ternal contro lprocedures commensurate wi th the s ize of the company and the nature ofi ts business, for the f i f l r i r lsg, investment and other related activi t ies carr iedout by the company lnd for the purchases and sale of f ixed assets.Fur ther , on the basis of our examinat ion, and accord ing to in format ion andexplanat ion g iven to us, we have nei ther come across nor have we beeninformed of any instarce of major weaknesses in the aforesaid internalcontrol procedures.

(v) (a) Accord ing to the in format ion and explanat ions g iven to us, thepart iculars of :ransaction referred to in section 301 of theCompanies Act, 1956 have been entered in the register required tobe mainta ined urder that sect ion"

(b) According to t le information and explanations given to us,transactions made in pursuance to aforesaid contracts orarrangements arrd aggregat ing of Rs. 5,00,000/- or more in respectof any of i ts pary made during the year, have been made at priceswhich are reasonable having regard to the prevai l ing market rate atthe relevant t ime. As far as the income on account of :

Rent of premises, which was received by the company in whichdirector/ directo''s relative is interested as shareholder;

The company has not given similar type of faci l i t ies to others. Themanagement has informed us, that income so received, arereasonable, hav'ng regard to the market value of such faci l i t ies"

According to the inforrnation and explanation given to us, the Companyhas not accepted deposits from the public and consequently, direct iveslssued by the Reserve Bank of India, the provisions of section 58A and58AA of the Companies Act, 1956 and Rules made there under are notappl icable.

(vl i) In our opinion, the conpany has an internal audit system commensuratewith the size of the company and the nature of i ts business.

(vl i i ) The Central Government has not prescribed the maintenance of costrecords by the Company under section 209(1)(d) of the Companies Act,1956 ,

( ix) (a) Th9 company is regular in deposit ing with appropriate authorit ies' undisputed statutory dues including income tax, sales tax, wealth

tax, service tax custom duty, cess and other material statutorydues as appl icable to i t .

(v i )

C o n t d . . " . 3 " "

( b )

-3 -

According to tre informationundisputed am,runts payable insales tax, custe ms duty, excise31' t March, 20-3 for a per ioddate they becarne payable.

and explanat ions g iven to US, norespect of income tax, wealth tax,

duty and cess were in arrears, as atof more than six months from the

(x)

(c) According to the information explanations given to us, there are nodues of Incomt' Tax, Sales Tax, wealth Tax, service Tax, customDuty, Excise ttuty and Cess that have not been deposited onaccount of any l ispute"

The company does not have accumulated losses as at 31 ' t March 2013 andhas not incurred cash osses during the f inancial year covered by our auditor ln the immediate ly i r receding f inancia l year .

(x i ) !n our opin lon .n6 3ct ord ing to the in format ion and explanat ions g iven tous, the company has not defaulted in repayment of dues to a f inancialinst i tu t ion and bank drr r ing the year .

(x i i ) In our opin ion and ac, :ord ing to the in format ion and explanat ion g iven tous, the company has not granted loans and advances on the basis ofsecurity by way of plerrge of shares, debentures and other securit ies.

(x i i i ) In our opin lon, the co,npany is not a ch i t fund or a n idhi / mutual benef i tfund/society. Therefore, the pro-visions of clause 4(xiii) of the Companies(fuditor 's Repoft) Order, 2003 are not appl icable to the company"

(xiv) Al l the shares and other investments have been held by the company in i tsown name.

(xv) According to the infor mation and explanation given to us, the companyhas not given guarantees for loans taken by others from banks or f inancialinst i tut ions.

(xvi) In our opinion and acr:ording to the information and explanation given tous, the term loans have bee4 applied for the purpose for which they wereraised.

(xvi i) According to the info.matlon and explanations given to us and on an' overal l examlnation of the balance sheet of the company, w€ report thatthe no funds ralsed cn short-term basis have been used for long-termInvestment and vlce versa"

(xvi i i ) According to the Infornation and explanations given to us, the companyhas not made p'referert ial al lotment of shares to part ies and companiescovered in the register maintained under section 301 of the Act"Accord ingly c lause 4(x ' r i i i ) o f the order is not appl icable to the company.

ffiContd" . " "4 . "

-4-

(x ix) The company has not issued any Debentures. Aecord ingty, c lause 4(x ix) o fthe order is not appl icaL le to the company"

(xx) The company has not r l ised any money by publ ic issues dur ing the year .Accord ingly , c lause 4(x> ) o f the order is not appl icable to the company.

(xxi) According to the information and explanations given to us, no fraud on orby the company has b':en noticed or reported during the course of ouraudi t ,

P lace: New Delh iDated:29th May, 2013

for P" R, KUMAR & CO"Chartered AccountantsF i rm Reg l No . : 003186N

ln ̂ \gMZI\J)^\ 1(DEEPAK SRTVASTAVA)PartnerM . N o " 5 0 L 6 1 5

SURYA INDIABALANCE SHEET

LIMITEDAS AT 31ST MARCH, 2OL3

PARTICULARS As At31 .03 .2013

As At31 .03 .20 t2

EOUITY AND LIABILITIES

SHAREHOLDERS FUNDShare CapitalReserves & Surplus

NON CURRENT LIABILITIESLong Term BorrowingsOther Long Term Liabi l i t iesLong Term Provisions

CURRENT LIABILITIESOther Short term Liabi l i t iesShort Term Provisions

ASSETS

NON CURRENT ASSETSFixed Assets-Tangible Assets-Intangible Assets

Non-current InvestmentsDeferred Tax Assets(Net)Long term Loan and Advances

CURRFNT ASSETSCqsh and Cqsh EquivalentsShort |erm Lgaps and AdvancesOther Current Assets

Signlflcant Accounting PoliciesNotes on Financial Statements

23

456

101 1\ 2

13L41 5

9

15 ,095 ,955 L,239 ,678L0,255,248 5 , 1 6 2 . 0 9 5

439,369,O52 4(J5,2L7,953

24r ,228,7O8 23L,g6L,zgl

69 ,858 ,320341",866,734

2 ,250 ,00042,795

24Lt24O$78

22,298,365116,020

L2,g2O,0oo

1 ,143 ,318LL3,g5g ,47 L

69 ,858 ,320326,692,736

2 ,250 ,000L5,024

231,985,226

62,298,36539,095

570,926LLO,325,351

, aZo-L(RAM BABU GOYAL)pirectorD IN: 01786962

Place: New Delh iDate: 29th Muy, 2013

Byert- "(JTTESH GRO\yER)Company SecretaryM. No": 231L6

47 ,69L,2004(J5,2L7,953

In terms of our Audit Report AttachedFor P, R. KUMAR & CO.Chaftered AccountantsFi rm Regi No. : 003186N

ku^ryz(DEEPAK SRTVASTAVI\)PartnerM . N o . : 5 0 L 6 1 5

L2-28

,,MARwAL)Managing DirectorD I N : 0 0 0 1 1 4 5 0

SURYA INDIA LIMITEDSTATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31STMARCH, 20' '3

PARTICULARS

rNc_gMERevenue from operationsOther IncomeTotal Revenue

EXPENDITUREEmpfoyee Benefit expenseFinance costsDepreciation and amorrtization expenProvislon against Standard AssetsOther expense

Earnlng per equlty sftares of facevafue of Rs. 1O eachBasfc & Diluted Earntng per Share

Slgnlffcant Accountlng policiesNgles on Flnanqlat Statements

3 1 . O 3 . 2 0 1 3

(fn Rs")

3 1 " 0 3 " 2 0 1 2

33,42L,2O2 27 ,469,1524,680 "240 2 5 1 , 4 1 9IOL,442 27,720,57{)

1 81 920

NOTE

1 6T 7

2 L

23

7 ,gB7 ,9531 ,893 ,4133,433,349

1 9 1 , 5 0 63,566,604

17 to7 824

2L102g161g

5,935,342(77,935)(2,787)

2 . L 7

5,724,re4r ,077 , r572,782,2O9

168,2953,24O,79L

992,5,46

L4t729,O24

4,\22,554(28,867)

1 . 5 2

Tofal fxpenses

Profit before Tax

Less; Tax expense:Current Tax 22Deferred TaxShort/(Excess) Provislqn of Taxes ofearller yearsProfit after Tax

I2-28

qt"P(PREETI AGARWAL)Managlng Directo;PIN i 000114s9

Qu<-_(RAM BABU GOYAL)DirectorPIlt : 01786962

In terms of our Audit Report AttacheclFor P. R. KUMAR & eO"

@\cr{(JTTESH GROVER)Company SecretaryM . N o . : 2 3 1 1 6

Chartered Accountants

(DEEPAK SRTVASTAVA)PartnerM . N o . : 5 0 1 6 1 5

Place: New DelhiDate; 29th Playr 2013

su_RYA rNprA ITMIIEA

CASH FLOW STATEMENT FOR THE YEAR ENDED 3TST MARCH, 2013Rs. In Lacs)

For the year

ended 31 .03 .20 f3For the year

e n d e d 3 1 " O 3 . 2 0 1 2

Cash Flow from Operatinq ActivitiesNet Profit before Tax

Adlustment fof -

Div idend ReceivedDepreciationProvision against Standard AssetsIncome Tax paidProfit on Sales of investmentOperatlng Profit before working Gapital Change

fijusteO for changes in:

f-oarl & AdvanceTrade Payable & Provislons

2) Cash Generated from OperatlonCagh frg.m Investlna Activitiea

Purchase of fixed AssetsDividend ReceivedSale of Investmentb) Cash used In investment aetlvity. : .Ca.sh from Flnance Activities

fl,epaymerlt of loan

!l Cash used in Financtng Acflvlty

Net Incrgase In cash and cash equlv.

Gash i Cash EquivalentpRellne Balance

Fioslng Palance

HqIETl, llgufes In bracket represent out flows,?1ce^sh I Qash equivalent represent cash and Bank Balances Onty.

- For and qn Behalf of Board

t) \f\' \ * tVl t ' ' / *

(PRrErr AGARWAT)PLACE I NEW DELHI Managing DirectorPATEQ I 29tfr May, iolr DrN: ooo1145o

We have verified the above cash flow statement of M/s Surya tndia Limited derived from

flnanctal statement for the year ended 31st March 2013 and 3tst March, 2012 and found the

2L0.29

(0 .66 )34.33

\ . 9 2(33 .07 )

212.81

( 13 . se )138.85

338.O7

(733 .00 )0 . 6 6

400 .00(332.34)

s.72

5 .71

11 .43

(DEEPAK SRTVASTAVA)Pa r tn erM , N o " : 5 0 1 " 6 1 5

the audited annual

same as shown in

r47 .28

( 0 . 7 1 )27 .82

1 . 6 8( 1e"6e)

156 .39

20"89(44.s3)

r.32.75

(s7 .01 )o:7 r

(s6"31)

(e3.43)

(e3.43)

(16.e8)

22.69

5 "71

pccordance therewith and also wlth lhe requlrement of clause 32 of the risting agreement with stock Exchange.

For P. R. KUMAR & CO"Chartered AccountantsFirm Reg" fo. : 003186N

tuPgPLACE : NEW DELHID4TEP ; 29 th May ,2013

6e*oN

t*.*

SURYA INDIA LIMITEDNotes to the FjnEncial Statements for the year ended 31st March, 2013Note- 1 SIGNIFICANT ACCOUNTING POIJCIES

A. Basis of Accountinq

The accounts have been prepared to comply in a l l mater ia l aspects wi th appl icab le account ing pr inc ip les inInd ia , the Account ing Standards issued by the Inst i tu te o f Char tered Accountants o f Ind ia and the re levantprov is ions of the Companies Act , 1956.

Accountino Convention

The f inancial statements are prepared under the historical cost convention on accrual basis, in accordancewi th genera l ly accepted account ing pr inc ipa l in Ind ia and to comply wi th the Account ing Standardsprescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Central Government inexercise of the power conferred under the subsection (1)(a) of section 642 and provisions of CompaniesA c t , 1 9 5 6 .

The preparation of the f inanc al statements in conformity to the above requires the management of thecompany to make estimates and assumption that affect the reported amounts of revenue and expenses ofthe year, reported balances. of the assets and l iabi l i t ies as on the date of the f inancial statement. Instancesof such estimates include future obl igation under the employee ret irement benefi t olans. Actual resultscould dif fer from those estimares.

Fixed AssetsFixed Assets are cap i ta l ised a: cost o f acquis i t ion inc lus ive o f f re ight , t ranspor ta t ion and other incrdenta lexpenses re la t ing to ins ta l la t ic r .

D. Deoreciat ionDepreciat ion on f ixed assets has been provided on Straight Lirre method at pro-rata basis, as per the ratesprescribed in Schedule XIV of the Companies Act, 1956. Cost of Leasehold Land is amort ised over leaseper iod.

F.

TaxationProvision for current tax is made after taking into consideration benefi ts admissible under the provisions ofthe Income Tax Act , 1961.

Deferred tax for t iming dif ferences between tax prof i ts and book profi ts is accounted for using the tax ratesand laws that have been enacted or substantial ly enacted as of the balance sheet date. Deferred taxassets are recognised to the extent there is reasonable certainty that these assets can be real ised infuture.

Addit ional Demand of TaxesPayment o f add i t iona l demand of Income Tax is accounted for on payment bas is . S imi lar ly re fund of aboveis accounted for "As and when received" basis.

InvestmentThe investments are c lass i f iec as cur rent investment or long- term investment . Current Investments arecarried at lower of Cost or Market Value, Long-term Investments are carr ied at cost and provision recordedto recognize any dec l ine, o ther than temporary , in the car ry ing va lue of such investment .

LeaseAssets g iven under lease where the s ign i f ica te por t ion o f r isk and rewards of ownersh ip are re ta ined by thecompany, are classif ied as operating lease. Lease rentals are charged to the statement of prof i t & Lossaccount on accrual basis.

AdvancesAdvances have beenfor possible losses onunder : -

Sub-Standard assetDoubtful assets

Loss assets

classi f ied as "Standard", "sub-standard" "Doubtful" and "Loss assets" and provis ionssuch advances are made as per prudent ia l norms issued by Reserve Bank of India as

LOo/o100o/o of unsecured portion Plus 20o/o/30o/o/5Oo/o of secured Dortiondepending upon the per iod for which advance has remaineddoubtful.

100o/o

@tt,25olo on Standard Advances is rrrade.

B .

c.

E .

G .

H .

Further, a general provision

SURYA INDIA LIMITEDNotes to the Financial Statements fqt thq year ended 3lst March, 2013|nepreV|oUsyear f lgUreshaVebeen'egrouped/rec|ass i f ied,whereVernecessf f i

31. "03 .2013

(In Rs.)As At

3 1 . 0 3 . 2 0 1 2

78,200,OOO

78,2OO,OOO

6 9 , 8 5 8 , 3 2 0

69r858132O

29,42t ,378106,956,34285,656,000

16,994,42L

L26,867L9J2Lt288

77 ,030,258L0,634,337

87 t664,595

2, t26 ,96785,537,729

As At

2. SHARE CAPTTALAUTHORISED CAPITAL78,20,0O0 (Previous year 78 ,20,000)Equi ty shares of Rs. 10/- each(o f the above share 2 ,320,OOOEquity Shares of Rs, LOt . of wereincreased pursuant to the jcheme ofAmalgamat ion o f T ickwe l l Commerc ia lL td . w i th the company) .

ISSUED. SUBSCRTBED & PAID-UP

69,85,832 (Prev ious year h9 ,85 ,832)Equ i ty share o f Rs .10 / - each fu l l y pa idup (of the above shares IB,SZ,77SEquity shares of Rs. 10/ each ful ly paidup al loted to the shareholders ofTickwel l Commercial Ltd. p t rsuant toscheme o f amalgamat ion w i th thecompany.

2 .1 . Deta i l o f shareho lder ho ld ing more than 5o lo o f shares :

3. RESERVES & SURPLUS

Capital ReserveRevenue Reserue On Amalga.nat ionShare Premium AccountStatutorv FundBalance as per Last Balance sheetAdd:Transferred from Su'plus instatement of Profit and LossClos ing Ba lanceProfit & Loss AccountBalance as per Last Balance sneetAdd:Prof i t for the year

Less Appropr iat ionTransferred to Statutory fund

78,200,000

6 9 , 9 5 8 , 3 2 0

69,859r32O

Name of Shareholder As At 31.O3.2013 As At 31.O3.2O12No. of

Shares heldo/o oJ Holding No. of

Shares heldo/o ol Holding

tYranonar Lat Agarwal 6 L 7 . 7 7 5 B . 8 4 6 t 7 , 7 7 5 8 . 8 4Amt r Aqa rwa 729,531 L0.44 729,531 5 . 4 6Anano Aqa rwa l 666,250 9 . 5 4I ota 2,O13,ss6 28.82 L,347,306 14.30

2.2 . Number o f shares ou ts tand ng a t beg inn ing & end o f year a re 6985832 There have been no change insha res .

2 9 , 4 2 L , 3 7 8L06,956,3428 5 , 6 5 6 , 0 0 0

L9,L21,298

3,034,80022,156,0gg

85,537,728t5 , t73 ,gg9

loot7Lt,726

3,0-?4190097,676,926

34r,966,?34 326,692t736

SURYA INDIA LIMITEDNotes to the Financial Statemen'lg for the ar ended 31st March, zOLg

4. LONG TERM BORROWINGSSecured LoansTerm loans From bankHDFC Bank L imi ted(Secured bY Equitable mortgage of

immovable proper ty s i t t ra ted at Sahara

Ma l l , Gurgaon)

4.1. Term Loan inc luding c r r rent matur i tyimmovable property sit trated at Sahara

Terms of rePayment

Rate of interest - 12,L0Yo

5. OTHER LONG TERM LIABILITIESSecurity DePosit agains: Rent

6. LONG TERM PROVISIONS

Gratu i ty (unfunded)Leave Encashment (unrunded)

OTHER SHORT TERM CURRENT LIABILITIES

Current Maturi t ies of Lc' 'ng termborrowings (Secured Ref.Note No.4)

Audit fees PayableAdvance receipts against sale of property

Other current l iab i l i t ies

SHORT TERM PROVISIONS

Provision for GratuitYProvision for Leave EncashmentProvision for Inccme TaxProvision against Stancard assets

( In Rs.As At As At

3 1 .O3. 2013 31 .O3.2012

vide note no.7 is secured by Equi table mortgage of

Ma l l , Gurgaon .

L imi t wi l l be drop by LO,42,000/- P. M in 96 equated

Month ly insta lments commencing f rom January, 2009,

and Ending on December, 2017. The company have

not made any defaul t in payment of in terest and

repayment of insta l lment as at repof t ing date.

2 ,250 ,000 2.250,0002125O,OOO 2,25O,OqO

t6,r75

42,795

6,2078,817

_Lst,O24

674, t_6o

5 6 5 , 5 1 8@

2 34,908

4,836,L79

120,9855,L62,O95-

26,620

7 .

444,9LL

67 4 ,16012 ,800 ,000

T , 1 7 6 , 8 8 415 ,O95,955

8 .

465,672

9,737 ,0395L2,49L

LO,255,248

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SURYA INDIA LIMITEDNotes to the Financial Statements for the year ended 3lst March, 2013-

As At As At3 1 . 0 3 . 2 0 1 3 3 1 . O 3 . 2 0 1 2

11. DEFERRED TAX ASSETS (NET):

Deferred Tax l-iabil i tyRelated to Fixed Assets

Deferred Tax AssetsRelated to Fixed AssetsProvis ion for devaluat ion in investmentProvision for standard AssetsOthers

Net Deferred tax Assets

12. LONG TERM LOAN AND ADVANCESCapital Advances

13. CASH AND CASH EOUIVALENTSBalance with bankCash- in -hand

14. SHORT TERM LOANS & ADVANCES(Unsecured considered good unlessstated, otherwise)Loans and Advances to related p:r t ies

Advance Recoverable in Cash or inKind or for value to be receivedSecur i ty Deposi t With Sahara Ma IAdvance Tax

34,7L29,897

6 2 , 1 4 49 , 2 6 7

1161020116,O20

1 2 , 9 2 0 . 0 0 012,92O,00O

!,714,28129,037

1,143,319

76.602,4r576t6O2,4L5

26,469,9392,958,7057 ,928,4\3

LL3tgsg,47t

32,896

9,89754,608

6 . 4 7 67Ot98138 085

5r7,54953,277

570,826

68,814,633681814r633

32,898,8r42,958,7055,653,199

1101325,351

14.1. Loans and Advances in the nature of Loans qiven to Associates

Name of company As At31 .O3.2013

( In Rs.)As At

31 .03 .2012Haldiram Snacks Pr ivate LimitedHaldiram Educat ional Society

AssociatesEntit ies over which keymanagement personneland their re lat ive areable to exercisesigni f icant inf luence

52,928,59723,673,8L8

67,314,1401,500,493

(i) Loans and Advances shown abo./e, fall under the category of Short Term Loans & Advances' in nature cfLoans and are repayable on demand

(ii) All the loans are interest bearing

15. OTHER CURRENT ASSETSTangible f ixed assets held for salr , (Ref, to Note No. 9(a)) 47,69r,200

ql,sgt,zoo

SURYA INDIA LIMITEDNotes to the Financial Stqqqlnents for the year ended 3lst March, 2Ol3

31. .03.2013 31.O3.201.2

16. REVENUE FROM SPEEATIONS

Interest Income

OtIet llEratlno lncomeRent Income from Immovable property

17" OTHERINCOMEDividend Income :- Current Investment- Other InvestmentProfit on Sale of InvestmentOther Non -operating Income (Refer ̂ 'lote l" & 2 below)

No-tesl1. Interest on income tax refund2. Interest on advance awarded by c,rurt as per order

L0,762,945

72,659,25733,42r,202-

55,4304,559,260

__1,6t4,69O

7,754,984

L9.7t4.16827,.469,Ls1:

zo,ioo

180 ,918

180 ,918

re

718,922105 ,182

4.900.000724,rO4

752,80535,148

_ 7,200,000-J,997,9s3-

Standard 15 "Employee Benefits" notified in the Companies (Accounting

Contrlbutlon to Deflned Contribution olan, recognized are charged off for the year are as under:-Employer's Contribution to Providentfund/ Penslon Scheme Nil

1 8 . 2 " @Jhe employees'gratuity scheme is a defined benefit plan. The present value of obligation is determined based on actuarialvaluatlon uslng the ProJected Unit Credit Method. Under the PUC method a projected accrued benefit is calculated at thebeglnnlnq of the perlod and again at the end of the period for each benefit that will accrue for all active member of theplan.

a, Reconclliation of opening and closlng balance of Defined Benefit Obligation

Gratuity Gratuity Leave LeaveEncashment Encashment

(Un-Funded) (Un-Funded) (Un-Funded) (Un-Funded)31.03.201.3 31-0E!,2O12 31.03.2013 31.O3.2O12

18" EMPLOYEE BENFFIT EXPENSESSalary, Allowances and BonusOther benefitsDirectors Remuneration

18.1, The dlsclosures required under Acrounting' Standards) Rules 2006, are given bel,1vv"

Defined Contribution Plan

Deflned Beneflts Obllgationof the vearlnterest CostCurrent Serylce CostBenefits paldActuarial (galn)/Loss

at beglnnlng

N i l

6,230498

8,416

1,o77

o,zso

L3,7251,098

L6,754

7L5

t3,725

Benefits atlon at r end

b" Seconclllatlon of opcnlng and closingyalue of pfan assetg . "Fair value of plan assets at beginning ofthe vear.Expected return on Plan assetsActuarial (gain)/LossEmployer ContributionBenefits paldFair value of plan assets at year endActual return on pfan assets

16,22L

N.A.

6.230

N.A .

32.292

N.A .

r:'izs

N.A .

E, Reconclllatlon of falr valur of assets and obligation

Falr value of plan assets as at 31"r l'arch2013

Present value of obligatlo! as on 31'tMarch 2011Amount recoonlzed in Balance Sheet 16,221 6.230 32.292 L3,725

SURYA INDIA LIMITEDNotes to the Financial Statements for the year ended 31st March, 2013

Gratuity Gratuity LeaveEncashment

(Un-Funded) (Un-Funded) (Un-Funded)31.O3.2013 31.O3.2012 31.O3.2013

LeaveEncashment

(Un-Funded)31 .O3 .2012

d . Expenses recognized during the year

Current Services CostInterest CostExpected return on plan assetsActuar ia l (ga in) / lossExpenses to be recognised in the statementof Profi t & Loss as Der actuarial vaiuation

8,416498

L ,0779 , 9 9 1

6,230

6,230

L6,7541 ,098

7L578,567

L3,7_25

rz jzs

e. Investment Detai ls o/o investedAs At

31.O3.2013

o/o investedAs At

31.O3.2012LIC Group Gratuity (Cash Accumulation)

f. Actuarial assumptionMortal i ty Table

Discount rate (per annum)Expected rate of return of plan assets (perannum)Rate of escalat ion in salary (oer annum)

Lrc (1994-96)dulv modified

8.500/o

6,00o/o

Lrc (1ee4-e5)dulv modified

8 ' 50o/o

6 , 0 0 %

The estimated rate of escalat ion ir salary considered in actuarial valuation takes into account inf lat ion, seniori ty, promotionand other relevant factors on long term basis. The above information is cert i f ied by the actuary.

19. FINANCIAL COSTInterest Expenses

t

20. DEPRECIATION AND AMORTISATION EXPENSESDepreciat ion and Amort isat ion for :he yearTangible AssetsIntangible Assets

21. OTHER EXPENSESAudit FeesProfessional ChargesConveyance and Travel l ingProperty TaxMisce l laneous Expenses

ADDITIONAL INFORMATION21.1. Expenditure in Foreign Currency

21.2. Payment to AuditorsAudi t FeeTax Audit feeTaxation Matter

22. CURRENTTAXCurrent tax

3,42r,3831 1 . 9 6 5

433,34

674,L60891 ,828334,2L6948,9267L7.474

_9,s65LqO4__

539 ,329L34,932449,440

11123,600

5,935,342

@

t ,077,L57t ,o77,LS7

2,770,24411 ,965

_2,782-2O9_

674, t60586,79L67t ,470948,926

3,24O,79L

254,386254,396

539,328t34,832330 .900

1,OO5,O6O

4 ,L22 ,554

4,122,554

SURYA INDIA LIMITEDNgtgs to the Financ

23, EARNING PER SHARES (BASIC & DULUTED}

"Earning per Share" is calcula 'ed in accordance wi th Account ing Standard-20, (Earnings per share) asprescr ibed under the companies Account ing Standards) Rules, 2006:-

As At31 .O3 .2013

As At31 .O3 .2012

15 ,173 .998 t0,634,337for the year (Rs.) 15 ,173 ,999 r0,634,337es outstanding dur ing the 6,995,932 6,995,932

2 . L 7 1 . 5 21 0 1 0

DISCTOSURES FOR ASSETS UNDER OPESATING TEASESThe company has given off ice prenises on operative lease Ref Note No.9 of Fixed Assets .The addlt ional disclosures requirel in terms of Accounting Standard (AS)-19- on "Leases" are as under:

Particulars

(b) Minimum future Lease Rentals on assets under operating Leases given :

Previous year figures have been g,ven in brackets

2s. RELATED qARW TRANSACTTONSAs per Accounting standard 18, 'ssued by the Institute of Chartered Accountants of India, the disclosure oftransactlons wlth the related paries as defined in accounting standard as identified by the management areg iven-be low: - .

24.

( a )

25.I" RELATIQNSHIP

a) Kgy Hanagement PerconnelPreetl AganivalPrlyanka Aganral

b) Relatlves of key MAnagement personnelAnand AgaryttalAshish Agarwal

Managing DirectorWhole Time Director

Spouse of Key Management personnelSpouse of Key Management personnel

c) Entitles over yrhich key management personnet andInfluencc.- Ascoclates

1. Haldiram Marketing Pvt. Ltd.2. Haldiram Snacks Pvt. Ltd.3. M.R. Equlpment & Warehousing pvt. Ltd.4, HRB Foods Pvt. Ltd.5. llaldlram Pioducts Pvt. Ltd.6. Haldlram Mfg. Co. Pvt. Ltd"7. Bright Agrotbch Pvt. Ltd8. Cfest Pevelgpers Pvt. Ltd.9, Coral Products Pvt. Ltd,10. flarmony Ngrotech Pvt. Ltd"11. HR Exploratlon Pvt. Ltd12. Alping Medlcare Pvt. Ltd.13. l'lRB Softech Pvt. Ltd.14. Haldirarn Trading Pvt. Ltd.15. Haldlram Ethnic Foods Pvt. Ltc,16. Adhunik Realators Pvt. Ltd.17. HR Snacks Pvt. Ltd.18. Haldiram Educational Society

their relative are able to exercise signifiearrt

Haldiram India pvt. Ltd.HR Lifecare Pvt. Ltd"Haldiram Overseas Ltd.Haldiram Charitable SocietyHaldiram Exports pvt LtdM. L. Aganrval (HUF)M.S. Agarwal (HUF)Pankaj Aganral (HUF)Ashish Aganrual (HUF)Anand Agarwat (HUF)Amit Agarwal (HUF)

19.20.2t.22.23.24.25"26.27.28.29"

Profit attributable to equity share

Weighted average number of sha

Of which not laterthan one year

Of which laterthan one yearbut not laterthan 5 years

Of which notlater than 5

years

L9,714.16822,659,25719,714,168

SURYA INDIA LIMITEDNotes to the Financial Statements for the r ended 31st March, 2013

25.2 The fol lowing transactions were carr ied out with retated part ies in the ordinary course of Business:

Particulars Associates company TotalKeyManagerialPersonnel

Relatives ofKey Manager ia l

person

Rent Received

Interest Received

Loan Paid

Share Application Money

Rent Receivable

other Payable

Total

22,659,257(Lg,7t4,L6g)IO,760,446(7,753,436)76,602,4L5

(68,914,633)

(13 ,790,000)3 ,589,063(733,245)

44,2I9

22,659,257(L9,7L4,L68)

LO,760,446(7,753,436)76,602,4r5

(68 ,814,633)

(13 ,790,000)3 ,588,063(733,245)

44,218

1 1 3 653,399Total (Previous Year) ,ffi

27" The company has created a reserve fund by way of transferring a sum at the rate of' accordance wlth the directions of the Reserve Bank of India in pursuance of theieglstratlon under section of 45 L4 of the Reserve Bank of India Act 1934.

25.3 The followlng transactions were carried out with Key Management personnel in the ordinary course ofbuslnessl

lF, Ttle comPany ha9 maqe Payment_of Rs. 29,58,705/- as securlty deposit with Sahara India for maintenance of itsflat h term of @nveyance deed of the flat and has shown the same as advances recoverable in schedute 6 to thebalance sheet.

1 1 3 653,3991 1 0 795.4A2

2Oo/o of its net profits inissuance of certificate of

ra. The c_orlBl} hgq.made a Provrsion at Rate of 0.25% of its standard Loans amounting to Rs. 1,91,506/- (previous' . year Rs, 168,?95./-) as per prudendal norms issued by Reserve Bank of India.

c\, ,ff

\+Y(PREETI aGARWAT)f'lanaglng DlrectqrDIN: 00011{5q

€u.L(RAM BABU GOYAL)DirectorpIN: 01786962

Place: New DelhlPate: 29th May, 2013

@e*(JTTEStTGROVER)Company SecretaryM . N o . : 2 3 1 1 6

In terms of our Audit Report AttachedFor P" R. KUMAR & CO.Chartered AccountantsFirm Reg. No.: 003186N{-ry(DEEPAK SRTVASTAVA)PartnerM " N o " : 5 0 1 6 1 5

lLo,795,4g2

Particulars As At3 1 . 0 3 . 2 0 1 2