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SURYA INDIA LIMITED

Registered Office Address: B-1/H-3 Mohan Co-Operative Industrial Estate, Mathura

Road, New Delhi-110044

Contact No. : 011- 45204115/18

-July 2015-

INFORMATION MEMORANDUM

(In accordance with BSE Direct Listing Norms)

2

INFORMATION MEMORANDUM

SURYA INDIA LIMITED

[Originally Incorporated as a Public Limited Company in the name & style of Surya India Limited with the Registrar of Companies, NCT of Delhi & Haryana vide Certificate of Incorporation dated 31st January, 1985. Subsequently, The Company obtained its certificate for commencement of Business from the Registrar of Companies, NCT of Delhi & Haryana on 12th February, 1985.The Company was registered with Reserve Bank of India as NBFC vide registration certificate no. 14.00.196 dated 04th March, 1998. The Corporate Identification Number of the Company is L74899DL1985PLC019991]

Registered Office : B-1/H-3 Mohan Co-Operative Industrial

Estate, Mathura Road, New Delhi-110044.

Phone No. : +91-11-45204115/18

Website : www.suryaindialtd.com

E-Mail : [email protected]

Company Secretary and

Compliance officer

: Mr. Jitesh Grover

Registrar & Share Transfer Agent : M/s. Skyline Financial Services Pvt. Ltd

D-153/A, 1st Floor, Okhla Industrial Area,

Phase-1, New Delhi – 110020

Tel: 011-26812682/83; Fax: 011-26812682

Email: [email protected]

NO EQUITY SHARES ARE PROPOSED TO BE ISSUED OR OFFERED

PURSUANT TO THIS INFORMATION MEMORANDUM

3

INFORMATION MEMORANDUM FOR TRADING OF 6,985,832 OF RS. 10/-

EACH FULLY PAID-UP

GENERAL RISK

Investment in Equity and Equity related securities involve a degree of risk and

investors should not invest in the equity shares of Surya India Limited unless

they can afford to take the risk of losing their investment. Investors are advised to

read the risk factors carefully before taking the investment decision in the shares

of Surya India Limited. For taking an investment decision, investors must rely on

their own examination of the Company including the risk involved.

ABSOLUTE RESPONSIBILITY OF SURYA INDIA LIMITED

Surya India Limited having made all the reasonable inquiries, accepts

responsibility for, and confirms that this Information Memorandum contains all

information with regard to Surya India Limited which is material, that the

information contained in the Information Memorandum is true and correct in all

material aspects and is not misleading in any material aspect, that the opinions

and intentions expressed herein are honestly held and that there are no other

facts, the omission of which makes this Information Memorandum as a whole or

any of such information or the expression of any such opinions or intentions

misleading in any material aspect.

LISTING

The Equity shares of Surya India Limited which are listed on Delhi Stock

Exchange* and Uttar Pradesh Stock Exchange are proposed to be listed on BSE

Limited.

*Recognition withdrawn w.e.f. 19.11.2014

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TABLE ON CONTENTS

S. No Title Page No.

I. Definitions and Abbreviations 5 - 6

II. Risk Factors

1. Certain Conventions – Use of Market Data 7 – 7

2. Forward – Looking Statements 8 – 8

3. Risk Factors 9 - 12

III. Introduction

1. Industry Overview 13 – 15

2. Business Overview 15 – 16

3. Management Discussion and Analysis 17 - 22

4. General Information 23 – 25

5. Capital Structure

6. Share Capital History of the Company

25 – 25

25 – 26

7. Summary of Financial Information 26 – 34

8. Corporate Governance 35 - 42

9. Shareholding Structure 42 – 54

10. Statement Showing the Details of Dividends

and Cash bonuses paid during the last 10 years.

11. Details of commission, brokerage, discount or

option for the issue of any kind of security

granted too any person

54– 54

54 – 54

IV. About Surya India Limited

1. History 55 – 57

2. Management 58 – 59

3. Promoters and Key Managerial Personnel 60 - 62

V. Outstanding Litigations 62 - 62

VI. Material Contracts and Agreements 62 - 63

VII Details of group/Subsidiary Companies 63 – 64

VIII. Declaration 64 - 65

5

I. DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, the following terms have the meaning given below. References to Statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

Term Description

“The Company”

or “Company” or

“SIL”

Surya India Limited, a Company incorporated under the

provisions of the Companies Act, 1956 having its registered

office at B-1/H-3 Mohan Co-Operative Industrial Estate,

Mathura Road, New Delhi-110044.

Conventional / General Terms / Abbreviations

Term Description

Act or Companies

Act

The Companies Act, 1956 and the amendments made

thereto from time to time

Article or AOA. Articles of Association of SIL

AGM Annual General Meeting

Auditors The Statutory Auditors of SIL being.

Board of Directors

/ Board

The Board of Directors of SIL

BSE BSE Limited

CDSL Central Depository Services (India) Limited

UPSE Uttar Pradesh Stock Exchange Limited

Depository A Depository registered with SEBI under the Securities and

Exchange Board of India (Depositories and Participants)

Regulations, 1996, as amended

Depository

Participant / DP

A Depository Participant as defined under the Depositories

Act

DIN Director Identification Number

Director(s) Director(s) of SIL, unless otherwise specified

DSE Delhi Stock Exchange Limited

EGM / EoGM Extraordinary General Meeting of the Shareholders of the

Company

EPS Earnings Per Share i.e. profit after tax per share

Equity Shares Equity Shares of the Company of face value of Rs. 10/-

each, unless otherwise specified in the context thereof

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999, together with

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rules and regulations there under

Financial Year /

Fiscal Year / FY

12 months period ending on March 31 of a particular year

HUF Hindu Undivided Family

IM Information Memorandum

IT Information Technology

I.T. Act The Income Tax Act, 1961

MD Managing Director

MOA. Memorandum of Association of SIL

N.A. / N/A Not Applicable

NAV Net Asset Value

NCR National Capital Region

NCT National Capital Territory

NSDL National Securities Depository Limited

p.a. Per annum

PAN Permanent Account Number allotted under the Income

Tax Act, 1961 of India

RBI Reserve Bank of India

RoC Registrar of Companies, NCT of Delhi & Haryana

Rs. / Rupees / ` Indian Rupees

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI Securities and Exchange Board of India constituted under

the Securities and Exchange Board of India Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI Insider

Trading

Regulations

Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 1992

SEBI (SAST)

Regulations / SEBI

Takeover Code

Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeover) Regulations, 2011

USD / $ U.S. Dollar

WTD Whole-time Director(s)

7

II. RISK FACTORS

1. USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND

CURRENCY OF PRESENTATION

Financial Data

Unless indicated otherwise, the financial data in this Information Memorandum

is derived from our financial statements prepared in accordance with the

Generally Accepted Accounting Principles in India (“Indian GAAP”) and the

Companies Act, 1956, as amended (“Companies Act”) included elsewhere in this

Information Memorandum. The financial year commences on April 1 and ends

on March 31, so all references to a particular financial year are to the twelve-

month period ended March 31 of that year. In this Information Memorandum,

any discrepancies in any table between the total and the sums of the amounts

listed are due to rounding off.

Industry and Market Data

Unless stated otherwise, industry data and the market data used throughout this

Information Memorandum have been obtained from industry publications,

websites and other authenticated published data. Industry publications generally

state that the information contained in those publications has been obtained from

sources believed to be reliable but that their accuracy and completeness are not

guaranteed and their reliability cannot be assured. Although, the Company

believes that industry data used in this Information Memorandum is reliable, it

has not been independently verified. Similarly, internal company reports, while

believed by us to be reliable, have not been verified by any independent sources.

The extent to which the market and industry data used in this Information

Memorandum is meaningful depends on the readers familiarity with the

understanding of the methodologies used in compiling such data. There are no

standard valuation methodologies or accounting policies in the said industry in

India and methodologies and assumptions may vary widely among different

industry sources.

Currency Information

All references to “Rupees” or “Rs.” or “INR” or “`” are to Indian Rupees, the

official currency of the Republic of India. All references to “$”, “US$”, “USD”,

“U.S.$”, “U.S. Dollar(s)” or “US Dollar(s)” are to United States Dollars, the

official currency of the United States of America.

8

2. FORWARD LOOKING STATEMENTS

This Information Memorandum contains certain words or phrases, including,

“will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”,

“anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”,

“would”, “objective”, “goal”, “project”, “should”, “will pursue” and similar

expressions or variations of such expressions, that are forward-looking

statements. All forward-looking statements are subject to risks, uncertainties and

assumptions that could cause actual results to differ materially from those

contemplated by the relevant forward-looking statement.

Important factors that could cause actual results to differ materially from the

Company’s expectations include, among others:

Changes in law and regulations that apply to the industries in India, wherein

the Company is operating;

Increasing competition and the conditions of the customers of the Company;

Changes in Government Policies;

The Company’s ability to successfully implement its strategy, growth and

expansion plans;

General economic and business conditions in the markets in which the

Company operates and in the local, regional and national economies;

Changes in the value of the Rupee vis-à-vis other currencies;

Changes in political and socio-economic conditions in India;

The Company’s ability to meet its capital expenditure requirements;

Fluctuations in operating costs;

Company’s ability to attract and retain qualified personnel;

Changes in technology;

The performance of the financial markets in India and globally; and

Any adverse outcome in the legal proceedings in which the Company is

involved.

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3. RISK FACTORS

A. INTERNAL RISK FACTORS

1. Our business is vulnerable to interest rate risk. Changes in interest rate

may affect our operational income and adversely affect our financial

performance and profitability.

Management Perception

In our NBFC business, we are exposed to the risk of higher interest rates. If

the yield on our Company’s interest –earning assets does not increase at the

same time or to the same extent as our cost of funds, or our cost of funds does

not decline at the same time or to the same extent as the yield on its interest

earning assets, our net interest income and net interest margin would be

adversely impacted. This could have a material adverse effect on the financial

performance.

2. Our Company may experience delays in enforcing the collateral when

borrowers default on their obligations, which will result in failure to

recover the expected value of collateral and affect our financial

performance.


Our Company may not be able to realize the full value of the collateral as a

result of delays in bankruptcy and foreclosure proceedings, inability to

foreclose, defects in the title of collateral, fraudulent transfers by borrowers

and other factors which includes legislative changes and judicial

pronouncements. The inability to recover the expected value of collateral

could expose our Company to losses, which will have impact on business and

financial performance.

3. If our company fails attract and retain key employees, our operations could

be affected.


The Company believes that human resource is most important element for

success of any organization. The company takes every step to promote feeling

of belongingness among its employees and maintains a separate Human

Resource department to care of concerns and well-being of employees. The

staff turnover in the company is considerably less as compared to the

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industry. In any case, skilled and/or trained manpower is available in the

market. It has a strong Culture & Corporate Core Values.

4. The changes in the regulations that govern our Company could cause the

business to suffer.


NBFCs in India are regulated by the RBI. Any changes in the regulatory

framework will affect the profitability of our business and our future financial

performance.

B. EXTERNAL RISK

1. A slowdown in economic growth in India could cause business to suffer.


The performance and growth of the company and the industry are dependent

on the health of the Indian economy as well the secondary industries. The

economy could be adversely affected by various factors such as political or

regulatory action, including adverse changes in liberalization policies, social

disturbances, terrorist attacks and other acts of violence or war, natural

calamities, interest rates, commodity and energy prices and various other

factors.

Any slowdown in the Indian economy may adversely impact business and

financial performance and the price of Equity Shares.

2. Political instability or changes in the government could delay the

liberalization of the Indian economy and adversely affect economic

conditions in India generally, which could impact financial results and

prospects.

Since 1991, successive Indian governments have pursued policies of economic

liberalization, including significantly relaxing restrictions on the private

sector. Nevertheless, the role of the Indian central and state governments in

the Indian economy as producers, consumers and regulators has remained

significant. The leadership of India has changed many times since 1996. The

current central government is headed by the Indian National Congress and is

a coalition of several political parties. Although the current government has

announced policies and taken initiatives that support the economic

liberalization policies that have been pursued by previous governments, the

11

rate of economic liberalization could change, and specific laws and policies

affecting industry, foreign investment and other matters affecting investment

in securities could change as well.

3. Any downgrading of India’s debt rating by an independent agency may

harm ability to raise debt financing.

Any adverse revisions to India’s credit ratings for domestic and international

debt by international rating agencies may adversely affect ability to raise

additional financing and the interest rates and other commercial terms at

which such additional financing is available. This could have a material

adverse effect on capital expenditure plans, business and financial

performance.

4. Terrorist attacks, civil unrest and other acts of violence or war involving

India and other countries could adversely affect the financial markets and

our business.

Terrorist attacks and other acts of violence or war may negatively affect the

Indian financial markets and also adversely affect the worldwide financial

markets. In addition, any deterioration in relations between India and its

neighboring countries might result in investor concern about stability in the

region, which could adversely affect the business. India has witnessed civil

disturbances in the past and it is possible that future civil unrest as well as

other adverse social, economic and political events in India could have a

negative impact. Such incidents could also create perception in the minds of

investors that, investment in Indian Companies involve a higher degree of

risk.

5. Natural calamities could have a negative impact on the Indian economy and

cause our business to suffer.

India has experienced natural calamities such as earthquake, tsunami, floods

and drought in the past. The extent and severity of these natural disasters

determines their impact on the Indian economy, which have a adverse impact

on our business.

6. Factors affecting Indian economy in general

Like any other entity, our financial results are also affected by the macro

economic factors determining the growth of the Indian economy in general

12

and continued growth of the securities market. The Growth of our business

and ability to maintain the growth is influenced by the growth rate of the

securities market indicators. Any slowdown in Indian economy or slowdown

in securities market or any changes in government regulation could have an

impact on our financial performance.

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III. INTRODUCTION 1. INDUSTRY OVERVIEW:

The Indian economy has been witnessing high rates of growth in the last few

years. Financing Requirements have also risen commensurately and will continue

to increase in order to support and sustain the tremendous economic growth.

Indian Financial Services Industry is an innovative, competitive and thriving

financial services industry in any country plays a vital role in its smooth

functioning and development. India's financial services sector has posited a

stable growth curve over the years driven by sound fundamentals, rising

personal incomes corporate restructuring, financial sector liberalization and the

growth of a consumer-oriented, credit-oriented culture. This has led to the

increasing demand for financial products, including consumer loans (especially

for cars and homes), as well as for insurance and pension products. The soaring

demand for financial services offers promising investment prospects.

In the multi-tier financial system of India, Non-banking financial companies

(NBFCs) continue to grow profitably by meeting the credit needs primarily of

self-employed borrowers while maintaining reasonable asset quality and prudent

level of leveraging.

14

NBFCs have been playing a complementary role to the other financial institutions

including banks in meeting the funding needs of the economy. They help fill the

gaps in the availability of

Financial services that otherwise occur in bank-dominated financial systems. The

gaps are in regards the product as well customer and geographical segments.

NBFCs over the years have played a very vital role in the economy. They have

been at the forefront of catering to the financial needs and creating livelihood

sources of the so-called unbankable masses in the rural and semi-urban areas.

Through strong linkage at the grassroots level, they have created a medium of

reach and communication and are very effectively serving this segment. Thus,

NBFCs have all the key characteristics to enable the government and regulator to

achieve the mission of financial inclusion in the given time.

NBFCs Industry Structure:

Growing Path of NBFCs

NBFCs are rapidly gaining prominence as intermediaries in the retail

finance sphere.

15

More than 80% of equipment leasing and hire purchase activity in India is

financed by NBFCs.

The Asset under Management of NBFCs in retail finance has tripled over the period 2007-12. Going forward the AUM is expected to triple again in future.

Future growth will be driven by new products like gold loans which is expected to expand at a CAGR of 40-50 per cent

New RBI guidelines on NBFCs with regards to capital requirement, provisioning norms and enhance disclosures requirements are expected to benefits the sector in long run.

2. BUSINESS OVERVIEW:

Surya India Limited (registered with the Reserve Bank of India (RBI) as a Non-

Banking Financial Company), engaged mainly, in the business of providing

Loans & Advances and investing in shares, both quoted and unquoted. The

Company offers specialized solutions for meeting specific liquidity requirements

with technical insights into capital markets.

16

Opportunities and Threats:

Capital markets at present are going through turbulent times due to slow-down

in domestic economy, slow-down in reforms, uncertain global economic

environment, economic crisis faced by a few countries in Europe, fluctuations in

currency rates, etc. Although the inflation has remained steady during the year

but it is still under pressure due to hike in petrol prices, burden of diesel

subsidies, high fiscal deficit, etc. However, we feel that the opportunities will

soon arise in the markets upon the corrective policies by the government and

better fiscal management which will strengthen the economy.

The NBFC industry holds immense potential and the Government of India's

increased focus towards Financial Inclusion has created various opportunities for

existing NBFCs to leverage on their established customer base in rural areas. The

recent steps by the Government of India to create Infrastructure for NBFC and to

provide banking license for NBFCs is a positive signal. The above opportunities

have made the Industry highly competitive with the emergence of new category

of systematically important NBFCs. alongwith existing local and Multinational

players leading to tough competition within the industry.

Challenges & Future Outlook-

While NBFCs have witnessed substantial growth over the years, there are few

areas of concern which need to be addressed. For instance, while NBFCs have

enjoyed an edge over banks in semi-urban & rural markets where banking

network is not yet strong, they have limited spread in urban markets.

Nonetheless, in recent years, NBFCs have begun to create niches for themselves

that are often neglected by banks. These primarily include providing finance to

non-salaried individuals, traders, transporters, stock brokers, etc.

The growth of the Company depends directly upon the performance of the

Securities Market, the Regulatory framework and other micro and macro-

economic factors in the economy viz-a-viz movements in the interest rates,

fluctuation in the currency rates, etc. that have a direct bearing on the

investment decisions of the Company.

Barring unforeseen circumstances, the Company has huge growth prospects

and is currently chalking out the roadmap to penetrate into new RBI approved

segments for NBFCs.

17

3. MANAGEMENT DISSCUSSION AND ANALYSIS REPORT

A. INDUSTRY STRUCTURE AND DEVELOPMENTS:

Surya India Limited is a NBFC and is engaged mainly in the business of

providing Loans & Advances and investing in shares, both quoted and

unquoted. The industry structure relevant to the Company’s operations is

mainly concerned with the capital market.

The NBFCs sector is undergoing a significant transformation at present and

has come to be recognised as an important element of the financial system.

The recent issue in financial sector has highlighted the necessity, importance

and significant role, the NBFCs play in development of nation’s

infrastructure.

In the financial system of India, importance of NBFCs has been much

discussed. RBI has been setting right its regulatory and supervising policies

from time to time to keep pace with the changes in the environment.

NBFCs have been actively fuelling the growth of the economy – especially the

infrastructure part of the economy and have been supplementing the Banking

system effectively and thus enhancing competition and diversification in the

financial sector

The NBFCs have attracted substantial investments during the recent years

both from the retail and from the wholesale side. The growth also has been

significant during this year. The NBFCs have been catalysts in accelerating the

growth in the semi urban and rural areas. The projections made by RBI and

other financial forecasts give substantial growth opportunities for the

industry in the coming years.

B. ECONOMY OVERVIEW:

Indian economy is adversely affected by persistent inflation over the last few

years. The rising incomes dropped the purchasing power of the population,

driving consumption demand in sectors, where supply lagged particularly, in

food grain and non-food-grain commodities, Sharp increase in international

prices of fuels also contributed to inflationary pressure. The Government has

been going very slow on various reforms, expected by large investors and

market. Market participants were particularly concerned about subsidies—

fertilizer, food and fuel; falling rupee against dollar; unreported corruptions;

18

widening current account and fiscal deficits. Net Buys by the Foreign

Institutional investors have been declining during the year as compared to

these of the earlier years. Economic situations in Euro Zone countries and

other priced the Capital Market towards losses.

The NBFCs sector has undergone a significant transformation in the past few

years and has come to be recognized as a systemically important element of

the financial system. The recent global financial crisis has also highlighted the

regulatory imperatives concerning the non-banking financial sector and the

risks arising from regulatory gaps, arbitrage and systemic inter-

connectedness.

In the multi-tier financial system of India, importance of NBFCs in the Indian

financial system is much discussed by various committees appointed by RBI

in the past and RBI has been modifying its regulatory and supervising

policies from time to time to keep pace with the changes in the system. NBFCs

have turned out to be engines of growth and are integral part of the Indian

financial system, enhancing competition and diversification in the financial

sector, spreading risks specifically at times of financial distress and have been

increasingly recognized as complementary of banking system at competitive

prices. Since the 90s crisis the market has seen explosive growth, as per a Fitch

Report 1 the compounded annual growth rate of NBFCs was 40% in

comparison to the CAGR of banks being 22% only.

C. OPPORTUNITIES AND THREATS:

Capital markets at present are going through turbulent times due to slow-

down in domestic economy, slow-down in reforms, uncertain global

economic environment, economic crisis faced by a few countries in Europe,

fluctuations in currency rates, etc. Although the inflation has remained steady

during the year but it is still under pressure due to hike in petrol prices,

burden of diesel subsidies, high fiscal deficit, etc. However, we feel that the

opportunities will soon arise in the markets upon the corrective policies by

the government and better fiscal management which will strengthen the

economy.

The NBFC industry holds immense potential and the Government of India's

increased focus towards Financial Inclusion has created various opportunities

for existing NBFCs to leverage on their established customer base in rural

areas. The recent steps by the Government of India to create Infrastructure for

NBFC and to provide banking license for NBFCs is a positive signal. The

19

above opportunities have made the Industry highly competitive with the

emergence of new category of systematically important NBFCs. alongwith

existing local and Multinational players leading to tough competition within

the industry.

D. OUTLOOK:

Outlook for the Company is linked to Capital Market. The Board of Directors

of the Company believes that Company’s Investments in the equity shares of

various companies would reasonably perform in the ensuing years.

The role of NBFCs has become increasingly important from both the

macroeconomic perspective and the structure of the Indian financial system.

Over a period of time, one has to accept; that it is only those which are big

enough and serious about being in the finance business will and must grow.

To survive and constantly grow. NBFCs have to focus on their core strengths

while improving on weaknesses. They have to constantly search for new

products and services in order to remain competitive. The coming years will

be testing ground for the NBFCs and only those who will face the challenge

and prove themselves will survive in the long run.

For several years, NBFCs have rapidly emerged as an important segment of

the Indian Financial System. The sector is now being recognized as

complementary to the banking sector due to the implementation of innovative

marketing strategies, introduction of tailor made products, customer-oriented

services, attractive rates of return on deposits and simplified procedures.

E. RISK & CONCERNS:

As an NBFC, the Company is subjected to both external risk and internal risk.

External risk due to interest rate fluctuation, slowdown in economic growth

rate, political instability, market volatility, decline in foreign exchange

reserves, etc. Internal risk is associated with your Company's business which

includes deployment of funds in specific projects, diversification into other

business operations, retention of talented personnel, managing effective

growth rate, volatility in interest rate, NPAs in portfolio, changes in

compliance norms and regulations, contingent liabilities and other legal

proceedings. Your Company recognizes the importance of risk management

and has invested in people, process and technologies to effectively mitigate

the above risks.

20

Company’s performance is closely linked to the Indian Capital Market as the

company has investments in both quoted as well as unquoted shares. These

investments represent a substantial portion of the company’s business and are

vulnerable to fluctuations in the stock market. Any decline in the price of

quoted investments may affect its financial position and results of operations.

The value of the company’s investments may be affected by factors affecting

capital markets such as price and volume volatility, interest rates, currency

exchange rates, foreign investment, government policy changes, political and

economic developments, crude oil prices and economic performance abroad,

etc.

The Company’s success largely depends upon the quality and competence of

its management team and key personnel. Attracting and retaining talented

professionals is therefore a key element of the company’s strategy. The

resignation or loss of key management personnel may have an adverse impact

on the Company’s business, its future financial performance and the result of

its operations.

As a non-deposit taking NBFC, the Company is subjected to regulations by

Indian governmental Authorities, including the Reserve Bank of India. Their

Laws and regulations impose numerous requirements on the Company

including prescribed levels of capital adequacy, solvency requirements and

liquid assets. There may be future changes in the regulatory system or in the

enforcement of the Laws and regulations that may adversely affect the

Company’s performance.

Moreover, any slowdown in the economic growth in India could cause the

business of the Company to suffer. Recently, the growth of industrial

production has been variable. Any slowdown in Indian economy could

adversely affect the Company’s business.

F. ADEQUACY OF INTERNAL CONTROL:

The Company has an adequate internal controls system commensurate with

its size and the nature of its business. All the transactions entered into by the

Company are duly authorized and recorded correctly. All operating

parameters are monitored and controlled. The top management and the Audit

Committee of the Board of Directors review the adequacy and effectiveness of

internal control systems from time to time.

21

G. HUMAN RESOURCE DEVELOPMENT

The Company believes that its people are a key differentiator, especially in

knowledge driven, competitive and global business environment. Adapting

work culture to suit the dynamic balancing of people requirements and

employee needs is an ongoing process. Our people are the company’s greatest

assets. Your company focuses on increasing the overall productivity per

employee in the challenging market conditions. Men are the only active agent

and acts as a catalyst in effective utilization of all other M’s (Material,

Machine and Money). The Board of Directors of your company would like to

place on record their sincere appreciation for the efforts and contribution

made by all the employees of the Company in the challenging environment.

Your Directors take this opportunity to thank all employees for rendering

impeccable services to every constituent of Company, customers and

shareholders. The Company has a well-defined appraisal system to assess and

reward the employees appropriately and also to gauge the potentials of the

individuals.

H. SEGMENT-WISE PERFORMANCE

The Company is into single reportable segment only

I. CAUTIONARY STATEMENT

Investors are cautioned that this discussion contains statements that involve

risks and uncertainties. Words like anticipate, believe, estimate intend, will,

expect and other similar expressions are intended to identify “Forward

Looking Statements”. The company assumes no responsibility to amend,

modify or revise any forward looking statements, on the basis of any

subsequent developments, information or events. Actual results could differ

materially from those expressed or implied. Important factors that could

make the difference to the Company’s operations include cyclical demand

and pricing in the Company’s principal markets, changes in Government

Regulations, tax regimes, economic developments within India and other

incidental factors.

J. APPRECIATION

Your Directors would like to express their sincere appreciation of the co-

operation and assistance received from the shareholders, bankers and other

government agencies during the year under review.

22

K. DISCUSSIONS ON FINANCIAL PERFORMANCE:

The Company has recorded increase in sales by 17.66% at the end of Financial year March 31, 2015 as compared to March 31, 2014 and in Profit before tax by 18.28% in comparison to the financial year ended March 31, 2014.

(Amount in Rs.)

Highlights 2014 - 15 2013 - 14

Sales 40,327,046 34,274,654

Other Income 312,750 17,816,150

Profit for the year before tax 40,639,796 34,357,643

Provision for taxation 5,541,862 5,736,487

Deferred Tax (70,528) (774,575)

Net Profit For Appropriation 9,444,548 29,395,731

23

4. GENERAL INFORMATION

The Company was incorporated with name Surya India Limited and the

Certificate of Incorporation was granted by the Registrar of Companies, NCT of

Delhi & Haryana on 31st January, 1985. The Company obtained its certificate for

commencement of Business from the Registrar of Companies, NCT of Delhi &

Haryana on 12th February, 1985. The Company was registered with Reserve Bank

of India as NBFC vide registration certificate no. 14.00.196 dated 04th March, 1998.

The Corporate Identification Number of the Company is

L74899DL1985PLC019991.

a) Eligibility Criterion

The Company is submitting its Information Memorandum, containing

information about itself, making disclosures in line with the disclosure

requirement for public issues, as applicable, to BSE for making the said

Information Memorandum available to public through their website viz.

www.bseindia.com

b) Prohibition by SEBI

The Company, its directors, its promoters, other companies promoted by the

promoters and companies with which the company’s directors are associated as

directors have not been prohibited from accessing the capital markets under any

order or direction passed by SEBI.

c) Caution

The Company accepts no responsibility for statements made otherwise than in

the Information Memorandum or any other material issued by or at the instance

of the Company and anyone placing reliance on any other source of information

would be doing so at his or her own risk. All information shall be made available

by the company to the public and investors at large and no selective or additional

information would be available for a section of the investors in any manner.

d) Disclaimer Clause of BSE

As required, a copy of this Information Memorandum is being submitted to BSE.

The BSE does not in any manner:

Warrant, certify or endorse the correctness or completeness of any of the

contents of this Information Memorandum; or

http://www.bseindia.com/

24

Warrant that this Company’s securities will be traded or will continue to be

traded on the BSE; or

Take any responsibility for the financial or other soundness of this Company,

its promoters, its management or any scheme or project of this Company;

And it should not for any reason be deemed or construed to mean that this

Information Memorandum has been cleared or approved by the BSE. Every

person who desires to acquire any securities of this company may do so pursuant

to independent inquiry, investigation and analysis and shall not have any claim

against the BSE whatsoever by reason of any loss which may be suffered by such

person consequent to or in connection with such subscription / acquisition

whether by reason of anything stated or omitted to be stated herein or for any

other reason whatsoever.

e) Listing

Application has been made to BSE for permission to deal in and for an official

quotation of the Equity Shares of the Company.

f) DEMAT Credit

The Company has executed Agreements with NSDL and CDSL for its securities

in DEMAT form as per the following details:

(i) Dematerialization of Shares

Tripartite agreements have been signed between the Company, the Registrar &

Share Transfer Agent (RTA) and CDSL and NSDL. The ISIN No. allotted to the

Company is INE446E01019.

(ii) Registrar & Share Transfer Agent

Skyline Financial Services Pvt Ltd D-153/A, 1st Floor Okhla Industrial Area, Phase - I, New Delhi-110020

g) Auditors

M/s P. R. Kumar & Company, Chartered Accountants, New Delhi

25

h) Bankers to the Company

Yes Bank, 1St Floor, Community Center, New Friends Colony, New Delhi - 110065

i) Compliance Officer

Mr. Jitesh Grover, Company Secretary (Investors can contact the Compliance Officer in case of any share transfer related problem.) 5. CAPITAL STRUCTURE

Particulars Amount (in Rs)

(A) Authorized Share Capital

78,20,000 Equity Shares of Rs. 10/- Each 7,82,00,000.00

(B) Issued, Subscribed and Paid-up Equity Capital

69,85,832 Equity Shares of Rs. 10/- Each 6,98,58,320.00

Further, note that the Company has not issued any security which is pending for

conversion.

6. SHARE CAPITAL HISTORY OF THE COMPANY

Date of

Issue

Type of Issue Issue

Price

(In

Rs.)

No. of

Shares

Issued/

(Forfeited)

Cumulativ

e Capital

(No. of

Shares)

Type of

Shares

02/02/1985 Subscribers to the

Memorandum of

Association (on

formation of

Company).

10 7 70 Equity

15/09/1986 Public Issue 10 2,44,993 2,45,000 Equity

10/02/1992 Right Issue 10 7,35,000 9,80,000 Equity

26

03/02/1995 Right Issue 10 4,90,000 14,70,000 Equity

01/01/1998 Preferential Allotment 30.80 9,45,000 24,15,000 Equity

16/06/1998 Due to Merger with

Sunflag Securities

Private Limited

- 92,632 25,07,632 Equity


Thrive Consultants

Limited

- 7,92,550 33,00,182 Equity

19/11/2001 Preferential Allotment 70 11,00,000 44,00,182 Equity


Haldiram Indian

Snacks Limited

- 7,32,875

51,33,057 Equity


Tickwell Commercial

Limited

- 18,52,775 69,85,832 Equity

7. SUMMARY OF FINANCIAL INFORMATION

Statement of Assets & Liabilities for the financial year ended 2014 – 15, 2013-

14, 2012-13 & 2011-12.

(Amount in Rs. Lac)

PARTICULARS year ended

31.03.2015

year ended

31.03.2014

year ended

31.03.2013

year ended

31.03.2012

EQUITY AND LIABILITIES

Shareholder’s Funds

Share Capital 698.58 698.58 698.58 698.58

Reserves & Surplus 3807.07 3,712.62 3,418.66 3,266.92

Non- Current Liabilities

Long-term borrowing - - - -

Deferred tax liabilities (Net) - - - -

27

Other Long term liabilities 22.50 22.50 22.50 22.50

Long-term provision 41.01 17.98 0.43 0.15

Current Liabilities

Short-term borrowing 58.00 - - -

Trade payables - - - -

Other Short-term liabilities 18.61 16.21 150.96 12.40

Short-term provisions 12.40 25.53 23.27 51.62

TOTAL 4658.18 4,493.42 4,314.40 4,052.17

ASSETS

Non-current assets

Fixed Assets 2965.94 3,001.52 2,412.41 2,319.85

Non-current Investments 221.45 221.56 222.98 622.98

Deferred Tax Assets(Net) 9. 61 8.90 1.16 0.38

Long-term loans and

advances

- 11.90 129.20 -

Current assets

Trade receivable 6.22 12.00 36.25 -

Cash and cash equivalents 12.20 5.63 11.43 5.71

Short-term loans and

advances

1442.76 1,231.91 1,024.06 1,103.25

Other current assets - - 476.91 -

TOTAL 4658.18 4,493.42 4,314.40 4,052.17

*For the financial year ended 2014-15, 2013-14, 2012-13 and 2011-12, figures

have been computed in accordance with Revised Schedule VI.

28

Statement of Assets & Liabilities for the financial year ended 2010-11 & 2009-10

(Amount in Rs. Lac)

PARTICULARS Year ended 31.03.2011

Year ended 31.03.2010

EQUITY AND LIABILITIES

Shareholder’s Funds

Share Capital 698.58 698.58

Reserves & Surplus 3,160.59 3,118.71

Non- Current Liabilities

Long-term borrowing 136.62 739.81

Deferred tax liabilities (Net) - 0.55

Other Long term liabilities - -

Long-term provision - -

Current Liabilities

Short-term borrowing - -

Trade payables 3.76 17.28

Other current liabilities 32.66 34.24

Short-term provisions 34.64 36.08

TOTAL 4,066.85 4,645.25

ASSETS

Non-current assets

Fixed Assets 2,290.66 1,841.35

Long-term loans and advances - -

Other non-current assets - -

Current assets

Inventories - -

29

Trade receivable - -

Cash and cash equivalents 22.69 10.11

Short-term loans and advances 1,130.43 2,617.49

Other current assets 623.07 176.31

TOTAL 4,066.85 4,645.25

*For the financial year ended 2010-11 & 2009-10 the figures have been

computed in accordance with Revised Schedule VI

Statement of Profit & Loss Account for the financial year ended 2014-15, 2013-

14, 2012-13 & 2011-12

(Amount in Rs. Lac)

Particulars Year ended 31.03.2015




INCOME

Income from Operations 403.27 342.74 334.21 274.69

Other Income 3.13 178.16 46.80 2.51

TOTAL 406.40 520.90 381.01 277.20

EXPENDITURE

Cost of materials consumed - - - -

Change in inventories of

finished goods

- - - -

Employee benefits

expenses

109.60 99.88 79.88 57.24

Finance costs 0.65 2.09 18.93 10.77

Depreciation and

amortization expenses

59.00 39.70 34.33 27.82

Provision against Standard

assets

3.48 2.98 1.92 1.68

Provision against

Investment

0.12 - - -

30

Other expenses 84.38 32.69 35.67 32.41

TOTAL 257.24 177.33 170.73 129.93

Profit/Loss Before Tax 149.16 343.58 210.29 147.28

Add/Less: Provisions for

Current Tax

55.42 68.74 59.35 41.23

Profit after Tax 93.74 274.84 150.94 106.05

Add/Less: Deferred

Tax

(0.71) (7.75) (0.78) (0.29)

Add/Less:

Short/(Excess)

Provision of Taxes of

earlier years

- 0.52 (0.03) -

Add/Less: MAT Credit - (11.90) - -

Profit for the year 94.45 293.96 151.74 106.34

Earning per equity share :

Basic & Diluted Earnings

Per Shares

1.35 4.21 2.17 1.52

*For the financial year ended 2014-15, 2013-14, 2012-13 and 2011-12, figures

have been computed in accordance with Revised Schedule VI.

Statement of Profit & Loss Account for the financial year ended 2010-11 &

2009-10.

(Amount in Rs. Lac)

PARTICULARS Year ended

31.03.2011

Year ended

31.03.2010

INCOME

Income from Operations 62.49 9.34

Other Income 123.13 126.00

TOTAL 185.62 135.34

EXPENDITURE

31

Cost of materials consumed - -

Change in inventories of finished

goods

- -

Employee benefits expenses - -

Finance costs - -

Depreciation and amortization

expenses

27.70 10.20

Provision against Standard assets 1.53 -

Other expenses 102.12 57.28

TOTAL 131.35 67.48

Profit/Loss Before Tax 54.27 67.86

Add/Less: Provisions for Current Tax 10.35 9.84

Profit after Tax 43.92 58.02

Add/Less: Deferred Tax (0.65) 2.17

Add/Less: Short/(Excess) Provision

of Taxes of earlier years

6.09 (2.60)

Add/Less: MAT Credit (3.39) -

Profit for the year 41.87 58.45

Earning per equity share :

Basic & Diluted Earnings Per Shares 0.60 0.84

*For the financial year ended 2010-11 & 2009-10 the figures have been

computed in accordance with Revised Schedule VI

32

Cash Flow Statement for the financial year ended 2014-15, 2013-14, 2012-13 &

2011-12.

(Amount in Rs. Lac)

Particulars





Cash Flow arising from

operations

Net profit before tax and

extraordinary items

149.16 343.58 210.29 147.28

Add:

-Depreciation

59.00 39.69 34.33 27.82

-Provision against Standard

Assets

3.48 2.97 1.92 1.68

-Dividend Received

(0.15) (0.51) (0.65) (0.71)

-Profit on sale of fixed assets

0.75 (173.09) - -

-Income Tax Paid

(63.64) (70.26) (33.07) (19.69)

-Profit on sale of Investments

- (4.56) - -

Operating Profit/(Loss) before

working capital changes

147.10 137.82 212.81 156.39

Adjustment for change in :

- Account Receivable

5.78 24.24 (28.55) -

- Short Term Loan & Advance

(207.82) (207.84) 14.96 20.89

-Long Term Loan & Advance

- 129.20 (129.20) -

-Trade Payable & Provision

25.92 (116.91) 138.85 (44.53)

Net Cash inflow/(outflow) in

course of operational activities

(A)

29.02 (33.49) 208.87 132.75


Investment activities

-Addition to fixed assets

(23.42) (628.81) (603.80) (57.01)

33

-Sale of Investment

0.11 5.98 400.00 -

-Dividend Income

0.15 0.51 0.65 0.71

-Sale of fixed assets

0.75 650.00 - -

Net Cash Flow arising from

Investing activities (B)

22.41 27.68 (203.14) (56.31)


financing activities

-Repayment of Long term

Borrowing

- - - (93.43)

Loan Taken

58.00 - - -

Net Cash Flow arising from

financing activities (C)

58.00 - - (93.43)

Net increase/(decrease) in

cash/cash equivalents (A+B+C)

6.57 (5.80) 5.72 (16.98)

Cash and cash equivalents at

the beginning of the period

5.63 11.43 5.71 22.69

Cash and cash equivalents at

the end of the period

12.20 5.63 11.43 5.71

Cash Flow Statement for the financial year ended 2010-11 & 2009-10

(Amount in Rs. Lac)

Particulars Year ended 31.03.2011


Cash Flow arising from operations

Net profit after tax and extraordinary items 54.27 67.86

Add:

-Depreciation 27.70 10.20

-Provision against Standard Assets 1.53 (7.29)

-Dividend Received (0.59) (0.68)

34

-Merger Expenses W/O (0.20) 0.20

-Income Tax Paid (15.49) (7.44)

-Profit on sale of Investments (49.88) -

Operating Profit/(Loss) before working

capital changes

17.75 62.84

Adjustment for change in :

- Loan & Advance 1,486.53 600.15

-Trade Payable & Provision (15.09) (3.51)

Net Cash inflow/(outflow) in course of

operational activities (A)

1,489.18 659.49

Cash Flow arising from Investment

activities

-Addition to fixed assets (477.02) (1,227.46)

-Purchase of Investment (497.00) -

-Dividend Income 0.59 0.68

-Sale of Investment 100.00 -

Net Cash Flow arising from Investing

activities (B)

(873.43) (1,226.78))

Cash Flow arising from financing activities

-Repayment of Long term Borrowing (603.17) (505.37)

Net Cash Flow arising from financing

activities (C)

(603.17) (505.37)

Net increase/(decrease) in cash/cash

equivalents (A+B+C)

12.58 (61.92)

Cash and cash equivalents at the beginning

of the period

10.11 72.03

Cash and cash equivalents at the end of the

period

22.69 10.11

35

8. CORPORATE GOVERNANCE

In compliance with the Corporate Governance reporting requirements as per the

format prescribed by the Securities and Exchange Board of India and

incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges, the

Company’s policies on Corporate Governance and compliance thereof, upto

March 31, 2014 is enumerated below for information of the shareholders and

investors of the company:

(1) COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

Your Company stand committed to good Corporate Governance - transparency,

accountability, disclosure and independent supervision to increase the value to

the stakeholders. The Company is committed to transparency in all its dealings

with shareholders, employees, the Government and other parties and places high

emphasis on business ethics. The basic philosophy of Corporate Governance in

the Company is to achieve business excellence and increasing long-term

shareholder value, keeping in view the interests of the company’s stakeholders.

Your company believes that Corporate Governance is a powerful tool for

building trust and long-term relationship with stakeholders, employees,

customers and suppliers. The Company has consistently endeavored to be

transparent in all areas of its operations.

(2) BOARD OF DIRECTORS

a. As on date, the Board of Directors consists of five members, comprising of

one Managing Director, one Whole-time Director, one Non-Executive

Director and Two Non-Executive Independent Directors. The Chairman of

the Board is a Non- Executive Independent Director. The Board’s

composition meets the stipulated requirements of clause 49 of the listing

agreement of the Stock Exchanges.

b. Directorship in other Companies

Name of the Director Position Directorships in other companies

Mrs. Preeti Agarwal Managing Director Adhunik Realators Private

Limited

Mrs. Priyanka Agarwal Whole-time Director -

36

Note:

None of the Directors of your Company is a member of more than 10 Committees

nor was the Chairman of more than five Committees across all companies in

which they are Directors.

The required information (as enumerated in Annexure I in clause 49) was made

available to the Board of Directors.

Disclosures

1. The Company has not entered into any materially significant transaction

with the related parties. Promoters, Directors or the management or

relatives and their subsidiaries, etc. that may have a potential conflict with

the interest of the Company at large.

Mr. Kishan Behari Jain Non-Executive

Independent Director

Bayana Intech Private Limited

Ukrind Build Private Limited

Mr. Ganesh Dass

Aggarwal

Chairman and Non-

Executive


Servo Foods Private Limited

Mr. Manohar Lal

Agarwal

Non-Executive

Director

Haldiram Snacks Private

Limited

Haldiram Marketing Private

Limited

Haldiram Manufacturing

Company Private Limited

Haldiram India Private

Limited

M.R. Equipment and

Warehousing Private Limited

Bright Agrotech Private

Limited

HR Exploration Private

Limited

Haldiram Ethnic Foods Private

Limited

HR Snacks Private Limited

P.D. Techspace Private Limited

37

2. The company has no litigations with SEBI & DSE for non-compliance of

any of regulations wide SEBI (SAST) Regulation, SEBI (Prohibition of

Insider Trading) Regulation, 1992 and Clause 40A of the Listing

Agreement. The company is complying the provision of Clause 40A of the

Listing Agreement. No penalties were imposed or strictures passed on the

company by stock exchanges, SEBI or by any statutory authority related to

Capital market.

Committees of the Board

a. Audit Committee:-

A. Terms of Reference

The role and terms of reference of the Audit Committee are in accordance

with Clause 49 of the Listing Agreement and Section 177 of the Companies

Act, 2013 which inter alia, includes the 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.

B. Composition

As on date, the Committee consisted of two Non-Executive Independent

Directors and one Executive Director namely

Name of the Director Category

Mr. Ganesh Dass Agarwal

Chairman & Non-Executive


Mr. Kishan Behari Jain Member & Non-Executive


Mrs. Preeti Agarwal Member & Executive Director

BRIEF TERMS OF REFERENCE

The role of the audit committee shall include the following:

1. Oversight of the company’s financial reporting process and the disclosure of its

financial information to ensure that the financial statement is correct, sufficient

and credible.

38

2. Recommending to the Board, the appointment, re-appointment and, if required,

the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the

statutory auditors.

4. 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 Director’s Responsibility Statement to

be included in the Board’s report in terms of clause (2AA) of section 217 of the

Companies Act, 1956. The Role of Audit Committee shall include the

following:-

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.

5. Reviewing, with the management, the quarterly financial statements before

submission to the board for approval

5A.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 purposes other than those stated in the offer

document/prospectus/notice and the report submitted by the monitoring

agency monitoring the utilization of proceeds of a public or rights issue, and

making appropriate recommendations to the Board to take up steps in this

matter.

6. Reviewing, with the management, performance of statutory and internal

auditors, and 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 there on.

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.

39

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. To review the functioning of the Whistle Blower mechanism, in case the same is

existing.

13. Approval of appointment of CFO (i.e., the whole-time Finance Director or

any other person heading the finance function or discharging that function) after

assessing the qualifications, experience & background, etc. of the candidate.

14. Carrying out any other function as is mentioned in the terms of reference of the

Audit Committee.

b. Shareholders’/Investors’ Grievances Committee:

A. Terms of Reference

The committee has been constituted to look into the Redressal of

shareholders and investor complaints, non-receipts of Balance Sheet and

any other relating to shareholders/investors grievance.

B. Composition

As on date, the committee comprises of two Non-Executive Independent

Directors and one Non-Executive Director namely

Name of Members Status

Mr. Manohar Lal Agarwal Chairman & Non-Executive Director

Mr. Kishan Behari Jain Member & Non-Executive


Mr. Ganesh Dass Agarwal Member & Non-Executive


c. Nomination and Remuneration Committee

i. Terms of reference

The committee of the Board of Directors has been constituted to review

and approve the remuneration payable to Executive Directors of the

Company considering the qualification, experience and performance of

the Directors and the current trends in the Industry and other relevant

factors. The Board as well as Nomination cum Remuneration committee

40

regularly tracks the market trends in terms of compensation levels and

practices in relevant industries. This information is used to review the

Company’s remuneration policy. The criteria of paying remuneration to

the Executive Directors are as per Industry practice.

ii. Composition

As on date, the committee consists of two Non-Executive Independent

Directors and one Non-Executive Director namely:

Name of Members Status

Mr. Kishan Behari Jain Chairman & Non-Executive


Mr. Ganesh Das Agarwal Member & Non-Executive Independent

Director

Mr. Manohar Lal Agarwal Member & Non-Executive Director

Other Information

a. Means of Communication

The quarterly un-audited financial results are sent to both the Stock

Exchanges where the Company’s shares are listed i.e. DSE & UPSE

immediately after the Board meetings.

b. Investor Grievances

As mentioned earlier, the company has constituted an Investors Grievance

Committee for redressing shareholders and investor’s complaints. Mr.

Manohar Lal Agarwal, Chairman of committee, Mr. Kishan Behari Jain and

Mr. Ganesh Dass Agarwal are members of the committee. No Request is

pending for transfer as on 30.06.2015.

c. Share Transfer

All share transfer are handled by Company’s Registrar and Share Transfer

Agent M/s Skyline Financial Services Pvt. Ltd, D-153/A, 1st Floor Okhla

Industrial Area Phase -1, New Delhi-110020.

41

d. Listing at Stock Exchange and stock date

The Company’s equity shares are listed at Delhi Stock Exchange Ltd. (DSE) &

Uttar Pradesh Stock Exchange Ltd. (UPSE). Since there was no trading in the

shares of the company at UPSE & DSE, the share price market data are not

available.

e. ISIN No

The Company’s Demat International Security Identification Number (ISIN)

for its equity shares in NSDL and CDSL is INE446E01019.

f. Share Transfer System

In compliance with SEBI Guidelines, the Registration of Share transfers in

physical form as well as in electronic form have been assigned to Skyline

Financial Services Pvt. Ltd. In order to ensure timely registration of transfer

and return of certificates, the Company monitors the Registrars work closely

on regular basis.

g. Address for Correspondence

B-1/H-3 Mohan Co-operative

Industrial Estate,

Mathura Road,

New Delhi – 110044

Phones: 011 – 45204115/18

Fax: 011 – 28898014/16

Address of the Registrar

Skyline Financial Services Pvt Ltd

D-153/A, 1st Floor, Okhla Industrial Area

Phase -1, New Delhi -110020.

Investor’s Correspondence may be addressed to

The shareholders desiring to communicate with the Company on any matter

relating to their shares of the Company may either visit in person or write

quoting their Folio Number at the following address:

42

The Company Secretary,

Surya India Limited

B-1/H-3 Mohan Co-operative

Industrial Estate, Mathura Road,

New Delhi – 110044

SEBI Complaints Redress System (SCORES) SCORES, i.e., a SEBI Complaints

Redress System is a centralized web based complaints redress system which

serves as a centralized database of all Complaints received enables uploading

of Action Taken Reports (ATR’s) by the concerned Companies & online

viewing by the investors of actions taken on the Complaint & its current

status.

During the year under review, Surya India Limited got itself registered on the

SCORES portal of SEBI.

9. SHAREHOLDING STRUCTURE

(a) Distribution of Shareholding as on 30th June, 2015

No. of Shares Range

No. of Sharehold

ers

% of Shareholders

Value of Shares Held (Face Value)

% of Shareholding

1 to 500 774 59.27 2293250 3.28

501 to 1,000 320 24.46 2311420 3.31

1,001 to 2,000 145 11.09 1772550 2.54

2,001 to 3,000 3 0.23 71600 0.10

3,001 to 4,000 4 0.31 160000 0.23

4,001 to 5,000 0 0.00 0 0.00

5,001 to 10,000 5 0.38 363000 0.52

10,001 & Above 57 4.36 62886500 90.02

Total 1308 100.00 69858320 100.00

(b) Shareholding Pattern as on 30th June 2015

Introductory sub-table (I)(a)

Name of the Company: Surya India Limited

Scrip Code, Name of the scrip, class of security:

Quarter ended: 30th June, 2015

43

Partly paid-up shares:-

No. of partly paid-up shares

As a % of total no. of partly paid-up shares

As a % of total no. of shares of the company

Held by promoter/promoter group - - -

Held by public - - -

Total - - -

Outstanding convertible securities:-

No. of outstanding securities

As a % of total no. of outstanding convertible securities

As a % of total no. of shares of the company, assuming full conversion of the convertible securities

Held by promoter/promoter group

- - -


Total - - -

Warrants:- No. of warrants

As a % of total no. of warrants

As a % of total no. of shares of the company, assuming full conversion of warrants



Total - - -

Total paid-up capital of the company, assuming full conversion of warrants and convertible securities

6985832

100

Statement Showing Shareholding Pattern for the period ended on 30.06.2015

Table (I)(a)

Category code

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding

as a percentage of total number

of shares

Shares Pledged or otherwise

encumbered

As a percentage of (A+B)1

As a percentage of (A+B+

C)

Number of share

s

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII)

(IX)= (VIII)/(IV)*1

44

00

(A) Shareholding of Promoter and Promoter Group2

1 Indian

(a) Individuals/ Hindu Undivided Family 12 3400848 3045123 48.68 48.68 0 0.00

(b) Central Government/ State Government(s) 0 0 0 0.00 0.00 0 0.00

(c) Bodies Corporate 3 505500 505500 7.24 7.24 0 0.00

(d) Financial Institutions/ Banks 0 0 0 0.00 0.00 0 0.00

(e) Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

(e-i)

0 0 0 0.00 0.00 0 0.00

(e-ii)

0 0 0 0.00 0.00 0 0.00

Sub Total(A)(1) 15 3906348 3550623 55.92 55.92 0 0.00

2 Foreign

a Individuals (Non-Residents Individuals/ Foreign Individuals) 0 0 0 0.00 0.00 0 0.00

b Bodies Corporate 0 0 0 0.00 0.00 0 0.00

c Institutions 0 0 0 0.00 0.00 0 0.00

d Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

d-i 0 0 0 0.00 0.00 0 0.00

d-ii 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

15 3906348 3550623 55.92 55.92 0 0.00

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00

(b) Financial Institutions / Banks 0 0 0 0.00 0.00 0 0.00

(c) Central Government/ State Government(s) 0 0 0 0.00 0.00 0 0.00

(d) Venture Capital Funds 0 0 0 0.00 0.00 0 0.00

(e) Insurance Companies 0 0 0 0.00 0.00 0 0.00

(f) Foreign Institutional 0 0 0 0.00 0.00 0 0.00

45

Investors

(g) Foreign Venture Capital Investors 0 0 0 0.00 0.00 0 0.00

(h) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00

B 2 Non-institutions

(a) Bodies Corporate 26 1705974 0 24.42 24.42 0 0.00

(b) Individuals 0 0 0 0.00 0.00 0 0.00

I

Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh 1251 697182 0 9.98 9.98 0 0.00

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 12 676328 508288 9.68 9.68 0 0.00

(c) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(2) 1289 3079484 508288 44.08 44.08 0 0.00

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 1289 3079484 508288 44.08 44.08 0 0.00

TOTAL (A)+(B) 1304 6985832 4058911 100.00 100.00 0 0.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

1 Promoter and Promoter Group

0 0 0 0 0.00 0 0.00

2 Public 0 0 0 0 0.00 0 0

Sub-Total (C ) 0 0 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C)

1304

6985832

4058911

0

100.00

0

0.00

46

(I) (b) Statement showing Shareholding of persons belonging to the category

“Promoter and Promoter Group” for the period ended on 30.06.2015

Sr. No.

Name of the shareholder

Total shares held Shares pledged or otherwise encumbered

Number of shares

As a % of grand total

(A) +(B) +( C )

Numbe

r

As a percenta

ge


(A)+(B)+(C) of sub-clause

(I)(a )

(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100

(VII)

1 Manohar Lal Agarwal 617775 8.84 0 0.00 8.84

2 Anand Agarwal 666250 9.54 0 0.00 9.54

3 Madhusudan Agarwal 221477 3.17 0 0.00 3.17

4 Sumitra Agarwal 125950 1.80 0 0.00 1.80

5 Pankaj Agarwal 344518 4.93 0 0.00 4.93

6 Manju Agarwal 200425 2.87 0 0.00 2.87

7 Amit Agarwal 729531 10.44 0 0.00 10.44

8 Ashish Agarwal 31350 0.45 0 0.00 0.45

9 Umesh Agarwal 105250 1.51 0 0.00 1.51

10 Amisha Agarwal 172161 2.46 0 0.00 2.46

11 Ritu Agarwal 172161 2.46 0 0.00 2.46

12 Haldiram Manufacturing Co. (P) Ltd.

255500 3.66 0 0.00 3.66

13 Haldiram Marketing Pvt. Ltd.

130000 1.86 0 0.00 1.86

14 Haldiram Products Pvt. Ltd.

120000 1.72 0 0.00 1.72

15 Manohar Lal Agarwal-Karta

14000 0.20 0 0.00 0.20

Total 3906348 55.92 0 0.00 50.99

(I)(c) (i) Statement showing Shareholding of persons belonging to the category

“Public” and holding more than 1% of the total number of shares for the period ended

on 30.06.2015

Sr. No.

Name of the shareholder Number of shares

Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

1. Ankit Agarwal 160000 2.29

2. Adonis Stock & Shares (P) Limited

110000

1.57

3. Yaksh In-fin Lease (P) Limited 70000 1.00

47

4. Sind-wave Finance Services Ltd. 70000 1.00

5. Shub Exim Limited 80000 1.15

6. PMC Fincorp Limited (previously known as Priti Mercantile Company Limited) 208125 2.98

7. Consiellation Capital Ltd. 96500 1.38

8. Supermax Fincap (P) Ltd. 70000 1.00

9. Yogeshwar Singh 87600 1.25

10. Asha Singh 85424 1.22

11. Niranjan Kumar Goel 87440 1.25

12. Anand Kumar Goel 70992 1.02

13. Kyoto Merchandise Pvt. Ltd. 81120 1.16

14. Taral Vincon Private Ltd. 85520 1.22

15. Sanjay Gupta 73312 1.05

16. All Time Supplier Pvt. Ltd. 70537 1.01

TOTAL 1506570 21.57

(I)(c)(ii) Statement showing Shareholding of persons(together with PAC) belonging to

the category “Public” and holding more than 5% of the total number of shares for the

period ended 30.06.2015

Sr. No.


Number of shares


N.A. 0 0

TOTAL 0 0

(I)(d) Statement showing details of locked-in shares for the period ended 30.06.2015

Sr. No.


Number of locked-in shares

Locked-in shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

1 N.A 0 0.00

TOTAL 0 0.00

48

(II)(a) Statement showing details of Depository Receipts (DRs) for the period ended

30.06.2015

(II)(b) Statement showing holding of Depository Receipts (DRs), where underlying

shares held by "promoter/promoter group" are in excess of 1% of the total number of

shares for the period ended 30.06.2015

Sr. No. Name of the DR Holder

Type of outstanding DR (ADRs, GDRs, SDRs, etc.)

Number of shares underlying outstanding DRs

Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

1 N.A 0.00

(c) Shareholding Pattern as on 31st March, 2015

Introductory sub-table (I)(a)

Name of the Company: Surya India Limited

Scrip Code, Name of the scrip, class of security:

Quarter ended: 31st March 2015

Partly paid-up shares:-

No. of partly paid-up shares

As a % of total no. of partly paid-up shares

As a % of total no. of shares of the company



Total - - -

Outstanding convertible securities:-

No. of outstanding securities

As a % of total no. of outstanding convertible securities

As a % of total no. of shares of the company, assuming full conversion of the convertible securities

Held by promoter/promoter group

- - -

Sr. No


Number of outstanding DRs



1 N.A N.A N.A 0.00

49


Total - - -

Warrants:- No. of warrants

As a % of total no. of warrants

As a % of total no. of shares of the company, assuming full conversion of warrants



Total - - -

Total paid-up capital of the company, assuming full conversion of warrants and convertible securities

6985832

100

Statement Showing Shareholding Pattern for the Quarter ended on 31.03.2015

Table (I)(a)

Category code

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding

as a percentage of total number

of shares

Shares Pledged or otherwise

encumbered

As a percen

tage of(A+

B)1

As a percentage of (A+B+

C)

Number of share

s

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII)

(IX)= (VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group2

1 Indian

(a) Individuals/ Hindu Undivided Family 10 3056526 2700801 43.75 43.75 0 0.00

(b) Central Government/ State Government(s) 0 0 0 0.00 0.00 0 0.00

(c) Bodies Corporate 3 505500 505500 7.24 7.24 0 0.00

(d) Financial Institutions/ Banks 0 0 0 0.00 0.00 0 0.00

50

(e) Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

(e-i)

0 0 0 0.00 0.00 0 0.00

(e-ii)

0 0 0 0.00 0.00 0 0.00

Sub Total(A)(1) 13 3562026 3206301 50.99 50.99 0 0.00

2 Foreign

a Individuals (Non-Residents Individuals/ Foreign Individuals) 0 0 0 0.00 0.00 0 0.00

b Bodies Corporate 0 0 0 0.00 0.00 0 0.00

c Institutions 0 0 0 0.00 0.00 0 0.00

d Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

d-i 0 0 0 0.00 0.00 0 0.00

d-ii 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 13 3562026 3206301 50.99 50.99 0 0.00

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00

(b) Financial Institutions / Banks 0 0 0 0.00 0.00 0 0.00

(c) Central Government/ State Government(s) 0 0 0 0.00 0.00 0 0.00

(d) Venture Capital Funds 0 0 0 0.00 0.00 0 0.00

(e) Insurance Companies 0 0 0 0.00 0.00 0 0.00

(f) Foreign Institutional Investors 0 0 0 0.00 0.00 0 0.00

(g) Foreign Venture Capital Investors 0 0 0 0.00 0.00 0 0.00

(h) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00

B 2 Non-institutions

(a) Bodies Corporate 26 1705974 0 24.42 24.42 0 0.00

(b) Individuals 0 0 0 0.00 0.00 0 0.00

51

I

Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh 1251 697182 0 9.98 9.98 0 0.00

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 13 1020650 852610 14.61 14.61 0 0.00

(c) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(2) 1290 3423806 852610 49.01 49.01 0 0.00

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 1290 3423806 852610 49.01 49.01 0 0.00

TOTAL (A)+(B) 1303 6985832 4058911 100.00 100.00 0 0.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

1 Promoter and Promoter Group

0 0 0 0 0.00 0 0.00

2 Public 0 0 0 0 0.00 0 0

Sub-Total (C ) 0 0 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C)

1303

6985832

4058911

0

100.00

0

0.00

(I) (b) Statement showing Shareholding of persons belonging to the category

“Promoter and Promoter Group” for the Quarter ended on 31.03.2015

Sr. No.


Total shares held Shares pledged or otherwise encumbered

Number of shares


(A) +(B) +( C )

Numbe

r

As a percenta

ge


(A)+(B)+(C) of sub-clause

(I)(a )

(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100

(VII)

1 Manohar Lal Agarwal 617775 8.84 0 0.00 8.84

2 Anand Agarwal 666250 9.54 0 0.00 9.54

52

3 Madhusudan Agarwal 221477 3.17 0 0.00 3.17

4 Sumitra Agarwal 125950 1.80 0 0.00 1.80

5 Pankaj Agarwal 344518 4.93 0 0.00 4.93

6 Manju Agarwal 200425 2.87 0 0.00 2.87

7 Amit Agarwal 729531 10.44 0 0.00 10.44

8 Ashish Agarwal 31350 0.45 0 0.00 0.45

9 Umesh Agarwal 105250 1.51 0 0.00 1.51

10 Haldiram Manufacturing Co. (P) Ltd.

255500 3.66 0 0.00 3.66

11 Haldiram Marketing Pvt. Ltd.

130000 1.86 0 0.00 1.86

12 Haldiram Products Pvt. Ltd.

120000 1.72 0 0.00 1.72

13 Manohar Lal Agarwal-Karta

14000 0.20 0 0.00 0.20

Total 3562026 50.99 0 0.00 50.99

(I)(c) (i) Statement showing Shareholding of persons belonging to the category

“Public” and holding more than 1% of the total number of shares for the Quarter

ended on 31.03.2015

Sr. No.

Name of the shareholder Number of shares


1 Ankit Agarwal 252174 3.61

2 Nimit Agarwal 252148 3.61

3 Adonis Stock & Shares (P) Limited

110000

1.57

4 Yaksh In-fin Lease (P) Limited 70000 1.00

5 Sind-wave Finance Services Ltd. 70000 1.00

6 Shub Exim Limited 80000 1.15

7

PMC Fincorp Limited (previously known as Priti Mercantile Company Limited) 208125 2.98

8 Consiellation Capital Ltd. 96500 1.38

9 Supermax Fincap (P) Ltd. 70000 1.00

10 Yogeshwar Singh 87600 1.25

11 Asha Singh 85424 1.22

12 Niranjan Kumar Goel 87440 1.25

13 Anand Kumar Goel 70992 1.02

53

14 Kyoto Merchandise Pvt. Ltd. 81120 1.16

15 Taral Vincon Private Ltd. 85520 1.22

16 Sanjay Gupta 73312 1.05

17 All Time Supplier Pvt. Ltd. 70537 1.01

TOTAL 1850892 26.49

(I)(c)(ii) Statement showing Shareholding of persons(together with PAC) belonging to

the category “Public” and holding more than 5% of the total number of shares for the

Quarter ended on 31.03.2015

Sr. No.


Number of shares


N.A. 0 0

TOTAL 0 0

(I)(d) Statement showing details of locked-in shares for the Quarter ended on

31.03.2015

Sr. No.


Number of locked-in shares

Locked-in shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

1 N.A 0 0.00

TOTAL 0 0.00

(II)(a) Statement showing details of Depository Receipts (DRs) for the Quarter ended

on 31.03.2015

Sr. No


Number of outstanding DRs



1 N.A N.A N.A 0.00

54

(II)(b) Statement showing holding of Depository Receipts (DRs), where underlying

shares held by "promoter/promoter group" are in excess of 1% of the total number of

shares for the Quarter ended on 31.03.2015

Sr. No. Name of the DR Holder




1 N.A 0.00

(j) List of Top 10 shareholders as on 30th June, 2015

Sl. No.

Name of Shareholder No. of Shares Percentage of Total Paid up Capital

1 Amit Agarwal 729531 10.44

2. Anand Agarwal 666250 9.54

3. Manohar Lal Agarwal 617775 8.84

4. Pankaj Agarwal 344518 4.93

5. Haldiram Manufacturing Co. (P) Ltd. 255500 3.66

6. Madhusudan Agarwal 221477 3.17

7. PMC Fincorp Limited (Previously known

as Priti Mercantile Company Limited)

208125 2.98

8. Manju Agarwal 200425 2.87

9. Amisha Agarwal 172161 2.46

10. Ritu Agarwal 172161 2.46

10. Statement Showing the Details of Dividends and Cash bonuses paid

during the last 10 years. (Not Applicable)

11. The company has not given any commission, brokerage, discount or option

for the issue of any kind of security granted too any person:

As per the prospectus dated 22.07.1986, the Company paid the brokerage at the 11/2% on the nominal value of shares on the basis of allotment of shares. However, since the documents pertaining to Initial Public Offer are more than twenty eight years old, it difficult to quantify the percentage/amount of brokerage paid.

55

IV. ABOUT SURYA INDIA LIMITED

1. HISTORY

Surya India Limited, a Non- Banking Financial Company (NBFC), registered

under the Companies Act, 1956 and is a part of the Haldiram Group having very

good brand / reputation in food processing industry. It is a listed NBFC

Company, engaged in the business of providing loans and advances, investment

in shares of other companies. The Corporate Identification Number of the

Company is L74899DL1985PLC019991.

The company was incorporated on 31.01.1985 with registration certificate issued

by the Registrar of Companies, Delhi and Haryana and got its certificate of

commencement of business on 12.02.1985. Keeping in view the growth story of

NBFC sector, the company had applied to Reserve Bank of India for obtaining

certificate of registration for carrying on NBFC business and it was registered

with Reserve Bank of India as NBFC vide registration certificate no. 14.00.196

dated 04.03.1998.

The Company has achieved a remarkable growth in recent years from its

business operations / Investment incomes which result in doubling of Earning

per share for the financial year 2013-14 in comparison to previous year. The

company is committed and plans to diversify its business operation in coming

years by exploring potential opportunities of Investments by providing short

terms and long terms loans.

Business Model:

Surya India Limited is a Non-Banking Financial Company (NBFC). The

Company is duly registered with RBI with registration No. 14.00.196 and is

carrying on NBFC’S activities.

The main business of the company is to make both long term and short term

investment in quoted as well as unquoted shares. The company also gives short

term and long term loans to its borrowers. The company earns revenue by way of

dividend received on stock in trade and interest on loans so given to the

borrowers.

The Company will continue its focus and efforts in Capital Market as well as in

making loans to the potential and sound borrowers. The Directors of the

company are optimistic that company would be able to fetch better returns in the

future.

56

Organizational Structure of the Company

Reorganization, Reconstruction and Amalgamation

In the Financial year 1998-99, Sunflag Securities Private Limited got merged

with the Company pursuant to which the Company had issued 92,632 Equity

Shares of face value of Rs. 10/- each.

In the Financial year 2000-01, Thrive Consultants Limited got merged with the

Company pursuant to which the Company had issued 7,92,550 Equity Shares of

face value of Rs. 10/- each.

Further, in the Financial Year 2002-03, the Group Company, Haldiram Indian

Snacks Limited got merged with the Company pursuant to which the Company

had issued 7,32,875 Equity Shares of face value of Rs. 10/- each.

Furthermore, in the Financial Year 2006-07, Tickwell Commercial Limited got

merged with the Company vide order of Hon’ble High Court of Delhi dated 24th

May, 2006 and pursuant to which the Company had allotted 18,52,775 Equity

Shares of face value of Rs. 10/- each in the Financial Year 2009-10.

57

Main object of the Company

1. To carry on all or any of the business of financiers (not amounting to

banking business) of industrials, commercial and other enterprises and

other enterprises and general financiers, subject to Banking Regulations

Act 1949.

2. The main business of the company is to make both long term and short

term investment in quoted as well as unquoted shares. The company also

gives short term and long term loans to its borrowers. The company earns

revenue by way of dividend received on stock in trade and interest on

loans so given to the borrowers.

58

2. MANAGEMENT

Name Designation Age, Nationality,

Occupation

Mrs. Preeti Agarwal Managing Director 35 Years,

Indian

Entrepreneur

Mrs. Priyanka Agarwal Whole Time Director 31 Years

Indian

Entrepreneur

Mr. Kishan Behari Jain Non-Executive


64 Years

Indian

Entrepreneur

Mr. Ganesh Dass Aggarwal

Non-Executive


60 Years

Indian

Entrepreneur

Mr. Manohar Lal Agarwal

Non-Executive

Director

60Years

Indian

Entrepreneur

Brief Profile of the Directors –

Mrs. Preeti Agarwal (Managing Director)

Mrs. Preeti Agarwal, aged 35 years, has been appointed as Managing Director of the Company w.e.f. 01st December, 2011. She holds a Graduate Degree and indulges in Company affairs more than three years. She provides Strategic directions for day to day operations of the Company.

Mrs. Priyanka Agarwal (Whole Time Director)

Mrs. Priyanka Agarwal, aged 31 years, has been appointed as Whole-time Director of the Company w.e.f. 01st November, 2011. She holds a Graduate Degree and indulges in Company affairs more than three years. She guides the Company and its management at all the stages of its development and strategic decisions.

Mr. Ganesh Dass Aggarwal (Non-Executive Independent Director)

Mr. Ganesh Dass Agarwal, aged 60 years, has been appointed as Non-Executive and Independent Director of the Company w.e.f. 18th March, 2002. He holds a Graduate Degree and also serving for the Company more

59

than 13 years and he is also the member of the Audit Committee, Remuneration Committee and Stakeholder Relationship Committee/ Investor Grievance Committee of the Company.

Mr. Kishan Behari Jain (Non-Executive Independent Director)

Mr. Kishan Behari Jain, aged 64 years, has been appointed as Non-Executive and Independent Director of the Company w.e.f. 18th March, 2002. He holds a Graduate Degree and also associated as a Chairman of the Nomination & Remuneration Committee and Member of Audit Committee and Stakeholder Relationship Committee/ Investor Grievance Committee of the Company.

Mr. Manohar Lal Agarwal (Non-Executive Director)

Mr. Manohar Lal Agarwal, aged 60 years, is a Graduate from Bikaner, Rajasthan and has been in food business for the last 40 years. He brought the Haldiram brand to Delhi in 1983 and has grown the brand exponentially through vision and quality consciousness. He is considered a pioneer in the food manufacturing industry. Haldiram has won several awards under his leadership and is a member of ‘Snacks Food Association (SFA)’ Virginia, U.S.A., members of which are some of the world’s best food product manufacturers.

60

3. PROMOTERS AND KEY MANAGERIAL PERSONNEL(KMPs)

Mr. Manohar Lal Agarwal (Promoter and Non-Executive Director)

Mr. Manohar Lal Agarwal, aged 60 years, is a Graduate from Bikaner, Rajasthan and has been in food business for the last 40 years. He brought the Haldiram brand to Delhi in 1983 and has grown the brand exponentially through vision and quality consciousness. He is considered a pioneer in the food manufacturing industry. Haldiram has won several awards under his leadership and is a member of ‘Snacks Food Association (SFA)’ Virginia, U.S.A., members of which are some of the world’s best food product manufacturers.

Mr. Anand Agarwal (Promoter)

Mr. Anand Agarwal, aged 36 years, is the second son of Mr. Manohar Lal Agarwal. He did his Bachelor of Commerce (Hons.) from Delhi University in 2000 and has been involved in the food business since. He is the Managing Director of M/s Haldiram Snacks Private Limited, one of the leading group Company of Haldiram’s Group in terms of growth in the Turnover and Profits of the Company.

Mr. Madhusudan Agarwal (Promoter)

Mr. Madhusudan Agarwal, aged 58 years, is a graduate from Bikaner, Rajasthan. He is the Managing Director of the Company, M/s Haldiram Products Private Limited and has been in food business for the last 38 years.

Mrs. Sumitra Agarwal (Promoter)

Mrs. Sumitra Agarwal, aged 58 years, holds a Graduate Degree. She is the wife of Mr. Manohar Lal Agarwal, the owner of Haldiram’s Group. She plays a pivotal role in the management of the business of Haldiram’s Group.

Mr. Pankaj Agarwal (Promoter)

Mr. Pankaj Agarwal, aged 37 years, is a graduate from Hansraj College, Delhi University and MBA from Switzerland. Mr. Pankaj Agarwal is the Managing Director of M/s Haldiram Manufacturing Co. Private Limited and is responsible for looking after the marketing of the products of the Haldiram group in India and abroad.

61

He is also leads the strategic growth of the Haldiram’s Group by introducing new products such as bakery items and chips and cookies to the portfolio of a predominantly traditional Indian snack Company.

Mrs. Manju Agarwal (Promoter)

Mrs. Manju Agarwal, aged 52 years, holds a Graduate Degree. She is the wife of Mr. Madhusudan Agarwal, the owner of Haldiram’s Group.

Mr. Amit Agarwal (Promoter)

Mr. Amit Agarwal, aged 35 years, holds a Graduate Degree and is the Managing Director of the Company, M/s Haldiram Marketing Pvt. Ltd. He is responsible for looking after the marketing division of the products of the Company in India and abroad.

Mr. Ashish Agarwal (Promoter)

Mr. Ashish Agarwal, aged 31 years, is the Executive Director of the M/s Haldiram Ethnic Foods Private Limited and primarily responsible for the retail outlets and restaurants of the Company and is also responsible for the operations of the Base Kitchen. He is a Bachelor of Commerce (Hons.) from Delhi University and has done his MBA from S. P. Jain Institute of Management & Research, Mumbai.

Mr. Umesh Agarwal (Promoter)

Mr. Umesh Agarwal, aged 30 years, holds a Graduate Degree and is the Executive Director of the Company M/s Haldiram Products Private Limited and primarily responsible for looking after the overall business management, control over the retail outlets and restaurants of the Company.

Mrs. Ritu Agarwal (Promoter) Mrs. Ritu Agarwal, aged 31 years, holds a Graduate Degree. She is the wife of Mr. Amit Agarwal, Promoter of Surya India Limited and Managing Director of its group Company, Haldiram Marketing Pvt. Ltd. She plays a pivotal role in the management of the business of Haldiram’s Group.

Mrs. Amisha Agarwal (Promoter) Mrs. Amisha Agarwal, aged 36 years, holds a Graduate Degree. She is the wife of Mr. Pankaj Agarwal, Promoter of Surya India Limited and

62

Managing Director of its group Companies, Haldiram Snacks Private Limited and Haldiram Manufacturing Co. Pvt. Ltd.

Mr. Ram Babu Goyal (Chief Financial Officer)

Mr. Ram Babu Goyal, aged 40 years, has been appointed as Non-Executive Director of the Company w.e.f. 30th September, 2014. He has vast experience of more than 18 years in the field of Accounts and Finance.

Mr. Jitesh Grover (Company Secretary)

Mr. Jitesh Grover aged 30 years is a fellow member of the Institute of

Company Secretaries of India. He is having vast experience of more than 6

years for managing affairs of the Company in the field of Corporate Laws,

Securities Laws and other allied laws. He joined the Company in the year

2011.

V. OUTSTANDING LITIGATIONS

There are no outstanding or pending litigation, suit, criminal or civil prosecution,

proceeding or tax liabilities against our Company that would have a material

adverse effect on our business and there are no defaults, non-payment or

overdue of statutory dues, institutional/ bank dues or dues payable to holders of

debentures, bonds and fixed deposits and arrears of preference shares

(irrespective of whether they are specified under Part I of Schedule XIII of the

Act), that would have a material adverse effect on our business.

VI. MATERIAL CONTRACTS AND AGREEMENTS

1. The Company has entered into Rent Agreements –

i. For its premise at Anchor-3 & Anchor-4, Angel Mega Mall, Ghaziabad

with M/s Haldiram Ethnic Foods Private Limited for a lease period of

three years on a consideration of 6% of net sales every month w.e.f. 1st

April 2013.

ii. For its premises at Mega Shopping “D Mall” Rohini, Delhi with M/s

Haldiram Products Private Limited for a lease period of three years on a

consideration of 5% of 3/4 portion of net sales every month w.e.f. 1st

August 2012.

2. The company has also entered into a Lease agreement with Haldiram

Manufacturing Co. Private limited in respect of its premise situated at J-10,

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DLF City, Phase-II, Gurgaon (Haryana) for a period a three years w.e.f. 1st

April 2013 on a consideration of Rs. 200, 000 per month.

VII. DETAILS OF GROUP/SUBSIDIARY COMPANIES

Four Companies which are the part of our Promoter Group are as follows:-

a) Haldiram Manufacturing Company Private Limited

Haldiram Manufacturing Company Private Limited was originally incorporated on dated 02nd June, 1994 in the name of JAJ Manufacturing Company Private Limited. Further, the name of the Company was changed from JAJ Manufacturing Company Private Limited to Haldiram Manufacturing Company Private Limited dated 04th September, 1996. As on 30th March, 1997, The Word “Private” was deleted u/s 43A (1A) of Companies Act, 1956 and the Company become a Deemed Public Company “Haldiram Manufacturing Company Limited” and later on, after complying the procedural formalities of Registrar of Companies, NCT of Delhi and Haryana and other relevant authorities, the Company has got the status of “Private Limited” as on 8th March, 2001 and the name of the Company was changed to Haldiram Manufacturing Company Private Limited.

The Registered office of the Company is situated at B-1/H-3, Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi-110044. The Company is presently engaged in the business of manufacturers, producers, dealers, buyers, sellers, importers, exporters and agents of food products etc.

b) Haldiram Marketing Pvt. Ltd.

Haldiram Marketing Private Limited was originally incorporated with the name Champion Advertising and Marketing Private Limited on 16th Day of March 1982 with the Registrar of Companies, NCT of Delhi & Haryana. Thereafter the name of the Company was changed to Haldiram Marketing Private Limited vide Fresh Certificate of Incorporation issued by the Registrar of Companies, Delhi & Haryana dated 20.02.1992.Thereafter the word “Private” was deleted from the name of the Company pursuant to Section 43A (1A) of the Act on 23.08.1995 but later on the word “Private” was added to the name pursuant to Section 43A (2A) of the Act on 15.03.2001 by the Registrar of Companies, Delhi & Haryana. The registered office of the Company is situated at B-1/H-3 Mohan co-operative industrial estate, Mathura road, New Delhi – 110044. The Company is presently engaged in the business of manufacturers,

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producers, dealers, buyers, sellers, importers, exporters and agents of food products etc.

c) Haldiram Products Private Limited

Haldiram Products Private Limited was originally incorporated with the name HRB Impex Private Limited on 29th day of August, 1996 with the Registrar of Companies, NCT of Delhi & Haryana. Thereafter the name of the Company was changed to Haldiram Products Private Limited vide Fresh Certificate of Incorporation issued by the Registrar of Companies, Delhi & Haryana dated 10th day of March, 1999. The registered office of the Company is situated at 1454/2, Chandni Chowk, New Delhi-110006. The Company is presently engaged in the business of manufacturers, producers, dealers, buyers, sellers, importers, exporters and agents of food products etc.

d) Haldiram Snacks Private Limited

Haldiram Snacks Private Limited is a Private Company incorporated under the Companies Act, 1956 having its registered office at B-1/H-3, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044. Haldiram Snacks Private Limited was originally incorporated under the provisions of the Companies Act, 1956 on Eighteenth Day of September One Thousand Nine Hundred and Eighty Nine as Haldiram Food Products Private Limited with the Registrar of Companies, Delhi & Haryana. Thereafter the name of the Company was changed to Haldiram Snacks Private Limited and fresh Certificate of incorporation issued on Seventh Day of October One Thousand Nine Hundred And Ninety Three. Thereafter the word “Private” has been deleted under section 43A (1) of the Companies Act, 1956 and the Company become deemed public limited w.e.f. Thirty First Day of May Two Thousand and further the word “Private” has been added before the word limited under Section 43A (2A) of the Companies (Amendment) Act, 2000 w.e.f. Fifteenth Day of March Two Thousand and One by the Registrar of Companies, NCT of Delhi & Haryana.

VIII. DECLARATION

All relevant provisions of the Companies Act, 2013 and Companies Act, 1956 (to the extent applicable), and the guidelines issued by the Government of India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may be, have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or

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the rules made or guidelines or regulations issued there under, as the case may be, and that all approvals and permissions required to carry on the business of our Company have been obtained, are currently valid and have been complied with. We further certify that all the statements in this Information Memorandum are true and correct.

For Surya India Limited

Jitesh Grover (Company Secretary) M. No. F7542 Date: July 15, 2015 Place: New Delhi

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