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Surana Corporation Ltd. Directors Report
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Year End :2015-03 
The Directors of the Company present to you the 24th Annual Report of the Company, together with the Audited Balance Sheet as at 31st March, 2015 and the Statement of Profit and Loss for the year ending on 31st March, 2015.

1. FINANCIAL RESULTS:

The Financial Results of the Company for the year under review is summarized below for your perusal and consideration.

                                           (Rs. in Crores)

PARTICULARS                            2014-15     2013-14

REVENUE FROM OPERATIONS                1115.90      4126.26

PROFIT/(LOSS) BEFORE TAX 
AND DEPRECIATION                        (13.70)     (348.95)
PROFIT/(LOSS) BEFORE TAX (PBT) (291.13) (364.75)

PROVISION FOR CURRENT
TAX                                        -            - 

TAX EXPENSE                              04.06       (04.43)
 
PROFIT/(LOSS) AFTER TAX                (287.07)     (360.33)
1.1 FINANCIAL PERFORMANCE

The Company has achieved a Net Revenue of Rs. 1115.90 Crores for the year ended 31st March, 2015 as compared to Rs. 4126.26 Crores in the previous year recording a major dip of 26.97%. This drop in turnover has been mainly due to the restrictions imposed by Reserve Bank of India on bullion since May 2013. These restrictions imposed by RBI on bullion trading, to control the country's Current Account Deficit (CAD) has virtually made the company's status as Nominated Agency as ornamental, and consequently the company could not do any Bullion turnover as Nominated Agency. The impact of the restrictions had been very huge. Similarly, the non availability of material on SBLC basis also restricted the company's ability to do exports. In fact, the company had not made any exports during the current financial year as against Rs.53.79 Crores during the previous financial year. Another reason leading to this fall in exports is the overall recessionary trend in the international markets.

Revenues from wind power generation during the year amounted to Rs. 4.87 Crores as against Rs.6.61 Crores for the previous year. The fall in wind energy division has been mainly due to shutting down of grid for abnormal period during the peak season.

The Company has incurred a loss after tax of Rs.287.07 Crores as against a loss after taxes amounted to Rs.360.33 Crores for the previous year.

The financial year also has been very distressful for the company as the company suffered a double blow of fall in turnover due to RBI restrictions and also had to almost bear doubled financial costs due to the re-alignment of limits from Non Fund Based to Fund Based. The company further had to face a stretch in its working capital needs as the company's debtors stretched payments.

1.2 CORPORATE DEBT RESTRUCTURING (CDR)

The lenders have restructured the debts of the Company to the extent of Rs.1547.15 Crores under the CDR mechanism. The lenders vide the final approval letter dated 25th November, 2014 Issued by CDR-EG had agreed to an interest moratorium of Six months up to 30th September, 2014 for all the credit facility extended by consortium of banks. Further the banks have extended additional moratorium on WCTL till 31st March, 2016. The re-payments of all the loans have been re- scheduled over ten year period extending up to 2024. As part of the CDR the Company has additionally pledged with consortium banks, the properties belonging to sticky debtors. The promoters have pledged their entire shareholding to the consortium as part of CDR package. During the year, the promoters have brought in Rs.35.27 Crores as promoter contribution towards lender's sacrifice for implementation of CDR. This amounts received from promoters and their sources is reflected as Share Application money in the Balance Sheet dated 31st March, 2015.

2. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 24.36 Crores. During the year under report, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. On getting the shareholders approval through postal ballot, the Company shall be issuing additional equity to the promoters for share application money to the tune of Rs.35.27 Crores already received, as part of the CDR package.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year 2014- 15 in view of the losses incurred and the need to conserve resources of the Company. The Company is also required to seek prior approval of the lenders for declaration of dividend, in terms of the Corporate Debt Restructuring package.

4. MANAGEMENT DISCUSSION AND ANALYSIS

4.1 BULLION OUTLOOK

India's official gold imports in 2014-15 stood at 900 tonnes - 36% higher than the previous year's 665 tonnes, indicating households' strong preference for the yellow metal as a savings option. Gold imports are believed to have more than doubled to 125 tonnes in March from 60 tonnes in the same period a year ago.

India had raised the import duty on gold to 10% and imposed the "80:20" import rule in August 2014 to stem dollar flight and contain the current account deficit (CAD) - the measure of the difference between the inflows and outflows of a foreign currency that hit a record high of 4.8% of GDP.

In November this year, the government eased import norms for gold by scrapping the rule that mandated traders to export 20% of all yellow metal imported into the country.

The so-called "80:20" import rule, which ties imports to exports, was introduced to discourage inward gold shipments, stem dollar outflows, narrow down CAD and help the rupee that had hit record lows.

Imports of the metal were $28.7 billion in the previous fiscal year (2013-14). Increase in gold imports impacts the country's trade deficit, which has reached $137 billion in 2014-15, and the current account deficit.

Gold imports surged 19.5 per cent to $34.32 billion in fiscal year 2014-15 due to declining prices and easing of restrictions by the Reserve Bank of India.

South India remains the largest consumer of gold in the country, with the increasing preference of retail jewelers for opening new stores in the region. Southern states of Kerala, Andhra, Tamilnadu and Karnataka account for 37% of the total domestic gold demand. The industry has witnessed emergence of many new players and expansion of existing players in the organized market. The penetration of organized Gems & Jewellery market is expected to cross 20-22% by FY 2017, driven by changing lifestyle patterns and mall culture in Tier II and Tier II cities. In the long term, key drivers for growth in this sector would be growing disposable income, rising young population having higher urge to spend, increasing number of working women and conscious marketing efforts by companies in this sector, including online jewellery retailing.

4.2 OPPORTUNITIES

The bullion sector, especially the Gold jewellery sector, is back in focus with the recent announcements made by the Government and the Reserve Bank of India (RBI).

The situation has changed since then and the huge inflows in the Indian markets have helped to bring down Current Account Deficit (CAD) considerably. CAD dropped sharply to 1.7% of GDP or $32.4 billion in 2013-14, primarily aided by plummeting gold imports.

RBI allowed imports of coins and medallions recently but the import duty on gold is still quite high and the government may slash it in this Budget. The government may consider a reduction of 2-4 per cent in import duty on gold in the forthcoming years, a move that could help boost exports and manufacturing of gems and jewellery.

In a latest move, RBI nominated banks has been allowed to import gold on "consignment basis" and lend it to local jewellers, enabling banks to earn good margin. FICCI has pointed out that gold metal loan facility provided by authorized bullion banks provides a natural hedge against both currency as well as the commodity price fluctuation.

This helps both the banks and the borrower. Further, banks are free to grant gold metal loans. While gold coin and medallion import, which was banned in August 2014, will no longer be prohibited, this move offers a high probability set up for a reduction in import duty on gold imports in the upcoming years.

- Expanding domestic markets.

- Growing middle class and upper middle class families with large disposable incomes.

- Emerging new markets in Tier II cities.

- Expected substantial increase in volume of imports owing to status of nominated agency.

5. OPERATIONS

5.1 MANUFACTURING

The Company has shifted its manufacturing facility from Tondiarpet to Madhavaram during December, 2014; this shift in factory operation has affected the manufacturing capacity of the Company for the year. The Company with a view to mitigate the loss of business on account of shift in factory has resorted to outsourcing of Jewellery manufacturing to a small set of trusted karigars.

5.2 WIND ENERGY DIVISION

The Wind energy division of your Company earned an income of Rs.4.86 Crores during the year 2014 - 2015 as compared to an income of Rs.6.61 Crores in the previous year. The fall in wind energy division has been mainly due to shutting down of grid for abnormal period during the peak season.

6. FUTURE OUTLOOK

As stated earlier, the Company has availed the CDR mechanism to restructure its existing debts with the lenders. The Company has signed a Master Restructuring Agreement (MRA) with its lenders. The repayment is spread over a ten year period ending in the year 2023-24. The mechanism also stipulates stringent monitoring by the lenders including monthly cash flows. The lenders have constituted a Monitoring Committee (MC) lead by the Monitoring Institution (MI) viz. SBI Ltd.

The Company with a view to augment the operational profitability has introduced certain concepts which will help in utilizing the full capacity and simultaneously contributing towards the recovery of fixed cost. Further, the cost optimization exercise is being undertaken on continuous basis for improving the overall productivity and thereby helping in improving the bottom line.

The Company in the past few years had suffered severe liquidity crunch on account of negative market sentiments per se import of gold. This had been the major contributing factor for the company's decision to utilize the CDR forum for restructuring its debts with consortium of bankers. With a view to improve the financial viability of the company conscious decision to dilute the company's holding in its subsidiaries is envisaged. It is also planned to unlock the inherent valuations of each of the projects by bringing in strategic partners to augment the parent company in realizing its investment.

7. RISK PERCEPTION

The Directors are constantly assessing the business risks pertaining to the performance of the Company. The following are the important risks perceptions:

- Volatility in gold and silver prices.

- Uncertain regulatory atmosphere.

- Current account deficit and more restrictions by the Government on import of gold.

- Increased customs duty.

- Customers Default

- Inadequacy of Finance Arrangement

- Statutory Policies

- Restriction of importing of Gold

- Events Due to Unforeseen Circumstances

- Uncertainties of global economy, impacting overall growth.

Your Directors are fully conscious of the various business risks and have taken adequate care to tackle any situation. Strict controls are enforced on the quality front and all other matters for smooth operation of the steel plants.

8. SUBSIDIARIES:

SURANA PROJECTS PRIVATE LIMITED (SPPL)

Surana Projects Private Limited a 100% subsidiary of Surana Corporation Limited, the company has not commenced any commercial operations since inception and consequently it has been decided to strike off the company name from Registrar of Companies records, the process for the same is initiated during the year.

SURANA WIND ENERGY PRIVATE LIMITED (SWEPL)

Surana Wind Energy Private Limited, subsidiary of Surana Corporation Limited had operated with a capacity of 2.55 MW at Poigai Village, Tenkasi Taluk, Tirunelveli District. Surana Wind Energy Private Limited, an SPV through which the Company is availing the Group Captive Scheme (GCS), whereby Surana Wind Energy Private Limited is able to sell electricity to other captive users.

During the Financial Year 2014-15, the revenue from operation stood at Rs.0. 88 Crores as compared to Rs.0.66 Crores for the previous Financial Year 2013-14.

During the year Surana Wind Energy Private Limited has transferred its assets to its holding company M/s. Surana Corporation Limited and consequently the holding company has settled its term loan liabilities of Syndicate Bank with the approval of Working Capital Consortium Lenders.

GURUDEV WIND ENERGY PRIVATE LIMITED (GWEPL)

Gurudev Wind Energy Private Limited, subsidiary of Surana Corporation Limited had operated with a capacity of 1.70 MW at Poigai Village, Tenkasi Taluk, Tirunelveli District. Gurudev Wind Energy Private Limited, an SPV through which the Company is availing the Group Captive Scheme (GCS), whereby Gurudev Wind Energy Private Limited is able to sell electricity to other captive users.

During the Financial Year 2014-15, the revenue from operation stood at Rs. 0.84 Crores as compared to Rs.0.004 Crores for the previous Financial Year 2013-14.

During the year Gurudev Wind Energy Private Limited has transferred its assets to its holding company M/s. Surana Corporation Limited and consequently the holding company has settled its term loan liabilities of Syndicate Bank with the approval of Working Capital Consortium Lenders.

A statement pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of The Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in Form AOC - 1 is annexed to this report as "Annexure A"

9. INTERNAL CONTROL SYSTEM:

Your Directors are pleased to inform you that your Company has an adequate and sufficient internal controls as well as Internal Audit Systems manned by company officials commensurate with the size and nature of the Company's day to day operations. The Internal policies and controls do ensure efficient use of Company's productive assets. These internal guidelines also help protection of the assets of the Company. They also ensure that the activities of the Company are in accordance with the stated policies, guidelines and other statutes and regulations in force. Independent audit functions and compliances of the various stipulations of the Statutory Authorities are strictly adhered to by the Company and this aspect is monitored by the Audit Committee. The Internal Control Mechanism also provides for well documented policies and approved procedures for guiding the company's operations.

10. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements is provided in the Annual Report.

11. HUMAN RESOURCES

The Management envisions trained and motivated employees as the backbone of the Company. Special attention is given to recruit trained and experienced personnel not only in the production department but also in marketing, finance and accounts. The Management strives to retain and improve employee morale. The Company has total staff strength of about 50 employees. The Company is in the process of revamping the employer employee engagement program.

12. CORPORATE GOVERNANCE

The Directors pay special attention to ensure that the guidelines given for the corporate governance are strictly adhered to. All possible steps are taken to adhere to the requirements set out by SEBI Guidelines on Corporate Governance.

A separate report on the Corporate Governance also forms part of the Annual Report. Requisite certificates from the Auditors of your Company regarding compliance of the conditions of the corporate governance as stipulated under Clauses 49 of the Listing Agreement with the Stock Exchanges is also attached to the corporate governance report.

13. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE:

The Board of Directors has constituted a Corporate Social Responsibility and Governance Committee (CSR&G Committee) in compliance with the provisions under the Companies Act, 2013. The committee comprises of Shri. Swaminathan Ganesh as the Chairman and Shri. Devarajan.K.E and Shri. Vijayraj Surana as members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

During the financial year 2012-13 and financial year 2013-14 the Company had achieved a Net Profit of Rs. 71.04 Crores, Net Loss of Rs. 364.75 Crores respectively, however the Company has achieved the net loss of Rs. 291.13 Crores during the financial year 2014-15. Due to subsequent liquidity crunch faced by the Company, the Company is not in a position to spend money pertaining to CSR activities. The Company during the last three financial years had an average net loss of Rs.194.95 Crores; hence the submission of a report on CSR activities does not apply.

14. RISK MANAGEMENT COMMITTEE AND POLICY:

The Board of Directors has constituted a Risk Management Committee and framed a Risk Management Policy in compliance with the provisions under the Companies Act, 2013 and Clause 49 of the Listing Agreement. The committee comprises of Shri. Swaminathan Ganesh as the Chairman and Shri.Devarajan.K.E and Shri. Vijayraj Surana as members.

15. SEXUAL HARASSMENT POLICY:

The Company had adopted the sexual harassment policy as recommended by the Audit Committee of the Board of Directors; however the Company is in the process of constituting a committee for the same.

16. DEPOSITORY SYSTEM / E-VOTING MECHANISM:

The Company has entered into a Tripartite Agreement with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (I) Ltd (CSDL) along with Registrars M/s Cameo Corporate Service Ltd, Chennai for providing electronic connectivity for dematerialization on the Company's shares facilitating the investors to hold the shares in electronic form and trade in those shares. The shares of your Company are being traded now in on the Bombay and National Stock Exchanges under compulsory demat form. Further, in accordance with provisions stipulated under Companies Act, 2013, the facility of e-voting is also made available to all shareholders of the Company. The instructions regarding e-voting are available in a separate section of the Annual report. All shareholders are also requested to update their email ids with the Company or our RTA M/s. Cameo Corporate Services Ltd.

17. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. The details of the same are covered under the Corporate Governance Report.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 26th September, 2014 (date of last Annual General Meeting) on the Company's website (www.surancorp.com), as also on the Ministry of Corporate Affairs' website.

18. AUDITORS

STATUTORY AUDITORS

M/s. VDSR & Co, Chartered Accountants, Chennai having firm registration number 001626S has been appointed as Statutory auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of twenty ninth Annual General Meeting of the Company as set out in Item No.3 of the Notice of Annual General Meeting.

M/s. VDSR & Co, Chartered Accountant, Chennai have conveyed their consent to be appointed as Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed the Companies Act, 2013.

19. AUDITORS REPORT AND MANAGEMENT'S RESPONSE TO AUDITORS OBSERVATIONS ON STAND ALONE FINANCIAL STATEMENTS

The Auditors have emphasized certain matters in their report.

AUDITORS EMPHASIZE

The Accumulated losses at the end of the financial year are more than fifty percent of its net worth. The entire net worth of the Company as eroded due to the loss. The Company as incurred both non-cash loss and cash loss during the financial year covered by our audit. The cash loss is due to the financial expenditure on the loans taken. As per AS - 1 the going concern concept of the Company is doubtful. However as per the management statement all the financial loss of the Company has been converted into long-term loans as per the CDR package approved by the Banks. Hence the Company is confident of reviving its business.

MANAGEMENT'S RESPONSE

On 25th November, 2015 CDR packaging of the Company has been approved, consequent to which the moratorium extended by banks will help the Company to drastically cut down the cash outflows on account of financial expenses. Further with the relaxation in the Gold Import made by RBI, the Company expects to become viable in short period of time.

20. AUDITORS REPORT AND MANAGEMENT'S RESPONSE TO AUDITORS OBSERVATIONS ON CONSOLIDATED FINANCIAL STATEMENTS

The Auditors have emphasized certain matters in their report.

AUDITORS EMPHASIZE

The entire net worth of the Holding Company has eroded due to Loss. The Holding Company has incurred both Non Cash Loss and Cash Loss during the financial year covered by our audit. The Cash Loss is due to the financial expenditure on the Loans taken. As per AS 1, the going concern concept of the company is doubtful. However as per the Management statement all the financial loss of the company has been converted into long term loans as per the CDR package approved by the banks. Hence the company is confident of reviving its business.

MANAGEMENT'S RESPONSE

On 25th November, 2015 CDR packaging of the Company has been approved, consequent to which the moratorium extended by banks will help the Company to drastically cut down the cash outflows on account of financial expenses. Further with the relaxation in the Gold Import made by RBI, the Company expects to become viable in short period of time.

AUDITORS EMPHASIZE

The accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Group has incurred cash loss during the financial year covered by our audit.

MANAGEMENT'S RESPONSE

On 25th November, 2015 CDR packaging of the Company has been approved, consequent to which the moratorium extended by banks will help the Company to drastically cut down the cash outflows on account of financial expenses. Further with the relaxation in the Gold Import made by RBI, the Company expects to become viable in short period of time.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit Report is annexed herewith as "Annexure B".

MANAGEMENT RESPONSE TO SECRETARIAL AUDITOR'S OBSERVATION:

1. The Company has appointed Smt. Soundharya Panchapakesan as an Additional Director in the category of Independent on the Board with effect from 28th August, 2015 which shall serve the purpose of compliance with Section 149(1) of the Companies Act, 2013 regarding appointment of Woman Director.

2. During the audit period Shri. Guruswamy has resigned from his directorship, which had resulted in non-compliance of maintaining the minimum number of Independent Directors in the Board. However the Company has inducted two Independent Directors namely Shri. Swaminathan Ganesh and Smt. Soundharya Panchapakesan with effect from 30th May, 2015 and 28th August, 2015 respectively in addition to the existing Independent Director Shri. Jagadish Gopal, which shall ensure the Board composition of having atleast 1/3rd of the Independent Director in the Board. The Board has sought the approval of shareholders at the ensuing Annual General Meeting for confirming the appointment of aforesaid Independent Directors of the Company.

3. During the audit period Shri. Guruswamy has resigned from his directorship, which resulted in the shortfall in the composition of the Audit Committee falling below the minimum threshold limit. However the company has re-constituted the Audit Committee with effect from 28th August, 2015 in compliance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

4. As per the Companies Act, 2013 and rules framed there under, the Company is required to obtain shareholders consent by way of postal ballot process for ratifying the earlier resolution passed by the shareholders under Section 293 (1) (a) of Companies Act, 1956, by getting fresh approval from shareholders under Section 180(1) (a) of Companies Act, 2013, which shall be taken by the Company during the financial year.

5. The Company has closed its foreign subsidiary during the last quarter of the financial year and the Company is already in the process of reporting the same to the Reserve Bank of India.

6. During the audit period, the Company had related party transactions with its subsidiary companies which are at arm's length basis and hence the requirement of complying with the provisions of Companies Act, 2013 and Listing Agreement does not arise; since the transactions were entered into by the Company prior to the notifications of the revised Clause 49 of the Listing Agreement. Similarly the Company had also provided the details of Related Party Transactions along with the justification for entering into such contract or arrangement in the Board's report.

7. The company is taking all the necessary acts and efforts to comply with the revised clause 49 of the listing agreement.

21. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

22. DIRECTORS:

The following changes have occurred in the Board of Directors during the financial year 2014-15:

22.1 RESIGNATION OF DIRECTORS:

Shri. S. Guruswamy has resigned from the position of Director with effect from 29th September 2014; The Board had placed on record its appreciation for the outstanding contributions made by Shri. S. Guruswamy during his tenure of office with the Company.

Smt. Visalakshi Vasanthan, Nominee of IDBI ceased to be a Director with effect from 30th January, 2015 due to withdrawal of Nomination by IDBI from the Board of Surana Corporation Limited.

22.2 APPOINTMENT OF DIRECTOR:

Shri. Swaminathan Ganesh was appointed as an Independent Director of the Company with effect from 30th May, 2015 and Smt. Soundharya Panchapakesam (DIN: 07220601) was appointed as an Independent Director with effect from 28th August, 2015.

Shri. Devarajan. K.E. (DIN: 07228715) was appointed as a Non-Executive Director of the Company with effect from 03rd July, 2015.

23. RE-APPOINTMENTS

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum & Articles of Association of the Company, at the ensuing 24th Annual General Meeting, Shri. Vijayraj Surana, Managing Director of the Company is liable to retire by rotation and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

Re-appointment of Shri.Vijayraj Surana as Managing Director for a period of three years with effect from 15th November, 2014 to 14th November, 2017 as per the terms and conditions specified in Item No.8 of the notice of Annual General Meeting.

24. BOARD EVALUATION

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

25. TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

26. REMUNERATION POLICY

The Board on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

A statement containing the particulars relating to conservation of energy, research and development and technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 (3) (A), (3) (B) and 3 (A) (C) of The Companies (Accounts) Rules, 2014 are given in "Annexure C"

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:

Details of Loan, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

30. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of the employees of the company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

31. DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

32. MEETINGS

During the year Six (6) Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

33. COMMITTEES

Currently, the Board of Directors of the Company pursuant to the mandatory provisions of Companies Act, 2013 has the following committees namely:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

d) CSR Committee

e) Risk Management Committee

f) Share Transfer & Transmission Committee

A detailed note on the Board and its committees along with the composition of the committees and compliances is provided under the Corporate Governance Report section in this Annual Report.

34. AUDIT COMMITTEE

Currently, the Company has an independent and qualified Audit Committee as per the provisions of Section 177 (8) of the Companies Act, 2013 and Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the following is the current composition of Audit Committee:

Name of the Director        Category                  Status

Shri. Swaminathan Ganesh    Non-Executive 
                            Independent Director     Chairman

Shri. Jagadish Gopal        Non-Executive 
                            Independent Director     Member
Shri. Devarajan.K.E Non-Executive Director Member

The Board has accepted all the recommendations provided by the Audit Committee.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

36. PARTICULARS OF CONTRACTS OR ARRAGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The Company is in the process of developing a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. None of the Directors has any pecuniary relationships or transactions vis-…-vis the Company. Particulars of Contracts or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure "D" to the Board's Report.

37. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E".

38. GREEN INITIATIVES

During fiscal 2014-15, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. This year, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website www.suranacorp.com.

Electronic copies of the Annual Report 2014-15 and Notice of the 24th Annual General Meeting are proposed to be sent to all the members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of 24th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

39. ACKNOWLEDGEMENT

The Board of Directors of the Company wishes to express their deep sense of appreciation and offer their sincere thanks to all the Shareholders of the Company for their unstinted support to the Company.

The Board also wishes to express their sincere thanks to all the esteemed Customers for their support to the Company's products.

The Board would also like to place on record their deep sense of gratitude to the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them.

The Directors also gratefully acknowledge and thank all financial institutions and banks for their timely support in restructuring the Company's debt under the CDR mechanism failing which the Company would have succumbed to the recession faced by the Steel Industry.

In the end, the Board would like to place on record their deep sense of appreciation to all the executives, officers, employees, staff members, and workers at the factories.

                           For and on behalf of the Board of Directors

                                Sd/-                  Sd/-

                            Vijayraj Surana       Deverajan. K.E
Date : 28th August, 2015 Managing Director Director

Place : Chennai             (DIN: 00007313)       (DIN: 07228715)

 
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