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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Suraj Ltd.

Mar 31, 2025

Your directors are pleased to present the 32nd Annual Report of your Company along with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended on March 31, 2025:

1. FINANCIAL RESULTS AT A GLANCE:			(Rs. in Lakhs)
Particulars	2024-25	2024-25	2023-24	2023-24
	Consolidated	Standalone	Consolidated	Standalone
Revenue from Operation	23374.29	23374.29	33066.53	33066.53
Other Income	422.56	422.56	345.27	345.27
Total Income	23796.85	23796.85	33411.80	33411.80
Less: Expenditure	21018.14	21018.14	29486.32	29486.32
Profit/(loss)before Interest, Depreciation, Tax	2778.74	2778.71	3925.48	3925.48
Less: Interest	-	-	-	-
Less: Depreciation & Amortization Cost	1089.78	1089.78	938.49	938.49
Less: Extraordinary items	-		-
Profit/(loss)Before Tax	1688.93	1688.93	2986.99	2986.99
Add: Share of Profit/Loss of associates	159.80	-	86.22	-
Profit (Loss) Before Tax	1848.73	1688.93	3073.21	2986.99
Less: Tax Expenses	518.26	518.26	920.81	920.81
Profit/(loss)after Tax	1330.47	1170.67	2152.40	2066.18
Other Comprehensive Income	(5.67)	(5.67)	0.15	0.15
Income Tax Relating to above Item	-	-	-
Total Comprehensive Income for the period	1324.80	1165.00	2152.55	2066.33
Earnings Per share (EPS) Of Rs 10 each Basic & Diluted	7.24	6.37	11.72	11.25

2. OPERATIONAL HIGHLIGHTS / STATE OF THE COMPANYâS AFFAIRS:

The total income on a standalone basis for the financial year 2024-25 stood at Rs. 23,796.85 lakhs, representing a decline of 28.78% compared to Rs. 33,411.80 lakhs in the previous year. On a consolidated basis, the total income for the year was Rs. 23,374.29 lakhs, also reflecting a decrease of 28.78% from Rs. 33,411.80 lakhs in the previous year.

The profit after tax on a standalone basis amounted to Rs. 1,324.80 lakhs, registering a decline of 35.89% as compared to the previous year. On a consolidated basis, the profit after tax was Rs. 1,165.00 lakhs, showing a reduction of 45.88% compared to the previous year.

3. DIVIDEND:

Your company has paid interim dividend of Rs.1.50 per Equity Share of Rs.10 each for the Financial Year ended March 31, 2025.

The Board of Directors of the Company have approved a Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). This has been uploaded on the Companyâs website at https://www.surajgroup.com/ pdfs/Policy/dividend_distribution_policy.pdf.

4. CHNAGES IN NATURE OF BUSINESS

There is no change in the nature of the company or object during the financial year.

5. TRANSFER TO RESERVES

During the year under review, no amount was transfer to any other reserve. The profit earned during the year has been carried to the Balance sheet of the Company.

6. TRANFER TO INVESTOR EDUCATION & PROTECTION FUND:

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules, 2016''), the amount of dividend remaining unclaimed/ unpaid for a period of seven years from the date of transfer to the "Unpaid Dividend Account" is required to be transferred to the Investors Education and Protection Fund (Fund) constituted by the Central Government.

All unclaimed dividend amounts up to financial year 2016-17 have been transferred to Investor Education & Protection Fund.

In terms of Section 124 (6) of the Act read with Investor Education & Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, and Notifications issued by the Ministry of Corporate Affairs from time to time, the Company is required to transfer the shares in respect of which dividends have remained unpaid/unclaimed for a period of seven consecutive years or more to the IEPF Account established by the Central Government. As required under the said Rules, there was no outstanding equity shares required to be transfer to the IEPF Authority in the financial year 2024-25.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

8. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Your Company has incorporated the appropriate standards for corporate governance pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate reports on Corporate Governance Report as required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI(LODR), 2015"] as annexed as âAnnexure-Aâ forming part of this Annual Report along with the Compliance Certificate on Compliance of the Conditions of Corporate Governance.

9. MATERIAL CHANGES AND COMMITTMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

10. QUALITY INITIATIVE:

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management.

11. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

A separate statement containing performance and highlights of Financial Statements of subsidiary, associate and joint venture companies is provided in the prescribed form AOC-1 as an Annexure-B, forming part of this report.

No Company(s) have become or ceased to be subsidiary or joint venture or associate companies, during FY 2024-25.

Your Company has framed a policy for determining âMaterial Subsidiaryâ in terms of Regulation 16(c) of Listing Regulations. The policy may be accessed on the website of the Company at: www.surajgroup.com.

12. SHARE CAPITAL:

Authorised Capital:

The Companyâs Authorised Share capital during the financial year ended March 31,2025, remained at Rs. 2325.00 lakhs consisting of 2,32,50,000 equity shares of Rs.10/- (Rupee Ten only) each.

Issued, Subscribed & Paid-up Capital:

The paid-up Equity Share Capital of the Company as on March 31, 2025 remained at Rs.1836.41 Lakhs divided into 18364100 Equity Shares of 10.00 each.

During the year under review, there was no change took place in the authorized and paid-up share capital of the Company.

13. BORROWINGS:

The Company has NIL outstanding long-term borrowings as on March 31, 2025. In addition to above, the outstanding current borrowings (including long term borrowings maturing within one year) is Rs.6,408.03 Lakhs (previous year Rs.3,366.06 Lakhs) as on March 31, 2025.

14. DEPOSITS

During the year under review, your Company has not accepted any deposit from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2025.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A. DIRECTORS:

During the year under review, the Board of the Company was duly constituted in line with the requirements under the Companies Act, 2013 and Listing regulations.

Name of Directors	DIN	Designation
Mr. Ashok Tarachand Shah	00254255	Chairman & CFO
Mr. Kunal Tarachand Shah	00254205	Managing Director
Mr. Gunvantkumar Tarachand Shah	00254292	Whole Time Director & Vice Chairman
Ms. Shilpa Mangaldas Patel	07014883	Whole Time Director
Mr. Jigar Jagrutkumar Mehta	07792057	Non-Executive Independent Director
Mr. Altesh Jayantilal Shah	10353478	Non-Executive Independent Director
Mr. Saharsh Rajeshbhai Gandhi	09409449	Non-Executive Independent Director (w.e.f. 24.01.2025)
Mr. Sanjay Dayalji Kukadia	09116868	Non-Executive Independent Director (w.e.f. 24.01.2025)

During the year Mr. Anil Kanwal Gidwani (DIN: 09019265) and Mr. Rajesh Chimanlal Kharadi (DIN: 09019293) have tendered their resignation as an Independent Directors of the Company, with effect

from January 20, 2025. The Board places on record its deep appreciation for the contributions and guidance provided by Mr. Anil Kanwal Gidwani and Mr. Rajesh Chimanlal Kharadi during their respective tenures on the Board.

On the recommendations of Nomination and Remuneration Committee (NRC), the Board, subject to the approval of the shareholders, has approved the appointments of Mr. Sanjay Dayalji Kukadia and Mr. Saharsh Rajeshbhai Gandhi as an Additional (Independent) Director with effect from January 24, 2025 for a period of 5 years.

Subsequently, the shareholders of the Company, by way of resolutions passed through postal ballot on April 03, 2025, approved the appointments of Mr. Sanjay Dayalji Kukadia and Mr. Saharsh Rajeshbhai Gandhi as an Independent Directors for a period of 5 years w.e.f. January 24, 2025.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations received from the IDâs, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1 )(b) of the SEBI (LODR) Regulations, 2015 and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Mr. Gunvantkumar Tarachand Shah, Whole-time Director & Vice Chairman of the Company has been re-appointed for a period of 5 years w.e.f. March 28, 2021. Accordingly, term of Mr. Gunvantkumar Tarachand Shah expires on March 27, 2026. Based on the recommendation of the NRC, your directors have proposed re-appointment of Mr. Gunvantkumar Tarachand Shah as Wholetime Director & Vice Chairman of the Company for a period of 3 years commencing from March 28, 2026 by the members of the Company by way of Special Resolution at the ensuing Annual General Meeting. Your directors recommend passing of the special resolutions by the members.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Ashok Tarachand Shah, Director of the Company, is retiring by rotation at the ensuing AGM of the Company and is eligible offers himself for re-appointment.

Your Board recommends the re-appointment of Mr. Ashok Tarachand Shah, as Director of the Company.

The particulars in respect of Mr. Ashok Tarachand Shah as required under Regulation 36(3) of Listing Regulations and Secretarial Standard -2, are mentioned in the Notice of AGM.

Performance Evaluation of Directors:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The way, the evaluation has been carried out has been explained in the Corporate Governance Report

Remuneration Policy:

The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee.

The policy of the Company on directorsâ appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The detailed Policy may be accessed from the website of the Company at: www.surajgroup.com/pdfs/Policy/Nomination_and_remuneration_policy.pdf.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: www.surajgroup.com.

B. KEY MANAGERIAL PERSONNEL (âKMPâ):

The following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with the Rules framed thereunder.

1. Ashok Tarachand Shah, Director & Chief Financial Officer (CFO)

2. Kunal Tarachand Shah, Managing Director

3. Gunvantkumar Tarachand Shah, Whole-Time Director

4. Shilpa Mangaldas Patel, Whole-Time Director

5. Rashmi Krunal Lakhani, Company Secretary

During the year Mr. Maunish Gandhi resigned from the Position of the Company Secretary and Compliance officer w.e.f. May 11, 2024. Mr. Dharmvijay Solanki had been appointed as Company Secretary and Compliance Officer of the Company w.e.f. May 12, 2024 and resigned w.e.f. June 03, 2024. Mr. Rahul Sheth has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 17, 2024 and resigned w.e.f. June 27, 2024. Mrs. Rashmi Krunal Lakhani has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. September 23, 2024.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have 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 of the company for the same period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls with reference to financial statements in the company were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

18. MEETING OF THE BOARD

The Board of Directors met 9 (Nine) times during the F.Y. 2024-25 and having gap of not more than 120 days between 2 consecutive Board Meetings. The details of the board meetings and the attendance of the Directors are given in the Corporate Governance Report, which is forming part of this Report.

19. AUDIT COMMITTEE

As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee is given in the Corporate Governance Report. As at March 31, 2025, Mr. Altesh Shah is the Chairman of the Committee and Mr. Saharsh Rajeshbhai Gandhi and Mr. Sanjay Dayalji Kukadia are the Members of the Committee.

During the year under review, the Board has accepted all the recommendations of the Audit Committee.

20. AUDITORS:

i) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Rinkesh Shah & Co., Chartered Accountants, Statutory Auditors of the company shall hold the office till the conclusion of 34th Annual General Meeting of the Company to be held in the year 2027.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

ii) Cost Auditors:

Your directors have, based on the recommendation of the Audit Committee, appointed M/s. Kiran J. Mehta & Co., Cost Accountants (FRN: 000025) as the Cost Auditors of the Company to audit the Cost accounts for the financial year 2025-26 on existing remuneration of Rs.1,45,000/- subject to ratification of the remuneration by the Members. Accordingly, a resolution seeking Membersâ ratification for the remuneration payable to M/s. Kiran J. Mehta & Co., Cost Accountants, is included in the Notice convening the 32nd Annual General Meeting. The Board of Directors recommend passing of the resolution by way of Ordinary Resolution.

Your Company has received consent from M/s. Kiran J. Mehta & Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the financial year 2025-26 along with a certificate confirming their independence and armâs length relationship.

iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s Hardik Jetani & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for FY25.

The Secretarial Audit Report is appended as Annexure-C to the Boardâs Report. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM.

In light of the aforesaid, the Board of the Company has recommended the appointment of M/ s. Hardik Jetani & Associates, Company Secretaries (Firm Registration Number S2019GJ685300) as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years,

i.e.; from FY2025-26 up to FY 2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

M/s. Hardik Jetani & Associates, Company Secretaries have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process

by the Institute of Company Secretaries of India (âICSIâ) and hold valid certificate issued by the Peer Review Board of ICSI.

21. ANNUAL SECRETARIAL COMPLIANCE REPORT

Further, in terms of the regulatory requirements, M/s. Hardik Jetani & Associates has issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars/guidelines issued thereunder.

22. REPORTING OF FRAUD

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

23. SECRETARIAL STANDARDS

The Company complies with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of energy and technology absorption:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in "Annexure-D" to this report.

Foreign Exchange Earnings and Outgo:

The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-D to this report.

25. RISK MANAGEMENT:

The Company has formulated the Risk Management Policy which indicates Company''s standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. The Risk Management Committee will currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policy will apply across all products, throughout the firm. The risk management policy is available on the Companyâs website at https://www.surajgroup.com/pdfs/Policy/ Risk_Management_Policy.pdf.

26. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Companyâs Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the fast changing business requirements.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has framed a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board and was hosted on the Companyâs website at web link: https://www.surajgroup.com/investor_relations.

All the related party transactions and subsequent material modifications, if any, were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There were no material related party transactions entered into by the Company with Promoters, Promoters Group, Directors, Key Managerial Personnel or other designated persons or related party that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. the disclosure of RPTs as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is annexed as Annexure-E.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (âCSRâ) Committee. The composition and terms of reference of the CSR Committee is covered in the Corporate Governance Report.

The Company has also formulated a CSR policy (âCSR Policyâ) in accordance with the requirements of the Act containing details specified therein. The CSR Policy may be accessed on the Company''s website at the web link: https://www.surajgroup.com/ pdfs/Policy/csr_policy.pdf.

During the year under review, no changes were made to the CSR Policy.

During the year, the overall CSR spend was Rs. 42 lakhs. The Company spent Rs. 0.48 lakhs in excess of its cSr obligations and the excess amount will be set off against the required 2% CSR budget over the next immediate succeeding financial years.

An annual report on activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-F to the Boardâs Report.

29. WEB LINK OF ANNUAL RETURN:

The Annual Return in Form No. MGT-7 of the Company can be accessed from the website of the Company at https://www.surajgroup.com/investor_relations.

30. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure-G to this Report.

In terms of second proviso to Section 136 of the Act, the Report and accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members.

The Board affirms that the remuneration paid to the employees of the Company is as per the policy on Directorsâ appointment and remuneration/ compensation for Directors, Senior Management Personnel, Key Managerial Personnel and other employees and is in accordance with the requirements of the Act and SEBI Listing Regulations and none of the employees listed in the said Annexure are related to any Directors of the Company.

31. VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companyâs Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. During the year under review, no complaint was received from a whistleblower.

The vigil mechanism / whistle blower policy is available on the Companyâs website at https:// www.surajgroup.com/pdfs/Policy/Policy-for-Vigil-Mechanism.pdf.

32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

33. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has a risk management framework and Board members are informed about risk

assessment and minimization procedures and periodical review to ensure management controls risk by means of a properly designed framework.

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided below:

Key Risk	Impact to Suraj Limited	Mitigation Plans
Foreign Exchange Risk	Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability.	The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.
Human Resource Risk	Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Nonavailability of the required talent resource can affect the overall performance of the Company.	By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk.
Competition Risk	Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins, market share etc.	By continuous efforts to enhance the brand image of the Company by focusing on quality, Cost, timely delivery and customer service to mitigate the risks so involved.
Compliance Risk -Increasing regulatory requirements	Any default can attract penal provisions.	By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit.
Industrial Safety	The industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee helps to mitigate the risk so involved.

34. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as

there were no transactions/ instances on these items during the year under review:

1. There were no material changes or commitments affecting the financial position of the Company and except as reported in the Boardâs Report, there are no other events to report that has happened subsequent to the date of financial statements and the date of this report.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Companyâs operations in future.

3. There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

4. There is no instance for one time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

35. ACKNOWLEDGEMENT:

The Directors take this opportunity to convey their sincere appreciation to the various departments

of the Central and State Governments, the Companyâs bankers, material suppliers, customers, and shareholders for their continued support, cooperation, and guidance. The Board also places on record its deep appreciation for the dedicated efforts, commitment, and contribution of employees at all levels, which have been instrumental in the Companyâs performance and growth.

Mar 31, 2024

The Directors have pleasure in submitting their 31^st Annual Report of the Company together with the Audited Statements of Accounts of the Company for the year ended on March 31, 2024.

1. FINANCIAL RESULTS:

During the year under review, the Company has achieved total Comprehensive income of '' 2,185.02 lakhs on consolidated basis and '' 2,096.79 on Standalone basis. However, your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized Standalone and Consolidated financial results of the Company for the period ended March 31^st, 2024 are as follows:

(Rs. In Lakhs)
Particulars	2023-24 Standalone	2022-23	2023-24 Consolidated
Revenue from Operation	33,066.53	36,663.86	33,066.53
Other Income	345.27	566.53	345.27
Total Income	33,411.80	37,230.39	3,3411.80
Less: Expenditure	29,486.32	33,166.47	29,486.32
Profit/(loss)before Interest, Depreciation, Tax	3,925.48	4,063.92	3,925.48
Less: Interest	-	408.98	-
Less: Depreciation & Amortization Cost	938.49	792.78	938.49
Less: Extraordinary items		-	_-
Profit/(loss)Before Tax	2,986.99	2,862.16	2,986.99
Add : Share of Profit/Loss of associates	-	-	86.22
Profit(Loss) Before Tax	-	-	3,073.21
Less: Tax Expenses	920.81	849.77	888.34
Profit/(loss)after Tax	2,066.18	2,012.39	2,184.87
Other Comprehensive Income	0.15	-1.67	0.15
Income Tax Relating to above Item		0.48	-
Total Comprehensive Income for the period	2,066.33	2,011.20	2,185.02
Earnings Per share (EPS ) of '' 10 each Basic & Diluted	11.25	10.96	11.90

2. OPERATIONAL HIGHLIGHTS:

The company has earned gross revenue from operation during the year '' 33,066.53 lakhs as against '' 36,663.86 lakhs achieved in the previous year on standalone basis. The Company earned total income of '' 33,411.80 lakhs during the year as against total income of '' 37,230.39 lakhs earned in the previous year on standalone basis.

PAT during the year reported as '' 2,066.18 lakhs as against '' 2,023.39 lakhs reported in the previous year on standalone basis. PAT of your company increased by 2.11% during the year under review.

OPERATIONAL HIGHLIGHT OF ASSOCIATES; - M/s. Suraj Enterprise Private Limited, an Associates company has earned gross revenue from operation '' 186.13 lakhs during the financial year 202324. The Company has reported gross profit for the financial year '' 4.63 lakhs and Net Profit '' 2.86 Lakhs.

3. CHNAGES IN NATURE OF BUSINESS

There is no change in the nature of the company or object during the financial year.

4. TRANFER TO INVESTOR EDUCATION & PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules, 2016''), the amount of dividend remaining unclaimed/ unpaid for a period of seven years from the date of declaration to the "Unpaid Dividend Account" is required to be transferred to the Investors Education and Protection Fund (Fund) constituted by the Central Government. The Company was not required to transfer any amount to IEPF Account during the year under review as no amount outstanding in unclaimed dividend account. During the year review, your company has transferred amount of '' 1,05,000/- to IEPF Fund From dividend declare during the year 2023-24. This Dividend amount is on shares transferred to IEPF account, which is unclaimed for seven consecutive years.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 During the year under review, no amount was transfer to any other reserve. The profit earned during the year has been carried to the Balance sheet of the Company.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as per "Annexure-A".

7. MATERIAL CHANGES AND COMMITTMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of your company which has occurred between the end of financial year of the company i.e. March 31, 2024 and the date of Director''s Report.

8. QUALITY INITIATIVE:

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management.

9. DIVIDEND:

Your company has paid interim dividend of '' 275.46/- lakhs at the rate of 15% i.e. '' 1.50 per share on February 5, 2024.

The Board of Directors of the Company have approved a Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). This has been uploaded on the Company''s website at https:// www.surajgroup.com/pdfs/Policy/dividend_distribution_policy.pdf.

10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Suraj Enterprise Private Limited have become Associate Companies during the year under review. Suraj Enterprise Private Limited is an associates company of your company in which your company has made an investment of '' 12.78 Cr. Suraj Limited is holding 47.06% stake in such company. No company became or ceased to be subsidiary or joint venture of the company during the year.

11. SHARE CAPITAL:

Authorised Capital:

The Authorized Share Capital of the Company is '' 2,325 Lakhs divided into 2,32,50,000 Equity Share of '' 10 Each.

Issued, Subscribed & Paid-up Capital:

The paid up Equity Share Capital of the Company as on March 31, 2024 was '' 1,836.41 Lakhs divided into 18364100 Equity Shares of '' 10.00/- each.

During the year under review, there was no change took place in the authorized and paid-up share capital of the Company.

12. BORROWINGS:

The Company has outstanding borrowings as on March 31, 2024:

Particulars	Amount (? in lakhs)
Secured
Form Banks (CC, TL, LC & other) Bankers:	7,500.00
Unsecured	-
Total	7,500.00

13. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has incorporated the appropriate standards for corporate governance pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate reports on Corporate Governance Report as required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI(LODR), 2015"] as annexed as "Annexure-B" forming part of this Annual Report along with the Compliance Certificate on Compliance of the Conditions of Corporate Governance

14. CFO CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2023-24. The certificate received from CFO is attached herewith as per "Annexure - C".

15. LISTING FEES WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the financial year 2024-25 to BSE where the Company''s Shares are listed.

16. DEMATERIALISATION OF SHARES:

99.81% of the company''s paid up Equity Share Capital is in dematerialized form as on March 31, 2024 and balance 0.18 % is in physical form.

The equity shares of the Company are liquid and traded on BSE Limited.

17. COMPLIANCE TO SECRETARIAL STANDARD:

The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) during the year.

18. MEETING OF BOARD OF DIRECTORSI. NUMBER OF BOARD MEETINGS HELD:

The Board of Directors of the Company met Six (6) times during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

II. BOARD COMMITTEES:

The company has 4 (Four) Board Committees as on March 31, 2024.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, the details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

19. GENERAL MEETING:

During the year under review 30^th Annual General Meeting for the Financial Year 2022-23 was held on Thursday, June 8, 2023 at 10.30 a.m through Video Conferencing (VC).

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and madejudgments 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 of the company for the same period;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls with reference to financial statements in the company were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

21. AUDIT OBSERVATIONS:

There are no qualifications, reservations or adverse remarks made by M/s. Rinkesh Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended March 31, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. AUDITORS:

i) Statutory Auditors:

M/s. Rinkesh Shah & Co., Chartered Accountants, was appointed as Statutory Auditors for a period of 5 year(s) in the 29^th Annual General Meeting held on May 03, 2022 to hold the office till the conclusion of 34^th Annual General Meeting of the Company to be held in the year 2027. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2015.

ii) Cost Auditors:

M/s. Kiran J. Mehta & Co., Cost Accountants (FRN: 000025) appointed by the Board of Directors of the Company, to conduct the audit of the Cost records of the Company for the financial year 202425. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

iii) Secretarial Audit:

The Company has appointed M/s Hardik Jetani & Associates, Practicing Company Secretary, Ahmedabad to conduct the secretarial audit of the Company for the financial year 2023-24, as required under section 204 of the Companies Act, 2013 and rules thereunder.

Secretarial Audit Report for the financial year 2023-24 attached as "Annexure D".

Secretarial Auditor has mentioned in his report that Board Resolution as required under section 117 read with section 179 of the Companies Act, 2013 in respect of to borrow money (increase credit facility) not filed with the Registrar within the prescribed time. In this regard, the Management submit that there was inadvertent delay in filing of such form. The same shall be complied at the earliest.

22. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

23. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per Securities and Exchange Board of India and circulars/guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to SEBI Circular No. CIR/CFD/ CMD1/27/2019, dated May 13, 2024 has been obtained from M/s. Hardik Jetani & Associates, Company Secretaries, Secretarial Auditor of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises with two Independent Directors, One Whole Time Director and one is executive director (Chairman & CFO). The CSR Policy may be accessed on the Company''s website at the web link: https://www.surajqroup.com/ pdfs/Policy/csr_policy.pdf.

During the FY 2023-24 Last three-year total Average Net profit for the CSR Activity is '' 11,62,86,359.08. 2% of average profit of the same amount is '' 23,25,727/- Required to spend during the year. Your Company Give donation to Happy Faces Foundation Trust for the amount of '' 23,31,000/-. Happy Faces Foundation Trust is eligible to received fund as per CSR rule/guideline of Ministry. There is no unspent amount of CSR fund remain with company at the end of year. Separate CSR Report attached with this report as Annexure-G.

25. VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. During the year under review, no complaint was received from a whistleblower.

The vigil mechanism / whistle blower policy is available on the Company''s website at https:// www.surajgroup.com/pdfs/Policy/Policy-for-Vigil-Mechanism.pdf.

26. RISK MANAGEMENT:

The Company has formulated the Risk Management Policy which indicates Company''s standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. The Risk Management Committee will currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policy will apply across all products, throughout the firm. The risk management policy is available on the Company''s website at https://www.surajgroup.com/pdfs/Policy/ Risk_Management_Policy.pdf.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm''s length.

During the year, your company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI LODR Regulations. Your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website https://www.suraiqroup.com/pdfs/Policy/Policv-for-Related-Party-Transaction.pdf

28. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act") and Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The Board of the Company comprises of Eight (08) directors; one Executive Chairman, one Managing Director, two Whole-time Directors and remaining four being Independent Directors. As on the date of this report, the Board of the company constitutes of the following directors: During the year two independent directors were resigned due to expiry of their term. Mr. Ketan R Shah and Mr. Dipakbhai H Shah resigned from the board w.e.f 20.10.2023 and Mr. Jigar Jagrut Mehta and Mr. Altesh Shah appointed as Independent Director on the board w.e.f 20.10.2023.

Name of Directors	DIN/PAN	Designation
Mr. Ashok Tarachand Shah	00254255	Chairman & CFO
Mr. Kunal Tarachand Shah	00254205	Managing Director
Mr. Gunvantkumar Tarachand Shah	00254292	Whole Time Director
Ms. Shilpa Mangaldas Patel	07014883	Whole Time Director
Mr. Ketan Ratilal Shah	00583064	Non-Executive Independent Director (UPTO 20-10-2023)
Mr. Dipakbhai Himatbhai Shah	00565892	Non-Executive Independent Director (UPTO 20-10-2023)
Mr. Anil Kanwal Gidwani	09019265	Non-Executive Independent Director
Mr. Rajesh Chimanlal Kharadi	09019293	Non-Executive Independent Director
Mr. Jigar Jagrut Mehta	07792057	Non-Executive Independent Director (w.e.f. 20-10-2023)
Mr. Altesh Shah	10353478	Non-Executive Independent Director (w.e.f. 20-10-2023)

The brief resume of the Directors and other related information has been detailed in Corporate Governance Report of Company.

The Company has received declarations from their Directors that none of them is disqualified u/s 164 (2).

I. Retirement by Rotation:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Kunal Shah (DIN:00254205) and Ms. Shilpa Patel (DIN:07014883) being liable to retire by rotation, and being eligible, offer them self for reappointment. The Board recommends their reappointment in the ensuing Annual General Meeting. Apart from this, there is no change in the Directors and key managerial personnel of the company. ii. Board Evaluation:

The board of directors has carried out an evaluation of its own performance, Board Committees and individual directors, pursuant to the provisions of Companies Act and Listing Regulations. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

III. Nomination and Remuneration Policy:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonies the aspiration of human resources consistent with the goals of the Company.

The Remuneration Policy has been updated on the website of the Company at: https:// www.suraiqroup.com/pdfs/Policy/Nomination and remuneration policy.pdf.

IV. Certificate of Practicing Company Secretary:

The Company has obtained a certificate from M/s. Hardik Jetani & Associates, Practicing Company Secretary, Ahmedabad stating that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed / continuing as Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority, under "Annexure- E".

V. Remuneration Ratio of the Directors/Key Managerial Personnel (KMP)/Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr. No.	Name	Designation	Remuneration paid F.Y. 2023-24 '' in Lakh previous year	Remuneration paid F.Y. 2022-23 '' in Lakh	Increase in remuneration from '' in Lakh	Ration of Remu of each director to Median-Times
1	Mr. Ashok Shah	Chairman & CFO (ED)	91.20	70.80	20.40 (28.81% Increased)	456
2	Mr. Gunvant Shah	Whole time Director	67.20	51.00	16.20(31.76% Increased)	336
3	Mr. Kunal Shah	Managing Director	78.00	60.00	18.00 (30% Increased)	390
4	Ms. Shilpa Patel	Whole time Director	19.80	18.12	01.68 (9.27%)	90.06
5	Mr. Maunish Gandhi	Company Secretary	6.47	6.47	0.00	0.00

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided is forming part of this report. There is no other employee of the company who drawn salary under section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except above provide.

The Median remuneration of employee is '' 20,000/-.

There were 234 permanents employee on the rolls of the company as on 31.03.2024.

There was no increased in salary of other employee during the year.

It is hereby affirmed that remuneration paid as per nomination & remuneration policy of the company. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection Members of the Company.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the "Annexure-F" to this report.

The Company has commissioned wind mills at various sites in Gujarat for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener and cleaner earth.

30. DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act and LODR Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of LODR Regulations. Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.In the opinion of Board, the Independent Directors of the company possess the integrity, requisite experience and expertise, relevant for the industry in which the company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Director''s Databank of the Indian Institute of Corporate Affairs. The online proficiency self-assessment test conduct by the said institute have been cleared by all the independent directors.

31. BUSINESS RESPONSIBILITY REPORT:

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company as per the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, there were no incidences of sexual harassment reported.

33. WEB LINK OF ANNUAL RETURN:

The Annual Return in Form No. MGT-7 of the Company can be accessed from the website of the Company at https://www.suraiqroup.com/investor relations.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

35. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided below:

Key Risk	Impact to Suraj Ltd	Mitigation Plans
Foreign Exchange Risk	Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability.	The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.
Human Resource Risk	Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Nonavailability of the required talent resource can affect the overall performance of the Company.	By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk.
Competition Risk	Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins, market share etc.	By continuous efforts to enhance the brand image of the Company by focusing on quality, Cost, timely delivery and customer service to mitigate the risks so involved.
Compliance Risk -Increasing regulatory requirements	Any default can attract penal provisions.	By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit.
Industrial Safety	The industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee helps to mitigate the risk so involved.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

37. DEPOSIT:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review

38. DISCLOSURE ABOUT COST AUDIT & COST RECORD:

As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by the Company.

The company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants (FRN: 000025), under Section 148(3) of the Companies Act, 2013 to conduct the cost audit for the financial year 2023-24. The company has filed cost audit report within the prescribed time limit.

39. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The details on Internal Financial Control and their adequacy are provided in Management Discussion and Analysis Report.

40. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, no application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

41. ONE-TIME SETTLEMENT AND VALUATION

During the financial year 2023-24, no event has taken place that give rise to reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

42. COMPLIANCE OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 ("PIT REGULATIONS") AND CODE OF FAIR PRACTICES AND DISCLOSURE (FAIR DISCLOSURE CODE):

The Company has formulated Code of Conduct for Prevention of Insider Trading in SURAJ LIMITED Securities ("PIT Code") and Fair Disclosure Code in accordance with PIT Regulations with an objective of protecting the interest of Shareholders at large and preventing misuse of any Unpublished Price Sensitive Information (UPSI). The PIT Code and Fair Disclosure Codes are available on the website of the Company on https://www.suraiqroup.com/pdfs/Policy/Revised-Code-PIT-Fair-Disclosure-of-UPSI-wef-01.04.2019.pdf.

43. ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

Mar 31, 2019

To,

THE MEMBERS

The Directors have pleasure in submitting their 26^th Annual Report of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31^st March, 2019.

1. FINANCIAL RESULTS:

During the year under review, the Company has achieved Comprehensive income of Rs. 139.09 lakhs. However, your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31^st March, 2019 are as follows:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
Particulars	2018-19	2017-18	2018-19	2017-18
Revenue from Operation	17,943.70	20,701.64	18,154.07	20,731.57
Other Income	38.79	25.48	43.97	25.57
Total Income	17,982.49	20,727.12	18,198.04	20,757.14
Less: Expenditure	16,187.60	19,039.50	16,402.20	19,073.19
Profit/(loss)before Interest, Depreciation, Tax	1794.89	1687.62	1795.84	1683.95
Less: Interest	1041.33	950.19	1041.33	950.19
Less: Depreciation & Amortization Cost	658.83	639.33	658.83	639.33
Less: Extraordinary items	0	0	0	0
Profit/(loss)Before Tax	94.73	98.10	95.68	94.43
Less: Tax Expenses	(46.06)	59.41	(46.06)	59.41
Profit/(loss)after Tax	140.79	38.69	141.74	35.02
Other Comprehensive Income	(1.70)	(1.87)	(1.70)	(1.87)
Total Comprehensive Income for the period	139.09	36.82	140.04	33.15

2. CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements for the financial year 2018-19 of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

4. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27 of SEBI (LODR) Regulations, 2015 are complied with. The details are given in Annexure -"A".

5. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 to BSE where the Company''s Shares are listed.

6. DEMATERIALISATION OF SHARES:

99.72% of the company''s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2019 and balance 0.28% is in physical form. The Company''s Registrars are M/s MCS share transfer agent Ltd., having their office at, 201, Shatdal Complex, 2nd floor, Opp. Bata Show room, Ashram Road, Ahmedabad, Gujarat - 380009.

7. Number of Board Meetings held:

During the year under review, the Board duly met Four (4) times on 26/04/2018, 19/07/2018, 25/10/2018 and 12/01/2019 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose. For further details, please refer Corporate Governance Report.

8. DIRECTORS:

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls with reference to financial statements in the company were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

9. AUDIT OBSERVATIONS:

There are no qualifications, reservations or adverse remarks made by M/s. Rinkesh Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31^st March 2019 read with the explanatory notes therein are self explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

AUDITORS:

i) Statutory Auditors:

M/s. Rinkesh Shah & Co., Chartered Accountants, was appointed as Statutory Auditors for a period of 5 year(s) in the Annual General Meeting held on 20^th June, 2017 to hold the office till the conclusion of 29^th Annual General Meeting of the Company to be held in the year 2022. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,

The consent of M/s. Rinkesh Shah & Co., Chartered Accountants, Ahmedabad along with certificate under Section 139 of the Act has been obtained to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

ii) Cost Auditors:

M/s. Kiran J. Mehta & Co., Cost Accountants (FRN: 00025) appointed by the Board of Directors of the Company, to conduct the audit of the Cost records of the Company for the financial year 2019-20 be paid at such remuneration as shall be fixed by the Board of Directors of the Company.

iii) Secretarial Audit:

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, our Company needs to obtain Secretarial Audit Report from Practicing Company Secretary and therefore, M/s RTbR & Associates, Company Secretaries, Ahmedabad had been appointed to issue Secretarial Audit Report for the period ended on 31^st March 2019.

Secretarial Audit Report issued by M/s RTBR & Associates, Company Secretaries in Form MR-3, attached and marked as "Annexure B", for the period under review forms part of this report. The said report does not contain observation or qualification.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the "Annexure-C" to this report.

The Company has commissioned windmills in Gujarat for "Green Energy Generation", thus continuing to contribute in a small way towards a greener and cleaner earth.

12. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the period under review, the company had entered into any material transaction with its related party. None of the transactions with any of the related party were in conflict of companies interest. Attention of members is drawn to the disclosure of transactions with related parties set out in note number 27 of financial statements forming part of this report.

14. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Ashok Shah (DIN: 00254255) and Mr. Gunvant Shah (DIN: 00254292) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

15. KEY MANAGERIAL PERSONNEL:

The Board of Directors in their meeting held on 26^th April, 2018 accepted the resignation of Mr. Vatan Brahmbhatt from the post of company secretary and compliance officer of the Company. In the said meeting, the Board appointed Mr. Maunish S. Gandhi, Associate Company Secretary as the Company Secretary & Compliance Officer of the Company w.e.f 26^th April, 2018.

Further, the Board Directors in their meeting held on 19^th July, 2018 approved the resignation from the post of Managing Director of Mr. Ashok Shah and change in designation of Mr. Ashok Shah from MD to Director and CFO.

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

1. Ashok Shah, Chairman & CFO

2. Kunal Shah, Managing Director & CEO

3. Gunvant Shah, Vice Chairman & Whole Time Director

4. Shilpa Patel, Whole Time Director

5. Maunish S. Gandhi, Company Secretary & Compliance Officer

The brief resume of the Directors and other related information has been detailed in Corporate Governance Report of Company.

16. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return in form MGT 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure D" and is attached to this Report.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements for the year ended on 31^st March, 2019.

18. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

Sr. No.	Name	Designation	Remuneration paid FY 2018-19 Rs. in Lakh	Remuneration paid FY 2017-18 Rs. in Lakh	Increase in remuneration from previous year Rs. inLakh
1	Mr. Ashok Shah	Chairman & CFO (ED)	27.06	NIL	27.06
2	Mr. Gunvant Shah	Vice Chairman & WTD(ED)	19.56	NIL	19.56
3	Mr. Kunal Shah	Managing Director (ED)	23.06	NIL	23.06
4	Ms. Shilpa Patel	Whole Time Director (ED)	12.37	11.77	0.60

19. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided below:

Key Risk	Impact to Suraj Ltd	Mitigation Plans
Foreign Exchange Risk	Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability.	The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.

Human Resource Risk	Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Non-availability of the required talent resource can affect the overall performance of the Company.	By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk.
Competition Risk	Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins, market share etc.	By continuous efforts to enhance the brand image of the Company by focusing on quality, Cost, timely delivery and customer service to mitigate the risks so involved.
Compliance Risk -Increasing regulatory requirements	Any default can attract penal provisions.	By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit.
Industrial Safety	The industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee helps to mitigate the risk so involved.

20. ACKNOWLEDGEMENT:

Date: 02.05.2019 By the order of the Board of Directors

Place: Ahmedabad SURAJ LIMITED

Registered Office:

''Suraj House'', ASHOK SHAH

Opp. Usmanpura Garden, Chairman & CFO

Ashram Road, Ahmedabad-380014 (DIN:00254255)

CIN NO: L27100GJ1994PLC021088

Mar 31, 2018

The Directors have pleasure in submitting their 25th Annual Report of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2018.

FINANCIAL RESULTS:

During the year under review, the Company has achieved Comprehensive Income of Rs. 36.82 Lakhs However, your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31st March, 2018 are as follows:

(Rs. In Lakh)

Particulars	Stand	alone	Consolidated
	2017-18	2016-17	2017-18
Sales	20,648.76	20,599.05	20,678.69
Other Income	25.48	33.10	25.57
Total Income	20,674.24	20,632.15	20,704.26
Less: Expenditure	18,986.62	20,563.01	19,020.31
Profit/(loss)before Interest, Depreciation, Tax	1,687.62	1,631.11	1,683.95
Less: Interest	950.19	933.71	950.19
Less: Depreciation & Amortization Cost	639.33	628.26	639.33
Less: Extraordinary items	0	0	0
Profit/(loss)Before Tax	98.10	69.14	94.43
Less: Tax Expenses	59.41	26.40	59.41
Profit/(loss)after Tax	38.69	42.74	35.02
Other Comprehensive Income	(1.87)	0.41	(1.87)
Total Comprehensive Income for the period	36.82	43.15	33.15

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements for the Financial year 2017-18 of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2017 with a transition date of 1st April, 2016. The Financial Results for the year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2017-18 presented have been prepared in accordance with Ind AS.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015., the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to BSE where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

99.38% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2018 and balance 0.62% is in physical form. The Company''s Registrars are M/s MCS share transfer agent Ltd., having their office at, 201, Shatdal Complex, 2nd floor, Opp. Bata Show room, Ashram Road, Ahmedabad, Gujarat - 380009.

Number of Board Meetings held:

During the year under review, the Board duly met Four (4) times on 26/04/2017, 27/07/2017, 13/ 10/2017 and 11/01/2018 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose. For further details, please refer Corporate Governance Report.

DIRECTORS:

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls with reference to financial statements in the company were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT OBSERVATIONS:

There are no qualifications, reservations or adverse remarks made by M/s. Rinkesh Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31st March 2018 read with the explanatory notes therein are self explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

AUDITORS:

i) Statutory Auditors:

M/s. Rinkesh Shah & Co., Chartered Accountants, were appointed as Statutory Auditors for a period of 5 year(s) in the Annual General Meeting held on 20th June, 2017 to hold the office till the conclusion of 29th Annual General Meeting of the Company to be held in the year 2022. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company shall place the matter relating to such appointment for ratification by members at every annual general meeting and therefore it is proposed to ratify the appointment of M/s. Rinkesh Shah & Co., Chartered Accountants, as the Statutory Auditors of the Company. The consent of M/s. Rinkesh Shah & Co., Chartered Accountants, Ahmedabad along with certificate under Section 139 of the Act has been obtained to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

ii) Cost Auditors:

M/s. Kiran J. Mehta & Associates, Cost Accountants (FRN: 00025) appointed by the Board of Directors of the Company, to conduct the audit of the Cost records of the Company for the financial year 2017-18 be paid the remuneration as set out in the statement annexed to the notice convening this meeting.

iii) Secretarial Audit:

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, our Company needs to obtain Secretarial Audit Report from Practicing Company Secretary and therefore, M/s RTBR & Associates, Company Secretaries, Ahmedabad had been appointed to issue Secretarial Audit Report for the period ended on 31st March 2018.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises of two Independent Directors one whole time director and one is executive director (Chairman & CFO).

In pursuant to provision of section 135 and Schedule VII of the Companies Act, 2013, and CSR policy of company it is required to spend two percent of average net profit of the company for the three immediately preceding financial year. However the company has inadequate profit during the financial year 2017-18 and company is facing uphill task in meeting its financial obligations. Hence the company is unable to spend any funds on CSR activities for the time being. The company will incur the sum on CSR activities as soon as financial position of company will improve.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the "Annexure-C" to this report.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the period under review, the company had entered into any material transaction with its related party. None of the transactions with any of the related party were in conflict of companies'' interest. Attention of members is drawn to the disclosure of transactions with related parties set out in note number 27 of financial statements forming part of this report.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT :

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Kunal Tarachand Shah (DIN:00254205) and Ms. Shilpa Mangaldas Patel (DIN: 07014883) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer themself for reappointment. The Board recommends their reappointment.

KEY MANAGERIAL PERSONNEL:

Mr. Kunal Tarachand Shah (DIN:00254205) is the existing Managing Director & Chief Executive officer of the Company. The Board of Directors subject to approval of the shareholders proposes his reappointment as a Managing Director & Chief Executive officer under Section 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013, for a further period of five (5) years w.e.f. 28th September, 2017.

Ms. Shilpa Mangaldas Patel (DIN 07014883) is the existing whole time Director of the Company. The Board of Directors subject to approval of the shareholders proposes his re-appointment as a whole time Director under Section 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013, for a further period of five (5) years w.e.f. 12th November, 2017.

The Board of Directors in their meeting held on 26th April, 2018 accepted the resignation of Mr. Vatan Brahmbhatt from the post of company secretary and compliance officer of the Company and appointed Mr. Maunish S. Gandhi, Associate Company Secretary as the Company Secretary & Compliance Officer of the Company w.e.f 26th April, 2018.

The brief resume of the Directors and other related information has been detailed in Corporate Governance Report of your Company.

EXTRACT OF ANNUAL RETURN:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Sr. No.	Name	Designation	Remuneration paid FY 2017-18. Rs. in Lakh	Remuneration paid FY 2016-17. Rs..in Lakh	Increase in remuneration from previous year Rs.in Lakh
1	Mr. Ashok Shah	Chairman & CFO (ED)	NIL	NIL	NIL
2	Mr. Gunvant Shah	Vice Chairman & Whole time Director (ED)	NIL	NIL	NIL
3	Mr. Kunal Shah	Managing Director & CEO	NIL	NIL	NIL
4	Ms. Shilpa Patel	Whole time Director	11.77	10.17	1.60

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided below:

Foreign Exchange Risk	Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability	The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.
Human Resource Risk	Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Non-availability of the required talent resource can affect the overall performance of the Company.	By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk.
Competition Risk	Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins, market share etc.	By continuous efforts to enhance the brand image of the Company by focusing on quality, Cost, timely delivery and customer service to mitigate the risks so involved.
Compliance Risk -Increasing regulatory requirements	Any default can attract penal provisions.	By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit.
Industrial Safety	The industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee helps to mitigate the risk so involved.

ACKNOWLEDGEMENT:

Date: 26.04. 2018 By Order of the Board of Directors

Place: Ahmedabad SURAJ LIMITED

Registered Office:

''Suraj House'', Opp. Usmanpura Garden,

Ashram Road, Ahmedabad-380014 ASHOK T. SHAH

CIN NO: L27100GJ1994PLC021088 Chairman cum Chief Financial Officer

(DIN : 00254255)

Mar 31, 2017

The Directors have pleasure in presenting before you the Twenty fourth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2017.

FINANCIAL RESULTS:

The performance during the period ended 31st March, 2017 has been as under:

(Rs. In Lakh)

Particulars	2016-2017	2015-2016
1 Gross Income	19626.37	15349.55
2 Profit Before Interest and Depreciation	1631.52	1708.32
3 Finance Charges	933.71	951.89
4 Gross Profit	697.81	756.43
5 Provision for Depreciation	628.26	705.13
6 Net Profit Before Tax	69.55	51.30
7 Provision for Tax	26.64	12.18
8 Net Profit After Tax	42.91	39.12
9 Balance of Profit brought forward	6638.64	6599.52
10 Balance available for appropriation	42.91	39.12
11 Proposed Dividend on Equity Shares	NIL	NIL
12 Tax on proposed Dividend	NIL	NIL
13 Transfer from General Reserve	NIL	NIL
14 Surplus carried to Balance Sheet	6681.55	6638.64

OPERATIONS:

The Company achieved a turnover of 19626.37 Lacs during the current year as against 15349.55 Lacs during the previous year. The other income of the company for the said period stood at Rs. 33.09 Lacs as compared to Rs. 56.00 Lacs of previous financial year. The PAT levels were stood at Rs. 42.91 Lacs as compared to Rs. 39.12 Lacs previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the secretarial Auditor of the company M/s. RTBR & Associates, Company Secretaries confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to BSE where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

99.35% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2017 and balance 0.65% is in physical form. The Company''s Registrars are M/s MCS share transfer agent Ltd., having their office at, 101, Shatdal Complex, 1st floor, Opp. Bata Show room, Ashram Road, Ahmedabad, Gujarat - 380009.

Number of Board Meetings held:

The Board of Directors duly met 4 times during the financial year from 1st April, 2016 to 31st March, 2017. The dates on which the meetings were held are as follows:

26th May, 2016, 3rd August, 2016, 10th October, 2016, 23rd January, 2017

DIRECTORS:

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT OBSERVATIONS:

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory. AUDITORS:

i) Statutory Auditors:

The Auditors, M/s. Pankaj K. Shah Associates, Chartered Accountants, Ahmedabad retire at this Annual General Meeting & Appoint M/s. Rinkesh Shah & Associates.

ii) Cost Auditors :

M/s. Kiran J. Mehta & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2017 by the Board of Directors.

iii) Secretarial Audit:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In pursuant to provision of section 135 and Schedule VII of the Companies Act, 2013, and CSR policy of company it is required to spend two percent of average net profit of the company for the three immediately preceding financial year. However the company has inadequate profit during the financial year 2016-17 and company is facing uphill task in meeting its financial obligations. Hence the company is unable to spend any funds on CSR activities for the time being. The company will incur the sum on CSR activities as soon as financial position of company will improve.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

RELATED PARTY TRANSACTIONS:

During the period under review, the company had not entered into any material transaction with any of its related party. None of the transactions with any of the related party were in conflict of companies'' interest. Attention of members is drawn to the disclosure of transactions with related parties set out in note number 11 of financial statements forming part of this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Sr. No.	Name	Designation	Remuneration paid FY 2016-17. Rs.in Lakh	Remuneration paid FY 2015-16. Rs.in Lakh	Increase in remuneration from previous year Rs.in Lakh
1	Mr. Ashok Shah	Chairman & CFO (ED)	NIL	4.30	-4.30
2	Mr. Gunvant Shah	Vice Chairman & Whole time Director (ED)	NIL	3.10	-3.10
3	Mr. Kunal Shah	Managing Director & CEO	NIL	3.65	-3.65
4	Ms. Shilpa Patel	Whole time Director	10.17	9.86	0.31

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided below:

Foreign Exchange Risk	Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability	The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.
Human Resource Risk	Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Non-availability of the required talent resource can affect the overall performance of the Company.	By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk.
Competition Risk	Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins, market share etc.	By continuous efforts to enhance the brand image of the Company by focusing on quality, Cost, timely delivery and customer service to mitigate the risks so involved.
Compliance Risk -Increasing regulatory requirements	Any default can attract penal provisions.	By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit.
Industrial Safety	The industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee helps to mitigate the risk so involved.

Disclosure as per sexual harassment of women at work place (prevention, prohibition and redressal) act, 2013:

The company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of women at work place in line with provisions of the per sexual harassment of women at work place (prevention, prohibition and redressal) act, 2013 and rules there under.

ACKNOWLEDGEMENT:

For and on behalf of the Board

Place : Ahmedabad Ashok Shah

Date : 26.04.2017 Chairman & CFO

DIN : 00254255

Mar 31, 2016

_DIRECTORS REPORT_

To the Members,

The Directors have pleasure in presenting before you the Twenty Third Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS:

The performance during the period ended 31st March, 2016 has been as under:

_(Rs, In Lakh)_

Particulars	2015-2016	2014-2015
1 Gross Income	15290.11	25139.75
2 Profit Before Interest and Depreciation	1551.55	2488.57
3 Finance Charges	795.12	822.06
4 Gross Profit	756.43	1666.51
5 Provision for Depreciation	705.13	731.98
6 Net Profit Before Tax	51.30	934.53
7 Provision for Tax	12.18	245.43
8 Net Profit After Tax	39.12	689.10
9 Balance of Profit brought forward	3836.38	3529.80
10 Balance available for appropriation	3875.50	4218.90
11 Proposed Dividend on Equity Shares	-	288.96
12 Tax on proposed Dividend	-	59.16
13 Transfer from General Reserve	-	34.40
14 Surplus carried to Balance Sheet	3875.50	3836.38

OPERATIONS:

The Company achieved a turnover of 15290.11 Lakh during the current year as against 25139.75 Lakh during the previous year. The other income of the company for the staid period stood at Rs. 56.00 Lakh as compared to Rs. 305.27Lakh of previous financial year. The PAT levels were stood at Rs. 39.12 Lakh as compared to Rs. 689.10 Lakh previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 27 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the M/s. RTBR & Associates, Company Secretaries confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

99.33% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2016 and balance 0.67% is in physical form. The Company''s Registrars are M/s MCS Ltd., having their office at, 101, Shatdal Complex, 1st floor, Opp. Bata Show room, Ashram Road, Ahmadabad, Gujarat - 380009.

Number of Board Meetings held :

The Board of Directors duly met 4 times during the financial year from 1st April, 2015 to 31st March, 2016. The dates on which the meetings were held are as follows:

12th May, 2015, 6th August, 2015, 6th November 2015, 27th January, 2016

DIRECTORS: DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have 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 of the company for the same period;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT OBSERVATIONS:

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory. AUDITORS:

i) Statutory Auditors:

The Auditors, M/s. Pankaj K. Shah Associates, Chartered Accountants, Ahmadabad retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

ii) Cost Auditors:

M/s. Kiran J. Mehta & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2016 by the Board of Directors.

iii)Secretarial Audit :

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In pursuant to provision of section 135 and Schedule VII of the Companies Act, 2013, and CSR policy of company it is required to spend two percent of average net profit of the company for the three immediately preceding financial year. However the company has inadequate profit during the financial year 2015-16 and company is facing uphill task in meeting its financial obligations and due to recession in steel industry turnover of company is decreasing as compare to previous years. Hence the company is unable to spend any funds on CSR activities for the time being. The company will incur the sum on CSR activities as soon as financial position of company will improve.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

RELATED PARTY TRANSACTIONS:

During the period under review, the company had not entered into any material transaction with any of its related party. None of the transactions with any of the related party were in conflict of companies interest. Attention of members is drawn to the disclosure of transactions with related parties set out in note number 11 of financial statements forming part of this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Sr. No.	Name	Designation	Remuneration paid FY 2015-16. Rs.in Lakh	Remuneration paid FY 2014-15. Rs.in Lakh	Increase in remuneration from previous year Rs.in Lakh
1	Mr. Ashok T. Shah	Chairman & CFO (ED)	4.30	51.635	-47.335
2	Mr. Gunvant T. Shah	Vice Chairman (ED)	3.10	43.835	-40.735
3	Mr. Kunal T. Shah	Managing Director	3.65	37.235	-33.585
4	Ms. Shilpa Patel	Whole time Director	9.86	5.603	4.257

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided below:

Foreign Exchange Risk	Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability	The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.
Human Resource Risk	Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. No availability of the required talent resource can affect the overall performance of the Company.	By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk.
Competition Risk	Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins, market share etc.	By continuous efforts to enhance the brand image of the Company by focusing on quality, Cost, timely delivery and customer service to mitigate the risks so involved.
Compliance Risk -Increasing regulatory requirements	Any default can attract penal provisions.	By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit.
Industrial Safety	The industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee helps to mitigate the risk so involved.

Disclosure as per sexual harassment of women at work place (prevention, prohibition and redressal) act, 2013:

ACKNOWLEDGEMENT:

For and on behalf of the Board

Place : Ahmadabad Ashok Shah

Date : 26.05.2016 Chairman & CFO

DIN : 00254255

Mar 31, 2015

To the Members,

The Directors have pleasure in presenting before you the Twenty Ninth Annual Report of the Company ogether with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs.In Lakhs) Particulars 2014-2015 2013-2014

Total Revenue(Net) 24834.48 23800.76

Other Income 305.27 100.39

Interest 822.06 982.01

Profit Before Depreciation 1666.51 1647.62

Depreciation 731.98 1073.01

Profit Before Tax 934.53 574.61

Taxation -Current Tax 282.03 313.56

Excess/Short provision for earlier years 0.54 15.82

Deferred Tax (Assets/Liability (37.14) (122.57)

Net Profit After Tax 689.10 367.80

Balance of Profit brought forward 3529.80 3518.46

Amount available for appropriation 4218.90 3886.26

Appropriations

Proposed Dividend on Equity Shares 288.96 288.96

Tax on proposed Dividend 59.16 49.11

Transfer to Statutory Reserve 34.40 18.39

Balance carried to Balance Sheet 3836.38 3529.80

OPERATIONS:

The Company achieved a turnover of 24,834.48 Lacs during the current year as against 23,800.76 Lacs during the previous year, which shows increase of about 4.16% of turnover as compared to the previous financial year. The other income of the company for the said period stood at Rs. 305.27 Lacs as compared to Rs. 100.39 Lacsof previous financial year. The PAT levels were stood at Rs. 689.10 Lacs as compared to Rs. 367.80 Lacs previous financial year which shows increase of 46.63% as compared to last financial year.

DIVIDEND:

Directors recommend a final dividend of 15% i.e. Rs. 1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2015, subject to approval of shareholders at the ensuing general meeting.

TRANSFER TO STATUTORY RESERVE:

The company proposes to transfer Rs. 34.40 Lacs to the statutory reserve out of the amount available for appropriation and an amount of Rs. 689.10 Lacs is proposed to be retaining in the statement of profit and loss account.

DEPOSITS:

The company has not accepted any public deposit within the meaning of the provisions of Section 73 of companies act 2013 and rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Practsing company secretary of the company M/s. RTBR & Associates, confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

99.29% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 0.71% is in physical form. The Company''s Registrars are M/s MCS Ltd., having their office at 101, Shatdal Complex, 1st floor, Opp. Bata Show room, Ashram Road, Ahmedabad, Gujarat - 380009.

Number of Board Meetings held :

The Board of Directors duly met 4 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

21st May, 2014, 7th August, 2014, 13th Novemer, 2014, 05th February, 2015.

DIRECTORS :

Confirmation of Appointment:

Pursuant to the provisions of the section 161 (1) of the Companies Act, 2013 read with the Articles of Association of the company, Ms. Shilpa Patel is appointed as additional director, and to regularise her as director and she is liable for retire by rotation. Mr. Ashok T. Shah and Mr. Gunvant T. Shah are liable to retire by rotation and eligible themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have 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 of the company for the same period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT OBSERVATIONS :

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory. AUDITORS :

i) Statutory Auditors:

The Auditors, M/s. Pankaj K. Shah Associates, Chartered Accountants, Ahmedabad retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

ii) Cost Auditors:

M/s. Kiran J. Mehta & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of Company for the year ended 31st March, 2016 by the Board of Directors.

iii) Secretarial Audit:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises with two Independent Directors one whole time director and one is executive director (Chairman & CFO)

CSR Committee of the Board has developed a CSR Policy under Health Care and social welfare activity which is enclosed as part of this report Annexure-C.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions With the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-D. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement.

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /

EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Name Designation Remuneration paid FY 2014-15. Rs.in lakhs

Mr.AshokT.Shah Chairman & CFO 51.6 (ED)

Mr.Gunvant T.Shah Vice Chairman 37.20 (ED)

Mr. Kunal T.Shah Managing Director 43.80

Mr. Bipin Prajapati Whole Time Director 12.00

Ms. Shilpa Patel Whole time Director 5.46

Name Remuneration Increase in paid FY 2013-14. remuneration Rs.in lakhs from previous year Rs.in lakhs

Mr. Ashok T. Shah 49.00 2.6

Mr. Gunvant T. Shah 37.00 0.20

Mr. Kunal T. Shah 42.50 1.3

Mr. Bipin Prajapati 12.00 -

Ms. Shilpa Patel - -

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the ComDanv on risk manaaement is provided below:

Key Risk :

Foreign Exchange Risk

Human Resource Risk

Competition Risk

Compliance Risk Increasing regulatory requirements

Industrial Safety

Impact to Suraj Ltd :

Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability

Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Non- availability of the required talent resource can affect the overall performance of the Company.

Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins, market share etc.

Any default can attract penal provisions.

The industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.

Mitigation Plans :

The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways..

By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk.

By continuous efforts to enhance the brand image of the Company by focusing on quality, Cost, timely delivery and customer service to mitigate the risks so involved.

By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit.

By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee helps to mitigate the risk so involved.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

For and on behalf of the Board

Place: Ahmedabad Ashok Shah Date : 12.05.2015 Chairman & CFO DIN : 00254255

Mar 31, 2014

Dear Members,

The Directors present their 21st Annual Report together with the Audited Statement of Accounts of Company for the year ended 31st March, 2014.

Financial Results

The financial results of the Company for the year under review are as under: -

The summary of operating results for the year and appropriation of divisible profits is given below: (Rs. In Lacs)

2013-2014 2012-2013

Total Revenue (Net) 23800.76 26568.13

Other Income 100.39 145.58

Interest 982.01 1122.70

Profit Before Depreciation 1647.62 2098.75

Depreciation 1073.01 1036.07

Profit Before Tax 574.61 1062.69

Taxation-Current Tax 313.56 445.73

Excess/Short provision for earlier years 15.82 1.18

Deferred Tax (Assets/Liability) (122.57) (98.76)

Profit after Tax 367.80 714.53

Balance Brought Forward from previous year 3518.46 3177.72

Amount available for proposed appropriations: 3886.26 3892.25

Appropriations

Proposed Dividend 288.96 288.96

Provision for tax on Dividend 49.11 49.11

Transfer to Statutory Reserves 18.39 35.73

Balance carried forward to Balance Sheet 3546.94 3518.46

2) OPERATIONS:

The Company achieved turnover (net) of Rs. 23,800.76 Lacs as compared to Rs. 26,568.13 Lacs in the previous financial year, which shows a decrease of about 10.42% of turnover as compared to the previous financial year. The other income of the company for the said period stood at Rs. 100.39 Lacs as compared to Rs. 145.58 Lacs of previous financial year. The PAT levels were stood at Rs. 367.80 Lacs as compared to Rs. 714.53 Lacs previous financial year, which shows a decrease of 48.70% as compared to last financial year

3) DIVIDEND:

Your Directors recommend a final dividend of 15% i. e. Rs. 1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2014, subject to the approval of shareholders at the ensuing Annual General Meeting.

4) TRANSFER TO STATUTORY RESERVE

The Company proposes to transfer Rs. 18.39 lacs to the statutory reserve out of the amount available for appropriation and an amount of Rs. 367.80 lacs is proposed to be retained in the statement of profit and loss account.

5) DEPOSITS:

Your Company has not accepted any public deposit within the meaning of the provisions of Section 58A of the Companies Act, 1956 and Rules made there under

6) INTERNAL CREDIT RATING

Care rating services has assigned to the Company its ''CARE BBB-''corporate credit rating with outlook as stable

7) LISTING

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the Company has paid listing fee for F.Y. 2014-15.

8) DIRECTORS:

The Board of Directors of your company has various executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Bipin Prajapati, Director of the company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Dipak Himatbhai Shah (DIN: 00565892), Mr. Ketan Ratilal Shah (DIN: 00583064), Mr. Haren Rameshchandra Desai (DIN: 02285175) & Mr. Bhupendrasinh Babulal Patel (DIN: 05155901) as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Your directors recommend the re-appointment of these directors.

9) CORPORATE GOVERNANCE

Your company has taken adequate measures to ensure that the provision of corporate Governance as prescribed under clause 49 of the listing agreement with stock exchanges are complied with. A detailed report as per Appendix-I on corporate governance, as certified by the Company Secretary in whole time practice on its Compliance by the Company, forms part of this report. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

10) MANAGEMENT DISCUSSION & ANALYSIS

The management discussion & analysis is given separately and forms part of this annual report.

11) AUDITORS

M/s. Pankaj K. Shah Associates, Chartered Accountant (firm registration no. 107352W), retires at the close of this Annual General Meeting and is eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Pankaj K. Shah Associates, Chartered Accountant, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of Twenty Fourth AGM to be held in the year 2017, subject to ratification of his appointment at every subsequent AGM. The Company has received confirmation that his appointment will be within the limits prescribed under section 141 of the Companies Act, 2013. The Audit Committee of the Board has recommended his re-appointment. The necessary resolution is being placed before the shareholders for approval.

12) COST AUDITORS

The Government has stipulated Cost Audit of the Company''s records in respect of Steel tubes and pipes industries from the financial year commencing from 01/04/2012. M/s Kiran J. Mehta & Co., Cost Accountants have carried out this audit. Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules. 2014, the board has appointed said cost auditor for F.Y. 2014-15.

13) DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

i. in the preparation of the Profit and Loss Statement for the financial year ended 31st March, 2014 and the balance sheet as at that date ("financial statements"), applicable accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

iii. proper and sufficient care has been take for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The financial statements for the year ended 31st March, 2014 have been prepared on a going concern basis.

14) INTERNAL CONTROL SYSTEM

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

15) NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

During the period under review, the Company has re-constituted the Remuneration Committee and Shareholders Investors Grievance Committee with the name Nomination and Remuneration Committee and Stakeholders Relationship Committee respectively, without changing the constitution of the committee and with the same powers as delegated under Remuneration Committee and Stakeholders Relationship Committee to comply with the provisions of Section 178 of the Companies Act, 2014 read with clause 49 of the listing agreement.

16) EMPLOYEES:

Relations between the employees and the management continued to be cordial during the period under review. The Directors hereby place on record their appreciation for the efficient services rendered by the company''s employees at all levels.

None of the employee of the Company was drawing the remuneration exceeding the ceiling limits as prescribed in the Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 during the year under review. Hence, no information is required to be appended to this report in this regard.

17) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement giving Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and out-go, in terms of Sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, is given in Annexure forming part of this Report.

18) FINANCE:-

During the year under review, the company has continued to enjoy various credit facilities from the consortium bankers to the extent of Rs. 137 Crore to meet the short term liquidity requirements of the Company.

19) APPRECIATION AND ACKNOWLEDGEMENTS

The Directors thank the Company''s employees, customers, vendors, investors and the financial institutions, banks, Regulatory authorities, Stock Exchange for their continued support to the Company.

The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments / Agencies for the co-operation.

The Directors appreciate and value the contributions made by every member of the SURAJ family globally.

For and on behalf of the Board of Directors

Place: Ahmedabad Ashok Shah Date : 21st May, 2014 Chairman

Mar 31, 2013

The Directors present their 20th Annual Report together with the Audited Statement of Accounts of Company for the year ended 31st March 2013.

Financial Results

The financial results of the Company for the year under review are as under: -

The summary of operating results for the year and appropriation of divisible profits is given below:

(Rs. In Lacs)

2012-2013 2011-2012

Total Revenue (Net) 26568.13 24896.87

Other Income 145.58 134.58

Interest 1122.70 1156.06

Profit Before Depreciation 2098.75 1691.42

Depreciation 1036.07 1015.26

Profit Before Tax 1062.69 676.16

Taxation--Current Tax 445.73 250.76

-Excess/Short provision for earlier years 1.18 (126.16)

-Deferred Tax (Assets/Liability) (98.76) (73.84)

Profit after Tax 714.53 625.40

Balance Brought Forward from previous year 3177.72 2919.43

Amount available for proposed appropriations: 3892.25 3544.84 Appropriations

Proposed Dividend 288.96 288.96

Provision for tax on Dividend 49.11 46.88

Transfer to Statutory Reserves 35.72 31.27

Balance carried forward to Balance Sheet 3518.46 3177.73

2) OPERATIONS:

The Company achieved magnificent turnover (net) of Rs. 26,568.13 Lacs as compared to Rs. 24,896.87 Lacs in the previous financial year, which shows an increase of about 6.71% of turnover as compared to the previous financial year. The other income of the company for the said period stood at Rs. 145.58 Lacs as compared to Rs. 134.58 Lacs of previous financial year. The PAT levels were stood at Rs. 714.53 Lacs as compared to Rs. 625.40 Lacs previous financial year, which shows a increase of 14.25% as compared to last financial year.

3) DIVIDEND:

Your Directors recommend a final dividend of 15% i. e. Rs.1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2013, subject to the approval of shareholders at the ensuing Annual General Meeting.

4) TRANSFER TO STATUTORY RESERVE

In accordance with the statutory provisions and companies (Transfer of Profit to Reserves) Rules, 1975, The Company has transferred 5% of its distributable profit to Statutory Reserve as per the provision of Companies Act, 1956.

5) DEPOSITS:

Your Company has not accepted any public deposit within the meaning of the provisions of Section 58A of the Companies Act, 1956.

6) INTERNAL CREDIT RATING

Care rating services has assigned to the Company its ''CARE BBB-'' corporate credit rating with outlook as stable

7) LISTING

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the Company has paid listing fee for F.Y. 2013-14.

8) DIRECTORS:

The Board of Directors of your company has various executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Ashok Shah, Mr. Gunvant Shah and Mr. Haren Desai, Directors of the company, retires by rotation at the forthcoming Annual General Meting and being eligible, offers themselves for re-appointment. Your directors recommend the re-appointment of these directors.

9) CORPORATE GOVERNANCE

Your company has taken adequate measures to ensure that the provision of corporate Governance as prescribed under clause 49 of the listing agreement with stock exchanges are complied with. A detailed report as per Appendix-I on corporate governance, as certified by the Company Secretary in whole time practice on its Compliance by the Company, forms part of this report. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

10) MANAGEMENT DISCUSSION & ANALYSIS

The management discussion & analysis is given separately and forms part of this annual report.

11) AUDITORS

M/s. Pankaj K. Shah Associates, Chartered Accountant (firm registration no. 107352W), retire at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation that their reappointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

12) AUDITORS REPORT

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explain the matters, which are dealt with by the auditors and therefore need not require any comments under section 217(3) of the Companies Act, 1956.

13) COST AUDITORS

The Government has stipulated Cost Audit of the Company''s records in respect of Steel tubes and pipes industries from the financial year commencing from 01/04/2012. M/s Kiran J. Mehta & Co., Cost Accountants have carried out this audit. Their findings have been satisfactory.

14) DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

i. in the preparation of the profit and loss account for the financial year ended March 31, 2013 and the balance sheet as at that date ("financial statements"), applicable accounting standards have been followed; ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

iii. proper and sufficient care has been take for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The financial statements for the year ended 31st March 2013 have been prepared on a going concern basis.

15) INTERNAL CONTROL SYSTEM

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

16) EMPLOYEES:

Relations between the employees and the management continued to be cordial during the period under review. The Directors hereby place on record their appreciation for the efficient services rendered by the company''s employees at all levels.

None of the employee of the Company was drawing the remuneration exceeding the ceiling limits as prescribed in the Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 during the year under review. Hence, no information is required to be appended to this report in this regard.

17) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement giving Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and out-go, in terms of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars) Rules, 1988 is given in Annexure forming part of this Report.

18) FINANCE:-

During the year under review, the company has continued to enjoy various credit facilities from the consortium bankers to the extent of Rs. 137 Crore to meet the short term liquidity requirements of the company.

19) CEO and CFO CERTIFICATION

Mr. Ashok Shah, Chairman & CEO and Mr. Kunal Shah, Managing Director, have given certificate to the board as contemplated in sub-clause (V) of clause 49 of the Listing Agreement.

20) APPRECIATION AND ACKNOWLEDGEMENTS

The Directors thank the Company''s employees, customers, vendors, investors and the financial institutions, banks, Regulatory authorities, Stock Exchange for their continued support to the Company.

The Directors also thank the Government of various countries, Government of India, State Governments in

India and concerned Government Departments / Agencies for the co-operation.

The Directors appreciate and value the contributions made by every member of the SURAJ family .

For and on behalf of the Board of Directors

Date : 28-05-2013 Ashok Shah

Place : Ahmedabad Chairman & C.E.O.

Mar 31, 2012

To The Members of Suraj Limited, Ahmedabad

The Directors present their 19th Annual Report together with the Audited Statement of Accounts of Company for the year ended 31st March 2012.

Financial Results

The financial results of the Company for the year under review are as under :

The summary of operating results for the year and appropriation of divisible profits is given below: (Rs. In Lacs)

2011-2012 2010-2011

Total Revenue (Net) 24896.87 23817.58

Other Income 134.58 115.08

Interest 1156.06 1239.69

Profit Before Depreciation 1691.42 2002.50

Depreciation 1015.26 998.15

Profit Before Tax 676.16 1004.35

Taxation-Current Tax 250.76 347.59

--Excess/Short provision for earlier years (126.16) 2.49

--Deferred Tax (Assets/Liability) (73.84) (20.52)

Profit after Tax 625.40 674.79

Balance Brought Forward from previous year 2919.43 2615.33

Amount available for proposed appropriations: 3544.84 3290.12

Appropriations

Proposed Dividend 288.96 288.96

Provision for tax on Dividend 46.88 47.99

Transfer to Statutory Reserves 31.27 33.74

Balance carried forward to Balance Sheet 3177.73 2919.43

2) OPERATIONS

The Company achieved magnificent turnover (net) of Rs. 24,896.87 Lacs as compared to Rs. 23,817.58 Lacs in the previous financial year, which shows an increase of about 4.53% of turnover as compared to the previous financial year. The other income of the company for the said period stood at Rs. 134.58 Lacs as compared to Rs. 115.08 Lacs of previous financial year. The PAT levels were stood at Rs. 625.40 Lacs as compared to Rs. 674.79 Lacs previous financial year, which shows a decrease of 7.32% as compared to last financial year. The Net profit was decreased mainly due to steep increase in raw material prices and increase in financial costs as compared to previous financial year. Your directors of the company are aware of the said situation and are continuously striving to cope up the said situation.

3) DIVIDEND

Your Directors recommend a final dividend of 15% i. e. Rs. 1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2012, subject to the approval of shareholders at the ensuing Annual General Meeting.

4) TRANSFER TO STATUTORY RESERVE

In accordance with the statutory provisions and companies (Transfer of Profit to Reserves) Rules, 1975, The Company has transferred 5% of its distributable profit to Statutory Reserve as per the provision of Companies Act, 1956.

5) DEPOSITS

Your Company has not accepted any public deposit within the meaning of the provisions of Section 58A of the Companies Act, 1 956.

6) INTERNAL CREDIT RATING

Care rating services has assigned to the Company its ''CARE BBB-'' corporate credit rating with outlook as stable

7) LISTING

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the Company has paid listing fee for F.Y. 2012-13.

8) DIRECTORS

The Board of Directors of your company has various executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Kunal T Shah and Bipin K. Prajapati, Directors of the company, retires by rotation at the forthcoming Annual General Meting and being eligible, offers themselves for re-appointment.

Shri Bhupendrasinh B. Patel director of the company was appointed as the additional director of the Company w.e.f. 26th December 2011 in accordance with the provisions of Section 260 of the Act, whose period of office expires until the date of this Annual General Meeting.

Your directors recommend the re-appointment of these directors.

9) CORPORATE GOVERNANCE

Your company has taken adequate measures to ensure that the provision of corporate Governance as prescribed under clause 49 of the listing agreement with stock exchanges are complied with. A detailed report as per Appendix-I on corporate governance, to be certified by the Company Secretary in whole time practice on its Compliance by the Company, forms part of this report. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

10) MANAGEMENT DISCUSSION & ANALYSIS

The management discussion & analysis is given separately and forms part of this annual report.

11) AUDITORS

M/s. Pankaj K. Shah Associates, Chartered Accountant (firm registration no. 107352W), retire at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation that their reappointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

12) COST AUDITORS

The Government has stipulated Cost Audit of the Company''s records in respect of Steel tubes and pipes industries from the financial year commencing from 01/04/2011. M/s Kiran J. Mehta & Co., Cost Accountants have carried out this audit. Their findings have been satisfactory.

13) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

i. in the preparation of the profit and loss account for the financial year ended March 31, 2012 and the balance sheet as at that date ("financial statements"), applicable accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

iii. proper and sufficient care has been take for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The financial statements for the year ended 31st March 2012 have been prepared on a going concern basis.

14) INTERNAL CONTROL SYSTEM

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

15) EMPLOYEES

Relations between the employees and the management continued to be cordial during the period under review. The Directors hereby place on record their appreciation for the efficient services rendered by the company''s employees at all levels.

None of the employee of the Company was drawing the remuneration exceeding the ceiling limits as prescribed in the Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 during the year under review. Hence, no information is required to be appended to this report in this regard.

16) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Statement giving Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and out-go, in terms of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars) Rules, 1988 is given in Annexure forming part of this Report.

17) FINANCE

During the year under review, the company has continued to enjoy various credit facilities from the consortium bankers to the extent of Rs. 148 Crores with upper limits of working capital of Rs. 114 Crores to meet short term liquidity requirements of the company for the smooth and efficient running of the business.

18) CEO and CFO Certification

Mr. Ashok Shah, Chairman & CEO and Mr. Kunal Shah, Managing Director, have given certificate to the board as contemplated in sub-clause (V) of clause 49 of the Listing Agreement.

19) APPRECIATION AND ACKNOWLEDGEMENTS

The Directors thank the Company''s employees, customers, vendors, investors and the financial institutions, banks, Regulatory authorities, Stock Exchange for their continued support to the Company.

The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments / Agencies for the co-operation.

The Directors appreciate and value the contributions made by every member of the SURAJ family globally. Registered Office ''SURAJ HOUSE'',

Opp. Usmanpura Garden, For and on behalf of the Board of Directors

Ashram Road, Ahmedabad - 380 014

Date : August 6, 2012 Ashok T. Shah

Place : Ahmedabad Chairman & C.E.O.

Mar 31, 2011

To the Members,

The Directors submit the Annual Report of the Company along with the audited statement of accounts for the financial year ended March 31, 2011.

Financial Results

The summary of operating results for the year and appropriation of divisible profits is given below:

(Rs. In Lacs)

2010-2011 2009-2010

Sales and other Income 24260.73 17687.12

Interest 1239.69 869.37

Profit Before Depreciation 2011.44 1915.41

Depreciation 998.15 893.40

Profit Before Tax 1013.28 1022.01

Taxation - Current Tax 347.59 173.52

- FBT Tax - -

- Income Tax of earlier years 2.49 17.43

- Deferred Tax (Assets)/Liability 20.51 315.23

Profit after Tax 683.73 515.82

Prior Period Adjustment (8.94) (1.60)

Net Profit after prior period adjustment 674.79 514.21

Balance b/f from Previous Year 2615.33 2581.98

Amount available for proposed Appropriations: 3290.12 3096.20

Appropriations

Proposed Dividend 288.96 255.14

Provision for Tax on Dividend 47.99 43.36

Transfer to Statutory Reserves 33.74 25.71

Balance c/f to Balance Sheet 2919.43 2771.99

OPERATIONS OF THE COMPANY:

Business Performance Review

The gross sales for the period ended March 31, 2011 was Rs. 25225.60 lacs as compared to Rs. 18432.98 lacs in the previous year registering an increase of 36.85%. The Profit before Tax (PBT) for the period was Rs. 1013.28 as against Rs. 1022.01 lacs decrease by 0.86%. However the Profit after Tax (PAT) i.e., distributable profit clocked an increase of 31.23% and resulted at Rs. 674.79 as against Rs. 514.21 lacs. Dividend

Your Directors recommend a dividend of 15 % i. e. Rs. 1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2011 subject to the approval of shareholders at the ensuing Annual General Meeting.

Equity Share Capital

During the year, the Company allotted 22,55,000 equity shares of Rs. 10/- each to the shareholders of Suraj Limited pursuant to the Scheme of Amalgamation as approved by the Hon''ble High Court of Gujarat on August 5, 2010.

Change of Name

The Company has change the name of Suraj Stainless Limited to Suraj Limited after completing necessary procedure as required under the Companies Act, 1956. The name of Company is change to Suraj Limited w. e. f. June, 24, 2011 as per fresh Certificate of Incorporation issued by Registrar of Companies, Gujarat. The name of the Company has also been change with the Bombay Stock Exchange Ltd. (BSE) w. e. f. July 27, 2011.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the Company has paid listing fee for F.Y. 2011-12.

Deposits

Your Company has not accepted any deposits from the public during the year under review and hence there are no outstanding deposits as on March 31, 2011.

Directors

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company two of your Directors, viz., Mr. Ketan R. Shah and Mr. Dipak H. Shah retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report and auditors'' certificate regarding compliance of conditions of Corporate Governance forms part of the annual report.

Auditors

M/s. Pankaj K. Shah Associates, Chartered Accountant (firm registration no. 107352W), who are statutory auditors of the Company, hold office in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Directors'' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

(i) in the preparation of the profit and loss account for the financial year ended March 31, 2011 and the balance sheet as at that date ("financial statements"), applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

(iii) proper and sufficient care has been take for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control system, consistent with its size and nature of operations. In weighing the assurance provided by any such system of internal controls its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The audit committee meets at regular intervals to review the internal audit function;

(iv) The financial statements have been prepared on a going concern basis.

Quality Management

Quality is the most important mantra of the Company and effort is spared to ensure best quality and after sales service to the customer. Company has a clear strategic vision which is always in touch with the latest advancements in technology, thereby constantly upgrading production facilities and man-power skills. The Company also continues to maintain the ISO 9001(2000) quality standard.

Internal Control System

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

CEO and CFO Certification

Mr. Ashok T. Shah, Chairman & C. E. O. and Mr. Kunal T. Shah, Managing Director, have given certificate to the board as contemplated in sub-clause (V) of clause 49 of the Listing Agreement.

Health, safety and environmental protection

Your Company has complied with all the applicable environmental laws and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

Particulars of employees

The particular of employees required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all Shareholders of the Company excluding the statement of particulars of the employees. Any Shareholder interested in obtaining a copy may write to the Company Secretary at the Registered Office of the Company.

Conservation of energy, technology and foreign exchange

The particular of conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and forms part of this report.

Cash Flow Statement

As required under clause 32 of Listing Agreement with the Stock Exchanges, in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Profit and Loss Account.

Appreciation and Acknowledgements

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, Regulatory authorities, Stock Exchange and the stakeholders for their continued co-operation and support to the Company. Your directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the company.

For and on behalf of the Board of Directors

Ashok T. Shah

Chairman & C.E.O.

Ahmedabad Date : 09-08-2011

Registered Office : ''SURAJ HOUSE'', Opp. Usmanpura Garden, Ashram Road, Ahmedabad - 380 014

Mar 31, 2010

The Directors have the pleasure in presenting the 17th Annual Report of your company for the Financial Year 2009-2010.

Financial Results

The summary of operating results for the year and appropriation of divisible profits is given below:

(Rs. In Lacs)

2009-2010 2008-2009

Sales and other Income 17687.12 23097.13

Interest 869.37 737.00

Profit Before

Depreciation 1915.41 1456.84

Depreciation 893.40 545.42

Profit Before Tax 1022.01 911.42

Taxation -- Current Tax 173.52 328.00

-- FBT Tax - 6.89

-- Income Tax of earlier years 17.43 8.76

-- Deferred Tax(Assets)/ Liability 315.23 (18.50)

Profit after Tax 515.82 586.27

Prior Period Adjustment (1.60) (6.38)

Net Profit after prior period adjustment 514.21 579.89

Balance b/f from Previous Year 2581.98 2329.59

Amount available for proposed Appropriations: 3096.20 2909.48

Appropriations

Proposed Dividend 255.142 55.14

Provision for Tax on Dividend 43.36 43.36

Transfer to Statutory Reserves 25.71 28.99

Balance c/f to Balance Sheet 2771.99 2581.99

OPERATIONS OF THE COMPANY:

Business Performance Review

The gross sales for the period ended March 31, 2010 was Rs. 18432.98 lacs as compared to Rs. 24271.83 lacs in the previous year registering a decrease of 24.06%. The Profit before Tax (PBT) for the period was Rs. 1022.01 as against Rs. 911.42 lacs registering a growth of over 13.12%. However due to high provisioning of deferred tax liability. The Profit after Tax (PAT) i.e., distributable profit clocked a decrease of 11.32% and resulted at Rs. 514.21 as against Rs. 579.89 lacs.

Dividend

Your Directors recommend a dividend of 15 % i. e. Rs. 1.50 for each Equity Shares of Rs. 10/- for the year ended March 31, 2010 subject to the approval of shareholders at the ensuing Annual General Meeting.

Deposits

Your Company has not accepted any deposits from the public during the year under review and hence there are no outstanding deposits as on March 31, 2010.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Ashok T. Shah, Mr. Gunvant. T. Shah and Mr. Haren R. Desai, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Mahesh V. Parikh retires at the ensuring Annual General Meeting under section 260 of the companies Act, 1956. However the Company has received notice of his candidature under section 257 of the Companies Act, 1956 and being eligible for reappointment, offers himself for reappointment.

Directors Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

(i) in the preparation of the profit and loss account for the financial year ended March 31, 2010 and the balance sheet as at that date ("financial statements"), applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

(iii) proper and sufficient care has been take for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control system, consistent with its size and nature of operations. In weighing the assurance provided by any such system of internal controls its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The audit committee meets at regular intervals to review the internal audit function;

(iv) The financial statements have been prepared on a going concern basis.

Auditors

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments.

The Auditors, M/s. Pankaj K. Shah Associates, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The directors recommend the re-appointment of M/s. Pankaj K. Shah Associates, as the Companys Auditors.

Management Discussion and Analysis

The operational performance and future outlook of the business has been reviewed by the management based on current resources and future development of the Company.

Quality Management

Quality is the most important mantra of the Company and effort is spared to ensure best quality and after sales service to the customer. Company has a clear strategic vision which is always in touch with the latest advancements in technology, thereby constantly upgrading production facilities and man-power skills. The Company also continues to maintain the ISO 9001(2000) quality standard.

Internal Control System

Your Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report and auditors certificate regarding compliance of conditions of Corporate Governance forms a part of the annual report.

CEO and CFO Certification

Mr. Ashok T. Shah, Chairman & C. E. O. and Mr. Kunal T. Shah, Managing Director, have given certificate to the board as contemplated in sub-clause (V) of clause 49 of the Listing Agreement.

Health, safety and environmental protection

Your Company has complied with all the applicable environmental laws and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

Particulars of employees

Industrial relations in the Company were very cordial and stable. Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended regarding employees, is given in the annexure to the directors report.

Conservation of energy, technology and foreign exchange

The particular of conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and forms part of this report.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited and the Company has paid listing fee for F.Y. 2010-11.

Cash Flow Statement

As required under clause 32 of Listing Agreement with the Stock Exchanges, in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Profit and Loss Account.

Amalgamation:

The Company has already received an order from Honble High Court, Gujarat for amalgamation of Suraj Limited with Suraj Stainless Limited which is effective from 01-04-2009 and accordingly this results includes performance of transferor Company also.

Appreciation and Acknowledgements

Your Directors would like to express their appreciation for assistance and co-operation received from investors, customers, business associates, vendors, as well as regulatory and governmental authorities, Financial Institutions and Banks. The Board also expresses its appreciation of the understanding and support extended by the shareholders and committed services by the employees of the Company and looking forward to their continued patronage.

For and on behalf of the Board of Directors

Ahmedabad Ashok T. Shah

Date : 28-10-2010 Chairman & C.E.O.

Mar 31, 2009

The Directors have pleasure in presenting the 16thAnnual Report and the Audited Accounts for the financial year ended March 31, 2009.

Financial Results

The highlights of financial results of the company for the financial year ended March 31, 2009 are as under :-

(Rs.in lacs) 2008-2009 2007-2008

Sales and other Income 23097.13 27517.09 Interest 737.00 894.61 Profit Before Depreciation 1456.84 2582.24 Depreciation; 545.42 502.82 Profit Before Tax 911.42 2079.42 Taxation --Current Tax 328.00 684.63 - FBT Tax 6.89 4.88 - Income Tax of earlier years 8.76 5.05 - Deferred Tax (Assets)/Liability (18.50) 23.60 Profit after Tax 586.27 1361.26 Prior Period Adjustment (6.38) (5.81) Net Profit 579.89 1355.45 Balance b/f from Previous Year 2329.59 1340.41 Amount available for proposed Appropriations: 2909.48 2695.86 Appropriations Proposed Dividend 255.14 255.14 Provision for Tax on Dividend 43.36 43.36 Transfer to Statutory Reserves 28.99 67.77 Balance c/f to Balance Sheet 2581.99 2329.59

Performance :

During the year the turnover of the company is reduced from Rs. 27372.09 lacs to Rs. 22942.96 lacs in view of global melt down in the industries and consequently the profit before tax is also reduced from Rs. 2079.42 lacs to 911.42 lacs and profit after tax is also reduced from Rs. 1355.45 lacs to Rs. 579.89 lacs.

Dividend

The Board of the Directors of the Company are pleased to recommend dividend @15 % i.e. Rs. 1.50 for each equity share of Rs. 10/- on the Equity Share Capital of the Company for the Financial Year ended 31st March, 2009 subject to approval of the shareholders.

Expansion

The Company has success fully completed cold draw facility of pipes and now company can get more value addition

Award

The latest addition to Companys achievement is the AWARD OF " NIRYAT SHREE " Certificates of Excellence by FEDERATION OF INDIAN EXPORT ORGANISATIONS for outstanding Export Performance in the category of Engineering & Metallurgical Products, Non-SSI during the year 2005-06. This achievement has been accomplished by committed and well-trained people employees teamwork, communication, perseverance and customer service to the maximum in a safe and cooperative environment.

Quality Management

Quality is the most important mantra of the company and effort is spared to ensure best quality and after sales service to the customer. Company has a clear strategic vision which is always in touch with the latest advancements in technology, thereby constantly upgrading production facilities and man-power skills, Plans in the pipelines. The company also continues to maintain the ISO 9001(2000) quality standard.

Export Revenue

While establishing the company have in.mind to become one of the trusted producers of quality products, which has been successfully fulfilled by obtaining a good name in the International markets by supplying the quality products to more than 70 countries all over the world.

Finance

During the year the company has been sanctioned Term loan of Rs. 37.50 Crore from Punjab National Bank for expansion project of Seamless pipe division.

Directors

Mr. Mahesh V. Pankh had resigned as a Director during the year and the board appreciate the services rendered by him.

Mr. Kunai T. Shah and Mr. Bipin K. Prajapati retire from the Board by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Directors recommend their reappointment as proposed in the Notice for the Annual General Meeting.

Particulars Employees

As reguired, pursuant to provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, the names and other particular of employees(s) are set out in the annexure to Directors1 Report

Auditors

M/s. Pankaj K. Shah Associates, Chartered Accountants, Ahmedabad the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. M/s. Pankaj K. Shah Associates has confirmed that their re-appointment, if made shall be within the limits of section 224 (1B) of the Companies Act, 1956. The board recommends their re-appointment as Auditors and to fix their remuneration.

Auditors Report

The report of the Auditors of the company and notes to the accounts are self-explanatory and therefore-do not call for any further comments and may be regarded as adequate compliance of section 217(3) of the Companies Act, 1956. Amalgamation

The Board of directors have approved the Amalgamation of M/s. Suraj Limited with the Company subject to approval by appropriate authority. Management discussion and analysis

The operational performance and future outlook of the business has been reviewed by the management based on current business resources and future development of the company.

Performance and Future outlook

In line with industrial recession all over the world and more particularly in steel industry, the performance of the Company was not up to the mark but the company achieved satisfactory results during the year. However looking to the recovery process in the industry, the performance the company is excepted to generate good result during current year.

Internal Control System

Your company has clearly laid down polices, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

Human Resources / Indusrial Relation

Your company has always considered its employees as valuable assets and has adopted various HRD measures including proper appraisal of employees placement, recognition, career growth prospects, improvement of managerial and internal persona; skills through various training programs etc.

During the year under review, the industrial relations remained harmonious and cordial.

Corporate Governance

Your company has always confirmed to good Governance norms and has complied with corporate governance norms as mentioned in the Listing Agreement.

The Certificate of compliance from the auditor and report on Corporate Governance from directors, forms a part of this report.

Conservation of Energy Etc.

Information required under Section217(1) (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of the board of Director) Rules 1988, with respect to conservation of energy , technology absorption and foreign exchange earnings/outgo is annexed as an Annexure.

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 217(2AA) of the Companies Act, 1956 :

i) That, in the preparation of the Annual Accounts for the year ended 31 st March, 2009, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any,

ii) That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2009 and of the Profit of the Company for that year.

iii) That, proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv) That the Annual Accounts for the year ended 31st March, 2009 have been prepared on a going concern basis.

Listing

The Equity Shares of the Company are listed on the Bombay stock Exchange Limited and the company has paid listing fee for F.Y. 2009-10

Cash Flow Statement

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS 3) issued by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Profit and Loss Account.,

Acknowledgement

The directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels and the support received at all times from customers, suppliers, agents, and general public for their support and confidence reposed in the management.

Your Directors are also grateful to the Central and State Government Authorities and Companys Bankers for their continued assistance and support.

The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the management.

For and on behalf of the Board of Directors

Ahmedabad Date : 27th July, 2009 Ashok T. Shah Chairman & C.E.O.

Mar 31, 2008

The Directors have pleasure in presenting the 15thAnnual Report and the Audited Accounts for the financial year ended March 31, 2008.

Financial Results

The highlights of financial results of the company for the financial year ended March 31, 2008 are as under :-

(Rs.in lacs) 2007-2008 2006-2007

Sales arid other Income 29223.08 23328.49

Interest 694.61 529.45

Profit Before Depreciation 2582.24 1578.23

Depreciation 502.82 338.65

Profit Before Tax 2079.42 1239.58

Taxation - Current Tax 685.69 244.25

-- FBT Tax 4.88 5.75

-- Income Tax of earlier years 5.05 17.73

- Deferred Tax 23.60 155.76

Profit after Tax 1360.20 816.09

Prior Period Adjustment (5.81) (2.22)

Net Profit 1354.39 813.86

Balance b/f from Previous Year 1340.41 666.79

Amount available for proposed Appropriations: 2694.80 1480.66

Appropriations

Proposed Dividend 255.14 85.05

Provision for Tax on Dividend 43.34 14.45

Transfer to Statutory Reserves 67.77 40.76

Balance c/f to Balance Sheet 2329.60 1340.41

Performance Highlights :

The year witnessed a growth of about 25.26% in the sales turnover, which is at Rs. 290.78 crore (previous year Rs. 232.14 crore). During the year, your company achieved a record export turnover of Rs. 217.55 Crore to various destinations across the world inspite of competitive global market, registering a growth of about 30% over the previous year as against export turnover of Rs. 167.72 crore. This was possible due to better product mix. However the profit before tax increased by morethan 67% at Rs. 2079.42 Lacs against previous year profit of Rs. 1239.58 lacs and profit after tax also increased by morethan 66% at Rs. 1354.39 lacs against previous year net profit of Rs. 813.86 lacs which is possible due to backward integration successfully implemented by the company during the year.

Bonus Share:

During September, 2007, the company has issued bonus shares to its existing shareholders in proportion of 2 : 1 (i.e. Two bonus equity shares for every One Equity Share held) by capitalizing its Share Premium Account. As a result, the paid up Equjty Share Capital has increased from Rs. 566.97 lacs (56,69,700 equityshares of Rs. 10/ -) each to Rs. 1700.91 Lacs (1,70,09,100 Equity Shares of Rs. 10/- each)

Dividend

Considering the performance of the company, your Directors are pleased to recommend an Dividend of 15% on increased capital after issue of Bonus Shares, subject to approval of shareholders at the Annual General Meeting which will absorb Rs. 255.14 lacs excluding Rs. 43.34 lacs as tax on Dividend.

Directors

Mr. Harenkumar R. Desai was appointed as an Additional Director by the Board with effect from 26th July 2008.

He hold such office upto the date of the ensuing Annual General Meeting and being eligible offers himself for reappointment. The resolution seeking his appointment as Director is included in the notice of the Annual general Meeting-of the Company.

Mr. Nimesh M. Shah had resigned as a Director during the year and the board appreciate the services rendered by him.

Mr. Ketan R. Shah and Mr. Deepak H. Shah retire from the Board by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Particulars of Employees

There are no employee drawing remuneration exceeding the limit stipulated under Section 217(2A) of the

Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors & Auditors Report

M/s. Pankaj K. Shah Associates, Chartered Accountants, Ahmedabad, the statutory Auditors of the Company, retire at ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if appointed. They have issued a certificate stating their appointment, if made, would be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956.

The Auditors Report is self explanatory and do not call for further explanations and may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

Subsidiary Company:

During the year, the company has disposed off its investment in M/s. Suraj Enterprise Limited, and hence the company ceased to be a subsidiary of the company.

Management discussion and analysis

The operational performance and future outlook of the business has been reviewed by the management based on current business resources and future development of the company.

Performance and Future outlook

During the year under review, the company has shown all time high performance and, it has surpassed all the targets / estimates. Its performance has been exemplary aided by enhanced efficiencies and stringent cost control efforts. The steel sector offers a long term growth potential and the company looks forward to a brighter future.

Internal Control System

Your company has clearly laid down polices, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled.

Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

Human Resources / Industrial Relation

Your company has always considered its employees as valuable assets and has adopted various HRD measures including proper appraisal of employees placement, recognition, career growth prospects, improvement of managerial and internal personal skills through various training programs etc.

During the year under review, the industrial relations remained harmonious and cordial.

Corporate Governance

Your company has always confirmed to good Governance norms and has complied with corporate governance norms as mentioned in the Listing Agreement.

The Certificate of compliance from the auditor and report on Corporate Governance frdm directors, forms a part of this report.

Conservation of Energy Etc .

Information required under Section217(1) (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of the board of Director) Rules 1988, with respect to conservation of energy , technology absorption and foreign exchange earnings/outgo is annexed as an Annexure.

Directors Responsibility Statement

In compliance of Section 217(2AA), as incorporated by the companies (Amendment) Act, 2000 in the Companies Act, 1956, your Directors confirm :

i) That, in the preparation of the annual accounts, the applicable accounting standards had been followed,

ii) That, the directors have 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 ended 31st March, 2008 and of the profit of the company for that year,

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

iv) That, the directors have prepared the annual accounts on a going concern basis. Listing: The Equity Shares of the Company are listed on the Bombay stock Exchange Limited and the company has paid listing fee for F.Y. 2008-09.

Cash flow statement:

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS 3) issued by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Profit and Loss Account. Acknowledgement

The directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels and the support received at all times from customers, suppliers, agents, and general public for their support and confidence reposed in the management.

Your Directors are also grateful to the Central and State Government Authorities and Companys Bankers for their continued assistance and support.

The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the management.

For and on behalf of the Board of Directors Ahmedabad Date : 26th July, 2008 Asnok T. Shah Chairman & C.E.O.

Mar 31, 2007

The Directors have pleasure in presenting the 14th Annual Report and the Audited Accounts for the financial year ended March 31, 2007.

Financial Results

The highlights of financial results of the company for the financial year ended March 31, 2007 are as under :-

(Rs.in lacs)

2006-2007 2005-2006

Sales and other Income 23328.49 11693.12 Interest 529.45 195.56 Profit Before Depreciation 1578.23 599.66 Depreciation 338.65 138.68 Profit Before Tax 1239.58 460.99 Taxation - Current Tax 244.25 25.40 - FBT Tax 5.75 5.11 - Income Tax of earlier years 17.73 9.68 - Deferred Tax 155.76 134.60 Profit after Tax 816.09 286.20 Prior Period Adjustment (2.22) 0.28 Net Profit 813.86 286.48 Balance b/f from Previous Year 666.79 458.00 Amount available for proposed Appropriations: 1480.66 744.48

Appropriations Proposed Dividend 85.05 61.86 Provision for Tax on Dividend 14.45 8.67 Statutory Reserves 40.76 7.16 Balance c/f to Balance Sheet 1340.41 666.79

Performance Highlights :

The year witnessed a growth of about 99% in the sales turnover, which is at Rs. 232.14 crore (previous year Rs. 116.55 crore) was the highest ever achieved by your company. During the year, your company achieved a record export turnover of Rs. 167.72 crore to various destinations across the world inspite of competitive global market, registering a growth of about 94% over the previous year as against export turnover of Rs. 86.46 crore. This was possible due to better product mix. There has been significant improvement in the product mix. Your company will continue to exploit the export opportunities for regular and value added products in the European markets.

Subsidiary Company :

The company is having subsidiary company namely M/s. Suraj Enterprise Limited. A statement pursuant to section 212 of the Companies Act, 1956 relating to companys interest in subsidiary company is forming part of the Annual Accounts. Finance :

During the year company has issued 5,15,000 shares at a premium of Rs. 260 per share to Bsurinvest Bvba, Belgium aggregating to Rs. 13.90 Crores.

The company has also availed increased working capital limit for Rs. 105 Crores from bank.

During current year the company has also availed working capital facility from State Bank of India under consortium finance.

Bonus Share:

Looking to the increased performance of the company, the board has decided to reward to its shareholders by issuing bonus shares in the ratio of 2 : 1 share.

Consolidated Financial Statement :

As required by clause-32 of the Listing Agreement and in accordance with the Accounting Standard-21 your directors have pleasure to attach the Consolidated Financial Statements and Cash Flow Statement which form part of the Annual Report and Accounts.

Dividend

Considering the performance of the company, your Directors are pleased to recommend an increased Dividend of 15% as against 12% previous year, for the year on the Equity share.

The dividend payout for the year under review has been formulated in accordance with the Companys policy of keeping in view the Companys need for capital, its growth plans, the intent to finance such plans mainly through internal accruals and long term performance expectation. Your Directors believe this would be in the long term interest of the shareholders. Directors

Mr. Ashok T. Shah and Mr. Gunvant T. Shah retire from the Board by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Mr. Nimesh M. Shah and Mr. Bipin K. Prajapati were appointed as an Additional Director by the Board with effect from 29th January 2007. They hold such office upto the date of the ensuing Annual General Meeting and being eligible offers themselves for reappointment. The resolution seeking their appointments as Director is included in the notice of the Annual general Meeting of the Company. Particulars of Employees

There are no employee drawing remuneration exceeding the limit stipulated under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Auditors

M/s. Pankaj K. Shah Associates, Chartered Accountants, Ahmedabad, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, have expressed their willingness to be re-appointed.

Auditors Observations

Attention is invited to paragraph no. 4(f) & para vi & viii in Annexure -1 to Auditors Report which are self explanatory.

Directors Comments

The observations of the Auditor regarding non provision of interest tax liability, acceptance of deposit and maintenance of cost records are self explanatory and hence need no further clarification /explanation. Insurance

All the assets of your company, including Buildings and Equipments etc. have been adequately insured. Management discussion and analysis

The operational performance and future outlook of the business has been reviewed by the management based on current business resources and future development of the company. Performance and Future outlook

Export business of your company had an excellent year with sales growth of 94%.

During the year under review, the company has shown all time high performance and, it has surpassed all the targets / estimates. Its performance has been exemplary aided by enhanced efficiencies and stringent cost control efforts. The steel sector offers a long term growth potential and the company looks forward to a brighter future. Internal Control System

Your company has clearly laid down polices, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate. Human Resources / Industrial Relation

Your company has always considered its employees as valuable assets and has adopted various HRD measures including proper appraisal of employees placement, recognition, career growth prospects, improvement of managerial and internal personal skills through various training programs etc. During the year under review, the industrial relations remained harmonious and cordial. Corporate Governance

Your company has always confirmed to good Governance norms and has complied with corporate governance norms as mentioned in the Listing Agreement.

The Certificate of compliance from the auditor and report on Corporate Governance from directors, forms a part of this report.

Conservation of Energy Etc .

Information required under Section217(1) (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of the board of Director) Rules 1988, with respect to conservation of energy , technology absorption and foreign exchange earnings/outgo is annexed as an Annexure.

Delisting and Listing of Shares on NSE

Yours directors are pleased to inform you that the shares of your company are delisted from Ahmedabad Stock Exchange with effect from 15th June, 2007.

However your directors plan to enlist the shares of your company on National Stock Exchange to have better liquidity of shares and volume and thereby enhance the shareholders value.

Directors Responsibility Statement

In compliance of Section 217(2AA), as incorporated by the companies (Amendment) Act, 2000 in the Companies Act, 1956, your Directors confirm :

i) That, in the preparation of the annual accounts, the applicable accounting standards had been followed,

ii) That, the directors have 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 ended 31st March, 2007 and of the profit of the company for that year,

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

iv) That, the directors have prepared the annual accounts on a going concern basis.

Acknowledgement :

The directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels and the support received at all times from customers, suppliers, agents, and general public for their support and confidence reposed in the management.

Your Directors are also grateful to the Central and State Government Authorities and Companys Bankers for their continued assistance and support.

The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the management.

For and on behalf of the Board of Directors

Ahmedabad Ashok T. Shah Date: 26.6.2007 Chairman & C.E.O.

Mar 31, 2006

Your Directors have pleasure in presenting the 13thAnnual Report and the Audited Accounts for the financial year ended March 31, 2006.

Financial Results

The highlights of financial results of the company for the financial year ended March 31, 2006 are as under-

(Rs.in lacs) 2005-2006 2005-2006 2004-2005

Sales and other Income 11693.12 10034.56

Interest 195.58 127.50

Profit Before Depreciation 599.66 441.08

Depreciation 138.68 127.64

Profit Before Tax 460.99 313.44

Taxation

- Current Tax 25.40 119.43

- FBT Tax 5.11 -

- Income Tax of earlier years 12.55 -

- Deferred Tax 134.59 (4.09)

Profit after Tax 283.33 198.10

Prior Period Adjustment 3.15 5.78

Net Profit 286.48 192.32

Balance b/f from Previous Year 458.00 329.38

Amount available for proposed Appropriations: 744.48 521.70

Appropriations

Proposed Dividend 61.86 51.55

Provision for Tax on Dividend 8.67 7.23

Transfer to Statutory Reserves 7.16 4.92

Balance c/f to Balance Sheet 666.79 458.00

Performance Highlights :

The year witnessed a growth of about 16% in the sales turnover, which is at Rs. 116.93 crore (previous year Rs. 100.35 crore) was the highest ever achieved by your company. During the year, your company achieved a record export turnover of Rs, 86.47 crore to various destinations across the world inspite of competitive global market, registering a growth of about 33% over the previous year as against export turnover of Rs. 64.89 crore. This was possible due to better product mix. There has been significant improvement in the product mix. Your company will continue to exploit the export opportunities for regular and value added products in the European markets.

Wind Mill Project :

The company has installed 1.25 MW Wind Mill Project at Vanku Dist. Kutch. Power generated from this Wind Mill will be eligible for set off of Electricity Units of consumptions at companys factory at Thol Tal. Kadi. Due to Wind Mill Project, the company can save energy cost of appr. 72 lacs p. a. and also save Income Tax by way of higher depreciation on such Project.

Finance :

The company produced 4268 MT of Stainless Steel Pipes & Tubes during the year, Which is 93% of its installed capacity. The companys plant is working at optimum level during the year. In fact, the company had already expanded capacity to 8800 MT during later part of the year of Stainless Steel Pipes & Tubes in view of the export potentiality. The company has been sanctioned term loan of Rs. 8 crore for its backward integration Project and Rs. 4 Crore for Wind Mill Project by Punjab National Bank.

Corporate House

The Company had purchased its own house at Usmanpura being Suraj House, Opp. Usmanpura Garden for total cost of Rs, 1.63 Crore and for that the company had availed term loan from UTI Bank of Rs. 2 Crore.

Dividend :

Considering the performance of the company, your Directors are pleased to recommend an increased Dividend of 12% as against 10% previous year, for the year on the Equity share.

The dividend payout for the year under review has been formulated in accordance with the Companys policy of keeping in view the Companys need for capital, its growth plans, the intent to finance such plans mainly through internal accruals and long term performance expectation. Your Directors believe this would be in the long term interest of the shareholders.

Directors :

Mr. Mahesh V. Parikh and Mr. Kunal T. Shah retire from the Board by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Shri Ganpat J Rathod vacated the office of Directorship due to death on 2nd September 2005. The Board wishes to place on record its appreciation for the immense contribution and valuable guidance received from Mr. G. J. Rathod during his term as Director of the Company.

Mr. Ketan R. Shah was appointed as an Additional Director by the Board with effect from 31st December 2005 He hold such office upto the date of the ensuing Annual General Meeting and being eligible offers himself for reappointment. The resolution seeking his appointment as Director is included in the notice of the Annual general Meeting of the Company.

Particulars Of Employees :

There are no employee drawing remuneration exceeding the limit stipulated under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors :

M/s. Pankaj K. Shah Associates, Chartered Accountants. Ahmedabad, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, have expressed their willingness to be re-appointed.

Auditors Observations :

Attention is invited to paragraph no. vii & viii in Annexure-II Auditors Report wherein the auditors have observed that the internal audit and cost records are not maintained.

Directors Comments :

As regards internal audit, the company has already appointed a Firm of Chartered Accountants as an Internal Auditor and for maintenance of cost records the company is in the process of appointing Cost Auditor. The other observation of the Auditor regarding non provision of interest tax liability is self explanatory and hence need no further clarification/explanation

Insurance :

All the assets of your company, including Buildings and Equipments etc. have been adequately insured.

Management discussion and analysis :

The operational performance and future outlook of the business has been reviewed by the management based on current business resources and future development of the company.

Performance and Future outlook :

Export business of your company had an excellent year with sales growth of 16%

The year under review the company has shown all time high performance and, it has surpassed all the targets/estimates. Its performance has been exemplary aided by enhanced efficiencies and stringent cost control efforts. The steel sector offers a long term growth potential and the company looks forward to a brighter future.

Internal Control System

Your company has clearly laid down polices, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate. Human Resources/Industrial Relation

Your company has always considered its employees as valuable assets and has adopted various HRD measures including proper appraisal of employees placement, recognition, career giowth prospects, improvement of managerial and internal personal skills through various training programs etc.

During the year under review, the industrial relations remained harmonious and cordial

Corporate Governance

Your company has always confirmed to good Governance norms and has complied with corporate governance norms as mentioned in the Listing Agreement.

The Certificate of compliance from the auditor and report on Corporate Governance from directors, forms a part of this report.

Conservation of Energy Etc.

Information required under Section217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the board of Director) Rules 1988, with respect to conservation of energy technology absorption and foreign exchange earnings/outgo is annexed as an Annexure.

Directors Responsibility Statement :

In compliance of Section 217(2AA), as incorporated by the companies (Amendment) Act, 2000 in the Companies Act, 1956, your Directors confirm :

i) That, in the preparation of the annual accounts, the applicable accounting standards had been followed,

ii) That, the directors have 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 ended 31st March, 2006 and of the profit of the company for that year,

iii) That, the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, iv) That, the directors have prepared the annual accounts on a going concern basis

Acknowledgement :

The directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels and the support received at all times from customers, suppliers, agents, and general public for their support and confidence reposed in the management.

Your Directors are also grateful to the Central and State Government Authorities and Companys Bankers for their continued assistance and support.

The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the management.

For and on behalf of the Board of Directors Chairman & C.E.O Ahmedabad Kunal T. Shah Date : 28.6.2006 Managing Director

ANNEXURE TO DIRECTORS REPORT

Particulars required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 and forming part of the Directors Reports for the year ended March 31, 2006

Conservation of Energy :

Measures taken, additional investments and impact on reduction of energy consumption ;

Conservation of energy continues to receive top priority in the Company, particularly in production operations Regular plant maintenance review of energy generation and consumption are some of the measures adopted in this regard.

Form-A Disclosure of particulars with respect of conservation of energy.

Year Ended Year Ended 31-03-2006 31-03-2005

A) Power and Fuel Consumption F Electricity

* Purchase in Unit KWH 1320418 1107572

* Total Amount (Rs) 5763153 5123612

* Rate KWH (Rs) 4.36 4.63

B) Consumption per unit of production

F Production (M.T.) 4268 4273

* Total Nos. of Unit (KWH) 1320418 1107572

* Unit Per M.T. (KWH) 309.37 25920

* Cost per M.T. (Rs) 1348.85 1200.09

Form-B : Disclosure of particulars with respect of Technology Absorption of energy.

a) Research & Development : The Company has not so far formally established Research & Development wing.

b) Technology absorption, adaptation & innovation : The Company has not imported any technology.

Form-C Foreign Exchange earnings and outgo.

Particulars Amount In Rs.

1) Foreign Exchange earned 86,84,92,364 (Export of Goods on FOB Basis, as per Bank Realization certificate) 1

2) Foreign Exchange Outgo 72,15,83,369 (Material Import on CIF Basis) 1

3) Foreign Travel 13,40,573

4) Advertisements 6,16,927

5) Sales Commission 94,39,562

6) Business Development 10,34,807

Mar 31, 2005

Our Directors have pleasure in presenting Twelfth Annual Report together with the Audited Accounts of the company for the financial year ended March 31, 2005.

Financial Results

The highlights of financial results of the company for the financial year ended March 31, 2005 are as under :-

(Rs.in lacs) 2004-2005 2003-2004

Sales and Other Income 10034.56 7073.87

Interest 127.50 112.90

Profit Before Depreciation 441.08 282.91

Depreciation 127.64 115.82

Profit Before Tax 313.44 167.09

Taxation - Current Tax 119.43 45.00

- Deferred Tax (4.09) 7.08

Profit after Tax 198.10 115.01

Prior Period Adjustment 5.78 9.07

Net Profit 192.32 105.94

Add : Profit & Loss Account Balance brought forward 329.38 223.44

Amount available for proposed appropriations 521.70 329.38

Proposed Dividend - 51.55

Provision for Tax on Dividend - 7.23

Statutory Reserves - 4.92

Balance c/f to Balance Sheet 458.00 329.38

Performance Highlights :

The year witnsessed a growth of about 41.89 % in the sales turnover, which at Rs.100.23 Crore (Previous year Rs.70.64 crore),was the highest ever achieved by your company. During the year, your company could achieve a record export turnover of Rs. 64.89 Crore, to various destinations across the world in spite of competitive global market, registering a growth of about 64.52 % over the previous year as against turnover of Rs.39.44 crore. This was possible due to better product mix. There has been significant improvement in the product mix, Your company will continue to exploit the export opportunities for regular and value added products in the European markets.

Finance :

The company produced 4573 MT of Stainless steel Pipes & Tubes during the year, Which is 93 % of its installed capacity. The companys plant is working at optimum level. In fact, the company had planned for increasing its production capacity from 4900 MT to 8800 MT of Stainless steel pipes & tubes in view of the export potentiality. The company has been sanctioned term loan of Rs. 9.50 crores by Punjab National Bank as against the total Expansion project cost of Rs. 13.50 crores.

The company continue to maintain a conservative gearing ratio, and has met all its targeted financial ratios.

Dividend :

Considering the performance of the company, your Directors are pleased to recommended a maiden Dividend @ 10 % for the year on the Equity share.

The dividend payout for the year under review has been formulated in accordance with the Companys policy of keeping in view the Companys need for capital, its growth plans, the intent to finance such plans mainly through internal accruals and long term performance expectation. Your Directors believe this would be in the long term interest of the shareholders.

Directors :

Mr Dipak H, Shah and Mr. Ganpat J. Rathod retire from the Board by rotation at the ensuing Annual General. Meeting and being eligible offer themselves for reappointment. Shri Dinesh J. Shah has resigned from the board from 10th March 2005. The Board wishes to place on record its appreciation for the immense contribution and valuable guidance received from Mr. D. J. Shah during his term as Director of the Company.

Mr Mahesh V. Parikh was appointed as Additional Independent Director by the Board with effect from 10th March 2005. He hold such office upto the date of the ensuing Annual General Meeting and being eligible offers himself for reappointment. The resolution seeking his appointment as Director is included in the notice of the Annual general Meeting of the Company.

Particulars Of Employees :

There are no employees drawing remuneration exceeding the limit stipulated under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975.

Auditors & Auditors Report :

M/s. Pankaj K. Shah Associates, Chartered Accountants, auditor of the company will retire at the ensuing Annual general meeting and is eligible for reappointment. As required under the provision of section 224 of the Companies Act, 1956 the Company has obtained a written confirmation from the retiring auditors, to the effect that their reappointment, if made, shall be within the limits of section 224(1 B) of the Companies Act, 1956. the Board recommends their reappointment.

The comments in the Auditors Report read with Notes to the Accounts in Schedule are self explanatory and do not call for further explanation.

Insurance :

All the assets of your company, including Buildings, Plant and Machinery and Equipment, and inventories have been adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS :

The operational performance and future outlook of the business has been reviewed by the management based on current business resources and future development of the company.

Future outlook

To be competitive, it is essential to continueously improve the productivity of operation in all division to match best practice in the world and India.

The company is seeking to grow the export business in to a multi location capability in order to service more clients and handle higher volume of tube business. The marketing division is targeting higher volume and improved productivity. Your company continue to strive for improved quality standards and has gone one step further by obtaining TUV certification (Germany).

Internal Control System

The main focus has been on productivity, improvements and cost reduction in view of a challenging external environment and for that your company has well laid internal controls systems and procedures in all areas of activities to ensure that, all assets are protected against loss and that the financial and operational information is complete and accurate. It also ensures adherence to compliance with all regulatory guidelines.

Human Resources/Industrial Relation

The company considers its employees as valuable assets, and has adopted various HRD measures including proper appraisal of employees, placements, recognition, career growth prospects, improvements of managerial and internal personal skills through various training programmes etc.The industrial relations scenario continued to be stable during the period under review.

Corporate Governance :

Your company has always confirmed to good Governance norms and has complied with corporate governance norms as mentioned in the Listing Agreement.

The Certificate of compliance from the auditor and report on Corporate Governance of directors forms a part of this report.

Conservation Of Energy Etc.:

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant to section 217 (1) (e) of the Companies Act,1956 read with the Rule 2 of the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are given in the Annexure "A" which forms part of this Report.

Directors Responsibility Statement :

In compliance of Section 217(2AA), as incorporated by the companies (Amendment) Act, 2000 in the Companies Act, 1956, your Directors confirms:

i) that, in the preparation of the annual accounts, the applicable accounting standards had been followed.

ii) that, the directors have 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 ended 31st March, 2005 and of the profits of the company for the year ended on that date,

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

iv) that the directors have prepared the annual accounts on a going concern basis.

Acknowledgement :

We would like to place on record of our sincere appreciation for the support and co-operation extended by the Bank, central and State Government, Local Authorities and other business associates. The board wishes to place on record its appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring sustained growth that your Company has achieved during the year. We are deeply grateful to our shareholders for their confidence and faith mat they have always placed in us.

For and on behalf of the Board of Directors Ashok T. Shah Chairman & C.E.O. Ahmedabad Kunal T.Shah Date : 16th July, 2005 Managing Director

Annexure to Directors Report

Particulars required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 and forming part of the Directors Reports for the year ended March 31,2005.

Conservation of Energy :

Measures taken, additional investments and impact on reduction of energy consumption. Conservation of energy continues to receive top priority in the Company, particularly in production operations. Regular plant maintenance, review of energy generation and consumption are some of the measures adopted in this regard.

Form -B. Disclosure of particulars with respect of Technology Absorption of energy.

a) Research & Development: The Company has not so far formally established Research & Development wing.

b) Technology absorption, adaptation & innovation : The Company has not imported any technology.

Form - C Foreign Exchange earnings and outgo. (F.Y, 2004-05) Particulars Amount In Rs.

1) Foreign Exchange earned 63,21,37,865.00 (Export of Goods on FOB Basis, as per Bank Realization certificate)

2) Foreign Exchange Outgo 63,23,06.75 (Material Import on CIF Basis)

3) Foreign Travel 11,94,937.95

4) Advertisements 3,11,800.00

5) Foreign Commission

6) Business Development 2,03,804.00

Mar 31, 2003

The Directors are pleased to present the 10 th Annual Report and the Audited Accounts for the financial year ended March 31, 2003

Financial Results

Summarized results for the year are as under (Rs.in lacs) 2002-2003 2001-2002

Sales and other Income 4873.44 2848.59 Interest 112.02 138.55 Profit before Depreciation 12.31 90.16 Depreciation 96.52 71.43 Profit Before Tax 115.76 62.31 Taxation - Current Tax 5.50 04.00 -Deferred Tax 43.80 17.61 Profit after Tax 66.49 40.70 Prior Period Adjustment 1.64 0.16 Balance available for Appropriation 68.13 40.54 Balance b/f from Previous Year 155.31 114.77 Balance c/f to Balance Sheet 223.44 155.31

Review Of Operation

Your director have pleasure to inform you that operation during the year 2002-03 was substantially improved over previous year and the trend is expected to continue During the year, company has achieved Sales at Rs 48 44 crores representing an excellent sales growth of 70 62% over the previous year

During the year under review, profit before tax stood at Rs 115 79 Lacs registering a growth of 85 83 % over the previous year

The export sales of the company has registered an impressive growth of 122 73% This was made possible by augmentation of it's production capacity and quality conscious approach

During the year plant of your company continue to perform at high level of efficiency The plants are energy efficient comparable to the best of other plants It has produced 2885 M T during the year as against the production of 1637 M T in previous year, showing a substantial Improvement at 76 %

Dividend

To conserve the resources for the long term working capital requirement, the directors do not recommend dividend for the year under review

Directors

Mr Dinesh S Shah and Mr Kunal T Shah retires by rotation and being eligible for reappointment. offer themselves for reappointment

Particulars Of Employees

There are no employees drawing remuneration in excess of the ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

Auditors & Auditors' Report

M/s Pankaj K Shah Associates, Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment The Board recommends their appointment The comments in the Auditors' Report read with Notes to the Accounts in Schedule are self explanatory and do not call for further explanation

Insurance

All the assets of your company, including Buildings and Equipment's etc have been adequately insured

MANAGEMENT DISCUSSION AND ANALYSIS

The management of the company, present the analysis of performance of the company for the year 2002-03 and it's future outlook This outlook is assessed on the basis of current business resources and future development of the company.

Global and Indian Industrial Scenario And Development Stainless Steel has played an important role in the Global market, as far as Indian economy is concerned, scenario of Indian steel industries has dramatically changed during the year 2002-03 There has been steep rise in the demand of stainless steel tubes & pipes worldwide.

Within a short span of its existence, the company has established itself as a major global force The company's market share of its'product increased during the year as compared to last year With the concentrated efforts of the export market division, it has established the market in 53 Countries globally The achievement of record turnover during the year is remarkably at the peak level.

The Year In Retrospect And Future Outlook

During the year the company has maintained its dominant position in the export as well as in domestic market The company is capitalizing the excellent market response.

As a part of strategic business realignment, the company has reduced it's trading activities during the year and concentrated on manufacturing wide range of quality products. This rearrangement will bring the strength in the market of the company's position in the over all market share.

Apart from the domestic market, the Company's product have been well accepted in European countries, where the potential of the business is good and encouraging. Repeat orders from new and permanent foreign customers signify growing customer satisfaction.

Considering the substantial Improvement in production at 76 % over the previous year, excellent market response and constant How of repeated orders & inquires for exports as well as of domestic, your company's plant have been checked for reliability and has visualize for project investment to enhance it's production capacity and product range, which can be geared up for meeting the challenges in domestic and international market in future. This will help to meet quality norms, up-gradation and reducing operational delays in the cycle-time, thus bringing cost effectiveness in the company's operation. It will also help in achieving better customer service which should generate a sizable opportunities in future. Strength

In view of the last three years, company's main strength lies in an excellent track record of production and safety, coupled with a captive market of stainless steel around the globe .

Your company has always stood for deregulation , which eventually results in efficiency and reduction of overhead costs , which ultimately delivers better value for money to the company. Risk And Concerns

Risk is inherent elements of the business and it is essential for growth. The company is capitalizing the opportunities by envisaging the risk factors and manages with the aid of previous experience and strengthen the company by reducing the risk factor. Internal Control System

Your company has an adequate internal control system, commensurate with its size of operation and works. The company has set up an effective system to utilize it's resources at optimum level and the same has been monitored by qualified personnel. Â The company has clearly laid down policies, guidelines and system that form part of the internal control system which provides for automatic checks and balances. Thus it resulted into a complete and accurate financial and operational information. Your directors have great pleasure to inform you that company has already obtained Pressure Equipment Directive Certification (TUV/PED/CE-SYSTEMS) fromTUV Germany, which is an added qualification for exporting Tubes to European countries. During the year. the quality certification of ISO-9001 has also renewed. The company complies all the norms of these institutions to maintain the International quality standard of the product. Human Resources / Industrial Relation

Your company has always recognized its manpower as it's strength and assets. It believes that people is the driving force for the growth and expansion of the company. The company has taken a number of new initiative to improve the efficiency and welfare for its employees. Your company is constantly endeavoring it's efforts to attract on human potential by developing a cult of family. The Purpose of human potential development is to enable the staffs to manage in a manner that brings a sense of belonging and feelings of ownership amongst them.

Your company has maintained a cordial and good industrial relation with it's employees. Corporate Governance

Securities and Exchange Board of India (SEBI) has recently introduced a code of Corporate Governance and made certain provisions mandatory for the listed companies through the route of the listing Agreement. Your company is required to comply with the mandatory provisions from the financial year 2002-03.

Your company is committed to observe the best practices in the area of Corporate Governance and is conscious of its role towards various constituents of growth.

The Certificate of compliance from the auditor and report on Corporate Governance from directors,forms a part of this report. Conservation Of Energy Etc .

Information required under Section217(1) (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of the board of Director) Rules 1988, with respect to conservation of energy , technology absorption and foreign exchange earnings/outgo is annexed as an Annexure. Director's Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act, 1956, Directors confirm:

i) That, in the preparation of the annual accounts, the applicable accounting standards had been followed.

ii) That. the directors have selected such accounting policies and applied them consistently and made Judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2003 and of the profit of the company for that year,

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

iv) That, the directors have prepared the annual accounts on a going concern basis.

Acknowledgement

The directors place on record their appreciation of the continued and encouraging performance by employees and the support received at all times from customers, suppliers, share holders, agents, and general public for their support and confidence reposed in the management.

Your Directors are also grateful to the Central and State Government Authorities. Financial Institution and Company's Bankers for their continued assistance and support.

For and on behalf of the Board of Directors

Ahmedabad Ashok T. Shah Kunal T. Shah Date : 16th August, 2003 Managing Director Wholetime Director

Mar 31, 2002

The Board of Directors have pleasure in presenting the Ninth Annual Report together with Audited Accounts for the year ended 31st March, 2002.

FINANCIAL REVIEW AND ANALYSIS :

HIGHLIGHTS: (Rs.in lacs) 2001-2002 2000-2001

Turnover 2839.47 2357.93 Finance Cost 154.33 181.95 Depreciation 90.17 81.27 Operating Profit 53.19 37.58 Other Income 09.12 18.07 Profit Before Tax 62.31 55.65 Taxation - Currnet Tax 4.00 2.00 - Deferred Tax 17.61 0.00 Profit after Tax 40.70 53.65 Prior Period Adjustment 0.16 0.31 Balance available for Appropriation 40.54 53.96 Balance b/f from Previous Year 114.77 60.81 Balance c/f to Balance Sheet 155.31 114.77

REVIEW OF OPERATIONS :

Your director have great pleasure to inform you that the company has achieved record turnover during the financial year ended 31st March, 2002 amounting to an all time high of Rs. 2839.47 lacs as against Rs.2357.93 lacs during the previous year, registering a growth of 20% over the previous year.

The exports of the Company's products registered an impressive growth during the year under review. The company has achieved the export sales of Rs. 1183.67 Lacs during the year as against export sales of Rs. 850.12 Lacs during the previous year, registering a growth of 39%. It has also achieved the domestic sales of Rs. 1387.31 Lacs during the year as against the sales of Rs 1235.00 Lacs during the previous year registering a growth of 12%

The Company has achieved operating profit, amounted to Rs.53.19 Lacs during the year under review registering a growth of 41% over the previous year.

The improved performance could be attain on account of higher production, enhanced operating efficiencies, better working capital management, aggressive marketing, back by highly motivated sale team and over all cost reduction measures adopted by the company.

Your company has achieved overall excellence performance over the previous year in all segments including net profit. The profit after tax provision is lower than the previous year only due to recent guideline for providing for deferred tax provision.

THE YEAR IN RETROSPECT :

Despite uncertainties, the Country's economy grew at 5.4 % during the year as against 5.8 % in the previous year, largely due to recovery of the agriculture sector after two consecutive years of decline. The industrial sector however fared poorly, with a mere 3.3 % growth - the lowest in past eight years. Prices and profit margins were under even greater stress due to falling demands and increasing competition from cheaper imports. The Rupee and the stock markets also remained volatile. The average inflation rate during the period was at around 4.7 %

Keeping in view the down turn in the economy and the global meltdown in the technology sector, the Company's performance during the year can be considered very good.

PRODUCTION :

The Company has utilised 76.81 % of its installed capacity for production of S.S. Tubes and Pipes during the year, which is substaintally higher as compared to the previous years capacity utilisation of 59%. The increase in production was achieved due to productivity improvement and better utilisation of machines.

FOCUS:

The product of the company is well accepted by the international market and it has established export market arround the globe in more than 41 countries, exclusively due to its quality products and timely delivery. Hence your directors therefore expect better performance during the year.

The company looks to the year ahead with confidence.

FINANCE :

The Company undertook several efforts to reduce the interest cost.During the year under review, the Company has made repayment to the extent of Rs.79.54 lacs towards term loan to G.I.I.C. as per repayment schedule. EXPORT HOUSE RECOGNITION :

During the year the company has been awarded status of Govt. recognized "Export House". This can be considered a good achievement during short span of export started by the company. Due to this, the company expects better export during current year and envisages several benefits out of it.

DIVIDEND :

To conserve the resources for the long term working capital requirement, the Board of Directors do not recommend any dividend for the year under review.

CONSERVATION OF ENERGY ETC :

The particulars regarding the Conservation of Energy & Technology Absorption & Foreign Exchange Earnings & Outgo are given in Annexure-I annexed to this report.

DIRECTORS :

Mr. Gunvant T. Shah, retires by rotation and being eligible for reappointment, offer himself for reappointment. Shri Dipak H. Shah was appointed as an Additional Director under Section 260 of the Companies Act with effect from 30th March, 2002. He hold office upto the date of ensuing Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 proposing the appointment of Shri Dipak H. Shah as director of the Company liable to retire by rotation.

PARTICULARS OF EMPLOYEES :

There are no employees drawing remuneration in excess of the ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDIT COMMITTEE :

The Board of Directors of the Company had formed an audit committee comprising of Shri Ashok T. Shah, Shri Dinesh S. Shah and Shri Dipak H. Shah. The committee's role, terms of reference and the authority and powers are in conformity with the requirement of the Companies Act, 1956.

AUDITORS & AUDITORS' REPORT :

M/s. Pankaj K. Shah Associates, Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting and being eligible, the Board request to reappoint them as Auditors from the conclusion of this Annual General Meeting to the next Annual General Meeting.

The comments in the Auditors' Report read with Notes to the Accounts in Schedule are self explanatory and do not call for further explanation.

LISTING OF THE COMPANY'S EQUITY SHARES :

The Equity Shares of your Company continue to be listed during the year under review at the Ahmedabad and Mumbai Stock Exchanges. The Company has paid the annual listing fees for the financial year 2001 - 2002 to these Stock Exchanges.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, Directors confirm:

i) That, in the preparation of the annual accounts, the applicable accounting standards had been followed.

ii) That, the directors have 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 ended 31st March, 2002 and of the profit of the company for that year.

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

iv) That, the directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Corporate Governance Report as required by clause 49 of the Listing Agreement with the Stock Exchange is not applicable to the Company because the paid-up Share Capital of the Company is less than Rs. 10 Crores. However the same will be applicable from the financial year 2002-03.

SUBSIDIARY COMPANY :

As required U/S 212 of the companies Act, 1956, the Audited Balance and the Profit and Loss Account along with the Reports of Directors and Auditors of Suraj Chemtech Ltd, Subsidiary company of the company, are annexed hereto. However M/s. Suraj Chemtech ceased to be a subsidiary of the company after the close of financial year i.e 30-05-02

ACKNOWLEDGMENTS :

Your Directors appreciate the valuable co-operation extended by the Central and State Government authorities and are extremely grateful to the Financial Institutions and the Company's Bankers for their continued assistance, guidance and support. Your Directors are also grateful to the Employees, Shareholders, Agents, Customers and the genera] public for their support and confidence reposed in the Management.

ANNEXURE TO DIRECTORS' REPORT

A. Conservation of Energy :

Energy conservation measures taken by the Company mainly include selection & installation of energy efficient equipments and energy saving devices. The impact of measures on the cost of production is not precisely ascertainable. (As per Form - "A" below.) B. Technology Absorption :

a) Research & Development : The Company has not so far formally established Research & Development wing.

b) Technology absorption, adaptation & innovation : The Company has not imported any technology. C. Foreign Exchange earnings and outgo :

1) Foreign Exchange earnings (Goods Exported): Rs. 11,32,37,796/- 2) Foreign Exchange Outgo (Materials Import) : Rs. 5,05,39,153/- 3) Foreign Travel : Rs. 2,91,148/- 4) Foreign Commission : Rs. 8,27,379/-

For and on behalf of the Board of Directors

Place : Ahmedabad Ashok T.Shah Date : 31st August, 2002 Chairman & Managing Director

Mar 31, 1999

The Board of Directors have pleasure in presenting the Sixth Annual Report together with Audited Accounts for the period ended 31st March, 1999.

FINANCIAL RESULTS :

The Financial Results of the Company for the year is as under :

(Rs. in lacs) 1998-1999 1997-1998

Total Sales & Other Income 1576.15 37.92 Interest 107.80 2.19 Depreciation 64.50 6.34 Taxation 0.26 4.08

Profit after Taxation 2.17 4.16

Balance available for Appropriation 2.17 4.16

APPROPRIATION :

Statutory reserve - 0.83 General reserve - 0.83 Profit & Loss A/C 2.17 2.50

2.17 4.16

The Statement showing projections v/s performance under clause 43 of the listing agreement is as under :

(Rs. in lacs) Projection Performance

Total Income 604.54 1576.15 Profit before Depreciation 496.60 66.93 Depreciation 148.59 64.50 Profit before Taxation 348.01 2.43 Profit after Taxation 348.01 2.17

Since the actual performance is for the Amalgamated company, after considering the effect of amalgamation, the figures of projection and performance are not comparable.

REVIEW OF OPERATION :

During the year under review, the company had carried out a very little activity of financial sector, as the process of Amalgamation of group company with the company was under progress.

Accordingly, the working result for the current year shown above are mostly for the manufacturing activities resulted from the Amalgamating Company and therefore the figures of corresponding period of previous year are not comparable.

Looking to the industrial sluggishness and other economical condition of the country, the working results of the company is considered satisfactory.

DIVIDEND :

In view of negligible profit and to conserve the resources for the long term working capital requirement, the Directors do not recommend any dividend for the year under review.

CHANGE OF NAME :

After Amalgamation of Suraj Stainless Ltd. with the company, the company has changed the name of the company from Suraj Finsec Limited to Suraj Stainless Limited after complying the necessary formalities of change of name with the office of Registrar of Company, Gujarat. A certificate to this effect has been issued by the Registrar of Companies, Gujarat on 24/08/99.

CAPITAL :

Pursuant to the Scheme of Amalgamation, the company has on 29th April, 1999 allotted 800 Equity Shares of Rs. 10/- each fully paid up to the erstwhile shareholders of Suraj Stainlees Ltd., As a result, the paid up share capital of the company stands increased from the existing Rs. 515.39 Lacs to 515.47 Lacs.

AMALGAMATION OF SURAJ STAINLESS LTD., WITH THE COMPANY :

The shareholder of the company, at the court convened meeting held on 28th November, 1998 had subject to the approval of financial institutions passed the resolution approving the scheme of Amalgamation of Suraj Stainless Ltd. with the company effective from 1st April, 1998. The said scheme inter alia provided that 1 equity share of the company would be issued for every 1 equity share of Suraj Stainless Ltd., After, obtaining necessary approvals from financial institutions, bank and other Government authorities, the honourable high court of Gujarat has approved the Scheme of Amalgamation vide its order dated 28/04/99.

Suraj Stainless Ltd. has been merged with the company with effect from 01/04/98 and the financial result of the company for the year ended 31/03/99 incorporates the working results of the trasnferor company for the corresponding period.

CONSERVATION OF ENERGY ETC :

The particulars regarding the Conservation of Energy & Technology Absorption & Foreign Exchange Earnings & Outgo are given in Annexure - I annexed to this report.

DIRECTORS :

Mr. Gunvant T. Shah retire by rotation and being eligible for reappointment, offer himself for reappointment.

PARTICULARS OF EMPLOYEES :

There are no employees drawing remuneration in excess of the ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS :

M/s. Pipara & Co., Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting and being eligible, the Board request to reappoint them as Auditors from the conclusion of this Annual General Meeting to the next Annual General Meeting.

AUDITORS' REPORT :

The comments in the Auditors' Report read with Notes to the Accounts in Schedule are self explanatory and do not call for further explanation.

LISTING OF THE COMPANY'S EQUITY SHARES

The Equity Shares of the Company continue to be listed during the year under review at the Ahmedabad and Mumbai Stock Exchanges. The Company has paid the annual listing fees for the financial year 1999 - 2000 to these Stock Exchanges.

PERFORMANCE OF SUBSIDIARY :

The Audited Statement of Accounts of Company's subsidiary, together with the Directors' report and Auditors' Report for the year ended 31/03/99 as required u/s. 212 of the Companies Act, 1956 are attached.

Y2K COMPLIANCE :

The company has taken effective steps to deal with the year 2000 (Y2K) related issues. Most of the information technology systems and other equipments in the company's offices and operating units are Y2K compliant. There is a contingency plan to take care of any break down or failure in the future. Hence the directors do not foresee any risk in this regards. The expenditure to ensure Y2K compliance is not significant.

A. Conservation of Energy :

Energy conservation measures taken by the Company mainly include selection & installation of energy efficient equipments and energy saving devices. The impact of measures on the cost of production is not precisely retainable. (As per Form - "A" below.)

B. Technology Absorption :

a) Research & Development : The Company has not so far formally established Research & Development wing.

b) Technology absorption, adaptation & innovation : The Company has not imported any technology.

c) Foreign Exchange earnings and outgo :

1. Foreign Exchange earnings (Goods Exported) : FOB Rs. 25.56,840/-.

2. Foreign Exchange Outgo (Materials Import) : CIF Rs. 274,68,825/-.

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