Directors Report of Surya Pharmaceuticals Ltd.

Mar 31, 2013

Dear Shareholders,

The are pleased to present the 21st Annual Report on the business and operations of Surya Pharmaceutical Limited along with the Annual Accounts and the Auditors'' Report thereon for the financial year ended 31st March, 2013. The financial highlights for the year under review are given below:-

CORPORATE RESULTS (Rs. in Crores)

PARTICULARS 2012-2013 2011-2012

Revenue From operations 60.33 1622.95

Profit (loss) before Interest, Depreciation & Taxes (174.62) (192.75)

Profit (loss) before Depreciation & Taxes (378.31) (358.60)

Depreciation 62.46 34.62

Profit (loss) before Tax (440.78) (393.22) Provision for Taxation

Current -- --

Deferred Tax 144.19 120.72

MAT Asset Appropriation -- --

Net Profit (loss) after Tax (314.52) (272.50)

Opening balance of General Reserve 227.20 494.12

Appropriations:

Proposed Dividend -- --

Other Appropriations 12.71 (0.65)

Transfer to General Reserves (301.81) (273.15)

Closing Balance of General Reserves (74.60) 227.20

During the year 2012-13, the net revenue of your Company was Rs. 60.33 crores as compared to Rs. 1622.95 crores during the previous year.

Loss before interest, depreciation and taxes was Rs. (174.62) crores as compared to loss of Rs. (192.75) crores during the previous year. Further, the Company reported a Net Loss of Rs. (314.52) crores after tax as compared to Net Loss after tax of Rs. (272.50) crores in the previous year.

DIVIDEND

In lieu of the current financial condition of your Company, the Board of Directors regret their inability to declare any Dividend for the Financial Year 2012-2013.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis of financial condition and results of operation of the Company for the year under review is included in the Management Discussion & Analysis section of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your company is an integrity driven organization that focuses on traditional values coupled with innovative management and broad social vision. Today, society expects corporate to go beyond statutory compliances and contributing towards the society for its development. In sync with this, ''giving back to society'' has always been a key mandate for your Company and as a company, its role stretches into demonstrating serious corporate social commitment.

Your Company is committed to developing its business towards ecological, social and economic sustainability. All activities and initiatives are planned specific to the needs of the target stakeholders. The ultimate objective is to see that each business decision takes into account its social impact and accordingly plans an intervention to mitigate the adverse impacts arising out of that decision. Accordingly, your Company installed the most advanced anti-pollution devices to keep the environment in and around the manufacturing facilities clean and green.

SUBSIDIARY COMPANIES

As approved by the Board of Directors of the Company, the reports and accounts of the subsidiary Companies are not annexed to this Report. A statement pursuant to Section 212 of the Companies Act, 1956 however, is annexed.

Annual accounts of the subsidiary Companies are kept at the Registered Office of the Company for scrutiny by any Member. Members interested in obtaining a copy of the accounts of the subsidiaries may write to the Company.

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 provided an exemption to Companies from complying with the provisions of Section 212 of the Companies Act, 1956, of the provisions of attaching the Directors Report, Balance Sheet and Profit and Loss Account of subsidiary Companies with the Annual Report, provided the Companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the financial statements of the subsidiary Companies. The audited annual accounts and related information of the subsidiary Companies are available for viewing at your Company''s website at www.suryapharma.com. Relevant information of the subsidiary Companies, as required to be furnished by the aforesaid circular, forms part of the Annual Report.

The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and prepared in accordance with Accounting Standard 21 as specified in Companies (Accounting Standards) Rules, 2006 also forms part of this Annual Report.

REFERENCE TO SICK INDUSTRIES & BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR)

As on July 20, 2013, at time of adopting the financial statements of your Company for the year ended / as at March 31, 2013, the Board of Directors formed an opinion that the entire net worth of your Company had eroded and, in accordance with the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985, a reference is being filed with the Hon''ble Board for Industrial and Financial Reconstruction (BIFR).

FIXED DEPOSITS

During the year under review, your Company has not accepted any fresh deposits. There were no overdue deposits as on 31st March, 2013 except an amount of Rs 1,52,554/- which remained unclaimed.

CAPITAL STRUCTURE

During the year under review, there was no change in the Authorized Share Capital and the Paid up Share Capital of the Company.

DIRECTORS

Mrs. Alka Goyal, Director of the Company, retires by rotation and being eligible has offered herself for reappointment.

Mr. Shiv Kumar Yadav, an Independent Director of your Company, resigned from the said office with effect from May 25, 2013, and Mr. Subhash Chander Marwaha, Nominee Director of SBI, also resigned with effect from May 29, 2013. Mr. Dharam Pal Singhal, another Independent Director of your Company, resigned from the said office on June 15, 2013.

As a result of the aforesaid resignations, the total strength of the Board of Directors of your Company has reduced to two, which is less than the minimum number of Directors statutorily required for a Public Limited Company.

The Board of Directors are making efforts to appoint a new person as a Director of your Company, which act is likely to take time as persons are unwilling to be appointed to office of Director of your Company due to actions initiated by certain creditors for winding up of your Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed that:-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) 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 as at 31st March, 2013 and of the loss incurred for the year ended on that date.

(iii) The Directors have 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) The Directors have prepared the annual account of the Company on a ''going concern'' basis.

AUDITORS AND THEIR REPORT

M/s. AAD & Associates, Chartered Accountants, Auditors of the Company have expressed their unwillingness to be reappointed to the said office. The Board of Directors of your Company have held discussions with M/s. MSN & Associates, Chartered Accountants, who have expressed their willingness to be appointed to the said office. The said M/s. MSN & Associates, Chartered Accountants, have confirmed that their appointment, if made, would be within the limits prescribed in the Companies Act, 1956, and that they are not otherwise disqualified within the meaning of Section 226(3) of the Companies Act, 1956 for such appointment.

The point wise Management''s reply to Auditors observation contained in the Auditor''s Report at Serial Nos. 1 to 4 is as under:- Opinion No. 1

The Provision for employee benefit has been provided on accrual basis and no actuarial valuation certificate has been obtained as required by AS15.

The Directors do not expect that there would be a material difference between the amount provided for on accrual basis and the amount that may be determined on basis of actuarial valuation.

Opinion No. 2

Managerial Remuneration paid to Directors in FY 2011-12 has exceeded the limit as prescribed in the Companies Act, 1956. The Company sought approval from Central Government for condo nation of excess remuneration. The same is still pending.

Necessary adjustment, if any, shall be carried out upon receipt of communication from the Central Government.

Opinion No. 3

Attention is invited to restructuring of facilities carried out by lenders to the Company in January, 2013, followed by recall of loan notice issued by some of the lenders. At this stage, it is not possible to evaluate the effect of the outcome of aforesaid notice of recall.

Necessary entries shall be carried out in books of account once the same are is determined.

Opinion No. 4

The Board of Directors of the Company since June 15, 2013 comprises of 2 persons, which is less than the minimum number of Directors statutorily required in case of Public Company, and is a contravention of section 252 of the Act. The Whole Time Secretary mandatorily required to hold office under section 383A of the Act is not in office since from May 28, 2013, which is a contravention of the said section. As on date, there is no person in employment of the Company except its Managing Director and Executive Director.

Your Board is making efforts to appoint Directors as per applicable requirements.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to gain present level of growth.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the Stock Exchanges.

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

SECRETARIAL AUDIT

For each quarter of the Financial Year 2012-13, a qualified practicing Company Secretary carried out audits to reconcile the total admitted Share Capital with NSDL and CDSL, total issued and listed Share Capital. The reports confirm that the total issued / paid up Share Capital is in agreement with the total number of Shares in physical form and the total number of dematerialized Shares held with NSDL and CDSL.

COST AUDIT

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed cost audit of the Company''s pharmaceutical products. Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government, the Board of Directors have re-appointed M/s. J. Verma & Associates as Cost Auditors of the Company for the Financial Year 2013-14.

The Cost Audit Report for the year 2011-12 is under finalization.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-A forming part of this Report.

PARTICULARS OF EMPLOYEES

There were no employees whose particulars are required to be disclosed in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors express their gratitude to all Banks and Financial Institutions who have directly or indirectly supported the Company for meeting Short Term or Long Term and financial needs of the Company''s expanding operations.

Your Directors place on record their sincere thanks to the Central and State Governments of Punjab, Haryana, Himachal Pradesh and the state of J&K for their continued support to the Company. The Board also places on record the appreciation for the support provided by the customers, suppliers, equipment vendors and others to the Company.

Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support of the esteemed Shareholders of the Company.

The Board expresses its appreciations of the commitment, contribution and support of all employees of the Company for attaining the present level of growth.

For & on behalf of the Board

For Surya Pharmaceutical Limited

Sd/-

Place: Chandigarh RAJIV GOYAL

Date: 14.08.2013 (Chairman & Managing Director)

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Mar 31, 2012

The are pleased to present the 20th Annual Report on the business and operations of Surya Pharmaceutical Ltd. along with the Annual Accounts and the Auditors' Report thereon for the financial year ended 31st March, 2012. The financial highlights for the year under review are given below:

CORPORATE RESULTS (Rs. in Crores)

2011-2012 2010-2011

Revenue for the year 1622.95 1600.42

Profit(loss) before Interest, Depreciation & Taxes (192.75) 256.05

Profit(loss) before Depreciation & Taxes (358.60) 158.27

Depreciation 34.62 26.55

Profit(loss) before Tax (393.22) 131.72 Provision for Taxation

Current - 26.25

Deferred Tax 120.72 6.14

MAT Asset Appropriation - (0.84)

Net Profit (loss)after Tax (272.50) 100.16

Opening balance of General Reserve 494.12 288.72 Appropriations:

Proposed Dividend - 2.89

Other Appropriations (0.65) 1.61

Transfer to General Reserves (273.15) 95.67

Closing Balance of General Reserves 227.20 494.11

During the year 2011-12, the net revenue of the Company was Rs. 1622.95 crore as compared with Rs.1659.91 crore during the previous year.

Loss before interest , depreciation and taxes was Rs (192.75) Crore as compared with profit of Rs. 256.05 crore during the previous year.Further ,the Company reported a Net Loss of Rs.(272.50),after tax as compared with PAT of Rs.100.16 Crore last year.

The company has faced various operational and financial problems in the recent past. Some of them are:-

1) Steep fall in prices of cephalosporins and the slowdown in the industry.

2) Time and Cost overrun in commissioning of plant at Jammu due to changes in the regulatory framework and the change in product profile owing to competition from Chinese players resulted into increased fixed costs.

3) The menthol business could not do as per the expectation due to volatility in prices of menthol products.

4) The company has borrowed funds for financing its rapid expansion in business and formation of subsidiaries which resulted in disproportionate increase in debt as compared to the revenues.

5) The Company incurred a forex exchange loss during the FY 2012 on account of huge volatility in the price of rupee against dollar.

DIVIDEND

In lieu of the current Financial condition of the company, the Board of Directors regret their inability to declare any dividend for the financial year 2011-2012 .

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion & Analysis of financial condition and results of operation of the Company for the year under review is included in the Management Discussion & Analysis section of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Surya Pharmaceutical is an integrity driven organization that focuses on traditional values coupled with innovative management and broad social vision. Today, society expects corporate to go beyond the statutory compliances and putting something back into society. In sync with this, 'giving back to society' has always been a key mandate for Surya and as a company, its role stretches beyond mere business considerations into demonstrating serious corporate social commitment.

Surya is committed to developing its business towards ecological, social and economic sustainability. The Group rather sees Corporate Social Responsibility as a new business strategy to reduce investment risks and maximise profits by taking all the key stakeholders into confidence. All activities and initiatives are planned specific to the needs of the target stakeholders. The ultimate objective is to see that each business decision takes into account its social impact and accordingly plans an intervention to mitigate the impacts arising out of that decision. Accordingly, we installed at Surya's manufacturing facilities the most advanced anti-pollution devices to keep the environment in and around the manufacturing facilities clean and green.

Actioning its CSR mandate and realising skills and education as critical to catalyse the growth of society, Surya further ventured into Education and set up an academic institution under the aegis of Surya World Educational Research & Charitable Initiative. Ideally located near Chandigarh, the 50 acre sprawling integrated campus with state-of -the -art infrastructure and facilities, named as "SURYA WORLD - Institutions of Academic Excellence," provides perfect balance between academic excellence and extra co-curricular activities.

EXPANSION /GROWTH PLANS AND OUTLOOK

At SPL, a number of initiatives will deliver superior returns from 2012-13 onwards. The company's mature verticals will capitalize on emerging opportunities; new business verticals will report their full years of operations. We will increase our product offerings in US markets and other regulated markets leveraging over strength of Action. Soon Surya will be one of the very few companies in the world to have an exclusive set up for Carbapenem manufacturing.

With all these as well similar other initiatives, the Company expects to graduate from domestic pharmaceutical player to global pharmaceutical brand strengthening its value for share holders.

SUBSIDIARY COMPANIES

Having established a pre-dominant position in manufacturing APIs, Surya Pharma has gradually strengthened its global footprint with acquisitions in US and customers in over 90 countries over last two decades. This astounding growth has been well acknowledged as the company was ranked 17th largest pharmaceutical company and 364th over-all in the prestigious Fortune India 500 list and 417th in the top ET 500 companies in India.

Marching ahead, the wholly owned subsidiary in Singapore, Surya Pharmaceutical Singapore Pte Ltd for the purpose of trading in API's and raw materials for the Indian manufacturing plants and also for launching Crocs therapeutic footwear in the South East Asian market, showcased visible business growth.

The company's extension into healthcare retail (through its subsidiary Surya Healthcare Limited) appears optimistic as VIVA and Medimart network comprises over 200 stores covering 27 cities across 7 states serving more than 4 Lakh customers every month and is already the fastest growing Indian Pharmacy retail network chain. These numbers are testament to the success of brands, VIVA - Your Family Chemist and Medimart.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of our subsidiaries to our annual report.

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8 ,2011 provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report 2011-12 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available for inspection during business hours at our registered office in Delhi, India. The same will also be published on our website, www.suryapharma.com.

The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and prepared in accordance with Accounting Standard 21 as specified in Companies (Accounting Standards) Rules, 2006 also forms part of this annual report.

The members, if desire, may write to Company Secretary at Surya Pharmaceutical Limited, Registered Office to obtain a copy of the financials of the subsidiary companies.

CORPORATE DEBT RESTRUCTURING (C.D.R)

Due to various operational and financial problems ,State Bank of India as the lead bank of the consortium of Bankers of the company has referred the company for restructuring of its debt to Corporate Debt Restructuring(CDR) cell. The case has been admitted by the CDR Cell in its meeting held on 29th March, 2012.

REFERENCE TO SICK INDUSTRIES & BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTIN (BIFR) :

The Total losses of the Company as at 31st March, 2012 have resulted in more than 50% erosion of the prak Net Worth during the immediately preceding four financial years and the company is required to report this fact of erosion of the peak Net Worth by more than 50% to the BIFR under the provision of Section 23 (1) (a) (i) of the Sick Industrial Companies (Special Provisions) Act, 1985.

FIXED DEPOSITS

During the year under review the company has accepted deposits amounting to Rs 2,23,54,000/- in the financial year 2011-2012. There was no overdue deposits as on 31st March 2012 except Rs 1,19,144/- which remained unclaimed.

CAPITAL STRUCTURE

During the year under review, there was no change in the Authorized Share Capital of the Company. The outstanding 27,50,000 Zero Coupon Convertible share warrants issued to promoter group were cancelled and hence there are no convertible share warrants pending for conversion.

DIRECTORS

During the year under review Mr. Rajiv Goyal, Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment. The Board recommends his re- appointment.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. D.P Singhal & Dr. S.K. Yadav , were appointed as Additional Directors of the Company whose term expires at this Annual General Meeting of the Company. It is proposed to appoint them as Directors of the Company liable to retire by rotation.

The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/ Membership of Committees of the Board, are provided in the Notice of this Annual General Meeting.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) 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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date.

(iii) The Directors have 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) The Directors have prepared the annual account of the Company on a 'going concern' basis.

AUDITORS AND THEIR REPORT

M/s. AAD & Associates, Chartered Accountants, the statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received their consent letter under Section 224 (1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the prescribed limit and that they are not other wise disqualified within the meaning of Section 226 (3) of the Companies Act, 1956 for such appointment. The Board recommends their reappointment as Auditors of the Company for the financial year 2012-13.

The management's reply to auditors observation contained in the auditor's report at serial no. 3 regarding approval of Central government for excess managerial remuneration of Rs 270.62 Lacs paid to directors is as under:

The re-appointment of Sh. Rajiv Goyal ,Chairman & Managing Director (CMD) & Mrs. Alka Goyal, Executive Director was approved by the shareholders in the annual general meeting held on 30.09.2009 w.e.f 01.11.2009 for a period of five years and their remuneration was approved as per the limits prescribed under schedule XIII Part II Section I of the companies act,1956. During the year under review, the company was in profits in the first half but suffered losses in the 2nd half for the reasons mentioned above .The remuneration paid exceeds the amount permissible due to losses. The company will file application to Ministry of Corporate affairs under the companies act, 1956 for waiver of excess remuneration paid to them.

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to gain present level of growth.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the Stock Exchanges.

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

SECRETARIALAUDIT

For each quarter of the financial year 2011-12, a qualified practicing Company Secretary carried out audits to reconcile the total admitted share capital with NSDL and CDSL, total issued and listed share capital. The reports confirm that the total issued / paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

COST AUDIT

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed cost audit of the Company's pharmaceutical products. Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government the Board of Directors had re-appointed M/s. J. Verma & Associates as Cost Auditors of the Company for the financial year 2012-13 . The cost audit report will be filed with the Central Government as per timeline.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-B forming part of this report.

PARTICULARS OF EMPLOYEES

Particulars of Employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report and are given in Annexure- A attached with the Director's Report.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors express their gratitude to all Banks and Financial Institutions who have directly or indirectly supported the Company for meeting short term or Long Term and financial needs of the Company's expanding operations.

Your Directors place on record their sincere thanks to the Central and State Governments of Punjab, Haryana, Himachal Pradesh and the state of J & K for their continued support to the Company. The Board also places on record the appreciation for the support provided by the customers, suppliers, equipment vendors and others to the Company.

Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support of the esteemed shareholders of the Company.

The Board expresses its appreciations of the commitment, contribution and support of all employees of the Company for attaining the present level of growth.

For & on behalf of the Board For Surya Pharmaceutical Limited



Sd/-

PLACE: Chandigarh RAJIV GOYAL

DATE: July 7, 2012 (Chairman & Managing Director)

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Mar 31, 2011

Dear Members,

We are pleased to present the 19th Annual Report on the business and operations of Surya Pharmaceutical Ltd. along with the Annual Accounts and the Auditors' Report thereon for the financial year ended March 31, 2011. The financial highlights for the year under review are given below:

CORPORATE RESULTS (Rs. in crore)

2010-11 2009-10

Net revenue for the year (net of excise) 1,659.91 1,143.75

Profit before interest, depreciation & taxes 266.02 173.38

Profit before depreciation & taxes 158.26 111.02

Depreciation 26.55 20.55

Profit before tax 131.72 90.46

Provision for taxation:

Current 26.25 15.37

Deferred tax 6.14 (0.97)

MAT Asset Appropriation (0.84) –

Net profit after tax 100.16 76.06

Profit brought from previous year 288.72 215.64

Appropriations:

Proposed dividend 2.89 2.17

Other Appropriations 1.61 0.81

Transfer to General Reserves 95.67 73.08

Closing balance of General Reserves 494.12 288.72

During the year 2010-11, the net revenue of the company was Rs.1,659.91 crore as compared with Rs.1,143.75 crore during the previous year, thus registering an increase of 45.13%.

The profit before interest, depreciation and taxes was Rs.266.02 crore as compared with Rs.173.38 crore during the previous year, thus advancing by 53.43%. Further the company reported a PAT of Rs.100.16 crore as compared with the PAT of Rs.76.06 crore, thereby showing growth of 31.69%.

APPROPRIATIONS

Dividend

We are pleased to recommend a final dividend of 15% (i.e. Rs.0.15 per share) for the financial year 2010-11. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on September 28, 2011 within the period as prescribed under the Companies Act, 1956.

The dividend would be tax-free in the hands of the shareholders.

Transfer to Reserves

In Compliance with Rule 2 of the Companies (Transfer of Profits to Reserves) Rules, 1975, more than 5% of the current profits were transferred to General Reserve.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion & analysis of financial condition and results of operation of the Company for the year under review was included in the Management discussion & analysis section of this annual report.

Transfer of Unpaid and Unclaimed amounts to IEPF The share application money received against the IPO in the year 2003-04 which remains unpaid or unclaimed for the period of seven years was transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the central government.

Corporate Social Responsibility

In India as in the rest of the world, there is a growing realisation that capital markets and corporations are, after all, created by society and must therefore serve it, and not merely profit from it. And those consumers and citizens' campaigns can make all the difference. Surya, thus, sees corporate social responsibility as a new business strategy to reduce investment risks and maximise profits by taking all the key stakeholders into confidence. We also recognise the fact that from an eco-social perspective, social and environmental stability and sustainability are two important prerequisites for the sustainability of the market in the long run. Accordingly, we at Surya's manufacturing facilities installed the most advanced anti-pollution devices to keep the environment in and around the manufacturing facilities clean and green.

From the rights-based perspective on corporate responsibility, we stress that consumers, employees, affected communities and shareholders have a right to know about us and our business. We therefore stress upon ourselves accountability, transparency and social and environmental investment as the key aspects of corporate social responsibility.

EXPANSION/GROWTH PLANS AND OUTLOOK

During the year, Surya Pharmaceutical Ltd (hereinafter referred as "SPL") and its group companies identified particular segments and invested in new product development in ethical formulations, generic formulations, consumer personal care and consumer healthcare (OTC).

In order to provide new and hitherto unavailable alternatives to the Indian consumer, the Company entered into exclusive, international alliances to market and distribute the therapeutic footwear of Crocs, where the footwear is not only recommended by doctors to diabetic patients for preventive and curative purpose but to any profession that demands long standing hours. The therapeutic footwear comes in various designs for male and female wear and in various colours, and is available across all major cities in India.

Similarly, the Company entered into a tie-up with US-based company, Palmer's, for the cocoa butter-based beauty care products that will vie with the premium brands and will provide "value for money" in the markets upper segment. Another alliance with Thailand-based Royal Industries for baby feeding products and accessories and range of products is based on superior design and material, and is well-accepted by the market. Our fourth tie-up was struck with the Belgium-based QNT, one of the leading global companies in sports nutrition and dietary supplements. This market is emerging stronger as people everywhere have started taking control of their exercise regimen and food habits.

The three existing formulations divisions of the Company, namely Alexus (for ethical formulations), Aegis (for generic formulations) and Altair (for medical devices and diagnostics) became available pan-India, launched new products and consolidated and grew market share during the year. The Company also launched the gynaecology-focused division, Adonia with 15 major products. Further, new therapeutic- specific divisions are due to be launched this year. We expect to emerge among the leading formulations players in India in next 3-5 years.

During the year under review, your Company achieved new milestones for cost improvement and technology leadership. The state-of-the-art cGMP-compliant, Jammu plant commissioned two units in 2009-10, underwent further validation trials and commercial production started in two new units during 2010-11. The Jammu plant can manufacture sterile and non- sterile cephalosporin APIs and formulations for the regulated markets. Among other developments, your Company's Banur plant, the largest plant location among the six locations, underwent successful audits with Korean FDA as well as large Indian buyers. The cephalosporin formulations plant in Baddi also successfully and deservedly underwent the CDSCO inspection. Many technological improvements were implemented in the plants to secure efficiency and compliances. Your Company will continue to invest in modern technology in the plants.

Within pharmaceuticals, the regulatory filings in terms of marketing dossiers and drug master files gained momentum, and during the year, the Company obtained drug master files for Cefaclor and CPDP. New regulatory filings for Europe and the US are in the pipeline. In menthol and mint derivatives, the Company continues to enjoy the confidence of some of the world's largest buyers in consumer goods and flavours and fragrances. The R&D division continued to focus on process improvement, product development and added new dimensions in the form of R&D formulations during the year. Phytochemicals and CRAMS plan to exploit their strategic advantages in the future.

Talent acquisition and retention has become one of the top priorities, given that new businesses have been started with experienced professionals, and your Company strengthened the middle management ranks during the year. We aspire to become the first choice employer for all professions in the Indian economy. Your Company also moved its registered office from Himachal Pradesh to New Delhi in order to acquire and retain professionals from more diverse backgrounds.

SUBSIDIARY COMPANIES

With a track record of manufacturing excellent APIs and serving customers across 90 countries in the last nineteen years, the Company started exporting its formulations as well during 2010- 11, manufactured at its Baddi formulations facility. Your Company incorporated a wholly- owned subsidiary in Singapore, Surya Pharmaceutical Singapore Pte Ltd for the purpose of trading in API s and raw materials for the Indian manufacturing plants and also for launching Crocs therapeutic footwear in the South East Asian market. While these business activities were still under implementation, the US pharmaceutical OTC market studded with prominent brands offered us an M&A opportunity and we acquired ActivOn, the leading topical analgesic brand in the US and four other brands, HeadOn, FirstOn, RenewIn and PreferOn. The company in US, Family First Pharmaceuticals Inc which managed the outsourced manufacturing, logistics and distribution, was also acquired within the transaction. The value of the deal was US$ 22 million.

The Company's other subsidiary, Surya Healthcare Ltd, launched 88 Viva stores during 2010-11 and also acquired Hyderabad-based Medimart India Pvt Ltd for its 42 stores in Hyderabad. The range of medicines, beauty care, everyday essentials and consumer healthcare products gained acceptance, and the Company added more than 100,000 customers to its loyalty programme. The stores are now present in 25 cities across six states. The products are made available through international tie-ups of the parent company helped Viva to attract all segments of people, being a neighbourhood store and by offering a touch and feel display, air conditioning and the promise of safe and genuine medicines.

The Company has four subsidiaries as on March 31, 2011.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of our subsidiaries to our annual report.

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 08, 2011 provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report 2010-11 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available for inspection during business hours at our registered office in Delhi, India. The same will also be published on our website, www.suryapharma.com.

The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and prepared in accordance with Accounting Standard 21 as specified in Companies (Accounting Standards) Rules, 2006 also forms part of this annual report.

The members, if desire, may write to the Company Secretary at Registered Office of Surya Pharmaceutical Limited, to obtain a copy of the financials of the subsidiary companies.

CAPITAL STRUCTURE

During the year under review, the Company sub-divided the face value of its equity shares from Rs.10 each to Rs.1 each. The Authorised Share Capital increased from Rs.50 crore to Rs.100 crore and the paid-up share capital of the Company increased from Rs.14,46,83,380 to Rs.19,27,52,380 after issue of Global Depository Receipts and conversion of 9,50,000 out of 47,00,000 Share Warrants during the year. Subsequently,in the current year, the promoters have exercised 10,00,000 Share Warrants thereby increasing the Paid up Capital to Rs.20,27,52,380.

DIRECTORS

During the year under review, Mr. Abhishek Arya and Mrs. Alka Goyal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themself for reappointment. The Board recommends their reappointment.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. R. K Gupta, was appointed as Additional Director of the Company whose term expires at this Annual General Meeting of the Company. It is proposed to appoint him as Director of the Company liable to retire by rotation.

The details of their reappointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/ Membership of Committees of the Board, are provided in the Notice of this Annual General Meeting.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) 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 as at March 31, 2011 and of the profit of the Company for the year ended on that date.

(iii) The Directors have 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) The Directors have prepared the annual account of the Company on a 'going concern' basis.

AUDITORS AND THEIR REPORT

M/s. AAD & Associates, Chartered Accountants, the statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received their consent letter under Section 224 (1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the prescribed limit and that they are not other wise disqualified within the meaning of Section 226 (3) of the Companies Act, 1956 for such appointment. The Board recommends their reappointment as Auditors of the Company for the financial year 2011-12.

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to gain present level of growth.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the stock exchanges.

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the annual report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this report.

SECRETARIAL AUDIT

For each quarter of the financial year 2010-11, a qualified practicing Company Secretary carried out audits to reconcile the total admitted share capital with NSDL and CDSL, total issued and listed share capital. The reports confirm that the total issued/paid-up share capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

COST AUDIT

Pursuant to Section 233B of the Companies Act, 1956, the central government has prescribed cost audit of the Company's bulk drug division and formulation division. Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government the Board of Directors had appointed M/s. J. Verma & Associates as Cost Auditors of the Company for the financial year 2010-11 and 2011-12. The cost audit report will be filed with the central government as per the timeline.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure- B forming part of this report.

PARTICULARS OF EMPLOYEES

Particulars of Employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report and are given in Annexure-A attached with the Director's Report.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors express their gratitude to State Bank of India, Punjab National Bank, Industrial Development Bank of India Limited, Federal Bank Limited, Punjab & Sind Bank, Exim Bank, Allahabad Bank, Bank of Baroda, Corporation Bank, Catholic Syrian Bank and all other Banks and Financial Institutions who have directly or indirectly supported the Company for meeting short-term, long-term and working capital financial needs of the Company's expanding operations.

Your Directors place on record their sincere thanks to the central and state governments of Punjab, Haryana, Himachal Pradesh and the state of J & K for their continued support to the Company. The Board also places on record the appreciation for the support provided by the customers, suppliers, equipment vendors and others to the Company.

Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support of the esteemed shareholders of the Company.

The Board expresses its appreciations of the commitment, contribution and support of all employees of the Company for attaining the present level of growth.

For & on behalf of the Board

For Surya Pharmaceutical Limited

Sd/-

Place: Chandigarh Rajiv Goyal

Date: August 13, 2011 (Chairman & Managing Director)

---

Mar 31, 2010

We are pleased to present the 186th Annual Report On the business and operations of the Company along with the Annual Accounts and the Auditors Report thereon for the financial year ended 31 st March, 2010. The financial highlights for the year under review are given below;



CORPORATE RESULTS

(Rs. in Lacs.).

2009-10 2008-09

Net Revenue for the year (Net of Excise) 114375.45 73346.42

Profit before Interest. Depreciation & Taxes 16652.39 11520.76

Profit before Depredation & Taxes 11101.82 8014.35

Depreciation 2055.48 1604.50

Profit before Tax 9046.34 6409.85 Provision fur Taxation":

Current 1536.97 716.07

FBT 0 8.93

Deferred Tax (96.68) 71.93

Previous Year Tax 51.62 253.64

Dividend Tax 29.51 24.59

Net Profit after Tax 7524.93 5334.69

Profit brought from Previous Year . 21564.12 16403.12

Appropriations:

Proposed Dividend 217.03 173.62

Transfer to General Reserves 7307.90 5161.07

Closing Balance of General Reserves 28972.02 21564.12





During the year, the net revenue of the Company was Rs. 114375.45 lacs as compared to Rs. 73,348.43 lacs during the previous year, thus registering a growth of 55.93%. The profit before interest and depreciation during the year was Rs. 16652-39 lacs as compared To Rs. 11,520.76 lacs during the previous year, thus registering a growth of 44.52%. The Company made a net profit after lax of Rs. 7524.93 lacs during the year as compared to Rs, 5334,69 lacs during the previous year, thus regislering a growth of 41.06%.

EXPANSION/GROWTH PLANS AND OUTLOOK

During the year under review, Surya Pharmaceutical Limited and its Group Companies continued its expansion and growth spree to achieve new heights in Pharmaceutical segment. The Company also continued to strengthen its global positioning in line with the vision of the Company. The Company commissioned its API and sterile Plant at Sambha in J&K in 2010. This would be the most advanced and state-of-art facilities and infrastructure to manufacture APKls and sterile products as per U5FDA norms. The Companys next milestone lies in obtaining USFDA certification as early as possible which will add another feather in our Cap and strenghten our position further in Global Market. The Company has already moved an application to the regulator. The Company is also upgrading the infrastructure at the existing manufacturing set-ups as well so as to make them USFDA compliant and gradually acquire the certification for the same as well. During the year, the Company has started its DMO processins Unit and a new division of Phylochemicals at Banur,

The Company also commenced its State-of-art process RAD Laboratory and CRAMS unit at Banur. The Unit has been accorded reoguition by the Deptt. of Science & Technology, Govt, of India and this has opened up a new sphere of activity to cater to the R&D needs of Pharmaceutical and allied Industry World over,

SPL follows a very stringent quality policy in all Its manufacturing units. SPL has installed state-of-arl equipment for testing and quality assurance and has appointed qualified and experienced professionals in analytical and organic chemistry to monitor quality at every stage of production. The Company has an established documentation procedure with standard operating procedures for every activity and is reinforced by daily in-house audit. SPLs quality assurance is driven by a strict adherence to Good Manufacturing Practices (CMP)standards,

During the current year, Surya Healthcare Limited, the subsidiary Company of Surya Pharmancetical limited has increased its number of Pharmacy Retail Stores to 52, Starring from NCT of Delhi, the Company is opening its Pharmacy Retail Stores in Punjab, Haryana and Tricity of Chandigarh, Panchkula, Mohali and Mumbai and Hyderabad. The Company has incorporated two subsidiaries in USA under the name & Style of Surya Biopharma Inc. & 5urya Pharmaceutical Inc. Surya Biopharma Inc. is incorporated to undertake Research & Development activities of the Company,

During the year under review, the Company has launched its own 12 brands of iormulations. The Company has started its Formulation divisions named Alexus, Diagnostics & Devices Division named Altair and Generic Divison named Aegis. The OTC Division will cover the private label products in Healthcare and FMCG category. First Aid Kit in 3 variants. Milk Feeding Bottles, Wash proof Plasters and some Herbal products are the initial products expected to be launched in the current year. Apart from this activity, the Company has entered into exdluSiVc Marketing Tie Up with CKOCS (one of the largest Footwear Company in the World) to sell their Therapeutic products in India and SAARC Countries.

The Company is planning further to expand its installed capacity of manufacturing APIs and other Pharmaceutical products at the existing sites as well as to set up more green field manufacturing luring projects with aim to cater to US and other regulated Markets and thus to expand international operations both in regulated, soft regulated and non regulated markets.

Apart from APIs, the Company is also pursuing expansions and selling up new manufacturing units to value added menthol based derivatives and herbal products. Thus we are in the process of expanding operations in all sphere of activities.

DIVIDEND

We are pleased to recommend a final Dividend of 15% (i.e. Rs. 1.50 per share) for the Financial Year 2009-10. The Dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on 28th September, 2010 within the period as prescribed under the Companies Act, 1956. In compliance with Rule 2 of the Companies (Transfer of Profits to Reserves) Rules, 1975, the Company has transferred more than 5% of the current profits to General Reserve.

The dividend would be lax- free in the hands of the- shareholders

FINANCIAL CONDITION AND RESULTS OF OPERATION

Management discussion & Analysis of financial condition and results of operation of the Company for the year under review are given as a separate statement in this Annual Report.

INFORMATION TECHNOLOGY

The Company is continuously strengthening its IT department by making investments in IT in strategic areas and simplifying processes with the objective to reduce costs, teveraging quality information to enhance decisions effectiveness and to achieve enhanced efficiencies in supply chain management.

CAPITAL STRUCTURE

The Shareholders of the Company, in the Extra Ordinary General Meeting held on 10.O6.3010, have increased the Authorized 5hare Capital of the Company from Rs. 50 crores to Rs. 100crores and also authorised Board of Directors to issue, offer & allot Securities in Domestic and International Market. The Board of Directors has allotted 47,00,000 Zero Coupon Convertible Warrants with an option to conven within IB months from the date of allotment i.e 29.04.2010,

RESEACH AND DEVELOPMENT

Ever since the Company came into being, it has always giver significant attention to Research & Development which has been providing significant support to the manufacturing capabilities of the Company and have helped in expanding its product basket significantly. This has also enabled Company to become the most preferred source for its customers and has helped in strengthening business relationship with them.

During the year under review, the Company started functioning of its state-of-art process R&D Laboratory and CRAMS (Contract Research & Manufacturing Services) unit at Banur. The R&D unit has been accorded recognition by the Department of Science and Technology.

SUBSIDIARY COMPANIES

Surya Healthcare Limited

5urya Healthcare, a subsidiary of Surya Pharmaceutical Limited started its Pharmacy retail operations in Delhi, NCR, Punjab, Hary ana and Tricity of Chandigarh, Panchkula and Mobali under the Brand Name VIVA.

A copy of Balance Sheet, a copy of Profit & Loss Account together with Directors Report and Auditors Report of M/s. Surya Healthcare Limited is attached.

Surya Pharmaceutical Inc. (SPI)

Surya Pharmaceutical Inc. (SP!J has been incorporated on 23 March 2009. SPI has its registered office situated at California. USA SPI has been promoted with the purpose of expanding the marketing reach of the Company in the United States.

The total issued and paid up capital SPi as on 30th June 2030 is US$10,000 comprising of 10,000 shares of US$1 each which is entirely held by the Company, The investment in the paid up capital of SPI is valued at Rs,0.48 million in the books of accounts of the Company, SPI is yet to commence its commercial operations.

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial Results in terms of Clause 32 of the Listing Agreement and prepared in accordance with Accounting Standard 21 as specified in Companies (Accounting Standards) Rules, 2006 also form part of this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was outstanding as on the Balance Sheet date.

DIRECTORS

During the year under review, Mr. Anil Arya, Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment. The Board recommends his re-appointment.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr, S. P. Sharma, Dr- H.B.L, Vohra, Dr. ML. Sharma and Sh. Devinder Pal were appointed as Additional Directors of the Company whose term expire at this Annual General Meeting of the Company. It is proposed to appoint them as Directors of the Company liable to retire by rotation.

The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual GeneraI Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been fallowed;

(ii] 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 as at 31st March. 2010 and of the profit of the Company for the year ended on that date.

(iii) the Directors have 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) the Directors have prepared the annual account of the Company on a going concern basis.

AUDITORS ANDTHEIR REPORT

M/s. AAD & Associates, Chartered Accountants, the statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received their consent letter under Section 224 (1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the prescribed limit and that they are not other wise disqualified within the meaning of Section 226 (3) of the Companies Act, 1956 for such appointment. The Board recommends their reappointment as Auditor; of the Company for the financial year 2010-11.

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

AUDIT COMMITTEE

The Company has constituted the Audit Committee as per the provisions of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. The Composition, powers and duties of the Audil Committee are given in detail in the Corporate Governance Report. The Board of Directors has accepted recommendations of the Audit Committee.

PARTICULARS OF EMPLOYEES

Particulars of Employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees] Rules, 1975, as amended, forms part of this report and are given in Annexure-A attached with the Directors Report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to gain present level of growth.

INSURANCE

Your Company has taken reasonable steps to prevent risks and the Board is kept apprised of the risk assessment and minimization procedure,

The assets of the Company have been adequately covered under insurance. The policy values have been enhanced taking into consideration the expanded and upgraded facilities of the Company,

LISTINGOFEQUITY SHARES

The Companys shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Ltd. (B5EI and are actively traded. The Listing Fees for the year 2010-I1 has already been paid.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-B forming part of this repod.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the Stock Exchanges,

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report,

ACKNOWLEDGMENTS

Your Directors are thankful to State Bank of India, Punjab National Bank, Standard Chartered Bank, Industrial Development Bank of India Limited, Federal Bank Limited, Punjab & Sind Bank, Exim Bank, Allahabad Bank, Bank of Baroda, Corporation Bank, Catholic Syrian Bank and all other Banks and Financial Institutions who have directly or indirectly supported the Company for meeting short term or Long Term and Working Capital financial needs of the Companys expanding ope rations,

Your Directors place on record their gratitude to the Central and State Governments of Punjab, Haryana, Himachal Pradesh and the state of J & K for their continued support to the Company. The Board also places on record the appreciation for the support provided by the customers, suppliers, equipment vendors and others to the Company.

Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support of the esteemed shareholders of the Company.

Last but not the least. Directors warmly acknowledge the commitment, contribution and Support of all employees of the Company for attaining the presenl level of growth,

By order of the Board

For Surya Pharmaceutical Limited

sd/-

PLACE : BADDJ RAJIV COYAL

DATE: 14,08.2010 (Chairman and Managing director)