To,
The Members,
Your Directors hereby present the 33rd Annual Report of M/s Suraj Industries
Limited (The Company) on Company's Business Operation along with the Audited
Standalone and Consolidated Financial Statements for the Financial Year ended March 31,
2025.
FINANCIAL PERFORMANCE OF THE COMPANY
The financial performance of the Company for the year under review and comparative
figures for the previous year are summarized below:
(Amount in Lakhs)
|
Standalone |
Consolidated |
Particulars |
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
Total Income |
3218.19 |
5176.53 |
3128.95 |
5218.19 |
Total Expenses |
3313.03 |
4958.07 |
3338.40 |
5007.26 |
Profit/(Loss) before Extra-ordinary Items and Exceptional Items |
(94.84) |
218.46 |
(209.45) |
210.93 |
Share of profit of Associate (net of tax) |
-- |
-- |
589.48 |
297.36 |
Profit/(Loss) before tax |
(94.84) |
218.46 |
380.03 |
508.29 |
Tax Expenses Current Tax Income tax-Earlier years |
|
50.13 |
|
51.13 |
1.22 |
10.17 |
1.22 |
10.21 |
Deferred Tax |
(23.12) |
310 |
(23.12) |
310 |
Profit/(Loss) for the period |
(72.94) |
155.06 |
401.93 |
443.85 |
Other Comprehensive Income: |
0.83 |
2.05 |
0.83 |
2.05 |
Re-measurement of defined benefits plans |
Total Comprehensive Income for the period |
(72.11) |
157.11 |
402.76 |
445.90 |
The Financial Statements have been prepared on accrual basis in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)
Rules, 2015 (as amended) and the provisions of the Companies Act, 2013.
PERFORMANCE OF BUSINESS OR RESULTS OF OPERATIONS
Standalone
During the financial year 2024-2025 under review, the total Revenue of the company was
Rs. 3218.19 lakhs as against Rs. 5176.53 lakhs in the previous year and the net loss after
tax was Rs. 72.11 Lakhs as compared to profit of Rs. 157.11 Lakhs in the previous
financial year 2023-24.
Consolidated
During the financial year 2024-2025 under review, as per the Consolidated Financial
Statements, the net profit is Rs. 402.76 Lakhs which includes share of profit of Associate
company amounting to Rs 589.48 Lakhs as compared to profit of Rs. 445.90 Lakhs (inclusive
of associate's profit of Rs. 297.36 Lakhs) in the previous financial year 2023-24.
STATE OF COMPANY'S AFFAIRS AND OUTLOOK
Company is into the business of (i) processing and bottling of Liquor and (ii) trading
edible oils and other products, which consist Palm Oil, Soybean Oil, Rice etc.
During the financial year 2024-25, the Company continued its operations in two distinct
business verticals:-
a) Liquor Business
The liquor business represents a key strategic focus area for the Company. The
activities under this segment include:
? Processing and Bottling of Rajasthan Made Liquor (RML): The Company undertakes
contract manufacturing and bottling of RML for M/s Rajasthan State Ganganagar Sugar Mills
Limited (RSGSM), a
Government of Rajasthan undertaking, which holds the exclusive wholesale rights for
Country Liquor and RML in the state of Rajasthan.
? Own Brand Manufacturing and Marketing: The Company also manufactures and sells of
Country
Liquor under its own proprietary brands, thereby expanding its market presence and
brand footprint in the state.
??? Expansion of Bottling Capacity: In line with its strategic growth initiatives, the
Company commenced commercial production on May 24, 2024, on a new, fully-automated liquor
bottling line at the premises of RSGSM, located Near Railway Station, Mandore, Jodhpur,
Rajasthan-342006. This new facility has a bottling capacity of 2,200 cases per day, with
each case consisting of 48 bottles of 180 ml. The enhanced infrastructure is expected to
significantly add to the revenue and profitability of the company.
b) Trading Business
The Company is engaged in the trading of edible oils and other commodities, including
but not limited to Palm Oil, Soybean Oil, Rice etc. However, the company is now focusing
on its Liquor vertical and is gradually coming out of the trading business.
Outlook
The liquor segment continues to be the primary growth driver for the Company, with
ongoing efforts to expand brand presence, optimize production capacities, and diversify
product offerings. The Board remains optimistic about the long-term prospects of the
liquor industry and is committed to strengthening the Company's position in this segment
while ensuring sustainable and profitable growth across all verticals.
DETAILS OF SUBSIDIARIES/IOINT VENTURE AND ASSOCIATES COMPANY
As on 31st March 2025, the Company has one unlisted Material subsidiary and one
Associate company:-
Material Unlisted Subsidiary Company
As on March 31, 2025, the Company had one (1) unlisted material subsidiary, M/s Carya
Chemicals & Fertilizers Private Limited ("CARYA"), in which the Company
holds 85.75% equity stake as on the date of this Report.
CARYA has established a Bottling Plant for the manufacture of Indian Made Foreign
Liquor (IMFL) and Country Liquor in
Rajasthan. The plant is located at SP 1-2, RIICO Industrial Area, Guwadi & Majhari,
Block Shahbad, District Baran, Rajasthan - 325217.
Additionally, CARYA is in the process of setting up a grain-based distillery for the
manufacture of Extra Neutral Alcohol (ENA), which will further strengthen its product
portfolio and operational capabilities in the liquor.
In accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has formulated a Policy for determining
Material Subsidiaries', which outlines the governance framework for such entities.
The said policy is available on the Company's website and can be accessed at Policy for
Determining Material Subsidiary.
Associate Company
M/s Shri Gang Industries and Allied Products Limited ("Shri Gang") is an
Associate Company of your Company under the provisions of Section 2(6) of the Companies
Act, 2013, in which your Company holds 20.08% of the equity share capital as on the date
of this Report.
Shri Gang has established a Bottling Plant for Indian Made Foreign Liquor (IMFL) at
Sandila, District Hardoi, Uttar Pradesh, which commenced commercial production in July
2020. Further, the company commissioned a grain-based distillery unit in September 2022,
thereby enhancing its production capabilities and diversifying its revenue streams.
The company has entered into an exclusive manufacturing arrangement with United Spirits
Limited, under which it produces several of their prestigious and popular IMFL brands.
Additionally, Shri Gang has a long-term supply agreement with United Spirits Limited for
the supply of Extra Neutral Alcohol (ENA). These strategic partnerships ensure consistent
demand, stability of operations, and strengthen Shri Gang's position as a key player in
the alcoholic beverages and ENA manufacturing industry.
SHARE CAPITAL OF THE COMPANY
The Authorised Share capital of the Company as on March 31, 2025 was Rs. 25,00,00,000/-
(Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore and Fifty Lakhs only)
equity shares of Rs. 10/- (Rupees Ten Only) each.
The Paid-up Equity Share Capital as on March 31, 2024, was Rs. 12,84,58,960/- (Rupees
Twelve Crore Eighty-Four Lakh Fifty-Eight Thousand Nine Hundred Sixty Only), divided into
1,28,45,896 (One Crore Twenty-Eight Lakh Forty-Five Thousand Eight Hundred Ninety-Six
Only) equity shares of Rs. 10/- (Rupees Ten Only) each.
During the financial year 2024-25, the Company allotted 29,86,939 equity shares of Rs.
10/- each pursuant to the Right Issue. As a result of this allotment, the Paid-up Equity
Share Capital of the Company as on March 31, 2025, increased to Rs. 15,83,28,350/- (Rupees
Fifteen Crore Eighty-Three Lakh Twenty-Eight Thousand Three Hundred Fifty Only), divided
into 1,58,32,835 (One Crore Fifty-Eight Lakh Thirty-Two Thousand Eight Hundred Thirty-Five
Only) equity shares of Rs. 10/- (Rupees Ten Only) each.
RIGHT ISSUE OF EQUITY SHARES
The Board of Directors, at its meeting held on February 10, 2023, approved raising
funds up to Rs. 20 Crore (Rupees Twenty Crore Only) by way of a rights issue of equity
shares to existing shareholders of the Company.
Pursuant to this, the Rights Issue Committee, at its meeting held on December 18, 2023,
approved a Rights Issue of up to 29,97,375 partly paid-up equity shares of face value Rs.
10/- each, for cash at Rs. 65/- per share (comprising a Premium of Rs. 55/- per share),
aggregating up to Rs. 1,948.29 lakh. The Rights Issue was offered in the ratio of 7
(Seven) equity shares for every 30 (Thirty) fully paid-up equity shares held, as per the
Letter of Offer filed with BSE Limited.
The Company appointed M/s. Beetal Financial and Computer Services Private Limited as
Registrar to the Issue and M/s IDBI Bank Limited as Banker to the Issue. The Board, at its
meeting held on July 4, 2024, fixed July 10, 2024 as the record date. The Rights Issue
opened on July 22, 2024, and closed on August 5, 2024, with the last date for trading of
Rights Entitlements being July 30, 2024. The issue received an overwhelming response, with
a subscription of approximately 1.87 times the issue size.
The basis of allotment was approved on August 9, 2024, and 29,97,375 partly paid-up
equity shares were allotted. Listing approval was obtained from BSE Limited on August 12,
2024, and trading approval was received on August 19, 2024.
The Board fixed September 4, 2024 as the record date for the first and final call of
Rs. 32.50/- per share on the partly paid-up equity shares. In line with SEBI Circular No.
SEBI/HO/CFD/DIL1/ CIR/238/2020 dated December 8, 2020, the call payment period was revised
to September 9, 2024 to September 23, 2024 (both days inclusive) to ensure regulatory
compliance.
The Rights Issue Committee of the Board of Directors approved the conversion of partly
paid-up shares into fully paid-up equity shares in the following tranches:
> September 26, 2024: Conversion of 25,68,563 partly paid- up equity shares upon
receipt of Rs. 8,34,78,297.50. The Listing Approval for these shares was received on
October 04,2024 and Trading Approval was granted on October 11,2024.
> November 9, 2024: Conversion of 3,97,592 shares upon receipt of Rs. 1,29,21,740/-.
Listing Approval for these shares was received on November 18, 2024 and Trading Approval
received was granted on November 25,2024.
> December 10, 2024 Conversion of 3,410 shares upon receipt of Rs. 1,10,825/-.
Listing Approval for these shares was received on December 23, 2024 and Trading Approval
was granted on January 07,2025
> January 6, 2025: Conversion of 17,374 shares upon receipt of Rs. 5,64,655/-.
Listing Approval for these shares was received on January 21, 2025 and Trading Approval
was granted on February 14,2025
FORFEITURE OF PARTLY PAID UP SHARES
On January 06, 2025, the Board of Directors of the Company has approved the forfeiture
of 10,436 partly paid-up equity shares pursuant to the non-payment of the first and final
call money of the partly paid-up equity shares issued pursuant to the Right Issue during
the year, despite the issuance of one call notice followed by three final
reminder-cum-forfeiture notices. The forfeiture was carried out in accordance with the
terms and conditions specified in the Letter of Offer, the relevant provisions of the
Companies Act, 2013, the Articles of Association of the Company, and the applicable SEBI
regulations.
Subsequently, the forfeiture was approved by BSE Limited on March 21, 2025. Further,
approvals for the corresponding corporate actions were received from the depositories -
National Securities Depository Limited (NSDL) on April 24, 2025, and Central Depository
Services (India) Limited (CDSL) on April 25, 2025.
REGISTERED OFFICE OF THE COMPANY
The Board of Directors at its meeting held on May 01, 2024, approved the proposal for
the shifting of Registered Office of the Company from the State of Himachal Pradesh to the
State of National Capital Territory (NCT) of Delhi, in accordance with the provisions of
the Companies Act, 2013 and applicable rules made thereunder which was subsequently,
approved by the shareholders of the Company by way of a Special Resolution at the
Extra-Ordinary General Meeting (EGM) held on May 30, 2024.
The Company has initiated the process of filling the necessary application for
obtaining the requisite approval from the Regional Director, Northern Region, Ministry of
Corporate Affairs and to take other necessary steps as required in terms of the
aforementioned Special Resolution.
DIVIDEND
In view of the loss incurred by the Company during the financial year ended March 31,
2025, the Board of Directors has not recommended any dividend for the year under review.
This decision has been taken in line with the Company's commitment to maintaining
financial prudence and ensuring long-term value creation for stakeholders.
The Board remains focused on improving operational performance and strengthening the
financial position of the Company in the upcoming years.
AMOUNT TRANSFERRED TO RESERVES
During the financial year 2024-25, no amount has been transferred to the reserves.
CREDIT RATING
During the financial year 2024-25 under review, the Company was not required to obtain
a Credit rating, as there were no borrowings or debt instruments necessitating such a
rating under applicable regulatory requirements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2025, the Board of Directors of your Company comprised six members,
including two Executive Directors, one Non-Executive Non-Independent Director, one
Non-Executive Nominee Director, and two Non-Executive Independent Directors, one of whom
is a Woman Independent Director. The composition of the Board is in compliance with the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The composition of the Board as on March 31,2025, is as follows:
Sr. No. Name of Director |
Designation |
1. Mr. Sanjay Kumar Iain |
Non-Executive Chairperson & Nominee Director |
2. Mr. Suraj Prakash Gupta |
Managing Director |
3. Mr. Ritesh Gupta |
Joint Managing Director |
4. Mr. Nazir Baig* |
Non-Executive Independent Director |
5. Mrs. Pooja Solanki |
Non-Executive Women Independent Director |
6. Mr. Vyom Goel |
Non-Executive Non-Independent Director |
None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.
Further, none of the Directors have been debarred or disqualified from holding the office
of Director by the Securities and Exchange Board of India (SEBI) or any other statutory
authority.
* Mr. Nazir Baig, Non-Executive Independent Director, tendered his resignation from the
Board of the Company vide letter dated June 10, 2025, which was effective from the close
of business hours on June 16,2025.
The detailed composition of the Board and its Committees, including the tenure,
expertise, and roles of Directors, is provided in the Corporate Governance Report, which
forms part of this Annual Report.
Changes in the Composition of the Board of Directors and Key Managerial Personnel
During the financial year 2024-25 and up to the date of this Report, the following
changes took place in the composition of the Board of Directors and Key Managerial
Personnel of the Company based on the recommendations of the Nomination and Remuneration
Committee and in accordance with the provisions of the Companies Act, 2013, the rules made
thereunder, and the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015:1. Resignation of Mr. Syed Azizur Rahman (DIN: 00242790)
from the position of Chairperson & Non- Executive & Non - Independent Director.
Mr. Syed Azizur Rahman (DIN: 00242790) resigned from the position of Chairperson &
Non- Executive & Non - Independent Director of the Company with effect from the close
of business hours on July 04,2024, vide resignation letter dated July 01,2024. The Board
places on record its sincere appreciation for his valuable contributions during his
tenure.
2. Appointment of Mr. Sanjay Kumar Jain (DIN: 01014176) as Non - Executive Chairperson.
Based on the recommendation of the NRC, and the Board and in accordance with the
provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015, Mr. Sanjay Kumar Jain (DIN: 01014176), Non-Executive Nominee Director,
was appointed as the Non - Executive Chairperson of the Company with effect from July
05,2024.
3. Appointment of Mr. Vyom Goel (DIN :10063284) as NonExecutive Non- Independent
Director.
Based on the recommendation of the NRC, and the Board and in accordance with the
provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015, Mr. Vyom Goel (DIN:10063284) was appointed as an Additional Non-
Executive Non - Independent Director of the Company with effect from August 13 ,2024. The
said appointment of Mr. Vyom Goel as Non- Executive Non - Independent Director was
approved by the members at the 32nd Annual General Meeting held on September
26, 2024.
4. Appointment of Mr. Ritesh Gupta (DIN :00243741) as Joint Managing Director.
Based on the recommendation of the Nomination and Remuneration Committee (NRC) and the
Board of Directors, and in accordance with the applicable provisions of the Companies Act
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, Mr.
Ritesh Gupta (DIN: 00243741) was appointed as the Joint Managing Director of the Company
for a term of three years, commencing from November 21, 2024 and ending on November 20,
2027. The appointment was subsequently approved by the members of the Company at the
Extra-Ordinary General Meeting held on February 15, 2025.
5. Appointment of Mr. Sanjeev Mitla (DIN :00160478) as Independent Director.
Based on the recommendation of the NRC, and the Board and in accordance with the
provisions of the Act and Listing Regulations, Mr. Sanjeev Mitla (DIN:00160478) was
appointed as an Additional Non- Executive Independent Director of the Company, for a term
of 5 years commencing from May 27, 2025 to May 26,2030, subject to the approval of the
members of the Company. The resolution seeking Members' approval for his appointment forms
part of the Notice.
6. Resignation of Mr. Nazir Baig (DIN:07468989) as an Independent Director
Mr. Nazir Baig (DIN:07468989) tendered his resignation from the position of Non-
Executive Independent Director vide his resignation letter dated June 10,2025, with effect
from the close of business hours on June 16,2025. The Board places on record its sincere
appreciation for his valuable contributions during his tenure.
Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read
with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the
Articles of Association of the Company, Directors other than Independent Directors are
liable to retire by rotation. Accordingly, Mr. Sanjay Kumar Jain (DIN: 01014176), being
the longest-serving director in the current term, is liable to retire by rotation at the
ensuing 33rd Annual General Meeting and being eligible, has offered himself for
re-appointment.
Appropriate resolutions seeking their appointment/re- appointment are being placed for
your approval in the ensuing Annual General Meeting.
Key Managerial Personnel
During the year under review, the Company was having the following persons as Key
Managerial Personnel.
Sr. No. Name of Key Managerial Personnel |
Designation |
1. Mr. Suraj Prakash Gupta |
Managing Director |
2. Mr. Ritesh Gupta* |
joint Managing Director |
3. Mr. Ashu Malik# |
Whole Time Director |
4 Mr. Somir Bhaduri |
Chief Financial Officer |
5 Ms. Snehlata Sharma |
Company Secretary & Compliance Officer |
* Mr. Ritesh Gupta was appointed as Joint Managing Director effective from November
21,2024
# Mr. Ashu Malik resigned from the position of Whole-time Director of the Company with
effect from November 20,2024.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
i) In the preparation of the Annual Accounts for the financial year ended March 31,
2025, the applicable Accounting standards have been followed and that there are no
material departures.
ii) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of
the Company for the Financial year ended March 31, 2025.
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, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
iv) That accounts for the year ended March 31, 2025 have been prepared following the
going concern basis.
v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company
meeting any of the following financial thresholds during the immediately preceding
financial year is required to undertake Corporate Social Responsibility (CSR) initiatives:
> Net worth of Rs500 crore or more; or
> Turnover of Rs1,000 crore or more; or
> Net profit of Rs5 crore or more.
During the financial year 2023-24, the net profit of the Company did not exceed Rs. 5
Crore. Accordingly, the provisions of Section 135 of the Companies Act, 2013 were not
applicable to the Company for FY2024-25.
However, as part of its commitment toward social welfare and responsible corporate
citizenship, the Board of Directors voluntarily undertook CSR initiatives during the year.
The Board has also approved a comprehensive Corporate Social Responsibility Policy
(CSR Policy), outlining the Company's approach and key focus areas.
The salient features ofthe CSR Policy form part ofthe Annual Report on CSR activities,
annexed to the Board's Report as Annexure - III. The CSR Policy is also
available on the Company's website at: https://www.surajindustries.org/policy/CSR%20Policy
SIL.pdf
In compliance with Section 135(9) of the Act, where the CSR obligation does not exceed
Rs50 lakhs, the requirement for constitution of a CSR Committee under Section 135(1) is
not applicable. Accordingly, the Board of Directors has discharged all responsibilities
related to CSR initiatives during the year.
CSR Objective
The primary objective ofthe Company's CSR initiatives is to improve the quality of life
in underprivileged communities, promote social and economic transformation, and support
the development of a self-sustaining ecosystem for inclusive growth and long-term value
creation for all stakeholders.
CSR Contribution - FY 2024-25
During the financial year under review, the Company voluntarily contributed Rs.1.99
lakhs towards CSR activities.
The brief details of the CSR obligations and activities undertaken during the year are
provided in Annexure - III to this Report.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND
EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING, THE YEAR
The Board is of the opinion that all the independent directors appointed are having
good integrity and possess the requisite expertise and experience (including the
proficiency). Independent Directors have confirmed that they are not aware of any
circumstances or situation, which exist or may be reasonably anticipated that could impair
or impact their ability to discharge their duties. Based on the declarations received from
the independent directors, the Board has confirmed that they meet the criteria of
independence and that they are independent of the management.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial Position of your Company
have occurred between the end of the financial year of the Company to which the financial
statements relate and on the date of this report except the following:
PREFERENTIAL ALLOTMENT OF EQUITY SHARES
The Board of Directors of the Company, at its meeting held on March 29, 2025, approved
the proposal for a Preferential Allotment of 33,72,994 (Thirty-Three Lakh Seventy-Two
Thousand Nine Hundred Ninety-Four) equity shares to identified persons belonging to the
Non-Promoter Category, in accordance with the provisions of the Companies Act, 2013, SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable
laws.
Pursuant to the approval of the shareholders at the Extra-Ordinary General Meeting held
on April 28, 2025, and the in-principle approval granted by BSE Limited on May 12, 2025,
the Company proceeded with the preferential allotment of 26,92,409 equity shares of face
value Rs10/- each at an issue price of Rs76/- per share, aggregating to a total
consideration of Rs. 20,46,23,319.60 (Rupees Twenty Crore Forty-Six Lakh Twenty-Three
Thousand Three Hundred Nineteen and Sixty Paisa only). This allotment was made in
consideration for the acquisition of 1,62,39,946 fully paid-up equity shares of M/s Carya
Chemicals and Fertilizers Private Limited (CARYA).
The Company received:
Listing approval for the said equity shares from BSE Limited on June 26, 2025,
and
Trading approval from BSE Limited on July 10, 2025.
COMMITTEES OF THE BOARD
As required under the Act and the SEBI Listing Regulations, the Company has constituted
various Statutory Committees. Additionally, the Board has formed other governance
committees to review specific business operations and governance matters including any
specific items that the Board may decide to delegate. As on March 31, 2025, the Board has
constituted the following committees / sub-committees.
Statutory Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee Governance Committees:
a) Preferential Issue Committee
b) Right Issue Committee
c) Investment Committee
Details of all the committees such as terms of reference, composition, and meetings
held during the year under review are disclosed in the Corporate Governance Report, which
forms part of this Integrated Annual Report.
STATUTORY AUDITORS & THEIR REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act'), read
with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their
30th Annual General Meeting held in the year 2022, approved the appointment of M/s. Pawan
Shubham & Co, Chartered Accountants (FRN 011573C) as the Statutory Auditors of the
Company for a term of 5 years i.e. from the conclusion of 30th Annual General Meeting till
the conclusion of ensuing 35th Annual General Meeting of the Company.
The standalone and consolidated financial statements of the Company have been prepared
in accordance with Ind AS notified under Section 133 of the Act. The Audit reports dated
May 27, 2025 (Standalone UDIN: 25523411BMIVUL2366) (Consolidated UDIN: 25523411BMIVUM4957)
issued by M/s. Pawan Shubham & Co, Chartered Accountants, Statutory Auditors on the
Company's standalone and consolidated financial statements for the financial year ended
March 31,2025 is part of the Annual Report.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report on
Standalone and Consolidated financial statements does not contain any qualification,
reservation, adverse remark or disclaimers. The Auditor's Report on Standalone and
Consolidated financial statements are enclosed with their Financial Statements in this
Annual Report.
The Statutory Auditors of the Company have not reported any fraud to the Audit
Committee of Directors as specified under Section 143(12) of the Act, during the year
under review.
The Statutory Auditors were present in the last AGM.
SECRETARIAL AUDITOR & THEIR REPORT
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors based on the
recommendation of the Audit Committee appointed CS Ashok Ranjan Mishra, Proprietor of M/s.
A R Mishra & Associates (CP No:22727, M.No.: FCS 5377), Practicing Company
Secretaries, to conduct Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report confirms that the Company has complied with the provisions
of the Act, Rules, Regulations and Guidelines. The Report does not contain any
qualifications, reservations or adverse remarks or disclaimers.
The Secretarial Audit Report is provided as Annexure-IV to this Report.
Secretarial Audit of Material Unlisted Subsidiary Company.
In accordance with the requirements of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Secretarial Audit of the material unlisted subsidiary of the Company, M/s Carya Chemicals
& Fertilizers Private Limited (CARYA), was conducted by a Practicing
Company Secretary for the financial year ended March 31, 2025
The Secretarial Audit Report of CARYA, annexed herewith as Annexure - V, confirms that
the subsidiary has complied with the applicable provisions of the Companies Act, 2013, the
rules made thereunder, and other applicable Regulations and Guidelines.
The Report does not contain any qualification, reservation, adverse remark or
disclaimer.
Your Company is in compliance with all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India for the financial year ended March 31, 2025.
APPOINTMENT OF SECRETARIAL AUDITOR FOR NEXT FIVE YEARS
In pursuance to the provisions of Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section
204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, CS Shivani Agarwal , Practicing Company Secretary (CP
No: 18282 and Peer Review Certificate No. 2504/2022) has been appointed as the Secretarial
Auditor of the Company for a period of 5 consecutive years, commencing from FY 2025-26 to
FY 2029-30, at the Board meeting held on July 28, 2025, based on the recommendation of the
Audit Committee subject to the approval of the Members at the ensuing AGM of the Company.
She will undertake secretarial audit as required and issue the necessary secretarial audit
report for the aforesaid period in accordance with the provisions of Section 204 of the
Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and amended Regulation 24A of the Listing Regulations. She has confirmed that her
appointment complies with the eligibility criteria in terms of Listing Regulations. The
resolution seeking Members' approval for her appointment forms part of the Notice of AGM.
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the
applicable rules thereunder, your Company is required to appoint an Internal Auditor to
conduct internal audit of its functions and activities.
Accordingly, the Board of Directors, at its meeting held on August 13, 2024, appointed
M/s Padam Dinesh & Co., Chartered Accountants, as the Internal Auditor of the Company
for the financial year 2024-25.
The Internal Auditor reports directly to the Audit Committee and performs independent
evaluations of the adequacy and effectiveness of the Company's internal controls, risk
management systems, and governance processes.
ANNUAL RETURN
In accordance with the provisions of section 134(3)(a) & 92(3) of Companies Act,
2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company for the Financial Year 2023-24 is available on the Company' s
website at www.surajindustries.org. Further the Annual return for FY 2024-25 shall be made
available on the Company' s website upon the same being filed with the concerned Registrar
of Companies.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has established adequate internal control systems, commensurate with the
size, scale, and complexity of its operations. These systems are designed to ensure the
orderly and efficient conduct of business, adherence to internal policies and procedures,
the safeguarding of assets, prevention and detection of fraud and errors, accuracy and
completeness of accounting records, and the timely preparation of reliable financial
information.
The Internal Audit function is conducted by an external firm of Chartered Accountants.
The Internal Auditors regularly review and evaluate the effectiveness and adequacy of the
internal control systems implemented across various locations and functions of the
Company. These evaluations focus on the Company's compliance with operating procedures,
accounting policies, and control mechanisms. Wherever necessary, controls are strengthened
or modified to meet evolving business requirements and regulatory expectations.
The Audit Committee of the Board of Directors actively engages with the Internal
Auditors, Statutory Auditors, and senior management responsible for the Company's
financial and operational affairs. It regularly evaluates the adequacy of internal control
systems, oversees financial reporting processes, and ensures the implementation of
effective checks and balances for ongoing improvement.
The Audit Committee also monitors the budgetary control system, cost control
mechanisms, financial and accounting controls, and processes for physical verification of
assets. It ensures that proper internal financial controls are in place, including
controls relating to the preparation and presentation of financial statements. During the
year under review, the internal financial controls were assessed and found to be operating
effectively, with no reportable material weaknesses observed.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the year ended March 31, 2025,
have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 -
"Consolidated Financial Statements" as notified by Ministry of Corporate Affairs
and as per the general instructions for preparation of Consolidated Financial Statements
given in Schedule III and other applicable provisions of the Act, and in compliance with
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The financial statements of the subsidiary and the
related detailed information will be made available to the shareholders of the Company
seeking such information. The Audited Consolidated Financial Statements along with the
Auditors' Report thereon forms part of this Annual Report. A gist of financial
highlights/performance of these Companies is contained in Form AOC-1 and forms part of
this report and annexed as Annexure-I.
NUMBER OF BOARD MEETING AND ATTENDANCE BY EACH DIRECTOR
During the financial year 2024-2025, the Board of Directors met twelve (12) times on
the following dates: May 01, 2024, May 28, 2024, May 31, 2024, July 04, 2024, August 13,
2024, August 24, 2024, August 30, 2024, November 14, 2024, January 15, 2025, February 14,
2025, March 17, 2025, and March 29, 2025.
The intervening gap between any two meetings did not exceed the time prescribed under
Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 as amended.
The composition of Board and attendance of each director at the Board meeting during
the financial year are as follows:-
Name of Director S. No |
Designation |
No. of Board Meetings Entitle to Attend |
No. of Board Meetings Attended |
1. Mr. Suraj Prakash Gupta |
Managing Director |
12 |
11 |
2. Mr. Ritesh Gupta $ |
Joint Managing Director |
04 |
04 |
3. Mr. Sanjay Jain |
Non-Executive Chairperson - Nominee Director |
12 |
12 |
4. Ms. Pooja Solanki |
Non-Executive -Independent Director |
12 |
12 |
5. Mr. Nazir Baig |
Non-Executive -Independent Director |
12 |
12 |
6. Mr. Syed Azizur Rahman* |
Non-Executive NonIndependent Director |
04 |
04 |
7. Mr. Ashu Malik# |
Whole Time Director |
08 |
08 |
8. Mr. Vyom Goel** |
Non-Executive NonIndependent Director |
07 |
02 |
$ Mr. Ritesh Gupta was appointed as Joint Managing Director effective November 21,2024
* Mr. Syed Azizur Rahman resigned from the position of Chairperson and Non-Executive
& Non-Independent Director with effect from the close of business hours on July
04,2024, vide resignation letter dated July 01,2024.
# Mr. Ashu Malik resigned from the position of Whole-Time Director with effect from the
close of business hours on November 20, 2024, vide resignation letter dated October
20,2024.
**Mr. Vyom Goel was appointed as Non-Executive Non-Independent Director effective
August 13,2024
AUDIT COMMITTEE
The primary objective of the Audit Committee is to monitor and provide effective
oversight of the Company's financial reporting process, ensuring accurate, timely, and
transparent disclosures in compliance with applicable laws and accounting standards. The
Committee strives to uphold the highest levels of integrity and quality in financial
reporting.
During the year under review, the Audit Committee was reconstituted with effect from
July 5, 2024. Following the reconstitution, the Committee comprises the following members
as on March 31, 2025:
??? Mr. Nazir Baig - Chairperson & Member (Independent Director)
??? Ms. Pooja Solanki - Member (Independent Director)
??? Mr. Sanjay Kumar Jain - Member (Non-Executive Director)
The Committee met eight (8) times during the financial year 202425. The details of the
meetings, including attendance of members, are provided in the Corporate Governance
Report, which forms part of this Annual Report.
During the year under review, there were no instances where the recommendations of the
Audit Committee were not accepted by the Board of Directors.
CORPORATE GOVERNANCE DISCLOSURE
The Company is committed to maintaining the highest standards of Corporate Governance
and strives to ensure transparency, accountability, and ethical conduct in all its
business activities. In accordance with the requirements of Schedule V read with
Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate report on Corporate Governance forms part of this Annual
Report.
Corporate Governance, for your Company, is an ethically driven process, dedicated to
the pursuit of responsible management and enhanced organizational reputation. It reflects
the Company's commitment to values, ethical decision-making, and sound business practices
while fulfilling the expectations of its stakeholders.
The Company believes that fair and transparent governance is not only a regulatory
requirement but also a vital element for building long-term trust and sustainable value
for shareholders, employees, customers, and society at large.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct, which is applicable to the
Members of the Board and all Employees in the course of day-to-day business operations of
the Company.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated Employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with Stakeholders.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated Employees of the
Company. The Code requires pre-clearance for dealing in the Company's Shares and prohibits
the purchase or sale of Company Shares by the Directors and the designated Employees while
in possession of Unpublished Price Sensitive Information in relation to the Company and
during the period when the trading window is closed. The Board is responsible for
implementation of the Code.
The Board Members have affirmed compliance with the Code of Conduct for the year ended
March 31, 2025. The code of conduct is available on our website www.surajindustries.org.
PREVENTION OF INSIDER TRADING CODE
As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to
time, the Company has adopted a Code of Conduct to Regulate, Monitoring & Reporting of
Trading by Insiders. During the year under review, there has been due compliance with the
said code.
PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
The Company is committed to providing a safe, secure, and harassment-free work
environment for all employees, particularly women. In line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
the Company has adopted a policy on the prevention of sexual harassment and has
constituted an Internal Complaints Committee (ICC) to redress complaints, if any.
The policy ensures a safe and respectful work environment and outlines the mechanism
for reporting and resolving complaints of sexual harassment at the workplace.
The following are the summary of sexual harassment complaints received and disposed of
during the year:
Sl. No. Particulars |
Status of the No. of the Complaints received and disposed off |
1. Number of complaints on sexual harassment received |
Nil |
2. Number of complaints disposed off during the year |
Nil |
3. Number of cases pending for more than ninety days |
Nil |
4. Nature of action taken by the employer or district officer |
Nil |
The Company did not receive any complaints pertaining to sexual harassment during the
year under review.
MATERNITY BENEFIT COMPLIANCE DECLARATION
Pursuant to the provisions of the Maternity Benefit Act, 1961, as amended, during the
financial year ended March 31, 2025, there were no instances wherein any woman employee of
the Company availed or applied for maternity benefits as stipulated under the Maternity
Benefit Act, 1961, including but not limited to maternity leave, medical bonus, nursing
breaks, or creche facility.
Accordingly, the specific provisions of the Act were not attracted during the reporting
period. However, the Company continues to maintain an internal policy framework that is
compliant with the applicable provisions of the Maternity Benefit Act, 1961, and remains
committed to implementing all statutory benefits as and when the circumstances so require.
The Company further affirms its commitment to uphold the principles of equality,
non-discrimination, and employee welfare, and shall continue to ensure compliance with all
applicable labour laws, including those concerning maternity benefits, in both letter and
spirit
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013 and qualify to act as Independent
Director of the Company confirming that:
> They meet the criteria of independence as laid down under Section 149(6) ofthe
Companies Act, 2013, and the rules made thereunder, as well as Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015;
> In accordance with Rule 6(3) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, they have registered themselves with the Independent Directors'
database maintained by the Indian Institute of Corporate Affairs (IICA), Manesar.
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met on March 17, 2025, without the attendance of
Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of your Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.
NOMINATION AND REMUNERATION POLICY.
Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19
read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a
Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior
Management which also provides for the diversity of the Board and provides the mechanism
for performance evaluation of the Directors and the said Policy was amended from time to
time. It includes criteria for determining qualifications, positive attributes and
Independence of a Director. It is available on the Company's
website and can be accessed through the following link https://
www.surajindustries.org/policy/Nomination-&-Remuneration- Policy.pdf .
PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENTS) UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
Pursuant to the provisions of Section 186(4) of the Companies Act, 2013, the
particulars of loans given, guarantees provided, and investments made by the Company
during the financial year under review are disclosed in the notes to the Standalone
Financial Statements, forming part of this Annual Report. Accordingly, the same are not
reproduced here for the sake of brevity.
However, it is pertinent to note that:
On May 31, 2024, the Board of Directors of the Company approved the issuance of a
Corporate Guarantee in favour of UCO Bank, Hazratganj Branch, Lucknow, to secure the
credit facilities sanctioned by the Bank to the extent of Rs. 186.89 Crore to M/s Carya
Chemicals & Fertilizers Private Limited (CARYA), a material subsidiary of
the Company.
The said credit facilities were extended by the bank to CARYA for the purpose of
setting up a grain-based distillery unit and bottling plant for manufacturing of Indian
Made Foreign Liquor (IMFL) and Country Liquor, located at Plot No. SP 1-2, RIICO
Industrial Area, Guwadi & Majhari, Block Shahbad, District Baran, Rajasthan - 325217.
PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES.
In accordance with the provisions of Section 188 of the Companies Act, 2013 read with
the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company has formulated a Policy on Related Party Transactions. The
policy is designed to ensure transparency, proper disclosure, and approval processes for
all transactions entered into between the Company and its Related Parties. The said Policy
is available on the Company's website at
https://www.surajindustries.org/policy/Related%20Party%20 Transaction%20PolicySIL.pdf
All Related Party Transactions (RPTs) entered into during the financial year under
review were on an arm's length basis and in the ordinary course of business, and were duly
reviewed and approved by the Audit Committee. Certain transactions, which were repetitive
in nature, were approved through the omnibus approval.
During the year, the Company entered into material related party transactions with its
material subsidiary, M/s Carya Chemicals and Fertilizers Private Limited (CARYA). The
details of such material transactions have been provided in Form AOC-2, annexed as
Annexure - II to this Report. These transactions were undertaken within the limits
approved by the shareholders at their Extra-Ordinary General Meeting held on May 30, 2024.
A statement of related party transactions is presented to the Audit Committee on a
quarterly basis for its review. The Audit Committee and the Board are satisfied that all
RPTs during the year were entered in compliance with the applicable provisions of the
Companies Act, 2013 and the Listing Regulations.
Further, the disclosure of transactions with related parties as required under Indian
Accounting Standard (IND AS) - 24 has been made in the notes to the standalone and
consolidated financial statements, forming part of the Annual Report for the Financial
Year 2024-25.
DEPOSITS
During the Financial Year 2024-25, the Company has not accepted any deposits, including
deemed deposits, as defined under Chapter V of the Companies Act, 2013. Accordingly, the
provisions of Section 73 to 76 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014, are not applicable to the Company.
Further, there are no outstanding or overdue deposits as on March 31, 2025.
BORROWINGS FROM DIRECTORS & THEIR RELATIVES
Pursuant to Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014, it is
hereby stated that during the financial year under review, the Company has not accepted
any loans from its Directors or their relatives, in compliance with the applicable
provisions of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION- FOREIGN EXCHANGE EARNINGS & OUTGO:
Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo are given in Annexure
VI forming part of this Directors' Report.
RISK MANAGEMENT
The Company has in place comprehensive risk assessment and minimization procedures,
which are reviewed by the Board periodically. Board has prepared Risk Management plan,
which is reviewed and monitored on regular basis, to identify and review critical risks.
PERFORMANCE EVALUATION
The Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as applicable provides that the Board needs to undertake a
formal Annual Evaluation of its own performance and that of its Committees and individual
Directors. Schedule IV of the Companies Act, 2013 read with the Rules issued there
understates that the performance evaluation of Independent Directors shall be done by the
entire Board of Directors, excluding the Director being evaluated.
The Board has carried out the annual evaluation of its own performance, performance of
the Directors individually as well as the performance of the working of its Audit,
Nomination & Remuneration and other Committees of the Board. The evaluation was
carried out taking into consideration various aspects of the Board's functioning, such as
adequacy of the composition of the Board and its Committees, execution and performance of
specific duties, obligations and governance, etc.
The evaluation process endorsed the Board's confidence in the ethics standards of the
Company, cohesiveness amongst the Board members, flexibility of the Board and management
in navigating the various challenges faced from time to time and openness of the
management in sharing strategic information with the Board. The Directors expressed their
satisfaction with the evaluation process.
THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the Financial Year 2024-25, there was no change in the nature of business of the
Company.
SIGNIFICANT AND MATERIAL ORDERS
There were no significant material orders passed by any Regulators/Courts that would
impact the going concern status of the Company and its future operations.
Your Company has complied with all the Acts, Rules, Regulations and Guidelines
issued/prescribed by the Securities Exchange Board of India, Ministry of Corporate Affairs
and other statutory authorities.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy in compliance
with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This mechanism enables directors, employees, and stakeholders to report genuine
concerns about unethical behavior, actual or suspected fraud, or violation of the
Company's Code of Conduct and Ethics. The policy ensures adequate safeguards against
victimization of the person who uses the mechanism and provides for direct access to the
Chairperson of the Audit Committee, in appropriate or exceptional cases.
The Audit Committee periodically reviews the functioning of this mechanism to ensure
its effectiveness.
> No complaints or suggestions were received under the Vigil Mechanism during the
Financial Year ended March 31, 2025.
> No personnel were denied access to the Audit Committee during the reporting year.
The details of the Vigil Mechanism are also provided in the Corporate Governance
Report, forming part of this Annual Report.
A copy of the Whistle Blower Policy is available on the Company's website at:
https://www.suraiindustries.org/policy/Vigil-Mechanism-Policy.pdf
HUMAN RESOURCES
The focus on human capital continued to be a cornerstone of the Company's strategic
endeavours. Recognizing the pivotal role of our workforce as the driving force behind our
diverse business ventures, the Company endeavored to cultivate an environment conducive to
their growth, development, and overall well-being.
We consider the employees as our most valuable asset and help them realize their full
potential.
PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES
1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014: -
i. The ratio of the remuneration of each director to the median remuneration of the
employee of the Company for the financial year 2024-25:
Sr. No. Name of Director |
Category of Director |
Ratio to Median Remuneration |
1. Mr. Suraj Prakash Gupta |
Executive Director |
9.71 |
2. Mr, Ritesh Gupta $ |
Executive Director |
3.89 |
3. Mr. Ashu Malik# |
Executive Director |
1.46 |
4. Mr. Nazir Baig |
Non-Executive Director |
? |
5. Mr. Syed Azizur Rahman* |
Non-Executive Director |
-- |
6. Ms. Pooja Solanki |
Non-Executive Director |
-- |
7. Mr. Sanjay Kumar Iain |
Non-Executive Director |
? |
8. Mr. Vyom Goel** |
Non-Executive Director |
-- |
$ Mr. Ritesh Gupta was appointed as Joint Managing Director effective November 21,2024.
# Mr. Ashu Malik resigned from the position of Whole-Time Director with effect from the
close of business hours on November 20, 2024, vide resignation letter dated October
20,2024.
*Mr. Syed Azizur Rahman resigned from the position of Chairperson and Non-Executive
& Non-Independent Director with effect from the close of business hours on July
04,2024, vide resignation letter dated July 01,2024.
**Mr. Vyom Goel was appointed as Non-Executive Non-Independent Director effective
August 13,2024
ii. The percentage increase in remuneration of each Director, Chief Executive Officer,
Chief Financial Officer, Company Secretary in the financial year:
Sr. No. Name |
Category |
% increase/ decrease in the remuneration in the financial year |
1. Mr. Suraj Prakash Gupta |
Executive Director |
Nil |
2 Mr. Ritesh Gupta* |
Executive Director |
Nil |
3. Mr. Ashu Malik# |
Executive Director |
Nil |
4. Mr. Somir Bhaduri |
Chief Financial Officer |
Nil |
5. Ms. Snehlata Sharma |
Company Secretary |
29.71 |
* Mr. Ritesh Gupta was appointed as Joint Managing Director effective November 21,2024.
# Mr. Ashu Malik resigned from the position of Whole-Time Director with effect from the
close of business hours on November 20, 2024, vide resignation letter dated October
20,2024.
iii. The percentage increase in remuneration in the median remuneration of employee in
the financial year: 22.70%
iv. The Company had 21 permanent employees as on March 31,2025.
v. Average Percentile Increase already made in the Salaries of Employees other than the
Managerial Personnel in the last Financial Year and its Comparison with the Percentile
Increase in the Managerial Remuneration: -
Percentage increase in the managerial remuneration for the year: 7.75 %
Percentage increase in Salaries of Employees other than the Managerial Personnel:
13.79%
vi. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014: -
There was no employee who has drawn salary as mentioned in the previously mentioned
rule.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of the provisions of regulation 34(2)(e) read with Schedule V, Part B of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report is provided separately
and forms an integral part of this Annual Report. The report provides detailed insights
into the industry structure, development, opportunities, threats, financial and
operational performance, internal control systems, and other key aspects pertaining to the
Company.
INDUSTRIAL RELATIONS
The Industrial Relations have continued to be stable and harmonious during the course
of the year.
DISCLOSURES UNDER SECRETARIAL STANDARDS
The directors state that applicable Secretarial Standards, i.e SS-1 and SS-2, relating
to 'Meeting of the board of Directors' and 'General Meetings', respectively, have been
duly followed by the company.
DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS
The company has maintained the requisite cost records and accounts as specified by the
Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
ISSUANCE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND. VOTING OR OTHERWISE.
As on March 31,2025, the Company has no equity shares with differential rights as to
dividend voting right or otherwise.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the financial year under review, neither any application is made by the Company
nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
DETAILS 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 ALONG WITH THE REASONS THEREOF
During the financial year under review, disclosure w.r.t. details 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 along with the reasons thereof,
is not applicable.
DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF PREFERENTIAL ISSUE. IF ANY
There were no instances of deviation(s) or variation(s) in the utilization of proceeds
from the allotment of 29,86,939 equity shares made pursuant to the Rights Issue during the
financial year 2024-25. The proceeds were utilized in accordance with the objects stated
in the Letter of offer dated July 04,2024
GREEN INITIATIVE
As a responsible corporate citizen, the Company supports the 'Green Initiative'
undertaken by the Ministry of Corporate Affairs,
Government of India, enabling electronic delivery of documents including the Annual
Report etc. to Members at their e-mail address registered with the Depository Participants
("DPs") and RTAs. To support the 'Green Initiative', Members who have not
registered their email addresses are requested to register the same with the Company's
Registrar and Share Transfer Agent ("RTAs")/ Depositories for receiving all
communications, including Annual Report, Notices, Circulars, etc., from the Company
electronically. Pursuant to the MCA Circulars and SEBI Circulars, the Annual Report of the
Company for the financial year ended 31 March 2025 including therein the Audited Financial
Statements for the financial year 2024-25, are being sent only by email to the Members.
ACKNOWLEDGEMENTS
The Board of Directors places on record its sincere appreciation and heartfelt
gratitude to all the stakeholders who have contributed to the Company's growth and success
during the financial year 2024-25.
We extend our deepest thanks to our customers, shareholders, investors, bankers,
employees, business associates, and the various departments of the State and Central
Governments for their continued support, cooperation, and trust in the Company.
We also express our special gratitude to our investors for their steadfast confidence
in our vision and strategic direction. Your financial support and valuable guidance have
played a crucial role in driving the Company's growth, enabling us to pursue innovation
and explore new opportunities. Your unwavering belief in our potential continues to
inspire us to strive for excellence and deliver long-term, sustainable value.
The Board reaffirms its commitment to uphold the trust and confidence reposed in the
Company by all its stakeholders.
|
By Order of the Board |
|
For Suraj Industries Ltd |
|
Sd/- |
|
Sanjay Kumar Jain |
|
Chairperson of the Company |
|
(DIN: 01014176) |
Date: July 28, 2025 |
Address: 263 , SFS, Hauz Khas |
Place: New Delhi |
New Delhi -110016 |