SURYA INDIA LIMITED INFORMATION MEMORANDUM. Registered Office Address: B-1/H-3 Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi

Transcription

1 SURYA INDIA LIMITED INFORMATION MEMORANDUM (In accordance with BSE Direct Listing Norms) Registered Office Address: B-1/H-3 Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi Contact No. : /18 -July 2015-

2 INFORMATION MEMORANDUM SURYA INDIA LIMITED [Originally Incorporated as a Public Limited Company in the name & style of Surya India Limited with the Registrar of Companies, NCT of Delhi & Haryana vide Certificate of Incorporation dated 31 st January, Subsequently, The Company obtained its certificate for commencement of Business from the Registrar of Companies, NCT of Delhi & Haryana on 12 th February, 1985.The Company was registered with Reserve Bank of India as NBFC vide registration certificate no dated 04 th March, The Corporate Identification Number of the Company is L74899DL1985PLC019991] Registered Office : B-1/H-3 Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi Phone No. : /18 Website Company Secretary and Compliance officer Registrar & Share Transfer Agent : : cs@haldiram.com : Mr. Jitesh Grover : M/s. Skyline Financial Services Pvt. Ltd D-153/A, 1 st Floor, Okhla Industrial Area, Phase-1, New Delhi Tel: /83; Fax: admin@skylinerta.com NO EQUITY SHARES ARE PROPOSED TO BE ISSUED OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM 2

3 INFORMATION MEMORANDUM FOR TRADING OF 6,985,832 OF RS. 10/- EACH FULLY PAID-UP GENERAL RISK Investment in Equity and Equity related securities involve a degree of risk and investors should not invest in the equity shares of Surya India Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking the investment decision in the shares of Surya India Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risk involved. ABSOLUTE RESPONSIBILITY OF SURYA INDIA LIMITED Surya India Limited having made all the reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Surya India Limited which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material aspect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material aspect. LISTING The Equity shares of Surya India Limited which are listed on Delhi Stock Exchange* and Uttar Pradesh Stock Exchange are proposed to be listed on BSE Limited. *Recognition withdrawn w.e.f

4 TABLE ON CONTENTS S. No Title Page No. I. Definitions and Abbreviations 5-6 II. III. IV. Risk Factors 1. Certain Conventions Use of Market Data Forward Looking Statements Risk Factors 9-12 Introduction 1. Industry Overview Business Overview Management Discussion and Analysis General Information Capital Structure 6. Share Capital History of the Company Summary of Financial Information Corporate Governance Shareholding Structure Statement Showing the Details of Dividends and Cash bonuses paid during the last 10 years Details of commission, brokerage, discount or option for the issue of any kind of security granted too any person About Surya India Limited 1. History Management Promoters and Key Managerial Personnel V. Outstanding Litigations VI. Material Contracts and Agreements VII Details of group/subsidiary Companies VIII. Declaration

5 I. DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates, the following terms have the meaning given below. References to Statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. Term The Company or Company or SIL Description Surya India Limited, a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at B-1/H-3 Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi Conventional / General Terms / Abbreviations Term Act or Companies Act Article or AOA. AGM Auditors Board of Directors / Board BSE CDSL UPSE Depository Depository Participant / DP DIN Director(s) DSE EGM / EoGM EPS Description The Companies Act, 1956 and the amendments made thereto from time to time Articles of Association of SIL Annual General Meeting The Statutory Auditors of SIL being. The Board of Directors of SIL BSE Limited Central Depository Services (India) Limited Uttar Pradesh Stock Exchange Limited A Depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended A Depository Participant as defined under the Depositories Act Director Identification Number Director(s) of SIL, unless otherwise specified Delhi Stock Exchange Limited Extraordinary General Meeting of the Shareholders of the Company Earnings Per Share i.e. profit after tax per share Equity Shares Equity Shares of the Company of face value of Rs. 10/- each, unless otherwise specified in the context thereof FDI FEMA Foreign Direct Investment Foreign Exchange Management Act, 1999, together with 5

6 Financial Year / Fiscal Year / FY HUF IM IT rules and regulations there under 12 months period ending on March 31 of a particular year Hindu Undivided Family Information Memorandum Information Technology I.T. Act The Income Tax Act, 1961 MD MOA. N.A. / N/A NAV NCR NCT NSDL p.a. PAN RBI RoC Rs. / Rupees / ` Managing Director Memorandum of Association of SIL Not Applicable Net Asset Value National Capital Region National Capital Territory National Securities Depository Limited Per annum Permanent Account Number allotted under the Income Tax Act, 1961 of India Reserve Bank of India Registrar of Companies, NCT of Delhi & Haryana Indian Rupees SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992 SEBI Insider Trading Regulations SEBI (SAST) Regulations / SEBI Takeover Code USD / $ WTD Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 U.S. Dollar Whole-time Director(s) 6

7 II. RISK FACTORS 1. USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION Financial Data Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the Generally Accepted Accounting Principles in India ( Indian GAAP ) and the Companies Act, 1956, as amended ( Companies Act ) included elsewhere in this Information Memorandum. The financial year commences on April 1 and ends on March 31, so all references to a particular financial year are to the twelvemonth period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. Industry and Market Data Unless stated otherwise, industry data and the market data used throughout this Information Memorandum have been obtained from industry publications, websites and other authenticated published data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although, the Company believes that industry data used in this Information Memorandum is reliable, it has not been independently verified. Similarly, internal company reports, while believed by us to be reliable, have not been verified by any independent sources. The extent to which the market and industry data used in this Information Memorandum is meaningful depends on the readers familiarity with the understanding of the methodologies used in compiling such data. There are no standard valuation methodologies or accounting policies in the said industry in India and methodologies and assumptions may vary widely among different industry sources. Currency Information All references to Rupees or Rs. or INR or ` are to Indian Rupees, the official currency of the Republic of India. All references to $, US$, USD, U.S.$, U.S. Dollar(s) or US Dollar(s) are to United States Dollars, the official currency of the United States of America. 7

8 2. FORWARD LOOKING STATEMENTS This Information Memorandum contains certain words or phrases, including, will, aim, will likely result, believe, expect, will continue, anticipate, estimate, intend, plan, contemplate, seek to, future, would, objective, goal, project, should, will pursue and similar expressions or variations of such expressions, that are forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from the Company s expectations include, among others: Changes in law and regulations that apply to the industries in India, wherein the Company is operating; Increasing competition and the conditions of the customers of the Company; Changes in Government Policies; The Company s ability to successfully implement its strategy, growth and expansion plans; General economic and business conditions in the markets in which the Company operates and in the local, regional and national economies; Changes in the value of the Rupee vis-à-vis other currencies; Changes in political and socio-economic conditions in India; The Company s ability to meet its capital expenditure requirements; Fluctuations in operating costs; Company s ability to attract and retain qualified personnel; Changes in technology; The performance of the financial markets in India and globally; and Any adverse outcome in the legal proceedings in which the Company is involved. 8

9 3. RISK FACTORS A. INTERNAL RISK FACTORS 1. Our business is vulnerable to interest rate risk. Changes in interest rate may affect our operational income and adversely affect our financial performance and profitability. Management Perception In our NBFC business, we are exposed to the risk of higher interest rates. If the yield on our Company s interest earning assets does not increase at the same time or to the same extent as our cost of funds, or our cost of funds does not decline at the same time or to the same extent as the yield on its interest earning assets, our net interest income and net interest margin would be adversely impacted. This could have a material adverse effect on the financial performance. 2. Our Company may experience delays in enforcing the collateral when borrowers default on their obligations, which will result in failure to recover the expected value of collateral and affect our financial performance. Management Perception Our Company may not be able to realize the full value of the collateral as a result of delays in bankruptcy and foreclosure proceedings, inability to foreclose, defects in the title of collateral, fraudulent transfers by borrowers and other factors which includes legislative changes and judicial pronouncements. The inability to recover the expected value of collateral could expose our Company to losses, which will have impact on business and financial performance. 3. If our company fails attract and retain key employees, our operations could be affected. Management Perception The Company believes that human resource is most important element for success of any organization. The company takes every step to promote feeling of belongingness among its employees and maintains a separate Human Resource department to care of concerns and well-being of employees. The staff turnover in the company is considerably less as compared to the 9

10 industry. In any case, skilled and/or trained manpower is available in the market. It has a strong Culture & Corporate Core Values. 4. The changes in the regulations that govern our Company could cause the business to suffer. Management Perception NBFCs in India are regulated by the RBI. Any changes in the regulatory framework will affect the profitability of our business and our future financial performance. B. EXTERNAL RISK 1. A slowdown in economic growth in India could cause business to suffer. Management Perception The performance and growth of the company and the industry are dependent on the health of the Indian economy as well the secondary industries. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors. Any slowdown in the Indian economy may adversely impact business and financial performance and the price of Equity Shares. 2. Political instability or changes in the government could delay the liberalization of the Indian economy and adversely affect economic conditions in India generally, which could impact financial results and prospects. Since 1991, successive Indian governments have pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant. The leadership of India has changed many times since The current central government is headed by the Indian National Congress and is a coalition of several political parties. Although the current government has announced policies and taken initiatives that support the economic liberalization policies that have been pursued by previous governments, the 10

11 rate of economic liberalization could change, and specific laws and policies affecting industry, foreign investment and other matters affecting investment in securities could change as well. 3. Any downgrading of India s debt rating by an independent agency may harm ability to raise debt financing. Any adverse revisions to India s credit ratings for domestic and international debt by international rating agencies may adversely affect ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on capital expenditure plans, business and financial performance. 4. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and our business. Terrorist attacks and other acts of violence or war may negatively affect the Indian financial markets and also adversely affect the worldwide financial markets. In addition, any deterioration in relations between India and its neighboring countries might result in investor concern about stability in the region, which could adversely affect the business. India has witnessed civil disturbances in the past and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have a negative impact. Such incidents could also create perception in the minds of investors that, investment in Indian Companies involve a higher degree of risk. 5. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer. India has experienced natural calamities such as earthquake, tsunami, floods and drought in the past. The extent and severity of these natural disasters determines their impact on the Indian economy, which have a adverse impact on our business. 6. Factors affecting Indian economy in general Like any other entity, our financial results are also affected by the macro economic factors determining the growth of the Indian economy in general 11

12 and continued growth of the securities market. The Growth of our business and ability to maintain the growth is influenced by the growth rate of the securities market indicators. Any slowdown in Indian economy or slowdown in securities market or any changes in government regulation could have an impact on our financial performance. 12

13 III. INTRODUCTION 1. INDUSTRY OVERVIEW: The Indian economy has been witnessing high rates of growth in the last few years. Financing Requirements have also risen commensurately and will continue to increase in order to support and sustain the tremendous economic growth. Indian Financial Services Industry is an innovative, competitive and thriving financial services industry in any country plays a vital role in its smooth functioning and development. India's financial services sector has posited a stable growth curve over the years driven by sound fundamentals, rising personal incomes corporate restructuring, financial sector liberalization and the growth of a consumer-oriented, credit-oriented culture. This has led to the increasing demand for financial products, including consumer loans (especially for cars and homes), as well as for insurance and pension products. The soaring demand for financial services offers promising investment prospects. In the multi-tier financial system of India, Non-banking financial companies (NBFCs) continue to grow profitably by meeting the credit needs primarily of self-employed borrowers while maintaining reasonable asset quality and prudent level of leveraging. 13

14 NBFCs have been playing a complementary role to the other financial institutions including banks in meeting the funding needs of the economy. They help fill the gaps in the availability of Financial services that otherwise occur in bank-dominated financial systems. The gaps are in regards the product as well customer and geographical segments. NBFCs over the years have played a very vital role in the economy. They have been at the forefront of catering to the financial needs and creating livelihood sources of the so-called unbankable masses in the rural and semi-urban areas. Through strong linkage at the grassroots level, they have created a medium of reach and communication and are very effectively serving this segment. Thus, NBFCs have all the key characteristics to enable the government and regulator to achieve the mission of financial inclusion in the given time. NBFCs Industry Structure: Growing Path of NBFCs NBFCs are rapidly gaining prominence as intermediaries in the retail finance sphere. 14

15 More than 80% of equipment leasing and hire purchase activity in India is financed by NBFCs. The Asset under Management of NBFCs in retail finance has tripled over the period Going forward the AUM is expected to triple again in future. Future growth will be driven by new products like gold loans which is expected to expand at a CAGR of per cent New RBI guidelines on NBFCs with regards to capital requirement, provisioning norms and enhance disclosures requirements are expected to benefits the sector in long run. 2. BUSINESS OVERVIEW: Surya India Limited (registered with the Reserve Bank of India (RBI) as a Non- Banking Financial Company), engaged mainly, in the business of providing Loans & Advances and investing in shares, both quoted and unquoted. The Company offers specialized solutions for meeting specific liquidity requirements with technical insights into capital markets. 15

16 Opportunities and Threats: Capital markets at present are going through turbulent times due to slow-down in domestic economy, slow-down in reforms, uncertain global economic environment, economic crisis faced by a few countries in Europe, fluctuations in currency rates, etc. Although the inflation has remained steady during the year but it is still under pressure due to hike in petrol prices, burden of diesel subsidies, high fiscal deficit, etc. However, we feel that the opportunities will soon arise in the markets upon the corrective policies by the government and better fiscal management which will strengthen the economy. The NBFC industry holds immense potential and the Government of India's increased focus towards Financial Inclusion has created various opportunities for existing NBFCs to leverage on their established customer base in rural areas. The recent steps by the Government of India to create Infrastructure for NBFC and to provide banking license for NBFCs is a positive signal. The above opportunities have made the Industry highly competitive with the emergence of new category of systematically important NBFCs. alongwith existing local and Multinational players leading to tough competition within the industry. Challenges & Future Outlook- While NBFCs have witnessed substantial growth over the years, there are few areas of concern which need to be addressed. For instance, while NBFCs have enjoyed an edge over banks in semi-urban & rural markets where banking network is not yet strong, they have limited spread in urban markets. Nonetheless, in recent years, NBFCs have begun to create niches for themselves that are often neglected by banks. These primarily include providing finance to non-salaried individuals, traders, transporters, stock brokers, etc. The growth of the Company depends directly upon the performance of the Securities Market, the Regulatory framework and other micro and macroeconomic factors in the economy viz-a-viz movements in the interest rates, fluctuation in the currency rates, etc. that have a direct bearing on the investment decisions of the Company. Barring unforeseen circumstances, the Company has huge growth prospects and is currently chalking out the roadmap to penetrate into new RBI approved segments for NBFCs. 16

17 3. MANAGEMENT DISSCUSSION AND ANALYSIS REPORT A. INDUSTRY STRUCTURE AND DEVELOPMENTS: Surya India Limited is a NBFC and is engaged mainly in the business of providing Loans & Advances and investing in shares, both quoted and unquoted. The industry structure relevant to the Company s operations is mainly concerned with the capital market. The NBFCs sector is undergoing a significant transformation at present and has come to be recognised as an important element of the financial system. The recent issue in financial sector has highlighted the necessity, importance and significant role, the NBFCs play in development of nation s infrastructure. In the financial system of India, importance of NBFCs has been much discussed. RBI has been setting right its regulatory and supervising policies from time to time to keep pace with the changes in the environment. NBFCs have been actively fuelling the growth of the economy especially the infrastructure part of the economy and have been supplementing the Banking system effectively and thus enhancing competition and diversification in the financial sector The NBFCs have attracted substantial investments during the recent years both from the retail and from the wholesale side. The growth also has been significant during this year. The NBFCs have been catalysts in accelerating the growth in the semi urban and rural areas. The projections made by RBI and other financial forecasts give substantial growth opportunities for the industry in the coming years. B. ECONOMY OVERVIEW: Indian economy is adversely affected by persistent inflation over the last few years. The rising incomes dropped the purchasing power of the population, driving consumption demand in sectors, where supply lagged particularly, in food grain and non-food-grain commodities, Sharp increase in international prices of fuels also contributed to inflationary pressure. The Government has been going very slow on various reforms, expected by large investors and market. Market participants were particularly concerned about subsidies fertilizer, food and fuel; falling rupee against dollar; unreported corruptions; 17

18 widening current account and fiscal deficits. Net Buys by the Foreign Institutional investors have been declining during the year as compared to these of the earlier years. Economic situations in Euro Zone countries and other priced the Capital Market towards losses. The NBFCs sector has undergone a significant transformation in the past few years and has come to be recognized as a systemically important element of the financial system. The recent global financial crisis has also highlighted the regulatory imperatives concerning the non-banking financial sector and the risks arising from regulatory gaps, arbitrage and systemic interconnectedness. In the multi-tier financial system of India, importance of NBFCs in the Indian financial system is much discussed by various committees appointed by RBI in the past and RBI has been modifying its regulatory and supervising policies from time to time to keep pace with the changes in the system. NBFCs have turned out to be engines of growth and are integral part of the Indian financial system, enhancing competition and diversification in the financial sector, spreading risks specifically at times of financial distress and have been increasingly recognized as complementary of banking system at competitive prices. Since the 90s crisis the market has seen explosive growth, as per a Fitch Report 1 the compounded annual growth rate of NBFCs was 40% in comparison to the CAGR of banks being 22% only. C. OPPORTUNITIES AND THREATS: Capital markets at present are going through turbulent times due to slowdown in domestic economy, slow-down in reforms, uncertain global economic environment, economic crisis faced by a few countries in Europe, fluctuations in currency rates, etc. Although the inflation has remained steady during the year but it is still under pressure due to hike in petrol prices, burden of diesel subsidies, high fiscal deficit, etc. However, we feel that the opportunities will soon arise in the markets upon the corrective policies by the government and better fiscal management which will strengthen the economy. The NBFC industry holds immense potential and the Government of India's increased focus towards Financial Inclusion has created various opportunities for existing NBFCs to leverage on their established customer base in rural areas. The recent steps by the Government of India to create Infrastructure for NBFC and to provide banking license for NBFCs is a positive signal. The 18

19 above opportunities have made the Industry highly competitive with the emergence of new category of systematically important NBFCs. alongwith existing local and Multinational players leading to tough competition within the industry. D. OUTLOOK: Outlook for the Company is linked to Capital Market. The Board of Directors of the Company believes that Company s Investments in the equity shares of various companies would reasonably perform in the ensuing years. The role of NBFCs has become increasingly important from both the macroeconomic perspective and the structure of the Indian financial system. Over a period of time, one has to accept; that it is only those which are big enough and serious about being in the finance business will and must grow. To survive and constantly grow. NBFCs have to focus on their core strengths while improving on weaknesses. They have to constantly search for new products and services in order to remain competitive. The coming years will be testing ground for the NBFCs and only those who will face the challenge and prove themselves will survive in the long run. For several years, NBFCs have rapidly emerged as an important segment of the Indian Financial System. The sector is now being recognized as complementary to the banking sector due to the implementation of innovative marketing strategies, introduction of tailor made products, customer-oriented services, attractive rates of return on deposits and simplified procedures. E. RISK & CONCERNS: As an NBFC, the Company is subjected to both external risk and internal risk. External risk due to interest rate fluctuation, slowdown in economic growth rate, political instability, market volatility, decline in foreign exchange reserves, etc. Internal risk is associated with your Company's business which includes deployment of funds in specific projects, diversification into other business operations, retention of talented personnel, managing effective growth rate, volatility in interest rate, NPAs in portfolio, changes in compliance norms and regulations, contingent liabilities and other legal proceedings. Your Company recognizes the importance of risk management and has invested in people, process and technologies to effectively mitigate the above risks. 19

20 Company s performance is closely linked to the Indian Capital Market as the company has investments in both quoted as well as unquoted shares. These investments represent a substantial portion of the company s business and are vulnerable to fluctuations in the stock market. Any decline in the price of quoted investments may affect its financial position and results of operations. The value of the company s investments may be affected by factors affecting capital markets such as price and volume volatility, interest rates, currency exchange rates, foreign investment, government policy changes, political and economic developments, crude oil prices and economic performance abroad, etc. The Company s success largely depends upon the quality and competence of its management team and key personnel. Attracting and retaining talented professionals is therefore a key element of the company s strategy. The resignation or loss of key management personnel may have an adverse impact on the Company s business, its future financial performance and the result of its operations. As a non-deposit taking NBFC, the Company is subjected to regulations by Indian governmental Authorities, including the Reserve Bank of India. Their Laws and regulations impose numerous requirements on the Company including prescribed levels of capital adequacy, solvency requirements and liquid assets. There may be future changes in the regulatory system or in the enforcement of the Laws and regulations that may adversely affect the Company s performance. Moreover, any slowdown in the economic growth in India could cause the business of the Company to suffer. Recently, the growth of industrial production has been variable. Any slowdown in Indian economy could adversely affect the Company s business. F. ADEQUACY OF INTERNAL CONTROL: The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time. 20

21 G. HUMAN RESOURCE DEVELOPMENT The Company believes that its people are a key differentiator, especially in knowledge driven, competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements and employee needs is an ongoing process. Our people are the company s greatest assets. Your company focuses on increasing the overall productivity per employee in the challenging market conditions. Men are the only active agent and acts as a catalyst in effective utilization of all other M s (Material, Machine and Money). The Board of Directors of your company would like to place on record their sincere appreciation for the efforts and contribution made by all the employees of the Company in the challenging environment. Your Directors take this opportunity to thank all employees for rendering impeccable services to every constituent of Company, customers and shareholders. The Company has a well-defined appraisal system to assess and reward the employees appropriately and also to gauge the potentials of the individuals. H. SEGMENT-WISE PERFORMANCE The Company is into single reportable segment only I. CAUTIONARY STATEMENT Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Words like anticipate, believe, estimate intend, will, expect and other similar expressions are intended to identify Forward Looking Statements. The company assumes no responsibility to amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. Actual results could differ materially from those expressed or implied. Important factors that could make the difference to the Company s operations include cyclical demand and pricing in the Company s principal markets, changes in Government Regulations, tax regimes, economic developments within India and other incidental factors. J. APPRECIATION Your Directors would like to express their sincere appreciation of the cooperation and assistance received from the shareholders, bankers and other government agencies during the year under review. 21

22 K. DISCUSSIONS ON FINANCIAL PERFORMANCE: The Company has recorded increase in sales by 17.66% at the end of Financial year March 31, 2015 as compared to March 31, 2014 and in Profit before tax by 18.28% in comparison to the financial year ended March 31, (Amount in Rs.) Highlights Sales 40,327,046 34,274,654 Other Income 312,750 17,816,150 Profit for the year before tax 40,639,796 34,357,643 Provision for taxation 5,541,862 5,736,487 Deferred Tax (70,528) (774,575) Net Profit For Appropriation 9,444,548 29,395,731 22

23 4. GENERAL INFORMATION The Company was incorporated with name Surya India Limited and the Certificate of Incorporation was granted by the Registrar of Companies, NCT of Delhi & Haryana on 31 st January, The Company obtained its certificate for commencement of Business from the Registrar of Companies, NCT of Delhi & Haryana on 12 th February, The Company was registered with Reserve Bank of India as NBFC vide registration certificate no dated 04 th March, The Corporate Identification Number of the Company is L74899DL1985PLC a) Eligibility Criterion The Company is submitting its Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement for public issues, as applicable, to BSE for making the said Information Memorandum available to public through their website viz. b) Prohibition by SEBI The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the company s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. c) Caution The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner. d) Disclaimer Clause of BSE As required, a copy of this Information Memorandum is being submitted to BSE. The BSE does not in any manner: Warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or 23

24 Warrant that this Company s securities will be traded or will continue to be traded on the BSE; or Take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company; And it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the BSE. Every person who desires to acquire any securities of this company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription / acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. e) Listing Application has been made to BSE for permission to deal in and for an official quotation of the Equity Shares of the Company. f) DEMAT Credit The Company has executed Agreements with NSDL and CDSL for its securities in DEMAT form as per the following details: (i) Dematerialization of Shares Tripartite agreements have been signed between the Company, the Registrar & Share Transfer Agent (RTA) and CDSL and NSDL. The ISIN No. allotted to the Company is INE446E (ii) Registrar & Share Transfer Agent Skyline Financial Services Pvt Ltd D-153/A, 1st Floor Okhla Industrial Area, Phase - I, New Delhi g) Auditors M/s P. R. Kumar & Company, Chartered Accountants, New Delhi 24

25 h) Bankers to the Company Yes Bank, 1 St Floor, Community Center, New Friends Colony, New Delhi i) Compliance Officer Mr. Jitesh Grover, Company Secretary (Investors can contact the Compliance Officer in case of any share transfer related problem.) 5. CAPITAL STRUCTURE Particulars Amount (in Rs) (A) Authorized Share Capital 78,20,000 Equity Shares of Rs. 10/- Each 7,82,00, (B) Issued, Subscribed and Paid-up Equity Capital 69,85,832 Equity Shares of Rs. 10/- Each 6,98,58, Further, note that the Company has not issued any security which is pending for conversion. 6. SHARE CAPITAL HISTORY OF THE COMPANY Date Issue of Type of Issue 02/02/1985 Subscribers to the Memorandum of Association (on formation of Company). Issue Price (In Rs.) No. of Shares Issued/ (Forfeited) Cumulativ e Capital (No. of Shares) Type of Shares Equity 15/09/1986 Public Issue 10 2,44,993 2,45,000 Equity 10/02/1992 Right Issue 10 7,35,000 9,80,000 Equity 25

26 03/02/1995 Right Issue 10 4,90,000 14,70,000 Equity 01/01/1998 Preferential Allotment ,45,000 24,15,000 Equity 16/06/1998 Due to Merger with Sunflag Securities Private Limited 14/10/2000 Due to Merger with Thrive Consultants Limited - 92,632 25,07,632 Equity - 7,92,550 33,00,182 Equity 19/11/2001 Preferential Allotment 70 11,00,000 44,00,182 Equity 03/08/2002 Due to Merger with Haldiram Indian Snacks Limited 02/06/2009 Due to Merger with Tickwell Commercial Limited - 7,32,875 51,33,057 Equity - 18,52,775 69,85,832 Equity 7. SUMMARY OF FINANCIAL INFORMATION Statement of Assets & Liabilities for the financial year ended , , & (Amount in Rs. Lac) PARTICULARS EQUITY LIABILITIES Shareholder s Funds AND year ended year ended year ended year ended Share Capital Reserves & Surplus , , , Non- Current Liabilities Long-term borrowing Deferred tax liabilities (Net)

27 Other Long term liabilities Long-term provision Current Liabilities Short-term borrowing Trade payables Other Short-term liabilities Short-term provisions TOTAL , , , ASSETS Non-current assets Fixed Assets , , , Non-current Investments Deferred Tax Assets(Net) Long-term loans and advances Current assets Trade receivable Cash and cash equivalents Short-term loans and advances , , , Other current assets TOTAL , , , *For the financial year ended , , and , figures have been computed in accordance with Revised Schedule VI. 27

28 Statement of Assets & Liabilities for the financial year ended & (Amount in Rs. Lac) PARTICULARS EQUITY AND LIABILITIES Shareholder s Funds Year ended Year ended Share Capital Reserves & Surplus 3, , Non- Current Liabilities Long-term borrowing Deferred tax liabilities (Net) Other Long term liabilities - - Long-term provision - - Current Liabilities Short-term borrowing - - Trade payables Other current liabilities Short-term provisions TOTAL 4, , ASSETS Non-current assets Fixed Assets 2, , Long-term loans and advances - - Other non-current assets - - Current assets Inventories

29 Trade receivable - - Cash and cash equivalents Short-term loans and advances 1, , Other current assets TOTAL 4, , *For the financial year ended & the figures have been computed in accordance with Revised Schedule VI Statement of Profit & Loss Account for the financial year ended , , & (Amount in Rs. Lac) Particulars INCOME Year ended Year ended Year ended Year ended Income from Operations Other Income TOTAL EXPENDITURE Cost of materials consumed Change in inventories of finished goods Employee expenses benefits Finance costs Depreciation amortization expenses and Provision against Standard assets Provision Investment against

30 Other expenses TOTAL Profit/Loss Before Tax Add/Less: Provisions for Current Tax Profit after Tax Add/Less: Deferred Tax Add/Less: Short/(Excess) Provision of Taxes of earlier years (0.71) (7.75) (0.78) (0.29) (0.03) - Add/Less: MAT Credit - (11.90) - - Profit for the year Earning per equity share : Basic & Diluted Earnings Per Shares *For the financial year ended , , and , figures have been computed in accordance with Revised Schedule VI. Statement of Profit & Loss Account for the financial year ended & (Amount in Rs. Lac) PARTICULARS INCOME Year ended Year ended Income from Operations Other Income TOTAL EXPENDITURE 30

31 Cost of materials consumed - - Change in inventories of finished goods - - Employee benefits expenses - - Finance costs - - Depreciation and amortization expenses Provision against Standard assets Other expenses TOTAL Profit/Loss Before Tax Add/Less: Provisions for Current Tax Profit after Tax Add/Less: Deferred Tax (0.65) 2.17 Add/Less: Short/(Excess) Provision of Taxes of earlier years 6.09 (2.60) Add/Less: MAT Credit (3.39) - Profit for the year Earning per equity share : Basic & Diluted Earnings Per Shares *For the financial year ended & the figures have been computed in accordance with Revised Schedule VI 31

32 Cash Flow Statement for the financial year ended , , & (Amount in Rs. Lac) Particulars Cash Flow arising from operations Year ended Year ended Year ended Year ended Net profit before tax and extraordinary items Add: -Depreciation Provision against Standard Assets Dividend Received (0.15) (0.51) (0.65) (0.71) -Profit on sale of fixed assets 0.75 (173.09) - - -Income Tax Paid (63.64) (70.26) (33.07) (19.69) -Profit on sale of Investments - (4.56) - - Operating Profit/(Loss) before working capital changes Adjustment for change in : - Account Receivable (28.55) - - Short Term Loan & Advance (207.82) (207.84) Long Term Loan & Advance (129.20) - -Trade Payable & Provision (116.91) (44.53) Net Cash inflow/(outflow) in course of operational activities (A) (33.49) Cash Flow arising from Investment activities -Addition to fixed assets (23.42) (628.81) (603.80) (57.01) 32

33 -Sale of Investment Dividend Income Sale of fixed assets Net Cash Flow arising from Investing activities (B) (203.14) (56.31) Cash Flow arising from financing activities -Repayment of Long term Borrowing (93.43) Loan Taken Net Cash Flow arising from financing activities (C) Net increase/(decrease) in cash/cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period (93.43) 6.57 (5.80) 5.72 (16.98) Cash Flow Statement for the financial year ended & (Amount in Rs. Lac) Particulars Cash Flow arising from operations Year ended Year ended Net profit after tax and extraordinary items Add: -Depreciation Provision against Standard Assets 1.53 (7.29) -Dividend Received (0.59) (0.68) 33

34 -Merger Expenses W/O (0.20) Income Tax Paid (15.49) (7.44) -Profit on sale of Investments (49.88) - Operating Profit/(Loss) before working capital changes Adjustment for change in : - Loan & Advance 1, Trade Payable & Provision (15.09) (3.51) Net Cash inflow/(outflow) in course of operational activities (A) 1, Cash Flow arising from Investment activities -Addition to fixed assets (477.02) (1,227.46) -Purchase of Investment (497.00) - -Dividend Income Sale of Investment Net Cash Flow arising from Investing activities (B) (873.43) (1,226.78)) Cash Flow arising from financing activities -Repayment of Long term Borrowing (603.17) (505.37) Net Cash Flow arising from financing activities (C) Net increase/(decrease) in cash/cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period (603.17) (505.37) (61.92)

35 8. CORPORATE GOVERNANCE In compliance with the Corporate Governance reporting requirements as per the format prescribed by the Securities and Exchange Board of India and incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges, the Company s policies on Corporate Governance and compliance thereof, upto March 31, 2014 is enumerated below for information of the shareholders and investors of the company: (1) COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE: Your Company stand committed to good Corporate Governance - transparency, accountability, disclosure and independent supervision to increase the value to the stakeholders. The Company is committed to transparency in all its dealings with shareholders, employees, the Government and other parties and places high emphasis on business ethics. The basic philosophy of Corporate Governance in the Company is to achieve business excellence and increasing long-term shareholder value, keeping in view the interests of the company s stakeholders. Your company believes that Corporate Governance is a powerful tool for building trust and long-term relationship with stakeholders, employees, customers and suppliers. The Company has consistently endeavored to be transparent in all areas of its operations. (2) BOARD OF DIRECTORS a. As on date, the Board of Directors consists of five members, comprising of one Managing Director, one Whole-time Director, one Non-Executive Director and Two Non-Executive Independent Directors. The Chairman of the Board is a Non- Executive Independent Director. The Board s composition meets the stipulated requirements of clause 49 of the listing agreement of the Stock Exchanges. b. Directorship in other Companies Name of the Director Position Directorships in other companies Mrs. Preeti Agarwal Managing Director Mrs. Priyanka Agarwal Whole-time Director - Adhunik Realators Private Limited 35

36 Mr. Kishan Behari Jain Mr. Ganesh Dass Aggarwal Mr. Manohar Lal Agarwal Non-Executive Independent Director Chairman and Non- Executive Independent Director Non-Executive Director Bayana Intech Private Limited Ukrind Build Private Limited Servo Foods Private Limited Haldiram Snacks Private Limited Haldiram Marketing Private Limited Haldiram Manufacturing Company Private Limited Haldiram India Private Limited M.R. Equipment and Warehousing Private Limited Bright Agrotech Private Limited HR Exploration Private Limited Haldiram Ethnic Foods Private Limited HR Snacks Private Limited P.D. Techspace Private Limited Note: None of the Directors of your Company is a member of more than 10 Committees nor was the Chairman of more than five Committees across all companies in which they are Directors. The required information (as enumerated in Annexure I in clause 49) was made available to the Board of Directors. Disclosures 1. The Company has not entered into any materially significant transaction with the related parties. Promoters, Directors or the management or relatives and their subsidiaries, etc. that may have a potential conflict with the interest of the Company at large. 36

37 2. The company has no litigations with SEBI & DSE for non-compliance of any of regulations wide SEBI (SAST) Regulation, SEBI (Prohibition of Insider Trading) Regulation, 1992 and Clause 40A of the Listing Agreement. The company is complying the provision of Clause 40A of the Listing Agreement. No penalties were imposed or strictures passed on the company by stock exchanges, SEBI or by any statutory authority related to Capital market. Committees of the Board a. Audit Committee:- A. Terms of Reference The role and terms of reference of the Audit Committee are in accordance with Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013 which inter alia, includes the overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors besides other terms as may be referred by the Board of Directors from time to time. B. Composition As on date, the Committee consisted of two Non-Executive Independent Directors and one Executive Director namely Name of the Director Category Mr. Ganesh Dass Agarwal Chairman & Non-Executive Independent Director Mr. Kishan Behari Jain Member & Non-Executive Independent Director Mrs. Preeti Agarwal Member & Executive Director BRIEF TERMS OF REFERENCE The role of the audit committee shall include the following: 1. Oversight of the company s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 37

38 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. 4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a) Matters required to be included in the Director s Responsibility Statement to be included in the Board s report in terms of clause (2AA) of section 217 of the Companies Act, The Role of Audit Committee shall include the following:- b) Changes, if any, in accounting policies and practices and reasons for the same c) Major accounting entries involving estimates based on the exercise of judgment by management d) Significant adjustments made in the financial statements arising out of audit findings e) Compliance with listing and other legal requirements relating to financial statements f) Disclosure of any related party transactions g) Qualifications in the draft audit report. 5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval 5A.Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. 6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems. 7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 8. Discussion with internal auditors any significant findings and follow up there on. 9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. 10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 38

39 11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. 12. To review the functioning of the Whistle Blower mechanism, in case the same is existing. 13. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. 14. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. b. Shareholders /Investors Grievances Committee: A. Terms of Reference The committee has been constituted to look into the Redressal of shareholders and investor complaints, non-receipts of Balance Sheet and any other relating to shareholders/investors grievance. B. Composition As on date, the committee comprises of two Non-Executive Independent Directors and one Non-Executive Director namely Name of Members Mr. Manohar Lal Agarwal Status Chairman & Non-Executive Director Mr. Kishan Behari Jain Member & Non-Executive Independent Director Mr. Ganesh Dass Agarwal Member & Non-Executive Independent Director c. Nomination and Remuneration Committee i. Terms of reference The committee of the Board of Directors has been constituted to review and approve the remuneration payable to Executive Directors of the Company considering the qualification, experience and performance of the Directors and the current trends in the Industry and other relevant factors. The Board as well as Nomination cum Remuneration committee 39

40 regularly tracks the market trends in terms of compensation levels and practices in relevant industries. This information is used to review the Company s remuneration policy. The criteria of paying remuneration to the Executive Directors are as per Industry practice. ii. Composition As on date, the committee consists of two Non-Executive Independent Directors and one Non-Executive Director namely: Name of Members Status Mr. Kishan Behari Jain Chairman & Non-Executive Independent Director Mr. Ganesh Das Agarwal Mr. Manohar Lal Agarwal Member & Non-Executive Independent Director Member & Non-Executive Director Other Information a. Means of Communication The quarterly un-audited financial results are sent to both the Stock Exchanges where the Company s shares are listed i.e. DSE & UPSE immediately after the Board meetings. b. Investor Grievances As mentioned earlier, the company has constituted an Investors Grievance Committee for redressing shareholders and investor s complaints. Mr. Manohar Lal Agarwal, Chairman of committee, Mr. Kishan Behari Jain and Mr. Ganesh Dass Agarwal are members of the committee. No Request is pending for transfer as on c. Share Transfer All share transfer are handled by Company s Registrar and Share Transfer Agent M/s Skyline Financial Services Pvt. Ltd, D-153/A, 1st Floor Okhla Industrial Area Phase -1, New Delhi

41 d. Listing at Stock Exchange and stock date The Company s equity shares are listed at Delhi Stock Exchange Ltd. (DSE) & Uttar Pradesh Stock Exchange Ltd. (UPSE). Since there was no trading in the shares of the company at UPSE & DSE, the share price market data are not available. e. ISIN No The Company s Demat International Security Identification Number (ISIN) for its equity shares in NSDL and CDSL is INE446E f. Share Transfer System In compliance with SEBI Guidelines, the Registration of Share transfers in physical form as well as in electronic form have been assigned to Skyline Financial Services Pvt. Ltd. In order to ensure timely registration of transfer and return of certificates, the Company monitors the Registrars work closely on regular basis. g. Address for Correspondence B-1/H-3 Mohan Co-operative Industrial Estate, Mathura Road, New Delhi Phones: /18 Fax: /16 Address of the Registrar Skyline Financial Services Pvt Ltd D-153/A, 1st Floor, Okhla Industrial Area Phase -1, New Delhi Investor s Correspondence may be addressed to The shareholders desiring to communicate with the Company on any matter relating to their shares of the Company may either visit in person or write quoting their Folio Number at the following address: 41

42 The Company Secretary, Surya India Limited B-1/H-3 Mohan Co-operative Industrial Estate, Mathura Road, New Delhi SEBI Complaints Redress System (SCORES) SCORES, i.e., a SEBI Complaints Redress System is a centralized web based complaints redress system which serves as a centralized database of all Complaints received enables uploading of Action Taken Reports (ATR s) by the concerned Companies & online viewing by the investors of actions taken on the Complaint & its current status. During the year under review, Surya India Limited got itself registered on the SCORES portal of SEBI. 9. SHAREHOLDING STRUCTURE (a) Distribution of Shareholding as on 30 th June, 2015 No. of Shares Range No. of Sharehold ers % of Shareholders Value of Shares Held (Face Value) % of Shareholding 1 to to 1, ,001 to 2, ,001 to 3, ,001 to 4, ,001 to 5, ,001 to 10, ,001 & Above Total (b) Shareholding Pattern as on 30 th June 2015 Introductory sub-table (I)(a) Name of the Company: Surya India Limited Scrip Code, Name of the scrip, class of security: Quarter ended: 30 th June,

43 No. of partly paid-up shares As a % of total no. of partly paid-up shares As a % of total no. of shares of the company Partly paid-up shares:- Held by promoter/promoter group Held by public Total Outstanding convertible securities:- No. of outstanding securities As a % of total no. of outstanding convertible securities As a % of total no. of shares of the company, assuming full conversion of the convertible securities Held by promoter/promoter group Held by public Total Warrants:- No. of warrants As a % of total no. of warrants As a % of total no. of shares of the company, assuming full conversion of warrants Held by promoter/promoter group Held by public Total Total paid-up capital of the company, assuming full conversion of warrants and convertible securities Statement Showing Shareholding Pattern for the period ended on Ca teg ory co de Category of Shareholder Numb er of Share holde rs Total number of shares Table (I)(a) Number of shares held in demateri alized form Total shareholding as a percentage of total number of shares As a percen tage of (A+B) 1 As a percen tage of (A+B+ C) Shares Pledged or otherwise encumbered Num ber of share s (I) (II) (III) (IV) (V) (VI) (VII) (VIII) As a perc enta ge (IX)= (VIII )/(I V)*1 43

44 (A) Shareholding of Promoter and Promoter Group 2 1 Indian 00 (a) Individuals/ Hindu Undivided Family (b) Central Government/ State Government(s) (c) Bodies Corporate (d) Financial Institutions/ Banks (e) Any Others(Specify) (ei) (eii) Sub Total(A)(1) Foreign a Individuals (Non- Residents Individuals/ Foreign Individuals) b Bodies Corporate c Institutions d Any Others(Specify) d-i d-ii Sub Total(A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) (B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI (b) Financial Institutions / Banks (c) Central Government/ State Government(s) (d) Venture Capital Funds (e) Insurance Companies (f) Foreign Institutional

45 Investors (g) Foreign Venture Capital Investors (h) Any Other (specify) Sub-Total (B)(1) B 2 Non-institutions (a) Bodies Corporate (b) Individuals I Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh (c) Any Other (specify) Sub-Total (B)(2) Total Public (B) Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) (C) Shares held by Custodians and against which Depository Receipts have been issued 1 Promoter and Promoter Group Public Sub-Total (C ) GRAND TOTAL (A)+(B)+(C)

46 (I) (b) Statement showing Shareholding of persons belonging to the category Promoter and Promoter Group for the period ended on Sr. No. Name of the shareholder Total shares held Number of shares As a % of grand total (A) +(B) +( C ) Nu mbe r Shares pledged or otherwise encumbered As a percenta ge As a % of grand total (A)+(B)+(C) of sub-clause (I)(a ) (I) (II) (III) (IV) (V) (VI)=(V)/ (III)*100 (VII) 1 Manohar Lal Agarwal Anand Agarwal Madhusudan Agarwal Sumitra Agarwal Pankaj Agarwal Manju Agarwal Amit Agarwal Ashish Agarwal Umesh Agarwal Amisha Agarwal Ritu Agarwal Haldiram Manufacturing Co. (P) Ltd. 13 Haldiram Marketing Pvt. Ltd. 14 Haldiram Products Pvt. Ltd. 15 Manohar Lal Agarwal- Karta Total (I)(c) (i) Statement showing Shareholding of persons belonging to the category Public and holding more than 1% of the total number of shares for the period ended on Sr. No. Name of the shareholder Number of shares Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} 1. Ankit Agarwal Adonis Stock & Shares (P) Limited 3. Yaksh In-fin Lease (P) Limited

47 4. Sind-wave Finance Services Ltd Shub Exim Limited PMC Fincorp Limited (previously known as Priti Mercantile Company Limited) Consiellation Capital Ltd Supermax Fincap (P) Ltd Yogeshwar Singh Asha Singh Niranjan Kumar Goel Anand Kumar Goel Kyoto Merchandise Pvt. Ltd Taral Vincon Private Ltd Sanjay Gupta All Time Supplier Pvt. Ltd TOTAL (I)(c)(ii) Statement showing Shareholding of persons(together with PAC) belonging to the category Public and holding more than 5% of the total number of shares for the period ended Sr. No. Name of the shareholder Number of shares Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} N.A. 0 0 TOTAL 0 0 (I)(d) Statement showing details of locked-in shares for the period ended Sr. No. Name of the shareholder Number of locked-in shares Locked-in shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} 1 N.A TOTAL

48 (II)(a) Statement showing details of Depository Receipts (DRs) for the period ended Sr. No Type of outstanding DR (ADRs, GDRs, SDRs, etc.) Numb er of outsta nding DRs Number of shares underlying outstanding DRs Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} 1 N.A N.A N.A 0.00 (II)(b) Statement showing holding of Depository Receipts (DRs), where underlying shares held by "promoter/promoter group" are in excess of 1% of the total number of shares for the period ended Sr. No. Name of the DR Holder Type of outstanding DR (ADRs, GDRs, SDRs, etc.) Number of shares underlying outstanding DRs Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} 1 N.A 0.00 (c) Shareholding Pattern as on 31 st March, 2015 Introductory sub-table (I)(a) Name of the Company: Surya India Limited Scrip Code, Name of the scrip, class of security: Quarter ended: 31 st March 2015 No. of partly paid-up shares As a % of total no. of partly paid-up shares As a % of total no. of shares of the company Partly paid-up shares:- Held by promoter/promoter group Held by public Total Outstanding convertible securities:- Held by promoter/promoter group No. of outstanding securities As a % of total no. of outstanding convertible securities As a % of total no. of shares of the company, assuming full conversion of the convertible securities

49 Held by public Total Warrants:- No. of warrants As a % of total no. of warrants As a % of total no. of shares of the company, assuming full conversion of warrants Held by promoter/promoter group Held by public Total Total paid-up capital of the company, assuming full conversion of warrants and convertible securities Statement Showing Shareholding Pattern for the Quarter ended on Ca teg ory co de Category of Shareholder Numb er of Shareh olders Total number of shares Table (I)(a) Number of shares held in demater ialized form Total shareholding as a percentage of total number of shares As a percen tage of(a+ B) 1 As a percen tage of (A+B+ C) Shares Pledged or otherwise encumbered Num ber of share s (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (A) Shareholding of Promoter and Promoter Group 2 1 Indian As a perc enta ge (IX)= (VIII )/(I V)*1 00 (a) Individuals/ Hindu Undivided Family (b) Central Government/ State Government(s) (c) Bodies Corporate (d) Financial Institutions/ Banks

50 (e) Any Others(Specify) (ei) (eii) Sub Total(A)(1) Foreign a Individuals (Non- Residents Individuals/ Foreign Individuals) b Bodies Corporate c Institutions d Any Others(Specify) d-i d-ii Sub Total(A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) (B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI (b) Financial Institutions / Banks (c) Central Government/ State Government(s) (d) Venture Capital Funds (e) Insurance Companies (f) Foreign Institutional Investors (g) Foreign Venture Capital Investors (h) Any Other (specify) Sub-Total (B)(1) B 2 Non-institutions (a) Bodies Corporate (b) Individuals

51 I II Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh (c) Any Other (specify) Sub-Total (B)(2) Total Public (B) Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) (C) Shares held by Custodians and against which Depository Receipts have been issued 1 Promoter and Promoter Group Public Sub-Total (C ) GRAND TOTAL (A)+(B)+(C) (I) (b) Statement showing Shareholding of persons belonging to the category Promoter and Promoter Group for the Quarter ended on Sr. No. Name of the shareholder Total shares held Number of shares As a % of grand total (A) +(B) +( C ) Nu mbe r Shares pledged or otherwise encumbered As a percenta ge As a % of grand total (A)+(B)+(C) of sub-clause (I)(a ) (I) (II) (III) (IV) (V) (VI)=(V)/ (III)*100 (VII) 1 Manohar Lal Agarwal Anand Agarwal

52 3 Madhusudan Agarwal Sumitra Agarwal Pankaj Agarwal Manju Agarwal Amit Agarwal Ashish Agarwal Umesh Agarwal Haldiram Manufacturing Co. (P) Ltd. 11 Haldiram Marketing Pvt. Ltd. 12 Haldiram Products Pvt. Ltd. 13 Manohar Lal Agarwal- Karta Total (I)(c) (i) Statement showing Shareholding of persons belonging to the category Public and holding more than 1% of the total number of shares for the Quarter ended on Sr. No. Name of the shareholder Number of shares Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} 1 Ankit Agarwal Nimit Agarwal Adonis Stock & Shares (P) Limited 4 Yaksh In-fin Lease (P) Limited Sind-wave Finance Services Ltd Shub Exim Limited PMC Fincorp Limited (previously known as Priti Mercantile Company Limited) Consiellation Capital Ltd Supermax Fincap (P) Ltd Yogeshwar Singh Asha Singh Niranjan Kumar Goel Anand Kumar Goel

53 14 Kyoto Merchandise Pvt. Ltd Taral Vincon Private Ltd Sanjay Gupta All Time Supplier Pvt. Ltd TOTAL (I)(c)(ii) Statement showing Shareholding of persons(together with PAC) belonging to the category Public and holding more than 5% of the total number of shares for the Quarter ended on Sr. No. Name of the shareholder Number of shares Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} N.A. 0 0 TOTAL 0 0 (I)(d) Statement showing details of locked-in shares for the Quarter ended on Sr. No. Name of the shareholder Number of locked-in shares Locked-in shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} 1 N.A TOTAL (II)(a) Statement showing details of Depository Receipts (DRs) for the Quarter ended on Sr. No Type of outstanding DR (ADRs, GDRs, SDRs, etc.) Numb er of outsta nding DRs Number of shares underlying outstanding DRs Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} 1 N.A N.A N.A

54 (II)(b) Statement showing holding of Depository Receipts (DRs), where underlying shares held by "promoter/promoter group" are in excess of 1% of the total number of shares for the Quarter ended on Sr. No. Name of the DR Holder Type of outstanding DR (ADRs, GDRs, SDRs, etc.) Number of shares underlying outstanding DRs Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} 1 N.A 0.00 (j) List of Top 10 shareholders as on 30 th June, 2015 Sl. Name of Shareholder No. of Shares Percentage of No. Total Paid up Capital 1 Amit Agarwal Anand Agarwal Manohar Lal Agarwal Pankaj Agarwal Haldiram Manufacturing Co. (P) Ltd Madhusudan Agarwal PMC Fincorp Limited (Previously known as Priti Mercantile Company Limited) Manju Agarwal Amisha Agarwal Ritu Agarwal Statement Showing the Details of Dividends and Cash bonuses paid during the last 10 years. (Not Applicable) 11. The company has not given any commission, brokerage, discount or option for the issue of any kind of security granted too any person: As per the prospectus dated , the Company paid the brokerage at the 1 1/2 % on the nominal value of shares on the basis of allotment of shares. However, since the documents pertaining to Initial Public Offer are more than twenty eight years old, it difficult to quantify the percentage/amount of brokerage paid. 54

55 IV. ABOUT SURYA INDIA LIMITED 1. HISTORY Surya India Limited, a Non- Banking Financial Company (NBFC), registered under the Companies Act, 1956 and is a part of the Haldiram Group having very good brand / reputation in food processing industry. It is a listed NBFC Company, engaged in the business of providing loans and advances, investment in shares of other companies. The Corporate Identification Number of the Company is L74899DL1985PLC The company was incorporated on with registration certificate issued by the Registrar of Companies, Delhi and Haryana and got its certificate of commencement of business on Keeping in view the growth story of NBFC sector, the company had applied to Reserve Bank of India for obtaining certificate of registration for carrying on NBFC business and it was registered with Reserve Bank of India as NBFC vide registration certificate no dated The Company has achieved a remarkable growth in recent years from its business operations / Investment incomes which result in doubling of Earning per share for the financial year in comparison to previous year. The company is committed and plans to diversify its business operation in coming years by exploring potential opportunities of Investments by providing short terms and long terms loans. Business Model: Surya India Limited is a Non-Banking Financial Company (NBFC). The Company is duly registered with RBI with registration No and is carrying on NBFC S activities. The main business of the company is to make both long term and short term investment in quoted as well as unquoted shares. The company also gives short term and long term loans to its borrowers. The company earns revenue by way of dividend received on stock in trade and interest on loans so given to the borrowers. The Company will continue its focus and efforts in Capital Market as well as in making loans to the potential and sound borrowers. The Directors of the company are optimistic that company would be able to fetch better returns in the future. 55

56 Organizational Structure of the Company Reorganization, Reconstruction and Amalgamation In the Financial year , Sunflag Securities Private Limited got merged with the Company pursuant to which the Company had issued 92,632 Equity Shares of face value of Rs. 10/- each. In the Financial year , Thrive Consultants Limited got merged with the Company pursuant to which the Company had issued 7,92,550 Equity Shares of face value of Rs. 10/- each. Further, in the Financial Year , the Group Company, Haldiram Indian Snacks Limited got merged with the Company pursuant to which the Company had issued 7,32,875 Equity Shares of face value of Rs. 10/- each. Furthermore, in the Financial Year , Tickwell Commercial Limited got merged with the Company vide order of Hon ble High Court of Delhi dated 24th May, 2006 and pursuant to which the Company had allotted 18,52,775 Equity Shares of face value of Rs. 10/- each in the Financial Year