SURYA MARKETING LIMITED 29 TH ANNUAL REPORT

SURYA MARKETING LIMITED 29 TH ANNUAL REPORT FINANCIAL YEAR 2013-2014

CORPORATE INFORMATION BOARD OF DIRECTORS Kailash Chand Upreti Ankit Modi Diwakar Joshi Virender Singh Rana COMPANY SECRETARY/ COMPLIANCE OFFICER Ms. Rakhi Nagpal BANKERS Punjab National Bank STATUTORY AUDITORS M/S Kumar Anoop & Co. Chartered Accountants, Room -220, 2 nd Floor, D-355, Shari Laxmi House Vikas Marg, Laxmi Nagar, New Delhi 110092 CORPORATE IDENTIFICATION NUMBER (CIN): L29130DL1985PLC021802 REGISTERED OFFICE House.4346, Ground Floor, Gali. 4C, Ansari Road, Darya Ganj, New Delhi 110002 E-mail: suryamarket@yahoo.com Website: www.suryamkt.com REGISTRAR AND TRANSFER AGENT Beetal Financial & Computer Services Private Limited Beetal House, 3rd Floor, 99 Maidangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi 110062 Tel: 011-29961281 Fax: 011-29961284 E-mail: beetal@rediffmail.com Website:www.beetalfinancial.com 2

CONTENT OF ANNUAL REPORT S. CONTENT PAGE NO. 1. tice 4 2. Directors Report 9 3. Corporate Governance 13 4. Management Discussion And Analysis Report 24 5. Auditors Report 26 6. Balance Sheet 31 7. Statement of Profit & Loss 33 8. tes to Account 35 9. Cash Flow Statement 48 10 Attendance slip 50 11. Proxy form 50 3

NOTICE OF 29 TH ANNUAL GENERAL MEETING To, All Member, Surya Marketing Limited tice is hereby given that 29 th Annual General Meeting of the Shareholders of SURYA MARKETING LIMITED will be held on Monday, 16 th June, 2014 at 11:00 A.M at House. 4346, Ground Floor, Gali. 4C, Ansari Road, Daryaganj, New Delhi 110002 to transact the following Business: ORDINARY BUSINESS: 1. To receives consider and adopt the audited Balance sheet of the Company as at March 31, 2014, the statement Profit & Loss Account, Cash Flow Statement for the year ended on that date and the Reports of Directors and Auditor s thereon. 2. To appoint a director in place of Mr. Ankit Modi, who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint M/s Kumar Anoop & Co., Chartered Accountants FRN 021412N, as Statutory Auditors of the Company to hold the office form the conclusion of this Annual General Meeting till the Conclusion of next Annual General Meeting of the Company and to fix their remuneration. SPECIAL BUSINESS: 4. To consider and if thought fit, to pass the resolution with or without modification(s) as Ordinary Resolution: RESOLVED THAT in accordance to the provision of Section 160 of the Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013, Mr. Kailash Chand Upreti be and is hereby appointed as Director of the Company. 5. To consider and if thought fit, to pass the resolution with or without modification(s) as Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 197 and 203 of the Companies Act, 2013 and other provision if applicable read with Schedule V of the Act, the appointment of Mr. Kailash Chand Uprti as Whole time Director of the Company w.e.f. 01.01.2014 for a period of 5 Years on the remuneration and terms and conditions as given below, be and is hereby approved, confirmed and ratified:- a) Remuneration Rs. 20,000/- p.m. (Rupees Twenty Thousand Only) with such annual increments 4

5 / increases as may be decided by the Board of Directors from time to time. a. Perquisites Free use of the Company s car for Company s work along with driver. Telephone, telefax and other communication facilities at Company s cost for Official purpose. Subject to any statutory ceiling/s, the appointee may be given any other allowances, perquisites, benefits and facilities as the Remuneration Committee / Board of Directors from time to time may decide. c) Valuation of perquisites Perquisites/allowances shall be valued as per the Income Tax rules, wherever applicable, and in the absence of any such rules, shall be valued at actual cost. d) Minimum remuneration In the event of loss or inadequacy of profits in any financial year during the tenure of the appointment, the appointee shall subject to the approval of the Central Government, if required, be paid remuneration by way of salaries and perquisites as set out above, as minimum remuneration, subject to restrictions, if any, set out in Schedule V to the Companies Act, 2013, from time to time. e) Other terms The terms and conditions of the said appointment may be altered and varied from time to time by the Board of Directors as it may, in its discretion, deem fit within the maximum amount payable to the appointee in accordance with the provisions of the said Act or any amendments made therein or with the approval of the Central Government, if required. RESOLVED THAT any one of the Directors of the Company be and is hereby authorized to do all such acts and deeds, matters or things as may be deemed necessary, appropriate, expedient or desirable to give effect to above resolution or otherwise considered by it in the best interest of the Company. 6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:- RESOLVED THAT in accordance to the provision of Section 160 of the Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013, Mr. Diwaker Joshi be and is hereby appointed as Director of the Company. 7. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:- RESOLVED THAT in accordance to the provision of Section 160 of the Companies Act, 2013 and all other applicable provisions of the Companies Act,

2013, Mr. Virender Singh Rana be and is hereby appointed as Director of the Company. Date: 15 th May, 2014 Place: New Delhi By Order of the Board For Surya Marketing Limited Sd/- Kailash Chand Upreti Director (06782078) NOTES 1. A member entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote instead of himself/herself and such proxy need not be a member of the company. proxy instrument should be lodged with the company at its registered office not less than 48 hours before the commencement of the meeting. 2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of special business under item no. 4, 5, 6 & 7 as stated above is annexed hereto. 3. The Register of Members and Share Transfer Books of the company will remain closed from 11 th June, 2014 to 13 th June, 2014 (both days inclusive) for AGM purpose. 4. Members are requested to notify any change in their addresses to the Company s Registrar and Share Transfer Agent i.e Beetal Financial & Computer Services Private Limited, Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi-110062, Tel.: +91-44-2996 1281/83, Fax: +91-44-2996 1284, Email: beetal@rediffmail.com; Website: www.beetalfinancial.com 5. Members who hold shares in dematerialized from are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the meeting and number of shares held by them. 6. As a measure of economy, copies of Annual Report will not be distributed at the Annual General Meeting. Members are therefore requested to bring their copies of the Annual Report to the Meeting. 7. Members/Proxies should bring the Attendance Slip, duly filled in, for attending the Meeting. In case of Joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote. 8. A brief profile of Mr. Diwaker Joshi, Mr. Virender Singh Rana and Mr. Ankit Modi is given below in terms of the provisions of Clause 49 of the Listing Agreement. 6

Mr. Diwakar Joshi, aged 43 Years, is the Independent Director of our Company. He is Commerce graduate and has 10 years in the field of Accounts and Finance. He has been on the board of Our Company since, January, 2014, details of other Directorship and Chairmanship have been mentioned in Corporate Governance Report. Mr. Virender Singh Rana, aged 28 years is a Independent Director of our Company. He has completed his graduation in arts. He possess 4 years of experience various aspect of Marketing sector. He has been on the board of Company since December, 2013, details of other Directorship and Chairmanship have been mentioned in Corporate Governance Report. Mr. Ankit Modi aged 30 years, is n - Executive Director of our Company. He is Bachelor in Business Administration. He possess more than 2 years of experience in the field of finance, capital markets and related activities. The Board has the advantage of his wide experience in the financial services field. He has been on the board of Company since August, 2009, details of other Directorship and Chairmanship have been mentioned in Corporate Governance Report. Date: 15 th May, 2014 Place: New Delhi By Order of the Board For Surya Marketing Limited Sd/- Kailash Chand Upreti Director (06782078) EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM 4 & 5: Mr. Kailash Chand Upreti was appointed as an Additional Director with effect from 15.12.2013. As per provisions of section 260 of the Companies Act 1956, he hold office upto the date of this ensuing Annual General Meeting of the Company. Pursuant to Section 160 of the Companies Act, 2013] the Company has received notice along with the deposit as prescribed, from him offering his candidature for appointment as director of the Company. Mr. Kailash Chand Upreti was appointed as Whole time Director with effect from 01/01/2014, subject to the approval of Members at the ensuing Annual General Meeting and subject to the approval of the Central Government, if any, for a period of five(5) years. The Board recommends these resolutions for your approval. Mr. Kailash Chand Upreti is interested in these resolutions to the extent of his appointment. ne of the remaining Directors and their relatives is concerned or interested in the proposed resolutions. 7

ITEM NO. 6 Mr. Diwakar Joshi, who was appointed as an Additional Director of the Company with effect from January 1, 2014, in terms of Section 260 of the Companies Act, 1956, he holds office until the date of the Annual General Meeting of the Company. The Company has received notice under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Diwakar Joshi for the office of the Director under the provisions of Section 160 of the Companies Act, 2013. Mr. Diwakar Joshi is an eminent Professional and bring rich and varied experience to the Board. The Board of Directors recommends the resolution set out in Item no. 6 of the tice for approval of the Members. ne of the Directors of the Company, except Mr. Diwakar Joshi, is in any way concerned or interested in this resolution. ITEM NO. 7 Mr. Virender Singh Rana, who was appointed as an Additional Director of the Company with effect from December 15, 2013, in terms of Section 260 of the Companies Act, 1956, he holds office until the date of the Annual General Meeting of the Company. The Company has received notice under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Virender Singh Rana for the office of the Director under the provisions of Section 161 of the Companies Act, 2013 The Board of Directors recommends the resolution set out in Item no. 7 of the tice for approval of the Members. ne of the Directors of the Company, except Mr. Virender Singh Rana, is in any way concerned or interested in this resolution. Date: 15 th May, 2014 Place: New Delhi By Order of the Board For Surya Marketing Limited Sd/- Kailash Chand Upreti Director (06782078) 8

THE DIRECTORS REPORT Dear Shareholders, Yours Directors have pleasure in presenting the 29 th Annual Report and Audited Accounts of Surya Marketing Limited ( the Company ) for the year ended 31 st March, 2014 ( the financial year ). FINANCIAL HIGHLIGHTS The summarized performance of the Company for the years 2013-14 and 2012-13 is given below: Particulars 9 For Financial Year Ended 31 st March, 2014 (Rs. In Lacs) For Financial Year Ended 31 st March, 2013 (Rs. In Lacs) Total Income 128.81 14.50 Total Expenditure 124.26 13.94 Profit before Depreciation and Tax 4.55 0.56 Less: Depreciation 1.37 0.03 Profit after Depreciation but before 3.17 0.52 Tax Less: Current Tax 1.00 0.16 Add: Excess Provision of Income Tax of 0.00 0.00 Previous years Profit / (Loss) After Tax 2.17 0.36 Proposed Dividend 0.00 0.00 Tax on Dividend 0.00 0.00 Transferred to Statutory Reserves 0.00 0.00 FINANCIAL PERFORMANCE During the year under review, your Company has recorded a total income of Rs. 128.81 Lacs, against Rs. 14.50 Lacs in the previous year, with a total increase of Rs. 114.31 Lacs. Net Profit before Taxation for the financial year ended March 31, 2014 increased from Rs. 0.52 Lac to Rs. 3.17 Lac which is increase of Rs. 2.65 Lac from the previous year. Consequently, the Profit after Tax increased from Rs. 0.37 Lac to Rs. 2.17 Lac an increase of Rs. 1.8 Lac. DIVIDEND In consideration of future prospects of the Company, Your Board of Directors has decided to plough back the profits into the business operations of the Company. PUBLIC DEPOSIT Your Company has not accepted any deposits from the public during the year under review.

INCREASE IN EQUITY SHARE CAPITAL During the year under review, the Company has increased its authorized equity Share capital from Rs. 1,00,00,000 (Rupees One crore only) consisting 10,00,000 Equity shares of Rs. 10/- each to Rs. 3,50,00,000 (Rupees three crore fifty lacs only) consisting 35,00,000 equity shares of Rs. 10/- each. Also, the Company has issued and allotted 835500, 744000, 425000, 518500 equity shares of Rs, 10/- each on 22th August, 2013, 24 th August, 2013, 16 th vember, 2013 and 19 th vember, 2013 respectively and accordingly, the Equity Paid up Share capital stand increased to Rs. 3,02,30,000 (Rupees three Crores two lacs thirty thousand only) consisting 3023000 equity shares of Rs. 10/- each. DIRECTORS In accordance with Section 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Ankit Modi, Director of the Company, retire by rotation and being eligible offer himself for re-appointment at the ensuing Annual General Meeting. Also, Mr. Diwaker Joshi was appointed as an additional director by the Board of Directors in its meeting held on 1 st January, 2014 and Mr. Virender Singh Rana and Mr. Kailash Chand Upreti were appointed as Additional Directors by the Board of Directors in its meeting held on 15 th December, 2013 and the Company has received notices under Section 160 of the Companies Act, 2013 proposing their candidature of for the office of the Director. Also, during the year under review, Mr. Jai Kumar, Mr. Parag Mittal and Mr. Anurag Garg resigned from the Board. LISTING OF EQUITY SHARES ON BSE LIMITED During the year under review, Your Company has applied for listing of its equity shares on the plateform of BSE Limited. STATUTORY AUDITORS The Statutory Auditors M/s Kumar Anoop & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and the Company has a letter. The Company has received letter from them to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such re-appointment. A Board of directors of the company has recommended their appointment in the ensuing Annual General Meeting. 10

INDUSTRIAL RELATIONS During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. PARTICULARS OF EMPLOYEES The provision of Section 217(2A) of the Companies Act, 1956 are not applicable as no Employee of the Company draws remuneration to the extent laid down therein. CHANGE IN REGISTERED OFFICE During the year under review, Company changed its registered office to House. 4346, Ground Floor, Gali. 4C, Ansari Road, Darya Ganj, New Delhi-110002 SUBSIDIARY COMPANIES The Company does not have any subsidiary. CONSOLIDATED FINANCIAL STATEMENTS Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earnings and outgo during the year under Report. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that: a. in the preparation of the annual accounts for the year ended March 31 2014, the applicable Accounting Standards have been followed; b. 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 at the end of the financial year and of the profit or loss of the Company for the year under review; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and 11

d. the Directors have prepared the annual accounts of the Company on a going concern basis. MANAGEMENT DISCUSSION AND ANALYSIS REPORT In terms of the provisions of Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Annual Report. CORPORATE GOVERNANCE In terms of the provisions of clause 49 of the Listing Agreement, a report on corporate governance forms part of this Annual Report and a Certificate from the Statutory Auditors of the Company on the compliance with Corporate Governance requirements is attached to the Report on Corporate Governance. ACKNOLEDGEMENT Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year. Place: New Delhi Date: 15 th May, 2014 By Order of the Board For Surya Marketing Limited Sd/- Sd/- Kailash Chand Upreti Ankit Modi Director Director Din.: 06782078 Din.: 02684835 12

CORPORATE GOVERNANCE 1. COMPANY S PHILOSOPHY ON THE CODE OF GOVERNANCE The Company s philosophy on Corporate Governance is to achieve business excellence, enhance long term values for its stakeholders, maintaining excellent relations across all levels and proper compliance with all applicable legal and regulatory requirements. 2. BOARD OF DIRECTORS Board Procedure: The Directors of the Company are informed about the Agenda of the Board Meetings and Committee Meetings, containing relevant information / supporting data, as required well in advance, to enable them to take informed decisions. Statutory Auditors are also requested to attend the Board or Committee meeting as and when required. Matters discussed at Board Meeting generally relate to Company s performance, approval of related-party transactions, general notice of interest of Directors, review of the meeting of Committees of the Board and compliance with their recommendation, suggestion, compliance of any regulatory, statutory or listing requirements, etc. Composition, Category of Directors and their other directorship as on 31 st March, 2014. Name of the Director Category of Directorship. of Directorship in other Public & Pvt. Ltd. Companies Kailash Chand Upreti Executive Director 3 Ankit Modi n-executive Director NIL Diwakar Joshi Independent Director 3 Virender Singh Rana Independent Director 3 Board Meetings & Attendance: During the year ended 31 st March, 2014, Sixteen (16) Board Meetings were held on 20 th May, 2013; 15 th July, 2013; 20 th July, 2013; 14 th August, 2013; 22 nd August, 2013; 24 th August, 2013; 29 th August, 2013; 04 th September, 2013; 14 th vember, 2013; 16 th vember, 2013; 19 th vember, 2013; 15 th December, 2013; 01 st January, 2014; 07 th January, 2014, 13 th January, 2014 and 13 th February, 2014 The details of directors and their attendance record at the Board Meeting held during the year under review are as follows: 13

Name Category. of Meetings Attended Mr. Parag Mittal # n Executive Director. of Membership In Boards of Other Companies Attendance of each Director At last AGM of membership committee in other Limited Companies* 9 4 Present 1 1 Chairmanship committee in other Limited Companies* Mr. Jai Kumar# Mr. Anurag Garg# n Executive Director n Executive Director 10 2 Present 2 2 8 11 Present Nil Nil Mr. Kailash Chand Upreti ** Executive Director 5 3 NA 2 2 Mr. Ankit Modi Mr. Diwaker Joshi** Mr. Virender Singh Rana** n Executive and n Independent Director n Executive and Independent Director n Executive and Independent Director 15 Nil Present Nil Nil 4 3 NA 2 2 3 3 NA 2 2 *Membership / Chairman of only Audit Committee and Shareholders / Investors Grievance Committee in Public limited companies have been considered. # Mr. Parag Mittal, Mr. Jai Kumar and Mr. Anurag Garg resigned on 20 th vember, 2013, 1 st January, 2014 and 15 th December, 2013 respectively. ** Mr. Kailash Chand Upreti, Mr. Diwaker Joshi and Mr. Virender Singh Rana joined the Board on 15th December, 2013, 1 st January, 2014 and 15 th December, 2013 respectively. 3. AUDIT COMMITTEE Terms of Reference: In terms of the provisions of Clause 49 of Listing Agreement, the Audit Committee has been formed which reviews reports and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company. Composition: The committee presently comprises following three (3) directors. Mr. Diwakar Joshi is the Chairman of the Audit Committee. The Company Secretary is the Secretary of our Audit Committee. 14

S.. Name of the Director Status Nature of Directorship 1. Diwakar Joshi Chairman Independent 2. Virendra Singh Rana Member Independent 3. Kailash Chand Upreti Member Whole-time Director Role of Audit Committee The terms of reference of the Audit Committee are given below: 1. To investigate any activity within its terms of reference. 2. To seek information from any employee. 3. To obtain outside legal or other professional advice. 4. To secure attendance of outsiders with relevant expertise, if it considers necessary. 5. 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. 6. 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. 7. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. 8. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: (a) (b) (c) (d) (e) (f) (g) Matters required to be included in the Directors Responsibility Statement to be included in the Board s report in terms of clause (2AA) of section 217 of the Companies Act, 1956 Changes, if any, in accounting policies and practices and reasons for the same Major accounting entries involving estimates based on the exercise of judgment by management Significant adjustments made in the financial statements arising out of audit findings Compliance with listing and other legal requirements relating to financial statements Disclosure of any related party transactions Qualifications in the draft audit report. 9. Reviewing, with the management, the quarterly financial statements before submission to the board for approval 15

10. 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. 11. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems. 12. 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. 13. Discussion with internal auditors any significant findings and follow up there on. 14. 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. 15. 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. 16. 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. 17. To review the functioning of the Whistle Blower mechanism, in case if the same is existing. 18. 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. 19. Carrying out any other function as mentioned in the terms of reference of the Audit Committee. 20. Mandatorily reviews the following information: (a) Management discussion and analysis of financial condition and results of operations; (b) Statement of significant related party transactions (as defined by the audit committee), submitted by management; (c) Management letters / letters of internal control weaknesses issued by the statutory auditors; (d) Internal audit reports relating to internal control weaknesses; and (e) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee 21. Review the Financial Statements of its Subsidiary company, if any. 22. Review the composition of the Board of Directors of its Subsidiary company, if any. 16

23. Review the use/application of funds raised through an issue (public issues, right issues, preferential issues etc) on a quarterly basis as a part of the quarterly declaration of financial results. Further, review on annual basis statements prepared by the Company for funds utilized for purposes other than those stated in the offer document. In addition, to carry out such other functions/powers as may be delegated by the Board to the Committee from time to time. COMPOSITION AND ATTENDANCE AT MEETINGS: During the year ended on 31 st March, 2014, the composition of Audit Committee and the attendance record of the members at the meeting were as follows: Name of the Member Designation of Meetings Attended Mr. Diwakar Joshi Chairman 1 Mr. Virender Singh Rana Member 1 Mr. Kailash Chand Upreti Member 1 3. SHAREHOLDERS / INVESTOR S GRIEVANCES COMMITTEE Your Company has constituted an Investors Grievance Committee to redress the complaints of the shareholders. The committee currently comprises of three (3) Directors. Mr. Diwakar Joshi is the Chairman of the Shareholders/ Investors Grievance Committee. S.. Name of the Director Status Nature of Directorship 1. Diwakar Joshi Chairman Independent 2. Virendra Singh Rana Member Independent 3. Ankit Modi Member n-executive & n Independent Role of Shareholders/Investors Grievance Committee The Shareholders / Investors Grievance Committee of our Board look into: The redressal of investors complaints viz. non-receipt of annual report, dividend payments etc. Matters related to share transfer, issue of duplicate share certificate, dematerializations. Also delegates powers to the executives of our Company to process transfers etc. The status on various complaints received / replied is reported to the Board of Directors as an Agenda item. 17

5. NAME, DESIGNATION AND ADDRESS OF THE COMPLIANCE OFFICER Ms. Rakhi Nagpal Company Secretary and Compliance Officer, Surya Marketing Limited House.4346, Ground Floor, Gali. 4C Ansari Road, Darya Ganj, New Delhi 110002 Tel: 91-11-3231 9242; Fax: 91-11-3231 9242 Email Id: suryamarket@yahoo.com STATUS OF COMPLAINTS RECEIVED, RESOLVED AND PENDING AS ON 31 ST MARCH, 2014 Number of Shareholders Complaints received during the year NIL Number of Shareholders Complaints resolved during the year NIL Number of Shareholders Complaints Pending at the end of the year NIL 6. GENERAL BODY MEETINGS The details of Annual General Meetings held during the last three years are as follows: YEAR DAY, DATE AND TIME VENUE SPECIAL RESOLUTION 2010-11 Friday, 30 th September, 2011, at 11.00 a.m. J-745 First Floor, Ganesh Nagar, Shakarpur Delhi - 110092 2011-12 Saturday,29 th September, 2012 at 2:30 p.m. U-202, 3 rd Floor, Vikas Marg, Shakarpur, New Delhi 110092 2012-13 Monday, 30 th September, 2012 at 11.00 a.m. U-202, 3 rd Floor, Vikas Marg, Shakarpur, New Delhi 110092 18

Special Resolution was passed during the last three Annual General Meeting of the Company and Special resolution was passed by Postal Ballot. 7. DISCLOSURES Related Party Transaction The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts. 7.1 Statutory Compliance, Penalties and Strictures The Company has complied with the requirements of the Stock Exchanges / SEBI / and Statutory Authorities to the extent applicable, and accordingly no penalties have been levied or strictures have been imposed on the Company on any matter related to capital markets during the last three years. 7.2 Whistle Blower Policy The Company has framed a Code of Conduct for Directors and Senior Management. At present, the Company does not have any formal Whistle Blower Policy. The Directors of the Company affirms that no personnel have been denied access to the Audit Committee. 7.4 Reconciliation of Share Capital Audit In line with the requirements stipulated by Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is carried out on a quarterly basis by a Practicing Company Secretary to confirm that the aggregate number of equity shares of the Company held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form tally with the total number of issued, paid-up, listed and admitted capital of the Company. 7.5 n-mandatory Requirements The Company does not comply with the non-mandatory requirements. 8. MEANS OF COMMUNICATION All material information about the company is promptly submitted to the Delhi Stock Exchange Ltd. where the Company s shares are listed and Quarterly, Half-Yearly and Annual Financial Results are being sent to the exchange for the information of the shareholders and published in the Newspapers. The financial results are also displayed on the Company s website i.e. www.suryamkt.com 9. GENERAL SHAREHOLDER INFORMATION Annual General Meeting 19

Date, time and Venue 16 th June, 2014 at 11.00 A.M. at the registered office of the Company at H.. 4346, Ground Floor, Gali. 4C, Ansari Road, Darya Ganj, New Delhi 110002 Financial year 1 st April, 2013 to 31 st March, 2014 Date of Book Closure 11 th June, 2014 to 13 th June, 2014 Stock Exchange Delhi Stock Exchange Limited Financial Calendar Tentative calendar of events for the financial year 2014-15 (April to March) is as under: Adoption of Quarterly Financial Results for: Results for the quarter ending June 30, 2014 : By 14th of August, 2014. Results for the quarter ending September 30, 2014: By 14th of vember, 2014. Results for the quarter ending December 31, 2014 : By 14th of February, 2015. Results for the quarter ending March 31, 2015 : By 30th of May, 2015 MARKET PRICE DATA Since the equity shares are listed on the Delhi Stock Exchange Limited, the market Price of the Company s equity shares are not available. 10. Listing at Stock Exchanges Stock Exchange The Equity Shares are listed on the Delhi Stock Exchange Limited and Listing fees as applicable has been paid to the Stock Exchange upto date. 11. REGISTRAR AND TRANSFER AGENT M/s Beetal Financials & Computer Services Pvt. Ltd Beetal House, 3rd Floor, 99 Maidangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi 110062 Tel: 011-29961281 Fax: 011-29961284 E-mail: beetal@rediffmail.com Website: www.beetalfinancial.com 12. SHARE TRANSFER SYSTEM Shares held in Physical form are processed by the Registrar and Share Transfer Agent in the prescribed manner and if the documents are complete in all respects, are transferred within the timeframe under the applicable provisions of law. 20

13. DISTRIBUTION OF SHAREHOLDING AS ON 31 ST MARCH, 2014 Share or Debenture holding of nominal value of Share holders Share Amount Rs. Rs. Number % to total In Rs. % to Total Upto 5000 432 67.61 426600 1.41 5001 10000 3 0.47 28000 0.09 10001 20000 1 0.16 16000 0.05 20001 30000 26 4.07 710000 2.35 30001 40000 2 0.31 70100 0.23 40001-50000 37 5.79 1850000 6.12 50001 100000 63 9.86 5940000 19.65 100001 and above 75 11.74 21189300 70.09 Total 639 100.00 30230000 100.00 14. BROAD SHAREHOLIDNG PATTERN AS ON 31 ST MARCH, 2014 PROMOTER AND PROMOTER GROUP NO OF SHAREHOLDER SHARES INDIAN INDIVIDUAL 3 8000 BODY CORPORATE 1 182930 TOTAL 4 190930 PUBLIC NO OF SHAREHOLDER SHARES BODY CORPORATE 1 320000 INDIVIDUALS 565 2153370 HINDU UNDIVIDED FAMILY 69 358700 TOTAL 635 2832070 GRAND TOTAL 639 3023000 15. DEMATERIALIZATION OF SHARES AND LIQUIDITY Your company has entered into Tripartite Agreement with both the depositories i.e. NSDL and CDSL and out of total 3023000 Equity Shares 1909400 equity shares are in Demat form. Date: 15 th May, 2014 Place: New Delhi By Order of the Board For Surya Marketing Limited Sd/- Kailash Chand Upreti Director (06782078) 21

DECLARATION As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, this is to confirm that all the Members of the Board have affirmed compliance with the Code of Conduct for the year ended 31 st March, 2014. By Order of the Board For Surya Marketing Limited Sd/- Kailash Chand Upreti Director Date: 15 th May, 2014 Place: New Delhi CEO / CFO CERTIFICATE I, Kailash Chand Upreti, Executive Director certify to the Board that: (a) I have reviewed financial statements and the cash flow statement for the year ended 31 st March, 2014 and that to the best of my knowledge and belief: (i) (ii) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; these statements together present a true and fair view of the Company s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations. (b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or volatile of the Company s Code of Conduct. (c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and I have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies. (d) I have indicated to the Auditors and the Audit Committee: (i) significant changes in internal control over financial reporting during the year; (ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (iii) there are no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company s internal control system over financial reporting. Sd/- Kailash Chand Upreti Director Date: 15/05/2014 Place: New Delhi 22

AUDITORS' CERTIFICATE REGARDING COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE TO THE MEMBERS SURYA MARKETING LIMITED We have examined the compliance of the conditions of Corporate Governance procedures implemented by SURYA MARKETING LIMITED for the year ended on March 31, 2014, as stipulated in Clause 49 of the Listing Agreement entered into with the Delhi Stock Exchange Limited. The Compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion of the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For Kumar Anoop & Company Chartered Accountants Sd/- Anoop Kumar {Prop.} M.:508958 FRN: 021412N Date: 15/05/2014 Place: New Delhi 23

MANAGEMENT DISCUSSION AND ANALYSIS REPORT FOR THE FINANCIAL YEAR 2013-2014 Business Analysis During the year under review, your Company has recorded a total income of Rs. 128.81 Lacs, against Rs. 14.50 Lacs in the previous year, with a total increase of Rs. 114.31 Lacs. Net Profit before Taxation for the financial year ended March 31, 2014 increased from Rs. 0.52 Lac to Rs. 3.17 Lac which is increase of Rs. 2.65 Lac from the previous year. Consequently, the Profit after Tax increased from Rs. 0.36 Lac to Rs. 2.17 Lac an increase of Rs. 1.8 Lac. Internal Control System and their adequacy The Company has proper internal control systems for the various functional areas. The check and control measure are effective and adequate. The detail of Financial Performance and operational performance is mentioned in the Directors Report. Cautionary Statement Management Discussion and Analysis Report detailing the company s objectives and expectation may have forward looking statement within the meaning of applicable securities law and regulations. Actual result may differ from those expressed or implied depending upon the government regulation, change in government policies, Tax implications, economic development within India and Overseas. Company s Outlook The company has taken various initiatives for increase of business, product portfolio. Presently, we are doing business in domestic market but we are exploring possibilities of export of our products to the western countries. Future Outlook Tremendous boom in Marketing industry is basically due to increase of consumption of household products. Due to significant increase in income levels, the consumption pattern has also changed. The life style of individuals is changing and they are preferring products under premium segment. Despite temporary setback for few months due to global meltdown, Indian economy had recovered faster than expected. The adverse impact of western financial meltdown is not acutely felt due to domestic industry and consumption. Your company has taken various initiatives for increase of business, product portfolio. Presently, We are doing business in domestic market but we are exploring possibilities of Marketing of other products to the western countries, where we had been doing 24

business about a decade ago. We are also exploring the possibilities of leasing out an industrial unit on enhance our productivity and launching of quality products in the market. Sd/- Kailash Chand Upreti Director By Order of the Board For Surya Marketing Limited Sd/- Ankit Modi Director Place: New Delhi Date: 15 th May, 2014 25

M/s Kumar Anoop & Co. Chartered Accountants Room - 220, 2nd Floor, D-355, Shri Laxmi House Vikas Marg Laxmi Nagar, New Delhi- 110092 INDEPENDENT AUDITOR S REPORT To, THE MEMBERS SURYA MARKETING LIMITED REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying financial statements of M/s SURYA MARKETING LIMITED ( the Company). Which comprise the balance sheet as at 31st March 2014, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. MANAGEMENT S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management is responsible for the preparation of these financial statements that give true and fair view of the financial position, financial performance and cash flows of the company in accordance with accounting standard referred to in sub section (3G) of section 211 of companies Act 1956 ( the Act ). This responsibility includes the design, implementation and maintenances of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. AUDITOR S RESPONSIBILITY Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the Institute of chartered accountant of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statement whether due to fraud or error. In making those risk assessments the auditor considers internal control relevant to the Company s 26

Preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION In our opinion, and to the best of our information and according to the explanation given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: In the case of balance sheet, the state of affairs of the company as at March 31, 2014, the case of statement of profit and loss of the profit for the year ended on that date, and In the case of the cash flow statement, of the cash flows of the company for the year ended on that date. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS As required by the companies (auditor s report) order, 2003 ( the Order ) issued by the Central government of India in terms of sub-section (4a) of section227 of the Act, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order. As required by the section 227(3) of the act, we report that : We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of the audit. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books. The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account. In our opinion, the balance sheet, statement of profit and loss, and the cash flow statement comply with the accounting standards referred to in sub-section (3C)of section 211 of companies act 1956. 27

On the basis of written representation received from the directors as on 31st March 2014, and taken on record by the board of directors, none of the directors is disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of Companies Act, 1956. For Kumar Anoop & Company Chartered Accountants Sd/- Anoop Kumar {Prop.} M.:508958 FRN: 021412N Date: 15/05/2014 Place: New Delhi 28

ANNEXURE TO THE AUDITOR S REPORT 1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. (b) According to the information and expiations given to us, the company has formulated a regular program me of verification by which all the assets of company shall be verified in a phased manner, which in my opinion, is reasonable having regard to the size of the company and nature of its assets. To the best of my knowledge, no material misstatement is noticed on verification conducted during the year as compared with the book records. (c) There was no disposal during the year of fixed assets. 2. (a) The company does not have any Inventories during the year, therefore clauses (b) and (c) are not applicable. 3. The company has not taken/granted any loans secured or unsecured from companies, firms or other parties listed in the register maintained u/s 301 of the companies act 1956 in terms of subsection (6) of the section 370 of the companies act, 1956 the provisions of the section are not applicable to a company on or after the commencement of the companies (amendment) act, 1999. 4. In respect of loans & advances, the company in the nature of advances given by the company, the parties are generally re-paying the principal amount as stipulated and have also been regular in paying of interest where applicable. 5. In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sales of goods. During the course of our audit, no major weakness has been noticed in the internal controls. 6. Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that there are no transactions that need to be entered into the registers management under section 301 of the Companies Act, 1956. 7. The company has not accepted any deposit from the public. Therefore the provisions of Section 58A, & 58AA of the Companies Act, 1956, and the Rules framed there under do not apply. 8. In our opinion, the company has an internal audit system commensurate with the size and nature of its business. 9. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the company. 10. (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations the provident funds Act and employees state 29

insurance Act is not applicable to the company, undisputed statutory dues in respect of income tax and other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities in India. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth-tax, sales tax, customs and excise duty were outstanding, as at 31st March, 2014 for a period of more than six months from the date they become payable. (c) According to the records of the company, there are no dues of sales tax, income tax, customs tax/ wealth tax, excise duty/ cess which have not been deposited on account of any dispute. 11. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures & other similar securities. 12. According to the information and explanation given to us the company has not given any guarantee for loan taken by other from banks or financial institutions. 13. According the information and explanation given to us and as shown by the records examined by us there were no dues payable to financial institutions or banks. 14. The company has not taken any term loan during the year. 15. In our opinion, the company is not a chit fund or a nidhi, mutual benefit fund or society therefore the provision of clause 4 (xiii) of the companies (Auditor s report) Order 2003 are not applicable to the company. 16. Based on the information and explanation given to us and on an overall examination of the books of accounts as on 31.03.2014, we report that no funds raised on short term basis have used for long- term investments by the company and vice versa. 17. Based on the audit procedure performed and the information and explanation given to us by the management we report that the company has not made any preferential allotment of shares during the year. 18. The company has no outstanding debentures during the period under audit. 19. As per the information and explanation given to us and on the basis of examination of records, no material fraud on or by the company was noticed or reported during the year. For Kumar Anoop & Company Chartered Accountants Sd/- Anoop Kumar {Prop.} M.:508958 FRN: 021412N Date: 15/05/2014 Place: New Delhi 30