DIRECTORS REPORT

To

The Members

Surya Industrial Corporation Limited Meerut

The Board of Directors of your Company has pleasure in presenting 28th Annual Report of the Company along with Audited Accounts and the Auditor's Report for the Accounting Year ended 31st March, 2015

2. OPERATIONS

The Company has earned profit after tax of Rs. 4,62,000/- during the current financial year as against Rs. (-)197,000/- earned during the previous financial year. Profit before tax is 4,62,000/- as compared to (-)155,000/- in previous year.

3. DIVIDEND

In view of accumulated losses, your directors regret their inability to declare the dividend to shareholders.

4. DEPOSITS

During the year under review, the company has not invited or accepted any Deposits from the public.

5. ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS DURING THE YEAR

The Company has allotted 78,65,000 Equity Shares of fully paid up equity shares of Rs. 10/- each at a price of Rs. 12.50/- each to non promoters on preferential basis for which shareholder's approval has been received at the Extra-Ordinary General Meeting held on October 09, 2014.

5. DIRECTORS

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

The Company has proper combination of Executive and Non Executive Director & Independent Directors on the Board as per the clause 49 of listing agreement and also fulfills the clause of appointment of women director on the board of the Company.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

During the year under review the following director due to preoccupation resigned from the Board of the company, Mr. Mukhtar Singh, Director of the Company resigned from the Board on 30/09/2014.

6. RETIRE BY ROTATION:

None of the Directors are liable to be retire by rotation this year as per the Article of Articles of the Company and Sub-Section 6 and 7 of Section 152 of Companies Act, 2013.

7. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

8. NUMBER OF MEETINGS OF THE BOARD

The Board met 8 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2015, the Board consists of 3 members. Out of which one is the Managing Director, two Independent Directors out of two independent directors one is independent Woman Director on the Board of the Company.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the in any remuneration will be paid to in future to the directors will be as per the terms laid out in the nomination and remuneration policy of the Company.

10. TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

11. COMMITTEES OF THE BOARD

Currently, the Board has five committees:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stake Holders Relationship Committee,

4. Share Transfer Committee,

5. Risk Management Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

13. INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

• holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

• is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of— > a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

14. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES  ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

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

3. The directors have taken proper and sufficient care towards 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.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively

15. AUDIT REPORT & ACCOUNTS

No qualification by the Auditor has been recommended.

16. PARTICULARS OF EMPLOYEE

Particulars of employees required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are - Nil

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company.

The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2014-15.

18. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) we state -

i) That in the preparation of the annual accounts the applicable accounting standards has been followed and there is no material departure:

ii) That your directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the accounting year and of the profit or loss of the company for that year;

iii) That your directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguard the assets of the company and for preventing and detecting fraud and other irregularities and

iv) That your directors had prepared the annual accounts on a going concern basis.

19. AUDITORS  STATUTORY AUDITORS

M/s. Agarwal Desai And Shah, Chartered Accountants(FRN: 124850W) are Propose to be appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

20. SECRETARIAL AUDITOR

Mr. Anand Khandelia, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report and part of the Board's report as "Annexure-1".

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

22. SUBSIDIARY COMPANIES

The Company does not have any subsidiary hence AOC-1 for details of Subsidiary Company information has not attached separately.

23. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.suryainduscorp.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

25. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

26. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

27. CORPORATE GOVERNANCE

As per the directions of SEBI, Bombay Stock Exchange Ltd., and the other Stock Exchanges where securities of the Company is listed accordingly the company has been adhering to the directions and guidelines as required.

The report on the code of corporate governance is annexed separately in this Annual report.

28. EXTRACT OF ANNUAL RETURNS

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return is annexed as "Annexure - 2".

1. The Paid up capital of the Company is Rs. 13,83,27,500/- consisting of 1,38,32,750 equity shares of face value of  Re.10/- each.

2. The Board of Directors of the company consists of 3 Directors namely Mr. Pratik kumar Mehta Managing Director, Ms. Bhavi Jitendra Sanghavi Independent Director, Mr. Naitikkumar Shah Independent Director  of the Company.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 11,11,358 equity shares of Rs.10/- each amounting to 9.01%.

5. There was no un-paid dividend during the year.

By order of the Board of Directors

For, Surya Industrial Corporation Limited

Sd/- Pratikkumar Sharadkumar Mehta

Managing Director

CIN : L15311UP1988PLC010285

Date: 14-08-2015

Place: Surat

Registered office: B-9, Industrial Estate, Partapur, Meerut, Uttar Pradesh - 250 103