Directors Report of Suraj Holdings Ltd.

Mar 31, 2013

TO THE MEMBERS OF SURAJ HOLDINGS LIMITED

The Directors have pleasure in submitting their 21* Annual report of the business and operation of your company together with the audited Statement of Accounts for the period ended 31 March 2013.

FINANCIAL RESULTS

Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Profit/(Loss) before Tax 675595 409592

Less: Current Tax Expense 223651 96201

Deferred Tax 25I27 40597

Profit/(Loss) after tax 477071 353988

Profit transferred to Statutory Reserve 119268 88497

Profit for the year 357803 265491

1)1 VI DEM)

our directors do not recommend any dividend for the year.

DEPOSITS

Your company has not accepted any deposit from public during the year under review.

FUTURE PROSPECTUS

Your company is engaged in the activities of securities, finance, investment & consultancy

Your directors are expecting a good yield in all these activities.

DIRECTORS

In accordance with the requirement of the Companies Act. 1956 and the Company''s Articles of Association. Mr. Manoj Kumar Goel and Mr. Roshan Singh Negi. Directors of the company retired by rotation at the ensuing Annual General Meeting and being eligible, otTer themselves for the reappointment. The Board recommends their reappointment as Director liable rctirini: by rotation.

A Briel resume, expertise and details of other directorships and committee memberships of these Directors seeking re-appointment as required under clause 49 of Listing Agreement has been given under the notice to the shareholders.

directors- responsibility statement

Pursuant to sub section 217 (2AA) of section 217 of the Companies Act 1956. the Board of Directors of the company hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, n) The directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of afTairs of the companv at the end of the profit or loss of the company for that period.

m) The directors had taken proper and sufficient care for the maintenance of adequate accounting control in accordance with the provisions of this Act for safeguarding asset of the Company and for preventing and detecting fraud and other irregularities.

n) The directors had prepared the annual accounts as a going concern basis.

AUDITORS

M/s Bhola Vijesh & Associates, Chartered Accountants. Statutory Auditors of the Compam retire and being eligible offers themselves for reappointment. Re-appointment, made, would be in accordance with Sec. 224 (1B) of the companies Act. 1956.

AUDITORS report

Auditors Report is self-explanatory and requires no comments.

PARTICULARS

No Employees was employed during the financial year who has been receipt of remuneration in excess of the him! hit down under section 217(2A) of the Companies Act. 1956.

Information pursuant to section 217( 1 Ke) of the Companies Act, 1956. read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988 are not applicable to the company with regards to conservation of energy and technology absorption.

CORPORATE governance report

The disclosures as required under the corporate Governance Reporting System have been furnished in the Annexure to the Directors Report under the head ''Corporate Governance

Report" and the company is complying with the various requirements under the new Corporate Governance Reporting System.

1. Board charter: Ihe Board of Directors has adopted a comprehensive charter, which sets out clear and transparent guidelines on matters relating to the composition of the Board, the scope and function of various Board committees etc.

2. Board Committees: The Board committees have been duly constituted and duly attended by the board members.

3. Prohibition ot Insider Trading Policies: The policy on insider trading have been duly circulated and prohibiting trading in the equity shares of the Company.

4. Code of ethics: The code of ethics have been duly followed by the employees and Board of the Company.

Other details like number of Board meetings held during the year, attendance of the directors, other committees etc have been duly given in the annexure to the Director''s Report.

human resources

The company values human resources as it is very vital to the growth of the Company. The Plans and Policies Iramed by the management from time to time are translated into reality by this asset only. Your Company continuous evolves policies and processes to attract managerial resources through friendly work environment that encourages initiatives by individuals and recognizes their performance.

ACKNOWLEDGEMENT

Your Directors would like to express their thanks to the financial institutions and Banks for their Co-operation and assistance from time to time. The Directors would also like to record appreciation to the members of staff and workers, who despite of constraints have been working hard for the company and are maintaining cordial relations.

Dated: August 26. 2013

Place: New Delhi By order of the Board of Directors

For Suraj Holdings Limited

Sd/- Sd/-

Sunil Kumar Garg Avlok Mittal

Director Director