surana ventures_im

SURANA VENTURES LIMITED INFORMATION MEMORANDUM

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SURANA VENTURES LIMITED (A Public Company incorporated as Surana Ventures Limited on November 8, 2006 under the

Companies Act, 1956) Registered Office

5th Floor, Surya Towers, Sardar Patel Road, Secunderabad - 500003 Phone: 040 – 27845119, 27841198 Fax: 040 – 27848851, 27818868

Website: www.suranaventures.com Contact person: Biswaranjan Subudhi, Company Secretary & Compliance Officer

Email: [email protected] INFORMATION MEMORANDUM FOR LISTING OF 24,603,300 EQUITY SHARES OF RS. 10/- EACH FULLY PAID UP BEING SHARES ISSUED PURSUANT TO THE SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND SURANA TELECOM AND POWER LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS.

GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the equity shares of Surana Ventures Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the shares of the Company. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF SURANA VENTURES LIMITED Surana Ventures Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company which is material, that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING The Equity Shares of the Surana Ventures Limited are proposed to be Listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has submitted this information of Memorandum with BSE and NSE and the same has been made

available on the Company’s website viz. www.suranaventures.com and on the website of BSE

viz. www.bseindia.com and on the website of NSE viz. www.nseindia.com .


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REGISTRAR AND SHARE TRANSFER AGENT:

KARVY COMPUTERSHARE PVT. LTD. Plot No. 17-24, Vittalrao Nagar Madhapur Hyderabad – 500 081 Tel 040-44655000;Fax : 040-23420814 Contact Person : Mr. P. A. Varghese, General Manager

E-mail: [email protected]


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TABLE OF CONTENTS

Sl. No Particulars Page No.

I DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS 4

II RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 8

III INDUSTRY AND BUSINESS OVERVIEW 13

IV CAPITAL STRUCTURE – SHARE CAPITAL 25

V OBJECTS AND RATIONALE OF THE SCHEME 34

VI SALIENT FEATURES OF THE SCHEME PERTAINING TO DEMERGER OF SOLAR BUSINESS

36

VII STATEMENT OF POSSIBLE TAX BENEFITS 41

VIII COMPANY HISTORY & MANAGEMENT – ABOUT SURANA VENTURES LIMITED

48

IX-A MANAGEMENT 50

IX-B FINANCIAL STATEMENTS – SURANA VENTURES LIMITED 57

X PROMOTER AND GROUP COMPANIES 80

XI DIVIDEND POLICY 137

XII DETAILS & FINANCIAL HIGHLIGHTS OF COMPANIES UNDER SAME MANAGEMENT

138

XIII MANAGEMENT DISCUSSION AND ANALYSIS 152

XIV OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS

154

XV GOVERNMENT APPROVALS 165

XVI ARTICLES OF ASSOCIATION 166

XVII DOCUMENTS FOR INSPECTION 180

XVIII DECLARATION 181


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I. DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS Act The Companies Act, 1956 as amended from time to time Articles / AOA Articles of Association of Surana Ventures Limited Appointed Date / Demerger Appointed Date

Opening of business on 1st October 2009

Bankers to the Company Bankers of Surana Ventures Limited Board Board of Directors of Surana Ventures Limited BSE Bombay Stock Exchange Limited CDSL Central Depository Services (India ) Limited Demerged Company Surana Telecom and Power Limited having registered office at 5th

Floor, Surya Towers, S P Road, Secunderabad – 500 003. Demerged Undertaking Solar Undertaking of Surana Telecom and Power Limited Demerger Transfer by way of demerger of the Demerged Undertaking of the

Demerged Company to the Resulting Company, and the consequent issue of equity shares of the Resulting Company to the shareholders of the Demerged Company as set out in the Scheme

Depositories Act The Depositories Act, 1996 as amended from time to time Depository

Depository registered with SEBI under the SEBI (Depositories & Participants) Regulations, 1996 as amended from time to time

Directors Directors on the Board of Surana Ventures Limited DP Depository Participant Equity Shares Fully paid-up Equity shares of Rs.10/- each of Surana Ventures Ltd Equity Shareholders Equity shareholders of Surana Ventures Limited Effective date 28 July, 2010, being the date of coming into effect of the Scheme GBI Generation Based Incentive Information Memorandum

This Information Memorandum

IREDA Indian Renewable Energy Development Agency Limited ISA India Semiconductors Association JNNSM Jawaharlal Nehru National Solar Mission KWh Kilo Watt Hour MCA Ministry of Corporate Affairs. MOA Memorandum of Association of Surana Ventures Limited NA Not Applicable NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited MNRE Ministry of New and Renewable Energy MW Mega Watt PPA Purchase Power Agreement Promoters G.M. Surana, Narender Surana, Devendra Surana, Manish Surana,

Sunita Surana, Namrata Surana and S.Balasubramanian Promoter Group Bhagyanagar India Limited, Surana Telecom and Power Limited,

Surana Infocom Private Limited, Chand kanwar, Vinita Surana, Rahul Surana, Nivriti Surana, Sresha Surana, Mitali Surana and Advait Surana

PV Photovoltaics Record Date 19th August 2010, being the date fixed by the Board of Directors of

Surana Telecom and Power Limited pursuant to Clause 3.24 of the


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Scheme. Registrar and Share Transfer Agent / Registrars / Karvy Computershare

Karvy Computershare Private Limited, 17-24 Vittalrao Nagar, Madhapur, Hyderabad, 800 081

RLP Renewable Lighting Program RoC, Registrar of Companies

Registrar of Companies, Andhra Pradesh

STPL Demerged Company/Surana Telecom and Power Limited Surana Ventures Limited / Company / Resulting Company / SVL

Surana Ventures Limited having registered office at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003.

Scheme / Scheme of Arrangement

Scheme of Arrangement between Surana Telecom and Power Limited and Surana Ventures Limited and their respective shareholders and creditors for demerger of the Solar Undertaking of Surana Telecom and Power Limited in favour of Surana Ventures Limited and other conditions as set out in the Section titled “Salient Features Of The Scheme Pertaining To Demerger Of Solar Business”. Aforesaid Scheme was approved by the Hon’ble High Court of Andhra Pradesh, Hyderabad on June 28, 2010. The Andhra Pradesh High Court order was filed with the Registrar of Companies, Andhra Pradesh on July 28, 2010. The Scheme became effective from July 28, 2010 after obtaining all statutory approvals as envisaged in the Scheme.

SCRR

Securities Contract Regulation (Rules),1957

SEBI

Securities and Exchange Board of India.

SEBI Act

Securities and Exchange Board of India Act, 1992.

SEBI Regulations

Extant Regulations issued by SEBI, constituted under the SEBI Act (as amended), called Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, including instructions and clarifications issued by SEBI from time to time.

SNA State Nodal Agency Stock Exchanges

The BSE and the NSE.

In the Information Memorandum all reference to ‘Rs’ refer to Rupees, the lawful currency of India, reference to one gender also refers to all other genders and the word ‘Lakh’ or ’Lac’ means ‘one hundred thousand’ and the word ‘million’ means ‘ten lacs’ and the word ‘crore’ means ‘ten million’.


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Certain Conventions; Use of Market Data Unless stated otherwise, the financial data in this Information Memorandum is derived from our financial statements. The fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year are to the twelve month 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. All references to “India” contained in this Information Memorandum are to the Republic of India. All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. For additional definitions, please see the section titled “Definitions, Abbreviations and Industry Related Terms” of this Information Memorandum. Unless stated otherwise, industry data used throughout this Information Memorandum has been obtained from the published data and industry publications. The information included in this Information Memorandum about various other companies is based on their respective Annual Reports and information made available by the respective companies.


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Forward-Looking Statements We have included statements in this Information Memorandum which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to: • General economic and business conditions in India and other countries; • Regulatory changes and our ability to respond to them; • Our ability to successfully implement our strategy, our growth and expansion plans; • Technological changes; • Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.

For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors” of this Information Memorandum. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. We do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not materialize.


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II. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF Introduction: This is only a summary. Investors should read the following summary with the Risk Factors mentioned and the more detailed information about us and our financial statements included elsewhere in this Information Memorandum. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implication of any of the risks described in this section. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk over another. INTERNAL RISK FACTORS: Risks Relating to Our Business 1. Our business may be affected by certain disruptions Industrial disruptions, work stoppages, labour disputes, refurbishments can result in production losses, which may adversely affect our profitability. Production may fall below historic or estimated levels as a result of these causes. 2. Our business depends on the continuing employment of the management team, and skilled personnel and our ability to retain and attract talented personnel We are dependent on our management team. Our ability to meet future business challenges depends on their continuation and our ability to attract, recruit and retain talented and skilled personnel. We face competition in recruiting and retaining skilled and professionally qualified staff. The loss of key personnel or any inability to manage the attrition levels in different employee categories may materially and adversely impact our business, our ability to grow and our control over various business functions. 3. Constraints in the supply chain Our Supply Chain stretches from Vendors to Final Customers. Any constraints in the supply chain encompassing the process from vendors to the final customers via manufacturing involving amongst others the vendors and the dealers can have a serious impact on the performance of the Company 4. Market for supply of Solar Photovoltaic Modules: The Company is mainly in the Domestic Market for supply of Solar Photovoltaic Modules. The Company also entered into export market which is risky since sudden fall in demand globally means underutilization of capacity and also the Solar Photovoltaic cells is in shortage internationally due to sudden surge in demand, which may affect the margins of the company.


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5. Risk of Technology Obsolescence Solar Photovolataic Technology has been working for a little over ten years in USA and since 2003 in India and global majors have been putting significant effort in the continuous improvement and updation of the technology. Changes in technology may render Company’s current plant & equipments obsolete or require it to make substantial capital investments for latest technologies. 6. Change in Regulatory Policies Solar Photovoltaic growth prospects are highly dependent on Government Policies. Any change in the regulatory authority policies may have an adverse impact on the business and consequently will have a negative impact on the sales & profitability of the Company. 7. Risk of Cost and Time Overrun Company’s plans expansion in the Solar Photo Voltaic Module Plant capacity from 60 MW to an additional 15 MW fully automated module manufacturing line from Europe. Expansion plans having not been appraised by any financial institution are subject to number of contingencies, changes in laws and regulations, government actions, accidents, natural calamities, terrorist activity and other factors, many of which may be beyond company’s control. 8. The business and future results of operations of the Company may be adversely affected if it is not able to implement the expansion of its manufacturing capacity. The Company’s expansion plans involve risks and difficulties, many of which are beyond its control and accordingly there can be no assurance that the Company will be able to complete its plans on schedule or without incurring additional expenditures or at all. The Company’s success will depend on, among other things, its ability to assess potential markets, time its capital investments, control input costs, attract new customers in India and maintain and enhance its position with its current customers in India, maintain sufficient operational and financial controls and successfully integrate the new facilities with the existing facilities. There can be no assurance that the Company’s expansion plans will result in it achieving the production levels that it expects to, or that it will be able to, achieve the targeted return on investment on the expansion plans. 9. The Company’s future results of operations may be adversely affected if it is unable to implement its growth strategies successfully. The operations of the Company depend upon continued and uninterrupted supply of power and raw materials such as Glass, backsheet, cells, aluminium etc the supply and cost of which can be subject to significant variation due to factors beyond the control of the Company. The Company is dependent on various domestic / foreign suppliers for the supply of raw materials. If the Company is not able to obtain adequate supplies of raw materials in a timely manner or on acceptable commercial terms, or if there are significant increases in the cost of these supplies, the business and future results of operations of the Company may be materially and adversely impacted. 10. We may not have adequate insurance to cover any and all losses incurred in our business operations. Our business operations have the potential to cause personal injury and loss of life, damage to or destruction of property, plant and equipment and damage to the environment, and are subject to


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risks such as fire, theft, flood, earthquakes and terrorism. Even though proper care has been taken to cover the risks adequately there may be some unforeseen claims which may not have been insured. 11. Company’s Business is weather dependent The solar business is weather dependent and intermittent, requiring storage or back-up systems to supplement during times of weak generation. Therefore bad weather may disrupt the Company business and results of operations. EXTERNAL RISK FACTORS 12. Globally competitive environment The Company operates in a globally competitive business environment. Growing competition may force it to reduce the price of its products which may reduce its revenues and margins and/ or decrease its market share, either of which could have a materially adverse effect on its business, financial condition and results of operations. 13. Disruption of utility services Any disruption in the supply of power could disrupt the company’s business process or subject it to additional costs. 14. Stability of policies & political situation Infrastructure growth prospects are highly dependent on Government policies. A significant change in India’s economic liberalization and deregulation policies could affect the business and economic conditions in India, which in turn could have an impact on the Indian companies with a concurrent effect on the market for the Company’s products and services. 15. Legal and Compliance Risk We are subject to extensive regulation by SEBI, Stock Exchanges, RBI and other market regulators in India. New laws/rules and changes in any law and application of current laws/rules could affect the manner of operations and profitability. 16. Sensitivity to economy and extraneous factors The Company’s performance is highly correlated with the economy. The macro economic variables such as consumer spending, unemployment levels affect the business performance of the company. Any adverse development on economic front may affect the profitability of the Company. Particularly; adverse impact of slowdown of global economies on the Indian Economy may in turn affect the performance of the Company. Similarly, the foreign exchange rate fluctuations may have an adverse impact on the profitability of the Company. 17. Terrorist attacks and other acts of violence Terrorist attacks and other acts of violence or war may adversely affect Indian and worldwide financial markets. These acts may result in loss of business confidence and have other consequences that could adversely affect our business, results of operations and financial


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condition. Increased volatility in the financial markets can have an adverse impact on the economies of India and other countries, including economic recession. 18. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer.- India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past few years. The extent and severity of these natural disasters determines their impact on the Indian economy. Prolonged spells of below normal rainfall or other natural calamities could have a negative impact on the Indian economy, adversely affecting our business. RISKS RELATING TO THE INVESTMENT IN OUR EQUITY SHARES: 19. Our Equity Shares may experience price and volume fluctuations or an active trading market for our Equity Shares may not develop. The price of the Equity Shares may fluctuate as a result of several factors, including volatility in the Indian and global securities markets, the results of our operations, the performance of our competitors, developments in the solar industry and changing perceptions in the market about investments in the solar industry, adverse media reports on us or the solar industry, changes in the estimates of our performance or recommendations by financial analysts, significant developments in India’s economic liberalisation and deregulation policies, and significant developments in India’s fiscal regulations. There has been no recent public market for the Equity Shares prior to the listing of the Equity Shares and an active trading market for the Equity Shares may not develop or be sustained after the listing of Equity Shares. Further, the price at which the Equity Shares are initially traded may not correspond to the prices at which the Equity Shares will trade in the market subsequent to the listing of Equity Shares. 20. Any future issuance of Equity Shares may dilute prospective investors’ shareholding and sales of our Equity Shares by major shareholders may adversely affect the trading price of the Equity Shares. Any future equity issuances by us, may lead to the dilution of investors’ shareholdings in our Company. Any future equity issuances by us or sales of our Equity Shares by major shareholders may adversely affect the trading price of the Equity Shares. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of our Equity Shares.


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21. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares. The Indian securities markets are smaller than securities markets in more developed economies. Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. These exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the market price and liquidity of the Equity Shares could be adversely affected. 22. There may be restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time. Upon listing and trading of the Equity Shares, we may be subject to a daily circuit breaker imposed by all stock exchanges in India, which may not allow transactions beyond certain volatility in the price of the Equity Shares. This circuit breaker operates independently of the index based market wide circuit breakers generally imposed by SEBI on Indian stock exchanges. The percentage limit on our circuit breaker may be set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchanges may not inform us of the percentage limit of the circuit breaker from time to time, and may change it without our knowledge. This circuit breaker effectively limits the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the ability of shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity Shares.


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III. INDUSTRY AND BUSINESS OVERVIEW

SUMMARY You should read the following summary together with the risk factors and the more detailed information about us and our financial results included elsewhere in this Information Memorandum. The information presented in this section has been extracted from publicly available documents and industry publications. INDUSTRY OVERVIEW Global scenario of solar PV industry With the continued volatility of oil prices and the fact that the average citizen has become more

aware of their environment, there has been a strong push for the development of renewable energy. The push for clean energy will benefit solar companies as demand increases for solar and other renewable. The need for companies to appear eco-friendly has resulted in large scale ad

campaigns from energy giants like BP and General Electric, highlighting their investments in

renewable sources of energy. Not only are the energy giants investing more in renewable energy, but the rising cost of natural gas and oil have forced electric prices higher and made “eco-friendly” energy sources such as solar, an economic alternative. Demand for solar energy has grown at 30% per annum over the past 15 years. In 2009, photovoltaic (PV) installations grew by 20 percent, compared to 2008, with over 7.3GW of PV installations globally. Revenues in 2009 for the PV industry also increased, reaching $38.5 billion. With the expansion of the industry and increased investment, PV solar energy has made great strides in the last five years as panels have become more efficient and costs of production have decreased. According to the Department of Energy’s Solar America Initiative, they hope that with continued research and more companies entering the market, PV solar power will become a competitive source of commercial electricity by 2015. PV prices have declined by 4% per annum over the past fifteen years, due to improved conversion efficiencies and declines in manufacturing costs For investors in solar, the holy grail is using solar power for on-grid electricity generation i.e.,

solar as a replacement for the coal, natural gas, and nuclear energy that typically provide electricity in the developed world. While other applications of solar energy, especially off-grid electricity application (e.g., for remote residential consumers or industrial consumers) or for consumer electronics, have been cost competitive for many years, only recently have the economics of on-grid solar energy become attractive enough to warrant commercial consideration.


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Graphical presentation of PV Module demand in MW across the globe.

The appeal of solar energy is obvious. It is a virtually limitless resource. It's free of greenhouse gas

emissions, widely thought to contribute to global climate change. In developed countries using lots of air conditioners, it generates more electricity exactly when you need it-- at times of peak electricity usage (e.g, you run your air conditioners more during the hottest, sunniest days of the summer time). Once installed, solar systems can function for 30 or more years with little maintenance or oversight. Solar comes with limitations, however, most notably the poor efficiency of PV modules, which is further reduced by the need to convert DC from solar cells into AC current. Moreover, solar is weather dependent and intermittent, requiring storage or back-up systems to supplement during times of weak generation. Historically, and for the foreseeable future, solar power represents a tiny fraction of total global electricity generation and energy demand (less than 1%). However, growth has been rapid, and governments around the world have also encouraged solar energy through tax incentives. In 2009 Europe accounted for 5.60GW, 77% of global demand. German, Italy and the Czech Republic accounted for 4.07 GW as a group. Germany is the largest market in the world, followed by Italy. However Germany is in the process of cutting back tax incentives on solar energy. In June of 2008, Germany approved a law cutting its solar subsidies by 10%. Further, under the law subsidies will fall another 8%-10% each year for the next three years


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Graphical presentation of Solar PV Existing Capacity, Top six Countries, 2009

The capacity in India is currently estimated in excess of about 400 MW for cells and about 1,000 MW for modules. Based on the interactions with the industry, the capacity of PV cells and modules in India is estimated to cross 750 MW and 1250 MW by the end of year 2010. The production in India for year 2008-09 is estimated at 175 MW of cells and 240 MW of modules. A large proportion of the production was exported. Relevance of solar PV in India Solar Photovoltaic is a key technology option to realize the shift to a decarbonizes energy supply and is projected to emerge as an attractive alternate electricity source in the future. The solar PV manufacturing base in India comprises primarily of cell and module manufacturing; with the bulk of the value addition-taking place outside the country. The current scale of manufacturing in India is small in comparison to global standards. The capacity in India is currently estimated in excess of about 400 MW for cells and about 1,000 MW for modules. Based on the interactions with the industry, the capacity of PV cells and modules in India is estimated to cross 750 MW and 1250 MW by the end of year 2010. The production in India for year 2008-09 is estimated at 175 MW of cells and 240 MW of modules. A large proportion of the production was exported. Solar energy is an important mitigating technology in the context of the climate change threat. The Jawaharlal Nehru National Solar Mission is an important component of the National Action Plan on Climate Change. India has a cumulative power generation capacity of 152 GW and faces a deficit of 11% in overall demand and 12% in peak demand. With an expanding economy, the demand for power is growing at about 6% every year and the peak load is expected to reach 176 GW by 2012 and cross 778 GW by 2031-32.


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The Indian power sector is highly dependent on coal as fuel 53.6% of the total installed capacity is based on coal based generation. With the current scenario, coal consumption for power sector is likely to reach the level of 173 million MT by 2012. As per the Ministry of Coal, the existing coal reserves estimates will last for another 40-45 years. Renewable Energy (RE) initiatives began in India in the year 1981. At present, RE power generation capacity is 13,242 MW, accounting for about 8.7% of India’s installed generation capacity of 152 GW. Wind power (10.5 GW) accounts for a major part of the renewable energy capacity in India. Considering the localized potential for wind energy, solar energy is one of the best solutions to meet India’s demand for low cost, off grid solutions in the short to medium term. Considering the life of solar modules of 25 years and the reducing cost of solar panels, solar energy would be competitive for grid connected installations in the long term. As of December 2009, the total grid connected solar PV power generation capacity was about 6 MW.

Government of India initiatives to promote solar PV There have been several initiatives from the Government of India to promote solar PV applications. In 2006, the National Rural Electrification Policy was announced, which focused on providing a minimum ‘lifeline’ level of consumption of 1 unit (KWh) per household per day. The villages, where grid connectivity was not economically feasible, were awarded to MNRE for electrification, using renewable energy sources. MNRE framed various policies for different technologies for this purpose, but solar lighting system emerged as the best possible solution to be adopted by State Nodal Agencies (SNAs). Currently, solar lighting system is finding applications in most of the cases and the program has been renamed Remote Lighting Program (RLP). Under this program, the Government is offering capital subsidy up to 90% on solar PV appliances in rural areas. The project is monitored by the respective states and in a state, is implemented by various financial institutions, including microfinance institutions. Due to its high cost, solar PV based power plants are not financially viable at the existing per unit cost of conventional power. To promote solar PV plants, countries like Germany and Spain, have policies in place to incentivize the power producers. There were no such policies in India until December 2007, and all the solar projects were either off-grid or with Government agencies. Private participation was non-existent. To promote large capacity grid connected solar PV plants, MNRE initiated the Generation Based Incentive (GBI) scheme in early 2008, implemented through IREDA. The scheme offered GBI up to Rs 12 per KWh for plants with an installed capacity of more than 1 MW, over and above the tariff to be paid by the State Power Utility. The scheme was limited to 10 MW per state and 5 MW per developer The Government also focused on creating opportunities and attracting investment for the production of solar PV cells and modules in India. The Semiconductor Policy announced in 2007 offered capital subsidy to attract investment in solar PV technology. According to the latest update, the Government has received 15 applications, of which 12 have received in-principle approval. Further, 5 proposals have received financial closure exceeding threshold investment of Rs 1,000 Cr. As per the industry estimates, these 5 projects are likely to build 8,000 MT capacity for polysilicon and 5 GW capacity for cells and modules. In February 2009, MNRE announced a scheme on ‘Development of Solar Cities’ to promote the usage of Renewable Energy in urban areas by providing support to Municipal Corporations for the preparation and implementation of a road map to develop their cities as Solar Cities. An indicative


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target of 60 cities/towns, with at least one in each State, has been set for the 11th Plan period (2007-2012). In a major development under this scheme, the Government of Andhra Pradesh has recently (December 2009) announced the development of a solar farm cluster called Solar City on a 10,000 acre land at Kadiri in Anantapur district. Solar City is expected to attract investments worth Rs. 3,000 Cr in the first phase. Four firms - Sunborne, Lanco Solar, AES Solar and Titan Energy - have signed a Memorandum of Understanding with the state to set up establishment in Solar City. These companies will be the anchor units in Solar City and have a proposed combined capacity of 2,000 MW. A major initiative from the Government to promote solar power in India is the launch of JNNSM. Prior to JNNSM, for solar PV, the focus of the Government was primarily on reaching rural India. SOLAR ENERGY BENEFITS Solar power has several advantages over both conventional and other forms of renewable energy. Economical Benefits:

1. The energy from the sun is practically free, after the initial investment has been recovered 2. Solar energy reduces our dependence on foreign or centralized conventional source of

energy Solar energy supports local jobs and creates wealth, which elevates local economies Environmentally Friendly:

1. Solar energy is clean, quiet, renewable and sustainable unlike other conventional energy sources such as gas, oil, and coal

2. Solar energy does not contribute to global warming, acid rain, or smog, on the contrary, it helps to lower harmful green house gas emissions

Independent/Semi-Independent:

1. Solar energy reduces our dependence on foreign or centralized sources of energy 2. Solar energy can reduce your electric bill, and also supply your property with electricity in

the event of a power outage 3. Solar energy systems can operate entirely independent from a power or gas grid; therefore

systems can be installed in remote location Low or no Maintenance:

1. Solar energy systems are virtually maintenance free and will last at least 25 years 2. System sizes can be increased in the future as your electricity needs grow 3. Systems operate silently, and have no moving parts

Strengths & challenges of the Indian solar PV market: • Even though the industry operates at a smaller scale as compared to other solar PV producing nations, production in India is very cost effective as compared to global standards. The price competitiveness of Indian industry makes it a preferred vendor for end users in countries like Germany and Spain.


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• With Government initiatives in place to support and develop infrastructure for solar PV production (refer to SIPS scheme) and JNNSM to promote application of solar PV in domestic market, the Indian solar PV industry is likely to gain further edge over other solar PV producing nations. • There is no manufacturing base in India for the basic raw material – silicon wafers. The industry hence relies on international markets to source the raw material. • The silicon market has been highly fluctuating in the past, leading to imbalance in demand supply equation, fluctuating prices and availability of raw material. Currently, the silicon production capacity is much higher than the demand and prices are at significantly low levels compared to the scenario a year back. In the past, some of the solar PV firms have entered into rate contracts with silicon wafer suppliers to ensure availability. With a sudden reduction in prices, the contracts now prove to be a loss-making proposition for these firms. • Over the last 5 years, China has emerged as the largest producer of solar cells in the world. The country currently has about 2,500 MW of production capacity for solar PV as compared to India’s 400 MW. Apart from that, Taiwan, with annual capacity of 800 MW, is also emerging as a major threat to the Indian industry. • Price reduction is another major challenge for the industry as this would have greatly impact the future growth of the market. Emerging trends • Solar PV applications in India have followed a different trend from global practices. While globally, there has been higher focus on grid-connected applications, the Indian PV market has predominately focused on off-grid applications. • JNNSM is a welcome step from the Government, to accelerate growth of the Indian PV industry. The policy addresses all the major issues currently being faced by the industry and acknowledges key challenges in achieving the Mission objective. Grid connected solar power generation is a key thrust area of the JNNSM. • The proposal to extend PPA duration to 25 years will improve the financial feasibility for power developers. JNNSM is technology neutral and defines a research & development roadmap to develop indigenous strengths in technology and reducing the dependence on international markets. The JNNSM also addresses issues of manpower development for the industry. ISA expected that the above initiatives would promote the domestic solar PV industry. BUSINESS OVERVIEW The Company was incorporated on November 8, 2006 and was engaged in the business of manufacture of Solar Energy Systems with the focus on Solar Photovoltaic PV Modules. The Company in the year 2007 became a Joint Venture Company of M/s Bhagyanagar India Limited and M/s Surana Telecom and Power Limited with 49% shareholding each and the remaining 2% was held by promoter group. During the year 2009-10, the Company entered into Scheme of Arrangement with M/s Surana Telecom and Power Limited according to which the ‘Solar Division’ was merged into the Company.


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The Hon’ble High Court of Andhra Pradesh, Hyderabad have approved the Scheme of Arrangement between the Company and M/s Surana Telecom and Power Limited and their respective shareholders and creditors for demerger of the Solar Business of M/s Surana Telecom and Power Limited in favour of Surana Ventures Limited. In accordance with the Scheme, the entire Solar Business of M/s Surana Telecom and Power Limited stands transferred to and vested with Surana Ventures Limited pursuant to Sections 391 to 394 of the Act. The Company manufactures Solar Energy Systems with the focus on Solar Photovoltaic PV Modules. It provides high quality Solar PV Modules with the best price performance ration in the Indian market. On top of that the Company has flexible manufacturing facility to produce according to the customer’s need. The Company has manufacturing units at Fabcity, SEZ , Hyderabad and Cherlapally, Hyderabad. The manufacturing unit at Cherlapally has installed capacity of 40 MW and the manufacturing unit at Fabcity, has installed capacity of 20 MW for manufacture of ‘Solar Photovoltaic Modules”. The Company has finalised the setting up of Cell manufacturing plant at Fabcity, SEZ which is expected to be commissioned by June’2011. The Company uses high-quality Solar Cells and has ISO 9001 certified production line which produce Solar PV Modules of outstanding quality to fulfill the requirements of IEC 61215, certified by Euro Test and TUV. The Company sells its products in both domestic as well as oversea market. The Company has a PAN India presence. Installed Capacity Vs. Production (MW) A. Capacity and Production 2009-10

Particulars Unit Installed Capacity

Production

Solar Modules MW 40 2.551 Solar Lights Sets 5000 - Power Pacs Sets 5000 - LED Lights Sets 10000 - B. Turnover 2009-10

Particulars Unit Quantity Value in Lakhs

Solar Modules MW 2.550 2093.91 Solar Cells Nos. 1727608 903.87

Our strengths and competitive advantages:

1. Promoters with rich experience of about 30 years to run industry successfully 2. Acquisition of land at subsidized cost in SEZ, Fabcity, Hyderabad 3. Benefits of SEZ 4. Liquidity of the Company resulting in low finance cost


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Range and quality of products: Our Solar Products are sold under the brand ‘Surana Ventures’ in the domestic market. The company has system-driven processes for manufacturing products and operations, following quality process at every stage to ensure delivery of high quality products and services. The Company is manufacturing / assembling the following solar products:

• Solar Photovoltaic Modules • Solar Street Light • Solar Lantern • Solar Emergency Light • Solar Charge Controllers • Solar Home Lighting

Extensive marketing and distribution network: The incoming raw material and the finished products are subjected to strict quality control. The proven design coupled with our strict quality control ensures trouble free operation. We have well qualified, trained engineers and technicians to manufacture and install Solar Photovoltaic system. In view of the quality products manufactured by us, we are able to get continuous orders from our overseas clients. At present we are exporting our products to Germany, Spain, Italy, Nairobi and Kenya. Experience and Technical Know-how: The Solar Street Light, Solar Charge Controller, Solar Home Lighting were developed in accordance with MNRE specification. We are an approved supplier to MNRE and IT Departments of Government of India. We also have IEC 61215 approval from Euro Test, Italy. We are also in the process of registering with other nodal agencies as an approved supplier of the above products. Our strategy: We are continuously working towards growing our domestic market share and consolidating our position in the Indian Solar industry. To target customers aiming for setting up Solar Power Stations for Grid connectivity and to explore and increase the market share in export.


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SURANA VENTURES LIMITED (A Public Company incorporated as Surana Ventures Limited on November 8, 2006 under the Companies Act, 1956) Registered Office 5th Floor, Surya Towers, Sardar Patel Road, Secunderabad - 500003 Phone: 040 – 27845119, 27841198 Fax: 040 – 27848851, 27818868

Website: www.surana.com, www.suranaventures.com Contact person: Biswaranjan Subudhi, Company Secretary & Compliance Officer

Email: [email protected] The Company was incorporated as Surana Ventures Limited on November 8, 2006 under the Companies Act, 1956 under CIN No. U45200AP2006PLC051566 and obtained the certificate of commencement of business on 13th November 2006. Board as on the date of filing of the Information Memorandum:

Sl No. Name Designation 1 G M SURANA CHAIRMAN 2 NARENDER SURANA MANAGING DIRECTOR 3 DEVENDRA SURANA DIRECTOR 4 O SWAMINATHA REDDY DIRECTOR 5 R SURENDER REDDY DIRECTOR 6 S R VIJAYAKAR DIRECTOR 7 DR. R. N. SREENATH DIRECTOR 8 MANISH SURANA EXECUTIVE DIRECTOR Authority for listing: The Hon’ble High Court of Andhra Pradesh, vide its order dated June 28, 2010 has approved the Scheme of Arrangement between M/s Surana Ventures Limited and M/s Surana Telecom and Power Limited and their respective shareholders and creditors, for De-merger of Solar undertaking of Surana Telecom and Power Limited in favour of Surana Ventures Limited. In accordance with the Scheme, entire Solar Undertaking of Surana Telecom and Power Limited shall stand transferred to and vested with the Company w.e.f. October 1, 2010 (the appointed date under the Scheme) pursuant to Section 391 to 394 of the Companies Act, 1956. In accordance with the said scheme, the Equity shares of the Company to be issued to the equity shareholders of M/s Surana Telecom and Power Limited pursuant to the Scheme as well as its shares shall be listed and admitted to trading on Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE). Such listing and admission for trading is not automatic and will be subject to fulfillment by the Company of listing criteria of BSE and NSE for such issues and also subject to such other terms and conditions as may be prescribed by BSE and NSE at the time of the application by the Company seeking listing. Eligibility Criterion The Company has submitted its Information Memorandum, containing information about itself, making disclosure in line with the disclosure requirement for public issues, as applicable to BSE and NSE for making the said Information Memorandum available to public through their websites


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viz. www.bseindia.com and www.nseindia.com. The Company has made the said Information

Memorandum available on its website viz. www.surana.com and www.suranaventures.com. 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. General Disclaimer from the Company The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or in the advertisements to be published in terms of SEBI circular no. SEBI/CFD/SCRR/01/2009/03/09 dated September 3, 2009 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. Disclaimer - BSE As required, a copy of this Information Memorandum is submitted to BSE. The BSE has vide its letter dated February 9, 2010 approved the Scheme of Arrangement under clause 24(f) of the Listing Agreement and by virtue of that approval the BSE’s name in this Information Memorandum as one of the Stock Exchanges on which the Company’s securities are proposed to be listed. 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 • Warrant that this Company’s securities will be listed or will continue to be listed on the BSE; or • Take any responsibility for the financial or other soundness 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 apply for or otherwise acquires 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. Disclaimer - NSE As required, a copy of this Information Memorandum is submitted to NSE. NSE has vide its letter dated February 18, 2010, approved the Scheme of Arrangement under clause 24(f) of the Listing Agreement and by virtue of the said approval NSE’s name in this Information memorandum as one of the stock exchanges on which this Company’s securities are proposed to be listed. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that this Information Memorandum has been cleared or approved by NSE; nor does NSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does it warrant that the Company’s securities will be listed or continue to be listed on the NSE; nor does it take any responsibility for the financial or


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other soundness of this Company, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss which maybe suffered by such person consequent to or in connection with such subscription or acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Filing This Information Memorandum has been filed with NSE and BSE. Listing Applications will be made to BSE and NSE for permission to deal in and for an official quotation of the Equity Shares of the Company. The Company has nominated BSE as the Designated Stock Exchange for the aforesaid listing of the shares. The Company has taken steps for completion of necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above. Demat Credit The Company has executed Tripartite Agreements with the Registrar and the Depositories i.e. NSDL and CDSL for admitting its securities in demat form and has been allotted ISIN – INE272L01014. Expert Opinions Save as stated elsewhere in this Information Memorandum, the Company not obtained any expert opinions. Dispatch of share certificates Upon allotment of Shares to eligible shareholders pursuant to the Scheme on August 21, 2010, the Company dispatched share certificates to those shareholders who were holding shares in STPL in physical form, as on the Record Date. Previous Rights and Public Issues The Company has never made any public issue, rights issue of equity shares. However, the Company has issued and allotted 1,56,03,300 equity shares of face value of Rs. 10/- each to the existing shareholders of the STPL on the record date August 19, 2010. Commission and brokerage on previous issues: Since the Company has not issued shares to the public in the past, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since its inception. Promise vis-à-vis performance Not Applicable, since this is the first time the Company is getting listed on the Stock Exchanges. Outstanding Debenture or Bonds and Redeemable Preference Shares and Other Instruments Issued by the Company There are no outstanding debentures except those issued as per the Scheme of Arrangement, approved by the Hon’ble High Court of Andhra Pradesh. As per clause 3.21 of the Scheme of


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Arrangement between STPL and the Company, 60,00,000 equity shares of Rs. 10/- each were converted into 60,00,000 12% Non-convertible Secured Redeemable Debentures of Rs. 10/- which were issued and allotted by SVL on 07.08.2010 to the pre-arrangement shareholders. Stock Market Data for Equity shares of the Company Equity shares of the Company are not listed on any stock exchange. The Company is seeking approval for listing of its shares through this Information Memorandum. Disposal of Investor Grievances The Company has appointed Mr. Biswaranjan Subudhi, Company Secretary as the Compliance Officer and he may be contacted in case of any problems at the following address: Compliance Officer and Company Secretary: Mr. Biswaranjan Subudhi Surana Ventures Limited 5th floor, Surya Towers Sardar Patel Road Secunderabad – 500 003 Tel: +91 040 44665700 Fax: +91 040 27848851 Statutory Auditors Sekhar & Co., Chartered Accountants 133/4, R. P. Road, Secunderabad – 500 003. Internal Auditors Luharuka & Associates Chartered Accountants 5-4-187/3&4, Soham Mansion, 2nd Floor, Above Bank of Baroda M G Road, Secunderabad - 500 003. Share Transfer Agent KARVY Computer Share Private Limited, Plot No. 17-24, Vittalrao Nagar, Madhapur, Hyderabad- 500 081 Phone # +91-40-44655000 Fax # +91-40-23420814 Contact Person: Mr. P. A. Varghese

Email: [email protected]


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IV. CAPITAL STRUCTURE SHARE CAPITAL: PRE SCHEME OF ARRANGEMENT:

Number of Shares Amount (Rs)

Authorised Capital 50,000,000 Equity Shares of Rs.10/- each 500,000,000 Total 500,000,000

Issued, Subscribed and Paid-up

15,000,000 Equity Shares of Rs.10/- each 150,000,000 Total 150,000,000 POST SCHEME OF ARRANGEMENT:

Number of Shares Amount (Rs)

Authorised Capital

50,000,000 Equity Shares of Rs.10/- each 500,000,000 Total 500,000,000

Issued, Subscribed and Paid-up * 24,603,300 Equity Shares of Rs.10/- each 246,033,000 Total 246,033,000

Debentures 6,000,000, 12% Non-convertible Secured Redeemable Debentures of Rs. 10/- each

60,000,000

In terms of the Scheme of Arrangement, the issued, subscribed and paid-up share capital of the Resulting Company as on the Effective Date shall stand reorganised and reduced from the present sum of Rs.15,00,00,000 divided into 1,50,00,000 equity shares of Rs.10/- each fully paid up to Rs.9,00,00,000 divided into 90,00,000 equity shares of Rs.10/- each fully paid up by conversion of 60,00,000 equity shares of Rs.10/- each to 60,00,000 12% Non-convertible Secured Redeemable Debentures of Rs.10/- each fully paid up. In pursuant to the scheme of Arrangement, the Company issued and allotted 156,033,000 equity shares of Re. 10/- each on August 21, 2010. Notes to Capital Structure: Authorised Share Capital : The Company was incorporated with authorized capital of Rs. 1.00 Crore divided into 10 Lacs equity shares of Rs. 10/- each. The authorized capital of the Company was then increased from Rs. 1.00 Crore to Rs. 5.5 Crores divided into 55.00 lakhs equity shares of Rs. 10/- each by a special resolution passed on February 12, 2008.


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The authorized capital of the Company was then increased from Rs. 5.5 Crores to Rs. 25 Crores divided into 2.5 crores equity shares of Rs. 10/- each by a special resolution passed on May 6, 2008. The authorized capital of the Company was then increased from Rs. 25 Crores to Rs. 50 Crores divided into 5 crores equity shares of Rs. 10/- each by a special resolution passed on May 30, 2008. Issued , Subscribed & Paid up 50,000 Equity Shares of Rs. 10 each for cash at par aggregating to Rs. 5,00,000 were subscribed by the signatories to the memorandum on October 14, 2006. 9,50,000 Equity Shares of Rs. 10 each for cash at par aggregating to Rs. 95 lakhs were allotted on February 18, 2008. 35,00,000 Equity Shares of Rs. 10 each for cash at par aggregating to Rs. 3.5 crores were allotted on May 2, 2008. 1,05,00,000 Equity Shares of Rs. 10 each for cash at par aggregating to Rs. 10.5 crores were allotted on June 6, 2008. Pursuant to the Scheme of Arrangement, 1,56,033,000 equity shares of Rs. 10 each were allotted on August 21, 2010.


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SHAREHOLDING PATTERN Statement showing Shareholding Pattern (Pre Allotment)

CATEGORY CODE

CATEGORY OF SHAREHOLDER

NO OF SHAREHOLDERS

TOTAL NUMBER OF SHARES

NO OF SHARES HELD IN DEMATERIALIZED FORM

TOTAL SHAREHOLDING AS A % OF TOTAL NO OF SHARES

AS a PERCENTAGE of (A+B)

As a PERCENTAGE of (A+B+C)

(I) (II) (III) (IV) (V) (VI) (VII)

(A) Promoter & Promoter Group

(1) INDIAN

(a) Individual /HUF 7 300000 0 2.00 2.00

(b)

Central Government/State Government(s) 0 0 0 0.00 0.00

(c) Bodies Corporate 2 14700000 0 98.00 98.00

(d)

Financial Institutions / Banks 0 0 0 0.00 0.00

(e) Others 0 0 0 0.00 0.00

Sub-Total A(1) : 9 15000000 0 100.00 100.00

(2) FOREIGN

(a)

Individuals (NRIs/Foreign Individuals) 0 0 0 0.00 0.00

(b) Bodies Corporate 0 0 0 0.00 0.00

(c) Institutions 0 0 0 0.00 0.00

(d) Others 0 0 0 0.00 0.00

Sub-Total A(2) : 0 0 0 0.00 0.00

Total A=A(1)+A(2) 9 15000000 0 100.00 100.00

(B)

PUBLIC SHAREHOLDING

(1) INSTITUTIONS

(a) Mutual Funds /UTI 0 0 0 0.00 0.00

(b)

Financial Institutions /Banks 0 0 0 0.00 0.00

(c)

Central Government / State Government(s) 0 0 0 0.00 0.00


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(d) Venture Capital Funds 0 0 0 0.00 0.00

(e) Insurance Companies 0 0 0 0.00 0.00

(f)

Foreign Institutional Investors 0 0 0 0.00 0.00

(g) Foreign Venture Capital Investors 0 0 0 0.00 0.00

(h) Others 0 0 0 0.00 0.00

Sub-Total B(1) : 0 0 0 0.00 0.00

(2) NON-INSTITUTIONS

(a) Bodies Corporate 0 0 0 0.00 0.00

(b) Individuals

(i) Individuals holding nominal share capital upto Rs.1 lakh 0 0 0 0.00 0.00

(ii) Individuals holding nominal share capital in excess of Rs.1 lakh 0 0 0 0.00 0.00

(c) Others

OVERSEAS CORPORATE BODIES 0 0 0 0.00 0.00

NON RESIDENT INDIANS 0 0 0 0.00 0.00

CLEARING MEMBERS 0 0 0 0.00 0.00

Sub-Total B(2) : 0 0 0 0.00 0.00

Total B=B(1)+B(2) :

0 0 0 0.00 0.00

Total (A+B) : 9 15000000 0 100.00 100.00

(C)

Shares held by custodians, against which

Depository Receipts have been issued 0 0 0 0.00 0.00

GRAND TOTAL

(A+B+C) : 9 15000000 0 100.00 100.00

1 For determining public shareholding for the purpose of Clause 40A. 2 For definitions of “Promoter” and “Promoter Group”, refer to Clause 40A. 3 For definitions of “Public Shareholding”, refer to Clause 40A.


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(I)(b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”

SLNO NAME OF THE SHAREHOLDER

Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

(I) (II) (III) (IV) 1 BHAGYANAGAR INDIA LIMITED 7350000 49.00 2 SURANA TELECOM AND POWER LIMITED 7350000 49.00 3 GM SURANA 8343 0.06 4 NARENDER SURANA 62494 0.42 5 DEVENDRA SURANA 137503 0.92 6 MANISH SURANA 75000 0.50 7 SUNITA SURANA 8330 0.06 8 NAMRATA SURANA 8330 0.06

TOTAL : 15000000 100.00

(I)(c) Statement showing Shareholding of persons belonging to the category “Public” and holding more than 1% of the total number of shares

SLNO NAME OF THE SHAREHOLDER NO OF SHARES PERCENTAGE

TOTAL : 0 0.00

(I)(d) Statement showing details of locked-in shares

SLNO NAME OF THE SHAREHOLDER CAT. CODE NO OF SHARES PERCENTAGE

TOTAL : 0 0

(II)(a) Statement showing details of Depository Receipts (DRs)


TOTAL : 0 0

(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are in excess of 1% of the total number of shares


TOTAL : 0 0


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Shareholding pattern of M/s Surana Ventures Limited (Post Scheme of Arrangement) STATEMENT SHOWING SHAREHOLDING PATTERN IN CLAUSE-35

NAME OF THE COMPANY:SURANA VENTURES LIMITED

SCRIP CODE: 517530 QUARTER ENDED: 21/08/2010

CATEGORY CODE



SHARES PLEDGE OR OTHERWISE ENCUMBERED

NO OF SHAREHOLDERS





NUMBER OF SHARES

AS a PERCENTAGE

(I) (II) (III) (IV) (V) (VI) (VII) (VIII)

(IX)=(VIII)/(IV)*100

(A) PROMOTER AND PROMOTER GROUP

(1) INDIAN

(a) Individual /HUF 24 8024907 7844607 32.62 32.62 0 0.00

(b)

Central Government/State Government(s) 0 0 0 0.00 0.00 0 0.00

(c) Bodies Corporate 6 10242379 1422379 41.63 41.63 0 0.00

(d) Financial Institutions / Banks 0 0 0 0.00 0.00 0 0.00

(e) Others 0 0 0 0.00 0.00 0 0.00

Sub-Total A(1) : 30 18267286 9266986 74.25 74.25 0 0.00

(2) FOREIGN

(a)

Individuals (NRIs/Foreign Individuals)

0 0 0 0.00 0.00 0 0.00

(b) Bodies Corporate 0 0 0 0.00 0.00 0 0.00

(c) Institutions 0 0 0 0.00 0.00 0 0.00

(d) Others 0 0 0 0.00 0.00 0 0.00

Sub-Total A(2) : 0 0 0 0.00 0.00 0 0.00

Total A=A(1)+A(2) 30 18267286 9266986 74.25 74.25 0 0.00

(B) PUBLIC SHAREHOLDING

(1) INSTITUTIONS

(a) Mutual Funds /UTI 5 10650 6300 0.04 0.04 0 0.00

(b) Financial Institutions /Banks 2 3150 0 0.01 0.01 0 0.00


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(c) Central Government / State Government(s) 0 0 0 0.00 0.00 0 0.00

(d) Venture Capital Funds 0 0 0 0.00 0.00 0 0.00

(e) Insurance Companies 0 0 0 0.00 0.00 0 0.00

(f) Foreign Institutional Investors 3 628094 625994 2.55 2.55 0 0.00

(g) Foreign Venture Capital Investors 0 0 0 0.00 0.00 0 0.00

(h) Others 0 0 0 0.00 0.00 0 0.00

Sub-Total B(1) : 10 641894 632294 2.61 2.61 0 0.00

(2) NON-INSTITUTIONS 0 0.00

(a) Bodies Corporate 324 571441 547515 2.32 2.32 0 0.00

(b) Individuals

(i) Individuals holding nominal share capital upto Rs.1 lakh 8996 3250709 2508310 13.21 13.21 0 0.00

(ii) Individuals holding nominal share capital in excess of Rs.1 lakh 31 892979 881729 3.63 3.63 0 0.00

(c) Others 0 0.00

OVERSEAS CORPORATE BODIES 2 43875 0 0.18 0.18 0 0.00

NON RESIDENT INDIANS 70 158062 158062 0.64 0.64 0 0.00

CLEARING MEMBERS 61 777054 777054 3.16 3.16 0 0.00

0 0.00

Sub-Total B(2) : 9484 5694120 4872670 23.14 23.14 0 0.00

0 0.00

Total B=B(1)+B(2) : 9494 6336014 5504964 25.75 25.75 0 0.00

Total (A+B) : 9524 24603300 14771950 100.00 100.00 0 0.00

(C) Shares held by custodians, against which 0 0.00

Depository Receipts have been issued 0 0 0 0.00 0.00 0 0.00

GRAND TOTAL (A+B+C) : 9524 24603300 14771950 100.00 100.00 0 0.00


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(I)(b) STATEMENT SHOWING SHAREHOLDING OF PERSONS BELONGING TO "PROMOTER GROUP"

SLNO NAME OF THE SHAREHOLDER TOTAL SHARES HELD SHARES PLEDGED OR OTHERWISE ENCUMBERED

TOTAL SHARES

AS a % OF GRAND TOTAL (A)+(B)+(C)

PLEDGE SHARES

AS a PERCENTAGE

AS a % OF GRAND TOTAL

(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100 (VII)

1 ADVAIT SURANA 206625 0.84 0 0.00 0.00

2 BHAGYANAGAR INDIA LIMITED 4410000 17.92 0 0.00 0.00

3 BHAGYANAGAR INDIA LIMITED 228838 0.93 0 0.00 0.00

4 BHAGYANAGAR INDIA LTD 1149108 4.67 0 0.00 0.00

5 CHAND KANWAR 328048 1.33 0 0.00 0.00

6 DEVENDRA SURANA 7885 0.03 0 0.00 0.00

7 DEVENDRA SURANA 82502 0.34 0 0.00 0.00

8 DEVENDRA SURANA 131250 0.53 0 0.00 0.00

9 DEVENDRA SURANA 2051383 8.34 0 0.00 0.00

10 G.M.SURANA 5006 0.02 0 0.00 0.00

11 GM SURANA 617278 2.51 0 0.00 0.00

12 MANGILAL SURANA 45804 0.19 0 0.00 0.00

13 MANISH SURANA 45000 0.18 0 0.00 0.00

14 MANISH SURANA 412313 1.68 0 0.00 0.00

15 MITALI SURANA 183375 0.75 0 0.00 0.00

16 NAMRATA SURANA 4998 0.02 0 0.00 0.00

17 NAMRATA SURANA 468780 1.91 0 0.00 0.00

18 NARENDER SURANA 300 0.00 0 0.00 0.00

19 NARENDER SURANA 37496 0.15 0 0.00 0.00

20 Narender Surana 391409 1.59 0 0.00 0.00

21 NARENDER SURANA 672390 2.73 0 0.00 0.00

22 NARENDER SURANA 1555332 6.32 0 0.00 0.00

23 RAHUL SURANA 228750 0.93 0 0.00 0.00

24 SRESHA SURANA 187500 0.76 0 0.00 0.00

25 SUNITA SURANA 4998 0.02 0 0.00 0.00

26 SUNITA SURANA 304355 1.24 0 0.00 0.00

27 SURANA INFOCOM LIMITED 43458 0.18 0 0.00 0.00

28 SURANA INFOCOM LIMITED 975 0.00 0 0.00 0.00

29 SURANA TELECOM AND POWER LIMITED 4410000 17.92 0 0.00 0.00

30 VINITA SURANA 52130 0.21 0 0.00 0.00

TOTAL : 18267286 74.25 0 0.00 0.00


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(I)(c) STATEMENT SHOWING SHAREHOLDING OF PERSONS BELONGING TO "PUBLIC GROUP"

HOLDING > 1%

OF THE TOTAL NUMER OF SHARES


1 EMERGING INDIA FOCUS FUNDS 494744 2.01

TOTAL : 494744 2.01

(I)(d) STATEMENT SHOWING DETAILS OF LOCKED-IN SHARES"


1 M/S BHAGYANAGAR INDIA LTD 4410000 17.92

2 M/S SURANA TELECOM AND POWER LTD 4410000 17.92

3 DEVENDRA SURANA 82502 0.34

4 MANISH SURANA 45000 0.18

5 NARENDER SURANA 37496 0.15

6 G M SURANA 5006 0.02

7 SUNITA SURANA 4998 0.02

8 NAMRATA SURANA 4998 0.02

Total 9000000 36.58

(II)(a) STATEMENT SHOWING DETAILS OF DEPOSITORY RECEIPTS (DRS)


TOTAL : 0 0

(II)(b) STATEMENT OF DEPOSITORY RECEIPTS (DRS) HOLDING > 1% OF THE TOTAL NUMBER OF

SHARES


TOTAL : 0 0


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V. OBJECTS & RATIONALE OF THE SCHEME

A. Background and rationale for the Scheme of Arrangement: Surana Ventures Limited, has been engaged in the business of manufacture of Solar Photo Voltaic Modules. Surana Telecom and Power Limited has been engaged in the businesses of manufacture of telecom products such as Jelly filled telephone cables, jointing kits, electrical power cables and components, Optical fibre cables and Solar Photo Voltaic Modules. The above businesses function as independent divisions within the Company. Considering the size of Surana Telecom and Power Limited and significant growth in its business operations and for greater focus in the various activities of the said Company to ensure accelerated growth and improved profitability, it would be advantageous to re-organise the company by vesting the Solar Undertaking of Surana Telecom and Power Limited in Surana Ventures Limited. The re-organisation, essentially to ensure better operational management and focus on accelerated growth of individual units, will ensure higher returns to the shareholders, creditors, employees and is also in general public interest. Brief Profile of Transferor Company Surana Telecom and Power Limited (STPL) The Company was incorporated as a Private Limited Company on 14.08.1989 as Surana Petro Products Pvt. Ltd and was engaged in the business of manufacturing of Petro Products such as Petroleum Jelly and Telecom products such as Jointing Kits. In 1992 the Company ventured into the Telecommunication sector with the production of Jelly filled Telephone Cables. Thereafter, the Company was converted into a Public Limited Company on 09.07.1993. By 1994, Telecom business became the primary business activity of the Company and in order to reflect the same the name of the Company was changed to Surana Telecom Ltd. on 05.08.1994. Keeping in pace with the changing technology the Company decided to expand further in the Telecommunication sector by venturing in to the production of Optical Fiber Cable. For part financing the cost of optical fiber cable project, the Company had gone in for a public issue on 7th November, 1994 and commenced the commercial production in July, 1995. The Company in the year 2001 set up a manufacturing facility for optical fiber which is the main raw material for the manufacturing of optic fiber cables. In the year 2002, the Company ventured into assembling and marketing of GSM phones, CDMA terminals with accessories and Line Patch Panel Antenna. In the year 2007, the Company diversified into the power sector with the manufacturing of low tension and high tension power cables and setting up a 1.25 MW wind power generation plant. In order to reflect the diversity, the name of the Company was again changed to “Surana Telecom and Power Limited” on 11th October, 2007. In the year 2008, the Company has ventured into Solar Photovoltaics (SPV) Sector by establishing a SPV Modules manufacturing Plant (a 100% EOU) at Cherlapally, Hyderabad with an installed capacity of 12MW. The Company has also made a strategic investment in solar energy sector by


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formation of a Joint Venture Company M/s. Surana Ventures Limited jointly with M/s Bhagyanagar India Ltd. The Company is currently listed on National Stock Exchange of India (NSE) and Bombay Stock Exchange of India (BSE). The Company has been accredited ISO 9001-2000 certificate for its manufacturing facilities. (Rs. In Lakhs)

Particulars

Post Demerger

Pre – Demerger

2010 Audited

2009 Audited

2008 Audited

2007 Audited

Total Income

5121.71 9534.06 6554.43 8768.94

Profits Before Tax and Exceptional Items

128.95 321.28 1046.36 966.42

Net Profits After Tax & Exceptional item

114.93 282.00 919.48 817.87

Equity Share Capital

1040.22 1040.22 1040.22 1130.22

EPS 0.55 1.36 4.07 3.62 Return on Capital Employed

4.19% 4.26% 11.97% 12.42%


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VI. SALIENT FEATURES OF THE SCHEME PERTAINING TO DEMERGER OF BUSINESS UNDERTAKING The salient features of the Scheme are as follows: (a) The Scheme will be effective from the Appointed Date of 1 October, 2009. (b) With effect from the Appointed Date, business of “Solar Division” of the Transferor Company with all its properties, assets shall without any further act, instrument, deed or order be transferred to and be vested in the Transferee Company as going concern.

(c) On and from the Appointed Date, all debts, liabilities and obligations of every kind of the Transferor Company in so far as they relate to the business of “Solar Division” become the debts, liabilities and obligations of the Transferee Company from that date.

(d) All the assets, properties and liabilities of the Demerged Undertaking shall be transferred to the Resulting Company at the values appearing in the books of the Demerged Company at the close of business on 30th September 2009

(e) All the contracts, deeds, bonds and other instruments of “Solar Division” to which the Transferor Company is a party shall remain in full force and effect against or in favour of the Transferee Company.

(f) All legal proceedings of whatsoever nature by or against the “Solar Division” of the Transferor Company shall be continued by or against the Transferee Company.

(g) All the Staff, Workmen and other employees working in “Solar Division” of the Transferor Company shall become employees of the Transferee Company without any break or interruption in service and on terms of service not less favourable than those enjoyed by them.

(h) On and from the Appointed Date, the Demerged Company shall carry on and be deemed to have carried on its business and activities relating to the Demerged Undertaking

(i) The Scheme is conditional upon and subject to the approval by requisite majority of members and creditors of the Transferor Company as prescribed in the Companies Act, 1956, and sanction of the Hon’ble High Court of Andhra Pradesh.

(j) The Scheme will be operative from the Appointed Date i.e. 1st October, 2009 and shall come into effect from the date on which sanctions and approvals mentioned above are obtained and a certified copy of the order of the Hon’ble High Court of Judicature of Andhra Pradesh at Hyderabad is filed with the Registrar of Companies, Andhra Pradesh, Hyderabad.

(k) Upon the scheme becoming effective the issued, subscribed and paid-up share capital of the Resulting Company as on the Effective Date shall stand reorganised and reduced from the present sum of Rs.15,00,00,000 divided into 1,50,00,000 equity shares of Rs.10/- each fully paid up to Rs.9,00,00,000 divided into 90,00,000 equity shares of Rs.10/- each fully paid up by conversion of 60,00,000 equity shares of Rs.10/- each to 60,00,000 12% Non-convertible Secured Redeemable Debentures of Rs.10/- each fully paid up.

(l) Upon the Scheme becoming effective, in consideration of the demerger and transfer and vesting of all assets and liabilities, duties, rights and obligations relating to the Demerged Undertaking of


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the Demerged Company, the Resulting Company after giving effect to the Re-organisation of its Share Capital, shall issue and allot 3 Equity Shares of Rs.10/- each credited as fully paid-up (the “New Equity Shares”) of the Resulting Company for every 4 Equity Shares of Rs.5/- each fully paid-up held by the Equity shareholders in the Demerged Company, as on the Record Date. The Equity Shares so issued and allotted, shall rank pari passu in all respects with the existing Equity Shares

(m) The entire Equity Share Capital of the Resulting Company including the New Equity Shares issued in terms hereof shall, subject to payment of the appropriate fee and approval of the respective stock exchange(s), be listed on recognised stock exchange(s) in India, where the shares of the Demerged Company are already listed.

Approval with respect to the Scheme

• The Honorable High Court of Andhra Pradesh at Hyderabad, vide its Order dated June 28, 2010 has approved the Scheme of Arrangement between Surana Telecom and Power Limited and the Company and their respective shareholders and creditors and reorganization of capital of the Company whereby the Solar undertakings of STPL transferred to and vested in SVL w.e.f. October 1, 2009 (i.e. the Appointed Date under the Scheme) under Sections 391 to 394 of the Companies Act, 1956. In accordance with the said Scheme, the equity shareholders holding 4 shares in STPL will get 3 equity shares in SVL, subject to the applicable regulations are proposed to be listed and admitted to trading on BSE and NSE.

• The aforesaid Order of the Honorable High Court of Andhra Pradesh at Hyderabad was filed by SVL with the ROC, Andhra Pradesh on July 28, 2010.

Transfer by way of Demerger of the Solar Business:

• The Solar Undertaking of the Transferor Company, as transferred to the Company pursuant to the Scheme, has been defined in the Scheme to mean the Transferor Company’s undertakings, business, activities and operations pertaining to the Solar Business of the Transferor Company, on a going concern basis and means and includes, without limitation;:

• All assets and liabilities of the Solar Undertaking whatsoever nature and wheresoever situated, shall, under the provisions of Section 391 read with Section 394 and all other applicable provisions, if any, of the Act, without any further act, instrument or deed, be and stand transferred to the Resulting Company as a going concern in accordance with Section 2(19AA) of the Income Tax Act, 1961, so as to become, as and from the Appointed Date, the assets and liabilities of the Resulting Company and there shall be vested in the Resulting Company all the rights, titles, interests or obligations of the said Undertaking therein and shall be free from all encumbrances.

• With effect from the Appointed Date and upon the Scheme becoming effective, all the assets relating to the Demerged Undertaking as are movable in nature or incorporeal property or are otherwise capable of transfer by manual delivery or by endorsement and delivery, shall be so transferred, delivered or endorsed and delivered, as the case may be, by the Demerged Company, and shall upon transfer become the property and an integral part of the Resulting Company. In respect of such of the said assets other than those referred to hereinabove, the same shall, without any further act, instrument or deed, be transferred to, and vested in, and/or be deemed to be transferred to and vested in, the Resulting Company.

• For the purpose of giving effect to the order passed under Sections 391 to 394 in respect of this Scheme, the Resulting Company shall at any time pursuant to the orders on this Scheme be


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entitled to get the recordal of the change in the title and appurtenant legal right(s) upon the vesting of such assets of the Demerged Undertaking in the Resulting Company.

• For avoidance of doubt, upon the Scheme becoming effective, all the rights, title, interest and claims of the Demerged Company in any leasehold properties, including all the leases, of the Demerged Company in relation to the Demerged Undertaking shall, pursuant to Section 394(2) of the Act, without any further act or deed, be transferred to and vested in or be deemed to have been transferred to and vested in the Resulting Company. The Demerged Company shall, wherever necessary, execute all necessary documents at its cost, to effect and evidence such transfer and vesting of assets, rights, licences etc., covered in this Scheme, more particularly under clauses 3.1 to 3.4 hereof, and make necessary applications to the authorities concerned independently and/or jointly with the Resulting Company for such transfer and vesting.

• With effect from the Appointed Date and upon the Scheme becoming effective, all debts, liabilities, contingent liabilities, reserves, duties and obligations of every kind, nature and description relatable to the Demerged Undertaking shall, without any further act or deed, be transferred to, or be deemed to be transferred to the Resulting Company, so as to become as and from the Appointed Date, the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company and the Resulting Company undertakes to meet, discharge and satisfy the same. In respect of general or multipurpose borrowings, debts, liabilities, if any, shall be transferred to or be deemed to be transferred to the Resulting Company in the proportion of the value of assets transferred. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, contingent liabilities, duties and obligations have arisen, in order to give effect to the provisions of this sub-clause.

• Where any of the liabilities and obligations attributed to the Demerged Undertaking on the Appointed Date has been discharged by the Demerged Company on behalf of the Demerged Undertaking after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on behalf of the Resulting Company.

• All liabilities and obligations attributed to the Demerged Undertaking, including its unsecured loans, taken over by the Resulting Company, may be discharged by the Resulting Company by way of one time settlement or in any other manner as the Resulting Company may deem fit.

• The transfer and vesting of the Demerged Undertaking as aforesaid, shall be subject to the existing securities, charges, hypothecation and mortgages, if any, subsisting in relation to any loans or borrowings of the Demerged Undertaking, provided however, any reference in any security documents or arrangements, to which the Demerged Company is a party, wherein the assets of the Demerged Undertaking have been or are offered or agreed to be offered as security for any financial assistance or obligations, shall be construed as reference only to the assets pertaining to the Demerged Undertaking as are vested in the Resulting Company by virtue of this Scheme, to the end and intent that such security, charge, hypothecation and mortgage shall not extend or be deemed to extend, to any of the other assets of the Demerged Company or any of the assets of the Resulting Company, provided further that the securities, charges, hypothecation and mortgages (if any subsisting) over and in respect of the assets or any part thereof of the Resulting Company shall continue with respect to such assets or part thereof and this Scheme shall not operate to enlarge such securities, charges, hypothecation or mortgages shall not extend or be deemed to extend, to any of the assets of the Demerged Undertaking vested in the Resulting Company, provided always that this Scheme shall not operate to enlarge the security


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for any loan, deposit or facility created by the Demerged Company in relation to the Demerged Undertaking which shall vest in the Resulting Company by virtue of the vesting of the Demerged Undertaking with the Resulting Company and the Resulting Company shall not be obliged to create any further or additional security therefore after the Scheme has become operative.

• All the loans, advances and other facilities sanctioned to the Demerged Company in relation to the Demerged Undertaking by its bankers and financial institutions prior to the Appointed Date, which are partly drawn or utilised shall be deemed to be the loans and advances sanctioned to the Resulting Company and the said loans and advances shall be drawn and utilised either partly or fully by the Demerged Company from the Appointed Date till the Effective Date and all the loans, advances and other facilities so drawn by the Demerged Company in relation to the Demerged Undertaking (within the over all limits sanctioned by their bankers and financial institutions) shall on the Effective Date be treated as loans, advances and other facilities made available to the Resulting Company and all the obligations of the Demerged Company in relation to the Demerged Undertaking under any loan agreement shall be construed and shall become the obligation of the Resulting Company without any further act or deed on the part of the Resulting Company.

• All loans raised and used, and liabilities incurred, by the Demerged Company after the Appointed Date, but prior to the Effective Date, for the operations of the Demerged Undertaking shall be discharged by the Resulting Company.

• All loans raised and used, and liabilities repaid by the Demerged Company pertaining to its remaining business after the Appointed Date, but prior to the Effective Date, utilizing the surplus cash derived from the operations of Demerged Undertaking shall be discharged by the Demerged Company as may be mutually agreed.

• all debts, borrowings, obligations and liabilities, both present and future, (including deferred tax liabilities, contingent liabilities and the Transferred Liabilities, as hereinafter defined, and obligations under any licenses or permits or schemes), whether secured or unsecured, whether provided for or not in the books of account or disclosed in the balance sheet of the Demerged Company, appertaining or relating to the Solar Business; and

• transfer of all the permanent employees of the Demerged Company employed/engaged in the Demerged Undertaking as on the Effective Date to the Resulting Company.

Reorganization of capital & issue of equity shares by Surana Ventures Limited: • Upon the Scheme becoming effective, but prior to the issue of New Equity Shares as contemplated in Clause 3.24 hereunder, the issued, subscribed and paid-up share capital of the Resulting Company as on the Effective Date shall stand reorganised and reduced from the present sum of Rs.15,00,00,000 divided into 1,50,00,000 equity shares of Rs.10/- each fully paid up to Rs.9,00,00,000 divided into 90,00,000 equity shares of Rs.10/- each fully paid up by conversion of 60,00,000 equity shares of Rs.10/- each to 60,00,000 12% Non-convertible Secured Redeemable Debentures of Rs.10/- each fully paid up (“Debentures”).

• The aforesaid Debentures shall be redeemable after a period of 18 months and the terms and conditions attaching to the said Debentures shall be determined by the Board of Directors of the Resulting Company.


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• The reduction in the issued, subscribed and paid-up share capital of the Resulting Company as above, shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 100 to 104 of the Act as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Resulting Company to add to its name the words, "and reduced". The provisions of Section 101 of the Act shall not be applicable.

Sequence of events of Scheme of Arrangement: 1. Board of directors of the Transferor Company and the Resulting Company approved the Scheme of Arrangement at its Meeting held on November 25, 2009. 2. Application filed with the Hon’ble High Court of Andhra Pradesh, Hyderabad on February 19, 2010 for the following: a) Convening Shareholders meeting of the Transferor Company. b) Convening Secured Creditors meeting of the Transferor Company. c) Dispensation of Shareholders meeting of the Resulting Company. e) Convening of Creditors meeting of the Resulting Company. 3. The Transferor Company held Shareholders, Creditors meeting on April 12, 2010. 4. The Resulting Company held Creditors meeting on April 13, 2010. 5. The High Court of Andhra Pradesh, Hyderabad admitted the petition on April 30 , 2010 and issued orders fixing date for final hearing on June 28, 2010. 6. The Scheme of Arrangement sanctioned by the Hon'ble High Court of Andhra Pradesh on June 28, 2010. The certified copy of the Andhra Pradesh High Court order filed with Registrar of Companies on July 28, 2010. 7. The Scheme provides that it shall become effective upon satisfaction of the conditions a set out therein, including receipt of such other sanctions and approvals as may be required by law in respect of the Scheme. 11. The effective date of the Scheme is July 28, 2010 as per clause 2.1.(g) of the scheme of arrangement. 12. Letters of approvals received from BSE and NSE granting In–Principle approval for listing of Equity Shares pursuant to Scheme dated October 06, 2010 and November 02, 2010 respectively. 13. The approval from SEBI received vide Letter No. CFD/DIL/SM/31319/2010 dated December 28, 2010 granting relaxation from the strict enforcement of the requirement of Rule 19(2)(b) of the SCRR for the purpose of listing of shares of the Resulting Company.


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VII. STATEMENT OF POSSIBLE TAX BENEFITS The following benefits are available under the Income Tax Act, 1961 and other Direct Tax Laws to the Company and its Shareholders, (Indian Residents, NRI’s, FII’s, etc.) The tax benefits are available under the current provisions of the Income tax Act, 1961 and other applicable tax laws for the time being in force subject to fulfillment of respective provision of law. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which is based on business imperatives the Company faces in the future, which the Company may or may not choose to fulfill. BENEFITS UNDER THE INCOME TAX ACT, 1961 (hereinafter referred to as the ‘IT Act’) TO THE COMPANY A. Under the Income Tax Act, 1961 (“the Act”) I. Benefits available to the company

1. As per section 10(33) of the Act, any income arising from a transfer of a capital asset, being a unit of the Unit Scheme, 1964 referred to in Schedule I to the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 (58 of 2002) is not liable to tax where transfer of such asset takes place on or after the 1st Day of April, 2002. 2. As per section 10(34) of the Act, any income by way of dividends referred to in section 115-O (i.e. dividends declared, distributed or paid on or after 1st April, 2003 by domestic companies) received on the shares of any company is exempt from tax. . The Company is eligible to exemption under section 10(34) of the IT Act in respect of income by way of dividend received from other Domestic Companies. 3. As per section 10(35) of the Act, the following income will be exempt in the hands of the Company: a. Income received in respect of the units of a Mutual Fund specified under clause (23D) of section 10; or b. Income received in respect of units from the Administrator of the specified undertaking; or c. Income received in respect of units from the specified company: The Company is eligible to exemption under section 10(35) of the IT Act in respect of income by way of dividend received from mutual funds specified under Section 10(23D) of the IT Act and other specified undertakings/companies. However, this exemption does not apply to any income arising from transfer of units of the Administrator of the specified undertaking or of the specified Company or of a mutual fund, as the case may be. For this purpose (i) “Administrator” means the Administrator as referred to in section 2(a) of the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 and (ii) “Specified Company” means a Company as referred to in section 2(h) of the said Act. 4. As per section 10(38) of the Act, Long term capital gains arising to the company from the transfer of long term capital asset being an equity share in a company or a unit of an equity oriented fund where such transaction is chargeable to securities transaction tax will be exempt in the hands of the Company.


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For this purpose, “Equity Oriented Fund” means a fund – (i) where the investible funds are invested by way of equity shares in domestic companies to the extent of more than sixty five percent of the total proceeds of such funds; and (ii) which has been set up under a scheme of a Mutual Fund specified under section 10(23D) of the Act. As per section 115JB, while calculating “book profits” the Company will not be able to reduce the long term capital gains to which the provisions of section 10(38) of the Act apply and will be required to pay Minimum Alternate Tax @ 18% (plus applicable surcharge and education cess) of the book profits w.e.f AY 2011-12 5. The company is entitled to claim additional deprecation @ 20% (10% if the assets are used for less than 182 days) in accordance with provisions of section 32(1)(iia) for the purchase of new plant and machinery acquired and installed after 31st March, 2005. 6. In accordance with and subject to the provisions of Section 35, the Company would be entitled to deduction in respect of expenditure laid out or expended on scientific research related to the business. 7. In accordance with provisions of Section 35DD of the Act, expenditure incurred for the purpose of amalgamation or demerger of an undertaking, the company shall be allowed a deduction of an amount equal to one fifth of such expenses for each of the five consecutive previous years beginning with the previous year in which the amalgamation or demerger takes place. 8. As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off against short-term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ short-term as well as longterm capital gains. Long-term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ long-term capital gains. 9. As per section 111A of the Act, short term capital gains arising to the Company from the sale of equity share or a unit of an equity oriented fund transacted through a recognized stock exchange in India, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus applicable surcharge and education cess). 10. Under section 115JAA(1A) of the Act, credit is allowed in respect of any Minimum Alternate Tax (‘MAT’) paid under section 115JB of the Act for any assessment year commencing on or after April 1st, 2006. Tax credit eligible to be carried forward will be the difference between MAT paid and the tax computed as per the normal provisions of the Act for that assessment year. Such MAT credit is allowed to be carried forward for set off purposes for up to tenth years succeeding the year in which the MAT credit is allowed. No Credit will be allowed in respect of MAT paid in any assessment year prior to 2006-07 11. The Company will be entitled to claim depreciation allowance at the prescribed rates on Fixed Assets under section 32 of the IT Act, 1961. 12. The Company will be entitled to claim depreciation @80% on Plant & Machinery Wind as prescribed by the Income Tax Act, 1961. Additional 20% is also available as prescribed.


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13. Deduction under section 10A (7A). Transfer of an undertaking of an Indian Company to another Indian company under the scheme of amalgamation or demerger, the deduction shall be allowable in the hands of the amalgamated or the resulting company. However, the benefit is not available to amalgamated or demerged company for the previous year in which the amalgamation or demerger takes place. 14. In accordance with the provisions of section 10(38) of the IT Act the long-term capital gains arising on the transfer of securities/units in a transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004), shall be exempt from income tax. 15. The long-term capital gains accruing to the Company otherwise than as mentioned in 4 above, shall be chargeable to tax in accordance with and subject to the provisions of section 112 of the IT Act as follows:

• If long term capital gain is computed after indexation @ 20% (plus applicable surcharge and education cess)

• In the case of other securities/units in a transaction not entered into in a recognised stock exchange, if long term capital gain is computed without indexation @ 10% (plus applicable surcharge and education cess)

16. The short-term capital gains accruing to the Company, from the transfer of a short-term capital asset, being securities, in a transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004) shall be chargeable to tax at the rate of 15% (plus applicable surcharge and education cess) as per the provisions of section 111A of the IT Act. 17. The Company is eligible to claim exemption in respect of tax on long term capital gains under sections 54EC and 54ED of the Act, if the amount of capital gains is invested in certain specified bonds/securities subject to the fulfillment of the conditions specified in those sections. 18. Special provisions in respect of newly established Units in Special Economic Zone(Section 10AA): Period for which deduction is available:

For the first 5 years consecutive assessment years beginning with the assessment year relevant to the previous year in which the unit begins to manufacture such articles or things or provide services

100% of the profits and gains derived from the export of such articles or thingsor from services

Next 5 consecutive assessment years

50% of such profits and gains


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TO THE MEMBERS OF THE COMPANY I – RESIDENTS

1. Members will be entitled to exemption, under section 10(34) of the IT Act in respect of the income by way of dividend received from the Company. 2. The long-term Capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004) shall be exempt from tax as per the provisions of section 10(38) of the IT Act. 3. The long term capital gains otherwise than as mentioned into above, shall be chargeable to tax in accordance with and subject to the provisions of Section 112 of the IT Act as follows: • If long term capital gain is computed after indexation @ 20% (plus applicable surcharge and

education cess). • In the case of other securities/units in a transaction not entered into in a recognized stock

exchange, if long term capital gain is computed without indexation @ 10% (plus applicable surcharge and education cess)

4. The short-term capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004) shall be chargeable to tax @ 15% (plus applicable surcharge and education cess) as per the provisions of section 111A of the IT Act. 5. The members are entitled to claim exemption in respect of tax on long term capital gains under sections 54EC and 54ED of the IT Act, if the amount of capital gains is invested in certain specified bonds/securities subject to the fulfillment of the conditions specified in those sections. 6. Individuals or HUF members can avail exemption under section 54F of the IT Act by utilization of the sales consideration for purchase/construction of a residential house within the specified time period and subject to the fulfillment of the conditions specified therein

II – NON-RESIDENTS

1. Non-resident members will be entitled to exemption, under section 10(34) of the IT Act in respect of the income by way of dividend received from the Company.

2. The long-term Capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004) shall be exempt from tax as per the provisions of section 10(38) of the IT Act.

3. The long term capital gains accruing otherwise than as mentioned in 2 above shall be chargeable to tax in accordance with and subject the provisions of Section 112 of the IT Act as follows:

• If long term capital gains is computed after indexation @ 20% (plus applicable surcharge and education cess)


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• In the case of other securities/units in a transaction not entered into in a recognised stock exchange, if long term capital gain is computed without indexation @ 10% (plus applicable surcharge and education cess).

4. Under the first proviso to Section 48 of the IT Act, in the case of a non-resident, in computing the capital gains arising from transfer of shares of the Company acquired in convertible foreign exchange (as per exchange control regulations) protection is provided from fluctuation in the value of rupee in terms of foreign currency in which the original investment was made. Cost indexation benefits will not be available in such a case.

5. The short-term capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004) shall be chargeable to tax @ 15% (plus applicable surcharge and education cess) as per the provisions of section 111A of the IT Act.

6. The members are entitled to claim exemption in respect of tax on long term capital gains under sections 54EC and 54ED of the IT Act, if the amount of capital gains is invested in certain specified bonds/securities subject to the fulfillment of the conditions specified in those sections.

7. Individuals or HUF members can avail exemption under section 54F of the IT Act by utilization of the sales consideration for purchase/construction of a residential house within the specified time period and subject to the fulfillment of the conditions specified therein.

8. Under the provisions of section 90(2) of the IT Act, if the provisions of the Double Taxation Avoidance Agreement [DTAA] between India and the country of residence of the non-resident are more beneficial than the provisions of Income Tax IT Act, 1961, then the provisions of the DTAA shall be applicable.

9. Non-resident Indians (as defined in section 115C (e) of the IT Act), being shareholders of an Indian Company, have the option of being governed by the provisions of Chapter XII-A of the IT Act, which interalia entitles them to the following benefits in respect of income from shares of an Indian Company acquired, purchased or subscribed to in convertible foreign exchange

• As per the provisions of section 115F of the IT Act and subject to the fulfillment of the conditions specified therein, the Long Term Capital gains arising on the transfer of Company’s shares shall be exempted from income tax entirely/proportionately if all or a portion of the net consideration is invested within 6 months of the date of transfer in specified assets as defined in section 115C(f) or any savings certificates referred to in section 10(4B) of the IT Act. The amount so exempted shall, however, be chargeable to tax as long term capital gains under the provisions of section 115F(2) if the specified assets are transferred or converted in to money within three years from the date of acquisition thereof as specified in the said section.

• As per the provisions of section 115G of the IT Act, Non-resident Indians are not obliged to file a return of income under section 139(1) of the IT Act, if their only source of income is income from


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investments or long term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-A of the IT Act.

• Under section 115H of the IT Act, where a Non-Resident Indian, in relation to any previous year, becomes assessable as a resident in India in respect of the total income of any subsequent year, he/she may furnish to the assessing Officer a declaration in writing, along with his/her return of income under section 139 of the IT Act for the assessment year for which he/she is so assessable, to the effect that the provisions of the Chapter XII-A shall continue to apply to him/her in relation to investment income derived from any foreign exchange asset, being an asset of the nature referred to in sub-clause (ii) to clause (v) of clause (f) of section 115C, in which case, the provisions of Chapter XII-A shall continue to apply to him/her in relation to such income for that assessment year until the transfer or conversion (otherwise than by transfer) into money of such assets.

• As per the provision of section 115-I of the IT Act, when a Non Resident Indian, elects not to be governed by the provision of Chapter XII-A of the IT Act, then his/her total income shall be computed and charged in accordance with other provisions of the IT Act.

II – FOREIGN INSTITUTIONAL INVESTORS

1. Income by way of dividend received on shares of the Company is exempt under section 10(34) of the IT Act.

2. The long-term capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction entered into in a recognized stock exchange in India, would be exempt from tax as per the provisions of section 10(38).

3. The short-term capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction entered into in a recognized stock exchange in India, would be chargeable to tax @ 15% (plus applicable surcharge and education cess) as per the provisions of section 111A.

4. Under section 115AD(1)(b)(ii) of the IT Act, Income by way of Short Term Capital Gain arising from the transfer of shares (otherwise than as mentioned in 3 above) held in the Company for a period of less than 12 months will be taxable @ 30% (plus applicable surcharge and education cess).

5. Under section 115AD(1)(b)(iii) of the IT Act, Income by way of long term capital gain arising from the transfer of shares (otherwise than as mentioned in 2 above) held in the Company will be taxable @ 10% (plus applicable surcharge and education cess). It is to be noted here that the benefits of indexation and foreign currency fluctuation protection as provided by section 48 of the IT Act are not available to Foreign Institutional Investors.


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As per section 115AD of the Act, FIIs will be taxed on the capital gains that are not exempt under the provision of section 10(38) of the Act, at the following rates: Nature of income Rate of tax (%) Long term capital gains 10 Short term capital gains (other than referred to in section 111A) 30 The above tax rates have to be increased by the applicable surcharge and education cess. In case of long term capital gains, (in cases not covered under section 10(38) of the Act), the tax is levied on the capital gains computed without considering the cost indexation and without considering foreign exchange fluctuation.

IV – MUTUAL FUNDS

Income by way of dividend received on shares of the Company is exempt under Section 10(34) of the IT Act.

V – VENTURE CAPITAL COMPANIES/FUNDS

Income by way of dividend received on shares of the Company is exempt under Section 10(34) of the IT Act.

BENEFITS UNDER THE WEALTH TAX ACT, 1957

‘Asset’ as defined under section 2(ea) of the Wealth Tax Act, 1957, does not include shares in companies and hence, shares are not liable to wealth tax.

NOTES

1. All the above benefits are as per the current tax law as amended by the provisions of Finance Act, 2010 and will be available only to the first holder in case the shares are jointly held. 2. In the case of non-resident, the tax rate and the consequent taxation mentioned above shall be further subject to any benefits available under the Double Taxation Avoidance Agreement (DTAA) and amendments thereon, if any.

3. In view of the nature of tax consequences, being based on all the facts, in totality, of the investors, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences 4. The above statement of possible tax benefits set out the provisions of law in a summary manner only and is not a complete analysis or list of all potential tax consequences. 5. The stated benefit will be available only to the sold/first named holder in case of shares are held by joint holders.


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VIII. COMPANY HISTORY & MANAGEMENT – ABOUT SURANA VENTURES LIMITED

The Company was incorporated as Surana Ventures Limited on November 8, 2006 under the Act under CIN No. U45200AP2006PLC051566 and obtained the certificate of commencement of business on November 13, 2006.

The Registered Office of the Company is at 5th Floor, Surya Towers, Sardar Patel Road, Secunderabad – 500 003..

Main Object of the Company: The objects for which the Company has been established are set out in its Memorandum of Association. The main objects being pursued Resulting Company is set out hereunder:

1. To carry on business of generators, procurers, suppliers, distributors, transformers, converters, manufacturers, processors, developers, producers, traders, importers and exporters and dealers in electricity, electricity generating devices (including ancillary products/parts connected with any form of energy), including without limitation to thermal (based on coal/gas), solar, hydro, wind, tidal, geo –thermal biological and any other form of energy that may be permitted by official policy, any product or by-product derived from any such business (including without limitation steam, heat and ash)under conditions of direct ownership or through its affiliate, associate or subsidiary and to deal in electricity derived from any other natural or non-natural resources/ from conventional and non-conventional resources.

2. To carry on business of manufacturers, procurers, suppliers distributors, converters, producers, developers, storers, processors, assemblers, exporters and importers of any components, plant and machinery, raw materials relating to the generation, transmission and distribution of all forms of electricity, including without limitation hydrocarbon fuels (coal lignite gas etc) fuel handling equipments and machinery, fuel handling facilities and any product or by-product including without limitation solar photovoltaic modules, solar photovoltaic cells, solar water heaters, solar photovoltaic lighting systems, solar lantern, solar home lighting system, solar street lighting system (both LED & CFL based), solar power plant off grid and grid interacted type, any other such business, including without limitation to natural gas in liquefied or vaporized form and distillate fuel oil under conditions of direct ownership or through its affiliate, associate, franchisee, licensee or subsidiary companies or other wise.

Changes In Memorandum of Association since Company’s Inception:

Since Incorporation, the following changes have been made in the Memorandum of Association:

The Capital Clause of the Company has been changed as under: Date Particulars February 12, 2008

The Authorised Share Capital increased from Rs.1 Crore divided into 10 lakhs equity shares of Rs. 10/- each to Rs. 5.5 Crores divided into 55 lakhs equity shares of Rs. 10/- each.

May 6, 2008 The Authorised Share Capital increased from Rs. 5.5 Crores divided into 55 lakhs equity shares of Rs. 10/- each to Rs. 25 Crores divided into 2.5 Crores equity shares of Rs. 10/- each.

May 30, 2008 The Authorised Share Capital increased from Rs. 25 Crores divided into 2.5 Crores equity shares of Rs. 10/- each to Rs. 50 Crores divided into 5 Crores equity shares of Rs. 10/- each.


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The Objects Clause of the Company has been changed as under: 12.02.2008: Alteration of Main Objects Clause by inserting the following new clauses 4 and 5 after clause III (A )3: 4. To carry on business of generators, procurers, suppliers, distributors, transformers, converters,

manufacturers, processors, developers, producers, traders, importers and exporters and dealers

in electricity, electricity generating devices (including ancillary products/parts connected with

any form of energy), including without limitation to thermal (based on coal/gas), solar, hydro,

wind, tidal, geo –thermal biological and any other form of energy that may be permitted by

official policy, any product or by-product derived from any such business (including without

limitation steam, heat and ash)under conditions of direct ownership or through its affiliate,

associate or subsidiary and to deal in electricity derived from any other natural or non-natural

resources/ from conventional and non-conventional resources.

5. To carry on business of manufacturers, procurers, suppliers distributors, converters, producers,

developers, storers, processors, assemblers exporters and importers of any components, plant

and machinery, raw materials relating to the generation, transmission and distribution of all

forms of electricity, including without limitation hydrocarbon fuels (coal lignite gas etc) fuel

handling equipments and machinery, fuel handling facilities and any product or by-product

including without limitation solar photovoltaic cells, modules, water heaters etc. derived from

any such business including without limitation natural gas in liquefied or vaporized form and

distillate fuel oil under conditions of direct ownership or through its affiliate, associate,

franchisee, licensee or subsidiary companies or other wise.

10.08.2010: Alteration of Main Object Clause by substituting new Clause III (A) (5) and replacing the previous Clause III(A)(5) as set out below;

5. To carry on business of manufacturers, procurers, suppliers distributors, converters,

producers, developers, storers, processors, assemblers, exporters and importers of any

components, plant and machinery, raw materials relating to the generation, transmission and

distribution of all forms of electricity, including without limitation hydrocarbon fuels (coal

lignite gas etc) fuel handling equipments and machinery, fuel handling facilities and any

product or by-product including without limitation solar photovoltaic modules, solar

photovoltaic cells, solar water heaters, solar photovoltaic lighting systems, solar lantern, solar

home lighting system, solar street lighting system (both LED & CFL based), solar power plant

off grid and grid interacted type, any other such business, including without limitation to

natural gas in liquefied or vaporized form and distillate fuel oil under conditions of direct

ownership or through its affiliate, associate, franchisee, licensee or subsidiary companies or

other wise.” Subsidiary The company does not have any subsidiary as on the date of this IM.


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IX-A. MANAGEMENT Board of Directors The following table sets forth details regarding the Board of Directors of SVL..

S.No

Name of The Director & Address

Qualification Experience & Background

Other Directorships Held

1 Shri. G.M Surana Age: 79 years 21P&T Colony Secunderabad-500003 Ph. No. 040-27845119

B.com. LL.B.,

Shri.G.M.Surana, graduate in Commerce and law from Osmania University, is the Chairman of the Company and heads the Surana Group of Industries. He had around 2 decades of rich experience in the Ferrous & Non- Ferrous metal industry in his capacity as promoter, Director, Partner of the various units belongs to the Surana Group. Shri G.M Surana was the former Chairman of the Federation of Andhra Pradesh Chamber of Commerce and Industry (FAPCCI),former Director of Indian Overseas Bank, former Director of Andhra Pradesh State Trading Corporation,(APSTC), besides being the Member of Govt. Advisory Board, Minimum Wages Board. He is actively involved in various philanthropic activities.

CHAIRMAN

1.Bhagyanagar India Limited

2.Surana Telecom and Power Ltd

3.Surana Ventures Limited DIRECTOR: 1.Bhagyanagar Energy & Telecom Pvt. Ltd 2.Every Time Foods Industries (P) Ltd

3.Bhagyanagar Telecom Limited

4.Bhagyanagar Entertainment Ltd

5.Innova Technologies Pvt Ltd

6.Scientia Infocom India Pvt Ltd 7.Bhagyanagar Foods& Beverages Pvt Ltd

8.Bhagyanagar Metals Limited

9.Surana Infocom Private Limited

10.Globecom Infotech Pvt Ltd

11.Bhagyanagar Infrastructure Ltd 12.Bhagyanagar Entertainment & Infra Development Company Private Limited

2 Shri.Narender Surana Age: 49 years SY 622, PT-02, Arihant Enclave, Akbar Road, Opp Adrin HSG Complex Secunderabad -09

B.E (Chemical)

Shri.Narender Surana, is a Chemical Engineer. He is the Manging Director of Bhagyanagar India Limited, a Flagship Company of the Surana Group. He has been the President of Federation of Andhra Pradesh Chambers of Commerce and Industry (FAPCCI) and

MANAGING DIRECTOR:

1.Surana Ventures Limited

2.Bhagyanagar India Ltd DIRECTOR:

1.Bhagyanagar Entertainment Ltd

2.Surana Infocom Private Ltd 3.Bhagyanagar Energy& Telecom Pvt Ltd 4.Every time Foods Industries Pvt. Ltd.


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Ph. No. 040-27845119

is at present the President of the Federation of Indian Chambers of Commerce and Industry (FICCI). He has over 17 years of experience in the Telecom Cable Industry.

5.Scientia Infocom India (P) Ltd

6.Bhagyanagar Infrastructure Ltd

7.Bhagyanagar Entertainment & Infra Development Company Pvt Ltd

8.Bhagyanagar Metals Limited

9.AP Golden Apparels (P) Ltd 10.Bhagyanagar Aviation and Cargo Services Pvt .Ltd.

11.Green Energy Systems Pvt. Ltd.

12.Savitrimata Realtors Pvt. Ltd.

13.Surana Biochemicals Pvt. Ltd. 14.Advantage Real Estate India Pvt.Ltd.

15.Tranquil Avenues India Pvt. Ltd.

16.Royal Skyscrapers India Pvt. Ltd.

17.Surana Technopark Pvt. Ltd. 18.Bhagyanagar Properties Private Limited

19.Bhagyanagar Securities Pvt. Ltd.

20.Innova Technologies (P) Ltd 21.Value Infrastructure and Properties Pvt Ltd.

22.Surana Ventures Limited

23.Shahsons Private Limited 24.Sapthagiri Infrastructures & Developers Pvt. Ltd

25.Bhagyanagar Ventures (P)Ltd

26.Genten infra-Projects Pvt ltd.

3 Shri.Devendra Surana Age: 45 years 21P&T Colony Secunderabad-500003 Ph. No.040-27845119

B.E (MECHANI

CAL)

Shri Devendra Surana is a Mechanical Engineer and holds a Post Graduate Diploma in Management From IIM, Bangalore. and chosen as the Best Brain of the batch. He has been in the field of Ferrous & Non –Ferrous & Telecom Industry for the last Ten Years. He was also the President of Young Entrepreneurs Organisation (Y.E.O) of A.P Chapter.

MANAGING DIRECTOR: Bhagyanagar India Limited DIRECTOR: 1.Surana Telecom and Power Ltd 2.Bhagyanagar Entertainment Ltd 3.Surana Infocom Private Limited 4.Every time Foods Industries Pvt Limited 5.Scientia Infocom India (P) Ltd 6.Bhagyanagar Infrastructure Ltd 7.Bhagyanagar Entertainment & Infra Development Company Pvt Ltd8.Bhagyanagar Foods & Beverages Pvt Ltd

9.AP Golden Apparels (P) Ltd 10.Bhagyanagar Capital Pvt Ltd 11.Globecom Infra Ventures India Pvt. Ltd.


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12.Bhagyanagar Aviation and Cargo Services Pvt.Ltd. 13.Green Energy Systems Private Ltd. 14.Epicenter Entertainment Pvt Ltd 15.Surana Biochemicals Pvt. Ltd. 16. Advantage Real Estate India Pvt.Ltd. 17.Tranquil Avenues India Pvt. Ltd. 18.Surana Technopark Pvt. Ltd. 19.Bhagyanagar Properties Pvt Ltd 20.Bhagyanagar Securities Pvt. Ltd. 21.Value Infrastructure and Properties Pvt.Ltd 22.Metropolitan Ventures India Ltd 23.Surana Ventures Limited 24.Majestic Logistics Private Ltd 25.Celestial Avenues Private Ltd 26.Bhagyanagar Ventures Pvt Ltd 27.Shahsons Private Limited 28.Bhagyanagar Telecom Limited 29.Genten infra-Projects Pvt ltd. 30.Savitrimata Realtors Pvt. Ltd.

4

Shri.O. Swaminatha Reddy Age: 79 years Plot No 813, (MCH No.234) Road No.41, Jubilee Hills Hyderabad-33 Ph.No.040-23541454

B.Com (Hons)., A.C.A.

Sri Swaminatha Reddy a Commerce graduate and fellow member of The Institute of Chartered Accountants of India , New Delhi.Being The former Chairman of Andhra Bank and also former Chairman and Managing Director of APSFC, he had a rich experience of almost four decades. He has been the Director of the Company since 1994, and guiding the Company in the areas of Financial Decision Making and Management Policies ever since.

CHAIRMAN : 1.Sagar Cements Ltd., 2.Sagar Power Ltd., 3. T.C.I Finance Ltd., 4. Sujana Resorts Ltd DIRECTOR:

1. Transport Corp. Of India Ltd.,

2. Bhagyanagar India Ltd., 3. K.C.P. Limited 4. E.P.R. Pharmaceuticals pvt

Ltd 5. E.P.R. Gene Technologies

Pvt Ltd 6. E.P.R. Center for Cancer

Reasearch & Biometrics Pvt Ltd

7. K.M Power Pvt. Ltd 8. TCI Developers Ltd 9. Surana Ventures Ltd 10. Thembu Power Pvt Ltd


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5

Shri. R.Surender Reddy Age: 78 years 1-10-147 Begumpet Hyderabad-16 Ph.No.9818052255

B.Com Shri. R. surrender Reddy a Graduate, having almost Three decades of experience in various fields of Industry .He was well Known for his social and political activities in the State of A.P.He has been guiding the Company as an Independent Director since 1989.

CHAIRMAN: Hyderabad Race Club, Surya Latha Spinning Mills Ltd.., Suryaamba Spinning Mills Ltd DIRECTOR: 1.Bhagyanagar India Ltd 2.Suryavanshi Spinning Mills Ltd., 3.Surya Kiran International Ltd 4.Novopan Industries Ltd., 5.Surya Lakshmi Cotton Mills Ltd., 6.Lakskmi Finance & Indl. Cropn. Ltd., 7.Surana Ventures Limited.

6 Shri.S. R.Vijayakar Age: 80 years D/9, Vikrampuri Secunderabad-3 Ph.No.040-27848533

B.E (Chemical & Mechanical)

Four Decades of Experience in Electricals & Electronics in various capacities. He was the General Manager for E.C.I,and also acted as Chairman and Managing Director of the said Corpn., He was also the secretary of The Department of Electronics of Government of India. After retirement from the services he was the Chairman for Maharashtra Electronics Limited, Advisor – E.T &T.D.C etc.,

DIRECTOR: 1.TVS Electronics Ltd 2.SPEL Semiconductor Limited 3.Surana Ventures Limited.

7. Dr R.N. Sreenath Age: 69 years No.2401, 8th Main 22nd Cross Banasankari Second Stage, Bangalore- 560 070 Ph.No.080-26766585

M.Sc. Ph.D (I.I.SC.) Field of Specialization Semiconductor & Solar Photo voltaic Technology

Dr R.N.Sreenath, has over 42 years of experience out of which 25 years of experience in Semiconductor technology and balance 17 years in Solar Photovoltaic Technology BEL, Bangalore for Over 33 years from 1966 to 1999. He has served on the following companies as Senior Vice President and head of solar factory: 1.BEL, Bangalore : Over 33 years from 1966 to

DIRECTOR: 1. Bhagyanagar India Limited

2. Surana Ventures Ltd

3 . Udhaya Semiconductors Ltd

4. USL Photovoltaics Pvt. Ltd. 5. Maharishi Solar Technology

Pvt. Ltd


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1999. 2. Maharishi Solar Technology Pvt Ltd, New Delhi(factory in A.P): 9 years from 1999 to till date

He has expertise in the following areas

i) Capability to set up any discrete semiconductor project and successful productionisation.

ii) Capability to set up Solar Photovoltaic project and successful productionisation.

iii) Capability for Commercial exploitation of any of the Semiconductor and Solar Photovoltaic projects & products.

8 SHRI MANISH SURANA Age: 24 years SY 622, PT-02, Arihant Enclave, Akbar Road, Opp Adrin HSG Complex Secunderabad -09 Ph.No.040-27845119

BBM Shri Manish Surana holds a Bachelors degree in Business Management from ICFAI and is technologically savvy management graduate with multiple job experiences (part time). He secured 99.42 % in CAT results and has a score of 700 points in GMAT. His internship/Job profile includes the following:Surana Telecom and Power Ltd – Helped in the establishment and commissioning of the power cable plant in the year 2006 with a total capacity 4000 cable kilometers. Bhagyanagar India Limited – NSE/BSE listed company with approx.

DIRECTOR: 1 Surana Ventures Limited 2 Blossom Residency Private Limited 3 Celestial Avenues Private Limited 4 Majestic Logistics Private Limited 5 Epicenter Entertainment Pvt Ltd 6 Bhagyanagar Ventures Limited 7 Metropolitan Ventures India Limited 8 Innova Biotech India Pvt Limited 9 Innova Infrastructure Pvt Limited 10 Site Tonic Web Solutions Pvt Limited 11 Bhagyanagar Foods &Beverages Pvt Ltd 12.Scientia Infocom India Pvt Ltd 13.Bhagyanagar Telecom Ltd 14.Bhagyanagar Infrastructure Ltd 15.Bhagyanagar Properties Pvt Ltd 16.Bhagyanagar Aviation & Cargo Services Pvt Ltd 17.Bhagyanagar Metals Ltd


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$150mn market. Worked as management executive overlooking financial and technical aspects at their 1.5 million square feet IT project site with a value of $90 million for their client Megasoft Ltd.(2007 January to present

18.Corpmedia Publications India Pvt Ltd

Shareholding of Directors in the Company as on August 21, 2010. : Sl No. Name No of shares held % of Total Shares 1 G M SURANA 622279 2.53 2 NARENDER SURANA 2656927 10.80 3 DEVENDRA SURANA 2273022 9.24 4 O SWAMINATHA REDDY - - 5 R SURENDER REDDY - - 6 S R VIJAYAKAR - - 7 DR. R. N. SREENATH - - 8 MANISH SURANA 457313 1.86

Corporate Governance: The provisions of the listing agreement to be entered into with the Stock Exchange with respect to Corporate Governance will be applicable to the Company immediately upon the listing of its Equity Shares on the Stock Exchange. However, the Company is compliant with the provisions of Clause 49 of the Listing Agreement and the details are as follows: (a) Composition of Board of Directors: Sl No. Name Designation 1 G M SURANA CHAIRMAN (NON-EXECUTIVE) 2 NARENDER SURANA MANAGING DIRECTOR 3 DEVENDRA SURANA DIRECTOR 4 O SWAMINATHA REDDY INDEPENDENT DIRECTOR 5 R SURENDER REDDY INDEPENDENT DIRECTOR 6 S R VIJAYAKAR INDEPENDENT DIRECTOR 7 DR. R. N. SREENATH INDEPENDENT DIRECTOR 8 MANISH SURANA EXECUTIVE DIRECTOR


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(b) Composition of Audit Committee The Composition of the Audit Committee is as under: O SWAMINATHA REDDY - CHAIRMAN G M SURANA - MEMBER R SURENDER REDDY - MEMBER S R VIJAYAKAR - MEMBER

(c) Composition of Shareholders Grievance / Allotment and Transfer Committee The Composition of the Investor Grievance Committee is as under: G M SURANA - CHAIRMAN NARENDER SURANA - MEMBER DEVENDRA SURANA - MEMBER

Change in Board of Directors since the Company’s inception:

Sl No.

Name Date of Appointment

Date of Resignation

Remarks

1 G M SURANA August 7, 2010 NA - 2 NARENDER SURANA April 11, 2008 - Resigned as Nominee of

Bhagyanagar India Limited on 15.07.2010 and was appointed as Director on the same day. Was appointed on 07.08.2010

as MD w.e.f 08.08.2010 3 DEVENDRA SURANA April 11, 2008 Resigned as Nominee of

Bhagyanagar India Limited on 15.07.2010 and was appointed as Director on the same day.

4 O SWAMINATHA REDDY August 7, 2010 - 5 R SURENDER REDDY August 7, 2010 - 6 S R VIJAYAKAR August 7, 2010 - 7 DR. R. N. SREENATH August 7, 2010 - 8 MANISH SURANA April 11, 2008 Resigned as Nominee of

Bhagyanagar India Limited on 15.07.2010 and was appointed as Director on the same day. Was appointed on 07.08.2010

as ED w.e.f 08.08.2010 9 MS. VINITA SURANA September

22,2008 August 8, 2010

Appointed on 22.09.2008 as Nominee of Surana Telecom

and Power Limited and resigned as such on

08.08.2010 10 S. BALASUBRAMANIAN May 10, 2008 August 8,

2010 Appointed on 10.05.2008 as Nominee of Surana Telecom

and Power Limited and resigned as such on

08.08.2010


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Employees: Upon effectiveness of the Scheme all permanent employees employed / engaged in the Solar undertaking as on the Effective date of the Scheme have been transferred to the Company and their services will be treated as uninterrupted for the purposes of calculating employee benefits.

IX-B. FINANCIAL STATEMENTS – SURANA VENTURES LIMITED A. FINANCIAL STATEMENTS FOR LAST 3 YEARS (Rs. in lakhs except share data)

As at and for the year ended March 31

2008 2009 2010 Sales and other income 0.03 30.37 3,163.02 Profit after Tax (4.32) (73.26) 621.11 Equity Capital 100.00 1,500.00 900.00 Equity Capital Suspense - - 1,560.33 Reserves and Surplus - - 543.24 Earning Per Share(Basic) Rs. - - 10.35 Earning Per Share(Diluted) Rs. - - 2.61 Book Value 10.00 10.00 11.05


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B. FINANCIAL STATEMENT AS AT SEPTEMBER 30, 2010

AUDITOR’S REPORT

SEKHAR & CO. CHARTERED ACCOUNTANTS

To Board of Directors of Surana Ventures Limited We have audited the quarterly financial results of Surana Ventures Limited for the quarter ended 30th September 2010 and the year to date results for the period 1st April 2010 to 30th September 2010 attached herewith. These quarterly financial results as well as the year to date financial results have been prepared on the basis of the interim financial statements , which are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial results based on our audit of such interim financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard (AS) 25, Interim Financial reporting, issued pursuant to the Companies (Accounting Standards) Rules, 2006 as per Section 211 (3C) of the Companies Act, 1956 or by the Institute of Chartered Accountants of India and other accounting principles generally accepted in India. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion. In our opinion and to the best of our information and according to the explanations given to us these quarterly financial results as well as the year to date results:

i. Give a true and fair view of the net profit and other financial information for the quarter ended 30th September 2010 as well as the year to date results for the period from 1st April 2010 to 30th September 2010

For Sekhar & Co Chartered Accountants

Firm Regd No 003695-S

G Ganesh Place : Secunderabad Partner Date : 10th November 2010 M. No. 211704


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Balance Sheet as on 30 th September 2010

As at As at

30.09.2010 31.03.2010

Sch.No. Rs.

(Audited) Rs.

(Audited)

I. Sources of Funds

Share Capital 1 246,033,000 90,000,000

Share Capital Suspense - 156,033,000

Reserves & Surplus 2 142,419,313 54,323,809

Share-Holders Funds 388,452,313 300,356,809

Secured Loans 3 90,973,962 78,500,000

Unsecured Loans 4 108,715,165 18,950,818

Total 588,141,440 397,807,627

II. Application of Funds

Gross Block 5 294,234,236 243,908,213

Less: Accumulated Depreciation 13,245,239 6,445,352

Net Block 280,988,997 237,462,861

Captial Work-in-Progress - 2,521,871

Investment (At Cost) 6 200,000 200,000

Current Assets, Loans and advances

Inventories 7 236,788,882 194,531,692

Sundry Debtors 8 56,747,036 24,087,658

Cash & Bank Balances 9 50,091,587 41,805,387

Loans & Advances 10 82,948,608 70,905,465

426,576,113 331,330,202

Less: Current Liabilities & Provisions

Current Liabilities 11 93,545,487 163,487,356


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Provisions 12 23,100,000 10,452,000

116,645,487 173,939,356

Net Current assets 309,930,626 157,390,846

Miscellaneous Expenses

(to the extent of not adjusted or written off )

Preliminary Expenses 13 17,778 35,556

Deferred tax Assets 14 (2,995,961) 196,493

Notes to Accounts 20

Total 588,141,440 397,807,627 STATEMENT OF PROFITS AND LOSSES FOR THE PERIOD ENDED SEPTEMBER 30, 2010

For the Period 30.09.2010

Rs. (Audited)

For the year 2009-10

Rs. (Audited)

Sch.No.

INCOME

Income from Operations 15 510,011,235 293,383,683

Other Income 16 12,218,933 22,918,090

Total Income 522,230,168 316,301,773

EXPENDITURE

Materials 17 339,647,253 202,522,065

Expenses 18 45,629,364 35,773,039

Interest and Financial Charges 19 10,830,181 6,719,568

Depreciation 6,799,887 1,744,171

Total Expenses 402,906,685 246,758,843

Profit Before tax and exceptional items for the year 119,323,483 69,542,930

Exceptional Items

Prior period adjustments - Expenses - 17,919

Amortisation of Goodwill 3,570,240 7,140,481


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Profit before Taxation and after exceptional items 115,753,243 62,384,530

Provision for Taxation

Income Tax 23,100,000 10,452,000

Deferred tax 3,192,454 (196,493)

MAT credit 1,365,283 (9,973,184)

Tax for earlier years - (9,000)

Profit after Taxation 88,095,506 62,111,207

Balance B/F from Previous Year 39,323,807 (7,787,398)

Amount available for appropriation 127,419,313 54,323,809

Transfer to Debenture Redemption Reserve 7,500,000 15,000,000

Surplus carried to Balance sheet 119,919,313 39,323,809

Schedules to the Balance Sheet

Schedule - 1 As at As at

Share Capital 30.09.2010 31.03.2010

Rs. Rs.

5,00,00,000 Equity Shares of Rs 10/- Each

(Previous year 5,00,00,000/- 10/-each) 500,000,000 500,000,000

ISSUED, SUBSCRIBED AND PAID UP

2,46,03,300 Equity Shares of Rs 10/- Each

fully paid up.(Previous year 90,00,000 equity

Shares of Rs 10/-each) 246,033,000 90,000,000

246,033,000 90,000,000


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Reserves And Surplus 30.09.2010 31.03.2010

Rs. Rs.

Debenture Redemption Reserve-

Opening Balance

15,000,000 -

Add: Created out of profits of the period

7,500,000 15,000,000

Balance as at close of the period

22,500,000 15,000,000

Profit & Loss Account (as per annexed account)

119,919,313 39,323,809

Total 142,419,313 54,323,809

Schedule - 3

As at

As at

Secured Loans 30.09.2010 31.03.2010

Rs. Rs.

12% No-convertble secured redeemable Debentures

60,00,000 Debentures 60,000,000 60,000,000

Term Loan from Bank 30,973,962 18,500,000

90,973,962 78,500,000


Unsecured Loans 30.09.2010 31.03.2010

Rs. Rs.

Loan from Body Corporate/Shareholders 108,715,165 18,950,818

108,715,165 18,950,818


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Schedule -5 Fixed Assets (Amount in Rs)

Gross Block Depreciation Net Block

Cost as on Additions in Deletions

in Cost as on Up to for the

delet

ions Up to As on As on

Name of the Asset 01.04.10 the year the year 30.09.10 01.04.10 Year 30.09.10 30.09.10 31.03.10

Land -Freehold -Factory 3,205,597 -

-

3,205,597

- -

- -

3,205,597

3,205,597

Land -Free hold-Wind Power 1,915,800

6,800,000 -

8,715,800

- -

- -

8,715,800

1,915,800

Land -Lease hold-Fab City 20,287,626 -

326,464

19,961,162

- -

- -

19,961,162

20,287,626

Factory Building 16,015,892

2,749,871 -

18,765,763

2,880,949

666,742

- 3,547,691

15,218,072

13,134,943

Plant & Machinery-Wind Power 149,584,200 31,700,000

600,000

180,684,200

21,638

3,937,769

- 3,959,407

176,724,793

149,562,562

Plant & Machinery 21,890,029 10,487,640 -

32,377,669

3,361,027

1,680,413

- 5,041,440

27,336,229

18,529,002

Electrical Installation 616,802 -

-

616,802

-

42,899

- 42,899

573,903

616,802

Office Equpment 174,694

285,894 -

460,588

25,051

22,149

- 47,200

413,388

149,643

Furniture & Fittings -

17,594 -

17,594

-

548

- 548

17,046

-

Computer 391,276

105,665 -

496,941

156,687

54,751

- 211,438

285,503

234,589

Vehicles 1,264,371

2,676,064 -

3,940,435

-

394,617

- 394,617

3,545,818

1,264,371

Goodwill 28,561,926 -

3,570,241

24,991,685

- -

- -

24,991,685

28,561,926

Total 243,908,213 54,822,728

4,496,705

294,234,236

6,445,352

6,799,887

- 13,245,239

280,988,997

237,462,861

Previous Year 20,219,554

231,482,067

7,793,408

243,908,213

4,701,181

1,744,171 - 6,445,352

237,462,861


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Schedule - 6

Investments

Particulars As at 30.09.2010 As at 31.03.2010

Nos Amount Nos Amount

(Long-term, at cost)

Un-quoted

1 In Shares of joint stock companies

a In companies under the same Management

i Solar World Exchange Private Limited

20,000

200,000

20,000

200,000

(Equity shares of the face value of Rs 10 each)

Sub-total

200,000

200,000



Inventories 30.09.2010 31.03.2010

Rs. Rs.

Raw Materials (At Cost or net realisable value whichever ) 195,399,723 180,215,277

is lower)

Work in process (At cost or net realisable value 25,365,684 10,762,375

whichever is lower)

Finished Goods (At cost or net realisable value 16,023,475 3,554,040

whichever is lower)

236,788,882 194,531,692


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Sundry Debtors 30.09.2010 31.03.2010

Rs. Rs.

Unsecured and Considered Good

Debts outstanding for

-More than six months

790,692 -

-Others

55,956,344 24,087,658

56,747,036 24,087,658


Cash and Bank Balances 30.09.2010 31.03.2010

Rs. Rs.

Cash on hand 85,940 32,123

Balance with Scheduled Banks

In Current Account 6,290,289 17,178,040

In Deposit Account -Kept towards Margin Money 33,364,117 13,881,294

In Fixed Deposits 10,218,000 10,218,000

Accured Interest on deposits with Banks 133,241 495,930

50,091,587 41,805,387


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Loans And Advances 30.09.2010 31.03.2010

Rs. Rs.

Loans against pledge of Securities 35,717,552 35,570,553

Sundry Advances 98,046 51,850

Advance to Joint Venture Company 119,575 119,575

Balance with statutory authorities - 44,659

Advance taxes 15,025,674 8,757,712

Available Credit of MAT 8,607,901 9,973,184

Deposits 4,155,372 5,671,262

Advance to Suppliers 19,224,488 10,716,670

82,948,608 70,905,465


Current Liabilities 30.09.2010 31.03.2010

Rs. Rs.

Sundry Creditors 75,551,316 154,221,128

Other Liabilites 8,124,656 4,591,912

Book over draft with Bank - 133,403

Advance from Customers 9,869,515 4,540,913

93,545,487 163,487,356


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Provisions 30.09.2010 31.03.2010

Rs. Rs.

Provision for Taxation 23,100,000 10,452,000

23,100,000 10,452,000



Deferred tax Assets/(Liability) Net 30.09.2010 31.03.2010

Rs. Rs.

Opening balance of Deferred Tax Assets/(Liability) 196,493 -

Deferred Tax assets/(Liability) for the period (3,192,454) 196,493

Closing Balance of Deferred Tax Assets/(Liability) (2,995,961) 196,493



Preliminary Expenses 30.09.2010 31.03.2010

(to the extent of not adjusted or written off ) Rs. Rs.

Balance as at 01.04.2010 35,556 71,111

Less: Written off during the period 17,778 35,555

Balance as at close of the period 17,778 35,556


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Schedules to Profit & Loss Account

Schedule - 15 For the Period For the year

Income from Operations 30.09.2010 2009-10

Sale of Solar Cells 279,797,075 90,386,573

Sale of Solar Modules 256,513,205 209,391,346

Sale of Silicon waffers 28,997,000 -

Sale of Wind Power 1,835,162 -

Sale of other allied products 5,874,764 9,358,504

Gross Sales 573,017,206 309,136,423

Less: Inter-Unit sales 63,005,971 15,752,740

Net Sales 510,011,235 293,383,683


Other Income 30.09.2010 2009-10

Interest on Deposits 425,217 975,073

Interest on Loans 4,177,572 9,398,426

Dividend from Mutual Funds - 1,024,154

Gain on foreign Exchange fluctiation 7,615,564 11,481,910

Sundry Balance written back 580 28,327

Miscellaneous Income - 10,200

12,218,933 22,918,090


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Materials 30.09.2010 2009-10

RawMaterial Consumed

Opening Stock

Raw Materials 180,215,277 26,130,952

Add: Stock transfer from Surana Telecom

and Power Limited on merger - 149,512,836

Purchases including incidental expenses 444,910,413 216,731,394

Sub-Total 625,125,690 392,375,182

Less Closing Stock

- Raw Materials 195,399,722 180,215,277

Sub-Total 429,725,968 212,159,905

Less: Inter-Unit Sales/ Purchases 63,005,971 15,752,740

Raw materials Consumed ( A ) 366,719,997 196,407,165

Increase /Decrease in Stock

Opening Stock

- Work in Progress 10,762,375 -

- Finished Goods 3,554,040 -

- Stock transfer from Surana Telecom

and Power Limited on merger


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- Work in Progress - 16,311,025

- Finished Goods - 4,120,290

Sub-Total 14,316,415 20,431,315

Less Closing Stock

- Work in Progress 25,365,684 10,762,375

- Finished Goods 16,023,475 3,554,040

Sub-Total 41,389,159 14,316,415

Net (Increase)/Decrease in Stocks ( B ) (27,072,744) 6,114,900

TOTAL (A) + (B) 339,647,253 202,522,065



Expenses 30.09.2010 2009-10

Salaries & Wages 5,186,076 3,028,298

Contribution to PF and other funds 236,491 92,872

Staff Welfare Expenses 309,873 184,684

Power & Fuel 2,282,671 3,119,061

Processing and conversion charges 5,541,595 6,481,077

Stores & Spares 3,253,706 1,710,980

Packing & Forwarding 5,950,470 5,362,725

Printing and Stationary 253,934 277,335

Postage & Telephone Charges 649,266 117,704


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Insuranance 1,008,279 519,651

Rates & Taxes 388,904 138,343

Rebate and remission 1,028,267 -

Repairs & Maintenance to

-Building 532,724 -

- Machinery 136,622 616,129

- Others 116,650 -

Remuneration to Statutory Auditors

- Audit Fees - 80,000

- tax Audit fees - 30,000

- Out of Pocket expenses - 20,000

Office and Other Maintenance Expenses 68,224 12,994

Commission on sales 74,761 -

Testing /Certification Charges 131,393 284,958

Advertisement & Business Promotion 1,447,405 1,773,095

Legal and Licence fees 15,000 202,875

Professional & Consultancy Fees 535,521 47,641

Travelling & Conveyance 4,554,083 204,608

Lease premium amortised 326,464 652,927

Vehicle Maintainance & Fuel 76,741 40,613

Sundry Balance written off 1,162 16,756

Sales tax 10,488,196 10,472,916

Service Tax 53,158 84,761

Preliminary Expenses Written off 17,778 35,555

Other Expenses 963,950 164,481

45,629,364 35,773,039


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For the Period For the year

19. Interest and Financial charges 30.09.2010 2009-10

Interest on Cash Credit and Others 2,214,812 1,188,571

Interest on Term Loan 1,796,571 -

Financial Charges 3,218,798 1,930,997

Interest on debentures 3,600,000 3,600,000

10,830,181 6,719,568

Significant Accounting Policies and Notes on Accounts Forming Part of Balance Sheet as at 30th September 2010 and Profit & Loss Account for the period ended 30th September 2010 20. A. Significant Accounting Policies i. Basis of Preparation of Financial Statements.

The financial statements are prepared under the Historical cost convention with the generally accepted accounting principles in India and the provisions of the Companies Act, 1956.

ii. Use of Estimates.

The Preparation of Financial Statements requires estimates and assumptions to be made that effect the reported amount of assts and liabilities on the date of financial statements and reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known / materialized.

iii. Own Fixed Assets.

Fixed Assets are stated at cost net of modvat / cenvat / value added tax , less accumulated depreciation and impairment loss, if any. Any costs, including financing costs till commencement of commercial production, net charges on foreign exchange contracts and adjustments arising from exchange rate variations to the fixed assets are capitalized.


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iv. Leased Assets Premium Paid on Leased Assets is amortised over the lease period and the annual lease rentals are charged to Profit and Loss Account in the year it accrues.

v. Depreciation Depreciation is provided on written down value method, except for Wind Power Plant for which Straight Line Method is followed, at the rate and in the manner prescribed in Schedule XIV to the Companies Act, 1956.

vi. Impairment of Assets An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the Profit and Loss account in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

vii. Investments Current investments are carried at the lower of cost and quoted / fair value, computed category wise. Long Term Investments are stated at cost. Provision for diminution in the value of long-term investments is made only if such decline is other than temporary in the opinion of the management.

viii. Inventories

Items of Inventories are measured at lower of cost or net realizable value, after providing for obsolescence, if any. Cost of inventories comprises of all cost of purchase including duties and taxes other than credits under CENVAT and is arrived on First in First out basis. Semi Finished goods are valued at cost or net realizable value whichever is lower. Finished goods are valued at cost including excise duty payable or net realizable value whichever is lower. Cost includes Direct Material, Labour cost and appropriate overheads.

ix. Foreign Currency Transactions. Transactions in foreign currency are recorded at the exchange rate, prevailing on the date of transaction or at the exchange rates under the related forward exchange contracts. Profit/Loss on outstanding Foreign Currency contracts have been accounted for at the exchange rates, prevailing at the year end rates as per FEDAI/RBI.

x. Employee Retirement / Terminal Benefits The employees of the company are covered under Group Gratuity Scheme of Life Insurance Corporation of India. The premium paid thereon is charged to Profit and Loss Account. Leave Encashment liability is provided on the basis of best management estimates on actual entitlement of eligible employees at the end of the year.

xi. Provision, Continent Liabilities and Contingent Assets : Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past event and it is probable that there will be an outflow of resources. Contingent Liabilities which are not recognized are disclosed in notes. Contingent Assets are neither recognized nor disclosed in Statements.

xii. Turnover Turnover includes sale of goods, services, sales tax, service tax and adjusted


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for discounts (net), excise duty. Inter-Unit sales are excluded in the Main Profit and Loss account.

xiii. Revenue Recognition in Case of Real Estate Transactions Revenue in case of real estate transactions is made on the basis of concluded on contracts for sales and purchases.

xiv. Segment Reporting Company’s operating Businesses, organized & Managed unit wise, according to the nature of the products and services provided, are recognized in segments representing one or more strategic business units, that offer products or services of different nature and to different Markets. Company’s Operations could not be analyzed under geographical segments in considering the guiding factors as per Accounting Standard-17 (AS-17) issued by the Institute of Chartered Accountants of India.

xv. Provision for Taxation

Provision is made for Income Tax, estimated to arise on the results for the year, at the current rate of tax, in accordance with the Income Tax Act, 1961. Taxation deferred as a result of timing difference, between the accounting & taxable profits, is accounted for on the liability method, at the current rate of tax, to the extent that the timing differences are expected to crystallize. Deferred tax asset is recognized only to the extent there is reasonable certainty of realization in future. Deferred tax assets are reviewed, as at each Balance Sheet date to re-assess realization.

xvi. Excise and Customs Duty Excise and Customs Duty are accounted on accrual basis. CENVAT credit is accounted by crediting the amount to cost of purchases on receipt of goods and is utilized on dispatch of material by debiting excise duty account.

xvii. Prior Period Expenses / Income :

Prior period items, if material are separately disclosed in Profit & Loss Account together with the nature and amount. Extraordinary items & changes in Accounting Policies having material impact on the financial affairs of the company are disclosed.

xviii. Sundry Debtors, Loans and Advances

Doubtful Debts/Advances are written off in the year in which those are considered to be irrecoverable.

xix. Earnings per Share The Company reports basic and diluted earnings per share in accordance with Accounting Standard-20 (AS-20) issued by the Institute of Chartered Accountants of India. Basic earnings per share are computed by dividing the net Profit or Loss for the year by the Weighted Average number of equity share outstanding during the year. Diluted earnings per share is computed by dividing the net profit or loss for the year by weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares, except where the results are anti-dilutive.


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20 B Notes on Accounts

1. Share Capital

Since the scheme of demerger has become effective, equity shares have been allotted to

the share holders of M/s Surana Telecom and power Limited and the amount of Rs

15,60,33,000/- as disclosed on the face of the Balance Sheet under the head “Share

Capital Suspense Account’’ as on 31.03.2010 has been transferred to Share Capital

Account. Share Capital of the company as on 30.09.2010 is summarized below.

(Rs in Lakhs)

Particulars As on 30.09.10 As on 31.03.10

Share Capital 900.00 900.00

Share Capital Suspense account - 1560.33

Add: Amount transferred to

Capital on allotment of shares 1560.33

Balance as at the end of the period 2460.33 2460.33

2. Debenture & Redemption Reserve

In compliance with sec 117C of the Companies Act, 1956 the company has created Reserve

of 12.5 % amounting to Rs 75 lacs of the value of debentures issued, in terms of the

Scheme of merger out of the Profit of the company for the period ended 30 th September

2010.

3. Capital Work in Progress (Amount in Lakhs) Opening Balance as on 01.04.2010 Rs 25.22 Less: Amount capitalized on completion of Factory

Building during the period Rs 25.22

4. Contingent Liability Article I. Estimated amount of contingent liability which is not acknowledged as debts and claims against the Company and not provided are as follows.

Rs in Lakhs

Particulars As on 30.09.2010

As on 31.03.2010

Unexpired Letters of Credit/ Bank Guarantee 655.34 144.26

5. Deferred Tax

Deferred tax Assets/(Liability) Net As at

30-09-2010

As at

31-03-2010


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In Lakhs In Lakhs

Deferred Tax Assets/(Liability 1.96 -

Depreciation –Timing Difference (31.92) 1.96

Deferred Tax Assets/(Liability) (29.96) 1.96

6. Related Party Disclosures:

1) A. Relationship

Entities in which Directors are

Interested

Associate Companies

Key Management Personnel

Bhagyanagar India Limited

Solar World Exchange Pvt Ltd

G.M. Surana

Surana Telecom and Power Ltd Narender Surana

Bhagyanagar Infrastructure Pvt. Limited Devendra Surana Bhagyanagar Properties Pvt. Limited Manish Surana Green Energy Systems Pvt. Ltd.

Scientia Infocom India Pvt. Limited Bhagyanagar Telecom Limited Bhagyanagar Metals Limited Bhagyanagar Energy & Telecom Pvt. Limited

Bhagyanagar Entertainment Limited Bhagyanagar Ventures Limited

Metropolitan Ventures India Limited

GMS Realtors Private Ltd

Innova Technologies Pvt.Limited Advantage Real Estate India Private Limited

Tranquil Avenues India Private Limited Majestic Logistics Private Limited Value Infrastructure and Properties Pvt Ltd

Every Time Foods Industries Pvt Limited

Surana Infocom Pvt.Limited


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Innova Biotech India Pvt Limited Innova Infrastructure Pvt Limited

Epicentre Entertainment Pvt Limited Royal skyscrapers India Pvt Limited Sitetonic websolutions Pvt Limited Surana Biochemicals Pvt Limited

B. Related Party Transactions: (Rs in Lakhs)

Particulars For the half Year ended 30 th

September 2010

For the Year ended 31 st March 2010

Sales to Related Parties Purchases from Related Parties Jobwork to Related Parties Interest Paid to Related parties Share Application money paid to Related Parties Unsecured Loans received from Related parties Un Secured Loans paid to Related Parties Investments in shares of Related Parties

193.46

480.22

16.52

22.14 -

2068.52

981.38 -

44.34

113.19 - -

205.00

189.50 -

365.53

7. Additional information pursuant to provision of paragraph 3,4C and 4D of Part VI of the Companies Act 1956.

A) Capacity and Production

Installed Capacity Production

Particulars Unit 2010-11 2009-10 2010-11 2009-10

Solar Modules Megawatts 60 40 4.029 2.559

Street Lights Sets 5000 5000 - -

Power Pacs Sets 5000 5000 - -

LED Lights Sets 10000 10000 - -

Wind Power Megawatts 3.40 2.65 - -


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B) Turnover

Particulars Unit For the

half Year

ended

30.09.10

(Qty)

For the

Year

ended

31.03.10

(Qty)

For the half

Year ended

30.09.10 (Rs

in Lacs)

For the Year

ended

31.03.10(Rs

in Lacs)

Solar Modules Megawatt 3.832 2.550 2565.13 2093.91

Solar Cells Nos 1213439 1727608 2167.91 903.87

Multi Crystalline

wafers

Nos 222200 - 289.97 -

Solar–Other Allied

Products

- - 58.75 93.58

Wind Power Megawatt 0.54 - 18.35 -

Sub Total 5100.11 3091.36

Less: Inter Unit

Sales

- 157.53

Total 5100.11 2933.83

C) Opening Stock and Closing Stock of Finished Goods

Opening Stock Closing Stock Particulars As on

01.04.10Quantity

As on 01.04.09 Quantity

As on 01.04.10 Value Rs in Lakhs)

As on 01.04.09 (Value Rs in Lakhs)



As on 30.09.10 Value Rs in Lakhs)

As on 31.03.10 (Value Rs in Lakhs)

Solar Modules (megawatts )

0.049

-

35.54

-

0.246

0.049

160.23

35.54

Total 35.54 160.23 35.54


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D) Raw material Consumed

Particulars Units For the half year

ended 30.09.10

(Qty)

For the Year

ended 31.03.10

(Qty)

For the half

Year ended

30.09.10

(Rs in acs)

For the

Year ended

31.03.10(Rs

in Lacs)

Solar Cells Nos 2789854 2151555 2258.81 1522.21 P.V Back Sheet Sqm 102626 72084 220.28 30.34 T.T. Glass Sqm 49984 115549 220.05 140.73 E.V.A Sqm 77661 86192 90.79 102.34 Aluminum Channels

Nos. 80676 72165 140.86 106.66

Junction Boxes Nos. 106087 130890 60.06 11.49 Silicon wafer Nos

24947 - 50.51

Led/ Street Light Nos 519 14.73 - Solar Modules watts 395.14 - Other Material and Incidental Exp

215.97 207.84

Sub Total 3667.20 2121.60

Less: Inter unit Purchases

- 157.53

Total 3667.20 1964.07

E) Value of Imported & Indigenous Raw Material and Components Consumed

Particulars

For the half Year ended 30th September, 2010

For the Year ended 31 st March 2010

Value In Lakhs

Percentage

Value In Lakhs

Percentage

Imported 2326.90 63.45 1342.81 63.29 Indigenous 1340.30 36.55 778.79 36.71

Total 3667.20 100% 2121.60 100%

F) Income & Expenditure in Foreign Currency

Particulars For the half Year ended 30 th

September, 2010

For the Year ended 31 st

March, 2010 Raw Material 1830.68 1356.01 Expenditure in Foreign Currency (Traveling)

33.90 -

Expenditure in Foreign Currency (Capital Items)

71.94 5.94

Earnings in foreign Currency 849.11 53.41 Previous figures have been regrouped and recast wherever necessary to make them comparable with current year’s figures.


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X. PROMOTER AND GROUP COMPANIES Promoters: 1. The details of the Promoters are given below: A. Individual Promoters S.No Name of The Director &

Address Qualification Experience & Background

1 Shri. G.M Surana

Age : 79 years 21P&T Colony Secunderabad-500003 Ph. No. 040-27845119

B.com., LL.B.

Shri.G.M.Surana, graduate in Commerce and law from Osmania University, is the Chairman of the Company and heads the Surana Group of Industries. He had around 2 decades of rich experience in the Ferrous & Non- Ferrous metal industry in his capacity as promoter, Director, Partner of the various units belongs to the Surana Group. Shri G.M Surana was the former Chairman of the Federation of Andhra Pradesh Chamber of Commerce and Industry (FAPCCI),former Director of Indian Overseas Bank, former Director of Andhra Pradesh State Trading Corporation,(APSTC), besides being the Member of Govt. Advisory Board, Minimum Wages Board. He is actively involved in various philanthropic activities.

2 Shri.Narender Surana

Age : 50 years

SY 622, PT-02, Arihant Enclave, Akbar Road, Opp Adrin HSG Complex Secunderabad -09 Ph.No. 040-27845119

B.E (Chemical)

Shri.Narender Surana, is a Chemical Engineer. He is the Managing Director of Bhagyanagar India Limited and Director in Surana Telecom and Power Limited, which are listed Companies under the Surana Group. He has been the President of Federation of Andhra Pradesh Chambers of Commerce and Industry (FAPCCI) and is at present the Chairman of the Federation of Indian Chambers of Commerce and Industry (FICCI). He has over 23 years of experience in the Telecom Cable Industry

3 Shri.Devendra Surana

Age : 45 years 21P&T Colony Secunderabad-500003 Ph. No.040-27845119

B.E (MECHANICA

L)

Shri Devendra Surana is a Mechanical Engineer from Osmania University and holds a Post Graduate Diploma in Management From IIM, Bangalore. and chosen as the Best Brain of the batch. He has been in the field of Ferrous & Non –Ferrous & Telecom Industry for 21 Years. He was also the Founder President of Young Entrepreneurs Organisation (Y.E.O) of Hyderabad Chapter. He is elected as the Vice-President of Federation of Andhra Pradesh Chambers of Commerce and Industry (FAPCCI) in the year 2010.


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4 Shri Manish Surana

Age : 24 years

SY 622, PT-02, Arihant Enclave, Akbar Road, Opp Adrin HSG Complex Secunderabad -09 Ph.No.040-27845119

BBM Shri Manish Surana holds a Bachelors degree in Business Management from ICFAI and is technologically savvy management graduate with multiple job experiences (part time). He secured 99.42 % in CAT results and has a score of 700 points in GMAT. His internship/Job profile includes the following:Surana Telecom and Power Ltd – Helped in the establishment and commissioning of the power cable plant in the year 2006 with a total capacity 4000 cable kilometers. Bhagyanagar India Limited – NSE/BSE listed company with approx. $150mn market. Worked as management executive overlooking financial and technical aspects at their 1.5 million square feet IT project site with a value of $90 million for their client Megasoft Ltd.(2007 January to present).

5 Smt Sunita Surana

Age : 48 years

SY 622, PT-02, Arihant Enclave, Akbar Road, Opp Adrin HSG Complex Secunderabad -09 Ph.No.040-27845119

B Sc. Smt Sunita Surana is a Graduate in Science, has wide experience in the Telecom Industry. She is working with M/s Surana Telecom and Power Ltd, ( Promoter Company of M/s Surana Ventures Limited) as “Public Relations (Manager)” and handling Administration and Public Relations in telecom division. She had developed a good rapport with the Telecom circles and QA Organisation by virtue of her experience and has been serving M/s Surana Telecom and Power Limited in the fields of Marketing, Communications, Technology, R & D, etc.

6 Namrata Surana

Age : 42 years 21P&T Colony Secunderabad-500003 Ph. No.040-27845119

B Com. Smt Namrata Surana is a Graduate in Commerce. She is working with M/s Bhagyanagar India Limited ( Promoter Company of M/s Surana Ventures Limited) as “Public Relations (Manager) and handling Administration and Public Relations. She had developed a good rapport and QA Organisation by virtue of her experience and is serving M/s Bhagyanagar India Limited in the fields of Marketing, Communications, Technology, R & D, etc.

7 S.Balasubramanian

Age : 54 years

Shubha Graha, Indraprastha Colony Bagh Amberpet,. Hyderabad-500013. Ph. No.040-27845119

B Sc. & PG Diploma in Public Relation

Shri S.Balasubramanian is a Graduate in Science and a Post Graduate Diploma in Public Relation has wide experience in the Telecom Industry. He worked with Hindustan Cables Ltd handling Administration and Public Relations, Research & Devp. etc., and also worked with Sterlite Industries (I) Ltd, as GM(Mktg & Business co-ordinator) in telecom division. He had developed a good rapport with the Telecom circles and QA Organisation by virtue of his experience. He had built a vibrant marketing team at all India level. He served M/s Surana Telecom and Power Limited ( Promoter Company of M/s Surana Ventures Limited) in


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the fields of Marketing, Communications, Techno-logy, R & D, etc., in the capacity of V.P. (Marketing).

B. Promoting Companies 1.Bhagyanagar India Limited :

a. Incorporation & registered office: The Company was originally incorporated as Bhagyanagar Metals Limited on September 2, 1985 under the Companies Act, 1956 with Registrar of Companies, Mumbai and obtained the certificate of commencement of business on September 9, 1985. Later the Company changed the registered office from Registrar of Companies, Mumbai to Registrar of Companies, Hyderabad. The Company changed the name from Bhagyanagar Metals Limited to Bhagyanagar India Limited on August 10, 2006. Bhagyanagar India Limited, a public limited company incorporated under the Act , having its registered office situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003. b. Principal Business

Bhagyanagar India Ltd (BIL) incorporated in the year 1985, is the flagship Company of Surana

Group. BIL is one of the oldest industrial houses in India which has diverse business streams such

as manufacturing of various Copper products, Real Estate & Infrastructure, Non conventional

energy (Wind). Empowered by a professional team of visionaries, with an experience of over four

decades BIL has steadily grown over the years with a continued focus on customer satisfaction,

evolving itself into country’s one of the most promising mid cap companies with a steady increasing

investor base.

i. Copper Products: Auto Components, Solar and Electrical Engineering The Company is engaged with manufacturing of value added products such as Copper Field Coils (for Auto Electrical), Copper Fins (for Solar Water Heaters) and Busbars for Electrical Engineering with regular supplies to various OEMs such as Lucas TVS Limited, MICO, Commutator, Emvee Solar, Amar Raja Batteries, HBL Nife and many other leading OEMs. The manufacture of copper rods with capacity of 12000 MTs has today being converted into manufacture of Copper Rods, Foils, Pipes, Sheets, Strips and Insulated Conductors. ii. Non Conventional Energy Division: As a part of its Corporate Social Responsibility, and in view raising global concerns over Global warming, BIL in the year 2006, the Company has forayed into the non conventional energy sector with a wind power project with an initial installed capacity of 5 MW at Kapatigudda, Karnataka State. It was further expanded to 9.0MW in 2007. BIL is committed to its social responsibility and endeavors to consistently expand its generation capacity. In 2009, the Company has added another 1.5MW Wind Turbine Generator in State of Tamilnadu, making the total installed capacity at 10.5MW/Annum.


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In 2010, The Company has installed 1.65 MW Wind Turbine Generator in the state of Tamilnadu which was commissioned on 08.03.2010. This takes the overall installed capacity to 12.15 MW. c. Shareholding Pattern as on 30.06.2010

STATEMENT SHOWING SHAREHOLDING PATTERN IN CLAUSE-35

NAME OF THE COMPANY:BHAGYANAGAR INDIA LIMITED

SCRIP CODE: BHAGYNAGAR QUARTER ENDED: 30/06/2010

CATEGORY CODE




NO OF SHAREHOLDERS





NUMBER OF SHARES

AS a PERCENTAGE




(1) INDIAN

(a) Individual /HUF 20 34269072 34268572 50.10 50.10 0 0.00

(b)




(e) Others 0 0 0 0.00 0.00 0 0.00

Sub-Total A(1) : 24 44514446 44513946 65.08 65.08 0 0.00

(2) FOREIGN

(a)

Individuals (NRIs/Foreign Individuals) 0 0 0 0.00 0.00 0 0.00


(c) Institutions 0 0 0 0.00 0.00 0 0.00

(d) Others 0 0 0 0.00 0.00 0 0.00

Sub-Total A(2) : 0 0 0 0.00 0.00 0 0.00

Total A=A(1)+A(2) 24 44514446 44513946 65.08 65.08 0 0.00


(1) INSTITUTIONS


(b) Financial Institutions 5 1499321 1499321 2.19 2.19


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/Banks

(c) Central Government / State Government(s) 1 176700 176700 0.26 0.26



(f) Foreign Institutional Investors 1 400000 400000 0.58 0.58


(h) Others 0 0 0 0.00 0.00

Sub-Total B(1) : 9 2087021 2076021 3.05 3.05



(b) Individuals

(i) Individuals holding nominal share capital upto Rs.1 lakh

14965 9714898 8862079 14.20 14.20


(c) Others

TRUSTS 1 500 500 0.00 0.00




Sub-Total B(2) : 1564

2 21798533 20923269 31.87 31.87

Total B=B(1)+B(2) :

15651 23885554 22999290 34.92 34.92

Total (A+B) : 1567

5 68400000 67513236 100.0

0 100.00

(C) Shares held by custodians, against which


GRAND TOTAL

(A+B+C) : 1567

5 68400000 67513236 100.0

0 100.00 0 0.00

d. Board of Directors

The Board of Directors of Bhagyanagar India Limited as on date is:

Sl No Name of the Director Position Held

1 G Mangilal Surana Chairman

2 O Swaminatha Reddy Director

3 R Surender Reddy Director


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e. Subsidiary companies of Bhagyanagar India Limited :

Sl No Name of the company

i Bhagyanagar Properties Pvt Ltd.

ii Bhagyanagar Metals Ltd.

iii Bhagyanagar Telecom Ltd.

iv Scientia Infocom India Pvt Ltd.

v Metropolitan Ventures India Ltd.

DETAILS OF SUBSIDIARY COMPANIES OF BHAGYANAGAR INDIA LIMITED

i. Bhagyanagar Properties Private Limited Incorporation & registered office: The Company was originally incorporated as Bhagyanagar Properties Limited on April 25, 2006 with registered office situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003 under the Companies Act, 1956 and received the Certificate for commencement of business on May 13, 2006. Later the Company converted to private company on December 8, 2008. Shareholding Pattern as on 30.06.2010

CATEGORY CODE

CATEGORY OF SHAREHOLDER NO OF

SHAREHOLDERS

TOTAL NUMBER

OF SHARES

% of Total Issued Capital

(I) (II) (III) (IV) (V)


(1) INDIAN

(a) Individual /HUF 5 50 0.00

(b) Central Government/State Government(s) 0 0 0.00

(c) Bodies Corporate 1 3999940 100.00

4 Kamlesh Gandhi Director

5 Dr. R.N. Sreenath Director

6 D Venkatasubbiah Director

7 Narender Surana Managing Director

8 Devendra Surana Managing Director

9 Narender Munoth Executive Director

10 N Krupakar Reddy

Whole-time Director


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(d) Financial Institutions / Banks 0 0 0.00

(e) Others 0 0 0.00

Sub-Total A(1) : 6 3999990 100.00

(2) FOREIGN

(a) Individuals (NRIs/Foreign Individuals) 0 0 0.00

(b) Bodies Corporate 0 0 0.00

(c) Institutions 0 0 0.00

(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 6 3999990 100.00


(1) INSTITUTIONS

(a) Mutual Funds /UTI 0 0 0.00

(b) Financial Institutions /Banks 0 0 0.00

(c) Central Government / State Government(s) 0 0 0.00

(d) Venture Capital Funds 0 0 0.00

(e) Insurance Companies 0 0 0.00

(f) Foreign Institutional Investors 0 0 0.00

(g) Foreign Venture Capital Investors 0 0 0.00

(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00


(a) Bodies Corporate 0 0 0.00

(b) Individuals

(i) Individuals holding nominal share capital upto Rs.1 lakh 1 10 0.00

(ii) Individuals holding nominal share capital in excess of Rs.1 lakh 0 0 0.00

(c) Others

TRUSTS 0 0 0.00

OVERSEAS CORPORATE BODIES 0 0 0.00

NON RESIDENT INDIANS 0 0 0.00

CLEARING MEMBERS 0 0 0.00

Sub-Total B(2) : 1 10 0.00

Total B=B(1)+B(2) : 1 10 0.00

Total (A+B) : 7 4000000 100.00


Depository Receipts have been issued 0 0 0.00


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GRAND TOTAL (A+B+C) : 7 4000000 100.00

Board of Directors


1 Narender Surana Director

2 Devendra Surana Director

3 Manish Surana Director

ii. Bhagyanagar metals limited Incorporation & registered office: Bhagyanagar Metals Limited, a public limited company incorporated under the Act on September 25, 2006, having its registered office situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003.

The Company received the Certificate for Commencement of Business on October 19, 2006. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 7 50000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 7 50000 100.00


(1) INSTITUTIONS



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(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 7 50000 100.00



GRAND TOTAL (A+B+C) : 7 50000 100.00

Board of Directors


1 G M Surana Director



iii. Bhagyanagar Telecom Limited Incorporation & registered office: Bhagyanagar Telecom Limited, a public limited company incorporated under the Act on April 7, 2005, having its registered office situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003.


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The Company received the Certificate for Commencement of Business on April 21, 2005. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 7 50000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 7 50000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others


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TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 7 50000 100.00



GRAND TOTAL (A+B+C) : 7 50000 100.00

Board of Directors





iv. Scientia Infocom India Private Limited Incorporation & registered office: The Company was originally incorporated as Scientia Infocom India Limited on November 7, 2005 under the Companies Act, 1956 and received the Certificate for commencement of business on November 22, 2005. Later the Company converted to private company on November 17, 2008. The Company has its registered office situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





of 181


(e) Others 0 0 0.00

Sub-Total A(1) : 7 4000000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 7 4000000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 7 4000000 100.00




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GRAND TOTAL (A+B+C) : 7 4000000 100.00

Board of Directors






v. Metropolitan Ventures India Limited Incorporation & registered office: Metropolitan Ventures India Limited, a public limited company incorporated under the Act on March 6, 2007, having its registered office situated at 3rd Floor, Surya Towers, S P Road, Secunderabad – 500 003.

The Company received the Certificate for Commencement of Business on April 5, 2007. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 7 500000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 7 500000 100.00



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(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 7 500000 100.00



GRAND TOTAL (A+B+C) : 7 500000 100.00

Board of Directors




3 N Krupakar Reddy Director


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2. SURANA TELECOM AND POWER LIMITED : a. Incorporation & registered office: The Company was originally incorporated as a Private Limited Company on August 14, 1989 as Surana Petro Products Pvt. Ltd. The Company was converted into a Public Limited Company on by changing its name from Surana Petro Products Pvt. Ltd to Surana Petro Products Ltd on July 9, 1993. The Company changed its name from Surana Petro Products Ltd to Surana Telecom Limited on August 5, 1994 The Company changed its name from Surana Telecom Ltd to Surana Telecom and Power Limited on October 11, 2007. The Company’s registered office is situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003. b. Principal Business Surana Telecom And Power Ltd was incorporated as a Private Limited Company on 14.08.1989 as Surana Petro Products Pvt. Ltd and was engaged in the business of manufacturing of Petro Products such as Petroleum Jelly and Telecom products such as Jointing Kits. Thereafter, the Company was converted into a Public Limited Company on 09.07.1993. In 1994, the Company ventured into the Telecom sector with the production of Optic Fibre Cables and consequently, name of the Company was changed to Surana Telecom Ltd on 05.08.1994. In 2007, the Company diversified into the power sector with the manufacturing of low tension and high tension power cables and setting up of 1.25 MW wind power generation plant. In order to reflect the diversity, the name of the Company was again changed to “Surana Telecom and Power Limited” on 11.10.2007. In 2008, taking cue from the increasing recognition for non conventional energy and anticipating demand primarily in the field of Solar Photovoltaic, the company ventured into manufacturing of Solar Modules and other Solar photovoltaic products . In 2009, considering the size of the Company and significant growth in its business operations, for greater focus in the various activities of the Company and to ensure accelerated growth and improved profitability, it was felt advantageous to re-organise the company by vesting the Solar Undertaking of the Company to M/s Surana Ventures Limited, a JV Company under the same group. The re-organisation is essentially to ensure better operational management and focus on accelerated growth of individual units, which will ensure higher returns to the shareholders, creditors, employees and is also in general public interest. Accordingly a Scheme of arrangement was entered by the Company with M/s Surana Ventures Limited which was approved by the Board and the members at their meetings held on 26.11.2009 and 12.04.2010 respectively. The said Scheme of arrangement was sanctioned by Hon’ble High Court of A.P. on 28.06.2010 In the financial year 2010-11 the company’s revenues would be approximately between Rs 50-75 crore from power cables and aluminium business. Now, the Company has full manufacturing facilities of aluminium rods and reached a turnover of Rs 3 crore a month


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Telecom Equipment: Optic Fibre Cables, Jelly Filled, Telephone Cables, Joining Kits, CDMA

Mobile Handsets The Company has a sophisticated plant equipped with state-of-the-art equipment which helps to produce 6000 route Km of pair 612,245 fibre optic cables and accessories such as branch closures, optical fibre termination boxes and tool kits. The Company also has a manufacturing facility at Goa where it manufactures cable from the range of 5 pairs to 800 pairs with a total production capacity of 5.0 million CKM. The latest technology and testing facilities have led to the units being recognized and approved by the BSNL, MTNL, Indian Railways (IR) and Airtel. . In 2007, the Company ventured into supply of interface converters that delivers speed broad band through Ethernet to E1 Conversion. The Company also manufactures international quality CDMA mobile handsets. It has assembling & marketing tie up with LG Electronics of Korea & Huawei. During the current financial year 2010-2011, the company expects to improve its JFTC turnover as it is placed at L1 in some of cable sizes in recently concluded tender floated by BSNL. There may not be significant increase in OFC business as there is no big tender has yet been floated.

Power Cables: In the field of Power cables the Company is growing moderately. The Company has ventured into the production of house wiring power cables. Trial runs for the production of the same had been successfully completed. The company is now, primarily focusing on supply to the local markets. In the year 2009-2010, the revenue from this sector was Rs.1604.39 against revenue of Rs.1231.33 in the year 2008-2009 indicating a growth rate of 30% approximately

Aluminium CC Rods: As a part of backward integration to the power cables, the company has setup Aluminium propezi plant to manufacture aluminium rods of 7.9 to 9.6 diameter EC grade rods & alloy aluminium rods. After meeting the Company’s own demand for consumption in power cables, the company proposes to sell surplus production in the local markets. A growth of about 10-15% is expected, in this line of business.

Wind Power Generation: The Company has set up a wind power project with an installed capacity of 1.25 MW at Kapatguda, Karnataka. The Annual generation for the financial year 2009-2010 was 19,19, 500 units. The company expects to generate approximately 23,03,400, units during the current financial year 2010-11.


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c. Shareholding Pattern as on 30.06.2010

STATEMENT SHOWING SHAREHOLDING PATTERN IN CLAUSE-35

NAME OF THE COMPANY:SURANA TELECOM AND POWER LIMITED

SCRIP CODE: 517530 QUARTER ENDED: 30/06/2010

CLASS OF SHARES: EQUITY

CATEGORY CODE




NO OF SHAREHOLDERS





NUMBER OF SHARES

AS a PERCENTAGE




(1) INDIAN

(a) Individual /HUF 18 10459880 10459480 50.28 50.28 0 0.00

(b)




(e) Others 0 0 0 0.00 0.00 0 0.00

Sub-Total A(1) : 22 12356387 12355987 59.39 59.39 0 0.00

(2) FOREIGN

(a)

Individuals (NRIs/Foreign Individuals) 0 0 0 0.00 0.00 0 0.00


(c) Institutions 0 0 0 0.00 0.00 0 0.00

(d) Others 0 0 0 0.00 0.00 0 0.00

Sub-Total A(2) : 0 0 0 0.00 0.00 0 0.00

Total A=A(1)+A(2) 22 12356387 12355987 59.39 59.39 0 0.00


(1) INSTITUTIONS


(b) Financial Institutions /Banks 2 4200 0 0.02 0.02


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(c) Central Government / State Government(s) 0 0 0 0.00 0.00



(f) Foreign Institutional Investors 2 352459 349659 1.69 1.69


(h) Others 0 0 0 0.00 0.00

Sub-Total B(1) : 9 370859 358059 1.78 1.78



(b) Individuals

(i) Individuals holding nominal share capital upto Rs.1 lakh 9447 4598474 3592248 22.10 22.10


(c) Others

TRUSTS 1 20150 20150 0.10 0.10




Sub-Total B(2) : 9959 8077154 6980525 38.82 38.82

Total B=B(1)+B(2) : 9968 8448013 7338584 40.61 40.61

Total (A+B) : 9990 20804400 19694571 100.00 100.00



GRAND TOTAL (A+B+C) : 9990 20804400 19694571 100.00 100.00 0 0.00

d. Board of Directors

The Board of Directors of Surana Telecom and Power Limited as on date is:


1 G Mangilal Surana Chairman

2 Dr. R.N. Sreenath Director

3 D Venkatasubbiah Director


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e. Subsidiary company of Surana Telecom And Power Limited : Globecom Infotech Private Limited Incorporation & registered office: Globecom Infotech Private Limited, a private limited company incorporated under the Act, having its registered office situated at 2nd Floor, Surya Towers, S P Road, Secunderabad – 500 003. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 2 50000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 50000 100.00


(1) INSTITUTIONS








4 Nirmal Kumar Jain Director



7 Sanjay Kumar Sanghi Whole-time Director


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(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 2 50000 100.00



GRAND TOTAL (A+B+C) : 2 50000 100.00

Board of Directors



2 L K Baid Director

C. ASSOCIATE COMPANY Solarworld Exchange Private Limited : a. Incorporation & registered office: Solar World Exchange Private Limited, a private limited company incorporated under the Act on March 18, 2009 having its registered office situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003.


of 181

b. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 2 50000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 50000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00



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Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 2 50000 100.00



GRAND TOTAL (A+B+C) : 2 50000 100.00

c. Board of Directors


1 Sanjay Kumar Sanghi Director

2 Narsi Reddy Director

D. GROUP COMPANIES 1. Bhagyanagar Entertainment Limited : a. Incorporation & registered office: Bhagyanagar Entertainment Limited, a public limited company incorporated under the Act on January 15, 2003 with registered office situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003.

The Company received the Certificate for Commencement of Business on January 27, 2003. b. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 3 150000 93.74


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(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 3 150000 93.74


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 2 10010 6.26

Total B=B(1)+B(2) : 2 10010 6.26

Total (A+B) : 5 160010 100.00



GRAND TOTAL (A+B+C) : 5 160010 100.00


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4 Nagesh Boorugu Director

5 Vinita Surana Director

2. Bhagyanagar Infrastructure Limited : a. Incorporation & registered office: Bhagyanagar Infrastructure Limited, a public limited company incorporated under the Act on July 7, 2006 with registered office situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003.

The Company received the Certificate for Commencement of Business on July 17, 2006. b. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 7 6000000 94.72

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 7 6000000 94.72


(1) INSTITUTIONS





of 181





(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 1 334500 5.28

Total B=B(1)+B(2) : 1 334500 5.28

Total (A+B) : 8 6334500 100.00



GRAND TOTAL (A+B+C) : 8 6334500 100.00








3. Green Energy Systems Private Limited : a. Incorporation & registered office: The Company was originally incorporated as a Private Limited Company on February 21, 2008 as Surana Green Energy Ventures Private Limited having its registered office situated at 2nd Floor, Surya Towers, S P Road, Secunderabad – 500 003


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The Company changed its name from Surana Green Energy Ventures Private Limited to Green Energy Systems Private Limited on August 7, 2009. b. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 3 10000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 3 10000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



of 181


(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 3 10000 100.00



GRAND TOTAL (A+B+C) : 3 10000 100.00




2 Nrender Surana Director

4. Surana Infocom Private Limited : a. Incorporation & registered office: The Company was originally incorporated as Surana Finance Private Limited on February 03, 1988 under the Companies Act, 1956. The Company changed the name from Surana Finance Private Limited to Surana Finance and Exports Private Limited on November 29, 1999. The Company changed the name from Surana Finance and Exports Private Limited to Surana Infocom Private Limited on May 14, 2001. The Company converted to public company by changing its name from Surana Infocom Private Limited to Surana Infocom Limited on April 26, 2005. The Company converted to private company on March 2, 2009. The Company’s registered office is situated at 3rd Floor, Surya Towers, S P Road, Secunderabad – 500 003.


of 181


CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN

(a) Individual /HUF 14 1093500 88.65




(e) Others 0 0 0.00

Sub-Total A(1) : 15 1218500 98.78

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 15 1218500 98.78


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00



of 181



Sub-Total B(2) : 5 15000 1.22

Total B=B(1)+B(2) : 5 15000 1.22

Total (A+B) : 20 1233500 100.00



GRAND TOTAL (A+B+C) : 20 1233500 100.00






4 Chand Kanwar Director

d. Subsidiary Companies Of Surana Infocom Private Limited :

Sl No List of Companies

i Blossom Residency Pvt. Ltd.

ii Epicenter Entertainment Pvt Ltd.

iii Majestic Logistics Pvt. Ltd.

iv Royal Skyscrapers India Pvt. Ltd.

v Innova Biotech India Pvt. Ltd.

vi Innova Infra Pvt. Ltd.

vii Innova Technologies Pvt. Ltd

viii AP Golden Apparels Pvt. Ltd.

Details of subsidiary Companies of Surana Infocom Private Limited

i. Blossom Residency Private Limited : Incorporation & registered office: Blossom Residency Private Limited, a private limited company incorporated under the Act, on April 04, 2006, having its registered office situated at 3rd Floor, Surya Towers, S P Road, Secunderabad – 500 003.


of 181

Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 2 10000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 10000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00



of 181



Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 2 10000 100.00



GRAND TOTAL (A+B+C) : 2 10000 100.00

Board of Directors




ii. Epicenter Entertainment Private Limited : Incorporation & registered office: The Company was originally incorporated as Epicenter Entertainment Limited on October 31, 2006 under the Companies Act, 1956.and received the Certificate of Commencement of Business on November 18, 2006. The Company converted to private company on August 04, 2008 The Company’s registered office is situated at Block B, 2nd Floor, Surya Towers, S P Road, Secunderabad – 500 003. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 7 150000 100.00


of 181

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 7 150000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 7 150000 100.00



GRAND TOTAL (A+B+C) : 7 150000 100.00


of 181

Board of Directors




3 L K Baid Director

iii. Majestic Logistics Private Limited : Incorporation & registered office: The Company was originally incorporated as Majestic Avenues Private Limited on July 05, 2006 under the Companies Act, 1956. The Company changed the name from Majestic Avenues Private Limited to Majestic Logistics Private Limited on September 14, 2006. The Company’s registered office is situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 2 10000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 10000 100.00


(1) INSTITUTIONS




of 181






(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 2 10000 100.00



GRAND TOTAL (A+B+C) : 2 10000 100.00

Board of Directors




iv. Royal Skyscrapers India Private Limited : Incorporation & registered office: Royal Skyscrapers India Private Limited, a private limited company incorporated under the Act, on November 29, 2005, having its registered office situated at 2nd Floor, Surya Towers, S P Road, Secunderabad – 500 003.


of 181

Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 2 50000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 50000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00



of 181



Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 2 50000 100.00



GRAND TOTAL (A+B+C) : 2 50000 100.00

Board of Directors




v. Innova Biotech India Private Limited : Incorporation & registered office: Innova Biotech India Private Limited, a private limited company incorporated under the Act, on July 14, 2006, having its registered office situated at 3rd Floor, Surya Towers, S P Road, Secunderabad – 500 003. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 2 50000 100.00

(2) FOREIGN




(d) Others 0 0 0.00


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Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 50000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 2 50000 100.00



GRAND TOTAL (A+B+C) : 2 50000 100.00

Board of Directors





of 181

vi. Innova Infrastructure Private Limited : Incorporation & registered office: Innova Infrastructure Private Limited, a private limited company incorporated under the Act, on July 3, 2006, having its registered office situated at 3rd Floor, Surya Towers, S P Road, Secunderabad – 500 003. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 2 10000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 10000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00




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(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 2 10000 100.00



GRAND TOTAL (A+B+C) : 2 10000 100.00

Board of Directors




vii. Innova Technologies Private Limited : Incorporation & registered office: The Company was originally incorporated as Innova Technologies Limited on May 24, 2005 under the Companies Act, 1956 with its registered office situated at 3rd Floor, Surya Towers, S P Road, Secunderabad – 500 003. The Company converted to private company on August 21, 2008. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN




of 181



(e) Others 0 0 0.00

Sub-Total A(1) : 4 46200 88.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 4 46200 88.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 2 6300 12.00

Total B=B(1)+B(2) : 2 6300 12.00

Total (A+B) : 6 52500 100.00



of 181


GRAND TOTAL (A+B+C) : 6 52500 100.00

Board of Directors




3 Nagesh Boorugu Director

viii. AP Golden Apparels Private Limited : Incorporation & registered office: The Company was originally incorporated as AP Golden Apparels Private Limited under the Act, on September 11, 2003 under Registrar of Companies, West Bengal. The Company shifted the registered office from Registrar of Companies, West Bengal to Registrar of Companies, Andhra Pradesh on June 3, 2009. The Company’s registered office is situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 3 5975665 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 3 5975665 100.00


of 181


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 3 5975665 100.00



GRAND TOTAL (A+B+C) : 3 5975665 100.00

Board of Directors





of 181

5. Advantage Real Estate India Private Limited : a. Incorporation & registered office: Advantage Real Estate India Private Limited, a private limited company incorporated under the Act, on October 27, 2005, having its registered office situated at 2nd Floor, Surya Towers, S P Road, Secunderabad – 500 003. b. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 2 31250 62.50

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 31250 62.50


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00




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(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 1 18750 37.50

Total B=B(1)+B(2) : 1 18750 0.09

Total (A+B) : 3 50000 100.00



GRAND TOTAL (A+B+C) : 3 50000 100.00





6. Bhagyanagar Energy And Telecom Private Limited : a. Incorporation & registered office: The Company was originally incorporated as Bhagyanagar Energy and Telecom Limited on November 28, 1996 under the Companies Act, 1956 and received the Certificate of Commencement of Business on December 12, 1996. The Company converted to private company by changing the name from Bhagyanagar Energy and Telecom Limited to Bhagyanagar Energy and Telecom Private Limited on August 07, 2008. The Company’s registered office is situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003.


of 181


CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 7 240600 99.96

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 7 240600 99.96


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00


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Sub-Total B(2) : 1 100 0.04

Total B=B(1)+B(2) : 1 100 0.04

Total (A+B) : 8 240700 100.00



GRAND TOTAL (A+B+C) : 8 240700 100.00





3 Vinita Surana Director

7. Bhagyanagar Ventures Private Limited : a. Incorporation & registered office: The Company was originally incorporated as Bhagyanagar Ventures Limited on November 11, 2006 under the Companies Act, 1956 and received the Certificate of Commencement of Business on November 13, 2006. The Company converted to private company by changing the name from Bhagyanagar Ventures Limited to Bhagyanagar Ventures Private Limited on September 22, 2009. The Company’s registered office is situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003. b. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00


of 181

Sub-Total A(1) : 6 949990 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 6 949990 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 1 10 0.00

Total B=B(1)+B(2) : 1 10 0.00

Total (A+B) : 7 950000 100.00



GRAND TOTAL (A+B+C) : 7 950000 100.00


of 181






4 L K Baid Director

8. Everytime Food Industries Private Limited : a. Incorporation & registered office: The Company was originally incorporated as Foremost Foods Industries Limited under the Act, on June 30, 1983 under Registrar of Companies, Delhi and Haryana. The Company changed the name from Foremost Foods Industries Limited to Everytime Foods Industries Limited on December 11, 1986. The Company shifted the registered office from Registrar of Companies, Delhi and Haryana to Registrar of Companies, Andhra Pradesh on August 12, 1997. The Company converted to private company on March 9, 2001. b. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 3 10013 99.99

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 3 10013 99.99


of 181


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 1 1 0.01

Total B=B(1)+B(2) : 1 1 0.01

Total (A+B) : 4 10014 100.00



GRAND TOTAL (A+B+C) : 4 10014 100.00

c. Board of Directors Sl No Name of the Director Position Held





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9. Surana Biochemicals Private Limited : a. Incorporation & registered office: Surana Biochemicals Private Limited, a private limited company incorporated under the Act, on March 14, 2006 and having its registered office situated 3rd Floor, Surya Towers, S P Road, Secunderabad – 500 003.


CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 2 50000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 50000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals


of 181



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 2 50000 100.00



GRAND TOTAL (A+B+C) : 2 50000 100.00





10. Surana Technopark Private Limited : a. Incorporation & registered office: The Company was originally incorporated as Surana Techno Private Limited under the Act, on October 22, 2003. The Company changed the name from Surana Techno Private Limited to Surana Technopark Private Limited on January 5, 2004. The Company’s registered office is situated at 2nd Floor, Surya Towers, S P Road, Secunderabad – 500 003. b. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





of 181


(e) Others 0 0 0.00

Sub-Total A(1) : 2 21000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 21000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 2 21000 100.00




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GRAND TOTAL (A+B+C) : 2 21000 100.00


11. Tranquil Avenues India Private Limited : a. Incorporation & registered office: Tranquil Avenues India Private Limited, a private limited company incorporated under the Act, on November 13, 2005 and having its registered office situated 3rd Floor, Surya Towers, S P Road, Secunderabad – 500 003. b. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 2 50000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 2 50000 100.00


(1) INSTITUTIONS











of 181


(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 2 50000 100.00



GRAND TOTAL (A+B+C) : 2 50000 100.00





12. VALUE INFRASTRUCTURE & PROPERTIES PRIVATE LIMITED : a. Incorporation & registered office: The Company was originally incorporated as Surana Extrusions Private Limited under the Act, on September 4, 1985. The Company changed the name from Surana Extrusions Private Limited to Value Infrastructure and Properties Private Limited on July 1, 2003. The Company’s registered office is situated at 5th Floor, Surya Towers, S P Road, Secunderabad – 500 003.


of 181


CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN

(a) Individual /HUF 6 1250000 100.00




(e) Others 0 0 0.00

Sub-Total A(1) : 6 1250000 100.00

(2) FOREIGN




(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 6 1250000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00



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Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 6 1250000 100.00



GRAND TOTAL (A+B+C) : 6 1250000 100.00





3 Chand Kanwar Director

13. Celestial Avenues Private Limited : Incorporation & registered office: Celestial Avenues Private Limited, a private limited company incorporated under the Act, on April 04, 2006, having its registered office situated at 2nd Floor, Surya Towers, S P Road, Secunderabad – 500 003. Shareholding Pattern as on 30.06.2010

CATEGORY CODE


SHAREHOLDERS

TOTAL NUMBER

OF SHARES


(I) (II) (III) (IV) (V)


(1) INDIAN





(e) Others 0 0 0.00

Sub-Total A(1) : 3 100000 100.00

(2) FOREIGN





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(d) Others 0 0 0.00

Sub-Total A(2) : 0 0 0.00

Total A=A(1)+A(2) 3 100000 100.00


(1) INSTITUTIONS








(h) Others 0 0 0.00

Sub-Total B(1) : 0 0 0.00



(b) Individuals



(c) Others

TRUSTS 0 0 0.00




Sub-Total B(2) : 0 0 0.00

Total B=B(1)+B(2) : 0 0 0.00

Total (A+B) : 3 100000 100.00



GRAND TOTAL (A+B+C) : 3 100000 100.00

Board of Directors Sl No Name of the Director Position Held




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XI. DIVIDEND POLICY

The Company does not have any formal dividend policy for its equity shares. The declaration and payment of equity dividend in a company is recommended by our Board of Directors and approved by the shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements and overall financial condition. The Company has not paid any dividend on its equity shares so far.


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XII. DETAILS & FINANCIAL HIGHLIGHTS OF COMPANIES UNDER SAME MANAGEMENT A. PROMOTING COMPANIES 1.I. BHAGYANAGAR INDIA LIMITED:

Bhagyanagar India Limited

5th Floor, Surya Towers, S P Road, Secunderabad

Audited Financial Results for the year ended 31st March,2010

(Rs in lacs)

Quarter Quarter PARTICULARS Year Year Year Year

ended ended ended ended ended ended

31.03.2010 31.03.2009 31.03.2010 31.03.2009 31.03.2010 31.03.2009

(Standalone) (Standalone) (Consolidated)

(Unaudited) (Audited) (Audited)

5,539.03 3,733.18 1 a) Net Sales

17,412.40

18,474.88 17,412.40 18,474.88

(0.00) 9.14 b) Other Operating Income

40.61

487.70 40.61 533.85

5,539.03 3,742.32 Total (a+b)

17,453.01

18,962.58 17,453.01 19,008.73

2 Expenses

23.03 (69.27)

a) Increase/decrease in stock in trade

190.41

259.53 190.41 259.53

4,532.90 2,955.54

b) Consumption of Raw Material

13,616.90

14,762.35 13,616.90 14,762.35

118.76 76.00 c) Staff Cost

323.20

274.60 323.20 274.60

112.92 85.08 d) Power & Fuel

404.99

367.03 404.99 367.19

115.13 151.07 e) Depreciation

510.02

498.39 510.02 498.39

542.29 643.46 f) Other Expenditure

1,764.38

2,002.92 1,770.76 2,008.51

5,445.04 3,841.88 Total Expenditure

16,809.91

18,164.82

16,816.29 18,170.58

93.99 (99.55) 3

Profit from Operations before other

643.10

797.77

636.73 838.16

Income, Interest and execptional items

187.07 388.47 4 Other Income

1,008.23

1,188.87 1,008.66 1,188.89


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281.06 288.91 5

Profit Before Interest and exceptional

1,651.33

1,986.63

1,645.39 2,027.04

items

86.22 66.23 6

Interest and financial Charges

192.61

463.15 192.61 463.15

194.85 222.68 7

Profit after Interest but before Exceptional

1,458.73

1,523.48

1,452.78 1,563.89

Items

- 373.50 8 Exceptional Items (Net) - -

194.85 596.18 9

Profit from Ordinary activities before Tax

1,458.73

1,523.48

1,452.78 1,563.89

10 Tax Expenses

35.00 150.00 Current Tax

250.00

400.00 250.00 417.07

- 0.75 Fringe Benefit Tax -

5.75 0.00 5.76

0.00 - Taxes of Earlier years

1.90 0.49 0.00

(127.69) 13.85 Deferred Tax

(127.69)

13.85

(127.69) 13.85

287.53 431.58 11

Net Profit from ordinary activities after tax

1,334.51

1,103.88

1,329.97 1,127.21

- - 12 Extra Ordinary Items net of Tax expenses

- -

Minority Interest - Loss

0.19 7.24

Share in Net Assets of Associate Companies - Loss

11.88 35.95

287.53 431.58 13 Net Profit for the period

1,334.51

1,103.88

1,317.90 1,084.02

1,378.53 1,490.00 14

Paid up equity share capital

1,378.53

1,490.00 1,378.53 1,490.00

2.00 2.00 Face value per Share

2.00

2.00 2.00 2.00

15 Reserves excluding Revaluation

21,127.83

20,614.45 21,080.27 20,583.50

Reserves

16 a) Earning Per Share (EPS)

0.39 0.58

Basic EPS before Extra-ordinary items

1.82

1.48

1.80 1.51

0.34 0.48

Dilluted EPS before Extra-ordinary items

1.60

1.22

1.58 1.25


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(If FCCB's are converted)

0.39 0.58

b) Basic EPS After Extra-ordinary items

1.82

1.48 1.91 1.46

0.34 0.48

Dilluted EPS After Extra-ordinary items

1.60

1.22 1.91 1.20

(If FCCB's are converted)

17 Public Shareholding

2,52,17,680 29,985,554 i) No. of shares 2,52,17,680

29,985,554 2,52,17,680 29,985,554

36.16 40.25

ii) Percentage of Shareholding

36.16

40.25 36.16 40.25

18 Promoters and Promoter group shareholding

a) Pledged/encumbered

- - No of shares - - - -

Percentage of shares (as a % of the total shareholding

- - of Promoter and Promoter group)

- - - -

Percentage of shares (as a % of the total sharecapital

- - of the company - - - -

b) Non-encumbered

44,514,446 44,514,446 No of shares

44,514,446

44,514,446

44,514,446 44,514,446

Percentage of shares (as a % of the total shareholding

100.00 100.00

of Promoter and Promoter group)

100

100 100 100

63.84 59.75

Percentage of shares (as a % of the total sharecapital of the company

63.84

59.75 63.84 59.75


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Abstract of Balance sheet under clause 41 of Listing Agreement

(Rs in lacs) (Rs in lacs)

Particulars As at As at As at As at

31.03.2010 31.03.2009 31.03.2010 31.03.2009

Stand-alone Consolidated

(Audited) (Audited)

Sources of funds

Share capital

1,378.53 1,490.00 1378.53 1490.00

Reserves & Surplus

21,127.83 20,614.45 21080.27 20583.50

Share-holders' funds

22,506.37 22,104.45 22,458.80 22,073.50

Minority Interest 115.90 115.70

Equity Share warrants - 868.10 - 868.10

Loan funds

6,993.09 8,921.09 7480.75 9164.92

Total

29,499.46 31,893.65 30,055.45 32,222.23

Application of funds

Fixed Assets(net block)

8,970.41 7,432.67 17701.28 16163.55

Capital Work-In-Progress

164.85 775.18 169.14 779.48

Investments

2,608.63 2,441.20 1809.80 1654.26

Current Assets,Loans and advances

Inventories

1,004.01 1,409.36 1004.01 1409.36

Sundry debtors

1,747.49 2,519.38 1751.31 2523.20

Cash & Bank Balances

310.64 1,889.10 320.08 1899.44

Other Current Assets

2,130.51 3,504.36 2130.51 3504.36

Loans & Advances

13,834.93 13,768.08 6438.84 6130.96

19,027.58 23,090.29 11,644.75 15,467.32

less Current Liabilities & Provisions

Current Liabilities

905.34 1,835.10 905.56 1835.70


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Provisions

574.04 353.51 574.04 353.51

1,479.39 2,188.61 1,479.60 2,189.21

Net Current Assets

17,548.20 20,901.68 10,165.14 13,278.10

Net Deferred Tax Assets

207.37 79.68 207.37 79.68

Foreign Currency Monetary Items Translation - 263.23 - 263.23

Difference Account

Misc expenditure (to the extent not 2.71 3.94

written off or adjusted)

Total

29,499.46 31,893.65 30,055.45 32,222.23

1.II. FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES OF BHAGYANAGAR INDIA LIMITED i. Bhagyanagar Properties Private Limited

(Rs. in lakhs except share data)


2008 2009 2010

Sales and other income 0.01 0.02 -

Profit after Tax (4.46) (4.46) (4.33)

Equity Capital 400.00 400 400

Reserves and Surplus - - -

Earning Per Share(Basic) Rs. - - -

Earning Per Share(Diluted) Rs. - - -

Book Value 9.89 9.89 9.89

ii. Bhagyanagar Metals Limited



2008 2009 2010

Sales and other income - - -

Profit after Tax - - (0.27)

Equity Capital 5 5 5




Book Value 10.00 10.00 10.00


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iii. Bhagyanagar Telecom Limited



2008 2009 2010







Book Value 10.00 10.00 10.00

iii. Scientia Infocom India Private Limited



2008 2009 2010


Profit after Tax (2.25) (0.76) (0.18)





Book Value 10.00 10.00 10.00

v. Metropolitan Ventures Limited



2008 2009 2010

Sales and other income - 46.15 -

Profit after Tax - 28.56 0.91


Reserves and Surplus - 28.56 29.47

Earning Per Share(Basic) Rs. - 5.71 0.18

Earning Per Share(Diluted) Rs. - 5.71 0.18

Book Value 10.00 15.71 15.89

2.I. SURANA TELECOM AND POWER LIMITED:

Audited Financial Results for the Year ended 31st March 2010

(Rs in lacs)

3 Months 3 Months PARTICULARS Year Year Year Year

ended ended ended ended ended Ended

31.03.2010 31.03.2009 31.03.2010 31.03.2009 31.03.20

10 31.03.2009


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Standalone Standalone Consolidated

Unaudited (Audited) (Audited) (Audited

) (Audited)

879.55 2243.84 1 Net Income from Operations 4669.08 8676.98 4669.08 8676.98

10.87 89.79 2 Other Operating Income 95.63 352.33 95.63 352.33

890.42 2333.63 3 Total Income (1+2) 4764.71 9029.31 4764.71 9029.31

285.17 610.76 4 a) Increase/decrease in stock in trade 158.61 (30.36) 158.61 (30.36)

400.37 1230.79 b) Consumption of Raw Material 3,229.20 7,182.64 3229.20 7182.64

0.00 5.08 c) Purchase of Traded goods 0.00 172.59 0.00 172.59

81.55 52.62 d) Staff Cost 203.17 177.10 203.17 177.10

1.55 54.61 e) Power &Fuel 91.54 182.98 91.54 182.98

89.97 55.31 f) Lease Rent 124.19 225.21 124.19 225.21

50.35 55.83 g) Depreciation 241.26 223.56 241.26 223.56

219.56 375.58 h) Other Expenditure 756.51 985.83 756.96 985.83

1128.52 2440.58 Total Expenditure 4804.48 9119.55 4804.93 9119.55

(238.10)

(106.95) 5

Profit from operations before other

(39.77)

(90.24)

(40.22) (90.24)

Income, Interest and exceptional items

114.44 174.74 Other income 357.01 504.75 357.01 504.75

(123.66) 67.68

Profit before Interest and exceptional items 317.24 414.50 316.79 414.50

32.03 40.15 6 Interest and financial Charges 185.88 99.62 185.88 99.62

Profit after interest and before exceptional

(155.69) 27.53 Items 131.36 314.88 130.92 314.88

(0.07) 4.14 7 Exceptional items (2.41) 6.40

(2.41) 6.40

(155.76) 31.68 8 Profit before Tax 128.95 321.29 128.50 321.29

9 Tax Expenses

(40.00)

(18.00) Current Tax 18.00 32.00 18.00 32.00

0.00 1.80 Fringe Benefit Tax 0.00 4.80 0.00 4.80

(3.98) 2.49 Deferred Tax

(3.98)

2.49 (3.98) 2.49


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(111.78)

45.39 10 Profit After Tax

114.93

282.00

114.48 282.00

Extraordinary items net of Tax expenses

-

-

- -

Share in Net Assets of the Associate companies

- 38.65

Net Profit for the period 114.93

282.00

114.48 243.35

1,040.22 1,040.22 11 Paid up equity share capital 1,040.22 1,040.22 1040.22 1,040.22

5.00 5.00 Face value per Share 5.00 5.00 5.00 5.00

12 Reserves excluding Revaluation reserves 4,826.09 5,888.60 4825.64 5849.95

13 Earnings per Share (EPS)

-0.54 0.22 Basic EPS before extraordinary items 0.55 1.36 0.55 1.17

-0.54 0.22 Dilluted EPS before extrordinary items 0.55 1.36 0.55 1.17

-0.54 0.22 Basic EPS after extraordinary items 0.55 1.36 0.55 1.17

-0.54 0.22 Dilluted EPS after extrordinary items 0.55 1.36 0.55 1.17

14 Public Shareholding

8,448,013

8,448,013 i) No. of shares 8,448,013 8,448,013

8,448,013 8,448,013

40.61 40.61

ii) Percentage of Shareholding 40.61

40.61 40.61 40.61

15 Promoters and Promoter group shareholding

a) Pledged/encumbered

- - No of shares - - - -

- -

Percentage of shares (as a % of the total shareholding - - - -


- -

Percentage of shares (as a % of the total sharecapital - - - -

of the company

b) Non-encumbered

12,356,387 12,356,387 No of shares 12,356,387 12,356,387 12,356,3

87 12,356,387

100 100

Percentage of shares (as a % of the total shareholding 100 100 100 100



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59.39 59.39

Percentage of shares (as a % of the total sharecapital of the company 59.39 59.39 59.39 59.39

2.II. FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANY OF SURANA TELECOM AND POWER LIMITED Globecom Infotech Private Limited



2008 2009 2010



Equity Capital - 1 1




Book Value - 10.00 5.50

B. GROUP COMPANIES 1. Bhagyanagar Entertainment Limited



2008 2009 2010


Profit after Tax - - -





Book Value 10.00 10.00 10.00

2. Bhagyanagar Infrastructure Limited


2008 2009 2010

Sales and other income 0.28 - -

Profit after Tax (7.61) (29.68) (27.33)


Reserves and Surplus 1,089 1,105 1,105



Book Value 27.20 27.44 27.44


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3. Green Energy Systems Private Limited



2008 2009 2010



Equity Capital - 1 1




Book Value - 0 0

4. Surana Infocom Private Limited



2008 2009 2010

Sales and other income 87.93 70.98 57.45

Profit after Tax 71.81 55.61 55.61

Equity Capital 121.85 122.95 123.35

Reserves and Surplus 1,703.54 1,847.73 1,898.79

Earning Per Share(Basic) Rs. 5.89 4.52 4.51

Earning Per Share(Diluted) Rs. 5.89 4.52 4.51

Book Value 149.81 160.28 163.94

Financial Highlights of Surana Infocom Private Limited i. Blossom Residency Private Limited



2008 2009 2010

Sales and other income 5.00 18.30 -

Profit after Tax 3.12 (0.33) (0.09)


Reserves and Surplus 2.49 2.16 2.07

Earning Per Share(Basic) Rs. 31.22 - -

Earning Per Share(Diluted) Rs. 31.22 - -

Book Value 34.87 31.56 30.70

ii. Epicentre Entertainment Private Limited



2008 2009 2010


Profit after Tax 0.10 (8.24) (2.83)

Equity Capital 15.00 15.00 15.00




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Book Value 10.07 4.51 8.11

iii. Majestic Logistics Private Limited



2008 2009 2010


Profit after Tax (0.04) (1.06) (2.16)





Book Value 10 10 10

iv. Royal Skyscrapers India Private Limited



2008 2009 2010

Sales and other income - -

Profit after Tax (0.07) (0.09) (0.08)





Book Value 10.00 10.00 10.00

v. Innova Biotech India Private Limited



2008 2009 2010


Profit after Tax (0.09) (0.16) (0.09)





Book Value 10 10 10

vi. Innova Infrastructure Pvt Ltd.



2008 2009 2010

Sales and other income - - 15.25

Profit after Tax (0.09) (0.06) 10.18



Earning Per Share(Basic) Rs. - - 10

Earning Per Share(Diluted) Rs. - - 10


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Book Value 10 10 11

vii. Innova Technologies Private Limited



2008 2009 2010


Profit after Tax (0.63) (1.76) (1.69)





Book Value 10 10 10

viii. AP Golden Apparels Private Limited



2008 2009 2010


Profit after Tax (60.32) (42.45) (10.35)





Book Value 8.99 9.29 9.83

5. Advantage Real Estate India Private Limited



2008 2009 2010


Profit after Tax (0.12) (0.11) (0.17)





Book Value 9.76 9.78 9.66


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6. Bhagyanagar Energy and Telecom Private Limited



2008 2009 2010


Profit after Tax 19.43 (12.34) 12.25


Reserves and Surplus 47 36 47

Earning Per Share(Basic) Rs. 8.07 -

5.09

Earning Per Share(Diluted) Rs. 8.07 - 5.09

Book Value 2.94 2.50 2.93

7. Bhagyanagar Ventures Private Limited



2008 2009 2010


Profit after Tax 2.76 (193.39) 2.75


Reserves and Surplus 2.42 - -

Earning Per Share(Basic) Rs. 0.26 - -

Earning Per Share(Diluted) Rs. 0.26 - -

Book Value 10.26 10.00 10.00

8. Everytime Foods Industries Pvt. Limited



2008 2009 2010


Profit after Tax (0.51) (0.31) (0.29)





Book Value 10.00 10.00 10.00

9. Surana Biochemicals Private Limited



2008 2009 2010







Book Value 2.00 2.00 2.00


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10. Surana Technopark Private Limited



2008 2009 2010

Sales and other income - - 0.01






Book Value 10 10 10

11. Tranquil Avenues India Private Limited



2008 2009 2010







Book Value 10 10 10

12. Value Infrastructure & Properties Private Limited



2008 2009 2010


Profit after Tax 48.33 13.35 8.49


Reserves and Surplus 61.27 74.62 83.11

Earning Per Share(Basic) Rs. 4 1 1

Earning Per Share(Diluted) Rs. 4 1.07 1.07

Book Value 15 16 17

13. Celestial Avenues Private Limited



2008 2009 2010


Profit after Tax (0.04) (0.06) (0.06)





Book Value 10.00 10.00 10.00


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XIII. MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW The Company has made a foray into the Solar Photovoltaic Sector by establishing SPV Modules manufacturing Plant (a 100% EOU) at Cherlapally, Hyderabad and Cell manufacturing Plant at Fab City, Hyderabad (SEZ Unit). The Company produces high quality Solar PV Modules with the best

price performance ratio in the Indian market and has flexible manufacturing facility to produce

according to the customer’s need The solar business is opening up due to announcement of National Solar Mission and state wise solar policy announced by some of the State Governments. The module business is likely to get further boost as it has been mandated that solar modules manufactured in India only will be used for setting up solar power plants. Application have been finalized for allotment of 100 MW of Small and Rooftop power plants under National Solar Mission. Apart from the same, Government of Gujarat has signed PPA for about 365 MW and is in process of signing PPA for another 135 MW. Policy Guidelines has been announced by MNRE for inviting expression of interest for setting up 150 MW Grid-connected Solar PV Power Plants under National Solar Mission. These policy announcements will see an additional demand for 500 MW of modules in 2010-11. With these developments the company expects to achieve a turnover of about Rs. 104 crores in the year 2010-11. The Company also started production of fully integrated solar water heating system. The company propose to set up the following manufacturing process to consolidate company’s presence in export market, to obtain certain certifications for modules to be approved for power projects and towards backward integration of the manufacturing process:

1. Automisation of module plant at Fab City. 2. Setting up PV Cell plant of about 60 MW capacity.

The setting up of cell plant is also essential as under the guidelines announced under National Solar Mission, use of cells manufactured in India has been mandated under next phase of capacity addition. OUTLOOK The Indian solar energy sector has been growing rapidly, in the past few years, majorly due to Government’s initiatives such as tax exemptions and subsidies and depleting energy sources. Due to technical potential of 5,000 trillion kWh per year and minimum operating cost, Solar Power is considered the best suited energy source for India. Today the Solar power, has an installed capacity of 9.84 MW which is about less than 0.1 percent of the total installed renewable energy of India. Currently total installed renewable energy stands at 13,242.41 MW as per MNRE. India’s power sector has a total installed capacity of approximately 1,46,753 Megawatt (MW) of which 54% is coal-based, 25% hydro, 8% is renewable’s and the balance is the gas and nuclear-based. Power


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shortages are estimated at about 11% of total energy and 15% of peak capacity requirements which is likely to increase in the coming years. The cost of production range is Rs 15 to Rs 20 per unit for the solar energy, which is very high when compared to, Rs 2 to Rs 5 per unit for other conventional sources in India. Much of the country does not have an electrical grid, so solar power will indeed be a boon for water pumping, to begin replacing India’s four to five million diesel powered water pumps, each consuming about 3.5 kilowatt of off-grid lighting. Solar energy technology consists of solar thermal technologies, which utilize sun’s energy and solar photovoltaic technology, which convert solar energy directly into electricity. According to the 11th five year plan, the government of India projects a massive expansion in installed solar capacity, and aims to reduce the price of electricity generated from solar energy, to match that from fossil fuels like coal and diesel by 2030. The Integrated Energy Policy of India envisages electricity generation installed capacity of 80,0 000 MW by 2030 and a substantial contribution would be from renewable energy. India has been ranked 7th worldwide for solar photovoltaic (PV) cell production and 9th rank in solar thermal power generation. This capacity is growing rapidly due to the entry of various private players in manufacturing of solar energy equipment. According to NOVONOUS INSIGHTS, the Indian solar energy sector is estimated to grow at 25% year on year in next few years. At this rate, the global market is likely to exceed the annual production mark of 12 GW during the year 2012. Likewise, the Indian market demand is expected to reach 200MW by the year 2012. The implementation of the three-phase plan for solar PV capacity expansion is expected to begin this year in 2010, with the Indian Government spending approximately US$20 billion over a 30 year period.


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XIV. OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS Except as described below, as on November 15, 2010, there are no outstanding or pending litigations, suits, criminal or civil prosecutions, proceeding or tax liabilities against our Company, our Directors, our Promoters or our Promoter Group Companies that would have a material adverse effect on our business and there are no defaults, non payment or overdue of statutory dues, institutional/ bank dues or dues payable to holders of debentures, bonds and fixed deposits (irrespective of whether they are specified under Part I of Schedule XIII of the Act), that would have a material adverse effect on our business: All references to the “Company”, “we”, “our” in this Section XIV shall relate to the companies for whom disclosures have been made in this Section under the respective headings. A. SURANA VENTURES LIMITED (SVL) As per the Scheme, all suits, actions and proceedings of whatever nature by or against the Solar Undertaking of Transferor Company pending and/ or arising on or before the Effective Date of the Scheme shall not abate, or be discontinued or be in any way prejudicially affected by reason of the transfer of the business of the Transferor Companies pursuant to the Scheme but be continued, prosecuted and enforced by or against the Transferee Company, viz. SVL as effectually as if the same had been pending and/or arising against SVL. There are no outstanding or pending material litigation, suit, criminal or civil prosecution, proceeding initiated for or litigation for tax liabilities against the Company and its Directors and Promoters and there are no material defaults, non payments or overdue of statutory dues, institutional or bank dues or dues towards holders of debentures, bonds and fixed deposits and arrears of preference shares, other than unclaimed liabilities of the Company and its Directors and Promoters. B. PROMOTING COMPANIES 1. SURANA TELECOM AND POWER LIMITED (STPL) Except as described below, as on November 15, 2010, there are no outstanding or pending litigations, suits, criminal or civil prosecutions, proceeding or tax liabilities against STPL, its Directors and Promoters or other Promoter Group Companies.

CASE FILED BY SURANA TELECOM AND POWER LIMITED: I Central Excise:

1. STL, Pilerne, Bardez, Goa. 2 Appeals filed before CESTAT, Mumbai against C(A), Order. (1) E/A/210/09-Mum in Appeal Nos. E/174/09 – Mum and Appeal No. E/173/09/Mum (O/o.No. R/39/2006-07 Ex Divi of 19/5/2006 against in Appeal No. E/1594/04 Mumbai, Cross Objection No. E/Co/22/08, Mumbai. Issue is Rejection of refund already sanctioned by Asst. Commissioner, Goa. The appeals filed by Deputy Commissioner of Central Excise against Order in Original No. R/37/2006-07, CX-DIN-Z, dt 19/05/2006 and R/38/2006-07, CX-DIV-I, dt 19/05/2006 in which the adjudicating authority has sanctioned refund of Rs. 3,04,154/- and Rs. 3,04,571/- to STL, Pilerne, Bardez, Goa.


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STL filed a refund application on the ground that they had paid higher amount of duty on their product, “Jelly Filled Telephone Cables” which was supplied to BSNL on tentative prices due to escalation clause contained in the contract. It was submitted that subsequently (BSNL) revised the prices on the lower side due to reduction in the price of copper wire rod and reimbursed Central Excise duty to the assessee only to the extent of duty payable as per the revised prices. The matters are pending

2. Before Cestat, Mumbai, Original OrderNo.808/Commission/Goa/CX/2007, dt. 30-03-2007 against Surana Telecom Limited (Unit-II) Plot No. 12-16, Pilerne Industrial Estate, Bordez, Goa. amount involved Rs. 1,40,32,981/-, STPL filed an Appeal against the Order passed by Department of Customs & Central Excise, Goa, before CESTAT, Mumbai. during the period from March 2005 to April/2005 the CDMA WLL Telephones, namely IFWT CDMA 2000 IX integrated Fixed Wireless Terminals Model ETS 2288 Huawei Chiena Mula were not eligible for exemption from payment of Central Excise Duty, in terms of Serial number 264 of the table to the Notification No. 6/2003-CE dt 01/03/2003 as amended and STL, Goa failed to discharge the burden of proof cast upon them to prove that these telephones were Cellular phones and that these CDMA WLL Telephones were classifiable under chapter sub-heading 85252019 “other” transmission apparatuses in corporating reception apparatus for radio telephony of the first schedule to the Central Excise Tariff Act, 1985. The Department of Customs & Central Excise, Goa demand duty of Rs. 1,37,57,824/- plus Education Cess of Rs. 2,75,157/- aggregation Rs. 1,40,32,981/- upon M/s. Surana Telecom Limited, Goa. STL’s appeal against the Order pending before CESTAT, Mumbai. 3. Office of the Commissioner of Customs, AIRPORT AND AIR CARGO, Menambakam, Chennai, F.No. 845/deec-547/2001(Gr7 ACC) S8/436/2009 – Gr 7 ACC: show cause notice issued to M/s. STL on 20/05/05 to pay Rs. 4,00,293/- with applicable interest @ 15% as they violated the condition of Customs Notification 51/2000, dt. 17/04/2000 and that they also violated the terms of the bond submitted by them to the department. M/s. STL has imported certain materials through AIR CARGO Complex, Chennai and cleared them for home consumption duty free vide advance License No. 09100050204 dated 30/03/2001 under customs Notification of 51/2000 dt. 17/04/2000 and submitted a bond dt. 05/05/2001 under Customs Notification 51/2000 dt. 17.04.2000 binding themselves to pay of demand Rs. 4,00,293/- which was the duty leviable, but for the exemption on the imported materials in respect of which the condition mentioned in the notification have not been complied with interest at the rate of 24% per annum from the date of clearance of the materials. Appeal filed by STL, pending before Commissioner (Appeals), Chennai.

4. E/428/07, dt 15-05-09 STPL filed CESTAT, Mumbai, refund claim of STL in H.S. Sleeves, denova adjucation, pending with CESTAT, Mumbai.amount involved Rs. 4,06,023/-

5. E/63/08 against O/o. 10/ADC/Goa/CX/2007 and 29-03-2007, STL filed CESTAT, MUMBAI, Shortage and excess payment of excise duty STPL, Goa(JFTC/pair cables


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(drums), amount involved : Rs. 2,85,262/- out of which STL deposited Rs. 75,000/- Conditional Stay granted. Pending before CESTAT, Mumbai. 6. CA 6722-6724/ 2008: STL filed an appeal against Dept of Customs and Central Excise, CESTAT, Bangalore) before Hon’ble Supreme Court, New Delhi appeal filed for Valuation of CDMA against the judgment passed by CESTAT, Bangalore. Amount involved of Rs. 70,75,609/- penalty imposed u/Sec 114A and interest u/S 28AB of Customs & Central Excise Act,on STL and Rs. 5,00,000/- penalty on Mr. Narender Surana in the capacity company’s M. D. Present Status: STL filed rejoinder and pending.

II Sales Tax

1. In the Assessment year 1995-96, STL Vs Dy.Commissioner (Panjagutta Circle, Hyderabad), STAT, STL filed Annual report turnover differs with Assessment order turnover, Paid under Protest, amount involved in this matter is 21,60,663, balance due, pending before STAT and the hearing may come in this year. 2. In the year 2001-02, STL Vs Commercial Tax Officer, ADC, STL filed the case against the dept for restriction of Deferment (G.O.Ms.No. 75), amount involved in this matter is 1,15,000, matter is remanded to CTO for checking, verification and passing the orders.

III Entry Tax

W.P.No. 24884/10, dt. 3/8/2010, STL filed a Writ Petition before High Court of Kerala, Ernakulam against Bharat Sancharam Nigam Limited, Kerala Circle and 3 others in connection with refund of excess amount of Rs. 11,53,452/- collected by Department of Commercial Taxes and Asst. Commissioner(Assessment), Thiruvanthapuram, Kerala at various check posts as entry tax.

IV. Civil/Criminal Courts O.S. No. 46/2003, STL filed a suit against S3c PTE Ltd, Singapore before Family Court, City Civil Court, Secunderabad, Suit for recovery of amount of non-replacement of LG phones which were supplied to STL (wrongly LG 600W model was supplied instead of LG 700W). Suit amount is Us $ 82750 which is equivalent to 40,63,025,/- along with 15,07,512/- towards freight insurance and customs duty. Matter was heard as the Judge was transferred, the court appointed a commissioner to record and the matter and for cross examination of PW1 and his fees was fixed at Rs. 2,500/- to be paid by the plaintiff along with process fee. Present Status. Arguments of both parties heard and reserved for judgement.

2. C.S. (OS) No. 278 of 2009: SURANA TELECOM AND POWER LIMITED Vs BHARAT SANCHAR NIGAM LIMITED before Hon’ble High Court, New Delhi

STPL filed the case u/s 56 of the Indian Contract Act on the basis that AMC Contract on the basis that the subject AMC Contract Present Status: That the application under Order iv Rule 14 of CPC 1908 for production of documents filed in the aforesaid matter, was listed for hearing before the High Court of Delhi at New Delhi and was pleased to issue


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notice on the said application and further directed the application to be listed for filing of reply by defendant/BSNL and pending.

3. BEFORE ARBITRATION TRIBUNAL (NEW DELHI) MR. JUS. NAGENDER RAI: STL Vs MTNL,

STPL/Claimant filed the Claim Statement before the Arbitral Tribunal for Rs. 58.24 Lakhs for delay in supply of material, but the delay was due to late approval by MTNL and MTNL deducted penalty including the interest. MTNL filed counter. Claim amount Rs. 58.24 Lakhs. Present Status: matter is pending. Present Status: Matter is pending. before the arbitrator

4. Criminal - Negotiable Instrument cases:

Admirality Suit No. 1964 of 2010, STPL Vs Elisa Delmas, Tanzania, South Africa before the Hon’ble High Court, Mumbai, STPL filed the suit for breach of contract of carriage / containers for the loss on account of non-availability of consignment, recovery for an amount of US Dollors $ 5,73,700/- along with interest @ 15% per annum. Hon’ble High Court, Mumbai directed the defendants i.e. M/s. Elisa Delmas to furnish Bank Guarantees for an amount of Rs. 3,33,90,179,062/- i.e. half amount from the total suit amount. Present Status: B.G.s furnished and pending.

V. Cases Pending before the Hon’ble Arbitrator Shri A. Gopal Rao: M/s. STPL Vs DoT

1. W.P.No. 26927/97, M/s. STL Vs DoT, to cease and desist from applying the revised terms and conditions for supply of PIJF U/G Cable and to pay the claimant the composite price in accordance with the terms and conditions of the Tender.DoT Tender No. MM/SW/017 directions sought to pay Composite Price. Hon’ble High Court passed an order for appointing Hon’ble Arbitrator Justice Shri A. Gopal Rao, claim peititions filed before the Arbitrator and pending for hearing. 2. W.P.No. 27223/97, M/s. STL Vs DoT, the governing price of procurement of A.P.O. relating to the price clarified into Basic Price. Excise Duty and Sales Tax as illegal and to pay the sale consideration for the goods delivered at the Composite Price. DoT Tender No. 1421/MMT, amount withheld for supply of 0.5 LCKM applying new price directions sought to pay at old Price. Hon’ble High Court passed an order for appointing Hon’ble Arbitrator Justice Shri A. Gopal Rao, claim peititions filed before the Arbitrator and pending for hearing. 3. W.P. 16066/1998, STL Vs Department of Telecomunications, Department Tender No. 14-21/MMT, amount withheld for supply of 0.5 LCKM applying new price directions sought to pay at old price.i.e. Rs. 37,70,887/-. Hon’ble High Court passed an order for appointing of Hon’ble Arbitrator of Shri A. Gopal Rao, and the claim peititions filed before the Arbitrator and pending for hearing.


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Cases pending before the Hon’ble High Court of Andhra Pradesh, Hyderabad:

W.P. 26917/1997, STL Vs Depart of Telecomunations, Department Tender No. 14-21/MMT, Petitioner (STL) suffered loss due to non-placement of Order by DoT, Pecuniary loss estimated for Rs. 1,15,62,720/-Present Status: Pending for final hearing.

Electricity case filed by STPL

W.P.No. 27010 of 2010 (WPMP No.34520/2010) STPL filed a writ against APERC, Singareni Bhavan, Rep by its Chairman and Others, Harinam Wires pleased to pass order/s or to direction of a Writ of Mandamus declaring the orders issued by 1st Respondent inproceedingNos.APER/Secy./Jt.Dir. (Tariff.Engg)/No.05,APERC/Secy/Jt.Dir.(TariffEngg)No.06,APERC/Sec./Jt.Dir(TariffEngg)No./07andAPERC/Secy/Jt.Dir.(TariffEngg)No06,APERC/Secy./Jt.Dir (Tariff-Engg)/No./08, dt 5-6-2010 determining and approving Fuel Surcharge Adjustment (FSA) for the financial year 2008-09 (April 2008 to March 2009) and the Hon’ble High Court directing the Respondent to issue show cause notice and Interim Stay granted on 01-11-2010.

CASES FILED AGAINST SURANA TELECOM & POWER LIMITED

I Central Excise:

1. The Commissioner of Customs & Central Excise, Hyd-III, Commissionerate, Basheerbagh, Hyderabad - Or.No. 80/08 – Adju – Hyderabad – III dt. 09-04-2009 amount involved of Rs. 22,75,654/-, the Department proposed to deny benefit of exemption under notification No. 24/2005 Cus , dt. 01-03-2005, STPL was importing the two basic raw materials of Single Mode Optical Fibre and PBT Granules and other raw material of OFC the end product. STPL has classified our final product under 854470 in order to avail the duty Notification under 24/2005 dt 01/03.2005 where it has been clarified that that all the goods under 854470 are exempted from payment of customs duty under ITA Bound Scheme. But the Excise Department informed that O.F.C is classifiable under 90 chapter and certificate for availing the benefit under 24/2005 cannot be issued and matter is pending with CESTAT, Bangalore.

2. Before CESTAT, Mumbai,Original OrderNo.808/Commission/Goa/CX/2007, dt. 30-03-2007 against Surana Telecom Limited (Unit-II) Plot No. 12-16, Pilerne Industrial Estate, Bordez, Goa. amount involved Rs. 1,40,32,981/-, STPL filed an Appeal against the Order passed by Department of Customs & Central Excise, Goa, before CESTAT, Mumbai. during the period from March 2005 to April/2005 the CDMA WLL Telephones, namely IFWT CDMA 2000 IX integrated Fixed Wireless Terminals Model ETS 2288 Huawei Chiena Mula were not eligible for exemption from payment of Central Excise Duty, in terms of Serial number 264 of the table to the Notification No. 6/2003-CE dt 01/03/2003 as amended and STL, Goa failed to discharge the burden of proof cast upon them to prove that these telephones were Cellular phones and that these CDMA WLL Telephones were classifiable under chapter sub-heading 85252019 “other” transmission apparatuses in corpora ting reception apparatus for radio telephony of the first schedule to the Central Excise Tariff Act, 1985. The Department of Customs & Central Excise, Goa demand duty of Rs. 1,37,57,824/- plus Education Cess of Rs. 2,75,157/- aggregation Rs. 1,40,32,981/-


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upon M/s. Surana Telecom Limited, Goa. STL’s appeal against the Order pending before CESTAT, Mumbai.

II Civil Cases:

1. O.P. 754/06 DoT & others filed a case against STL before Chief Judge, City Civil Court, Hyderabad to set aside the award passed by Jus. A. Gopal Rao in favour STL as the Hon’ble directed the defendents to pay the suit amount of Rs. 84,15,012/- with 12% interest p.a. but petition was dismissed and again DoT has filed an appeal before Hon’ble High Court which was returned with certain objections. . Amount involved Rs. Rs. 84,15,012/-. 2. A.S. No. 158/2008, STL Vs M/s. G.B.R.Freight Forwarders (P) Ltd., filed before I ACJ, City Civil Court, Secunderabad against the order passed in O.S. No. 181/97 in favour of G.B.R.Freight Forwarders (P) Ltd for an amount of Rs. 3,06,406/- in the year 1997. Present Status: Appeal suit partly allowed modifying the rate of interest from 12% p.a., to 6% p.a. on suit amount from the year1994 onwards

2. BHAGYANAGAR INDIA LIMITED (BIL)

Except as described below, as on November 15, 2010, there are no outstanding or pending litigations, suits, criminal or civil prosecutions, proceeding or tax liabilities against our Company, our Directors, our Promoters or our Promoter Group Companies.

CASE FILED BY BHAGYANAGAR INDIA LIMITED:

I Central Excise:

INDIA EXTRUSION a unit of Bhagyanagar India Limited HYDERABAD filed Order in Original No. AC/MSIF/594/07 ADJ, ACC dt. 03/10/07 Before the CESTAT, West Zone Bench, Mumbai – 400004 India Extrusion filed a refund claim for Import of Cable Jointing Kits) of the lawful claim towards the excess of duty Import of Cable Jointing Kits), of Rs. 72,46,441/- has been delayed from 01/07/1995 to 27/08/2002 and hence M/s. India Extrusion filed on application for claiming the refund of interest of Rs. 72,46,441/- U/s 27-A of the Customs Act, 1962. Present Status: Pending.

Cases pending before the Hon’ble Supreme Court:

CDMA Matters filed By BML & Department Appeal

1. CA 6718-6720 / 2008: Bhagyanagar India Limited Vs Dept of Customs: Appeal filed filed an appeal against Dept of Customs and Central Excise, CESTAT, Bangalore) before Hon’ble Supreme Court, New Delhi appeal filed for Valuation of CDMA against the judgment passed by CESTAT, Bangalore. Amount involved of Rs. 70,75,609/- penalty imposed u/Sec 114A and interest u/S 28AB of Customs & Central Excise Act, on STL and Rs. 5,00,000/- penalty imposed on Mr. Narender Surana in the capacity company’s M. D. Present Status: BIL filed rejoinder and pending.


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BIL filed rejoinder. ii) Civil Appeal No. 8372/07: Commissioner of Central Excise, Goa Vs BML: Rejoinder filed Present Status: Pending. All the CDMA matters referred above filed before Supreme Court, Involves the amount as per final Order No. 760 to 768/2008.

II Entry Tax

W.P.No. 24493/10, dt. 3/8/2010, BIL filed a Writ Petition before High Court of Kerala, Ernakulam against Bharat Sancharam Nigam Limited, Kerala Circle and 3 others in connection with refund of excess amount of Rs.8,71,322/- collected by Department of Commercial Taxes and Asst. Commissioner(Assessment), Thiruvanthapuram, Kerala at various check posts as entry tax.

III Civil Cases

1. O.S. No. 438/07: BIL Vs M/s. Bhanu Conts Co. Pvt Ltd, & others, Suit for perpetual injunction : BIL has filed suit against M/s. Bhanu Conts Co. Pvt Ltd, & others restraining them and their representatives, men, agents or any other persons claiming through/under them from interfering with the peaceful possession and day to day construction activity initiated by BIL and their men from trespassers in to the suit schedule property bearing MCH No. 6-3-674/2, situated at Panjagutta, Hyderabad, admeasuring 1080 Sq. yds covered under proceeding of Debt Recovery Officer, Debt recovery Tribunal, Hyderabad dated 31-01-2003. Present Status: Interim Injunction in I.A.No. 90/07 dt. 09/03/07, suit is pending. 2. O.S. No. 422/06: BIL Vs Mr. Premsagar Rao Suit for declaration of possession and compensation:BIL has filed the suit against the defendant to declare the action of the defendant holding the possession of the suit schedule property i.e.land admeasuring 1500 Sq yds or 1254 Sq.mts in plots bearing No. 92,93,94 and 95 out of sanctioned lay out of 405 of 1970 which are situated in Sy.No. 10,11,12,14 and 16 of Hasmathpet Village situated at Sai Sagar Enclave, Balanagar Mandal, Kukatpally Municipality, R.R. Dist.

IV Criminal Complaint U/s 138 & 142 of N.I. Act:

1. C.C.No. 828/09, BIL Vs M/s. K.K. Rao Engg.Works BIL filed Criminal Complainant u/s. 138 and 142 of N.I.Act, 1882 against M/s. K.K. Rao Engg.Works Private Ltd, before the Hon’ble Addl Chief Metropolitan Magistrate, City Criminal Courts, Nampally, Hyderabad.. Amount involved: Rs. 4,26,672/- Present Status: Memo for compromise filed, both the parties have to appear before the Hon’ble Court, 2. BIL Vs M/s. Perfect Solar (India) Pvt. Ltd., BIL filed Criminal Complainant u/s. 138 and 142 of N.I.Act, 1882 against M/s. Perfect Solar (India) Pvt. Ltd., before the Hon’ble Addl Chief Metropolitan Magistrate, City Criminal Courts, Nampally, Hyderabad for recovery of money.

Amount involved: Rs. 3,99,999/-. Present Status: Summons issued to the defendants.


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V. Labour matters

CONTRACT WORKERS UNION Vs BHAGYANAGAR METALS LIMITED

W.P.No. 24092 of 2005 and W.P.No. 24100 of 2005 on the Hon’ble High Court of Andhra Pradesh The Writ Petition is filed against the award passed in I.D.No. 54 of 1999 and I.D.No. 94 of 1999 by the Industrial Tribunal Cum Additional Labour Court, Hyderabad. Court stayed the award. Present Status: Both the Writ Petitions clubbed together and partly heard.

VI. Arbitration Cases pending before Justice A. Gopal Rao, Arbitrator

M/S. BML Vs DoT

1. W.P.No. 29410/97 : DoT Tender No. 14-21/MMT, direction sought to pay amount Rs. 8,41,29,267 with interest @ 12% p.a. from 25-3-1997 till the date of award. 2. W.P.No. 28200/97: DoT Tender No. MM/SW/011997-Directions sought to pay the Amount as per composite price.To be determined on Composite Price – Court/Arbitration Tribunal has to take decision.Basic Price Rs. 92.15 Excise Duty, Rs. 17.31 Sales Tax Rs. 4.54 total Rs. 118.00 3. W.P.No. 16067/97: DoT Tender No. 14-21/MMT, STL suffered loss due to non-placement of order by DoT pecuniary loss estimated, direction sought to pay amount Rs. 8,41,29,267 with interest @ 12% p.a. from 25-3-1997 till the date of awardRs. 20,68,601 illegally deducted. To be refunded with interest. 4. W.P.No. 28409/97 : To supply of cables of 0.98 LCKM, remaining undelivered. BML received Rs. 17,34,06,061 leaving a balance of Rs. 8,41,29,267 to be paid. All the above writs are disposed on 09-10-2007 and the Hon’ble High Court appointed Hon’ble Jus. Shri. A.Gopala Rao as Arbitrator. Claim petitions filed and pending before him.

VI Debt Recovery Appeal Tribunal, Chennai Appeal Nos. 229 to 232 of 2008: BML Vs Mr. Suribabu & others against the Order dt. 31.07.08 passed by P.O., DRT, Visakhapatnam, in I.A. NO. 22 of 2008 in R.P.No 420 of 2001 in O.A.No. 460 of 1999, Mr. K. Suribabu and others filed an Appeal No. 232 of 2008 before DRAT, Chennai, challenging the impugned order dt. 31.07.08 passed by P.O., DRT, Visakhapatnam. Present Status: Counter filed by BIL (4th Respondent), matter is pending for hearing.

VII Criminal - Negotiable Instrument cases

Admirality Suit No. 1964 of 2010, BIL Vs Elisa Delmas, Tanzania, South Africa before the Hon’ble High Court, Mumbai, STPL filed the suit for breach of contract of carriage / containers for the loss on account of non-availability of consignment, recovery for an amount of US Dollors $ 5,73,700/- along with interest @ 15% per annum. Hon’ble High


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Court, Mumbai directed the defendants i.e. M/s. Elisa Delmas to furnish Bank Guarantees for an amount of Rs. 3,33,90,179,062/- i.e. half amount from the total suit amount. Present Status: B.G’s furnished and pending.

VIII Electricity 1. Electricity case filed by BIL.

W.P.No. 19429 of 2010 (WPMP No.24607/2010) BIL filed a writ against APERC, Singareni Bhavan, Rep by its Chairman and Others, BIL pleased to pass order/s or to direction of a Writ of Mandamus declaring the orders issued by 1st Respondent in proceeding Nos. APER/Secy./Jt.Dir.(Tariff.Engg)/No.05, APERC/Secy/Jt.Dir.(TariffEngg)No.06,APERC/Sec./Jt.Dir (TariffEngg) /No./07 and APERC/Secy/Jt.Dir. (TariffEngg)No06, APERC/Secy./Jt.Dir (Tariff-Engg)/No./08, dt/ 5-6-2010 determining and approving Fuel Surcharge Adjustment (FSA) for the financial year 2008-09 (April 2008 to March 2009) and the Hon’ble High Court directing the Respondent to issue show cause notice and Interim Stay granted on 19-08-2010.

2. Electricity case filed by Harinam Wires (A Unit of Bhagyanagar India Limited).

W.P.No. 27032 of 2010 (WPMP No.34543/2010) Harinam Wires filed a writ against APERC, Singareni Bhavan, Rep by its Chairman and Others, Harinam Wires pleased to pass order/s or to direction of a Writ of Mandamus declaring the orders issued by 1st Respondent inproceedingNos. APER/Secy./Jt.Dir.(Tariff.Engg)/No.05, APERC/Secy/Jt.Dir. (TariffEngg) No.06,APERC/Sec./Jt.Dir (TariffEngg)No./07 and APERC/Secy/Jt.Dir. (TariffEngg) No06, APERC/Secy./Jt.Dir (Tariff-Engg)/No./08, dt/ 5-6-2010 determining and approving Fuel Surcharge Adjustment (FSA) for the financial year 2008-09 (April 2008 to March 2009) and the Hon’ble High Court directing the Respondent to issue show cause notice and Interim Stay granted on 01-11-2010.

IX Other

Cases pending before the Hon’ble High Court, New Delhi:

C.S. (OS) No. 279 of 2009, BIL VS BSNL Suit filed by BIL against the defendant to pay the amount of Rs. 88,29,417/- to BIL withheld under AMC, . Present Status: The Hon’ble Court was further pleased to extend the ad-interim ex-parte order of temporary injunction, directing the defendant/BSNL from recovering (compliance with )any alleged penalty till the next date of hearing.

CASE FILED AGAINST BHAGYANAGAR INDIA LIMITED:

I Central Excise:

M/s. Bhagyanagar Metals ltd, Pilerne, Bardez, Goa, Appeal filed before CESTAT, Mumbai against C(A), Order. Appeal No. E/174/09 – Mum Refund Claim: BML in (O/o.No. R/39/2006-07 Ex Divi of 19/5/2006 against in Appeal No. E/1594/04 Mumbai, Cross Objection No. E/Co/22/08, Mumbai. Issue is : Rejection of refund already sanctioned by Asst. Commissioner, Goa. The appeal filed by Deputy Commissioner of Central Excise against Order in Original No. 39/2006-07, CX-DN-I dt 19/5/2006 R/37/2006-07, CX-DIN-Z, dt 19/05/2006 and R/38/2006-07, CX-DIV-I, dt 19/05/2006 in which the adjudicating


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authority has sanctioned refund of an amount of Rs. 2,90,633/- to M/s. Bhagyanagar Metals Limited, Pilerne Bardez, Goa. BML filed refund application on the ground that they had paid higher amount of duty on their product, “Jelly Filled Telephone Cables” which was supplied to BSNL on tentative prices due to escalation clause contained in the contract. It was submitted that subsequently (BSNL) revised the prices on the lower side due to reduction in the price of copper wire rod and reimbursed Central Excise duty to the assesses only to the extent of duty payable as per the revised price. Present Status : Against the refund the department filed an appeal before High Court, Mumbai , Bangalore and the matter is pending.

II Civil Cases

Cases before the Civil and Criminal Courts in Hyderabad Appeal No. A.S.S. R No. 4185/09 filed by BIL against M/s ARD Exim against the order in O.S. 321 of 2007 a suit for recovery of amount and compensation: for recovery of an amount of Rs. 2,94,317 with future interest on the file of III Senior Civil Judge, C.C.C. Sec’bad. Present Status: Appeal allowed and pending.

Case before the Hon’ble Civil Judge, Sr Division, Pune Special Civil Suit No. 2189 of 2007 in the file of Civil Judge, Senior Division, Pune. M/s. Bhagya Nagar Metals Limited Vs Mrs Usha Mahendra Jain & 2 others Suit for recovery of an amount Rs. 9,11,186/- to refund the amount paid to the Govt for N.A.Tax by them according to petitioners the amount has to be paid by BIL/dfnds. Present Status: Written statement filed, pending

III Other

Cases before the Hon’ble High Court of Andhra Pradesh, Hyderabad:

W.P. No. 17502/2007 (INDIA EXTRUSION & HARINAM WIRES units of BHAGYANAGAR INDIA LIMITED) Sri. T. Jangaiah Yadav and three others filed a Writ Petition in High Court of A.P., against Government of A.P., and six others and the matter is tagged with PIL and pending for hearing.

C. OTHER GROUP COMPANIES

I Civil / Criminal Cases

O.S. No. 125/2008 (I.ANo. 3218/2008) before CJ, City Civil Court, Secunderabad. M/s. Bhagyanagar Ventures Limited Vs M/s. New India Assurance Co. Ltd., BVL filed the suit for vacating the premises. The defendant has handedover the physical possession of the said property and also filed a petition for permission to withdraw the amount of security deposit of Rs. 11,79,025.40paise. Memorandam of Civil Revision Petition has been filed by Defendants before Hon’ble High Court to suspend the orders dt. 30.09.08 in I.ANo. 3218/2008 in O.S. No. 125/2008.


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Present Status: The same is pending. II Other

Cases before the Hon’ble High Court of Andhra Pradesh, Hyderabad:

W.P. No. 24895/2008, M/s. Scientia Infocom India Ltd Vs HMD, writ filed by the company for seeking the reasons for rejection of their application for construction (G.O. 111 matter) all connected matters tagged together with PIL and pending before the Hon’ble Court. Present Status: Counter filed by HMDA and pending.


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XV. GOVERNMENT APPROVALS Surana Ventures Limited was incorporated on November 8, 2006 under the Act under CIN No. U45200AP2006PLC051566 and obtained the certificate of commencement of business on November 13, 2006. Consequent to vesting of the Solar Business of Surana Telecom and Power Limited with Surana Ventures Limited, and pursuant to the Scheme, all permits, quotas, rights, entitlements, industrial and other licences, bids, tenders, letters of intent, expressions of interest, development rights (whether vested or potential and whether under agreements or otherwise), patents, copyrights, records, designs, and all relevant intellectual property rights in the aforesaid, municipal permissions, approvals, consents, subsidies, tenancies in relation to the offices, and/or residential properties for the employees, privileges, income tax benefits and exemptions under the Income Tax Act, 1961 (or any statutory modification or reenactment thereof for the time being in force), all other rights including sales tax deferrals and exemptions and other benefits, lease rights, prospecting licenses and mining leases, and the surface rights in relation thereto, receivables, and liabilities related thereto, licences, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and installations, utilities, electricity and other services, provisions and benefits of all agreements, contracts and arrangements and all other interests in connection with or relating to the Solar Business, stand transferred to and vested in or be deemed to be transferred to and vested in Surana Ventures Limited as if the same were originally given or issued to or executed in favour of Surana Ventures Limited, and the rights and benefits under the same shall be available to Surana Ventures Limited.


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XVI. ARTICLES OF ASSOCIATION Main provisions of the Articles of Association of the Company are as under: 1. Subject as here in after otherwise provided expressly or impliedly, the regulations contained in

table “A” in the First Schedule to the Companies Act, 1956 shall be the regulations of the Company.

INTERPRETATIONS

2. In the interpretations of these articles, unless the context otherwise requires: "The Act" means "The Companies Act, 1956" or any statutory modification or re-enactment

thereof for the time being in force. "These Articles" means Articles of Association for the time being or as altered from time to time by

Special Resolution. "The Company" or "this Company" means SURANA VENTURES LIMITED "In writing" and "Written" include printing, Lithography and other modes of representing or

reproducing words in a visible form. "Annual General Meeting" means a general meeting of the members held in accordance with the

provisions of Section 166 of the Act. "Auditors" means and includes those persons appointed as such for the time being of the

Company. "Board" or "Board of Directors" means the Board of Directors of the Company or the Directors of

the Company collectively. "Beneficial Owner" means a person whose name is recorded in the Register maintained by a

Depository under the Depositories Act, 1996. "Dividend" includes Bonus and Interim Dividend. "Depository" means a company formed and registered under the Act and which has been granted

a certificate of registration by SEBI under the provisions of the Securities and Exchange Board of India Act, 1992.

"Extra-ordinary General Meeting" means an extra-ordinary general meeting duly called and

constituted and any adjourned holding thereof. “Member" means the duly registered holder, from time to time, of the shares of the Company and

includes the subscriber to the Memorandum of the Company. "Meeting" or "General Meeting" means a meeting of the members.


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"Office" means the Registered Office for the time being of the Company. "Paid up" includes credited as paid up. "Proxy" means in instrument whereby any person is authorised to attend a meeting and vote for a

member at the general meeting on a poll. "Preference Shares" is the one which expressly described and designated as such and which is

not an Equity Shares. "Persons" includes Corporation as well as individuals. "The Register of Members" means the Register of Members to be kept pursuant to Section 150 of

the Act. "The Registrar" means the Registrar of Companies, Andhra Pradesh. "SEBI" means the Securities and Exchange Board of India. "Security" means such security as may be specified by SEBI from time to time. "Share" means share in the share capital of the Company and includes stock where a distinction

between stocks and shares is expressed or implied. "Secretary" means a Company Secretary within the meaning of Clause (c) of Sub-Section (1) of

Section 2 of the Company Secretaries Act, 1980 (Act (5) of 1980) and includes any other individual possessing the prescribed qualification and appointed to perform the duties which may be performed by a Secretary under this Act and any other Ministerial or Administrative duties.

"Seal" means the Common Seal for the time being of the Company. "Year" means the calendar year and "Financial Year" shall have the meaning assigned thereto by

Section 2 (17) of the Act. Words imparting the singular number include where the context admits or requires the plural

number and vice versa. The various Sections quoted in these regulations will mean to refer to the relevant Sections in the

Companies Act, 1956 Save as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the

subject or context, bear the same meaning in these Articles.

SHARE CAPITAL

3. a) The Authorised Share Capital of the Company is Rs. 50,00,00,000 (Rupees Fifty Crores only) divided into 5,00,00,000 ( Five Crores Only) equity shares of Rs.10/- (Rupees ten only) each, with the power to increase or to reduce the capital of the Company .


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b) The Company shall have the power to subdivide, consolidate, increase and reduce the capital and to divide the Shares in the Capital for the time being into several classes and attach thereto respectively such preferential or special rights, privileges and conditions as may be determined by or in accordance with the regulations of the Company and to vary, modify, abrogate such rights, privileges or conditions in such manner as may for the time being, be provided in the regulations of the Company; to consolidate, subdivide or re-organise the shares and issue shares of higher or lower denominations.

c) Subject to the provisions of the Act, any preference share may, with the sanction of an

ordinary resolution, be issued on the terms that they are, or at the option of the Company, liable to be redeemed on such terms and in such manner as the Company before the issue of the share may by special resolution determine.

d) Where at any time subsequent to the first allotment of shares, it is proposed to increase the

subscribed capital by the issue of new shares, subject to any directions to the contrary which may be given by the Company in general meeting and subject only to these directions, such new shares shall be issued in accordance with the provisions of the Act, or any statutory modification thereof.

e) The Company shall have power to issue shares at a discount, but in doing so, the Company

shall comply with provisions of the Act.

f) The Company shall have power to issue shares at a premium, but in doing so, the Company shall comply with the provisions of the Act.

g) The minimum paid up Capital of the Company is Rs.5,00,000/- (Rupees five lakhs only) or

such other higher amount as may be prescribed. Provided that not withstanding anything to the contrary contained in the foregoing Articles or

contained in any other provisions of these Articles, it shall be permissible for the Directors of the Company without requiring any Resolution of the Company in General Meeting or without making any offer to the existing shareholders of the Company, in the event of the increase of the subscribed capital of the Company being caused by allotment and or reservation of any bonus shares and/or Rights Shares by the exercise of any option to the debentures issued or loans raised by the Company from the Government or any institution specified by the Central Government in this behalf under the provisions of the Act.

4. Subject to the provisions of these Articles and of the Act, the shares shall be under the control of

the Board, who may allot or otherwise dispose of the same to such persons on such terms and conditions at such time as the Board thinks fit and with full power to allot shares of any class of the Company either, subject to the provisions of the Act, at a premium or at par or at a discount provided that the option or right to call the shares shall not be given to any person except with the sanction of the Company in General Meeting. The Board shall cause to be made the returns as to allotment provided for in the Act.

5. Subject to the provisions of the Act and these Articles, the Directors may allot and issue shares in

the capital of the Company in payment or in part payment for any property or assets of any kind whatsoever sold, supplied or transferred, or for goods or machinery supplied or for services rendered to the Company either in or about the formation or promotion of the Company or the conduct of its business, and any shares which may be so allotted may be issued as fully paid up


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or partly paid up otherwise than in cash, and if so issued, shall be deemed to be fully paid or partly paid up shares, as the case may be.

6. Subject to the provisions of Section 80 and if applicable Section 81, any preference shares may

with the sanction of an special resolution be issued on the terms that they are, or at the option of the Company are liable to be redeemed on such terms and in such manner the Company may by Special Resolution determine.

7. a) Subject to the provisions of Section 106 and 107 of the Companies Act, 1956 the rights

attached to the Preference Shares shall not be varied except in accordance with the procedures laid down in the above provisions.

b) The rights of all the Preference Shareholders are equal and rank pari-passu among

themselves. c) In the event of winding up, the preference shareholders shall rank prior to the equity

shareholders in the matter of return of capital. d) The Company may exercise the powers of paying the commissions conferred by Section 76,

provided that the rate or commission paid or agreed to be paid shall be disclosed in the manner required by this Section.

e) The Regulations and the provisions relating to issue of share certificates, transfer of shares,

issue of duplicate share certificates shall equally apply to the preference shares. f) Subject to the rules, regulations and the provisions for the time being in force, the

redeemable preference shares may be issued by the Company subject to the rate of interest/dividend, duration and the manner of redemption as may be decided by the Board in accordance with the power given by the Company through a resolution at the General Meeting.

g) (i) The redemption of preference shares may be affected out of profits of the Company

which would otherwise be available or out of the proceeds of a fresh issue of shares made for the purposes of the redemption.

(ii) No such shares shall be redeemed unless they are fully paid. (iii) The premium if any payable on redemption shall have been provided for out of the

profit of the Company or out of Company's securities premium account before the shares are redeemed.

(iv) Where any redeemable preference shares are redeemed otherwise then out of

proceeds of a fresh issue, there shall, out of the profits which would otherwise have been available for dividend, be transferred to a reserve fund to be designated as Capital redemption Reserve Fund, a sum equivalent to the to the nominal amount of the share redeemed.

h) The redemption of redeemable preference shares shall not be taken as a reduction of

capital.


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i) The preference Shares do not carry any voting right except in accordance with the provisions of Section 106 and 107 of the Companies Act, 1956.

j) The interest/dividend payable to the preference shareholders shall be deemed to be

cumulative. k) The Company may by a special resolution authorise the Board to decide the manner in

which the redeemable preference shares shall be issued, the rate of dividend/interest at which, the period for which and to whom such shares shall be issued.

8. A) Notwithstanding anything contained in the Act, but subject to the provisions of sub-section

(2) of Section 77A and 77B, including any statutory modification(s) or re-enactment thereof for the time being in force, the Company may purchase its own shares or other specified securities (hereinafter referred to as "buy back") out of :-

i) its free reserves; or ii) the securities premium account; or iii) the proceeds of any shares or other specified securities. Provided that no buy back of any kind of shares or other specified securities shall be made

out of the proceeds of an earlier issue of the same kind of shares or same kind of other specified securities.

B) The Company shall not purchase its own shares or other specified securities under sub-

clause (i) or this Article unless:- i) a special resolution has been passed in General Meeting of the Company authorising

the buy back; ii) the buy back is less than twenty five percent of the total paid-up capital and free

reserves of the Company. Provided that the buy back of equity shares in any financial year shall not exceed twenty five

percent, of its total paid-up capital in the financial year. Provided that nothing contained in this clause shall apply in any case where- A) the buy back is or less than ten per cent of the total paid-up equity capital and free reserves of the Company and B) such buy back has been authorised by the Board by means of a resolution passed at its meeting.

Provided further that no offer of buy back shall be made within a period of three hundred and sixty five days reckoned from the date of the preceding offer of buy back, if any.

i) the ratio of the debt owed by the company is not more than twice the capital and its free reserves after such buy back or at such ratio as may be fixed by the Central Government from time to time in this regard;


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Explanation: For the purpose of this Article, the expression "debt" includes all amounts of unsecured and secured debts.

ii) all the shares or other specified securities for buy back shall be fully paid-up;

iii) the buy back of shares or other specified securities shall be made in accordance with the guidelines issued by SEBI in this behalf.

ALTERATION OF SHARE CAPITAL 9. The Company shall have power to alter the conditions of the Memorandum as follows, that is to

say, it may: 1. a) Increase its share capital by such amount as it thinks expedient by issuing new shares. b) Consolidate and divide all or any of its share capital into shares of larger amount than its

existing shares. c) Sub-divide its shares or any of them into shares of smaller amount than is fixed by the

Memorandum, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be same as it was in the case of the share from which the reduced share is derived.

d) Cancel shares which, at the date of the passing of the resolution in that behalf, have not

been taken or agreed to be taken by any person and diminish the amount of its Share Capital by the amount of the Shares to be cancelled provided however the cancellation of shares in pursuance of the exercise of this power shall not be deemed to be reduction of share capital within the meaning of the Act.

2. The powers conferred by this regulation shall be exercised by the Company in general

meeting. 10. Subject to the provisions of the Act the Company in General Meeting may, from time to time by

Special Resolution reduce its Capital Redemption Reserve Account or share premium account in any manner for the time being that it may be called up again or otherwise. This Article is not to derogate from any power the Company would have if it were omitted.

UNDERWRITING AND BROKERAGE

11. Subject to provisions of the Act, the Company may at any time pay a Commission to any person

in consideration of his subscribing or agreeing to subscribe (Whether absolutely or conditionally) for any shares or debentures in the Company, or procuring or agreeing to procure subscription (Whether absolute or conditional) for any share or debentures in the Company, but so that the commission shall not exceed in the case of shares, five percent of the price at which the shares are issued, and in the case of debentures two and half percent of the price at which the debentures are issued. Such commission may be satisfied by payment of cash or by allotment of fully or partly paid shares or partly in one way and partly in other way.


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12. The Company may pay brokerage at the prevailing rates at the time of Issue and nothing in the Memorandum and Articles of Association shall affect the power of the Company to pay such brokerage as it has heretofore been lawful for the Company to pay.

VARIATION OF SHARE HOLDERS' RIGHTS

13. a) If at any time the share capital is divided into different classes of shares, the rights attached

to and by payment of cash or by allotment of fully or partly paid shares or partly in one way and partly class (unless otherwise provided by the terms of issue of the share of that class) may subject to the provisions of the Act, and whether or not the Company is being wound up be varied with the consent in writing of the holders of three fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.

b) Subject to the provisions of the Act, to every such separate general meeting, the provisions

of these Regulations relating to General Meetings shall mutatis mutaindis apply but so that the necessary quorum shall be two persons atleast holding or representing by proxy one-third of the issued shares of the class in question.

c) The rights conferred upon the holders of the shares of any class issued with preferred or

other rights shall not unless otherwise provided by the terms of issue of shares of that class be deemed to be varied by the creation or issue of further shares ranking pari-passu therewith.

14. Except as required by law, no person shall be recognised by the Company as holding any share

upon any trust, and the Company shall not be bound or, be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share or (except only as by these regulations or by law otherwise provided) any other rights in respect of any shares except an absolute right to the entry thereof in the registered holder.

SHARE CERTIFICATES

15. The Certificate of title to share shall be issued under the Seal of the Company and shall be

issued, sealed and signed in conformity with in the provisions of The Companies (Issue of share Certificate) Rules, 1960 or any statutory modification or reenactment thereof for the time being in force. Any two or more joint allottees or owners of a share shall, for the purpose of this Article, to be treated as a single member and the Certificate of any share may be delivered to any one of such joint allottees or owners on behalf of all of them. The Company shall comply with the provisions of the Act.

16. The Company shall, within 10 weeks of the closure of its subscription list of any of its shares,

debentures or debenture stock, within three months after allotment and within one month after the application for the registration of the transfer of any such shares, debentures or debenture stock, complete and despatch the Certificates of all shares and debentures and the Certificates of all debenture stock allotted or transferred, unless the conditions of Issue of the shares, debenture or debenture stock, otherwise provide.

17. (a) The Board of Directors may renew a Share Certificate or issue a duplicate of a Share

Certificate, if such share certificate.


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(i) is proved to have been lost or destroyed, or

(ii) having been defaced or mutilated or torn is surrendered to the Company or

(iii) is old, decrepit, or worn out or where the cages on the reverse for recording transfers are fully utilised.

(b) The Company shall observe such rules and conditions as may be prescribed by the

Government or required by the Stock Exchanges on which the shares are listed for renewal of Share Certificates or issue of duplicate share Certificates.

(c) The Company shall not charge any fee for subdivision or consolidation of share and

debenture certificates or for sub-division of letter of allotment or for splitting, consolidation or renewal of pucca transfer receipts into denominations corresponding to the market units of trading or for issue of new certificates in replacement of those which are old or worn out or where the cages on the reverse for recording transfers have been fully utilised.

(d) The Company shall not charge any fees exceeding those which may be agreed upon with

the Stock Exchange on which the shares are listed for issue of new certificates in replacement of those which are torn, defaced, lost or destroyed or for sub-division or consolidation of shares and debenture certificates or for sub-division of letter of allotment or for splitting, consolidation or renewal of pucca transfer receipts into denomination other than those fixed for the market units of trading.

CALLS ON SHARES

18. (a) The Board may, from time to time, make call upon the members in respect of any moneys

unpaid on their shares (Whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times.

Provided that no call shall exceed one-half of the share or be payable at less than one

month from the date fixed for the payment of the last preceding call. (b) Each member shall, subject to receiving at least thirty days notice specifying the time or

times and place of payment, pay to the Company at the time or times and place so specified the amount called on this shares.

(c) A call may be revoked or postponed at the discretion of the Board. 19. a) A call shall be deemed to have been made at the time when the resolution of the Board

authorising the call was passed and may be required to be paid by instalments. b) The joint-holders of a Share shall be jointly and severally liable to pay all calls in respect

thereof. 20. a) If a sum called in respect of a share is not paid before or on the day appointed for payment

thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at 18% per annum or at such lower rate, if any, as the Board may determine.


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(b) The Board shall be at liberty to waive payment of any such interest wholly or in part. 21. (a) Any sum which by the terms of issue of a share becomes payable on allotment or at any

fixed date whether on account of the nominal value of the share or by way of premium shall, for the purpose of these Regulations be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

(b) In case of non-payment of such sum, all the relevant provisions of the regulations as to

payment or interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

Provided that any amount be paid in advance of call on any shares, such amount may carry

interest but at the rate not less than 15% but shall not in respect thereof confer a right to dividend or to participate in profit.

LIEN

22. a) The Company shall have a first and paramount lien upon all the shares (other than fully

paid up shares) registered in the name of a each member (whether solely or jointly with others) and upon the proceeds of sale there of for all moneys(whether presently payable or not) called or payable at a fixed time in respect of such shares and no equitable interest in any share shall be created except upon the footing and condition decided by the Board of Directors thereof will have full effect and such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares. Unless otherwise agreed the registration of a transfer of shares shall operate as a waiver of the Company's lien if any on such shares. The Directors may at any time declare any shares wholly or in part to be exempted from the provisions of this clause.

b) The Company may sell, in such manner as the Board thinks fit, any shares on which the

company has a lien provided that no sale shall be made (1) Unless the sum in respect of which the lien exists is presently payable, or (2) Until the expiration of fourteen days after a notice in writing stating and demanding

payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for time being, of the share or the person entitled there to by reason of his death or insolvency.

c) (1) To give effect to any such sale, the Board may authorise some person to transfer the

shares sold to the purchaser thereof. (2) The purchaser shall be registered as the shareholder of the shares comprised in any

such transfer. (3) The purchaser shall not be bound to see the application of the purchase money, nor

shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.


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d) (1) The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.

(2) The residue, if any, shall, subject to a like lien for sum not presently payable as existed

upon the shares before the sale, be paid to the person entitled to the shares at the date of sale.

e) No member shall exercise any voting rights in respect of any shares registered in his name

on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has, and has exercised any right of lien.

FORFEITURE OF SHARES

23. a) If a member fails to pay any call or installment of a call on the day appointed for payment

thereof, the Board may, at any time thereafter during such times as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installments as is unpaid, together with any interest which may have accrued.

b) The notice aforesaid shall: (1) Name a further day (not being earlier than the expire of fourteen days from the date of

service of notice) on or before which the payment required by the notice to be made, and

(2) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made will be liable to be forfeited.

c) If the requirements of any such notice as aforesaid are not complied with, any share in

respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.

d) (1) A forfeited share may be sold or otherwise disposed of in such manner as the Board

thinks fit. (2) At any time before a sale or disposal as aforesaid, the Board, may cancel the forfeiture

on such terms as it thinks fit. e) A person whose shares have been forfeited shall cease to be a member. f) (1) A duly verified declaration in writing that the declarant is a Director, the Manager or the

Secretary of the Company, and that share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of facts therein stated as against all persons claiming to be entitled to the share.

(2) The Company may receive the consideration, if any, given for the share on any sale

or disposal there of and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of.

(3) The transferee shall there upon be registered as the holder of the share.


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(4) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

g) The provisions of these Regulations as to forfeiture shall apply in the case of non-payment

of any sum which, by the terms of issue of a share, become payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

h) The forfeiture of share shall involve the extinction of all interest in and also of all claims and

demands against the Company in respect of the share, and all other rights incidental to the share, except only such of those rights as by these Articles are expressly saved.

TRANSFER AND TRANSMISSION OF SHARES

24. The instrument of transfer of any share in the Company shall be executed by or on behalf of both

the transferor and transferee. The transferor shall be deemed to remain a holder of the share until the name of transferee is entered in the Register of members in respect thereof.

25. Shares in Company shall be transferred in the form prescribed by the Companies (Central

Government's) General Rules and Forms 1956. The Company shall not charge any fees for registration of transfer. The provisions of the Act for the time being in force, shall be complied with in respect of all transfer of shares and registration thereof.

26. Subject to the provisions of the Act, and Section 22A of the Securities Contracts (Regulation)

1956 Act, the Directors may in their absolute and unqualified discretion decline to register any transfer of shares without assigning any reason thereof. The Directors may also decline to recognize any instrument of transfer unless it is accompanied by the certificate(s) of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. If the Directors refuse to register the transfer of any Shares, they shall, within one month after the date on which the transfer was lodged with the Company send to the transferee and the transferor notice of the refusal.

PROVIDED that registration of the transfer shall not be refused on the ground of the transferor,

being either alone or jointly with any other person, indebted to the Company on any account whatsoever except a lien on the Share.

27. a) The registration of transfers may be suspended at such times and for such periods as the

Board may from time to time determine. Provided that such registration shall not be suspended for more than forty five days in any

year and provisions of the Act shall be complied with. b) The Company shall not charge any fees for the registration of any probate, letters of

administration, certificate of death, marriage, power of attorney etc. 28. (a) On the death of a member, the survivors or survivor where the member was a joint

holder, and his legal representatives where he was sole holder, shall be the only person recognised by the Company as having any title to his interest in the shares.


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(b) Nothing in Clause (a) shall release the estate of the deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

(c) (1) Any person becoming entitled to a share in consequence of the death or insolvency of a

member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as herein-after provided, elect, either.

i) to be registered himself as holder of the share; or

ii) to make such transfer of the share as the deceased or insolvent member could have made.

(2) The Board shall, in either case have the same right to decline or suspend registration

as it would have had, if the deceased or insolvent member has transferred the shares before his death or insolvency.

(d) (1) If the person so becoming entitled shall elect, to be registered as holder of the share

himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

(2) If the person aforesaid shall elect to transfer the share, he shall testify his election by

executing a transfer of the share. (3) All the limitations, restrictions and provisions of these regulations relating to the right to

transfer and the registration of transfer of shares shall be applicable to any such notice or transfer as a aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.

(e) A person becoming entitled to a share by reason of the death or insolvency of the holder

shall be entitled to the same dividends and other advantages to which he would be entitled as if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of to exercise any right conferred by membership in relation to meetings of the Company.

Provided that the Board may, at any time, give notice requiring any such person to elect

either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter with-hold payment of all dividends, bonuses or other monies, payable in respect of the share until the requirements of the notice have been complied with.

29. a) Every holder of Shares of the Company may, at any time, nominate, in the prescribed

manner, a person to whom his Shares of the Company shall vest in the event of his/her death.

b) Where the shares the Company are held by more than one person jointly, the joint holders

may together nominate, in the prescribed manner, a person to whom all the rights in the Shares of the Company shall vest in the event of death of all the joint holders.

c) Where a nomination is made in the prescribed manner to confer on any person the right to

vest the shares of the Company, the nominee shall, on the death of the shareholder of the Company or, as the case may be, on the death of the joint holders become entitled to all the


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rights in the Shares of the Company, all the joint holders, in relation to such shares of the Company to the exclusion of all other person, unless the nomination is varied or cancelled in the prescribed manner.

d) Where the nominee is a minor, it shall be lawful for the holder of the shares, to make the

nomination to appoint in the prescribed manner any person to become entitled to shares of the Company, in the event of his/her death, during the minority.

30. a) A nominee, upon production of such evidence as may be required by the Board and subject

as hereinafter provided, elect, either: i) to register himself/herself as holder of the share

ii) to make such transfer of the share as the deceased shareholder could have made. b) If the nominee elects to be registered as holder of the share himself/herself, he/she shall

deliver or send to the Company a notice in writing signed by him/her stating that he/she so elects and such notice shall be accompanied with the death certificate of the deceased shareholder.

c) A nominee shall be entitled to the same dividends and other advantages to which he/she

would be entitled, if he/she were the registered holder of the share. Provided that he/she shall not, before being registered as a member, be entitled to exercise any right conferred by membership in relation to meetings of the Company.

Provided further that the Board may, at any time, give notice requiring the nominee to elect

either to be registered himself/herself or to transfer the share and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

DEMATERIALISATION OF SECURITIES

31. (a) Notwithstanding any thing contained in these Articles, the Company shall be entitled to

dematerialise its securities and to offer securities in a dematerialised form pursuant to the provision of the Depositories Act, 1996 or otherwise.

(b) Notwithstanding anything contained in these Articles, an issue of security by the Company

also be in the dematerialised form and the Company shall intimate the details of allotment to the depository immediately on allotment of such securities.

Investors in a new issue and the beneficial owners shall have the option to rematerialise the

securities subsequent to the allotment or dematerialisation, as the case may be, in which event the Company shall issue to the investor/beneficiary the required certificates of securities subject to the provisions of applicable laws, rules, regulations or guidelines. The Shares so rematerialised shall bear new distinctive numbers so as to identify them from the shares not dematerialised.

(c) All securities held in the depository mode with a depository shall be dematerialised and be in

fungible form. To such securities held by a depository on behalf of a beneficial owner, nothing contained in Securities 153 of the Act shall apply.


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(d) (1) Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of securities on behalf of the beneficial owner.

(2) Save as otherwise provided in (1) above, the depository as the registered owner of the securities shall not have other membership rights in respect of the securities held by it.

(3) Every person holding securities of the Company and whose name is entered as the beneficial owner in the register maintained by a depository shall be deemed to be a member of the Company. The beneficial owner of securities shall alone be entitled to all the rights and benefits and be subject to all the liabilities in respect of the securities held in the depository mode of which he is the beneficial owner.

(e) Notwithstanding any thing contained in the Act or these Articles to the contrary, where

securities are held in a depository mode, the records of the beneficial owner may be served by a depository on the Company by means of electronic mode or by delivery of floppies or discs.

(f) Nothing contained in Section 108 of the Act or these Articles shall apply to transfer of

securities effected by a transferor and transferee both of whom are entered as beneficial owners in the Register maintained by a depository under the Depositories Act, 1996.

(g) Nothing contained in the Act or these Articles regarding the necessity of having distinctive

numbers for securities issued by the numbers for securities issued by the Company shall apply to securities held in the depository mode.

(h) The Register and Index of beneficial owners maintained by a depository under the

Depositories Act, 1996 shall be deemed to be the Register and Index of members and holders of securities for the purposes of these Articles and the Act.


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XVII. DOCUMENTS FOR INSPECTION (a) Memorandum and Articles of Association of the Company along with Certificate of Incorporation and Certificate of Commencement of Business issued by Registrar of Companies, Andhra Pradesh. (b) The Order of the Hon’ble High Court of Andhra Pradesh, Hyderabad on June 28, 2010 sanctioning the Scheme of Arrangement for demerger of the Solar Undertaking of Surana Telecom and Power Limited to the Company. (c) Letters issued by BSE and NSE according their no objection to the Scheme. (d) Return of Allotment dated August 21, 2010 filed by the Company for allotment of Shares pursuant to the Scheme. (e) Copy of Tripartite Agreement with National Securities Depository Ltd. and Central Depository Services (India) Ltd. (f) Memorandum of Understanding with the Registrar and Share Transfer Agent. (g) Annual Report containing the Audited Accounts of the Company as on March 31, 2010. (h) SEBI Letter granting relaxation from the applicability of Rule 19(2)(b) of the Securities Contract Regulation (Rules) 1975 for listing of Shares of Surana Ventures Limited.


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XVIII. DECLARATION

To the best of knowledge and belief of the Board of Directors of the Company, all statements made in this Information Memorandum are true and correct. SIGNED ON BEHALF OF THE BOARD OF DIRECTORS For Surana Ventures Limited _____________ Chairman Hyderabad DECEMBER 29, 2010

surana ventures_im

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