Professional Documents
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BOARD OF DIRECTORS
NON-EXECUTIVE CHAIRMAN
MANAGING DIRECTOR
DIRECTORS
MANAGEMENT COMMITTEE
AUDIT COMMITTEE
CORPORATE SOCIAL
RESPONSIBILITY COMMITTEE
NOMINATION AND
REMUNERATION COMMITTEE
SHAREHOLDERS GRIEVANCES
COMMITTEE
: Shri B. Manoharan
COMPANY SECRETARY
STATUTORY AUDITORS
INTERNAL AUDITORS
COST AUDITORS
Shri M. Balaramakrishnaiah
Chartered Accountant, Hyderabad
: M/s. B.V.R. & Associates
Cost Accountants, Hyderabad
::1::
BANKERS
: Bank of Baroda
Bank of India
Central Bank of India
IDBI Bank Limited
Indian Overseas Bank
Oriental Bank of Commerce
UCO Bank
REGISTERED OFFICE
& CORPORATE OFFICE
: Plot No. 41
Nagarjuna Hills, Panjagutta
Hyderabad, Telangana- 500 082
Website: www.sujana.com
WORKS -
LEC DIVISION
- DOMESTIC APPLIANCES
DIVISION
: Plot No.128/A
I.D.A. Bollaram
Jinnaram Mandal, Medak District
Telangana
-
INFRASTRUCTURE DIVISION
LISTING
: Equity
Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai - 400 001
National Stock Exchange of India Limited
(NSE)
5th Floor, Exchange Plaza
Bandra (E), Mumbai - 400 051
::2::
NOTICE
2.
5.
SPECIAL BUSINESS:
4. To appoint Dr. V. Malakonda Reddy
(DIN: 00839850) as an Independent
Director and in this regard to consider
and if thought fit, to pass, with or
without modification(s), the following
resolution as an Ordinary Resolution:
::3::
6.
7.
::4::
::5::
5.
6.
G. Srinivasa Raju
Managing Director
Place: Hyderabad
Date: 28th August, 2014
NOTES:
1.
9.
::6::
Attendance slip, as sent herewith, is required to be brought at the venue duly filled in and
signed, for attending the meeting.
b.
Folio No./DP & Client ID No. may please be quoted in all correspondence with the Company and
or the STA.
15. Boards report is prepared in accordance Ministry of Corporate Affairs vide its General Circular
No.08/2014 dated; 4th April, 2014 which stated that Boards report in respect of financial years that
commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/ Schedules/ rules
of the Companies Act, 1956.
16. Instructions for members for voting electronically are as under:
Pursuant to provisions of the Section 108 of the Companies Act, 2013, read with the Companies
(Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility to
cast their votes electronically on all resolutions set forth in the notice.
The e-voting facility will be available on and from 22nd September, 2014 at 9:30 a.m. and ends on 24th
September, 2014 at 6:00 p.m.
Shri Y. Ravi Prasada Reddy, Practicing Company Secretary, Hyderabad, has been appointed as the
scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
In case of members receiving e-mail:
i.
ii.
iii.
Now, select the COMPANY NAME (i.e. SUJANA UNIVERSAL INDUSTRIES LIMITED) from the
drop down menu and click on SUBMIT.
::7::
iv.
b.
c.
Members holding shares in Physical Form should enter Folio Number registered with the
Company.
v.
vi.
If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier voting of any Company, then your existing password is to be used.
vii. If you are a first time user follow the steps given below:
PAN
Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name in
CAPITAL letters, as recorded in the members register and followed by
the number of shareholdings (not exceeding 8 digits) in the PAN field.
In case the number of shares is less than 8 digits enter the applicable
number of 0s before the number after the first two characters of the
name in CAPITAL letters. Eg., if your name is Ramesh Kumar with
number of shares is 1 then enter RA00000001 in the PAN field.
DOB
Enter the Date of Birth as recorded in your demat account or in the Company
records for the said demat account or folio in dd/mm/yyyy format.
Dividend Bank Enter the Dividend Bank Details as recorded in your demat account or in the
Details
Company records for the said demat account or folio.
l
Please enter the DOB or Dividend Bank Details in order to login. If the
details are not recorded with the depository or Company, please enter
the member id / folio number in the Dividend Bank details field.
Members holding shares in physical form will then reach directly the Company selection screen.
However, members holding shares in demat form will now reach Password Creation menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions
of any other Company on which they are eligible to vote, provided that Company opts for
e-voting through CDSL platform. It is strongly recommended not to share your password with
any other person and take utmost care to keep your password confidential.
x.
For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
xi.
Click on the EVSN for the relevant <Company Name> on which you choose to vote.
xii.
On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option
YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you
assent to the Resolution and option NO implies that you dissent to the Resolution.
::8::
::9::
EXPLANATORY
STATEMENT
PURSUANT
TOSECTION 102(1) OF THE COMPANIES ACT,
2013 (the Act):
: : 10 : :
Item No. 7:
: : 11 : :
Item No. 8:
Item No. 9:
: : 12 : :
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the
shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary
Resolution as set out at Item No.10 of the Notice for ratification of the remuneration payable to the
Cost Auditors for the financial year ending 31st March, 2015.
None of the Directors/Key Managerial Personnel of the Company/their relatives is, in any way,
concerned or interested, financially or otherwise, in this resolution.
This statement may also be regarded as a disclosure under Clause 49 of the listing agreement with
the Stock Exchanges.
The Board recommends the Ordinary Resolution set out at Item No. 10 of the Notice for approval by
the shareholders.
BY ORDER OF THE BOARD
G. Srinivasa Raju
Managing Director
Place: Hyderabad
Date: 28th August, 2014
: : 13 : :
Qualifications
Shri J. Ramakrishnan
20.08.1936
02153325
25.07.1995
He is an Independent and nonexecutive director. In August
1994, he was appointed as
the Chief Commissioner of
Customs and Central Excise,
Hyderabad Zone. After his
retirement from the Customs
& Excise Department, he
Shri Y.S. Chowdary has in depth knowledge joined Sujana Group.
and has a deep insight into the domestic and
global steel products industry.
1. Bachelor Degree in Mechanical Bachelors Degree (Honors)
Engineering from Chaitanya Bharathi in Science from Madras
Institute of Technology, Hyderabad.
University.
2. Master Degree in Engineering with
specialization
in
Machine
Tools
from P.S.G. College of Technology,
Coimbatore.
: : 14 : :
Name of Director
Date of Birth
Director Identification No.
Date of Appointment
Expertise in specific functional
areas
Qualifications
1.
Bachelor
Degree
in
Engineering (Civil) from
Madras University.
: : 15 : :
DIRECTORS REPORT
To the Members,
The Directors have pleasure in presenting their Report and the Audited Financial Statements of the Company
for the year ended 31st March, 2014.
Companys Performance:
Your Company has achieved a turnover of Rs. 342,173.02/- lakhs for the year ended 31st March, 2014, as
against the turnover of Rs.335,903.96/- lakhs for the previous year ended 31st March, 2013, the highlights
of the financial results are as follows:
Rs. in Lakhs
2013-2014
Particulars
2012-2013
15,535.49
12,235.19
Financial Costs
14,735.14
8,580.62
Depreciation
1,741.59
3,007.99
(941.24)
646.58
Current Tax
Deferred Tax
170.00
(310.91)
136.20
(630.33)
340.38
23,691.11
22,641.91
737.13
23,060.78
23,719.42
Appropriations:
Proposed Dividend:
-
Equity
Preference
Dividend Tax
Balance of Profit
24.36
24.36
3.95
3.95
23,032.47
23,691.11
Operations:
Appliances Division
The Appliances divisions mainly includes the products like varieties of Fans,
Fan Components and other appliances, which has recorded a turnover of
Rs.54.97 lakhs during the year ended 31st March, 2014.
Infrastructure Division
: : 16 : :
Pac Ventures Pte. Limited, Singapore was set up in the year 2007 with
a view to expand the Companys business of general wholesale trade
(including general imports and exports) in the overseas markets and
the Company has achieved revenue of Rs. 39,913.22 lakhs during the
year.
Sujana Holdings Limited, Dubai was set up in the year 2006 for carrying
on the business of investments and trading and its revenue during the
year was Rs. 50.28 lakhs.
Nuance Holdings Limited, Hong Kong was set in the year 2006 for
carrying on the business of investments and trading and its revenue
during the year was Rs. 16,151.50 lakhs.
Sun Trading Limited, Cayman Islands was set up in the year 2008 for
carrying on the business of general wholesale trade which includes
general imports and exports and its revenue was Rs. 39,263.81 lakhs.
Sun Trading Ltd has a subsidiary namely Sun global Trading Pte. Ltd,
Singapore.
: : 17 : :
Directors:
In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company,
Shri Y.S. Chowdary, Director of the Company will retire by rotation at the ensuing Annual General Meeting
and, being eligible, offers himself for re-appointment.
In accordance with the provisions of Companies Act, 2013 and the Listing Agreement, the office of
directorship of Shri J. Ramakrishnan and Dr. K. Srinivasa Rao, existing Independent Directors pursuant
to Clause 49 of the listing agreement, with the enactment of the Companies Act, 2013 (Act) it is now
incumbent upon every listed Company to appoint Independent Directors as defined in Section 149 of the
Act, which has been notified w.e.f. 1st April 2014, who are not liable to retire by rotation and shall hold
office for a term up to 5 (five) consecutive years. Accordingly, it is proposed to appoint Shri J. Ramakrishnan
and Dr. K. Srinivasa Rao as Independent Directors under Section 149 of the Act and Clause 49 (revised)
of the Listing Agreement to hold office for 5 (five) consecutive years from 30th September, 2014 to 29th
September, 2019, whose office shall not be liable to retire by rotation, at the ensuing Annual General
Meeting of the Company.
The Board of Directors of the Company also proposes the appointment of Dr. V. Malakonda Reddy, who
was appointed as Additional Director (Independent Director) on 28th August, 2014 by the Board, as an
Independent Director for a period of 5 (five) consecutive years from 28th August, 2014 to 27th August,
2019, whose office shall not be liable to retire by rotation, pursuant to Section 149, 161 of the Companies
Act, 2013, Clause 49 (revised) of the Listing Agreement read with the Articles of Association of the Company.
Keeping inview their experience and expertise, the Board considers it desirable that the Company should
continue to avail the services of Dr. V. Malakonda Reddy that would be of immense benefit to the Company.
The Company has received declarations from all the Independent Directors of the Company confirming that
they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.
The Resolutions proposing their re-appointment/appointments as Independent Directors will be placed
before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.
Industrial Development Bank of India nominated Shri Ch. Srinivasu, as its nominee on your Companys
Board with effect from 30th May, 2014 in the place of Shri Ashok Kumar De.
The Board places on record its appreciation for the valuable services rendered by Shri Ashok Kumar De
during association as a Nominee Director of the Company.
Directors Responsibility Statement:
Directors Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year
ended 31st March, 2014;
a.
That in the preparation of the annual accounts for the financial year ended 31st March 2014, the
applicable accounting standards have been followed along with proper explanation relating to the
material departures;
b.
That the Directors have selected such Accounting Policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and loss of the Company for the year
under review;
c.
That the Directors have taken proper and sufficient care to the best of their knowledge and ability for
: : 18 : :
d.
Particulars
Change (Yes/No)
(a)
No
(b)
No
(c)
The expiration of a patent which had given the Company a virtual monopoly in
the sale of its principal products.
No
(d)
The settlement of tax liabilities of prior period and the settlement of any legal
or other proceedings either favorably or adversely, if they were pending at the
balance sheet date.
No
(e)
Yes
(f)
The Company has received the notice from Honble High Court of Andhra
Pradesh u/s 433 of the Companies Act, 1956 on 11th August, 2014 with respect
of Corporate Guarantee provided by the Company to Mauritius Commercial
Bank, Mauritius, on behalf of Hestia Holdings Ltd, Mauritius, wholly owned
subsidiary to SUIL to a tune of US $ 20.00 Million and the same is pending in
the Court.
Material change in the capital structure in the resulting from the issuance,
retirement or conversion of share capital or stock.
No
(g)
No
(h)
No
(i)
No
(j)
No
(k)
No
Code of Conduct:
As the New Companies Act, 2013 has been made effective from 01st April, 2014 which replaces the erstwhile
Companies Act, 1956 (to the extent of notified sections) and the provision of Section 149(8) requires that
the Audit Committee shall review and recommend to the Board for their approval, the Code of Conduct
for the Independent Directors. In this connection, the draft Code of Conduct for Independent Directors
was placed before the Board along with the recommendations of the Audit Committee and the same was
approved by the Board in the Meeting held on 30th May, 2014.
The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company.
The Code of Conduct has been posted on Companies website. Board Members and Senior Management
Personnel have affirmed Compliance with the Code for the financial year 2013-14. A separate declaration to
this effect is made out in the Corporate Governance Report.
: : 19 : :
Statutory Auditors:
The Statutory Auditors of the Company, M/s. T. Raghavendra & Associates, Chartered Accountants, Firm
Registration Number: 003329S, who retire at the conclusion of ensuing Annual General Meeting, being
eligible, offer themselves for re-appointment for a term of 3(Three) years i.e. from the conclusion of this
Annual General Meeting to conclusion of the 28th Annual General Meeting, in accordance with Section 139
of the Companies Act, 2013.
M/s. T. Raghavendra & Associates have been the auditors of the Company since 2005 and have completed
a period of Nine (09) consecutive years. As per the provisions of Section 139 of the Act, read along with
rules framed there under, no listed company can appoint or re-appoint an individual as auditor for more
than one term of five consecutive years. The period for which the individual has held office as auditor prior
to the commencement of the Act i.e., prior to 1st April 2014, shall be taken into account for calculating the
period of five consecutive years. Section 139 of the Act has also provided a period of three years from the
date of commencement of the Act to comply with this requirement.
Cost Auditors:
M/s. B.V.R. & Associates, Cost Accountants, (Membership Number: 16851) Hyderabad were re-appointed as
Cost Auditors of the Company for the Year 2014-15 as per the provisions of the Companies Act, 1956/2013
and the rules made there under.
Cost accounting records for the year ended 31st March, 2014 were maintained as per the Companies (Cost
Audit Report) Rules, 2011. The Cost Auditor has submitted the report along with their observations and
suggestions, and Annexure to the Central Government/stipulated authority within stipulated time period.
Personnel:
In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended, none of the employees are receiving remuneration as
mentioned in the said Section.
Human Resource Management:
Human Capital has gained prime importance in last few years. Our Company believes that the human capital
is of utmost importance to sustain the market leadership in all product segments and also to capture new
markets. We have changed the Organisation Structure to optimise best resources & to leverage the market
potential. We have identified the high Performers and rewarded them appropriately, which has helped to
achieve better employee engagement. Competency based training program has been devised for High Potential employees with focus on their Individual Development Plan & helping them to become future
leaders.
Dividend:
As per the terms of issue of Cumulative Redeemable Preference Shares (CRPS) vide letter No: 2587/SASF/
CBO and 5937/SASF(SUIL) dated 28th June, 2005 and 29th October, 2005 respectively, your Company is
required to pay the dividend of Rs. 24.36 lakhs (Previous year Rs. 24.36 lakhs) which represents 1% on
24,36,200 Cumulative Redeemable Preference Shares (CRPS) of Rs.100/- each to the holders of Cumulative
Redeemable Preference Shares for the year under review. Further your Company also provided a provision
of dividend tax to the extent of Rs. 24.36 lakhs (Previous year Rs. 24.36 lakhs).
With an unprecedented raise costs and interrupted supplies and power cuts, operations are severely hit.
The Companys operations also hampered during the year. As a result the profit of the Company was
declined and your directors are not proposing any equity dividend during the year.
: : 20 : :
: : 21 : :
Place: Hyderabad
Date: 28th August, 2014
: : 22 : :
S.Hanumantha Rao
Director
CONSERVATION OF ENERGY:
Energy conservation
TECHNOLOGY ABSORPTION:
e)
C.
f)
g)
Activities relating to export initiatives taken to increase The Company has planned expansion of export
exports, development of new export markets for products markets.
and services and export plans.
Total foreign exchange used and earned.
Earned Rs. 19,357.96 Lakhs
Used Rs. 19,357.96 Lakhs
1,843.96
Electricity (KWH)
1,675.99
FORM-B
Form for disclosure of particulars with respect to Technology Absorption, Research and Development (R&D)
1. Specific areas in which R&D carried out by the Company: -Nil2. Benefit derived as a result of the above R & D: -Nil3. Future plan of Action: Completion of product development action Expenditure on R&D: -Nil4. Technology Absorption, Adoption and Innovation:
1. Efforts in brief made towards technology absorption, adoption and innovation.
:
2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction product development, import substitution. :
3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year)
a)
Technology imported
:
b)
Year of import
c)
Has technology been fully absorbed
d)
If not fully absorbed, areas where this has not taken place, reasons here of and future plans of action
Place: Hyderabad
Date: 28th August, 2014
Not applicable
Not Applicable
Not applicable
: : 23 : :
S.Hanumantha Rao
Director
The year 2013-14 commenced with hopes of economic recovery however ended as a year of uncertainty when
expectations weathered serious setbacks. While the Global Economy resumed on the recovery path initiated by
advanced economies, activity in many emerging markets were disappointing due to less favourable internal and
external financial environment including higher inflation and wider current account deficits. The performance of
Indian Economy during FY 14 being weaker than what we had envisaged during same time last year.
The downward spiral in Indias growth momentum, led by its persistently high inflation and slowing down of
demand and investments in Infrastructure and Real Estate and deteriorating investment climate, pulled down
the Industrial growth rate. The waning performance of the industrial sector, persistence of high consumer
prices, inflation and interest rates, sluggishness in services sector and the weakening in private consumption and
investment, resulted in subdued performance of many sectors.
As per the Advance Estimates released by the Central Statistics Office (CSO), the Indian economy is estimated to
have registered a growth rate of 4.9 per cent in 2013-14. This growth is significantly lower in comparison to the
decadal average of 7.6 per cent during 2004-05 to 2013-14.
Our industry performance is directly linked to performance of rural/semi-urban economies. The year 2013-14
was tough for steel and aliened sector and your Companys major products are components for automobiles
like two wheelers, three wheelers, LCVs, MCVs, and Tractors and for Material handling, Earth moving, Electrical
Industries, General engineering equipments and Bearings for both original equipment manufacturers and the
replacement market. The major raw material for your Company is Steel and Steel Scrap. Due to poor economic
conditions during year, the industry witnessed a significant slowdown in rural demand adding to it the capacity
build up over last few years by many players also resulted in excess supply.
Demand off-take was also weaker than expected due to muted growth in Infrastructure sector. Your Company
is gearing up, to take advantage of this opportunity, so as to achieve strong growth trajectory and consistently
creating wealth for its shareholders.
As Steel is a cornerstone and the key driver of the worlds economy. Rapid rise in production has resulted in
India becoming the 4th largest producer of crude steel and the largest producer of sponge iron in the world. The
Indian steel industry has achieved significant milestones in terms of growth in capacity, production and exports
to become a major player in the global steel industry. Between FY2008 and FY2013, Indias steel production has
grown at a compound annual growth rate (CAGR) of about 7 percent. India is slated to become the second-largest
steel producer in the world by 2015. Steel production in the country has increased at a compound annual growth
rate (CAGR) of 6.9 per cent over 2008-2012. Indias real consumption of total finished steel grew by 0.6 per cent
year-on-year in April-March 2013-14 to 73.93 MT, according to the Joint Plant Committee (JPC), Ministry of Steel.
The Indian steel industry is divided into primary and secondary sectors. The primary sector comprises a few
large integrated steel providers producing billets, slabs and hot rolled coils, among others. The secondary sector
comprises small units focused on the production of value added products such as cold rolled coils, galvanized
coils, angles, columns, beams and other re-rollers, and sponge iron units. Both sectors cater to different market
segments; Your Company operates in both sectors.
India remains third largest economy on purchasing parity terms and it continues to remain a Country with
one of the fastest growth potentials in the Globe. The consumption from rural and semi-urban verticals of the
economy continues to drive the growth of the India economy to a large extent. The Indian engineering industry
accounts for 27 per cent of the total factories in industrial sector and represents 63 per cent of the overall foreign
: : 24 : :
Domestic steel demand to remain muted during FY 201217 on account of a weak macroeconomic environment
and demand for longs is expected to increase by 19 million ton (MT) at a CAGR of 9 percent and for flats by 16
MT at a CAGR of 8 percent between FY 2012 and FY 2017. This is due to relatively weaker growth prospects of
end-user industries (such as automotive and consumer durables).
The increase in excise duty and service tax had an immediate impact on end consumers across all demographics.
Increased taxes led manufacturers to hike the prices of their appliances, passing the additional costs onto
consumers. This response from manufacturers was also to offset the impact of a depreciating rupee and rising
input costs. Inflation in petroleum products and freight charges added to the costs. However, despite the hike in
prices, volume sales managed to maintain stable growth throughout the review period.
Incumbents and challengers have announced 71 million ton per annum (MTPA) of steel capacity addition between
FY 2012 and FY 2017 through both brownfield and greenfield routes. However, there is considerable uncertainty
on the actual capacity addition as many projects are yet to achieve financial closure due to delays or lack
of regulatory clearances. Based on our bottom-up assessment of the announced capacity additions, projects
aggregating to 35 MTPA of crude steel capacity have already achieved financial closure.
Indias steel sector has a competitive advantage vis-vis the availability of raw materials and workforce, both
skilled and unskilled. Iron ore and coal constitute the primary raw material for steel production. The country is
endowed with large reserves of iron ore, with Orissa, Jharkhand and Chhattisgarh featuring among its iron-ore
rich states. India has also a strong workforce base, with about 40 per cent of the countrys population constituting
its labour force.
Your Companys efforts to position itself as a Complete building solution provider with superior and consistent quality
and service levels evoked good response from the market. The Company is constantly expanding the product portfolio
to further increase its presence in the segment. Companys thrust on exports with focussed approach is expected to
deliver the desired results in the current fiscal.
Your Company is exposed to the normal Industry Risk Factors and manages these risks by prudent business and risk
management practices. Your Company has taken up extensive development activity of value added products to improve
the margins by achieving higher volume of sales. These steps will be beneficial to the Company as the Indian Economy
revives and the markets demand rebounds under the new Government.
Internal control systems and their adequacy
The Company has in place adequate internal control systems and procedures commensurate with the size and nature
of business. Depending on the changing requirements the internal audit department is strengthened. The Company
has implemented corporate governance requirement and the audit committee periodically reviews the systems and
procedures of the Company.
These procedures are designed to ensure that:
l
All assets and resources are acquired economically, used efficiently and are adequately protected;
Significant financial, managerial and operating information is accurate, reliable and is provided timely; and
The effectiveness of internal control is continuously monitored by the Audit Committee of the Company. The Company
has an Audit Committee which regularly reviews the reports submitted. The Audit Committee observations are acted
upon by the Management. The Company has implemented the corporate governance requirements and the Audit
Committee periodically reviews the systems and procedures of the Company.
: : 25 : :
Financial Performance:
Rs. in Lakhs
Particulars
FY 2013-14
FY 2011-12
Total Revenue
3,46,574.88
3,36,766.44
3,70,418.67
Total Expenses
3,47,516.12
3,36,426.06
3,67,561.88
(630.33)
340.38
2,856.79
Rs. in Lakhs
2013-14
FY 2012-13
17,652.38
2012-13
19,111.02
Change
(1,458.64)
7.63
Rs. in Lakhs
2013-14
Short Term Borrowings
Change %
38,001.30
2012-13
35,686.95
Change
2,314.35
Change %
6.49
Net Worth:
The net worth of the Company as on 31st March, 2014 is Rs. 65,817.65 lakhs against Rs. 66,787.23 lakhs in 201213. The decrease in the Net worth is about Rs. 969.58 lakhs when compared to net worth at the end of previous
financial year.
Statutory Compliance:
Your Company gives priority to comply all of the statutory requirements in time and the management regularly
discusses the same with all of the departmental heads. The Company Secretary, as compliance officer, timely
ensures compliance of the provisions of the Companies Act, 1956, SEBI Regulations and provisions of Listing
Agreements. Compliance Certificates are obtained from various units of the Company and the Board is informed
of the same at every Board Meeting.
The development of human resources is a key strategic challenge in order to prepare people for future
responsibilities in terms of professional skills as well as business skills. Your Company has conducted training
programmes to its employees enabling them to improve / upgrade their skills.
The Company recruited fresh engineering graduates, diploma engineers and fresh Chartered Accountants,
experienced executives only for critical positions for which skill sets are not adequate in the existing team.
Silent Revolution continues unabated: Creating tomorrows leaders through identification and nurture of potential
talent. Company has taken numerous initiatives for leadership development.
Sujana Foundation, the CSR arm of the Sujana Group was established in 2007 to serve the society and community
in the sectors of Agriculture, Education, Management, Healthcare, Rural Development, Rural Entrepreneurship
and Poverty alleviation. Sujana Group has integrated the real mechanisms of CSR Accountability, Sustainability,
Transparency and Responsibility into its core business strategy. Over the years Sujana is sharing its success and
resources with those less privileged in society through Community involvement.
Cautionary Statement
Statements in this management discussion and analysis describing the Companys objectives, projections,
estimates and expectations may be forward looking statements within the meaning of applicable laws and
regulations. Actual results may differ substantially or materially from those expressed or implied. Important
developments that could affect the Companys operations include a downtrend in the industry global or domestic
or both, significant changes in political and economic environment in India, applicable statues, litigations, labour
relations and interest costs.
: : 26 : :
The Company is committed to the highest standards of Corporate Governance. The Company relies on
the strong Corporate Governance systems and policies of business for healthy growth, accountability
and transparency. Good Corporate Governance framework enables the Board and Management to
achieve the goals and objectives effectively for the benefit of the Company and its Shareholders.
Good Corporate Governance, for the Company, does not mean only compliance with various related
statutory and regulatory requirements. The Company strongly believes that the spirit of Corporate
Governance goes beyond the statutory form.
The heart of Companys Corporate Governance policy is the ideology of transparency of systems
to enhance the benefits to Shareholders, Customers, Creditors and employees of the Company.
In addition to compliance with regulatory requirements, it is believed that the imperative for good
Corporate Governance lies not merely in drafting a code of Corporate Governance but in practicing
it. The Board of Directors exercises its fiduciary responsibilities in the widest sense of the term. The
Companys disclosures always seek to attain the best practices in the industry.
The Company has complied with the requirements of the Corporate Governance Code in terms of
Clause 49 of the Listing Agreement with the Stock Exchanges as disclosed hereinbelow:
The Board of Directors along with its Committees provides focus and guidance to the Companys
Management as well as directs and monitors the performance of the Company.
The Current Policy is to have an appropriate mix of executive, non-executive and independent directors
to maintain the independence of the board and to separate the board functions of governance and
management.
The Board of Directors presently comprises of Seven (07) Directors, having rich experience and
specialized skills in their respective fields, out of which Six (06) are Non-Executive Directors. The
Company has Three (03) Independent Directors and one of them as Independent Non-Executive
Chairman. The Non-Executive Directors are more than 50% of the total number of Directors with One
(01) Managing Director being the only Executive Director on the Board of the Company.
All the Directors on the Board of the Company have made necessary declarations / disclosures
regarding their other directorships along with Committee positions held by them in other Companies.
No Director is related to any other Director on the Board in terms of the definition of relative given
under the Companies Act, 1956/2013.
The Board of Directors oversees the overall functioning of the Company. The Board provides and
evaluates the strategic direction of the Company, management policies and their effectiveness
and ensures that the long-term interests of the stakeholders are being served. The Chairman and
Managing Director are assisted by the Executive Directors/ Senior Managerial Personnel in overseeing
the functional matters of the Company.
The Board has constituted seven Standing Committees, namely Audit Committee, Shareholders/
Investors Grievance Committee, Nomination & Remuneration Committee, Management Committee,
: : 27 : :
Share Transfer Committee, CSR Committee and Risk Management Committee. The Board constitutes
additional functional committees, from time to time, depending on the business needs.
During the year under review, four (04) Board Meetings were held on 28th May, 2013, 13th August,
2013, 11th November, 2013 and 12th February, 2014. The maximum time-gap between any two
consecutive meetings did not exceed four months. The composition of the Board of Directors, their
directorship details and the attendance of each Member at the meetings were as follows:
Sl.
No.
1.
2.
Name of the
Director
Category
3.
No. of Board
Meetings
attended
Chairman*
1
Designation
Managing
Director
Director
Attendance of
each Director
at last A.G.M
No
Yes
Change in Composition of Board of Directors since the date of last AGM held on 30th
September, 2013:
*Shri Ch. Srinivasu has been appointed as IDBI Nominee Director of the Board of Directors of the
Company in the Board Meeting held on 30th May, 2014 in place of Shri Ashok Kumar De.
: : 28 : :
Audit Committee:
In accordance with Section 177(1) of the Companies Act, 2013 and as per the requirements of
SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective
from October 1, 2014), the new terms of reference for the Audit Committee and thereupon the
revised terms of reference of the Audit Committee are in conformity with the requirements of
Clause 49 (III)(D) of the revised Listing Agreement and Section 177(1) of the Companies Act,
2013. Further the Audit Committee has been granted powers as prescribed under Clause 49 (III)
(C) of the Listing Agreement.
The main objective of the Audit Committee of your Company is to monitor and effectively
supervise the financial reporting process of your Company with a view to provide accurate,
timely and proper disclosures. The Committee is empowered with the powers as prescribed
under Clause 49 of Listing Agreement, Section 292A of the Companies Act, 1956 and also with
the provisions of the Companies Act, 2013. The Committee also acts in terms of reference and
directions of the Board from time to time.
The Board Functions of the Audit Committee includes, reviewing the adequacy of Internal
Control Systems and the Internal Audit Reports and their compliance thereof.
During the year under review, four (04) Audit Committee Meetings were held on 28th May, 2013,
13th August, 2013, 11th November, 2013 and 12th February, 2014. The quorum for the Audit
Committee shall be either two members or one third of the members whichever is higher and
minimum of at least two independent directors.
The Audit Committee of your Company comprises Three (3) members, out of which Two (2)
are Independent and Non-Executive Directors, One (1) is Non-Executive Director. Shri S.
Hanumantha Rao, a director having financial and accounting knowledge.
The composition of the Audit Committee and the attendance of each Member of the Committee
at the meetings were as follows:
Sl.No.
1.
2.
3.
4.
Designation
Member & Chairman
Member
Member
Member
*IDBI has withdrawn the nomination of Shri Ashok Kumar De w.e.f. 30th May, 2014
There is no other change in the composition of Audit Committee during the year.
Audit Committee meetings are attended by the Chief Financial Officer, representatives of
Statutory Auditors, representatives of Cost Auditors and representatives of Internal Auditors.
The Company Secretary acts as the Secretary of the Audit Committee.
2.
The existing Remuneration Committee has been renamed as Nomination and Remuneration
Committee in compliance with Section 178 of the Companies Act, 2013.
The Scope of Nomination & Remuneration Committee is to review the remuneration package
payable to Executive Director(s) and Executives in the top level Management of the Company
: : 29 : :
and gives its recommendation to the Board and acts in terms of reference of the Board from
time to time.
The Nomination and Remuneration Committee comprises of three Non-Executive Directors out
of whom, two are Independent Directors as follows:
Sl.No.
Name of the Member
Designation
1.
Shri S. Hanumantha Rao
Member & Chairman
2.
Dr. K. Srinivasa Rao
Member
3.
Shri J. Ramakrishnan
Member
There was no changes in composition of Nomination and Remuneration Committee during the
year and one Remuneration Committee meeting was held on 28th May, 2013.
Remuneration Policy:
The recommendations about the remuneration of Directors are subject to the approval of
the Members of the Company and the remuneration of the key managerial persons is to be
recommended by the Nomination and Remuneration Committee to the Board.
Salary P.A.
Rs.
48.00 Lakhs
Shri J. Ramakrishnan
Rs. 60,000/-
Rs. 40,000/-
Rs. 60,000/-
The Company pays sitting fees at the rate of Rs.10,000/- for each meeting of the Board and
sub-committees attended by them.
The following table sets out the shareholdings of the Directors in the Company as at 31st March,
2014:
Name of the Director
Designation
Shri Y. S. Chowdary
Chairman
Managing Director
Shri J. Ramakrishnan
IDBI Nominee
: : 30 : :
The Shareholders Grievance Committee of your Company shall look into the redressing of
shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, nonreceipt of declared dividend, etc.
Designation
1.
Shri J. Ramakrishnan
2.
Member
3.
Member
The Committee was not required to meet during the year and there were no changes in
composition of Shareholders Grievance Committee during the year.
Received
Resolved
Un resolved
Others.
12
12
TOTAL
4.
The Share Transfer Committee comprises Shri Y. S. Chowdary, Shri G. Srinivasa Raju and Shri
J. Ramakrishnan, being Shri G. Srinivasa Raju, Managing Director of your Company, holds as
Chairman of the Committee. The role, terms of reference and the authority and powers of the
Share Transfer Committee are in conformity with the provisions of the Companies Act, 1956.
During the year under review the Share Transfer Committee met 3 (Three) times.
5.
Management Committee:
The Management Committee comprises Shri Y. S. Chowdary*, Shri G. Srinivasa Raju, Shri S.
Hanumantha Rao* and Shri J. Ramakrishnan. The role, terms of reference and the authority and
powers of the Management Committee are in conformity with the provisions of the Companies
Act, 1956 and as delegated by the Board from time to time. During the year under review the
Management Committee met 20 (Twenty) times.
: : 31 : :
Shri S. Hanumantha Rao has been appointed as a member of the Management Committee of
the Board of Directors in the place of Shri Y.S. Chowdary w.e.f. 28th August, 2014.
6.
CSR Committee as per the provisions of Section 135 of Companies Act, 2013:
As per the Section 135 of the Companies Act, 2013, the Company is required to constitute a
Committee viz., Corporate Social Responsibility (CSR) Committee of the Board of Directors of
the Company consisting of three or more Directors, out of which at least one Director should
be Independent Director. In this connection, the CSR Committee was constituted by the Board
Meeting held on 30th May, 2014 with the following Directors:
1.
2.
3.
The terms of reference of CSR Committee shall, inter-alia, include the following:
To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be
undertaken by the Company as per the Companies Act, 2013;
a.
b.
c.
Any other matter as the CSR Committee may deem appropriate after approval of the
Board of Directors or as may be directed by the Board of Directors from time to time;
d.
The quorum for the CSR Committee Meeting shall be one-third of its total strength (any
fraction contained in that one-third be rounded off as one) or two members, whichever is
higher;
e.
The Company Secretary to the Company shall act as Secretary to the CSR Committee.
7.
Risk Management Committee pursuant to Clause 49 (VI) (as per revised Listing
Agreement:
As per revised Clause 49(VI) of the Listing Agreement entered by the Company with the
Stock Exchanges, the Company is required to constitute a Committee viz., Risk Management
Committee of the Board of Directors of the Company consisting of three or more Directors. In
this connection the Committee was constituted with the following Directors in the Board Meeting
held on 30th May, 2014:
1.
2.
3.
The Risk Management Committee shall be responsible for framing, implementing & monitoring
the risk management plan of the Company.
: : 32 : :
Date of the
Annual General
Meeting
1.
24th A.G.M.
2.
3.
Sl.
No.
Location
Time
30th September,
2013
10.00 A.M.
23rd A.G.M.
22nd September,
2012
10.00 A.M.
22nd A.G.M
24th September,
2011
10.00 A.M.
All special resolutions moved at the last three Annual General Meetings were passed by show of hands
by the shareholders present at the meeting. The details of Special Resolution(s) passed at the last
three Annual General Meetings are as follows:
S.No.
1.
2012-13
2.
3.
2011-12
2009-11
2.
1.
2.
3.
4.
5.
1.
2.
3.
: : 33 : :
Details of special resolutions passed in the last year through postal ballot and details of voting pattern.
The following resolutions were passed by the members of the Company through postal
ballot on 30th September, 2013. The details are as follows:
S.
No.
1
No Extra-ordinary General Meeting of the shareholders was held during the year.
V. Disclosures:
1.
Besides the transactions mentioned elsewhere in the Annual Report, there were no materially
significant related party transactions during the year conflicting with the interest of the Company.
All the transactions were carried out on arms length basis and were not prejudicial to the
interest of the Company.
2.
There have not been any non-compliance by the Company and no penalties or strictures imposed
on the Company by the Stock Exchanges or SEBI or any Statutory Authority, on any material
related to capital markets, during the last three (3) years.
3.
Management Discussion and Analysis Report form part of this Annual Report and is in accordance
with the requirements as laid down in Clause 49 of the Listing Agreement with Stock Exchanges.
4.
The Company has adopted a Code of Conduct as required under Clause 49(I)(D) of the Listing
Agreement with the Stock Exchanges, which applies to all the Board Members and Senior
Management of the Company. The Board Members and Senior Management personnel have
affirmed their compliance with the Code on annual basis and their confirmations have been
received in this regard. The Code of Conduct has been posted on the Companys website. A
separate declaration to this effect signed by the Managing Director is attached.
The Board has laid down a Code of Conduct for the prevention of Insider Trading in pursuance
of the Securities Exchange Board of India (Prohibition of Insider Trading Regulations, 1992 (duly
Amended). The Board Members and Senior Personnel have affirmed the compliance with the
Code for the financial year 2013-14.
5.
The Company has complied with the appropriate accounting policies and has ensured that they
have been applied consistently and comply with material aspects with the accounting standards
notified under Section 211 (3C) of the Companies Act, 1956. Significant Accounting policies are
provided elsewhere in the Annual Report.
: : 34 : :
7.
Clause 49(IV)(E):
a. None of the Independent/Non-Executive Directors has any pecuniary relationship
or transactions with the Company which in the judgment of the Board may affect the
independent of the director except receiving sitting fee for attending Board/Committee
meetings.
b. None of the Executive Director is holding any shares in the Company, nor any nonExecutive Director holds shares except Shri Y.S. Chowdary, who holds 11,59,100 shares of
Rs.10/- each.
Clause 49(IV)(G): Shareholders Information:
a.
8.
CEO&CFO Certification:
Certification by Chief Executive Officer and Chief Financial Officer of the Company as required
under Clause 49 of the Listing Agreement is provided at the end of the Corporate Governance
Report.
9.
Risk Management:
The management of the Company has identified some of the major areas of concern having
inherent risk viz., Foreign Currency Fluctuation, Client Concentration, Technology Risks and
Credit Control. The process relating to minimizing the above risks has already been initiated at
the different levels of management and the same is expected to be further strengthened in the
financial year 2014-15.
Besides mandatory requirements under Clause-49 of the Listing Agreement your Company has
voluntarily constituted a Remuneration Committee to consider and recommend the remuneration
of Executive Directors. The Company also endeavors to fully comply with all other non mandatory
requirements of Clause 49 as well.
11. It is confirm that no personnel has been denied access to the Audit Committe.
12. Means of Communication:
a. Publication of Quarterly Financial Results in daily newspapers and the same will be updated
in the Companys Website at www.sujana.com.
b. Furnishing the Quarterly Financial Results to Stock Exchanges in which Company shares
are listed.
c. Sending Balance Sheet, Statement of Profit and Loss, Directors Report & Auditors Report
to Shareholders through Post and Email.
d.
: : 35 : :
e.
NEAPS is a web based application designed by NSE for corporate companies. The
Shareholding pattern, Corporate Governance Report and Financial Results are also filed
electronically on NEAPS.
All the complaints received through scores (SEBI Complaint Redress System) are resolved
by the Company.
f.
It is a web based application designed by BSE for corporate companies. The Shareholding
pattern, Corporate Governance Report and Financial Results are also filed electronically as
pdf attachments.
g.
Annual Report:
Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial
Statements, Directors Report, Auditors Report and other important information is
circulated to members and others entitled thereto. The Management Discussion and
Analysis (MD&A) Report forms part of the Annual Report.
h.
Chairmans Communiqu:
Printed copy of the Chairmans Speech is distributed to all the shareholders at the Annual
General Meetings.
Date
Time
Venue
Financial Year
Book Closure Date
Dividend Payment Date
Listing on Stock
Exchanges
8.
9.
10.
11.
12.
: : 36 : :
a. BSE
Month
April-2013
May-2013
June-2013
July-2013
August-2013
September-2013
October-2013
November-2013
December-2013
January-2014
February-2014
March-2014
High
Price
0.73
0.70
0.66
0.86
0.72
0.66
0.75
1.47
1.41
1.38
1.05
1.26
0.59
0.58
0.56
0.51
0.58
0.64
0.72
1.09
1.28
1.00
0.85
1.25
No. of
Shares
9018656
9941062
4348765
4517409
1816358
5161531
2570003
3819019
2342092
1967170
726115
3556209
BSE-Index
Closing
19504.18
19760.30
19395.81
19345.70
18619.72
19379.77
21164.52
20791.93
21170.68
20513.85
21120.12
22386.27
b. NSE
Date
Apr-13
May-13
Jun-13
Jul-13
Aug-13
Sep-13
Oct-13
Nov-13
Dec-13
Jan-14
Feb-14
Mar-14
High Price
Low Price
0.65
0.65
0.60
0.55
0.60
0.65
0.75
1.15
1.40
1.00
0.90
1.15
0.60
0.60
0.50
0.45
0.55
0.60
0.70
1.05
1.30
1.00
0.80
1.15
: : 37 : :
Close
Price
0.60
0.60
0.60
0.55
0.55
0.65
0.75
1.10
1.30
1.00
0.85
1.15
No. of Shares
Traded
1168616
107413
48845
573962
99354
135278
5317
232015
60920
3714
167010
17200
NSE-Nifty
Closing
5930.20
5985.95
5842.20
5742.00
5471.80
5735.30
6299.15
6176.10
6304.00
6089.50
6276.95
6704.20
2.
Dematerialization of Shares:
99.13 % of the Companys Paid - up capital has been dematerialized upto 31st March, 2014. The
details are as follows:
Particulars
Number of Shares
% of share capital
NSDL
10,00,24,665
59.24
CDSL
6,73,44,721
39.89
14,71,686
0.87
16,88,41,072
100.00
Physical
Total
3.
Distribution of Shareholding:
No. of
Shares
% of
Shareholding
No. of
Shareholders
% of
Shareholders
Upto 5,000
3858344
2.28
16820
61.65
5,001 - 10,000
3593107
2.13
3990
14.62
10,001 - 20,000
3657756
2.17
2187
8.02
20,001 - 30,000
2543459
1.51
957
3.51
30,001 - 40,000
1730781
1.02
469
1.72
40,001 - 50,000
3222003
1.91
663
2.43
50,001 - 1,00,000
7412823
4.39
937
3.43
142822799
84.59
1260
4.62
Total
168841072
100.00
27283
100.00
: : 38 : :
Category
Promoters and their Relatives
Bodies Corporate
Public
Foreign Bodies Corporate
Financial Institutions/banks
Custodians against Depository receipts
Total
No.of Share
Holders
3
478
26797
5
27283
No.of
% to
Shares
Equity
44898335
26.59
10436053
6.18
102555165
60.74
10951519
6.49
168841072 100.00
5.
6.
Plant Locations:
7.
1.
LEC Division
2.
Domestic Appliances
Division
3.
4.
Infrastructure Division
8.
It is hereby confirmed that all the Board Members and Senior Management personnel have
affirmed compliance with the Code of Conduct laid down by the Board of Directors for the
financial year 2013-14.
G. Srinivasa Raju
Managing Director
Place: Hyderabad
Date: 28th August, 2014
: : 39 : :
We have reviewed financial statements and the Cash Flow Statement for the year and that to the best
of our knowledge and belief:
a. These statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;
b. These statements together present a true and fair view of the Companys affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
2.
There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the year which are fraudulent, illegal or violative of the Companys code of conduct.
3.
We accept the responsibility for establishing and maintaining internal controls for financial reporting
and that we have evaluated the effectiveness of internal control systems of the Company pertaining
to financial reporting and we disclosed to the auditors and the Audit Committee, deficiencies in the
design or operation of such internal controls, if any, of which we are aware and the steps they have
taken or propose to take to rectify these deficiencies.
4.
Place: Hyderabad
Date: 28th August, 2014
B. Manoharan
Chief Financial Officer
Place: Hyderabad
Dated: 28th August, 2014
: : 40 : :
in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;
ii)
in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and
iii)
in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central
Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the Order.
: : 41 : :
2.
We have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
b)
In our opinion proper books of account as required by law have been kept by the Company so
far as appears from our examination of those books;
c)
The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this
Report are in agreement with the books of account;
d)
In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement
comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956; read with the General Circular 15/2013 dated september 2013 of the
Ministry of Corporated Affairs in respect of Section 133 of the Companies Act, 2013 and
e)
On the basis of written representations received from the directors as on March 31, 2014, and
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274
of the Companies Act, 1956.
f)
Since the Central Government has not issued any notification as to the rate at which the cess is
to be paid under Section 441A of the Companies Act, 1956 nor has it issued any Rules under the
said section, prescribing the manner in which such cess is to be paid, no cess is due and payable
by the Company.
T Raghavendra
Mem. No. 023806
Place: Hyderabad
Date: 30th May 2014
: : 42 : :
Annexure referred to in our report of even date on the accounts for the year
ended 31st March 2014
1.
a.
The Company has maintained proper records showing full particulars including quantitative
details and situation of the fixed assets.
b.
The assets are physically verified, in phases, by the Management during the year as per the
regular programme of verification, which in our opinion is reasonable having regard to the
size of the company and the nature of its assets. No material discrepancies have been noticed
on such verification. In respect of certain class of assets, verification of which is in progress,
discrepancies if any noticed, will be dealt with appropriately later.
c.
The assets disposed off during the period are not substantial and therefore do not affect the
going concern status of the company.
2.
a.
The stock of raw materials, stores, spare parts and finished goods other than in transit have
been physically verified during the year by the Management. In our opinion the frequency of
verification is reasonable.
b.
In our opinion and according to the information and explanations given to us the procedures of
physical verification of inventory followed by the management are reasonable and adequate in
relation to the size of the company and the nature of its business.
c.
In our opinion the company has maintained proper records of inventory. The discrepancies
noticed on verification between the physical stocks and the book records were not material and
have been properly dealt with in the books of account.
3.
a.
According to the information and explanations given to us, the company has not taken any loans
from the companies, firms or other parties listed in the register maintained under Section 301
of the Companies Act, 1956.
b.
According to the information and explanations given to us, the Company has not granted any
loans to the Companies, firms or other parties listed in the register maintained under Section
301 of the Companies Act, 1956.
c.
The Company has not given any loans or advances in the nature of loans.
4.
In our opinion and according to the information and explanations given to us, there are adequate
internal control procedures commensurate with the size of the company and the nature of its business,
with regard to purchase of inventory and fixed assets and for the sale of goods and services. During
the course of our audit, no major weakness has been noticed in the internal control system.
5.
a.
Based on the audit procedures applied by us and according to the information and explanations
provided by the management, we are of the opinion that the contracts or arrangements that
need to be entered in the register maintained in pursuance of Section 301 of the Companies Act,
1956 have been properly entered in the said register.
b.
In our opinion and according to the information and explanations given to us, the transactions
entered in the register maintained under Section 301 and exceeding during the period by Rupees
five lakhs in respect of each party have been made at prices which are reasonable having regard
to the prevailing market prices at the relevant time.
6.
The company has not accepted any deposits from the public within the meaning of Sections 58A,
58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975 framed there under.
7.
The company has an internal audit system, which in our opinion, is commensurate with its size and
nature of its business.
: : 43 : :
8.
We have broadly reviewed the books of account maintained by the Company persuant to the Rules
209(1)(d) of the Companies Act, 1956 for maintainance of Cost Records and are of the opinion that,
prima facie, the prescribed accounts and records have been made and maintained.
9.
a.
According to the information and explanations given to us and on perusal of the records of the
company made available to us, the Company is generally regular in depositing with appropriated
authorities the undisputed statutarty dues including provident fund, employees state insurance,
customs duty , excise duty, and other material statutaory dues as applicable with the asppropriate
authorities. According to the information and explanations given to us, no undisputed amounts
payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period
of more than six months from the date of becoming payable except FBT dues of Rs.9.47 lakhs,
Rs. 10.22 lakhs for the years 2008-09, 2007-08 respectively and Dividend Distribution Tax of Rs
3.95 lakhs each for the Financial years 2011-12 and 2012-13, respectively, and Income Tax for
the year 2010-11 amounting to Rs. 78.97 lakhs.
b.
According to the information and explanations given to us and the records of the company
examined by us, the disputed statutory dues that have not been deposited on account of
matters pending before appropriate authorities are as follows:
Name of the Statute
TNGST Act, 1959
Workman Compensation
Customs
Excise
&
Central
Amount
Period to
Rs. in
which the
Lakhs
amount due
338.40 2000-01
1,182.28 2001-02
514.77 2002-03
2,344.55 2004-05
4,629.36 2005-06
2,006.86 2006-07
393.79 2008-09
1,109.53 2009-10
2,847.91
2010-11
18,616.51
2011-12
21,877.04
2012-13
14,203.41
2013-14
542.35
297.10
1,136.31
1,509.81
1.77
316.61
263.74
104.24
37.15
: : 44 : :
Place: Hyderabad
Date: 30th May 2014
: : 45 : :
Particulars
I.
Rs. in Lakhs
As at
31.03.2014
As at
31.03.2013
19,320.31
19,320.31
2.02
43,381.03
44,043.15
Long-Term Borrowings
2.03
17,652.38
19,111.02
2.04
3,118.84
3,429.75
(a)
Share Capital
2.05
22,555.19
10,976.06
2.06
133.41
128.49
Current Liabilities
2.07
38,001.30
35,686.95
2.08
42,949.60
48,380.63
(c)
2.09
33,953.01
23,717.58
2.10
28.31
198.31
221,093.38
204,992.25
19,531.11
20,969.06
(a)
Short-Term Borrowings
Other Current Liabilities
ASSETS
Non-Current Assets
(a)
Fixed assets
(i)
Tangible Assets
2.25
(ii)
Intangible Assets
2.25
24.62
2.11
14,367.07
14,367.07
(c)
2.12
10,503.91
10,460.35
Current Assets
(a) Inventories
2.13
4,210.85
4,324.75
2.14
160,998.27
137,256.92
(c)
2.15
2,404.27
806.86
2.16
Total
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014
9,077.90
16,782.62
221,093.38
204,992.25
S Hanumantha Rao
Director
B Manoharan
Chief Financial Officer
M Naresh Kumar
Company Secretary
Place: Hyderabad
Date: 30th May 2014
: : 46 : :
Statement of Profit and Loss for the year ended 31st March, 2014
Note
No
Particulars
I
For year
ended
31.03.2014
Revenue
Revenue from Operations
2.17
342,173.02
335,903.96
Other Income
2.18
4,401.86
862.48
346,574.88
336,766.44
4,210.24
4,774.08
322,340.56
313,866.51
Total Revenue
II
Rs. in Lakhs
Expenses
Cost of Materials Consumed
2.19
Purchase of Stock-in-Trade
Changes in inventories of Finished Goods,
Work-in-Progress and Stock-in-Trade
2.20
(30.71)
400.12
2.21
522.34
597.99
Finance Costs
2.22
14,735.14
8,580.62
2.25
1,741.59
3,007.99
Other Expenses
2.23
3,953.65
4,739.59
347,472.81
335,966.90
(897.93)
799.54
Total Expenses
III
IV
Exceptional Items
VI
Tax Expense:
43.31
152.96
(941.24)
646.58
170.00
(310.91)
136.20
(630.33)
340.38
Basic
(0.39)
0.18
Diluted
(0.39)
0.18
2.24
Current tax
Deferred tax
VII Profit for the Year (V - VI)
Earnings per Equity Share of Rs.10 each
(Refer Note 2.33)
S Hanumantha Rao
Director
B Manoharan
Chief Financial Officer
M Naresh Kumar
Company Secretary
Place: Hyderabad
Date: 30th May 2014
: : 47 : :
Cash Flow Statement for the year ended 31st March, 2014
Rs.in Lakhs
Particulars
31.03.2014
31.03.2013
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / (Loss) Before Tax
(941.24)
646.58
Adjustments for
Depreciation
1,741.59
3,007.99
Finance Costs
14,735.14
8,580.62
Interest & other income
(409.40)
(606.28)
Un-earned Foreign Income
(2,881.34)
Provison for Graduity
14.29
7.00
Provison for Leave Encashment
10.68
3.43
Profit on sale of fixed assets
(4.94)
(8.46)
Exceptional Items
43.31
152.96
Operating Profit Before Working Capital Changes
12,308.09
11,783.84
Changes in Working Capital
Decrease in Inventories
113.90
295.49
(Increase) in Trade Receivables
(23,741.35)
(4,443.40)
Decrease / (Increase) in Loans & Advances
7,661.18
(4,327.27)
Increase / (Decrease) in Trade Payables
343.49
(810.32)
Increase / (Decrease) in Other Liabilities
19,655.28
(2,186.28)
Cash Generated from Operations
16,340.59
312.06
Direct Taxes Paid
(110.24)
(150.37)
Cash from Operating Activities (A)
16,230.35
161.69
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
(351.75)
(5,935.50)
Proceeds from Sale of fixed assets
74.19
2,974.03
Interest Received
75.93
448.98
Cash from Investment Activities (B)
(201.63)
(2,512.49)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Borrowings
3,959.72
Repayment of Borrowings
(3,257.84)
Interest & Financial Charges Paid
(11,173.47)
(8,580.62)
Net Cash from Financing Activities (C)
(14,431.31)
(4,620.90)
Net Increase in Cash and Cash Equivalent (A+B+C)
1,597.41
(6,971.70)
Cash and Cash Equivalents at the beginning of the year
806.86
7,778.56
Cash and Cash Equivalent as on 31.03.2014
2,404.27
806.86
Notes:
1.
Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard (AS) 3 on Cash Flow Statements.
2.
Cash and cash equivalents comprise cash at bank and in hand and margin money deposits with banks.
3.
Previous years figures have been regrouped and reclassified to confirm to those of the current year.
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014
S Hanumantha Rao
Director
B Manoharan
Chief Financial Officer
M Naresh Kumar
Company Secretary
Place: Hyderabad
Date: 30th May 2014
: : 48 : :
The financial statements have been prepared and presented in accordance with Indian Generally
Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual
basis except interest on margin money deposits. The GAPP comprises mandatory accounting
standards as prescribed by the Companies (Accounting Standards) Rules 2006, the provisions
of the Companies Act, 2013 (to the extent notified) and the Companies Act, 1956 (to the extent
applicable) and the guidelines issued by the Securities and Exchange Board of India (SEBI). The
financial statements are presented in Indian rupees (Rs. in Lakhs).
The preparation of financial statements in conformity with Indian GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities on the date of the financial statements. Actual results could
differ from those estimates. Any revision to accounting estimates is recognised prospectively in
current and future periods.
Fixed assets are carried at cost of acquisition less accumulated depreciation. The cost of fixed
assets comprises the purchase price (net of rebates and discounts) and any other directly
attributable costs of bringing the assets to working condition for their intended use. Borrowing
costs directly attributable to acquisition of those fixed assets which necessarily take a substantial
period of time to get ready for their intended use are capitalized.
b.
Advances paid towards acquisition of fixed assets outstanding at each balance sheet date and
the cost of fixed assets not ready for their intended use before such date are disclosed as capital
work-in-progress.
1.05 Depreciation
a.
Depreciation on fixed assets is provided using the Straight Line Method as per the rates
prescribed in Schedule XIV to the Companies Act, 1956.
b.
The rates of depreciation prescribed in Schedule XIV to the Companies Act, 1956 are considered
as minimum rates. If the managements estimate of the useful life of a fixed asset at the time
of acquisition of the asset or of the remaining useful life on a subsequent review is shorter than
envisaged in the aforesaid schedule, depreciation is provided at a higher rate based on the
managements estimate of the useful life / remaining useful life.
c.
Depreciation is calculated on a pro-rata basis from/ up to the date the assets are purchased /
sold.
1.06 Investments
a.
b.
Current Investments are stated at lower of cost or fair value. Long Term Investments are stated
at cost. Provision for diminution in the value of long-term investments is made only if such a
decline is other than temporary.
c.
The investments in fully owned subsidiaries are carried out at the cost of acquisition as the same
are long term investments.
: : 49 : :
Revenue is recognized when it is earned and to the extent that it is probable that the economic
benefits will flow to the company and the revenue can be reliably measured.
b.
Revenue from sale of goods is recognized on delivery of the products, when all significant
contractual obligations have been satisfied, the property in the goods is transferred for a price,
significant risks and rewards of ownership are transferred to the customers and no effective
ownership is retained.
c.
Sales are net of sales returns and trade discounts. Export turnover includes related export
benefits. Excise duty and VAT are recovered is presented as a reduction from Gross turnover.
d.
1.08 Inventories
Inventories are valued at the lower of Cost or Net Realizable Value. Cost of inventories comprise
all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to
their present location and condition. Cost is arrived at,
a.
In case of raw materials and other trading products on weighted average cost method.
b.
c.
In case of work in process and finished goods, includes material cost, labour, manufacturing
overheads.
Net realizable value is the estimated selling price in the ordinary course of business, less
estimated costs of completion to make the sell.
All employee benefits falling due wholly within twelve months of rendering the services are
classified as short term employee benefits. The benefits like salaries, wages, short term
compensated absences etc. and the expected cost of bonus, ex-gratia are recognised in the
period in which the employee renders the related service.
b.
Post-employed benefits
a.
Long-term employee benefits (benefits which are payable after the end of twelve months
from the end of the period in which the employees render service) and post-employment
benefits (benefits which are payable after completion of employment) are measured on
a discounted basis by the Projected Unit Credit Method on the basis of annual third party
actuarial valuations.
b.
Contributions to provident fund, a defined contribution plan are made in accordance with
the statute, and are recognized as an expense when employees have rendered service
entitling them to the contributions.
c.
The gratuity benefit obligations recognized in the Balance Sheet represents the present
value of the obligations as reduced by the fair value of plan assets. Any asset resulting
from this calculation is limited to the discounted value of any economic benefits available
in the form of refunds from the plan or reductions in future contributions to the plan.
Foreign currency transactions are recorded in the reporting currency at the exchange rates
prevailing on the date of the transaction.
b.
: : 50 : :
Non-monetary items such as investments are carried at historical cost using the exchange rates
on the date of the transaction.
d.
Closing monetary foreign current assets and current liabilities have been re-instated in the
reporting currency at the exchange rate prevailing on balance sheet date, in accordance with
Accounting Standard 11 on The Effects of changes in Foreign Exchange Rates. The difference
arising on these transactions being charged/revenue to the Statement of Profit and Loss.
Income taxes are accounted for in accordance with Accounting Standard 22 on Accounting for
Taxes on Income.
b.
Taxes comprise both current and deferred tax. Current tax is measured at the amount expected
to be paid/recovered from the revenue authorities, using the applicable tax rates and laws.
c.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives rise to future
economic benefits in the form of adjustment of future income tax liability, is considered as an
asset if there is convincing evidence that the Company will pay normal tax after the tax holiday
period. Accordingly, it is recognized as an asset in the balance sheet when it is probable that
the future economic benefit associated with it will flow to the Company and the asset can be
measured reliably.
d.
The tax effect of the timing differences that result between taxable income and accounting
income and are capable of reversal in one or more subsequent periods are recorded as a
deferred tax asset or deferred tax liability.
e.
Deferred tax assets and liabilities are recognized for future tax consequences attributable
to timing differences. They are measured using the substantively enacted tax rates and tax
regulations.
f.
The carrying amount of deferred tax assets at each balance sheet date is reduced to the extent
that it is no longer reasonably certain that sufficient future taxable income will be available
against which the deferred tax asset can be realized.
g.
Tax on distributed profits payable in accordance with the provisions of Section 115O of the
Income Tax Act, 1961 is in accordance with the Guidance Note on Accounting for Corporate
Dividend Tax regarded as a tax on distribution of profits and is not considered in determination
of profits for the year.
The Company reports basic and diluted Earnings Per Share (EPS/DEPS) in accordance with
Accounting Standard 20 on Earnings Per Share. Basic EPS is computed by dividing the net
profit or loss for the year by the weighted average number of equity shares outstanding during
the year.
b.
Diluted EPS is computed by dividing the net profit or loss for the year by the weighted average
number of equity shares outstanding during the year as adjusted for the effects of all dilutive
potential equity shares from the exercise of convertible share warrants of un-issued share
capital, except where the results are anti-dilutive.
1.13 Leases
a.
Leases under which the Company assumes substantially all the risks and rewards of ownership
are classified as finance leases. Such assets acquired on or after 1st April 2001 are capitalized
at the fair value or the present value of minimum lease payments at the inception of the lease,
whichever is lower.
b.
Lease income from assets given on operating lease is recognized as income in the Statement of
: : 51 : :
Profit & Loss. Lease payments for assets taken on operating lease are recognized as expense in
the Statement of Profit and Loss.
1.14 Segment Reporting
Disclosure is made as per the requirements of the Standard. Details have furnished under Note
No.2.32 of Notes to Accounts.
The Company assesses at each balance sheet date whether there is any indication that any
assets forming part of its cash generating units may be impaired. If any such indication exists,
the Company estimates the recoverable amount of the asset. If such recoverable amount of the
asset or the recoverable amount of the cash generating unit to which the asset belongs to is
less than its carrying amount, the carrying amount is reduced to its recoverable amount. The
reduction is treated as an impairment loss and is recognized in the Statement of Profit and Loss.
b.
If at the balance sheet date, there is an indication that a previously assessed impairment loss
no longer exists, the recoverable amount is re-assessed and the asset is reflected at the reassessed recoverable amount subject to a maximum of depreciated historical cost.
Provision for doubtful debts/ advances is made when there is uncertainty of realization of debts
which are long outstanding. All debts which are over and above one year are provided in full
unless there is certainty of its recovery.
b.
In addition to the above, provision is also made in respect of dues in respect of which suits are
filed. Writing off doubtful debts/advances are made when the un-realisability is established.
Provisions involving substantial degree of estimation in measurement are recognised when there
is a present obligation as a result of past events and it is probable that there will be an outflow
of resources.
b.
Contingent Liabilities are not recognised but are disclosed in the notes.
c.
Contingent Assets are neither recognised nor disclosed in the financial statements.
Cash Flow Statement has been prepared using the Indirect Method as per the Accounting
Standard 3 on Cash Flow Statements
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are
capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes
substantial period of time to get ready for intended use.
b.
All other borrowing costs are charged to profit and loss account
Disclosure is made as per the requirements of the Standard and as per the clarifications issued
by the Institute of Chartered Accountants of India
Quarterly financial results are published in accordance with the requirement of Listing Agreement
with Stock Exchanges. The recognition and measurement principle as laid down in the Standard
have been followed in the preparation of these results.
: : 52 : :
Rs. in Lakhs
As at
31.03.2014
As at
31.03.2013
17,500.00
17,500.00
2,500.00
2,500.00
20,000.00
20,000.00
16,884.11
16,884.11
2,436.20
2,436.20
19,320.31
19,320.31
Total
b)
Total
Notes :
i)
The Company has allotted 24,36,200 of 1% Cumulative Redeemable Preference Shares (CRPS) of
Rs.100/ each on 1st March 2006 aggregating to Rs.2436.20 lakhs, and redeemable in 12 quarterly
installments commencing from October 2014.
ii)
Reconciliation of the number of shares outstanding at the beginning and end of the reporting period:
Rs. in Lakhs
2013-14
Particulars
iii)
No. of Shares
a)
Equity Shares
b)
Preference Shares
2012-13
Amount
No. of Shares
168,841,072
16,884.11
Amount
168,841,072 16,884.11
-
168,841,072
16,884.11
2,436,200
2,436.20
2,436,200
2,436.20
2,436,200
2,436.20
2,436,200
2,436.20
168,841,072 16,884.11
No. of Shares
held
2012-13
% of
Holding
No. of
Shares held
% of
Holding
i)
30,000,000
18
30,000,000
18
ii)
13,739,235
13,739,235
: : 53 : :
Rs. in Lakhs
As at
31.03.2014
c)
Revaluation Reserves
Opening Balance
Less: Depreciation on Revalued Assets
d)
General Reserves
Opening Balance
e)
Surplus
Opening Balance
Add: Profit for the year
Add: Excess Provision for IT written off
Total (a+b+c+d+e)
2.03 Long-Term Borrowings
Secured
a) Term Loans from Banks (Refer Note 1)
i)
Term Loan (TL)
ii) Working Capital Term Loan (WCTL)
iii) Funded Interest Term Loan (TL)
b) Vehicle Loans (Refer Note 2)
Un-Secured
Loans from Others (Refer Note 3)
As at
31.03.2013
20.00
20.00
20.00
20.00
18,658.23
18,658.23
18,658.23
18,658.23
5.98
3.48
2.50
9.46
3.48
5.98
1,667.83
1,667.83
1,667.83
1,667.83
23,691.11
(630.33)
23,060.78
22,641.91
340.38
737.13
23,719.42
24.36
3.95
23,032.47
43,381.03
24.36
3.95
23,691.11
44,043.15
2,307.21
1,303.93
817.49
131.50
4,560.13
3,605.02
1,763.30
650.45
6,018.77
13,092.25
13,092.25
17,652.38
13,092.25
13,092.25
19,111.02
Total
Notes:
1) (a) The term loans were availed from IDBI Bank Ltd.
(b) The term loan outstanding of Rs.3605.02 lakhs was rescheduled and made payable in 25
monthly installments commencing from July 1, 2014 and ending on July 1, 2016 and carrying
interest rate BBR + 650 basic points.
: : 54 : :
Rs. in Lakhs
(c) Working Capital Term Loan, over due LCs outstanding/devolved ware converted in the year
2012-13 into WCTL, and repayable in 36 monthly installments commencing from July 1, 2014 and
carrying interest rate BBR + 650 basic points.
(d) During the the year 2012-13, the following interests were converted into Funded Interest Term
Loan (FITL), which is repayable in 36 monthly installments commencing from July 1, 2014 and
carrying interest rate BBR + 650 basic points:
(e)
2)
i)
Interest on term loan fallen due from July 2012 upto June 2013 was converted into FITL IV.
ii)
Overdue interest / penal interest on CC fallen due from October 2012 upto June 2013 was
converted into FITL I.
iii)
Interest on devolved LCs fallen due to December 2012 was converted into FITL II and
interest on WCTL fallen due from January 2013 to June 2013 was converted into FITL III.
The term loans are secured by way of first charge on the entire fixed assets of the Company, both
present and future, ranking pari passu with the charges already created in favour of existing term
lender and second charge on all the current assets of the Company, both present and future,
and further secured by the guarantees of the Promoter Directors, namely Y S Chowdary and G
Srinivasa Raju, in their personal capacities and corporate guarantee of M/s Sujana Metal Products
Ltd.
Vehicle loans availed from various banks and secured by way of charge of respective vehicles financed.
3)
Un-secured loans represents loans availed in the year 2011-12 from the Tejdeep Engineering Enterprises
Pvt. Ltd and Tejeswini Engineering Pvt. Ltd to meet the working capital requirements.
2.04 Deferred Tax Liability (Net)
Opening Balance
3,429.75
3,293.55
Add: Deferred Tax Assets
(i) On account of difference between book and income tax
(302.60)
139.74
depreciation
(ii) Provision for Gratuity
(4.86)
(2.38)
(iii) Provision for Leave Encashment
(3.45)
(1.16)
Closing Balance
3,118.84
3,429.75
2.05 Other Long-Term Liabilities
- Payable to Subsidiaries
19,920.20
8,102.06
- Payable to Others
2,634.99
2,874.00
Total
22,555.19
10,976.06
2.06 Other Long-Term Provisions
Provision for Employee Benefits
133.41
128.49
Total
133.41
128.49
2.07 Short Term Borroings
i) Secured
From Banks
-
Cash Credits
38,001.30
35,686.95
Total
38,001.30
35,686.95
Notes:
1) Cash Credits of banks are secured by way of pari pasu first charge on the current assets and pari
passu second charge on fixed assets both present and future and secured by the personal guarantees
of the Promoter Directors, namely Y S Chowdary and G Srinivas Raju, and further secured by the
corporate guarantee of M/s Sujana Metal Products Ltd (SMPL).
: : 55 : :
Rs. in Lakhs
2)
1) Bank of Baroda
2) Bank of India
3) Central Bank of India
4) IDBI Bank Ltd
5) Indian Overseas Bank
6) Oriental Bank of Commerce
7) UCO Bank
Total
2.08 Trade Payables
i) Acceptance
ii) Trade Payables
Outstanding as on
31.03.2014
31.03.2013
4,409.06
4,397.40
7,730.96
9,364.45
4,377.02
4,352.52
2,537.19
2,502.63
5,345.66
5,219.10
4,991.49
5,052.97
8,609.92
4,797.88
38,001.30
35,686.95
23,915.92
19,033.68
42,949.60
29,690.44
18,690.19
48,380.63
Notes:
1) Acceptance refers to LC acceptances from banks are secured by way of pari passu first
charge on the current assets and pari pasu second charge on fixed assets both present and
future and secured by the personal guarantees of the Promoter Directors, as mentioned
above and further secured by the corporate guarantee of M/s Sujana Metal Products Ltd.
2) Letter of Credits (acceptances) outstanding with various banks
Outstanding as on
31.03.2014
31.03.2013
Total
Devolved
Total
Devolved
Bank of India
11,967.31
944.99
11,901.07
Central Bank of India
9,788.23
4,719.37
9,789.38
8,939.38
UCO Bank #
2,160.38
5,837.45
7,999.99
Total
23,915.92
11,501.81
29,690.44
8,939.38
The UCO Bank has debited the devolved LC amount of Rs. 5837.45 lakhs to Cash Credit (CC) Account.
Name of the Bank
1)
2)
3)
#
: : 56 : :
Rs. in Lakhs
As at
31.03.2014
As at
31.03.2013
170.00
24.36
24.36
3.95
3.95
28.31
198.31
0.04
0.04
26.03
26.03
848.92
848.92
12,904.92
12,904.92
587.16
587.16
14,367.07
14,367.07
ii)
iii)
iv)
v)
606.95
563.39
9,896.96
9,896.96
10,503.91
10,460.35
288.60
383.40
2.13 Inventories
(at lower of cost or net realizable value)
Raw Materials
Work in Process
60.01
54.53
Finished Goods
19.25
101.97
3,726.39
3,618.44
116.60
166.41
4,210.85
4,324.75
132,231.22
136,742.61
Stock in Trade
Stores and Spares
Total
2.14 Trade Receivables
Unsecured & Considered Good
Outstanding Less than Six Months
Outstanding More than Six Months
Total
: : 57 : :
28,767.05
514.31
160,998.27
137,256.92
Rs. in Lakhs
As at
31.03.2014
As at
31.03.2013
123.54
12.45
195.27
17.25
2,085.46
777.16
Total
2,404.27
806.86
Notes:
Margin Money Deposits represents margin money kept with various banks for issue of Letter of
Credits
2.16 Short Term Loans and Advances
Advance to Staff
Advance for Expenses & Others
TDS Receivable
Pre-paid Expenses
17.46
18.17
159.82
167.81
62.27
47.59
1.89
6.65
308.65
227.67
7,903.01
15,760.05
94.80
26.16
478.92
478.92
VAT Receivable
Advances to Suppliers
Interest Receivable
Total
: : 58 : :
51.08
49.60
9,077.90
16,782.62
Rs. in Lakhs
For the year
ended
31.03.2014
2.17
: : 59 : :
323,696.75
19,357.96
(881.69)
342,173.02
291,044.36
45,651.79
(792.19)
335,903.96
127.00
448.98
3,967.08
145.32
162.46
4,401.86
177.33
236.17
862.48
383.40
3,633.07
482.37
4,498.84
288.60
4,210.24
296.38
4,754.30
106.80
5,157.48
383.40
4,774.08
3,618.44
101.97
54.53
3,774.94
3,912.21
189.91
72.94
4,175.06
3,726.39
19.25
60.01
3,805.65
(30.71)
3,618.44
101.97
54.53
3,774.94
400.12
467.95
31.87
3.18
19.34
522.34
543.38
27.73
3.30
23.58
597.99
Rs. in Lakhs
For the year
ended
31.03.2014
9,200.55
5,534.59
14,735.14
7,021.41
1,559.21
8,580.62
520.66
2,229.46
154.28
1.14
6.79
35.06
44.95
105.24
111.40
440.02
22.76
3.37
17.52
10.98
11.72
560.32
1,826.60
197.84
11.12
18.45
4.88
15.65
100.42
153.03
314.19
41.92
3.37
30.01
5.69
288.61
15.73
1.12
0.50
139.86
44.17
36.92
3,953.65
15.73
1.12
175.78
8.69
895.06
71.11
4,739.59
166.41
470.85
637.26
116.60
520.66
43.31
148.80
577.93
726.73
166.41
560.32
152.96
: : 60 : :
: : 61 : :
Miscellaneous Equipments
Intangible Assets
ERP / Software
Total (A+B)
B)
44,019.12 351.75
391.45
351.75
351.75
43,627.67
43,627.67
326.18
19.04
6.53
Additions
3.52
476.47
100.14
0.10
351.01
648.04
40,784.24
1,182.99
81.16
As on
01.04.2013
569.39
569.39
569.39
569.39
Deletions
GROSS BLOCK
254.90
2.89
22,658.62
802.65
3.52
43,410.03
43,801.48
391.45
24.62
1,716.97
3.48
1,720.45
0.17
41.88
5.92
15.94
26.93
1,590.10
39.51
For the
year
23,025.45 1,741.59
366.83
22,658.62
68.84
119.18
43,410.03
0.10
0.10
290.96
351.01
20,983.21
40,214.85
467.05
590.67
1,182.99
654.57
As on
01.04.2013
81.16
As on
31.03.2014
500.15
500.15
500.15
500.15
24,270.37
391.45
23,878.92
23,878.92
3.06
296.78
74.76
0.10
306.90
493.98
22,073.16
630.18
19,531.11
19,531.11
19,531.11
0.46
505.87
44.42
44.11
160.59
18,141.69
552.81
81.16
20,993.68
24.62
20,969.06
20,969.06
0.63
221.57
31.30
60.05
180.99
19,801.03
592.32
81.16
As on
31.03.2013
NET BLOCK
On
As on
As on
Deletions 31.03.2014 31.03.2014
DEPRECIATION
Rs. in Lakhs
Notes:
The Company has charged the depreciation on plant & machinery on single shift basis for the year 2013-14 instead of double shift basis as charged in previous years,
since the plant & machinery has not operated at full capacity. Had the Company charged the depreciation on palnt & machinery on double shift basis the total depreciation
amount would be of Rs.2510.42 crores instead of Rs. 1741.59 crores.
Vehicles
Office Equipments
Electrical Equipments /
Installations
Buildings
Testing Equipments
Land
Tangible Assets
A)
PARTICULARS
Loans and Advances in the nature of Loans given to Subsidiaries, associates and others and investment
in shares of the Company by such parties :
Rs. in lakhs
Amount
outstanding
Relationship
As on 31.03.2014
Maximum amount
due at any one
time during the
year
Investment by the
loanee in the shares
of parent company
No. of Shares
Subsidiary
3717.51
3717.51
---
Subsidiary
6179.46
6179.46
---
2.27 Depreciation
Depreciation is provided on Straight Line Basis applying the rates specified in the Schedule XIV to
the Companies Act, 1956. However, depreciation on the amount enhanced over the original cost due
to revaluation of some of the fixed assets done during the year 1992-93 has been calculated for the
year on the same basis as provided on the original cost and the amount of depreciation arising due to
revaluation of fixed assets has been adjusted to revaluation reserve.
The following are the related parties as defined in Accounting Standard 18 notified under the
Companies (Accounting Standard) Rules, 2006
1. Subsidiaries
Country of
Incorporation
% of Holding
as at 31.03.2014
Singapore
100
UAE, Dubai
100
Hong Kong
100
Cayman Island
100
Mauritius
100
Mauritius
100
UAE, Dubai
100
Singapore
100
2.
Mr. Y. S. Chowdary
Non-Executive Chairman
Managing Director
: : 62 : :
3.
Sl. No
1
2
3
4
5
6
7
8
9
10
11
12
13
Sales
Sujana Metal Products Ltd
Sujana Towers Limited
Sub-total
Purchases
Sujana Metal Products Ltd
Sujana Towers Limited
Sub-total
Other Income
Sujana Towers Limited
Sub-total
Other Expenses
Sujana Metal Products Ltd
Sub-total
Remuneration
Mr. G Srinivasa Raju
Sub-total
Loans & Advances
Pac Ventures Pte. Ltd
Sun Trading Ltd
Sub-total
Corporate Guarantees (USD in lakhs)
Nuance Holdings Ltd
Pac Ventures Pte. Ltd
Hestia Holdings Ltd
Selene Holdings Ltd
(Step Down Subsidiary)
Standby Letter of Credit (USD in lakhs)
Pac Ventures Pte. Ltd
Sri Y S
Chowdary
N.A.
N.A.
Sri G S
Raju
N.A.
N.A.
N.A.
N.A.
Sri S Hanumantha
Rao
N.A.
N.A.
N.A.
N.A.
N.A.
Rs. in Lakhs
Subsidiaries
Key Management Personnel
2013-14
2012-13
2013-14
2012-13
10,644.42
20,844.70
42.41
410.01
10,686.84
21,254.71
3,964.94
1,704.72
396.44
806.64
4,361.38
2,511.36
1.08
1.08
1.08
1.08
9.00
9.00
9.00
9.00
48.00
15.54
48.00
15.54
2,726.01 7,566.63
9,092.13
265.29
11,818.14 7,831.92
$ 100.00
$ 111.70
$ 100.00
$ 25.00 $ 150.00
$ 130.00
: : 63 : :
(i)
(ii)
(iii)
(iv)
(v)
Gratuity
Leave Encashment
2013-14
2012-13
2013-14
2012-13
Loss
Service cost for the year
13.02
13.60
(0.79)
Interest cost
9.04
8.80
2.35
Expected return on plan assets
(0.89)
(0.98)
Actuarial (gain) / loss
(6.89)
(14.42)
8.58
Past service cost
Net Cost
14.28
7.00
10.14
Assumptions
: : 64 : :
27.73
0.97
2.39
(2.45)
0.07
28.71
28.71
28.71
0.97
2.39
0.07
3.43
8.20%
0.00%
6.00%
17 years
58 years
2.
The discount rate is based on the prevailing market yield on Government Bonds as at the balance
sheet date for the estimated terms of obligations
a)
In the case of Gratuity, the expected rate of return was assumed to be 9% per annum since the
fund has earned interest at this rate as per the certificate issued by Life Insurance Corporation
of India Ltd (LIC)
b)
In the case of Leave Encashment, the expected rate of return assumed to be 0% since there is
no fund except provision.
Salary increase rate of 6% per annum has been assumed keeping in view of the inflation rate on long
term basis.
2013-14
15.73
1.12
16.85
Audit Fees
Tax Audit Fee
Total
Rs. in Lakhs
2012-13
15.73
1.12
16.85
The Company has identified three reportable segments viz. LEC Division, Appliance Division, Steel
Division. Segments have been identified and reported taking into account the nature of products and
services, the differing risks and returns and the internal business reporting systems. The accounting
policies adopted for segment reporting are in line with the accounting policy of the Company with
following additional policies for segment reporting.
a.
Revenue and expenses have been identified to a segment on the basis of relationship to operating
activities of the segment. Revenue and expenses which relate to enterprise as a whole and are
not allocable to a segment on reasonable basis have been disclosed as Un-allocable.
b.
Segment assets and liabilities represent net assets and liabilities in respective segments.
Investments, tax related assets and other assets and liabilities that cannot be allocated to a
segment on reasonable basis have been disclosed as Un-allocable.
i.
Rs. in Lakhs
Business Segments
LEC
Particulars
2013-14
A Revenue
Appliance
2012-13
2013-14
Eliminations
Steel
2012-13
2013-14
2012-13
Total
2013-14 2012-13
2013-14
2012-13
a) External
35.71
54.97
171.36
3,42,082.34
3,35,732.60
3,42,173.02
3,35,903.96
b) Internal
c) Total
35.71
54.97
B Results
(1,061.93) (211.50)
(516.06)
Less: Taxes
(547.02)
- 3,42,173.02 3,35,903.96
2,224.57
(941.24)
646.58
(310.91)
306.20
(182.72)
2,224.57
(630.33)
340.38
: : 65 : :
Assets
a) Segment Assets
3,337.51
b) Un allocable Assets
c) Total
3,337.51
Liabilities
a) Segment Liabilities
60.35
b) Un allocable Liabilities
c) Total
60.35
Others
a) Depreciation
565.74
b) Capital Expenditure
c) Non-Cash Expenses
other than depreciation
12.15 131.92
126.50 1,55,080.93 1,27,284.34
1,066.82 137.31
397.83
1,038.54
1,543.34
-
2,06,247.34 1,90,146.27
14,846.04
14,845.98
2,21,093.38 2,04,992.25
1,55,273.20 1,27,422.99
3,118.83
3,429.75
1,58,392.03 1,30,852.74
1,741.59
3,007.99
-
Revenue from geographical segment is based on location of its customers and total carrying
amount of assets. The total cost incurred during the year to acquire fixed assets is based on
geographical locations of the assets.
-
In India
-
Outside India
- Total
B Additions to Fixed Assets and Intangible Assets
-
In India
-
Outside India
- Total
C Carrying Amount of Segment Assets
-
In India
-
Outside India
- Total
31.03.2014
3,22,815.06
19,357.96
3,42,173.02
351.75
351.75
1,96,829.35
24,264.03
2,21,093.38
Rs. in Lakhs
31.03.2013
2,90,252.17
45,651.79
3,35,903.96
5,935.50
5,935.50
1,80,728.22
24,264.03
2,04,992.25
: : 66 : :
2013-14
(630.33)
24.36
3.95
(658.64)
16,88,41,072
16,88,41,072
Rs. 10.00
(Rs. 0.39)
(Rs. 0.39)
Rs. in Lakhs
2012-13
340.38
24.36
3.95
312.07
16,88,41,072
16,88,41,072
Rs. 10.00
Rs. 0.18
Rs. 0.18
c)
d)
e)
f)
g)
h)
2.
a)
b)
c)
d)
Particulars
Bank Guarantees
Bank of Baroda: Guarantee executed in favour of Commissioner Central
Excise
Corporate Guarantee provided by the Company to Mauritius Commercial
Bank, Mauritius, on behalf of Hestia Holdings Ltd, Mauritius, wholly owned
subsidiary to SUIL. The Company has received the legal notice u/s 433 of the
Companies Act 1956 and the Company has given reply to the legal notice.
Corporate Guarantee provided by the Company to Standard Bank
(Mauritius) Limited on behalf of Selene Holdings Ltd, Mauritius, step down
subsidiary to SUIL. The Company has received the notice from Honble
High Court of Andhra Pradesh u/s 433 of the Companies Act, 1956 and the
Company has filed the counter against the said notice.
Corporate Guarantee provided by the Company to Afrasia Bank Limited,
Mauritius, on behalf of Selene Holdings Ltd, Mauritius, step down
subsidiary to SUIL
Corporate Guarantee provided by the Company to Intra Asia Trading Pte.
Ltd, Singapore, on behalf of Nuance Holdings Ltd, Hong Kong, wholly
owned subsidiary to SUIL
Corporate Guarantee provided by the Company to Intra Asia Trading Pte.
Ltd, Singapore, on behalf of Pac Ventures Pte. Ltd, Singapore, wholly
owned subsidiary to SUIL
Corporate Guarantee provided by the Company to Rhodium Resources
Pte. Ltd, Singapore, on behalf of Pac Ventures Pte. Ltd, Singapore, wholly
owned subsidiary to SUIL
Corporate Guarantee provided by the Company to Rhodium Resources
Pte. Ltd, Singapore, on behalf of Pac Ventures Pte. Ltd, Singapore, wholly
owned subsidiary to SUIL
Standby Letter of Credit (SBLC)
Indian Overseas Bank: SBLC issued in favour of Apies Ventures Pte. Ltd
Indian Overseas Bank: SBLC issued in favour of United Industrial Group
(Asia) Ltd
Oriental Bank of Commerce: SBLC issued in favour of Pan Arabian
International FZE. However the said SBLC stands discharged in the month
of May 2014.
Exim Bank of India: SBLC issued in favour of Exim Bank of India, London
Branch, on behalf of Pac ventures Pte. Ltd, Singapore, wholly owned
subsidiary to SUIL
: : 67 : :
2013-14
2012-13
US $ 2.50 Millions
US $ 5.00 Millions
US $ 10.00 Millions
US $ 3.00 Millions
US $ 5.72 Millions
US $ 2.45 Millions
US $ 9.00 Millions
US $ 13.00 Millions
3.
a)
b)
c)
d)
e)
2.37 Disclosure of Raw Materials consumed, Goods Purchased & Sold, and Work-in-progress
a)
A)
B)
C)
D)
b)
A) Steel Products
B) Crude Palm Oil
C) Computer Peripherals
D) Steam Coil
E) Fans
Total
Purchases
2013-14
2012-13
3,08,370.72
2,86,161.24
13,230.26
22,841.25
4,431.81
358.51
739.59
73.70
3,22,340.57
3,13,866.51
: : 68 : :
2013 14
Rs. in Lakhs
2012 - 13
372.80
1,041.41
1,414.21
279.90
1,134.31
286.65
1,613.04
1,899.69
372.80
1,526.89
592.00
592.00
592.00
624.19
627.19
624.19
1,935.23
1,935.23
1,935.23
2,359.92
2,359.92
2,359.92
10.59
17.21
27.80
8.69
19.11
9.73
157.15
166.88
10.59
156.29
Rs. in Lakhs
Sales
2013 - 14
2012 - 13
3,23,442.45 3,00,945.70
13,287.76
23,604.94
4,520.48
363.28
757.83
74.65
3,37,488.04 3,29,509.05
c)
Details of Work-in-Progress
Particulars
Billets
Fan & Fan Components
Total
2013 - 14
21.44
21.44
Rs. in Lakhs
Particulars
2013 - 14
19,357.96
2012 - 13
45,651.79
Rs. in Lakhs
Particulars
(i)
(ii)
Rs. in Lakhs
2012 - 13
25.88
28.65
54.53
2013 - 14
21,129.91
Nil
2012 - 13
23,781.45
Nil
2.40 Previous years figures have been regrouped and reclassified wherever necessary for comparability
and to conform to current periods classification and comparison.
2.41 Figures have been rounded off to nearest rupee.
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN: 003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014
S Hanumantha Rao
Director
B Manoharan
Chief Financial Officer
M Naresh Kumar
Company Secretary
Place: Hyderabad
Date: 30th May 2014
: : 69 : :
: : 70 : :
Consolidated Accounts
for the Year Ended
31st March 2014
Consisting of (a) annual audited accounts of your Company for the
year ended 31st March 2014 (b) un-audited financial statements of Pac
Ventures Pte Ltd, for the year ended 31st March 2014 (c) un-audited
consolidated financial statements of Nuance Holdings Limited for the
year ended 31st March 2014 (d) un-audited consolidated financial
statements of Sujana Holdings Limited for the year ended 31st March
2014 (e) audited financial statements Hestia Holdings Limited for the
year ended 31st December 2013 and (f) audited financial statements
of
Sun Trading Limited for the year ended 31st March 2014.
: : 71 : :
: : 72 : :
: : 73 : :
We further report that in respect of certiain subsidiaries, we did not carry out the audit of consolidated
financial statements. These un-audited consolidated financial statements have been certified by the
Management and have been furnished to us and, in our opinion, insofar as it relates to the amounts included
in respect of the subsidiaries are based on solely on these certified consolidated financial statemsnts. The
detaisl of assets, revenues in respect of these subsidiaries to the extent to which they are reflected in the
consolidated financial statements are given below.
Certified by Management :
Foreigns Subsidiaries:
Total Assets
Rs. in Lakhs
Total Revenue
Rs. in Lakhs
a)
b)
c)
58,768.25
48,688.46
1,180,59.97
16,151.50
39,263.81
50.28
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
consolidated financial statements give a true and fair view in conformity with the accounting principles
generally accepted in India:
i)
In the case of the consolidated Balance Sheet, of the state of affairs of the Company as at March 31,
2014;
ii) In the case of the consolidated Statement of Profit and Loss, of the loss for the year ended on that
date; and
iii)
In the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that
date.
Chartered Accountants
FRN: 003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014
: : 74 : :
Particulars
I.
Rs. in Lakhs
As at
31.03.2014
As at
31.03.2013
19,320.31
19,320.31
2.02
60,312.61
60,690.73
Long-Term Borrowings
2.03
25,460.10
19,111.02
2.04
3,118.84
3,429.75
2.05
2,634.99
2,634.99
2.06
133.41
128.49
(a)
Share Capital
2.07
60,133.22
56,081.76
2.08
237,758.09
219,701.07
(c)
2.09
45,504.09
23,920.35
(a)
Short-Term Borrowings
Other Current Liabilities
2.10
Total
II
36.04
208.10
454,411.70
405,226.57
19,544.85
20,993.96
ASSETS
Non-Current Assets
(a)
Fixed Assets
(i)
Tangible Assets
2.24
(ii)
Intangible Assets
2.24
24.62
2.11
606.95
763.39
(a) Inventories
2.12
4,210.85
4,324.75
2.13
375,315.39
325,807.97
2.14
2,871.00
1,473.34
2.15
51,862.66
51,838.54
454,411.70
405,226.57
(c)
Total
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014
S Hanumantha Rao
Director
B Manoharan
Chief Financial Officer
M Naresh Kumar
Company Secretary
Place: Hyderabad
Date: 30th May 2014
: : 75 : :
Consolidated Statement of Profit and Loss for the year ended 31st March, 2014
Note
No
Particulars
I.
Revenue
Revenue from Operations
2.16
437,498.16
402,016.22
Other Income
2.17
4,455.54
922.08
441,953.70
402,938.30
4,210.24
4,774.08
416,375.78
377,369.00
Total Revenue
II
Rs. in Lakhs
Expenses
Cost of Materials Consumed
2.18
Purchase of Stock-in-Trade
Changes in inventories of Finished Goods, Work-inProgress and Stock-in-Trade
2.19
(30.71)
400.12
2.20
766.27
731.47
Finance Costs
2.21
16,156.23
9,490.79
2.24
1,750.20
3,016.33
Other Expenses
2.22
4,302.79
5,154.70
443,530.80
400,936.49
(1,577.10)
2,001.81
43.31
152.96
(1,620.41)
1,848.85
Total Expenses
III Profit Before Exceptional Items and Tax
(I - II)
IV
Exceptional Items
VI
Tax Expense
2.23
18.21
191.41
(310.91)
136.20
(1,327.71)
1,521.24
Basic
(0.80)
0.88
Diluted
(0.80)
0.88
Current Tax
Deferred Tax
S Hanumantha Rao
Director
B Manoharan
Chief Financial Officer
M Naresh Kumar
Company Secretary
Place: Hyderabad
Date: 30th May 2014
: : 76 : :
Consolidated Cash Flow Statement for the year ended 31st March, 2014
Rs. in lakhs
31.03.2013
Particulars
31.03.2014
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / (Loss) Before Tax
(1,620.41)
1,848.85
Adjustments for
Depreciation
1,750.20
3,016.33
Financial Expenses
16,156.23
9,490.79
Interest & Other Income
(272.32)
(733.87)
Un-earned Foreign Income
(2,881.34)
Provision for Gratuity
14.29
7.00
Provision for Leave Encashment
10.67
3.43
Provision for Doubtful Debts
40.76
Profit on Sale of Fixed Assets
(4.94)
(8.46)
Exceptional Items
43.31
152.96
Operating Profit Before Working Capital Changes
13,236.45
13,777.03
Changes in Working Capital
Decrease in Inventories
113.90
295.49
(Increase) in Trade Receivables
(49,507.42)
(58,738.92)
Decrease / (Increase) in Loans & Advances
132.34
(16,268.13)
Increase in Trade Payables
23,831.54
59,262.04
Increase in Other Liabilities
18,476.55
113.11
Cash Generated from Operations
6,283.36
(1,559.38)
Direct Taxes Paid
(117.45)
(195.76)
Cash from Operating Activities (A)
6,165.91
(1,755.14)
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
(354.15)
(5,954.96)
Sale Proceeds of Fixed Assets
74.19
2,974.02
Foreign Exchange Translation Adjustment (on consolidation)
981.38
594.39
Interest Received
75.92
489.94
Cash from Investment Activities(B)
777.34
(1,896.61)
CASH FLOW FROM FINANCIAL ACTIVITIES
Proceeds from Borrowings
6,286.99
2,105.24
Interest & Financial Charges paid
(11,832.58)
(9,490.79)
Net Cash from Financing Activities (C)
(5,545.59)
(7,385.55)
Net Increase in Cash and Cash Equivalent (A+B+C)
1,397.66
(11,037.30)
Cash and Cash Equivalent at the beginning of the year
1,473.34
12,510.64
Cash and Cash Equivalent as on 31.03.2014
2,871.00
1,473.34
Notes:
1.
Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard (AS) 3 on Cash Flow Statements.
2.
Cash and cash equivalents comprise cash at bank and in hand and margin money deposits with banks.
3.
Previous years figures have been regrouped and reclassified to confirm to those of the current year.
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014
S Hanumantha Rao
Director
B Manoharan
Chief Financial Officer
M Naresh Kumar
Company Secretary
Place: Hyderabad
Date: 30th May 2014
: : 77 : :
The financial statements have been prepared and presented in accordance with Indian Generally
Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis
except interest on margin money deposits. The GAPP comprises mandatory accounting standards as
prescribed by the Companies (Accounting Standards) Rules 2006, the provisions of the Companies
Act, 2013 (to the extent notified) and the Companies Act, 1956 (to the extent applicable) and the
guidelines issued by the Securities and Exchange Board of India (SEBI). The financial statements are
presented in Indian rupees (Rs. in Lakhs).
The Consolidated Financial Statements of the Company have been prepared in accordance with
Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard
23 on Accounting for Investments in Associate in Consolidated Financial Statements.
b.
The Consolidated Financial Statements have been prepared based on line by line consolidation
by adding together the book values of like items of assets, liabilities, income and expenses as per
the accounts of the parent company and its subsidiary companies and intra group transactions
have been eliminated.
c.
The Consolidated Financial Statements have been prepared using uniform accounting policies
for like transactions and other events in similar circumstances and are presented to the extent
possible, in the same manner as the parent possible, in the same manner as the parent
companies individual accounts. In case of foreign subsidiaries the revenue items, assets and
liabilities are converted at the rate prevailing as on the date of the balance sheet.
d.
In case of foreign subsidiaries, revenue items are consolidated at the average rate prevailing
during the year. All assets and liabilities are converted at the rates prevailing at the end of
the year. Any exchange differences arising on consolidation is recognised in foreign exchange
translation reserve.
e.
The difference between the cost of investments in subsidiaries, and the Companys share of
net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial
statements as goodwill or capital reserve as the case may be.
The preparation of financial statements in conformity with Indian GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent liabilities on the date of the financial statements. Actual results could differ from those
estimates. Any revision to accounting estimates is recognised prospectively in current and future
periods.
Fixed assets are carried at cost of acquisition less accumulated depreciation. The cost of fixed
assets comprises the purchase price (net of rebates and discounts) and any other directly
attributable costs of bringing the assets to working condition for their intended use. Borrowing
costs directly attributable to acquisition of those fixed assets which necessarily take a substantial
period of time to get ready for their intended use are capitalized.
: : 78 : :
Advances paid towards acquisition of fixed assets outstanding at each balance sheet date and
the cost of fixed assets not ready for their intended use before such date are disclosed as capital
work-in-progress.
1.6 Depreciation
a.
Depreciation on fixed assets is provided using the Straight Line Method as per the rates
prescribed in Schedule XIV to the Companies Act, 1956.
b.
The rates of depreciation prescribed in Schedule XIV to the Companies Act, 1956 are considered
as minimum rates. If the managements estimate of the useful life of a fixed asset at the time
of acquisition of the asset or of the remaining useful life on a subsequent review is shorter than
envisaged in the aforesaid schedule, depreciation is provided at a higher rate based on the
managements estimate of the useful life / remaining useful life.
c.
Depreciation is calculated on a pro-rata basis from/ up to the date the assets are purchased /
sold.
1.7 Investments
a.
b.
Current Investments are stated at lower of cost or fair value. Long Term Investments are stated
at cost. Provision for diminution in the value of long-term investments is made only if such a
decline is other than temporary.
c.
The investments in fully owned subsidiaries are carried out at the cost of acquisition as the same
are long term investments.
Revenue is recognized when it is earned and to the extent that it is probable that the economic
benefits will flow to the company and the revenue can be reliably measured.
b.
Revenue from sale of goods is recognized on delivery of the products, when all significant
contractual obligations have been satisfied, the property in the goods is transferred for a price,
significant risks and rewards of ownership are transferred to the customers and no effective
ownership is retained.
c.
Sales are net of sales returns and trade discounts. Export turnover includes related export
benefits. Excise duty and VAT are recovered is presented as a reduction from gross turnover.
d.
1.9 Inventories
a.
Inventories are valued at the lower of Cost or Net Realizable Value. Cost of inventories comprise
all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to
their present location and condition. Cost is arrived at,
b.
In case of raw materials and other trading products on weighted average cost method.
c.
: : 79 : :
d.
In case of work in process and finished goods, includes material cost, labour, manufacturing
overheads.
e.
Net realizable value is the estimated selling price in the ordinary course of business, less
estimated costs of completion to make the sell.
All employee benefits falling due wholly within twelve months of rendering the services are
classified as short term employee benefits. The benefits like salaries, wages, short term
compensated absences etc. and the expected cost of bonus, ex-gratia are recognised in the
period in which the employee renders the related service.
b.
Post-employed benefits :
i.
Long-term employee benefits (benefits which are payable after the end of twelve months
from the end of the period in which the employees render service) and post-employment
benefits (benefits which are payable after completion of employment) are measured on
a discounted basis by the Projected Unit Credit Method on the basis of annual third party
actuarial valuations.
ii.
Contributions to provident fund, a defined contribution plan are made in accordance with
the statute, and are recognized as an expense when employees have rendered service
entitling them to the contributions.
iii.
The gratuity benefit obligations recognized in the Balance Sheet represents the present
value of the obligations as reduced by the fair value of plan assets. Any asset resulting
from this calculation is limited to the discounted value of any economic benefits available
in the form of refunds from the plan or reductions in future contributions to the plan.
Foreign currency transactions are recorded in the reporting currency at the exchange rates
prevailing on the date of the transaction.
b.
c.
Non-monetary items such as investments are carried at historical cost using the exchange rates
on the date of the transaction.
d.
Closing monetary foreign current assets and current liabilities have been re-instated in the
reporting currency at the exchange rate prevailing on balance sheet date, in accordance with
Accounting Standard 11 on The Effects of Changes in Foreign Exchange Rates The difference
arising on these transactions being charged/revenue to the Statement of Profit and Loss
I.
Indian Entities
a.
Income taxes are accounted for in accordance with Accounting Standard 22 on Accounting
for Taxes on Income.
b.
Taxes comprise both current and deferred tax. Current tax is measured at the amount
expected to be paid/recovered from the revenue authorities, using the applicable tax rates
and laws.
: : 80 : :
c.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives rise
to future economic benefits in the form of adjustment of future income tax liability, is
considered as an asset if there is convincing evidence that the Company will pay normal
tax after the tax holiday period. Accordingly, it is recognized as an asset in the balance
sheet when it is probable that the future economic benefit associated with it will flow to
the Company and the asset can be measured reliably.
d.
The tax effect of the timing differences that result between taxable income and accounting
income and are capable of reversal in one or more subsequent periods are recorded as a
deferred tax asset or deferred tax liability.
e.
Deferred tax assets and liabilities are recognized for future tax consequences attributable
to timing differences. They are measured using the substantively enacted tax rates and
tax regulations.
f.
The carrying amount of deferred tax assets at each balance sheet date is reduced to the
extent that it is no longer reasonably certain that sufficient future taxable income will be
available against which the deferred tax asset can be realized.
g.
Tax on distributed profits payable in accordance with the provisions of Section 115O of
the Income Tax Act, 1961 is in accordance with the Guidance Note on Accounting for
Corporate Dividend Tax regarded as a tax on distribution of profits and is not considered
in determination of profits for the year.
Foreign Companies recognised tax liabilities and assets in accordance with its applicable local
laws.
The Company reports basic and diluted Earnings Per Share (EPS/DEPS) in accordance with
Accounting Standard 20 on Earnings Per Share. Basic EPS is computed by dividing the net
profit or loss for the year by the weighted average number of equity shares outstanding during
the year.
b.
Diluted EPS is computed by dividing the net profit or loss for the year by the weighted average
number of equity shares outstanding during the year as adjusted for the effects of all dilutive
potential equity shares from the exercise of convertible share warrants of un-issued share
capital, except where the results are anti-dilutive.
1.14 Leases
a.
Leases under which the Company assumes substantially all the risks and rewards of ownership
are classified as finance leases. Such assets acquired on or after 1st April 2001 are capitalized
at the fair value or the present value of minimum lease payments at the inception of the lease,
whichever is lower.
b.
Lease income from assets given on operating lease is recognized as income in the Statement of
Profit and Loss. Lease payments for assets taken on operating lease are recognized as expense
in the Statement of Profit and Loss.
Disclosure is made as per the requirements of the Standard. Details have furnished under Note
No.2.27 of Notes to Accounts.
: : 81 : :
The Company assesses at each balance sheet date whether there is any indication that any
assets forming part of its cash generating units may be impaired. If any such indication exists,
the Company estimates the recoverable amount of the asset. If such recoverable amount of the
asset or the recoverable amount of the cash generating unit to which the asset belongs to is
less than its carrying amount, the carrying amount is reduced to its recoverable amount. The
reduction is treated as an impairment loss and is recognized in the Statement of Profit and Loss.
b.
If at the balance sheet date, there is an indication that a previously assessed impairment loss
no longer exists, the recoverable amount is re-assessed and the asset is reflected at the reassessed recoverable amount subject to a maximum of depreciated historical cost.
Provision for doubtful debts/ advances is made when there is uncertainty of realization of debts
which are long outstanding. All debts which are over and above one year are provided in full
unless there is certainty of its recovery.
b.
In addition to the above, provision is also made in respect of dues in respect of which suits are
filed. Writing off doubtful debts/advances are made when the un-realisability is established.
Provisions involving substantial degree of estimation in measurement are recognised when there
is a present obligation as a result of past events and it is probable that there will be an outflow
of resources.
b.
Contingent Liabilities are not recognised but are disclosed in the notes.
c.
Contingent Assets are neither recognised nor disclosed in the financial statements.
Cash Flow Statement has been prepared using the Indirect Method as per the Accounting Standard
3 on Cash Flow Statements
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are
capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes
substantial period of time to get ready for intended use.
b.
All other borrowing costs are charged to the Statement of Profit and Loss
Disclosure is made as per the requirements of the standard and as per the clarifications issued by the
Institute of Chartered Accountants of India under Note No.2.24 of Notes to Accounts.
Quarterly financial results are published in accordance with the requirement of listing agreement with
stock exchanges. The recognition and measurement principle as laid down in the standard have been
followed in the preparation of these results.
The Consolidated Financial Statements of the Company have been prepared in accordance with
Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard 23 on
Accounting for Investments in Associate in Consolidated Financial Statements notified under Section
211(3C) of the Companies Act, 1956 and relevant provisions thereof.
: : 82 : :
Rs. in Lakhs
As at
31.03.2014
2.01 Share Capital
a) Authorised Share Capital
17,50,00,000 Equity Shares of Rs. 10/- each
25,00,000 1% Cumulative Redeemable Preference
Shares of Rs.100/- each
Total
b) Issued, Subscribed & Fully Paid Up Share Capital
16,88,41,072 Equity Shares of Rs. 10/- each
24,36,200 1% Cumulative Redeemable Preference
Shares of Rs.100/- each
Total
As at
31.03.2013
17,500.00
17,500.00
2,500.00
2,500.00
20,000.00
20,000.00
16,884.11
16,884.11
2,436.20
2,436.20
19,320.31
19,320.31
Notes :
i)
The Company has allotted 24,36,200 of 1% Cumulative Redeemable Preference Shares (CRPS) of
Rs.100/ each on 1st March 2006 aggregating to Rs.2436.20 lakhs, and redeemable in 12 quarterly
installments commencing from October 2014.
ii)
Reconciliation of the number of shares outstanding at the beginning and end of the reporting period.
Rs. in Lakhs
2013-14
Particulars
iii)
No. of Shares
a)
Equity Shares
2012-2013
Amount
No. of Shares
Amount
168,841,072
16,884.11
168,841,072
16,884.11
-
168,841,072
16,884.11
168,841,072
16,884.11
b)
Preference Shares
2,436,200
2,436.20
2,436,200
2,436.20
2,436,200
2,436.20
2,436,200
2,436.20
No. of Shares
held
2012-13
% of Holding
No. of Shares
held
% of
Holding
i)
30,000,000
18
30,000,000
18
ii)
13,739,235
13,739,235
: : 83 : :
Rs. in Lakhs
As at
31.03.2014
a)
b)
Capital Reserves
Opening Balance
c)
Revaluation Reserves
Opening Balance
Less: Depreciation on Revalued Assets
d)
General Reserves
Opening Balance
e) Surplus
Opening Balance
Add: Profit for the Year
Add: Written off of Excess IT Provision made in earlier years
f)
As at
31.03.2013
20.00
20.00
20.00
20.00
18,658.23
18,658.23
18,658.23
18,658.23
5.98
3.48
2.50
9.46
3.48
5.98
1,667.83
1,667.83
1,667.83
1,667.83
36,240.53
(1,327.71)
34,912.82
34,010.47
1,521.24
737.13
36,268.84
24.36
3.95
34,884.51
5,079.54
60,312.61
24.36
3.95
36,240.53
4,098.16
60,690.73
Notes :
Details of Movements in FCT Reserve
Particulars
Sales Revenue
Other Income
Purchases
Expenses (incl. Tax)
Opening Reserves
Others
Loans & Advances - Net
Investments
Movements in FCT Reserve
US $
166,732,734
38,658
(164,476,544)
(3,426,822)
24,233,124
: : 84 : :
Diff
INR
4,813.46
1.12
(4,748.32)
(85.79)
2,004.73
(27.01)
(948.73)
4,070.09
5,079.54
Rs. in Lakhs
As at
31.03.2014
Secured
a) Term Loans from Banks (Refer Note 1)
i)
Term Loan (TL)
ii) Working Capital Term Loan (WCTL)
iii) Funded Interest Term Loan (FITL)
b) Working Capital Loans from Banks (Refer Note 2)
c) Vehicle Loans
Un-Secured
Loans from Others (Refer Note 3)
Total
As at
31.03.2013
2,307.21
1,303.93
817.49
7,807.72
131.50
12,367.85
3,605.02
1,763.30
650.45
6,018.77
13,092.25
13,092.25
25,460.10
13,092.25
13,092.25
19,111.02
Notes :
1)
(a)
(b)
The term loan outstanding of Rs.3605.02 lakhs was rescheduled and made payable in 25 monthly
installments commencing from July 1, 2014 and ending on July 1, 2016 and carrying interest rate
BBR + 650 basic points.
(c) Working Capital Term Loan, over due LCs outstanding/devolved were converted in the year
2012-13 into WCTL, and repayable in 36 monthly installments commencing from July 1, 2014 and
carrying interest rate BBR + 650 basic points.
(d) During the the year 2012-13, the following interests were converted into Funded Interest Term
Loan (FITL), which is repayable in 36 monthly installments commencing from July 1, 2014 and
carrying interest rate BBR + 650 basic points:
(e)
i)
Interest on term loan fallen due from July 2012 upto June 2013 was converted into FITL
IV.
ii)
Overdue interest / penal interest on CC fallen due from October 2012 upto June 2013 was
converted into FITL I.
iii)
Interest on devolved LCs fallen due to December 2012 was converted into FITL II and
interest on WCTL fallen due from January 2013 to June 2013 was converted into FITL III.
The term loans are secured by way of first charge on the entire fixed assets of the Company,
both present and future, ranking pari passu with the charges already created in favour of
existing term lender and second charge on all the current assets of the Company, both present
and future, and further secured by the guarantees of the Promoter Directors, in their personal
capacities and corporate guarantee of M/s Sujana Metal Products Ltd.
2)
During the financial year 2013-14, the subsidiary company Pac Ventures Pte. Ltd has availed a working
capita term loan from Exim Bank of India, London branch, to the tune of USD 13 Million. The loan is
secured by SBLC from Sujana Universal Industries Ltd and charge created for ALL Monies. The loan
carries an interst @ 3.2459% and repayble in 13 quarterly equal installments after 2 years moratorium
period.
3)
Un-secured loans represents loans availed in the previous year 2011-12 from the Tejdeep Engineering
Enterprises Pvt. Ltd and Tejeswini Engineering Pvt. Ltd to meet the working capital requirements.
: : 85 : :
Rs. in Lakhs
As at
31.03.2014
2.04 Deferred Tax Liability (Net)
Opening Balance
Add: Deferred Tax Assets
(i) On account of difference between book and tax depreciation
(ii) Provision for Gratuity
(iii) Provision for Leave Encashment
Closing Balance
2.05 Other Long-Term Liabilities
-
Payable to Others
Total
2.06 Other Long-Term Provisions
Provision for Employee Benefits
Total
2.07 Short-Terms Borrowings
Secured
From Banks
Working Capital Loans
Total
As at
31.03.2013
3,429.75
3,293.55
(302.60)
(4.86)
(3.45)
3,118.84
139.74
(2.38)
(1.16)
3,429.75
2,634.99
2,634.99
2,634.99
2,634.99
133.41
133.41
128.49
128.49
60,133.22
60,133.22
56,081.76
56,081.76
Notes :
Working Capital Loans include :
a)
Working Capital Loans availed from banks are inter alia secured by way of pari passu first charge on the current assets
and pari passu second charge on fixed assets both present and future and secured by the personal guarantees of
Promoter Directors. Further secured by the corporate guarantee of M/s Sujana Metal Products Ltd.
b)
Working Capital Loans from banks include Revolving Trade Finance facility by WOS, Hestia Holdings Ltd, from Mauritius
Commercial Bank Ltd, Mauritius for an amount aggregating to USD 15.39 million. The first revolvement under the facility
effected from 3rd August 2011. This facility is fully utilized by the Company for its business. This facility is secured by
corporate guarantee given by Sujana Universal Industries Ltd to the extent of USD 20 million, and assignment of all
receivables of Hestia Holdings Ltd.
The subsidiary company has defaulted in payment under the working capital trade finance facility and hence the Mauritius
Commercial Bank filed a suit against the Company during the financial reporting period to repay the entire outstanding
amount. The Company disputed the liability on account of non-adherence with the process of trigger of loan/recall of the
facility. As on the Balance Sheet the principle amount payable to the Mauritius Commercial Bank was USD 15,390,106.
c)
Working Capital Trade Finance facility availed by Step Down Subsidiary, Selene Holdings Ltd (WOS to Nuance Holdings
Ltd), from Standard Bank, Mauritius and Afrasia Bank Ltd, during the year 2011-12. This facility is secured by corporate
guarantee given by Sujana Universal Industries Ltd to the extent of USD 23 million and USD 2.5 million to Standard Bank
and Afrasia Bank respectively, and by floating charge on the assets to the extent of facility amount and assignment
of receivables, arises from assignment of all receivables of Selene Holdings Ltd and credit insurance from New India
Assurance, Mauritius.
The Step Down Subsidiary Company, Selene Holdings Ltd has defaulted in repayment of trade finance facility. The
Standard Bank, Mauritius had recalled the above said Facility on 30th November 2012 and asked the Company to repay
the outstanding amount under the facility after appropriation of the margin money with the Bank. As on the date of
Balance Sheet the principal amount payable to Standard Bank is USD 18,257,868 and interest accrued thereon up to 31st
December 2013 is USD 916,389, which was added to the above said loan.
: : 86 : :
As at
31.03.2014
As at
31.03.2013
23,915.92
213,842.17
237,758.09
29,690.44
190,010.63
219,701.07
Acceptance refers to LC acceptances from banks are secured by way of pari passu first charge
on the current assets and pari pasu second charge on fixed assets both present and future and
secured by the personal guarantees of the Promoter Directors, as mentioned above and further
secured by the corporate guarantee of M/s Sujana Metal Products Ltd.
2)
: : 87 : :
As at
31.03.2014
2.10 Short-Term Provisions
Provision for Income Tax
Proposed Dividends on CRPS
Dividend Distribution Tax
Total
2.11 Long Term Loans and Advances
Unsecured & Considered Good
Deposits with Government Authorities & Others
Other Loans & Advances
Total
2.12 Inventories
(at lower of cost or net realizable value)
Raw Materials
Work in Progress
Finished Goods
Stock in Trade
Stores and Spares
Total
2.13 Trade Receivables
Unsecured & Considered Good
Outstanding Less than Six Months
Outstanding More than Six Months
Rs. in Lakhs
As at
31.03.2013
7.73
24.36
3.95
36.04
179.79
24.36
3.95
208.10
606.95
606.95
563.39
200.00
763.39
288.60
60.01
19.25
3,726.39
116.60
4,210.85
383.40
54.53
101.97
3,618.44
166.41
4,324.75
221,886.27
153,469.88
375,356.15
40.76
375,315.39
274,676.36
51,131.61
325,807.97
325,807.97
: : 88 : :
Rs. in Lakhs
For the year
ended
31st March
2014
323,696.75
291,044.36
- Exports
114,683.10
111,764.05
(881.69)
(792.19)
437,498.16
402,016.22
127.00
489.94
3,998.66
145.32
177.33
Miscellaneous Income
183.68
251.94
0.88
2.87
4,455.54
922.08
383.40
296.38
3,633.07
4,754.30
482.37
106.80
4,498.84
5,157.48
Government Grants
Total
2.18 Cost of Material Consumed
Opening Stock of RM
Add: Purchases
Add: Carriage Inward
Less: Closing Stock
Total
288.60
383.40
4,210.24
4,774.08
3,618.44
3,912.21
101.97
189.91
54.53
72.94
3,774.94
4,175.06
3,726.39
3,618.44
19.25
101.97
Opening Stock
Stock-in-Trade
Finished Goods
Work-in-Progress
b)
Closing Stock
Stock-in-Trade
Finished Goods
Work-in-Progress
(Increase) / Decrease ( a - b )
: : 89 : :
60.01
54.53
3,805.65
3,774.94
(30.71)
400.12
Rs. in Lakhs
For the year
ended
31st March
2014
: : 90 : :
Tangible Assets
: : 91 : :
Office Equipments
Testing Equipments
Miscellaneous Equipments
Intangible Assets
ERP / Softwares
Total (A+B)
B)
Vehicles
Electrical Equipments
Installations
44,072.11
391.45
354.15
354.15
354.15
43,680.66
43,680.66
326.18
19.04
2.40
6.53
Additions
569.39
569.39
569.39
569.39
Deletions
GROSS BLOCK
3.52
476.47
111.82
0.10
392.32
648.04
40,784.24
1,182.99
81.16
As on
01.04.2013
Buildings
Land
A)
PARTICULARS
79.98
260.16
2.89
22,691.66
130.86
802.65
3.52
43,465.42
43,856.87
391.45
23,058.49
366.83
22,691.66
0.10
0.10
43,465.42
307.44
394.72
20,983.37
40,214.85
467.05
590.67
1,182.99
654.57
As on
01.04.2013
81.16
As on
31.03.2014
1,750.20
24.62
1,725.58
3.48
1,729.06
0.17
41.88
9.86
20.61
26.93
1,590.10
39.51
For the
Year
500.15
500.15
500.15
500.15
On Deletions
DEPRECIATION
24,312.02
391.45
23,920.57
23,920.57
3.06
302.04
89.84
0.10
328.05
493.98
22,073.32
630.18
As on
31.03.2014
19,544.85
19,544.85
19,544.85
0.46
500.61
41.02
66.67
160.59
18,141.53
552.81
81.16
As on
31.03.2014
21,018.58
24.62
20,993.96
20,993.96
0.63
216.31
31.84
89.83
181.00
19,800.87
592.31
81.16
As on
31.03.2013
NET BLOCK
Rs. in Lakhs
i.
The Financial Statements of subsidiaries used in the consolidation are drawn up to the same
reporting date as that of the Holding Company i.e., March 31, 2014 except for Hestia Holdings
Ltd which ends on December 31, 2013.
ii.
The list of Subsidiary Companies which are included in the consolidation and the parent
companys holding therein are as under:
Name of the Subsidiary
Country of
% of
Incorporation
Holding
Subsidiary of
Mauritius
100%
Hong Kong
100%
Singapore
100%
UAE, Dubai
100%
Cayman Islands
100%
UAE, Dubai
100%
Mauritius
100%
Singapore
100%
The following are the related parties as defined in Accounting Standard 18 notified under the
Companies (Accounting Standard) Rules, 2006
1. Subsidiaries
Name of the Subsidiary
Country of
Incorporation
% of Holding
as at
31.03.2014
Singapore
100
UAE, Dubai
100
Hong Kong
100
Cayman Island
100
Mauritius
100
Mauritius
100
UAE, Dubai
100
Singapore
100
2.
Key Managerial Personnel
Mr. Y. S. Chowdary
Chairman
Managing Director
: : 92 : :
3.
Sri Y S
Sri G S Sri S Hanumantha
Chowdary Raju
Rao
N.A.
Foster Infin and Trading Private Limited
N.A.
Sujana Energy Limited
N.A.
N.A.
Sujana Finance and Trading Private Limited
N.A.
N.A.
N.A.
Sujana Pumps & Motors Pvt. Ltd
N.A.
N.A.
N.A.
Name of the Company
Sales
Sujana Metal Products Ltd
Sujana Towers Limited
Sub-total
Purchases
Sujana Metal Products Ltd
Sujana Towers Limited
Sub-total
Other Income
Sujana Towers Limited
Sub-total
Other Expenses
Sujana Metal Products Ltd
Sub-total
Remuneration
Mr. G. Srinivasa Raju
Sub-total
Corporate Guarantees given (USD in lakhs)
Nuance Holdings Ltd
Pac Ventures Pte. Ltd
Hestia Holdings Ltd
Selene Holdings Ltd (Step Down Subsidiary)
G Standby Letter of Credit (SBLC) (USD in lakhs)
Pac Ventures Pte. Ltd
: : 93 : :
Rs. in Lakhs
Key Management Personnel
2013-14
2012-13
10,644.42
42.41
10,686.84
3,964.94
396.44
4,361.38
1.08
1.08
9.00
9.00
48.00
48.00
$ 100.00
$ 111.70
$ 25.00
20,844.70
410.01
21,254.71
1,704.72
806.64
2,511.36
1.08
1.08
9.00
9.00
15.54
15.54
$ 100.00
$ 150.00
$ 130.00
(i)
(ii)
(iii)
(iv)
(v)
Leave Encashment
2013-14
2012-13
2013-14
2012-13
Loss
Service cost for the year
13.02
13.60
(0.79)
0.97
Interest cost
9.04
8.80
2.35
2.39
Expected return on plan assets
(0.89)
(0.98)
Actuarial (gain) / loss
(6.89)
(14.42)
8.58
0.07
Past service cost
Net Cost
14.28
7.00
10.14
3.43
Assumptions
: : 94 : :
The discount rate is based on the prevailing market yield on Government Bonds as at the balance
sheet date for the estimated terms of obligations
2.
a)
In the case of Gratuity, the expected rate of return was assumed to be 9% per annum since the
fund has earned interest at this rate as per the certificate issued by Life Insurance Corporation
of India Ltd (LIC)
b)
In the case of Leave Encashment, the expected rate of return assumed to be 0% since there is
no fund except provision.
3.
Salary increase rate of 6% per annum has been assumed keeping in view of the inflation rate on long
term basis.
The Company has identified three reportable segments viz. LEC Division, Appliance Division, Steel
Division. Segments have been identified and reported taking into account the nature of products and
services, the differing risks and returns and the internal business reporting systems. The accounting
policies adopted for segment reporting are in line with the accounting policy of the Company with
following additional policies for segment reporting.
a.
Revenue and expenses have been identified to a segment on the basis of relationship to operating
activities of the segment. Revenue and expenses which relate to enterprise as a whole and are
not allocable to a segment on reasonable basis have been disclosed as Un-allocable.
b.
Segment assets and liabilities represent net assets and liabilities in respective segments.
Investments, tax related assets and other assets and liabilities that cannot be allocated to a
segment on reasonable basis have been disclosed as Un-allocable.
i.
Revenue
a) External
35.71
54.97 171.36 4,37,407.48 4,01,844.86
- 4,37,498.16 4,02,016.22
b) Internal
c) Total
35.71
- 54.97 171.36 4,37,407.48 4,01,844.86
- 4,37,498.16 4,02,016.22
Results
Segment Result Before Tax (547.02) (1,061.93) (211.50) (516.06)
(861.89)
3,426.84
(1,620.41)
1,848.85
Less: Taxes
292.70
327.61
Profit After Taxes
(547.02) (1,061.93) (211.50) (516.06)
(861.89)
3,426.84
(1,327.71)
1,521.24
Assets
a) Segment Assets
3,337.51 3,977.75 957.18 1,152.74 4,50,116.01
3,99,617.17
- 4,53,932.73 4,04,747.66
b) Un-allocable Assets
478.97
478.91
c) Total
3,337.51 3,977.75 957.18 1,152.74 4,50,116.01 3,99,617.17
- 4,54,411.70 4,05,226.57
Liabilities
a) Segment Liabilities
60.35
12.15 131.92 126.50 3,71,467.67
3,21,647.15
- 3,71,659.94 3,21,785.80
b) Un-allocable Liabilities
3,118.83
3,429.75
c) Total
60.35
12.15 131.92 126.50 3,71,467.67 3,21,647.15
- 3,74,778.77 3,25,215.55
Others
a) Depreciation
565.74 1,066.82 137.31 397.83
1,047.15
1,551.68
1,750.20
3,016.33
b) Capital Expenditure
c) Non-Cash Expenses other
Than Depreciation
: : 95 : :
Revenue from geographical segment is based on location of its customers and total carrying
amount of assets. The total cost incurred during the year to acquire fixed assets is based on
geographical locations of the assets.
31.03.2014
3,22,815.06
1,14,683.10
4,37,498.16
351.75
2.40
354.15
1,96,829.35
2,57,582.34
4,54,411.70
Rs. in Lakhs
31.03.2013
2,90,252.17
1,11,764.05
4,02,016.22
5,935.50
19.46
5,954.96
1,80,728.49
2,24,498.08
4,05,226.57
Rs. in lakhs
2013-14
(1,327.71)
24.36
3.95
(1,356.02)
16,88,41,072
16,88,41,072
Rs. 10.00
(Rs. 0.80)
(Rs. 0.80)
2012-13
1,521.24
24.36
3.95
1,492.93
16,88,41,072
16,88,41,072
Rs. 10.00
Rs. 0.88
Rs. 0.88
2013-14
Bank Guarantees
a)
Bank of Baroda: Guarantee executed in favour of Commissioner Central Excise
b) Corporate Guarantee provided by the Company to Mauritius Commercial
Bank, Mauritius, on behalf of Hestia Holdings Ltd, Mauritius, wholly owned
subsidiary to SUIL. The Company has received the legal notice u/s 433 of the
Companies Act 1956 and the Company has given reply to the legal notice.
c)
Corporate Guarantee provided by the Company to Standard Bank (Mauritius)
Limited on behalf of Selene Holdings Ltd, Mauritius, step down subsidiary
to SUIL. The Company has received the notice from Honble High Court of
Andhra Pradesh u/s 433 of the Companies Act, 1956 and the Company has
filed the counter against the said notice.
: : 96 : :
2012-13
US $ 23.00
Millions
US $ 23.00
Millions
d)
2.
3.
a)
Indian Overseas Bank: SBLC issued in favour of Apies Ventures Pte. Ltd
US $ 12.20 Millions US $ 13.50Millions
US $ 10.03
US $ 8.73
b) Indian Overseas Bank: SBLC issued in favour of United Industrial Group
(Asia) Ltd
Millions
Millions
c) Oriental Bank of Commerce: SBLC issued in favour of Pan Arabian
US $ 9.00
US $ 9.00
International FZE. However the said SBLC stands discharged in month of
Millions
Millions
May 2014.
US $ 13.00
d)
Exim Bank of India: SBLC issued in favour of Exim Bank of India, London
Branch, on behalf of Pac ventures Pte. Ltd, Singapore, wholly owned
Millions
subsidiary to SUIL
Claims against the Company not acknowledged as debt
a)
Sales Tax
Rs. 70064.41 lakhs Rs. 59240.51 lacs
b)
Customs & Central Excise
Rs. 721.75 lakhs
Rs. 769.5 lakhs
c)
Income Tax
Rs. 3585.56 lakhs Rs. 2075.75 lakhs
d)
Workmen Compensation
Rs.4.65 lakhs
Rs.4.65 lakhs
e)
Bill Discounting Facility availed from SICOM to a tune of Rs. 20 crores has
Nil
Nil
been settled and discharged fully and the case filed by SICOM is yet to be
withdrawn
2.30 Previous years figures have been regrouped and reclassified wherever necessary to conform to
current periods classification and comparison.
2.31 Figures have been rounded off to nearest rupee.
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014
S Hanumantha Rao
Director
B Manoharan
Chief Financial Officer
M Naresh Kumar
Company Secretary
Place: Hyderabad
Date: 30th May 2014
: : 97 : :
: : 98 : :
31.03.2014
31.03.2014
31.03.2014
31.03.2014
31.12.2013
31.12.2013
31.03.2014
31.03.2014
12.12.2006
04.02.2007
18.07.2008
11.12.2006
27.12.2010
09.11.2012
15.02.2011
09.11.2012
63.84
127.56
395.85
9.71
(661.46)
(663.59)
8.33
40.59
Profit/
(Loss)
Before
Taxation
10.47
5.68
2.06
Provision
for
Tax
53.37
121.88
395.85
9.71
(661.46)
(663.59)
8.33
38.53
Profit/
(Loss)
After
Taxation
Proposed
Dividend
Statement pursuant general exemption availed under Section 212(8) of the Companies Act, 1956 relating
Circular dt.08.02.2011)
Sl.
Name of the Company
Capital
Reserves
Total
Total
Details of
Turnover
No.
Assets
Liabilities
Investment
(Except in case
of
Investment in
subsidiary)
1 Nuance Holdings Ltd
38.50
178.73 44,190.62 43,973.39
16,151.89
2 Pac Ventures Pte. Ltd
1,223.18
541.26 38,272.80 36,508.36
39,909.43
3 Sun Trading Ltd
765.76 2,930.72 40,538.55 36,842.07
31,507.96
4 Sujana Holdings Ltd
16,409.66
21.88 16,442.84
11.30
5 Hestia Holdings Ltd
0.06 (705.38) 12,945.46 13,650.78
6 Selene Holdings Ltd @
1,201.25
(721.78) 17,437.58 16,958.11
7 Empire Gulfe FZE @
169.24 10,982.28 103,974.29 92,822.77
38.53
8,265.68 8,106.57
7,755.86
8 Sun Global Trading Pte. Ltd @
120.58
Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary companies
Sl.
Name of the Subsidiary Company
Financial year of the
Date on Number of shares Extent of
No.
subsidiary company
which
held at the end
interest
ended on
they
of the financial
of holding
became
year of the
company
subsidiary
Subsidiary
at the end
company
company
of the
financial
year of
the subsidiary
company
ATTENDANCE SLIP
(Please complete this attendance slip and hand it over at the entrance of the Hall)
I, hereby record my presence at the 25th Annual General Meeting of the Company to be held on Tuesday,
the 30th day of September, 2014 at Kohinoor, Taj Deccan, Road No.1, Banjara Hills, Hyderabad-500034,
Telangana at 10:00 a.m.
Folio No./DP ID-Client ID:.................................................................................................................................
Full Name of the Shareholder in Block Letters:..................................................................................................
No. of Shares held:...........................................................................................................................................
Name of Proxy (if any) in Block Letters:..............................................................................................................
*Strike out whichever is not applicable
PROXY FORM
Name of the Member(s):
E-Mail Id:
Registered Address:
Folio No./Client Id:
DP Id:
I/We, being the Member(s) of .. shares of the above named Company, hereby appoint
Name:
Address:
E-mail Id
Signature:
or failing him;
Name:
Address:
E-mail Id
Signature:
or failing him;
Name:
Address:
E-mail Id
Signature:
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 25th Annual General Meeting of the Company,
to be held on the Tuesday, the 30th day of September, 2014 at 10:00 a.m. at Kohinoor, Taj Deccan, Road No.1, Banjara Hills,
Hyderabad-500034, Telangana and at any adjournment thereof in respect of such resolutions as are indicated below:
: : 99 : :
Resolution No.
Resolutions
Optional*
Ordinary Business
1
Adoption of Financial Statements for the year ended 31st March, 2014.
For Against
Re-appointment of M/s. T. Raghavendra & Associates, Chartered Accountants, as Statutory Auditors of the
Company.
Special Business
4
Special Resolution under Section 180(1)(c) of the Companies Act, 2013 for borrowing money upto Rs.2500 Crores
over and above the aggregate of the paid up share capital and free reserves of the Company.
Special Resolution under Section 180(1)(a) of the Companies Act, 2013 to mortgage and/or charge any of movable
and / or immovable properties of the Company.
Adoption of new set of Articles of Association of the Company pursuant to Section 14 of the Companies Act, 2013.
10
Affix
Revenue
Stamp of
Rs.1/-
Notes:
1.
This form o proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48
hours before the commencement of the Meeting.
2.
For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 25th Annual General Meeting.
3.
It is optional to put a P in the appropriate column against the Resolutions indicated in the Box. If you leave the For or Against column blank
against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
4.
Please complete all details including details of member(s) in above box before submission.
: : 100 : :