SUIL-Annual Report (140209)11am.p65 - Sujana Group
SUIL-Annual Report (140209)11am.p65 - Sujana Group
SUIL-Annual Report (140209)11am.p65 - Sujana Group
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BOARD OF DIRECTORS<br />
CHAIRMAN : SHRI Y.S. CHOWDARY<br />
MANAGING DIRECTOR : SHRI G.SRINIVASA RAJU<br />
WHOLE TIME DIRECTOR : SHRI V.S.R. MURTHY<br />
DIRECTORS : DR. K. SRINIVASA RAO*<br />
SHRI J. RAMAKRISHNAN*<br />
SHRI S. HANUMANTHA RAO<br />
SHRI B.RAMACHANDRA RAO*<br />
SHRI S.RAMACHANDRAN*<br />
SHRI V.UDHAYASANKAR*<br />
*Independent, Non-Executive Directors<br />
MANAGEMENT COMMITTEE : SHRI Y.S.CHOWDARY<br />
SHRI G.SRINIVASA RAJU<br />
SHRI J.RAMAKRISHNAN<br />
AUDIT COMMITTEE : DR. K.SRINIVASA RAO<br />
SHRI S. HANUMANTHA RAO<br />
SHRI J. RAMAKRISHNAN<br />
SHRI B.RAMACHANDRA RAO<br />
SHARE TRANSFER COMMITTEE : SHRI Y.S.CHOWDARY<br />
SHRI G.SRINIVASA RAJU<br />
SHRI J.RAMAKRISHNAN<br />
SHAREHOLDERS' GRIEVANCE : SHRI Y.S.CHOWDARY<br />
COMMITTEE<br />
SHRI G.SRINIVASA RAJU<br />
SHRI J.RAMAKRISHNAN<br />
REMUNERATION COMMITTEE : SHRI S. HANUMANTHA RAO<br />
DR.K.SRINIVASA RAO<br />
SHRI J.RAMAKRISHNAN<br />
COMPANY SECRETARY : SHRI P. APSER HUSSEN<br />
AUDITORS : M/s. T.RAGHAVENDRA & ASSOCIATES<br />
CHARTERED ACCOUNTANTS<br />
NO.22, KRISHNA APARTMENTS<br />
5TH FLOOR, TILAK ROAD, ABIDS<br />
HYDERABAD - 500 001<br />
BANKERS : BANK OF BARODA<br />
BANK OF INDIA<br />
IDBI BANK LIMITED<br />
FINANCIAL INSTITUTIONS : IDBI BANK LIMITED<br />
IFCI LIMITED<br />
: : 1 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
REGISTERED OFFICE : PLOT NOs.10,11 & 12, IDA BOLLARAM,<br />
JINNARAM MANDAL, MEDAK DIST, A.P.<br />
PLACE OF KEEPING THE BOOKS OF : NO.18, NAGARJUNA HILLS<br />
ACCOUTNS U/S. 209 OF THE PUNJAGUTTA, HYDERABAD - 500 082.<br />
COMPANIES ACT, 1956.<br />
WORKS<br />
- LEC DIVISION : PLOT NOs.10,11 & 12,<br />
SURVEY NO.172,<br />
IDA, BOLLARAM VILLAGE,<br />
JINNARAM MANDAL, MEDAK DIST, A.P.<br />
- DOMESTIC APPLIANCES : PLOT NO.1B, SURVEY NO. 308,<br />
DIVISION<br />
SRI VENKATESWARA CO-OPERATIVE<br />
INDUSTRIAL ESTATE, JEEDIMETLA,<br />
HYDERABAD-500 055.<br />
- STEEL PRODUCTS DIVISION : PLOT NO.128/A,<br />
I.D.A. BOLLARAM<br />
JINNARAM MANDAL,<br />
MEDAK DIST, A.P.<br />
- INFRASTRUCTURE DIVISION : NO.18, NAGARJUNA HILLS,<br />
PANJAGUTTA, HYDERABAD - 500 082.<br />
LISTING : EQUITY<br />
BOMBAY STOCK EXCHANGE LIMITED,<br />
PHIROZE JEEJEEBHOY TOWERS,<br />
DALAL STREET, MUMBAI - 400 001.<br />
: : 2 : :<br />
NATIONAL STOCK EXCHANGE OF INDIA LIMITED<br />
5TH FLOOR, EXCHANGE PLAZA,<br />
BANDRA (E), MUMBAI 400 051.<br />
GLOBAL DEPOSITORY RECEIPTS (GDRs)<br />
LUXEMBOURG STOCK EXCHANGE,<br />
SOCIETE DE LA BOURSE DE LUXEMBOURG,<br />
SOCIETE ANONYME, RC LUXEMBOURG<br />
B 6222.<br />
REGISTRARS & SHARE TRANSFER : M/S. BIGSHARE SERVICES PRIVATE LTD.<br />
AGENTS<br />
G-10, LEFT WING, AMRUTHA VILLE,<br />
OPP.YASHODA HOSPITAL,<br />
RAJ BHAVAN ROAD, SOMAJIGUDA,<br />
HYDERABAD -500 082.
NOTICE<br />
NOTICE is hereby given that the<br />
Twentieth <strong>Annual</strong> General Meeting of the<br />
Members of the Company will be held on<br />
Friday, the 27th day of February, 2009<br />
at Plot Nos.10, 11 & 12, Survey No.172,<br />
Bollaram Village, Jinnaram Mandal,<br />
Medak District, Andhra Pradesh at 10.00<br />
A.M. to transact the following business:<br />
ORDINARY BUSINESS<br />
1 To receive, consider and adopt the<br />
audited balance sheet of the Company<br />
as at 30th September, 2008 and the profit<br />
and loss account for the period ended<br />
30th September, 2008 and the <strong>Report</strong>s<br />
of the Directors and Auditors thereon.<br />
2. To appoint a Director in place of Shri<br />
J.Ramakrishnan, who retires by rotation<br />
and being eligible, offers himself for reappointment.<br />
3. To appoint a Director in place of Shri<br />
B.Ramachandra Rao, who retires by<br />
rotation and being eligible, offers himself<br />
for re-appointment.<br />
4. To appoint Auditors of the Company to<br />
hold office from the conclusion of this<br />
<strong>Annual</strong> General Meeting until the<br />
conclusion of the next <strong>Annual</strong> General<br />
Meeting of the Company and to fix their<br />
remuneration. The retiring Auditors<br />
M/s. T. Raghavendra & Associates are<br />
eligible for re-appointment.<br />
SPECIAL BUSINESS<br />
5. To consider and if though fit, to pass<br />
with or without modifications, the<br />
following resolution as Special<br />
Resolution :<br />
“RESOLVED that pursuant to the<br />
provisions of Section 198, 269, 309,<br />
Schedule XIII and other applicable<br />
provisions, if any, of the Companies Act,<br />
1956 and subject to the approval of the<br />
Central Government, if necessary, Shri<br />
Y.S.Chowdary, Chairman’s remuneration<br />
be fixed as Rs.1,20,00,000/- (Rupees<br />
: : 3 : :<br />
One Crore Twenty Lakhs only) per annum<br />
including perks with effect from<br />
01.4.2008.”<br />
“RESOLVED FURTHER that Shri<br />
G.Srinivasa Raju, Managing Director and<br />
Shri P.Apser Hussen, Company Secretary<br />
of the Company be and are hereby<br />
severally authorized to file necessary<br />
forms with Registrar of Companies, to<br />
complete all the formalities and<br />
compliances and to do all such acts,<br />
deeds and things as may be necessary in<br />
this regard.”<br />
6. To consider and if though fit, to pass<br />
with or without modifications, the<br />
following resolution as Special<br />
Resolution :<br />
“RESOLVED that pursuant to the<br />
provisions of Sections 198, 269, 309,<br />
Schedule XIII and other applicable<br />
provisions, if any, of the Companies Act,<br />
1956 and subject to the approval of the<br />
Central Government, if necessary, Shri<br />
V.S.R Murthy, Director of the Company<br />
be and is hereby appointed as Whole Time<br />
Director of the Company for a period of<br />
one year w.e.f. 29.01.2009.”<br />
“RESOLVED FURTHER that Shri V.S.R<br />
Murthy, be and is hereby entitled for the<br />
remuneration of Rs.12,00,000/- per<br />
annum payable on a monthly basis as<br />
follows with effect from the date of his<br />
appointment ie., 29 th January, 2009.<br />
Basic : Rs. 60,000/-<br />
H.R.A : Rs. 20,000/-<br />
Conveyance : Rs. 800/-<br />
Medical : Rs. 1,000/-<br />
Reimbursement<br />
Telephone : Rs. 2,500/-<br />
Reimbursement<br />
L.T.C : Rs. 6,000/-<br />
Special Allowance : Rs.6420/-<br />
Meals Vouchers : Rs. 2,500/-<br />
Employees<br />
Contribution to PF : Rs. 780/-<br />
Total : Rs 1,00,000/-
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
“RESOLVED FURTHER that Shri<br />
G.Srinivasa Raju, Managing Director and<br />
Shri P.Apser Hussen Company Secretary<br />
of the Company be and are hereby<br />
severally authorized to file necessary<br />
forms with Registrar of Companies, to<br />
complete all the formalities and<br />
compliances and to do all such acts,<br />
deeds and things as may be necessary in<br />
this regard.”<br />
BY ORDER OF THE BOARD<br />
PLACE: HYDERABAD Y.S. CHOWDARY<br />
DATE : 29.01.2009 CHAIRMAN<br />
NOTES:<br />
1. A MEMBER ENTITLED TO ATTEND AND<br />
VOTE AT THE MEETING IS ENTITLED TO<br />
APPOINT A PROXY TO ATTEND AND VOTE<br />
INSTEAD OF HIMSELF AND SUCH PROXY<br />
NEED NOT BE A MEMBER OF THE<br />
COMPANY. PROXIES DULY STAMPED AND<br />
SIGNED MUST BE DEPOSITED AT THE<br />
COMPANY'S REGISTERED OFFICE NOT<br />
LESS THAN 48 HOURS BEFORE THE TIME<br />
FOR HOLDING THE MEETING.<br />
2. Members/Proxies are requested to bring<br />
along with them <strong>Annual</strong> <strong>Report</strong>s being<br />
sent to them.<br />
3. The Share transfer books and Register of<br />
Members of the Company will remain<br />
closed on 26th February, 2009 (One day<br />
only).<br />
4. The Register of Directors' Shareholding<br />
maintained under Section 307 of the<br />
Companies Act, 1956, will be available<br />
for inspection at the venue of the <strong>Annual</strong><br />
General Meeting of the Company during<br />
the <strong>Annual</strong> General Meeting. The Register<br />
of Directors' Shareholding is also available<br />
for inspection of the Members at the<br />
registered office of the Company,<br />
fourteen days before and three days after,<br />
the date of the <strong>Annual</strong> General Meeting<br />
of the Company.<br />
5. The registration of share transfers and<br />
other related correspondence will be dealt<br />
with by the Company at M/s. Bigshare<br />
Services Private Limited of Mumbai,<br />
having its branch office at G-10, Left<br />
Wing, Amruta Ville, Opp: Yashoda<br />
Hospital, Raj Bhavan Road, Somajiguda,<br />
Hyderabad - 500 082.<br />
6. Explanatory Statement pursuant to the<br />
provisions of Section 173(2) of the<br />
Companies Act, 1956 is enclosed.<br />
EXPLANATORY STATEMENT PURSUANT<br />
TO THE PROVISIONS OF SECTION 173(2)<br />
OF THE COMPANIES ACT, 1956:<br />
5. Shri Y.S.Chowdary has been on the Board<br />
of Directors of the Company since<br />
22.08.1986 and elected as Chairman in<br />
the meeting of the Board of Directors of<br />
the Company held on 30.08.1994. Shri<br />
Y.S.Chowdary is a Promoter-Director of<br />
<strong>Sujana</strong> <strong>Group</strong>. He holds Bachelor Degree<br />
in Mechanical Engineering from Chaitanya<br />
Bharathi Institute of Technology,<br />
Hyderabad. Further he holds a Master<br />
Degree in Engineering with specialization<br />
in Machine Tools from P.S.G. College of<br />
Technology, Coimbatore. He played an<br />
important and key role in establishing the<br />
<strong>Sujana</strong> <strong>Group</strong> of Companies. He has been<br />
a constant driving force for fostering<br />
higher growth amongst all the <strong>Group</strong><br />
Companies. Shri Y.S. Chowdary has in<br />
depth knowledge and a deep insight into<br />
the domestic and global steel products<br />
industry.<br />
Keeping in view the services being<br />
rendered by Shri Y.S.Chowdary for the<br />
Company, it has been proposed to fix the<br />
remuneration to him as mentioned in the<br />
resolution for a period of five years with<br />
effect from 1 st April, 2008.<br />
In accordance with the provisions of<br />
Sections 198, 269 and 309 of and<br />
Schedule XIII of the Companies Act,<br />
1956, approval of shareholders is<br />
required to fix the remuneration<br />
w.e.f.01.04.2008 till the expiry of his<br />
tenure of office on 31.03.2013.<br />
: : 4 : :
Therefore, your Directors recommend the<br />
resolution for your approval.<br />
None of the Directors of the Company<br />
except Shri Y.S.Chowdary is concerned<br />
or interested in the aforesaid resolution.<br />
6. Shri V.S.R.Murthy has been appointed as<br />
Whole Time Director of the Company<br />
subject to the approval of members of<br />
the Company in the forthcoming annual<br />
general meeting for a period of one year<br />
with effect from 29.01.2009.<br />
- Brief profile of Shri B.Ramachandra<br />
Rao, Director, who retires by rotation<br />
and is eligible for re-election.<br />
Shri B.Ramachandra Rao has been on the<br />
Board of Directors since 30th January,<br />
2006.<br />
Shri B.Ramachandra Rao has done M.A<br />
(Public Administration) and he had<br />
banking experience of 35 years at various<br />
senior levels.<br />
Shri V.S.R.Murthy is highly experienced<br />
professional banker with over 34 years<br />
of distinguished service and experience<br />
in one of the top Public Sector Banks in<br />
India.<br />
In accordance with the provisions of<br />
Sections 198, 269 and 309 of and<br />
Schedule XIII of the Companies Act,<br />
1956, approval of shareholders is<br />
required to appoint Shri V.S.R.Murthy as<br />
Whole Time Director of the Company and<br />
to fix the remuneration as mentioned in<br />
the resolution w.e.f. 29.01.2009.<br />
Therefore, your Directors recommend the<br />
resolution for your approval.<br />
None of the Directors of the Company<br />
except Shri V.S.R.Murthy is concerned or<br />
interested in the aforesaid resolution.<br />
Additional Information<br />
- Brief profile of Shri J.Ramakrishnan,<br />
Director, who retires by rotation and<br />
is eligible for re-election.<br />
Shri J.Ramakrishnan has been on the<br />
Board of Directors since 25th July, 1995.<br />
Shri J.Ramakrishnan, retired as Principal<br />
Collector, Central Excise and Customs<br />
Department. He is having over 30 years<br />
of experience in Central Excise and<br />
Customs Department.<br />
Shri J.Ramakrishnan, presently holding<br />
the position of Director in <strong>Sujana</strong> Metal<br />
Products Limited.<br />
: : 5 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
DIRECTORS' REPORT<br />
To<br />
The Members of <strong>Sujana</strong> Universal Industries<br />
Limited,<br />
Your Directors hereby present Twentieth<br />
<strong>Annual</strong> <strong>Report</strong> together with the Audited<br />
Accounts for the financial year ended 30th<br />
September, 2008 comprising Fifteen (15)<br />
months from 01.07.2007 to 30.09.2008.<br />
1. Company's Performance:<br />
Your Directors hereby report that the<br />
Company has achieved a turnover of<br />
Rs.117283.92 lakhs upto 30.09.2008,<br />
consisting of fifteen (15) months, as<br />
against the turnover of Rs.90907.92 lakhs<br />
for the previous year ended 30.06.2007<br />
consisting of twelve (12) months.<br />
The highlights of the financial results are<br />
as follows:<br />
(Rupees in Lakhs)<br />
Particulars 2007-2008 2006-2007<br />
(15 Months) (12 Months)<br />
Profit before Depreciation & 9796.92 7874.91<br />
Interest<br />
Interest 3545.60 2385.16<br />
Depreciation 2796.19 2106.15<br />
Profit before tax 3455.13 3383.60<br />
Provision for tax<br />
- Current tax 345.00 747.90<br />
- Deferred tax 223.75 379.76<br />
- Fringe Benefit tax 9.81 5.51<br />
- Provision for dividend tax 5.18 4.14<br />
Profit after tax 2871.39 2246.28<br />
Prior year adjustments -574.05 (66.13)<br />
Profit after tax & prior year 2297.34 2180.16<br />
adjustments<br />
Balance of profit brought 12272.15 10116.35<br />
forward from earlier years<br />
Profit available for appropriation 14569.49 12296.51<br />
Appropriations:<br />
Proposed Dividend:<br />
- Equity -- --<br />
- Preference 30.45 24.36<br />
Balance of Profit 14539.04 12272.16<br />
2. Operations:<br />
Light Engineering Components (LEC)<br />
Division:<br />
The total turnover of the Division for the<br />
15 months period ended 30.09.2008 is<br />
Rs.4869 lakhs, which mainly includes the<br />
turnover of Bearings, Bearing<br />
components and other products.<br />
Appliances Division<br />
The total turnover of the Division for the<br />
15 months period ended 30.09.2008 is<br />
Rs.3486 lakhs, which mainly includes the<br />
turnover of all varities of fans and fan<br />
Components and other products.<br />
Steel Products Division<br />
The total turnover of the Division for the<br />
15 months period ended 30.09.2008 is<br />
Rs.109745 lakhs, which mainly includes<br />
the turnover of Casting Division,<br />
Processing Division and Trading of Steel<br />
products. During the period the export<br />
turnover of various products is 12555.47<br />
lakhs.<br />
Infrastructure Division<br />
The Company has plans to undertake<br />
construction and developmental activities<br />
like integrated residential townships,<br />
commercial buildings and specialized<br />
design and construction of integrated<br />
medical college and super specialty<br />
hospital etc.,<br />
3. Subsidiary Companies:<br />
Your Company formed the following<br />
wholly owned subsidiaries:<br />
a. M/s. PAC Ventures Pte Limited, in<br />
Singapore on 11th December,<br />
2006 for carrying on the business<br />
of general wholesale trade<br />
including general importers and<br />
exporters.<br />
The audited financial statements<br />
upto 31.05.2008 are annexed<br />
from page no. 54 to Page no. 57<br />
and forming part of this annual<br />
report.<br />
: : 6 : :
. M/s.Nuance Holdings Limited in<br />
Hong Kong on 27th August, 2007<br />
for carrying on the business of<br />
investments and trading.<br />
The audited financial statements<br />
upto 30.06.2008 are annexed from<br />
page no. 58 to page no. 63 and<br />
forming part of this annual report.<br />
c. M/s <strong>Sujana</strong> Holdings Limited, in<br />
Dubai on 4th February, 2007 for<br />
carrying on the business of<br />
investments and trading.<br />
The audit of the financial statements<br />
is yet to be completed. Therefore<br />
financial statements could not be<br />
attached as per Sec.212 of the<br />
Companeis Act, 1956.<br />
d. M/s. Sun Trading Limited in Cayman<br />
Islands on 18th July, 2008 for<br />
carrying on the business of general<br />
wholesale trade.<br />
The first financial year is yet to be<br />
completed. The preparation and<br />
audit of the financial statement is<br />
not compulsory as per the Company<br />
Law of Cayman Islands. Therefore<br />
the audited financial statements<br />
could not be annexed as per Sec.<br />
212 of the Companies Act, 1956.<br />
However, statements pursuant to<br />
Sec.212 of the Companeis Act, 1956<br />
on the subsidiary companeis as on<br />
30.09.2008 are attached from page<br />
no. 64 to page no. 67.<br />
The Consolidated Financial Statements<br />
(consisting of the annual audited<br />
accounts of your Company for the year<br />
ended 30th September 2008 and<br />
unaudited financial statements of the<br />
subsidiary companies upto 30th<br />
September 2008) have been annexed to<br />
the <strong>Annual</strong> <strong>Report</strong>.<br />
4. Industrial Relations:<br />
Your Board of Directors are happy to<br />
report that the Industrial Relations have<br />
been extremely cordial at all levels<br />
throughout the year.<br />
: : 7 : :<br />
5. Directors:<br />
Shri J.Ramakrishnan and Shri<br />
B.Ramachandra Rao, Directors of the<br />
Company, are liable to retire by rotation<br />
in the forthcoming <strong>Annual</strong> General<br />
Meeting of the Members of the Company<br />
and being eligible offers themselves for<br />
reappointment.<br />
Shri. V.Udhayasankar was appointed as<br />
Nominee Director from IFCI Limited with<br />
effect from 28th April, 2008 on the Board<br />
of the Company in place of Shri<br />
Narayandas Auddy.<br />
Shri. S.Ramachandran was appointed as<br />
Nominee Director from IDBI Limited with<br />
effect from 10th December, 2008 on the<br />
Board of the Company in place of Shri<br />
B.P.Mandal.<br />
Shri V.S.R. Murthy was appointed as<br />
Whole Time Director of the Company for<br />
a period of one year w.e.f. 29.01.2009.<br />
6. Directors' Responsibility Statement:<br />
Pursuant to Section 217(2AA) of the<br />
Companies Act, 1956, the Directors,<br />
based on the representations received<br />
from the Operating management, confirm<br />
that<br />
a. in the preparation of the annual<br />
accounts, the applicable accounting<br />
standards have been followed and<br />
that no material departures have<br />
been made from the same;<br />
b. that they have selected such<br />
accounting policies and applied<br />
them consistently and made<br />
judgements and estimates that are<br />
reasonable and prudent so as to give<br />
a true and fair view of the state of<br />
affairs of the Company at the end of<br />
the financial year and of the profit<br />
or loss of the Company for that<br />
period;<br />
c. that they have taken proper and<br />
sufficient care for the maintenance<br />
of adequate accounting records in<br />
accordance with the provisions of
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
the Companies Act, 1956 for<br />
safeguarding the assets of the<br />
Company and for preventing and<br />
detecting fraud and other<br />
irregularities;<br />
d. that they have prepared the annual<br />
accounts on a going concern basis.<br />
7. Promoter <strong>Group</strong> Companies:<br />
Pursuant to an intimation from<br />
promoters, names of promotes and<br />
companies comprising the "<strong>Group</strong>" as<br />
defined in the Monopolies and Restrictive<br />
Trade Practices ("MRTP") Act, 1969, have<br />
been disclosed on page No. 14 in the<br />
<strong>Annual</strong> <strong>Report</strong>.<br />
8. Code of conduct<br />
The Board has laid down a Code of<br />
Conduct for all Board Members and Senior<br />
Management of the Company. The Code<br />
of Conduct has been posted on the<br />
Company's website. Board Members and<br />
Senior Management personnel have<br />
affirmed compliance with the Code for the<br />
financial year 2007-08. A separate<br />
declaration to this effect is made out in<br />
the Corporate Governance <strong>Report</strong>.<br />
9. Auditors:<br />
The Company's Auditors, M/s.<br />
T.Raghavendra & Associates, Chartered<br />
Accountants, Hyderabad will retire at the<br />
ensuing <strong>Annual</strong> General Meeting of the<br />
Company and being eligible offers<br />
themselves for re-appointment.<br />
10. Personnel:<br />
Information in accordance with Section<br />
217(2A) of the Companies Act, 1956 read<br />
with the Companies (Particulars of<br />
Employees) Rules, 1975 is given as<br />
Annexure - 1 to this report.<br />
11. Human Resource Management:<br />
The key resource for your Company is its<br />
employees. Your Company has been able<br />
to create a favourable work environment<br />
that encourages innovation and<br />
meritocracy. The efforts of your Company<br />
in the area of employee management and<br />
HR practices have been proved effective<br />
in Human Resource Management.<br />
12. Issue of Equity Shares through<br />
Global Depository Receipts (GDRs)<br />
Pursuant to the special resolution passed<br />
by the members of the Company through<br />
Postal Ballot on 7th June, 2007, your<br />
Company had successfully made issue<br />
and allotment of 3,00,00,000 equity<br />
shares of Rs.10/- each at a premium of<br />
Rs. 10.50/- per share equivalent to<br />
30,00,000 Global Depository Receipts<br />
representing 10 equity shares of Rs.10/-<br />
each per one GDR, aggregating US$<br />
15.09 Millions.<br />
The Global Depository Receipts have been<br />
listed on the Luxembourg Stock<br />
Exchange. The underlying equity shares<br />
were also listed in BSE and & NSE.<br />
13. Issue of Equity Shares by way of<br />
preferential allotment.<br />
Pursuant to the special resolution passed<br />
by the members of the Company through<br />
Postal Ballot on 7th June, 2007, your<br />
Company had successfully completed the<br />
issue and allotment of 40,00,000 equity<br />
shares of Rs.10/- each at a premium of<br />
Rs.10.50/- per share and 49,00,000<br />
compulsorily convertible warrants of<br />
Rs.10/- each at a premium of Rs.10.50/<br />
- per warrant. The said warrants of<br />
49,00,000 were converted into 49,00,000<br />
equity shares of Rs.10/- each on 28th<br />
September, 2007 and listed in BSE and<br />
NSE.<br />
14. Conversion of 12,00,000, Optionally<br />
Fully Convertible Debentures<br />
(OFCDs) of Rs.100/-<br />
As part of restructuring of loans availed<br />
from IFCI Limited, 12,00,000, Optionally<br />
Fully Convertible Debentures (OFCDs) of<br />
Rs.100/- each, issued on 25th January,<br />
2007 to IFCI Limited, Hyderabad, through<br />
private placement as preferential<br />
allotment as per<br />
: : 8 : :
(a)<br />
(b)<br />
(c)<br />
(d)<br />
the letters issued by 'IFCI Limited,<br />
Hyderabad, vide its letter Nos.(a)<br />
HRO.E.129/206-596, dated<br />
25.04.2006 (b) HRO.E.129/2006/<br />
688 dated 21.07.2006 and (c)<br />
HRO.E.129/2006/809 dated<br />
04.08.2006, sanctioning One Time<br />
Settlement (OTS) of dues in respect<br />
of the loans availed by the Company<br />
from IFCI Limited, Hyderabad<br />
the special resolution passed by the<br />
members of the Company under<br />
Section 81(1A) of the Companies<br />
Act, 1956 at their 18th <strong>Annual</strong><br />
General Meeting held on 28th<br />
December, 2006,<br />
the pricing certificate issued by<br />
Statutory Auditors of the Company<br />
as per SEBI (Disclosure and Investor<br />
Protection) Guidelines, 2000 as<br />
amended from time to time and<br />
the prior in -principle approval given<br />
by the Bombay Stock Exchange<br />
Limited, Mumbai vide their Letter<br />
No.DCS/PREF/PGS/PRE/622/06-07,<br />
dated 15th January, 2007.<br />
The said OFCDs had been converted<br />
into 49,79,253 equity shares of<br />
Rs.10/- each at a premium of<br />
Rs.14.10/- per share on 23rd July,<br />
2008 and forming part of the equity<br />
share capital of the Company and<br />
listed in BSE and NSE.<br />
17. Dividend<br />
The Board of Directors of your Company<br />
has recomended dividend of 1% on<br />
24,36,200 Cumulative Redeemable<br />
Preference Shares of Rs.100/- each to the<br />
holders of Cumulative Redeemable<br />
Preference Shares for the year under<br />
review as per the terms of issue of<br />
Cumulative Redeemable Preference<br />
Shares.<br />
18. Fixed Deposits:<br />
The Company has not accepted any fixed<br />
deposits and the provisions of Section<br />
58A of the Companies Act, 1956 are not<br />
applicable.<br />
19. Conservation of Energy, Research<br />
and Development, Technology<br />
Absorption, Foreign Exchange<br />
Earnings and Outgo:<br />
The details regarding Energy<br />
Conservation, Technology Absorption,<br />
Foreign Exchange Earnings and Outgo as<br />
required by section 217(1)(e) of the<br />
Companies Act, 1956 read with the<br />
Companies (Disclosure of the particulars<br />
in the report of the Board of Directors)<br />
Rules, 1988 are given in Annexure-2 and<br />
forms part of this report.<br />
20. Corporate Governance:<br />
15. Listing of Company's Securities:<br />
Your Company's shares are currently<br />
listed on Bombay Stock Exchange Limited<br />
(BSE) and National Stock Exchange of<br />
India Limited (NSE), Mumbai and the<br />
Global Depository Receipts are currently<br />
listed at the Luxembourg Stock<br />
Exchange.<br />
16. Dematerialization of Shares:<br />
Your Company's shares have been made<br />
available for dematerialization through<br />
the National Securities Depository<br />
Limited (NSDL) and Central Depository<br />
Services (India) Limited (CDSL).<br />
: : 9 : :<br />
A detailed report on Corporate<br />
Governance has been included separately<br />
in the <strong>Annual</strong> <strong>Report</strong>. A report on<br />
Management Discussion and Analysis<br />
prepared and attached to the Directors'<br />
<strong>Report</strong> also forms part of this <strong>Annual</strong><br />
<strong>Report</strong>.<br />
21. Explanations to any qualifications in<br />
Auditors' <strong>Report</strong>:<br />
There are no adverse remarks in the<br />
Auditors' <strong>Report</strong> dated 10th December,<br />
2008. However the status on the disputed<br />
statutory dues is mentioned in Schedule<br />
19 under notes on accounts.
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
22. Acknowledgment:<br />
The Board of Directors of the Company extends their sincere appreciation to the Government,<br />
Bankers, Financial Institutions and others for their kind support. On behalf of the Company,<br />
the Board of Directors thank the employees for their valuable efforts and the shareholders<br />
for their undaunted faith in the Company.<br />
BY ORDER OF THE BOARD<br />
PLACE: HYDERABAD<br />
Y.S.CHOWDARY<br />
DATE : 29.01.2009<br />
CHAIRMAN<br />
ANNEXURE - 1<br />
Information as per Section 217(2A) of the Companies Act, 1956 read with Companies<br />
(Particulars of Employees) Rules 1976 and forming part of the Directors’ <strong>Report</strong> for<br />
the year ended 30 th September, 2008.<br />
Name of the Employee : Shri Y.S.Chowdary<br />
Age : 47 Years<br />
Designation : Executive Chairman<br />
Remuneration Received : Rs.60,00,000/- (Employed for part of the<br />
year from 01.04.2008 to 30.09.2008)<br />
Date of commencement of employment : 1 st April, 2008.<br />
Qualifications : Bachelor Degree in Mechanical Engineering<br />
from Chaitanya Bharathi Institute of Technology,<br />
Hyderabad and Master Degree in Engineering<br />
with specialization in Machine Tools<br />
from P.S.G. College of Technology,<br />
Coimbatore.<br />
Experience : Shri Y.S.Chowdary has been on the Board of<br />
Directors of the Company since 22.08.1986<br />
and elected as Chairman in the meeting of<br />
the Board of Directors of the Company held<br />
on 30.08.1994. Shri Y.S.Chowdary is a Promoter-Director<br />
of <strong>Sujana</strong> <strong>Group</strong>. He played<br />
an important and key role in establishing the<br />
<strong>Sujana</strong> group of companies. He has been a<br />
constant driving force for fostering higher<br />
growth amongst all the group companies.<br />
Shri Y.S. Chowdary has in depth knowledge<br />
and a deep insight into the domestic and global<br />
steel products industry.<br />
Number of equity shares held by him<br />
(along with the persons acting in concert<br />
with him) and % of the same to the total<br />
capital of the Company : 2,22,76,035 (17.99%)<br />
BY ORDER OF THE BOARD<br />
PLACE: HYDERABAD<br />
DATE : 29.01.2009<br />
: : 10 : :<br />
Y.S.CHOWDARY<br />
CHAIRMAN
ANNEXURE - 2<br />
Information as per Section 217(1)(e) of the<br />
Companies Act, 1956 read with the Companies<br />
(Disclosure of particulars in the <strong>Report</strong> of Board<br />
of Directors) Rules, 1988 and forming part of<br />
the Directors' <strong>Report</strong> is given below:<br />
A. CONSERVATION OF ENERGY:<br />
a) Energy conservation Energy saving<br />
measures are being<br />
implemented to<br />
reduce energy cost<br />
per unit of<br />
manufacture.<br />
b) Additional investment<br />
and proposals, if any,<br />
being implemented<br />
for reduction of<br />
consumption of energy.<br />
c) Impact of the measures<br />
at (a) and (b) above for<br />
reduction of energy and<br />
consequent impact on<br />
cost of production.<br />
d) Total energy<br />
consumption and<br />
energy consumption<br />
per unit of production.<br />
--NIL--<br />
N.A.<br />
B. TECHNOLOGY ABSORPTION:<br />
e) Efforts made in Details given<br />
technology absorption hereunder in<br />
as per Form B. Form B.<br />
C. FOREIGN EXCHANGE EARNINGS &<br />
OUTGO:<br />
f) Activities relating to<br />
export initiatives taken<br />
to increase exports,<br />
development of new<br />
export markets for<br />
products and services<br />
and export plans.<br />
g) Total foreign exchange<br />
used and earned.<br />
Earned : Rs. 12548.75 lakhs<br />
Used : Rs. 13138.59 lakhs<br />
Cost of production<br />
will come down<br />
and price will<br />
become<br />
competitive<br />
FORM-B<br />
Form for disclosure of particulars with respect<br />
to Technology Absorption, Research and<br />
Development (R&D)<br />
1. Specific areas in which R&D carried<br />
out by the Company: -Nil-<br />
2. Benefit derived as a result of the<br />
above R&D:<br />
-Nil-<br />
3. Future plan of Action:<br />
Completion of product development<br />
action.<br />
Expenditure on R&D:<br />
-Nil-<br />
Technology Absorption, Adoption and<br />
Innovation:<br />
1. Efforts in brief made towards<br />
technology absorption,adoption<br />
and innovation<br />
2. Benefits derived as a result of<br />
the above efforts e.g. product<br />
improvement, cost reduction<br />
product development, import<br />
substitution<br />
3. In case of imported technology<br />
(imported during the last five<br />
years reckoned from the<br />
beginning of the financial year)<br />
following information may be<br />
furnished.<br />
a) Technology imported<br />
b) Year of import<br />
c) Has technology been fully<br />
absorbed<br />
d) If not fully absorbed, areas<br />
where this has not taken<br />
place, reasons here of and<br />
future plans of action.<br />
PLACE: HYDERABD<br />
DATE : 29.01.2009<br />
Not<br />
applicable<br />
Improvement<br />
in<br />
sales and<br />
margins.<br />
Not<br />
applicable<br />
BY ORDER OF THE BOARD<br />
Y.S.CHOWDARY<br />
CHAIRMAN<br />
: : 11 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
MANAGEMENT DISCUSSION AND<br />
ANALYSIS<br />
The following Management Discussion and<br />
Analysis contains a brief write-up on the<br />
industry structure, opportunities and concerns,<br />
performance of the Company with respect to<br />
the operations and other information.<br />
Industry structure and developments:<br />
The requirement for steel products is<br />
poised for excellent market opportunities<br />
in the coming years. Overall industrial<br />
development of the country will<br />
necessarily call for a sound infrastructure<br />
development particularly in the area of<br />
transport, power water communication,<br />
civil construction etc. The increased<br />
thrust of the government on<br />
infrastructure development and rural<br />
construction coupled with a steady<br />
performance of user industries like<br />
automobile, consumer durable,<br />
construction, and infrastructure will scale<br />
up the domestic demand and<br />
consumption in the short term. As a<br />
result, the domestic steel industry's<br />
fundamentals indicate a reasonably<br />
favourable outlook, while cyclical<br />
fluctuations not ruled out.<br />
Opportunities, Strengths and Threats:<br />
There are excellent opportunities in Steel<br />
products due to large scale investments<br />
in infrastructure and construction<br />
activities. The constant growth in auto<br />
sector the demand for auto components<br />
has also gone up substantially in the<br />
domestic and international market. Your<br />
Company has capabilities to quickly adapt<br />
to the changing market conditions and<br />
sustain the projected growth in sales and<br />
profits. There is severe competition from<br />
the other secondary manufacturers and<br />
the prices are expected to be volatile.<br />
: : 12 : :<br />
Business Outlook:<br />
The infrastructure industry is benefiting<br />
from structural changes like the fall in<br />
interest rates over the last few years and<br />
greater economies of scale due to the<br />
large, and the growing size of the<br />
domestic industry market size. The<br />
Company has taken up extensive<br />
development activity of value added<br />
products to improve the margins by<br />
achieving higher volume of sales. The<br />
efforts of the Company are expected to<br />
yield favourable results.<br />
Internal control systems and their<br />
adequacy:<br />
The Company has in place adequate<br />
internal control systems and procedures<br />
commensurate with the size and nature<br />
of business. The Company has<br />
established internal control systems and<br />
the same are constantly reviewed and<br />
improved wherever required. Depending<br />
on the changing requirements the internal<br />
audit department is strengthened. The<br />
Company has implemented corporate<br />
governance requirement and the audit<br />
committee periodically reviews the<br />
systems and procedures of the Company.<br />
Financial Performance:<br />
The Gross Block as on 30.09.2008 stood<br />
at Rs. 34110.31 lakhs and the Net Block<br />
as on 30.09.2008 stood at Rs.20167.93<br />
lakhs. The deferred tax liability has been<br />
provided in accordance with the<br />
requirements of Accounting Standard 22<br />
- Accounting of Taxes on Income, issued<br />
by the Institute of Chartered Accountants<br />
of India and the Provision for Fringe<br />
Benefit tax was created as per Income-<br />
Tax Act, 1961<br />
Operational Performance:<br />
Your Company has achieved a turnover<br />
of Rs.118099.33 earning a Profit before<br />
tax of Rs. 3455.13 Lakhs.
Segment Wise Performance<br />
Light Engineering Components (LEC)<br />
Division:<br />
The total turnover of the Division for the<br />
15 months period ended 30.09.2008 is<br />
Rs.4869 lakhs, which mainly includes the<br />
turnover of Bearings, Bearing<br />
components and other products.<br />
Appliances Division<br />
The total turnover of the Division for the<br />
15 months period ended 30.09.2008 is<br />
Rs. 3486 lakhs, which mainly includes the<br />
turnover of all varities of fans and fan<br />
Components and other products.<br />
Steel Products Division<br />
The total turnover of the Division for the<br />
15 months period ended 30.09.2008 is<br />
Rs.109745 lakhs, which mainly includes<br />
the turnover of Casting Division,<br />
Processing Division and Trading of Steel<br />
products. During the period the export<br />
turnover of various products is 12555.47<br />
lakhs.<br />
Infrastructure Division<br />
The Company has plans to undertake<br />
construction and developmental activities<br />
like integrated residential townships,<br />
commercial buildings and specialized<br />
design and construction of integrated<br />
medical college and super specialty<br />
hospital etc.,<br />
Material developments in Human<br />
Resources:<br />
The development of Human Resources is<br />
a key strategic challenge in order to<br />
prepare people for future responsibilities<br />
in terms of professional skills as well as<br />
business skills. <strong>Sujana</strong> Universal<br />
Industries Limited has conducted training<br />
programmers to its employees enabling<br />
them to improve / upgrade their skills.<br />
: : 13 : :<br />
Persons constituting <strong>Group</strong> coming within<br />
the definition of '<strong>Group</strong>' as defined in the<br />
Monopolies and Restrictive Trade Practices<br />
Act, 1969 include the following:<br />
01. Shri Y.S. Chowdary and his relatives*<br />
02. Shri G. Srinivasa Raju and his relatives*<br />
03. Shri S. Hanumantha Rao and his relatives*<br />
04. Shri R.K. Birla and his relatives*<br />
05. Foster Infin and Trading Private Limited<br />
06. Glade Steel Private Limited<br />
07. <strong>Sujana</strong> Capital Services Limited<br />
08. <strong>Sujana</strong> Energy Private Limited<br />
09. <strong>Sujana</strong> Finance and Trading Private Limited<br />
10. <strong>Sujana</strong> Holdings Limited, India<br />
11. <strong>Sujana</strong> Metal Products Limited<br />
12. <strong>Sujana</strong> Projects Limited<br />
13. <strong>Sujana</strong> Pumps and Motors Private Limited<br />
14. <strong>Sujana</strong> Towers Limited<br />
15. <strong>Sujana</strong> Transmissions Limited<br />
16. Yalamanchili Finance and Trading Private Limited<br />
17. YS Consultancy Services Private Limited<br />
18. Alpha ventures Limited, Cayman Islands<br />
19. Asian Tide Enterprises Limited, Hong Kong<br />
20. Digitech Business Systems Limited, Hong Kong<br />
21. Empire Gulf FZE, UAE<br />
22. Gamma Machinery & Equipment Pte. Limited,<br />
Singapore<br />
23. Nuance Holdings Limited, Hong Kong.<br />
24. Pac Ventures Pte. Limited, Singapore<br />
25. <strong>Sujana</strong> Holdings Limited, UAE<br />
26. Sun Trading Limited, Cayman Islands<br />
27. Telesuprecon Limited, Mauritius<br />
* As per the Companies Act, 1956<br />
During the year 2006-07, there was merger of<br />
M/s <strong>Sujana</strong> Steels Limited with M/s <strong>Sujana</strong> Metal<br />
Products Limited. M/s GB Trading and<br />
Investments Private Limited, Lumbini Electricals<br />
Private Limited, Golkonda Finance and Trading<br />
Private Limited and Prime Infoinvest Limited<br />
were Non Promoter shareholders in M/s <strong>Sujana</strong><br />
Steels Limited and during the process of merger<br />
with M/s <strong>Sujana</strong> Metal Products Limited, these<br />
Companies were treated as Promotes’ <strong>Group</strong><br />
by Bombay Stock Exchange Limited. However,<br />
these companies represented to delete their<br />
names from the Promoters group of <strong>Sujana</strong><br />
<strong>Group</strong> of Companies.<br />
The above statement has been published to avail<br />
of the exemption under regulation 3(1)(e)(i) of<br />
Securities and Exchange Board of India<br />
(Substantial Acquisition of Shares and<br />
Takeovers) Regulations, 1997 as amended from<br />
time to time.
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
REPORT ON CORPORATE<br />
GOVERNANCE<br />
(As per Clause 49 of the Listing<br />
Agreements entered into with the<br />
Stock Exchanges)<br />
I. Brief statement on Company's<br />
Philosophy on Code of Governance<br />
Corporate Governance is the set of<br />
policies, practices, procedure and<br />
processes by which a Company conducts<br />
its affairs in pursuit of its business goals.<br />
Your Company believes in adopting the<br />
best practices in the areas of Corporate<br />
Governance. Even in this cutthroat<br />
competitive business environment, the<br />
Management of your Company is<br />
committed to achieve the values of<br />
integrity, honesty, transparency and<br />
accountability which are fundamental to<br />
the <strong>Sujana</strong> <strong>Group</strong>.<br />
During the year, the Company has its best<br />
corporate practices so as to bring them<br />
in line with the revised Clause 49 of the<br />
listing agreements. The Company<br />
adopted the Code of Conduct for Non-<br />
Executive Directors as prescribed in the<br />
revised Clause.<br />
independence of the board and to<br />
separate the board functions of<br />
governance and management.<br />
Thus, your Company's Board of Directors<br />
consists of Nine (9) members, out of<br />
which one (1) is Managing Director and<br />
one (1) is Promoter and Executive<br />
Chairman, one (1) is Whole Time<br />
Director, three (3) of them are<br />
Independent and Non-Executive<br />
Directors, one (1) is Non- Executive<br />
Director and two (2) are Nominee<br />
Directors.<br />
None of the Directors on the Board is a<br />
Member on more than 10 Committees<br />
and Chairman of more than 5<br />
Committees (as specified in Clause 49),<br />
across all the companies in which he is a<br />
Director. The necessary disclosures<br />
regarding Committee positions have<br />
been made by the Directors.<br />
The names categories of the Directors<br />
on the Board, their attendance at the<br />
Board Meetings during the year and at<br />
the last <strong>Annual</strong> General Meeting, as also<br />
the number of Directorships and<br />
Committee memberships held by them<br />
in other companies are given below:<br />
The Company will continue to focus its<br />
resources, strengths and strategies for<br />
creation and safeguarding of<br />
shareholder's wealth and at the same<br />
time protect the interests of all its<br />
shareholders.<br />
II.<br />
Board of Directors<br />
1. Composition of the Board of Directors<br />
At present the Company is having an<br />
Executive Chairman and the number of<br />
Independent Directors is more than 50%<br />
of the total number of directors on the<br />
Board of the Company.<br />
The Current Policy is to have an<br />
appropriate mix of executive and<br />
independent directors to maintain the<br />
: : 14 : :
Sl. No. of Board Attendance<br />
No. Name of the Director Category Designation Meetings of each Director<br />
attended at last A.G.M<br />
1. Shri Y.S. Chowdary Promoter & Chairman 8 Yes<br />
Executive Director<br />
2. Shri G. Srinivasa Raju Executive Director Managing Director 8 Yes<br />
3. Shri J. Ramakrishnan Independent & Director 6 No<br />
Non-Executive Director<br />
4. Shri S. Hanumantha Rao Non-Executive Director Director 8 Yes<br />
5. Dr. K. Srinivasa Rao Independent & Director 1 No<br />
Non-Executive Director<br />
6. Shri B.Ramachandra Rao Independent & Director 7 Yes<br />
Non-Executive Director<br />
7. Shri B.P.Mandal IDBI Nominee* Director 8 No<br />
8. Shri S.Ramachandran IDBI Nominee* Director Not Applicable Not Applicable<br />
9. Shri Narayandas Auddy IFCI Nominee** Director 3 No<br />
10. Shri V.Udhayasankar IFCI Nominee** Director 3 Not Applicable<br />
11. Shri V.S.R. Murthy Executive Director*** WTD Not Applicable Not Applicable<br />
Change in Composition of Board of Directors since the date of last AGM held on 31.12.2007:<br />
* Shri. S.Ramachandran was appointed as Nominee Director from IDBI Limited with effect<br />
from 10th December, 2008 on the Board of the Company in place of Shri B.P.Mandal.<br />
** Shri. V.Udhayasankar was appointed as Nominee Director from IFCI Limited with effect<br />
from 28th April, 2008 on the Board of the Company in place of Shri Narayandas Auddy.<br />
*** Shri V.S.R. Murthy was appointed as Whole Time Director of theCompany w.e.f.29.01.2009.<br />
Sl. Name of the No. of Directorships No. of Committee positions<br />
No. Director in other companies held in other companies<br />
No. of No. of No. of<br />
Chairmanships Directorships Chairmanships<br />
: : 15 : :<br />
No. of<br />
Committee<br />
Memberships<br />
1 Shri Y.S. Chowdary 4 9 2 4<br />
2 Shri G. Srinivasa Raju 1 7 2 6<br />
3 Shri J. Ramakrishnan -- 1 -- 1<br />
4 Dr. K. Srinivasa Rao -- 1 2 2<br />
5 Shri S. Hanumantha Rao -- 5 2 8<br />
6 Shri B.Ramachandra Rao -- -- -- --<br />
7 Shri S.Ramachandran -- 2 -- --<br />
8 Shri V.Udhayasankar -- 2 -- --<br />
9. Shri V.S.R. Murthy -- -- -- --
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
2. Board Procedure<br />
Your Company's Board of Directors meets atleast once a quarter in a year to review the<br />
quarterly results and other items on the Agenda and also on the occasion of the <strong>Annual</strong><br />
Shareholders' Meeting. Whenever necessary, additional meetings were held. Committees<br />
of the Board usually meet the same day of the formal Board Meeting or as and when<br />
required.<br />
Eight (8) Board Meetings were held during the year 2007-08 and the gap between two<br />
meetings did not exceed four months. The dates on which the Board Meetings were held<br />
were as follows:<br />
30th July 2007, 30th October 2007, 27th November 2007, 31st December 2007, 28th<br />
January 2008, 28th April 2008, 21st May 2008 and 28th July 2008.<br />
Board Meetings are usually held at the Corporate Office of the Company. Notices of Board<br />
Meetings were sent to the Directors as required under Section 286 of the Companies Act,<br />
1956. Date of Board Meeting was communicated well in advance and the Agenda,<br />
explanatory notes were sent in advance to the Directors.<br />
The information as required under Annexure IA to Clause 49 was being made available to<br />
the Board.<br />
The Board periodically reviews compliance reports of all laws applicable to the Company.<br />
Steps were taken by the Company to rectify instances of non-compliance, if any.<br />
III. Audit Committee<br />
1. Scope of the Audit Committee<br />
The main objective of the Audit Committee of your Company is to monitor and effectively<br />
supervise the financial reporting process of your Company with a view to provide accurate,<br />
timely and proper disclosures. However, the scope of activities of the Audit Committee is<br />
as set out in Clause 49 of the Listing Agreements entered with the Stock Exchanges read<br />
with Section 292A of the Companies Act, 1956. The terms of reference of the Audit<br />
Committee are broadly as follows:<br />
1. Reviewing the adequacy of Internal Control Systems and the Internal Audit <strong>Report</strong>s<br />
and their compliance thereof;<br />
2. Overseeing of the Company's financial reporting process and the disclosures of its<br />
financial information;<br />
3. Holding periodic discussions with the Statutory Auditors and Internal Auditors of the<br />
Company concerning the accounts of the Company, internal control systems, scope<br />
of audit and observations of the Auditors/ internal Auditors;<br />
4. Reviewing with Management the quarterly and annual financial statements before<br />
submission to the Board;<br />
5. Recommending the board on any matter relating to the financial management of the<br />
Company, including Statutory & Internal Audit <strong>Report</strong>s;<br />
6. Recommending the appointment and removal of External Auditor, fixation of audit fee<br />
and also approval for repayment for any other services;<br />
7. Such other matters as may be necessary in course of performing their functions.<br />
2. Composition and Procedure of the Audit Committee<br />
The Audit Committee shall meet atleast four times in a year and not more than four<br />
months shall elapse between two meetings.<br />
: : 16 : :
The quorum for the audit committee shall be either two members or one third of the<br />
members whichever is higher and minimum of atleast two independent directors.<br />
The Audit Committee of your Company comprises four (4) members out of which three (3)<br />
are independent and non-executive directors and one (1) is non-executive director. Shri<br />
S.Hanumantha Rao, a director having financial and accounting knowledge and held five<br />
(5) meetings during the year. The details of the same are:<br />
No. of meetings held during the financial year: 5 (five)<br />
Sl. Name of Designation No. of Meetings<br />
No. the Member attended<br />
1. Dr. K.Srinivasa Rao Member & Chairman 1<br />
2. Shri S. Hanumantha Rao Member 5<br />
3. Shri J.Ramakrishnan Member 5<br />
4. Shri B.Ramachandra Rao Member 4<br />
Change in Composition of Audit Committee since the date of last AGM held on<br />
28.12.2006:<br />
There is no change in the Composition of Audit Committee since the date of last AGM held<br />
on 31.12.2007<br />
Dates of Audit Committee Meetings held:<br />
30th July 2007, 30th October 2007, 28th January 2008, 28th April 2008, and 28th July 2008<br />
The necessary quorum was present at the meetings.<br />
IV. Remuneration Committee<br />
1. Scope of the Remuneration Committee<br />
The Scope of the Remuneration Committee covers:<br />
a) Review the performance of the Managing Director, after considering the Company's<br />
performance.<br />
b) Recommends to the Board remuneration including salary, perquisites and commission<br />
to be paid to the Company's Managing Director.<br />
c) Finalise the perquisites package of the Managing Director within the overall ceiling.<br />
2. Composition and other details of the Remuneration Committee<br />
The Remuneration Committee of your Company comprises three (3) members, all of them<br />
are non-executive directors, the chairman of the committee being an independent director.<br />
The existing Committee comprises of:<br />
Sl.No. Name of the Member Designation<br />
1. Dr. K. Srinivasa Rao Member & Chairman<br />
2. Shri J.Ramakrishnan Member<br />
3. Shri S. Hanumantha Rao Member<br />
One Remuneration Committee Meeting was held on 28.04.2008 during the financial year<br />
2007-2008.<br />
: : 17 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
3. Remuneration Packages paid to Executive Directors during the year<br />
Name Salary P.A. Commission/ Deferred Benefits Others Total<br />
Incentives P.A. (Perquisites)<br />
Rs. Rs. Rs. Rs.<br />
Shri G.Srinivasa Raju Rs.5,25,000/- - Rs.1,18,827/- - 6,43,827/-<br />
Shri Y.S. Chowdary Rs.60,00,000/- w.e.f. 01.04.2008 to 30.09.2008 Rs.60,00,000/-<br />
Remuneration Policy:<br />
The Remuneration Committee of Board of Directors of the Company generally decides and<br />
makes recommendations to the Board of Directors about the remuneration to be paid to the<br />
Directors and other Key Managerial Persons of the Company. The Remuneration Committee<br />
recommendations about the remuneration of Directors are subject to the approval of the Members<br />
of the Company and the remuneration of the key managerial persons is to be recommended by<br />
the remuneration committee to the Board<br />
Sitting Fee details:<br />
Sl. No Name of the Director Sitting fee paid During the year 2007-2008<br />
1 Dr. K. Srinivasa Rao Rs.6,000/-<br />
2 Shri J. Ramakrishnan Rs.33,000/-<br />
3 Shri B.Ramachandra Rao Rs.33,000/-<br />
4 Shri B.P.Mandal Rs.24,000/-<br />
5 Shri Narayandas Auddy Rs.9,000/-<br />
6 Shri V.Udhayasankar Rs.9,000/-<br />
Sitting fee will be paid at a rate of Rs.3000/- for attending each Meeting.<br />
V. Shareholders' Grievance Committee<br />
1. Scope of the Shareholder's Grievance Committee<br />
The Shareholders' Grievance Committee of your Company shall look into the redressing of<br />
shareholder and investor complaints like transfer of shares, non-receipt of balance sheet,<br />
non-receipt of declared dividend, etc.<br />
2. Constitution and Composition of the Shareholders' Grievance Committee<br />
The Shareholders' Grievance Committee of your Company comprises three (3) members.<br />
No Shareholders' Grievance Committee Meeting was held during the financial year 2007-<br />
2008 and all the grievances received by the Company from the members of the Company<br />
has been resolved by the Share Transfer Committee.<br />
The existing Committee consists of three directors. The details of the same are:<br />
Sl. Name of the Director Designation<br />
No.<br />
1. Shri J. Ramakrishnan Member & Chairman<br />
2. Shri Y.S.Chowdary Member<br />
3. Shri G.Srinivasa Raju Member<br />
: : 18 : :
3. Name and Designation of the Compliance Officer<br />
The name and designation of the Compliance Officer of your Company is Shri P.Apser<br />
Hussen, Company Secretary of your Company.<br />
4. No. of Shareholders Complaints received so far during the year<br />
Nature of queries/complaints Received Resolved Un resolved<br />
No.of requests for change of Address 33 33 -<br />
No.of requests for transmission 10 10 -<br />
Non receipt of share certificates/bonus shares 4 4 -<br />
Letters from Securities and Exchange Board of - - -<br />
India & Stock Exchanges<br />
Issue of Duplicate Share Certificates - - -<br />
Non receipt of demat conformation / rejections 13 13<br />
Others 15 15 -<br />
Total 75 75 -<br />
5. No. of Pending Transfers<br />
There are no share transfers pending for more than a fortnight.<br />
VI.<br />
Share Transfer Committee<br />
The share transfer committee comprises Shri Y.S.Chowdary, Shri G.Srinivasa Raju and<br />
Shri J. Ramakrishnan, being Shri G.Srinivasa Raju, Managing Director of your Company, as<br />
Chairman of the Committee. The role, terms of reference and the authority and powers of<br />
the Share Transfer Committee are in conformity with the provisions of the Companies Act,<br />
1956. During the year under review the Share Transfer Committee met 20 (Twenty) times.<br />
VII. Management Committee<br />
The Management Committee comprises Shri Y.S.Chowdary, Shri G.Srinivasa Raju and Shri<br />
J. Ramakrishnan. The role, terms of reference and the authority and powers of the<br />
Management Committee are in conformity with the provisions of the Companies Act, 1956.<br />
During the year under review the Management Committee met 4 (Four) times.<br />
VIII. Code of Conduct for the prevention of inside trading ;<br />
The Board has laid down a “Code of Conduct” for the prevention of “Insider Trading” in<br />
pursuance of the Securities and Exchange Board of India (Prohibnition of Insider Trading)<br />
Regulations, 1992 (Duly Amended). The Board Members and senior management personnel<br />
have afirmed the compliance with the code for the financial year 2007-08.<br />
: : 19 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
IX. <strong>Annual</strong> General Body Meetings (AGMs')<br />
Details of Last three AGMS held<br />
Sl. No. of <strong>Annual</strong> Date of the <strong>Annual</strong> Location Time<br />
No. General Meeting General Meeting<br />
1. 19th A.G.M 31st December, 2007 Plot Nos. 10,11 & 12, Survey No.172, 10.00 A.M.<br />
Bollaram Village, Jinnaram Mandal,<br />
Medak Dist, Andhra Pradesh.<br />
2. 18th A.G.M 28th December, 2006 Survey No.296/7/9, IDA Bollaram, 10.30 A.M.<br />
Jinnaram Mandal, Medak District,<br />
Andhra Pradesh.<br />
3. 17th A.G.M 14th December, 2005 Plot Nos. 10,11 & 12, Survey No.172, 10.00 A.M.<br />
Bollaram Village, Jinnaram Mandal,<br />
Medak Dist, Andhra Pradesh.<br />
Details of Special Resolutions passed in the last thee <strong>Annual</strong> General Meetings:<br />
S.No AGM for the year Details of Special Resolution passed<br />
1. 2006-2007 (a) Enhancement of Managing Director's Remuneration and<br />
(b) To make any loan to and/or to give any guarantee to<br />
and/or to provide security Under Section 372A of the<br />
Companies Act, 1956<br />
2 2005-2006 Further Issue of equity shares of the Company under Section<br />
81(1A) of the Companies Act, 1956.<br />
3. 2004-2005 (a) Re-appointment of Shri G.Srinivasa Raju as Managing<br />
Director of the Company for a period of 5 years<br />
w.e.f.29.10.2005.<br />
(b) Further Issue of equity shares of the Company under<br />
Section 81(1A) of the Companies Act, 1956.<br />
(c)<br />
To make any loan to and/or to give any guarantee to<br />
and/or to provide security Under Section 372A of the<br />
Companies Act, 1956.<br />
: : 20 : :
Details of special resolutions passed in the last year through postal ballot and details<br />
of voting pattern.<br />
(A) The following resolutions were passed by the members of the Company through postal<br />
ballot on 7th June, 2007. The details are as follows:<br />
S.No Details of Resolution passed Details of voting Person who<br />
through postal ballot pattern conducted the<br />
postal ballot exercise<br />
1 Increase of authorized share No.of votes cast in<br />
capital of the Company from favour of the resolution<br />
Rs.115 Crores to Rs.155 Crores. - 1,33,04,857.<br />
No.of votes cast against<br />
the resolution - 50<br />
2 Issue of further equity shares of No.of votes cast<br />
the Company under Section 81 in favour of the<br />
(1A) of the Companies Act, resolution - 1,32,97,527<br />
1956 through preferential issue. No.of votes cast against<br />
the resolution - 450<br />
3 Issue of further equity shares of No.of votes cast<br />
the Company under Section in favour of the<br />
81(1A) of the Companies Act, resolution - 1,32,97,277<br />
1956 through global depository No.of votes cast against<br />
receipts. the resolution - 700<br />
4 Making investments in wholly No.of votes cast in<br />
owned subsidiaries under<br />
favour of the resolution<br />
Section 372A of the Companies - 1,32,96,827.<br />
Act, 1956 No.of votes cast against<br />
the resolution - 1,150<br />
Shri Y.Ravi Prasada<br />
Reddy, Practicing<br />
Company Secretary,<br />
ACS No.14580,<br />
CP No. 5360.<br />
(B)<br />
The following resolution was passed by the members of the Company through postal ballot<br />
on 31st December, 2007. The details are as follows:<br />
S.No Details of Resolution passed Details of voting Person who conducted<br />
through postal ballot pattern the postal ballot exercise<br />
1 To make any loan to and/or to No.of votes cast<br />
give any guarantee to and/or to in favour of the<br />
provide security, in connection resolution -20089901<br />
with a loan made by any other<br />
person to or other person by<br />
No.of votes cast<br />
and/or to acquire, by way of<br />
against the<br />
subscription, purchase or resolution - 500<br />
otherwise the securities of<br />
"M/s Alpha Ventures Limited,<br />
Cayman Islands and <strong>Sujana</strong><br />
Holdings Limited, Dubai" (being<br />
associate companies) upto an<br />
amount of US$ 60.00 Million<br />
(US Dollars Sixty Million only)<br />
under Section 372A of the<br />
Companies Act, 1956.<br />
: : 21 : :<br />
Shri Y.Ravi Prasada<br />
Reddy,<br />
Practicing Company<br />
Secretary,<br />
ACS No.14580,<br />
CP No. 5360.
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
(C)<br />
The following resolutions were passed by the members of the Company through postal<br />
ballot on 27th June, 2008. The details are as follows:<br />
S.No Details of Resolution passed Details of voting Person who conducted<br />
through postal ballot pattern the postal ballot exercise<br />
1 Making an investment in No.of votes cast<br />
"Nuance Holdings Limited", in favour of the<br />
Hong Kong, under Section resolution -<br />
372A of the Companies 21576338.<br />
Act, 1956<br />
No.of votes cast<br />
against the resolution -<br />
13856<br />
2 To modify the sub clause No.of votes cast<br />
number 6 of Clause III (C) in favour of the<br />
(i.e. Other Objects Clause) of resolution -<br />
Memorandum and Articles of 21582228.<br />
Association of the Company and<br />
to carry on the business of No.of votes cast<br />
said sub clause<br />
against the<br />
resolution -7806<br />
Shri Y.Ravi Prasada<br />
Reddy,<br />
Practicing Company<br />
Secretary,<br />
ACS No.14580,<br />
CP No. 5360.<br />
Details of special resolutions which are proposed to be passed through postal ballot -<br />
are as follows:<br />
No sipecial resolution is proposed to be passed through postal ballot.<br />
X. Disclosures<br />
1. Materially Significant related party transactions:<br />
There are no materially significant related party transactions i.e. transactions, material in<br />
nature with its Promoters, the Directors or the Management, their subsidiaries or relatives<br />
etc., having potential conflict with the interests of the Company at large except as mentioned<br />
in Schedule 18 to the <strong>Annual</strong> Accounts for the year ended 30.09.2008.<br />
2. Details of Statutory Non-compliances:<br />
There have not been any non-compliance by the Company and no penalties or strictures<br />
imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authority, on<br />
any material related to capital markets, during the last three (3) years.<br />
3. Management Discussion and Analysis <strong>Report</strong><br />
Management Discussion and Analysis <strong>Report</strong> form part of this <strong>Annual</strong> <strong>Report</strong> and is in<br />
accordance with the requirements as laid down in Clause 49 of the Listing Agreement with<br />
Stock Exchanges.<br />
4. Details of directors seeking re-appointment at the forthcoming AGM<br />
(a) Shri J.Ramakrishnan, Director of the Company retires by rotation and being eligible,<br />
offers himself for re-appointment.<br />
: : 22 : :
(b)<br />
Shri J.Ramakrishnan has been on the Board of Directors since 25th July, 1995.<br />
Shri J.Ramakrishnan, retired as Principal Collector, Central Excise and Customs<br />
Department. He is having over 30 years of experience in Central Excise and Customs<br />
Department.<br />
Shri J.Ramakrishnan, presently holding the position of Director in <strong>Sujana</strong> Metal Products<br />
Limited.<br />
Shri B.Ramachandra Rao, Director of the Company retires by rotation and being eligible,<br />
offers himself for re-appointment.<br />
Shri B.Ramachandra Rao has been on the Board of Directors since 30th January,<br />
2006.<br />
Shri B.Ramachandra Rao has done M.A (Public Administration) and he had banking<br />
experience of 35 years at various senior levels.<br />
5. CEO&CFO Certification:<br />
Certification by Chief Executive Officer and Chief Financial officer of the Company as required<br />
under Clause 49 of the Listing Agreement is provided at the end of Corporate Governance<br />
<strong>Report</strong>.<br />
XI. Means of Communication<br />
1. Publication of Quarterly Financial Results in daily newspapers - Surya or Andhra Bhoomi &<br />
New Indian Express or Business Standard and the same will be updated in the Company's<br />
website at www.sujana.com.<br />
2. Furnishing the Quarterly Financial Results to Stock Exchanges in which Company's shares<br />
are listed.<br />
3. Sending Balance Sheet, Profit & Loss Account, Directors' <strong>Report</strong> & Auditors' <strong>Report</strong> to<br />
Shareholders through Post.<br />
XII. General Shareholder Information<br />
1. Details pursuant to 20th AGM<br />
1. Date 27.02.2009<br />
2. Time 10.00 A.M<br />
3. Venue Plot Nos.10, 11 & 12, Survey No.172, Bollaram Village,<br />
Jinnaram Mandal, Medak District, Andhra Pradesh.<br />
4. Financial Year 2007-2008 (consisting of 15 months from 01.07.2007<br />
to 30.09.2008)<br />
5. Book Closure Date 26.02.2009 (One day only)<br />
6. Dividend Payment Date Not Applicable<br />
2. Details pursuant to Listing of Securities<br />
a. Listing of Securities<br />
- Equity<br />
The Bombay Stock Exchange Limited, Mumbai<br />
National Stock Exchange of India Limited, Mumbai<br />
- Global Depository Receipts (GDRs)<br />
Luxembourg Stock Exchange (LuxSE)<br />
: : 23 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
b. Stock Code<br />
BSE Script Code : 517224<br />
NSE Script Symbol : SUJANAUNI<br />
Demat ISIN Number in NSDL and CDSL for equity shares : INE216G01011<br />
3. Market Price Data<br />
Month<br />
Price in BSE during each month<br />
High (Rs.) Low(Rs.) Close (Rs.)<br />
July, 2007 18.65 15.80 17.30<br />
August, 2007 20.25 16.25 17.00<br />
September, 2007 22.00 17.00 18.10<br />
October, 2007 21.20 15.90 17.10<br />
November, 2007 18.30 15.80 16.50<br />
December, 2007 27.60 16.70 26.00<br />
January, 2008 28.90 16.20 16.50<br />
February, 2008 17.90 14.10 15.10<br />
March, 2008 14.95 09.80 11.65<br />
April, 2008 15.50 10.90 13.33<br />
May, 2008 14.24 11.60 12.15<br />
June, 2008 12.50 09.05 9.14<br />
July, 2008 11.88 08.00 10.52<br />
August, 2008 15.35 10.30 11.02<br />
September, 2008. 11.79 08.75 09.05<br />
<strong>SUIL</strong> Share Price<br />
60.00<br />
55.00<br />
50.00<br />
45.00<br />
40.00<br />
35.00<br />
30.00<br />
25.00<br />
20.00<br />
15.00<br />
10.00<br />
5.00<br />
0.00<br />
15550.99<br />
17.30<br />
17.00<br />
Comparision with BSE SENSEX<br />
15318.617291.1 19837.99<br />
18.10<br />
17.10<br />
19363.19<br />
20286.99<br />
16.50<br />
<strong>SUIL</strong><br />
26.00<br />
17648.71<br />
17578.72<br />
16.50<br />
15.10<br />
15644.44 17287.31<br />
11.65<br />
13.33<br />
16415.57<br />
12.15<br />
13461.6<br />
14355.75<br />
14564.53<br />
9.14<br />
10.52<br />
11.02<br />
12860.43<br />
9.05<br />
July<br />
August<br />
September<br />
October<br />
November<br />
December<br />
January<br />
February<br />
March<br />
April<br />
May<br />
June<br />
July<br />
August<br />
September<br />
MONTHS<br />
Sensex<br />
21000<br />
18000<br />
15000<br />
12000<br />
9000<br />
6000<br />
3000<br />
0<br />
BSE SENSEX<br />
: : 24 : :
4. Share Transfer System<br />
Your Company has appointed M/s. Bigshare Services Private Limited for dealing in with the<br />
shares of the Company in physical and electronic mode. Presently they are completing the<br />
process of transfer within a period of 10 to 15 days from the date of receipt, subject to the<br />
documents being valid and complete in all respects.<br />
5. Dematerialization of Shares<br />
89.83 % of the Company's Paid - up capital has been dematerialized upto 30.09.2008. The<br />
details a re as follows:<br />
Particulars Number of Shares % of share capital<br />
NSDL 4,66,64,152 37.69<br />
CDSL 6,45,74,335 52.14<br />
Physical 1,26,02,585 10.17<br />
Total 12,38,41,072 100.00<br />
6. Distribution of Shareholding<br />
As on 30th September, 2008, the Distribution of Shareholding was as follows:<br />
Range No. of % of No. of % of<br />
(Rs.) Shares Shareholding Shareholders Shareholders<br />
1. Upto 5,000 4272811 3.45 18192 70.71<br />
2. 5,001 - 10,000 3284572 2.65 3685 14.32<br />
3. 10,001 - 20,000 2792069 2.25 1690 6.57<br />
4. 20,001 - 30,000 1758320 1.42 662 2.57<br />
5. 30,001 - 40,000 1145432 0.92 312 1.21<br />
6. 40,001 - 50,000 1738667 1.40 359 1.40<br />
7. 50,001 - 1,00,000 3302247 2.67 429 1.67<br />
8. 1,00,000 and above 105546954 85.24 398 1.55<br />
Total 123841072 100.00 25727 100.00<br />
7. Outstanding GDR/ADR/Warrants or any convertible instruments, conversion date<br />
and impact on equity: -Nil-<br />
8. Shareholding pattern as on 30th September, 2008<br />
S. Category No.of No.of % to<br />
No. Holders Shares Equity<br />
1. Promoters and their Relatives 2 22276035 17.99<br />
2. Bodies Corporate 580 13786348 11.13<br />
3. Public 25139 30564251 24.68<br />
4. Foreign Bodies Corporate 2 3900000 3.15<br />
5. Financial Institutions/banks/MFs 3 5314438 4.29<br />
6 Custodians against Depository 1 48000000 38.76<br />
receipts<br />
Total 25727 123841072 100.00<br />
: : 25 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
9. Plant Location<br />
1. LEC Division Plot Nos. 10, 11 & 12, Survey No.172, Bollaram<br />
Village, Jinnaram Mandal, Medak District,<br />
Andhra Pradesh.<br />
2. Domestic Appliances Plot No.1B, Survey No.308,<br />
Division<br />
Sri Venkateswara Co-operative, Industrial Estate,<br />
Jeedimetla, Hyderabad - 500 055, Andhra Pradesh.<br />
3. Steel Products Division Plot Nos. 128/A, Bollaram Village, Jinnaram Mandal,<br />
Medak District, Andhra Pradesh.<br />
4. Infrastructure Division No.18, Nagarjuna Hills, Panjagutta,<br />
Hyderabad - 500 082, Andhra Pradesh.<br />
10. Address for Correspondence<br />
Regd. Office:<br />
Plot Nos. 10, 11 & 12, Survey No.172, Bollaram Village,<br />
Jinnaram Mandal, Medak District, Andhra Pradesh.<br />
Corporate Office and Secretarial Department &<br />
Place of keeping the books of accounts.<br />
No.18, Nagarjuna Hills, Panjagutta,<br />
Hyderabad - 500 082.<br />
Ph: 23351882, 23351887.<br />
Registrars and Share Transfer Agents:<br />
Bigshare Services Private Limited,<br />
G-10, Left Wing, Amruta Ville,<br />
Opp: Yashoda Hospital,<br />
Raj Bhavan Road, Somajiguda,<br />
Hyderabad - 500 082.<br />
Phone No.040-23374967.<br />
Declaration in terms of amended Clause 49(1)(d)(ii) of Listing Agreement.<br />
It is hereby confirmed that all board members and senior management personnel have affirmed<br />
compliance with the code of conduct, laid down by the Board of Directors, for the financial year 2007-08.<br />
Place : Hyderabad G. SRINIVASA RAJU<br />
Date : 29.01.2009 Managing Director<br />
: : 26 : :
CEO & CFO CERTIFICATION<br />
We, G.Srinivasa Raju, Managing Director & Chief Executive Officer and Shri N.C.Krishna, Chief Finance<br />
Officer, to the best of our knowledge and belief, do hereby certify that<br />
1. We have reviewed financial statements and the Cash Flow Statement for the year and that to<br />
the best of our knowledge and belief:<br />
a) These statements do not contain any materially untrue statement or omit any material<br />
fact or contain statements that might be misleading;<br />
b) These statements together present a true and fair view of the Company's affairs and are<br />
in compliance with existing accounting standards, applicable laws and regulations.<br />
2. There are, to the best of our knowledge and belief, no transactions entered into by the Company<br />
during the year which are fraudulent, illegal or violative of the Company's code of conduct.<br />
3. We accept the responsibility for establishing and maintaining internal controls for financial<br />
reporting and that we have evaluated the effectiveness of internal control systems of the Company<br />
pertaining to financial reporting and we disclosed to the auditors and the Audit Committee,<br />
deficiencies in the design or operation of such internal controls, if any, of which we are aware<br />
and the steps they have taken or propose to take to rectify these deficiencies.<br />
4. We have indicated to the auditors and the Audit Committee:<br />
i) Significant changes in internal control over financial reporting during the year;<br />
ii) Significant changes in accounting policies during the year and that the same have been<br />
disclosed in the notes to the financial statements; and<br />
iii) Instances of significant fraud of which we have become aware and the involvement therein,<br />
if any, of the management or an employee having a significant role in the Company's<br />
internal control system over financial reporting.<br />
G. Srinivasa Raju N.C.Krishna<br />
Managing Director & Chief Executive Officer<br />
Chief Financial Officer<br />
Date : 29.01.2009<br />
Place : Hyderabad<br />
Auditors' Certificate on Corporate Governance<br />
To<br />
The Members of <strong>Sujana</strong> Universal Industries Limited,<br />
We have examined the compliance conditions of Corporate Governance by <strong>Sujana</strong> Universal Industries<br />
Ltd., Hyderabad for the period ended 30th September 2008, as stipulated in Clause 49 of the Listing<br />
Agreement of the said Company with Stock Exchanges.<br />
The compliance of conditions of Corporate Governance is the responsibility of the Company's<br />
management. Our examination was limited to procedures and implementation thereof, adopted by<br />
the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither<br />
an audit nor an expression of opinion on the financial statements of the Company.<br />
In our opinion and to the best of our knowledge and according to the explanations given to us, We<br />
certify that the Company has complied with the conditions of Corporate Governance as stipulated in<br />
the above mentioned Listing Agreement.<br />
We state that no investor grievances are pending for a period exceeding one month against the<br />
Company as per the records maintained by the Investor's Grievance Committee.<br />
We further state that such compliance is neither an assurance as to the future viability of the Company<br />
nor the efficiency or effectiveness with which the management has conducted the affairs of the<br />
Company<br />
Place: Hyderabad<br />
for M/s. T.RAGHAVENDRA & ASSOCIATES<br />
Dated:29.01.2009 CHARTERED ACCOUNTANTS<br />
T.RAGHAVENDRA<br />
: : 27 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
AUDITORS’ REPORT<br />
We have audited the attached Balance Sheet of SUJANA UNIVERSAL INDUSTRIES LIMITED of<br />
September, 2008. The Profit and Loss Account for the Period ended 30th September 2008<br />
annexed thereof and the Cash Flow Statement of the Company for the period ended on that<br />
date. annexed thereto. These financial statements for the responsibility of the Company’s<br />
management. Our responsibility is to express an opinion on these financial statements based<br />
on our audit.<br />
1. We conducted our audit in accordance with auditing standards generally accepted in India.<br />
These Standards require that we plan and perform the audit to obtain reasonable assurance<br />
about whether the financial statements are free of material misstatement. An audit includes<br />
examining, on a test basis, evidence supporting the amounts and disclosures in the financial<br />
statements. An audit also includes assessing the accounting principles used and significant<br />
estimates made by management, as well as evaluating the overall financial statement<br />
presentation. We believe that our audit provides a reasonable basis for our opinion.<br />
2. As required by the Companies (Auditor’s <strong>Report</strong>) Order. 2003 and amended by the<br />
Companies (Auditor’s <strong>Report</strong>) (Amendment) Order. 2004 issued by the Central Government<br />
in terms of sub-section (4A) of Section 277 of the Companies Act. 1956. we enclose in the<br />
Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.<br />
3. Further to our comments in the Annexure referred to above, we report that :<br />
(a) We have obtained all the information and explanations which, to the best of our<br />
knowledge and belief, were necessary for the purpose of our audit.<br />
(b) In our opinion, proper books of account as required by law have been kept by the<br />
Company so for as appears from our examination of those books.<br />
(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt<br />
with by this report are in agreement with the books of account.<br />
(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow<br />
Statement dealt with by this report comply with the Accounting Standards referred to<br />
in sub-section (3C) of Section 211 of the Companies Act, 1956;<br />
(e) On the basis of written representations received from the directors of the Company,<br />
as on 30th September 2008. and taken on record by the Board of Directors, we<br />
report that none of the directors are disqualified from being appointed as a director of<br />
the company in terms of Section 274 of the Companies Act, 1956 on the said date.<br />
(f) In our opinion and to the best of our information and according to the explanation<br />
given to us, the said accounts, read together with the notes thereon give the information<br />
required by the Companies Act, 1956. in the manner so required and give a true and<br />
fair view in conformity with the accounting principles generally accepted in India.<br />
i) In so far as it relates to the Balance Sheet, of the state of affairs of the Company<br />
as at 30th September 2008.<br />
ii) In so far as it relates to the Profit and Loss Account, of the Profit of the Company<br />
for the period 1st July 2007 to 30th September 2008<br />
and<br />
iii) In so far as it relates to Cash Flow Statement, of the cash flows for the period<br />
ended on that date.<br />
For T. RAGHAVENDRA & ASSOCIATES<br />
Chartered Accountants<br />
Place : Hyderabad<br />
Date : 10.12.2008<br />
T. RAGHAVENDRA<br />
: : 28 : :
Annexure referred to in our report of even date on the accounts for the period<br />
ended 30th September 2008<br />
1. a. The Company has maintained proper records showing full particulars including<br />
quantitative details and situation of the fixed assets.<br />
b. The assets are physically verified, in phases, by the Management during the year as<br />
per the regular programme of verification, which in our opinion, is reasonable having<br />
regard to the size of the company and the nature of its assets. No material discrepancies<br />
have noticed on such verification. In respect of certain class of assets, verification of<br />
which is in progress, discrepancies if any noticed, will be dealt with approximately<br />
later.<br />
c. The assets disposed off during the year are not substantial and therefore do not<br />
affect the going concern status of the company.<br />
2. a. The stock of raw materials, stores, spare parts and finished goods other than in<br />
transit have been physically verified during the year by the Management, In our<br />
opinion the frequency of verification is reasonable.<br />
b. In our opinion and according to the information and explanations given to us the<br />
procedures of physical verification of inventory followed by the management are<br />
reasonable and adequate in relation to the size of the company and the nature of its<br />
business.<br />
c. In our opinion the company has maintained proper records of inventory. The<br />
discrepancies noticed on verification between the physical stocks and the book records<br />
were not material and have been properly dealt with in the books of account.<br />
3. a. Accounting to the information and explanations given to us, the company has not<br />
taken any loans from the companies, firms or other parties listed in the register<br />
maintained under Section 301 of the companies Act. 1956.<br />
b. According to the information and explanations given to us, the Company has not<br />
granted any loans to the Companies, firms or other parties listed in the register<br />
maintained under Section 301 of the Companies Act. 1956.<br />
c. The Company has not given any loans or advances in the nature of loans.<br />
4. In our opinion and according to the information and explanations given to us, there are<br />
adequate internal control procedures commensurate with the size of the company and the<br />
nature of its business, with regard to purchase of inventory and fixed assets and for the<br />
sale of goods and services. During the course of our audit, no major weakness has been<br />
noticed in the internal control system.<br />
5. a. Based on the audit procedures applied by us and according to the information and<br />
explanations provided by the management, we are of the opinion that the contracts<br />
or arrangements that need to the be entered in the register maintained in pursuance<br />
of Section 301 of the Companies Act. 1956 have been properly entered in the said<br />
register.<br />
b. In our opinion and according to the information and explanations given to us, the<br />
transactions entered in the register maintained under Section 301 and exceeding<br />
during the financial year by Rupees five lakhs in respect of each party have been<br />
made at prices which are reasonable having record to the prevailing market prices at<br />
the relevant time.<br />
: : 29 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
6. The Company has not accepted any deposits from the public within the meaning of Sections<br />
58A. 58AA or any other relevant provisions of the Companies Act. 1956 and the Companies<br />
(Acceptance of Deposits) Rules, 1975 framed there under.<br />
7. The Company has an internal audit system, which in our opinion is commensurate with its<br />
size and nature of its business.<br />
8. We have broadly reviewed the books of account maintained by the Company pursuant to<br />
the Rules 209(1)(d) of Companies Act. 1956 for maintenance of cost records and are of<br />
the opinion that, prima facie, the prescribed accounts and records have been made and<br />
maintained.<br />
9. a. According to the information and explanations give to us and the records of the<br />
Company examined by us, the Company is generally regular in depositing with<br />
appropriate authorities undisputed statutory dues including provident fund, employees’<br />
state insurance, Customs Duty, Excise Duty and other material statutory dues as<br />
applicable with the appropriate authorities. According to the information and<br />
explanations given to us, no undisputed amounts payable in respect of the aforesaid<br />
due were outstanding as at 30th June, 2006 for a period of more than six months<br />
from the date of becoming payable.<br />
b. According to the information and explanations give to us and the records of the<br />
Company examined by us, the disputed statutory dues that have not been deposited<br />
on account of matters pending before appropriate authorities are as follows :<br />
Rs. in lakhs<br />
Sales Tax 780.74 2002-03 Company has preferred on appeal in the High Court.<br />
904.93 2003-04 Company has preferred on appeal in the High Court.<br />
1428.82 2004-05 Company has preferred on appeal in the High Court.<br />
Income Tax 185.09 Company has preferred and appeal in the appellate tribunal.<br />
Customs & Central Excise 570.36 Company has preferred an appeal in the CESTAT.<br />
10. The Company does not have accumulated losses as at 30th September 2008 and is has<br />
not incurred any cash losses in the financial year ended on that or in the immediately<br />
preceding financial year.<br />
11. According to the information and explanations given to us and the records of the Company<br />
examined by us, the Company has not defaulted in repayment of dues to financial institution<br />
and banks as per the One Time Settlement proposal with the financial institutions and / or<br />
banks.<br />
12. According to the information and explanations given to us, the Company has not granted<br />
any loans and advances on the basis of security by way of pledge of shares, debentures<br />
and other securities.<br />
13. The provisions of any special statute applicable to chit fund / mutual benefit fund / societies<br />
are not applicable to the company.<br />
14. As the Company is not dealing or trading in shares, debentures and other investments<br />
paragraph (xiv) of the Companies (Auditors <strong>Report</strong>) Order. 2003 is not applicable to the<br />
company for the year.<br />
: : 30 : :
15. In my opinion and according to the information and explanation given to us, the terms and<br />
conditions on which the company has given guarantee for loan taken by other company<br />
from bank are not prejudicial to the interest of the company.<br />
16. The company has not raised any new term loans during the year. The term loans outstanding<br />
at the beginning of the year have been applied for the purposes for which they were<br />
raised.<br />
17. According to the information and explanations give to us and an overall examination of the<br />
balance sheet of the company, we report that no funds raised on a short-term basis which<br />
have been used for long-term investment, and vice versa.<br />
18. The Company has not issued any debentures during the year and therefore paragraph<br />
4(xix) of the order is not applicable.<br />
19. The Company had made preferential allotment of shares to parties and companies covered<br />
in the register maintained under Section 301 of the Companies Act during the year and the<br />
price at which the shares have been issued is not prejudicial to the interest of the Company.<br />
20. In our opinion, and according to the information and explanations given to us and as far as<br />
we could ascertain no personal expenses have been charged to the revenue account.<br />
21. In our opinion, and according to the information and explanations given to us, the Company<br />
is not covered within the definition of Sick Industrial Company as contained in Section 3(I)<br />
(O) of the Sick Industrial Companies (Special Provisions) Act. 1985.<br />
22. According to the information and explanations given to us there were no damaged goods<br />
in the case of goods purchased for re-sale.<br />
23. During the course of my examinations of the books and records of the company, carried<br />
out in accordance with the generally accepted auditing practices in India, and according to<br />
the information and explanations given to me, I have neither come across any instance of<br />
fraud on or by the company, noticed or reported during the year, nor have I been informed<br />
of such case by the management.<br />
For T. RAGHAVENDRA & ASSOCIATES<br />
Chartered Accountants<br />
Place : Hyderabad<br />
Date : 10.12.2008<br />
T. RAGHAVENDRA<br />
: : 31 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
BALANCE SHEET AS AT 30TH SEPTEMBER, 2008<br />
: : 32 : :<br />
(Amount in Rupees)<br />
As At<br />
As At<br />
Particulars Sch. 30.09.2008 30.06.2007<br />
Ref. (15 Months) (12 Months)<br />
SOURCES OF FUNDS<br />
1 Shareholders’ Funds<br />
A) Share Capital 1 1,482,030,720 1,083,238,190<br />
B) Share Application Money — 100,450,000<br />
C) Reserves And Surplus 2 3,471,713,797 2,819,729,002<br />
Sub-total 4,953,744,517 4,003,417,192<br />
2 Deferred Tax Liability 334,671,330 312,296,330<br />
3 Loan Funds<br />
A) Secured Loans 3 1,575,689,355 1,725,474,458<br />
B) Unsecured Loans — —<br />
Sub-total 1,575,689,355 1,725,474,458<br />
Total 6,864,105,202 6,041,187,980<br />
APPLICATION OF FUNDS<br />
1 Fixed Assets 4<br />
A) Gross Block 3,411,030,658 3,014,466,106<br />
Less : Depreciation 1,394,237,776 1,173,951,998<br />
Net Block 2,016,792,882 1,840,514,108<br />
B) Capital Work In Progress 116,342,029 98,470,076<br />
2,133,134,911 1,938,984,184<br />
2 Investments 5 100,774,245 14,944,980<br />
3 Current Assets, Loans And Advances<br />
A. Current Assets<br />
A) Inventories 6 1,032,925,644 403,680,644<br />
B) Sundry Debtors 7 2,313,198,336 2,947,037,526<br />
C) Cash And Bank Balances 8 654,691,596 15,956,563<br />
B. Loans And Advances 9 2,197,299,768 1,796,110,634<br />
Sub-total 6,198,115,344 5,162,785,367<br />
Less:Current Liabilities And Provisions 10<br />
A. Current Liabilities 1,528,875,497 997,335,111<br />
B. Provisions 39,043,801 78,191,440<br />
Sub-total 1,567,919,298 1,075,526,551<br />
Net Current Assets 4,630,196,046 4,087,258,816<br />
Total 6,864,105,202 6,041,187,980<br />
Accounting Policies 17<br />
Notes on Accounts 18<br />
Schedules 1 to 10, 17 & 18 Refered to above an integral part of this Balance Sheet<br />
As per our report of even date<br />
For and on behalf of the Board<br />
T. Raghavendra & Associates<br />
Chartered Accountant<br />
T. Raghavendra Y.S. Chowdary G. Srinivasa Raju<br />
Chairman Managing Director<br />
Place: Hyderabad Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008 Date : 10.12.2008 Company Secretary
PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 30TH SEPTEMBER, 2008<br />
(Amount in Rupees)<br />
For The<br />
For The<br />
Sch. Year Ended Year Ended<br />
Particulars Ref. 30.09.2008 30.06.2007<br />
(15 Months) (12 Months)<br />
I<br />
II<br />
INCOME<br />
Sales 11 11,728,392,204 9,090,791,756<br />
Other Income 12 81,540,398 49,021,719<br />
Increase/(Decrease) In Stocks 13 607,226,678 255,827,202<br />
Total 12,417,159,280 9,395,640,677<br />
Expenditure<br />
Material Consumed And Bought Out Goods 14 11,097,904,783 8,334,425,433<br />
Manufacturing, Administrative And<br />
Selling Expenses 15 339,562,423 273,725,127<br />
Depreciation 279,619,076 210,614,563<br />
Financial Expenses 16 354,560,110 238,515,848<br />
: : 33 : :<br />
12,071,646,392 9,057,280,971<br />
III Profit before Taxation 345,512,888 338,359,706<br />
Profit Before Taxation 345,512,888 338,359,706<br />
A) Provision For Income Tax 34,500,000 74,790,268<br />
B) Provision For Deferred Tax Liability 22,375,000 37,975,808<br />
C) Provision For Dividend Tax 517,692 414,032<br />
C) Provision For Fringe Benefit Liability 980,859 550,940<br />
PROFIT AFTER TAXATION 287,139,337 224,628,658<br />
IV Add/(Less):Prior Year Adjustments/<br />
Exordinary Exp.: (57,405,001) (6,612,414)<br />
Add:Balance Of Profit Brought Forward 1,227,215,123 1,011,635,079<br />
From Earlier Years<br />
V PROFIT AVAILABLE FOR APPROPRIATION 1,456,949,459 1,229,651,323<br />
Proposed Dividend On Cumulative 3,045,250 2,436,200<br />
Redeemable Preference Shares<br />
VI BALANCE OF PROFIT 1,453,904,209 1,227,215,123<br />
Accounting Policies 17<br />
Notes on Accounts 18<br />
Nominal Value of each Share in Rupees 10 10<br />
Schedules 11 to 18 Refered to above form an integral part of this Profit & Loss Account<br />
As per our report of even date<br />
For and on behalf of the Board<br />
T. Raghavendra & Associates<br />
Chartered Accountant<br />
T. Raghavendra Y.S. Chowdary G. Srinivasa Raju<br />
Chairman Managing Director<br />
Place: Hyderabad Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008 Date : 10.12.2008 Company Secretary
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
SCHEDULES FORMING PART OF BALANCE SHEET AS AT 30.09.2008<br />
(Amount in Rupees)<br />
Particulars As At As At<br />
30.09.2008 30.06.2007<br />
SCHEDULE - 1<br />
Share Capital<br />
Authorised<br />
13,00,00,000 Equity Shares of Rs. 10/ Each 1,300,000,000 1,300,000,000<br />
25,00,000 Cumulative Redemable Preference 250,000,000 250,000,000<br />
Shares of Rs.100/-each<br />
1,550,000,000 1,550,000,000<br />
Issued And Subscribed<br />
12,38,41,072 Equity Shares of Rs.10/- Each 1,238,410,720 839,618,190<br />
(Previous Year 8,39,61,819 Equity Shares)<br />
24,36,200 Cumulative Redemable Preference 243,620,000 243,620,000<br />
Shares of Rs.100/- Each<br />
1,482,030,720 1,083,238,190<br />
Paid-up<br />
12,38,41,072 Equity Shares of Rs.10/- Each 1,238,410,720 839,618,190<br />
(Previous Year 8,39,61,819 Equity Shares)<br />
24,36,200 Cumulative Redemable Preference 243,620,000 243,620,000<br />
Shares Of Rs.100/- Each<br />
Total 1,482,030,720 1,083,238,190<br />
SCHEDULE - 2<br />
Reserves And Surplus<br />
1. Capital Reserve 2,000,000 2,000,000<br />
2. General Reserve 166,782,657 166,782,657<br />
3. Profit and Loss Account 1,453,904,209 1,227,215,123<br />
4. Share Premium Account 1,847,036,584 1,421,305,798<br />
(Net of GDR Issue Expenses)<br />
5. Revaluation Reserve 1,990,347 2,425,424<br />
Total 3,471,713,797 2,819,729,002<br />
SCHEDULE - 3<br />
Secured Loans<br />
1. Term Loan 660,578,105 1,237,373,630<br />
2. Working Capital Loan 911,375,542 486,923,090<br />
3. H P Loans 3,735,708 1,177,738<br />
Total 1,575,689,355 1,725,474,458<br />
: : 34 : :
SCHEDULE - 4 : FIXED ASSETS<br />
GROSS BLOCK DEPRECIATION NET BLOCK<br />
PARTICULARS As on As on Upto For the on Upto As on As on<br />
01.07.2007 Additions Deletions 30.09.2008 01.07.2007 year deletions 30.09.2008 30.09.2008 30.06.2007<br />
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.<br />
1. Land 8,116,261 — — 8,116,261 — — — — 8,116,261 8,116,261<br />
2. Buildings 112,866,087 1,719,620 — 114,585,707 36,914,541 4,749,767 — 41,664,308 72,921,399 75,951,546<br />
3. Plant & Machinery 2,773,379,079 574,766,250 190,519,709 3,157,625,621 1,060,850,182 264,726,795 60,464,653 1,265,112,324 1,892,513,297 1,712,528,897<br />
4. Electrical Installations 43,246,506 4,848,441 — 48,094,947 25,104,454 4,265,236 — 29,369,690 18,725,257 18,142,052<br />
5. Office Equipments 24,996,327 255,128 — 25,251,455 15,701,008 2,604,897 — 18,305,905 6,945,550 9,295,319<br />
6. Testing Equipment 10,104 — — 10,104 7,612 40 — 7,652 2,452 2,492<br />
7. Erp 20,000,000 — — 20,000,000 20,000,000 — — 20,000,000 — —<br />
8. Furniture & Fixtures 8,378,735 76,400 — 8,455,135 3,714,096 638,681 — 4,352,777 4,102,358 4,664,639<br />
9. Vehicles 23,121,353 5,418,422 — 28,539,775 11,454,755 3,052,068 — 14,506,823 14,032,952 11,666,595<br />
10.Mis. Equipments 351,654 — — 351,654 205,346 16,668 — 222,014 129,640 146,310<br />
T O T A L 3,014,466,106 587,084,261 190,519,709 3,411,030,659 1,173,951,994 280,054,152 60,464,653 1,393,541,493 2,017,489,166 1,840,514,111<br />
Less : Revaluation Reserve 435,076<br />
written back 279,619,076<br />
: : 35 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
SCHEDULES FORMING PART OF BALANCE SHEET AS AT 30.09.2008<br />
(Amount in Rupees)<br />
Particulars As At As At<br />
30.09.2008 30.06.2007<br />
SCHEDULE - 5<br />
INVESTMENTS<br />
In Subsidiary Companies (Unquoted)<br />
PAC Ventures Pte. Ltd. Singapore 84,891,905 2,112,480<br />
Nuance Holdings Limited, Hong Kong 2,602,564 —<br />
Sun Trading Ltd., Cayman Islands 447,276 —<br />
<strong>Sujana</strong> Holdings Ltd., Dubai 12,832,500 12,832,500<br />
100,774,245 14,944,980<br />
SCHEDULE - 6<br />
INVENTORIES (as taken, Valued and Certified<br />
by the Management)<br />
1. Raw Material 95,616,600 65,132,194<br />
2. Semi-Finished Goods 8,594,408 4,882,701<br />
3. Finished Goods 918,228,979 314,714,008<br />
4. Stock of Consumables 10,485,657 18,951,741<br />
Total 1,032,925,644 403,680,644<br />
SCHEDULE - 7<br />
SUNDRY DEBTORS (Unsecured-Considered Good)<br />
1. Debts Outstanding not more<br />
Than Six Months 2,283,809,841 2,917,609,960<br />
2. Other Debts 29,388,495 29,427,566<br />
Total 2,313,198,336 2,947,037,526<br />
SCHEDULE - 8<br />
CASH AND BANK BALANCES<br />
1. Cash on Hand 13,326,273 4,086,856<br />
2. Balances with Schedule Banks 287,789 147,325<br />
- In Current Accounts 1,271,761 800,889<br />
- At Euram Bank, Vienna 639,678,594 9,185,143<br />
- As Margin Money 127,179 1,736,350<br />
Total 654,691,596 15,956,563<br />
: : 36 : :
SCHEDULES FORMING PART OF BALANCE SHEET AS AT 30.09.2008<br />
(Amount in Rupees)<br />
Particulars As At As At<br />
30.09.2008 30.06.2007<br />
SCHEDULE - 9<br />
LOANS AND ADVANCES<br />
(Unsecured-considered Good)<br />
1. Advance to Suppliers 870,777,331 744,481,760<br />
2. Advance to Staff 2,550,942 3,196,014<br />
3. Other Advances 1,133,043,705 868,685,869<br />
4. Advances to Subsidiary Companies 49,654,150 137,957,170<br />
5. Deposits 121,510,273 35,804,407<br />
6. Prepaid Expenses 119,610 163,368<br />
7. Excise Balance 16,699,674 3,215,288<br />
8. Tax Deducted at Source 2,944,083 2,606,758<br />
Total 2,197,299,768 1,796,110,634<br />
SCHEDULE - 10<br />
CURRENT LIABILITIES AND PROVISIONS<br />
A. Current Liabilities<br />
1. Creditors for Supplies and Others 1,158,465,138 751,397,281<br />
2. Creditors for Services and Expenses 140,844,216 84,968,000<br />
3. Other Liabilities 152,451,108 74,638,980<br />
4. Advance from Customers 39,822,094 56,440,071<br />
5. Interest Accrued but not Due 24,037,295 28,234,074<br />
6. Capital Creditors 10,563,463 -<br />
7. TDS Payable 2,692,183 1,656,705<br />
Sub-Total 1,528,875,497 997,335,111<br />
B. PROVISIONS<br />
1. Proposed Dividends 3,045,250 2,436,200<br />
2. Provision for Income-Tax 34,500,000 74,790,268<br />
3. Provision for Dividend Tax 517,692 414,032<br />
4. Provision for Fringe Benefit Tax 980,859 550,940<br />
Sub-Total 39,043,801 78,191,440<br />
Total 1,567,919,298 1,075,526,551<br />
: : 37 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 30.09.2008<br />
(Amount in Rupees)<br />
Particulars For The For The<br />
Year Ended<br />
Year Ended<br />
30.09.2008 30.06.2007<br />
SCHEDULE-11<br />
Sales<br />
1. Sales - Indigenous 10,472,844,670 8,364,598,395<br />
- Exports 1,255,547,534 726,193,361<br />
Total 11,728,392,204 9,090,791,756<br />
SCHEDULE-12<br />
Other Income<br />
1. Interest Earned 24,786,649 25,935,542<br />
2. Jobwork Income 10,709,458 9,003,356<br />
3. Miscellaneous Income 208,222 5,129,821<br />
4. Excess Provisions made Written Back 20,767,791 6,915,019<br />
5. Rent Received 135,000 —<br />
6. Commissions Received 406,962 2,037,981<br />
7. Profit on Sale of Assets 319,074 —<br />
8. Foreign Exchange Fluctuations 24,207,242 —<br />
Total 81,540,398 49,021,719<br />
SCHEDULE - 13<br />
Increase/(Decrease) In Stocks<br />
Opening Stock<br />
1. Finished Goods 314,714,008 58,446,251<br />
2. Semi-Finished Goods 4,882,701 5,323,256<br />
Sub-Total 319,596,709 63,769,507<br />
Closing Stock<br />
1. Finished Goods 918,228,979 314,714,008<br />
2. Semi-Finished Goods 8,594,408 4,882,701<br />
Sub-Total 926,823,387 319,596,709<br />
Increase/(Decrease) In Stocks 607,226,678 255,827,202<br />
SCHEDULE - 14<br />
Material Consumed And Bought-out Goods<br />
Opening Stock of Material 84,083,935 73,961,526<br />
Add: Purchase of Material 2,737,364,945 8,344,547,842<br />
2,821,448,880 8,418,509,368<br />
Less: Closing Stock of Material 106,102,257 84,083,935<br />
Raw Material Consumed 2,715,346,623 8,334,425,433<br />
Add: Bought out Goods 8,382,558,160 —<br />
Total Materials Consumed 11,097,904,783 8,334,425,433<br />
Total 11,097,904,783 8,334,425,433<br />
: : 38 : :
SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 30.09.2008<br />
(Amount in Rupees)<br />
Particulars For The For The<br />
Year Ended<br />
Year Ended<br />
30.09.2008 30.06.2007<br />
SCHEDULE - 15<br />
Manufacturing, Administrative And Selling Expenses<br />
Power and Fuel 166,649,316 108,451,521<br />
Machinery Maintainance 5,328,688 5,979,210<br />
Job Work Expenses 21,042,727 6,327,208<br />
Staff and Workers Welfare 1,752,241 2,241,377<br />
Repairs to Buildings 249,287 594,453<br />
Salaries and Wages 39,081,083 33,473,319<br />
Bonus to Employees 1,909,267 826,885<br />
Director’s Remuneration 6,495,000 312,147<br />
Contribution to ESI and PF 2,360,779 1,030,581<br />
Insurance 851,220 1,624,574<br />
Printing and Stationery 1,090,608 1,093,580<br />
Postage, Telegrams and Telephones 2,201,738 1,813,298<br />
Travelling and Conveyance - General 4,009,560 3,128,788<br />
Travelling and Conveyance - Directors 414,499 190,816<br />
Travelling - Foreign 14,400 49,313<br />
Professional Charges 34,371,556 15,446,623<br />
Rent, Rates & Taxes 3,740,044 5,099,405<br />
Auditors Remuneration<br />
- Audit Fees 125,000 75,000<br />
- Tax Audit Fees 25,000 15,000<br />
- Others 44,944 —<br />
Foreign Exchange Fluctuations — 54,446,190<br />
Miscellaneous Expenses 21,851,266 5,585,256<br />
Carriage Outwards 3,318,604 1,269,635<br />
Commission & Discount 468,508 1,410,292<br />
Meeting and Conference Expenses 254,567 193,833<br />
Advertisement Expenses 3,648,462 12,305,032<br />
Business Development Expenses 1,302,736 1,232,673<br />
GDR Issue Expenses — 9,509,118<br />
Loss on Sale of Fixed Assets 16,961,323 —<br />
Total 339,562,423 273,725,127<br />
SCHEDULE - 16<br />
Financial Expenses<br />
Bank Charges 18,867,183 12,960,523<br />
Interest on Term Loans 234,327,656 185,393,620<br />
Interest on Working Capital Loan 59,707,881 11,362,950<br />
Interest to Others 18,663,620 1,459,087<br />
Other Financial Charges 22,993,771 27,339,667<br />
Total 354,560,111 238,515,847<br />
: : 39 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
SCHEDULE 17:<br />
SIGNIFICANT ACCOUNTING POLICIES<br />
1. Basis of Preparation of Financial Statements<br />
The financial statements have been prepared and presented under the historical cost<br />
convention on the accrual basis of accounting in accordance with the Generally Accepted<br />
Accounting Principles (GAAP) in India and comply with the Accounting Standards ("AS")<br />
issued by the Institute of Chartered Accountants of India ("ICAI") and also in Accordance<br />
with the Accounting Standards notified under Section 211 (3C) of the Companies Act,<br />
1956 and other relevant provisions of the Companies Act, 1956, to the extent applicable.<br />
The financial statements are presented in Indian rupees.<br />
2. Use of Estimates<br />
The preparation of financial statements in conformity with Indian GAAP requires management<br />
to make estimates and assumptions that affect the reported amounts of assets and liabilities<br />
and disclosure of contingent liabilities on the date of the financial statements. Actual results<br />
could differ from those estimates. Any revision to accounting estimates is recognised<br />
prospectively in current and future periods.<br />
3. Fixed Assets and Depreciation<br />
Fixed assets are carried at cost of acquisition less accumulated depreciation. The cost of<br />
fixed assets comprises the purchase price (net of rebates and discounts) and any other<br />
directly attributable costs of bringing the assets to working condition for their intended<br />
use. Borrowing costs directly attributable to acquisition of those fixed assets which<br />
necessarily take a substantial period of time to get ready for their intended use are<br />
capitalized.<br />
Advances paid towards acquisition of Fixed Assets outstanding at each Balance Sheet date<br />
and the cost of Fixed assets not ready for their intended use before such date are disclosed<br />
as capital work-in-progress.<br />
Depreciation on fixed assets is provided using the straight-line method as per the rates<br />
prescribed in Schedule XIV to the Companies Act, 1956. The rates of depreciation prescribed<br />
in Schedule XIV to the Companies Act, 1956 are considered as minimum rates. If the<br />
management's estimate of the useful life of a Fixed Asset at the time of acquisition of the<br />
Asset or of the remaining useful life on a subsequent review, is shorter than envisaged in<br />
the aforesaid schedule, depreciation is provided at a higher rate based on the management's<br />
estimate of the useful life / remaining useful life.<br />
Depreciation is calculated on a pro-rata basis from/upto the date the assets are purchased<br />
/sold. An amount of Rs.6,96,283 being the depreciation amount on revalued assets in the<br />
earlier years has been reduced from Depreciation reserve and revaluation reserve.<br />
4. Investments<br />
Investments are classified as current or long-term in accordance with Accounting Standard<br />
13 on "Accounting for Investments.<br />
Current Investments are stated at lower of cost and fair value. Any reduction in the carrying<br />
amount and any reversals of such reductions are charged or credited to the Profit and Loss<br />
Account.<br />
: : 40 : :
The investments in fully owned subsidiaries are carried out at the cost of acquisition as the<br />
same are long term investments.<br />
5. Revenue Recognition<br />
Revenue is recognized when it is earned and to the extent that it is probable that the<br />
economic benefits will flow to the company and the revenue can be reliably measured.<br />
Revenue from sale of goods is recognized on delivery of the products, when all significant<br />
contractual obligations have been satisfied, the property in the goods is transferred for a<br />
price, significant risks and rewards of ownership are transferred to the customers and no<br />
effective ownership is retained.<br />
Sales are net of sales returns and trade discounts. Export turnover includes related export<br />
benefits. Excise duty and VAT are recovered is presented as a reduction from Gross turnover.<br />
Interest revenue on Fixed Deposits are recognized on accrual basis.<br />
6. Inventories<br />
Inventories are valued at the lower of Cost and Net Realizable value. Cost of Inventories<br />
comprise all costs of purchase, costs of conversion and other costs incurred in bringing the<br />
inventories to their present location and condition.<br />
Cost is arrived at,<br />
a) In case of Raw materials and other trading products on weighted average cost method.<br />
b) In case of stores and spares on weighted average cost method.<br />
c) In case of Work in Process and Finished Goods, includes material cost, labour,<br />
manufacturing overheads. Excise duty in respect of finished goods lying within the<br />
factory is excluded in valuation of Inventories.<br />
Net realizable value is the estimated selling price in the ordinary course of business,<br />
Less estimated costs of completion to make the sell.<br />
7. Employee Benefits<br />
Short-term employee benefits (benefits which are payable within twelve months after the<br />
end of the period in which the employees render service) are measured at cost.<br />
Long-term employee benefits (benefits which are payable after the end of twelve months<br />
from the end of the period in which the employees render service) and post employment<br />
benefits (benefits which are payable after completion of employment) are measured on a<br />
discounted basis by the Projected Unit Credit Method on the basis of annual third party<br />
actuarial valuations.<br />
Contributions to Provident Fund, a defined contribution plan are made in accordance with<br />
the statute, and are recognized as an expense when employees have rendered service<br />
entitling them to the contributions.<br />
The gratuity benefit obligations recognized in the Balance Sheet represents the present<br />
value of the obligations as reduced by the fair value of plan assets. Any asset resulting<br />
from this calculation is limited to the discounted value of any economic benefits available<br />
in the form of refunds from the plan or reductions in future contributions to the plan.<br />
: : 41 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
The Company has provided an amount of Rs.11.82 lakhs towards gratuity which is higher<br />
than the Actuarial valuation.<br />
8. Foreign Currency Transactions<br />
Foreign currency transactions are recorded in the reporting currency at the exchange<br />
rates prevailing on the date of the transaction.<br />
Exchange differences arising on the settlement of monetary items or on reporting company's<br />
monetary items at rates different from those at which they were initially recorded during<br />
the year, or reported in previous financial statements, are recognized as income or as<br />
expenses in the year in which they arise<br />
Non-monetary items such as investments are carried at historical cost using the exchange<br />
rates on the date of the transaction.<br />
Closing Monetary Foreign Current assets and current liabilities have been re-instated in<br />
the reporting currency at the exchange rate prevailing on Balance Sheet date, in accordance<br />
with Accounting Standard 11 on "The Effects of changes in Foreign Exchange Rates" The<br />
difference arising on these transactions being charged/revenue to Profit and Loss Account.<br />
9. Taxes on Income<br />
Income taxes are accounted for in accordance with Accounting Standard 22 on "Accounting<br />
for Taxes on Income". Taxes comprise both current and deferred tax. Current tax is measured<br />
at the amount expected to be paid/recovered from the revenue authorities, using the<br />
applicable tax rates and laws.<br />
Minimum alternate tax (MAT) paid in accordance with the tax laws, which gives rise to<br />
future economic benefits in the form of adjustment of future income tax liability, is considered<br />
as an asset if there is convincing evidence that the Company will pay normal tax after the<br />
tax holiday period. Accordingly, it is recognized as an asset in the balance sheet when it is<br />
probable that the future economic benefit associated with it will flow to the Company and<br />
the asset can be measured reliably.<br />
The tax effect of the timing differences that result between taxable income and accounting<br />
income and are capable of reversal in one or more subsequent periods are recorded as a<br />
deferred tax asset or deferred tax liability.<br />
Deferred tax assets and liabilities are recognized for future tax consequences attributable<br />
to timing differences. They are measured using the substantively enacted tax rates and<br />
tax regulations.<br />
The carrying amount of deferred tax assets at each balance sheet date is reduced to the<br />
extent that it is no longer reasonably certain that sufficient future taxable income will be<br />
available against which the deferred tax asset can be realized.<br />
Fringe Benefit Tax (FBT) payable under the provisions of section 115WC of the Income Tax<br />
Act, 1961 is in accordance with the Guidance Note on "Accounting for Fringe Benefits Tax"<br />
issued by the ICAI regarded as an additional income tax and considered in determination<br />
of profits for the year.<br />
Tax on distributed profits payable in accordance with the provisions of Section 115O of the<br />
Income Tax Act, 1961 is in accordance with the Guidance Note on "Accounting for Corporate<br />
Dividend Tax" regarded as a tax on distribution of profits and is not considered in<br />
determination of profits for the year.<br />
: : 42 : :
10. Earnings per Share<br />
The Company reports basic and diluted Earnings Per Share (EPS/DEPS) in accordance with<br />
Accounting Standard 20 on "Earnings per share". Basic EPS is computed by dividing the<br />
net profit or loss for the year by the weighted average number of equity shares outstanding<br />
during the year.<br />
Diluted EPS is computed by dividing the net profit or loss for the year by the weighted<br />
average number of equity shares outstanding during the year as adjusted for the effects of<br />
all dilutive potential equity shares from the exercise of Convertible Share Warrants of unissued<br />
share capital, except where the results are anti-dilutive.<br />
11. Leases<br />
Leases under which the Company assumes substantially all the risks and rewards of<br />
ownership are classified as finance leases. Such assets acquired on or after 1 April 2001<br />
are capitalized at the fair value or the present value of minimum lease payments at the<br />
inception of the lease, whichever is lower.<br />
Lease income from assets given on operating lease is recognized as income in the statement<br />
of Profit & Loss account. Lease payments for assets taken on operating lease are recognized<br />
as expense in the statement of Profit & Loss account.<br />
12. Segment <strong>Report</strong>ing<br />
Disclosure is made as per the requirements of the standard. Details have furnished under<br />
item No.18 of Schedule 18 Notes on Accounts.<br />
13. Impairment of assets<br />
The Company assesses at each Balance Sheet date whether there is any indication that<br />
any assets forming part of its cash generating units may be impaired. If any such indication<br />
exists, the Company estimates the recoverable amount of the asset. If such recoverable<br />
amount of the asset or the recoverable amount of the cash generating unit to which the<br />
asset belongs to is less than its carrying amount, the carrying amount is reduced to its<br />
recoverable amount. The reduction is treated as an impairment loss and is recognized in<br />
the Profit and Loss Account. If at the Balance Sheet date, there is an indication that a<br />
previously assessed impairment loss no longer exists, the recoverable amount is re-assessed<br />
and the asset is reflected at the re-assessed recoverable amount subject to a maximum of<br />
depreciated historical cost.<br />
14. Provision for Doubtful Debts /Advances<br />
Provision for Doubtful Debts/ Advances are made when there is uncertainty of realization<br />
of debts which are long outstanding. All debts which are over and above one year are<br />
provided in full unless there is certainty of its recovery.<br />
In addition to the above, provision is also made in respect of dues in respect of which suits<br />
are filed.<br />
Writing off doubtful debts/advances are made when the un-realisability is established.<br />
15. Provisions and Contingent Liabilities<br />
Contingent liabilities as defined in Accounting Standard (AS) 29 on "Provisions, Contingent<br />
Liabilities and Contingent Assets" are disclosed by way of notes to the accounts. Provision<br />
is made if it is probable that an outflow of future economic benefits will be required for an<br />
Item previously dealt with as a contingent liability<br />
: : 43 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
16. Cash flow statement has been prepared under indirect method.<br />
17. Borrowing cost<br />
All borrowing costs are charged to revenue except to the extent they are attributable to<br />
qualifying assets which are capitalised. During the period under review there was no<br />
borrowing attributable to qualifying assets and hence no borrowing cost was capitalized<br />
18. Related party disclosure<br />
Disclosure is made as per the requirements of the standard and as per the clarifications<br />
issued by the Institute of chartered Accountants of India under Item No.9 of Schedule 18<br />
Notes on Accounts.<br />
19. Consolidated financial statements<br />
Consolidated financial statements of the company and its wholly owned subsidiaries (Pac<br />
Ventures Pte.Ltd., Singapore & <strong>Sujana</strong> Holdings Ltd., Dubai, Nuance Holdings, Hong Kong)<br />
AND Sun Trading Limited are enclosed.<br />
20. Interim Financial <strong>Report</strong>ing<br />
Quarterly financial results are published in accordance with the requirement of listing<br />
agreement with stock exchanges. The recognition and measurement principle as laid down<br />
in the standard have been followed in the preparation of these results.<br />
SCHEDULE: 18<br />
NOTES ON ACCOUNTS:<br />
01. The Long Term Loans sanctioned by IDBI Bank Ltd. of Rs 7210.00 lakhs secured by the<br />
first charge on the entire assets of the Company both present and future ranking parripassu<br />
with the charges already created in favour of existing term lenders and second charge on<br />
all the current assets of the company present and future and further secured by the<br />
guarantees of Sri.Y.S.Chowdary, Chairman, Sri.G.Srinivasa Raju in their personal capacities<br />
and Corporate Guarantee of M/s <strong>Sujana</strong> Metal Products Limited.<br />
02. During the period the Company had converted the Optionally Fully Convertible Debentures<br />
(OFCD) of Rs.1200 lakhs into Equity Shares of the company as per the SEBI guide lines.<br />
The total Liability of term loan of Rs. 3726.33 lakhs to IFCI was repaid during the period<br />
and the Securities are yet to be released by IFCI.<br />
03. The Working Capital Loan of Rs. 132.20 cr. (under interchangeability) from Bank of Baroda,<br />
Chennai, Bank of India , Chennai and IDBI Bank Ltd, Hyderabad is secured by hypothecation<br />
of all stocks of Raw Materials, Work In Progress, Finished Goods, Stores & Spares, Book<br />
Debts, Other Current Assets and further secured by the personal guarantees of Sri.Y. S.<br />
Chowdary, Chairman of the Company, Sri.G.Srinivasa Raju, Director of the Company jointly<br />
and severally and are also secured by Corporate Guarantee of <strong>Sujana</strong> Metal Products Ltd.<br />
The said Loan is further secured by the second charge on all the fixed assets of the Company.<br />
04. Depreciation on the amount enhanced over the original cost due to revaluation of some of<br />
the fixed assets done during the year 1992-93 has been calculated for the year on the<br />
same basis as provided on the original cost. The amount of depreciation arising due to<br />
revaluation of fixed assets has been adjusted to revaluation reserve.<br />
: : 44 : :
05. Contingent Liabilities not provided for in respect of<br />
PARTICULARS 2007-08 2006-07<br />
1. Estimated amount of contracts remain to be 275.00 —<br />
executed during the year (approx) in respect<br />
of Casting Division (Rs. Lakhs)<br />
Bank Guarantees / Counter Guarantees given to — —<br />
Bank of Baroda: Guarantee executed in 8.00 —<br />
favour of Commissioner Central Excise (Rs.<br />
Lakhs)<br />
Financial Institutions — —<br />
INR (Rs. Lakhs) / in US $ — —<br />
b) Standby Letters of Credit issued by Banks<br />
INR (Rs. Lakhs) / in — 4073.60<br />
CHF (millions) — 12.00<br />
c) Corporate Guarantees furnished on behalf of<br />
<strong>Sujana</strong> Metal Products Ltd. 10996.65 10996.65<br />
d) Joint Corporate Guarantee executed by the Company US $ 85 US $ 85<br />
along with <strong>Sujana</strong> Metal Products Ltd.(SMPL), MILLIONS MILLIONS<br />
<strong>Sujana</strong> Towers Ltd.(STL) in favour of <strong>Sujana</strong> Holding<br />
Limited, Dubai and Alpha Ventures Ltd. wholly<br />
owned Subsidiaries <strong>SUIL</strong> and SMPL respectively.<br />
e) Corporate Guarantee executed in favour of CFIST Inc. US $ —<br />
USA on behalf of wholly owned subsidiary Company 9.9626<br />
M/s Pac Ventures Pte. Ltd., Singapore<br />
Millions<br />
d. Claims against the Company not acknowledged as debt. : NIL<br />
06. Management perception for audit observation No.9 (b) regarding dues payable to:<br />
i. The Income tax Department has passed consequential orders upto the assessment<br />
year 2005-06 for Rs.185.09 lakhs and for which the company has preferred appeal<br />
with ITAT.<br />
ii. The Commercial Tax department has raised a demand for Rs. 3099.49 lakhs on the<br />
company towards sales tax arrears in excess of the actual liability against which the<br />
company has preferred an appeal before Commissioner (Appeals), Commercial Taxes.<br />
The appeal before Sales Tax authorities was upheld and the company is awaiting the<br />
release of deposit of Rs.200 lakhs.<br />
iii. The Customs and Central Excise Department has raised a demand for Rs. 570.36<br />
lakhs on the company for arrears in excess of the actual liability against which the<br />
company has preferred an appeal before CESTAT. The Company had deposited Rs.2.50<br />
lakhs and obtained stay.<br />
The Management is hopeful of getting the verdict in their favour.<br />
07. The investments in fully owned subsidiaries at Dubai, Singapore and Cayman Islands are<br />
at cost of acquisition as on the reporting date of Financial Statements. The market value of<br />
: : 45 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
investments made in Subsidiary Companies as on the balance sheet date is Rs.1007.74<br />
lakhs only. The diminution on account of FE fluctuations, in value of investments are not<br />
accounted for in the accounts.<br />
08. Disclosure made in terms of Clause 32 of the Listing Agreement with Stock Exchanges.<br />
S.No In the Disclosures of amounts at the year end and the maximum amount of<br />
accounts of<br />
loans/advances/ investments outstanding during the year.<br />
<strong>Sujana</strong> Pac <strong>Sujana</strong> Nuance Sun Trading<br />
Universal Ventures Holdings Holdings Ltd.<br />
Industries Pte.Ltd Ltd., Ltd., Cayman<br />
Limited Dubai Hong Kong Islands<br />
Parent Co. Subsidiary Subsidiary Subsidiary Subsidiary<br />
a. Loans and advances in the nature of loans to subsidiaries by name and amount (Rs.lakhs)<br />
<strong>Sujana</strong> Universal<br />
Not<br />
Industries Limited applicable Nil Nil Nil Rs. 496.54<br />
(Parent Company)<br />
b. Loans and advances in the nature of loans to associates by name and amount : NIL<br />
c. Loans and advances in the nature of loans where there is no repayment schedule or<br />
payment beyond seven years or no interest or interest below section 372A of Companies<br />
Act by name and amount. -NILd.<br />
Loans and advances in the nature of loans to firms/companies in which directors are<br />
interested by name and amount. -NIL-<br />
1. Disclosures as applicable to the parent company in the accounts of subsidiary company.<br />
a. Loans and advances in the nature of loans to Parent Company by name and amount<br />
(Rs. lakhs)<br />
Pac Ventures Pte. Rs.573.60 Not applicable nil nil nil<br />
Limited, Singapore<br />
2. Investments by the loanee in the shares of parent company and subsidiary company,<br />
when the company has made a loan or advance in the nature of loan. - NIL--<br />
09. The following are the related parties as defined in Accounting Standard 18 of The Institute<br />
of Chartered Accountants of India.<br />
List of Related Parties and Relationships:<br />
A). Enterprises Where Control Exists:<br />
Holding/Subsidiaries and Fellow Subsidiaries<br />
Relationship<br />
: : 46 : :
A). Overseas Subsidiaries<br />
1). Pac Ventures Pte. Ltd., Wholly Owned Subsidiary<br />
2). <strong>Sujana</strong> Holdings Ltd., Wholly Owned Subsidiary<br />
3). Nuance Holdings Ltd., Wholly Owned Subsidiary<br />
4). Sun Trading Limited Wholly Owned Subsidiary<br />
B). Key Management Personnel<br />
1). Mr. Y.S.Chowdary Chairman<br />
2). Mr. G. Srinivasa Raju Managing Director<br />
3). Mr. S. Hanumantha Rao Director of Finance<br />
C). Enterprises over which Key Management personnel exercises significant Influence<br />
1). <strong>Sujana</strong> Towers Ltd<br />
2). <strong>Sujana</strong> Universal Industries Ltd.<br />
3). <strong>Sujana</strong> Finance and Trading Pvt. Ltd.<br />
4). <strong>Sujana</strong> Holdings Ltd.<br />
5). <strong>Sujana</strong> Projects Ltd.<br />
6). <strong>Sujana</strong> Energy Pvt Ltd.<br />
7). <strong>Sujana</strong> Transmissions Ltd.<br />
8). Yalamanchili Finance and Trading Pvt Ltd.<br />
9). Foster Infin & Trading Ltd.<br />
10). Y.S.Consultancy Services Pvt Ltd.<br />
11). Kakatiya Enclaves Pvt Ltd.<br />
13). Genemedix Biological Pvt Ltd.<br />
Particulars of Transactions with related parties: (Rs. lakhs)<br />
Transactions As At As At<br />
30.09.08 30.06.07<br />
Sales 9066.99 6592.76<br />
Purchases 2341.30 989.66<br />
Others 31.35 24.00<br />
Outstanding as on date Debit balance (Net) 29.63 (127.04)<br />
10. a. During the year the Company had successfully raised an amount of Rs.6150 lakhs<br />
(15090000 US $) through 30,00,000 Global Depository Receipts (GDRs) of US $ 5.03<br />
each to meet the general Corporate needs of the company and the same has been<br />
allotted 3,00,00,000 Equity shares at Rs.10.00 each at a premium of Rs 10.50 per<br />
Equity Shares.<br />
b. The expenses of Rs. 109.27 lakhs incurred on account of the issue of GDRs have been<br />
reduced from the Share premium account.<br />
c. Further during the year the Company has raised Equity share Capital to a tune of<br />
Rs. 490 Lakhs by allotting 49,00,000 Equity shares of Rs.10/- each at a premium of<br />
Rs.10.50 per share. The said allotment is to meet the incremental working capital<br />
and part finance the capital expenditure of the company. The Company has also<br />
allotted 49,79,253 equity shares of Rs.10/- each at a premium of Rs.14.10 per share<br />
to IFCI Limited in accordance with the Restructuring Scheme.<br />
: : 47 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
11. During the year the Company had hived off certain assets along with some Liabilities to M/<br />
s G.J. Trading (P) Limited. Hyderabad.<br />
12. Managerial Remuneration:<br />
Chairman Managing Total<br />
Director<br />
Salary 60,00,000 4,95,000 64,95,000<br />
HRA — 2,47,500 2,47,500<br />
Medical — 33,000 33,000<br />
Leave salary/encashment — 49,500 49,500<br />
Total 60,00,000 8,25,000 68,25,000<br />
COMPUTATION OF NET PROFIT IN ACCORDANCE WITH SEC.349 OF THE COMPANIES ACT, 1956<br />
Profit before Taxation 34,55,12,888<br />
Add: Loss on sale of fixed asset 1,69,61,323<br />
Managerial Remuneration 68,25,000<br />
Depreciation as per accounts 27,96,19,076<br />
Total 64,89,18,287<br />
Less : Depreciation under Sec.350 of the Companies Act, 1956 27,96,19,076<br />
Net profit for the year 36,92,99,211<br />
Remuneration paid to Managing Director/Chairman 68,25,000<br />
% of Managerial Remuneration in Net Profit 1.85%<br />
13. Balances under Sundry Debtors, Sundry creditors and Loans & Advances and other receivable<br />
and payables include long outstanding amounts are subject to confirmations to be received<br />
from some of the parties.<br />
14. Loans and advances of the Company includes<br />
a. Rs.6702.03 lakhs paid to M/s Seazun Limited, and does not carry any interest.<br />
b. Rs.1056 lakhs paid to Bennet & Colomen Limited towards future advertisement<br />
expenses and<br />
c. Rs.2000.47 lakhs paid to Future Tech Industries Limited, Hyderabad towards advance<br />
for investment in the company.<br />
15. Cash & Bank Balances includes an amount of Rs.6396.78 lakhs deposited with Euram<br />
Bank, Vienna, Austria for a considerable time out of amounts received under GDR Issue.<br />
16. As regards to compliance of provisions relating to the dues to the Small Scale Industries in<br />
terms of the Companies (Amendment) Act, 1999, the Company has no information, as to<br />
whether its suppliers constitute Small Scale Industrial Undertakings and consequently the<br />
amount due to such Industrial Undertakings have not been identified.<br />
: : 48 : :
17. Basic and Diluted Earnings Per Share (Amount in Rupees)<br />
2007-08<br />
(15 months)<br />
Net Profit after Tax 230252028<br />
Less: Dividend on CRPS 3045250<br />
Dividend tax 517692<br />
Net Profit available for Equity shareholder 226689086<br />
No of Equity Shares of Rs 10/- each 123841072<br />
Basic Earnings per Share of Rs 10/-each ) 1.83<br />
Diluted Earnigs per Share of Rs.10/- each —<br />
18. The following are the Segment-wise results for the year.<br />
Segment<br />
For the year<br />
30.09.2008<br />
1 Revenue Rs. Lakhs<br />
A) Lec Division 4869<br />
B) Appliances Division 3486<br />
C) Steel Products 109745<br />
Net Sale/Income From Operations 118100<br />
2. Results<br />
A) Lec Division -196.57<br />
B) Appliances Division -217.13<br />
C) Steel Products 2716.21<br />
TOTAL PROFIT/LOSS (-) 2302.51<br />
3. Capital Employed (Assets - Liabilities)<br />
A) Lec Division 2866<br />
B) Appliances Division 1732<br />
C) Steel Products 48287<br />
TOTAL 52885<br />
4. Geographical Revenue<br />
Andhra Pradesh 78535<br />
Chennai 27004<br />
Maharastra 5<br />
Exports 12555<br />
TOTAL 118099<br />
: : 49 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
19 Additional Information pursuant to the paras 3 and 4 of the part II of Schedule VI of the<br />
Companies Act , 1956<br />
a) Capacities & Production<br />
1. Licenced Capacity<br />
Bearings Nos. 1,00,00,000<br />
Cast Iron Products MTs. 60,000<br />
2. Installed Capacity<br />
Bearings Nos. 1,00,00,000<br />
Cast Iron Products MTs. 60,000<br />
Appliances Nos. 7,18,000<br />
For The Period Ending For The Period Ending<br />
30.9.2008 30.06.2007<br />
Units Qty Amount Qty Amount<br />
(Rs.)<br />
( Rs.)<br />
1 A) Actual Production<br />
Ball Bearings & Components Nos. 459094 330,801<br />
Appliances, Ceiling Fans Nos. 46269 42,431<br />
And Other Components<br />
Steel Products Nos. 8754 4,586<br />
Steel Products Tonnes 339938 301,801<br />
(Including Processed/Traded Items)<br />
B) Details of Raw<br />
Materials Consumed<br />
Imported Rs. 1,645,345,119 701,908,062<br />
Indiginious Rs. 9,452,559,664 7,632,517,370<br />
C) Turnovers<br />
Bearings/ Components Nos. 458,835 24,350,738 335203 10,765,670<br />
Appliances, Components And Nos. 51,826 31,684,809 34986 23,648,874<br />
Ceiling Fans<br />
Export of Steel Products Tonnes 29841 743,508,991 30,960 465,393,447<br />
Export Agri Items Tonnes 5800 256,756,500 13,391 144,434,293<br />
Others Nos. 300,399,133 116,365,621<br />
Steel Products Tonnes 303508 9,517,123,168 293,852 7,634,854,851<br />
Steel Products Nos./Sets 4886 853,896,625 4,342 695,329,000<br />
(Including Processed/Traded Items)<br />
D) Opening Stocks<br />
Appliances & 12473 11,474,191 5,028 2,566,772<br />
Appliances Components Nos. — —<br />
Bearings Nos. 142274 4,914,644 124,926 5,130,266<br />
Steel Products Nos. 307 46,352,510 63 9,593,525<br />
Steel Products Tonnes 9802 251,972,663 1,796 49,054,107<br />
: : 50 : :
For The Period Ending For The Period Ending<br />
30.9.2008 30.06.2007<br />
Units Qty Amount Qty Amount<br />
(Rs.)<br />
( Rs.)<br />
E) Closing Stocks<br />
Bearings & Components Nos. 144785 6903971 142,274 4,914,644<br />
Appliances Nos. 9440 8029306 12,473 11,474,191<br />
Steel Products Tonnes 4175 543892572 9,802 251,972,663<br />
Steel Products Nos. 10591 359403130 307 46,352,510<br />
F) Particulars of Raw<br />
Materials And Stores<br />
& Spares Consumed<br />
A. Raw Materials<br />
Stores & Spares<br />
Imported Rs. 1,645,345,119 701,908,062<br />
% 14.83 8<br />
Indigenious Rs. 9,452,559,664 7,632,517,370<br />
% 85.17 92<br />
G) Cif Value of Imports 1,645,345,119 701,908,062<br />
H) Expenditure In Foreign Rs.<br />
Curriency 1,645,345,119 653,155,905<br />
I) Purchase of Goods For Resale<br />
Steel Products Tonne 8382558160 282,488 7,096,957,517<br />
OthersNo 4,586 746,759,456<br />
Fob Value Of Exports 1,255,547,534 726,193,361<br />
j) Earning in Foreign Currency Rs. 1,255,547,534 1,498,059,622<br />
19 Particulars of Remuneration<br />
Paid to Directors<br />
a. Managind Director Rs. 825,000 525,000<br />
(inclusive of perquisits)<br />
b. Other Direcrtors Rs. 60,000,000 —<br />
20 Previous Year's figures have been regrouped wherever necessary to conform to current<br />
period's classification.<br />
20 Figures have been rounded off to nearest rupee.<br />
In authentication of Schedules 1 to 18 in terms of our <strong>Report</strong> of Even Date.<br />
As per our report of even date<br />
For and on behalf of the Board<br />
T. Raghavendra & Associates<br />
Chartered Accountant<br />
T. Raghavendra Y.S. Chowdary G. Srinivasa Raju<br />
Chairman Managing Director<br />
Place: Hyderabad Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008 Date : 10.12.2008 Company Secretary<br />
: : 51 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
CASH FLOW STATEMENT<br />
PARTICULARS 30.09.2008 30.06.2007<br />
(Rs.in Lakhs)<br />
(Rs.in Lakhs)<br />
(15 mnths) (12 mnths)<br />
CASH FLOW FROM OPERATING ACTIVITIES<br />
Net Profit Before Tax 3,455.13 3,383.60<br />
Adjustments for<br />
Depreciation 2,796.19 2,106.15<br />
Financial Expenses 3,545.60 2,385.16<br />
Interest earned & other income (815.40) (490.22)<br />
Operating Profit Before Working Capital Changes 8,981.52 7,384.68<br />
Adjustments for<br />
Decrease/(Increase)in Inventories (6,292.45) (2,676.45)<br />
Decrease/(Increase)in Debtors 6,338.39 (5,841.56)<br />
Decrease/(Increase)in in Loans& Advances (4,011.89) (6,993.02)<br />
Increase/(Decrease)in Current Liabilities 4,923.93 3,100.94<br />
Cash Generated from Operations 9,939.49 (5,025.41)<br />
Interest & Financial Charges (3,545.60) (2,385.16)<br />
Other Income 815.44 490.22<br />
Extraordinary Item (574.05) (66.12)<br />
Cash from Operating Activities (A) 6,635.29 (6,986.47)<br />
CASH FLOW FROM FINANCIAL ACTIVITIES<br />
Increase/(Decrease)in Share Capital 8,245.23 7,688.50<br />
Increase/(Decrease)in Share Application money (1,004.50) 1,004.50<br />
Increase/(Decrease)in W.C.loans & Term loans (1,497.85) (1,498.23)<br />
Increase/(Decrease)in Dividend & Taxes paid (390.44) (781.91)<br />
Net Cash from Financing Activities (B) 5,352.44 6,412.86<br />
CASH FLOW FROM INVESTING ACTIVITIES<br />
(Increase)/Decrease in Purchase of Fixed Assests (4,742.09) (3,687.51)<br />
(Increase)/Decrease in Investments (858.29) (149.45)<br />
(Increase)/Decrease in revaluation reserve - (3.47)<br />
(Increase)/Decrease in other reserves - -<br />
Cash from Investment Activities(C) (5,600.38) (3,840.43)<br />
Net Increase in Cash and Cash Equivalent (A+B+C) 6,387.35 (4,414.04)<br />
Cash and Cash equivalent as on 30.06.2007 159.57 4,573.61<br />
Cash and Cash equivalent as on 30.06.2008 6,546.92 159.57<br />
As per our report of even date<br />
For and on behalf of the Board<br />
T. Raghavendra & Associates<br />
Chartered Accountant<br />
T. Raghavendra Y.S. Chowdary G. Srinivasa Raju<br />
Chairman Managing Director<br />
Place: Hyderabad Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008 Date : 10.12.2008 Company Secretary<br />
: : 52 : :
PAC VENTURES PTE LTD., SINGAPORE<br />
BALANCE SHEET AS AT 31ST MAY, 2008<br />
As At<br />
Particulars Sch. 31.5.2008<br />
Ref. (Amount in Rupees)<br />
SOURCES OF FUNDS<br />
Shareholders' Funds<br />
a) Share Capital 1 94,601,371<br />
b) Share Application Money —<br />
c) Reserves and Surplus 2 1,341,755<br />
T O T A L 95,943,125<br />
APPLICATION OF FUNDS<br />
Current Assets, Loans and Advances<br />
A. Current Assets<br />
a) Inventories —<br />
b) Sundry Debtors 3 39,152,333<br />
c) Cash and Bank Balances 4 150,498<br />
B. Loans And Advances 5 57,649,978<br />
Sub-total 96,952,809<br />
Less: Current Liabilities and Provisions 6<br />
a. Current Liabilities 1,009,684<br />
b. Provisions —<br />
Sub-Total 1,009,684<br />
Net Current Assets 95,943,125<br />
T O T A L 95,943,125<br />
Accounting Policies<br />
Notes on Accounts 17<br />
Schedules 1 to 6, 17 Refered to above<br />
form an integral part of this balance sheet<br />
For and on behalf of the Board<br />
Place: Hyderabad Y.S. Chowdary Ramakrishna Varma Meka<br />
Date : 10.12.2008 Director Director<br />
: : 53 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
PAC VENTURES PTE LTD., SINGAPORE<br />
PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31ST MAY, 2008<br />
As At<br />
Particulars Sch. 31.5.2008<br />
Ref. (Amount in Rupees)<br />
INCOME<br />
Sales 7 2,982,704,812<br />
Other Income —<br />
Increase/(Decrease) in Stocks —<br />
Total 2,982,704,812<br />
EXPENDITURE<br />
Material consumed and bought out Goods 8 2,979,897,281<br />
Manufacturing, Administrative and<br />
Selling Expenses 9 1,465,776<br />
Depreciation<br />
Financial Expenses —<br />
2,981,363,058<br />
PROFIT BEFORE TAXATION 1,341,755<br />
Profit Before Taxation 1,341,755<br />
a) Provision for Income Tax —<br />
b) Provision for Deferred Tax Liability —<br />
c) Provision for Dividend Tax —<br />
d) Provision for Fringe Benefit Liability —<br />
Profit After Taxation 1,341,755<br />
ADD/(LESS) :PRIOR YEAR ADJUSTMENTS:<br />
Add:Balance of Profit Brought Forward —<br />
From earlier Years<br />
PROFIT AVAILABLE FOR APPROPRIATION 1,341,755<br />
Proposed Dividend on Cumulative —<br />
Redeemable Preference Shares<br />
Balance of Profit 1,341,755<br />
Accounting Policies<br />
Notes on Accounts 17<br />
Nominal value of each Share in Rupees<br />
Schedules 7 to 9 Refered to above form an<br />
integral part of this Profit & Loss Account<br />
For and on behalf of the Board<br />
Place: Hyderabad Y.S. Chowdary Ramakrishna Varma Meka<br />
Date : 10.12.2008 Director Director<br />
: : 54 : :
PAC VENTURES PTE LTD., SINGAPORE<br />
SCHEDULES FORMING PART OF BALANCE SHEET AS AT 31.05.2008<br />
As At<br />
Particulars Sch. 31.5.2008<br />
Ref. (Amount in Rupees)<br />
SCHEDULE. 1<br />
Share Capital<br />
Authorised<br />
2780000 ordinary shares of Rs. 34.29 each 94,601,371<br />
(US $ 0.7326 each)<br />
94,601,371<br />
Issued And Subscribed<br />
2780000 ordinary shares of Rs. 34.29 each 94,601,371<br />
(US $ 0.7326 each)<br />
94,601,371<br />
Paid-up<br />
2780000 ordinary shares of Rs. 34.29 each 94,601,371<br />
(US $ 0.7326 each)<br />
Total 94,601,371<br />
SCHEDULE. 2<br />
Reserves and Surplus<br />
1. Capital Reserve —<br />
2. General Reserve —<br />
3. Profit And Loss Account 1,341,755<br />
4. Share Premium Account —<br />
5. Revaluation Reserve —<br />
6. Foreign Exchange Transacation Reserve —<br />
Total 1,341,755<br />
SCHEDULE. 3<br />
Sundry Debtors (Unsecured-considered Good)<br />
1. Debts Outstanding not more than Six Months 39,152,333<br />
2. Other Debts —<br />
Total 39,152,333<br />
SCHEDULE. 4<br />
Cash And Bank Balances<br />
1. Cash on Hand 150,498<br />
2. Balances With Schedule Banks —<br />
Total 150,498<br />
: : 55 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
PAC VENTURES PTE LTD., SINGAPORE<br />
SCHEDULES FORMING PART OF BALANCE SHEET AS AT 31.05.2008<br />
As At<br />
Particulars Sch. 31.5.2008<br />
Ref. (Amount in Rupees)<br />
SCHEDULE. 5<br />
Loans And Advances (Unsecured-considered Good)<br />
1. Advances to Subsiaries 57,649,978<br />
Total 57,649,978<br />
SCHEDULE. 6<br />
Current Liabilities and Provisions<br />
Current Liabilities<br />
1. Creditors for Supplies and Others 1,009,684<br />
Total 1,009,684<br />
SCHEDULE. 7<br />
Sales<br />
1. Sales - Indigenous 2,982,704,812<br />
- Exports<br />
2,982,704,812<br />
SCHEDULE. 8<br />
Material Consumed And Bought-out Goods<br />
Opening Stock of Material<br />
Add: Purchase of Material —<br />
—<br />
Less: Closing Stock Of Material —<br />
Raw Material Consumed —<br />
Add:Bought out Goods 2,979,897,281<br />
Total Materials Consumed 2,979,897,281<br />
Total 2,979,897,281<br />
SCHEDULE.9<br />
Manufacturing, Administrative And Selling Expenses<br />
Miscellaneous Expenses 1,465,776<br />
Total 1,465,776<br />
For and on behalf of the Board<br />
Place: Hyderabad Y.S. Chowdary Ramakrishna Varma Meka<br />
Date : 10.12.2008 Director Director<br />
: : 56 : :
NUANCE HOLDINGS, HONG KONG<br />
BALANCE SHEET AS AT 30TH JUNE, 2008<br />
As At<br />
Particulars Sch. 30.6.2008<br />
Ref. (Amount in Rupees)<br />
1 SOURCES OF FUNDS<br />
Shareholders' Funds<br />
A) Share Capital 1 2,977,564<br />
B) Share Application Money —<br />
C) Reserves and Surplus 2 131,013<br />
T O T A L 3,108,577<br />
APPLICATION OF FUNDS<br />
1 Fixed Assets<br />
A) Gross Block 42,171<br />
Less : Depreciation —<br />
Net Block 42,171<br />
B) Capital Work in Progress —<br />
42,171<br />
2 Current Assets, Loans and Advances<br />
A. Current Assets<br />
a) Inventories —<br />
b) Sundry Debtors 3 52,871,109<br />
c) Cash and Bank Balances 4 107,290<br />
B. Loans and Advances 5 309,666<br />
Sub-Total 53,288,065<br />
Less:Current Liabilities and Provisions 6<br />
A. Current Liabilities 50,195,230<br />
B. Provisions 26,430<br />
Sub-Total 50,221,660<br />
Net Current Assets 3,066,406<br />
Total 3,108,577<br />
Accounting Policies<br />
Notes on Accounts 17<br />
Schedules 1 to 6, 17 Refered to above form<br />
an integral part of this balance Sheet<br />
For and on behalf of the Board<br />
Place: Hyderabad<br />
Date : 10.12.2008<br />
V. Ramesh<br />
Director<br />
: : 57 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
NUANCE HOLDINGS, HONG KONG<br />
PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 30TH JUNE,<br />
2008<br />
As At<br />
Particulars Sch. 30.6.2008<br />
Ref. (Amount in Rupees)<br />
I<br />
INCOME<br />
Sales 7 56,401,076<br />
Other Income 8 24,540<br />
Increase/(Decrease) in Stocks —<br />
Total 56,425,617<br />
II<br />
EXPENDITURE<br />
Material Consumed and bought out Goods 9 52,199,407<br />
Manufacturing, Administrative and<br />
Selling Expenses 10 4,054,699<br />
Depreciation —<br />
Financial Expenses 11 14,068<br />
56,268,174<br />
III PROFIT BEFORE TAXATION 157,443<br />
—<br />
Profit Before Taxation 157,443<br />
a) Provision for Income Tax 26,430<br />
b) Provision for Deferred Tax Liability —<br />
c) Provision for Dividend Tax —<br />
d) Provision for Fringe benefit Liability —<br />
Profit After Taxation 131,013<br />
IV ADD/(LESS) :PRIOR YEAR ADJUSTMENTS:<br />
Add:Balance of Profit Brought Forward —<br />
from Earlier Years<br />
V PROFIT AVAILABLE FOR APPROPRIATION 131,013<br />
Proposed Dividend on Cumulative<br />
Redeemable Preference Shares<br />
VI BALANCE OF PROFIT 131,013<br />
Accounting Policies<br />
Notes on Accounts 17<br />
Nominal Value of each share in Rupees<br />
Schedules 7 to 11 Refered to above form an integral part of this Profit & Loss Account<br />
For and on behalf of the Board<br />
Place: Hyderabad<br />
Date : 10.12.2008<br />
V. Ramesh<br />
Director<br />
: : 58 : :
NUANCE HOLDINGS, HONG KONG<br />
SCHEDULES FORMING PART OF BALANCE SHEET AS AT 30.06.2008<br />
As At<br />
Particulars Sch. 30.06.2008<br />
Ref. (Amount in Rupees)<br />
SCHEDULE. 1<br />
Share Capital<br />
Authorised<br />
5,00,000 Ordinary Shares of Rs. 10/- each 2,977,564<br />
(US $ 0.128 each)<br />
2,977,564<br />
Issued and Subscribed<br />
5,00,000 Ordinary Shares of Rs. 10/- each 2,977,564<br />
(US $ 0.128 each)<br />
2,977,564<br />
Paid-up<br />
5,00,000 Ordinary Shares of Rs. 10/- each 2,977,564<br />
(US $ 0.128 each)<br />
Total 2,977,564<br />
SCHEDULE. 2<br />
Reserves and Surplus<br />
1. Capital Reserve —<br />
2. General Reserve —<br />
3. Profit And Loss Account 131,013<br />
4. Share Premium Account —<br />
5. Revaluation Reserve —<br />
6. Foreign Exchange Transacation Reserve<br />
Total 131,013<br />
SCHEDULE. 3<br />
Sundry Debtors (Unsecured-considered Good)<br />
1. Debts Outstanding not more than Six Months 52,871,109<br />
2. Other Debts —<br />
Total 52,871,109<br />
SCHEDULE. 4<br />
Cash and Bank Balances<br />
1. Cash on Hand —<br />
2. Balances With Schedule Banks<br />
- In Current Accounts 107,290<br />
Total 107,290<br />
: : 59 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
NUANCE HOLDINGS, HONG KONG<br />
SCHEDULES FORMING PART OF BALANCE SHEET AS AT 30.06.2008<br />
As At<br />
Particulars Sch. 30.06.2008<br />
Ref. (Amount in Rupees)<br />
SCHEDULE. 5<br />
Loans and Advances (Unsecured-considered Good)<br />
1. Deposits 309,666<br />
Total 309,666<br />
SCHEDULE. 6<br />
Current Liabilities and Provisions<br />
A. Current Liabilities<br />
1. Creditors For Supplies And Others 50,065,029<br />
2. Interest Accrued But Not Due 130,200<br />
Sub-total 50,195,230<br />
B. Provisions<br />
1. Provision For Income-tax 26,430<br />
Sub-total 26,430<br />
Total 50,221,660<br />
: : 60 : :
NUANCE HOLDINGS, HONG KONG<br />
SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNT<br />
FOR THE YEAR ENDED 30.06.2008<br />
As At<br />
Particulars Sch. 30.06.2008<br />
Ref. (Amount in Rupees)<br />
SCHEDULE. 7<br />
Sales<br />
1. Sales - Indigenous 56,401,076<br />
- Exports —<br />
56,401,076<br />
SCHEDULE. 8<br />
Other Income<br />
1. Interest Earned 24,540<br />
Total 24,540<br />
SCHEDULE. 9<br />
Material Consumed and Bought-out Goods<br />
Opening Stock of Material<br />
Add: Purchase of Material —<br />
Less: Closing Stock Of Material —<br />
Raw Material Consumed —<br />
Add:Bought Out Goods 52,199,407<br />
Total Materials Consumed 52,199,407<br />
Total 52,199,407<br />
SCHEDULE.10<br />
Manufacturing, Administrative and Selling Expenses<br />
Director's Remuneration 1,189,834<br />
Printing And Stationery 124,083<br />
Postage, Telegrams And Telephones 86,141<br />
Travelling And Conveyance - General 20,240<br />
Travelling - Foreign 531,685<br />
Rent, Rates & Taxes 1,135,342<br />
Auditors Remuneration<br />
- Audit Fees 29,776<br />
Miscellaneous Expenses 59,551<br />
Carriage Outwards 109,273<br />
Commission & Discount 49,130<br />
Repairs & Maintenance 17,883<br />
: : 61 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
NUANCE HOLDINGS, HONG KONG<br />
SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNT<br />
FOR THE YEAR ENDED 30.06.2008<br />
As At<br />
Particulars Sch. 30.06.2008<br />
Ref. (Amount in Rupees)<br />
Samples 325,872<br />
Depreciation 15,659<br />
Provident Fund 35,731<br />
Foreign Exchange Loss 5,455<br />
Sundry Expenses 6,506<br />
Business Development Expenses 275,378<br />
Secretarial Fee 37,160<br />
Total 4,054,699<br />
SCHEDULE.11<br />
Financial Expenses<br />
Bank Charges 14,068<br />
Total 14,068<br />
For and on behalf of the Board<br />
Place: Hyderabad<br />
Date : 10.12.2008<br />
V. Ramesh<br />
Director<br />
: : 62 : :
STATEMENT RELATING TO SUBSIDIARY PAC VENTURES PTE. LTD., SINGAPORE<br />
Statement pursuant to Section 212 (1)(e) of the Companies Act, 1956 relating to Subsidiary<br />
:<br />
Sl. Particulars Name of the Subsidiary<br />
No.<br />
PAC Ventures Pte. Ltd.<br />
1. Financial year of the Company 11.12.2006 to 31.05.2008<br />
2. Shares of the Subsidiary held by the<br />
Company as on 30.09.2008<br />
(a) Amount invested which is equivalent Rs. 84,891,905<br />
in Indian Currency<br />
(b) Extent of holding 100%<br />
3. Net aggregate amount of profits/(losses)<br />
of the Subsidiary for the above financial<br />
year of the Subsidiary not dealt with in the<br />
Company’s accounts<br />
(a) for the financial year of the Nil<br />
Subsidiary - profit / (loss)<br />
(b) for the previous financial years N/A<br />
since it became a Subsidiary<br />
4. Net aggregate amount of profits / (losses)<br />
of the Subsidiary for the above Financial<br />
year of the Subsidiary dealt with in the<br />
Company’s accounts<br />
(a) for the financial year of the -<br />
Subsidiary - profit / (loss)<br />
(b) for the previous financial years -<br />
since it became a Subsidiary<br />
The financial year of the Holding Company is not coinciding with the financial year of<br />
Subsidiary Company. The following information is provided under Section 212(5).<br />
1. There is no change in the Holding Company’s interest in the Subsidiary from the date of<br />
closure of financial year of subsidiary (i.e. 31.05.2008) to the date of closure of the financial<br />
year of Holding Company i.e. 30.09.2008.<br />
2. There are no material changes which have occurred from the date of closure of financial<br />
year on 31.05.2008 to the date of closure of the financial year of Holding Company<br />
(i.e. 30.09.2008) in respect of (a) Subsidiary’s Fixed Assets (b) its investments (c) the<br />
money lent by it (d) the money borrowed by it for any purpose other than that of meeting<br />
current liabilities.<br />
For and on behalf of the Board<br />
Y.S. Chowdary G. Srinivasa Raju<br />
Chairman<br />
Managing Director<br />
Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008<br />
Company Secretary<br />
: : 63 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
STATEMENT RELATING TO SUBSIDIARY NUANCE HOLDINGS LIMITED, HONG KONG<br />
Statement pursuant to Section 212 (1)(e) of the Companies Act, 1956 relating to Subsidiary<br />
Sl. Particulars Name of the Subsidiary<br />
No.<br />
Nuance Holdings Limited<br />
1. Financial year of the Company 27.08.2007 to 30.06.2008<br />
2. Shares of the Subsidiary held by the<br />
Company as on 30.09.2008<br />
(a) Amount invested which is equivalent Rs. 2,602,564<br />
in Indian Currency<br />
(b) Extent of holding 100%<br />
3. Net aggregate amount of profits/(losses)<br />
of the Subsidiary for the above financial<br />
year of the Subsidiary not dealt with in the<br />
Company’s accounts<br />
(a) for the financial year of the Nil<br />
Subsidiary - profit / (loss)<br />
(b) for the previous financial years N/A<br />
since it became a Subsidiary<br />
4. Net aggregate amount of profits / (losses)<br />
of the Subsidiary for the above Financial<br />
year of the Subsidiary dealt with in the<br />
Company’s accounts<br />
(a) for the financial year of the -<br />
Subsidiary - profit / (loss)<br />
(b) for the previous financial years -<br />
since it became a Subsidiary<br />
The financial year of the Holding Company is not coinciding with the financial year of<br />
Subsidiary Company. The following information is provided under Section 212(5)<br />
1. There is no change in the Holding Company’s interest in the Subsidiary from the date of<br />
closure of financial year of subsidiary (i.e. 30.06.2008) to the date of closure of the financial<br />
year of Holding Company i.e. 30.09.2008.<br />
2. There are no material changes which have occurred from the date of closure of financial<br />
year on 30.06.2008 to the date of closure of the financial year of Holding Company<br />
(i.e. 30.09.2008) in respect of (a) Subsidiary’s Fixed Assets (b) its investments (c) the<br />
money lent by it (d) the money borrowed by it for any purpose other than that of meeting<br />
current liabilities.<br />
For and on behalf of the Board<br />
Y.S. Chowdary G. Srinivasa Raju<br />
Chairman<br />
Managing Director<br />
Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008<br />
Company Secretary<br />
: : 64 : :
STATEMENT RELATING TO SUBSIDIARY SUJANA HOLDINGS LIMITED, UAE<br />
Statement pursuant to Section 212 (1)(e) of the Companies Act, 1956 relating to Subsidiary<br />
Sl. Particulars Name of the Subsidiary<br />
No.<br />
<strong>Sujana</strong> Holdings Limited<br />
1. Financial year of the Company 04.02.2007 to 31.07.2008<br />
2. Shares of the Subsidiary held by the<br />
Company as on 30.09.2008<br />
(a) Amount invested which is equivalent Rs. 1,28,32,500<br />
in Indian Currency<br />
(b) Extent of holding 100%<br />
3. Net aggregate amount of profits/(losses)<br />
of the Subsidiary for the above financial<br />
year of the Subsidiary not dealt with in the<br />
Company’s accounts<br />
(a) for the financial year of the Nil<br />
Subsidiary - profit / (loss)<br />
(b) for the previous financial years N/A<br />
since it became a Subsidiary<br />
4. Net aggregate amount of profits / (losses)<br />
of the Subsidiary for the above Financial<br />
year of the Subsidiary dealt with in the<br />
Company’s accounts<br />
(a) for the financial year of the -<br />
Subsidiary - profit / (loss)<br />
(b) for the previous financial years -<br />
since it became a Subsidiary<br />
The financial year of the Holding Company is not coinciding with the financial year of<br />
Subsidiary Company. The following information is provided under Section 212(5)<br />
1. There is no change in the Holding Company’s interest in the Subsidiary from the date of<br />
incorporation to the date of closure of the financial year of Holding Company i.e. 30.09.2008.<br />
2. There are no material changes which have occurred from the date of incorporation to the<br />
date of closure of the financial year of Holding Company (i.e. 30.09.2008) in respect of (a)<br />
Subsidiary’s Fixed Assets (b) its investments (c) the money lent by it (d) the money borrowed<br />
by it for any purpose other than that of meeting current liabilities.<br />
For and on behalf of the Board<br />
Y.S. Chowdary G. Srinivasa Raju<br />
Chairman<br />
Managing Director<br />
Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008<br />
Company Secretary<br />
: : 65 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
STATEMENT RELATING TO SUBSIDIARY SUN TRADING LIMITED, CAYMAN ISLANDS<br />
Statement pursuant to Section 212 (1)(e) of the Companies Act, 1956 relating to Subsidiary<br />
Sl. Particulars Name of the Subsidiary<br />
No.<br />
Sun Trading Limited<br />
1. Financial year of the Company 18.07.2008 to 31.12.2009<br />
2. Shares of the Subsidiary held by the<br />
Company as on 30.09.2008<br />
(a) Amount invested which is equivalent Rs. 447,276<br />
in Indian Currency<br />
(b) Extent of holding 100%<br />
3. Net aggregate amount of profits/(losses)<br />
of the Subsidiary for the above financial<br />
year of the Subsidiary not dealt with in the<br />
Company’s accounts<br />
(a) for the financial year of the Nil<br />
Subsidiary - profit / (loss)<br />
(b) for the previous financial years N/A<br />
since it became a Subsidiary<br />
4. Net aggregate amount of profits / (losses)<br />
of the Subsidiary for the above Financial<br />
year of the Subsidiary dealt with in the<br />
Company’s accounts<br />
(a) for the financial year of the -<br />
Subsidiary - profit / (loss)<br />
(b) for the previous financial years -<br />
since it became a Subsidiary<br />
The financial year of the Holding Company is not coinciding with the financial year of<br />
Subsidiary Company. The following information is provided under Section 212(5)<br />
1. There is no change in the Holding Company’s interest in the Subsidiary from the date of<br />
incorporation to the date of closure of the financial year of Holding Company i.e. 30.09.2008.<br />
2. There are no material changes which have occurred from the date of incorporation to the<br />
date of closure of the financial year of Holding Company (i.e. 30.09.2008) in respect of (a)<br />
Subsidiary’s Fixed Assets (b) its investments (c) the money lent by it (d) the money borrowed<br />
by it for any purpose other than that of meeting current liabilities (e) Rs. 49,654,150/<br />
- borrowed by it from holding Company.<br />
For and on behalf of the Board<br />
Y.S. Chowdary G. Srinivasa Raju<br />
Chairman<br />
Managing Director<br />
Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008<br />
Company Secretary<br />
: : 66 : :
Consolidated Accounts<br />
for the Year Ended<br />
30-09-2008<br />
: : 67 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
AUDITORS’ REPORT<br />
TO<br />
THE BOARD OF DIRECTORS<br />
SUJANA UNIVERSAL INDUSTRIES IMITED<br />
1. We have audited the attached consolidated balance Sheet of <strong>Sujana</strong> Universal Industries Limited<br />
(“the Company”) and its subsidiaries (the Company and its subsidiaries constitute<br />
“the <strong>Group</strong>”) as at September 30, 2008, and also the Consolidated Profit and Loss Account for the<br />
period 01.07.2007 to 30.09.2008 on and the Consolidated Cash Flow Statement for the said date<br />
both annexed thereto. These consolidated financial statements are the responsibility of the Company’s<br />
management on the basis of separate financial statements and other financial information regarding<br />
components. Our responsibility is to express an opinion on these financial statements based on our<br />
audit.<br />
2. We conducted our audit in accordance with the auditing standards generally accepted in India. This<br />
Standard requires that we plan and perform the audit to obtain reasonable assurance about whether<br />
the financial statements are free of material misstatement. An audit includes examining, on a test<br />
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also<br />
includes assessing the accounting principles used and significant estimates made by the management,<br />
as well as evaluating the overall financial statement presentation. We believe that our audit<br />
provides a reasonable basis for our opinion.<br />
3. We did not audit the financial statements of the two subsidiaries whose financial statements reflect<br />
total assets of Rs.990 lakhs at 31 st May, 2008 or 30 th June 2008 as the case may be , the total<br />
revenue of Rs30391.05 lakhs and cash flows amounting to Rs.972.51 lakhs for the year then ended.<br />
These financial statements and other financial information have been audited by other two auditors<br />
whose reports have been furnished to us, and our opinion is based solely on the report of other<br />
auditors.<br />
4. We have relied on the un-audited financial statements of two subsidiaries whose consolidated financial<br />
statements reflect total assets of Rs.6624.53 lakhs as at 30.9.2008, total revenue of Rs. 72824.<br />
47 lakhs and cash flows amounting to Rs 6044.18 lakhs for the year then ended. These un-audited<br />
financial statements as approved by the respective Board of Directors of these companies have been<br />
furnished to us by the Management and our report in so far as it relates to the amounts included in<br />
respect of the subsidiaries is based solely on such approved un-audited financial statements.<br />
5. Subject to the matters referred to in paragraphs 3 & 4 above, we report that the Consolidated<br />
Financial Statements have been prepared by the Company’s management in accordance with the<br />
requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, Accounting Standard<br />
(AS) 23, Accounting for Investments in Associates in Consolidated Financial Statements issued<br />
by the Institute of Chartered Accountants of India.<br />
6. Based on our audit and on consideration of the reports of other auditors on separate financial statements<br />
and on the other financial information of the components, in our opinion and to the best of our<br />
information and according to the best of our information and according to the explanations given to<br />
us, the attached Consolidated Financial Statements give a true and fair view in conformity with the<br />
accounting principles generally accepted in India.<br />
(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the <strong>Group</strong> as at<br />
September 30, 2008;<br />
(b) in the case of the Consolidated Profit and Loss account, of the profit for the year ended on<br />
that date; and<br />
(c) in the case of the Consolidated Cash Flow Statement, of the cash flows of the <strong>Group</strong> for<br />
the year ended on that date.<br />
For T. RAGHAVENDRA & ASSOCIATES<br />
Chartered Accountants<br />
Place : Hyderabad<br />
Date : 10.12.2008<br />
T. RAGHAVENDRA<br />
: : 68 : :
CONSOLIDATED BALANCE SHEET AS AT 30TH SEPTEMBER, 2008<br />
(Amount in Rupees)<br />
Sch. As At As At<br />
Particulars Ref. 30.09.2008 30.06.2007<br />
1 SOURCES OF FUNDS<br />
Shareholders' Funds<br />
A) Share Capital 1 1,482,030,720 1,083,238,190<br />
B) Share application Money — 100,450,000<br />
C) Reserves and Surplus 2 4,128,715,404 3,034,923,851<br />
Sub-Total 5,610,746,123 4,218,612,041<br />
2 Deferred Tax Liability 334,671,330 312,296,330<br />
3 Loan Funds<br />
A) Secured Loans 3 1,575,689,355 1,725,474,458<br />
B) Unsecured Loans — —<br />
Sub-Total 1,575,689,355 1,725,474,458<br />
Total 7,521,106,808 6,256,382,829<br />
APPLICATION OF FUNDS<br />
1 Fixed Assets 4<br />
A) Gross Block 3,412,599,919 3,014,466,106<br />
Less :Depreciation 1,394,237,776 1,173,951,998<br />
Net Block 2,018,362,143 1,840,514,108<br />
B) Capital work in Progress 116,342,029 98,470,077<br />
: : 69 : :<br />
2,134,704,172 1,938,984,185<br />
2 INVESTMENTS — —<br />
3 Current Assets, Loans and Advances<br />
A. Current Assets<br />
A) Inventories 5 1,032,925,644 403,680,644<br />
B) Sundry Debtors 6 3,636,501,809 3,205,329,284<br />
C) Cash and Bank Balances 7 705,553,254 16,543,818<br />
B. Loans and Advances 8 2,149,530,682 1,800,686,680<br />
Sub-Total 7,524,511,389 5,426,240,426<br />
Less:Current Liabilities and Provisions 9<br />
A. Current Liabilities 2,099,038,523 1,019,314,765<br />
B. Provisions 39,070,231 89,527,016<br />
Sub-Total 2,138,108,755 1,108,841,781<br />
Net Current Assets 5,386,402,634 4,317,398,645<br />
Total 7,521,106,808 6,256,382,829<br />
Accounting Policies 16<br />
Notes on Accounts 19 17<br />
Schedules 1 to 10, 17 & 18 Refered to above form an integral part of this Balance Sheet<br />
As per our report of even date<br />
For and on behalf of the Board<br />
T. Raghavendra & Associates<br />
Chartered Accountants<br />
T. Raghavendra Y.S. Chowdary G. Srinivasa Raju<br />
Chairman Managing Director<br />
Place: Hyderabad Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008 Date : 10.12.2008 Company Secretary
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 30TH SEPTEMBER, 2008<br />
(Amount in Rupees)<br />
For The<br />
For The<br />
Particulars Sch. Period Ended Period Ended<br />
Ref. 30.09.2008 30.06.2007<br />
I<br />
Income<br />
Sales 10 22,049,945,536 12,111,212,866<br />
Other Income 11 81,564,937 49,021,719<br />
Increase/(Decrease) in Stocks 12 607,226,678 255,827,202<br />
Total 22,738,737,151 12,416,061,787<br />
II<br />
Expenditure<br />
Material Consumed and bought out goods 13 20,990,813,605 11,062,445,615<br />
Manufacturing, Administrative and<br />
Selling Expenses 14 367,271,268 339,549,480<br />
Depreciation 279,619,076 210,614,563<br />
Financial Expenses 15 354,574,178 238,561,998<br />
21,992,278,127 11,851,171,656<br />
III Profit before Taxation 746,459,024 564,890,130<br />
Profit Before Taxation 746,459,024 564,890,130<br />
A) Provision for Income Tax 34,526,430 86,125,844<br />
B) Provision for Deferred Tax Liability 22,375,000 37,975,808<br />
C) Provision for Dividend Tax 517,692 414,032<br />
C) Provision for Fringe Benefit Liability 980,859 550,940<br />
Profit After Taxation 688,059,043 439,823,506<br />
IV Add/(Less) : Prior Year Adjustments: (57,405,001) (6,612,414)<br />
Add:Balance of Profit Brought forward 1,472,510,884 1,011,635,079<br />
from earlier years<br />
V Profit available for appropriation 2,103,164,926 1,444,846,171<br />
Proposed Dividend on Cumulative 3,045,250 2,436,200<br />
Redeemable Preference Shares<br />
VI Balance of Profit 2,100,119,676 1,442,409,971<br />
Accounting Policies 16<br />
Notes on Accounts 17<br />
Nominal value of each Share in Rupees 10 10<br />
Schedules 11 To 18 Refered To Above Form An Integral Part Of This Profit & Loss Account<br />
As per our report of even date<br />
For and on behalf of the Board<br />
T. Raghavendra & Associates<br />
Chartered Accountants<br />
T. Raghavendra Y.S. Chowdary G. Srinivasa Raju<br />
Chairman Managing Director<br />
Place: Hyderabad Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008 Date : 10.12.2008 Company Secretary<br />
: : 70 : :
SCHEDULES FORMING PART OF BALANCE SHEET AS AT 30.09.2008<br />
(Amount in Rupees)<br />
Particulars As At As At<br />
30.09.2008 30.06.2007<br />
SCHEDULE. 1<br />
SHARE CAPITAL<br />
Authorised<br />
13,00,00,000 Equity Shares of Rs. 10/ each 1,300,000,000 1,300,000,000<br />
25,00,000 Cumulative redemable preference 250,000,000 250,000,000<br />
Shares of Rs.100/- each<br />
1,550,000,000 1,550,000,000<br />
Issued And Subscribed<br />
12,38,41,072 equity shares of Rs.10/- each 1,238,410,720 839,618,190<br />
24,36,200 cumulative redemable preference 243,620,000 243,620,000<br />
Shares of Rs.100/- each<br />
1,482,030,720 1,083,238,190<br />
Paid-up<br />
12,38,41,072 equity shares of Rs.10/- each 1,238,410,720 839,618,190<br />
(Previous Year 8,39,61,819 equity share<br />
of Rs.10/- Each)<br />
24,36,200 cumulative redemable preference 243,620,000 243,620,000<br />
Shares of Rs. 100/- each<br />
Total 1,482,030,720 1,083,238,190<br />
SCHEDULE. 2<br />
Reserves and Surplus<br />
1. Capital Reserve 2,000,000 2,000,000<br />
2. General Reserve 166,782,657 166,782,657<br />
3. Profit and Loss Account 2,100,119,676 1,442,409,972<br />
4. Share premium Account 1,847,036,584 1,421,305,798<br />
5. Revaluation Reserve 1,990,347 2,425,424<br />
6. Exchange fluctuation reserve 10,786,140 —<br />
Total 4,128,715,404 3,034,923,851<br />
SCHEDULE. 3<br />
Secured Loans<br />
1. Term Loan 660,578,105 1,237,373,630<br />
2. H P Loans 3,735,708 1,177,738<br />
3. Working capital loan 911,375,542 486,923,090<br />
Total 1,575,689,355 1,725,474,458<br />
: : 71 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
SCHEDULE - 4 : CONSOLIDATED FIXED ASSETS<br />
GROSS BLOCK DEPRECIATION NET BLOCK<br />
PARTICULARS As On As On Upto For The On Upto As On As On<br />
01.07.2007 Additions Deletions 30.09.2008 01.07.2007 Year Deletions 30.09.2008 30.09.2008 30.06.2007<br />
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.<br />
1. Land 8,116,261 — — 8,116,261 — — — — 8,116,261 8,116,261<br />
2. Buildings 112,866,087 1,719,620 — 114,585,707 36,914,541 4,749,767 — 41,664,308 72,921,399 75,951,546<br />
3. Plant & Machinery 2,773,379,079 574,766,250 190,519,709 3,157,625,621 1,060,850,182 264,726,795 60,464,653 1,265,112,324 1,892,513,297 1,712,528,897<br />
4. Electrical Installations 43,246,506 4,848,441 — 48,094,947 25,104,454 4,265,236 — 29,369,690 18,725,257 18,142,052<br />
5. Office Equipments 24,996,327 814,606 — 25,810,933 15,701,008 2,604,897 — 18,305,905 7,505,028 9,295,319<br />
6. Testing Equipment 10,104 — — 10,104 7,612 40 — 7,652 2,452 2,492<br />
7. ERP 20,000,000 — — 20,000,000 20,000,000 — — 20,000,000 — —<br />
8. Furniture & Fixtures 8,378,735 76,400 — 8,455,135 3,714,096 638,681 — 4,352,777 4,102,358 4,664,639<br />
9. Vehicles 23,121,353 6,428,205 — 29,549,558 11,454,755 3,052,068 — 14,506,823 15,042,735 11,666,595<br />
10. Mis Equipments 351,654 — — 351,654 205,346 16,668 — 222,014 129,640 146,310<br />
T O T A L 3,014,466,106 588,653,522 190,519,709 3,412,599,920 1,173,951,994 280,054,152 60,464,653 1,394,237,777 2,019,058,427 1,840,514,111<br />
Less : Revaluation Reserve written back 435,076<br />
279,619,076<br />
: : 72 : :
SCHEDULES FORMING PART OF BALANCE SHEET AS AT 30.09.2008<br />
(Amount in Rupees)<br />
Particulars As At As At<br />
30.09.2008 30.06.2007<br />
SCHEDULE. 5<br />
Inventories (As Taken, Valued And Certified<br />
By The Management)<br />
1. Raw Material 95,616,600 65,132,194<br />
2. Semi-Finished Goods 8,594,408 4,882,701<br />
3. Finished Goods 918,228,979 314,714,008<br />
4. Stock of Consumables 10,485,657 18,951,741<br />
Total 1,032,925,644 403,680,644<br />
SCHEDULE. 6<br />
Sundry Debtors (Unsecured-considered Good)<br />
1. Debts Outstanding Not More<br />
Than Six Months 3,607,113,314 3,175,901,718<br />
2. Other Debts 29,388,495 29,427,566<br />
Total 3,636,501,809 3,205,329,284<br />
SCHEDULE. 7<br />
Cash and Bank Balances<br />
1. Cash on Hand 64,080,641 4,517,121<br />
2. Balances with Schedule Banks 287,789 304,314<br />
- In Current Accounts 1,379,051 800,889<br />
- At Euram Bank, Vienna 639,678,594 9,185,143<br />
- As Margin Money 127,179 1,736,351<br />
Total 705,553,254 16,543,818<br />
SCHEDULE. 8<br />
Loans And Advances (Unsecured-considered Good)<br />
1. Advance to Suppliers 870,777,331 744,481,760<br />
2. Advance to Staff 2,550,942 3,196,014<br />
3. Other advances 1,134,614,459 1,011,219,099<br />
4. Deposits 121,819,939 35,804,407<br />
5. Prepaid Expenses 124,255 163,354<br />
6. Excise Balance 16,699,674 3,215,288<br />
7. Tax Deducted at Source 2,944,083 2,606,758<br />
8. Advances to Subsiaries — —<br />
Total 2,149,530,682 1,800,686,680<br />
: : 73 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
SCHEDULES FORMING PART OF BALANCE SHEET AS AT 30.09.2008<br />
(Amount in Rupees)<br />
Particulars As At As At<br />
30.09.2008 30.06.2007<br />
SCHEDULE. 9<br />
Current Liabilities And Provisions<br />
A. Current Liabilities<br />
1. Creditors for Supplies and Others 1,728,497,964 771,643,717<br />
2. Creditors for Services and Expenses 140,844,216 84,968,000<br />
3. Other Liabilities 152,451,108 76,372,198<br />
4. Advance From Customers 39,822,094 56,440,071<br />
5. Interest Accrued but not due 24,167,495 28,234,074<br />
6. Capital Creditors 10,563,463 —<br />
7. TDS Payable 2,692,183 1,656,705<br />
8. Advances from Holding Company — —<br />
Sub-total 2,099,038,523 1,019,314,765<br />
B. Provisions<br />
1. Proposed Dividends 3,045,250 2,436,200<br />
2. Provision for Income-tax 34,526,430 86,125,844<br />
3. Provision for Dividend Tax 517,692 —<br />
4. Provision for fringe Benefit Tax 980,859 550,940<br />
Sub-total 39,070,231 89,112,984<br />
Total 2,138,108,755 1,108,427,749<br />
As per our report of even date<br />
For and on behalf of the Board<br />
T. Raghavendra & Associates<br />
Chartered Accountants<br />
T. Raghavendra Y.S. Chowdary G. Srinivasa Raju<br />
Chairman Managing Director<br />
Place: Hyderabad Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008 Date : 10.12.2008 Company Secretary<br />
: : 74 : :
SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 30.09.2008<br />
(Amount in Rupees)<br />
For The<br />
For The<br />
Particulars Period Ended Period Ended<br />
30.09.2008 30.06.2007<br />
SCHEDULE. 10<br />
Sales<br />
1. Sales - Indigenous 20,794,398,002 11,385,019,505<br />
- Exports 1,255,547,534 726,193,361<br />
Total 22,049,945,536 12,111,212,866<br />
SCHEDULE. 11<br />
Other Income<br />
1. Interest Earned 24,811,189 25,935,542<br />
2. Jobwork Income 10,709,458 9,003,356<br />
3. Miscellaneous Income 208,222 5,129,821<br />
4. Excess Provisions Made Written Back 20,767,791 6,915,019<br />
5. Rent Received 135,000 —<br />
6. Commissions Received 406,962 2,037,981<br />
7. Profit On Sale Of Assets 319,074 —<br />
8. Foreign Exchange Fluctuations 24,207,242 —<br />
Total 81,564,937 49,021,719<br />
SCHEDULE. 12<br />
Increase/(Decrease) In Stocks<br />
Opening Stock — —<br />
1. Finished Goods 314,714,008 58,446,251<br />
2. Semi-finished Goods 4,882,701 5,323,256<br />
Sub-Total 319,596,709 63,769,507<br />
Closing Stock<br />
1. Finished Goods 918,228,979 314,714,008<br />
2. Semi-finished Goods 8,594,408 4,882,701<br />
Sub-Total 926,823,387 319,596,709<br />
Increase/(Decrease) in Stocks 607,226,678 255,827,202<br />
SCHEDULE. 13<br />
Material Consumed And Bought-out Goods<br />
Opening stock of Material 84,083,935 73,961,526<br />
Add: Purchase of Material 2,737,364,945 11,072,568,024<br />
2,821,448,880 11,146,529,550<br />
Less: Closing stock of Material 106,102,257 84,083,935<br />
Raw Material Consumed 2,715,346,623 11,062,445,615<br />
Add:Bought out Goods 18,275,466,982 —<br />
Total Materials Consumed 20,990,813,605 11,062,445,615<br />
20,990,813,605 11,062,445,615<br />
: : 75 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 30.09.2008<br />
(Amount in Rupees)<br />
For The<br />
For The<br />
Particulars Period Ended Period Ended<br />
30.09.2008 30.06.2007<br />
SCHEDULE. 14<br />
Manufacturing, Administrative And Selling Expenses<br />
Power And Fuel 166,649,316 108,451,521<br />
Machinery Maintainance 5,328,688 5,979,210<br />
Job Work Expenses 21,042,727 6,327,208<br />
Staff And Workers Welfare 1,752,241 9,959,267<br />
Repairs To Buildings 249,287 594,453<br />
Salaries And Wages 39,081,083 68,740,247<br />
Bonus To Employees 1,909,267 826,885<br />
Director's Remuneration 9,635,734 2,312,147<br />
Contribution To Esi And Pf 2,360,779 1,030,581<br />
Insurance 851,220 1,624,574<br />
Printing And Stationery 1,361,008 4,168,580<br />
Postage, Telegrams And Telephones 2,475,815 3,137,169<br />
Travelling And Conveyance - General 5,237,500 13,766,666<br />
Travelling And Conveyance - Directors 414,499 190,816<br />
Travelling - Foreign 546,085 49,313<br />
Professional Charges 34,371,556 16,603,499<br />
Rent, Rates & Taxes 6,119,317 5,099,405<br />
Auditors Remuneration<br />
- Audit Fees 154,776 75,000<br />
- Tax Audit Fees 25,000 15,000<br />
- Others 44,944 —<br />
<strong>Group</strong> Gratuity Scheme — 54,446,191<br />
Miscellaneous Expenses 37,098,487 8,420,419<br />
Carriage Outwards 3,427,877 1,269,635<br />
Commission & Discount 517,637 1,410,292<br />
Meeting And Conference Expenses 254,567 439,512<br />
Advertisement Expenses 3,648,462 12,305,032<br />
Repairs & Maintenance 17,883 —<br />
Samples 325,872 —<br />
Depreciation 15,659 —<br />
Provident Fund 35,731 —<br />
Foreign Exchange Loss 5,455 —<br />
Sundry Expenses 6,506 —<br />
Business Development Expenses 1,578,114 2,797,741<br />
Secretarial Fee 37,160 —<br />
Loss On Sale Of Fixed Assets 16,961,323 —<br />
Gdr Issue Expenses — 9,509,118<br />
Foreign Exchange Transaction Loss 3,729,694 —<br />
Total 367,271,268 339,549,480<br />
SCHEDULE. 15<br />
Financial Expenses<br />
Bank Charges 18,881,251 13,006,673<br />
Interest On Term Loans 234,327,656 185,393,620<br />
Interest On Working Capital Loan 59,707,881 11,362,951<br />
Interest To Others 18,663,620 1,459,087<br />
Other Financial Charges 22,993,771 27,339,667<br />
Total 354,574,178 238,561,998<br />
: : 76 : :
Accounting Polices adopted in the preparation of Consolidate Accounts<br />
A. Principles of Consolidation<br />
The Consolidated Financial Statements relate to <strong>Sujana</strong> Universal Industries Limited (Parent Company)<br />
and its 100% subsidiary companies – PAC Ventures Pte. Ltd.,, Singapore, <strong>Sujana</strong> Holdings Limited, Dubai,<br />
Nuance Holdings Limited, Hong Kong and Sun Trading Limited, Cayman Islands have been prepared in<br />
accordance with Accounting Standard 21 “ Consolidated Financial Statements” read with Accounting Standard<br />
23 “Accounting for Investments in Associate in consolidated Financial Statements “ issued by the Institute<br />
of Chartered Accountants of India.<br />
The Consolidated accounts have been prepared based on line by line consolidation by adding together the<br />
book values of like items of assets, liabilities, income and expenses as per the accounts of the parent<br />
company and its subsidiary companies and intra <strong>Group</strong> balances/Intra <strong>Group</strong> transactions have been<br />
eliminated.<br />
The Subsidiary Company’s Financial Statements are duly audited upto 31 st May, 2008 in case of Pac<br />
Ventures Pte., Limited, Singapore and upto 30 th June, 2008 in case of Nuance Holdings Limited, Hong<br />
Kong.<br />
The Other Subsidiaries Company’s M/s <strong>Sujana</strong> Holdings Limited, Dubai and Sun Trading Limited, Cayman<br />
Islands financial statements are un audited and the same are prepared by respective company’s management<br />
The consolidated accounts have been prepared using uniform accounting policies for like transactions and<br />
other events in similar circumstances and are presented to the extent possible, in the same manner as the<br />
parent possible, in the same manner as the parent company’s individual accounts.<br />
In case of foreign subsidiaries the revenue items, assets and liabilities are converted at the rate prevailing<br />
as on the date of the balance sheet.<br />
The excess/lower of cost of parent company’s investments and other current assets/liabilities over subsidiary<br />
companies arisen due to the FE fluctuations is treated as foreign exchange transaction reserve or good will<br />
as the case may be. The exchange difference arising on consolidation on account diminution of assets or<br />
accretion of liabilities is recognized in the consolidated Profit & Loss Account.<br />
B. Details of subsidiary company considered in the consolidated accounts:<br />
Name of the Subsidiary Country of Shareholding Extent of Holding<br />
corporation as on (%) Direct<br />
1. PAC VENTURES PTE.LTD SINGAPORE 30.09.2008 100%<br />
2. SUJANA HOLDINGS LTD., DUBAI 30.09.2008 100%<br />
3 NUANCE HOLDINGS LTD. HONG KONG 30.09.2008 100%<br />
4. SUN TRADING LTD., CAYMAN ISLANDS 30.09.2008 100%<br />
C. Basic and Diluted Earnings per Share Rs.<br />
2007-08 (15 Months)<br />
Net Profit after Tax 631171734<br />
Less : Dividend on CRPS 3045250<br />
Dividend Tax 517692<br />
Net Profit available for Equity Shareholder 627608792<br />
No.of Equity Shares of Rs. 10/- each 123841072<br />
Basic Earnings per Share of Rs. 10/- each 5.07<br />
D. Other significant accounting policies:<br />
Accounting Standards 1 to 29 (to the extent applicable) issued by the Institute of Chartered Accountants<br />
of India have been duly considered while preparing the accounts of both holding and subsidiary company<br />
and the same have been explained in detail in the notes on accounts of the respective companies which<br />
may be referred to . Notes to Accounts annexed to respective financial statements form part of this<br />
consolidated financial statement.<br />
For T. RAGHAVENDRA & ASSOCIATES<br />
Chartered Accountants<br />
Place : Hyderabad<br />
Date : 10.12.2008<br />
T. RAGHAVENDRA<br />
: : 77 : :
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
CONSOLIDATED CASH FLOW STATEMENT<br />
PARTICULARS 30.09.2008 30.06.2007<br />
(Rs.in Lakhs)<br />
(Rs.in Lakhs)<br />
CASH FLOW FROM OPERATING ACTIVITIES<br />
Net Profit before Tax 7464.59 5648.90<br />
Adjustments for<br />
Depreciation 2796.19 2106.15<br />
Financial Expenses 3545.74 2385.62<br />
Interest earned & other income -815.65 -490.22<br />
Operating Profit Before Working Capital Changes 12990.87 9650.45<br />
Adjustments for<br />
Decrease/(Increase)in Inventories -6292.45 -2676.45<br />
Decrease/(Increase)in Debtors -4311.73 -8424.48<br />
Decrease/(Increase)in in Loans& Advances -3488.44 -7038.78<br />
Increase/(Decrease)in Current Liabilities 10292.67 3434.09<br />
Cash Generated from Operations 9190.93 -5055.17<br />
Interest & Financial Charges -3545.75 -2385.62<br />
Other Income 815.65 490.22<br />
Extraordinary Item -574.05 -66.12<br />
Cash from Operating Activities (A) 5886.79 -7016.69<br />
CASH FLOW FROM FINANCIAL ACTIVITIES<br />
Increase/(Decrease)in Share Capital 8245.23 7688.50<br />
Increase/(Decrease)in Share Application money -1004.50 1004.50<br />
Increase/(Decrease)in W.C.loans & Term loans -1497.85 -1498.23<br />
Increase/(Decrease)in Dividend & Taxes paid -390.70 -895.27<br />
Net Cash from financing activities (B) 5352.18 6299.50<br />
CASH FLOW FROM INVESTING ACTIVITIES<br />
(Increase)/Decrease in Purchase of fixed assests -4764.74 -3687.51<br />
(Increase)/Decrease in investments — —<br />
(Increase)/Decrease in revaluation reserve -4.35 -3.47<br />
(Increase)/Decrease in other reserves 420.23 —<br />
Cash from Investment activities(C) -4348.86 -3690.98<br />
Net Increase in cash and cash equivalent (A+B+C) 6890.10 -4408.18<br />
Cash and Cash equivalent as on 30.06.2006 165.43 4573.61<br />
Cash and Cash equivalent as on 30.06.2007 7055.53 165.43<br />
As per our report of even date<br />
For and on behalf of the Board<br />
T. Raghavendra & Associates<br />
Chartered Accountant<br />
T. Raghavendra Y.S. Chowdary G. Srinivasa Raju<br />
Chairman<br />
Managing Director<br />
Place: Hyderabad Place: Hyderabad P. Apser Hussen<br />
Date : 10.12.2008 Date : 10.12.2008 Company Secretary<br />
: : 78 : :
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE<br />
(Amount in Lakhs)<br />
I REGISTRATION DETAILS<br />
Registration No.<br />
L29309AP1986PLC006714<br />
Balance Sheet Date 30.09.2008<br />
State Code 01<br />
II CAPITAL RAISED DURING THE YEAR<br />
Public Issue<br />
nil<br />
Right Issue<br />
nil<br />
Bonus Issue<br />
nil<br />
Private Placement/Share Application Money 3987.92<br />
III POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS<br />
Total Liabilities 68641.05<br />
Total Assets 68641.05<br />
SOURCE OF FUNDS<br />
Paid up Capital 14820.31<br />
Share Application money<br />
nil<br />
Reserves & Surplus 34717.14<br />
Deferred Tax Liability 3346.71<br />
Secured Loans 15756.89<br />
Un Secured Loans<br />
nil<br />
APPLICATION OF FUNDS<br />
Net Fixed Assets 20167.93<br />
Workin progress 1163.42<br />
Investments 1007.74<br />
Net Current Assets 46301.96<br />
Mis. Fixed Assets 0<br />
Deferred Revenue Expenditure 0<br />
Accumalated Losses 0<br />
IV PERFORMANCE OF THE COMPANY<br />
Total Turnover 124171.59<br />
Total Expenditure 120716.46<br />
Profit Before Tax 3455.13<br />
Profit after Tax 2871.39<br />
Earning per Share in Rs. 1.83<br />
Dividend Rate % 0<br />
V GENERIC NAMES OF THREE PRINCIPAL PRODUCTS / SERVICES OF THE COMPANY<br />
( AS PER MONETARY TERMS)<br />
Product Description<br />
Fans<br />
Item Code ( IT CODE) 841451<br />
Product Description<br />
Bearings<br />
Item Code ( IT CODE) 8482<br />
Product Description<br />
Cast Iron<br />
Products<br />
Item Code ( IT CODE) 7201130 01<br />
: : 79 : :
INTENTIONALLY KEPT BLANK
✂<br />
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
Regd.Office: Plot Nos.10, 11 & 12, Survey No.172, IDA Bollaram,<br />
Jinnaram Mandal, Medak District, A.P.<br />
Regd Folio No. :..........................<br />
No of Shares Held.........................<br />
PROXY FORM<br />
I/We................................................................................................................ resident(s)<br />
of .............................................................. being a member/members of SUJANA UNIVERSAL<br />
INDUSTRIES LIMITED hereby appoint Mr/Ms..........................................................................<br />
of....................................................... or failing him/her.....................................................<br />
of................................................. as my/our proxy to attend and vote for me/us on my/our<br />
behalf at the Twentieth <strong>Annual</strong> General Meeting of the Company to be held on Friday,<br />
27th February, 2009 at 10.00 A.M and at any adjournment thereof.<br />
Affix<br />
Revenue<br />
Signed this the ..................day of .................. 2009<br />
Stamp<br />
Re 1.00<br />
Signature......................................................................<br />
Note: The instrument of proxy shall be deposited at the Registered Office of the Company not<br />
less than 48(forty eight) hours before the time for holding the Meeting.<br />
✂<br />
A PROXY NEED NOT BE A MEMBER.<br />
SUJANA UNIVERSAL INDUSTRIES LIMITED<br />
Regd.Office: Plot Nos.10, 11 & 12, Survey No.172, IDA Bollaram,<br />
Jinnaram Mandal, Medak District, A.P.<br />
✂<br />
Member's Folio Number.....................................<br />
No. of Shares held.....................<br />
ATTENDANCE SLIP<br />
(for 20th AGM)<br />
This Attendance Slip duly filled in to be handed over at the entrance of the Meeting Hall<br />
Name of the Attending Member or proxy (In Block Letters) .......................................................<br />
I hereby record my presence at the Twentieth <strong>Annual</strong> General Meeting to be held on Friday,<br />
27th February, 2009 at Plot Nos.10,11 & 12, Survey No.172, Bollaram Village, Jinnaram Mandal,<br />
Medak District, Andhra Pradesh at 10.00 A.M.<br />
✂<br />
✂<br />
To be signed at the time of handing over this slip ..............................................<br />
Member's/Proxy's Signature<br />
INVITATION FOR LUNCH<br />
Members of the Company are invited to lunch at 12.30P.M.<br />
On 27.02.2009 at the venue of the AGM.<br />
✂