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SUJANA METAL PRODUCTS LIMITED<br />
subsidiary Companies and other documents<br />
required to be attached under Section 212(1)<br />
of the Companies Act, 1956, to the Balance<br />
Sheet of your Company. The said exemption<br />
is granted vide Circular No. 5/12/2007-CL-III<br />
issued by Ministry of Corporate Affairs dated<br />
08.02.2011.<br />
Accordingly, the said documents of subsidiary<br />
Companies are not being attached with the<br />
Balance sheet of the Company. A gist of<br />
the financial performance of the subsidiary<br />
Companies is contained in the report. The<br />
annual accounts of the subsidiary Companies<br />
are open for inspection by any member/<br />
investor at the Company’s Registered office<br />
and the Company will make available these<br />
documents and the related detailed information<br />
upon request by any investor of the Company<br />
or any investor of its subsidiary Companies<br />
who may be interested in obtaining the same.<br />
A statement containing brief financial details<br />
of the Company’s subsidiaries for the financial<br />
year ended March 31, 2011 is annexed to this<br />
Report.<br />
In terms of Clause 32 of the Listing Agreement<br />
with the Stock Exchanges and as prescribed<br />
by Accounting Standard 21 notified by the<br />
Government of India under Section 211(3C)<br />
of the Companies Act, 1956, the Audited<br />
Consolidated Financial Statements are<br />
annexed.<br />
10. Postal Ballot:<br />
During the period 2009-11, the Company<br />
conducted two postal ballot exercises to<br />
obtain members approval for, inter alia:<br />
- Issue of convertible warrants on<br />
preferential basis to promoters and<br />
promoter group.<br />
- Increasing the borrowing powers of the<br />
Company.<br />
- To increase the limit of making loan,<br />
investment, security, guarantee under<br />
Section 372A of the Companies Act,<br />
1956.<br />
- Shifting the registered office of the<br />
Company from Survey No:296/7/9, IDA<br />
Bollaram, Jinnaram Mandal, Medak<br />
District to Plot No:18, Nagarjuna Hills,<br />
Panjagutta, Hyderabad-500082.<br />
- Issue of equity shares and/or any<br />
securities linked to, convertible into<br />
or exchangeable for equity shares<br />
including without limitations through<br />
Global Depository Receipts (GDR)/<br />
Foreign Currency Convertible<br />
Bonds (FCCBs)/ Foreign Currency<br />
Exchangeable Bonds(FCEB)/American<br />
Depository Receipts (ADR), Qualified<br />
Institutional Placements (QIP)<br />
The complete details of postal ballot exercises<br />
are provided in the Corporate Governance<br />
Report attached and forming part of this<br />
report.<br />
11. Corporate Governance:<br />
Your Company’s Report on Corporate<br />
Governance is attached and forms part of<br />
this report. Certificate from the Practicing<br />
Company Secretary confirming the<br />
compliance with the conditions of Corporate<br />
Governance as stipulated under Clause 49 of<br />
the listing agreement is attached to this report.<br />
12. Management Discussion and Analysis<br />
Report:<br />
A separate Management Discussion and<br />
Analysis Report is also attached and forms<br />
part of this report.<br />
13. Directors:<br />
In accordance with the provisions of the<br />
Companies Act, 1956 and the Company’s<br />
Artciles of Association, Shri Y.S. Chowdary<br />
and Dr.V.Malakonda Reddy, Directors retire<br />
by rotation at the forthcoming Annual General<br />
Meeting and being eligible, offer themselves<br />
for re-appointment.<br />
Further, Shri S.Hanumantha Rao, whose term<br />
as Executive Director expires on 30.09.2010,<br />
was re-appointed as Director (Finance) of the<br />
Company with effect from 13th August, 2010<br />
for a period of 5 years at the Board Meeting<br />
held on 13th August, 2010 subject to the<br />
approval of the members. Separate resolution<br />
has been put up for consideration by the<br />
members.<br />
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