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ANNUAL REPORT 2013-2014

BOARD OF DIRECTORS
NON-EXECUTIVE CHAIRMAN
MANAGING DIRECTOR
DIRECTORS

: Dr. V. Malakonda Reddy*


: Shri G. Srinivasa Raju
: Shri Y.S. Chowdary
Shri S. Hanumantha Rao
Shri J. Ramakrishnan*
Dr. K. Srinivasa Rao*
Shri Ch. Srinivasu#
*Independent, Non-Executive Directors
# Nominee from IDBI Bank

MANAGEMENT COMMITTEE

: Shri G. Srinivasa Raju


Shri S. Hanumantha Rao
Shri J. Ramakrishnan

AUDIT COMMITTEE

: Dr. K. Srinivasa Rao


Shri S. Hanumantha Rao
Shri J. Ramakrishnan

CORPORATE SOCIAL
RESPONSIBILITY COMMITTEE

: Shri G. Srinivasa Raju


Shri S. Hanumantha Rao
Dr. K. Srinivasa Rao

NOMINATION AND
REMUNERATION COMMITTEE

: Shri S. Hanumantha Rao


Dr. K. Srinivasa Rao
Shri J. Ramakrishnan

RISK MANAGEMENT COMMITTEE

: Shri G. Srinivasa Raju


Shri S. Hanumantha Rao
Dr. K. Srinivasa Rao

SHARE TRANSFER COMMITTEE

: Shri Y.S. Chowdary


Shri G. Srinivasa Raju
Shri J. Ramakrishnan

SHAREHOLDERS GRIEVANCES
COMMITTEE

: Shri Y.S. Chowdary


Shri G. Srinivasa Raju
Shri J. Ramakrishnan

CHIEF FINANCIAL OFFICER

: Shri B. Manoharan

COMPANY SECRETARY

: Shri M. Naresh Kumar

STATUTORY AUDITORS

: M/s. T. Raghavendra & Associates


Chartered Accountants, Hyderabad

INTERNAL AUDITORS
COST AUDITORS

Shri M. Balaramakrishnaiah
Chartered Accountant, Hyderabad
: M/s. B.V.R. & Associates
Cost Accountants, Hyderabad

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BANKERS

: Bank of Baroda
Bank of India
Central Bank of India
IDBI Bank Limited
Indian Overseas Bank
Oriental Bank of Commerce
UCO Bank

REGISTERED OFFICE
& CORPORATE OFFICE

: Plot No. 41
Nagarjuna Hills, Panjagutta
Hyderabad, Telangana- 500 082
Website: www.sujana.com

WORKS -

: Plot Nos. 10,11 & 12


Survey No. 172
Bollaram Village
Jinnaram Mandal, Medak District
Telangana

LEC DIVISION


- DOMESTIC APPLIANCES

DIVISION

: Plot No. 1B, Survey No. 308


Sri Venkateswara Co-Operative
Industrial Estate, Jeedimetla
Hyderabad 500 055

STEEL PRODUCTS DIVISION

: Plot No.128/A
I.D.A. Bollaram
Jinnaram Mandal, Medak District
Telangana

-
INFRASTRUCTURE DIVISION

: Plot No.41, Nagarjuna Hills


Panjagutta, Hyderabad 500082

LISTING

: Equity
Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai - 400 001
National Stock Exchange of India Limited
(NSE)
5th Floor, Exchange Plaza
Bandra (E), Mumbai - 400 051

REGISTRAR & SHARE TRANSFER


AGENTS

: M/s. Bigshare Services Private Limited


306, Right Wing, 3rd Floor
Amrutha Ville, Opp: Yashoda Hospital
Raj Bhavan Road, Somajiguda
Hyderabad - 500 082
Phone No. 040-2337 4967
Email: bsshyd@bigshareonline.com
Website: bigshareonline.com

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ANNUAL REPORT 2013-2014

NOTICE

applicable provisions of the Companies Act,


2013, and the Companies (Appointment
and Qualification of Directors) Rules, 2014
[Including any statutory modification(s) or reenactment thereof for the time being in force]
read with Schedule IV to the Companies Act,
2013, and provisions of Listing Agreement, Dr.
V. Malakonda Reddy (DIN: 00839850), who
was earlier appointed as an Additional Director
(Independent Director) on 28th August,
2014 in respect of whom the Company has
received a notice in writing from a member
under Section 160 of the Companies Act,
2013 signifying his intention to propose Dr.
V. Malakonda Reddy as a candidate for the
office of Director of the Company, be and is
hereby appointed as an Independent Director
of the Company to hold office for a term upto
five consecutive years commencing from 28th
August, 2014 to 27th August, 2019, whose
period of office shall not be liable to retire by
rotation.

NOTICE is hereby given that the 25th Annual


General Meeting of the Members of Sujana
Universal Industries Limited will be held on
Tuesday, the 30th day of September, 2014 at
Kohinoor, Taj Deccan, Road No. 1, Banjara
Hills, Hyderabad-500034, Telangana at 10:00
a.m. to transact the following businesses:
ORDINARY BUSINESS:
1.

To receive, consider and adopt the financial


statements of the Company for the financial
year ended on 31st March, 2014, including
the Audited Balance Sheet as at 31st March,
2014, the Statement of Profit and Loss for
the financial year ended on that date and the
reports of the Board of Directors and Auditors
thereon.

2.

To appoint a director in place of Shri Y.S.


Chowdary, (DIN-00061477), who retires by
rotation and being eligible, offers himself for
re-appointment.

3. To re-appoint Statutory Auditors of the


Company M/s. T. Raghavendra & Associates
(Membership
No.
023806),
Chartered
Accountants, Hyderabad to hold office from
the conclusion of this Annual General Meeting
(AGM) until the conclusion of the 28th Annual
General Meeting (i.e. for Three financial
years), under the provisions of Section 139
of the Companies Act, 2013 (as amended or
re-enacted from time to time) read with rule
no. 3 of the Companies (Audit and Auditors)
Rules, 2014 and to authorize the Board to
fix their remuneration, subject to ratification
by the members at every Annual General
Meeting.

5.

To appoint Shri J. Ramakrishnan (DIN:


02153325) as an Independent Director
and in this regard to consider and if
thought fit, to pass, with or without
modification(s), the following resolution
as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions


of Sections 149, 152 and all other applicable
provisions of the Companies Act, 2013, and the
Companies (Appointment and Qualification of
Directors) Rules, 2014 [Including any statutory
modification(s) or re-enactment thereof for
the time being in force] read with Schedule IV
to the Companies Act, 2013, and provisions
of Listing Agreement, Mr. J. Ramakrishnan
(DIN: 02153325), who was earlier appointed
as a Director liable to retire by rotation and in
respect of whom the Company has received a
notice in writing from a member under Section
160 of the Companies Act, 2013 signifying his
intention to propose Mr. J. Ramakrishnan as
a candidate for the office of Director of the
Company, be and is hereby appointed as an
Independent Director of the Company to hold
office for a term upto five consecutive years
commencing from 30th September, 2014 to
29th September, 2019, whose period of office
shall not be liable to retire by rotation.

SPECIAL BUSINESS:
4. To appoint Dr. V. Malakonda Reddy
(DIN: 00839850) as an Independent
Director and in this regard to consider
and if thought fit, to pass, with or
without modification(s), the following
resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions


of Sections 149, 152, 161 and all other

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6.

To appoint Dr. K. Srinivasa Rao (DIN:


02257745) as an Independent Director
and in this regard to consider and if
thought fit, to pass, with or without
modification(s), the following resolution
as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions


of Sections 149, 152 and all other applicable
provisions of the Companies Act, 2013, and the
Companies (Appointment and Qualification of
Directors) Rules, 2014 [Including any statutory
modification(s) or re-enactment thereof for
the time being in force] read with Schedule IV
to the Companies Act, 2013, and provisions
of Listing Agreement, Dr. K. Srinivasa Rao
(DIN: 02257745), who was earlier appointed
as a Director liable to retire by rotation and in
respect of whom the Company has received a
notice in writing from a member under Section
160 of the Companies Act, 2013 signifying
his intention to propose Dr. K. Srinivasa Rao
(DIN: 02257745) as a candidate for the office
of Director of the Company, be and is hereby
appointed as an Independent Director of the
Company to hold office for a term upto five
consecutive years commencing from 30th
September, 2014 to 29th September, 2019,
whose period of office shall not be liable to
retire by rotation.

7.

Board) for borrowing from time to time any


sum or sums of money by way of cash credit,
loan, overdraft, discounting of bills, operating
of letters of credit, for standing guarantee
or counter-guarantee and any other type of
credit line or facilities, on such security and
on such terms and conditions as the Board
may deem fit, notwithstanding that the
money to be borrowed together with the
money already borrowed by the Company
(apart from temporary loans obtained or to
be obtained from the Company bankers in
the ordinary course of business) including
rupee equivalent foreign currency loans
(such rupee equivalent being calculated at
the exchange rate prevailing as on the date
of relevant foreign currency agreement) may
exceed, at any time, the aggregate of the
paid-up capital of the Company and its free
reserves, provided however the total amount
so borrowed in excess of the aggregate of the
paid-up capital of the Company and its free
reserves shall not at any time exceed Rs.2500
Crores (Rupees Two Thousand Five Hundred
Crores).

RESOLVED FURTHER THAT the Board be and


is hereby authorized to do and execute all
acts on behalf of the Company all documents
and forms relating to the above credit lines
and to secure the facilities by hypothecation
of present and future raw materials belonging
to the Company and lying in any godown,
factory or anywhere in India, stock of stores,
work-in-progress and finished goods and
book debts, and that the Company do create
an equitable mortgage on the fixed assets
of the Company in favour of the Banks/
Financial Institutions/NBFCs by depositing
the title deeds in relation thereto, as collateral
security for the credit facility made available
to the Company.

RESOLVED FURTHER THAT the securities to


be created by the Company aforesaid may
rank prior/paripassu with/to the mortgages
and/or charges already created or to be
created by the Company as may be agreed
to, between the concerned parties.

RESOLVED FURTHER THAT the Board be

To approve the Borrowing Limits along


with guarantee or counter-guarantee
and in this regard to consider and if
thought fit, to pass, with or without
modification(s), the following resolution
as a Special Resolution:

RESOLVED THAT in supersession of the


Ordinary Resolution passed at the 22nd
Annual General Meeting of the Company
held on 24th September, 2011 under Section
293(1)(d) of the Companies Act, 1956 and in
pursuant to the provisions of Section 180(1)
(c) and other applicable provisions of the
Companies Act, 2013 [including and statutory
modifications(s) or re-enactment thereof, for
the time being in force], and that of the Articles
of Association of the Company, consent of
the Company be and is hereby accorded to
the Board of Directors of the Company (the

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ANNUAL REPORT 2013-2014


the overall ceiling prescribed by the Members
of the Company in terms of Section 180(1)(c)
of the Companies Act, 2013.

and is hereby authorized to delegate all or


any of the powers herein conferred to any
Committee of Directors or any one or more
Directors of the Company.
8.

RESOLVED FURTHER THATthe securities to


be created by the Company aforesaid may
rank prior/paripassu with/to the mortgages
and/or charges already created or to be
created by the Company as may be agreed to
between the concerned parties.

To mortgage and/or charge any of its


movable and / or immovable properties
wherever situated both present and
future and in this regard to consider and
if thought fit, to pass, with or without
modification(s), the following resolution
as a Special Resolution:
RESOLVED THAT in supersession of the
Ordinary Resolution passed at the 24th Annual
General Meeting of the Company held on 30th
September, 2013 under Section 293(1)(a) of
the Companies Act, 1956 and in pursuant to
the provisions of Section 180(1)(a) and other
applicable provisions of the Companies Act,
2013 [including and statutory modifications(s)
or re-enactment thereof, for the time being in
force], and that of the Articles of Association
of the Company, consent of the Company
be and is hereby accorded to the Board of
Directors of the Company (the Board) to
hypothecate/mortgage and/or charge and/or
encumber in addition to the hypothecations/
mortgages
and/or
charges
and/or
encumbrances created by the Company, in
such form and manner and with such ranking
and at such time (s) and on such terms as the
Board may determine, all or any part of the
movable and/or immovable properties of the
Company wherever situated both present and
future, and/or create a floating charge on all
or any part of the immovable properties of
the Company and the whole or any part of
the undertakings(s) of the Company, together
with power to take over the management of
the business and concern of the Company
in certain events of default, in favour of the
Companys Bankers/Financial Institutions/
other investing agencies and trustees for
the holder of Debentures/Bonds/other
instruments/securities to secure any Rupee/
Foreign Currency Loans, Guarantee assistance,
Standby Letter of Credit and/or any issue of
Non-Convertible
Debentures/Instruments,
and/or Compulsorily or Optionally, Fully/Partly
Convertible Debentures/Instruments, within

RESOLVED FURTHER THAT the Board be


and is hereby authorized to delegate all or
any of the powers herein conferred to any
Committee of Directors or any one or more
Directors of the Company.
9.

To approve and adopt the new set of


Articles of Association of the Company in
this regard to consider and if thought fit,
to pass, with or without modification(s),
the following resolution as a Special
Resolution:
RESOLVED THAT pursuant to the provisions
of Section 14 and all other applicable
provisions of the Companies Act, 2013 and
the Rules made there under [including and
statutory modifications(s) or re-enactment
thereof, for the time being in force], the
draft regulations contained in the Articles
of Association submitted to this meeting,
be and are hereby approved and adopted in
substitution and to the entire exclusion of the
regulations contained in the existing Articles
of Association of the Company.
RESOLVED FURTHER THAT the Board be and
is hereby authorized to do all such acts, deeds
and things and to take all such steps as may
be necessary for the purpose of giving effect
to this resolution.

10. To ratify the remuneration of the Cost


Auditors for the financial year ending
31st March, 2015 and in this regard to
consider and if thought fit, to pass, with
or without modification(s), the following
resolution as an Ordinary Resolution:

::5::

RESOLVED THAT pursuant to the provisions


of Section 148 and all other applicable
provisions of the Companies Act, 2013 and
Companies (Audit and Auditors) Rules, 2014

and conditions are available for inspection


by members at the Registered Office of the
Company and also available @ www.sujana.
com.

[including and statutory modifications(s) or


re-enactment thereof, for the time being in
force], the remuneration of Rs. 1.50/- lakhs
(Rupees One Lakh Fifty Thousand Only) plus
service tax as applicable and reimbursement
of actual travel and out of pocket expenses,
to be paid to M/s. B. V. R. & Associates,
(Member Ship No. 16851) Cost Auditors of the
Company, for the financial year 2014-2015,
as approved by the Board of Directors of the
Company, be and is hereby ratified.

5.

The details under Clause 49 of the Listing


Agreement with the Stock Exchanges in
respect of Director seeking appointment/reappointment at the Annual General Meeting,
is annexed hereto.

BY ORDER OF THE BOARD

6.

The Share Transfer Books and Register of


Members of the Company will remain closed
on Thursday 25th September, 2014 (One day
only).

G. Srinivasa Raju
Managing Director
Place: Hyderabad
Date: 28th August, 2014
NOTES:
1.

A MEMBER ENTITLED TO ATTEND AND VOTE


AT THE MEETING IS ENTITLED TO APPOINT
A PROXY TO ATTEND AND VOTE INSTEAD OF
HIMSELF/HERSELF AND SUCH PROXY NEED
NOT BE A MEMBER. PROXIES IN ORDER TO
BE EFFECTIVE MUST BE DULY STAMPED,
SIGNED AND DEPOSITED AT THE COMPANYS
REGISTERED OFFICE NOT LESS THAN 48
HOURS BEFORE THE TIME FOR HOLDING
THE MEETING. Proxies submitted on behalf
of Limited Companies, Societies, Partnership
Firms, etc. must be supported by appropriate
resolution / authority, as applicable, issued by
the members organization.

7. Shareholders desiring any information as


regards the accounts are requested to write to
the Company at an early date so as to enable
the Management to keep the information
ready at the meeting.
8.

The registration of share transfers and other


related correspondence will be dealt with
by the Company at M/s. Bigshare Services
Private Limited of Mumbai, having its branch
office at 306, Right Wing, 3rd Floor, Amruta
Ville, Opp: Yashoda Hospital, Raj Bhavan
Road, Somajiguda, Hyderabad - 500 082.

9.

The shareholders/members of the Company,


who are having equity shares of the
Company in physical form, are advised
to get dematerialized of their respective
equity shares by way of surrendering their
physical share certificates to the Registrar
and Share Transfer Agents (RTA) of the
Company (i.e., M/s Bigshare Services Pvt.
Ltd., Hyderabad) through their respective
Depository Participants. The shareholders
/members, who are not having demat
accounts are requested to open the demat
accounts and thereafter approach the RTA for
dematerialization of their equity shares.

2. Members/Proxies are requested to bring


along with them Annual Reports being sent to
them.
3.

An explanatory statement, pursuant to the


provisions of Section 102 of the Companies
Act, 2013 in respect of item No. 04 to 10 of
the notice is annexed hereto.

4. Copy of the draft letters for respective


appointments of Dr. V. Malakonda Reddy, Shri
J. Ramakrishnan and Dr. K. Srinivasa Rao as
Independent Directors setting out the terms

10. The Securities and Exchange Board of India


(SEBI) has mandated the submission of
Permanent Account Number (PAN) by every

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ANNUAL REPORT 2013-2014


participant in securities market. Members holding shares in electronic form are, therefore, requested
to submit the PAN to their Depository Participants. Members holding shares in physical form can
submit their PAN details to the Companys RTA.
11. Electronic copy of the Annual Report for 2013-14 (including Notice of the 25th Annual General Meeting
of the Company along with Attendance Slip and Proxy Form) is being sent to all the members whose
email IDs are registered with the Company/Depository Participants(s) for communication purposes
unless any member has requested for a hard copy of the same. For members who have not registered
their email address, physical copies of the Annual Report for 2013-14 is being sent in the permitted
mode.
12. Members holding shares in electronic form are requested to update the email id with their respective
Depository Participants to receive all the communications in electronic mode.
13. Members may also note that the Notice of the 25th Annual General Meeting and the Annual Report
for 2013-14 will also be available on the Companys website www.sujana.com for their download. The
physical copies of the aforesaid documents will also be available at the Companys Registered Office
in Hyderabad for inspection during normal business hours on working days.
14. Members/Proxies are requested to kindly take note of the following:
a.

Attendance slip, as sent herewith, is required to be brought at the venue duly filled in and
signed, for attending the meeting.

b.

Folio No./DP & Client ID No. may please be quoted in all correspondence with the Company and
or the STA.

15. Boards report is prepared in accordance Ministry of Corporate Affairs vide its General Circular
No.08/2014 dated; 4th April, 2014 which stated that Boards report in respect of financial years that
commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/ Schedules/ rules
of the Companies Act, 1956.
16. Instructions for members for voting electronically are as under:

Pursuant to provisions of the Section 108 of the Companies Act, 2013, read with the Companies
(Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility to
cast their votes electronically on all resolutions set forth in the notice.

The e-voting facility will be available on and from 22nd September, 2014 at 9:30 a.m. and ends on 24th
September, 2014 at 6:00 p.m.

Shri Y. Ravi Prasada Reddy, Practicing Company Secretary, Hyderabad, has been appointed as the
scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
In case of members receiving e-mail:
i.

Log on to the e-voting website www.evotingindia.com

ii.

Click on Shareholders tab.

iii.

Now, select the COMPANY NAME (i.e. SUJANA UNIVERSAL INDUSTRIES LIMITED) from the
drop down menu and click on SUBMIT.

::7::

iv.

Now Enter your User ID.


a.

For CDSL Clients: 16 digits beneficiary ID,

b.

For NSDL Clients: 8 Character DP ID followed by 8 Digits Client ID,

c.

Members holding shares in Physical Form should enter Folio Number registered with the
Company.

v.

Next enter the Image Verification as displayed and click on Login.

vi.

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier voting of any Company, then your existing password is to be used.

vii. If you are a first time user follow the steps given below:

PAN

For Members holding shares in Demat Form and Physical Form


Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
l

Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name in
CAPITAL letters, as recorded in the members register and followed by
the number of shareholdings (not exceeding 8 digits) in the PAN field.

In case the number of shares is less than 8 digits enter the applicable
number of 0s before the number after the first two characters of the
name in CAPITAL letters. Eg., if your name is Ramesh Kumar with
number of shares is 1 then enter RA00000001 in the PAN field.
DOB
Enter the Date of Birth as recorded in your demat account or in the Company
records for the said demat account or folio in dd/mm/yyyy format.
Dividend Bank Enter the Dividend Bank Details as recorded in your demat account or in the
Details
Company records for the said demat account or folio.
l

Please enter the DOB or Dividend Bank Details in order to login. If the
details are not recorded with the depository or Company, please enter
the member id / folio number in the Dividend Bank details field.

viii. After entering these details appropriately, click on SUBMIT tab.


ix.

Members holding shares in physical form will then reach directly the Company selection screen.
However, members holding shares in demat form will now reach Password Creation menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions
of any other Company on which they are eligible to vote, provided that Company opts for
e-voting through CDSL platform. It is strongly recommended not to share your password with
any other person and take utmost care to keep your password confidential.

x.

For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.

xi.

Click on the EVSN for the relevant <Company Name> on which you choose to vote.

xii.

On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option
YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you
assent to the Resolution and option NO implies that you dissent to the Resolution.

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ANNUAL REPORT 2013-2014


xiii. Click on the RESOLUTIONS FILE LINK
if you wish to view the entire Resolution
details.

In case of members receiving the physical


copy:

xiv. After selecting the resolution you have


decided to vote on, click on SUBMIT.
A confirmation box will be displayed. If
you wish to confirm your vote, click on
OK, else to change your vote, click on
CANCEL and accordingly modify your
vote.

xv. Once you CONFIRM your vote on the


resolution, you will not be allowed to
modify your vote.
xvi. You can also take out print of the voting
done by you by clicking on Click here to
print option on the Voting page.

xvii. If Demat account holder has forgotten


the changed password then Enter the
User ID and the image verification code
and click on Forgot Password & enter
the details as prompted by the system.
l

Institutional shareholders (i.e.


other than Individuals, HUF,
NRI etc.) are required to log on
to
https://www.evotingindia.
com and register themselves as
Corporates.
They should submit a scanned
copy of the Registration Form
bearing the stamp and sign of
the entity to helpdesk.evoting@
cdslindia.com.
After receiving the login details
they have to create a user who
would be able to link the account(s)
which they wish to vote on.
The list of accounts should be
mailed to helpdesk.evoting@
cdslindia.com and on approval of
the accounts they would be able
to cast their vote.
They should upload a scanned
copy of the Board Resolution and
Power of Attorney (POA) which
they have issued in favour of the
Custodian, if any, in PDF format in
the system for the scrutinizer to
verify the same.

::9::

Please follow all steps from Sl.No. (i) to Sl.No.


(xvii) above to cast vote.
The voting period begins on 22nd September,
2014 and ends on 24th September, 2014 (both
days inclusive). During this period shareholders
of the Company, holding shares either in
physical form or in dematerialized form, as
on the cut-off date i.e., 12th September,
2014 may cast their vote electronically. The
e-voting module shall be disabled by CDSL for
voting thereafter.
In case you have any queries or issues
regarding e-voting, you may refer the
Frequently Asked Questions (FAQs) and
e-voting manual available at www.evoting
india.com under help section or write an email
to helpdesk.evoting@cdslindia.com.

EXPLANATORY
STATEMENT
PURSUANT
TOSECTION 102(1) OF THE COMPANIES ACT,
2013 (the Act):

interest of the Company to appoint him as an


Independent Director. Accordingly, the Board
recommends the resolution in relation to his
appointment as an Independent Director
pursuant to provisions of Section 149 read
with Schedule IV of the Act for the approval
by the shareholders of the Company.

The following statement sets out all material facts


relating to the business mentioned in Item no. 4 to
10 of the accompanying Notice:
Item No.4:

The Board of Directors of the Company,


in pursuant to the provisions of Section
149 and 160 of the Act and the Articles of
Association of the Company and Clause 49 of
the Listing Agreement, proposes to appoint
Dr. V. Malakonda Reddy (DIN: 00839850)
who was appointed as an Additional Director
(Independent Director) on 28th August, 2014
by the Board of Directors, as Independent
Director of the Company who shall hold office
for a term upto 5 (five) consecutive years with
effect from 28th August, 2014 to 27th August,
2019 subject to his election as a Director by
the members at this Annual General Meeting.
The Company has received notice in writing
from a member, under Section 160 of the Act
proposing the candidature of Dr. V. Malakonda
Reddy (DIN: 00839850) and as Independent
Director of the Company.
The Company has also received declarations
from Dr. V. Malakonda Reddy (DIN: 00839850)
that he meets with criteria of Independence
as prescribed both under sub-section (6) of
Section 149 of the Act and under Clause 49 of
the Listing Agreement.

Dr. V. Malakonda Reddy (DIN: 00839850)


is not disqualified from being appointed as
Director in terms of Section 164 of the Act.
The Board of Directors of your Company,
after reviewing the provisions of the Act,
are of the opinion that he is eligible to be
appointed as Independent Director pursuant
to the provisions of Section 149 of the Act and
Clause 49 of the Listing Agreement.

The Board of Directors of your Company


is also of the opinion that the appointee is
independent of the management of the
Company.

The Board considers that keeping in view his


vast expertise and knowledge; it will be in the

The details as stipulated under Clause 49


of the Listing Agreement with the Stock
Exchanges are provided in Annexure to the
Notice.

Dr. V. Malakonda Reddy (DIN: 00839850)


being an appointee is interested in there
solutions set out at Item No. 4 of the Notice
with regard to his appointment.

Save and except the above, none of the


other Directors/Key Managerial Personnel
of the Company/their relatives are, in any
way, concerned or interested, financially or
otherwise, in this resolution.

This statement may also be regarded as


a disclosure under clause 49 of the listing
agreement with the Stock Exchanges.

The Board recommends the Ordinary


Resolutions set out at Item No. 4 of the Notice
for approval by the shareholders.

Item No.5 & 6:


: : 10 : :

Shri J. Ramakrishnan and Dr. K. Srinivasa Rao


have been appointed as Independent Directors
of the Company, at various times, pursuant
to Clause 49 of the listing agreement, whose
office was liable to retirement by rotation.
With the enactment of the Companies Act,
2013 (Act) it is now incumbent upon every
listed Company to appoint Independent
Directors as defined in Section 149 of the
Act, which has been notified w.e.f. 1st April
2014, who are not liable to retire by rotation
and shall hold office for a term up to 5
(five) consecutive years. The Securities and
Exchange Board of India (SEBI) has also
amended Clause 49 of the Listing Agreement
inter alia stipulating similar conditions for the
appointment of Independent Directors by a
Listed Company.

ANNUAL REPORT 2013-2014


Accordingly, it is proposed to appoint Shri J.


Ramakrishnan and Dr. K. Srinivasa Rao as
Independent Directors under Section 149
of the Act and Clause 49 (revised) of the
Listing Agreement to hold office for 5 (five)
consecutive years from 30th September, 2014
to 29th September, 2019.
The Company has received declarations from
Shri J. Ramakrishnan and Dr. K. Srinivasa Rao
that they meet with criteria of Independence
as prescribed both under sub-section (6) of
Section 149, 164 (not disqualified from being
appointed as Directors) of the Act and under
Clause 49 of the Listing Agreement and the
details as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges,
are provided in Annexure to the Notice.

The Company has received notices in writing


from members under Section 160 of the Act
proposing the candidature of each of Shri J.
Ramakrishnan and Dr. K. Srinivasa Rao for the
office of Directors of the Company.

The Board of Directors of your Company, after


reviewing the provisions of the Act, are of the
opinion that Shri J. Ramakrishnan and Dr. K.
Srinivasa Rao fulfills the conditions specified
in the Act and the Rules made thereunder to
be eligible to be appointed as Independent
Directors pursuant to the provisions of
Section 149 of the Act and Clause 49 of the
Listing Agreement.

The Board considers that their continued


association would be of immense benefit to
the Company and it is desirable to continue to
avail services of Shri J. Ramakrishnan and Dr.
K. Srinivasa Rao as Independent Directors.
Accordingly, the Board recommends the
resolution in relation to appointment for the
approval by the shareholders of the Company.

Shri J. Ramakrishnan and Dr. K. Srinivasa


Rao are interested in the resolutions set out
respectively at Item Nos. 5 & 6 of the Notice
with regard to their respective appointments.

Save and except the above, none of the


other Directors/Key Managerial Personnel
of the Company / their relatives is, in any

way, concerned or interested, financially or


otherwise, in these resolutions.

This statement may also be regarded as


a disclosure under Clause 49 of the listing
agreement with the Stock Exchanges.

The Board recommends the Ordinary


Resolutions set out at Item No. 5 & 6 of the
Notice for approval by the shareholders.

Item No. 7:

At the 22nd Annual General Meeting of the


Company held on 24th September, 2011 the
members had pursuant to the provisions
of Section 293(1)(d) of the Companies Act,
1956, authorised the Board of Directors of
the Company to borrow from time to time, a
sum of money (apart from temporary loans
obtained from bankers in the ordinary course
of business) in excess of the aggregate of the
paid-up capital of the Company and its free
reserves, provided that, the sum or sums so
borrowed and remaining outstanding at any
time shall not exceed Rs.2500 Crores (Rupees
Two Thousand Five Hundred Crores only).

Taking into consideration the requirements


of financial resources to meet the Companys
capital expenditure programmes, including
proposed investments in Indian and overseas
subsidiaries in pursuit of horizontal and vertical
integration in business and its expansion and
acquisition plans, the said limit of Rs.2500
Crores (Rupees Two Thousand Five Hundred
Crores only) in excess of the aggregate of the
paid-up capital of the Company and its free
reserves.

The resolution as at Item No. 7 is being


proposed in view of the provisions contained
in Section 180(1)(c) of the Companies Act,
2013 (i.e. replacement of Section 293(1)(d) of
Companies Act, 1956).

None of the Directors and/or Key Managerial


Personnel of the Company and their relatives
is concerned or interested financially or
otherwise in the resolution expect to their
extent of shareholding in the Company.

The Board recommends the Special Resolution


set out at Item No. 7 of the Notice for approval
by the shareholders.

: : 11 : :

Item No. 8:

Vide the resolution passed by the Members


of the Company at the 24th Annual General
Meeting of the Company held on 30th
September, 2013, the Members had pursuant
to the provisions of Section 293(1)(a) of the
Companies Act, 1956, empowered the Board
of Directors to hypothecate/mortgage and/
or charge in addition tothe hypothecations/
mortgages and/or charges created by the
Company, all or any part of the movable and/
or immovable properties of the Company,
wherever situated both present and future,
and/or create a floating charge on all or
any part of the immovable properties ofthe
Company, to secure the borrowings of the
Company, within the overall ceiling prescribed
by the Members of the Company in terms of
Section 293(1)(d) of the Companies Act, 1956.

of Corporate Affairs (MCA) had notified 98


Sections for implementation. Subsequently, on
26th March, 2014, MCA notified 183 Sections.
Importantly, the substantive sections of the
Companies Act, 2013 which deal with the
general working of companies stand notified.

The existing Articles of Association (AoA)


of the Company are based on the Companies
Act, 1956. Not only do several regulations in
the existing AoA contain references to specific
Sections of the Companies Act, 1956, but some
regulations in the existing AoA are no longer
in conformity with the Companies Act, 2013.
With the coming into force of the Companies
Act, 2013 several regulations of the existing
AoA of the Company require alteration or
deletions. It is therefore considered expedient
to wholly replace the existing AoA by a new
set of AoA.

The substitution of the existing AoA with


the new AoA is proposed to align the AoA
of the Company with the provisions of the
Companies Act, 2013.

The proposed new draft AoA is being uploaded


on the Companys website for perusal by the
Members and also will be placed at Venue of
Annual General Meeting for inspection by the
Members.

None of the Directors and/or Key Managerial


Personnel of the Company and their relatives
is concerned or interested financially or
otherwise in the resolution expect to their
extent of shareholding in the Company.

None of the Directors and/or Key Managerial


Personnel of the Company and their relatives
is concerned or interested financially or
otherwise in the resolution setout at Item No.
9 of the Notice.

The Board recommends the Special Resolution


set out at Item No.9 of the Notice for approval
by the shareholders.

The Board recommends the Special Resolution


set out at Item No. 8 of the Notice for approval
by the shareholders.

Item No. 10:

It is proposed to seek fresh consent of the


Members in terms of Section 180(1)(a) of
the Companies Act, 2013, to mortgage,
create charges and or/hypothecate and/or
encumber the Companys properties as and
when necessary to secure any Rupee/foreign
currency loans, guarantee assistance, stand
by letter of credit/letter of credit, and/or any
issue of non convertible debentures, and/
or compulsorily or optionally, fully or partly
convertible debentures and/or bonds, and/or
any other non-convertible and/or partly/fully
convertible instruments/securities, from time
to time, within the overall ceiling prescribed
by the Members of the Company, in terms of
Section 180(1)(c) of the Companies Act, 2013.

Item No. 9:

The Companies Act, 2013 is now largely in


force. On 12th September, 2013, the Ministry

: : 12 : :

The Board of Directors, on recommendation


of the Audit Committee, at their meeting
held on 30th May, 2014, has approved the
appointment and remuneration of the M/s.
B.V.R. & Associates, Cost Accountants in

ANNUAL REPORT 2013-2014


practice, as Cost Auditors of the Company to conduct the audit of the cost records of the Company
for the financial year ending 31st March, 2015 on a remuneration of Rs. 1.50/- lakhs.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the
shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary
Resolution as set out at Item No.10 of the Notice for ratification of the remuneration payable to the
Cost Auditors for the financial year ending 31st March, 2015.

None of the Directors/Key Managerial Personnel of the Company/their relatives is, in any way,
concerned or interested, financially or otherwise, in this resolution.

This statement may also be regarded as a disclosure under Clause 49 of the listing agreement with
the Stock Exchanges.

The Board recommends the Ordinary Resolution set out at Item No. 10 of the Notice for approval by
the shareholders.
BY ORDER OF THE BOARD
G. Srinivasa Raju
Managing Director

Place: Hyderabad
Date: 28th August, 2014

: : 13 : :

Details of the Directors seeking appointment/re-appointment in the forthcoming Annual


General Meeting
(in pursuance of Clause 49 of the Listing Agreement)
Name of Director
Date of Birth
Director Identification No.
Date of Appointment
Expertise in specific
functional areas

Qualifications

Shri Y.S. Chowdary


02.06.1961
00061477
22.08.1986
Shri Y.S. Chowdary is a Promoter-Director
of Sujana Group. He is 52 years old. He
has distinguished himself as a technocrat
entrepreneur and had played a bigger role in
establishing the Sujana Group of Companies.
He has been a constant driving force of
fostering higher growth amongst all the
group companies.

Shri J. Ramakrishnan
20.08.1936
02153325
25.07.1995
He is an Independent and nonexecutive director. In August
1994, he was appointed as
the Chief Commissioner of
Customs and Central Excise,
Hyderabad Zone. After his
retirement from the Customs
& Excise Department, he
Shri Y.S. Chowdary has in depth knowledge joined Sujana Group.
and has a deep insight into the domestic and
global steel products industry.
1. Bachelor Degree in Mechanical Bachelors Degree (Honors)
Engineering from Chaitanya Bharathi in Science from Madras
Institute of Technology, Hyderabad.
University.
2. Master Degree in Engineering with
specialization
in
Machine
Tools
from P.S.G. College of Technology,
Coimbatore.

Sujana Metal Products Limited


Sujana Metal Products Limited
Sujana Power (Gangikondan) Limited
Sujana Power (Tuticorin) Limited
Sujana Holding Limited
Sujana Towers Limited
Sujana Projects Limited
Sujana Energy Limited
Sujana Power (India) Limited
Sujana Finance and Trading Private
Limited
10. Yalamanchili Finance and Trading
Private Limited
11. Foster Infin and Trading Private Limited
Membership/ Chairmanship Share holders Grievance Committee:
Nil
of Committees of other Sujana Metal Products Limited - M
public companies (includes
only Audit Committees and
Shareholders / Investors
Grievance
Committee)
C=Chairman, M=Member
Shareholdings in the
11,59,100 Equity Shares of Rs. 10/- each.
Nil
Company
Directorship held in other 1.
public companies (excluding 2.
foreign companies)
3.
4.
5.
6.
7.
8.
9.

: : 14 : :

ANNUAL REPORT 2013-2014

Name of Director
Date of Birth
Director Identification No.
Date of Appointment
Expertise in specific functional
areas

Qualifications

Dr. K. Srinivasa Rao


01.08.1934
00257745
30.07.1998
He is an Independent, Non-Executive
Director of the Company. He is 80 years
old. Started his career in July, 1957 as
a Probationary Officer in State Bank
of India, he was the Superintendent,
Foreign
Exchange
Department,
Bangalore Branch. He worked in various
capacities such as Accountant, Officerin-charge, Branch Manager, Deputy
Chief Accountant, Chief Manager, Chief
General Manager, Finance Director etc.,
of State Bank of India at various offices
across India.
1. Holds a first class Bachelors
Degree (Honors) in Arts from Sri
Venkateswara University.
2.

Dr. V. Malakonda Reddy


23.08.1932
00839850
28.08.2014
He is an independent and NonExecutive Director. He worked
in various capacities such as Jr.
Engineer (PWD-Govt. of A.P.),
worked as Lecturer in Osmania
University, Assistant Professor
in Regional Engineering College,
Warangal.

1.

Bachelor
Degree
in
Engineering (Civil) from
Madras University.

M.A. in Mathematics from S.V. 2. Masters in Science


University.
3. Ph.D. from Edinburgh
3. Ph.D. in Economics from Andhra
University.
University.
Directorship held in other Sujana Metal Products Limited
Sujana Metal Products Limited
public companies (excluding
foreign companies)
Audit Committee:
Membership/Chairmanship Audit Committee:
of Committees of other Sujana Metal Products Limited - C
Sujana Metal Products Limited
public companies (includes
M
only Audit Committees and
S h a r e h o l d e r s / I n v e s t o r s
Grievance
Committee)
C=Chairman, M=Member
Shareholdings in the Company Nil
Nil

: : 15 : :

DIRECTORS REPORT
To the Members,
The Directors have pleasure in presenting their Report and the Audited Financial Statements of the Company
for the year ended 31st March, 2014.
Companys Performance:
Your Company has achieved a turnover of Rs. 342,173.02/- lakhs for the year ended 31st March, 2014, as
against the turnover of Rs.335,903.96/- lakhs for the previous year ended 31st March, 2013, the highlights
of the financial results are as follows:
Rs. in Lakhs
2013-2014

Particulars

2012-2013

Profit Before Depreciation & Interest

15,535.49

12,235.19

Financial Costs

14,735.14

8,580.62

Depreciation

1,741.59

3,007.99

Profit Before Tax

(941.24)

646.58

Provision for Tax


-

Current Tax

Deferred Tax

Profit After Tax


Balance of profit brought forward from earlier years
Add: Excess Provision for IT written off
Profit available for appropriation

170.00

(310.91)

136.20

(630.33)

340.38

23,691.11

22,641.91

737.13

23,060.78

23,719.42

Appropriations:

Proposed Dividend:
-

Equity

Preference

Dividend Tax

Balance of Profit

24.36

24.36

3.95

3.95

23,032.47

23,691.11

Operations:
Appliances Division

The Appliances divisions mainly includes the products like varieties of Fans,
Fan Components and other appliances, which has recorded a turnover of
Rs.54.97 lakhs during the year ended 31st March, 2014.

Steel Products Division

The Steel Products division mainly handles activities of Casting, Processing


and Trading of Steel and aided products and during the year ended 31st
March, 2014 it has recorded a turnover of Rs. 342,082.34 lakhs and the
export turnover of various products were Rs.19,357.96 lakhs.

Infrastructure Division

With a view to expand the Companys operations in the construction and


developmental activities like integrated residential townships, commercial
buildings and specialized design and construction of integrated medical
colleges and super specialty hospitals etc, the Company started
Infrastructure Division, however due to the current economic slowdown,
no works were taken up by this Division in this year.

: : 16 : :

ANNUAL REPORT 2013-2014


Subsidiary Companies:
Your Company has the following Wholly Owned Subsidiaries:
PAC Ventures Pte Limited:

Pac Ventures Pte. Limited, Singapore was set up in the year 2007 with
a view to expand the Companys business of general wholesale trade
(including general imports and exports) in the overseas markets and
the Company has achieved revenue of Rs. 39,913.22 lakhs during the
year.

Sujana Holdings Limited:

Sujana Holdings Limited, Dubai was set up in the year 2006 for carrying
on the business of investments and trading and its revenue during the
year was Rs. 50.28 lakhs.

Further, Sujana Holdings has expanded its operations in Sharjah UAE by


forming a subsidiary namely Empire Gulf FZE, Sharjah, UAE.

Nuance Holdings Limited:

Nuance Holdings Limited, Hong Kong was set in the year 2006 for
carrying on the business of investments and trading and its revenue
during the year was Rs. 16,151.50 lakhs.

Nuance Holdings Ltd has expanded its operations by forming a subsidiary


namely Selene Holdings Ltd, Mauritius.

Sun Trading Limited:

Sun Trading Limited, Cayman Islands was set up in the year 2008 for
carrying on the business of general wholesale trade which includes
general imports and exports and its revenue was Rs. 39,263.81 lakhs.

Sun Trading Ltd has a subsidiary namely Sun global Trading Pte. Ltd,
Singapore.

Hestia Holdings Limited:

Hestia Holdings Limited, Mauritius has became subsidiary of the


Company w.e.f. 27th December 2010, with the object of carrying on the
business of general trade which includes general imports and exports.

Consolidated Financial Statements:


As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial
statement of the Company and all its subsidiaries is attached. The consolidated financial statement has
been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C)
of the Companies Act, 1956. The consolidated financial statement discloses the assets, liabilities, income,
expenses and other details of the Company and its subsidiaries.
The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-III dated 8th
February, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from
attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to
the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, annual accounts
of the subsidiary companies and the related detailed information will be made available to the holding and
subsidiary companies investors seeking such information at any point of time. The annual accounts of the
subsidiary companies will also be kept for inspection by any investor at its Head Office in Hyderabad and
that of the subsidiary companies concerned. A gist of the financial performance of the subsidiary Companies
is contained in the report.
Industrial Relations:
Your directors are happy to report that during the years there were very cordial and extremely good
industrial relations at all levels.

: : 17 : :

Directors:
In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company,
Shri Y.S. Chowdary, Director of the Company will retire by rotation at the ensuing Annual General Meeting
and, being eligible, offers himself for re-appointment.
In accordance with the provisions of Companies Act, 2013 and the Listing Agreement, the office of
directorship of Shri J. Ramakrishnan and Dr. K. Srinivasa Rao, existing Independent Directors pursuant
to Clause 49 of the listing agreement, with the enactment of the Companies Act, 2013 (Act) it is now
incumbent upon every listed Company to appoint Independent Directors as defined in Section 149 of the
Act, which has been notified w.e.f. 1st April 2014, who are not liable to retire by rotation and shall hold
office for a term up to 5 (five) consecutive years. Accordingly, it is proposed to appoint Shri J. Ramakrishnan
and Dr. K. Srinivasa Rao as Independent Directors under Section 149 of the Act and Clause 49 (revised)
of the Listing Agreement to hold office for 5 (five) consecutive years from 30th September, 2014 to 29th
September, 2019, whose office shall not be liable to retire by rotation, at the ensuing Annual General
Meeting of the Company.
The Board of Directors of the Company also proposes the appointment of Dr. V. Malakonda Reddy, who
was appointed as Additional Director (Independent Director) on 28th August, 2014 by the Board, as an
Independent Director for a period of 5 (five) consecutive years from 28th August, 2014 to 27th August,
2019, whose office shall not be liable to retire by rotation, pursuant to Section 149, 161 of the Companies
Act, 2013, Clause 49 (revised) of the Listing Agreement read with the Articles of Association of the Company.
Keeping inview their experience and expertise, the Board considers it desirable that the Company should
continue to avail the services of Dr. V. Malakonda Reddy that would be of immense benefit to the Company.
The Company has received declarations from all the Independent Directors of the Company confirming that
they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.
The Resolutions proposing their re-appointment/appointments as Independent Directors will be placed
before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.
Industrial Development Bank of India nominated Shri Ch. Srinivasu, as its nominee on your Companys
Board with effect from 30th May, 2014 in the place of Shri Ashok Kumar De.
The Board places on record its appreciation for the valuable services rendered by Shri Ashok Kumar De
during association as a Nominee Director of the Company.
Directors Responsibility Statement:
Directors Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year
ended 31st March, 2014;
a.

That in the preparation of the annual accounts for the financial year ended 31st March 2014, the
applicable accounting standards have been followed along with proper explanation relating to the
material departures;

b.

That the Directors have selected such Accounting Policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and loss of the Company for the year
under review;

c.

That the Directors have taken proper and sufficient care to the best of their knowledge and ability for

: : 18 : :

ANNUAL REPORT 2013-2014


the maintenance of adequate accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
That the Directors have prepared the annual accounts on an ongoing concern basis for the financial
year ended 31st March, 2014.

d.

Disclosures under Section 217(1)(d) of the Companies Act, 1956:


Material changes and commitments which can affect the financial position of the Company occurred
between the end of the financial year of the Company and date of this report:
S.No.

Particulars

Change (Yes/No)

(a)

The purchase, sale or destruction of a plant or a destruction of inventories.

No

(b)

A material decline in the market value of inventories or investments.

No

(c)

The expiration of a patent which had given the Company a virtual monopoly in
the sale of its principal products.

No

(d)

The settlement of tax liabilities of prior period and the settlement of any legal
or other proceedings either favorably or adversely, if they were pending at the
balance sheet date.

No

(e)

The institution of importance proceedings against the Company.

Yes

(f)

The Company has received the notice from Honble High Court of Andhra
Pradesh u/s 433 of the Companies Act, 1956 on 11th August, 2014 with respect
of Corporate Guarantee provided by the Company to Mauritius Commercial
Bank, Mauritius, on behalf of Hestia Holdings Ltd, Mauritius, wholly owned
subsidiary to SUIL to a tune of US $ 20.00 Million and the same is pending in
the Court.
Material change in the capital structure in the resulting from the issuance,
retirement or conversion of share capital or stock.

No

(g)

The disposal of a substantial part of the undertaking or the profits or loss


whether of a capital or revenue nature.

No

(h)

Alteration in the wage structure arising out of Union Negotiations.

No

(i)

Incurring or any reduction of long-term indebtedness.

No

(j)

Entering into or cancellation of contracts.

No

(k)

Refund of taxes or completion assessments.

No

Code of Conduct:
As the New Companies Act, 2013 has been made effective from 01st April, 2014 which replaces the erstwhile
Companies Act, 1956 (to the extent of notified sections) and the provision of Section 149(8) requires that
the Audit Committee shall review and recommend to the Board for their approval, the Code of Conduct
for the Independent Directors. In this connection, the draft Code of Conduct for Independent Directors
was placed before the Board along with the recommendations of the Audit Committee and the same was
approved by the Board in the Meeting held on 30th May, 2014.
The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company.
The Code of Conduct has been posted on Companies website. Board Members and Senior Management
Personnel have affirmed Compliance with the Code for the financial year 2013-14. A separate declaration to
this effect is made out in the Corporate Governance Report.

: : 19 : :

Statutory Auditors:
The Statutory Auditors of the Company, M/s. T. Raghavendra & Associates, Chartered Accountants, Firm
Registration Number: 003329S, who retire at the conclusion of ensuing Annual General Meeting, being
eligible, offer themselves for re-appointment for a term of 3(Three) years i.e. from the conclusion of this
Annual General Meeting to conclusion of the 28th Annual General Meeting, in accordance with Section 139
of the Companies Act, 2013.
M/s. T. Raghavendra & Associates have been the auditors of the Company since 2005 and have completed
a period of Nine (09) consecutive years. As per the provisions of Section 139 of the Act, read along with
rules framed there under, no listed company can appoint or re-appoint an individual as auditor for more
than one term of five consecutive years. The period for which the individual has held office as auditor prior
to the commencement of the Act i.e., prior to 1st April 2014, shall be taken into account for calculating the
period of five consecutive years. Section 139 of the Act has also provided a period of three years from the
date of commencement of the Act to comply with this requirement.
Cost Auditors:
M/s. B.V.R. & Associates, Cost Accountants, (Membership Number: 16851) Hyderabad were re-appointed as
Cost Auditors of the Company for the Year 2014-15 as per the provisions of the Companies Act, 1956/2013
and the rules made there under.
Cost accounting records for the year ended 31st March, 2014 were maintained as per the Companies (Cost
Audit Report) Rules, 2011. The Cost Auditor has submitted the report along with their observations and
suggestions, and Annexure to the Central Government/stipulated authority within stipulated time period.
Personnel:
In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended, none of the employees are receiving remuneration as
mentioned in the said Section.
Human Resource Management:
Human Capital has gained prime importance in last few years. Our Company believes that the human capital
is of utmost importance to sustain the market leadership in all product segments and also to capture new
markets. We have changed the Organisation Structure to optimise best resources & to leverage the market
potential. We have identified the high Performers and rewarded them appropriately, which has helped to
achieve better employee engagement. Competency based training program has been devised for High Potential employees with focus on their Individual Development Plan & helping them to become future
leaders.
Dividend:
As per the terms of issue of Cumulative Redeemable Preference Shares (CRPS) vide letter No: 2587/SASF/
CBO and 5937/SASF(SUIL) dated 28th June, 2005 and 29th October, 2005 respectively, your Company is
required to pay the dividend of Rs. 24.36 lakhs (Previous year Rs. 24.36 lakhs) which represents 1% on
24,36,200 Cumulative Redeemable Preference Shares (CRPS) of Rs.100/- each to the holders of Cumulative
Redeemable Preference Shares for the year under review. Further your Company also provided a provision
of dividend tax to the extent of Rs. 24.36 lakhs (Previous year Rs. 24.36 lakhs).
With an unprecedented raise costs and interrupted supplies and power cuts, operations are severely hit.
The Companys operations also hampered during the year. As a result the profit of the Company was
declined and your directors are not proposing any equity dividend during the year.

: : 20 : :

ANNUAL REPORT 2013-2014


Quality:
Your Company accord to high priority to quality, safety, training, development, health and environment. The
Company endeavors to ensure continuous compliance and improvements in this regard.
Insurance:
All the properties and insurable assets of the Company, including Building, Plant and Machinery, Stocks etc.,
wherever necessary and to the extent required have been adequately covered.
Fixed Deposits:
Your Company has not accepted any fixed deposits from the public and is therefore, not required to furnish
information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank)
Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.
Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange
Earnings and Outgo:
Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-A
attached hereto and forms part of this Report.
Corporate Governance:
Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate
Governance. A report on the Corporate Governance practices, the Auditors Certificate on compliance of
mandatory requirements thereof and Management Discussion and Analysis are enclosed to this report.
Corporate Social Responsibility:
Pursuant to the provisions of Section 135 the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, your Company has constituted the Corporate Social Responsibility
Committee to monitor the Corporate Social Responsibility Policy of the Company from time to time and to
recommend the amount of expenditure to be incurred on the activities related to CSR.
Your Company is committed socially not only to compliances of all the statutory laws and regulations but
also actively participates in the improvement of quality of life of society at large. Your Company has a strong
sense of community responsibility. Your Company follows the policy which is more and more beneficial to
the society at large by promoting and encouraging economic, social and educational development and also
giving active support to local initiatives around its area of operation thereby promoting upliftment of people
in varied arenas of life.
Your Company has retained collective focus on the various areas of corporate sustainability that impact
people, environment and the society at large. Founded on the philosophy that society is not just another
stakeholder in its business, but the prime purpose of it, your Company, across its various operations is
committed to making a positive contribution.
Whistle Blower Policy and Vigil Mechanism:
Your Company recognizes the value of transparency and accountability in its administrative and management
practices. The Company promotes the ethical behavior in all its business activities. The Company has
adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors
and employees of the Company to approach Audit Committee of the Company to report existing/probable
violations of laws, rules, regulations or unethical conduct.

: : 21 : :

Reconstitution of various committees of Board of Directors:


Board of Directors of the Company, in accordance with Section 177 and 178 of the Companies Act, 2013
read with Companies (Meetings of Board and its Powers) Rules, 2014 and amended Clause 49 of the Listing
Agreement, has reconstituted and widened the various Committees of the Board.
Accordingly, the Company has renamed its existing Remuneration Committee as Nomination and
Remuneration Committee and have delegated to it powers as required under section 178 of the Act.
Pursuant to Clause 49 (VI) of the listing agreement , your Company has constituted Risk Management
Committee for framing, implementing and monitoring the risk management plan for the Company.
The scope of Audit Committee has also been widened so as to bring it in accordance with the requirement
of the Section 177 of the Companies Act, 2013. The Company has also constituted a Corporate Social
Responsibility Committee as required under Section 135 of the Companies Act, 2013.
Acknowledgment:
The Board of Directors places on record their appreciation for the co-operation and support extended by all
stakeholders in the Company including the Shareholders, Bankers, Suppliers and other Business Associates.
The Directors also wish to place on record their appreciation for all the employees for their commitment and
contribution towards achieving the goals of the Company.
The Directors also thank the Governments of various Countries, Government of India, State Governments
in India and concerned Government Departments/Agencies for their co-operation.


BY ORDER OF THE BOARD


G.Srinivasa Raju
Managing Director

Place: Hyderabad
Date: 28th August, 2014

: : 22 : :

S.Hanumantha Rao
Director

ANNUAL REPORT 2013-2014

Annexure A to the Directors Report:


Information as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report is given below:
A.
a)

CONSERVATION OF ENERGY:
Energy conservation

Energy saving measures is being implemented to


reduce energy cost per unit of manufacture.
b) Additional investment and proposals, if any, being --NIL-implemented for reduction of consumption of energy.
c)
Impact of the measures at (a) and (b) above for reduction Cost of production will come down and prices will
of energy and consequent impact on cost of production. become competitive.
d) Total energy consumption and energy consumption per Details given hereunder in Form A
unit of production.
B.

TECHNOLOGY ABSORPTION:

e)
C.

Efforts made in technology absorption as per Form B.


FOREIGN EXCHANGE EARNINGS & OUTGO:

f)

g)

Details given hereunder in Form B.

Activities relating to export initiatives taken to increase The Company has planned expansion of export
exports, development of new export markets for products markets.
and services and export plans.
Total foreign exchange used and earned.
Earned Rs. 19,357.96 Lakhs
Used Rs. 19,357.96 Lakhs

FORM A (See Rule 2)


PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY:
Electricity - purchased for manufacture of ingots and billets products:
2013-2014
2012-2013
Units (KWH)
2,72,15,688
3,07,04,336
Total amount (Rs.)
21,41,32,197
18,08,13,133
Rate/units (Rs)
7.87
5.89
B. CONSUMPTION PER TONNE OF PRODUCTION OF INGOT & BILLET PRODUCTS:
A.

1,843.96

Electricity (KWH)

1,675.99

FORM-B

Form for disclosure of particulars with respect to Technology Absorption, Research and Development (R&D)
1. Specific areas in which R&D carried out by the Company: -Nil2. Benefit derived as a result of the above R & D: -Nil3. Future plan of Action: Completion of product development action Expenditure on R&D: -Nil4. Technology Absorption, Adoption and Innovation:
1. Efforts in brief made towards technology absorption, adoption and innovation.
:
2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction product development, import substitution. :
3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year)
a)
Technology imported
:
b)
Year of import
c)
Has technology been fully absorbed
d)
If not fully absorbed, areas where this has not taken place, reasons here of and future plans of action


Place: Hyderabad
Date: 28th August, 2014

Not applicable
Not Applicable

Not applicable

BY ORDER OF THE BOARD


G.Srinivasa Raju
Managing Director

: : 23 : :

S.Hanumantha Rao
Director

MANAGEMENT DISCUSSION AND ANALYSIS REPORT


Pursuant to Clause 49(IV) (B) & (F) of the listing agreement your directors
wish to report as follows:
Overview
l

The year 2013-14 commenced with hopes of economic recovery however ended as a year of uncertainty when
expectations weathered serious setbacks. While the Global Economy resumed on the recovery path initiated by
advanced economies, activity in many emerging markets were disappointing due to less favourable internal and
external financial environment including higher inflation and wider current account deficits. The performance of
Indian Economy during FY 14 being weaker than what we had envisaged during same time last year.

The downward spiral in Indias growth momentum, led by its persistently high inflation and slowing down of
demand and investments in Infrastructure and Real Estate and deteriorating investment climate, pulled down
the Industrial growth rate. The waning performance of the industrial sector, persistence of high consumer
prices, inflation and interest rates, sluggishness in services sector and the weakening in private consumption and
investment, resulted in subdued performance of many sectors.

As per the Advance Estimates released by the Central Statistics Office (CSO), the Indian economy is estimated to
have registered a growth rate of 4.9 per cent in 2013-14. This growth is significantly lower in comparison to the
decadal average of 7.6 per cent during 2004-05 to 2013-14.

Industry structure and developments:


l

Our industry performance is directly linked to performance of rural/semi-urban economies. The year 2013-14
was tough for steel and aliened sector and your Companys major products are components for automobiles
like two wheelers, three wheelers, LCVs, MCVs, and Tractors and for Material handling, Earth moving, Electrical
Industries, General engineering equipments and Bearings for both original equipment manufacturers and the
replacement market. The major raw material for your Company is Steel and Steel Scrap. Due to poor economic
conditions during year, the industry witnessed a significant slowdown in rural demand adding to it the capacity
build up over last few years by many players also resulted in excess supply.

Demand off-take was also weaker than expected due to muted growth in Infrastructure sector. Your Company
is gearing up, to take advantage of this opportunity, so as to achieve strong growth trajectory and consistently
creating wealth for its shareholders.

As Steel is a cornerstone and the key driver of the worlds economy. Rapid rise in production has resulted in
India becoming the 4th largest producer of crude steel and the largest producer of sponge iron in the world. The
Indian steel industry has achieved significant milestones in terms of growth in capacity, production and exports
to become a major player in the global steel industry. Between FY2008 and FY2013, Indias steel production has
grown at a compound annual growth rate (CAGR) of about 7 percent. India is slated to become the second-largest
steel producer in the world by 2015. Steel production in the country has increased at a compound annual growth
rate (CAGR) of 6.9 per cent over 2008-2012. Indias real consumption of total finished steel grew by 0.6 per cent
year-on-year in April-March 2013-14 to 73.93 MT, according to the Joint Plant Committee (JPC), Ministry of Steel.

The Indian steel industry is divided into primary and secondary sectors. The primary sector comprises a few
large integrated steel providers producing billets, slabs and hot rolled coils, among others. The secondary sector
comprises small units focused on the production of value added products such as cold rolled coils, galvanized
coils, angles, columns, beams and other re-rollers, and sponge iron units. Both sectors cater to different market
segments; Your Company operates in both sectors.

India remains third largest economy on purchasing parity terms and it continues to remain a Country with
one of the fastest growth potentials in the Globe. The consumption from rural and semi-urban verticals of the
economy continues to drive the growth of the India economy to a large extent. The Indian engineering industry
accounts for 27 per cent of the total factories in industrial sector and represents 63 per cent of the overall foreign

: : 24 : :

ANNUAL REPORT 2013-2014


collaborations. India, the Asias third largest economy is globally acknowledged for its low-cost, high-tech frugal
innovation technology, according to a World Bank study named Unleashing Indias Innovations.
Opportunities, Strengths and Threats:
l

Expected increase in Demand

Domestic steel demand to remain muted during FY 201217 on account of a weak macroeconomic environment
and demand for longs is expected to increase by 19 million ton (MT) at a CAGR of 9 percent and for flats by 16
MT at a CAGR of 8 percent between FY 2012 and FY 2017. This is due to relatively weaker growth prospects of
end-user industries (such as automotive and consumer durables).

Prices climb due to hikes in taxes and excise duty

The increase in excise duty and service tax had an immediate impact on end consumers across all demographics.
Increased taxes led manufacturers to hike the prices of their appliances, passing the additional costs onto
consumers. This response from manufacturers was also to offset the impact of a depreciating rupee and rising
input costs. Inflation in petroleum products and freight charges added to the costs. However, despite the hike in
prices, volume sales managed to maintain stable growth throughout the review period.

Increased domestic competition

Incumbents and challengers have announced 71 million ton per annum (MTPA) of steel capacity addition between
FY 2012 and FY 2017 through both brownfield and greenfield routes. However, there is considerable uncertainty
on the actual capacity addition as many projects are yet to achieve financial closure due to delays or lack
of regulatory clearances. Based on our bottom-up assessment of the announced capacity additions, projects
aggregating to 35 MTPA of crude steel capacity have already achieved financial closure.

Raw Materials are easily available

Indias steel sector has a competitive advantage vis-vis the availability of raw materials and workforce, both
skilled and unskilled. Iron ore and coal constitute the primary raw material for steel production. The country is
endowed with large reserves of iron ore, with Orissa, Jharkhand and Chhattisgarh featuring among its iron-ore
rich states. India has also a strong workforce base, with about 40 per cent of the countrys population constituting
its labour force.

Your Companys efforts to position itself as a Complete building solution provider with superior and consistent quality
and service levels evoked good response from the market. The Company is constantly expanding the product portfolio
to further increase its presence in the segment. Companys thrust on exports with focussed approach is expected to
deliver the desired results in the current fiscal.
Your Company is exposed to the normal Industry Risk Factors and manages these risks by prudent business and risk
management practices. Your Company has taken up extensive development activity of value added products to improve
the margins by achieving higher volume of sales. These steps will be beneficial to the Company as the Indian Economy
revives and the markets demand rebounds under the new Government.
Internal control systems and their adequacy
The Company has in place adequate internal control systems and procedures commensurate with the size and nature
of business. Depending on the changing requirements the internal audit department is strengthened. The Company
has implemented corporate governance requirement and the audit committee periodically reviews the systems and
procedures of the Company.
These procedures are designed to ensure that:
l

All assets and resources are acquired economically, used efficiently and are adequately protected;

Significant financial, managerial and operating information is accurate, reliable and is provided timely; and

All internal policies and statutory guidelines are complied with.

The effectiveness of internal control is continuously monitored by the Audit Committee of the Company. The Company
has an Audit Committee which regularly reviews the reports submitted. The Audit Committee observations are acted
upon by the Management. The Company has implemented the corporate governance requirements and the Audit
Committee periodically reviews the systems and procedures of the Company.

: : 25 : :

Highlights of the Financial Results:


l

Financial Performance:

Rs. in Lakhs

Particulars

FY 2013-14

FY 2011-12

Total Revenue

3,46,574.88

3,36,766.44

3,70,418.67

Total Expenses

3,47,516.12

3,36,426.06

3,67,561.88

Profit After Tax

(630.33)

340.38

2,856.79

Long Term Borrowings:

Rs. in Lakhs
2013-14

Long Term Borrowings


l

FY 2012-13

17,652.38

2012-13
19,111.02

Change
(1,458.64)

Short Term Borrowings:

7.63
Rs. in Lakhs

2013-14
Short Term Borrowings

Change %

38,001.30

2012-13
35,686.95

Change
2,314.35

Change %
6.49

Net Worth:

The net worth of the Company as on 31st March, 2014 is Rs. 65,817.65 lakhs against Rs. 66,787.23 lakhs in 201213. The decrease in the Net worth is about Rs. 969.58 lakhs when compared to net worth at the end of previous
financial year.

Statutory Compliance:

Your Company gives priority to comply all of the statutory requirements in time and the management regularly
discusses the same with all of the departmental heads. The Company Secretary, as compliance officer, timely
ensures compliance of the provisions of the Companies Act, 1956, SEBI Regulations and provisions of Listing
Agreements. Compliance Certificates are obtained from various units of the Company and the Board is informed
of the same at every Board Meeting.

Material developments in Human Resources:

The development of human resources is a key strategic challenge in order to prepare people for future
responsibilities in terms of professional skills as well as business skills. Your Company has conducted training
programmes to its employees enabling them to improve / upgrade their skills.

The Company recruited fresh engineering graduates, diploma engineers and fresh Chartered Accountants,
experienced executives only for critical positions for which skill sets are not adequate in the existing team.

Silent Revolution continues unabated: Creating tomorrows leaders through identification and nurture of potential
talent. Company has taken numerous initiatives for leadership development.

Corporate Social Responsibility:

Sujana Foundation, the CSR arm of the Sujana Group was established in 2007 to serve the society and community
in the sectors of Agriculture, Education, Management, Healthcare, Rural Development, Rural Entrepreneurship
and Poverty alleviation. Sujana Group has integrated the real mechanisms of CSR Accountability, Sustainability,
Transparency and Responsibility into its core business strategy. Over the years Sujana is sharing its success and
resources with those less privileged in society through Community involvement.

Cautionary Statement

Statements in this management discussion and analysis describing the Companys objectives, projections,
estimates and expectations may be forward looking statements within the meaning of applicable laws and
regulations. Actual results may differ substantially or materially from those expressed or implied. Important
developments that could affect the Companys operations include a downtrend in the industry global or domestic
or both, significant changes in political and economic environment in India, applicable statues, litigations, labour
relations and interest costs.

: : 26 : :

ANNUAL REPORT 2013-2014

REPORT ON CORPORATE GOVERNANCE


(As per Clause 49 of the Listing Agreements entered into with the Stock Exchanges)
I.

Brief statement on Companys Philosophy on Code of Governance:

The Company is committed to the highest standards of Corporate Governance. The Company relies on
the strong Corporate Governance systems and policies of business for healthy growth, accountability
and transparency. Good Corporate Governance framework enables the Board and Management to
achieve the goals and objectives effectively for the benefit of the Company and its Shareholders.
Good Corporate Governance, for the Company, does not mean only compliance with various related
statutory and regulatory requirements. The Company strongly believes that the spirit of Corporate
Governance goes beyond the statutory form.

The heart of Companys Corporate Governance policy is the ideology of transparency of systems
to enhance the benefits to Shareholders, Customers, Creditors and employees of the Company.
In addition to compliance with regulatory requirements, it is believed that the imperative for good
Corporate Governance lies not merely in drafting a code of Corporate Governance but in practicing
it. The Board of Directors exercises its fiduciary responsibilities in the widest sense of the term. The
Companys disclosures always seek to attain the best practices in the industry.

The Company has complied with the requirements of the Corporate Governance Code in terms of
Clause 49 of the Listing Agreement with the Stock Exchanges as disclosed hereinbelow:

II. Board of Directors:


1.

Composition of the Board of Directors & Procedure:

The Board of Directors along with its Committees provides focus and guidance to the Companys
Management as well as directs and monitors the performance of the Company.

The Current Policy is to have an appropriate mix of executive, non-executive and independent directors
to maintain the independence of the board and to separate the board functions of governance and
management.

The Board of Directors presently comprises of Seven (07) Directors, having rich experience and
specialized skills in their respective fields, out of which Six (06) are Non-Executive Directors. The
Company has Three (03) Independent Directors and one of them as Independent Non-Executive
Chairman. The Non-Executive Directors are more than 50% of the total number of Directors with One
(01) Managing Director being the only Executive Director on the Board of the Company.

All the Directors on the Board of the Company have made necessary declarations / disclosures
regarding their other directorships along with Committee positions held by them in other Companies.

No Director is related to any other Director on the Board in terms of the definition of relative given
under the Companies Act, 1956/2013.

The Board of Directors oversees the overall functioning of the Company. The Board provides and
evaluates the strategic direction of the Company, management policies and their effectiveness
and ensures that the long-term interests of the stakeholders are being served. The Chairman and
Managing Director are assisted by the Executive Directors/ Senior Managerial Personnel in overseeing
the functional matters of the Company.

The Board has constituted seven Standing Committees, namely Audit Committee, Shareholders/
Investors Grievance Committee, Nomination & Remuneration Committee, Management Committee,

: : 27 : :

Share Transfer Committee, CSR Committee and Risk Management Committee. The Board constitutes
additional functional committees, from time to time, depending on the business needs.

During the year under review, four (04) Board Meetings were held on 28th May, 2013, 13th August,
2013, 11th November, 2013 and 12th February, 2014. The maximum time-gap between any two
consecutive meetings did not exceed four months. The composition of the Board of Directors, their
directorship details and the attendance of each Member at the meetings were as follows:
Sl.
No.
1.
2.

Name of the
Director

Category

Shri Y.S. Chowdary

Promoter & NonExecutive Director


Shri G. Srinivasa Raju Executive Director

3.

No. of Board
Meetings
attended
Chairman*
1
Designation

Managing
Director
Director

Attendance of
each Director
at last A.G.M
No
Yes

Shri J. Ramakrishnan Independent &


4
No
Non-Executive
Director
4. Shri S. Hanumantha Non-Executive
Director
4
Yes
Rao
Director
Director
2
No
5. Dr. K. Srinivasa Rao Independent &
Non-Executive
Director
6. Shri Ashok Kumar De Nominee Director
Director
3
No
7. Shri Ch. Srinivasu
Nominee Director
Director
N.A.
N.A.
8. Dr. V. Malakonda
Independent &
Chairman*
N.A.
N.A.
Reddy*
Non-Executive Director
*The Board of Directors has appointed Dr. V. Malakonday Reddy as an Additional Director (Independent
Non-Executive Chairman) w.e.f. 28th August, 2014 in the place of Shri Y.S. Chowdary.
No. of Directorships
No. of Committee positions held in
in other companies$
other companies#
Name of the Director
No. of
No. of
No. of
No. of Committee
Chairmanships Directorships Chairmanships
Memberships
1 Shri Y.S. Chowdary
2
11
0
1
2 Shri G. Srinivasa Raju
11
1
2
3 Shri J. Ramakrishnan
1
0
0
4 Dr. K. Srinivasa Rao
1
1
1
5 Shri S. Hanumantha Rao
11
1
4
6 Shri Ashok Kumar De
1
1
7 Shri Ch. Srinivasu*
1
8 Dr. V. Malakonda Reddy
3
1
# includes only Audit Committee and Shareholders/Investors Grievance Committee.
$ includes private limited companies.
Sl.
No.

Change in Composition of Board of Directors since the date of last AGM held on 30th
September, 2013:
*Shri Ch. Srinivasu has been appointed as IDBI Nominee Director of the Board of Directors of the
Company in the Board Meeting held on 30th May, 2014 in place of Shri Ashok Kumar De.

: : 28 : :

ANNUAL REPORT 2013-2014


III. Committees of Directors
1.

Audit Committee:

In accordance with Section 177(1) of the Companies Act, 2013 and as per the requirements of
SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective
from October 1, 2014), the new terms of reference for the Audit Committee and thereupon the
revised terms of reference of the Audit Committee are in conformity with the requirements of
Clause 49 (III)(D) of the revised Listing Agreement and Section 177(1) of the Companies Act,
2013. Further the Audit Committee has been granted powers as prescribed under Clause 49 (III)
(C) of the Listing Agreement.

The main objective of the Audit Committee of your Company is to monitor and effectively
supervise the financial reporting process of your Company with a view to provide accurate,
timely and proper disclosures. The Committee is empowered with the powers as prescribed
under Clause 49 of Listing Agreement, Section 292A of the Companies Act, 1956 and also with
the provisions of the Companies Act, 2013. The Committee also acts in terms of reference and
directions of the Board from time to time.

The Board Functions of the Audit Committee includes, reviewing the adequacy of Internal
Control Systems and the Internal Audit Reports and their compliance thereof.

During the year under review, four (04) Audit Committee Meetings were held on 28th May, 2013,
13th August, 2013, 11th November, 2013 and 12th February, 2014. The quorum for the Audit
Committee shall be either two members or one third of the members whichever is higher and
minimum of at least two independent directors.

The Audit Committee of your Company comprises Three (3) members, out of which Two (2)
are Independent and Non-Executive Directors, One (1) is Non-Executive Director. Shri S.
Hanumantha Rao, a director having financial and accounting knowledge.

The composition of the Audit Committee and the attendance of each Member of the Committee
at the meetings were as follows:
Sl.No.
1.
2.
3.
4.

Name of the Member


Dr. K. Srinivasa Rao
Shri S. Hanumantha Rao
Shri J.Ramakrishnan
Shri Ashok Kumar De*

Designation
Member & Chairman
Member
Member
Member

No. of Meetings attended


2
4
4
3

*IDBI has withdrawn the nomination of Shri Ashok Kumar De w.e.f. 30th May, 2014

There is no other change in the composition of Audit Committee during the year.

Audit Committee meetings are attended by the Chief Financial Officer, representatives of
Statutory Auditors, representatives of Cost Auditors and representatives of Internal Auditors.
The Company Secretary acts as the Secretary of the Audit Committee.

2.

Nomination and Remuneration Committee:

The existing Remuneration Committee has been renamed as Nomination and Remuneration
Committee in compliance with Section 178 of the Companies Act, 2013.

The Scope of Nomination & Remuneration Committee is to review the remuneration package
payable to Executive Director(s) and Executives in the top level Management of the Company

: : 29 : :

and gives its recommendation to the Board and acts in terms of reference of the Board from
time to time.

The Nomination and Remuneration Committee comprises of three Non-Executive Directors out
of whom, two are Independent Directors as follows:
Sl.No.
Name of the Member
Designation
1.
Shri S. Hanumantha Rao
Member & Chairman
2.
Dr. K. Srinivasa Rao
Member
3.
Shri J. Ramakrishnan
Member
There was no changes in composition of Nomination and Remuneration Committee during the
year and one Remuneration Committee meeting was held on 28th May, 2013.

Remuneration Policy:

The recommendations about the remuneration of Directors are subject to the approval of
the Members of the Company and the remuneration of the key managerial persons is to be
recommended by the Nomination and Remuneration Committee to the Board.

Remuneration Packages paid to Executive Directors during the year:


Name
Shri G.
Srinivasa Raju

Salary P.A.
Rs.
48.00 Lakhs

Commission/ Deferred Benefits


Total P.A.
Incentives P.A. (Perquisites) P.A. Others
Rs.
Rs.
Rs.
Rs. 48,00,000/p.a.

Sitting Fee details:


Sl.
No

Name of the Director

Sitting fee paid During the


year 2013-14

Shri J. Ramakrishnan

Rs. 60,000/-

Dr. K. Srinivasa Rao

Rs. 40,000/-

Shri Ashok Kumar De (Nominee from IDBI Limited)

Rs. 60,000/-

The Company pays sitting fees at the rate of Rs.10,000/- for each meeting of the Board and
sub-committees attended by them.

Shareholding of Directors as on 31st March, 2014:

The following table sets out the shareholdings of the Directors in the Company as at 31st March,
2014:
Name of the Director

Designation

Shri Y. S. Chowdary

Chairman

Shri G. Srinivasa Raju

Managing Director

No. of Shares held


of Rs.10/- each
11,59,100
0

Shri S. Hanumantha Rao Non-Executive Director

Shri J. Ramakrishnan

Independent and Non-Executive Director

Dr. K. Srinivasa Rao

Independent and Non-Executive Director

Shri Ashok Kumar De

IDBI Nominee

: : 30 : :

ANNUAL REPORT 2013-2014


3.

Shareholders Grievance Committee:

The Shareholders Grievance Committee of your Company shall look into the redressing of
shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, nonreceipt of declared dividend, etc.

The Composition comprises three (3) members as follows:


Sl.No.

Name of the Director

Designation

1.

Shri J. Ramakrishnan

Member & Chairman

2.

Shri Y.S. Chowdary

Member

3.

Shri G. Srinivasa Raju

Member

The Committee was not required to meet during the year and there were no changes in
composition of Shareholders Grievance Committee during the year.

Shri M. Naresh Kumar, Company Secretary of your Company is empowered as Compliance


officer in accordance of Clause 49.

No. of Shareholders Complaints received so far during the year:


Nature of queries/complaints

Received

Resolved

Un resolved

No.of requests for change of Address

No. of request for Transmission

Non receipts of Share Certificates/Bonus Shares.

Revalidation of Dividend Warrants.

Letter from SEBI and Stock Exchanges

Issue of Duplicate Share Certificates.

Non receipts of Dematconfirmations/Rejected


Shares.

Others.

12

12

TOTAL
4.

Share Transfer Committee:

The Share Transfer Committee comprises Shri Y. S. Chowdary, Shri G. Srinivasa Raju and Shri
J. Ramakrishnan, being Shri G. Srinivasa Raju, Managing Director of your Company, holds as
Chairman of the Committee. The role, terms of reference and the authority and powers of the
Share Transfer Committee are in conformity with the provisions of the Companies Act, 1956.
During the year under review the Share Transfer Committee met 3 (Three) times.

5.

Management Committee:

The Management Committee comprises Shri Y. S. Chowdary*, Shri G. Srinivasa Raju, Shri S.
Hanumantha Rao* and Shri J. Ramakrishnan. The role, terms of reference and the authority and
powers of the Management Committee are in conformity with the provisions of the Companies
Act, 1956 and as delegated by the Board from time to time. During the year under review the
Management Committee met 20 (Twenty) times.

: : 31 : :

Shri S. Hanumantha Rao has been appointed as a member of the Management Committee of
the Board of Directors in the place of Shri Y.S. Chowdary w.e.f. 28th August, 2014.

6.

CSR Committee as per the provisions of Section 135 of Companies Act, 2013:

As per the Section 135 of the Companies Act, 2013, the Company is required to constitute a
Committee viz., Corporate Social Responsibility (CSR) Committee of the Board of Directors of
the Company consisting of three or more Directors, out of which at least one Director should
be Independent Director. In this connection, the CSR Committee was constituted by the Board
Meeting held on 30th May, 2014 with the following Directors:
1.

Shri G. Srinivasa Raju, Managing Director

2.

Shri S. Hanumantha Rao, Director

3.

Dr. K. Srinivasa Rao, Independent Director

The terms of reference of CSR Committee shall, inter-alia, include the following:

To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be
undertaken by the Company as per the Companies Act, 2013;
a.

To review and recommend the amount of expenditure to be incurred on the activities to


be undertaken by the Company;

b.

To monitor the CSR policy of the Company from time to time;

c.

Any other matter as the CSR Committee may deem appropriate after approval of the
Board of Directors or as may be directed by the Board of Directors from time to time;

d.

The quorum for the CSR Committee Meeting shall be one-third of its total strength (any
fraction contained in that one-third be rounded off as one) or two members, whichever is
higher;

e.

The Company Secretary to the Company shall act as Secretary to the CSR Committee.

7.

Risk Management Committee pursuant to Clause 49 (VI) (as per revised Listing
Agreement:

As per revised Clause 49(VI) of the Listing Agreement entered by the Company with the
Stock Exchanges, the Company is required to constitute a Committee viz., Risk Management
Committee of the Board of Directors of the Company consisting of three or more Directors. In
this connection the Committee was constituted with the following Directors in the Board Meeting
held on 30th May, 2014:
1.

Shri G. Srinivasa Raju, Managing Director

2.

Shri S. Hanumantha Rao, Director

3.

Dr. K. Srinivasa Rao, Independent Director

The Risk Management Committee shall be responsible for framing, implementing & monitoring
the risk management plan of the Company.

: : 32 : :

ANNUAL REPORT 2013-2014


IV. Annual General Body Meetings (AGMs):

The last 3 Annual General Meetings (AGMs) of the Company details:


No. of Annual
General
Meeting

Date of the
Annual General
Meeting

1.

24th A.G.M.

2.
3.

Sl.
No.

Location

Time

30th September,
2013

Hotel Sitara Residency, Beside


Chandana Brothers, Ameerpet,
Hyderabad - 500 016

10.00 A.M.

23rd A.G.M.

22nd September,
2012

Kohinoor Taj Deccan, Road No.1,


Banjara Hills, Hyderabad - 500 034

10.00 A.M.

22nd A.G.M

24th September,
2011

Kohinoor Taj Deccan, Road No.1,


Banjara Hills, Hyderabad - 500 034

10.00 A.M.

All special resolutions moved at the last three Annual General Meetings were passed by show of hands
by the shareholders present at the meeting. The details of Special Resolution(s) passed at the last
three Annual General Meetings are as follows:
S.No.

AGM for the year

1.

2012-13

2.

3.

2011-12

2009-11

Details of Special Resolution passed


1.

To enhance the remuneration of Shri G. Srinivasa Raju, Managing


Director of the Company from Rs.20,50,000/- (Rupees Twenty
Lakhs Fifty Thousand Only) per annum to Rs.48,00,000/- (Forty
Eight Lakhs Only) per annum.

2.

Special Resolution under Section 293(1)(a) of the Companies


Act, 1956 to lease or transfer the whole, or substantially the
whole of the undertaking(s) of the Company.

1.

To enhance the limits under Section 372A of the Companies Act,


1956 (through Postal Ballot and results declared at the AGM).

2.

Lease or transfer the whole or substantially whole of the


undertaking of the Company under the provisions of Section
293(1)(a) of the Companies Act, 1956 (through Postal Ballot and
results declared at the AGM).

3.

Shifting the Registered Office of the Company from the State of


Andhra Pradesh to Tamilnadu (through Postal Ballot and results
declared at the AGM).

4.

Increasing the Authorised Capital of the Company from Rs. 200


Crores to Rs. 210 Crores.

5.

Issue of 10 Lakhs Cumulative Redeemable Preference Shares


(CRPS) of Rs.100/- each to the promoters and/or non-promoters.

1.

Re-appointment of Shri G. Srinivasa Raju as Managing Director


of the Company and fixation of his remuneration.

2.

To issue equity shares to Non-Promoter Group.

3.

To amend the Articles of Association of the Company.

: : 33 : :

Details of special resolutions passed in the last year through postal ballot and details of voting pattern.

The following resolutions were passed by the members of the Company through postal
ballot on 30th September, 2013. The details are as follows:
S.
No.
1

Details of Resolution passed


through postal ballot

Person who conducted


the postal ballot
exercise
No.of votes cast in Shri Y.Ravi Prasada Reddy,
favour of the resolution Practicing
Company
- 4,49,63,139
Secretary,
No.of votes cast against FCS No. 5783,
the resolution Nil
CP No. 5360.
Details of voting
pattern

Special Resolution under Section 293(1)


(a) of the Companies Act, 1956 to lease
or transfer the whole, or substantially
the whole of the undertaking(s) of the
Company by way of Slump Sale.

No Extra-ordinary General Meeting of the shareholders was held during the year.

No special resolution is proposed to be conducted through postal ballot.

V. Disclosures:
1.

Materially Significant related party transactions:

Besides the transactions mentioned elsewhere in the Annual Report, there were no materially
significant related party transactions during the year conflicting with the interest of the Company.
All the transactions were carried out on arms length basis and were not prejudicial to the
interest of the Company.

2.

Details of Statutory Non-compliances:

There have not been any non-compliance by the Company and no penalties or strictures imposed
on the Company by the Stock Exchanges or SEBI or any Statutory Authority, on any material
related to capital markets, during the last three (3) years.

3.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report form part of this Annual Report and is in accordance
with the requirements as laid down in Clause 49 of the Listing Agreement with Stock Exchanges.

4.

Clause 49(I)(D): Code of Conduct:

The Company has adopted a Code of Conduct as required under Clause 49(I)(D) of the Listing
Agreement with the Stock Exchanges, which applies to all the Board Members and Senior
Management of the Company. The Board Members and Senior Management personnel have
affirmed their compliance with the Code on annual basis and their confirmations have been
received in this regard. The Code of Conduct has been posted on the Companys website. A
separate declaration to this effect signed by the Managing Director is attached.

The Board has laid down a Code of Conduct for the prevention of Insider Trading in pursuance
of the Securities Exchange Board of India (Prohibition of Insider Trading Regulations, 1992 (duly
Amended). The Board Members and Senior Personnel have affirmed the compliance with the
Code for the financial year 2013-14.

5.

Clause 49(IV)(B): Disclosure of Accounting Treatment:

The Company has complied with the appropriate accounting policies and has ensured that they
have been applied consistently and comply with material aspects with the accounting standards
notified under Section 211 (3C) of the Companies Act, 1956. Significant Accounting policies are
provided elsewhere in the Annual Report.

: : 34 : :

ANNUAL REPORT 2013-2014


6.

7.

Clause 49(IV)(E):
a. None of the Independent/Non-Executive Directors has any pecuniary relationship
or transactions with the Company which in the judgment of the Board may affect the
independent of the director except receiving sitting fee for attending Board/Committee
meetings.
b. None of the Executive Director is holding any shares in the Company, nor any nonExecutive Director holds shares except Shri Y.S. Chowdary, who holds 11,59,100 shares of
Rs.10/- each.
Clause 49(IV)(G): Shareholders Information:
a.

Appointment/Re-appointment of Directors: The brief resume of Directors retiring


by rotation and Independent Directors seeking re-appointment, including nature of their
experience in specific functional areas, names of Companies in which they hold Directorship
and membership of committees of the Board is appended to the Notice for calling Annual
General Meeting.

8.

CEO&CFO Certification:

Certification by Chief Executive Officer and Chief Financial Officer of the Company as required
under Clause 49 of the Listing Agreement is provided at the end of the Corporate Governance
Report.

9.

Risk Management:

The management of the Company has identified some of the major areas of concern having
inherent risk viz., Foreign Currency Fluctuation, Client Concentration, Technology Risks and
Credit Control. The process relating to minimizing the above risks has already been initiated at
the different levels of management and the same is expected to be further strengthened in the
financial year 2014-15.

10. Adoption of non mandatory requirements:


Besides mandatory requirements under Clause-49 of the Listing Agreement your Company has
voluntarily constituted a Remuneration Committee to consider and recommend the remuneration
of Executive Directors. The Company also endeavors to fully comply with all other non mandatory
requirements of Clause 49 as well.

11. It is confirm that no personnel has been denied access to the Audit Committe.
12. Means of Communication:
a. Publication of Quarterly Financial Results in daily newspapers and the same will be updated
in the Companys Website at www.sujana.com.
b. Furnishing the Quarterly Financial Results to Stock Exchanges in which Company shares
are listed.
c. Sending Balance Sheet, Statement of Profit and Loss, Directors Report & Auditors Report
to Shareholders through Post and Email.
d.

Companys Corporate Website:

The Companys website is a comprehensive reference on Sujana Universal Industries


Limiteds management, vision, mission, policies, corporate governance, corporate
sustainability, investor relations, sales network, updates and news. The Section on
Investor Relations serves to inform the shareholders, by giving complete financial details,
shareholding patterns, corporate benefits, information relating to stock exchanges,
registrars, share transfer agents and frequently asked questions. Investors can also
submit their queries and get feedback through online interactive forms. The Section on
Newsrooms includes all major press reports and releases, awards, campaigns.

: : 35 : :

e.

NSE Electronic Application Processing System (NEAPS):

NEAPS is a web based application designed by NSE for corporate companies. The
Shareholding pattern, Corporate Governance Report and Financial Results are also filed
electronically on NEAPS.

All the complaints received through scores (SEBI Complaint Redress System) are resolved
by the Company.

f.

BSE online (Listing.bseindia.com):

It is a web based application designed by BSE for corporate companies. The Shareholding
pattern, Corporate Governance Report and Financial Results are also filed electronically as
pdf attachments.

g.

Annual Report:

Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial
Statements, Directors Report, Auditors Report and other important information is
circulated to members and others entitled thereto. The Management Discussion and
Analysis (MD&A) Report forms part of the Annual Report.

h.

Chairmans Communiqu:

Printed copy of the Chairmans Speech is distributed to all the shareholders at the Annual
General Meetings.

VII. General Shareholder Information:


1.
2.
3.
4.
5.
6.
7.

Date
Time
Venue
Financial Year
Book Closure Date
Dividend Payment Date
Listing on Stock
Exchanges

30th September, 2014


10:00 a.m.
Kohinoor Taj Deccan, Road No.1, Banjara Hills, Hyderabad - 500 034
2013-14 (Consisting of 12 months)
Thursday, 25th September, 2014 (one day only)
Not Applicable
i.
Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai 400 001
ii.

8.
9.

10.
11.
12.

National Stock Exchange of India Ltd


Exchange Plaza, Bandra-Kurla Complex, Bandra (E),
Mumbai - 400 051.
Payment of Listing Fees The Company has paid annual listing fees to each of the above Stock
Exchanges for the financial year 2013-14.
BSE Script Code
: 517224
Stock Code
NSE Script Symbol : SUJANAUNI
Demat ISIN
: INE216G01011
CIN
: L29309TG1986PLC006714
Companies Website
www.sujana.com
E-Voting Facility
www.evotingindia.com (opens at 9:30 A.M. on 22nd September, 2014
and closes at 6:00 P.M. on 24th September, 2014 and the cut-off date
is 12th September, 2014)
Share Transfer System Your Company has appointed M/s. Bigshare Services Private Limited
for dealing in with the shares of the Company in physical and electronic
mode. Presently they are completing the process of transfer within
a period of 10 to 12 days from the date of receipt, subject to the
documents being valid and complete in all respects.

: : 36 : :

ANNUAL REPORT 2013-2014


1.

Market Price Data:

a. BSE
Month
April-2013
May-2013
June-2013
July-2013
August-2013
September-2013
October-2013
November-2013
December-2013
January-2014
February-2014
March-2014

High
Price
0.73
0.70
0.66
0.86
0.72
0.66
0.75
1.47
1.41
1.38
1.05
1.26

Low Price Close Price


0.58
0.52
0.51
0.51
0.48
0.52
0.61
0.71
1.05
0.97
0.85
0.76

0.59
0.58
0.56
0.51
0.58
0.64
0.72
1.09
1.28
1.00
0.85
1.25

No. of
Shares
9018656
9941062
4348765
4517409
1816358
5161531
2570003
3819019
2342092
1967170
726115
3556209

BSE-Index
Closing
19504.18
19760.30
19395.81
19345.70
18619.72
19379.77
21164.52
20791.93
21170.68
20513.85
21120.12
22386.27

b. NSE
Date
Apr-13
May-13
Jun-13
Jul-13
Aug-13
Sep-13
Oct-13
Nov-13
Dec-13
Jan-14
Feb-14
Mar-14

High Price

Low Price

0.65
0.65
0.60
0.55
0.60
0.65
0.75
1.15
1.40
1.00
0.90
1.15

0.60
0.60
0.50
0.45
0.55
0.60
0.70
1.05
1.30
1.00
0.80
1.15

: : 37 : :

Close
Price
0.60
0.60
0.60
0.55
0.55
0.65
0.75
1.10
1.30
1.00
0.85
1.15

No. of Shares
Traded
1168616
107413
48845
573962
99354
135278
5317
232015
60920
3714
167010
17200

NSE-Nifty
Closing
5930.20
5985.95
5842.20
5742.00
5471.80
5735.30
6299.15
6176.10
6304.00
6089.50
6276.95
6704.20

2.

Dematerialization of Shares:

99.13 % of the Companys Paid - up capital has been dematerialized upto 31st March, 2014. The
details are as follows:
Particulars

Number of Shares

% of share capital

NSDL

10,00,24,665

59.24

CDSL

6,73,44,721

39.89

14,71,686

0.87

16,88,41,072

100.00

Physical
Total

100% of the promoters shareholding is in DEMAT.

3.

Distribution of Shareholding:

As on 31st March, 2014 the Distribution of Shareholding was as follows:


Range
(Rs.)

No. of
Shares

% of
Shareholding

No. of
Shareholders

% of
Shareholders

Upto 5,000

3858344

2.28

16820

61.65

5,001 - 10,000

3593107

2.13

3990

14.62

10,001 - 20,000

3657756

2.17

2187

8.02

20,001 - 30,000

2543459

1.51

957

3.51

30,001 - 40,000

1730781

1.02

469

1.72

40,001 - 50,000

3222003

1.91

663

2.43

50,001 - 1,00,000

7412823

4.39

937

3.43

1,00,001 and above

142822799

84.59

1260

4.62

Total

168841072

100.00

27283

100.00

: : 38 : :

ANNUAL REPORT 2013-2014


4.

Shareholding pattern as on 31st March, 2014:


S.
No.
1
2
3
4
5
6

Category
Promoters and their Relatives
Bodies Corporate
Public
Foreign Bodies Corporate
Financial Institutions/banks
Custodians against Depository receipts
Total

No.of Share
Holders
3
478
26797
5
27283

No.of
% to
Shares
Equity
44898335
26.59
10436053
6.18
102555165
60.74
10951519
6.49
168841072 100.00

5.

Outstanding GDR/ADR/Warrants or any convertible instruments, conversion date


and impact on equity:

There are no outstanding GDR/ADR/Warrants or any convertible instruments as on the date of


this report.

6.

Plant Locations:

7.

1.

LEC Division

2.

Domestic Appliances
Division

3.

Steel Products Division

4.

Infrastructure Division

Plot Nos. 10, 11 & 12, Survey No.172, Bollaram Village,


Jinnaram Mandal, Medak District, Telangana.
Plot No. 1B, Survey No. 308, Sri Venkateswara Co-operative
Industrial Estate, Jeedimetla, Hyderabad 500 055,
Telangana.
Plot Nos. 128/A, Bollaram Village, Jinnaram Mandal,
Medak District, Telangana.
No.41, Nagarjuna Hills, Panjagutta, Hyderabad 500 082,
Telangana.

Address for Correspondence:


Registered & Corporate
Office:
Plot No. 41, Nagarjuna Hills,
Panjagutta, Hyderabad
500 082, Telangana.
Email : info.suil@sujana.
com

Registrars and Share Transfer


Agents
Plot No. 41, Nagarjuna Hills, Bigshare Services Private Limited,
Panjagutta, Hyderabad 306, Right Wing, 3rd Floor, Amruta
500 082, Telangana.
Ville, Opp: Yashoda Hospital,
Email : info.suil@sujana. Raj Bhavan Road, Somajiguda,
com
Hyderabad 500 082.
Phone No. 040-23374967.
Email: bsshyd@bigshareonline.com
Secretarial Department

8.

Declaration in terms of amended Clause 49(1)(d)(ii) of Listing Agreement:

It is hereby confirmed that all the Board Members and Senior Management personnel have
affirmed compliance with the Code of Conduct laid down by the Board of Directors for the
financial year 2013-14.
G. Srinivasa Raju
Managing Director

Place: Hyderabad
Date: 28th August, 2014

: : 39 : :

CEO & CFO CERTIFICATION


We, G. Srinivasa Raju, Managing Director & Chief Executive Officer and Shri B. Manoharan, Chief Financial
Officer, to the best of our knowledge and belief, do hereby certify that
1.

We have reviewed financial statements and the Cash Flow Statement for the year and that to the best
of our knowledge and belief:
a. These statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;
b. These statements together present a true and fair view of the Companys affairs and are in
compliance with existing accounting standards, applicable laws and regulations.

2.

There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the year which are fraudulent, illegal or violative of the Companys code of conduct.

3.

We accept the responsibility for establishing and maintaining internal controls for financial reporting
and that we have evaluated the effectiveness of internal control systems of the Company pertaining
to financial reporting and we disclosed to the auditors and the Audit Committee, deficiencies in the
design or operation of such internal controls, if any, of which we are aware and the steps they have
taken or propose to take to rectify these deficiencies.

4.

We have indicated to the auditors and the Audit committee:


a. Significant changes in internal control over financial reporting during the year;
b. Significant changes in accounting policies during the year and that the same have been disclosed
in the notes to the financial statements; and
c. Instances of significant fraud, if any, of which we have become aware and the involvement
therein, of the management or an employee having a significant role in the Companys internal
control system over financial reporting.
G. Srinivasa Raju
Managing Director

Place: Hyderabad
Date: 28th August, 2014

B. Manoharan
Chief Financial Officer

Auditors Certificate on Corporate Governance


To
The Members of Sujana Universal Industries Limited,
We have examined the compliance conditions of Corporate Governance by Sujana Universal Industries
Limited, Hyderabad for the year ended 31st March, 2014, as stipulated in Clause 49 of the Listing Agreement
of the said Company with Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Companys management.
Our examination was limited to procedures and implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
In our opinion and to the best of our knowledge and according to the explanations given to us, we certify
that the Company has complied with the conditions of Corporate Governance as stipulated in the above
mentioned Listing Agreement.
We state that no investor grievances are pending for a period exceeding one month against the Company
as per the records maintained by the Investors Grievance Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
for M/s. T. Raghavendra & Associates
Chartered Accountants
T. Raghavendra

Place: Hyderabad
Dated: 28th August, 2014

: : 40 : :

ANNUAL REPORT 2013-2014

INDEPENDENT AUDITORS REPORT


To the Members of Sujana Universal Industries Ltd
Report on the Financial Statements
We have audited the accompanying financial statements of Sujana Universal Industries Limited (the
Company), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss,
and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and
other explanatory information.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that give a true and fair view
of the financial position, financial performance and cash flows of the Company in accordance with the
Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act)
read with the General Circular 15/2013 dated September 2013 of the Ministry of Corporate Affairs in respect
of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to froud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of
India. Those Standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free from material misstatement.
The audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the Auditor considers internal control relevant to the Companys
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the entitys internal control. The audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial
statements give the information required by the Act in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India:
i)

in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

ii)

in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

iii)

in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements


1.

As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central
Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the Order.

: : 41 : :

2.

As required by Section 227(3) of the Act, we report that:


a)

We have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;

b)

In our opinion proper books of account as required by law have been kept by the Company so
far as appears from our examination of those books;

c)

The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this
Report are in agreement with the books of account;

d)

In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement
comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956; read with the General Circular 15/2013 dated september 2013 of the
Ministry of Corporated Affairs in respect of Section 133 of the Companies Act, 2013 and

e)

On the basis of written representations received from the directors as on March 31, 2014, and
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274
of the Companies Act, 1956.

f)

Since the Central Government has not issued any notification as to the rate at which the cess is
to be paid under Section 441A of the Companies Act, 1956 nor has it issued any Rules under the
said section, prescribing the manner in which such cess is to be paid, no cess is due and payable
by the Company.

For T Raghavendra & Associates


Chartered Accountants
FRN: 003329S

T Raghavendra
Mem. No. 023806

Place: Hyderabad
Date: 30th May 2014

: : 42 : :

ANNUAL REPORT 2013-2014

Annexure referred to in our report of even date on the accounts for the year
ended 31st March 2014
1.

a.

The Company has maintained proper records showing full particulars including quantitative
details and situation of the fixed assets.

b.

The assets are physically verified, in phases, by the Management during the year as per the
regular programme of verification, which in our opinion is reasonable having regard to the
size of the company and the nature of its assets. No material discrepancies have been noticed
on such verification. In respect of certain class of assets, verification of which is in progress,
discrepancies if any noticed, will be dealt with appropriately later.

c.

The assets disposed off during the period are not substantial and therefore do not affect the
going concern status of the company.

2.

a.

The stock of raw materials, stores, spare parts and finished goods other than in transit have
been physically verified during the year by the Management. In our opinion the frequency of
verification is reasonable.

b.

In our opinion and according to the information and explanations given to us the procedures of
physical verification of inventory followed by the management are reasonable and adequate in
relation to the size of the company and the nature of its business.

c.

In our opinion the company has maintained proper records of inventory. The discrepancies
noticed on verification between the physical stocks and the book records were not material and
have been properly dealt with in the books of account.

3.

a.

According to the information and explanations given to us, the company has not taken any loans
from the companies, firms or other parties listed in the register maintained under Section 301
of the Companies Act, 1956.

b.

According to the information and explanations given to us, the Company has not granted any
loans to the Companies, firms or other parties listed in the register maintained under Section
301 of the Companies Act, 1956.

c.

The Company has not given any loans or advances in the nature of loans.

4.

In our opinion and according to the information and explanations given to us, there are adequate
internal control procedures commensurate with the size of the company and the nature of its business,
with regard to purchase of inventory and fixed assets and for the sale of goods and services. During
the course of our audit, no major weakness has been noticed in the internal control system.

5.

a.

Based on the audit procedures applied by us and according to the information and explanations
provided by the management, we are of the opinion that the contracts or arrangements that
need to be entered in the register maintained in pursuance of Section 301 of the Companies Act,
1956 have been properly entered in the said register.

b.

In our opinion and according to the information and explanations given to us, the transactions
entered in the register maintained under Section 301 and exceeding during the period by Rupees
five lakhs in respect of each party have been made at prices which are reasonable having regard
to the prevailing market prices at the relevant time.

6.

The company has not accepted any deposits from the public within the meaning of Sections 58A,
58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975 framed there under.

7.

The company has an internal audit system, which in our opinion, is commensurate with its size and
nature of its business.

: : 43 : :

8.

We have broadly reviewed the books of account maintained by the Company persuant to the Rules
209(1)(d) of the Companies Act, 1956 for maintainance of Cost Records and are of the opinion that,
prima facie, the prescribed accounts and records have been made and maintained.

9.

a.

According to the information and explanations given to us and on perusal of the records of the
company made available to us, the Company is generally regular in depositing with appropriated
authorities the undisputed statutarty dues including provident fund, employees state insurance,
customs duty , excise duty, and other material statutaory dues as applicable with the asppropriate
authorities. According to the information and explanations given to us, no undisputed amounts
payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period
of more than six months from the date of becoming payable except FBT dues of Rs.9.47 lakhs,
Rs. 10.22 lakhs for the years 2008-09, 2007-08 respectively and Dividend Distribution Tax of Rs
3.95 lakhs each for the Financial years 2011-12 and 2012-13, respectively, and Income Tax for
the year 2010-11 amounting to Rs. 78.97 lakhs.

b.

According to the information and explanations given to us and the records of the company
examined by us, the disputed statutory dues that have not been deposited on account of
matters pending before appropriate authorities are as follows:
Name of the Statute
TNGST Act, 1959

TNVAT Act, 2006

Income Tax Act, 1961

Workman Compensation

Customs
Excise

&

Central

Amount
Period to
Rs. in
which the
Lakhs
amount due
338.40 2000-01
1,182.28 2001-02
514.77 2002-03
2,344.55 2004-05
4,629.36 2005-06
2,006.86 2006-07
393.79 2008-09
1,109.53 2009-10
2,847.91
2010-11
18,616.51
2011-12
21,877.04
2012-13
14,203.41
2013-14
542.35
297.10
1,136.31
1,509.81
1.77

316.61
263.74
104.24
37.15

Forum where dispute is pending

Special Committee, Sales Tax, Tamilnadu


Honble High Court of Tamilnadu
Honble High Court of Tamilnadu
Honble High Court of Tamilnadu
Honble High Court of Tamilnadu
Honble High Court of Tamilnadu
Honble High Court of Tamilnadu
Honble High Court of Tamilnadu
Honble High Court of Tamilnadu
Honble High Court of Tamilnadu
Honble High Court of Tamilnadu
Got set aside the order 15.04.2014 and fresh
notice is to be issued on the same issue
2005-06 The matter is pending with ITAT
2008-09 The Tribunal remanded back the matter to
the Assessing officer for fresh assessment.
2009-10 The matter is pending with ITAT
2010-11
The matter is pending with CIT Appeals
Interim Stay Granted by Honble High Court
as against the Orders passed by the Honble
Labour Commissioner.
2000-01 CESTAT Bangalore and Chennai
1995-96 Commissioner (Appeals), Chennai & CESTAT
2007-08 & CESTAT, Bangalore
2008-09
2008-09 Add. Commissioner CUS & CE, Hyderabad-I

: : 44 : :

ANNUAL REPORT 2013-2014


10. The Company does not have accumulated losses as at 31st March 2014 and it has not incurred any
cash losses in the financial year ended on that or in the immediately preceding financial year.
11. According to the information and explanations given to us and the records of the company examined
by us, the company has defaulted in repayment of dues to Financial Institution with respect to the
Term Loans and the interest overdue and LCs devolved were converted into FITL (Rs. 1089.98 lakhs)
and WCTL (Rs. 1763.30 lakhs) inclusive of current year figure respectively by the Term Lending
Institution with orginal loan (Rs.3605.02 Lakhs) being rescheduled. The company has defaulted in the
payment of LC acceptances with Bank of India, Central Bank of India and UCO Bank to the tune of Rs.
944.99 laksh, Rs 4719.37 lakhs and Rs. 5837.45 lakhs respectively.
12. According to the information and explanations given to us, the Company has not granted any loans
and advances on the basis of security by way of pledge of shares, debentures and other securities.
13. The provisions of any special statute applicable to chit fund/mutual benefit fund / societies are not
applicable to the Company.
14. As the Company is not dealing or trading in shares, securities, debentures and other investments,
paragraph 4(xiv) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company
for the year.
15. In our opinion and according to the information and explanation given to us, the terms and conditions
on which the company has given guarantee for loan taken by other company from bank are not
prejudicial to the interest of the Company.
16. The Company has not raised any new term loans during the year. The term loans outstanding at the
beginning of the year have been applied for the purposes for which they were raised.
17. According to the information and explanations given to us and an overall examination of the balance
sheet of the Company, we report that no funds raised on a short-term basis which have been used for
long-term investment, and vice versa.
18. The Company has not issued any debentures during the year and therefore paragraph 4(xix) of the
Order is not applicable.
19. In our opinion, and according to the information and explanations given to us and as far as we could
ascertain no personal expenses have been charged to the revenue account.
20. In our opinion, and according to the information and explanations given to us, the Company is not
covered within the definition of Sick Industrial Company as contained in Section 3(I) (O) of the Sick
Industrial Companies (Special Provisions) Act, 1985.
21. According to the information and explanations given to us there were no damaged goods in the case
of goods purchased for re-sale;
22. During the course of our examination of the books and records of the Company, carried out in
accordance with the generally accepted auditing practices in India, and according to the information
and explanations given to us, we have neither come across any instance of fraud on or by the
Company, noticed or reported during the year, nor have we been informed of such case by the
management.


For T Raghavendra & Associates


Chartered Accountants
FRN: 003329S
T Raghavendra
Mem. No.023806

Place: Hyderabad
Date: 30th May 2014

: : 45 : :

Balance Sheet as at 31st March, 2014


Note
No

Particulars
I.

Rs. in Lakhs
As at
31.03.2014

As at
31.03.2013

EQUITY AND LIABILITIES


Shareholders Funds
2.01

19,320.31

19,320.31

2.02

43,381.03

44,043.15

Long-Term Borrowings

2.03

17,652.38

19,111.02

(b) Deferred Tax Liabilities (Net)

2.04

3,118.84

3,429.75

(a)

Share Capital

(b) Reserves and Surplus


Non-Current Liabilities
(a)
(c)

Other Long-Term Liabilties

(d) Long-Term Provisions

2.05

22,555.19

10,976.06

2.06

133.41

128.49

Current Liabilities
2.07

38,001.30

35,686.95

(b) Trade Payables

2.08

42,949.60

48,380.63

(c)

2.09

33,953.01

23,717.58

2.10

28.31

198.31

221,093.38

204,992.25

19,531.11

20,969.06

(a)

Short-Term Borrowings
Other Current Liabilities

(d) Short-Term Provisions


Total
II

ASSETS
Non-Current Assets
(a)

Fixed assets

(i)

Tangible Assets

2.25

(ii)

Intangible Assets

2.25

24.62

(b) Non-Current Investments

2.11

14,367.07

14,367.07

(c)

2.12

10,503.91

10,460.35

Long Term Loans and Advances

Current Assets
(a) Inventories

2.13

4,210.85

4,324.75

(b) Trade Receivables

2.14

160,998.27

137,256.92

(c)

Cash and Cash Equivalents

2.15

2,404.27

806.86

(d) Short-Term Loans and Advances

2.16

Total
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014

9,077.90

16,782.62

221,093.38

204,992.25

For and on behalf of the Board


G Srinivasa Raju
Managing Director

S Hanumantha Rao
Director

B Manoharan
Chief Financial Officer

M Naresh Kumar
Company Secretary

Place: Hyderabad
Date: 30th May 2014

: : 46 : :

ANNUAL REPORT 2013-2014

Statement of Profit and Loss for the year ended 31st March, 2014
Note
No

Particulars
I

For year
ended
31.03.2014

For the Year


ended
31.03.2013

Revenue
Revenue from Operations

2.17

342,173.02

335,903.96

Other Income

2.18

4,401.86

862.48

346,574.88

336,766.44

4,210.24

4,774.08

322,340.56

313,866.51

Total Revenue
II

Rs. in Lakhs

Expenses
Cost of Materials Consumed

2.19

Purchase of Stock-in-Trade
Changes in inventories of Finished Goods,
Work-in-Progress and Stock-in-Trade

2.20

(30.71)

400.12

Employee Benefit Expenses

2.21

522.34

597.99

Finance Costs

2.22

14,735.14

8,580.62

Depreciation and Amortization Expenses

2.25

1,741.59

3,007.99

Other Expenses

2.23

3,953.65

4,739.59

347,472.81

335,966.90

(897.93)

799.54

Total Expenses
III

Profit Before Exceptional Items and Tax (I - II)

IV

Exceptional Items

Profit Before Tax (III - IV)

VI

Tax Expense:

43.31

152.96

(941.24)

646.58

170.00

(310.91)

136.20

(630.33)

340.38

Basic

(0.39)

0.18

Diluted

(0.39)

0.18

2.24

Current tax
Deferred tax
VII Profit for the Year (V - VI)
Earnings per Equity Share of Rs.10 each
(Refer Note 2.33)

As per our report of even date


T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014

For and on behalf of the Board


G Srinivasa Raju
Managing Director

S Hanumantha Rao
Director

B Manoharan
Chief Financial Officer

M Naresh Kumar
Company Secretary

Place: Hyderabad
Date: 30th May 2014

: : 47 : :

Cash Flow Statement for the year ended 31st March, 2014

Rs.in Lakhs

Particulars
31.03.2014
31.03.2013
CASH FLOW FROM OPERATING ACTIVITIES

Net Profit / (Loss) Before Tax
(941.24)
646.58

Adjustments for
Depreciation
1,741.59
3,007.99

Finance Costs
14,735.14
8,580.62

Interest & other income
(409.40)
(606.28)

Un-earned Foreign Income
(2,881.34)

Provison for Graduity
14.29
7.00

Provison for Leave Encashment
10.68
3.43

Profit on sale of fixed assets
(4.94)
(8.46)

Exceptional Items
43.31
152.96
Operating Profit Before Working Capital Changes
12,308.09
11,783.84
Changes in Working Capital

Decrease in Inventories
113.90
295.49

(Increase) in Trade Receivables
(23,741.35)
(4,443.40)

Decrease / (Increase) in Loans & Advances
7,661.18
(4,327.27)

Increase / (Decrease) in Trade Payables
343.49
(810.32)

Increase / (Decrease) in Other Liabilities
19,655.28
(2,186.28)

Cash Generated from Operations
16,340.59
312.06

Direct Taxes Paid
(110.24)
(150.37)
Cash from Operating Activities (A)
16,230.35
161.69
CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets
(351.75)
(5,935.50)

Proceeds from Sale of fixed assets
74.19
2,974.03

Interest Received
75.93
448.98
Cash from Investment Activities (B)
(201.63)
(2,512.49)
CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Borrowings
3,959.72

Repayment of Borrowings
(3,257.84)

Interest & Financial Charges Paid
(11,173.47)
(8,580.62)
Net Cash from Financing Activities (C)
(14,431.31)
(4,620.90)
Net Increase in Cash and Cash Equivalent (A+B+C)
1,597.41
(6,971.70)
Cash and Cash Equivalents at the beginning of the year
806.86
7,778.56
Cash and Cash Equivalent as on 31.03.2014
2,404.27
806.86
Notes:
1.
Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard (AS) 3 on Cash Flow Statements.
2.
Cash and cash equivalents comprise cash at bank and in hand and margin money deposits with banks.
3.
Previous years figures have been regrouped and reclassified to confirm to those of the current year.
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014

For and on behalf of the Board


G Srinivasa Raju
Managing Director

S Hanumantha Rao
Director

B Manoharan
Chief Financial Officer

M Naresh Kumar
Company Secretary

Place: Hyderabad
Date: 30th May 2014

: : 48 : :

ANNUAL REPORT 2013-2014

Notes forming part of Financial Statements


1. Significant Accounting Policies
1.01 Basis of Preparation of Financial Statements

The financial statements have been prepared and presented in accordance with Indian Generally
Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual
basis except interest on margin money deposits. The GAPP comprises mandatory accounting
standards as prescribed by the Companies (Accounting Standards) Rules 2006, the provisions
of the Companies Act, 2013 (to the extent notified) and the Companies Act, 1956 (to the extent
applicable) and the guidelines issued by the Securities and Exchange Board of India (SEBI). The
financial statements are presented in Indian rupees (Rs. in Lakhs).

1.02 Use of Estimates


The preparation of financial statements in conformity with Indian GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities on the date of the financial statements. Actual results could
differ from those estimates. Any revision to accounting estimates is recognised prospectively in
current and future periods.

1.03 Fixed Assets


a.

Fixed assets are carried at cost of acquisition less accumulated depreciation. The cost of fixed
assets comprises the purchase price (net of rebates and discounts) and any other directly
attributable costs of bringing the assets to working condition for their intended use. Borrowing
costs directly attributable to acquisition of those fixed assets which necessarily take a substantial
period of time to get ready for their intended use are capitalized.

b.

Advances paid towards acquisition of fixed assets outstanding at each balance sheet date and
the cost of fixed assets not ready for their intended use before such date are disclosed as capital
work-in-progress.

1.04 Intangible Assets


Intangible Assets are stated at cost of acquisition less accumulated depreciation.

1.05 Depreciation
a.

Depreciation on fixed assets is provided using the Straight Line Method as per the rates
prescribed in Schedule XIV to the Companies Act, 1956.

b.

The rates of depreciation prescribed in Schedule XIV to the Companies Act, 1956 are considered
as minimum rates. If the managements estimate of the useful life of a fixed asset at the time
of acquisition of the asset or of the remaining useful life on a subsequent review is shorter than
envisaged in the aforesaid schedule, depreciation is provided at a higher rate based on the
managements estimate of the useful life / remaining useful life.

c.

Depreciation is calculated on a pro-rata basis from/ up to the date the assets are purchased /
sold.

1.06 Investments
a.

Investments are classified as current or long-term in accordance with Accounting Standard 13


on Accounting for Investments.

b.

Current Investments are stated at lower of cost or fair value. Long Term Investments are stated
at cost. Provision for diminution in the value of long-term investments is made only if such a
decline is other than temporary.

c.

The investments in fully owned subsidiaries are carried out at the cost of acquisition as the same
are long term investments.

: : 49 : :

1.07 Revenue Recognition


a.

Revenue is recognized when it is earned and to the extent that it is probable that the economic
benefits will flow to the company and the revenue can be reliably measured.

b.

Revenue from sale of goods is recognized on delivery of the products, when all significant
contractual obligations have been satisfied, the property in the goods is transferred for a price,
significant risks and rewards of ownership are transferred to the customers and no effective
ownership is retained.

c.

Sales are net of sales returns and trade discounts. Export turnover includes related export
benefits. Excise duty and VAT are recovered is presented as a reduction from Gross turnover.

d.

Interest revenue on fixed deposits is recognized on accrual basis.

1.08 Inventories

Inventories are valued at the lower of Cost or Net Realizable Value. Cost of inventories comprise
all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to
their present location and condition. Cost is arrived at,
a.

In case of raw materials and other trading products on weighted average cost method.

b.

In case of stores and spares on weighted average cost method.

c.

In case of work in process and finished goods, includes material cost, labour, manufacturing
overheads.

Net realizable value is the estimated selling price in the ordinary course of business, less
estimated costs of completion to make the sell.

1.09 Employee Benefits


a.

Short-term employee benefits

All employee benefits falling due wholly within twelve months of rendering the services are
classified as short term employee benefits. The benefits like salaries, wages, short term
compensated absences etc. and the expected cost of bonus, ex-gratia are recognised in the
period in which the employee renders the related service.

b.

Post-employed benefits
a.

Long-term employee benefits (benefits which are payable after the end of twelve months
from the end of the period in which the employees render service) and post-employment
benefits (benefits which are payable after completion of employment) are measured on
a discounted basis by the Projected Unit Credit Method on the basis of annual third party
actuarial valuations.

b.

Contributions to provident fund, a defined contribution plan are made in accordance with
the statute, and are recognized as an expense when employees have rendered service
entitling them to the contributions.

c.

The gratuity benefit obligations recognized in the Balance Sheet represents the present
value of the obligations as reduced by the fair value of plan assets. Any asset resulting
from this calculation is limited to the discounted value of any economic benefits available
in the form of refunds from the plan or reductions in future contributions to the plan.

1.10 Foreign Currency Transactions


a.

Foreign currency transactions are recorded in the reporting currency at the exchange rates
prevailing on the date of the transaction.

b.

Exchange differences arising on the settlement of monetary items on reporting companys


monetary items at rates different from those at which they were initially recorded during the
year, or reported in previous financial statements, are recognized as income or as expenses in
the year in which they arise.

: : 50 : :

ANNUAL REPORT 2013-2014


c.

Non-monetary items such as investments are carried at historical cost using the exchange rates
on the date of the transaction.

d.

Closing monetary foreign current assets and current liabilities have been re-instated in the
reporting currency at the exchange rate prevailing on balance sheet date, in accordance with
Accounting Standard 11 on The Effects of changes in Foreign Exchange Rates. The difference
arising on these transactions being charged/revenue to the Statement of Profit and Loss.

1.11 Taxes on Income


a.

Income taxes are accounted for in accordance with Accounting Standard 22 on Accounting for
Taxes on Income.

b.

Taxes comprise both current and deferred tax. Current tax is measured at the amount expected
to be paid/recovered from the revenue authorities, using the applicable tax rates and laws.

c.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives rise to future
economic benefits in the form of adjustment of future income tax liability, is considered as an
asset if there is convincing evidence that the Company will pay normal tax after the tax holiday
period. Accordingly, it is recognized as an asset in the balance sheet when it is probable that
the future economic benefit associated with it will flow to the Company and the asset can be
measured reliably.

d.

The tax effect of the timing differences that result between taxable income and accounting
income and are capable of reversal in one or more subsequent periods are recorded as a
deferred tax asset or deferred tax liability.

e.

Deferred tax assets and liabilities are recognized for future tax consequences attributable
to timing differences. They are measured using the substantively enacted tax rates and tax
regulations.

f.

The carrying amount of deferred tax assets at each balance sheet date is reduced to the extent
that it is no longer reasonably certain that sufficient future taxable income will be available
against which the deferred tax asset can be realized.

g.

Tax on distributed profits payable in accordance with the provisions of Section 115O of the
Income Tax Act, 1961 is in accordance with the Guidance Note on Accounting for Corporate
Dividend Tax regarded as a tax on distribution of profits and is not considered in determination
of profits for the year.

1.12 Earnings per Share


a.

The Company reports basic and diluted Earnings Per Share (EPS/DEPS) in accordance with
Accounting Standard 20 on Earnings Per Share. Basic EPS is computed by dividing the net
profit or loss for the year by the weighted average number of equity shares outstanding during
the year.

b.

Diluted EPS is computed by dividing the net profit or loss for the year by the weighted average
number of equity shares outstanding during the year as adjusted for the effects of all dilutive
potential equity shares from the exercise of convertible share warrants of un-issued share
capital, except where the results are anti-dilutive.

1.13 Leases
a.

Leases under which the Company assumes substantially all the risks and rewards of ownership
are classified as finance leases. Such assets acquired on or after 1st April 2001 are capitalized
at the fair value or the present value of minimum lease payments at the inception of the lease,
whichever is lower.

b.

Lease income from assets given on operating lease is recognized as income in the Statement of

: : 51 : :

Profit & Loss. Lease payments for assets taken on operating lease are recognized as expense in
the Statement of Profit and Loss.
1.14 Segment Reporting

Disclosure is made as per the requirements of the Standard. Details have furnished under Note
No.2.32 of Notes to Accounts.

1.15 Impairment of Assets


a.

The Company assesses at each balance sheet date whether there is any indication that any
assets forming part of its cash generating units may be impaired. If any such indication exists,
the Company estimates the recoverable amount of the asset. If such recoverable amount of the
asset or the recoverable amount of the cash generating unit to which the asset belongs to is
less than its carrying amount, the carrying amount is reduced to its recoverable amount. The
reduction is treated as an impairment loss and is recognized in the Statement of Profit and Loss.

b.

If at the balance sheet date, there is an indication that a previously assessed impairment loss
no longer exists, the recoverable amount is re-assessed and the asset is reflected at the reassessed recoverable amount subject to a maximum of depreciated historical cost.

1.16 Provision for Doubtful Debts /Advances


a.

Provision for doubtful debts/ advances is made when there is uncertainty of realization of debts
which are long outstanding. All debts which are over and above one year are provided in full
unless there is certainty of its recovery.

b.

In addition to the above, provision is also made in respect of dues in respect of which suits are
filed. Writing off doubtful debts/advances are made when the un-realisability is established.

1.17 Provisions, Contingent Liabilities and Contingent Assets


a.

Provisions involving substantial degree of estimation in measurement are recognised when there
is a present obligation as a result of past events and it is probable that there will be an outflow
of resources.

b.

Contingent Liabilities are not recognised but are disclosed in the notes.

c.

Contingent Assets are neither recognised nor disclosed in the financial statements.

1.18 Cash Flow statement


Cash Flow Statement has been prepared using the Indirect Method as per the Accounting
Standard 3 on Cash Flow Statements

1.19 Borrowing cost


a.

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are
capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes
substantial period of time to get ready for intended use.

b.

All other borrowing costs are charged to profit and loss account

1.20 Related party disclosure


Disclosure is made as per the requirements of the Standard and as per the clarifications issued
by the Institute of Chartered Accountants of India

1.21 Interim Financial Reporting


Quarterly financial results are published in accordance with the requirement of Listing Agreement
with Stock Exchanges. The recognition and measurement principle as laid down in the Standard
have been followed in the preparation of these results.

: : 52 : :

ANNUAL REPORT 2013-2014

Rs. in Lakhs
As at
31.03.2014

As at
31.03.2013

17,500.00

17,500.00

2,500.00

2,500.00

20,000.00

20,000.00

16,884.11

16,884.11

2,436.20

2,436.20

19,320.31

19,320.31

2.01 Share Capital


a)

Authorised Share Capital

17,50,00,000 Equity Shares of Rs. 10/- each

25,00,000 1% Cumulative Redeemable Preference Shares


of Rs.100/- each

Total

b)

Issued, Subscribed & Fully Paid Up Share Capital

16,88,41,072 Equity Shares of Rs. 10/- each

24,36,200 1% Cumulative Redeemable Preference Shares


of Rs.100/- each

Total

Notes :
i)

The Company has allotted 24,36,200 of 1% Cumulative Redeemable Preference Shares (CRPS) of
Rs.100/ each on 1st March 2006 aggregating to Rs.2436.20 lakhs, and redeemable in 12 quarterly
installments commencing from October 2014.

ii)

Reconciliation of the number of shares outstanding at the beginning and end of the reporting period:
Rs. in Lakhs
2013-14

Particulars

iii)

No. of Shares

a)

Equity Shares

Shares Outstanding at the Beginning of the Year

Add: Shares Issued During the year

Less: Shares Redeemed/ Bought Back During the Year

Shares Outstanding at the end of the Year

b)

Preference Shares

Shares Outstanding at the Beginning of the Year

Add: Shares Issued During the Year

Less: Shares Redeemed/ Bought Back During the Year

Shares Outstanding at the end of the year

2012-13
Amount

No. of Shares

168,841,072

16,884.11

Amount

168,841,072 16,884.11
-

168,841,072

16,884.11

2,436,200

2,436.20

2,436,200

2,436.20

2,436,200

2,436.20

2,436,200

2,436.20

168,841,072 16,884.11

Details of shareholders holding more than 5% in the company:


2013-14
Name of the Shareholder

No. of Shares
held

2012-13
% of
Holding

No. of
Shares held

% of
Holding

i)

Yalamanchili Finance & Trading Pvt Ltd

30,000,000

18

30,000,000

18

ii)

Sujana Finance & Trading Pvt. Ltd

13,739,235

13,739,235

: : 53 : :

Rs. in Lakhs
As at
31.03.2014

2.02 Reserves and Surplus


a) Capital Reserves

Opening Balance

Add: Additions During the Year
b)

Securities Premium Reserves


Opening Balance
Add: Additions During the Year

c)

Revaluation Reserves
Opening Balance
Less: Depreciation on Revalued Assets

d)

General Reserves
Opening Balance

e)


Surplus
Opening Balance
Add: Profit for the year
Add: Excess Provision for IT written off

Less: Provision for


-
Proposed Dividend on CRPS
-
Dividend Distribution Tax


Total (a+b+c+d+e)
2.03 Long-Term Borrowings
Secured
a) Term Loans from Banks (Refer Note 1)

i)
Term Loan (TL)

ii) Working Capital Term Loan (WCTL)

iii) Funded Interest Term Loan (TL)
b) Vehicle Loans (Refer Note 2)
Un-Secured

Loans from Others (Refer Note 3)

As at
31.03.2013

20.00
20.00

20.00
20.00

18,658.23
18,658.23

18,658.23
18,658.23

5.98
3.48
2.50

9.46
3.48
5.98

1,667.83
1,667.83

1,667.83
1,667.83

23,691.11
(630.33)
23,060.78

22,641.91
340.38
737.13
23,719.42

24.36
3.95
23,032.47
43,381.03

24.36
3.95
23,691.11
44,043.15

2,307.21
1,303.93
817.49
131.50
4,560.13

3,605.02
1,763.30
650.45
6,018.77

13,092.25
13,092.25
17,652.38

13,092.25
13,092.25
19,111.02


Total
Notes:
1) (a) The term loans were availed from IDBI Bank Ltd.
(b) The term loan outstanding of Rs.3605.02 lakhs was rescheduled and made payable in 25
monthly installments commencing from July 1, 2014 and ending on July 1, 2016 and carrying
interest rate BBR + 650 basic points.

: : 54 : :

ANNUAL REPORT 2013-2014


Rs. in Lakhs
(c) Working Capital Term Loan, over due LCs outstanding/devolved ware converted in the year
2012-13 into WCTL, and repayable in 36 monthly installments commencing from July 1, 2014 and
carrying interest rate BBR + 650 basic points.
(d) During the the year 2012-13, the following interests were converted into Funded Interest Term
Loan (FITL), which is repayable in 36 monthly installments commencing from July 1, 2014 and
carrying interest rate BBR + 650 basic points:

(e)

2)

i)

Interest on term loan fallen due from July 2012 upto June 2013 was converted into FITL IV.

ii)

Overdue interest / penal interest on CC fallen due from October 2012 upto June 2013 was
converted into FITL I.

iii)

Interest on devolved LCs fallen due to December 2012 was converted into FITL II and
interest on WCTL fallen due from January 2013 to June 2013 was converted into FITL III.

The term loans are secured by way of first charge on the entire fixed assets of the Company, both
present and future, ranking pari passu with the charges already created in favour of existing term
lender and second charge on all the current assets of the Company, both present and future,
and further secured by the guarantees of the Promoter Directors, namely Y S Chowdary and G
Srinivasa Raju, in their personal capacities and corporate guarantee of M/s Sujana Metal Products
Ltd.

Vehicle loans availed from various banks and secured by way of charge of respective vehicles financed.

3)

Un-secured loans represents loans availed in the year 2011-12 from the Tejdeep Engineering Enterprises
Pvt. Ltd and Tejeswini Engineering Pvt. Ltd to meet the working capital requirements.
2.04 Deferred Tax Liability (Net)
Opening Balance
3,429.75
3,293.55
Add: Deferred Tax Assets
(i) On account of difference between book and income tax
(302.60)
139.74
depreciation
(ii) Provision for Gratuity
(4.86)
(2.38)
(iii) Provision for Leave Encashment
(3.45)
(1.16)
Closing Balance
3,118.84
3,429.75
2.05 Other Long-Term Liabilities
- Payable to Subsidiaries
19,920.20
8,102.06
- Payable to Others
2,634.99
2,874.00
Total
22,555.19
10,976.06
2.06 Other Long-Term Provisions
Provision for Employee Benefits
133.41
128.49
Total
133.41
128.49
2.07 Short Term Borroings
i) Secured

From Banks

-
Cash Credits
38,001.30
35,686.95
Total
38,001.30
35,686.95
Notes:
1) Cash Credits of banks are secured by way of pari pasu first charge on the current assets and pari
passu second charge on fixed assets both present and future and secured by the personal guarantees
of the Promoter Directors, namely Y S Chowdary and G Srinivas Raju, and further secured by the
corporate guarantee of M/s Sujana Metal Products Ltd (SMPL).

: : 55 : :

Rs. in Lakhs
2)

Cash Credits (CC) outstanding with various banks


Name of the Bank

1) Bank of Baroda
2) Bank of India
3) Central Bank of India
4) IDBI Bank Ltd
5) Indian Overseas Bank
6) Oriental Bank of Commerce
7) UCO Bank
Total
2.08 Trade Payables
i) Acceptance
ii) Trade Payables

Outstanding as on
31.03.2014
31.03.2013
4,409.06
4,397.40
7,730.96
9,364.45
4,377.02
4,352.52
2,537.19
2,502.63
5,345.66
5,219.10
4,991.49
5,052.97
8,609.92
4,797.88
38,001.30
35,686.95
23,915.92
19,033.68
42,949.60

29,690.44
18,690.19
48,380.63

Notes:
1) Acceptance refers to LC acceptances from banks are secured by way of pari passu first
charge on the current assets and pari pasu second charge on fixed assets both present and
future and secured by the personal guarantees of the Promoter Directors, as mentioned
above and further secured by the corporate guarantee of M/s Sujana Metal Products Ltd.
2) Letter of Credits (acceptances) outstanding with various banks
Outstanding as on
31.03.2014
31.03.2013
Total
Devolved
Total
Devolved
Bank of India
11,967.31
944.99
11,901.07
Central Bank of India
9,788.23
4,719.37
9,789.38
8,939.38
UCO Bank #
2,160.38
5,837.45
7,999.99
Total
23,915.92
11,501.81
29,690.44
8,939.38
The UCO Bank has debited the devolved LC amount of Rs. 5837.45 lakhs to Cash Credit (CC) Account.
Name of the Bank

1)
2)
3)
#

2.09 Other Current Liabilities


Current Maturities of Long Term Debt (Secured)
-
Vehicle Loans (Refer Note.1)
103.25
7.70
-
Term Loans (Refer Note. 2)
2,004.95
Other Payables
-
Auditors Fees Payable
30.34
28.34
-
Rent Payable
39.66
33.97
-
FBT Payable
19.69
29.34
-
Dividend Distribution Tax Payable
7.90
3.95
-
Income Tax Payable
1,043.13
973.73
-
Sundry Creditors for Services & Others
1,726.44
2,551.18
-
Advances from Customers
25,369.55
17,825.68
-
Capital Creditors
292.59
2,061.57
-
Interest Payable
3,285.39
163.25
-
Cost Audit Fees Payable
4.57
6.07
-
Statutory Liabilities
25.55
32.80
Total
33,953.01
23,717.58
Notes
1) Vehicle loans availed from various banks and secured by way of charge of respective vehicles financed.
2) Term Loans from IDBI Bank which are payable within one year.

: : 56 : :

ANNUAL REPORT 2013-2014


Rs. in Lakhs
As at
31.03.2014

As at
31.03.2013

2.10 Short-Term Provisions


For Income Tax
For Dividends on Cumulative Redeemable Preference Shares
For Dividend Distribution Tax
Total

170.00

24.36

24.36

3.95

3.95

28.31

198.31

0.04

0.04

26.03

26.03

848.92

848.92

12,904.92

12,904.92

587.16

587.16

14,367.07

14,367.07

2.11 Non-Current Investments


Investments in Subsidiary Companies (Unquoted, Non-trade,
at cost)
i)

Hestia Holdings Ltd

(1 equity share of 100 USD each fully paid up)

ii)

Nuance Holdings Ltd

( 500,000 equity shares of 1 HKD each fully paid up)

iii)

Pac Ventures Pte Ltd

(2,780,000 equity shares of 1 SGD each fully paid up)

iv)

Sujana Holdings Ltd

(1,000,000 equity shares of 100 AED each fully paid up)

v)

Sun Trading Ltd

(1,275,000 equity shares of 1 USD each fully paid up)

2.12 Long Term Loans and Advances


Unsecured & Considered Good
Deposits with Government Authorities & Others
Loans and Advances to Subsidiaries
Total

606.95

563.39

9,896.96

9,896.96

10,503.91

10,460.35

288.60

383.40

2.13 Inventories
(at lower of cost or net realizable value)
Raw Materials
Work in Process

60.01

54.53

Finished Goods

19.25

101.97

3,726.39

3,618.44

116.60

166.41

4,210.85

4,324.75

132,231.22

136,742.61

Stock in Trade
Stores and Spares
Total
2.14 Trade Receivables
Unsecured & Considered Good
Outstanding Less than Six Months
Outstanding More than Six Months
Total

: : 57 : :

28,767.05

514.31

160,998.27

137,256.92

Rs. in Lakhs
As at
31.03.2014

As at
31.03.2013

2.15 Cash and Bank Balances


Cash and Cash Equivalents
Cash on Hand

123.54

12.45

Bank Balances in Current Accounts

195.27

17.25

Margin Money Deposits

2,085.46

777.16

Total

2,404.27

806.86

Notes:
Margin Money Deposits represents margin money kept with various banks for issue of Letter of
Credits
2.16 Short Term Loans and Advances
Advance to Staff
Advance for Expenses & Others
TDS Receivable
Pre-paid Expenses

17.46

18.17

159.82

167.81

62.27

47.59

1.89

6.65

308.65

227.67

7,903.01

15,760.05

Excise Duty Receivable

94.80

26.16

MAT Credit Receivable

478.92

478.92

VAT Receivable
Advances to Suppliers

Interest Receivable
Total

: : 58 : :

51.08

49.60

9,077.90

16,782.62

ANNUAL REPORT 2013-2014

Rs. in Lakhs
For the year
ended
31.03.2014

Revenue from Operations


From Sale of Products (Gross)
- Domestic
- Exports
Less: Excise Duty
Total
2.18 Other Income
Interest Income
Other Non-operating Income (net of expenses directly
attributable to such income)
Forex Gain (Net)
Prior Period Items (Net)
Miscellaneous Income
Total
2.19 Cost of Material Consumed
Opening Stock of RM
Add: Purchases
Add: Carriage Inward & Other Incedental Expenses

For the year


ended
31.03.2013

2.17

Less: Closing Stock


Total
2.20 Changes in Inventories
a) Opening Stock
Stock-in-Trade

Finished Goods
Work-in-Progress
b) Closing Stock
Stock-in-Trade

Finished Goods
Work-in-Progress
(Increase) / Decrease ( a - b )
2.21 Employee Benefits Expense
Salaries and Wages
Contribution to Provident and Other Funds
Provident Fund Admin Charges
Staff Welfare Expenses
Total

: : 59 : :

323,696.75
19,357.96
(881.69)
342,173.02

291,044.36
45,651.79
(792.19)
335,903.96

127.00

448.98

3,967.08
145.32
162.46
4,401.86

177.33
236.17
862.48

383.40
3,633.07
482.37
4,498.84
288.60
4,210.24

296.38
4,754.30
106.80
5,157.48
383.40
4,774.08

3,618.44
101.97
54.53
3,774.94

3,912.21
189.91
72.94
4,175.06

3,726.39
19.25
60.01
3,805.65
(30.71)

3,618.44
101.97
54.53
3,774.94
400.12

467.95
31.87
3.18
19.34
522.34

543.38
27.73
3.30
23.58
597.99

Rs. in Lakhs
For the year
ended
31.03.2014

2.22 Finance Costs


Interest Expenses
Other Borrowing Costs
Total
2.23 Other Expenses
Consumption of Stores and Spare Parts (Refer Note 1)
Power and Fuel
Rent
Repairs to Buildings
Repairs to Machinery
Insurance
Rates and Taxes, excluding taxes on income
Professional & Consultancy Charges
Travelling & Conveyance
Carriage Outwards
Business Development Expenses
Cost Audit Fees
Postage, Telegrams & Telephone Expenses
Printing & Stationery
Job Work Expenses
Audit Fee
-
Audit Fee
-
Tax Audit Fee
- Others
Office Maintenance
Factory Maintenance
Foreign Exchange Fluctuations
Miscellaneous expenses
Total
Notes :
1) Consumption of Stores and Spare Parts
Opening Stock
Add: Purchases

For the year


ended
31.03.2013

9,200.55
5,534.59
14,735.14

7,021.41
1,559.21
8,580.62

520.66
2,229.46
154.28
1.14
6.79
35.06
44.95
105.24
111.40
440.02
22.76
3.37
17.52
10.98
11.72

560.32
1,826.60
197.84
11.12
18.45
4.88
15.65
100.42
153.03
314.19
41.92
3.37
30.01
5.69
288.61

15.73
1.12
0.50
139.86
44.17
36.92
3,953.65

15.73
1.12
175.78
8.69
895.06
71.11
4,739.59

166.41
470.85
637.26
116.60
520.66
43.31

148.80
577.93
726.73
166.41
560.32
152.96

Less: Closing Stock


Total
2.24 Exceptional Items
Notes:
During the current year the Sales Tax Authorities completed the Assessments of VAT for
2005-06, 2006-07 and Central Sales Tax (CST) for 2003-04, 2009-10. As a result of this the Company
recognised the liability as per the Assessment Orders.

: : 60 : :

: : 61 : :

Miscellaneous Equipments

Less: Revaluation Reserve

Total of Tangible Assets

Intangible Assets

ERP / Software

Total (A+B)

B)

44,019.12 351.75

391.45

351.75

351.75

43,627.67

43,627.67

326.18

19.04

6.53

Additions

3.52

476.47

100.14

0.10

351.01

648.04

40,784.24

1,182.99

81.16

As on
01.04.2013

569.39

569.39

569.39

569.39

Deletions

GROSS BLOCK

254.90
2.89
22,658.62

802.65
3.52
43,410.03

43,801.48

391.45

24.62

1,716.97

3.48

1,720.45

0.17

41.88

5.92

15.94

26.93

1,590.10

39.51

For the
year

23,025.45 1,741.59

366.83

22,658.62

68.84

119.18

43,410.03

0.10

0.10

290.96

351.01

20,983.21

40,214.85
467.05

590.67

1,182.99

654.57

As on
01.04.2013

81.16

As on
31.03.2014

500.15

500.15

500.15

500.15

24,270.37

391.45

23,878.92

23,878.92

3.06

296.78

74.76

0.10

306.90

493.98

22,073.16

630.18

19,531.11

19,531.11

19,531.11

0.46

505.87

44.42

44.11

160.59

18,141.69

552.81

81.16

20,993.68

24.62

20,969.06

20,969.06

0.63

221.57

31.30

60.05

180.99

19,801.03

592.32

81.16

As on
31.03.2013

NET BLOCK

On
As on
As on
Deletions 31.03.2014 31.03.2014

DEPRECIATION

Rs. in Lakhs

Notes:
The Company has charged the depreciation on plant & machinery on single shift basis for the year 2013-14 instead of double shift basis as charged in previous years,
since the plant & machinery has not operated at full capacity. Had the Company charged the depreciation on palnt & machinery on double shift basis the total depreciation
amount would be of Rs.2510.42 crores instead of Rs. 1741.59 crores.

Vehicles

Office Equipments

Electrical Equipments /
Installations

Furniture & Fixtures

Plant & Machinery

Buildings

Testing Equipments

Land

Tangible Assets

A)

PARTICULARS

2.25 Fixed Assets

ANNUAL REPORT 2013-2014

2.26 Disclosure as per Clause 32 of Listing Agreement


Loans and Advances in the nature of Loans given to Subsidiaries, associates and others and investment
in shares of the Company by such parties :
Rs. in lakhs

Name of the Company

Amount
outstanding
Relationship
As on 31.03.2014

Maximum amount
due at any one
time during the
year

Investment by the
loanee in the shares
of parent company
No. of Shares

Pac Ventures Pte. Ltd

Subsidiary

3717.51

3717.51

---

Sun Trading Limited

Subsidiary

6179.46

6179.46

---

2.27 Depreciation

Depreciation is provided on Straight Line Basis applying the rates specified in the Schedule XIV to
the Companies Act, 1956. However, depreciation on the amount enhanced over the original cost due
to revaluation of some of the fixed assets done during the year 1992-93 has been calculated for the
year on the same basis as provided on the original cost and the amount of depreciation arising due to
revaluation of fixed assets has been adjusted to revaluation reserve.

2.28 Dues from Directors : Nil


2.29 Related Party Disclosure

The following are the related parties as defined in Accounting Standard 18 notified under the
Companies (Accounting Standard) Rules, 2006

1. Subsidiaries
Country of
Incorporation

Name of the Subsidiary

% of Holding
as at 31.03.2014

Subsidiaries held directly


Pac Ventures Pte. Limited

Singapore

100

Sujana Holdings Limited

UAE, Dubai

100

Nuance Holdings Limited

Hong Kong

100

Sun Trading Limited

Cayman Island

100

Hestia Holdings Limited

Mauritius

100

Selene Holdings Limited

Mauritius

100

Empire Gulf FZE

UAE, Dubai

100

Sun Global Trading Pte. Limited

Singapore

100

Subsidiaries held indirectly

2.

Key Managerial Personnel

Mr. Y. S. Chowdary

Non-Executive Chairman

Mr. G. Srinivasa Raju

Managing Director

: : 62 : :

ANNUAL REPORT 2013-2014


3.

List of Related Parties

Sl. No

Name of the Company

1
2
3
4
5
6
7
8
9
10
11
12
13

Foster Infin and Trading Private Limited


Glade Steel Private Limited
Sujana Energy Limited
Sujana Finance and Trading Private Limited
Sujana Holding Limited
Sujana Metal Products Limited
Sujana Power (Gangikondan) Limited
Sujana Power (India) Limited
Sujana Power (Tuticorin) Limited
Sujana Projects Limited
Sujana Towers Limited
Yalamanchili Finance and Trading Private Limited
Sujana Pumps & Motors Pvt. Ltd

Related Party Transactions


Particulars
A

Sales
Sujana Metal Products Ltd
Sujana Towers Limited
Sub-total
Purchases
Sujana Metal Products Ltd
Sujana Towers Limited
Sub-total
Other Income
Sujana Towers Limited
Sub-total
Other Expenses
Sujana Metal Products Ltd
Sub-total
Remuneration
Mr. G Srinivasa Raju
Sub-total
Loans & Advances
Pac Ventures Pte. Ltd
Sun Trading Ltd
Sub-total
Corporate Guarantees (USD in lakhs)
Nuance Holdings Ltd
Pac Ventures Pte. Ltd
Hestia Holdings Ltd
Selene Holdings Ltd
(Step Down Subsidiary)
Standby Letter of Credit (USD in lakhs)
Pac Ventures Pte. Ltd

Sri Y S
Chowdary

N.A.

N.A.

Sri G S
Raju

N.A.

N.A.

N.A.

N.A.

Sri S Hanumantha
Rao
N.A.
N.A.

N.A.

N.A.
N.A.

Rs. in Lakhs
Subsidiaries
Key Management Personnel
2013-14
2012-13
2013-14
2012-13

10,644.42
20,844.70
42.41
410.01
10,686.84
21,254.71

3,964.94
1,704.72
396.44
806.64
4,361.38
2,511.36

1.08
1.08
1.08
1.08

9.00
9.00
9.00
9.00

48.00
15.54
48.00
15.54

2,726.01 7,566.63
9,092.13
265.29
11,818.14 7,831.92

$ 100.00
$ 111.70

$ 100.00
$ 25.00 $ 150.00

$ 130.00

: : 63 : :

2.30 Retirement Benefits


Gratuity and Leave Encashment

Actuarial Valuation Method : Projected Unit Credit Method


Rs. in Lakhs

(i)

(ii)

(iii)

(iv)

(v)

Gratuity

Reconciliation of Opening and Closing balances of


the present value of the defined benefit obligation:

Leave Encashment

2013-14

2012-13

2013-14

2012-13

Obligations at the beginning of the year


110.29
102.33
28.72
Service cost for the year
13.02
13.60
(0.79)
Interest cost
9.04
8.80
2.35
Benefits settled/paid
(15.73)
(10.94)
Actuarial (gain) / loss
(6.89)
(14.42)
8.58
Past service cost
Obligations at the end of the year
109.73
110.31
27.92
Change in Plan Assets

Plan assets at fair value at the beginning of the year


18.94
10.86
Adjustment
(7.05)
Expected return on plan assets
0.89
0.98
Actuarial gain / (loss)
Contributions
4.93
7.10
Benefits settled / paid
(15.73)
Plan assets at fair value at the end of the year
1.98
18.94
Reconciliation of present value of the obligation and

the fair value of the plan assets


Present value of obligation at the end of the year
109.73
110.30
27.92
Fair value of the plan assets at the end of the year
1.98
18.94
Amount recognised in the Balance Sheet
107.75
91.36
27.92
Expenses recognised in the Statement of Profit &

Loss
Service cost for the year
13.02
13.60
(0.79)
Interest cost
9.04
8.80
2.35
Expected return on plan assets
(0.89)
(0.98)
Actuarial (gain) / loss
(6.89)
(14.42)
8.58
Past service cost
Net Cost
14.28
7.00
10.14
Assumptions

Discount rate (Note 1)


9.15%
8.20%
9.15%
Estimated rate of return on plan assets (Note 2)
9.00%
9.00%
0.00%
6.00%
6.00%
6.00%
Rate of escalation in salary per annum (Note 3)
Expected average remaining working live of employees 16 years 17 years 16 years
Retirement age
58 years 58 years 58 years

: : 64 : :

27.73
0.97
2.39
(2.45)
0.07
28.71

28.71
28.71

0.97
2.39
0.07
3.43

8.20%
0.00%
6.00%
17 years
58 years

ANNUAL REPORT 2013-2014


Notes:
1.

2.

The discount rate is based on the prevailing market yield on Government Bonds as at the balance
sheet date for the estimated terms of obligations
a)

In the case of Gratuity, the expected rate of return was assumed to be 9% per annum since the
fund has earned interest at this rate as per the certificate issued by Life Insurance Corporation
of India Ltd (LIC)

b)

In the case of Leave Encashment, the expected rate of return assumed to be 0% since there is
no fund except provision.

Salary increase rate of 6% per annum has been assumed keeping in view of the inflation rate on long
term basis.

2.31 Auditors Remuneration



Particulars

2013-14
15.73
1.12
16.85

Audit Fees
Tax Audit Fee
Total

Rs. in Lakhs
2012-13
15.73
1.12
16.85

2.32 Segment Reporting


The Company has identified three reportable segments viz. LEC Division, Appliance Division, Steel
Division. Segments have been identified and reported taking into account the nature of products and
services, the differing risks and returns and the internal business reporting systems. The accounting
policies adopted for segment reporting are in line with the accounting policy of the Company with
following additional policies for segment reporting.
a.

Revenue and expenses have been identified to a segment on the basis of relationship to operating
activities of the segment. Revenue and expenses which relate to enterprise as a whole and are
not allocable to a segment on reasonable basis have been disclosed as Un-allocable.

b.

Segment assets and liabilities represent net assets and liabilities in respective segments.
Investments, tax related assets and other assets and liabilities that cannot be allocated to a
segment on reasonable basis have been disclosed as Un-allocable.

i.

Primary Business Segment Information

Rs. in Lakhs

Business Segments
LEC

Particulars
2013-14
A Revenue

Appliance
2012-13

2013-14

Eliminations

Steel

2012-13

2013-14

2012-13

Total

2013-14 2012-13

2013-14

2012-13

a) External

35.71

54.97

171.36

3,42,082.34

3,35,732.60

3,42,173.02

3,35,903.96

b) Internal

c) Total

35.71

54.97

B Results

(1,061.93) (211.50)

(516.06)

Segment Result Before


Tax

Less: Taxes

Profit After Taxes

(547.02)

171.36 3,42,082.34 3,35,732.60


(182.72)

- 3,42,173.02 3,35,903.96

2,224.57

(941.24)

646.58

(310.91)

306.20

(547.02) (1,061.93) (211.50) (516.06)

(182.72)

2,224.57

(630.33)

340.38

: : 65 : :

Assets

a) Segment Assets
3,337.51
b) Un allocable Assets
c) Total
3,337.51

Liabilities
a) Segment Liabilities
60.35
b) Un allocable Liabilities

c) Total
60.35

Others
a) Depreciation
565.74
b) Capital Expenditure
c) Non-Cash Expenses
other than depreciation

3,977.75 957.18 1,152.74 2,01,952.65 1,85,015.78


-
-
-
3,977.75 957.18 1,152.74 2,01,952.65 1,85,015.78

12.15 131.92
126.50 1,55,080.93 1,27,284.34

12.15 131.92 126.50 1,55,080.93 1,27,284.34

1,066.82 137.31
397.83
1,038.54
1,543.34
-

2,06,247.34 1,90,146.27
14,846.04
14,845.98
2,21,093.38 2,04,992.25

1,55,273.20 1,27,422.99
3,118.83
3,429.75
1,58,392.03 1,30,852.74

1,741.59
3,007.99
-

(ii) Secondary Segments Information : Geographical


Revenue from geographical segment is based on location of its customers and total carrying
amount of assets. The total cost incurred during the year to acquire fixed assets is based on
geographical locations of the assets.

Secondary Segments Information : Geographical


Particulars
A Revenue by Geographical Market

-
In India

-
Outside India

- Total
B Additions to Fixed Assets and Intangible Assets

-
In India

-
Outside India

- Total
C Carrying Amount of Segment Assets

-
In India

-
Outside India

- Total

31.03.2014

3,22,815.06
19,357.96
3,42,173.02

351.75
351.75

1,96,829.35
24,264.03
2,21,093.38

Rs. in Lakhs
31.03.2013

2,90,252.17
45,651.79
3,35,903.96

5,935.50
5,935.50

1,80,728.22
24,264.03
2,04,992.25

2.33 Earnings Per Share (EPS)


Basic and Diluted Earnings Per Share
Particulars
Net Profit After Tax
Less: Dividend on CRPS

Dividend Tax
Net Profit attributable to Equity shareholder
Weighted average number of equity shares for Basic EPS
Weighted average number of equity shares for Diluted EPS
Nominal Value of Ordinary Share
Basic Earnings per Ordinary Share
Diluted Earnings per Ordinary Share

: : 66 : :

2013-14
(630.33)
24.36
3.95
(658.64)
16,88,41,072
16,88,41,072
Rs. 10.00
(Rs. 0.39)
(Rs. 0.39)

Rs. in Lakhs
2012-13
340.38
24.36
3.95
312.07
16,88,41,072
16,88,41,072
Rs. 10.00
Rs. 0.18
Rs. 0.18

ANNUAL REPORT 2013-2014


2.34 Balances under Sundry Debtors, Sundry Creditors and Loans & Advances and other receivables and
payables include long outstanding amounts are subject to confirmations to be received from most of
the parties.
2.35 The Company has not received information / memorandum as required to be filed by the supplier with
the notified authority under the MSMED Act, 2006 claiming their status as Micro or Small or Medium
Enterprises. Hence, disclosure relating to amounts unpaid as at the year end together with interest
paid or payable under this act has not been given.
2.36 Contingent Liabilities
1.
a)
b)

c)

d)

e)

f)

g)

h)

2.
a)
b)
c)

d)

Particulars
Bank Guarantees
Bank of Baroda: Guarantee executed in favour of Commissioner Central
Excise
Corporate Guarantee provided by the Company to Mauritius Commercial
Bank, Mauritius, on behalf of Hestia Holdings Ltd, Mauritius, wholly owned
subsidiary to SUIL. The Company has received the legal notice u/s 433 of the
Companies Act 1956 and the Company has given reply to the legal notice.
Corporate Guarantee provided by the Company to Standard Bank
(Mauritius) Limited on behalf of Selene Holdings Ltd, Mauritius, step down
subsidiary to SUIL. The Company has received the notice from Honble
High Court of Andhra Pradesh u/s 433 of the Companies Act, 1956 and the
Company has filed the counter against the said notice.
Corporate Guarantee provided by the Company to Afrasia Bank Limited,
Mauritius, on behalf of Selene Holdings Ltd, Mauritius, step down
subsidiary to SUIL
Corporate Guarantee provided by the Company to Intra Asia Trading Pte.
Ltd, Singapore, on behalf of Nuance Holdings Ltd, Hong Kong, wholly
owned subsidiary to SUIL
Corporate Guarantee provided by the Company to Intra Asia Trading Pte.
Ltd, Singapore, on behalf of Pac Ventures Pte. Ltd, Singapore, wholly
owned subsidiary to SUIL
Corporate Guarantee provided by the Company to Rhodium Resources
Pte. Ltd, Singapore, on behalf of Pac Ventures Pte. Ltd, Singapore, wholly
owned subsidiary to SUIL
Corporate Guarantee provided by the Company to Rhodium Resources
Pte. Ltd, Singapore, on behalf of Pac Ventures Pte. Ltd, Singapore, wholly
owned subsidiary to SUIL
Standby Letter of Credit (SBLC)
Indian Overseas Bank: SBLC issued in favour of Apies Ventures Pte. Ltd
Indian Overseas Bank: SBLC issued in favour of United Industrial Group
(Asia) Ltd
Oriental Bank of Commerce: SBLC issued in favour of Pan Arabian
International FZE. However the said SBLC stands discharged in the month
of May 2014.
Exim Bank of India: SBLC issued in favour of Exim Bank of India, London
Branch, on behalf of Pac ventures Pte. Ltd, Singapore, wholly owned
subsidiary to SUIL

: : 67 : :

2013-14

Rs. 8.00 lakhs

2012-13

Rs. 8.00 lakhs

US $ 20.00 Millions US $ 20.00 Millions

US $ 23.00 Millions US $ 23.00 Millions

US $ 2.50 Millions

US $ 5.00 Millions

US $ 10.00 Millions

US $ 3.00 Millions

US $ 5.72 Millions

US $ 2.45 Millions

US $ 12.20 Millions US $ 13.50 Millions


US $ 10.03 Millions US $ 8.73 Millions
US $ 9.00 Millions

US $ 9.00 Millions

US $ 13.00 Millions

3.
a)
b)
c)
d)
e)

Claims against the Company not acknowledged as debt


Sales Tax
Customs & Central Excise
Income Tax
Workmen Compensation
Bill Discounting Facility availed from SICOM to a tune of Rs. 20 crores has
been settled and discharged fully and the case filed by SICOM is yet to be
withdrawn

Rs. 70064.41 lakhs Rs. 59240.51 lakhs


Rs. 721.75 lakhs
Rs. 769.50 lakhs
Rs. 3585.56 lakhs Rs. 2075.75 lakhs
Rs.4.65 lakhs
Rs.4.65 lakhs
Nil
Nil

2.37 Disclosure of Raw Materials consumed, Goods Purchased & Sold, and Work-in-progress
a)
A)

Details of Raw Material Consumed


Particulars
MS Scrap
Opening Stock
Add: Purchases



B)

Less: Closing Stock


Material Consumed
Pig Iron
Opening Stock
Add: Purchases



C)

Less: Closing Stock


Material Consumed
Sponge Iron
Opening Stock
Add: Purchases



D)

Less: Closing Stock


Material Consumed
Appliances & Others
Opening Stock
Add: Purchases

Less: Closing Stock


Material Consumed

b)

Details of Goods Purchased & Sold


Particulars

A) Steel Products
B) Crude Palm Oil
C) Computer Peripherals
D) Steam Coil
E) Fans
Total

Purchases
2013-14
2012-13
3,08,370.72
2,86,161.24
13,230.26
22,841.25
4,431.81
358.51
739.59
73.70
3,22,340.57
3,13,866.51

: : 68 : :

2013 14

Rs. in Lakhs
2012 - 13

372.80
1,041.41
1,414.21
279.90
1,134.31

286.65
1,613.04
1,899.69
372.80
1,526.89

592.00
592.00
592.00

624.19
627.19
624.19

1,935.23
1,935.23
1,935.23

2,359.92
2,359.92
2,359.92

10.59
17.21
27.80
8.69
19.11

9.73
157.15
166.88
10.59
156.29

Rs. in Lakhs
Sales
2013 - 14
2012 - 13
3,23,442.45 3,00,945.70
13,287.76
23,604.94
4,520.48
363.28
757.83
74.65
3,37,488.04 3,29,509.05

ANNUAL REPORT 2013-2014

c)

Details of Work-in-Progress
Particulars
Billets
Fan & Fan Components
Total

2013 - 14
21.44
21.44

2.38 Earnings in Foreign Currency

Rs. in Lakhs

Particulars

2013 - 14
19,357.96

FOB Value of Exports


2.39 Expenditure in Foreign Currency

2012 - 13
45,651.79
Rs. in Lakhs

Particulars
(i)
(ii)

Rs. in Lakhs
2012 - 13
25.88
28.65
54.53

2013 - 14
21,129.91
Nil

CIF Value of Imports


Others

2012 - 13
23,781.45
Nil

2.40 Previous years figures have been regrouped and reclassified wherever necessary for comparability
and to conform to current periods classification and comparison.
2.41 Figures have been rounded off to nearest rupee.
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN: 003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014

For and on behalf of the Board


G Srinivasa Raju
Managing Director

S Hanumantha Rao
Director

B Manoharan
Chief Financial Officer

M Naresh Kumar
Company Secretary

Place: Hyderabad
Date: 30th May 2014

: : 69 : :

: : 70 : :

ANNUAL REPORT 2013-2014

Consolidated Accounts
for the Year Ended
31st March 2014
Consisting of (a) annual audited accounts of your Company for the
year ended 31st March 2014 (b) un-audited financial statements of Pac
Ventures Pte Ltd, for the year ended 31st March 2014 (c) un-audited
consolidated financial statements of Nuance Holdings Limited for the
year ended 31st March 2014 (d) un-audited consolidated financial
statements of Sujana Holdings Limited for the year ended 31st March
2014 (e) audited financial statements Hestia Holdings Limited for the
year ended 31st December 2013 and (f) audited financial statements
of
Sun Trading Limited for the year ended 31st March 2014.

: : 71 : :

: : 72 : :

ANNUAL REPORT 2013-2014

INDEPENDENT AUDITORS REPORT


To
THE BOARD OF DIRECTORS
SUJANA UNIVERSAL INDUSTRIES LIMITED
We have audited the accompanying consolidated financial statements of Sujana Universal Industries Limited
(the Company) and its subsidiaries, which comprise the consolidated Balance Sheet as at March 31, 2014,
and the consolidated Statement of Profit and Loss, and the consolidated Cash Flow Statement for the year
then ended, and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation of these consolidated financial statements that give a true
and fair view of the consolidated financial position, consolidated financial performance and consolidated
cash flows of the Company in accordance with the accounting principles generally accepted in India. This
responsibility includes the design, implementation and maintenance of internal control relevant to the
preparation and presentation of the consolidated financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are
free from material misstatement.
The audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the consolidated financial statements. The procedures selected depend on the auditors judgment,
including the assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the Companys preparation and presentation of the consolidated financial statements that give
a true and fair view in order to design audit procedures that are appropriate in the circumstances. The
audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of the accounting estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements.
In respect of the financial statements of a subsidiary Hestia Holding Ltd., Mauritius, which ends on 31st
December 2013, we carried out the audit. The details of total assets and total revenue of the subsidiary to
the extent to which they are reflected in the consolidated financial statmement are Rs. 12,945.46 lakhs and
Rs. Nil respectively.
In respect of the financial statements of a subsidiary Pac Ventures Pte Limited, Singapore, we did not
carry out the audit. The financial statements of the subsidiary has been certified by the management and
has been furnished to us, in our opinion, insofar as it relates to the amounts included in respect of the
subsidiary is based on solely on the certified finicial statements. The details of total assets and total revenue
of the subsidiary to the extent to which they are refiected in the consolidated financial statements are
Rs. 38,272.80 lakhs and Rs. 39,913.22 lakhs respectively.

: : 73 : :

We further report that in respect of certiain subsidiaries, we did not carry out the audit of consolidated
financial statements. These un-audited consolidated financial statements have been certified by the
Management and have been furnished to us and, in our opinion, insofar as it relates to the amounts included
in respect of the subsidiaries are based on solely on these certified consolidated financial statemsnts. The
detaisl of assets, revenues in respect of these subsidiaries to the extent to which they are reflected in the
consolidated financial statements are given below.
Certified by Management :


Foreigns Subsidiaries:

Total Assets
Rs. in Lakhs

Total Revenue
Rs. in Lakhs

a)
b)
c)

58,768.25
48,688.46
1,180,59.97

16,151.50
39,263.81
50.28

Nuance Holdings Ltd., Singapore


Sun Trading Ltd, Cayman Islands
Sujana Holdings Ltd, Dubai

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
consolidated financial statements give a true and fair view in conformity with the accounting principles
generally accepted in India:
i)

In the case of the consolidated Balance Sheet, of the state of affairs of the Company as at March 31,
2014;

ii) In the case of the consolidated Statement of Profit and Loss, of the loss for the year ended on that
date; and
iii)

In the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that
date.

For T Raghavendra & Associates

Chartered Accountants

FRN: 003329S

T Raghavendra

Mem. No.023806

Place: Hyderabad
Date: 30th May 2014

: : 74 : :

ANNUAL REPORT 2013-2014

Consolidated Balance Sheet as at 31st March, 2014


Note
No

Particulars
I.

Rs. in Lakhs

As at
31.03.2014

As at
31.03.2013

EQUITY AND LIABILITIES


Shareholders Funds
2.01

19,320.31

19,320.31

2.02

60,312.61

60,690.73

Long-Term Borrowings

2.03

25,460.10

19,111.02

(b) Deferred Tax Liabilities (Net)

2.04

3,118.84

3,429.75

2.05

2,634.99

2,634.99

2.06

133.41

128.49

(a)

Share Capital

(b) Reserves and Surplus


Non-Current Liabilities
(a)
(c)

Other Long-Term Liabilites

(d) Long-Term Provisions


Current Liabilities

2.07

60,133.22

56,081.76

(b) Trade Payables

2.08

237,758.09

219,701.07

(c)

2.09

45,504.09

23,920.35

(a)

Short-Term Borrowings
Other Current Liabilities

(d) Short-Term Provisions

2.10

Total
II

36.04

208.10

454,411.70

405,226.57

19,544.85

20,993.96

ASSETS
Non-Current Assets
(a)

Fixed Assets

(i)

Tangible Assets

2.24

(ii)

Intangible Assets

2.24

24.62

2.11

606.95

763.39

(a) Inventories

2.12

4,210.85

4,324.75

(b) Trade Receivables

2.13

375,315.39

325,807.97

(b) Long Term Loans and Advances


Current Assets

Cash and Cash Equivalents

2.14

2,871.00

1,473.34

(d) Short-Term Loans and Advances

2.15

51,862.66

51,838.54

454,411.70

405,226.57

(c)

Total
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014

For and on behalf of the Board


G Srinivasa Raju
Managing Director

S Hanumantha Rao
Director

B Manoharan
Chief Financial Officer

M Naresh Kumar
Company Secretary

Place: Hyderabad
Date: 30th May 2014

: : 75 : :

Consolidated Statement of Profit and Loss for the year ended 31st March, 2014
Note
No

Particulars
I.

For the year


ended
31.03.2013

Revenue
Revenue from Operations

2.16

437,498.16

402,016.22

Other Income

2.17

4,455.54

922.08

441,953.70

402,938.30

4,210.24

4,774.08

416,375.78

377,369.00

Total Revenue
II

For the year


ended
31.03.2014

Rs. in Lakhs

Expenses
Cost of Materials Consumed

2.18

Purchase of Stock-in-Trade
Changes in inventories of Finished Goods, Work-inProgress and Stock-in-Trade

2.19

(30.71)

400.12

Employee Benefit Expense

2.20

766.27

731.47

Finance Costs

2.21

16,156.23

9,490.79

Depreciation and Amortization Expense

2.24

1,750.20

3,016.33

Other Expenses

2.22

4,302.79

5,154.70

443,530.80

400,936.49

(1,577.10)

2,001.81

43.31

152.96

(1,620.41)

1,848.85

Total Expenses
III Profit Before Exceptional Items and Tax
(I - II)
IV

Exceptional Items

Profit Before Tax (III - IV)

VI

Tax Expense

2.23

18.21

191.41

(310.91)

136.20

(1,327.71)

1,521.24

Basic

(0.80)

0.88

Diluted

(0.80)

0.88

Current Tax

Deferred Tax

VII Profit for the Year (VI - VII)


Earnings per Equity Share of Rs .10 each
(Refer Note 2.28)

As per our report of even date


T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014

For and on behalf of the Board


G Srinivasa Raju
Managing Director

S Hanumantha Rao
Director

B Manoharan
Chief Financial Officer

M Naresh Kumar
Company Secretary

Place: Hyderabad
Date: 30th May 2014

: : 76 : :

ANNUAL REPORT 2013-2014

Consolidated Cash Flow Statement for the year ended 31st March, 2014

Rs. in lakhs
31.03.2013

Particulars
31.03.2014
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / (Loss) Before Tax
(1,620.41)
1,848.85
Adjustments for
Depreciation
1,750.20
3,016.33

Financial Expenses
16,156.23
9,490.79

Interest & Other Income
(272.32)
(733.87)

Un-earned Foreign Income
(2,881.34)

Provision for Gratuity
14.29
7.00

Provision for Leave Encashment
10.67
3.43

Provision for Doubtful Debts
40.76

Profit on Sale of Fixed Assets
(4.94)
(8.46)

Exceptional Items
43.31
152.96
Operating Profit Before Working Capital Changes
13,236.45
13,777.03
Changes in Working Capital

Decrease in Inventories
113.90
295.49

(Increase) in Trade Receivables
(49,507.42)
(58,738.92)

Decrease / (Increase) in Loans & Advances
132.34
(16,268.13)

Increase in Trade Payables
23,831.54
59,262.04

Increase in Other Liabilities
18,476.55
113.11

Cash Generated from Operations
6,283.36
(1,559.38)

Direct Taxes Paid
(117.45)
(195.76)
Cash from Operating Activities (A)
6,165.91
(1,755.14)
CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets
(354.15)
(5,954.96)

Sale Proceeds of Fixed Assets
74.19
2,974.02

Foreign Exchange Translation Adjustment (on consolidation)
981.38
594.39

Interest Received
75.92
489.94
Cash from Investment Activities(B)
777.34
(1,896.61)
CASH FLOW FROM FINANCIAL ACTIVITIES

Proceeds from Borrowings
6,286.99
2,105.24

Interest & Financial Charges paid
(11,832.58)
(9,490.79)
Net Cash from Financing Activities (C)
(5,545.59)
(7,385.55)
Net Increase in Cash and Cash Equivalent (A+B+C)
1,397.66
(11,037.30)
Cash and Cash Equivalent at the beginning of the year
1,473.34
12,510.64
Cash and Cash Equivalent as on 31.03.2014
2,871.00
1,473.34
Notes:
1.
Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard (AS) 3 on Cash Flow Statements.
2.
Cash and cash equivalents comprise cash at bank and in hand and margin money deposits with banks.
3.
Previous years figures have been regrouped and reclassified to confirm to those of the current year.
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014

For and on behalf of the Board


G Srinivasa Raju
Managing Director

S Hanumantha Rao
Director

B Manoharan
Chief Financial Officer

M Naresh Kumar
Company Secretary

Place: Hyderabad
Date: 30th May 2014

: : 77 : :

Notes forming part of Consolidated Financial Statements


1. Significant Accounting Policies
1.1 Basis of Preparation of Financial Statements

The financial statements have been prepared and presented in accordance with Indian Generally
Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis
except interest on margin money deposits. The GAPP comprises mandatory accounting standards as
prescribed by the Companies (Accounting Standards) Rules 2006, the provisions of the Companies
Act, 2013 (to the extent notified) and the Companies Act, 1956 (to the extent applicable) and the
guidelines issued by the Securities and Exchange Board of India (SEBI). The financial statements are
presented in Indian rupees (Rs. in Lakhs).

1.2 Principles of Consolidation


a.

The Consolidated Financial Statements of the Company have been prepared in accordance with
Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard
23 on Accounting for Investments in Associate in Consolidated Financial Statements.

b.

The Consolidated Financial Statements have been prepared based on line by line consolidation
by adding together the book values of like items of assets, liabilities, income and expenses as per
the accounts of the parent company and its subsidiary companies and intra group transactions
have been eliminated.

c.

The Consolidated Financial Statements have been prepared using uniform accounting policies
for like transactions and other events in similar circumstances and are presented to the extent
possible, in the same manner as the parent possible, in the same manner as the parent
companies individual accounts. In case of foreign subsidiaries the revenue items, assets and
liabilities are converted at the rate prevailing as on the date of the balance sheet.

d.

In case of foreign subsidiaries, revenue items are consolidated at the average rate prevailing
during the year. All assets and liabilities are converted at the rates prevailing at the end of
the year. Any exchange differences arising on consolidation is recognised in foreign exchange
translation reserve.

e.

The difference between the cost of investments in subsidiaries, and the Companys share of
net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial
statements as goodwill or capital reserve as the case may be.

1.3 Use of Estimates


The preparation of financial statements in conformity with Indian GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent liabilities on the date of the financial statements. Actual results could differ from those
estimates. Any revision to accounting estimates is recognised prospectively in current and future
periods.

1.4 Fixed Assets


a.

Fixed assets are carried at cost of acquisition less accumulated depreciation. The cost of fixed
assets comprises the purchase price (net of rebates and discounts) and any other directly
attributable costs of bringing the assets to working condition for their intended use. Borrowing
costs directly attributable to acquisition of those fixed assets which necessarily take a substantial
period of time to get ready for their intended use are capitalized.

: : 78 : :

ANNUAL REPORT 2013-2014


b.

Advances paid towards acquisition of fixed assets outstanding at each balance sheet date and
the cost of fixed assets not ready for their intended use before such date are disclosed as capital
work-in-progress.

1.5 Intangible Assets


Intangible Assets are stated at cost of acquisition less accumulated depreciation.

1.6 Depreciation
a.

Depreciation on fixed assets is provided using the Straight Line Method as per the rates
prescribed in Schedule XIV to the Companies Act, 1956.

b.

The rates of depreciation prescribed in Schedule XIV to the Companies Act, 1956 are considered
as minimum rates. If the managements estimate of the useful life of a fixed asset at the time
of acquisition of the asset or of the remaining useful life on a subsequent review is shorter than
envisaged in the aforesaid schedule, depreciation is provided at a higher rate based on the
managements estimate of the useful life / remaining useful life.

c.

Depreciation is calculated on a pro-rata basis from/ up to the date the assets are purchased /
sold.

1.7 Investments
a.

Investments are classified as current or long-term in accordance with Accounting Standard 13


on Accounting for Investments.

b.

Current Investments are stated at lower of cost or fair value. Long Term Investments are stated
at cost. Provision for diminution in the value of long-term investments is made only if such a
decline is other than temporary.

c.

The investments in fully owned subsidiaries are carried out at the cost of acquisition as the same
are long term investments.

1.8 Revenue Recognition


a.

Revenue is recognized when it is earned and to the extent that it is probable that the economic
benefits will flow to the company and the revenue can be reliably measured.

b.

Revenue from sale of goods is recognized on delivery of the products, when all significant
contractual obligations have been satisfied, the property in the goods is transferred for a price,
significant risks and rewards of ownership are transferred to the customers and no effective
ownership is retained.

c.

Sales are net of sales returns and trade discounts. Export turnover includes related export
benefits. Excise duty and VAT are recovered is presented as a reduction from gross turnover.

d.

Interest revenue on fixed deposits is recognized on accrual basis.

1.9 Inventories
a.

Inventories are valued at the lower of Cost or Net Realizable Value. Cost of inventories comprise
all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to
their present location and condition. Cost is arrived at,

b.

In case of raw materials and other trading products on weighted average cost method.

c.

In case of stores and spares on weighted average cost method.

: : 79 : :

d.

In case of work in process and finished goods, includes material cost, labour, manufacturing
overheads.

e.

Net realizable value is the estimated selling price in the ordinary course of business, less
estimated costs of completion to make the sell.

1.10 Employee Benefits


a.

Short-term employee benefits :

All employee benefits falling due wholly within twelve months of rendering the services are
classified as short term employee benefits. The benefits like salaries, wages, short term
compensated absences etc. and the expected cost of bonus, ex-gratia are recognised in the
period in which the employee renders the related service.

b.

Post-employed benefits :
i.

Long-term employee benefits (benefits which are payable after the end of twelve months
from the end of the period in which the employees render service) and post-employment
benefits (benefits which are payable after completion of employment) are measured on
a discounted basis by the Projected Unit Credit Method on the basis of annual third party
actuarial valuations.

ii.

Contributions to provident fund, a defined contribution plan are made in accordance with
the statute, and are recognized as an expense when employees have rendered service
entitling them to the contributions.

iii.

The gratuity benefit obligations recognized in the Balance Sheet represents the present
value of the obligations as reduced by the fair value of plan assets. Any asset resulting
from this calculation is limited to the discounted value of any economic benefits available
in the form of refunds from the plan or reductions in future contributions to the plan.

1.11 Foreign Currency Transactions


a.

Foreign currency transactions are recorded in the reporting currency at the exchange rates
prevailing on the date of the transaction.

b.

Exchange differences arising on the settlement of monetary items on reporting companys


monetary items at rates different from those at which they were initially recorded during the
year, or reported in previous financial statements, are recognized as income or as expenses in
the year in which they arise.

c.

Non-monetary items such as investments are carried at historical cost using the exchange rates
on the date of the transaction.

d.

Closing monetary foreign current assets and current liabilities have been re-instated in the
reporting currency at the exchange rate prevailing on balance sheet date, in accordance with
Accounting Standard 11 on The Effects of Changes in Foreign Exchange Rates The difference
arising on these transactions being charged/revenue to the Statement of Profit and Loss

1.12 Taxes on Income


I.

Indian Entities
a.

Income taxes are accounted for in accordance with Accounting Standard 22 on Accounting
for Taxes on Income.

b.

Taxes comprise both current and deferred tax. Current tax is measured at the amount
expected to be paid/recovered from the revenue authorities, using the applicable tax rates
and laws.

: : 80 : :

ANNUAL REPORT 2013-2014

c.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives rise
to future economic benefits in the form of adjustment of future income tax liability, is
considered as an asset if there is convincing evidence that the Company will pay normal
tax after the tax holiday period. Accordingly, it is recognized as an asset in the balance
sheet when it is probable that the future economic benefit associated with it will flow to
the Company and the asset can be measured reliably.

d.

The tax effect of the timing differences that result between taxable income and accounting
income and are capable of reversal in one or more subsequent periods are recorded as a
deferred tax asset or deferred tax liability.

e.

Deferred tax assets and liabilities are recognized for future tax consequences attributable
to timing differences. They are measured using the substantively enacted tax rates and
tax regulations.

f.

The carrying amount of deferred tax assets at each balance sheet date is reduced to the
extent that it is no longer reasonably certain that sufficient future taxable income will be
available against which the deferred tax asset can be realized.

g.

Tax on distributed profits payable in accordance with the provisions of Section 115O of
the Income Tax Act, 1961 is in accordance with the Guidance Note on Accounting for
Corporate Dividend Tax regarded as a tax on distribution of profits and is not considered
in determination of profits for the year.

II. Foreign Entities


Foreign Companies recognised tax liabilities and assets in accordance with its applicable local
laws.

1.13 Earnings per Share


a.

The Company reports basic and diluted Earnings Per Share (EPS/DEPS) in accordance with
Accounting Standard 20 on Earnings Per Share. Basic EPS is computed by dividing the net
profit or loss for the year by the weighted average number of equity shares outstanding during
the year.

b.

Diluted EPS is computed by dividing the net profit or loss for the year by the weighted average
number of equity shares outstanding during the year as adjusted for the effects of all dilutive
potential equity shares from the exercise of convertible share warrants of un-issued share
capital, except where the results are anti-dilutive.

1.14 Leases
a.

Leases under which the Company assumes substantially all the risks and rewards of ownership
are classified as finance leases. Such assets acquired on or after 1st April 2001 are capitalized
at the fair value or the present value of minimum lease payments at the inception of the lease,
whichever is lower.

b.

Lease income from assets given on operating lease is recognized as income in the Statement of
Profit and Loss. Lease payments for assets taken on operating lease are recognized as expense
in the Statement of Profit and Loss.

1.15 Segment Reporting


Disclosure is made as per the requirements of the Standard. Details have furnished under Note
No.2.27 of Notes to Accounts.

: : 81 : :

1.16 Impairment of Assets


a.

The Company assesses at each balance sheet date whether there is any indication that any
assets forming part of its cash generating units may be impaired. If any such indication exists,
the Company estimates the recoverable amount of the asset. If such recoverable amount of the
asset or the recoverable amount of the cash generating unit to which the asset belongs to is
less than its carrying amount, the carrying amount is reduced to its recoverable amount. The
reduction is treated as an impairment loss and is recognized in the Statement of Profit and Loss.

b.

If at the balance sheet date, there is an indication that a previously assessed impairment loss
no longer exists, the recoverable amount is re-assessed and the asset is reflected at the reassessed recoverable amount subject to a maximum of depreciated historical cost.

1.17 Provision for Doubtful Debts /Advances


a.

Provision for doubtful debts/ advances is made when there is uncertainty of realization of debts
which are long outstanding. All debts which are over and above one year are provided in full
unless there is certainty of its recovery.

b.

In addition to the above, provision is also made in respect of dues in respect of which suits are
filed. Writing off doubtful debts/advances are made when the un-realisability is established.

1.18 Provisions, Contingent Liabilities and Contingent Assets


a.

Provisions involving substantial degree of estimation in measurement are recognised when there
is a present obligation as a result of past events and it is probable that there will be an outflow
of resources.

b.

Contingent Liabilities are not recognised but are disclosed in the notes.

c.

Contingent Assets are neither recognised nor disclosed in the financial statements.

1.19 Cash Flow statement


Cash Flow Statement has been prepared using the Indirect Method as per the Accounting Standard
3 on Cash Flow Statements

1.20 Borrowing cost


a.

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are
capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes
substantial period of time to get ready for intended use.

b.

All other borrowing costs are charged to the Statement of Profit and Loss

1.21 Related party disclosure


Disclosure is made as per the requirements of the standard and as per the clarifications issued by the
Institute of Chartered Accountants of India under Note No.2.24 of Notes to Accounts.

1.22 Interim Financial Reporting


Quarterly financial results are published in accordance with the requirement of listing agreement with
stock exchanges. The recognition and measurement principle as laid down in the standard have been
followed in the preparation of these results.

1.23 Consolidation of Financial Statements


The Consolidated Financial Statements of the Company have been prepared in accordance with
Accounting Standard 21 on Consolidated Financial Statements read with Accounting Standard 23 on
Accounting for Investments in Associate in Consolidated Financial Statements notified under Section
211(3C) of the Companies Act, 1956 and relevant provisions thereof.

: : 82 : :

ANNUAL REPORT 2013-2014


Rs. in Lakhs
As at
31.03.2014
2.01 Share Capital
a) Authorised Share Capital

17,50,00,000 Equity Shares of Rs. 10/- each

25,00,000 1% Cumulative Redeemable Preference
Shares of Rs.100/- each
Total
b) Issued, Subscribed & Fully Paid Up Share Capital

16,88,41,072 Equity Shares of Rs. 10/- each

24,36,200 1% Cumulative Redeemable Preference
Shares of Rs.100/- each
Total

As at
31.03.2013

17,500.00

17,500.00

2,500.00

2,500.00

20,000.00

20,000.00

16,884.11

16,884.11

2,436.20

2,436.20

19,320.31

19,320.31

Notes :
i)

The Company has allotted 24,36,200 of 1% Cumulative Redeemable Preference Shares (CRPS) of
Rs.100/ each on 1st March 2006 aggregating to Rs.2436.20 lakhs, and redeemable in 12 quarterly
installments commencing from October 2014.

ii)

Reconciliation of the number of shares outstanding at the beginning and end of the reporting period.
Rs. in Lakhs
2013-14

Particulars

iii)

No. of Shares

a)

Equity Shares

Shares Outstanding at the Beginning of the Year

2012-2013
Amount

No. of Shares

Amount

168,841,072

16,884.11

168,841,072

16,884.11
-

Add: Shares Issued During the Year

Less: Shares Redeemed/ Bought Back During


the Year

Shares Outstanding at the end of the Year

168,841,072

16,884.11

168,841,072

16,884.11

b)

Preference Shares

Shares Outstanding at the Beginning of the Year

2,436,200

2,436.20

2,436,200

2,436.20

Add: Shares Issued During the Year

Less: Shares Redeemed/ Bought Back During


the Year

Shares Outstanding at the end of the Year

2,436,200

2,436.20

2,436,200

2,436.20

Details of shareholders holding more than 5% in the company:


2013-14
Name of the Shareholder

No. of Shares
held

2012-13

% of Holding

No. of Shares
held

% of
Holding

i)

Yalamanchili Finance & Trading Pvt Ltd

30,000,000

18

30,000,000

18

ii)

Sujana Finance & Trading Pvt. Ltd

13,739,235

13,739,235

: : 83 : :

2.02 Reserves and Surplus

Rs. in Lakhs
As at
31.03.2014

a)


b)

Capital Reserves
Opening Balance

c)

Revaluation Reserves
Opening Balance
Less: Depreciation on Revalued Assets

d)

General Reserves
Opening Balance

Securities Premium Reserves


Opening Balance
Add: Additions During the Year

e) Surplus

Opening Balance

Add: Profit for the Year

Add: Written off of Excess IT Provision made in earlier years


Less: Provision for


-
Proposed Dividends on CRPS
-
Dividend Distribution Tax

f)

Foreign Currency Translation Reserve


Total (a+b+c+d+e+f)

As at
31.03.2013

20.00
20.00

20.00
20.00

18,658.23
18,658.23

18,658.23
18,658.23

5.98
3.48
2.50

9.46
3.48
5.98

1,667.83
1,667.83

1,667.83
1,667.83

36,240.53
(1,327.71)
34,912.82

34,010.47
1,521.24
737.13
36,268.84

24.36
3.95
34,884.51
5,079.54
60,312.61

24.36
3.95
36,240.53
4,098.16
60,690.73

Notes :
Details of Movements in FCT Reserve
Particulars
Sales Revenue
Other Income
Purchases
Expenses (incl. Tax)
Opening Reserves
Others
Loans & Advances - Net
Investments
Movements in FCT Reserve

US $
166,732,734
38,658
(164,476,544)
(3,426,822)
24,233,124

Exchange Rates INR / USD


Opening
Average
Closing
57.432
60.059
INR
INR
INR
95,325.14 100,138.59
22.10
23.22
(94,035.22) (98,783.54)
(1,972.34) (2,058.13)
12,549.41
14,554.14

: : 84 : :

Diff
INR
4,813.46
1.12
(4,748.32)
(85.79)
2,004.73
(27.01)
(948.73)
4,070.09
5,079.54

ANNUAL REPORT 2013-2014


2.03 Long-Term Borrowings

Rs. in Lakhs
As at
31.03.2014

Secured
a) Term Loans from Banks (Refer Note 1)

i)
Term Loan (TL)

ii) Working Capital Term Loan (WCTL)

iii) Funded Interest Term Loan (FITL)
b) Working Capital Loans from Banks (Refer Note 2)
c) Vehicle Loans
Un-Secured

Loans from Others (Refer Note 3)
Total

As at
31.03.2013

2,307.21
1,303.93
817.49
7,807.72
131.50
12,367.85

3,605.02
1,763.30
650.45
6,018.77

13,092.25
13,092.25
25,460.10

13,092.25
13,092.25
19,111.02

Notes :
1)

(a)

The term loans were availed from IDBI Bank Ltd.

(b)

The term loan outstanding of Rs.3605.02 lakhs was rescheduled and made payable in 25 monthly
installments commencing from July 1, 2014 and ending on July 1, 2016 and carrying interest rate
BBR + 650 basic points.

(c) Working Capital Term Loan, over due LCs outstanding/devolved were converted in the year
2012-13 into WCTL, and repayable in 36 monthly installments commencing from July 1, 2014 and
carrying interest rate BBR + 650 basic points.
(d) During the the year 2012-13, the following interests were converted into Funded Interest Term
Loan (FITL), which is repayable in 36 monthly installments commencing from July 1, 2014 and
carrying interest rate BBR + 650 basic points:

(e)

i)

Interest on term loan fallen due from July 2012 upto June 2013 was converted into FITL
IV.

ii)

Overdue interest / penal interest on CC fallen due from October 2012 upto June 2013 was
converted into FITL I.

iii)

Interest on devolved LCs fallen due to December 2012 was converted into FITL II and
interest on WCTL fallen due from January 2013 to June 2013 was converted into FITL III.

The term loans are secured by way of first charge on the entire fixed assets of the Company,
both present and future, ranking pari passu with the charges already created in favour of
existing term lender and second charge on all the current assets of the Company, both present
and future, and further secured by the guarantees of the Promoter Directors, in their personal
capacities and corporate guarantee of M/s Sujana Metal Products Ltd.

2)

During the financial year 2013-14, the subsidiary company Pac Ventures Pte. Ltd has availed a working
capita term loan from Exim Bank of India, London branch, to the tune of USD 13 Million. The loan is
secured by SBLC from Sujana Universal Industries Ltd and charge created for ALL Monies. The loan
carries an interst @ 3.2459% and repayble in 13 quarterly equal installments after 2 years moratorium
period.

3)

Un-secured loans represents loans availed in the previous year 2011-12 from the Tejdeep Engineering
Enterprises Pvt. Ltd and Tejeswini Engineering Pvt. Ltd to meet the working capital requirements.

: : 85 : :

Rs. in Lakhs
As at
31.03.2014
2.04 Deferred Tax Liability (Net)
Opening Balance
Add: Deferred Tax Assets
(i) On account of difference between book and tax depreciation
(ii) Provision for Gratuity
(iii) Provision for Leave Encashment
Closing Balance
2.05 Other Long-Term Liabilities
-
Payable to Others
Total
2.06 Other Long-Term Provisions
Provision for Employee Benefits
Total
2.07 Short-Terms Borrowings
Secured

From Banks

Working Capital Loans
Total

As at
31.03.2013

3,429.75

3,293.55

(302.60)
(4.86)
(3.45)
3,118.84

139.74
(2.38)
(1.16)
3,429.75

2,634.99
2,634.99

2,634.99
2,634.99

133.41
133.41

128.49
128.49

60,133.22
60,133.22

56,081.76
56,081.76

Notes :
Working Capital Loans include :
a)

Working Capital Loans availed from banks are inter alia secured by way of pari passu first charge on the current assets
and pari passu second charge on fixed assets both present and future and secured by the personal guarantees of
Promoter Directors. Further secured by the corporate guarantee of M/s Sujana Metal Products Ltd.

b)

Working Capital Loans from banks include Revolving Trade Finance facility by WOS, Hestia Holdings Ltd, from Mauritius
Commercial Bank Ltd, Mauritius for an amount aggregating to USD 15.39 million. The first revolvement under the facility
effected from 3rd August 2011. This facility is fully utilized by the Company for its business. This facility is secured by
corporate guarantee given by Sujana Universal Industries Ltd to the extent of USD 20 million, and assignment of all
receivables of Hestia Holdings Ltd.

The subsidiary company has defaulted in payment under the working capital trade finance facility and hence the Mauritius
Commercial Bank filed a suit against the Company during the financial reporting period to repay the entire outstanding
amount. The Company disputed the liability on account of non-adherence with the process of trigger of loan/recall of the
facility. As on the Balance Sheet the principle amount payable to the Mauritius Commercial Bank was USD 15,390,106.

c)

Working Capital Trade Finance facility availed by Step Down Subsidiary, Selene Holdings Ltd (WOS to Nuance Holdings
Ltd), from Standard Bank, Mauritius and Afrasia Bank Ltd, during the year 2011-12. This facility is secured by corporate
guarantee given by Sujana Universal Industries Ltd to the extent of USD 23 million and USD 2.5 million to Standard Bank
and Afrasia Bank respectively, and by floating charge on the assets to the extent of facility amount and assignment
of receivables, arises from assignment of all receivables of Selene Holdings Ltd and credit insurance from New India
Assurance, Mauritius.

The Step Down Subsidiary Company, Selene Holdings Ltd has defaulted in repayment of trade finance facility. The
Standard Bank, Mauritius had recalled the above said Facility on 30th November 2012 and asked the Company to repay
the outstanding amount under the facility after appropriation of the margin money with the Bank. As on the date of
Balance Sheet the principal amount payable to Standard Bank is USD 18,257,868 and interest accrued thereon up to 31st
December 2013 is USD 916,389, which was added to the above said loan.

: : 86 : :

ANNUAL REPORT 2013-2014


Rs. in Lakhs

2.08 Trade Payables


Acceptance
i)
ii) Others
Total
Notes:
1)

As at
31.03.2014

As at
31.03.2013

23,915.92
213,842.17
237,758.09

29,690.44
190,010.63
219,701.07

Acceptance refers to LC acceptances from banks are secured by way of pari passu first charge
on the current assets and pari pasu second charge on fixed assets both present and future and
secured by the personal guarantees of the Promoter Directors, as mentioned above and further
secured by the corporate guarantee of M/s Sujana Metal Products Ltd.

2)

Letter of Credits (acceptances) outstanding with various banks


Rs. in lakhs
Outstanding as on
Name of the Bank
31.03.2014
31.03.2013
Total
Devolved
Total
Devolved
1) Bank of India
11,967.31
944.99
11,901.07
2) Central Bank of India
9,788.23
4,719.37
9,789.38
8,939.38
3) UCO Bank #
2,160.38
5,837.45
7,999.99
Total
23,915.92
11,501.81
29,690.44
8,939.38
# The UCO Bank has debited the devolved LC amount of Rs. 5837.45 lakhs to Cash Credit (CC) Account.
2.09 Other Current Liabilities
Current Maturities of Long Term Borrowings
-
Vehicle Loans (Refer Note. 1)
103.25
7.70
-
Term Loans (Refer Note. 2)
2,004.95
Loans and Advances from Related Parties
280.84
2,133.06
Other Payables
-
Auditors Fees Payable
37.95
35.27
-
Rent Payable
39.66
-
Dividend Distribution Tax Payable
7.90
3.95
-
FBT Payable
19.69
29.34
-
Income Tax Payable
1,056.79
974.77
-
Sundry Creditors for Services & Others
1,750.47
2,957.29
-
Advances from Customers
35,463.79
15,190.70
-
Capital Creditors
292.59
2,061.57
-
Interest Payable
4,047.37
228.01
-
Cost Audit Fees Payable
4.57
6.07
-
Statutory Liabilites
25.55
32.80
-
Amount Due to Directors
368.72
259.82
Total
45,504.09
23,920.35
Notes :
1) Vehicle loans availed from various banks and secured by way of charge of respective vehicles
financed.
2) Term Loans from IDBI Bank which are payable within one year.

: : 87 : :

As at
31.03.2014
2.10 Short-Term Provisions
Provision for Income Tax
Proposed Dividends on CRPS
Dividend Distribution Tax
Total
2.11 Long Term Loans and Advances
Unsecured & Considered Good
Deposits with Government Authorities & Others
Other Loans & Advances
Total
2.12 Inventories
(at lower of cost or net realizable value)
Raw Materials
Work in Progress
Finished Goods
Stock in Trade
Stores and Spares
Total
2.13 Trade Receivables
Unsecured & Considered Good
Outstanding Less than Six Months
Outstanding More than Six Months

Rs. in Lakhs
As at
31.03.2013

7.73
24.36
3.95
36.04

179.79
24.36
3.95
208.10

606.95
606.95

563.39
200.00
763.39

288.60
60.01
19.25
3,726.39
116.60
4,210.85

383.40
54.53
101.97
3,618.44
166.41
4,324.75

221,886.27
153,469.88
375,356.15
40.76
375,315.39

274,676.36
51,131.61
325,807.97
325,807.97

Less: Provision for Doubtful Debts


Total
2.14 Cash and Bank Balances
Cash and Cash Equivalents
Cash on Hand
123.60
12.51
Bank Balances in Current Accounts
661.94
140.82
Margin Money Deposits
2,085.46
1,320.01
Total
2,871.00
1,473.34
Notes :
Margin Money Deposits represents margin money kept with various banks for issue of Letter of Credits.
2.15 Short Term Loans and Advances
Advance to Staff
17.46
18.17
Advance for Expenses & Others
202.23
2,616.04
TDS Receivable
66.22
70.29
Pre-paid Expenses
3.97
7.95
VAT Receivable
308.65
227.67
Advances to Suppliers
50,639.33
47,396.43
Excise Duty Receivable
94.80
26.16
MAT Credit Receivable
478.92
478.92
Loans & Advance from related Parties
945.47
Interest Receivable
51.08
51.44
Total
51,862.66
51,838.54

: : 88 : :

ANNUAL REPORT 2013-2014


Rs. in Lakhs
For the year
ended
31st March
2014

For the year


ended
31st March
2013

2.16 Revenue from Operations


From Sale of Products (Gross)
- Domestic

323,696.75

291,044.36

- Exports

114,683.10

111,764.05

(881.69)

(792.19)

437,498.16

402,016.22

127.00

489.94

3,998.66

Prior Period Items (Net)

145.32

177.33

Miscellaneous Income

183.68

251.94

0.88

2.87

4,455.54

922.08

383.40

296.38

3,633.07

4,754.30

482.37

106.80

4,498.84

5,157.48

Less: Excise Duty


Total
2.17 Other Income
Interest Income
Other Non-operating Income
(net of expenses directly attributable to such income)
Forex Gain (Net)

Government Grants
Total
2.18 Cost of Material Consumed
Opening Stock of RM
Add: Purchases
Add: Carriage Inward
Less: Closing Stock
Total

288.60

383.40

4,210.24

4,774.08

3,618.44

3,912.21

101.97

189.91

54.53

72.94

3,774.94

4,175.06

3,726.39

3,618.44

19.25

101.97

2.19 Changes in Inventories


a)

Opening Stock

Stock-in-Trade

Finished Goods

Work-in-Progress
b)

Closing Stock

Stock-in-Trade

Finished Goods

Work-in-Progress
(Increase) / Decrease ( a - b )

: : 89 : :

60.01

54.53

3,805.65

3,774.94

(30.71)

400.12

Rs. in Lakhs
For the year
ended
31st March
2014

For the year


ended
31st March
2013

2.20 Employee Benefits Expense


Salaries and Wages
676.00
674.85
Contribution to Provident and Other Funds
36.55
29.68
Provident Fund Admin. Charges
3.18
3.30
Staff Welfare Expenses
50.54
23.64
Total
766.27
731.47
2.21 Finance Costs
Interest Expenses
10,616.68
7,910.70
Other Borrowing Costs
5,539.55
1,580.09
Total
16,156.23
9,490.79
2.22 Other Expenses
Consumption of Stores and Spare Parts
520.66
560.32
Power and Fuel
2,229.46
1,826.60
Rent
155.76
247.09
Repairs to Buildings
1.14
11.12
Repairs to Machinery
6.79
18.45
Insurance
36.70
181.22
Rates and Taxes, excluding taxes on income
65.51
15.65
Professional & Consultancy Charges
235.03
185.41
Travelling & Conveyance
115.71
159.29
Carriage Outwards
440.02
314.19
Business Development Expenses
22.76
41.92
Cost Audit Fees
3.37
3.37
Postage, Telegrams & Telephone Expenses
24.96
44.89
Printing & Stationery
13.95
8.23
Job Work Expenses
11.72
288.61
Audit Fee
-
Audit Fee
29.19
22.44
-
Tax Audit Fee
1.12
1.12
- Others
0.50
Office Maintenance
298.27
240.65
Factory Maintenance
44.17
8.69
Foreign Exchange Fluctuations
902.08
Miscellaneous expenses
46.00
73.36
Total
4,302.79
5,154.70
2.23 Exceptional Items
43.31
152.96
Notes : During the current year the Sales Tax Authorities completed the Assessments of VAT
for 2005-06, 2006-07 and Central Sales Tax (CST) for 2003-04, 2009-10. As a result of this the
Company recognised the liability as per the Assessment Orders.

: : 90 : :

Tangible Assets

: : 91 : :

Office Equipments

Testing Equipments

Furniture & Fixtures

Miscellaneous Equipments

Less: Revaluation Reserve

Total of Tangible Assets

Intangible Assets

ERP / Softwares

Total (A+B)

B)

Vehicles

Electrical Equipments
Installations

44,072.11

391.45
354.15

354.15

354.15

43,680.66

43,680.66

326.18

19.04

2.40

6.53

Additions

569.39

569.39

569.39

569.39

Deletions

GROSS BLOCK

3.52

476.47

111.82

0.10

392.32

648.04

40,784.24

Plant & Machinery

1,182.99

81.16

As on
01.04.2013

Buildings

Land

A)

PARTICULARS

2.24 Consolidated Fixed Assets

79.98
260.16
2.89
22,691.66

130.86
802.65
3.52
43,465.42

43,856.87

391.45

23,058.49

366.83

22,691.66

0.10

0.10

43,465.42

307.44

394.72

20,983.37

40,214.85
467.05

590.67

1,182.99

654.57

As on
01.04.2013

81.16

As on
31.03.2014

1,750.20

24.62

1,725.58

3.48

1,729.06

0.17

41.88

9.86

20.61

26.93

1,590.10

39.51

For the
Year

500.15

500.15

500.15

500.15

On Deletions

DEPRECIATION

24,312.02

391.45

23,920.57

23,920.57

3.06

302.04

89.84

0.10

328.05

493.98

22,073.32

630.18

As on
31.03.2014

19,544.85

19,544.85

19,544.85

0.46

500.61

41.02

66.67

160.59

18,141.53

552.81

81.16

As on
31.03.2014

21,018.58

24.62

20,993.96

20,993.96

0.63

216.31

31.84

89.83

181.00

19,800.87

592.31

81.16

As on
31.03.2013

NET BLOCK

Rs. in Lakhs

ANNUAL REPORT 2013-2014

i.

The Financial Statements of subsidiaries used in the consolidation are drawn up to the same
reporting date as that of the Holding Company i.e., March 31, 2014 except for Hestia Holdings
Ltd which ends on December 31, 2013.

ii.

The list of Subsidiary Companies which are included in the consolidation and the parent
companys holding therein are as under:
Name of the Subsidiary

Country of

% of

Incorporation

Holding

Subsidiary of

Hestia Holdings Ltd

Mauritius

100%

Sujana Universal Industries Ltd

Nuance Holdings Ltd

Hong Kong

100%

Sujana Universal Industries Ltd

Pac Ventures Pte. Ltd

Singapore

100%

Sujana Universal Industries Ltd

Sujana Holdings Ltd

UAE, Dubai

100%

Sujana Universal Industries Ltd

Sun Trading Ltd

Cayman Islands

100%

Sujana Universal Industries Ltd

Empire Gulf FZE

UAE, Dubai

100%

Sujana Holdings Ltd

Selene Holdings Ltd

Mauritius

100%

Nuance Holdings Ltd

Sun Global Trading Pte. Ltd

Singapore

100%

Sun Trading Ltd

2.25 Related Party Disclosure


The following are the related parties as defined in Accounting Standard 18 notified under the
Companies (Accounting Standard) Rules, 2006

1. Subsidiaries
Name of the Subsidiary

Country of
Incorporation

% of Holding
as at
31.03.2014

Subsidiaries held directly


Pac Ventures Pte. Limited

Singapore

100

Sujana Holdings Limited

UAE, Dubai

100

Nuance Holdings Limited

Hong Kong

100

Sun Trading Limited

Cayman Island

100

Hestia Holdings Limited

Mauritius

100

Selene Holdings Limited

Mauritius

100

Empire Gulf FZE

UAE, Dubai

100

Sun Global Trading Pte. Limited

Singapore

100

Subsidiaries held indirectly

2.
Key Managerial Personnel

Mr. Y. S. Chowdary

Chairman

Mr. G. Srinivasa Raju

Managing Director

: : 92 : :

ANNUAL REPORT 2013-2014


3.

List of Related Parties


Sl.
No
1
2
3
4
5
6
7
8
9
10
11
12
13

Sri Y S
Sri G S Sri S Hanumantha
Chowdary Raju
Rao
N.A.
Foster Infin and Trading Private Limited

Glade Steel Private Limited


N.A.

N.A.
Sujana Energy Limited

N.A.

N.A.
Sujana Finance and Trading Private Limited

Sujana Holding Limited

Sujana Metal Products Limited

N.A.

Sujana Power (Gangikondan) Limited

Sujana Power (India) Limited

N.A.

Sujana Power (Tuticorin) Limited

Sujana Projects Limited

Sujana Towers Limited

Yalamanchili Finance and Trading Private Limited

N.A.
Sujana Pumps & Motors Pvt. Ltd
N.A.
N.A.
N.A.
Name of the Company

Related Party Transactions


Particulars
A

Sales
Sujana Metal Products Ltd
Sujana Towers Limited
Sub-total
Purchases
Sujana Metal Products Ltd
Sujana Towers Limited
Sub-total
Other Income
Sujana Towers Limited
Sub-total
Other Expenses
Sujana Metal Products Ltd
Sub-total
Remuneration
Mr. G. Srinivasa Raju
Sub-total
Corporate Guarantees given (USD in lakhs)
Nuance Holdings Ltd
Pac Ventures Pte. Ltd
Hestia Holdings Ltd
Selene Holdings Ltd (Step Down Subsidiary)
G Standby Letter of Credit (SBLC) (USD in lakhs)
Pac Ventures Pte. Ltd

: : 93 : :

Rs. in Lakhs
Key Management Personnel
2013-14

2012-13

10,644.42
42.41
10,686.84

3,964.94
396.44
4,361.38

1.08
1.08

9.00
9.00

48.00
48.00

$ 100.00
$ 111.70
$ 25.00

20,844.70
410.01
21,254.71

1,704.72
806.64
2,511.36

1.08
1.08

9.00
9.00

15.54
15.54

$ 100.00
$ 150.00

$ 130.00

2.26 Retirement Benefits


Gratuity and Leave Encashment

Actuarial Valuation Method : Projected Unit Credit Method


Rs. in Lakhs
Gratuity

(i)

(ii)

(iii)

(iv)

(v)

Reconciliation of Opening and Closing balances of


the present value of the defined benefit obligation:

Leave Encashment

2013-14

2012-13

2013-14

2012-13

Obligations at the beginning of the year


110.29
102.33
28.72
27.73
Service cost for the year
13.02
13.60
(0.79)
0.97
Interest cost
9.04
8.80
2.35
2.39
Benefits settled/paid
(15.73)
- (10.94)
(2.45)
Actuarial (gain) / loss
(6.89)
(14.42)
8.58
0.07
Past service cost
Obligations at the end of the year
109.73
110.31
27.92
28.71
Change in Plan Assets

Plan assets at fair value at the beginning of the year


18.94
10.86
Adjustment
(7.05)
Expected return on plan assets
0.89
0.98
Actuarial gain / (loss)
Contributions
4.93
7.10
Benefits settled / paid
(15.73)
Plan assets at fair value at the end of the year
1.98
18.94
Reconciliation of present value of the obligation and

the fair value of the plan assets


Present value of obligation at the end of the year
109.73
110.30
27.92
28.71
Fair value of the plan assets at the end of the year
1.98
18.94
Amount recognised in the Balance Sheet
107.75
91.36
27.92
28.71
Expenses recognised in the Statement of Profit &

Loss
Service cost for the year
13.02
13.60
(0.79)
0.97
Interest cost
9.04
8.80
2.35
2.39
Expected return on plan assets
(0.89)
(0.98)
Actuarial (gain) / loss
(6.89)
(14.42)
8.58
0.07
Past service cost
Net Cost
14.28
7.00
10.14
3.43
Assumptions

Discount rate (Note 1)


9.15%
8.20%
9.15%
8.20%
Estimated rate of return on plan assets (Note 2)
9.00%
9.00% 0.00%
0.00%
Rate of escalation in salary per annum (Note 3)
6.00%
6.00% 6.00%
6.00%
Expected average remaining working live of employees
16 years 17 years 16 years 17 years
Retirement age
58 years 58 years 58 years 58 years

: : 94 : :

ANNUAL REPORT 2013-2014


Notes:
1.

The discount rate is based on the prevailing market yield on Government Bonds as at the balance
sheet date for the estimated terms of obligations

2.

a)

In the case of Gratuity, the expected rate of return was assumed to be 9% per annum since the
fund has earned interest at this rate as per the certificate issued by Life Insurance Corporation
of India Ltd (LIC)

b)

In the case of Leave Encashment, the expected rate of return assumed to be 0% since there is
no fund except provision.

3.

Salary increase rate of 6% per annum has been assumed keeping in view of the inflation rate on long
term basis.

2.27 Segment Reporting


The Company has identified three reportable segments viz. LEC Division, Appliance Division, Steel
Division. Segments have been identified and reported taking into account the nature of products and
services, the differing risks and returns and the internal business reporting systems. The accounting
policies adopted for segment reporting are in line with the accounting policy of the Company with
following additional policies for segment reporting.
a.

Revenue and expenses have been identified to a segment on the basis of relationship to operating
activities of the segment. Revenue and expenses which relate to enterprise as a whole and are
not allocable to a segment on reasonable basis have been disclosed as Un-allocable.

b.

Segment assets and liabilities represent net assets and liabilities in respective segments.
Investments, tax related assets and other assets and liabilities that cannot be allocated to a
segment on reasonable basis have been disclosed as Un-allocable.

i.

Primary Business Segment Information


Rs. in Lakhs
Business Segments
Particulars
Eliminations
Total
LEC
Appliance
Steel

2013-14 2012-13 2013-14 2012-13


2013-14
2012-13
2013-14 2012-13 2013-14
2012-13

Revenue
a) External
35.71
54.97 171.36 4,37,407.48 4,01,844.86
- 4,37,498.16 4,02,016.22
b) Internal
c) Total
35.71
- 54.97 171.36 4,37,407.48 4,01,844.86
- 4,37,498.16 4,02,016.22

Results
Segment Result Before Tax (547.02) (1,061.93) (211.50) (516.06)
(861.89)
3,426.84
(1,620.41)
1,848.85
Less: Taxes

292.70
327.61
Profit After Taxes
(547.02) (1,061.93) (211.50) (516.06)
(861.89)
3,426.84
(1,327.71)
1,521.24

Assets
a) Segment Assets
3,337.51 3,977.75 957.18 1,152.74 4,50,116.01
3,99,617.17
- 4,53,932.73 4,04,747.66
b) Un-allocable Assets

478.97
478.91
c) Total
3,337.51 3,977.75 957.18 1,152.74 4,50,116.01 3,99,617.17
- 4,54,411.70 4,05,226.57

Liabilities
a) Segment Liabilities
60.35
12.15 131.92 126.50 3,71,467.67
3,21,647.15
- 3,71,659.94 3,21,785.80
b) Un-allocable Liabilities

3,118.83
3,429.75
c) Total
60.35
12.15 131.92 126.50 3,71,467.67 3,21,647.15
- 3,74,778.77 3,25,215.55

Others
a) Depreciation
565.74 1,066.82 137.31 397.83
1,047.15
1,551.68
1,750.20
3,016.33
b) Capital Expenditure
c) Non-Cash Expenses other

Than Depreciation

: : 95 : :

(ii) Secondary Segments Information: Geographical


Revenue from geographical segment is based on location of its customers and total carrying
amount of assets. The total cost incurred during the year to acquire fixed assets is based on
geographical locations of the assets.

Secondary Segments Information : Geographical


Particulars
A Revenue by Geographical Market
In India
Outside India
Total
B Additions to Fixed Assets and Intangible Assets
In India
Outside India
Total
C Carrying Amount of Segment Assets
In India
Outside India
Total

31.03.2014

3,22,815.06
1,14,683.10
4,37,498.16

351.75
2.40
354.15

1,96,829.35
2,57,582.34
4,54,411.70

Rs. in Lakhs
31.03.2013

2,90,252.17
1,11,764.05
4,02,016.22

5,935.50
19.46
5,954.96

1,80,728.49
2,24,498.08
4,05,226.57

2.28 Earnings Per Share (EPS)


Basic and Diluted Earnings Per Share
Particulars
Net Profit After Tax
Less: Dividend on CRPS
Dividend Tax
Net Profit attributable to Equity Shareholder
Weighted average number of equity shares for Basic EPS
Weighted average number of equity shares for Diluted EPS
Nominal Value of Ordinary Share
Basic Earnings per Ordinary Share
Diluted Earnings per Ordinary Share

Rs. in lakhs
2013-14

(1,327.71)
24.36
3.95
(1,356.02)
16,88,41,072
16,88,41,072
Rs. 10.00
(Rs. 0.80)
(Rs. 0.80)

2012-13
1,521.24
24.36
3.95
1,492.93
16,88,41,072
16,88,41,072
Rs. 10.00
Rs. 0.88
Rs. 0.88

2.29 Contingent Liabilities


Particulars
1.

2013-14

Bank Guarantees
a)
Bank of Baroda: Guarantee executed in favour of Commissioner Central Excise
b) Corporate Guarantee provided by the Company to Mauritius Commercial
Bank, Mauritius, on behalf of Hestia Holdings Ltd, Mauritius, wholly owned
subsidiary to SUIL. The Company has received the legal notice u/s 433 of the
Companies Act 1956 and the Company has given reply to the legal notice.
c)
Corporate Guarantee provided by the Company to Standard Bank (Mauritius)
Limited on behalf of Selene Holdings Ltd, Mauritius, step down subsidiary
to SUIL. The Company has received the notice from Honble High Court of
Andhra Pradesh u/s 433 of the Companies Act, 1956 and the Company has
filed the counter against the said notice.

: : 96 : :

2012-13

Rs. 8.00 lakhs


US $ 20.00
Millions

Rs. 8.00 lakhs


US $ 20.00
Millions

US $ 23.00
Millions

US $ 23.00
Millions

ANNUAL REPORT 2013-2014

d)

2.

3.

Corporate Guarantee provided by the Company to Afrasia Bank Limited, Mauritius,


US $ 2.50
US $ 5.00
on behalf of Selene Holdings Ltd, Mauritius, step down subsidiary to SUIL
Millions
Millions
e)
Corporate Guarantee provided by the Company to Intra Asia Trading Pte.
US $ 10.00
Ltd, Singapore, on behalf of Nuance Holdings Ltd, Hong Kong, wholly owned
Millions
subsidiary to SUIL
f)
Corporate Guarantee provided by the Company to Intra Asia Trading Pte.
US $ 3.00
Ltd, Singapore, on behalf of Pac Ventures Pte. Ltd, Singapore, wholly owned
Millions
subsidiary to SUIL
g)
Corporate Guarantee provided by the Company to Rhodium Resources Pte.
US $ 5.72
Ltd, Singapore, on behalf of Pac Ventures Pte. Ltd, Singapore, wholly owned
Millions
subsidiary to SUIL
h)
Corporate Guarantee provided by the Company to Rhodium Resources Pte.
US $ 2.45
Ltd, Singapore, on behalf of Pac Ventures Pte. Ltd, Singapore, wholly owned
Millions
subsidiary to SUIL
Standby Letter of Credit (SBLC)

a)
Indian Overseas Bank: SBLC issued in favour of Apies Ventures Pte. Ltd
US $ 12.20 Millions US $ 13.50Millions
US $ 10.03
US $ 8.73
b) Indian Overseas Bank: SBLC issued in favour of United Industrial Group
(Asia) Ltd
Millions
Millions
c) Oriental Bank of Commerce: SBLC issued in favour of Pan Arabian
US $ 9.00
US $ 9.00
International FZE. However the said SBLC stands discharged in month of
Millions
Millions
May 2014.
US $ 13.00
d)
Exim Bank of India: SBLC issued in favour of Exim Bank of India, London
Branch, on behalf of Pac ventures Pte. Ltd, Singapore, wholly owned
Millions
subsidiary to SUIL
Claims against the Company not acknowledged as debt

a)
Sales Tax
Rs. 70064.41 lakhs Rs. 59240.51 lacs
b)
Customs & Central Excise
Rs. 721.75 lakhs
Rs. 769.5 lakhs
c)
Income Tax
Rs. 3585.56 lakhs Rs. 2075.75 lakhs
d)
Workmen Compensation
Rs.4.65 lakhs
Rs.4.65 lakhs
e)
Bill Discounting Facility availed from SICOM to a tune of Rs. 20 crores has
Nil
Nil
been settled and discharged fully and the case filed by SICOM is yet to be
withdrawn

2.30 Previous years figures have been regrouped and reclassified wherever necessary to conform to
current periods classification and comparison.
2.31 Figures have been rounded off to nearest rupee.
As per our report of even date
T Raghavendra & Associates
Chartered Accountants
FRN:003329S
T Raghavendra
Mem. No.023806
Place: Hyderabad
Date: 30th May 2014

For and on behalf of the Board


G Srinivasa Raju
Managing Director

S Hanumantha Rao
Director

B Manoharan
Chief Financial Officer

M Naresh Kumar
Company Secretary

Place: Hyderabad
Date: 30th May 2014

: : 97 : :

: : 98 : :

1 Nuance Holdings Ltd


2 Pac Ventures Pte. Ltd
3 Sun Trading Ltd
4 Sujana Holdings Ltd
5 Hestia Holdings Ltd
6 Selene Holdings Ltd @
7 Empire Gulfe FZE @
8 Sun Global Trading Pte. Ltd @
@ Step down subsidiary

31.03.2014
31.03.2014
31.03.2014
31.03.2014
31.12.2013
31.12.2013
31.03.2014
31.03.2014

12.12.2006
04.02.2007
18.07.2008
11.12.2006
27.12.2010
09.11.2012
15.02.2011
09.11.2012

63.84
127.56
395.85
9.71
(661.46)
(663.59)
8.33
40.59

Profit/
(Loss)
Before
Taxation
10.47
5.68
2.06

Provision
for
Tax

53.37
121.88
395.85
9.71
(661.46)
(663.59)
8.33
38.53

Profit/
(Loss)
After
Taxation

Proposed
Dividend

to Subsidiary companies (as per MCA Rs. in Lakhs

The net aggregate amount of the subsidiary companies


Profit/(Loss), so far as it concerns the members of the
holding company
i) Dealt with holding
ii) Not dealt with in the
companys accounts
holdings companys accounts
(a) For the financial year (a) For the financial year
ended March 31, 2014 ended March 31, 2014
(b) For previous financial (b) For previous financial
years of the subsidiary years of the subsidiary
company since it became company since it became
holding companys subsidiary holding companys subsidiary
500,000
100%
53.37
2,780,000
100%
121.88
1,275,000
100%
395.85
1,000,000
100%
9.71
1
100%
(661.46)
100% held by Nuance Holdings Limited
100% held by Sujana Holdings Limited
100% held by Sun Trading Limited

Statement pursuant general exemption availed under Section 212(8) of the Companies Act, 1956 relating
Circular dt.08.02.2011)
Sl.
Name of the Company
Capital
Reserves
Total
Total
Details of
Turnover
No.
Assets
Liabilities
Investment
(Except in case
of
Investment in
subsidiary)
1 Nuance Holdings Ltd
38.50
178.73 44,190.62 43,973.39
16,151.89
2 Pac Ventures Pte. Ltd
1,223.18
541.26 38,272.80 36,508.36
39,909.43
3 Sun Trading Ltd
765.76 2,930.72 40,538.55 36,842.07
31,507.96
4 Sujana Holdings Ltd
16,409.66
21.88 16,442.84
11.30
5 Hestia Holdings Ltd
0.06 (705.38) 12,945.46 13,650.78
6 Selene Holdings Ltd @
1,201.25
(721.78) 17,437.58 16,958.11
7 Empire Gulfe FZE @
169.24 10,982.28 103,974.29 92,822.77
38.53
8,265.68 8,106.57
7,755.86
8 Sun Global Trading Pte. Ltd @
120.58
Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary companies
Sl.
Name of the Subsidiary Company
Financial year of the
Date on Number of shares Extent of
No.
subsidiary company
which
held at the end
interest
ended on
they
of the financial
of holding
became
year of the
company
subsidiary
Subsidiary
at the end
company
company
of the
financial
year of
the subsidiary
company

ANNUAL REPORT 2013-2014

SUJANA UNIVERSAL INDUSTRIES LIMITED

Regd Office: No.41, Nagarjuna Hills, Panjagutta, Hyderabad - 500 082.


CIN : L29309TG1986PLC006714

ATTENDANCE SLIP

(Please complete this attendance slip and hand it over at the entrance of the Hall)
I, hereby record my presence at the 25th Annual General Meeting of the Company to be held on Tuesday,
the 30th day of September, 2014 at Kohinoor, Taj Deccan, Road No.1, Banjara Hills, Hyderabad-500034,
Telangana at 10:00 a.m.
Folio No./DP ID-Client ID:.................................................................................................................................
Full Name of the Shareholder in Block Letters:..................................................................................................
No. of Shares held:...........................................................................................................................................
Name of Proxy (if any) in Block Letters:..............................................................................................................
*Strike out whichever is not applicable

Signature of the Shareholder/Proxy/Representative*

SUJANA UNIVERSAL INDUSTRIES LIMITED

Regd Office: No.41, Nagarjuna Hills, Panjagutta, Hyderabad - 500 082.


CIN : L29309TG1986PLC006714

PROXY FORM
Name of the Member(s):

E-Mail Id:

Registered Address:
Folio No./Client Id:

DP Id:

I/We, being the Member(s) of .. shares of the above named Company, hereby appoint
Name:

Address:

E-mail Id

Signature:
or failing him;

Name:

Address:

E-mail Id

Signature:
or failing him;

Name:

Address:

E-mail Id

Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 25th Annual General Meeting of the Company,
to be held on the Tuesday, the 30th day of September, 2014 at 10:00 a.m. at Kohinoor, Taj Deccan, Road No.1, Banjara Hills,
Hyderabad-500034, Telangana and at any adjournment thereof in respect of such resolutions as are indicated below:

: : 99 : :

Resolution No.

Resolutions

Optional*

Ordinary Business
1
Adoption of Financial Statements for the year ended 31st March, 2014.

For Against

Re-appointment of Shri Y.S. Chowdary, who retires by rotation.

Re-appointment of M/s. T. Raghavendra & Associates, Chartered Accountants, as Statutory Auditors of the
Company.

Special Business
4

Appointment of Dr. V. Malakonda Reddy as an Independent Director.

Appointment of Shri J. Ramakrishnan as an Independent Director.

Appointment of Dr. K. Srinivasa Rao as an Independent Director.

Special Resolution under Section 180(1)(c) of the Companies Act, 2013 for borrowing money upto Rs.2500 Crores
over and above the aggregate of the paid up share capital and free reserves of the Company.

Special Resolution under Section 180(1)(a) of the Companies Act, 2013 to mortgage and/or charge any of movable
and / or immovable properties of the Company.

Adoption of new set of Articles of Association of the Company pursuant to Section 14 of the Companies Act, 2013.

10

Ratification of remuneration of the Cost Auditors of the Company.

Signed thisday of , 2014


Signature of the shareholder .
Signature of Proxy holder(s)

Affix
Revenue
Stamp of
Rs.1/-

Notes:
1.
This form o proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48
hours before the commencement of the Meeting.
2.
For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 25th Annual General Meeting.
3.
It is optional to put a P in the appropriate column against the Resolutions indicated in the Box. If you leave the For or Against column blank
against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
4.
Please complete all details including details of member(s) in above box before submission.

: : 100 : :