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Directors Report of Subros Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 31st Annual Report of the Company together with the audited financial statements for the year ended March 31, 2016.

FINANCIALRESULTS

Standalone Consolidated

Current year Previous year Current year Previous year PARTICULARS 2015-16 2014-15 2015-16 2014-15

(Rs,in Lacs) (Rs,in Lacs) (Rs,in Lacs) (Rs,in Lacs)

Gross Profit before financial charges and depreciation 15,453 13,781 15,461 13,768

Less: Financial Charges 4,172 3,872 4,172 3,873

Less: Depreciation 8,636 7,869 8,650 7,886

Net profit before Taxation 2,645 2,040 2,639 2,009

Less: Taxation 244 8 244 8

Profit after Taxation 2,401 2,032 2,395 2,001

Add: Profit brought forward 19,086 17,764 19,032 17,741

Profit Available for appropriation 21,487 19,796 21,427 19,742

Less: Proposed Dividend 480 420 480 420

Less:- Tax on Dividend 99 85 99 85

Less:- Transfer to General Reserves 250 205 250 205

Balance carried over to Balance Sheet 20,658 19,086 0,598 19,032

BUSINESS OPERATIONS

Your Company recorded a gross turnover of Rs. 1,480 crores during the year as against Rs. 1,333 crores in the previous year, clocking an increase of around 11%.

Your Company is continuing with investments in building the capacity, technology up gradation, new product development and localization to sustain its market leadership in line with Company''s growth plans. The Indian automobile industry has registered a growth of 6% in 2015-16 while our volume of air conditioning systems has grownby16%.The robust growth has happened duet addition of new customers and localization. The Company has made significant efforts to sustain its margins through various value analysis/value engineering activities, cost management and other optimization initiatives.

The performance of the Company is also discussed in Management Discussion and Analysis, as stipulated under Regulation 34 of the Listing Regulations with the Stock Exchanges, which forms part of the Directors'' Report.

EXPANSION AND FUTURE PROSPECTS

Your Company looks forward to strong growth in the automobile sector due to stable Global economic factors, ''Make in India'' initiative and fuel prices. Your Company is also working to expand sales by catering to the demand from existing and new automobiles manufacturers in India. The facility for production of radiators has been commissioned in March, 2016 at the Manesar works. In the current year, the Company is planning for capacity expansion at its existing facilities at Noida, Manesar, Pune, Sanand and Chennai to cater to the increased demand from existing and new automobiles manufacturers.

The Company''s Tool Engineering Centre has enabled to focus on in-house development of all Molds/Dies required for new product development. This will help the Company to shorten the lead-time of product development at reduced costs.

The Company expects growth in coming years due to increased share of business from its existing customers and expansion of business in new business domains like bus air conditioning, truck refrigeration and radiators. Your Company will continue to concentrate on cost management initiatives to be more competitive and also to spread out to new related domains.

DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 2,401 Lacs as against Rs. 2,032 Lacs in the previous year. The Directors are pleased to recommend a dividend of Rs. 0.80 per share i.e. 40% on the paid-up equity share capital of the Company for the financial year ended March 31, 2016 as against Rs. 0.70 per share i.e. 35% declared in the previous year. The dividend, if approved by the Members at the ensuing Annual General Meeting, shall absorb a sum of Rs. 480 Lacs (approx), exclusive of dividend tax.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 250 Lacs to the General Reserves.

EVENTS SUBSEQUENTTOTHEDATEOFFINANCIALSTATEMENTS

There were no material changes and commitments which affect the financial position of the Company subsequent to the date of financial statement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) During the year under review the following changes took place in the Board of your Company:

a) Mr. Katsuhisa Shimokawa resigned as Nominee Director (Representative of Denso Corporation, Japan) with effect from January 25, 2016

b) Mr. Yoshitaka Kajita resigned as an Alternate Director (Alternate to Mr. Katsuhisa Shimokawa) with effect from January 25, 2016

c) Mr. Yoshikazu Makino was appointed as Nominee Director (Representative of Denso Corporation, Japan) with effect from January 25, 2016

d) Mr. Yoshitaka Kajita was appointed as an Alternate Director (Alternate to Mr. Yoshikazu Makino ) with effect from January 25, 2016

e) Mr. Devireddy Madhusudhana Reddy resigned as Executive Director with effect from March 31, 2016.

ii) Pursuant to the provisions of Section 152 of the Companies Act, 2013 Dr. Jyotsna Suri, Non Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The brief resume of Dr. Jyotsna Suri as required under the Listing Regulations is provided in the Notice of the 31st Annual General Meeting of the Company. The requisite resolutions pertaining to the appointment/re-appointment appears at the respective items of the Notice along with the Statement and recommended to the Members for approval.

iii) Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Manoj Kumar Sethi was appointed as Chief Financial Officer with effect from May 14, 2015.

iv) Declaration from Independent Director: The Company has received necessary declaration from all the Independent Directors of the Company as laid down under Section 149(7) of the Companies Act, 2013 confirming that they meet with the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

v) Board Evaluation: In compliance with the provisions of the Companies Act, 2013, the Board during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board. Nomination & Remuneration Committee has approved the draft evaluation formats for the Board, Executive & Non Executive Directors and Chairman of the Company considering qualification, expertise, attributes and various parameters based on which evaluation of the Board has to be carried out by the Company.

vi) Board Meeting: The Board of Directors met five times during the financial year 2015-16, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

vii) Policy on Directors'' appointment and remuneration: The policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes and other matters are available on the website of the Company.

AUDITCOMMITTEE

The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Agreement with the Stock Exchanges, which forms part of the Directors'' Report.

DIRECTORS''RESPONSIBILITYSTATEMENT

As required under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 of the profit and loss of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIESANDJOINTVENTURES

During the financial year under review, THAI SUBROS LIMITED, Subsidiary Company in Thailand, did not carry out any business operations and the company incurred a loss of THB 5.28 Lacs as against THB 14.86 lacs in the previous year.

During the financial year under review the financial performance of Denso Subros Thermal Engineering Centre India Limited, a Joint Venture, achieved gross revenues of Rs. 1,469.34 Lacs as against Rs.1,463.03 Lacs during the previous financial year, a marginal increase over the last year. The Company earned a profit of Rs. 11.23 Lacs (unaudited) during the year as against loss of Rs. 0.98 Lacs in last year. Your Company is holding 26% share in this Joint Venture.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting for Interest in Joint Ventures, your Directors have pleasure in attaching the Audited Consolidated Financial Statements, which form a part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The information in terms of Section 134(3)(m) of the Companies Act, 2013 read with relevant rules is annexed herewith asAnnexure-1 and forms integral part of this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule12 of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form MGT-9, is annexed asAnnexure-2 to this report and forms integral part of this Report.

AUDITORSANDAUDITOR''SREPORT

Statutory Auditors: M/s. V.K. Dhingra & Co., Chartered Accountants were appointed as Statutory Auditors at the 30th Annual General Meeting of the Company to hold office from the conclusion of the Annual General Meeting held in the year 2015 till the conclusion of the Annual General Meeting to be held in the year 2017, subject to ratification by Members at every subsequent Annual General Meetings. The Members are requested to ratify the appointment of M/s V.K. Dhingra & Co, Chartered Accountants (Firm Registration No.000250N) as Statutory Auditors of the Company for the financial year 2016-17. The observations of the Auditors and the relevant notes on accounts are self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification or adverse remark.

Cost Auditors: The Company has appointed M/s. Chandra Wadhwa & Company, Cost Accountants, as Cost Auditors of the Company to conduct the audit of cost records maintained by the Company for the financial year 2016-17. The ratification of remuneration payable to Cost Auditors for the financial year 2016-17 is being sought from the Members of the Company at the ensuing Annual General Meeting.

Secretarial Auditors: The Company has appointed M/s. RSM & Co., Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the financial year ended March 31, 2016. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith asAnnexure-3 and the same is self-explanatory. The said Secretarial Audit Report does not contain any qualification or adverse remark.

FIXEDDEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the Public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

INTERNALFINANCIALCONTROLS

The adequacy of Internal Financial Controls is discussed in Management Discussion and Analysis, as stipulated under the Listing Regulations with the Stock Exchanges, which forms part of the Directors'' Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any transaction relating to inter-corporate loans and investment during the year.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of CSR Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as Annexure - 4 and forms integral part of this Report.

RISK MANAGEMENT

Four meetings of the Risk Management Committee were held during the year and the Committee has formulated the risk management framework, identified the elements of various risks and devised a risk mitigation plan.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism for directors, employees, suppliers, contractors and other stakeholders of the Company. The same is also intended to cover the Whistle Blower Policy under the aspect of Listing Regulations. The purpose and objective of this Policy is to cover serious concerns that would have a larger impact on image and values of the Company due to incorrect financial reporting or serious improper conduct. The Whistle Blower Policy has been placed on the website of the Company www.subros.com.

SEXUALHARASSMENT

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company received one complaint under the Policy and the same was disposed of.

RELATED PARTY TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The Related Party Transaction Policy is available on the website of the Company. A statement of all particulars of Contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, duly approved by the Board of Directors is annexed herewith as Annexure-5 and forms integral parts of the Report.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Delhi Stock Exchange Limited (DSE). The listing fees for the year 2015-16 have been paid to the said stock exchanges except to DSE as Securities and Exchange Board of India has withdrawn the recognition Granted to DSE on November 19, 2014.

ANNUALEVALUATION

The Company has carried out evaluation of Board, Executive Directors, Independent Directors and Chairperson. It is opinioned that the Company''s Board composition, structure, processes and working procedure are well laid. The Board members have adequate expertise drawn from diverse industries like Banking, Administration and Technical & bring specific competencies relevant to the Company''s business. Information flow from Management to the Board and Committees are timely and of acceptable quality. The Board deliberations and participation of members were found to be quite satisfactory and the Board''s overall functioning is effective.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure- 6 to this Report.

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure to this Report Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said statement of employee under Section 197(12) of Companies Act, 2013 is being sent to the Members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any Member interested in obtaining said statement may write to the Dy. Company Secretary at the registered office of the Company.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Company has complied with the corporate governance requirements, as stipulated under the Listing Regulations. A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance on the conditions of corporate governance pursuant to Listing Regulations is annexed herewith and forms integral part of this report.

ACKNOWLEDGMENT

Your Board of Directors wishes to convey their appreciation to all the employees for their enormous efforts as well as their collective contribution to the Company''s performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Company''s bankers, Canara Bank, Kotak Mahindra Bank, & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey heartfelt gratitude to the Company''s valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Renault Nissan Automotive India Pvt. Ltd and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Last but not the least the Board wishes to thank all Members, vendors and business associates for their continuous support and confidence reposed in the Company.

For and on behalf of Board of Directors

RAMESH SURI

Place: New Delhi Chairman

Dated: 26th May, 2016 DIN: 00176488


Mar 31, 2015

The Members

The Directors are pleased to present the 30th Annual Report of the Company together with the Audited Accounts for the year ended March 31,2015.

FINANCIAL RESULTS

Current year Previous year 2014-15 2013-14 (Rs in Lacs) (Rs in Lacs)

Gross Profit before financial charges and depreciation 13,781 13,364

Less: Financial Charges and 3,872 3,716

Depreciation 7,869 11,741 7,723 11,439

Net Profit before Taxation 2,040 1,925

Less: Taxation (8) (101)

Profit after Taxation 2032 2,026

Add: Profit brought forward 17,764 16,432

Profit available for appropriation 19,796 18,458

Less: Proposed Dividend 420 420

Less:- Tax on Dividend 85 71

Less: - Transfer to General Reserve 205 203

Balance carried over to 19,086 17,764

Balance Sheet

BUSINESS OPERATIONS

Your company recorded the gross turnover of Rs.1,333 Crores during the year as against Rs.1,314 Crores in the previous year resulting increase of 1.44%. During the year under review, the company has sold 962,603 nos. of A.C. systems as against 917,349 nos. in the previous year.

Company has been making investments in building up the capacities technology up gradation, new product development and Localization to sustain its market leadership in line with company's growth plans. The Indian automobile industry has however grown at the marginal pace of 2-3% over last three years. However, the business arising from these investments is expected to yield better results from the Financial Year 2015-16.

The company has made significant efforts to sustain its margins through cost reduction in material cost by import substitution and other cost optimization initiatives.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors' Report.

EXPANSION AND FUTURE PROSPECTS

Your company expects the growth in the automobile sector due to improvement in Global economic factors, stable Government in India and fuel prices. In view of expected cost pressure, your company planned extensive localization and cost down initiative. Further your company is also working to expand sales by catering the demand from existing and new automobiles manufacturers in India. In the current year, the company will start supplying to Renault Nissan from its Chennai plant and expand its business in Chennai to take care of other Southern India based OEM customers including Rail coach factory.

The company has also expanded its facilities of Tool Engineering Centre and focusing on in-house development of all Moulds/Dies, which are required for its new product development. This will help the company to shorten the lead-time of product development at reduced cost.

The company expects growth in coming years due to increased share of business from its existing customers and expansion of business in new business domains like bus air conditioning, truck refrigeration and radiators. In nutshell company will focus on cost management initiative to be more competitive with other suppliers to cater additional business from customers and expand in new domains.

Company is setting up facility for production of radiator for their customers which will improve revenue of the company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There was no material change and commitment's which affect the financial position of the company subsequent to the date of financial statement.

DIVIDEND

Your company has earned a net profit (after tax) of Rs.2032 Lacs as against Rs. 2026 Lacs in the previous year. Your directors recommend a dividend of Rs 0.70. per share i.e. (35%) on the paid-up equity share capital for the year ended March 31, 2015 as against Rs. 0.70 per share i.e. (35%) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.420 lacs exclusive of Dividend Tax.

DIRECTORS

(i) Directors & Key Managerial Personnel (Appointment & Resignation) During the year, the following changes took place in the Board of your company:

a) Directors

- Resignation of Mr. Y. Makino from the office of Nominee Director (Representative of Denso Corporation, Japan) w.e.f. November 03, 2014

- Appointment of Mr. Katsuhisa Shimokawa as Nominee Director (Representative of Denso Corporation, Japan) w.e.f. November03, 2014

- Reappointment of Mr D M Reddy as Executive Director w.e.f. 01.04.2015 on expiration of his term.

The requisite resolutions pertaining to the Appointment/Re-appointment appears at the respective items of the notice along with the Explanatory Statement and are recommended to the shareholders for approval.

b) Key Managerial Personnel

- Resignation of Mr. Vikas Sabharwal from the office of Dy. Company Secretary w.e.f. February 14,2015.

- Appointment of Mr. Hemant Kumar Agarwal, asDy. Company Secretary w.e.f. March 5, 2015.

(ii) Retire By Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Kenichi Ayukawa, Non Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Brief profile of Mr. Kenichi Ayukawa as required under Clause 49(VIII)(E) of the Listing Agreement is provided in the Corporate Governance, attached hereto.

(iii) Declaration From Independent Directors

The company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

(iv) Board Annual Evaluation

In compliance with the provisions of the Companies Act, 2013,the Board during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board.

Nomination & Remuneration Committee has approved the draft evaluation formats for the Board, Executive and Non Executive Directors and Chairperson of the company considering qualification, expertise, attributes and various parameters based on which evaluation of the Board has to be carried out by the company.

(v) Board Meeting

During the financial year 2014-15, Five Board meetings were held on 26.05.2014, 28.07.2014, 03.11.2014, 13.02.2015 and 24.03.2015.

The Composition of Audit Committee of the Company is given in Corporate Governance Report, as

stipulated under Clause-49 of the Listing Agreement with the Stock Exchanges, which forms part of

the Director's Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 of the profit and loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF

THE SUBSIDIARIES/JOINT VENTURE

1. SUBSIDIARY

During the financial year under review THAI SUBROS LIMITED Subsidiary Company in Thailand, achieved gross revenue of THB 64 Lacs as against THB 95 Lacs during the last financial year, the sales has decreased by 33% over the last year and the company was having a loss of THB (14.68) Lacs as against lossofTHB (16.27) lacs during the current year.

As the business of the Customers of Subsidiary Company has not grown as per business plan. It is not economically viable to continue the business operations at Thailand. Accordingly Company decided to transfer all the inventory and assets lying at Thailand to our Pune Plant.

2. JOINT VENTURE

During the financial year under review the financial performance of Denso Subros Thermal Engineering Centre India Limited (JV), achieved gross revenue of Rs.1,463.03 Lacs as against Rs.1,680.78 Lacs during the last financial year, the sales has been decreased by 13% over the last year and the company incurred loss of Rs.0.98 Lacs during the year as against profit of Rs. 320.73 Lacs in last year. Subros Limited is holding 26% share in Joint Venture.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting for interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT9 as a part of this Director's Report is enclosed as ANNEXURE I.

AUDITORS AND AUDITORS REPORT

(i) Statutory Auditor

M/s. V.K. Dhingra & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible for reappointment, offered themselves for reappointment.

The notes of accounts referred to in the Auditors Reports are self explanatory.

No Qualification remark in Audit report.

(ii) Cost Auditor

The Company has appointed M/s. Chandra Wadhwa & Company, Cost Accountants, as Cost Auditor of the Company to conduct the audit of cost records maintained by the Company for the Financial Year ending 31st March, 2016.

(iii) Secretarial Auditor

The Company has appointed M/s. RSM & Co., Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the Financial Year ended 31stMarch, 2016.

Secretarial Auditor report is annexed herewith as Annexure II for financial year 2014-15 which is self-explanatory.

No Qualification remark in Secretarial Audit Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

Conservation of Energy:

Information relating to conservation of Energy, Technology Absorption etc.,in terms of Section 134 (3) (m) of the CompaniesAct,2013 read with relevant rules is annexed herewith.

FIXED DEPOSITS

During the year the Company has not received any deposits from the public under section of 73 to 76 of CompaniesAct,2013 read with the Companies (Acceptance of Deposit) Rules.

SIGNIFICANT& MATERIAL ORDERS PASSED BY THE REGULATORS

There are no material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The adequacy of Internal Financial Controls is also discussed in Management Discussion and Analysis, as Stipulated under Clause 49 of the Listing agreement with the Stock Exchanges, which forms part of the Director Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any transaction of Inter-Corporate Loan & Investment during the year. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiative as specified in Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of CSR policy, in compliance with the requirement of Section 135 of the Companies Act, 2013.

During the year, the Company has undertaken CSR initiatives in the areas of Environmental Sustainability for social & environmental growth. The Annual Report on CSR activities is annexed herewith as "Annexure III".

POLICIES

(i) Remuneration Policy

The Board of Directors has adopted a policy relating to the remuneration for the directors, key managerial personnel and other employees based on recommendation of Nomination and Remuneration Committee. Remuneration Policy has been placed on the website of the Company www.subros.com.

(ii) Risk Management Policy

The Board of Directors has constituted Risk Management Committee for development and implementation of Risk management policy for the company. During the year one meeting was held wherein Committee has advised to the Management to identify the elements of various risks which may threaten the existence of the company. Therefore Risk Management framework is in | the process of development.

(iii)Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established Vigil Mechanism for directors, employees, suppliers, contractors and other stakeholders etc of the Company. The same is also intended to cover the Whistle Blower Policy under the aspect of Clause 49 of the SEBI's listing agreement. The purpose and objective of this Policy is to cover serious concerns that would have a larger impact on image and values of the company due to incorrect financial reporting or serious improper conduct. The Whistle Blower Policy has been placed on the website of the Companywww.subros.com.

RELATED PARTY TRANSACTIONS

The Board of Director had duly approved related party transaction policy for determining the Material Related Party Transactions. The Related Party Transactions Policy is disseminated in the website of the Company (www.subros.com/Investors /Policies /RPT).

A Statement of all particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) duly approved by the Board of Director is annexed herewith as ANNEXURE IV.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Delhi Stock Exchange Limited. There is no default in payment of Annual listing fees and annual custodian fee in respect of shares held in dematerlisation mode to NSDLand CDSL.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the Company's equity shares have been made available for dematerialisation in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL), Mumbai. In order to avail the service, shareholders can dematerialized the shares in the electronic form.

ANNUAL EVALUATION

The company has carried out evaluation of Board, Executive Directors, Independent Directors and Chairperson. It is opinioned that the company's Board composition, structure, processes and working procedure are well laid. Board members have adequate expertise drawn from diverse industries, Banking, Administration, Technical, business and bring specific competencies relevant to the company's business. Information flow from Management to the Board and Committees are timely and of acceptable quality. The Board deliberations and participation of members were found to be quite satisfactory and the Board's overall functioning is effective.

RATIO OF REMUNERATION TO EACH DIRECTOR

Details/Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration is annexed herewith asANNEXURE -V.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India's Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement with stock exchanges is annexed herewith as Annexure-VI and forms part of the Annual Report.

SECRETARIAL STANDARDS

Company is in compliance with the disclosure as per Secretarial Standard of ICSI.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Company's Act, 2013 read with Rules 5(2) and 5(3) of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014,a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the said statement of employee under section of 197(12) of Company's Act, 2013 is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining said statement copy may write to the Dy. Company Secretary at the registered office of the company.

ACKNOWLEDGMENT

Your Directors wish to convey their appreciation to all the company's employees for their enormous efforts as well as their collective contribution to the company's performance.

Your Directors acknowledge with gratitude the co-operation and support extended by company's bankers, Canara Bank, Kotak Mahindra Bank, & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the company's valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place : New Delhi RAMESH SURI Dated: 14th May, 2015 Chairman DIN NO - 00176488


Mar 31, 2014

The Members

The Directors are pleased to present the 29th Annual Report of the Company together with the Audited Accounts for the year ended 31stMarch, 2014.

FINANCIAL RESULTS

Current year Previous year 2013-14 2012-13 (Rs. in Lacs) (Rs. in Lacs)

Gross Profit before financial charges and depreciation 13364 13305

Less: Financial Charges and 3716 3592

Depreciation 7723 11439 7255 10847

Net Profit before Taxation 1925 2458

Less: Taxation (101) 401

Profit after Taxation 2026 2057

Add: Profit brought forward 16432 15069

Profit available for appropriation 18458 17126

Less: Proposed Dividend 420 420

Less:-Taxon Dividend 71 68

Less:-Transfer to General Reserve 203 206

Balance carried over to 17764 16432 Balance Sheet

DIVIDEND

Your Company has earned a net profit (after tax) of Rs.2026 Lacs as against Rs.2057 Lacs in the previous year. Your directors recommend a dividend of Rs.0.70 per share i.e. (35%) on the paid-up equity share capital for the year ended 31st March, 2014 as against Rs.0.70 per share i.e. (35%) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.420 lacs exclusive of Dividend Tax.

BUSINESS OPERATIONS

Your Company has invested significantly for Technology upgradation, New product development and Localisation to sustain its market leadership in future years. However, the adverse Market situations, delayed Product launches has led to decline in sales and non-realisation of complete benefits from the investments made and higher finance cost.

The Indian Auto Industry on account of many economic and industrial reasons has shown slower trend and has consequently de-grown by 5%, where as our main customer i.e. Maruti Suzuki has grown positively by around 0.3%, but other customers like Mahindra & Mahindra and Tata Motors has de- grown substantially. Your company recorded a decrease of 8% in the gross turnover of Rs 1314 crores during the year as against Rs.1435 crores in the previous year, due to lower sales and impact of Sale Price adjustments based on Forex levels of previous period. During the year under review the company has sold 917349 nos. of A.C. systems as against 955850 nos. in the previous year. However, your company has continued its efforts for reduction in the raw material cost, thru VA/VE and other localization programs.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors'' Report.

EXPANSION AND FUTURE PROSPECTS

Your Company, considering the growth in the Automobile sector and proactively observing the cost pressure, has planned extensive localization plans & capacities at its existing facilities at Noida, Manesar and Pune, to cater to the demand from existing as well as new Automobiles manufacturers in India. The Company in the current year will expand its business in Chennai to take care of Southern India based OEM customers.

The Company is also expanding its facilities of Tool Room and focusing on in house developments of all molds / dies for new product development, which will help in reducing the lead time for product development and also save cost. The Company will also focus on Sales of specialized Tools on commercial basis.

The Company has now strategically diversified into other Thermal Engineering Products for Automobiles Sector or for other industrial uses like Refrigerated vans, radiators, Engine cooling modules, BusAirconditioningand RailAirconditioningetc.

The Company expects growth in coming years due to increased share of business from its existing Customers and expansion of business in new business domains like Bus Airconditioning, Truck Refrigeration and Radiators.

AWARDS AND RECOGNITIONS

The working of your company has always been recognized for improvement in operational efficiencies, cost control, delivery etc. The Company was awarded following prestigious awards in the following categories: -

a) Overall performance Gold Trophy from MSIL

b) Shield for Quality from MSIL

c) System Audit Shield from MSIL

d) Inner part localization Certificate from MSIL

e) Manufacturing Excellence Platinum Award from Economic Times

f) Manufacturing Excellence Gold Award from ACMA

g) Ranked no. 1 in Innovation Adaptation & Ranked no.3 in Customer focus, by frost and Sullivan

h) Excellence award in various Quality Circle Initiatives.

SUBSIDIARY COMPANY

During the financial year under review THAI SUBROS LIMITED subsidiary Company in Thailand, achieved gross revenue of THB 95 Lacs as against THB 344 Lacs during the last financial year, the sales has decreased by 72% over the last year and the company was having profit before tax of THB 13.13 Lacs during the last year as against loss before tax of THB (16.27) Lacs during the current year under review.

CONSOLIDATION OF ACCOUNT

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting for interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A separate report on Corporate Governance is provided as a part of the Annual Report alongwith the Auditors certificate on its compliance.

LISTING

The shares of your company are listed on National Stock Exchange of India Limited, the Stock Exchange of Mumbai and The Delhi Stock Exchange Association Ltd. The company has paid annual listing fee for the year 2014-15 and also paid annual custodian fee in respect of shares held in dematerialization mode to NSDL and CDSL for the year 2014-15.

FIXED DEPOSIT

During the year the Company has not received any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the company''s equity shares have been made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail this service, shareholders can dematerialize the shares in the electronic form.

DIRECTORS

Mr. K Ayukawa, Mr. Y Makino and Mr. M A Pathan, were appointed as additional director of the company with effect from 29th July, 2013, 29th July, 2013 and 8th November, 2013 respectively and they shall hold the office upto the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956, requisite notice has been received under the provisions of the Companies Act, 2013 from the members for the appointment of Mr. K Ayukawa, Mr. Y Makino and Mr. MA Pathan.

The non-executive Independent Directors are as per provisions of the Companies Act, 2013 are getting re-appointed for a period of 5 years, not liable to retire by rotation. The requisite resolutions pertaining to the appointment/re-appointment appears at respective items of the Notice alongwith the and relevant Explanatory statement and is recommended to the shareholders for approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that :-

in the preparation of annual accounts for the year 2013-14, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company have been followed;

the Directors have selected such accounting policies and applied them consistently and made judgements 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 2013-14 and of the profit of the company for that period;

the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. V.K. Dhingra & Co. Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to account referred to in the Auditors'' Report are self-explanatory.

DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY ETC.

Information relating to Conservation of Energy, Technology Absorption etc., in terms of Section 217(1 )(e) of the Companies Act, 1956 read with relevant rules is annexed herewith.

EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Dy. Company Secretary at the registered office of the Company.

ACKNOWLEDGMENT

Your Directors wish to convey their appreciation to all the company''s employees for their enormous efforts as well as their collective contribution to the company''s performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Company''s Bankers, Canara & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the Company''s valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place: New Delhi RAMESH SURI

Dated: 26th May, 2014 Chairman


Mar 31, 2013

To The Members

The Directors are pleased to present the 28th Annual Report of the Company together with the Audited Accounts for the year ended 31 st March, 2013.

FINANCIAL RESULTS

Current year Previous year 2012-13 2011-12 (Rs. in Lacs) (Rs. in Lacs)

Profit before interest and depreciation 13305 13755

Less: Interest and 3592 2591

Depreciation 7255 10847 5301 7892

Net Profit before Taxation 2458 5863

Less: Taxation 401 1023

Profit after Taxation 2057 4840

Add: Profit brought forward 15069 13496

Profit available for appropriaton 17126 18336

Less: Proposed Dividend 420 660

Less:-Tax on Dividend 68 107

Less:-Transfer to General Reserve 206 2500

Balance carried over to 16432 15069

Balance Sheet

DIVIDEND

Your Company has earned a net profit (after tax) of Rs.2056 lacs as against Rs.4840 lacs in the previous year. Your directors recommend a dividend of Rs.0.70 per share i.e. (35%) on the paid-up equity share capital for the year ended 31st March, 2013 as against Rs.1.10 per share i.e. (55%) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.420 lacs exclusive of Dividend Distribution Tax.

BUSINESS OPERATIONS

Your Company has invested significantly for Technology upgradation, New product development and

Localisation to sustain its market leadership in future years. However, due to adverse Market situation, delayed Product launches and production disruptions at Customer end, there have been disruptions in supplies during the year. This also has led to non-realisation of benefits from the investments made and higher Inventory carrying costs.

The Markets for the OE customers stabilized in last quarter of the year to recover the business situation significantly. As a result, your company recorded an increase of 16 % in the gross turnover of Rs 1435 crores during the year as against Rs.1235 crores in the previous year. During the year under review the company has sold 955850 nos. of A.C. systems as against 852925 nos. in the previous year.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors'' Report.

EXPANSION AND FUTURE PROSPECTS

Your Company considering the growth in the Automobile sector in general, has planned its capacity and localization plans at its existing facilities at Noida, Manesar and Pune, to cater to the demand from existing as well as new Automobiles manufacturers in India. The Company will in the current year will start the operations from its new facilities from Chennai, Tamil Nadu for targeting Southern India based OEM.

The Company is also strategically diversifying into other Thermal Engineering Products for Automobiles Sector or for other industrial uses like Refrigerated vans, radiators, Engine cooling modules, BusAirconditioningand Rail Airconditioning etc.

The Company expects growth in coming years due to increased share of business from its existing Customers and expansion of business in new business domains like Bus Airconditioning, Truck Refrigeration and Radiators.

AWARDS AND RECOGNITIONS

The working of your company has always been recognized for improvement in operational efficiencies, cost control, delivery etc. The Company was awarded following prestigious awards in the following categories: -

a) Overall performance Gold Trophy from MSIL

b) Focused Cost down shield from MSIL

c) System Audit Shield from MSIL

d) Inner part localization Certificate from MSIL

e) IMEA Gold Award 2012 from Economic Times

SUBSIDIARY COMPANY

During the financial year under review THAI SUBROS LIMITED subsidiary Company in Thailand, achieved gross revenue of THB 344 Lacs as against THB 404 Lacs during the last financial year, the sales has decreased by 15% over the last year and the company was having Loss before tax of THB 9.41 lacs during the last year as against profit before tax of THB 13.13 Lacs during the current year under review.

CONSOLIDATION OF ACCOUNT

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting for interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A separate report on Corporate Governance is provided as a part of the Annual Report alongwith the Auditors certificate on its compliance.

LISTING

The shares of your company are listed on National Stock Exchange of India Limited, the Stock Exchange of Mumbai and The Delhi Stock Exchange Association Ltd. The company has paid annual listing fee for the year 2013-14 and also paid annual custodian fee in respect of shares held in dematerialization mode to NSDL and CDSL for the year 2013-14.

FIXED DEPOSIT

During the year the Company has not received any deposits from the public under section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the company''s equity shares have been made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail this service, shareholders can dematerialize the shares in the electronic form.

DIRECTORS

Mr. S Nishimura and Mrs. Meena Sethi who were appointed as additional director of the company with effect from 30th July, 2012 and they shall hold the office upto the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956 requisite notice has been received under section 257 from the member for the appointment of Mr. S Nishimura and Mrs. Meena Sethi.

The present term of Ms. ShradhaSuri as Managing Director of the Company expires on 11th May, 2013. The Board of Directors at its meeting held on 22nd May, 2013 re-appointed Ms. Shradha Suri as Managing Director for a further period of 3 years w.e.f. 12th May, 2013. The requisite resolution pertaining to the re-appointment of Ms. Shradha Suri as Managing Director appears at item no. 9 of the Notice alongwith the and relevant Explanatory statement and is recommended to the shareholders for approval.

Mr. P Sabanayagam, Mr. Hanuwant Singh and Mr. S Nakanishi, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that :-

- in the preparation of annual accounts for the year 2012-13, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company have been followed; the Directors have selected such accounting policies and applied them consistently and made judgements 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 2012-13 and of the profit of the company for that period; the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. V.K. Dhingra fit Co. Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to account referred to in the Auditors'' Report are self-explanatory.

DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY ETC.

Information relating to Conservation of Energy, Technology Absorption etc., in terms of Section 217(1 )(e) of the Companies Act, 1956 read with relevant rules is annexed herewith.

EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Dy. Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the company''s employees for their enormous efforts as well as their collective contribution to the company''s performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Company''s Bankers, Canara & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the Company''s valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place: New Delhi RAMESH SURI

Dated: 22nd May, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 27th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

Current year Previous year 2011-12 2010-11 (Rs. in Lacs) (Rs. in Lacs)

Gross Profit before financial charges and depreciation 13755 8800

Less: Financial Charges and 2591 1543

Depreciation 5301 7892 4055 5598

Net Profit before Taxation 5863 3202

Less: Taxation 1023 348

Profit after Taxation 4840 2854

Add: Profit brought forward 13496 13200

Profit available for appropriation 18336 16054

Less: Proposed Dividend 660 480

Less: - Tax on Dividend 107 78

Less:-Transfer to General Reserve 2500 2000

Balance carried over to 15070 13496 Balance Sheet

DIVIDEND

Your Company has earned a net profit (before tax) of Rs.5863 Lacs as against Rs.3202 Lacs in the previous year. Your directors recommend a dividend of Rs.1.10 per share i.e. (55%) on the paid-up equity share capital for the year ended 31st March, 2012 as against Rs.80 paisa per share i.e. (40%) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.660 lacs.

BUSINESS OPERATIONS

Your Company has invested significantly for Technology upgradation, New product development and Localisation to sustain its market leadership in future years. However, due to adverse Market situation, delayed Product launches and severe production disruptions at Customer end, there have been significant disruptions in supplies during first 3 quarters of the year. This also has led to non- realisation of benefits from the investments made and higher Inventory carrying costs.

The Markets for the OE customers stabilized in last quarter of the year to recover the business situation significantly. As a result, your company recorded an increase of 2.40 % in the net turnover of Rs 1115.68 crores during the year as against Rs. 1089.58 crores in the previous year. During the year under review the company has sold 852,925 nos. of A.C. systems as against 895,072 nos. in the previous year. During the year under review your company was able to achieve profit after tax of Rs.48.40 cr as against Rs.28.55 cr during the last year.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors' Report

EXPANSION AND FUTURE PROSPECTS

Your Company considering the growth in the Automobile sector in general, has planned its capacity expansion at its existing facilities at Noida, Manesar and Pune, to cater to the increased demand from existing as well as new Automobiles manufacturers in India.

The Company has also started the process of setting up its facility in Chennai, Tamil Nadu for targeting Southern India based OEM. The Company is also strategically diversifying into other Thermal Engineering Products for Automobiles Sector or for other industrial uses like radiators, Engine cooling modules, Bus air-conditioning, Rail air-conditioning etc.

The Company expects buoyant growth in coming years due to increased share of business from its existing Customers and expansion of business in new business domains like Bus Air-conditioning, Truck Refrigeration and Radiators.

AWARDS AND RECOGNITIONS

The working of your company has always been recognized for improvement in operational efficiencies, cost control, delivery etc. The Company was awarded following prestigious awards in the following categories: -

a) MSIL- Gold Trophy for Best Vendor Award for overall performance

b) MSIL- Engineering Director Special award for local R&D setup

c) MSIL- Warranty Improvement

d) MSIL- Incoming Quality Improvement

e) MSIL- Special support award

f) MSIL- Design and Development award.

g) ACMA- Gold Award for Manufacturing Excellence

h) ACAAA-Silver Award for Excellence in Technology

i) Economic Times Gold Award- Manufacturing Excellence

j) Frost and Sullivan -Ranked amongst Top 5 Companies in Customer focus and Innovation by Frost and Sullivan

k) Excellence award in NCQC (National Quality Circle)

SUBSIDIARY COMPANY

During the financial year under review THAI SUBROS LIMITED subsidiary Company in Thailand, achieved a turnover of THB 403.11 Lacs as against THB 667.09 Lacs during the last financial year, the sales has decreased by 40% over the last year and the company was having Loss after tax of THB 9.41 Lacs as against profit after tax of THB 21.02 Lacs during the previous year under review.

CONSOLIDATION OF ACCOUNT

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting for interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A separate report on Corporate Governance is provided as a part of the Annual Report alongwith the Auditors certificate on its compliance.

LISTING

The shares of your company are listed on National Stock Exchange of India Limited, the Stock Exchange of Mumbai and The Delhi Stock Exchange Association Ltd. The company has paid annual listing fee for the year 2012-13 and also paid annual custodian fee in respect of shares held in dematerialization mode to NSDL and CDSL for the year 2012-13.

FIXED DEPOSIT

During the year the Company has not received any deposits from the public under section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the company's equity shares have been made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail this service, shareholders can dematerialize the shares in the electronic form.

DIRECTORS

Dr. Jyotsna Suri, Mr. Y Nei and Mr. G.N. Mehra, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that :-

- in the preparation of annual accounts for the year 2011-12, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company have been followed;

- the Directors have selected such accounting policies and applied them consistently and made judgements 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 2011 -12 and of the profit of the company for that period;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. V.K. Dhingra & Co. Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to account referred to in the Auditors' Report are self-explanatory.

DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY ETC.

Information relating to Conservation of Energy, Technology Absorption etc., in terms of Section 217(1 )(e) of the Companies Act read with relevant rules is annexed herewith.

EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Dy. Company Secretary at the registered office of the Company and same will be sent.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the company's employees for their enormous efforts as well as their collective contribution to the company's performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Company's Bankers, Canara & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the Company's valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place: New Delhi RAMESH SURI

Dated: 28th May, 2012 Chairman


Mar 31, 2010

The Directors are pleased to present their 25th Annual Report of the Company together with the Audited Accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS

Current year Previous year

2009-10 2008-09

(Rs. in Lacs) (Rs. in Lacs)

Gross Profit before financial

charges and depreciation 9401.84 6473.97

Less: Financial Charges & 1603.33 1459.06

Depreciation 3847.07 5450.40 3156.53 4615.59

Net Profit before Taxation 3951.44 1858.38

Less: Taxation 1142.45 517.14

Profit after Taxation 2808.99 1341.24

Less: Proposed Dividend 419.92 299.94

Less:-Corporate Dividend Tax 69.74 50.98

Less: - Transfer to General Reserve 2200.00 134.12

Balance carried over to 119.33 856.20

Balance Sheet

DIVIDEND

Your Company has earned a net profit (after tax) of Rs.2808.99 Lacs as against Rs. 1341.24 Lacs in the previous year. Your directors recommend a dividend of 35% (70 paisa per share) on the paid-up equity share capital for the year ended 31 st March, 2010 as against 25% (50 paisa per share) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.489.66 lacs exclusive of Dividend Tax.

BUSINESS OPERATIONS

During the year, your Company has scaled new heights and set several new benchmarks in terms of sales and overall operations. The company has sold 747,707 nos. of A.C. systems as against 618,752 nos. in the previous year an increase of 21%. The Company was also able to increase its profitability by successfully implementing various cost reduction programs in areas of Material Cost thro Global Sourcing / Value Engineering and reduction in manufacturing costs. The company has achieved Rs.28.09 crores Profit after tax which has increased by 109 % over Rs. 13.41 crores achieved during the previous year.

The company had been able to maintain its market leadership with customer focus and upgraded technology. As a result, your company recorded an increase of 25% in the gross turnover of Rs 983.83 crores during the year as against Rs.786.59 crores in the previous year.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors Report

EXPANSION AND FUTURE PROSPECTS

Your Company considering the growth in the Automobile sector in general, has planned its capacity expansion, to cater to the increased demand from existing as well as new Automobiles manufacturers in India.

The Company has also started the process of setting up its facility in Sanand, Gujarat for effecting supplies to Tata Motors Ltd, for its new low cost Car "Nano". The sales to Tata Motors Ltd for Nano will commence during the current financial year.

Your Company is further expanding into newer segments relating to Thermal Engineering Products for Automobiles Sector or for other industrial uses like radiators, Engine cooling modules, Bus A/C, Rail A/C etc. Trial sales for Radiators have already commenced.

The Company has finalized for setting up a design Joint venture Company in India with its collaborator Denso Corporation for carrying out application design services for the development of new products for the satisfaction of its ultimate customers with low cost and less lead time in product development.

AWARDS AND RECOGNITIONS

The working of your company has always been recognized for improvement in operational efficiencies, cost control, delivery etc. The Company was awarded following prestigious awards in the following categories:

a) System rating Award from MSIL.

b) VAVE Award from MSIL.

c) Incoming Quality Improvement from MSIL.

d) Quality Awareness Quiz Award from MSIL.

e) Delivery Award from TATA Motors.

f) National Award for Excellence in Cost Management from ICWAI, India.

g) Quality Circle Technical (North) Award

SUBSIDIARY COMPANY

During the financial year under review THAI SUBROS LIMITED subsidiary Company in Thailand, achieved a turnover of THB 268.40 Lacs as against THB 9.42 Lacs during the last financial year, the sales has increased substantially and the Company was having Profit before tax of THB 19.35 Lacs as against loss of THB 12.11 Lacs during the previous year under review.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A separate statement on Corporate Governance is provided as a part of the Annual Report alongwith the Auditors certificate on its compliance.

LISTING

The shares of your company are listed on National Stock Exchange of India Limited, the Stock Exchange of Mumbai and The Delhi Stock Exchange Association Ltd. The company has paid annual listing fee for the year 2010-11 and also paid annual custodian fee in respect of shares held in dematerialization mode to NSDL and CDSL for the year 2010-11.

FIXED DEPOSIT

During the year the Company has not received any deposits from the public under section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules and there is no outstanding, overdue, unclaimed or unpaid deposit at the end of the year.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the companys equity shares have been made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail this service, shareholders can dematerialize the shares in the electronic form quickly.

DIRECTORS

The present term of Mr. Ramesh Suri as Chairman of the Company expires on 15th September 2010. The Board of Directors at its meeting held on 2nd August, 2010 re-appointed Mr. Ramesh Suri as Chairman of the Company for a further period of 5 years w.e.f. 16th September, 2010 on the same terms and conditions and remuneration.

The requisite resolutions pertaining to the appointment of Mr. Ramesh Suri as Chairman appeared at item no. 7 of the Notice and relevant Explanatory statements are recommended to the shareholders for approval.

Mr. G.N. Mehra, Mr. P. Sabanayagam and Mr. Hanuwant Singh Directors of the Company, retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2)AAof the Companies Act, 1956, the directors hereby confirm that: -

- In the preparation of annual accounts for the year 2009-10, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company have been followed.

- The Directors have selected such accounting policies and applied them consistently and made judgements 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 2009-10 and of the profit of the company for that period.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- The Directors had prepared the annual accounts on a going concern basis. AUDITORS

M/s. V.K. Dhingra & Co. Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to account referred to in the Auditors Report are self-explanatory.

DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY ETC.

Information relating to Conservation of Energy, Technology Absorption etc., in terms of Section 217(1 )(e) of the Companies Act read with relevant rules is annexed herewith.

EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975, as amended, the name and other particulars of the employees are set out in the annexure to the Directors Report.

However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Dy. Company Secretary at the registered office of the Company and same will be sent.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the companys employees for their enormous efforts as well as their collective contribution to the companys record performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Companys Bank, Canara & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the Companys valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place: New Delhi RAMESH SURI

Dated: 2nd August, 2010 Chairman

 
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