Home  »  Company  »  Suprajit Enginee  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Suprajit Engineering Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirtieth Annual Report and the Audited Statement of Account for the Year ended 31st March, 2015 together with the Independent Auditors' Report.

FINANCIAL RESULTS:

Rs. in Lacs

Particulars 2014-15 2013-14

Gross Income 58,063.53 53,605.81

Profit before tax 6,646.98 6,921.64

Less: Provision for taxation 2,185.60 2,156.10

Profit after tax before prior period adjustment - -

Current Tax relation to prior year - -

Profit after tax 4,461.38 4,765.54

Add: Surplus from last year 2,863.24 2,831.66

Profit available for appropriation after adjustments prior period taxes 7,324.61 7,597.20

APPROPRIATIONS:

1 Interim Dividend 45% (last year interim 45% ) 540.09 540.09 Tax on Interim Dividend 88.09 91.78

2 Proposed final Dividend 50 % (last year 50 %) 600.10 600.10 Provision for tax on Final Dividend 122.16 101.98

3 Transfer to General Reserve Additional 2,800.00 3,400.00 depreciation under Schedule II of Companies Act, 2013 26.58 -

4 Balance carried to Balance Sheet 3,147.58 2,863.25

DIVIDEND:

An Interim Dividend of Rs. 0.45/- per Share of Rs. 1/- each (45%) was declared and paid during the year under report. In view of the satisfactory financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Rs. 0.50 per Share of Rs. 1/- each (50%). The total outgo, considering the interim dividend including taxation, stands at Rs. 1350.44 Lacs as against Rs. 1333.96 Lacs during the last year.

RESERVES:

The Company proposes to transfer Rs. 2,800 Lacs to the General Reserve.

SHARE CAPITAL:

The Company has increased its Authorised Share Capital from Rs. 125,°00,°00 (Rupees Twelve Crores Fifty Lacs only) divided into 125,000,000 (Twelve Crores Fifty Lacs) Equity Shares of Rs. 1/- (Rupee One only) each to Rs. 150,000,000 (Rupees Fifteen Crores only) divided into 150,000,000 (Fifteen Crores) Equity Shares of Rs. 1/- (Rupee One only) each by passing resolution through Postal Ballot by the Members of the Company during the year under report.

During the year under review the Company has not issued shares with/without differential voting rights nor granted stock options nor sweat Equity Shares.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

OPERATIONS -MANAGEMENT DISCUSSION AND ANALYSIS:

Indian automotive industry grew at 8.30 % as against 4.00 % of the previous year, showing continued sluggishness. After years of coalition governments, a government with absolute majority was formed at the centre. This has lead to the belief that a stable and forward looking changes in the Indian economic landscape will be in place for the next 5 years.

Your Company recorded an income of Rs. 58,063 Lacs during the year 2014-15 as against Rs. 53,593 Lacs during the year 2013- 14, recording a growth of 8.34%. The Profit after tax was Rs. 4,461 Lacs during the year 2014-15 as against the Profit after tax of Rs. 4,765 Lacs during the year 2013-14. The consolidated group income was Rs. 67,181 Lacs for the year 2014-15 against Rs. 60,073 Lacs for the year 2013-14, recording a growth of 11.83 %. The consolidated Profit after tax was Rs. 5,029 Lacs during the year 2014-15 as against Rs. 5,080 Lacs during the year 2013-14. You will note that, your Company's revenue growth is ahead of Industry growth, as in the past. However, due to inflationary pressures, restructuring costs, cross currency effects, changes in the depreciation requirement etc., had certain impacts on the profitability of your Company, when compared to previous year. Your Company's overall performance has been satisfactory, despite difficult market conditions.

During the year, your Company has acquired, on a slump sale basis, the cable division of Pricol Limited. This has been now fully integrated with your Company's operations. Your Company's capacity expansion plan from 150 million to 225 million cables per year, is progressing smoothly and is expected to be complete by March 2016. The building construction at Pathredi was completed. Construction is in advanced stage for the plant in Vallam Vadagal area, Chennai. Groundbreaking for the new plant at Charal Industrial Estate, Sanand, Gujarat took place in January, 2015.

CURRENT YEAR:

The Indian GDP grew at 7.4% in 2014-15. The raging inflation was reined in, interest rates started coming down along with global oil and other commodity prices. There has been continued sluggishness in the Indian economy and the automotive industry is expected to grow only in single digit during the current year as well. If the new Government pushes through various transformational legislations including GST and land reforms, and if the monsoon is normal, it is hoped that during the second half of this year, a revival can be expected in the Indian automotive industry.

The downward trend noticed in the aftermarket during the second half of last year has continued in this year. Non- automotive export business is also facing certain sectoral pressures. Automotive business, both local and exports is expected to be steady. Your Directors believe that overall prospects for the year appears to be satisfactory.

ACQUISITION OF PHOENIX LAMPS LIMITED

Your Company has been assessing inorganic growth opportunities in line with its long term vision of de-risking single product, cables. Your Directors are pleased to inform that your Company has signed a Share Purchase Agreement to acquire 61.88% stake in Phoenix Lamps Limited. An Open Offer for the shareholders of Phoenix Lamps Limited to acquire an additional 26% was launched. All requisite formalities are in the process of being completed. Phoenix Lamps Limited will become a subsidiary of your Company. Phoenix Lamps Limited is the largest automotive halogen lamp manufacturer in India. Your Directors believe that the product range of Phoenix Lamps Limited will greatly complement the core product of cables.

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

Instrument Rating Agency Rating Outlook

Long Term Debt CRISIL AA- Stable

Long Term Debt ICRA AA- Stable

Long Term Debt Indian Ratings & Research AA- Stable

Short Term CRISIL A1 Stable

Short Term ICRA A1 Stable

Short Term Indian Ratings & Research A1 Stable

Term Deposit Indian Ratings & Research tAA Stable

WHOLLY OWNED SUBSIDIARIES:

The wholly owned subsidiaries Sup raj i t Automotive Private Limited and Suprajit Europe Limited, have performed well during the year gone by.

The consolidated sales of the subsidiaries were Rs. 9,587 Lacs against Rs. 6,702 Lacs previous year, an increase of 43%. The EBIDTA was Rs. 1,245 Lacs against Rs. 796 Lacs previous year an increase of 56%. The Profit before tax was Rs. 807 Lacs against Rs.496 Lacs previous year an increase of 62%. The Subsidiaries are expected to perform satisfactorily this year.

A separate statement in form AOC-1, "Annexure-VI" containing the salient features of the financial statement of its subsidiaries has also been attached along with the financials of the Company. The Annual Accounts and related documents of the Subsidiary Companies shall be kept open for inspection at the Registered Office of the Company. The aforesaid documents will also be made available to the Members of the Company upon receipt of written request from them.

GROSS WORKING CAPITAL

Gross working capital represented by inventory, sundry debtors, loans and advances increased from Rs. 24,951 Lacs to Rs. 28,544 Lacs as at 31st March, 2015.

GROSS BLOCK

The gross block during the year increased from Rs. 18,409 Lacs to Rs. 20,577 Lacs. This was largely due to the ongoing projects and other sustaining capex.

CHANGE IN DEPRECIATION POLICY

With effect from April 1, 2014, the Company has revised the estimated useful lives of certain assets resulting in additional depreciation on opening WDV of fixed assets consequent to application of Schedule II of Companies Act, 2013. (Refer Note 6.4 of Notes forming part of Balance Sheet).

CAPITAL EXPENDITURE:

As on 31st March, 2015, the gross tangible and intangible assets stood at Rs. 20,577 Lacs and the net tangible and intangible assets, at Rs. 14,712 Lacs. Net additions during the year amounted to Rs.2,167 Lacs, including industrial land under lease Rs. 907.19 Lacs.

DEPOSITS:

The approval of the shareholders was accorded to accept and renew Fixed Deposits pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 and accordingly the Company has accepted deposits pursuant to the provisions of the said Sections read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the Financial Year and the Date of the Report, which affect the financial position of the Company.

EXTRACT OF THE ANNUAL RETURN :

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134 (3) of the Companies Act, 2013. "Annexure -I".

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee and also disclosed to the Stock exchanges under Clause 49 of the Listing Agreement. In compliance with Section 134 (3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as part of this report. "Annexure-II"

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the year under review 4 (Four) Meetings were held on 30th May, 2014, 31st July, 2014, 30th October, 2014 and 3rd February, 2015.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms and submits that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no material departure;

ii. the selected accounting policies were applied consistently and the judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profits of the Company for the year ended on that date;

iii. proper and sufficient care has been taken 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;

iv. the annual accounts have been prepared on a 'going concern basis';

v. adequate system of internal financial controls has been laid down, and the said system is operating effectively; and

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT:

As a Listed Company, necessary measures are taken to comply with the Listing Agreements of the Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the statutory auditors, forms part of this report. Further, Business Responsibility Report, describing the initiatives taken by your Company from an Environmental, Social and Governance perspective, also forms a part of this report. Various disclosures as required under Section 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as related party transactions; Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo, extract of annual return, constitution of various Board level Committees, CSR Policy and initiatives taken during the year, Board evaluation, remuneration of the Managerial Personnel, Secretarial Audit Report etc.

RISK MANAGEMENT POLICY:

The Company has Risk Management Policy in place. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

The Company has taken Directors and officers liability Insurance Policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As you are aware, your Company has been active in CSR activities through Suprajit Foundation for the last 4 years. The recent change in the Companies Act mandates profitable companies to contribute 2% of the net profits on CSR. Your Company has paid Rs.135.74 Lacs to Suprajit Foundation for various activities undertaken by them. The detailed activities of Suprajit Foundation have been provided elsewhere in this report. A provision as mandated has been made for Rs. 127.58 Lacs in the books of accounts of 2014-15, which will be paid to Suprajit Foundation in due course to further augment its CSR activities.

The details of the amounts to be spent during the current financial year and the manner in which it was spent are annexed herewith "Annexure -III".

CONSERVATION OF ENERGY:

Conservation of energy is one of the highest priority measures directly supervised by the senior management of the Company.

As and when new units are getting added in the Company, the Unit Managers and Unit HR-Heads see to that various measures like rain-water harvesting, STP, water usage control, planting of trees, discarding of old gen-sets and minimum usage of lighting power during day time are very well adopted from day one.

In addition, the following new initiatives have been undertaken during the year :-

a) Automatic Water Level Controllers have been deployed along with the water pumps which are used for pumping water to the storage tanks.

b) The Company has provided gen-sets with higher KVA rating as well as lower KVA rating in all the units so that gen-set power is selectable depending upon actual power requirement in case of power shutdown by which the units only generate the power what is required and not more thereby avoiding wastage.

c) Electrical systems in all the new units have been provided with individual controls in place of bulk controls so that the user can exercise selection of, say, a particular fan, light or anything depending upon requirement at that particular point of time. Thus avoids indiscriminate and mindless bulk selection of electrical systems though the actual requirement could be met by selecting few.

d) Shop floors having roofing sheets have been provided with thermal vents on top of the roofing sheets (circulating fans operating with wind ) in order to reduce the heat effect in summer and also to reduce usage of electrically operated fans in the shop floor.

e) Rain water harvesting has been modified to properly channelize the rain water into earth in a manner borewell gets adequate water for its re-generation.

RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, ADAPTATION & INNOVATION:

a) Research and Development (R&D):

1) The Company has taken the initiative to set up a centralised Tech Centre at Bangalore. This centre will have Engineers for R&D work, testing and validation of products as per customers' requirements. The centre will have product-, process- and material- specialists in order to offer latest technology products to the customers.

2) Development cells in every unit have been upgraded with more Engineers and latest equipments.

3) The Company's R&D has developed many specialized cables for Customers as per the end user requirements. This is being successfully deployed by the customer with significant cost savings.

4) The Company has developed many equipments specialised for cable making with significant energy savings and increased productivity.

b) Expenditure on Research and Development:

Particulars 2014-15 2013-14

Salaries & Wages 133.41 124.42

Material, Consumables & 22.05 22.26

Stores

Other Direct Expenditures 14.70 14.85

TOTAL 170.16 | 161.53

c) Technology Absorption, Adaptation, Innovation and particulars of imported technology:

1) The Company has not imported any technology during the year.

2) The Company has developed innovative and path-breaking processes for certain Cable Manufacturing for which patents are pending.

3) The Company has successfully adapted a customer's design for a new types of cables and also other products.

GREEN INITIATIVES

The Company has initiated a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, the Company is publishing only the statutory disclosures in the print version of the Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned Rs. 3424.99 Lacs in foreign exchange and expended Rs. 5495.63 Lacs in foreign exchange during the year under review.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

DIRECTORS:

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Supriya A Rai, Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Appointments of three Independent Directors for the next tenure up to February, 2020 are for your consideration and these are in line with the requirements of the revised laws.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of the Company, the Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality facilities and risk management.

RE-APPOINTMENTS

As per the provisions of the Companies Act 2013, Dr. Supriya A Rai, retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

The Companies Act, 2013, provides for the appointment of Independent Director, Sub-Section (10) of Section 149 of the Companies Act, 2013 provides that Independent Directors shall hold office for a term of up to five consecutive years on the board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the shareholders of the Company. Accordingly, all the Independent Directors were appointed by the shareholders either at the General Meeting according to Sub- section (13) states that the provisions of retirement the Act shall not apply to such Independent Directors.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

COMPOSITION OF AUDIT COMMITTEE:

Your Company has an Audit Committee comprising of Mr. Diwakar S Shetty as the Chairman of the Committee, Mr. M Jayarama Shetty and Mr. Suresh Shetty, as other Members of the Committee. The Composition of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013.

VIGIL MECHANISM

Your Company has formulated the Whistle Blower Policy with a view to provide a mechanism for Employees and Directors of the Company to approach the Whistle Blower Compliance Officers/ the Audit Committee of the Company in compliance with Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Details of the Whistle Blower Policy are explained in the Report on Corporate Governance and Whistle Blower policy of the Company is available on the website of the Company i.e. www.suprajit.com.

AUDITORS:

Statutory Auditors:

The Auditors, Messrs. Varma and Varma, FRN No. 004532S, Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 141 of the Companies Act, 2013 from them that their appointment would be within the limits specified therein. In terms of requirements of Companies Act, 2013, it is proposed to appoint Auditors for a period of 2 years subject to the approval of Shareholders at every Annual General Meeting.

Your Directors recommend their appointment.

Cost Auditors:

Messrs. G N V Associates, Cost Accountants, had been appointed as the Cost Auditors of your Company for the financial year 2014-15. The previous year's report has been filed within due date.

Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat, Practicing Company Secretary (Membership No. ACS-25167) as the Secretarial Auditor as per the Section 204 of the Companies Act, 2013 and the Secretarial Audit Report is furnished in a separate. "Annexure-IV".

SUPRAJIT FOUNDATION

The Suprajit Foundation was established in 2011 as a not-for- profit trust to conduct social welfare activities. Over the years, the Foundation has initiated, guided and conducted several programs in education, healthcare, disaster relief and rural development.

Your Directors would like to thank the honorary trustees of the Foundation, who continue to devote their valuable time and energy in planning, directing and monitoring its activities.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION (HSE):

The Company's efforts towards reinforcing a positive safety culture have resulted in reduction of total lost time due to Injuries this year. Similarly, the Lost Time Injury Frequency Rate reduced from a year ago.

During the year, no occupational illness case was reported. Due to continued efforts to conserve water and energy, specific water and energy consumption also reduced.

DISCLOSURE UNDERTHESEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-2015:

No of complaints received : NIL

No of complaints disposed off : NIL

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as "Annexure - V".

CAUTIONARY NOTE

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchanges and such statements may be "forwardlooking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets/currency fluctuations in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from various Governmental agencies, Company's Bankers, Customers, vendors, distributors, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future.

For and on behalf of the Board

Place : Bangalore K. Ajith Kumar Rai Date : 29th May, 2015 Chairman & Managing Director




Mar 31, 2013

The Directors have pleasure in presenting their Twenty Eighth Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Rs. in Lakhs

Particulars 2012-13 2011-12

Gross Income 46891.63 41498.34

Profit before tax 6572.53 5495.69

Less: Provision for taxation 1817.36 1563.37

Profit after tax before prior period adjustment 4755.17 3932.32

Current Tax relation to prior year 10.00 10.18

Profit after tax 4745.17 3922.14

Add: Surplus from last year 2436.37 2220.92

Profit available for appropriation after adjustments of prior period taxes 7181.54 6143.06

APPROPRIATIONS:

1 Interim Dividend 35% (last year Interim Dividend 30%) 420.07 360.06

Tax on Interim Dividend (Net) 68.14 58.41

2 Proposed Final Dividend 40% (last year 35%) 480.08 420.07

Provision for tax on Final Dividend 81.59 68.14

3 Transfer to General Reserve 3300.00 2800.00

4 Balance carried to Balance Sheet 2831.66 2436.38

DIVIDEND:

An Interim Dividend of Rs. 0.35/- per Share of Rs. 1/- each (35%) was declared and paid . In view of the good financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Rs. 0.40 per Share of Rs. 1/- each (40%). The total outgo, on account of overall Dividend of Rs. 0.75 (75%) including taxation stands at Rs. 1049.88 lakhs as against Rs. 906.68 lakhs during the last year.

OPERATIONS:

Indian economy slowed down significantly with the GDP growing at about 5% during the year. This has resulted in dismal performance by the automotive industry. The Indian auto industry grew by 2.04%, as compared to previous year''s growth of 13.96%. The year has been one of the lowest growth years in the Indian automotive industry in the past decade. Against this, Suprajit has recorded a growth of 13%.

Your Company recorded an income of Rs. 46,891 lakhs during the year 2012-13 as against Rs. 41,498 lakhs during the year 2011-12, recording a growth of 13%. During the year 2012-13, the Profit After Tax was Rs. 4,745 lakhs against Rs. 3,922 lakhs during the year 2011-12, recording a growth of 20.98%. The consolidated income grew from Rs. 46,125 lakhs for the year 2011-12 to Rs. 51,575 lakhs for the year 2012-13, recording a growth of 11.81%. The consolidated Profit Before Tax grew from Rs. 5,479 lakhs to Rs. 6,683 lakhs during the same period, a growth of 21.95%. As one will note, your Company has surpassed the industry growth through its focused customer management and inroads into new customer segments for its products.

During the year, a new plant for cables at Bommasandra Industrial Area, was established which started its commercial production. Installation and trial production at its new cable plant at Pathredi Industrial Area, Bhiwadi, was started during March this year. Trial production was also started at a brand new automotive cable plant at its subsidiary, Suprajit Automotive Private Limited.

CURRENT YEAR:

Indian GDP is likely to grow at around 5% for a second year in a row, in the current year. This will have a significant effect on the growth of automotive industry. Initial indications point to a tepid first half, with a hope that during the second half of the year recovery and growth will pick up. This does not augur well for growth in business this year. However, commodity prices and interest rates seem to have peaked and oil prices are coming down. SIAM, the nodal agency for Indian automotive industry, has predicted low single digit growth for the automotive industry.

With full commercial production expected at the new cable plants in Bangalore and Pathredi, your Company''s target of 150 million cables capacity per year will be achieved in the current year. Your Company has acquired 2 acres of land at Narsapura Industrial Area, near Bangalore for a proposed new plant for a marquee customer. The plant expansion for the new product division of your Company is expected to be completed during the course of this year.

Despite the headwinds, your Company continues to work closely with the customers and pursue aggressively new opportunities in business developments. Along with this, the focus on non-automotive and aftermarket business is expected to give a satisfactory outcome for the year.

DEMATERILISATION OF SHARES:

As per the directives issued by the Securities and Exchange Board of India (SEBI), Shares of your Company are to be traded compulsorily in dematerialized form. Necessary arrangements have been made with National Securities Depository Limited (NSDL) and Central Depository Service Limited (CDSL) to facilitate dematerialization of Shares.

LISTING OF EQUITY SHARES:

Your Company''s Shares continue to be listed at the Stock Exchange at Mumbai and at National Stock Exchange.

WHOLLY OWNED SUBSIDIARIES:

Global automotive scenario continues to be challenging, particularly in Europe with difficult market conditions. The performance of the subsidiaries has been stable. The outlook for the first half of the current year continues to be challenging. However, with new contracts expected to be productionised during the second half of this year, the outlook is better for the coming years. With installation of a new plant at the subsidiary, Suprajit Automotive, your Company is gearing up to meet the increased business volumes and challenges of the global customers.

As the two subsidiaries work in tandem, the consolidated sales of the subsidiaries were Rs. 4,514 lakhs against Rs. 4,566 lakhs in the previous year. The EBIDTA was Rs. 461 lakhs against Rs. 359 lakhs in the previous year. The Profit Before Tax was Rs. 132 lakhs against Rs. 0.36 lakhs in the previous year. The performance of the subsidiaries is expected to further consolidate and improve during this year on a consolidated basis.

DEPOSITS:

The Company has accepted deposits pursuant to the provisions of Section 58-A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the year.

INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The information as required under the above Section is given in Annexure and forms part of this Report.

INDUSTRIAL RELATIONS:

Relations with the employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team spirit displayed by the employees at all levels.

CORPORATE GOVERNANCE:

Your Company has implemented various measures of Corporate Governance aiming to assist the management of the Company and to meet the obligations to Shareholders and towards enhanced transparency. A report on Corporate Governance is given in Annexure and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

Your Directors confirm:

I. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

II. 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 ended 31st March, 2013 and of the profit of the Company for that year.

III. that the Directors have taken proper and sufficient care for 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.

IV. that the Directors have prepared the Annual Accounts on a ''going concern'' basis.

STATUTORY DISCLOSURES:

The Board of Directors has passed a resolution giving consent not to enclose the Annual Accounts of Subsidiary Companies along with the Annual Report in accordance with the provisions of Circular No. 2 /2011 issued by Ministry of Corporate Affairs on 8th February, 2011. Accordingly, a statement exhibiting brief financial details of the Company''s Subsidiaries for the year ended 31st March, 2013 is included in the Annual Report. The Annual Accounts of the Subsidiary Companies will be kept for inspection by any member of the Company at its Registered Office and also at the Registered Office of the concerned Subsidiary Companies.

ADDITIONAL DISCLOSURES:

In line with the requirements of Listing Agreements and Accounting Standards, your Company has made additional disclosures in respect of consolidated Financial Statements and Related Party disclosures.

SEGMENT REPORTING:

The Company has classified its products as Auto Components. Since the nature of activities are governed by the same set of risk and returns, these have been grouped as a domestic and export sales based upon geographical segment in the above disclosures.

DIRECTORS:

Mr. Ian Williamson and Mr. Suresh Shetty, Directors, retire by rotation and being eligible, offer themselves for re- appointment.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

INSURANCE COVERAGE:

The Board reports that your Company has adequately insured all the assets of the Company.

AUDITORS:

Messrs Varma & Varma, Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENT:

Your Directors wish to thank, State Bank of India, Syndicate Bank, Citibank N.A., HSBC and ICICI Bank Ltd for their continued support and assistance. Your Directors place on record their gratitude to the customers, employees, distributors, vendors, shareholders and other acquaintances for their continued and valued support. For and on behalf of the Board

Place : Bangalore K. Ajith Kumar Rai

Date : 25th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their Twenty-Seventh Annual Report and the Audited Accounts of the Company for the Year ended 31st March 2012.

FINANCIAL RESULTS:

Rs. in Lakhs

Particulars 2011-12 2010-11

Gross Income 41498.34 33,044.64

Profit before tax 5495.69 4,264.84

Less: Provision for taxation 1563.37 1,215.33

Profit after tax before prior period adjustment 3932.32 -

Current Tax relation to prior year 10.18 -

Profit after tax 3922.14 3,049.51

Add: Surplus from last year 2220.92 2,087.13

Profit available for appropriation after adjustments prior period taxes 6143.06 5,136.64

APPROPRIATIONS:

1 Interim Dividend 30% (last year interim dividend 20% ) 360.06 240.04 Tax on interim Dividend (Net) 58.41 39.86

2 Proposed final Dividend 35% (last year 25%) 420.07 300.05

Provision for tax on Final Dividend 68.14 35.77

3 Transfer to General Reserve 2800.00 2300.00

4 Balance carried to Balance Sheet 2436.38 2220.92

DIVIDEND:

An Interim Dividend of Rs. 0.30/- per Share of Rs. 1/- each (30%) was declared and paid. In view of the good financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Rs. 0.35 per Share of Rs. 1/- each (35%). The total outgo, considering the interim dividend including taxation stands at Rs. 906.68 lakhs as against Rs. 615.72 lakhs during the last year.

OPERATIONS:

Despite global recessionary trend and slowing down of Indian economy, your Company had a robust year both in terms of sales and Profitability. The Indian auto industry grew by 14%, much lower than the previous year's 27%. Against this, Suprajit has recorded a growth of 25.58%.

Your Company recorded an income of Rs. 41,498 lakhs during the year 2011 -12 as against Rs. 33,044 lakhs during the year 2010-11, recording a growth of 25.58%. During the year 2011 - 12, the Profit After Tax was Rs. 3,922 lakhs against Rs. 3,049 lakhs during the year 2010-11, recording a growth of 28%. The consolidated income grew from Rs. 38,911 lakhs for the year 2010-11 to Rs. 46,135.41 lakhs for the year 2011-12, recording a growth of 18.56 %. The consolidated Profit After Tax grew from Rs. 3,380 lakhs to Rs. 3,946 lakhs during the same period, a growth of 17%. Your Company continues to surpass the industry growth through its aggressive marketing, gains in market share, good growth in the aftermarket and non-automotive businesses.

During the year, the expansions of 100% EOU at Bommasandra Indl. Area and the new 4-wheeler cable plant at Chakan were completed. These have added to the capacity of the Company to grow its business.

Your Company has emerged as the largest 2-wheeler cable manufacturer in the world. It is also the largest exporter of automotive cables from India. Your Company is now emerging as one of the top global cable manufacturers in the world.

CURRENT YEAR:

India's GDP growth is likely to be around 6% in this current year. This will affect the growth of automotive industry. Although interest rates seem to have peaked, infation will be high. Commodity prices continue to harden. Slowing global economy is adding to the concerns of exports. Indian automotive industry is estimated to grow at 8-10%.

Your Company will reach a targeted 150 million cable capacity during the year, through various capacity expansion projects. New plants for cables in Bommasandra, Karnataka and Bhiwadi Industrial area, Rajasthan are also in advanced stages of implementation. In addition to this, your Company is adding additional plant for the proposed new products at Doddaballapur Industrial area, Karnataka.

The order position from existing customers continues to be robust for cables. Non-automotive as well as aftermarket cable segments will add significant additional business, in this year. Your Company's plan to expand the product range is progressing steadily.

Your Directors expect another year of good performance for your Company.

DEMATERILIZATION OF SHARES:

As per the directives issued by the Securities and Exchange Board of India (SEBI), Shares of your Company are to be traded compulsorily in dematerialized form. Necessary arrangements have been made with National Securities Depository Limited (NSDL) and Central Depository Service Limited (CDSL) to facilitate dematerialization of Shares.

LISTING OF EQUITY SHARES:

Your Company's Shares continue to be listed at Stock Exchange Mumbai and at National Stock Exchange.

WHOLLY OWNED SUBSIDIARIES:

Global automotive scenario continues to be challenging. The performance of subsidiaries for the year gone by, have been tepid due to difficult market conditions and reduced volumes on existing contracts.

However, the outlook for the current and coming years looks bright in view of the new contracts received from marquee new

customers. These export businesses would be commercialized during this and next year and expected to give significant boost to the exports of automotive cables from the subsidiaries. A new plant to cater to these new contracts is in the advanced stage of implementation at the 100% EOU in Doddaballapur Indl. Area.

Gills Cables Limited has now changed its name to Suprajit Europe Limited. The consolidated sales of the subsidiaries were Rs. 4,637 Lacs against Rs. 5,059.38 Lacs previous year. The EBIDTA was Rs. 253 Lacs against Rs. 752.47 Lacs previous year. The Profit After Tax was Rs. (17 Lacs) against Rs. 273.46 Lacs previous year. The performances of the subsidiaries are expected to improve during this year.

DEPOSITS:

The Company has accepted deposits pursuant to the provisions of Section 58-A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the year.

INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The information as required under the above Section is given in Annexure and forms part of this Report.

INDUSTRIAL RELATIONS:

Relations with the employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team spirit displayed and support extended by the employees at all levels.

CORPORATE GOVERNANCE:

Your Company has implemented various measures of Corporate Governance aiming to assist the management of the Company and to meet the obligations to Shareholders and towards enhanced transparency. A report on Corporate Governance is given in Annexure and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

Your Directors confirm:

I. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

II. 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 ended 31st March, 2012 and of the Profit of the Company for that year.

III. that the Directors have taken proper and sufficient care for 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.

IV. that the Directors have prepared the Annual Accounts on a 'going concern' basis.

STATUTORY DISCLOSURES:

The Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the members of the Company and its Subsidiary Companies, seeking such information at any point of time. The Board of Directors has passed a resolution giving consent to not to enclose the Annual Accounts of Subsidiary Companies along with the Annual Report in accordance with the provisions of Circular No. 2 /2011 issued by Ministry of Corporate Affairs on 8th February 2011. Accordingly, a statement exhibiting brief financial details of the Company's Subsidiaries for the year ended 31st March, 2012 is included in the Annual Report. The Annual Accounts of the Subsidiary Companies will be kept for inspection by any member of the Company at its Registered office and also at the Registered office of the concerned Subsidiary Companies.

ADDITIONAL DISCLOSURES:

In line with the requirements of Listing Agreements and Accounting Standards, your Company has made additional disclosures in respect of Consolidated Financial Statements and Related Party disclosures.

SEGMENT REPORTING:

The Company has classified its products as Auto Components. Since the nature of activities are governed by the same set of risk and returns, these have been grouped as a domestic and export sales based upon geographical segment in the above disclosures.

DIRECTORS:

Mr. Surendra Kumar N Shah and Mr. B S Patil, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

Your Directors have inducted Dr. C Mohan as an Additional Director of the Company and subsequently appointed him as an Executive Director.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

INSURANCE COVERAGE:

The Board reports that your Company has adequately insured all the assets of the Company.

AUDITORS:

Messrs Varma & Varma, Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENT:

Your Directors wish to thank State Bank of India, Syndicate Bank, Citibank N.A. and ICICI Bank Limited for their continued support and assistance. Your Directors place on record their gratitude to the customers, distributors, vendors, shareholders and other acquaintances for their continued and valued support.

For and on behalf of the Board

Place : Bangalore K Ajith Kumar Rai

Date : 29th May, 2012 Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting their Twenty-Sixth Annual Report and the Audited Accounts of the Company for the Year ended 31st March, 2011.

FINANCIAL RESULTS:

Rs. in Lakhs Particulars 2010-11 2009-10

Gross Income 3 3,044.62 22,689.49

Profit before tax 4,264.84 3,206.36

Less: Provision for taxation 1,215.33 1,025.32

Profit after tax before - prior period adjustment

Current Tax relation to prior year -

Profit after tax 3,049.51 2,181.04

Add: Surplus from last year 2,087.13 1,701.93

Profit available for appropriation after adjustments prior period taxes 5,136.64 3,882.97

APPROPRIATIONS:

1 Interim Dividend 20% (last year interim 20% & Silver Jubilee dividend 25%) 240.04 270.04 Tax on interim Dividend (Net) 39.86 45.89

2 Proposed final Dividend 25% (last year 20%) 300.05 240.04

Provision for tax on Final Dividend 35.77 39.87

3 Transfer to General Reserve 2,300.00 1,200.00

4 Balance carried to Balance Sheet 2,220.92 2,087.13

DIVIDEND:

An Interim Dividend of Re. 0.20/- per Share of Re. 1/- each (20%) was declared and paid. In view of the good financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Re. 0.25 per Share of Re. 1/- each (25%). The total outgo, considering the interim dividend including taxation stands at Rs. 615.72 lakhs as against Rs. 595.84 lakhs (includes a Silver Jubilee onetime payment of Rs.150.02 lakhs) during the last year.

OPERATIONS:

The year gone by was a robust year for your Company both in sales and profitability. While the global automotive market continues to be sluggish, Indian auto industry probably had one of its best years, clocking a growth of 27%. This has augured well for Suprajit which grew faster than the industry at 46%. Your Company recorded a net income of Rs. 33,044.62 lakhs during the year 2010 -11 as against Rs. 22,689.49 lakhs during the year 2009-10, recording a growth of 45.64%. During the year 2010- 11, the Profit After Tax was Rs. 3,049.51 lakhs against Rs. 2,181.04 lakhs during the year 2009-10, recording a growth of 39.82%. The consolidated sales grew from Rs. 26,578.77 lakhs for the year 2009 - 10 to Rs. 37,917.32 lakhs for the year 2010-11, recording a growth of 42.66 %. The consolidated Profit AfterTax grew from Rs. 2,216.92 lakhs to Rs. 3,330.11 lakhs during the same period, a growth of 50.21 %.You

will note that your Companys growth has surpassed that ofthe automotive industry by a significant margin. This is largely due to improved market share with customers, significant growth in the non-automotive as well as aftermarket business.

During the year, the unit purchased at Bommasandra Industrial Area was operationalized to expand the activities of aftermarket business. Expansion of 100% EOU at Bommasandra and a 4 wheeler cable plant at Chakan have made good progress during the year, which will be operationalized in the current year. Another unit has been purchased in the Bommasandra Industrial area for further expansion of your Companys activities.

CURRENT YEAR:

The outlook for the current year looks promising. Although interest rates have risen, high inflation is a concern and commodity prices are hardening, auto industry is one ofthe key drivers of the economy. In a growing economy, the auto sector to which your Company belongs to, plays a significant role. Your Company expects to continue to surpass the industry growth in the days to come, barring unforeseen circumstances.

The capacities at most of the plants are fully utilized, giving little room for further growth. With Indian economy continuing to grow well, your Company now plans to expand its capacity from the planned 110 mn cables / year to 150 mn cables / year by next year. These expansion activities will be carried out in the existing units as well as recently acquired new units. Your Company has also acquired an additional land of 4.2 acres at Bhiwadi to setup its 4th plant in the North region.

Your Company has taken initial steps in expanding its product range and has launched a few products in the aftermarket. These products are expected to add to the overall business growth of the Company in the years to come.

DEMATERILISATION OF SHARES:

As per the directives issued by the Securities and Exchange Board of India (SEBI), Shares of your Company are to be traded compulsorily in dematerialized form. Necessary arrangements have been made with National Securities Depository Limited (NSDL) and Central Depository Service Limited (CDSL) to facilitate dematerialisation of Shares.

LISTING OF EQUITY SHARES:

Your Companys Shares continue to be listed on the Stock Exchange at Mumbai and at National Stock Exchange.

WHOLLY OWNED SUBSIDIARIES:

While domestic scenario looks robust, global automotive scenario continues to be challenging. The automotive market in the Western world is yet to recover from the melt down and is stabilizing at a much lower levels of sales. With this in the background, the performance of subsidiaries has been satisfactory, both of which operate in this environment. The combined sales of the subsidiaries has increased from Rs.4103.31 lakhs for the year 2009-10 to Rs. 5059.39 lakhs during the year 2010-11, recording a growth of 23.30 %. The Profit After Tax grew from Rs. (6.40) lakhs to Rs. 273.46 lakhs. The EBIDTA grew from Rs. 398.19 lakhs to Rs.752.47 lakhs, an increase of 88.97 %. It must be noted that Gills Cables is acting as a technical and commercial centre for the group and has a minimal manufacturing in line with the Groups plans. The current year for the subsidiaries appears to be satisfactory in line with the global automotive scenario.

DEPOSITS:

The Company has accepted deposits pursuant to the provisions of Section 58-A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the year.

INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The information as required under the above Section is given in Annexure and forms part of this Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

Information pursuant to Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of employees) Rules,1975 as amended:

SI Name Age Qualifi cation Designation Remune ration Experience Date of Previous No (Yea rs) & Nature of (Rs.) (Years) Joining Employ ment Duties

1. K.Ajith Kumar Rai 53 B.E.M. A.Sc Chairman & 22,714, 738 26 24.05. 85 Resear ch & (Canada) Managing Teac hing Director Assist ant, Techn ical Univer sity of Novasco tia, Canada

Notes:

1.Remuneration included Basic Salary, Allowances, Incentives, Commission, Companys contribution to PF, Superannuation Fund and

taxable value of perquisites.

2. The appointment is contractual.

3. The Shareholding of Mr. K. Ajith Kumar Rai (along with his spouse) in the Company is 60,402,544 Shares (50.33%). None of the other employees own more than 2% of Shares in the Capital of the Company as on 31st March, 2011.

INDUSTRIAL RELATIONS:

Relations with the employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team spirit displayed by the employees at all levels.



CORPORATE GOVERNANCE:

YourCompany has implemented various measuresof Corporate Governance aiming to assist the management of the Company and to meet the obligations to Shareholders and towards enhanced transparency. A report on Corporate Governance is given in Annexure and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

Your Directors confirm:

I. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

II. 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 ended 31 st March, 2011 and of the profit of the Company for that year.

III. that the Directors have taken proper and sufficient care for 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,

IV. that the Directors have prepared the Annual Accounts on a going concern basis.

STATUTORY DISCLOSURES:

The Annual Accounts of the subsidiary companies and the related detailed information will be made available to the members of the Company and its subsidiary companies, seeking such information at any point of time. The Board of Directors has passed a resolution giving consent to not to enclose the Annual Accounts of Subsidiary Companies along with the Annual Report in accordance with the provisions of Circular No. 2 /2011 issued by Ministry of Corporate Affairs on 8th February 2011. Accordingly a statement exhibiting brief financial details of the Companys subsidiaries for the year ended 31st March, 2011 is included in the Annual Report. The Annual Accounts of the subsidiary Companies will be kept for inspection by any member of the Company at its Registered Office and also at the Registered Office of the concerned subsidiary companies.

ADDITIONAL DISCLOSURES:

In line with the requirements of Listing Agreements and Accounting standards, your Company has made additional disclosures in respect of Consolidated Financial Statements and Related Party disclosures.

SEGMENT REPORTING:

The Company has classified its products as Auto Components. Since the nature of activities are governed by the same set of risk and returns, these have been grouped as a domestic and export sales based upon geographical segment in the above disclosures.

DIRECTORS:

Mr. M. Jayarama Shetty and Mr. Diwakar S Shetty, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

During the year under review, your Board of Directors reluctantly accepted the resignation of Mr. M.R.B Punja, Chairman, who resigned due to advancing age. Mr. Punja, former Chairman of IDBI and Chairman and Director on many large listed and unlisted corporates, has been heading the Board of Suprajit from 14th April 1995 and has been guiding and advising the Company in innumerable ways. His advice and guidance to the Company, all these years has helped the Company in taking many critical decisions. The Directors place on record their deep appreciation and gratitude for the yeoman services rendered by Mr. Punja.

The Board considered the extensive experience and services of Mr. K Ajith Kumar Rai, Chief Promoter, and approved his elevation to the office of "Chairman"and appointed Mr. K. Ajith Kumar Rai, Vice Chairman as Chairman in place of Mr. M R B Punja.

Your Directors have inducted Mr. Suresh Shetty as Director of the Company in the casual vacancy created by cessation of Office of Director by Mr. M.R.B. Punja. Mr. Shetty is a well- known Management Consultant and a Chartered Accountant by qualification and is an advisor to many Auto Ancillaries. He brings to the Board his rich experience in Financial Management and Investment banking.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

INSURANCE COVERAGE:

The Board reports that your Company has adequately insured all the assets of the Company.

AUDITORS:

Messrs Varma & Varma, Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENT:

Your Directors wish to thank Syndicate Bank, Citibank N.A. and State Bank of India for their continued support and assistance. Your Directors place on record their gratitude to the customers, distributors, vendors, employees, shareholders and other acquaintances for their continued and valued support.

For and on behalf of the Board

Place: Bangalore K. Ajith Kumar Rai Date: 30th May, 2011 Chairman & Managing Director


Mar 31, 2000

The Directors have pleasure in presenting their Fifteenth Annuai Report and the Audited Accounts of the Company for the year ended 31st March 2000.

FINANCIAL RESULTS: (Rs. in lakhs)

1999-2000 1998-99

Gross Income 2574.43 2001.94

Profit before interest, 434.24 348.95 depreciation and tax

Less:

Interest 56.85 70.54

Depreciation 78.49 73.04

Profit before tax 298.90 205.36

Less:

Provision for Income Tax 96.38 51.35

Profit after Tax 202.52 154.01

Add:

Surplus brought forward from last year 63.70 61.33

Less:

Provision for Income Tax 0.66 7.95 for earlier years

Profit available for appropriations after adjustment of earlier year 265.56 207.39

APPROPRIATIONS:

a) Interim dividend @ 24% 66.98 --

Tax on Interim Dividend 7.36 --

b) Proposed Final Dividend @ 6% 16.74 66.98 (24% previous year)

Tax on Final Dividend 3.68 6.69

c) Transferred to General Reserve 100.00 70.00

d) Balance carried to Balance Sheet 70.80 63.70

DIVIDEND:

An interim dividend of 24% (Rs. 2.40 per equity share of Rs. 10/- each) has been paid for the year. Your Directors have pleasure in recommending final dividend of 6%, making total dividend for the year at 30%. (Rs. 3.00 per equity share of Rs. 10/- each).

OPERATIONS:

Automotive industry witnessed a turnaround during the year. While four wheeler / heavy vehicles segment recorded growth of 28%, two / three wheelers had a growth of 11% over the previous year.

Your Company recorded a gross income of Rs. 2574.43 lakhs as against Rs. 2001.94 lakhs during 1998-99 recording an increase of 28%. Profit before interest, depreciation and tax increased by 24% from Rs. 348.95 lakhs to Rs. 434.24 lakhs. The net profit amounted to Rs. 202.50 lakhs against Rs. 154.01 lakhs recording an increase of 31%.

During the year, exports increased to Rs. 39.41 lakhs against Rs. 14.69 lakhs of previous year. Speedometer division added sales of Rs. 445.54 lakhs against Rs. 291.09 lakhs of previous year.

Your Directors have pleasure in informing you that the growth rate of your Company has surpassed that of the industry on a year to year basis for the past many years.

CURRENT YEAR:

Your Company, during the current year would focus on consolidation combined with growth. The order position for both Cable as well as Speedometer division is satisfactory.

Your Company is in the process of expanding capacities of the Cable Division and adding balancing equipments at the Speedometer Division during the year. The Directors are confident that your Company will grow at a healthy rate and will perform satisfactorily during the current year.

SUBSIDIARY COMPANIES:

Your Directors have pleasure in informing that the Company has made a major investment in the equity capital of Information Technology solution providing Company - Winners Computer Services Private Limited. The investment is scheduled in a phased manner. As of 31st March 2000 your Company has invested Rs. 84.15 lakhs to acquire 51% share holding in Winners making it a subsidiary of your Company. Your Company has also committed to make additional investments in the equity of the Company to expand its operations.

Winners has an attractive business model. The Directors are confident that investment made in the subsidiary will add to shareholder values and benefit in the years to come. Subsequent to the majority shareholding in the subsidiary, the name of the Company is being changed to SUPRAWIN TECHNOLOGIES LIMITED.

The Audited Accounts together with the statement as required under Section 212 of the Companies Act, 1956 of Suprajit Chemicals Private Limited and Winners Computer Services Private Limited are attached to this Annual Report. The subsidiaries have performed satisfactorily.

DEPOSITS:

The Company has accepted deposits of Rs. 7.14 lakhs pursuant to provisions of Section 58-A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 during the year. As on 31st March 2000, there was no outstanding deposit due for payment.

INFORMATION PURSUANT TO SECTION 217(l)(e) OF THE COMPANIES ACT, 1956.

The information as required under the above section is given in Annexure and forms part of this Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

The information as required under the above section is given in Annexure and forms part of this Report.

INDUSTRIAL RELATIONS:

The relations with employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team spirit displayed by the employees at all levels.

DIRECTORS:

Mr. M.R.B. Punja retires by rotation and being eligible, offers himself for re- appointment.

Mr. Diwakar S Shetty tendered. his resignation from the Board during the year. The Board has accepted the resignation and wishes to record its appreciation of valuable services rendered by Mr. Diwakar S Shetty to the Company during his tenure as Director of the Company.

AUDITORS:

Messrs. T.R. Varadarajan & Associates, Chartered Accountants, retire as Auditors of the Company and, being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENT:

Your Directors wish to thank Syndicate Bank, KSFC, IDBI Bank Ltd. Canara Bank and KSIIDC for their continued support and assistance. Your Directors also wish to place on record their gratitude to the customers, distributors, dealers, vendors and investors for their continued and valued support.

For and on behalf of the Board

Place: Bangalore M.R.B.PUNJA

Date: 25th May 2000 Chairman

 
Subscribe now to get personal finance updates in your inbox!