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Directors Report of Surana Telecom and Power Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25 th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company during the year is summarized below.

Consolidated Results Particulars 2013-14 2012-13

Sales and other Income 320,250,814 267,877,316

Profit before Depreciation and Interest 130,278,263 148,524,248

DEDUCT :

Depreciation 81,598,100 93,573,755

Interest and Finance Cost 39,570,632 3,765,0165

Profit for the year 6,399,400 15,731,912

Prior Period Adjustment - 682,637

Profit before Taxation 6,399,400 16,414,549

Provision for Taxation : Income Tax 250,000 2,700,000

Deferred Tax (857,000) (1,388,000)

Profit after Tax 7,006,400 15,102,549

Surplus brought forward from previous year 199,273,557 203,877,433

Balance available for appropriation 206,394,254 218,979,982

APPROPRIATION:

Dividend 12,482,640 12,482,640

Tax on Dividend 2,121,500 2,121,500

Transfer to General Reserves 5,000,000 5,000,000

Balance c/f to Balance Sheet 186,790,114 199,375,842

TOTAL 206,394,254 218,979,982

(Rs. in Lakhs)

Standalone Results

Particulars 2013-14 2012-13

Sales and other Income 319,828,783 267,877,316

Profit before Depreciation and Interest 130,554,159 148642673

DEDUCT :

Depreciation 81,598,100 93,573,755

Interest and Finance Cost 39,562,369 37,649,593

Profit for the year 6,683,559 15,850,908

Prior Period Adjustment - 682,637

Profit before Taxation 6,683,559 16,533,545

Provision for Taxation : Income Tax 250,000 2,700,000

Deferred Tax (857,000) (1,388,000)

Profit after Tax 7,290,559 15,221,545

Surplus brought forward from previous year 199,634,697 204,017,292

Balance available for appropriation 206,925,256 219,238,837

APPROPRIATION:

Dividend 12,482,640 12,482,640

Tax on Dividend 2,121,500 2,121,500

Transfer to General Reserves 5,000,000 5,000,000

Balance c/f to Balance Sheet 187,321,117 199,634,697

TOTAL 206,925,256 219,238,837

PERFORMANCE

During the year under review, the Income from Operations is Rs. 297,827,736 as against Rs. 222,033,545 for the corresponding previous year. The Profit Before Tax stood at Rs. 6,683,559 as against Rs. 16,533,545 for the previous year. The Profit After Tax stood at Rs. 7,290,559 as against Rs. 15,221,545 for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2014 is Rs.0.35 as against Rs. 0.73 for the corresponding previous year ended 31.03.2013.

SUBSIDIARIES

Currently your Company is having 3 subsidiaries as mentioned below:

* M/s Globecom Infotech Private Limited

* M/s Celestial Solar Solutions Private Limited

* M/s Surana Solar Systems Private Limited

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 08.05.2013 approved the Audited Consolidated Financial Statements for the financial year 2013-14 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report.

The annual accounts, financial statements and related detailed information of Company''s Subsidiaries are available on the website of the Company and the same shall also be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Company for the financial year 2013-14. A statement of summarized financials of all subsidiary including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

OPERATION:

Solar Power Projects situated at Charnaka Village, Gujarat is operating Sucessfully. During the year under review, the Capacity Utilisation Factor (CUF) is 18% which is at par with the Industry Standard.

M/s Surana Solar Systems Private Limited, the Company''s subsidiary initiated to set up 5 MW Solar PV Grid Connected Power plant at Shankapur, Medak Dist, Telangana. The subsidiary has purchased land for the said project and has received power evacuation approval. The project is expected to be commissioned during the financial year 2014-15.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 12% amounting to Rs 12,482,640 for the year ended 31st March 2014. This will entitle an out flow of Rs 14,604,140 including dividend tax.

RESERVES

During the year the Company has transferred an amount of Rs 50 lakhs to General Reserves Account.

FIXED DEPOSITS

The Company had not accepted any deposits and consequently no deposits had matured / become due for re-payment as on 31st March, 2014.

DIRECTORS

In accordance of the provision of Companies Act, 2013 and Articles of Association of the Company, Shri. Devendra Surana, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Shri. Baunakar Shekarnath was appointed as Additional Whole Time Director on 09.01.2014 and is hereby proposed to be regularized as Whole Time Director of the Company.

Shri. Ranjan Francis ceased to be a Director from the Board of the Company w.e.f 29.09.2013.The Board records its appreciation & recognition of the valuable contribution and services rendered by Shri. Ranjan Francis.

With the enactment of the Companies Act, 2013 it is now incumbent upon every listed Company to appoint ''Independent Directors'' as defined in section 149 of the Act, which has been notified w.e.f 01.04.2014, who are not liable to retire by rotation and shall hold office for term of 5 consecutive years. Accordingly it is proposed to appoint Shri. D Venkatasubbiah, Shri Dr. R N Sreenath and Shri. Nirmal Kumar Jain whose office shall not be liable to retire by rotation at the ensuing Annual General Meeting of the Company The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Annual Report.

AUDITORS

M/s. Sekhar & Co, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re-appointment. The Company is in receipt of confirmation from M/s Sekhar & Co that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the Section 139, 142 and other applicable provision of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014.

COST AUDITORS

As per the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Report along with Cost Compliance Report for the financial year 2013-14 in XBRL format.

The Board of Directors, subject to the approval of the Central Government, re-appointed M/s BVR & Associates, Cost Accountants, holding certificate of practice No.16851, as a Cost Auditor for conducting the Cost Audit for the financial year 2014-15. Subject to section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 issued by the MCA, the Audit Committee recommended their re-appointment.

The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed pursuant to the section 141 of Companies Act, 2013.

PARTICULARS OF EMPLOYEES

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs.60,00,000 per annum or Rs.5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

ISO 9001-2000 CERTIFICATION

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the foundation for its ethical and value- based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC

Information on Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure A forming part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or Loss of the Company for the year under review;

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 Accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

APPRECIATION

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company''s endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad NARENDER SURANA Date : 08.08.2014 CHAIRMAN


Mar 31, 2013

To The Members

The Directors have pleasure in presenting the 24th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS

The fi nancial performance of the Company during the year is summarized below.

(Rs.in Lakhs) Consolidated Standalone Particulars Results Results 2012-13 2011-12 2012-13 2011-12

Sales and other 2,678.77 1,288.86 2,678.77 1,288.86 Income

Profi t before

Depreciation and 1,483.18 338.45 1,484.37 339.00

Interest

DEDUCT :

Depreciation 951.42 255.63 951.42 255.63

Interest and Finance 374.44 36.00 374.44 36.00

Cost Profit for the year 157.32 46.82 158.51 47.38

Prior Period 6.83 2.91 6.83 2.91

Adjustment

Profit before 164.15 49.73 165.34 50.29

Taxation

Provision for

Taxation : Income

Tax 27.00 27.00

Deferred Tax (13.88) (18.60) (13.88) (18.60)

Profi t after Tax 151.03 68.33 152.22 68.89

Surplus brought forward from 2,038.77 2,141.34 2,040.17 2,142.18 previous year

Balance available for 2,189.80 2,209.67 2,192.39 2,211.07 appropriation

APPROPRIATION:

Dividend 124.83 104.02 124.83 104.02

Tax on Dividend 21.22 16.88 21.22 16.88

Transfer to General 50.00 50.00 50.00 50.00

Reserves

Balance c/f to 1,993.76 2,038.77 1,996.35 2,040.17

Balance Sheet

TOTAL 2,189.80 2,209.67 2,192.39 2,211.07

OPERATIONS

During the year under review, the Income from Operations is Rs.2,220.34 Lakhs as against Rs.1,105.00 Lakhs for the corresponding previous year. The Profi t Before Tax stood at Rs. 165.34 Lakhs as against Rs. 50.29 Lakhs for the previous year. The Profi t After Tax stood at Rs.152.22 Lakhs as against Rs. 68.89 Lakhs for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2013 is Rs.0.73 as against Rs. 0.33 for the corresponding previous year ended 31.03.2012.

SUBSIDIARIES

During the year under review M/s. Celestial Solar Solutions Private Limited became the subsidiary of the Company w.e.f 28.01.2013 and M/s Surana Solar Systems Private Limited became the subsidiary of the company w.e.f 10.06.2013. Currently your Company is having the subsidiaries as mentioned below:

- M/s Globecom Infotech Private Limited

- M/s Celestial Solar Solutions Private Limited

- M/s Surana Solar Systems Private Limited

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfi lling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 08.05.2013 approved the Audited Consolidated Financial Statements for the fi nancial year 2012-13 in accordance with the Accounting Standard (AS–21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include fi nancial information of all its subsidiaries, and forms part of this report.

The annual accounts, fi nancial statements and related detailed information of Company''s Subsidiaries are available on the website of the Company and the same shall also be made available to members on request and are open for inspection at the Registered Offi ce of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the fi nancial statements of its subsidiary Company for the fi nancial year 2012-13. A statement of summarized fi nancials of all subsidiary including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Offi ce, forms part of this report.

FUTURE PROJECT INITIATIVES:

Solar Power Projects situated at Charnaka Village, Gujarat is operating Sucessfully. During the year under review, the Capacity Utilisation Factor (CUF) is 18% which is at par with the Industry Standard.

M/s Surana Solar Systems Private Limited, the Company''s subsidiary initiated to set up 5 MW Solar PV Grid Connected Power plant at Shankapur, Medak Dist, A.P. The subsidiary has purchased land for the said project and has received power evacuation approval. The total project cost is expected to be Rs.28 Crores and the plant is estimated to generate about 80 lakhs units per year. The Company has entered Power Purchase Agreement for sale of power and the project is entitled for REC benefi ts. The project is expected to commissioned by 30th September 2013.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 12% amounting to Rs.1.25 crores for the year ended 31st March 2013. This will entitle an out fl ow of Rs.1.46 crores including dividend tax.

RESERVES

During the year the Company has transferred an amount of Rs 50 lakhs to General Reserves Account.

FIXED DEPOSITS

The Company had not accepted any deposits and consequently no deposits had matured / become due for re-payment as on 31st March, 2013.

DIRECTORS

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri. Narender Surana and Shri. M. S. Nirmal Kumar Jain, Directors of the Company will retire by rotation at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment.

Shri. Sanjay Kumar Sanghi ceased to be a Director from the Board of the Company w.e.f 28.04.2012.The Board records its appreciation & recognition of the valuable contribution and services rendered by Mr. Sanjay Kumar Sanghi.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Annual Report.

AUDITORS

M/s. Sekhar & Co, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and eligible for re-appointment. The Company is in receipt of confi rmation from M/s Sekhar & Co that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specifi ed in Sub-section (1B) of Section 224 of the Companies Act, 1956.

COST AUDITORS

As per the Companies (Cost Accounting Records) Rules 2011, the Company fi led the Cost Audit Report along with Cost Compliance Report for the fi nancial year 2011-12 in XBRL format.

The Board of Directors, subject to the approval of the Central Government, re-appointed M/s BVR & Associates, Cost Accountants, holding certifi cate of practice No.16851, as a Cost Auditor for conducting the Cost Audit for the fi nancial year 2013-14. Subject to the compliance with all the requirements as stipulated in Circular no.15/2011 dated 11th April 2011 and No. 36/2012 dated 6th November 2012 issued by the MCA, the Audit Committee recommended their re-appointment.

The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs.60,00,000 per annum or Rs.5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

CREDIT RATING

CRISIL has upgraded its rating outlook on the long-term bank facilities of Surana Telecom and Power Limited (STPL) to ''BBB-/Stable'' from ''BB /Stable'' and the rating on the short-term facilities to ''A3'' from ''A4 ''. The rating upgrade is driven by improvement in STPL''s credit risk profi le with the successful commercialisation of its 5 MW solar power plant resulting in a substantial improvement in its financial risk profile. CRISIL believes that the company would maintain its healthy fi nancial risk profi le in the absence of any major debt-funded capex plan and management''s conservative fi nancial policy.

The ratings refl ect STPL''s Healthy fi nancial risk profi le, marked by low gearing and healthy net worth, and promoter''s experience in the power and related sectors. CRISIL believes that STPL will maintain its business risk profi le over the medium term, supported by stabilisation of operations at its solar power plant. The table mentioned below is the credit rating history of the Company:

Date Long-Term Fixed Deposit Short-Term Rating watch/Outlook

24.05.2013 CRISIL BBB- - CRISIL A3 Stable

12.04.2012 CRISIL BB - CRISIL A4 Stable

07.03.2011 BB - P4 Negative

01.12.2009 BBB - P3 * Stable

ISO 9001-2000 CERTIFICATION

Your Company continues to hold ISO 9001-2000 Certi- fi cation by meeting all the requirements of Certifi cation from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certifi cate on its compliance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the foundation for its ethical and value- based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC

Information on Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure A forming part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confi rmed:

i. That in the preparation of the accounts for the fi nancial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 Profi t or Loss of the Company for the year under review;

iii. That the Directors have taken proper and suffi cient 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 Accounts for the fi nancial year ended 31st March, 2013 on a ''going concern'' basis.

APPRECIATION

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company''s endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad NARENDER SURANA

Date : 30.07.2013 CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting the 23rd Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31.03.2012 is summarized below.

(Rs. in Lakhs) Consolidated Standalone Particulars Results Results

2011-12 2010-11 2011-12 2010-11

Sales and other 1288.86 7,711.82 1288.86 7,711.82 Income

Profit before

Depreciation and 338.45 504.85 338.99 505.24 Interest

DEDUCT :

Depreciation 255.63 220.16 255.63 220.16

Interest and Finance 36.00 148.51 36.00 148.51

Cost

Profit for the year 46.82 136.18 47.38 136.57

Prior Period 2.91 (2.51) 2.91 (2.51)

Adjustment

Profit before

taxation 49.73 133.67 50.29 134.06

Taxation

Provision for

Taxation : Income - 25.00 - 25.00

Tax

Deferred Tax (18.60) (9.04) (18.60) (9.04)

Profit after Tax 68.33 117.71 68.89 118.09

Surplus brought

forward from 2141.34 2,194.93 2142.18 2,195.38

previous year

Balance available for 2209.67 2,312.64 2211.07 2,313.48

appropriation

APPROPRIATION:

Dividend 104.02 104.02 104.02 104.02

Tax on Dividend 16.88 17.28 16.88 17.28

Transfer to General 50.00 50.00 50.00 50.00 Reserves

Balance c/f to 2038.77 2,141.34 2040.17 2,142.18

Balance Sheet

TOTAL 2209.67 2,312.64 2211.07 2,313.48

OPERATIONS

During the year under review, the Income from Operations is Rs. 1105.00 Lakhs as against Rs. 6244.52 Lakhs for the corresponding previous year. The Profit Before Tax stood at Rs. 50.29 Lakhs as against Rs. 134.06 Lakhs for the previous year. The Profit After Tax stood at Rs. 68.89 Lakhs as against Rs. 118.09 Lakhs for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2012 is Rs. 0.33 as against Rs. 0.57 for the corresponding previous year ended 31.03.2011. The drop in turnover and consequential drop in PAT is due to company's exit from telecom and power cable business. The turnover was mainly contributed from sale of aluminum rods, solar & wind power. Inspite of substantial drop in turnover, the company earned net profit of Rs. 68.89 lacs as against Rs. 118.09 lacs for the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 28.04.2012 approved the Audited Consolidated Financial Statements for the financial year 2011-12 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report.

The annual accounts, financial statements and related detailed information of Company's subsidiary M/s Globecom Infotech Private Limited are available on the website of the Company and the same shall also be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Company for the financial year 2011-12. A statement of summarized financials of subsidiary including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

SOLAR POWER PROJECT:

During the year under review, the Company commissioned Solar Power Plant with 5 MW capacity at Charanka Village, Santalpur Taluk, Patan District, Gujarat. The plant was commissioned within the control period on 16.01.2012. The grid connected to the Power Project was ready only on 04.03.2012 and as such the power project started supply of power to the grid from 04.03.2012.

FUTURE PROJECT INITIATIVES:

The year 2011-12 was a year of transitional period for the company as it made exit from the business of Telecom Products and Power Cable and entered into business of Solar Power Generation.

For the forecast period 2012-13, the company plans to continue with existing business of manufacturing Aluminum Rods. The company has further commenced the manufacture of the solar panels for off-grid application at Hardware Park. However the main focus of the company will be on the installation of Solar Power Projects in different parts of the country depending upon the Solar Policies of different State Governments, NVVN and under REC Mechanism.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 10% amounting to Rs.1.04 crores for the year ended 31st March 2012. This will entitle an out flow of Rs.1.21 crores including dividend tax.

RESERVES

During the year the Company has transferred an amount of Rs.50 lakhs to General Reserves Account.

FIXED DEPOSITS

The Company had not accepted any deposits and consequently no deposits had matured / become due for re-payment as on 31st March, 2012.

DIRECTORS

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Dr R.N. Sreenath and Shri D.Venkata Subbiah, Directors of the Company will retire by rotation at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment.

Shri. N. Rajan Francis who was appointed as Additional Director on 30.07.2012 is hereby proposed to be appointed as Director and thereafter as Whole Time Director of the Company.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Annual Report.

AUDITORS

M/s. Sekhar & Company, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Company is in receipt of confirmation from M/s Sekhar & Company that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs.60,00,000 per annum or Rs.5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

CREDIT RATING:

CRISIL has upgraded its rating outlook on the long-term bank facilities of Surana Telecom and Power Limited (STPL) to 'Stable' from 'Negative', while reaffirming the rating at 'CRISIL BB '; the rating on the short-term facilities has been reaffirmed at 'CRISIL A4 '. The up gradation in STPL's outlook reflects commissioning of, and stabilization of operations at STPL's 5 megawatt- (MW) solar power plant at Patan District (Gujarat). The company commissioned the project on January 16, 2012, without any time overrun. The project cost was about Rs.560 million, as against the previous estimate of Rs.630 million. The project was funded in a conservative debt- equity mix of 47:53. The revision also reflects CRISIL's belief that STPL will prudently fund its growth plans to keep it gearing below 1 time over the medium term. With constant changes in business models over the past eight years, any aggressive shift in STPL's core business could adversely affect its credit risk profile. The table mentioned below is the credit rating history of the Company:

Date Long- Fixed Short- Rating watch/ Term Deposit Term Outlook

CRISIL - CRISIL Stabie 12.04.2012 bb - A4

07.03.2011 BB - P4 Negative

01.12.2009 BBB - P3 * Stable

ISO 9001-2000 CERTIFICATION

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or Loss of the Company for the year under review;

(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 Accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC

Information on Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

APPRECIATION

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company's endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad Narender Surana

Date : July 30, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2010.

SCHEME OF ARRANGEMENT

During the year under review, the Solar Division of the Company has been demerged with the Company and merged with M/s Surana Ventures Limited. The Scheme of arrangement was sanctioned by the Honble High Court of A.P. vide its order dated 28.06.2010. The Scheme became effective on 28.07.2010 and the appointed date of the Scheme is 01.10.2009. The Scheme of arrangement was for the purpose of re-organising the Company for greater focus in the various activities of the Company, accelerate growth, improve profitability, ensure better operational management and focus on accelerated growth of individual units so as to ensure higher returns to the shareholders, creditors, employees and is also in general public interest.

Consequent upon the demerger of the Solar Division, the shareholders of the Company shall be allotted equity shares of M/s Surana Ventures Limited in the ratio of 3 equity shares of Rs.10/- each of M/s Surana Ventures Limited for every 4 equity shares of Rs. 5/- each held by them in the Company. The share swap ratio has been determined based on the valuations done by M/s. CNGSN & Associates, independent Chartered Accountants, M/s. Sekhar & Co, Statutory Auditors of the Company and the fairness opinion issued by M/s Fortune Financial Services (India) Limited, a SEBI authorised Merchant Banker

FINANCIAL RESULTS

The assets and liabilities of the Solar Division and its operating results have not been incorporated in the Companys books with effect from 01.10.2009 (Appointed Date). As the results for the financial year 2009-10 does not include the figures of erstwhile Solar Division from appointed date, therefore to that extent are not comparable with the figures for 2008-09. The financial performance of the Company for the year ended 31.03.2010 is summarized below.

(Rs. in Lakhs)

Standalone Consolidated Results Results

2010 2009 2010 2009

Sales and other Income 5121.71 9534.05 5121.71 9534.05

Profit before Depreciation and Interest 558.05 638.06 558.05 638.06

DEDUCT:

Depreciation 241.26 223.56 241.26 223.56

Interest 185.88 99.62 185.88 99.62

Profit for the year 131.36 314.88 130.91 314.88

Provision for Taxation : Income Tax 18.00 32.00 18.00 32.00

Fringe Benefit Tax - 4.80 - 4.80

Deferred Tax (3.98) 2.49 (3.98) 2.49

Profit after Tax 114.93 282.00 114.48 282.00

Share in net assets of companies no longer consolidated - - 38.66 -

Share in net assets of Associates - - - (38.66)

Surplus brought forward from previous year 2401.75 2402.30 2363.09 2402.30

Balance available for appropriation 2,516.68 2,684.30 2,516.23 2,645.64

APPROPRIATION:

Dividend 104.02 156.03 104.02 156.03

Tax on Dividend 17.27 26.52 17.27 26.51

Transfer to General Reserves 2000.00 100.00 200.00 100.00

Balance c/f to Balance Sheet 2195.38 2401.75 2194.93 2363.10

TOTAL 4316.67 2684.30 2516.22 2645.64



OPERATIONS:

The year under review was a transformational year for the Company. In the light of demerger of its Solar Division, the Company has to refocus and reorganize its operations to ensure growth and profitability. In view of the same it proposes to strengthen its business in Power Cables, Aluminium CC Rods and Telephone Cables and to venture into new areas of growth and profitability

TRANSFER OF COMPANYS PROPERTY

The Company has entered into Memorandum of Understanding for transfer/surrender of vacant land admeasuring approx. 16,000 Sq.Mts out of 31,726 Sq.Mts bearing Plot Nos.12 & 16 from Plot bearing Nos. 12,13, 14, 15 & 16 in the property known as Pilerne Industrial Estate bearing Survey No.85 of Marra Village within the village Panchayat limits of Pilerne, Marra Taluq Bardez, District North-Goa. The Company shall also enter into tripartite deed of lease with Goa Industrial Development Corporation enabling the Corporation to transfer the property to the said Company.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 10% amounting to Rs 1.04 crores for the year ended 31st March 2010. This will entitle an out flow of Rs 1.21 crores including dividend tax

RESERVES

During the year the Company has transferred an amount of Rs 2.00 crore to General Reserves Account.

FIXED DEPOSITS

The Company had not accepted any deposits and consequently no deposits had matured/become due for re-payment as on 31st March, 2010.

JOINT VENTURE COMPANY

During the year under review, the Company entered into a Joint Venture Agreement with M/s EC

Distribution Limited (ECDL), Bangladesh to form a special purpose vehicle/JV by name "Radiant Alliance Limited" for the purpose of establishing and operating a Solar PV Module manufacturing plant in Bangladesh with an installed capacity of 10 MW.

DIRECTORS

In view of restructuring of the Company pursuant to the Scheme of arrangement as approved by the Honble High Court of Andhra Pradesh vide its order dated 28.06.2010, the Board of Directors unanimously resolved to reconstitute the Board in such a manner that there would be an optimum combination of professional and expert Board to suit the business requirements of the Company according to its Business Plan for the forthcoming years.

Shri M V Jeshwanth Rao was appointed as Additional Director on 24.10.2009. Shri Nirmal Kumar Jain and Shri D.Venkatasubbiah were appointed as Additional Directors of the Company on 07.08.2010. Shri Sanjay Kumar Sanghi, has been inducted into the Board of the Company as Wholetime Director and designated as Director-Operations of the Company on 07.08.2010. He has rich experience of over 20 years in the fields of administration, sales and marketing which would enhance the Companys growth and profitability.

The brief profile of the Directors seeking reappointment and appointment at the ensuing Annual General Meeting is being annexed to the Corporate Governance Report.

Shri O. Swaminatha Reddy, Shri R.Surender Reddy, Shri S.R.Vijayakar and Shri S.Balasubramanian have resigned w.e.f 08.08.2010. Shri Narender Surana, Managing Director of the Company has resigned from the office of Managing Director with effect from 08.08.2010 and continues to be the Director of the Company. Shri Manish Surana was appointed as Executive Director on the Board of the Company at their meeting held on 24.10.2009 for a period of 3 years. He resigned as Director w.e.f 08.08.2010.

The composition of Board w.e.f 08.08.2010 is as follows:

Sl. Name of the Designation

No. Director

1. Shri G.M.Surana Non-executive Director

2. Shri Narender Surana Executive Director

3. Shri Devendra Surana Executive Director

4. Shri Sanjay Kumar Sanghi Director-Operations

5. Dr. R.N. Sreenath Independent Director

6. Shri M V Jeshwanth Rao Independent Director

7. Shri Nirmal Kumar Jain Independent Director

8. Shri D.Venkatasubbiah Independent Director

The Board wishes to place on record its appreciation for the contributions made by Shri O. Swaminatha Reddy, Shri R. Surrender Reddy, Shri S.R. Vijayakar, Shri Manish Surana and Shri S. Balasubramanian during their tenure on the Board of the Company.

AUDITORS

M/s. Sekhar & Company, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Company that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

During the period under review, there are no employees covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975.

Ms. Vinita Surana, relative of Shri Narender Surana, Director of the Company who was promoted to "G.M. Finance" on 26.10.2008 with a remuneration of Rs.40,000/- per month resigned from office w.e.f 08.08.2010.

INSURANCE

The Properties and Assets of your Company are adequately insured.

ISO 9001-2000 CERTIFICATION

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or Loss of the Company for the year under review;

(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 Accounts for the financial year ended 31st March, 2010 on a going concern basis.

Auditors Observations:

The observation reported in para 4(e)(1) regarding the provision for loss of goods, your company filed

suit against the parties for recovery of the amount of US $ 5,73,700 with Honble High Court of Mumbai consequent to which the High Court directed the parties to furnish Bank Guarantee to the Court for an amount of Rs. 3,33,90,180/-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditors Certificate on its compliance.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC

Information on Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of

particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

APPRECIATION

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Companys endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.



for and on behalf of the Board of Directors

Place : Secunderabad G. Mangilal Surana

Date :07.08.2010 Chairman





 
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