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Annual Report 2008-09
Sona Koyo Steering Systems Ltd.
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Contents
1
Chairmans Letter
Board of Directors
Management Discussion & Analysis
Corporate GovernanceAdditional Shareholder Information
Directors Report
Auditors Report
Financials
Auditors Report (Consolidated)
Financials (Consolidated)
Report
2
4
6
1528
35
39
42
65
66
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Chairmans Letter
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Board of Directors
4
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BOARD OF DIRECTORS
COMPANY SECRETARY
EXECUTIVE MANAGEMENT
OPERATING MANAGEMENT
TECHNICAL PARTNERS
AUDITORS
BANKERS
REGISTRAR & TRANSFER AGENT
REGISTERED OFFICE
WORKSWORKS
5
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Management Discussionand Analysis
6
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Chart A: Average global crude prices
USD/ barrel
55
152
63
3045607590
105120135150
Apr-07
Jun-07
Aug-07
Oct-07
Dec-07
Feb-08
Apr-08
Jun-08
Aug-08
Oct-08
Dec-08
Feb-09
Apr-09
Chart B: Steel Price Inflation
74%
33%
0%
15%30%
45%
60%
75%
90%
Apr-0
7
Jul-0
7
Oct-0
7
Jan-08
Apr-0
8
Jul-0
8
Oct-0
8
Jan-09
Apr-0
9
%
tobasepriceJan'07
Chart C :Yen Exchange rate for one Rupee
1.98
2.82
1.5
1.71.9
2.1
2.3
2.52.7
2.9
3.1
Apr-07
Jul-0
7
Oct-07
Jan-08
Apr-08
Jul-0
8
Oct-08
Jan-09
Apr-09
Chart D :Rupee Exchange rate for one USD
42
49
35
40
45
50
55
60
Apr-07
Jul-0
7
Oct-07
Jan-08
Apr-08
Jul-0
8
Oct-08
Jan-09
Apr-09
Chart E : Indian Passenger Car Exports (No.)
72005
129291
166402 175572198452
218418
335739
0
100000
200000
300000
400000
2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09
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Chart F : Domestic Passenger Car Sales (No.)
707198
9020961061572
1143076
13799791547985 1551880
0
400000
800000
1200000
1600000
2000000
2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09
Chart G : Sona Koyo's Gross Sales (In Rs. Million)
2188
28693629
4092
7042
8274 8100
0
2000
4000
6000
8000
10000
2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09
Chart H : Sona Koyo's Net Sales (in Rs. Million)
17822340
29753400
5808
6836 6932
0
1000
2000
3000
4000
5000
6000
7000
8000
2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09
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Chart I : Sona Koyo's Export Sales (In Rs. Million)
41 47
213
500547
630689
0
200
400
600
800
1000
2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09
Chart J : India's Real GDP Growth
8.5%
7.5%
9.5% 9.7%9.0%
7.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
2003-04 2004-05 2005-06 2006-07 2007-08 2008-09
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2
2
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d) Informationsuppliedto theBoard
e)Directorswith significant relatedpartytransactions, pecuniary orbusiness relationshipwiththeCompany
f) RemunerationofDirectors: Sitting Fees, Salary, PerquisitesandCommission
Amongothers, this includes:
1. Annualoperatingplans and budgetsandanyupdates.
2. Capital budgets and any updates.
3. Quarterly results of the Company and its operatingdivisionsor businesssegments.
4. MinutesofmeetingsofAuditCommittee and other Committeesof the Board.
5. The information on recruitment and remuneration of senior officers just below the Board level, including
appointment or removal of Chief FinancialOfficerandtheCompany Secretary.
6. Show cause,demand, prosecution notices andpenalty notices, whicharematerially important.
7. Fatal or serious accidents, dangerousoccurrences, anymaterial effluent orpollutionproblems.
8. Any material default in financial obligations to and by the Company, or substantial non-payment for goods soldby
theCompany.
9. Any issue, which involves possible public or product liability claims of substantial nature, including any judgment
or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding
anotherenterprise thatcan have negative implicationson theCompany.
10. Details of anyjoint ventureorcollaboration agreement.
11. Transactionsthat involve substantial payment towardsgoodwill,brandequityor intellectualproperty.
12. Significant labour problems and their proposed solutions. Any significant development in Human Resources/
Industrial Relationsfront like signing of wage agreement, implementation ofVoluntary Retirement Schemeetc.
13. Sale, of material nature,of investments,subsidiaries,assets, which isnot innormalcourseof business.
14. Quarterly details of foreign exchange exposuresand the steps taken by management to limit the risks of adverse
exchange ratemovement, if material.15. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-
payment of dividend,delay inshare transferetc.
The Board periodically reviews compliance reportsof all laws applicable to the Company, prepared by theCompany as
well as steps takenby theCompanyto rectify instancesof non-compliances.
The Company has business transactions at prevailing market prices and terms with Pune Heat Treat (P) Ltd., a
Company in which the wife of Sona's Chairman has a majority shareholding. The Company supplies components to
Maruti Suzuki India Limited, the co-promoter of the Company and pays royalty, technical know-how fees and other
chargestoJTEKTforextending technologyformanufacturingvarious autocomponents.All transactions areconducted
at arm's length and at prevailing market prices. None of these transactions involve a conflict with the financial interests
of Sona.Thedetailed related party transactionsaregiven inSchedule21 to theAnnualAccountsof theCompany.
Table 2 gives thedetails of theremunerationpackage of Directorsandtheir relationshipswith each other.
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5A. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public
issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in
the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the
utilization ofproceeds ofa public or rights issue and makingappropriate recommendations to theBoard to take up
steps in this matter.
6. Reviewing,with the management,performance ofstatutoryandinternal auditors,adequacy of the internal control
systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure coverage and frequency of
internal audit.
8. Discussionwith internal auditors any significant findingsand followupthereon.
9. Reviewing thefindingsof any internal investigations by the internalauditors intomatterswhere there issuspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
Board.
10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion toascertainanyarea of concern.
11. To look into the reasonsfor substantialdefaults in thepayment to the depositors, debentureholders,shareholders
(incase of nonpayment of declared dividends)andcreditors.
12. To reviewthe functioning of the Whistle BlowerMechanism, incasesameisexisting.13. Carrying outany other functionas ismentionedin the terms of referenceof theAudit Committee.
TheAudit Committeeof Sona reviews thefollowing information:
1. Managementdiscussionand analysisof financialconditionandresults ofoperations;
2. Statement of significant related party transactions (as defined by the Audit Committee) submitted by
management;
3. Management letters / lettersof internal controlweaknesses issuedby the StatutoryAuditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remunerationof the Chief InternalAuditor.
TheAudit Committee isalso empoweredwith thefollowingpowers:
1. To investigate any activitywithin its terms ofreference;
2. To seekany information itrequires fromanyemployee;
3. To obtain outside legalor otherindependentprofessionaladvice; and
4. To secureattendance ofoutsiders withrelevant expertise, if considerednecessary.
TheAudit Committee isalso apprised on information with regardto relatedparty transactions, by beingpresented:
1. Astatementin summaryformof transactions with relatedparties in theordinarycourseofbusiness;
2. Details ofmaterial individual transactionswith related parties which arenot in the normalcourse ofbusiness;
3. Details of material individual transactions with related parties or others, which are not on an arm's length basis
togetherwith Management's justification for thesame.
The Chairman of the Audit Committee was present at the last Annual General Meeting to answer shareholders' queries.
The Audit Committee is regularly apprised of the various follow-up actions taken on the direction of theAudit Committee.
Mr. SudhirChopra, Company Secretaryof Sona, is theSecretary to theCommittee. TheAuditCommitteeregularly invites
such executives as it considers appropriate, including the head of the finance function, the head of internal audit and the
representative of thestatutory auditors, tobepresentat themeetingsof theCommittee.
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ii) Shareholders/ Investors Grievance Committee
The 'Shareholders / Investors Grievance Committee' comprises of Dr. Surinder Kapur, Chairman and Mr. J. M. Kapur,
Non-Executive Director. The Committee looks into the redressal of shareholders' and investors' complaints related to
transfer of shares,non-receipt of balancesheet, non-receipt of dividend andensureexpeditious share transfer process.
Minutes of the shareholders/investors grievance committee meetings were placed before and discussed by the Board.
The Committee met four times during the year on 4th April, 2008, 8th July, 2008, 8th October, 2008 and 6th January,
2009. Theattendancerecordof the 'Shareholders / InvestorsGrievanceCommittee' is presented inTable 5.
iii) RemunerationCommittee
Pursuant to the provisions of Schedule XIII to the Companies Act, 1956 and Clause 49 of the Listing Agreement,
Remuneration Committee was set up by the Board of Directors in its meeting held on 27th March, 2002. As on 31st
March, 2009, Remuneration Committee comprises of Mr. P.K. Chadha (Chairman), Independent Director; Mr. Ravi
Bhoothalingam, Independent Director; Mr. B.L. Passi, Independent Director and Mr. J.M. Kapur, Non-Executive
Director. The Company's Remuneration Committee is vested with all necessary powers and authorities to ensureappropriate disclosure on theremuneration of the Directors and to deal with all elements of remuneration package of all
wholetimeDirectors.
The Committee met thrice during the year on 18thApril, 2008, 30th April, 2008 and 22nd October, 2008. Minutes of the
Remuneration Committee were placed before and discussed by the Board. The attendance record of the
RemunerationCommittee ispresented inTable6.
Table 5: Attendance Record of Shareholders/Investors Grievance Committee for the year ended 31st March,
2009
Name of Members Position Shareholders/InvestorsGrievance Committee
Meetings held during theperiod of Directorship
Shareholders/InvestorsGrievance Committee
Meetings Attended
Mr. J. M. Kapur Chairman(Non-Executive Director)
4 4
Dr. Surinder Kapur Member (Chairman)
4 4
Table6:AttendanceRecordof RemunerationCommitteefor theyear ended31stMarch 2009
Name of Members Position Remuneration CommitteeMeetings held during the
period of Directorship
RemunerationCommittee
Meetings Attended
Mr. P.K. Chadha Chairman(Independent Director)
3 3
Mr. Ravi Bhoothalingam Member(Independent Director)
3 3
Mr. B.L. Passi Member (Independent Director)
3 2
Mr. J.M. Kapur Member
(Non-Executive Director)
3 Nil
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Accordingly, Mr. B.L. Passi, Mr. J.M. Kapur and Mr. Ravi Bhoothalingam shall retire at the forthcoming Annual General
Meeting of theCompanyandbeingeligible,offer themselvesfor re-appointment. Mr. Waichiro Ijiri whowasappointed to
fill thecasualvacancy arisendue towithdrawalof nomination of Mr. TomizoNakayaby JTEKT, wouldvacateofficeat the
ensuing Annual General Meeting. Requisite notice has been received from a member in terms of Section 257 of the
CompaniesAct, 1956 proposing thecandidature of Mr. Ijiri forappointment as Director.
is a Japanese national and graduated from Osaka Municipal Miyakojima Technical High
School, Japan. He joined Koyo Machine Industries Co., Ltd., in April, 1967. He graduated from Osaka Prefecture
University Technical Junior College in March, 1976. He was promoted to General Manager (Steering Engineering
Dept.II) of Koyo Seiko Co., Ltd. 1995, and he was transferred to Societe de Mecanique d'Irigny (current JALY), France
as VicePresident fromJuly, 1999 to June, 2001.After returning toJapan, hewas promoted toSeniorGeneral Manager
of Koyo Seiko Co., Ltd., (currently know as JTEKT Corporation) in 2002. He is also a member on the Board of FAWKOYO Steering Systems Co. Ltd. and Deputy Managing Director of JTEKT SONA Automotive India Limited and a
member of 'Audit Committee' of JTEKT SONA Automotive India Limited. Mr. Ijiri does not hold any Equity Shares of
theCompany.
is a U.S. Citizen and is a graduate in Business Administration from Buckingham
University, U.K., with major in Business Strategy andHuman Relations. Mr. SunjayKapur hadworkedwith TRW, USA,
a world-renowned name inAutomotive Industry. InTRW, USAhe hadgainedexperienceby working on Shop Floor and
was exposed to real problems faced by a worker working on the Shop Floor. Mr. Sunjay Kapur has been associated
with the Company from April, 1996 to March, 2004 in the capacity of an employee. The Board of Directors of the
Company appointed Mr. Sunjay Kapuras anAdditional Director of the Company in its meeting held on 12thApril, 2004.
Mr. Sunjay Kapur serves on the Board of Sona Okegawa Precision Forgings Limited, Sona BLW Prazisionsschmiede
GmbH, Germany, Sona Mobility Services Limited, Sona e-Design & Technologies Limited, Sona ManagementServices Limited and SonaAutocomp Holding Private Limited. He is member ofAudit Committee and Remuneration
Committee of Sona Okegawa Precision Forgings Limited and Sona Mobility Services Limited. Mr. Sunjay Kapur is
holding 3300 nos. of EquitySharesof theCompany.
Mr. Waichiro Ijiri (60 years),
Mr. Sunjay Kapur (37 years),
During the year, the Board of Directors of Sona, in their meeting held on 30th April, 2008 had appointed Mr. K.M.
Deshmukh as Dy. Managing Director of the Company with effect from 1st May, 2008 and Lt.Gen.(Retd.) ShamsherSingh Mehta was appointed as anAdditionalDirector. The Board of Directors in its meeting heldon22nd October, 2008
appointedMr. SunjayKapuras Managing Director of theCompanywith effect from 22nd October, 2008.
Theabbreviated resumesof theDirectors seeking re-appointment / appointment and details of their shareholding in the
Companyare as follows:
(73years),has over 44yearsof experience in the field of finance, automobile trade, transportation and
agriculture. Mr. Passi is one of the largest automobile distributors in the country. He hadserved on the Boards and sub-
committees of nationalized banks like the Bank of India and Central Bank of India. He was also a member of the Board
of Directors of Rajasthan State Industrial & Mineral Development Corporation Limited and served as a member of the
NewDelhi MunicipalCommittee(NDMC)andChairman of Projects NegotiationsandTender SubCommitteeof NDMC.
He serves on Board of Directors of companies like Tata Housing & Development Co. Limited and Banaras HotelsLimited. Mr. B.L.Passi doesnot holdany EquitySharesof the Company.
(67 years), has been on the Board of the Company since May, 1994. He possesses vast knowledge
and experience in the field of trade and business. He has led the Kapur family business in the area of jewellery retail,
estate development and management since 1961 and possesses vast expertise in these areas. He is also a member
on the Board of Sumish Finance and Investment Co. Pvt. Ltd.; Maa Estate Pvt. Ltd.; Kapur Estate Pvt. Ltd.; B.R.S.
Finance & InvestmentCo.Pvt. Ltd.; JyotiArnAssociates Pvt. Ltd. andKapur Properties& Investment Pvt. Ltd. Mr. J.M.
Kapurholds 34,000 nos.ofEquitySharesof the Company ofRe. 1/- each.
(63 years), isChiefExecutiveofManasAdvisory,a Consultancypracticefocusingonchange
management, travel and tourism. Until 30th June, 2001 he was President of The Oberoi Group of Hotels and in this
capacity, wasresponsible for theoperationsof theGroup Worldwide, consisting of thirty-two hotels, flightcatering unitsand luxury cruise ships in six countries across Asia. Prior to joining The Oberoi Group, he was Head of Personnel
Worldwide with BAT plc, U.K, Managing Director of VST Industries Ltd. and Director ITC Limited. He serves on the
Board of Dr. Reddy's Laboratories Ltd. andNicco Ventures Ltd. He is Chairman of the 'Compensation Committee' and
a memberof the 'AuditCommittee', 'Nomination Committee'and 'Strategy Committee'of Dr. Reddy's Laboratories Ltd.
Mr. Bhoothalingamdoes nothold anyEquitySharesof theCompany.
Mr. B.L. Passi
Mr. J.M. Kapur
Mr. RaviBhoothalingam
24
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b)Communicationto Shareholders
c) InvestorGrievances
All important information relating to the Company and its performance, including quarterly financial results and
shareholding pattern are posted on the website- . The web-site also displays all official press
releases andpresentation toanalysts made by theCompany.
Pursuant to the requirement of Clause 51 of the Listing Agreement, the Company submits information / returns under
the ElectronicDataInformation FilingandRetrieval(EDIFAR) Systemon-line onSEBI's website- . TheCompanyis required tosubmit thefollowing information:
Full version of annual report including the Balance Sheet, Profit & Loss Account, Directors' Report and Auditors'
Report, CashFlowStatements,HalfYearlyFinancialStatements,QuarterlyFinancialStatements;
Corporate GovernanceReports;
ShareholdingPatternStatement;
Actiontakenagainst theCompanyby anyregulatoryagency, if any.
The quarterly, half-yearly and annual results of the Company's performance are published in newspapers namely
'BusinessStandard' (English)and 'VeerArjun'(Hindi).
Asmentionedearlier in this chapter, theCompany hasconstituteda Shareholders / Investors Grievances Committee for
redressing shareholders' and investors' complaints. The status of complaints is reported to the Board of Directors in
theirmeetings. Mr. SudhirChopra,Company Secretary, is theCompliance Officer.
Pursuant to sub clause (f) of Clause 47 of the ListingAgreement, which requires all the Listed Companies to designate
an e-mail id of the Grievance redressal division/compliance officer exclusively for the purpose of registering complaints
by investors, the Company has created an e-mail id i.e. .
www.sonagroup.com
www.sebi.gov.in
d)Share Transfer
e)Detailsof non-compliance
f) GeneralBodyMeeting
M/s. Karvy Computershare Pvt. Ltd. (Karvy), the Registrar and Transfer Agent of the Company conducts all sharetransfers and related matters both for physical transfer of Securities as well as de-materialisation / re-materialisation of
Securities. Karvy is registeredwith theSEBI asa Category 1 Registrar.
The Company has complied with all the requirements of regulatory authorities and no penalties or strictures were
imposed on the Company by any stock exchange or SEBI or any statutory authority on any matter related to capital
marketduring the last3 years.
Details of the last threeAnnualGeneralMeetings aregiven inTable 7.
Table 7:Date, time andvenue of thelast threeAnnualGeneralMeetings
Financial Year (Ended) Date Time Venue
31st March, 2006 19th July, 2006 10.30 A.M. Air Force AuditoriumSubroto ParkNew Delhi 110 010
31st March, 2007 18th July, 2007 10.00 A.M. Air Force AuditoriumSubroto Park
New Delhi 110 01031st March, 2008 18th July, 2008 10:00 A.M. Air Force Auditorium
Subroto ParkNew Delhi 110 010
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g)SpecialResolutions
24thAnnualGeneralMeetingheld on18th July, 2008
23rdAnnual General Meeting held on18th July, 2007
Extraordinary GeneralMeetingheldon22ndNovember, 2006
22ndAnnual GeneralMeeting held on19thJuly, 2006
In the ensuing 25thAnnual General Meeting of theCompany to be held on 31st July, 2009, theshareholders' consent is
beingsoughtby wayof Special Resolutionfor:
Appointment of Mr. SunjayKapuras ManagingDirectorof theCompany
The details of Special Resolutions passed in the previous three Annual General Meetings and Extraordinary GeneralMeeting of theCompany areas under:
Remunerationtonon-wholetime directors.
Amendment inMemorandumandArticlesofAssociationconsequentupon sub-divisionof shares
To commence all or anyof the activities covered by Sub-Clause 40 of Clause III(C) of theMemorandum ofAssociation
of theCompany.
Increase inAuthorised ShareCapital. Issue of Equity Shares and/or the Convertible Instruments on Preferential basis to the Promoters and Foreign
Collaboratorof theCompany.
Re-organisationof theAuthorisedShareCapital of theCompany.
Issue ofBonus Shares to the Shareholdersof the Companyin the ratio of1 : 1.
Section 192A of the Companies Act, 1956, read with Para 4 of the Companies (Passing of Resolution by Postal Ballot)
Rules,2001 provides certainmatters tobepassedby theCompanythrough PostalBallotonly.
At the ensuing Annual General Meeting to be held on 31st July, 2009 there is no matter proposed to be passed by the
Company, which requires Postal Ballot. Also, there was no matter passed through Postal Ballots at the 24th Annual
GeneralMeeting of theCompany.
Sona isgenerallycompliantwith theapplicable mandatory requirementsof theClause49of theListingAgreement.
Although it is not mandatory as per Clause 49 of the Listing Agreement, a Remuneration Committee of the Board is in
place. Details of theRemunerationCommitteehavebeen providedunder theSection 'Remuneration Committee'.
h)Postal ballots
Mandatoryrequirements
Adoptionofnon-mandatoryrequirements
COMPLIANCE
26
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AUDITORS'CERTIFICATE ON CORPORATE GOVERNANCE
Asrequired by Clause49of theListingAgreement, theAuditors' Certificate isgivenbelow :
AUDITORS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49
OF THE LISTING AGREEMENT
The Member of
SONA KOYO STEERING SYSTEMS LIMITED
1. We have reviewed the implementation of Corporate Governance procedures by SONA KOYO STEERING SYSTEMS LTD. (the
Company) during the year ended 31 March, 2009, with the relevant records and documents maintained by the Company,
furnished to us for our review and the report on Corporate Governance as approved by the Board of Directors.
2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
3. On the basis of our review and according to the information and explanations given to us, the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges have been complied with by the
Company except Clause 49 IA of the Listing Agreement due to resignation of one of the Independent Directors during the year.
4. We state that in respect of investor grievances received during the year ended 31 March, 2009, no investor grievances are
pending against the Company for a period exceeding one month as per records maintained by the Shareholders / Investors
Grievance Committee.
5. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For S.P. Puri & Co.
Chartered Accountants
Place : Gurgaon
Dated : 30th April, 2009
(Vidur Puri - Partner)
Membership No. : 90163
st
st
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Additional ShareholderInformation
28
ANNUAL GENERAL MEETING
FINANCIAL CALENDAR
BOOK CLOSURE
DIVIDEND DATE
LISTING
STOCK CODES
Table 1: Stock Codes
Date : 31st July, 2009
Venue : The Air Force Auditorium
Subroto Park
New Delhi 110 010.
Time : 10.00 A.M.
Financial year : 1st April to 31st March.
For the year ended 31st March 2009, results were announced on:
18th July 2008 : First Quarter
22nd October 2008 : Second Quarter
23rd January 2009 : Third Quarter
30th April 2009 : Annual
The dates of book closure are from 21st July, 2009 to 31st July, 2009 inclusive of both days.
The Company has not recommended any dividend on the Equity Share Capital of the Company for the Financial Year
2008-09.
The Company's Equity Shares are listed on Bombay Stock Exchange Limited and National Stock Exchange of India
Limited.
The ISIN Number of Sona (or demat number) on both NSDL and CDSL is INE643A01035.
Name of the Stock Exchanges Stock Code
Bombay Stock Exchange Limited 520057
The National Stock Exchange of India Limited SONASTEER
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STOCK DATA
Table 2 gives the monthly high and low prices and volumes of Equity Shares of Sona at Bombay Stock Exchange Ltd.
(BSE) and National Stock Exchange of India Limited (NSE) for the year ended 31st March, 2009.
Chart A: Sona's adjusted closing share price with the BSE Sensex for 2008-2009.
Table2:Monthly shareprice(InRs.) data and volumesonBSEand NSE
Note: Sona Koyo share prices at the BSE and the BSE Sensex have been indexed to 100 as on the first working dayof 2008-09
0
20
40
60
80100
120
140
160
180
200
Apr-08
May-08
Jun-08
Jul-08
Aug-08
Sep-08
Oct-08
Nov-08
Dec-08
Jan-09
Feb-09
Mar-09
Sona Koyo SENSEX
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DISTRIBUTION OF SHAREHOLDING
Chart B: Sona's adjusted closing share price with Nifty for 2008-2009.
Note: Sona Koyo share prices at the NSE and the NSE Nifty have been indexed to 100 as on the first working day of
2008-09
Table3 : Distribution ofshareholding bysize classason31stMarch, 2009.
Table 3 and 4 give the distribution pattern of shareholding of Sona as on 31st March, 2009.
AmountNumber of
shareholdersNumber of shares held Shareholding %
Upto 5000 28300 15765620 7.93
5001-10000 2533 8979832 4.52
10001-20000 1014 7570917 3.81
20001-30000 216 2724306 1.37
30001-40000 170 3102807 1.56
40001-50000 41 941087 0.47
50001-100000 118 3974811 2.00
100001 & above 131 155682452 78.34
Total 32523 198741832 100.00
0
20
40
60
80
100
120
140
160
180
200
Apr-08
May-08
Jun-08
Jul-08
Aug-08
Sep-08
Oct-08
Nov-08
Dec-08
Jan-09
Feb-09
Mar-09
NIFTY Sona Koyo
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Table 4: Distribution of shareholding by ownership as on 31 March 2009
Category Category of Number of Total Number of Total shareholding as Shares pledged or
Code Shareholder Shareholders Number of shares held in a percentage of totalOtherwiseencumbered
Shares dematerialised number of shares
form As a As a Number of As a
Percentage Percentage Shares Percentage
of (A+B) of (A+B+C)
A)Shareholding of Promoter andPromoter Group
1 Indian
a)Individuals/Hindu UndividedFamily
16 952124 673824 0.48 0.48 0.00 0.00
b)Central Government/StateGovernment(s)
0 0 0 0.00 0.00 0.00 0.00
c) Bodies Corporate 3 63748304 49948304 32.08 32.08 49914664 78.30
d) Financial Institutions / Banks 0 0 0 0.00 0.00 0.00 0.00
e) Any Other 0 0 0 0.00 0.00 0.00 0.00
Sub-Total (A)(1) 19 64700428 50622128 32.56 32.56 49914664 77.152 Foreign
a)Individuals (Non-ResidentIndividuals/Foreign Individuals)
0 0 0 0.00 0.00 0.00 0.00
b) Bodies Corporate 1 39947108 39947108 20.10 20.10 0.00 0.00
c) Institutions 0 0 0 0.00 0.00 0.00 0.00
d) Any Other 0 0 0 0.00 0.00 0.00 0.00
Sub-Total (A)(2) 1 39947108 39947108 20.10 20.10 0.00 0.00
Total Shareholding of Promoterand Promoter Group (A1 + A2)
20 104647536 90569236 52.66 52.66 49914664 47.70
B) Public Shareholding
1 Institutions NA NA
a) Mutual Funds/UTI 6 3226796 3207796 1.62 1.62
b) Financial Institutions / Banks 5 7600 1300 0.00 0.00
c)Central Government/StateGovernment(s)
0 0 0 0.00 0.00
d) Venture Capital Funds 0 0 0 0.00 0.00e) Insurance Companies 2 1502000 1502000 0.76 0.76
f) Foreign Institutional Investors 5 658204 658204 0.33 0.33
g) Foreign Venture Capital Investors 0 0 0 0.00 0.00
h) Any Other 0 0 0 0.00 0.00
Sub-Total (B)(1) 18 5394600 5369300 2.71 2.71
2 Non-Institutions NA NA
a) Bodies Corporate 621 21445119 21207699 10.79 10.79
b) Individuals
i) Individual shareholders holdingnominal share capital upto Rs. 1lakh
31215 41289662 33270691 20.78 20.78
ii) Individual shareholders holdingnominal share capital in excess ofRs. 1 lakh
51 22305291 22305291 11.22 11.22
c) Any OtherTrust 3 42000 42000 0.02 0.02
HUF 524 3498807 3498807 1.76 1.76
Clearing Members 71 118817 118817 0.06 0.06
Sub-Total (B)(2) 32485 88699696 80443305 44.63 44.63
Total Public Shareholding (B) =(B1+B2)
32503 94094296 85812605 47.34 47.34 NA NA
Total (A)+(B) 32523 198741832 176381841 100.00 100.00
C)Shares held by Custodians andagainst which DepositoryReceipts have been issued
0 0 0 0.00 0.00
Grand Total (A) + (B) + (C) 32523 198741832 176381841 100.00 100.00
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SHARES HELDIN PHYSICALAND DEMATERIALIZED FORM
OUTSTANDING GDRS/ADRS/ WARRANTS/ CONVERTIBLE INSTRUMENTSANDTHEIRIMPACTONEQUITY
DETAILS OFPUBLICFUNDINGOBTAINEDIN THELASTTHREEYEARS
SHARETRANSFERSYSTEM
1)Karvy Computershare Pvt.Ltd.
2)TheCompanySecretary
UNCLAIMEDDIVIDENDS
As on 31st March, 2009, 88.75per cent of Sona's shares were held indematerialized form and the rest inphysical form. The
promoter, co-promoter and their associates own 52.66 per cent of Sona's shares, out of which 86.55 per cent are held in
dematerialized form. If the shares held by the promoters in the physical form are to be excluded from the total number of
shares, then dematerialized shares account for95.52percent of theremainder.
TheCompany hasnooutstandingGDRs,ADRs,WarrantsoranyConvertible Instruments.
The Company has not obtainedany public funding in the last threeyears.
All share transfersand related operationsareconducted by M/s. Karvy Computershare Pvt. Ltd., the Registrar andTransfer
Agent of the Company, which isregistered with theSEBI asa Category 1 Registrar.
TheCompanyhasconstituted a Shareholders / InvestorsGrievances Committee for redressingshareholders'and investors'
complaints.
Investor correspondence shouldbeaddressed to:
(Unit : Sona Koyo SteeringSystems Limited)
105-108,ArunachalBuilding
19,BarakhambaRoad
New Delhi 110001
Sona Koyo SteeringSystems Ltd.
UGF6, IndraPrakash
21Barakhamba Road
New Delhi 110001.
Also, to expedite the process of share transfer, the Board of Sona has delegated the power of share transfer to Mr. Sudhir
Chopra, itsCompliance Officerandaccordingly theshare transfer formalities arebeingadheredtoat least once ina fortnight.
Under the Companies Act, 1956, dividends that are unclaimed for a period of seven years have to be transferred to the
Investor Education and Protection Fund administered by the Central Government. Table 5 gives the date of dividenddeclaration or payment since 2002 and the corresponding dates when unclaimed dividends are due to be transferred to the
CentralGovernment. Table 6 gives theunclaimeddividendamountsince2002.
32
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NUMBER AND NATURE OF COMPLAINTS REGARDING SHARES
Table 7 gives the data on Investors' complaints during the year ended 31st March 2009
PLANT LOCATIONS
REGISTERED OFFICE
38/6, NH-8, Delhi-Jaipur Road, Gurgaon-122001 (Haryana).
P.O. Box 14, Chennai-Bangalore Highway, Sriperumbudur, Distt. Chinglepet, Tamil Nadu 602 105.
Plot No. 32, Industrial Area Phase II, Dharuhera, Dist. Rewari (Haryana).
UGF-6, Indraprakash, 21, Barakhamba Road, New Delhi 110 001.
Table 5: Date of transferring unclaimed dividend to the Central Government.
Table 6: Unclaimed dividend as on 31st March 2009.
Table 7: Details of Investor Complaints regarding shares for the year 2008-2009.
Nature of complaint Number of complaintsNumber
redressed
Non-receipt of dividend / Interest / Redemption 5 5
Non-receipt of sub-divided equity shares 1 1Non-receipt of annual report 2 2Others 1 1
Total 9 9
Year Type Date of declarationDate due for transfer
to CentralGovernment
2002 Final 23rd July, 2002 22nd August, 2009
2003 Final 18th July, 2003 17th August, 2010
2004 Final 21st July, 2004 20th August, 2011
2005 Final 19th July, 2005 18th August, 2012
2006 Final 19th July, 2006 18th August, 2013
2007 Final 18th July, 2007 17th August, 2014
2008 Final 18th July, 2008 17th August, 2015
Year Type No. of warrantsissued
No. ofwarrants
unclaimed
%unclaimed
Amount ofdividend
(Rs. Lacs)
Dividendunclaimed(Rs.Lacs)
%unclaimed
2002 Final 11109 960 8.64 242.82 1.95 0.80
2003 Final 11584 1006 8.68 346.22 3.78 1.09
2004 Final 12399 838 6.76 351.74 4.13 1.17
2005 Final 22054 1323 6.00 439.67 6.21 1.41
2006 Final 32137 1481 4.61 439.67 5.86 1.33
2007 Final 31875 2148 6.74 678.64 8.03 1.18
2008 Final 28886 2358 8.16 695.61 7.69 1.11
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CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
As required by Clause 49 of the Listing Agreement, the CEO and CFO declaration is given below:
To the Board of DirectorsSona Koyo Steering Systems Limited
We, Mr. Sunjay Kapur, Vice-Chairman & Managing Director and Mr. Rajiv Chanana, Chief Financial Officer, of Sona Koyo SteeringSystems Limited, hereby certify to the Board that:
a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge andbelief:
i) These statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading;
ii) These statements together present a true and fair view of the Companys affairs and are in compliance with existingaccounting standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by Sona Koyo Steering Systems Limitedduring the year which are fraudulent, illegal or violative of the Companys code of conduct.
c) We are responsible for establishing and maintaining internal controls for financial reporting in Sona Koyo Steering SystemsLimited and we have evaluated the effectiveness of the internal control systems of the company pertaining to financialreporting. We have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
d) We have indicated to the Auditors and the Audit Committee:
i) Significant changes in internal control over financial reporting during the year;
ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to thefinancial statements; and
iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of themanagement or an employee having a significant role in the Companys internal control system.
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of mattersinvolving alleged misconduct).
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct forthe current year.
For SONA KOYO STEERING SYSTEMS LTD.
Place : Gurgaon Dated : 30
thApril, 2009 Chief Financi
34
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DDDDD IRECTORSIRECTORSIRECTORSIRECTORSIRECTORS RRRRREPORTEPORTEPORTEPORTEPORTTO THE MEMBERS,
Your Directors have pleasure in presenting the Annual Report
together with audited accounts of the Company for the year ended
31st March, 2009.
PerformancePerformancePerformancePerformancePerformance2008-092008-092008-092008-092008-09 2007-08
Rs./LacsRs./LacsRs./LacsRs./LacsRs./Lacs Rs./Lacs
Sales and Other Income 6969469694696946969469694 68965
Profit before Interest & Depreciation 14311431143114311431 6955
- Interest 31683168316831683168 1184
- Depreciation & Write Offs 27962796279627962796 1827
Profit before Tax (4533)(4533)(4533)(4533)(4533) 3944
Less : Provision for Tax 00000 755
Provision for Deferred Tax Liability/(Assets) (1497)(1497)(1497)(1497)(1497) 574
Provision for Fringe Benefit Tax 6767676767 96
Profit after Tax (3103)(3103)(3103)(3103)(3103) 2519Add : Profit Brought Forward 24502450245024502450 1745
Profit available for appropriations (653)(653)(653)(653)(653) 4264
AppropriationsAppropriationsAppropriationsAppropriationsAppropriations
Proposed Dividend 00000 696
Tax on Dividend 00000 118
Transfer to General Reserve 00000 1000
Balance Carried Forward (653)(653)(653)(653)(653) 2450
(653)(653)(653)(653)(653) 4264
DividendDividendDividendDividendDividendYour Directors have not recommended any Dividend on Equity
Share Capital of the Company for the Financial Year 2008-2009
as against the Dividend paid at the rate of 35% on Equity Share
Capital for the previous Financial Year.
Sub-division of SharesSub-division of SharesSub-division of SharesSub-division of SharesSub-division of Shares
The Equity Shares of your Company have been sub-divided from
one Equity Share of Rs. 2/- each into two Equity Shares of Re. 1/-
each w.e.f. 10th September, 2008, in pursuance of the resolution
passed by the shareholders at the Annual General Meeting of the
Company held on 18th July, 2008.
Subsidiary CompaniesSubsidiary CompaniesSubsidiary CompaniesSubsidiary CompaniesSubsidiary Companies
The Company has the following Subsidiaries:
a)a)a)a)a) JTEKTJTEKTJTEKTJTEKTJTEKT SONASONASONASONASONA Automotive India Limited (JSAI)Automotive India Limited (JSAI)Automotive India Limited (JSAI)Automotive India Limited (JSAI)Automotive India Limited (JSAI)
In JSAI, the Company is holding 49% of the Equity Capital
but it has the right to nominate majority of the Directors on
the Board of JSAI. This Joint Venture Company has been
established with JTEKT Corporation, Japan with a business
objective of manufacturing Column Type Electric Power
Steering (C-EPS) Systems. The construction of the Plant has
been completed in the month of February, 2009. The
commercial supply of Reduction Gear Assembly is expected
to start from November, 2009 and that of C-EPS is expected
to commence from March, 2010.b)b)b)b)b) Sona Fuji Kiko Automotive Limited (SFAL)Sona Fuji Kiko Automotive Limited (SFAL)Sona Fuji Kiko Automotive Limited (SFAL)Sona Fuji Kiko Automotive Limited (SFAL)Sona Fuji Kiko Automotive Limited (SFAL)
In SFAL, your Company is holding 51% of the Equity Capital.
This Joint Venture Company has been established with Fuji
Kiko Co. Ltd., Japan with a business objective of
manufacturing Columns to be used in the manufacturing of
C-EPS by JSAI. The commercial production of SFAL is expected
to commence with effect from November, 2009.
c)c )c)c )c) Arjan Stampings Limited (ASL)Arjan Stampings Limited (ASL)Arjan Stampings Limited (ASL)Arjan Stampings Limited (ASL)Arjan Stampings Limited (ASL)
In ASL, the Company is holding 51.5% of the Equity Capital.
This Joint Venture Company has been established with Arjan
Auto Private Limited, India, with a business objective of SheetMetal Processing, comprising of press work and welding
within Automotive Component sector. ASL has got its works
located at Farukhnagar, Gurgaon and the commercial
production has already started with effect from January, 2008.
During the year ended 31st March, 2009, the Company has
achieved turnover of Rs. 489 lacs and incurred loss of Rs. 66
lacs. Due to global economic meltdown the performance of
ASL has not been as per the expectation, however, with
various steps taken by the Company to overcome the
difficulties, it is expected that the Company would do better
in the times to come.
Subsidiary Companies AccountsSubsidiary Companies AccountsSubsidiary Companies AccountsSubsidiary Companies AccountsSubsidiary Companies Accounts
In terms of approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, copy of the Balance
Sheets, Profit & Loss Accounts, reports of the Board of Directors
and Auditors of the Subsidiary Companies have not been attached
with the Balance Sheet of the Company. These documents will
be made available upon request by any member of the Company
interested in obtaining the same. However, as directed by the
Central Government, the financial data of the subsidiaries have
been furnished under Summarised Statement of Financials of
Subsidiary Companies forming part of the Annual Report. Further,
pursuant to Accounting Standard AS-21 issued by the Institute
of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company includes financialinformation of its subsidiaries.
Consolidation of AccountsConsolidation of AccountsConsolidation of AccountsConsolidation of AccountsConsolidation of Accounts
In accordance with the Accounting Standard AS-21 on
Consolidated Financial Statements read with Accounting Standard
AS-27 on Financial Reporting for Interest in Joint Ventures, the
Audited Consolidated Financial Statements are provided in the
Annual Report.
Corporate GovernanceCorporate GovernanceCorporate GovernanceCorporate GovernanceCorporate Governance
The Company has been pro-active in following the principles and
practices of good Corporate Governance. The Company has taken
adequate steps to ensure that the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreements
with the Stock Exchanges are complied in its letter and spirit.
A separate statement on Corporate Governance is produced as a
part of the Annual Report along with the Auditors Certificate on
its compliance.
ListingListingListingListingListing
The Securities of your Company are listed at National Stock
Exchange and Bombay Stock Exchange and the Company has
paid the Listing Fee due to them.
Fixed DepositsFixed DepositsFixed DepositsFixed DepositsFixed Deposits
During the year the Company has not invited any deposits from
the public.
DirectorsDirectorsDirectorsDirectorsDirectors
During the year under review, Dr. Surinder Kapur, upon attaining
the age of 65 years and as a step towards good Corporate
Governance practice, expressed his willingness to relinquish his
position of Managing Director of the Company, but has agreed
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to continue as the Executive Chairman on the Board. The Board
of Directors of the Company in its meeting held on 22nd October,
2008, while sharing the feelings of Dr. Kapur, decided to accede
to his request and to effect succession planning, appointed Mr.
Sunjay Kapur, as the Vice Chairman & Managing Director of the
Company with effect from 22nd October, 2008 for a period of 3
years. The requisite resolution pertaining to the appointment ofMr. Sunjay Kapur is detailed at Item No. 7 of the Notice with
relevant Explanatory Statement. The resolution is commended
for the Members approval.
Mr. Waichiro Ijiri, who was appointed as a Director of the Company
to fill the casual vacancy caused due to withdrawal of nomination
of Mr. Tomizo Nakaya by JTEKT Corporation, Japan, shall retire at
the forthcoming Annual General Meeting pursuant to the
provisions of Section 262 of the Companies Act, 1956. Requisite
notice under Section 257 of the Companies Act, 1956 has been
received from a member for his re-appointment. The resolution is
commended for the Members approval.
Pursuant to Article 122 of the Articles of Association of theCompany Mr. B.L. Passi, Mr. J.M. Kapur and Mr. Ravi
Bhoothalingam will retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer themselves for
re-appointment.
Audit CommitteeAudit CommitteeAudit CommitteeAudit CommitteeAudit Committee
Pursuant to the provisions of Section 292A of the Companies
Act, 1956 and Clause 49 of the Listing Agreements with Stock
Exchanges, the Audit Committee of Directors of the Company
consisted of the following members:
i) Mr. Ravi Bhoothalingam;
ii) Mr. P.K. Chadha;iii) Mr. Sunjay Kapur
The Audit Committee in its meeting held on 20th May, 2002, had
appointed Mr. Ravi Bhoothalingam as the Chairman of the Audit
Committee.
The Board of Directors of the Company in their meeting held on
18th July, 2008 reconstituted the Audit Committee of Directors.
The Audit Committee of Directors of the Company now consists
of the following members:
i) Mr. Ravi Bhoothalingam;
ii) Mr. P.K. Chadha;
iii) Mr. Sunjay Kapur; and
iv) Lt.Gen.(Retd.) Shamsher Singh Mehta
Directors Responsibility StatementDirectors Responsibility StatementDirectors Responsibility StatementDirectors Responsibility StatementDirectors Responsibility Statement
As required under Section 217(2AA) of the Companies Act, 1956,
your Directors confirm having:
i) followed in the preparation of the Annual Accounts, the
applicable accounting standards with proper explanation
relating to material departures;
i i) selected such accounting pol ic ies and appl ied them
consistently and made judgement and estimates that are
reasonable and prudent so as to give a true and fair view of
the state of affairs of your Company at the end of the
financial year and of the profit/loss of your Company for that
period.
iii) taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the
assets of your Company and for preventing and detecting
fraud and other irregularities; and
iv) prepared the Annual Accounts on a going concern basis.
AuditorsAuditorsAuditorsAuditorsAuditors
M/s. S.P. Puri & Co., Chartered Accountants, holds office as
Auditors until the conclusion of the forthcoming Annual General
Meeting and has indicated their willingness to be re-appointed
as Auditors of the Company. The requisite certificate under Section
224(1B) of the Companies Act, 1956, has been received from
them. The notes to accounts referred to in the Auditors Reportare self-explanatory.
Conservation of Energy, Technology Absorption, ForeignConservation of Energy, Technology Absorption, ForeignConservation of Energy, Technology Absorption, ForeignConservation of Energy, Technology Absorption, ForeignConservation of Energy, Technology Absorption, ForeignExchange Earnings and Outgo.Exchange Earnings and Outgo.Exchange Earnings and Outgo.Exchange Earnings and Outgo.Exchange Earnings and Outgo.
A statement containing the necessary information as required
under the Companies (Disclosure of particulars in the Report of
Directors) Rules, 1988 and forming part of the Directors Report
for the year ended March 31, 2009 is given as Annexure - AAnnexure - AAnnexure - AAnnexure - AAnnexure - A to
this report.
EmployeesEmployeesEmployeesEmployeesEmployees
In accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, the particulars of employees are given in
Annexure - BAnnexure - BAnnexure - BAnnexure - BAnnexure - B forming part of this report.
AcknowledgementsAcknowledgementsAcknowledgementsAcknowledgementsAcknowledgements
Your Directors acknowledge with gratitude the co-operation and
support extended by SONAs customers namely Maruti Suzuki
India Limited, Hyundai Motors (India) Ltd., Toyota Kirloskar, Tata
Motors Ltd., Mahindra & Mahindra, Hindustan Motors Ltd., JTEKT
Corporation, Japan, Mando Corporation, Korea and Fuji Autotech
Europe S.A.S, the Financial Institutions, Banks, various agencies
of the Government, SONAs collaborators JTEKT Corporation,
Japan, Mando Corporation, Korea and Fuji Autotech AB, Sweden.
Your Directors also wish to place on record their sincereappreciation of the services rendered by all employees of the
Company and are thankful to the Shareholders for their continued
patronage.
For and on behalf of the Board
Place : Gurgaon Dr. Surinder Kapur
Dated : 30th April, 2009 Chairman
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AAAAANNEXURE -NNEXURE -NNEXURE -NNEXURE -NNEXURE - AAAAA TO THETO THETO THETO THETO THE DDDDDIRECTORSIRECTORSIRECTORSIRECTORSIRECTORS RRRRREPORTEPORTEPORTEPORTEPORT
Form - A : Particulars with respect to Conservation of EnergyForm - A : Particulars with respect to Conservation of EnergyForm - A : Particulars with respect to Conservation of EnergyForm - A : Particulars with respect to Conservation of EnergyForm - A : Particulars with respect to Conservation of Energy
Power and Fuel ConsumptionPower and Fuel ConsumptionPower and Fuel ConsumptionPower and Fuel ConsumptionPower and Fuel Consumption 2008-20092008-20092008-20092008-20092008-2009 2007-20082007-20082007-20082007-20082007-2008Gurgaon*Gurgaon*Gurgaon*Gurgaon*Gurgaon* DharuheraDharuheraDharuheraDharuheraDharuhera##### ChennaiChennaiChennaiChennaiChennai Gurgaon*Gurgaon*Gurgaon*Gurgaon*Gurgaon* DharuheraDharuheraDharuheraDharuheraDharuhera##### ChennaiChennaiChennaiChennaiChennai
1 HSEB / TNEB Power (Units) 28,05,423 2,24,829 21,11,461 8,91,367 87,753 18,29,000purchased (KWH)Total Amount Rs. 1,25,17,468 10,18,755 1,14,48,862 47,10,884 5,25,469 92,38,000Rate per unit Rs. 4.46 4.5 5.42 5.29 5.99 5.05
2 Captive Generation (Units) 59,87,130 9,82,329 27,70,769 1,00,87,294 3,13,390 27,53,156DG Set (KWH)Total Amount Rs. 4,48,74,882 79,48,365 1,88,49,229 6,98,09,849 26,97,192 1,49,77,011Rate per unit Rs. 7.50 8.09 6.80 6.92 8.61 5.44
3 Diesel Consumption (Litres) 5,34,407 2,31,544 1,84,680 12,82,003 75,244 1,61,344Total Amount Rs. 1,59,41,361 69,29,610 72,36,193 3,79,18,863 21,71,723 57,39,011Rate per litre Rs. 29.83 29.93 39.18 29.58 28.87 35.57
Litre per unit 0.297 0.306 0.087 0.304 0.333 0.175
4 Furnace Oil Consumption (Litres) 11,51,558 13,04,864 Total Amount Rs. 2,98,94,446 2,71,80,102 Rate per litre Rs. 25.96 20.83
Litre per unit 0.274 0.262
* Total saving achieved at Gurgaon Plant during Financial Year 2008-09 Rs. 90.13 lacs.
Above saving achieved by taking the following initiatives :
i) Shifted 300 KW non critical M/C load from D.G. Sets to H.S.E.B./State Electricity Board, resulting into energy saving of Rs. 76 lacs.
ii) Energy efficiency improvement achieved in power factor maintaining on State Electricity supply by installing new capacitor
bank, which resulted into saving of Rs. 3.43 lacs on HSEB/State Electricity monthly bill.
iii) Provision of MCCB on stabilizers to isolate stabilizer from main power supply at 45 locations in Plant, which resulted intosaving of Rs. 10.2 lacs per annum.
iv) Provision of air regulator on air guns at 52 locations, which resulted into saving of Rs. 0.50 lacs.
# Total saving achieved at Dharuhera Plant during Financial Year 2008-09 Rs. 38.25 lacs.
Above saving achieved by taking the following initiatives :
i) Interlocking of three number of Induction Hardening Machine power cycle, which resulted in DG rent saving of Rs. 6 lacs.
ii) Saving through improvement in power factor of State Electricity Board Rs. 0.45 lacs in electricity bill.
iii) FDV, AC Units & Exhaust Blower stopped in lunch, dinner and tea time and saved Rs. 1.70 lacs.
iv) Switch off light during lunch, dinner and tea breaks in production lines by providing localize switch in individual line and
achieved saving of Rs. 0.47 lacs.
v) Installed power changeover bell to take planned changeover and reduced utilities load 7:30 hrs in a day, which resulted in
saving of Rs. 22 lacs.
vi) Installed Inverter for canteen to accommodate power trip, at week end, during no production and on holidays and saved
Rs. 0.89 lacs.
vii) Installed Inverter for street lightening to accommodate power trip at night, where there is no production, which resulted in
saving of Rs. 2.99 lacs.
A. Technology AbsorptionA. Technology AbsorptionA. Technology AbsorptionA. Technology AbsorptionA. Technology Absorption
1. Efforts in brief towards Technology Adoption and Innovation. a) Developing Electronically controlled Hydraulic Power
Steering System for a global sports utility vehicle.
b) Developed high performance advanced tilt Steering
Column with low friction sliding shaft for the newpassenger car from a major global OEM.
c) Developed Hydraulic Power Steering Systems for five new
projects.
d) Localisation of Pinion Valve assembly, the key element of
Hydraulic Power Steering System.
Form - B : Particulars with respect to Technology AbsorptionForm - B : Particulars with respect to Technology AbsorptionForm - B : Particulars with respect to Technology AbsorptionForm - B : Particulars with respect to Technology AbsorptionForm - B : Particulars with respect to Technology Absorption
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a) Research on development of Electric Power Steering Module
(EPAM) for off highway vehicles.
b) Research on development of steer-by-wire systems.
c) A new process for serration fabrication on Steering Shafts.
d) Development of high rigidity sliding joints for SteeringColumn.
R&D conceptualised product (EPAM) is now undergoing to mass
production.
a) Capital Expenditure of Rs. 23.06 lacs.
b) Revenue Expenditure of Rs. 92.64 lacs.
B.B.B.B.B. Research and DevelopmentResearch and DevelopmentResearch and DevelopmentResearch and DevelopmentResearch and Development
1. Specific areas in which R&D carried out by the Company.
2. Benefits derived as a result of the above R&D.
Form - C : Foreign Exchange Earning and OutgoForm - C : Foreign Exchange Earning and OutgoForm - C : Foreign Exchange Earning and OutgoForm - C : Foreign Exchange Earning and OutgoForm - C : Foreign Exchange Earning and Outgo
Foreign Exchange outflow on account of import of capital goods, components, spares and tools during the year was
Rs. 21890.14 Lacs. During the year the Companys export sales amounted to Rs. 6892.76 Lacs.
AAAAANNEXURE NNEXURE NNEXURE NNEXURE NNEXURE BBBBB TO THETO THETO THETO THETO THE DDDDDIRECTORSIRECTORSIRECTORSIRECTORSIRECTORS RRRRREPORTEPORTEPORTEPORTEPORTStatement showing particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31 st March, 2009.
Sl.Sl.Sl.Sl.Sl. NameNameNameNameName AgeAgeAgeAgeAge Designation/Designation/Designation/Designation/Designation/ RemunerationRemunerationRemunerationRemunerationRemuneration Qualification(s)Qualification(s)Qualification(s)Qualification(s)Qualification(s) ExperienceExperienceExperienceExperienceExperience Date ofDate ofDate ofDate ofDate of Last EmploymentLast EmploymentLast EmploymentLast EmploymentLast Employment
No.No.No.No.No. Nature of DutiesNature of DutiesNature of DutiesNature of DutiesNature of Duties (Rs.)(Rs.)(Rs.)(Rs.)(Rs.) (Years)(Years)(Years)(Years)(Years) EmploymentEmploymentEmploymentEmploymentEmployment (Designation)(Designation)(Designation)(Designation)(Designation)
1. Mr. Chopra Sudhir 51 President (Legal) 31,48,588/- B.Com, FCS, 31 15.05.1993 Samtel India L imited& Company LL.B (Company Secretary)Secretary
2. Mr. Deshmukh K.M. 55 Dy. Managing 31,52,440/- B.Tech. (Metallurgy) 32 01.08.1986 Bharat Gears Ltd.Director (Dy. Manager-Development)
3. Mr. Gaind Rakesh 51 Vice President- 12,86,340/-* B.Com, Diploma in 31 01.09.1991 Bharat Gears Ltd.General Affairs Material (Dy. Manager-Material)
Management
4. Dr. Kapur Sur inder 65 Chairman 27,24,000/- Ph.D.(Mech.Engg.) 35 01.10.1990 Bharat Gears Ltd.Michigan State (Vice Chairman &University (U.S.A.) Managing Director)
5. Mr. Lal R.M. 59 Plant Chief- 23,65,546/-* MBA 33 01.01.1998 Mahindra Sona Ltd.Chennai (A.V.P)
6. Mr. Maity Atanu 46 Sr. Vice President- 28,36,033/- B.Tech., MBA 22 28.01.2002 Schlumberger (DivisionalBusiness Development Technical Manager)
7. Mr. Par riker 62 Group Chief-Supply 31,98,997/- M.E. (Mech.) 35 01.02.1991 Bharat Gears Ltd.P.V. Prabhu Chain Management (Gen. Manager-Comm.)
8. Mr. Rajan 46 Ch ief Operating 10,55,450/-* M.Sc., MBA & 24 01.12.2008 Sona Autocomp HoldingGovindrajan Sunder Officer Master of Information Private Limited (V.P.
Management Strategy & Innovations)
9. Mr. Rao A.D. 50 Vi ce President- 25,85,965/- M.Sc. , 26 16.02.1987 Hindustan Aluminium Corp.
Operations B.E. (Mech.) Ltd. (Sr. Executive Engineer)
* Indicates earnings for part of the year.
NOTES :NOTES :NOTES :NOTES :NOTES :
1. Remuneration received includes Salary, Allowances, Commission, payment in respect of Rent / Furnished Accommodation,Companys contribution to Provident Fund and Superannuation Fund, Medical reimbursement and LTA.
2. Employment of Dr. Surinder Kapur & Mr. K.M. Deshmukh is contractual.
a) The Company is the first one in India to offer electronically
controlled Power Steering System and this would give us
advantage for gaining competitive advantage on technical
grounds.
b) With the development of advanced Steering Column for
global OEM, there is opportunity to export the same partto OEMs global operations.
c) With the localisation of Pinion Valve assembly, Company
will drastically reduce the import content and will gain the
competitive advantage as well as improved profitability.
2. Benefits derived as a result of above efforts e.g. Product
Improvement, Cost Reduction, Product Development, Import
Substitution etc.
3. Expenditure on R&D
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AAAAAUDITORSUDITORSUDITORSUDITORSUDITORS RRRRREPORTEPORTEPORTEPORTEPORT
TO THE MEMBERS OFSONA KOYO STEERING SYSTEMS LIMITED
We have audited the attached Balance Sheet of SONA KOYOSONA KOYOSONA KOYOSONA KOYOSONA KOYO
STEERING SYSTEMS LIMITEDSTEERING SYSTEMS LIMITEDSTEERING SYSTEMS LIMITEDSTEERING SYSTEMS LIMITEDSTEERING SYSTEMS LIMITED (the Company) as at 31st March
2009, the Profit & Loss Account and the Cash Flow Statement
for the year ended on that date, annexed thereto. These
financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with Auditing Standards
generally accepted in India. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
1. As required by the Companies (Auditors Report) Order,2003, as amended by the Companies (Auditors Report)(Amendment) Order, 2004 (together the Order ) issuedby the Central Government of India in terms of sub-section(4A) of section 227 of the Companies Act, 1956, we enclosein the annexure a statement on the matters specified inParagraphs 4 & 5 of the said Order.
2. Further to our comments in the Annexure referred to inparagraph 1 above, we report that:
i. We have obtained al l the information and
explanations, which to the best of our knowledge
and belief were necessary for the purpose of our
audit;
ii. In our opinion, proper books of account as required
by law have been kept by the Company so far as
appears from our examination of those books;
iii. The Balance Sheet, Profit & Loss Account and Cash
Flow Statement dealt with by this report are in
agreement with the books of account;
iv. In our opinion, the Balance Sheet, Profit & Loss
Account and Cash Flow Statement dealt with by this
report comply with the Accounting Standardsreferred to in sub-section (3C) of Section 211 of the
Companies Act, 1956;
v. Based on confirmations received from other public
Companies in which directors of the Company are
directors and/or written representations made by the
directors of the Company as on 31st March, 2009
and taken on record by the Board of Directors, we
report that none of the directors of the Company is
disqualified as on 31st March, 2009 from being
appointed as a director in terms of clause (g) of sub-
section (1) of Section 274 of the Companies Act,
1956;
vi. In our opinion and to the best of our information
and according to the explanations given to us, the
said accounts give the information required by the
Companies Act, 1956, in the manner so required
and give a true and fair view in conformity with the
accounting principles generally accepted in India :-
a) in the case of the Balance Sheet, of the state of
affairs of the Company as at 31st March, 2009;
b) in the case of the Profit & Loss Account, of the
LOSS for the year ended on that date; and
c) in the case of Cash Flow Statement, of the cash
flows for the year ended on that date.
For S.P. Puri & Co.,
Chartered Accountants
Place : Gurgaon (Vidur Puri - Partner)
Dated : 30th April, 2009 Membership No. 90163
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The Annexure referred to in paragraph 1 of the AuditorsThe Annexure referred to in paragraph 1 of the AuditorsThe Annexure referred to in paragraph 1 of the AuditorsThe Annexure referred to in paragraph 1 of the AuditorsThe Annexure referred to in paragraph 1 of the Auditors
Report of even date to the members of Sona Koyo SteeringReport of even date to the members of Sona Koyo SteeringReport of even date to the members of Sona Koyo SteeringReport of even date to the members of Sona Koyo SteeringReport of even date to the members of Sona Koyo Steering
Systems Limited for the year ended 31Systems Limited for the year ended 31Systems Limited for the year ended 31Systems Limited for the year ended 31Systems Limited for the year ended 31ststststst March, 2009.March, 2009.March, 2009.March, 2009.March, 2009.
On the basis of such checks as we considered appropriate, we
further report that :
i. (a) The Company has maintained proper recordsshowing full particulars, including quantitative details
and situation of fixed assets.
(b) All the fixed assets of the Company have not been
physically verified by the management during the year
but there is a regular phased programme of physical
verification which, in our opinion, is reasonable
having regard to the size of the Company and nature
of its fixed assets. No material discrepancies were
noticed on such verification.
(c) In our opinion, and according to the information and
explanations given to us, fixed assets disposals during
the year were not substantial and therefore do not
affect the going concern assumption.
ii. (a) Physical verification of inventory, except stocks lying
with vendors has been conducted by the management
at reasonable intervals. In respect of inventory lying
with vendors, these have been confirmed by them. In
our opinion, the frequency of such verification is
reasonable.
(b) In our opinion and according to the information and
explanations given to us, the procedures of physical
verification of inventories followed by the
management were found reasonable and adequatein relation to the size of the Company and the nature
of its business.
(c) On the basis of examination of records of the
inventory, we are of the opinion that the Company is
maintaining proper records of inventory. The
discrepancies noticed on verification between the
physical stocks and book records, which in our opinion
were not material have been properly dealt with in
the books of account.
iii. According to the information and explanations given to usand on the basis of our examination of the books of
account, the Company has neither granted or taken anyloans, secured or unsecured, to or from companies, firmsor other parties listed in the register maintained underSection 301 of the Companies Act, 1956. Accordingly, the
paragraphs 4 iii(b), 4 iii(c), 4 iii(d), 4 iii(f) and 4 iii(g) of theOrder are not applicable to the Company.
iv. In our opinion, having regard to the information and
explanations given to us that some of the inventory items
purchased are of specialised nature and for whichalternative quotations are not available, there are adequate
internal control procedures commensurate with the size of
the Company and the nature of its business for the purchaseof inventory, fixed assets and for sale of goods and services.
During the course of our audit, no major weaknesses havebeen noticed in the internal controls.
v. Based on the audit procedures applied by us and according
to the information and explanations given to us, theCompany has not entered into any transactions during theyear that needs to be entered into the Register maintained
under Section 301 of the Companies Act, 1956.
vi. The Company has not accepted any deposits from the publiccovered under Section 58A, 58AA or any other relevantprovisions of the Companies Act, 1956.
vii. The Company has an adequate internal audit system, whichin our opinion, is commensurate with the size of theCompany and the nature of its business.
viii. We have broadly reviewed the books of account maintainedby the Company in respect of manufacture of Companysautomotive products pursuant to the order made by theCentral Government for the maintenance of cost recordsunder Section 209(1)(d) of the Companies Act, 1956 and areof the opinion that, prima facie, the prescribed accounts andrecords have been made and maintained. We have not,however, made a detailed examination of the records with aview to determine whether they are accurate or complete.
ix. (a) According to the information and explanations given
to us and on the basis of our examination of the
books of account, the Company has been generally
regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income
Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
Excise Duty, Cess and other material statutory dues
applicable to it. According to the information and
explanations given to us, no undisputed amounts
payable in respect of Provident Fund, Investor Education
and Protection Fund, Employees State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs
Duty, Excise Duty and Cess were outstanding, as at
31st March, 2009 for a period of more than six months
from the date they became payable.
(b) According to the information and explanations given
to us, and on the basis of our examination of the
books of account, there are no dues of Sales Tax,
Income Tax, Customs Duty, Wealth Tax, Service Tax,
Excise Duty and Cess which have not been deposited
on account of any dispute.
x. The Company does not have accumulated losses as at 31st
March, 2009 but has incurred cash losses in the currentfinancial year and had not incurred any cash losses in theimmediately preceding financial year.
xi. Based on our audit procedures and on the informationand explanations given by the management, we are of the
opinion that the Company has not defaulted in repaymentof dues to banks. There are no dues to financial institutionsor debenture holders.
xii. According to the information and explanations given tous, the Company has not granted loans and advances onthe basis of security by way of pledge of shares, debenturesand other securities.
xiii. The Company is not a chit fund or a nidhi/mutual benefitfund/society. Therefore, the provision of this clause of theCompanies (Auditors Report) Order, 2003 is not applicableto the Company.
xiv. According to information and explanations given to us,the Company is not dealing or trading in Shares, Securities,Debentures and other investments.
xv. According to the information and explanations given tous, the Company has not given any guarantee for any loantaken by others from a bank or financial institution.
xvi. Based on our audit procedures and on the informationand explanations given by the management, the term loans
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have been applied for the purpose for which they wereraised.
xvii. Based on the information and explanations given to usand on an overall examination of the Balance Sheet of theCompany as at 31st March, 2009, we report that theCompany has used part of year end amount of Rs. 57.50
crores short term unsecured bridge loans from banks tofinance the increase in production capacity of the Company.
xviii. Based on the audit procedures performed and theinformation and explanations given to us by themanagement, we report that the Company has madeallotment of shares during the year on conversion ofPreferential Convertible Warrants issued in earlier year toCompanies covered in the Register maintained under Section301 of the Companies Act, 1956 and the price at which theEquity Shares have been allotted is not prejudicial to theinterest of the Company.
xix. The Company has no outstanding debentures during theyear.
xx. The Company has not raised any money by public issueduring the year.
xxi. Based on the audit procedures performed and theinformation and explanations given by the management,we report that no fraud on or by the Company has beennoticed or reported during the year.
For S.P. Puri & Co.,
Chartered Accountants
Place : Gurgaon (Vidur Puri - Partner)
Dated : 30th April, 2009 Membership No. 90163
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BBBBBALANCEALANCEALANCEALANCEALANCE SSSSSHEETHEETHEETHEETHEET
AAAAAS ATS ATS ATS ATS AT 3131313131STSTSTSTST MMMMMARCH,ARCH,ARCH,ARCH,ARCH, 20092009200920092009
As atAs atAs atAs atAs at As atParticularsParticularsParticularsParticularsParticulars ScheduleScheduleScheduleScheduleSchedule 31st March, 200931st March, 200931st March, 200931st March, 200931st March, 2009 31st March, 2008
Rs./LacsRs./LacsRs./LacsRs./LacsRs./Lacs Rs./Lacs
I.I .I .I .I . SOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDS
1.1.1.1.1. Shareholders FundShareholders FundShareholders FundShareholders FundShareholders Fund
a) Share Capital 11111 1987.421987.421987.421987.421987.42 1938.94b) Reserves & Surplus 22222 14680.4514680.4514680.4514680.4514680.45 16205.74
Sub-TotalSub-TotalSub-TotalSub-TotalSub-Total 16667.8716667.8716667.8716667.8716667.87 18144.682.2.2.2.2. Loan FundsLoan FundsLoan FundsLoan FundsLoan Funds
a) Secured Loans 33333 18149.1918149.1918149.1918149.1918149.19 11505.73b) Unsecured Loans 44444 5750.005750.005750.005750.005750.00 7000.00
Sub-TotalSub-TotalSub-TotalSub-TotalSub-Total 23899.1923899.1923899.1923899.1923899.19 18505.73
3.3.3.3.3. Deferred Tax Liability (Net)Deferred Tax Liability (Net)Deferred Tax Liability (Net)Deferred Tax Liability (Net)Deferred Tax Liability (Net) 20(17)20(17)20(17)20(17)20(17) 1172.111172.111172.111172.111172.11 2668.86
TotalTotalTotalTotalTotal 41739.1741739.1741739.1741739.1741739.17 39319.27
II .II .II .II .II . APPLICATION OF FUNDSAPPLICATION OF FUNDSAPPLICATION OF FUNDSAPPLICATION OF FUNDSAPPLICATION OF FUNDS
1.1.1.1.1. Fixed AssetsFixed AssetsFixed AssetsFixed AssetsFixed Assetsa) Gross Block 55555 44238.6744238.6744238.6744238.6744238.67 37457.19
Less : Depreciation 13525.1413525.1413525.1413525.1413525.14 11042.05
Net Block 30713.5330713.5330713.5330713.5330713.53 26415.14
b) Capital Work In Progress 1999.301999.301999.301999.301999.30 32712.8332712.8332712.8332712.8332712.83 2585.88 29001.02
2. Investments2. Investments2. Investments2. Investments2. Investments 66666 5874.765874.765874.765874.765874.76 3965.41
3.3.3.3.3. Advances For Investments (Pending Allotments)Advances For Investments (Pending Allotments)Advances For Investments (Pending Allotments)Advances For Investments (Pending Allotments)Advances For Investments (Pending Allotments) 6(A)6(A)6(A)6(A)6(A) 0.000.000.000.000.00 1169.85
Sub-TotalSub-TotalSub-TotalSub-TotalSub-Total 38587.5938587.5938587.5938587.5938587.59 34136.28
4. Current Assets, Loans and Advances4. Current Assets, Loans and Advances4. Current Assets, Loans and Advances4. Current Assets, Loans and Advances4. Current Assets, Loans and Advances
a) Inventories 77777 2793.342793.342793.342793.342793.34 2535.16b) Sundry Debtors 88888 8070.238070.238070.238070.238070.23 7059.05c) Cash & Bank Balances 99999 232.63232.63232.63232.63232.63 1486.61d) Other Current Assets 1010101010 36.1436.1436.1436.1436.14 122.53e) Loans & Advances 1111111111 6168.226168.226168.226168.226168.22 5832.50
Sub-TotalSub-TotalSub-TotalSub-TotalSub-Total 17300.5617300.5617300.5617300.5617300.56 17035.85
Less : Current Liabilities and ProvisionsLess : Current Liabilities and ProvisionsLess : Current Liabilities and ProvisionsLess : Current Liabilities and ProvisionsLess : Current Liabilities and Provisions 1212121212
a) Current Liabilities 13985.0213985.0213985.0213985.0213985.02 11094.53b) Provisions 163.96163.96163.96163.96163.96 1060.47
Sub-TotalSub-TotalSub-TotalSub-TotalSub-Total 14148.9814148.9814148.9814148.9814148.98 12155.00
Net Current AssetsNet Current AssetsNet Current AssetsNet Current AssetsNet Current Assets 3151.583151.583151.583151.583151.58 4880.85
MISCELLANEOUS EXPENDITURE 1313131313 0.000.000.000.000.00 302.14(To the extent not written off or adjusted)Deferred Revenue Expenditure
TotalTotalTotalTotalTotal 41739.1741739.1741739.1741739.1741739.17 39319.27
Significant Accounting Policies & Notes to the Accounts 2020202020Related Party Disclosures 2121212121The Schedules referred to above form an integral part of the Accounts
As per our report of even date attachedFor S.P. Puri & Co.,Chartered Accountants
(Vidur Puri - Partner) For and on behalf of the BoardMembership No. 90163
Place : Gurgaon Sudhir Chopra - Company Secretary Sunjay Kapur-Vice Chairman & Managing DirectorDated : 30th April, 2009 Rajiv Chanana - Chief Financial Officer Ravi Bhoothalingam - Director
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PPPPPROFITROFITROFITROFITROFIT & L& L& L& L& LOSSOSSOSSOSSOSS AAAAACCOUNTCCOUNTCCOUNTCCOUNTCCOUNT
FFFFFOR THE YEAR ENDEDOR THE YEAR ENDEDOR THE YEAR ENDEDOR THE YEAR ENDEDOR THE YEAR ENDED 3131313131STSTSTSTST MMMMMARCH,ARCH,ARCH,ARCH,ARCH, 20092009200920092009
Year endedYear endedYear endedYear endedYear ended Year endedParticularsParticularsParticularsParticularsParticulars ScheduleScheduleScheduleScheduleSchedule 31st March, 200931st March, 200931st March, 200931st March, 200931st March, 2009 31st March, 2008
Rs./LacsRs./LacsRs./LacsRs./LacsRs./Lacs Rs./LacsINCOMEINCOMEINCOMEINCOMEINCOME
Gross Sales 81004.7181004.7181004.7181004.7181004.71 82728.57
Less : Excise Duty and Other Taxes Recovered 11688.2611688.2611688.2611688.2611688.26 14372.28
Net Sales 69316.4569316.4569316.4569316.4569316.45 68356.29
Other Income 1414141414 377.67377.67377.67377.67377.67 609.17
TotalTotalTotalTotalTotal 69694.1269694.1269694.1269694.1269694.12 68965.46
EXPENDITUREEXPENDITUREEXPENDITUREEXPENDITUREEXPENDITURE
Raw Materials and Components Consumed 56239.7956239.7956239.7956239.7956239.79 50394.47
Decrease/(Increase) in Stock of
Finished Goods and Work-in-Process 1515151515 (29.29)(29.29)(29.29)(29.29)(29.29) 109.54
Excise Duty on Increase / (Decrease) in finished goods 0.580.580.580.580.58 3.89
Manufacturing Expenses 1616161616 3315.513315.513315.513315.513315.51 3478.63
Employees Remuneration and Benefits 1717171717 5384.155384.155384.155384.155384.15 4942.05
Administrative, Selling & Other Expenses 1818181818 3259.543259.543259.543259.543259.54 2974.77
Research & Development Expenses 20(6)20(6)20(6)20(6)20(6) 92.6492.6492.6492.6492.64 107.01
Finance Charges 1919191919 3168.453168.453168.453168.453168.45 1184.26
71431.3771431.3771431.3771431.3771431.37 63194.62
Cash Profit (1737.25)(1737.25)(1737.25)(1737.25)(1737.25) 5770.84
Miscellaneous Expenditure Written off 302.15302.15302.15302.15302.15 149.10Depreciation & Amortisation 2493.462493.462493.462493.462493.46 1677.51
Profit before Tax (4532.86)(4532.86)(4532.86)(4532.86)(4532.86) 3944.23
Provision for Tax - Current Year 0.000.000.000.000.00 755.00
Provision for Fringe Benefit Tax - Current Year 67.0067.0067.0067.0067.00 87.00
Provision for Fringe Benefit Tax - Previous Year 0.000.000.000.000.00 8.85
Increase/(Decrease) in Deferred Tax Liability (1496.75)(1496.75)(1496.75)(1496.75)(1496.75) 573.90
Profit after Tax (3103.11)(3103.11)(3103.11)(3103.11)(3103.11) 2519.48
Profit Brought forward from last Year 2450.582450.582450.582450.582450.58 1744.92
Profit available for appropriation (652.53)(652.53)(652.53)(652.53)(652.53) 4264.40
Proposed Dividend 0.000.000.000.000.00 695.60Tax on proposed Dividend 0.000.000.000.000.00 118.22
Transfer to General Reserve 0.000.000.000.000.00 1000.00
Balance carried to Balance Sheet (652.53)(652.53)(652.53)(652.53)(652.53) 2450.58
EARNING PER SHAREEARNING PER SHAREEARNING PER SHAREEARNING PER SHAREEARNING PER SHARE
Basic Earning Per Share (In Rs.) 20(18)20(18)20(18)20(18)20(18) (1.56)(1.56)(1.56)(1.56)(1.56) 1.30
Significant Accounting Policies and Notes to the Accounts 2020202020
Related Party Disclosures 2121212121
The Schedules referred to above form an integral part of the Accounts
As per our report of even date attached
For S.P. Puri & Co.,Chartered Accountants
(Vidur Puri - Partner) For and on behalf of the BoardMembership No. 90163
Place : Gurgaon Sudhir Chopra - Company Secretary Sunjay Kapur-Vice Chairman & Managing DirectorDated : 30th April, 2009 Rajiv Chanana - Chief Financial Officer Ravi Bhoothalingam - Director
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SSSSSCHEDULESCHEDULESCHEDULESCHEDULESCHEDULES FFFFFORMINGORMINGORMINGORMINGORMING PPPPPART OFART OFART OFART OFART OF AAAAACCOUNTSCCOUNTSCCOUNTSCCOUNTSCCOUNTS
31st March, 200931st March, 200931st March, 200931st March, 200931st March, 2009 31st March, 2008Rs./LacsRs./LacsRs./LacsRs./LacsRs./Lacs Rs./Lacs
SSSSSCHEDULE CHEDULE CHEDULE CHEDULE CHEDULE 11111
SSSSSHAREHAREHAREHAREHARE CCCCCAPITALAPITALAPITALAPITALAPITALAUTHORISED
25,00,00,000 Equity Shares of Re. 1/- each 2500.002500.002500.002500.002500.00 2500.00
(Previous Year 12,50,00,000 Equity Shares of Rs. 2/- each)
2500.002500.002500.002500.002500.00 2500.00
ISSUED, SUBSCRIBED AND PAID UP
19,87,41,832 Equity Shares of Re. 1/- each, fully paid up. 1987.421987.421987.421987.421987.42 1938.94
(Previous Year 9,69,47,235 Equity Shares of Rs. 2/- each, fully paid up)
1987.421987.421987.421987.421987.42 1938.94
SSSSSCHEDULE CHEDULE CHEDULE CHEDULE CHEDULE 22222
RRRRRESERVES &ESERVES &ESERVES &ESERVES &ESERVES & SSSSSURPLUSURPLUSURPLUSURPLUSURPLUS
Capital Reserve 0.440.440.440.440.44 0.44
(On account of reissue of forfeited Equity Shares)
Capital Redemption Reserve 120.66120.66120.66120.66120.66 120.66
Securities Premium Account
- Balance as on 01-04-2008 7343.357343.357343.357343.357343.35
- Add : Securities Premium on account of Preferential Issue of Shares 1577.821577.821577.821577.821577.82 8921.178921.178921.178921.178921.17 7343.35
General Reserve
- Balance as on 01.04.2008 6290.716290.716290.716290.716290.71 6290.71
Profit & Loss Account
- Balance as per Profit & Loss Account (652.53)(652.53)(652.53)(652.53)(652.53) 2450.58
14680.4514680.4514680.4514680.4514680.45 16205.74
SSSSSCHEDULE CHEDULE CHEDULE CHEDULE CHEDULE 33333
SSSSSECUREDECUREDECUREDECUREDECURED LLLLLOANSOANSOANSOANSOANS
Term Loans from Banks 13899.8213899.8213899.8213899.8213899.82 9752.50
Term Loans from Others 237.10237.10237.10237.10237.10 643.35
Short Term Loans from Banks 3801.383801.383801.383801.383801.38 791.20
Sales Tax Loan 210.89210.89210.89210.89210.89 318.68
18149.1918149.1918149.1918149.1918149.19 11505.73
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31st March, 200931st March, 200931st March, 200931st March, 200931st March, 2009 31st March, 2008
Rs./LacsRs./LacsRs./LacsRs./LacsRs./Lacs Rs./Lacs
SSSSSCHEDULE CHEDULE CHEDULE CHEDULE CHEDULE 44444
UUUUUNSECUREDNSECUREDNSECUREDNSECUREDNSECURED LLLLLOANSOANSOANSOANSOANSShort Term Loan and Avances from Banks 5750.005750.005750.005750.005750.00 7000.00
5750.005750.005750.005750.005750.00 7000.00
SSSSSCHEDULE CHEDULE CHEDULE CHEDULE CHEDULE 55555
FFFFFIXEDIXEDIXEDIXEDIXED AAAAASSETSSSETSSSETSSSETSSSETSSl. Assets Gross Block (At Cost)Gross Block (At Cost)Gross Block (At Cost)Gross Block (At Cost)Gross Block (At Cost) DepreciationDepreciationDepreciationDepreciationDepreciation Net BlockNet BlockNet BlockNet Bloc