MIRA INFORM REPORT

 

 

Report Date :

09.03.2007

 

IDENTIFICATION DETAILS

 

Name :

SUJANA UNIVERSAL INDUSTRIES LIMITED

 

 

Registered Office :

Plot No. 10, 11, 12, Survey No. 172, IDA Bollaum Village, Jinnaram Mandal, Medak District, Andhra Pradesh

 

 

Country :

India

 

 

Financials (as on) :

30.06.2006

 

 

Date of Incorporation :

22/08/1986

 

 

Com. Reg. No.:

01-6714

 

 

CIN No.:

[Company Identification No.]

L29309AP1986PLC006714

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

HYDS00195G

 

 

PAN No.:

[Permanent Account No.]

AACCS8630H

 

 

Legal Form :

A public limited liability company

The company’s shares are listed on the stock exchanges.

 

 

Line of Business :

Manufacturers, importers and exporters of iron, ball bearing, ceiling fans, etc.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 11500000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Slow by average 30 days

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having satisfactory track. Trade relations are fair. Payments are reported as slow.

 

The company can be considered for normal business dealings at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office :

Plot No. 10,11,12, Survey No. 172, Bollaum, Jinnaram Mandal, Medak, Andhra Pradesh, India

Website :

http://www.sujana.com

 

 

Corporate Office/

Secretarial Department  :

18, Nagarjuna Hills, Panjagutta, Hyderabad - 500 082

Tel. No.:

91-40-23351882, 23351887.

Fax No.:

91-40-23350766

E-Mail :

info.suil@sujana.com

 

 

Factory 1 :

LEG Division

Plot Nos.10,11 & 12, Survey No. 172, Bollaram Village, Jinnaram Mandal, Medak District, Andhra Pradesh

 

Domestic Appliances Division

Plot No.1B, Survey No. 308, Sri Venkateswara Co-operative Industrial Estate, Jeedimetla, Hyderabad-500 055

 

Steel Products Division

Plot No.128/A, I.D.A. Bollaram, Jinnaram Mandal, Medak District, Andhra Pradesh

 

Infrastructure Division

No. 18, Nagarjuna Hills, Panjagutta, Hyderabad – 500082

 

 

DIRECTORS

 

Name :

Shri Y.S. Chowdary

Designation :

Chairman

 

 

Name :

Shri G. Srinivasa Raju,

Designation :

Managing Director

 

 

Name :

Dr. K. Srinivasa Rao

Designation :

Directors

 

 

Name :

Shri J. Ramakrishnan

Designation :

Directors

 

 

Name :

Shri S. Hanumantha Rao

Designation :

Directors

 

 

Name :

Shri B. Ramachandra Rao

Designation :

Independent, Non – Executive Director

 

 

KEY EXECUTIVES

 

Name :

Shri P. Apser Hussen

Designation :

Company Secretary

 

 

 

MANAGEMENT COMMITTEE :

Shri. Y. S. Chowdary

Shri G. Srinivasa Raju

Shri J. Ramakrishnan

 

AUDIT COMMITTEE :

Dr. K. Srinivasa Rao

Shri J. Ramakrishnan

Shri S. Hanumantha Rao

Shri B. Ramachandra Rao

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

No. of Shares

Percentage of Holding

Promoters and their Relatives

8076035

16.77

Bodies Corporate

3895791

8.09

Individual Public

11602933

24.09

NRIs

808300

1.68

Foreign Bodies Corporate

1610000

3.34

Institutions

3768760

7.83

Custodians against Depository receipts

18400000

38.20

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturers, importers and exporters of iron, ball bearing, ceiling fans, etc.

 

 

Products :

Product Description                             Item Code No.

Fans                                                        841451                          

Bearings                                                  8482

Castiron Products                                   720113001

 

PRODUCTION STATUS

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Bearings

Nos.

10000000

10000000

--

Cast Iron Products

MTs

50000

50000

--

Appliances

Nos

--

718000

--

Ball Bearings & Components

Nos

--

--

365075

Appliance Ceiling Fans, Others and Components

Nos

--

--

68783

Steel Products

Nos

--

--

6247

Steel Products

Tones

--

--

251356

 

 

GENERAL INFORMATION

 

No. of Employees :

1500

 

 

Bankers :

Bank Of Baroda

Bank Of India

IndusInd Bank Limited

 

 

Financial Institutions :

IFCI Limited

IDBI Limited

 

 

Facilities :

 

As on 30.06.2006 [Rs. in Millions]

SECURED LOANS :

 

Term Loan

1241.568

H P Loans

2.718

Working Capital Loan

631.011

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

T. Raghavendra & Associates

Chartered Accountants

Address :

G – 4, Priya Apartments, Raj Bhavan Road, Somajiguda, Hyderabad – 500082

 

 

Group Companies :

Sujana Metal Products Limited

Sujana Universal Industries Limited

Padmini Corporation Limited

 

 

Associates :

Yelamanchili Finance & Trading Private Limited,

Foster Infin and Trading Private Limited

Sujana Metal Products Limited

Sujana Power (Tuticorin) Limited

Sujana Power (Gangaikondan) Limited

Padmini Corporation Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

80000000

Equity Shares

Rs. 10/- each

Rs. 800.000 millions

3000000

Preference Shares

Rs. 100/- each

Rs. 300.000 millions

 

TOTAL

 

Rs. 1100.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

48161819

Equity Shares

Rs. 10/- each

Rs. 481.618 millions

2436200

Cumulative Redeemable Preference Shares

Rs. 100/- each

Rs. 243.620 millions

 

Total

 

Rs. 725.238 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

30.06.2006

30.06.2005

30.06.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

725.238

199.859

199.859

2] Share Application Money

0.000

104.440

104.440

3] Reserves & Surplus

2193.995

946.472

638.148

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

2919.233

1250.771

942.447

LOAN FUNDS

 

 

 

1] Secured Loans

1875.297

2296.261

2532.575

2] Unsecured Loans

0.000

9.875

9.875

TOTAL BORROWING

1875.297

2306.136

2542.450

DEFERRED TAX LIABILITIES

274.321

235.342

174.173

 

 

 

 

TOTAL

5068.851

3792.249

3659.070

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1781.199

1735.275

1922.712

Capital work-in-progress

0.000

30.082

30.083

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

136.035

560.217

438.873

 

Sundry Debtors

2362.881

1976.264

1786.860

 

Cash & Bank Balances

457.359

17.510

5.477

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

1096.809

676.592

273.100

Total Current Assets

4053.084

3230.583

2504.310

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

743.504

1186.905

794.801

 

Provisions

21.928

16.786

3.234

Total Current Liabilities

765.432

1203.691

798.035

Net Current Assets

3287.652

2026.892

1706.275

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

5068.851

3792.249

3659.070

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

30.06.2006

30.06.2005

30.06.2004

Sales Turnover

8911.192

7936.659

8.177

Increase / [Decrease] in Stocks

[393.975]

182.966

0.000

Other Income

13.619

33.691

0.000

Total Income

8530.836

8153.316

8.177

 

 

 

 

Profit/(Loss) Before Tax

253.620

214.082

42.078

Provision for Taxation

60.297

77.956

11.101

Profit/(Loss) After Tax

193.323

136.126

30.977

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

1354.932

183.509

897.604

 

Commission Earnings

0.000

0.000

0.000

 

Other Earnings

0.000

0.000

0.000

Total Earnings

1354.932

183.509

897.604

 

 

 

 

Imports :

 

 

 

 

Raw Materials

1316.579

400.736

5689.255

 

Stores & Spares

0.000

0.000

0.000

 

Capital Goods

0.000

0.000

0.000

 

Others

0.000

0.000

0.000

Total Imports

1316.579

400.736

5689.255

 

 

 

 

Expenditures :

 

 

 

 

Financial Expenses

159.978

249.642

 

Manufacturing, Administrative and Selling

Expenses

191.417

120.471

8.135

 

Raw Material Consumed

7732.008

7383.434

 

 

Depreciation & Amortization

193.810

185.685

 

Total Expenditure

8277.213

7939.232

8.135

 

QUARTERLY RESULTS

 

PARTICULARS

 

 

30.09.2006

1st Qtr.

31.12.2006

2nd Qtr.

 Sales Turnover

 

 2084.600

 2091.600

 Other Income

 

 1.200

 3.400

 Total Income

 

 2085.800

 2095.000

 Total Expenditure

 

 1879.000

 1893.900

 Operating Profit

 

 206.800

 201.100

 Interest

 

 68.400

 40.200

 Gross Profit

 

 138.400

 160.900

 Depreciation

 

 48.500

 53.200

 Tax

 

 0.000

 0.000

 Reported PAT

 

 89.900

 107.700

 

Notes

 

200609 Quarter 1

 

EPS is Basic & Diluted Status of Investor Complaints for the quarter ended September 30, 2006 Complaints Pending at the beginning of the quarter Nil Complaints Received during the quarter 18 Complaints disposed off during the quarter 18 Complaints unresolved at the end of the quarter Nil 1. The above un-audited financial results for the quarter ended September 30, 2006 have been reviewed by the Audit Committee in its meeting held on October 14, 2006 and thereafter were taken on record by the Board of Directors in its meeting held on October 14, 2006. 2. The Company's Infrastructure Division has bagged contracts of value of over Rs 2000 million for the construction of an integrated residential township & Commercial buildings for leading companies in the electronics and IT sector & also specialized building for a super speciality hospital & medical college. 3. The Light Engineering Components Division is manufacturing several specialized precision engineering products for leading companies; the division has also successfully developed several automobile engineering components, for the production of which additional capacity is being planned. 4. The company's Appliances Division is planning to set up a new plant at Uttaranchal to avail the tax benefits. for manufacturing of Satellite range of electronic fans, which operates even when power fails and consumes less power than normal fans. 5.The capacity of the Casting Division of the Company is being expanded from 50000 TPA of M S castings to 240000 TPA (which will add a revenue of approx Rs 3000 million). 6.Provision for tax if any shall be made at the end to the year. 7.The Company issued 20,00,000 Global Depository Receipts of $8 each representing 2,00,00,000 Equity Shares of Rs 10/- each aggregating $16 million on September 28, 2005 of this $ 6.30 million has been utilised towards long term working capital and issue expenses. The balance is held in a separate bank account aboard, pending farther deployment.

 

200612 Quarter 2

 

EPS is Basic & Diluted Status of Investor Complaints for the quarter ended December 31, 2006 Complaints Pending at the beginning of the quarter Nil Complaints Received during the quarter 18 Complaints disposed off during the quarter 18 Complaints unresolved at the end of the quarter Nil 1.The above un-audited financial results for the quarter ended December 31, 2006 have been reviewed by the Audit Committee in its meeting held on January 25, 2007, and thereafter were taken on record by the Board of Directors in its meeting held on January 25, 2007. 2. The Company's Infrastructure Division which is executing contracts of value of over Rs 2000 million is planning to invest around Rs 400 million towards equipment and machinery base for the division as well as working capital. 3.The Light Engineering Components Division is manufacturing several specialized precision engineering components. In view of large demand, plans for expansion of capacity are under finalization. 4. The Company's Appliances Division is reengineering its marketing presence through distributed manufacturing for a Pan India reach. 5. Provision for tax, if any, shall be made at the end of the year. 6.The Company issued 20,00,000 Global Depository Receipts of $8 each representing 2,00,00,000 Equity Shares of Rs 10/- each aggregating $16 million on September 28, 2005 of this $ 7.30 million has been utilised towards long term working capital and issue expenses. The balance is held in a separate bank account aboard, pending further deployment.

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2006

31.03.2005

31.03.2004

PAT / Total Income

(%)

2.26

1.66

378.83

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

2.97

2.62

514.58

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

4.34

4.31

0.95

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.08

0.17

0.04

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.90

2.80

3.54

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

5.29

2.68

3.13

 

STOCK PRICES

 

Face Value

Rs.10/- each

High

Rs.16.25/-

Low

Rs.15.40/-

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Company's Performance:

The Directors hereby report that the Company has achieved a turnover of Rs. 8911.192 millions up to 30.06.2006,

consisting of twelve (12) months, as against the turnover of Rs. 7936.659 millions for the previous year ended 30.06.2005

 

Operations and Future plans :

Light Engineering Components (LEC) Division:

The total turnover of the Division for the 12 months period ended 30.06.2006 is Rs. 612.9 millions, which mainly includes the turnover of Bearings, Light Engineering Components &

 

Auto Components.

The Light Engineering Components (LEC) Division has made rapid stride in he last year by developing and manufacturing several specialized precision engineering products for Tecumseh Compressors, The Division is also executing precision engineering jobs for Tata Steel (Bearing division).During the last two years, the Division has developed successfully, several automobile engineering components like shafts, spindles, pistons, crankshafts etc.

 

In order to ramp up the production capacity and utilize the engineering skills quickly, the Division is also planning to acquire an existing unit (s) with the required manufacturing capacities. The Company proposes to invest about Rs. 150 millions for these purposes.

 

Appliances Division:

The turnover of Appliances Division & Appliance Components accounted for a turnover of Rs. 264.700 millions. The Appliances Division of the company has recently developed and launched 'Satlite' range of electronic fans for the first time in the country.

 

These fans with built-in rechargeable battery, AC-DC converter and electronic relay comes with LED lighting and electronic remote and operates even when the power fails. They also consume less power compared to normal fans and are certified by Central Power Research Institute (CPRI), Bangalore. The company also launched ventilator fans with superior functions under the brand 'Siracco', which is now well established in the South. Registration of patent rights for these products is under process. In the light of extremely good response for this range, the company plans to set up a new and larger production facility at Uttaranchal, where fiscal concessions like exemption from excise duty, reduction in CST and concessions on income tax are available. The proposed unit in Uttaranchal will have in addition a larger facility for the manufacture of conventional ceiling fans, which will enable the company to improve the operating margins as well as sales in this product line as well. Upon commencing production at the new facility, the company also proposes to market these products in other parts of the country, mainly in the northern and western states where there is very good demand for such products. The appliances has also developed recently a multifunctional and portable inverter with several unique features. The company will be launching this product shortly. Bulk production of this product will be taken at the proposed plant in Uttaranchal. Investment of about Rs. 150 millions is planned for these expansion plans of this Division.

 

Steel Products Division:

The turnover of the Castings Division for the year ended 30.06.2006 is Rs. 218.900 millions. The Casting Division has into operation from 21.06.2004. The Casting Division is being expanded and the turnover is expected to

increase in the forth coming years. The total turnover of the Division for the 12 months period ended 30.06.2006 is Rs. 7814.700 millions as against the budgeted turnover of Rs. 6433.100 millions which mainly includes the trading and processing. The average price of steel during the year was around Rs. 26,000/- per Mt. The steel product division's turnover comprises of processed steel and other steel products like MS Castings, MS Rods, MS Angels, MS Flats and TMT Bars. In the light of the good demand for M.S. and special steel castings, including

from the group companies, it is proposed to set up another facility of capacity about 240,000 TPA for the manufacture of M.S. and special steel castings. This is proposed to be set up by the company or through a subsidiary.

 

Infrastructure Division:

Members are aware that in the light of the tremendous opportunities and in order to participate in the country's economic development through the fast growing infrastructure sector, the Company has set up a separate Division for this purpose. The Division is headed by a senior person well experienced in this field both within the country and abroad. I am glad to inform that the newly formed Infrastructure Division has already made rapid strides by bagging construction/ development contracts of value over Rs. 2000 millions for the construction of integrated residential townships, commercial buildings for leading companies in the electronics & IT sector and specialized buildings for a super specialty hospital & medical college. Contracts of value over Rs. 3000 millions are under negotiation and are expected to be awarded to the company within the next 3-6 months. The company proposes to invest about Rs. 400 millions towards construction equipment and working capital for this Division. The company also proposes to allocate about Rs. 150 millions in the current year for retiring some of the high cost debt.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

The following Management Discussion and Analysis contains a brief write-up on the industry structure, opportunities and concerns, performance of the Company with respect to the operations and other information such as future outlook.

 

Overview

SUIL is well diversified engineering company engaged in manufacturing of Bearings, Domestic Appliances, Industrial Castings, Auto Components and manufacturing of MS Ingots. The main products of the Company consists of fans, bearings, water pumps assembly, piston sets, break disc, wheel disc, MS ingots. It also involved

in trading of variety of Steel products having a strong associations with multi-nationals.

 

Industry structure and development

Overall economic development of the country will call for the sound infrastructure development in the area of transport, communication, power, civil construction etc. The developments in the above sectors have paved way for excellent market opportunities in coming years for variety of steel products. According to Cygms Business

Consulting and Research, by the year 2020 the domestic demand for steel would reach approx.  120 million tones from approx. 40 million tones currently.

 

Growth in Automobile Sector:

India is world's second largest in two wheelers and three wheelers market and stands fifth in the passenger cars market. Auto components industry size stands at US $ 5 bin which is just 5% of the world market size. With liberalisation of the Indian economy and availability of cheap labour and excellent technical support the big auto giants have identified India as a manufacturing hub. This poised for excellent growth of auto and auto components industry in India.

 

Opportunities and Strengths

There are excellent opportunities in Steel products due to large scale investments in infrastructure and  construction activities. The constant growth in auto sector the demand for auto components has also gone up substantially in the domestic and international market. SUIL having excellent manpower, manufacturing facilities and competent management is already grabbed the available opportunities.

 

Business Outlook

SUIL has taken up extensive development activity of value added products to improve the margins by achieving higher volume of sales. The efforts of the Company are expected to yield favourable results in medium /long term.

 

Internal Control Systems and their Adequacy:

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure that:

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

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

• All internal policies and statutory guidelines are complied with.

 

The effectiveness of internal control is continuously monitored by the Audit Committee of the Company. The Company has an Audit Committee which regularly reviews the reports submitted. All significant audit observations and follow-up actions thereon are reported to the Audit Committee. The Committee also met the Company's Statutory Auditors to ascertain their views on the adequacy of internal control systems in the Company and their observations on financial reports. The Audit Committee observations are acted upon by the Management. The Company has implemented the corporate governance requirements and the Audit Committee periodically reviews the systems and procedures of the Company.

 

Fixed Assets:

 

Land, Buildings, Plant & Machinery, Electrical Installation, Office Equipments, Testing Equipments, Furniture & Fixtures and Vehicles

 

AS PER WEBSITE

 

VISION

 

The beginnings of a mighty oak lie in a humble acorn. And so it was with Sujana Universal Industries Limited (SUIL). What started off as a small ceiling fan manufacturing company, the first company of the Sujana Group, is today a Rs 8000 millions diversified engineering company.

 

Incorporated in August 1986 under the name Sujana Domestic Appliances Limited, the company started manufacturing ceiling fans under the name Padmini, a popular brand with immediate recall to this day. The rest, as they say, is history.

 

The drive and vision of the founders is apparent in the fact that the company soon diversified to encompass many more related activities. Its growing supremacy in each sphere of operation, speaks volumes about the holistic way SUIL’s profitability and competitiveness has been structured and envisioned.


The Company was more aptly rechristened Sujana Universal Industries Limited in 2003, to reflect its wide range of activities. In its present form the company includes 3 divisions:

 

Light Engineering Components Division (Appliances & Bearings)

Casting Division

Steel Products Division

 

CODE OF CONDUCT FOR DIRECTORS

 

Introduction:

 

Sujana Universal Industries Limited (a "Company") is committed to maintain the highest standards of ethical conduct. This Code of Conduct for Directors reflects the business practices and principles of behavior that support this commitment. Their Board of Directors are responsible for setting the standards of conduct contained in the Code and for updating these standards as appropriate to reflect legal and regulatory developments. They expect every director to read and understand this Code and its application to the performance of his or her responsibilities. They will hold each of our directors accountable for adherence to this Code.

 

All Directors, Key and Senior Managerial Personnel should sign the acknowledgement form at the end of this Code and return the form to the HRD Department indicating that they have received, read and understood and agreed to comply with the Code. The signed acknowledgement form will be filed in each Officer’s personal file.

 

This Code of Conduct applies to:

(a) all the Directors of Sujana Universal Industries Limited (Company); and

(b) all the Key and Senior Managerial Personnel of the Company i.e who are of the rank of General Manager and above including all functional heads who have the opportunity to materially influence the integrity, strategy and operations of the business and financial performance of the Company.

 

In terms of the Listing Agreement all the Board Members and the Key and Senior Managerial Personnel should affirm compliance with the Code on an annual basis. The Annual report of the Company shall contain a declaration to this effect and signed by the Chairman-cum-Managing Director.

2. Purpose

The Company’s reputation depends on the conduct of its Directors, Senior Executives and its employees. Every employee who is associated with the Company must play a part in maintaining Sujana’s reputation for the highest ethical standards.

 

The purpose of this Code of Conduct, apart from meeting the requirements of Listing Agreement with the Stock Exchanges, is to:

 

(a) articulate the high standards of honesty, integrity, ethical and law abiding behaviour expected of Directors and Senior Executives;

(b) encourage the observance of those standards to protect and promote the interests of shareholders and other stakeholders (including employees, customers, suppliers and creditors and society at large);

(c) guide Directors and Senior Executives as to the practices thought necessary to maintain confidence in the Company's integrity; and

(d) set out the responsibility and accountability of Directors and Senior Executives to report and investigate any reported violations of this code or unethical or unlawful behaviour.

 

It is impossible to spell out every possible ethical scenario. The Directors and Senior Executives should rely on their discretion, judgment and skill expected from a reasonably prudent person under comparable circumstances.  This Code of Conduct will provide Directors and Key and Senior Managerial Sujana only general guidance on the standards of conduct expected of them including guidelines on conflict of interests.

 

Compliance Officer:

The Secretary of the Company has designated as its Compliance Officer to administer this Code. Directors, at their discretion, may make any report or complaint provided for in this Code to the Chairman of the Board of the Company or to the Compliance Officer. The Compliance Officer will refer complaints submitted, as appropriate, to the Chairman of the Company.

 

Compliance With Applicable Laws:

Directors must comply with all of the laws, rules and regulations of India and other countries, as well as the states, counties, cities, and other jurisdictions, applicable to the Company or its business. This Code does not summarize all laws, rules and regulations applicable to the Company or its business. The Directors are required to follow various rules and regulations, including Corporate Laws; securities laws concerning disclosure requirements and insider trading and other applicable laws. Directors should consult with the Chairman of the Board or the Compliance Officer if they have questions about laws that they think may be applicable to the Company or its business.

 

Conflicts Of Interest :

A "conflict of interest" may exist whenever the interests of a director conflict in any way (or even appear to conflict) with the interests of a Company. While our directors should be free to make personal investments and enjoy social relations and normal business courtesies, they must not have any interests that adversely influence the performance of their responsibilities. A conflict situation can arise when a director takes actions or has interests that may make it difficult to perform his or her Company responsibilities objectively. Conflicts of interest also may arise when a director, or a member of his or her family, receives improper personal benefits as a result of his or her position with a Company, whether received from that Company or a third party. Although it is not always possible to avoid conflicts of interest, it is each Company's policy to prohibit such conflicts when possible. Conflicts of interest may not always be clear-cut, so if directors have a question, they are encouraged to consult with the Chairman of the Board or the Compliance Officer. Any director who becomes aware of a conflict or potential conflict should bring it to the attention of the Chairman of the Board or the Compliance Officer.

 

Corporate Opportunity:

Except as may be approved by the Board of Directors or a committee of independent directors, directors are prohibited from

 

(a) taking for themselves personally any opportunities that belong to the Company or are discovered through the

use of corporate property, information, or position;

(b) using corporate property, information, or position for personal gain; and

(c) competing with the Company.

 

Confidentiality:

All directors must maintain the confidentiality of confidential information entrusted to them by the Company, except when the applicable Company authorizes disclosure or required by laws, regulations, or legal proceedings. The term "confidential information" includes, but is not limited to, non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed. Whenever feasible, directors should consult the Chairman of the Board or the Compliance Officer if they believe they have a legal obligation to disclose confidential information.

 

Fair Dealing:

Each director should endeavor to deal fairly with the respective Company's customers, suppliers, competitors, officers and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. Inappropriate use of proprietary information, misusing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. A director must perform his or her duties in good faith, acting honestly, free from the intention to defraud.

 

Protection And Proper Use Of Company Assets:

All directors should perform their duties in a manner that protects the Company's assets and ensures their efficient use. All Company assets should be used for legitimate business purposes.

 

Accounting Complaints:

The Audit Committee of the Board of Directors are responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters. Directors who have concerns or complaints regarding such matters are encouraged to promptly submit those concerns or complaints to the Compliance Officer, subject to its duties arising under applicable law, regulations and legal proceedings, will treat such submissions confidentially. Such concerns or complaints may be made anonymously.

 

Reporting Any Illegal Or Unethical Behavior:

Directors are encouraged to promptly contact the Chairman of the Board or the Compliance Officer if the director believes that he or she has observed illegal or unethical behavior by any employee, officer, or director, or by anyone purporting to be acting on Company's behalf and, the reporting director has any doubt about the best course of action in a particular situation. Any such reports may be made anonymously. Confidentiality will be maintained, to the extent permitted by law.

 

Public Company Reporting:

As public companies, it is of critical importance that the Company's filings with the Registrar of Companies, Stock Exchanges and Securities and Exchange Board of India be full, fair, accurate, timely, and understandable. Directors may be asked to provide information necessary to assure that the Company's public reports meet these requirements. The Company expects its directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements.

 

Amendment, Modification And Waiver:

This Code may be amended, modified, or waived by the Company's Board of Directors, subject to the disclosure and other provisions of the Securities and Exchange Board of India, and the rules there under and the applicable rules of the Bombay Stock Exchange Limited.

 

QUALITY

They at SUIL believe that one’s success is determined by the quality of inputs put in, be they ideas, raw materials or ones own efforts. So it goes without saying that the success we’ve achieved is in direct proportion to the quality that’s been permeating every work area for the last few decades.


The hallmark of the Sujana Group is harnessing technology to produce quality. It’s the absolute thumbs

 

At the production level, the Q word has been quantified:


a) In the Light Engineering Components Division, stringent on-line tests at all stages     ensure the best quality. They adopt international specifications for manufacturing     and quality acceptance, and are certified under ISO 9001:2000 for implementing     quality systems as per International Standards by Underwriter Laboratories Inc. USA. Its products are accredited by SGS India, a national Certification Agency.


b) Padmini fans have been approved by Central Power Research Institute, Bangalore after testing for superiority in air delivery, speed, power consumption, regulator strength, among other parameters.

 

Towards excellence in every sphere

Sujana Universal Industries Limited (SUIL), incorporated in 1986, is the flagship company of the group and comprises four activities:

 

Domestic Appliances, Bearings, Castings and International Trade.


Two popular products from SUIL include Padmini ceiling fans and Zephyre designer fans, which are among the largest selling ceiling fans in South India. They have a significant presence in 15 other countries. Their success has enthused SUIL to enter into domestic appliances like exhaust, table and pedestal fans, ventilator fans, air coolers etc.


SUIL also manufactures a wide range of ball and taper roller bearings and other precision engineering products. SUIL is also envisaging the introduction of value-added products like pump assemblies, clutch release bearings and automobile spindles.


The castings Division of the company manufactures castings of various grades including billets/ingots for the TMT line of SMPL.

 

There is no time like today, it is said. And truer words couldn’t have been said about the business scenario we’re looking at. The requirement for steel products is poised for excellent market opportunities. The consumption of steel is a direct function of industrial growth and is being propelled ever upwards, mainly by the growth in infrastructural activity and the automobile industry.

 

In an economy poised to touch newer and newer highs, SUIL is geared up to meet market demands and what’s more, can even serve aces with the edge that it has. With our excellent manpower, state of the art manufacturing facilities and A-list management, they are grabbing every lucrative opportunity. What speaks volumes in their favor is that SUIL has always kept its head up, even during the turbulent years when market conditions were difficult. And for that, they reap the benefits today.


The growth pattern:


Its domestic appliances division is thriving, with consumers willing to pay for the quality and value addition they give, and driven by the consumerist culture of today.


· There are also excellent opportunities for our Casting Division to grow by leaps and bounds, due to large-scale investments across the country, in infrastructure and construction activities.

· The automobile industry in India is growing exponentially, compared to the rest of the world. The constant growth in this sector has led to the demand for auto components going up substantially. Further, the automobile giants have even identified India as a manufacturing hub, all of which spells good news for the Bearings Division.
· SUIL issued 20 million Global Depository Receipts (GDRs) priced @US$0.80 each aggregating to $16 million. Each GDR has an underlying equity share of face value Rs. 10/- each. The GDRs are listed on the Luxembourg Stock Exchange. The proceeds of the GDR issue will be used for additional investment in quality upgradation, balancing equipment, for enhancing the capacity and to meet the long term working capital needs in the Appliances and Light Engineering Components Divisions.


The road ahead:

At SUIL, they believe in dynamism – for the only thing that’s constant in a business environment, is change. The plans they have in the pipeline have been formulated specifically to help us stay not just on top of the game, but a few steps ahead of the others in the fray.

They plan to restructure the company, in order to attract strategic investment and marketing technology in crucial areas. Through this, the Bearings and the Appliances Division will be in a position to upgrade technology and achieve rapid growth. They are looking at a quantum jump in turnover, along the lines of a 50 % leap.

 

They further propose to pursue rapid growth areas like infrastructure development, which is a pointer to the future.

SUIL is also envisaging the introduction of value-added products like pump assemblies, clutch release bearings, textile and automobile spindles, etc.

 

Its vision for SUIL is to build up globally accepted production facilities with minimum production costs. They are adding equipment to enhance the quality of our products across all divisions, and to achieve cost cutting measures.

 

For instance, in the Appliances Division, they  are completely automating the winding section under fans. Thus, manufacturing capacity gets enhanced, which will assist the goal of marketing products across the country. There will be a further thrust in the direction of fan exports.

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.44.22

UK Pound

1

Rs.85.27

Euro

1

Rs.58.24

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

4

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

45

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions