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Report Date : |
09.03.2007 |
IDENTIFICATION
DETAILS
|
Name : |
SUJANA UNIVERSAL INDUSTRIES
LIMITED |
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Registered Office : |
Plot No. 10, 11, 12, Survey No. 172,
IDA Bollaum Village, Jinnaram Mandal, Medak District, Andhra Pradesh |
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Country : |
India |
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Financials (as on) : |
30.06.2006 |
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Date of Incorporation : |
22/08/1986 |
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Com. Reg. No.: |
01-6714 |
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CIN No.: [Company
Identification No.] |
L29309AP1986PLC006714 |
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TAN No.: [Tax
Deduction & Collection Account No.] |
HYDS00195G |
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PAN No.: [Permanent
Account No.] |
AACCS8630H |
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Legal Form : |
A public limited liability
company The company’s shares are listed
on the stock exchanges. |
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Line of Business : |
Manufacturers, importers and
exporters of iron, ball bearing, ceiling fans, etc. |
RATING &
COMMENTS
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MIRA’s Rating : |
Ba |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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Maximum Credit Limit : |
USD 11500000 |
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Status : |
Satisfactory |
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Payment Behaviour : |
Slow by average 30 days |
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Litigation : |
Clear |
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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
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Registered Office : |
Plot No. 10,11,12, Survey No.
172, Bollaum, Jinnaram Mandal, Medak, Andhra Pradesh, India |
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Website : |
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Corporate Office/ Secretarial Department : |
18, Nagarjuna Hills, Panjagutta, Hyderabad - 500 082 |
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Tel. No.: |
91-40-23351882, 23351887. |
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Fax No.: |
91-40-23350766 |
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E-Mail : |
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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
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Name : |
Shri
Y.S. Chowdary |
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Designation : |
Chairman |
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Name : |
Shri
G. Srinivasa Raju, |
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Designation : |
Managing
Director |
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Name : |
Dr.
K. Srinivasa Rao |
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Designation : |
Directors |
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Name : |
Shri
J. Ramakrishnan |
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Designation : |
Directors |
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Name : |
Shri
S. Hanumantha Rao |
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Designation : |
Directors |
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Name : |
Shri B. Ramachandra Rao |
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Designation : |
Independent, Non – Executive Director |
KEY EXECUTIVES
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Name : |
Shri P. Apser Hussen |
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Designation : |
Company Secretary |
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MANAGEMENT
COMMITTEE : |
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Shri. Y. S. Chowdary |
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Shri G. Srinivasa Raju |
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Shri J. Ramakrishnan |
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AUDIT COMMITTEE
: |
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Dr. K. Srinivasa Rao |
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Shri J. Ramakrishnan |
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Shri S. Hanumantha Rao |
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Shri B. Ramachandra Rao |
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MAJOR SHAREHOLDERS
/ SHAREHOLDING PATTERN
|
Names of Shareholders |
No. of Shares |
Percentage of
Holding |
|
Promoters and their Relatives |
8076035 |
16.77 |
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Bodies Corporate |
3895791 |
8.09 |
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Individual Public |
11602933 |
24.09 |
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NRIs |
808300 |
1.68 |
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Foreign Bodies Corporate |
1610000 |
3.34 |
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Institutions |
3768760 |
7.83 |
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Custodians against Depository receipts |
18400000 |
38.20 |
BUSINESS DETAILS
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Line of Business : |
Manufacturers, importers and
exporters of iron, ball bearing, ceiling fans, etc. |
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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 |
-- |
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Cast
Iron Products |
MTs |
50000 |
50000 |
-- |
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Appliances |
Nos |
-- |
718000 |
-- |
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Ball Bearings
& Components |
Nos |
-- |
-- |
365075 |
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Appliance
Ceiling Fans, Others and Components |
Nos |
-- |
-- |
68783 |
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Steel
Products |
Nos |
-- |
-- |
6247 |
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Steel
Products |
Tones |
-- |
-- |
251356 |
GENERAL
INFORMATION
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No. of Employees : |
1500 |
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Bankers : |
Bank
Of Baroda Bank
Of India IndusInd Bank Limited |
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Financial Institutions : |
IFCI Limited IDBI Limited |
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Facilities : |
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Banking
Relations : |
-- |
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Auditors : |
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Name : |
T. Raghavendra & Associates Chartered Accountants |
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Address : |
G – 4, Priya Apartments, Raj Bhavan Road, Somajiguda, Hyderabad –
500082 |
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Group Companies : |
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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 |
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TOTAL |
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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 |
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Total |
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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 |
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SHAREHOLDERS FUNDS |
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1] Share Capital |
725.238 |
199.859 |
199.859 |
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2] Share Application Money |
0.000 |
104.440 |
104.440 |
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3] Reserves & Surplus |
2193.995 |
946.472 |
638.148 |
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4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
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NETWORTH |
2919.233 |
1250.771 |
942.447 |
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LOAN FUNDS |
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1] Secured Loans |
1875.297 |
2296.261 |
2532.575 |
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2] Unsecured Loans |
0.000 |
9.875 |
9.875 |
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TOTAL BORROWING |
1875.297 |
2306.136 |
2542.450 |
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DEFERRED TAX LIABILITIES |
274.321 |
235.342 |
174.173 |
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TOTAL |
5068.851 |
3792.249 |
3659.070 |
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APPLICATION OF FUNDS |
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FIXED ASSETS [Net Block] |
1781.199 |
1735.275 |
1922.712 |
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Capital work-in-progress |
0.000 |
30.082 |
30.083 |
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INVESTMENT |
0.000 |
0.000 |
0.000 |
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DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
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CURRENT ASSETS, LOANS & ADVANCES |
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Inventories |
136.035
|
560.217 |
438.873 |
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Sundry Debtors |
2362.881
|
1976.264 |
1786.860 |
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Cash & Bank Balances |
457.359
|
17.510 |
5.477 |
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Other Current Assets |
0.000
|
0.000 |
0.000 |
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Loans & Advances |
1096.809
|
676.592 |
273.100 |
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Total
Current Assets |
4053.084
|
3230.583 |
2504.310 |
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Less : CURRENT
LIABILITIES & PROVISIONS |
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Current Liabilities |
743.504
|
1186.905 |
794.801 |
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Provisions |
21.928
|
16.786 |
3.234 |
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Total
Current Liabilities |
765.432
|
1203.691 |
798.035 |
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Net Current Assets |
3287.652
|
2026.892 |
1706.275 |
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MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
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TOTAL |
5068.851 |
3792.249 |
3659.070 |
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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 |
|
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Other Income |
13.619 |
33.691 |
0.000 |
|
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Total Income |
8530.836 |
8153.316 |
8.177 |
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Profit/(Loss) Before Tax |
253.620 |
214.082 |
42.078 |
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Provision for Taxation |
60.297 |
77.956 |
11.101 |
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Profit/(Loss) After Tax |
193.323 |
136.126 |
30.977 |
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Earnings in Foreign Currency : |
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Export Earnings |
1354.932 |
183.509 |
897.604 |
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Commission Earnings |
0.000 |
0.000 |
0.000 |
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Other Earnings |
0.000 |
0.000 |
0.000 |
|
Total Earnings |
1354.932 |
183.509 |
897.604 |
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Imports : |
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Raw Materials |
1316.579 |
400.736 |
5689.255 |
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Stores & Spares |
0.000 |
0.000 |
0.000 |
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Capital Goods |
0.000 |
0.000 |
0.000 |
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Others |
0.000 |
0.000 |
0.000 |
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Total Imports |
1316.579 |
400.736 |
5689.255 |
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Expenditures : |
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Financial Expenses |
159.978 |
249.642 |
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Manufacturing, Administrative and Selling Expenses |
191.417 |
120.471 |
8.135 |
|
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Raw Material Consumed |
7732.008 |
7383.434 |
|
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Depreciation & Amortization |
193.810 |
185.685 |
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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 |
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Net Profit Margin (PBT/Sales) |
(%) |
2.97
|
2.62 |
514.58 |
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Return on Total Assets (PBT/Total Assets} |
(%) |
4.34
|
4.31 |
0.95 |
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Return on Investment (ROI) (PBT/Networth) |
|
0.08
|
0.17 |
0.04 |
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|
Debt Equity Ratio (Total Liability/Networth) |
|
0.90
|
2.80 |
3.54 |
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|
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 |
|