MIRA INFORM REPORT

 

 

 

Report Date :

18.10.2008

 

IDENTIFICATION DETAILS

 

Name :

SUJANA METAL PRODUCTS LIMITED

 

 

Registered Office :

Survey Nos.296/7/9, IDA Bollaram, Jinnaram Mandal, Medak District, Andhra Pradesh

 

 

Country :

India

 

 

Financials (as on) :

30.06.2007

 

 

Date of Incorporation :

02.05.1988

 

 

Com. Reg. No.:

01-008610

 

 

CIN No.:

[Company Identification No.]

L28120AP1988PLC008610

 

 

Legal Form :

A Public Limited Liability Company. The Company shares are listed in the Stock Exchanges.

 

 

Line of Business :

Subject is engaged in producing Re-Rolled products, Mild Steel Ingots and others.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

USD 15000000

 

7

Status :

Very Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and reputed company having satisfactory track. Directors are reported as experienced, respectable, and resourceful industrialists. Their trade relations are fair. General financial position is satisfactory. Payments are correct and as per commitments.

 

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

 

 

LOCATIONS

 

Registered Office

/ Factory :

Survey Nos.296/7/9, IDA Bollaram, Jinnaram Mandal, Medak District, Andhra Pradesh, India

Websites :

www.sujana.com

 

 

Corporate Office :

18, Nagarjuna Hills, Panjagutta, Hyderabad - 500 082, Andhra Pradesh, India

Tel. No.:

91-40-23351882/5/7, 23351887

Fax No.:

91-40-2335 0766

E-Mail :

info@sujana.com

 

 

Chennai Office :

Suit No. 4, 8th Floor, Jhaver Plaza, 1-A, Nungambakkam High Road, Chennai – 600 034, Tamil Nadu, India

Tel No.:

91-44-4214 4993 – 998

Fax No.:

91-44-4214 4666

 

 

Factory :

*      Survey Nos.296/7/7, IDA Bollaram, Jinnaram Mandal, Medak District, Andhra Pradesh, India

*      Plot No.159B & C I.D.A.Bollaram, Jinnaram Mandal, Medak District Andhra Pradesh, India

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

*      Manjankaranai Village, Chengai G. R. District, Chennai, Tamilnadu, India

 

 

DIRECTORS

 

Name :

Mr Y.S. Chowdhary

Designation :

Chairman

 

 

Name :

Mr. R.K. Birla

Designation :

Managing Director

 

 

Name :

Mr. G. Srinivasa Raju

Designation :

Director

 

 

Name :

Mr. S. Hanumantha Rao

Designation :

Director

 

 

Name :

Mr. J. Ramakrishnan

Designation :

Independent Director

 

 

Name :

Mr K Kameshwara Rao

Designation :

Independent Director

 

 

Name :

Mr V Malakonda Reddy

Designation :

Independent Director

 

 

Name :

Mr K Srinivas Rao (Dr.)

Designation :

Independent Director

 

 

Name :

Mr. B. P. Mandal

Designation :

Independent Director

 

 

KEY EXECUTIVES

 

Name :

Mr Y S Chowdary

Designation :

Management Committee Member and Shareholder Grievance Committee

 

 

Name :

Mr G Srinivasa Raju

Designation :

Management Committee Member and Share Transfer Committee and Shareholder Grievance Committee

 

 

Name :

Mr R K Birla

Designation :

Management Committee Member and Share Transfer Committee

 

 

Name :

Mr S Hanumantha Rao

Designation :

Management and Audit Committee Member and Shareholder Grievance Committee

 

 

Name :

Mr K Srinivasa Rao

Designation :

Audit Committee Member and Remuneration Committee 

 

 

Name :

Mr V Malakonda Reddy

Designation :

Audit Committee Member and Remuneration Committee 

 

 

Name :

Mr K Kameshwara Rao

Designation :

Audit Committee Member

 

 

Name :

Mr. Y. S. Chowdary

Designation :

Share Transfer Committee

 

 

Name :

Mr. J. Ramkrishnan

Designation :

Remuneration Committee 

 

 

Name :

Mrs Shaik Razia

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders (As on 30.06.2007)

No. of Shares

Percentage of Holding

Promoters and their Relatives

23480804

45.18

Bodies Corporate

1922882

3.70

Public – Individuals

6404991

12.32

Flls and OCBs

17111408

32.92

Institutional Investors and others

3053439

5.87

Total

51973524

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Company is in engaged in producing Re-Rolled products, Mild Steel Ingots and others.

 

 

Products :

Product Description

Indian Trade Classification

Steel Bars And Rods

72145000

Steelangles, Shapes And U, I, H, L or T Sections

72161000

 

 

PRODUCTION STATUS

 

Particulars

 

Unit

Installed Capacity

Actual Production

 

 

 

 

 

a) Castings Division:

 

 

 

 

M.S. Ingots

 

MT

26400

--

b) Re-Rolling Units

 

 

 

 

CTD/ TMT/ Bars

 

MT

290000

261247610

 

 

GENERAL INFORMATION

 

Customers :

Following are some of the key customers of the company

 

1] Towers

 

Bharti Tele-Ventures Limited

Bharti Tele-Ventures is India 's leading private sector provider of telecommunications services based on a strong customer base consisting of approximately 11.84 million customers

 

Reliance Telecom Limited

Reliance Telecom Limited (RTL) is promoted by the Reliance Group. RTL provides Cellular Services in 7 telecom Circles encompassing 10 States of India. RTL's subscriber base increased by 46 per cent during the FY 2003-04 to 0.8 million. RTL has plans of increasing its presence with a wider network area across all the towns in the country.


Global Tele Systems Limited

AP Transco

Deepak Cables Limited

Power Grid Corporation

Tata Tele Limited

 

 

2] TMT Bars

 

Larsen & Toubro Limited

Larsen & Toubro Limited is India 's largest engineering and construction conglomerate.Strong, customer-focused approach and a constant quest for top-class quality has enabled the Company to attain and sustain leadership position for over six decades.L&T has pioneered spectacular achievements in Indian industry. Many buildings, highways, bridges and civil structures around the country regarded as landmarks are constructed by Larsen & Toubro.

 

Shapoorji Paloonji & Company Limited

Shapoorji Paloonji & Co Limited is a reputed construction company. The Company's reputation for excellence is based on its using the latest construction techniques, equipment, high emphasis on quality and a strong base of resources in terms of capital and personnel.

 

IVRCL Infrastructures & Projects Limited.

IVRCL Infrastructures & Projects Limited., (formerly IVR Constructions Limited) commenced as a premier EPCC & LSTK Service Provider with front-end engineering capabilities. Commencing operations with building construction as Class I Contractor-firm in 1987, IVRCL forayed into various social infrastructure sectors like water transmission, solid waste management, roads and high-ways, bridges, power transmission lines with attendant engineering capabilities and was graded as one of the best Developer Companies by the State and Central Government.

 

IRCON International

IRCON is a Public Sector Unit (PSU) of the Ministry of Railways and was formerly established on 28th April, 1976 as Indian Railway Construction Company Limited. The Company was the first to get the ISO-9001: 2000 Certification from TUV Germany for its full range of construction activities. It is the only construction PSU awarded with the Mini-Ratna status by the Government of India.

 

AP Transco & AP Genco

Grid corporation of Orissa Limited

BSES Limited

AP State Road Transport Corporation

Nagarjuna Construction Company Limited

Global Tele Systems Limited

Tata Projects Limited

Hindustan Steel Works Constructions Limited

National highways project, AP-ii package (JV between IVRCL & SPCL)

Singapore township (JV between NCC

 

 

No. of Employees :

About 2000

 

 

Bankers :

*      Bank of Baroda

*      Bank of Rajasthan Limited

*      IndusInd Bank Limited

*      IFCI Limited

*      IDBI Limited

*      Indian Overseas Bank

*      Indian Bank

*      Karnataka Bank Limited

*      Industrial Investment Bank of India Limited

 

 

Facilities :

SECURED LOANS

30.06.2007

30.06.2006

 

Rs. In millions

Term Loans

1224.079

886.560

Working Capital Loans

571.758

11.834

Total

1795.837

898.395

 

 

 

UNSECURED LOANS

 

 

Hire Purchase Loans

7.653

8.740

Others

25.000

0.000

Total

32.653

8.740

 

 

Banking Relations :

Good

 

 

Auditors :

 

Name :

G.V. Suryanarayana Murthi

Chartered Accountant

Address :

B-166, Sanjeeva Reddy Nagar, Hyderabad, Andhra Pradesh, India

 

 

CAPITAL STRUCTURE

 

(As on 31.12.2007):-

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

145000000

Equity Shares

Rs. 10/- each

Rs. 1450.000 millions

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

51973524

Equity Shares

Rs. 5/- each

Rs. 259.868 millions

3531625

Cumulative Redeemable Preference Shares

Rs. 100/- each

Rs. 353.162 millions

 

 

Total

Rs. 613.030 millions

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

30.06.2007

30.06.2006

30.06.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

613.030

597.346

277.393

2] Share Application Money

292.694

0.000

18.220

3] Reserves & Surplus

1950.296

2275.987

1091.589

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

2856.020

2873.333

1387.202

LOAN FUNDS

 

 

 

1] Secured Loans

1795.837

898.395

1416.918

2] Unsecured Loans

32.653

8.740

20.199

TOTAL BORROWING

1828.490

907.135

1437.117

DEFERRED TAX LIABILITIES

283.511

371.081

321.568

 

 

 

 

TOTAL

4968.021

4151.549

3145.887

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

2689.460

1801.266

1548.505

Capital work-in-progress

0.000

347.285

51.704

 

 

 

 

INVESTMENT

0.564

214.478

214.478

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

Inventories

901.065

565.847

384.060

Sundry Debtors

1816.161

1656.888

1552.261

Cash & Bank Balances

80.600

32.390

13.887

Other Current Assets

0.000

0.000

0.000

Loans & Advances

956.979

517.536

328.625

Total Current Assets

3754.805

2772.661

2278.833

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

Current Liabilities and Provisions

1476.808

984.141

947.633

Total Current Liabilities

1476.808

984.141

947.633

Net Current Assets

2277.997

1788.520

1331.200

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

4968.021

4151.549

3145.887

 

 


 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

30.06.2007

30.06.2006

30.06.2005

Sales Turnover

7509.206

7262.414

7030.768

Other Income

409.123

136.306

0.000

Total Income

7918.329

7398.720

7030.768

 

 

 

 

Profit/(Loss) Before Tax

349.584

364.687

224.856

Provision for Taxation

120.113

82.421

72.749

Profit/(Loss) After Tax

229.471

282.266

152.107

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

597.575

1186.479

740.667

Total Earnings

597.575

1186.479

740.667

 

 

 

 

Imports :

 

 

 

 

Raw Materials

563.858

1131.141

200.809

Total Imports

563.858

1131.141

200.809

 

 

 

 

Expenditures :

 

 

 

 

Manufacturing Expenses

305.138

209.405

 

Raw Material Consumed

6869.973

6587.545

6805.912

 

Financial Charges

242.338

122.330

 

 

Depreciation & Amortization

151.295

114.752

 

Total Expenditure

7568.745

7034.033

6805.912

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.09.2007

31.12.2007

31.03.2008

30.06.2008

Type

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

Sales Turnover

3426.600

3437.400

3895.100

4222.900

Other Income

4.000

8.100

8.000

120.100

Total Income

3430.600

3445.500

3903.100

4343.000

Total Expenditure

3223.500

3185.600

3551.700

3896.600

Operating Profit

207.100

259.900

351.400

446.400

Interest

55.100

107.400

111.500

115.500

Gross Profit

152.000

152.500

239.900

330.900

Depreciation

39.400

37.500

40.700

55.800

Tax

14.400

65.400

29.400

30.500

Reported PAT

98.200

49.600

131.700

206.500

 

 

KEY RATIOS

 

PARTICULARS

 

 

30.06.2007

30.06.2006

30.06.2005

PAT / Total Income

(%)

2.89

3.81

2.16

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

4.41

4.92

3.19

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

5.42

7.10

5.49

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.12

0.13

0.16

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

2.25

1.78

2.95

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.54

2.81

2.40

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

Subject was earlier known as Steels Steels Limited (SSL) was incorporated on 2 May '88 as a private limited company and was converted into a public limited company on 4 Apr.'92. The company was promoted by Y S Chowdary, V Malakonda Reddy and others. Y S Chowdary is the Chairman & Managing Director. Other group companies include Sujana Industries, Sujana Corporation, Sujana Holdings and Sujana Pharma. 

 
A public issue was made for Rs.29.200 Millions to finance the expansion programme of ingot. The company increased the installed capacity by 16400 TPA and the expansion was completed in 1992. The company manufactures steel and re-rolled steel products. The products of the company are mainly for construction and industrial use and they enjoy a very good demand.  

 
The company's new hot re-rolling mill for the production of additional 125000 TPA of steel products at Gummidipundi, Chennai was successfully completed. 

 
The company's new Hot Re-rolling Mill for the production of 125000 tonnes per annum has been transferred to Padmini Steel Corporation Limited, a subsidiary company, production in this unit was started by the last quarter of 1997. 

 
The company modernised its Re-rolling Mills by way of increasing its manufacturing capacity to 110000 TPA at an cost of Rs 360.000 Millions. The company has taken up Wind Farm Power project for 2 MW capacity in Ananthpur District Andhra Pradesh at a cost of Rs.84.300 Millions and has met with financial assistance from IREDA and Equity.The project which was flagged off in 1999-2000 has not completed and the company is taking necessary steps to complete the Project as per schedule.

 

Operational Review: 

During the year the Company has achieved a turnover of Rs. 7509.206 millions earning profit after tax of Rs.229.472 millions. The gross block as on 30.06.2007 stood at Rs.3185.916 millions and the Net Block as on 30.06.2007 stood at Rs.2689.460 millions. 


Subsidiary Company: 

Alpha Ventures Limited, is a wholly owned subsidiary company incorporated on 6th March, 2007 in Cayman Islands for carrying on any business / activity of trading in different commodities which is not prohibited by the Company's Law (2004 Revision) or as the same may be revised from time to time, or any other law of Cayman Islands. The Company's Financial Year is not coinciding with the Financial Year of the Subsidiary Company. The Subsidiary Company has not carried on any business activity / transactions from its incorporation till 30th June 2007.

 

Therefore, the Financial Statements relating to Subsidiary Company as required under Section 212 of Companies Act, 1956 are not presented and there is no difference between the consolidated and stand alone Financial Statements for the year ended 30th June 2007. 


Scheme of Arrangement for demerging the Towers Division of the Company into "M/s Sujana Towers Limited" and Amalgamation of "M/s Sujana Steels Limited" with the Company. 


The Scheme of Arrangement and Amalgamation had been approved by the Hon'ble High Court of Andhra Pradesh at Hyderabad vide their Order dated 10.04.2007 and the Scheme has become effective w.e.f.04.05.2007 and the appointed date was on 01.07.2006. As per the terms of the said Scheme the Towers Division emerged as M/s Sujana Towers Limited and the same got the listing status at Bombay Stock Exchange Limited, Mumbai w.e.f. 21.08.2007 and M/s Sujana Steels Limited was merged with the Company and the total capital of the Company after the implementation of the Scheme of Arrangement and Amalgamation has been listed at Bombay Stock Exchange Limited, Mumbai w.e.f 12.07.2007. 

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT 


Industry structure and development and Business Overview: 


The global steel scenario has stabilized by the end of 2006-07 and it is expected to grow steadily with increased demand for steel from China and USA followed by India due to increase in infrastructural and manufacturing activities. Globally, restocking activity was under way in the last quarter of the fiscal leading to higher apparent demand. Most global mills operated at maximum capacity in January 2007. The global steel demand outlook for 2007 remains favourable. From a macro point of view the key factor is rising fixed asset investment as a share of global GDP, which is good news for the steel industry and the company. 


Sharp economic growth in the country is being built on a frame of steel. Rising demand by sectors like infrastructure, real estate and automobiles have put Indian steel industry on world map. The Indian Steel Sector has shown an accelerated growth rate of over 9% in the last five years and is all set to grow further backed by strong economic growth. A National Steel Policy under the able stewardship of the Hon'ble Minister for Steel, Chemicals and Fertilizers has been evolved to facilitate smooth growth of the steel industry. The long term goal of the National Steel Policy is to develop India as a modern and efficient steel producer and achieve global competitiveness not only in terms of cost, quality and product mix but also in terms of efficiency in productivity. 


The Company deals in re-rolled long iron and steel products and the company has been restructured by demerging its Towers Division to Sujana Towers Limited and merging of Sujana Steels Limited into the Company pursuant to the scheme of Arrangement and Amalgamation as approved by the Hon'ble High Court of Andhra Pradesh on 10.04.2007 which has come into effect from 04.05.2007. 


Opportunities and Strengths: 


The demand for iron & steel long products is expected to be higher on account of the huge investments being planned on infrastructure projects.

 

The Company has capabilities to quickly adapt to the changing market conditions and sustain the projected growth in sales and profits. 


Threats and Risks: 


There is severe competition from the other secondary re-rolling manufacturers and the prices are expected to be volatile. 


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. 


Financial Performance: 


The Gross Block as on 30.06.2007 stood at Rs.3185.916 millions and the Net Block as on 30.06.2007 stood at Rs.2689.460 millions.

 

The deferred tax liability has been provided in accordance with the requirements of Accounting Standard 22 - Accounting of Taxes on Income, issued by the Institute of Chartered Accountants of India and the Provision for Fringe Benefit tax was created as per Income-Tax Act, 1961 


Operational Performance: 


The Company has achieved a turnover of Rs.7509.206 millions earning a Profit before tax of Rs. 349.585 millions. 


Segment Wise Performance & Geographical Information: 


The Company operates predominantly only in one Business Segment viz: Iron & Steel Products. The sale of the Company is mostly in India and there are no reportable geographical segments. 


Material developments in Human Resources: 


The development of Human Resources is a key strategic challenge in order to prepare people for future responsibilities in terms of professional skills as well as business skills. Sujana Metal Products Limited has conducted training programmes to it's employees enabling them to improve / upgrade their skills. 

 

Persons constituting Group coming within the definition of `group' as defined in the Monopolies and Restrictive Trade Practices Act, 1969 include the following : 


01. Shri YS Chowdary and his relatives

02. Shri G Srinivasa Raju and his relatives

03. Shri S.Hanumantha Rao and his relatives

04. Shri R K Birla and his relatives

05. Sujana Metal Products Limited

06. Sujana Towers Limited

07. Sujana Capital Services Limited

08. Sujana Pumps and Motors Private Limited

09. Sujana Holdings Limited, India

10. Sujana Holdings Limited, UAE

11. Sujana Finance and Trading Private Limited

12. Sujana Power (Gangikondan) Limited

13. Sujana Power (Tuticorin) Limited

14. Sujana Projects Limited

15. Yalamanchili Finance and Trading Private Limited

16. Foster Infin and Trading Private Limited

17. Gamma Machinery & Equipment Pte. Limited, Singapore

18. YS Consultancy Services Private Limited

19. Pac Ventures Pte. Limited, Singapore

20. Alpha Ventures Limited, Cayman Islands

21. Digitech Business Systems Limited, Hong Kong

22. Empire Gulf FZE, UAE

23. Nuance Holdings Limited, Hong Kong. 


During the year 2006-07, there was merger of Sujana Steels Limited with Sujana Metal Products Limited. GB Trading and Investments Private Limited, Lumbini Electricals Private Limited, Golkonda Finance and Trading Private Limited and Prime Infoinvest Limited were Non Promoter shareholders in M/s Sujana Steels Limited and during the process of merger with Sujana Metal Products Limited, these Companies were treated as Promotes' Group by Bombay Stock Exchange Limited. However, these companies represented to delete their names from the Promoters group of Sujana Group of Companies. 


The above statement has been published to avail the exemption under Regulation 3(1)(e)(i) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as amended from time to time.

 

Fixed Assets

 

*      Land

*      Buildings

*      Plant and Machinery

*      Workshop Equipment

*      Weighing Machine

*      Electrical Installation

*      Furniture and Fixtures

*      Office Equipment

*      Vehicles

*      Computer System and Erp

*      Lab Equipment

 

Contingent Liabilities

 

Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies

During the year there are no changes in accounting policies of the Company.

Details of Prior Period Adjustments:

Expenses of the Earlier year: Rs 2.021 million

Income of the Earlier year     : Rs 1.857 million

 

In case of Chennai Division of the Company,(erstwhile Sujana Steels Limited) the increase in the Principal amount due to IIBI of Rs.1.700 millions as well as the interest for the period April 01 2006 to June 30th 2006 on the entire principal amount of Rs.151.700 millions @ 10% p.a. which was not provided for in the previous year, amounting to Rs.3.782 millions has been treated as Pre operative Expenses and was capitalized on Buildings (Rs 0.663 millions) and Plant & Machineries (Rs.4.777 millions) proportionately, while the Depreciation on such capitalization and interest for one day on the entire Principal amount of Rs.151.700 millions, amounting in all to Rs.0.422 million has been charged as prior year expenditure in the Profit & Loss Account.

 

Accounting for Amalgamations

Pursuant to the Scheme of Arrangement and Amalgamation :("the Scheme") under sections 391 to 394 of the Companies Act, 1956, Sujana Steels Limited has been merged with the Company with an appointed date of 01.07.2006 and the said scheme has been approved by the Hon'ble High Court of Andhra Pradesh at Hyderabad vide its order dated 10th Aprif 2007. The Certified Copy of the Order has been filed with the Registrar of Companies, Hyderabad on 4th May 2007, which is the effective date for the transfer of Sujana Steels Limited to the Company. The business of the merged unit was carried on by Sujana Steels Limited from 01.07.2006 (i.e appointed date) to 04.05.2007 (i.e effective date).Accordingly the operating results of Sujana Steels Limited accruing to the company from the appointed date till the effective date is to the account of the company.

 

The accounting of the above scheme of amalgamation had been carried out as per the requirement of the standard.


 

Discontinuing Operations

During the year Pursuant to Scheme of Arrangement and Amalgamation ("the Scheme") under sections 391 to 394 of the Companies Act, 1956, the Towers Division of the company has been demerged from the company with an appointed date of 01.07.2006 and the said scheme has been approved by the Hon'ble High Court of Andhra Pradesh vide its order dated 10th April 2007. The Certified Copy of the Order has been filed with the Registrar of Companies, Hyderabad on 4th May 2007 which is the effective date for the transfer of Towers Division of the company to Sujana Towers Limited. The business of the Towers Division of the company was carried on by the company from 01.07.2006 (i.e appointed date) to 04.05.2007 (i.e effective date). The Towers Division of the company is being treated as a discontinuing business as at 1.07.2006 Accordingly the operating results of the discontinuing business accruing to the company from the appointed date till the effective date is to the account of Sujana Towers Limited.

 

Contingent liabilities in respect of

30.06.2007

30.06.2006

Letters of Credit

Rs. 328.051 millions

NIL

Counter Guarantee given to

Bankers towards :

Bank Guarantee issued by them Standby LC issued

Rs. 2.500 millions

Rs. 489.549 millions

CHF 14.428 Million

Rs. 2.500 millions

Rs. 547.778 millions or

USD 12 Million

Corporate Guarantees furnished on behalf of Sujana Universal Industries Limited

Rs. 11 64.440 millions and

US$ 4916992

Rs. 11 64.440 millions and

US$4916992

Joint Corporate Guarantee executed by the company along with Sujana Universal Industries Limited (SUIL) & Sujana Towers Limited (STL) in favour of Alpha Ventures Limited, a wholly owned subsidiary of our company and Sujana Holdings Limited, a wholly owned subsidiary of SUIL

USD 60 Million

 

--

Others

--

Rs. 67.500 millions

Sujana Steels Limited

(Now merged with Sujana Metal Products Limited.)

Nil

Rs. 690.000 millions

 

Claims against the Company not acknowledged as Debt

Nil

Nil

 

Scheme of Arrangement:

Pursuant to Scheme of Arrangement and Amalgamation ("the Scheme") under sections 391 to 394 of the Companies Act, 1956, the Towers Division of the company has been demerged from the company and Sujana Steels Limited has been merged with the company with an appointed date of 01.07.2006 and the said scheme has been approved by the Hon'ble High Court of Andhra Pradesh vide its Order dated 10th April 2007 . The certified Copy of the Order has been filed with the Registrar of Companies, A.P Hyderabad on 4th May 2007 which is the effective date for the transfer of Towers Division of the company to STL and transfer of SSL to the Company. The company after the demerger of Towers Division and before the merger of Sujana Steels Limited is currently Known as Sujana Metal Products Limited - Hyderabad Division. Sujana Steels Limited which has been merged with the company is currently known as Sujana Metal Products Limited – Chennai Division.

 

Hyderabad Division of the Company has availed Term Loan from IDBI of Rs 500.687 millions and the Interest thereon which is secured by First Charge on the entire assets of the Hyderabad Division of the Company both present and future subject to the prior charges created for the borrowing of working capital and further secured by the guarantees of Sri.Y.S.Chowdary, Chairman, Sri.G.Srinivasa Raju Director of the company and Sri.S.T.Prasad, relative of the Chairman in their personal capacities.

 

Hyderabad Division of the company has availed working Capital Loan from Bank of Baroda Chennai, The Bank of Rajasthan Limited., Hyderabad and Induslnd Bank Limited Hyderabad which is secured by hypothecation of all stocks of Raw Materials, Work In Progress, Finished Goods, Stores & Spares, Book Debts, Other Current Assets of Hyderabad Division of the company and further secured by the second charge on all the Fixed Assets of Hyderabad Division of the company. Also the loan is further secured by the personal guarantees of Sri.Y.S.Chowdary, Chairman of the company and Sri.G.Srinivasa Raju, Director of the Company and Corporate Guarantee of Sujana Universal Industries Limited.

 

Hyderabad Division of the company had disposed off 1027 sq yards of land for a value of Rs 8.473 millions during 2004-05 and the sale agreement is pending for registration.

 

Term Loan dues of Chennai Division of the company amounting to Rs.546.450 millions to Stressed Assets Stabilisation Fund (IDBI) is secured by a Pari Passu first charge on the Fixed Assets of the Chennai Division of the company with IIBI, both present and future, and further secured by the personal guarantees of Shri.Y.S.Chowdary, Sri.S.T.Prasad, Sri G.Srinivasa Raju and Sri M.R.K.Varma in their personal capacities. It is also additionally secured by the Corporate Guarantee of Sujana Universal Industries Limited.

 

Industrial Investment Bank of India Limited had crystallized all the term loans and funded interest loan of Chennai Division of the company into a single loan of Rs.151.700 millions and the same along with interest accrued and dues amounting totaling in all to Rs. 175.470 millions is secured by a first charge ranking Pari Passu with IDBI on all the movable and immovable properties of Chennai Division of the company (subject to the First Pari Passu Charge on the Current Assets of the Company in favour of the Working Capital Bankers) and also by the personal guarantees of Shri.Y.S.Chowdary, Sri.S.T.Prasad, G.Srinivasa Raju and Mr.M.R.K.Varma in their personal capacities and further secured by the Corporate Guarantee of Sujana Universal Industries Limited.

 

The Chennai Division of the Company is negotiating with both IDBI and IIBI for the prepayment of the entire term loan and hence have not paid the interest that has fallen due besides the installment of principal dues to IIBI. However interest at the rates as agreed as per the restructuring scheme is provided for in the books and shown as interest accrued and due and added along with the principal dues.

 

Chennai Division of the company has availed working capital limits of Rs.1080.000 millions - Rs.540.000 millions each from Indian Bank, Thousand Lights Branch Chennai and Indian Overseas Bank, Cathedral Branch Chennai secured by First Paripassu Charge on the Current Assets of Chennai Division of the Company, both Present and Future, Second Pari Passu Charge on the Fixed Assets of the Chennai Division of the Company and further Secured by the Corporate Guarantee of Sujana Universal Industries Limited and the Personal Guarantees of both Sri.Y.S.Chowdary and Sri G.Srinivasa Raju Promoter Directors of the Company.

 

Cumulative Redeemable Preference Shares During the year under review, 2038260, 1% Cumulative Redeemable Preference Shares of Rs.100/- each amounting to Rs.203.826 millions were issued in favour of IDBI Limited issued by the company under the scheme of Arrangement and Amalgamation, which would be redeemed in 12 quarterly installments co terminus with principal repayments commencing from July 01, 2015 and ending on April 01, 2018. During the year under review, 1493365, 1% Cumulative Redeemable Preference Shares amounting to Rs. 149.337 millions were issued in favour of IDBI Limited issued by the company under the scheme of Arrangement and Amalgamation, which would be redeemed in 12 quarterly installments co terminus with principal -repayments commencing from Oct 01, 2013 and ending on July 01, 2016.

 


OTHER INFORMATION:-

 

Un – Audited Financial results for the quarter and Twelve Months Period Ended 30th June, 2008.

 

                                                                                                                                    [Rs. in millions]

 

Sr. No.

Particulars

For the quarter Ended

 

For the 12 months period ended

 

 

 

 

 

 

30.06.2008

30.06.2008

 

 

(Un-audited)

(Un-audited)

 

 

 

 

1

Net Sales/Income from Operations

4222.926

14982.018

2

Cost of Sales/Services

 

 

 

a. (Increase)/Decrease in Stock in Trade

[26.078]

[826.043]

 

b. Consumption of Raw Materials

3688.723

14104.206

 

c. Other Expenditure

159.752

401.050

 

d. Sub Total (a+b+c)

3822.397

13679.213

3

Gross Profit (1-2)

400.529

1302.805

4

General Administrative Expenses

55.067

127.398

5

Selling & Distribution Expenses

19.046

44.481

6

Operating Profit Before Interest and

& Depreciation (3)-(4+5)

326.416

1130.926

7

Interest & Financial Charges

115.533

389.533

8

Depreciation

Sub Total (7+8)

55.798

173.376

9

Operating Profit after Interest and Depreciation

171.331

562.909

10

Other Income

3.760

568.017

11

Profit(+)/Loss(-) from Ordinary Items

Before Tax Provision for Taxation

158.845

17.579

12

Provision for Taxation

 

 

 

Current Tax

29.922

94.150

 

Deferred Tax

38.089

119.858

 

Fringe Benefit Tax

0.579

1.758

 

Dividend Tax (CRPS)

0.000

0.000

13

Net Profit(+)/Loss(-) Before Extraordinary items

90.255

369.830

14

Extraordinary Items (net of Tax Expense)

116.292

116.292

15

Net Profit(+)/Loss(-)

206.547

486.122

16

Paid-up Equity Share Capital

(Face Value of Rs.5/-)

316.283

316.283

17

Reserves excluding Revaluation Reserves

(as per balance sheet) of previous accounting

year to be given in column (5)

 

3151.478

18

Basic and Diluted EPS for the period, for the

year to date and for the previous year (not to

be annualised) Before Extra Ordinary Items

 

 

 

- basic

0.162

0.664

 

- diluted

0.146

0.597

19

Basic and Diluted EPS for the period, for the

year to date and for the previous year (not to

be annualised) After Extra Ordinary Items

 

 

 

- basic

0.371

0.873

 

- diluted

0.334

0.785

20

Aggregate of Non Promoters Share Holdings

(applicable for half yearly results)

 

 

 

# Number of Shares

3164337.400

3164337.400

 

# Percentage of Share Holding

5.002

5.002


 

Summarised Consolidated Financial Information for the Quarter and

Twelve Months Period Ended 30th June, 2008

 

 

Sr. No.

Particulars

For the quarter Ended

 

For the 12 Months Period Ended

 

 

 

 

 

 

30.06.2008

30.06.2008

 

 

(Subsidiaries)

(Subsidiaries)

 

 

 

 

1

Net Sales/Income

from Operations

1789.252

7907.447

2

Expenditure

1721.154

7529.678

3

Profit from operation

68.098

377.769

4

Other income

0.300

0.609

5

Borrowing cost

34.904

159.990

6

Depreciation

1.428

5.156

7

Profit before Tax From Ordinary Items

31.466

212.014

8

Taxes

0.000

0.000

9

Profit after Tax Before

31.466

212.014

 

Extra ordinary Items

 

 

10

Extra ordinary Items

0.000

0.000

11

Profit after tax

31.466

212.014

12

Earning Per share Before

 

 

 

Extra ordinary Items

 

 

 

- Basic

0.000

0.000

 

- Diluted

0.000

0.000

13

Earning per share After 

 

 

 

Extra Ordinary Items

 

 

 

- Basic

0.000

0.427

 

- Diluted

0.000

0.385

 

The above information is in addition to the requirement specified under Clause 41 of the Listing Agreement.

 

 

 


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.48.68

UK Pound

1

Rs.84.37

Euro

1

Rs.65.70

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

8

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

01

--BUSINESS SCALE

1~10

9

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

8

--RESERVES

1~10

8

--CREDIT LINES

1~10

8

--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

NO

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

72

 

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.

 

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