Directors Report of Sujana Universal Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Report and the Audited Financial Statements of your Company for the year ended 31st March 2015.

Company's Performance:

Your Company has achieved a turnover of Rs. 326,016.19 lakhs for the year ended 31st March, 2015, as against the turnover of Rs. 342,173.02 lakhs for the previous year ended 31st March, 2014, the highlights of the financial results are as follows:

Rs. in Lakhs

Particulars 2014-2015 2013-2014

Profit Before Depreciation & Interest 11,313.55 15,535.49

Financial Costs 10,963.89 14,735.14

Depreciation 2,130.80 1,741.59

Profit Before Tax (1,781.14) (941.24)

Provision for Tax

* Current Tax -

* Deferred Tax (586.76) (310.91)

Profit After Tax (1,194.38) (630.33)

Balance of profit brought forward 23,032.47 23,691.11 from earlier years

Add: Excess Provision for IT written off 844.56 -

Profit available for appropriation 22,682.65 23,060.78

Appropriations:

Proposed Dividend:

* Equity - -

* Preference 20.30 24.36

* Dividend Tax 3.29 3.95

Balance of Profit 22,659.06 23,032.47

Operations:

In order to compete in the changing market conditions, SUIL started adapting different strategic initiatives in its existing businesses. A focussed approach and unique strategy was adopted for each business division with the objective of achieving higher growth and profitability. Various strategic initiatives are also in pipeline to lead the divisions towards profitability and stability.

Appliances Division

The Appliances divisions mainly includes the products like varieties of Fans, Fan Components and other appliances, which has recorded a turnover of Rs. 3.62 lakhs during the year ended 31st March, 2015.

Steel Products Division

The Steel Products division mainly handles activities of Casting, Processing and Trading of Steel and aided products and during the year ended 31st March, 2015 it has recorded a turnover of Rs. 325,844.36 lakhs including the export turnover of various products were Rs. 3,259.67 lakhs.

LEC Division

The LEC division is mainly includes bearing and bearing components. The turnover of the division for the year of Rs. 167.71 lakhs

Infrastructure Division

With a view to expand the Company's operations in the construction and developmental activities like integrated residential townships, commercial buildings and specialized design and construction of integrated medical colleges and super specialty hospitals etc, the Company started Infrastructure Division, however due to the current economic slowdown, no works were taken up by this Division in this year.

Subsidiary Companies:

Your Company has the following Wholly Owned Subsidiaries:

PAC Ventures Pte Ltd

Pac Ventures Pte. Ltd, Singapore was set up in the year 2007 with a view to expand the Company's business of general wholesale trade (including general imports and exports) in the overseas markets and the Company has achieved revenue of Rs. 78,852.20 lakhs during the year.

Sujana Holdings Ltd

Sujana Holdings Ltd, Dubai was set up in the year 2006 for carrying on the business of investments and trading and its revenue during the year is nil. Further, Sujana Holdings has expanded its operations in Sharjah UAE by forming a subsidiary namely Empire Gulf FZE, Sharjah, UAE.

Nuance Holdings Ltd

Nuance Holdings Ltd, Hong Kong was set in the year 2006 for carrying on the business of investments and trading and its revenue during the year was Rs. 15,036.57lakhs.

Nuance Holdings Ltd has expanded its operations by forming a subsidiary namely Selene Holdings Ltd, Mauritius.

Sun Trading Ltd

Sun Trading Ltd, Cayman Islands was set up in the year 2008 for carrying on the business of general wholesale trade which includes general imports and exports and its consolidated revenue was Rs. 108,142.73 lakhs.

Sun Trading Ltd has a subsidiary namely Sun global Trading Pte. Ltd, Singapore

Hestia Holdings Ltd

Hestia Holdings Ltd, Mauritius has became subsidiary of the Company w.e.f. 27th December 2010, with the object of carrying on the business of general trade which includes general imports and exports.

Share Capital:

The paid up Equity Share Capital as on 31st March, 2015 was 16,884.11 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, none of the Directors of the Company hold shares or convertible instruments of the Company..

Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees and Investments as required under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

Deposits:

The Company has not accepted any deposits covered under chapter V of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on 31st March, 2015.

Consolidated Financial Statements:

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed under Section 133 of the Companies Act, 2013. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

As per the provisions of Companies Act, 2013 annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies' investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor at its Head Office in Hyderabad and that of the subsidiary companies concerned. A gist of the financial performance of the subsidiaries in the prescribed Form AOC-1 is enclosed to this Annual Report.

Industrial Relations:

Your directors are happy to report that during the year there were very cordial and extremely good industrial relations at all levels.

Meetings:

During the year under review, Five (05) Board Meetings were held on 30th May, 2014, 12th August, 2014, 28th August, 2014, 13th November, 2014 and 14th February, 2015. The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.

Directors:

During the year under review, the members at the AGM held on 30th September, 2014 appointed Shri Dr V. Malakonda Reddy, Shri J. Ramakrishnan and Dr K. Srinivasa Rao as Independent Directors under Section 149 of the Act and Clause 49 (revised) of the Listing Agreement to hold office for 5 (five) consecutive years.

The Board has appointed Smt B. Sandhyasri, as Additional Director (Independent Director) w.e.f. 30th March, 2015 and now it is recommended her appointment to be regularized and be appointed for a period of 5(Five) years i.e., from 30th March, 2015 to 29th March, 2020.

The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, re-appointed Shri G. Srinivasa Raju as Managing Director of the Company with effect from 12th August, 2015, subject to the approval of the members, at the forthcoming Annual General Meeting.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company Shri S Hanumantha Rao, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri Y. S. Chowdary, the Chairman and Promoter-Non Executive Director of the Company resigned from the Board of Directors with effect from 15th October, 2014. The Board placed on record its appreciation for the outstanding contributions made by Shri Y. S. Chowdary during his tenure.

The Resolutions proposing their reappointment/appointments as Independent Directors will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of this Annual Report.

The following persons are Key Managerial Personnel of the Company:

1. Shri G. Srinivasa Raju, Managing Director

2. Shri B. Manoharan, Chief Financial Officer

3. Shri M. Naresh Kumar, Company Secretary and Complaince Officer

During the year there is no change in the role of the aforesaid KMP.

Related Party Transactions:

The Board of Directors, on recommendation of the Audit Committee framed a policy for Related Party Transaction which includes matters covered u/s 178(3) of the Companies Act, 2013. The details of the same are provided in the Corporate Governance Report. The Policy is also posted in the Investors section of the Company's website.

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The requisite details of the related party transactions entered into during the financial year are provided in Annexure I included in this report.

Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee.

None of the Directors, other than to the extent of their shareholding, receipt of remuneration, has any pecuniary relationships or transactions vis-a-vis the Company.

Audit Committee:

Your Company has constituted an Audit Committee as per the requirements of Section 177 of the Companies Act, 2013. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013, is given in the Corporate Governance Report furnished as part of the Annual Report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

Sexual Harassment Policy:

The Company as required under the provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

In the year under review, the Company has not received any complaint under the said Policy.

Corporate Social Responsibility:

The Board of Directors, on recommendation of the Corporate Social Responsibility Committee framed a Corporate Social Responsibility Policy in consonance with Section 135 of the Companies Act, 2013 read with the rules framed there under duly indicating the activities to be undertaken by the Company as specified in the Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Policy is posted in the Investors section of the Company's website.

The report on CSR activities is annexed herewith as Annexure-II and forms part of this report.

Risk Management:

The Risk Management programme at SUIL is focused on ensuring that risks are known and addressed. The Board of Directors, on recommendation of the Audit Committee, established a robust Risk Management framework by framing a Risk Management Policy to deal with all risks including possible instances of fraud and mismanagement, if any. The Risk Management Policy details the Company's objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company. The board periodically tracks the progress of implementation of the Risk Management policy.

Directors' Responsibility Statement:

Directors' Responsibility Statement as required under the provisions of Section 134(3)(c) of the Companies Act, 2013 is given in the Annexure-III attached hereto and forms part of this Report.

Statutory Auditors:

The Statutory Auditors of the Company, M/s. T. Raghavendra & Associates, Chartered Accountants, (Firm Registration Number: 003329S), were re-appointed by the members at the 25th Annual General Meeting held on 30th September, 2014 for a term of 3 (Three) years till the conclusion of 28th Annual General Meeting to be held in 2017. Members are requested to ratify the same at the ensuing Annual General Meeting of the company, in accordance with Section 139 of the Companies Act, 2013.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2015 forms part of this Report. There are no qualifications, or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

Cost Auditors:

M/s. BVR & Associates, Cost Accountants, (Membership Number: M/16851) Hyderabad were re-appointed as Cost Auditors of the Company for the Year 2015-16 as per the provisions of the Companies Act, 2013 and the rules made there under.

The Cost Auditors has submitted the report along with their observations and suggestions, and Annexure to the Central Government/stipulated authority within stipulated time period.

Members are requested to ratify the remuneration payable to the Cost Auditors at the ensuing Annual General Meeting of the Company, in accordance with Section 148 of the Companies Act, 2013.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed Shri Y Ravi Prasada Reddy, Practicing Company Secretary (CP No.5360) to undertake the Secretarial Audit of the Company. The secretarial audit report issued by Shri Y Ravi Prasada Reddy, Practicing Company Secretary for the financial year ending 31st March, 2015 is given in the Annexure-IV attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self explanatory and requires no further explanation from the Board.

Extract of Annual Return:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-V and forms part of this Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure-VI attached hereto and forms part of this Report.

Environment and Social Obligation:

The Company's plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate effluent Treatment Plants to prevent pollution. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

Particulars of Employees:

The information required pursuant to the provision of Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are set out in Annexure-VII of this Report.

Vigil Mechanism:

The Board of Directors, on recommendation of the Audit Committee, established a vigil mechanism by framing a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/misconduct.

Remuneration Policy:

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act, 2013. The details of the same are provided in the Corporate Governance Report.

The Policy is also posted in the Investors section of the Company's website www.sujana.com.

Board Evaluation:

The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the directors individually in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement in the following manner:

* Structured evaluation forms, after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committee's and each director were circulated to all the members of the Board along with the Agenda Papers.

* The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

* The Board also provided an individual feedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 30th March, 2015 to evaluate the performance evaluation of the Non Independent Directors, the Board and flow of information from management.

Human Resource Management:

Human Capital has gained prime importance in last few years. Our Company believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets. We have identified the high Performers and rewarded them appropriately, which has helped to achieve better employee engagement. Competency based training program has been devised for High - Potential employees with focus on their Individual Development Plan & helping them to become future leaders.

Dividend:

As per the terms of issue of Cumulative Redeemable Preference Shares (CRPS) vide letter No: 2587/SASF/ CBO and 5937/SASF(SUIL) dated 28th June, 2005 and 29th October, 2005 respectively, your Company is required to pay the dividend of Rs. 20.30 lakhs (Previous year Rs. 24.36 lakhs) which represents 1% on 20,30,166 Cumulative Redeemable Preference Shares (CRPS) of Rs.100/- each to the holders of Cumulative Redeemable Preference Shares for the year under review. Further your Company also provided a provision of dividend tax to the extent of Rs. 3.29 lakhs (Previous year Rs. 3.95 lakhs).

With an unprecedented raise costs and interrupted supplies and power cuts, operations are severely hit. The Company's operations also hampered during the year. As a result the profit of the Company was declined and your director's are not proposing any equity dividend during the year.

Your Company has always emphasized on achieving operational excellence and continues to focus on customer satisfaction and delight. Backed by strong fundamentals and robust plans your Company is fully prepared to face current challenges and benefit from expected medium and long term growth in Indian economy.

Quality:

Your Company accord to high priority to quality, safety, training, development, health and environment. The Company endeavors to ensure continuous compliance and improvements in this regard.

Material Changes and Commitments:

There is no material change and commitment has occurred, affecting the financial position of the Company, between the end of the financial year of the Company i.e. 31st March, 2015 and the date of this report.

Details of significant and material Orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Company's operations in future:

Company petition (C.P. 174/2013) filed by Standard Bank (Mauritius) Limited (SBML) against the Company u/s 433 of the Companies Act, 1956, in connection with the corporate guarantee furnished by the Company on behalf of its step down subsidiary Selene Holdings Ltd, Mauritius and Company petition (C.P 169/2013) filed by Mauritius Commercial Limited (MCB) against the Company u/s 433 of the Companies Act, 1956, in connection with the corporate guarantee furnished by the Company on behalf of its subsidiary Hestia Holdings Ltd, Mauritius was admitted by the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and The State of Andhra Pradesh, (High Court). However the Company has filed appeals before the appropriate judicial authority and also exploring the process of settlement.

Except the above, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Company's operations in future.

Internal Control Systems and their adequacy:

Your Company has an effective Internal Control System to prevent fraud and misuse of Company's resources and protect shareholders' interest. Your Company has an independent Internal Audit Department to monitor and review and focus on the compliances of various business processes. The internal audit report alongwith audit findings and tracking of process improvements & compliances is presented for review to the Audit Committee of Board of Directors.

Corporate Governance:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. Management Discussion and Analysis Report are given as Annexure - VIII and Report on the Corporate Governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof are given as Annexure IX to this report.

Acknowledgment:

The Board of Directors places on record their appreciation for the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Suppliers and other Business Associates.

The Directors also wish to place on record their appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

The Directors also thank the Governments of various Countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

BY ORDER OF THE BOARD

G. Srinivasa Raju S. Hanumantha Rao Managing Director Director

Place: Hyderabad Date: 12th August, 2015

---

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting their Report and the Audited Financial Statements of the Company for the year ended 31st March, 2014.

Company''s Performance:

The Company has achieved a turnover of Rs. 342,173.02/- lakhs for the year ended 31st March, 2014, as against the turnover of Rs.335,903.96/- lakhs for the previous year ended 31st March, 2013, the highlights of the financial results are as follows:

Rs. in Lakhs Particulars 2013-2014 2012-2013

Profit Before Depreciation & Interest 15,535.49 12,235.19

Financial Costs 14,735.14 8,580.62

Depreciation 1,741.59 3,007.99

Profit Before Tax (941.24) 646.58

Provision for Tax

- Current Tax - 170.00

- Deferred Tax (310.91) 136.20

Profit After Tax (630.33) 340.38

Balance of profit brought forward from earlier years 23,691.11 22,641.91

Add: Excess Provision for IT written off - 737.13

Profit available for appropriation 23,060.78 23,719.42

Appropriations:

Proposed Dividend:

- Equity - -

- Preference 24.36 24.36

- Dividend Tax 3.95 3.95

Balance of Profit 23,032.47 23,691.11

Operations:

Appliances Division The Appliances divisions mainly includes the products like varieties of Fans,

Fan Components and other appliances, which has recorded a turnover of Rs.54.97 lakhs during the year ended 31st March, 2014.

Steel Products Division The Steel Products division mainly handles activities of Casting, Processing

and Trading of Steel and aided products and during the year ended 31st March, 2014 it has recorded a turnover of Rs. 342,082.34 lakhs and the export turnover of various products were Rs.19,357.96 lakhs.

Infrastructure Division With a view to expand the Company''s operations in the construction and

developmental activities like integrated residential townships, commercial buildings and specialized design and construction of integrated medical colleges and super specialty hospitals etc, the Company started Infrastructure Division, however due to the current economic slowdown, no works were taken up by this Division in this year.

Subsidiary Companies:

Your Company has the following Wholly Owned Subsidiaries:

PAC Ventures Pte Limited:

Pac Ventures Pte. Limited, Singapore was set up in the year 2007 with a view to expand the Company''s business of general wholesale trade (including general imports and exports) in the overseas markets and the Company has achieved revenue of Rs. 39,913.22 lakhs during the year.

Sujana Holdings Limited:

Sujana Holdings Limited, Dubai was set up in the year 2006 for carrying on the business of investments and trading and its revenue during the year was Rs. 50.28 lakhs.

Further, Sujana Holdings has expanded its operations in Sharjah UAE by forming a subsidiary namely Empire Gulf FZE, Sharjah, UAE.

Nuance Holdings Limited:

Nuance Holdings Limited, Hong Kong was set in the year 2006 for carrying on the business of investments and trading and its revenue during the year was Rs. 16,151.50 lakhs.

Nuance Holdings Ltd has expanded its operations by forming a subsidiary namely Selene Holdings Ltd, Mauritius.

Sun Trading Limited:

Sun Trading Limited, Cayman Islands was set up in the year 2008 for carrying on the business of general wholesale trade which includes general imports and exports and its revenue was Rs. 39,263.81 lakhs.

Sun Trading Ltd has a subsidiary namely Sun global Trading Pte. Ltd, Singapore.

Hestia Holdings Limited:

Hestia Holdings Limited, Mauritius has became subsidiary of the Company w.e.f. 27th December 2010, with the object of carrying on the business of general trade which includes general imports and exports.

Consolidated Financial Statements:

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-III dated 8th February, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies'' investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor at its Head Office in Hyderabad and that of the subsidiary companies concerned. A gist of the financial performance of the subsidiary Companies is contained in the report.

Industrial Relations:

Your directors are happy to report that during the years there were very cordial and extremely good industrial relations at all levels.

Directors:

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Shri Y.S. Chowdary, Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

In accordance with the provisions of Companies Act, 2013 and the Listing Agreement, the office of directorship of Shri J. Ramakrishnan and Dr. K. Srinivasa Rao, existing Independent Directors pursuant to Clause 49 of the listing agreement, with the enactment of the Companies Act, 2013 (''Act'') it is now incumbent upon every listed Company to appoint ''Independent Directors'' as defined in Section 149 of the Act, which has been notified w.e.f. 1st April 2014, who are not liable to retire by rotation and shall hold office for a term up to 5 (five) consecutive years. Accordingly, it is proposed to appoint Shri J. Ramakrishnan and Dr. K. Srinivasa Rao as Independent Directors under Section 149 of the Act and Clause 49 (revised) of the Listing Agreement to hold office for 5 (five) consecutive years from 30th September, 2014 to 29th September, 2019, whose office shall not be liable to retire by rotation, at the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company also proposes the appointment of Dr. V. Malakonda Reddy, who was appointed as Additional Director (Independent Director) on 28th August, 2014 by the Board, as an Independent Director for a period of 5 (five) consecutive years from 28th August, 2014 to 27th August, 2019, whose office shall not be liable to retire by rotation, pursuant to Section 149, 161 of the Companies Act, 2013, Clause 49 (revised) of the Listing Agreement read with the Articles of Association of the Company. Keeping inview their experience and expertise, the Board considers it desirable that the Company should continue to avail the services of Dr. V. Malakonda Reddy that would be of immense benefit to the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Resolutions proposing their re-appointment/appointments as Independent Directors will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.

Industrial Development Bank of India nominated Shri Ch. Srinivasu, as its nominee on your Company''s Board with effect from 30th May, 2014 in the place of Shri Ashok Kumar De.

The Board places on record its appreciation for the valuable services rendered by Shri Ashok Kumar De during association as a Nominee Director of the Company.

Directors'' Responsibility Statement:

Directors'' Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year ended 31st March, 2014;

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

b. That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and loss of the Company for the year under review;

c. That the Directors have taken proper and sufficient care to the best of their knowledge and ability for

the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Directors have prepared the annual accounts on an ongoing concern basis for the financial year ended 31st March, 2014.

Disclosures under Section 217(1)(d) of the Companies Act, 1956:

Material changes and commitments which can affect the financial position of the Company occurred

between the end of the financial year of the Company and date of this report:

Particulars Change (Yes/No)

The purchase, sale or destruction of a plant or a destruction of inventories. No

A material decline in the market value of inventories or investments. No

The expiration of a patent which had given the Company a virtual monopoly in No the sale of its principal products.

The settlement of tax liabilities of prior period and the settlement of any legal No or other proceedings either favorably or adversely, if they were pending at the balance sheet date.

The institution of importance proceedings against the Company. Yes

The Company has received the notice from Hon''ble High Court of Andhra Pradesh u/s 433 of the Companies Act, 1956 on 11th August, 2014 with respect of Corporate Guarantee provided by the Company to Mauritius Commercial Bank, Mauritius, on behalf of Hestia Holdings Ltd, Mauritius, wholly owned subsidiary to SUIL to a tune of US $ 20.00 Million and the same is pending in the Court.

Material change in the capital structure in the resulting from the issuance, No retirement or conversion of share capital or stock.

The disposal of a substantial part of the undertaking or the profits or loss No whether of a capital or revenue nature.

Alteration in the wage structure arising out of Union Negotiations. No

Incurring or any reduction of long-term indebtedness. No

Entering into or cancellation of contracts. No

Refund of taxes or completion assessments. No

Code of Conduct:

As the New Companies Act, 2013 has been made effective from 01st April, 2014 which replaces the erstwhile Companies Act, 1956 (to the extent of notified sections) and the provision of Section 149(8) requires that the Audit Committee shall review and recommend to the Board for their approval, the Code of Conduct for the Independent Directors. In this connection, the draft Code of Conduct for Independent Directors was placed before the Board along with the recommendations of the Audit Committee and the same was approved by the Board in the Meeting held on 30th May, 2014.

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Companies website. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the financial year 2013-14. A separate declaration to this effect is made out in the Corporate Governance Report.

Statutory Auditors:

The Statutory Auditors of the Company, M/s. T. Raghavendra & Associates, Chartered Accountants, Firm Registration Number: 003329S, who retire at the conclusion of ensuing Annual General Meeting, being eligible, offer themselves for re-appointment for a term of 3(Three) years i.e. from the conclusion of this Annual General Meeting to conclusion of the 28th Annual General Meeting, in accordance with Section 139 of the Companies Act, 2013.

M/s. T. Raghavendra & Associates have been the auditors of the Company since 2005 and have completed a period of Nine (09) consecutive years. As per the provisions of Section 139 of the Act, read along with rules framed there under, no listed company can appoint or re-appoint an individual as auditor for more than one term of five consecutive years. The period for which the individual has held office as auditor prior to the commencement of the Act i.e., prior to 1st April 2014, shall be taken into account for calculating the period of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

Cost Auditors:

M/s. B.V.R. & Associates, Cost Accountants, (Membership Number: 16851) Hyderabad were re-appointed as Cost Auditors of the Company for the Year 2014-15 as per the provisions of the Companies Act, 1956/2013 and the rules made there under.

Cost accounting records for the year ended 31st March, 2014 were maintained as per the Companies (Cost Audit Report) Rules, 2011. The Cost Auditor has submitted the report along with their observations and suggestions, and Annexure to the Central Government/stipulated authority within stipulated time period.

Personnel:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the employees are receiving remuneration as mentioned in the said Section.

Human Resource Management:

Human Capital has gained prime importance in last few years. Our Company believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets. We have changed the Organisation Structure to optimise best resources & to leverage the market potential. We have identified the high Performers and rewarded them appropriately, which has helped to achieve better employee engagement. Competency based training program has been devised for High - Potential employees with focus on their Individual Development Plan & helping them to become future leaders.

Dividend:

As per the terms of issue of Cumulative Redeemable Preference Shares (CRPS) vide letter No: 2587/SASF/ CBO and 5937/SASF(SUIL) dated 28th June, 2005 and 29th October, 2005 respectively, your Company is required to pay the dividend of Rs. 24.36 lakhs (Previous year Rs. 24.36 lakhs) which represents 1% on 24,36,200 Cumulative Redeemable Preference Shares (CRPS) of Rs.100/- each to the holders of Cumulative Redeemable Preference Shares for the year under review. Further your Company also provided a provision of dividend tax to the extent of Rs. 24.36 lakhs (Previous year Rs. 24.36 lakhs).

With an unprecedented raise costs and interrupted supplies and power cuts, operations are severely hit. The Company''s operations also hampered during the year. As a result the profit of the Company was declined and your director''s are not proposing any equity dividend during the year.

Quality:

Your Company accord to high priority to quality, safety, training, development, health and environment. The Company endeavors to ensure continuous compliance and improvements in this regard.

Insurance:

All the properties and insurable assets of the Company, including Building, Plant and Machinery, Stocks etc., wherever necessary and to the extent required have been adequately covered.

Fixed Deposits:

Your Company has not accepted any fixed deposits from the public and is therefore, not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-A attached hereto and forms part of this Report.

Corporate Governance:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditors'' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are enclosed to this report.

Corporate Social Responsibility:

Pursuant to the provisions of Section 135 the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted the Corporate Social Responsibility Committee to monitor the Corporate Social Responsibility Policy of the Company from time to time and to recommend the amount of expenditure to be incurred on the activities related to CSR.

Your Company is committed socially not only to compliances of all the statutory laws and regulations but also actively participates in the improvement of quality of life of society at large. Your Company has a strong sense of community responsibility. Your Company follows the policy which is more and more beneficial to the society at large by promoting and encouraging economic, social and educational development and also giving active support to local initiatives around its area of operation thereby promoting upliftment of people in varied arenas of life.

Your Company has retained collective focus on the various areas of corporate sustainability that impact people, environment and the society at large. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, your Company, across its various operations is committed to making a positive contribution.

Whistle Blower Policy and Vigil Mechanism:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

Reconstitution of various committees of Board of Directors:

Board of Directors of the Company, in accordance with Section 177 and 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and amended Clause 49 of the Listing Agreement, has reconstituted and widened the various Committees of the Board.

Accordingly, the Company has renamed its existing Remuneration Committee as Nomination and Remuneration Committee and have delegated to it powers as required under section 178 of the Act. Pursuant to Clause 49 (VI) of the listing agreement , your Company has constituted Risk Management Committee for framing, implementing and monitoring the risk management plan for the Company.

The scope of Audit Committee has also been widened so as to bring it in accordance with the requirement of the Section 177 of the Companies Act, 2013. The Company has also constituted a Corporate Social Responsibility Committee as required under Section 135 of the Companies Act, 2013.

Acknowledgment:

The Board of Directors places on record their appreciation for the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Suppliers and other Business Associates.

The Directors also wish to place on record their appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

The Directors also thank the Governments of various Countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

BY ORDER OF THE BOARD G.Srinivasa Raju S.Hanumantha Rao Managing Director Director

Place: Hyderabad Date: 28th August, 2014

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Mar 31, 2013

To the Members,

The Board of Directors hereby presents the 24th Annual Report on the business and operations of your Company along with the standalone and consolidated summary financial statements for the year ended 31st March, 2013.

Company''s Performance:

Your Company has achieved a turnover of Rs. 335,903.96/- lakhs up to 31st March, 2013, as against the turnover of Rs. 369,356.83/- lakhs for the previous year ended 31st March, 2012, the highlights of the financial results are as follows:

Rupees in Lakhs

Particulars 2012-2013 2011-2012

Profit Before Depreciation & Interest 12,235.19 13,091.78

Financial Costs 8,580.62 6,882.83

Depreciation 3,007.99 2,833.75

Profit Before Tax 646.58 3,375.20

Provision for Tax

- Current Tax 170.00 1,075.00

- Deferred Tax 136.20 (77.67)

- MAT Credit Receivable - (478.92)

Profit After Tax 340.38 2,856.79

Balance of profit brought forward from earlier years 22,641.92 19,813.44

Add: Excess Provision for IT written off 737.13 -

Profit available for appropriation 23,719.43 22,670.23

Appropriations:

Proposed Dividend:

- Equity - -

- Preference 24.36 24.36

- Dividend Tax 3.95 3.95

Balance of Profit 23,691.12 22,641.92

Operations:

Appliances Division The total turnover of the Division for the year ended 31st March, 2013 is Rs.171.36 lakhs, which mainly includes the turnover of all varieties of Fans, Fan Components and other products.

Steel Products Division The total turnover of the Division for the year ended 31st March, 2013 is Rs. 335,732.61 lakhs, which mainly includes the turnover of Casting Division, Processing Division and Trading of Steel products.

During the year the export turnover of various products is Rs. 45,651.79 lakhs.

Infrastructure Division The Company had started Infrastructure Division with a view to undertake construction and developmental activities like integrated residential townships, commercial buildings and specialized design and construction of integrated medical colleges and super speciality hospitals etc., However due to the current account economic slowdown, no works were taken up by this division in this year.

Subsidiary Companies:

Your Company has the following Wholly Owned Subsidiaries:

PAC Ventures Pte Limited: Pac Ventures Pte. Limited, Singapore was incorporated on 11th December, 2006 for carrying on the business of general wholesale trade (including general imports and exports) and its revenue was Rs. 17,524.34 lakhs

Sujana Holdings Limited: Sujana Holdings Limited, Dubai was incorporated on 4th February, 2007 for carrying on the business of investments and trading and its revenue was Rs. 6,129.87 lakhs.

Sujana Holdings Ltd has a subsidiary namely Empire Gulf FZE, Sharjah, UAE.

Nuance Holdings Limited: Nuance Holdings Limited, Hong Kong was incorporated on 27th August, 2007 for carrying on the business of investments and trading and its revenue was Rs. 10,449.00 lakhs.

Nuance Holdings Ltd has a subsidiary namely Selene Holdings Ltd, Mauritius.

Sun Trading Limited: Sun Trading Limited, Cayman Islands was incorporated on 18th July, 2008 for carrying on the business of general wholesale trade which includes general imports and exports and its revenue was Rs. 26,457.08 lakhs.

Sun Trading Ltd has a subsidiary namely Sun global Trading Pte. Ltd, Singapore.

Hestia Holdings Limited: Hestia Holdings Limited, Mauritius was incorporated on 18th September 2008, however it became a subsidiary of the Company w.e.f. 27th December 2010, with the object of carrying on the business of general trade which includes general imports and exports and its revenue for the period of nine months was Rs. 5,551.95 lakhs.

Consolidated Financial Statements:

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-III dated 8th February 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies'' investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor at its Head Office in Hyderabad and that of the subsidiary companies concerned. A gist of the financial performance of the subsidiary Companies is contained in the report.

Industrial Relations:

Your directors are happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

Directors:

In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Shri J.Ramakrishnan and Shri S. Hanumantha Rao, Directors of the Company, are liable to retire by rotation at the forthcoming Annual General Meeting of the Members of the Company and being eligible, offers themselves for re-appointment.

Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that -

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b. they have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for that period;

c. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis.

Disclosures under Section 217(1)(d) of the Companies Act, 1956:

Material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report:

Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Companies website. Board Members and Senior Management personnel have affirmed Compliance with the Code for the financial year 2012-13. A separate declaration to this effect is made out in the Corporate Governance Report.

Statutory Auditors:

The Company''s Statutory Auditors, M/s. T. Raghavendra & Associates, Chartered Accountants, Hyderabad will retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment.

Cash Flow Analysis:

In conformity with the provisions of Clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March 2013 is included in the annual accounts.

Cost Auditors:

M/s. BVR & Associates, Cost Accountants, Hyderabad were re-appointed as Cost Auditors of the Company for the Year 2013-14.

In pursuance of Section 233B of the Companies Act, 1956 read with circular no. 52/26/CAB - 2010 the Company has appointed M/s. BVR & Associates, Cost Accountants, Hyderabad as the Cost Auditors for conducting audit of Cost Accounting Records in respect of domestic appliances manufactured by the Company for the year 2012-13. The approval of the Central Government for the appointment has been received. The Company has reappointed them as Cost Auditors for the financial year 2013- 2014.

Cost accounting records for the year ended 31st March, 2013 were maintained as per the Companies (Cost Audit Report) Rules, 2011. The Cost Auditor shall submit the report along with their observations and suggestions, and Annexure to the Central Government within stipulated time period.

Personnel:

Information required to be furnished under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable since none of the employees are receiving remuneration as mentioned in the said Section.

Human Resource Management:

The key resource for your Company is its employees. Your Company has been able to create a favorable work environment that encourages innovation and meritocracy. The efforts of your Company in the area of employee management and HR practices have been proved effective in Human Resource Management.

Listing of Company''s Securities:

Your Company''s shares are currently listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai and the Global Depository Receipts are currently listed at the Luxembourg Stock Exchange.

Dematerialization of Shares:

Your Company''s shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Dividend:

As per the terms of issue of Cumulative Redeemable Preference Shares (CRPS) vide letter No. 2587/SASF/CBO and 5937/SASF/(SUIL) dated 28th June, 2005 and 29th October, 2005 respectively, your Company is required to pay the dividend of Rs. 24.36 Lakhs (Previous year Rs. 24.36 Lakhs) which represents 1% on 24,36,200 Cumulative Redeemable Preference Shares(CRPS) of Rs.100/- each to the holders of Cumulative Redeemable Preference Shares for the year under review. Further your Company also provided a provision of dividend tax to the extent of Rs. 24.36 Lakhs (Previous year Rs. 24.36 Lakhs).

Quality:

Your Company accord to high priority to quality, safety, training, development, health and environment. The Company endeavors to ensure continuous compliance and improvements in this regard.

Insurance:

All the properties and insurable assets of the Company, including Building, Plant and Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately covered.

Fixed Deposits:

The Company has not accepted any fixed deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

The details regarding Energy Conservation, Technology, Technology Absorption, Foreign Exchange Earnings and Outgo as required by Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure 1 and forms part of this report.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director''s and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

Explanations to any qualifications in Auditors'' Report:

There are no adverse remarks in the Auditors'' Report dated 28th May, 2013. However the status on the disputed statutory dues is mentioned in Point No. 2.35 of notes to accounts.

Acknowledgment:

The Directors thank the Company''s employees, customers, vendors, investors and academic institutions for their support.

The Directors also thank the Governments of various countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

The Directors appreciate and value the contributions made by shareholders for their undaunted faith in the Company.

BY ORDER OF THE BOARD

Place: Hyderabad G. Srinivasa Raju S. Hanumantha Rao

Date: 13th August, 2013 Managing Director Director

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Mar 31, 2012

To The Members of Sujana Universal Industries Limited,

The Directors hereby present Twenty Third Annual Report together with the Audited Accounts for the financial year ended 31st March, 2012 comprising of Twelve (12) months from 01.04.2011 to 31.03.2012.

1. Company's Performance:

Your Directors hereby report that the Company has achieved a turnover of Rs. 369,356.83 lakhs up to 31.03.2012, consisting of Twelve (12) months, as against the turnover of Rs. 387,741.86 lakhs for the previous year ended 31.03.2011 consisting of Eighteen (18) months.

The highlights of the financial results are as follows:

Rupees in Lakhs

2011-2012 2009-2011 (12 Months) (18 Months)

Profit Before Depreciation 13,091.78 15,875.50 & Interest

Financial Costs 6,882.83 8,284.76

Depreciation 2,833.75 4,090.23

Profit Before Tax 3,375.20 3,500.51

Provision for Tax

- Current Tax 1,075.00 870.00

- Deferred Tax (77.67) (89.08)

- MAT Credit Receivable (478.92) -

Profit After Tax 2,856.79 2,719.59

Balance of profit brought 19,813.44 16,511.76 forward from earlier years

Profit available for 22,670.23 19,856.05 appropriation

Appropriations:

Proposed Dividend:

- Equity - -

- Preference 24.36 36.54 - Dividend Tax 3.95 6.07

Balance of Profit 22,641.92 19,813.44

2. Operations:

Light Engineering Components (LEC) Division:

The total turnover of the Division for the 12 months period ended 31.03.2012 is Nil

Appliances Division

The total turnover of the Division for the 12 months period ended 31.03.2012 is Rs. 285.63 lakhs, which mainly includes the turnover of all varieties of Fans, Fan Components and other products.

Steel Products Division

The total turnover of the Division for the 12 months period ended 31.03.2012 is Rs. 369,071.20 lakhs, which mainly includes the turnover of Casting Division, Processing Division and Trading of Steel products. During the period the export turnover of various products is Rs. 67,731.16 lakhs.

Infrastructure Division

The Company has started Infrastructure Division. The Company has plans to undertake construction and developmental activities like integrated residential townships, commercial buildings and specialized design and construction of integrated medical colleges and super speciality hospitals etc.,

3. Subsidiary Companies:

Your Company formed the following wholly owned subsidiaries:

(a) M/s PAC Ventures Pte Limited in Singapore incorporated on 11th December, 2006 for carrying on the business of general wholesale trade (including general imports and exports) and its revenue was Rs. 10,658.67 lakhs

(b) M/s Sujana Holdings Limited in Dubai incorporated on 4th February, 2007 for carrying on the business of investments and trading and its turnover was Rs. 37,327.45 lakhs

(c) M/s Nuance Holdings Limited in Hong Kong incorporated on 27th August, 2007 for carrying on the business of investments and trading and its turnover was Rs. 50,452.08 lakhs

(d) M/s Sun Trading Limited in Cayman Islands incorporated on 18th July, 2008 for carrying on the business of general wholesale trade which includes general imports and exports and its turnover was Rs. 29,655.31 lakhs

(e) M/s Hestia Holdings Limited, Mauritius has became the subsidiary of the Company during the previous financial period and its turnover was Rs. 19,946.08 lakhs

4. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard (AS) 21, are attached to and form part of the Annual Report.

Your Company has availed the general exemption from attaching a copy of the Balance Sheet, Statement of Profit and Loss, Directors Report and Auditor's Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of your Company. The said exemption is granted vide circular issued by Ministry of Corporate Affairs dated 08.02.2011.

Accordingly, the said documents of subsidiary Companies are not being attached with the Balance sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The Annual Accounts of the subsidiary Companies are open for inspection by any member/investor at the Company's Registered Office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of it's subsidiary Companies who may be interested in obtaining the same.

5. Industrial Relations:

Your directors are happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

6. Directors:

Shri Y.S. Chowdary and Dr K. Srinivasa Rao, Directors of the Company, are liable to retire by rotation in the forthcoming Annual General Meeting of the Members of the Company and being eligible offers themselves for reappointment.

7. Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating management, confirm that-

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the annual accounts on a going concern basis.

8. Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Companies website. Board Members and Senior Management personnel have affirmed Compliance with the Code for the financial year 2011-12. A separate declaration to this effect is made out in the Corporate Governance Report.

9. Auditors:

The Company's Statutory Auditors, M/s. T. Raghavendra & Associates, Chartered Accountants, Hyderabad will retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment.

10. Cost Auditors:

M/s. BVR & Associates, Cost Accountants, Hyderabad were re-appointed as Cost Auditors of the Company for the Year 2012-13

11. Personnel:

Information required to be furnished under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable since none of the employees are receiving remuneration as mentioned in the said section.

12. Human Resource Management:

The key resource for your Company is its employees. Your Company has been able to create a favourable work environment that encourages innovation and meritocracy. The efforts of your Company in the area of employee management and HR practices have been proved effective in Human Resource Management.

13. Further issue of securities of the Company:

Pursuant to the special resolution passed by the members of the Company at 21st Annual General meeting of the Company held on 27.03.2010, your Company had successfully completed the conversion of 1,50,00,000 warrants issued to the promoters into equity on 28.09.2011.

Pursuant to the special resolution passed by the members of the Company at 22nd Annual General meeting of the Company held on 24.09.2011, your Company had successfully issued 1,50,00,000 equity shares of Rs. 10/- each to non-promoters on 28.09.2011.

14. Listing of Company's Securities:

Your Company's shares are currently listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai and the Global Depository Receipts are currently listed at the Luxembourg Stock Exchange.

15. Dematerialization of Shares:

Your Company's shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

16. Dividend:

The Board of Directors of your Company has recommended dividend of 1 % on the 24,36,200 Cumulative Redeemable Preference Shares for the year under review as per the terms of issue of Cumulative Redeemable Preference Shares.

17. Fixed Deposits:

The Company has not accepted any fixed deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable.

18. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

The details regarding Energy Conservation, Technology, Technology Absorption, Foreign Exchange Earnings and Outgo as required by Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure 1 and forms part of this report.

19. Corporate Governance:

A detailed report on Corporate Governance has been included separately in the Annual Report. A report on Management Discussion and Analysis prepared and attached to the Directors' Report also forms part of this Annual Report.

20. Explanations to any qualifications in Auditors' Report:

There are no adverse remarks in the Auditors' Report dated 28th May, 2012. However the status on the disputed statutory dues is mentioned in Point No. 2.34 of notes to accounts.

21. Acknowledgment:

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company, the Board of Directors thanks the Employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

BY ORDER OF THE BOARD

DIRECTOR DIRECTOR PLACE: HYDERABAD

DATE : 11.08.2012

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Mar 31, 2011

The Members of Sujana Universal Industries Limited,

The Directors hereby present Twenty Second Annual Report together with the Audited Accounts for the financial year ended 31st March, 2011 comprising Eighteen (18) months from 01.10.2009 to 31.03.2011.

1. Company's Performance:

Your Directors hereby report that the Company achieved a turnover of Rs. 387,741.86 lakhs up to 31.03.2011, consisting of eighteen (18) months, as against the turnover of Rs.139,773.31 lakhs for the previous year ended 30.09.2009 consisting of twelve (12) months.

The highlights of the financial results are as follows:

(Rupees in Lakhs)

2009-2011 2008-2009 (18 Months) (12 Months)

Profit before 15,738.08 8,025.88 Depreciation & Interest

Interest 8,284.76 2,644.43

Depreciation 4,090.23 2,519.93

Prior year adjustments 137.42 - 299.17

Profit before tax 3,500.51 2,562.35

Provision for tax

1. Current tax 870.00 442.10

2. Deferred tax - 89.08 113.58

3. Fringe Benefit tax - 5.68

Profit after tax 2,719.59 2,000.99

Balance of profit 16,511.76 14,539.04 brought forward from earlier years

Profit available for 19,856.05 16,540.02 appropriation

Appropriations:

Proposed Dividend:

4. Equity - -

5. Preference 36.54 24.36

6. Dividend Tax 6.07 3.89

Balance of Profit 19,813.44 16,511.76

2. Operations:

Appliances Division

The total turnover of the Division for the 18 months period ended 31.03.2011 is Rs.843.99 lakhs, which mainly includes the turnover of all varities of Fans, Fan Components and other products.

Light Engineering Components (LEC) Division:

There is no turnover from this Division for the period under review.

Steel Products Division

The total turnover of the Division for the 18 months period ended 31.03.2011 is Rs.386,897.87 lakhs, which mainly includes the turnover of Casting Division, Processing Division and Trading of Steel products. During the period the export turnover of various products is Rs.65,934.15 lakhs.

Infrastructure Division

The Company has started Infrastructure Division. The Company has plans to undertake construction and developmental activities like integrated residential townships, commercial buildings and specialized design and construction of integrated medical colleges and super specialty hospitals etc.,

3. Subsidiary Companies:

Your Company formed the following wholly owned subsidiaries:

(a) M/s. PAC Ventures Pte Limited, in Singapore, incorporated on 11th December, 2006 for carrying on the business of general wholesale trade (including general importers and exporters) and its revenue is Rs. 10280.88 Lakhs.

(b) M/s. Sujana Holdings Limited, in Dubai, incorporated on 4th February, 2007 for carrying on the business of investments and trading and its turnover is Rs. 20663.71 Lakhs.

(c) M/s. Nuance Holdings Limited in Hong Kong, incorporated on 27th August, 2007 for carrying on the business of investments and trading and its turnover is Rs. 14418.56 Lakhs.

(d) M/s. Sun Trading Limited in Cayman, islands Incorporated on 18th July, 2008 for carrying on the business of general wholesale trade which includes general imports and exports and its turnover is NIL.

(e) M/s. Hestia Holdings Limited, Mauritius has became the subsidiary of the Company during the financial period and its turnover is Rs 4633.22 Lakhs.

4. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard (AS) 21, are attached to and form part of the Annual Report.

Your Company has availed the general exemption from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditor's report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of your Company. The said exemption is granted vide circular issued by Ministry of Corporate Affairs dated 08.02.2011.

Accordingly, the said documents of subsidiary companies are not being attached with the Balance sheet of the Company. A gist of the financial performance of the subsidiary companies is contained in the report. The Annual Accounts of the subsidiary companies are open for inspection by any member/ investor at the Company's Registered Office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of it's subsidiary companies who may be interested in obtaining the same.

5. Extension of Financial Year of the Company

Financial Year 2009-10 of the Company extended upto 31.03.2011 consisting of 18 months from 01.10.2009 to 31.03.2011 vide the approval of the Registrar of Companies, Hyderabad Dated : 04.10.2010

The Company has received the approval for extension of time for the purpose of holding Annual General Meeting on or before 26.09.2011. vide the approval of the Registrar of Companies, Hyderabad Dated : 12.05.2011.

6. Scheme of Amalgamation

The Board of Directors of the Company at their meeting held on 12th February, 2011 approved the Scheme of amalgamation between (1) M/s. Lumbini Electricals Private Limited (Infrastructure Division), (2) M/s Futuretech Industries Limited (Infrastructure Division), (3) M/s. Ganga Industrial Corporation Limited (Infrastructure Division), (4) M/s. Vijay Home Appliances Limited, (5) M/s. EBC Bearings (India) Limited and (6) M/s. Heman Fan Components Private Limited.

Your Company received the NOCs from Bombay Stock Exchange Limited & National Stock Exchange of India Limited for the said Scheme.

The Amalgamation would result in synergy of operations and also reduce the overhead and administrative costs substantially, by combining these units it will meet the competition in the domestic and international market and also helps to meet the international standards and it will also reduce the inventory levels which will result in significant savings in procurement of inventory and carrying costs of the inventory.

Your Company is in the process of fling necessary Applications / Petitions before Hon'ble High Court of Andhra Pradesh for the said Scheme.

7. Industrial Relations

Your directors are happy to report that the Industrial Relations have been extremely cordial at all levels throughout the year.

8. Directors

Shri J. Ramakrishnan and Shri S. Hanumantha Rao Directors of the Company, are liable to retire by rotation in the forthcoming Annual General Meeting of the Members of the Company and being eligible offers themselves for reappointment.

9. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the - Companies Act, 1956, the Directors, based on the representations received from the Operating management, confirm that-

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That they have prepared the annual accounts on a going concern basis.

10. Promoter Group Companies

Pursuant to an intimation from promoters, names of promotes and companies comprising the "group" as defined in the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969, have been disclosed on Page No. 28 in the Annual Report of the Company.

11. Code of Conduct

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Companies website. Board Members and Senior Management personnel have affirmed Compliance with the Code for the financial year 2009-11. A separate declaration to this effect is made out in the Corporate Governance Report.

12. Statutory Auditors

The Company's Statutory Auditors, M/s. T.Raghavendra & Associates, Chartered Accountants, Hyderabad will retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment.

13. Cost Auditors

M/s. BVR & Associates, Cost Accountants, Hyderabad were appointed as Cost Auditors of the Company for the year 2011-12.

14. Personnel

Information in accordance with Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure-1 to this report.

15. Human Resource Management

The key resource for your Company is its employees. Your Company has been able to create a favourable work environment that encourages innovation and meritocracy.

The efforts of your Company in the area of employee management and HR practices have been proved effective in Human Resource Management.

16. Further issue of securities of the Company

Pursuant to the special resolution passed by the members of the Company at 21st Annual General meeting of the Company held on 27.03.2010, your Company had successfully completed the issue and allotment of 65,00,000 equity shares of Rs.10/- each at a premium of Rs.2.50/- per share and 2,35,00,000 convertible warrants of Rs. 10/- each at a premium of Rs. 2.50/- per warrant to the Promoter Group. Out of the above 2,35,00,000 convertible warrants, 85,00,000 convertible warrants were converted into equity shares during the period under review and the balance 1,50,00,000 warrants are pending for conversion.

The amount raised through the above said issues have been utilised for the purpose for which they have been raised.

17. Movement in Authorised Capital

As on 30.09.2009, the authorized share capital of the Company is Rs.1,55,00,00,000 (Rupees One hundred Fifty Five Crores) divided into 13,00,00,000 (Thirteen Crores only) equity shares of Rs.10/- each and 25,00,000 (Twenty Five Lakhs) Cumulative Redeemable Preference Shares of Rs.100/- each.

Pursuant to the special resolution passed by the members of the Company at the 21st Annual General meeting of the Company held on 27.03.2010, the authorized share capital of the Company has been increased from Rs. 1,55,00,00,000 (Rupees One hundred Fifty Five Crores) to Rs.200,00,00,000 (Rupees Two Hundred Crores only) divided into 17,50,00,000 (Seventeen Crores Fifty Lakhs only) equity shares of Rs.10/- each and 25,00,000 (Twenty Five Lakhs) Cumulative Redeemable Preference Shares of Rs.100/- each.

18. Listing of Company's Securities:

Your Company's shares are currently listed on Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE), Mumbai and the Global Depository Receipts are currently listed at the Luxembourg Stock Exchange.

19. Dematerialization of Shares:

Your Company's shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

20. Dividend:

The Board of Directors of your Company has recommended dividend of 1 % on the 24,36,200 Cumulative Redeemable Preference Shares for the year under review as per the terms of issue of Cumulative Redeemable Preference Shares.

21. Fixed Deposits:

The Company has not accepted any fixed deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable.

22. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

The details regarding Energy Conservation, Technology, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure 2 and forms part of this report.

23. Corporate Governance:

A detailed report on Corporate Governance has been included separately in the Annual Report. A report on Management Discussion and Analysis prepared and attached to the Directors' Report also forms part of this Annual Report.

24. Explanations to any qualifications in Auditors' Report:

There are no adverse remarks in the Auditors' Report dated 21st July, 2011. However the status on the disputed statutory dues is mentioned in schedule 18 under notes on accounts.

25. Acknowledgment:

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company, the Board of Directors thanks the Employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

BY ORDER OF THE BOARD

DIRECTOR DIRECTOR

PLACE : HYDERABAD DATE : 21.07.2011

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Sep 30, 2009

The Directors hereby present Twentyfirst Annual Report together with the Audited Accounts for the financial year ended 30th September, 2009 comprising of Twelve (12) months from 01.10.2008 to 30.09.2009.

1. Companys Performance:

Your Directors hereby report that the Company has achieved a turnover of Rs.139773.31 lakhs upto 30.09.2009, consisting of Twelve (12) months, as against the turnover of Rs.117283.92 lakhs for the previous year ended 30.09.2008 consisting of fifteen (15) months.

The highlights of the financial results are as follows:

(Rupees in Lakhs) 2008-20091 2007-2008 (12 Months) (15 Months)

Profit before Depreciation & Interest 8025.88 9796.92

Interest 2644.43 3545.60

Depreciation 2519.93 2796.19

Profit before tax 2861.52 3455.13

Provision for tax

1. Current tax 442.10 345.00

2. Deferred tax 113.58 223.75

3. Fringe Benefit tax 5.68 9.81 4. Provision for dividend tax 3.89 5.18

Profit after tax 2296.25 2871.39

Prior year adjustments -299.17 -574.05

Profit after tax & prior year 1997.08 2297.34 adjustments

Balance of profit brought 14539.04 12272.15 forward from earlier years

Profit available for 16536.12 14569.49 appropriation

Appropriations: Proposed Dividend:

5. Equity - -

6. Preference 24.36 30.45 Balance of Profit 1651176 14539.04

2. Operations:

Light Engineering Components (LEC) Division:

The total turnover of the Division for the 12 months period ended 30.09.2009 is Rs.1282 lakhs, which mainly includes the turnover of Bearings, Bearing components and other products. Appliances Division

The total turnover of the Division for the 12 months period ended 30.09.2009 is Rs.1759 lakhs, which mainly includes the turnover of all verities of Fans and Fan Components and other products.

Steel Products Division

The total turnover of the Division for the 12months period ended 30.09.2009 is Rs.136732 lakhs, which mainly includes the turnover of Casting Division, Processing Division and Trading of Steel products. During the period the export turnover of various products is Rs. 39862 lakhs.

Infrastructure Division

The Company has started Infrastructure Division. The Company has plans to undertake construction and

developmental activities like integrated residential townships, commercial buildings and specialized design and construction of integrated medical college and super specialty hospital etc.,

3. Subsidiary Companies:

Your Company formed the following wholly owned subsidiaries:

(a) M/s PAC Ventures Pte Limited, in Singapore on 11th December, 2006 for carrying on the business of general wholesale trade (including general importers and exporters)

The Audited Financial Statements up to 31.05.2009 are annexed from Page no. 63 to Page no. 73 and forming part of this annual report.

(b) M/s Sujana Holdings Limited, in Dubai on 4th February, 2007 for

carrying on the business of investments and trading

The Audited Financial Statements up to 31.07.2009 are annexed from Page no. 87 to Page no. 95 and forming part of this annual teport.

(c) M/s. Nuance Holdings Limited in Hong Kong on 27th August, 2007 for carrying on the business of investments and trading.

The Audited Financial Statements up to 30.06.2009 are annexed from Page no. 76 to Page no. 84 and forming part of this annual report.

(d) M/s. Sun Trading Limited in Cayman Islands on 18th July, 2008 for carrying on the business of general wholesale trade which includes general imports and exports.

As per the law prevailing in Cayman Islands, financial statements of M/s. Sun Ttrading Limited arc not reqired to be audited. Therefore the Financial Statements up to 30.06.2009 are annexed from Page no. 97 to Page no. 102 and forming part of this annual report.

The statements pursuant to Section 212 of the Companies Act, 1956 on the subsidiary companies as on 30.09.2009 are given on page no. 103.

The Consolidated financial statements consisting of the annual audited accounts of your Company for the year ended 30th September 2009 and audited/un-audited financial statements of the respective subsidiary companies as mentioned above have been annexed to the Annual Report.

4. Industrial Relations:

Your directors are happy to report that the Industrial Relations have been extremely cordial at all levels throughout the year.

5. Directors:

Shri S. Hanumantha Rao and Dr. K. Srinivasa Rao, Directors of the Company, are liable to retire by rotation in the forthcoming Annual General Meeting of the Members of the Company and being eligible offers themselves for reappointment.

Shri D.Rama Rao has been appointed as Additional Director with effect from 29th December, 2009. Shri D.Rama Rao holds office up to the date of the ensuing Annual General Meeting. Notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing the name of Shri D.Rama Rao for appointment as Director liable to retire by rotation.

6. Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating management, confirm that-

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That they have prepared the annual accounts on a going concern basis.

7. Promoter Group Companies:

Pursuant to an intimation from promoters, names of promotes and companies comprising the "group" as defined in the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969, have been disclosed on Page No. 21 in the Annual Report of the Company.

8. Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Companys website Board Members and Senior Management personnel have affirmed Compliance with the Code for the financial year 2008-09. A separate declaration to this effect is made out in the Corporate Governance Report.

9. Auditors:

The Companys Statutory Auditors, M/s. T.Raghavendra & Associates, Chartered Accountants, Hyderabad will retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for reappointment.

10. Personnel:

Information in accordance with Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 given as Annexure-1 to this Report.

11. Human Resource Management:

The key resource for your Company is its employees. Your Company has been able to create a favourable work environment that encourages innovation and meritocracy. The efforts of your Company in the area of employee management and HR practices have been proved effective in Human Resource Management.

12. Listing of Companys Securities:

Your Companys shares are currently listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai and the Global Depository Receipts are currently listed at the Luxembourg Stock Exchange.

13. Dematerialization of Shares:

Your Companys shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

14. Dividend:

The Board of Directors of your Company has recommended dividend of 1 % on the 24,36,200 Cumulative Redeemable Preference Shares for the year under review as per the terms of issue of Cumulative Redeemable Preference Shares.

15. Fixed Deposits:

The Company has not accepted any fixed deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable.

16. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

The details regarding Energy Conservation, Technology, Technology Absorption, Foreign Exchange Earnings and Outgo as required by Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure 2 and forms part of this report.

17. Corporate Governance:

A detailed report on Corporate Governance has been included separately in the Annual Report. A report on Management Discussion and Analysis prepared and attached to the Directors Report also forms part of this Annual Report.

18. Explanations to any qualifications in Auditors Report:

There are no adverse remarks in the Auditors Report dated 29th December, 2009. However, there are certain demands from Statutory Authorities for which the Company preferred appeals before respective appropriate appellate authorities. The status on the disputed statutory dues is mentioned in schedule 18 under notes on accounts.

19. Acknowledgment:

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company, the Board of Directors thanks the Employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

BY ORDER OF THE BOARD

PLACE: HYDERABAD Y.S. CHOWDARY

DATE : 30.01.2010 CHAIRMAN