SURYA ROSHNI LIMITED
BOARD OF DIRECTORS
B. D. Agarwal Chairman and Managing Director B. B. Chadha G. S. Gupta K. K. Narula M. G. Bakre IDBI Nominee Rajendra Arya Urmil Agarwal J. P. Agarwal Vice-Chairman and Joint Managing Director MANAGEMENT EXECUTIVES Corporate S. N. Bansal Executive Director Lighting Division A. P. Sharma Executive Director Chatur Singh Chief General Manager Kashipur Unit B. B. Pradhan Chief General Manager Malanpur Unit
COMPANY SECRETARY B. B. Singal
STATUTORY AUDITORS Sastry K. Anandam & Company Chartered Accountants CONTENTS PAGE NO. COST AUDITORS Notice 2 R. J. Goel & Co. Lighting Division H. R. Singal Steel Division Management Discussion & Analysis 5
BANKERS Directors' Report 7 State Bank of India Report on Corporate Governance 11 Punjab National Bank Auditors' Report 16 State Bank of Patiala Balance Sheet 18 REGISTERED OFFICE AND Profit & Loss Account 19 WORKS-STEEL DIVISION Prakash Nagar, Sankhol, Bahadurgarh-124507 (Haryana) Schedules 20 E-mail : [email protected] Balance Sheet Abstract 35 WORKS-LIGHTING DIVISION Interest in Subsidiary Companies 36 7 k.m. Stone, Kashipur-Moradabad Road, Cash Flow Statement 37 Kashipur-244713 Distt. Udham Singh Nagar (Uttaranchal) E-mail:[email protected] Annual Report of Subsidiary Company: J - 7, 8 & 9, Malanpur Industrial Area l Surya Roshni Inc., New York 38 Malanpur, District Bhind (Madhya Pradesh) E-mail : [email protected] Consolidated Accounts 41
1 When the sun sets, Surya rises. SURYA ROSHNI LIMITED
NOTICE in this behalf be and is hereby authorised to finalise all agreement(s) for creating mortgage and/or charge as aforesaid Notice is hereby given that the Thirty Second Annual General and to do all such acts, deeds and matter as may be necessary Meeting of the members of SURYA ROSHNI LIMITED will be or expedient for giving effect to the above resolution." held on Thursday, the 29th September, 2005 at 10.30 A.M., at the Registered Office of the Company at Prakash Nagar, Sankhol, 7. To consider and, if thought fit, to pass with or without Bahadurgarh 124 507 (Haryana) to transact the following business: modification(s), the following resolution as an Ordinary Resolution: ORDINARY BUSINESS "RESOLVED THAT pursuant to the provisions of Section 198, 1. To consider and adopt the Audited Accounts of the 269,309, 310 and Schedule XIII and such other applicable Company and the Reports of Directors and Auditors thereon provisions, if any, of the Companies Act, 1956, (the Act) for the year ended 31st March, 2005. including any statutory modification or any amendment or any 2. To declare dividend. substitution or reenactment thereof for the time being in force, 3. To appoint a Director in place of Smt Urmil Agarwal, who approval of the members of the Company be and is hereby retires by rotation and, being eligible, offers herself for accorded to increase the remuneration paid to Shri Jai Prakash re-appointment. Agarwal as the Joint Managing Director of the Company w.e.f. 4. To appoint a Director in place of Shri Rajendra Arya, who 01-10-2004 for the rest of his tenure, as set out in the retires by rotation and, being eligible, offers himself for Supplementary Agreement executed on 27-09-2004 between re-appointment. the Company and Shri Jai Prakash Agarwal, which agreement 5. To appoint Auditors and to fix their remuneration. is hereby specifically approved with authority to the Board of Directors of the Company to alter and /or vary the remuneration SPECIAL BUSINESS within the limits, if any, prescribed in the Act and/or any 6. To consider and, if thought fit, to pass with or without schedules thereto. modification(s), the following resolution as an Ordinary RESOLVED FURTHER THAT in the event of loss or inadequacy Resolution: of profits in any financial year during the rest of his tenure, the “RESOLVED THAT the consent of the Company be and is hereby Company will pay Shri Jai Prakash Agarwal remuneration, accorded in terms of Section 293(1)(a) and other applicable perquisites, benefits and amenities not exceeding the ceiling provisions, if any, of the Companies Act, 1956 to mortgaging laid down in Section II of Part II of Schedule XIII of the and/or charging by the Board of Directors of the Company of Companies Act, 1956, as may be decided by the Board of all the immovable and movable properties of the Company Directors. wheresoever situated, present and future and the whole of the RESOLVED FURHTER THAT the Board of Directors be and are undertaking of the Company in favour of Industrial Development hereby authorised to do all such acts, deeds and things as may Bank of India Ltd. (IDBI Ltd.) acting for itself and as agent of be considered necessary to give effect to the aforesaid Banks/Financial Institutions to secure: resolution." a) Rupee Term Loan of Rs.2000 lac (Rupees Two thousand 8. To consider and, if thought fit, to pass with or without lac only) lent and advanced by Syndicate Bank to the modification, the following resolution as an Ordinary Company. Resolution: b) Rupee Term Loan of Rs.1500 lac (Rupees One thousand "RESOLVED THAT, in accordance with the applicable five hundred lac only) lent and advanced by IDBI Ltd. to provisions of the Companies Act, 1956 and the Listing the Company. Agreement with Stock Exchanges, or any amendment or c) Foreign Currency Loan of US $ 2 million lent and advanced re-enactment thereof, consent be and is hereby accorded by IDBI Ltd. to the Company. for payment of fees to the Non-Executive Directors of d) Rupee Corporate Loan of Rs.900 lac (Rupees Nine hundred the Company, for attending meetings of the Board of lacs only) lent and advanced by State Bank of Travancore Directors ('the Board') or Committees thereof, of amount(s), to the Company. as may be determined by the Board, within the limit of e) Foreign Currency Loan of US $ 3 million lent and advanced Rs. 20,000/- (Rupees Twenty Thousand) individually per by State Bank of Patiala to the Company. meeting as presently prescribed by the Central Government together with interest thereon at the respective agreed rates, or such other limit as may be prescribed by the Central interest tax, compound interest, additional interest, liquidated Government from time to time in that behalf." damages, commitment charges, premia on prepayment or on redemption, costs, charges, expenses and other monies payable by the Company to Syndicate Bank, IDBI Limited, State Bank of Travancore and State Bank of Patiala under By Order of the Board Loan Agreements entered into/to be entered into by the Registered Office : Company in respect of the aforesaid loans. Prakash Nagar, Sankhol, RESOLVED FURTHER THAT the Board of Directors of the Bahadurgarh - 124 507 (Haryana) B. B. SINGAL Company or a Committee of Directors authorised by the Board Dated : 29th June, 2005 COMPANY SECRETARY
2 When the sun sets, Surya rises. Notice SURYA ROSHNI LIMITED
NOTES Syndicate Bank, IDBI Ltd., State Bank of Travancore and State 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS Bank of Patiala. The details are as under: ANNUAL GENERAL MEETING MAY APPOINT A PROXY a) Rupee Term Loan of Rs.2000 lac (Rupees Two thousand TO ATTEND AND VOTE ON A POLL ON HIS BEHALF. A lac only) lent and advanced by Syndicate Bank to the PROXY NEED NOT BE A MEMBER OF THE COMPANY. Company. Proxies, in order to be effective, must be received at 408, b) Rupee Term Loan of Rs.1500 lac (Rupees One thousand Padma Tower-I, Rajendra Place, New Delhi - 110 008 or five hundred lac only) lent and advanced by IDBI Ltd. to Registered Office, not less than forty-eight hours before the Company. the commencement of this Annual General Meeting i.e. c) Foreign Currency Loan of US $ 2 million lent and advanced before 10.30 a.m. on 27th September, 2005. by IDBI Ltd. to the Company. 2. Explanatory statement pursuant to Section 173(2) of the d) Rupee Corporate Loan of Rs.900 lac (Rupees Nine hundred Companies Act, 1956, in respect of item no. 6, 7 and 8 is lac only) lent and advanced by State Bank of Travancore to annexed hereto. the Company. 3. The Register of Members and Share Transfer books of the e) Foreign Currency Loan of US $ 3 million lent and advanced Company will remain closed from 14.09.2005 to by State Bank of Patiala to the Company. 19.09.2005 (both days inclusive). 4. Members are requested to forward their change of address the financial assistance together with interest thereon at the notifications, Bank Account details including 9 digit MICR respective agreed rates, interest tax, compound interest, number appearing on the cheque pertaining to the respective additional interest, liquidated damages, commitment charges, bank account to facilitate distribution of dividend through premia on prepayment or on redemption, costs, charges, Electronic Clearing Service (ECS) to the Company/ Registrar expenses and other monies payable by the Company to and Transfer Agent - Mas Services Pvt. Ltd., AB-4, Safdarjung Syndicate Bank, IDBI Limited, State Bank of Travancore and Enclave, New Delhi - 110 029, in respect of Shares held in State Bank of Patiala under Loan Agreements entered into/to physical form and to their respective Depository Participants be entered into by the Company in respect of the aforesaid if the shares are held in electronic form. loans have to be secured by a joint mortgage of all the immovable and movable properties of the Company, present 5. Pursuant to Section 205A of the Companies Act, 1956, and future. dividend, which remains unpaid or unclaimed for a period of seven years will be transferred to the Investor Education Section 293(1)(a) of the Companies Act, 1956, provides inter & Protection Fund of the Central Government. alia that the Board of Directors of a Public Company shall not, without the consent of such Public Company in General Members who have not encashed their dividend warrant so far for the financial year ended 31st March, 1998, Meeting, sell, lease or otherwise dispose of the whole or or any subsequent financial year(s) are requested to substantially the whole of the undertaking of the Company, or address their claim to The Company Secretary, Surya where the Company owns more than one undertaking, of the Roshni Limited, 408, Padma Tower-I, 5, Rajendra Place, whole or substantially the whole of any such undertaking. Since New Delhi - 110 008. the mortgage by the Company of its immovable and movable properties as aforesaid in favour of the Lenders may be regarded 6. Information provided as per Clause 49VI(A) of the Listing as disposal of the Company's properties/undertakings, it is Agreement. necessary for the members to pass a resolution under Section The following are the details of the directors seeking 293(1)(a) of the Companies Act, 1956, before creation of the reappointment or recommended to be appointed as a said mortgage/charge. Director : Copy of the Loan Agreement(s) executed between the Company Smt. Urmil Agarwal, aged about 52 years, has been closely and Lenders and copies of the relevant documents / associated with the business of the company and has been correspondence between the said Lenders and the Company assisting her husband Sh. J. P. Agarwal (Vice Chairman & are open for inspection at the Registered Office of the Company Joint Managing Director) for the past 27 years. She does between 11.00 A.M. to 1.00 P.M. on any working day prior to not hold any other directorship. the date of the meeting. Shri Rajendra Arya, aged about 36 years, has been a director None of the Directors of the Company is in any way, concerned of the Company since November, 1997. He is a member or interested in the resolution. of the Company's Remuneration and Shareholders/ Investors' Grievance Committees and is a director in ITEM NO. 7 Prakash Surya Industries Ltd. Shri Arya holds degree in B.E. The Shareholders of the Company at the Annual General (CIVIL) from Malaviya Regional Engg. College, Jaipur in Meeting held on 28-09-2001 had appointed Shri Jai Prakash the year 1993. He has a rich experience of over 11 years Agarwal as a Joint Managing Director for a period of five years in the administrative field. from 01-01-2002 to 31-12-2006. Considering the inflationary trend and increased in business activities of the Company which EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) resulted in increase in work and responsibility of the Joint OF THE COMPANIES ACT, 1956 Managing Director and also the amount of remuneration ITEM NO. 6 payable in the similar Industries, the Board of Directors deemed The Company has been sanctioned the term loans from fit to revise the remuneration payable to Shri Jai Prakash
3 Notice When the sun sets, Surya rises. SURYA ROSHNI LIMITED
Agarwal, Joint Managing Director w.e.f. 01-10-2004 for the rest PART-C of his tenure by executing a Supplementary Agreement on The Company shall provide a car with driver and telephone 27-09-2004 for modification of remuneration and the rest clauses facility at the residence of the Joint Managing Director. Provision of the Principal Agreement dated 01-01-2002 will be remain of car with driver for use of Company's business and telephone same and effective. facility at the residence will not be considered as perquisites. The Board of Directors in their meeting held on 27-09-2004 Personal long distance calls on telephone and use of car for approved the revised remuneration of Shri Jai Prakash Agarwal, private purpose shall be billed by the Company on the Joint as Joint Managing Director w.e.f. 01-10-2004 for the rest of his Managing Director. tenure as follows : The aforesaid remuneration shall be subject to the limit of 5% SALARY : Salary of Rs.120000/- per month in the Grade of of the net profits as laid down under sub-section (3) of section 120000-15000-150000. 309 of the Companies Act, 1956. COMMISSION : 1% Commission of the net profit of the If the Company has no profits or the profits are inadequate in company computed in the manner laid down in section 309(5) any financial year during the terms of his office as the Joint of the Companies Act, 1956 subject to a maximum of 50% of Managing Director , Shri Jai Prakash Agarwal will be entitled the annual salary. to receive the above remuneration and perquisites as minimum PERQUISITES : Perquisites will be allowed in addition to salary remuneration , provided that the total remuneration, of salary , and commission restricted to an amount equal to the Annual perquisites and any other allowances shall not exceed the Salary. For this purpose unless the context otherwise requires, ceiling as provided in section II of the Part II of Schedule XIII of perquisites are classified into three categories : Parts A, B and C the Companies Act, 1956 or such other amount and perquisites and the ceiling shall apply only to Part-A. as/is may be provided in the said schedule XIII as may be amended from time to time or any equivalent statutory re- PART-A enactment(s) thereof. HOUSING : Apart from the aforesaid remuneration, Shri Jai Prakash Agarwal I. The expenditure by the Company on hiring unfurnished will be entitled to reimbursement of expenses incurred in accommodation for the Joint Managing Director shall be connection with the business of the Company. subject to the following ceilings: No sitting fees will be paid to him for attending the meetings of 60% of the Salary, over and above 10% payable by the the Board of Directors of the Company or Committees thereof. Joint Managing Director himself. Copy of the Supplementary Agreement executed between the II. In case the accommodation provided to the Joint Managing Company and Shri Jai Prakash Agarwal are open for inspection Director is owned by the Company, the Company shall at the Registered Office of the Company between 11.00 a.m. deduct 10% of the salary of the Joint Managing Director. to 1.00 p.m. on any working day prior to the date of the meeting. III. In case no accommodation is provided by the Company to Shri B. D. Agwarwal, Managing Director and Smt. Urmil the Joint Managing Director, House Rent Allowance shall Agarwal, Director are the relatives of Shri Jai Prakash Agarwal be paid by the Company to him subject to the ceiling laid and to the extent they are interested in the resolution. down in Housing I, herein above. Item No. 8 IV. The Expenditure incurred by the Company on gas, In terms of the revised Clause 49 of the Listing Agreement with electricity, water and furnishings shall be valued as per the Stock Exchanges, approval of the Shareholders is now required Income Tax Rule,1962. This shall , however , be subject to for payment of sitting fees to the Non-Executive Directors of a a ceiling of 10% of the salary of the Joint Managing Director. Company. 2. Medical Reimbursement : Expenses incurred for self and The Non-Executive Directors of your Company are entitled to family subject to a ceiling of one month's salary per year sitting fees, as determined by the Board of Directors ('the Board') or three month's salary in a period of three years. from time to time, for attending meetings of the Board and 3. Leave Travel Concession : For self and family once in a Committees thereof. The sitting fees are presently Rs. 7500/- year incurred with the rules specified by the Company. per meeting of the Board and Committees thereof. 4. Club Fees : Fees of clubs subject to a maximum of two The Board at its meeting held on 29th June, 2005, recommended clubs. Admission and life membership fees shall not be for the approval of the Members, payment of sitting fees, allowed. individually as provided in the resolution. 5. Personal Accident Insurance : Premium not to exceed The Non-Executive Directors of your Company are interested Rs.4000/-per annum. in the resolution to the extent of sitting fees that may be paid. The Board recommends the resolution for your approval. PART-B Contribution to provident fund, Superannuation fund or annuity fund will not be included in the computation of the ceiling on By Order of the Board perquisites to the extent these either singly or put together are Registered Office : not taxable under the Income Tax Act. Gratuity payable shall Prakash Nagar, Sankhol, not exceed a half month's salary for each completed year of Bahadurgarh - 124 507 (Haryana) B. B. SINGAL service. Dated : 29th June, 2005 COMPANY SECRETARY
4 When the sun sets, Surya rises. Notice SURYA ROSHNI LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS Threats : l Tough competition from multi-national companies. PROFILE l Unbranded products from the unorganised sector Surya Roshni Limited began its journey in the Steel Tubes Industry. It then diversified into manufacture of Lighting products in 1984. The SEGMENT-WISE PERFORMANCE : 1990s saw the company implement major expansion and backward The company is broadly divided into two main segments viz. Steel integration programs. This resulted not only in the timely availability and Lighting. of good quality raw material but also proved to be immensely cost A detailed note on the segment-wise performance is given at point effective. Today, your company is the leader in Steel Tubes / Pipes no. 8. under the Notes on Accounts, forming a part of annual accounts market and the second largest Lighting company in India. of the company. Quality has always been the driving force at Surya. Your company OUTLOOK succeeded in bench-marking quality and innovation standards by achieving the ISO 9002 in the year 1999. The company was awarded l The Government is giving continuous thrust on housing and ISO-14001 and OHSAS-18001 certifications related to Environment infrastructure sector where Steel Tubes are used. The existing and Safety respectively. The company continues to be committed refineries are expanding their capacities and new refineries towards making quality products, ensuring human as well as are coming into the scene. In future also there seems to be a environment safety and bringing value addition to the investments of tremendous scope for export in Cold Rolling as well as ERW the shareholders. Surya, standing poised towards achieving new Pipes particularly to USA and other European Countries. The heights, is on it's way to becoming one of the leading brands globally. government spending on infrastructure development is also expected to increase the demand of pipes every year. With INDUSTRY STRUCTURE AND DEVELOPMENT the cheaper availability of finance and tax incentives, it is Despite competition from other established market players and expected that housing sector will get a major boost. In view unorganized sectors, Lighting Division is witnessing steady growth in of the same, the long term outlook of Steel Tubes industry turnover and profit. During the year under review, an investment of remains positive. Rs.30 crores was committed to increase the installed capacities of RISKS AND CONCERNS : major products. The following may impact the market in the coming years : Technology obsolescence is an inherent business risk in a fast changing world and speed of change and adaptability is crucial for survival of l Small Scale Industry in GLS and FTL business. Government energy policy and development of new superior l The increasing cost of electricity resulting into opting for use of products may render some of its existing production facilities energy saving lamps. obsolescent. At SURYA, the continuing modernization, aggressive cost l Shift from traditional to innovative lamps and systems cutting and adaptability of new technology are always main strengths and enabled the company to do away with obsolescent plants/ The management is keeping constant watch on these points to processes and to emerge as one of the most modern plants in the overcome from them. lighting industry throughout the world. Its strength enable the Company The Steel Tubes industry too witnessed growth during the year under to face future risk and convert them into opportunities. review and the market growing steadily due to the boom in Further aggressive cost cutting, addition to the product mix to infrastructure sector. The future is likely to see only those companies incorporate more value-added products and with the present strengths successful, which have their products priced competitively and to of the company, the management feels that it can now compete sell their products in the international market. All possible efforts are effectively both in terms of quality and price with similar products being made by your company to reduce costs without compromising imported from various countries. With the assistance of world- on the quality of the product and increase the export. renowned consultants, the company has made good progress towards SWOT ANALYSIS its objective of becoming the world leader in lighting products. Intense competition in the Lighting industry, the company is adding a new Strengths : product range. Moreover, stress is being laid on boosting exports as l Well focused vision of the Management well as institutional demands. At the same time, labour, time and l Complete backward integration money is also being geared towards making the various plant premises more and more eco friendly. l High quality of products The Steel Tubes industry has also been witnessing a fast changing l Nation-wide marketing network environment. The quality parameters of pipes used in the oil sector Weaknesses : are becoming more stringent each day. Moreover, any failure of pipes l Diminishing margin of profit on the products after the supply to customers in the oil and gas sector attracts heavy penalties. The company is taking utmost care to ensure very high l Uncertainties of external market forces quality of products. During the year under review, the company took Opportunities : major steps towards upgaradation of technology in order to ensure l Potential increase in demand of energy efficient products compliance of the quality norms.
l Untapped potential in outsourcing and marketing of Luminaries Further a shift in the policy of the Government of India regarding: under SURYA brand a) Import duty on Steel, Zinc etc., l Increase in demand of regular lighting products with a general b) DEPB on HR Coil, Steel Pipe, CR Strips, FTL and GLS, improvement in the power condition in urban as well as rural c) Incremental benefit scheme for Status Holders, sectors and increase in spending on infrastructure development could adversely affect business of the Company.
5 Management Disscussion When the sun sets, Surya rises. SURYA ROSHNI LIMITED
INTERNAL CONTROL SYSTEM : Your Company remains committed to maintaining internal controls designed to provide adequate assurance on the efficiency of operations and security of its assets. The accounting records are adequate for preparation of financial statements and other financial information. The adequacy and effectiveness of internal controls across the various business, as well as compliance with laid down systems and policies are regularly monitored by your Company's internal audit process both at divisional and corporate level. The major IT enabled business applications are periodically validated for their integrity, control and quality of functionality by the trained internal audit team. The Audit Committee of Board, which met five times during the year, reviews internal control systems as well as financial disclosures. FINANCIAL PERFORMANCE : Your company was able to maintain itself as a leader in the Steel Tubes industry and as a strong contender in the Lighting industry. Given below are the financials of the company for the current as well as the previous year : HUMAN RESOURCE AND INDUSTRIAL RELATIONS : (Rs. in crores) Industrial relations during the year under review were cordial and Particulars 2004-2005 2003-2004 peaceful. The management wishes to place on record, the excellent Profit for the year 41.83 40.54 cooperation and contribution made by the employees, collectively Less : Depreciation 24.49 25.97 called "SURYA PARIVAR", at all levels of the organisation to the Profit before tax 17.34 14.57 continued growth of the company. There was constant focus on all Provision for tax 4.85 2.58 round organizational development. Various training programs Net Profit after tax 12.49 11.99 including visionary exercises were conducted for personal as well as Balance brought forward from the previous year 58.00 51.73 professional development of the employees. Further various other Profit available for appropriations 70.49 63.72 activities like annual sports, festival celebrations take place every year Capital Redemption Reserve Nil 0.50 to get in touch with them and their families. Proposed Equity Dividend 3.05 3.05 Relationship has been very cordial with the worker's union for the Proposed Preference Dividend Nil 0.02 past several years. During the month of December 2004 the Less : Tax on Distributed Profits 0.44 0.39 Transferred to General Reserve 1.00 1.00 management executed wage agreement with the union, which shall { MAT credit utilised Nil 1.87 be applicable till 31st December, 2007. Deferred Tax revision (1.90) (1.11) SAFETY MEASURES TAKEN : Balance carried to Balance Sheet 67.90 58.00 There were various activities carried out in the company in order to OPERATIONAL PERFORMANCE : create and enhance the safety awareness among the workers and the employees. At the Kashipur Unit of Lighting Division, various measures During the year under review, the revenue distribution of various products of the two divisions was as under: taken included observation of Fire Service Week (14.04.04 and 20.04.04), Electrical Safety Week (01.05.04 to 07.05.04), Environment Day (05.06.04) and National Safety Week (04.03.05 to 10.03.05) apart from regular meetings of the Central Safety Committee, training programs, safety inspections and onsite Emergency Rehearsals and received National Safety Awards on 17th September, 2004 for the year 2003.
CAUTIONARY STATEMENT :
Statements in this Management Discussion and Analysis describing the company's objectives and projections may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.
6 When the sun sets, Surya rises. Management Disscussion SURYA ROSHNI LIMITED
DIRECTORS' REPORT in turnover and profit. During year under review, the turnover of the division increased to Rs.353.61 crores as compared to Dear Shareholders, Rs.344.86 crores last year, an increase of 2.53%. The export turnover during the year under review increased to Rs.27.87 crores Your Directors have pleasure in presenting the Thirty Second Annual as against Rs.24.53 crores in previous year registering an increase Report on the operations of your Company, together with audited of 13.62%. Strategies are being continuously developed to give accounts for the year ended 31st March, 2005. greater thrust to the exports. 1. FINANCIAL RESULTS SUBSIDIARIES (Rs. in crores) The operation of, Surya Roshni Inc., a wholly owned subsidiary of Particulars 2004-2005 2003-2004 the company in USA, remains under pressure throughout the year. Profit for the year 41.83 40.54 The subsidiary witnessed a decline in its turnover to US$ 0.7 million as compared to US$ 0.96 million during the previous year. Margins Less : Depreciation 24.49 25.97 were even lower on this reduced sale. There was a net loss of Profit before tax 17.34 14.57 US$431,222 as compared to previous year loss of US$251,936. Provision for tax 4.85 2.58 4. FUTURE PROSPECTS Net Profit after tax 12.49 11.99 STEEL DIVISION Balance brought forward from the In view of thrust of the Government of India on water, infrastructure previous year 58.00 51.73 and export sectors, there is tremendous scope for growth in the Profit available for appropriations 70.49 63.72 Steel Pipe and Cold Rolled Industry. In Large Dia Pipe the Company Capital Redemption Reserve Nil 0.50 has widened its product range as per the requirement of the market. Proposed Equity Dividend 3.05 3.05 More increased demand is expected from various Oil and Gas Proposed Preference Dividend Nil 0.02 companies for LDP pipes of API standards. Further the Company Less : Tax on Distributed Profits 0.44 0.39 is planning to import quality control and measuring equipments Transferred to General Reserve 1.00 1.00 of international standards and High Speed Cold Rolling Mill in { MAT credit utilised Nil 1.87 order to participate in the highly quality sensitive global tenders Deferred Tax revision (1.90) (1.11) and to give quality of international standards to their customers. Balance carried to Balance Sheet 67.90 58.00 LIGHTING DIVISION 2. DIVIDEND There is an increase in demand of regular lighting products with a general improvement in the power condition in urban as well as Your Directors are pleased to recommend the payment of dividend rural sectors and increase in spending on infrastructure @ Rs.1.20 per share on the paid up equity share capital of Rs.25.40 development in the coming years. Well defined strategies are being crores. The dividend on Equity Shares, if approved at the Meeting, implemented in order to cater the gradual increase in demand of will be payable to those shareholders whose names appear on the lighting products and enhance the product share in market and to company's register of members on 19th September, 2005. In boost the demand for your Company's products. As a result of the respect of shares held in dematerialised form, the dividend shall sincere initiatives being taken at all levels, the turnover and be payable on the basis of beneficial ownership as at the end of profitability of your company during the current year are likely to 13th September, 2005, as per the details furnished by National reflect a considerable growth as compared to those of the year Securities Depository Ltd./ Central Depository Services (India) Ltd. under review. for the purpose, as on that date. 5. FIXED DEPOSITS : 3. PERFORMANCE DURING THE YEAR UNDER REVIEW The Public response towards the Company's fixed deposit scheme During the year under review, the turnover of your Company increased continued to be encouraging during the year under review. At the to Rs.1198.60 crores from Rs.943.71 crores last year, registering an close of the year, 185 deposit holders, whose deposits, aggregating increase of 27.01%. However the gross profit increased to Rs.41.83 to Rs.56.34 lacs, had become due for payment, did not claim or crores from Rs.40.54 crores last year, a rise of 3.18%. The Company renew their deposits. Since then, deposits aggregating to Rs.38.17 successfully demonstrated its ability to meet the Global Quality lacs have either been claimed or renewed. The principal amount Challenge. The export turnover during the year under review increased and interest were duly paid for all other deposits, which matured to Rs.143.05 crores as against Rs. 79.51 crores in previous year during the year. registering an increase of 79.91%. The export turnover is likely to further increase during the coming year. The performance of the 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION various divisions and the subsidiaries of your Company is given below: AND FOREIGN EXCHANGE EARNINGS AND OUTGO : Details of energy conservation and research and development STEEL DIVISION activities undertaken by the Company alongwith information in During the year under review, the turnover of the division increased accordance with provision of Section 217(1)(e) of the Companies to Rs.844.99 crores as compared to Rs.598.85 crores last year, an Act, 1956, read with the Companies (Disclosure of Particulars in increase of 41.10%. The export turnover of the division has also the Report of Board of Directors) Rules, 1988, are given as been increased by more than 100% to Rs.115.18 crores in Annexure 'A' to the Directors' Report. comparison to Rs.54.97 crores in the last financial year. The division 7. PARTICULARS OF EMPLOYEES AND DISCLOSURE OF has, however been able to maintain it's leadership in the Steel Tubes' INFORMATION market. The initiatives taken to establish the product in global market have also started to show results. The product is now well established Particulars of employees, as required under Section 217(2A) of in some countries with orders flowing on a regular basis. the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended and information as per LIGHTING DIVISION Companies (Disclosure of Particulars in the Report of Board of Despite competition from other established market players and Directors) Rules, 1988, are given as Annexure 'B' to the Directors' unorganised sectors, the Division has witnessed a steady growth Report.
7 Directors' Report When the sun sets, Surya rises. SURYA ROSHNI LIMITED
8. DIRECTORS' RESPONSIBILITY STATEMENT 10. AUDITORS The Board of Directors of the Company confirms : The Auditors, Messers. Sastry K. Anandam & Company, Chartered i) that in the preparation of the annual accounts, the applicable Accountants, retire at the forthcoming Annual General Meeting accounting standards have been followed along with proper and, being eligible, offer themselves for reappointment. The explanation relating to material departures; observations of the Auditors have been suitably dealt with in the ii. that the Directors had selected such accounting policies and notes on account. applied them consistently and made judgements and estimates 11. ACKNOWLEDGEMENT that are reasonable and prudent so as to give a true and fair Your Directors wish to place on record, their appreciation for the view of the state of affairs of the Company at the end of the continued support from All India Financial Institutions, Bankers, financial year and of the profit or loss of the Company for Government Authorities, Business Constituents and Investing that period; Public. iii. that the Directors had taken proper and sufficient care for the Your Directors also wish to place on record once again, their maintenance of adequate accounting records in accordance appreciation for the contribution made by the workers, staff and with the provisions of this Act for safeguarding the assets of executives at all levels, to the continued growth and prosperity of the Company and for preventing and detecting fraud and other the Company. The overall industrial relations remained cordial at irregularities; all the establishments. iv. that the Directors had prepared the annual accounts on a going concern basis. for and on behalf of the Board of Directors 9. DIRECTORS As per Article 101 of the Articles of Association of the Company, B. D. AGARWAL Smt. Urmil Agarwal and Shri Rajendra Arya, retire by rotation and, Place : New Delhi CHAIRMAN AND being eligible, offer themselves for reappointment. Dated : 29th June, 2005 MANAGING DIRECTOR
ANNEXURE 'A' TO DIRECTORS' REPORT Information as per Section 217(1)(e) read with Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2005. I. CONSERVATION OF ENERGY a) Energy conservation measures taken : At Steel Division, Bahadurgarh : – Intensive efforts has been taken for increasing the loading of the generators so that unit per liter could be increased . – Use of Compressed Natural Gas (CNG) has been started in place of HSD/LDO/FO in generators, Galvanising, Pickling & Annealing. – Energy saving controller has been installed on the Motors in order to balance the load thereon as per requirement. – Electrical Panels has been replaced with new technology in order to reduce breakdown thereon. – Automatic time controller has been installed on the machine so that in case of breakdown in the Mill, auxiliaries thereof are stopped automatically. At Malanpur Unit of Lighting Division : – Motor rating reduced in various machinery in Component Division. – Temperature Controller for automatic operation as per required temperature of chilling plant. – Replacement of existing reciprocating type compressor with screw type air compressor in both in Divisions. – Modified the temperature sensing / control and chiller which is resulted in reduced maintenance and saving energy approximately 400 units per day. – Modification in Exhaust oven in FTL which is resulted in power saving of approximately 6 to 8 KW /Hrs. At Kashipur Unit of Lighting Division : – Glass Plant compressed air dryer isolated by providing dry compressed air from compressor room refrigerated type air dryer thereby preventing the purge losses. – Cellulose fills type system installed in FTL/GLS side air cooling plant in place of conventional air washer to increase the efficiency and replacement of existing 10 H.P. (2 nos.) water pumps replaced by 2 H.P. water pumps for energy conservation. – A.C. drive installed on FTL side air cooling plant and reduced the frequency from 50 HZ to 40 HZ. – 3 in nos. 15 H.P. Russian made water pumps replaced by 10 H.P. pumps in D.G. sets. – Introduced power capacitors to improve the power factor. – Reduced H.T. Transformer losses by controlling the voltage and load sharing on transformers. – Maintain the supply voltage at main L.T. room for reducing the unit.
8 When the sun sets, Surya rises. Directors' Report SURYA ROSHNI LIMITED
b) Additional investment and proposals being implemented for reduction of consumption of energy : At Steel Division, Bahadurgarh : Efforts are going on for conversion of existing Diesel Generators from single fuel system to Duel fuel system with an investment of Rs.15 lac in order to increase more use of CNG. c) Impact of the measures at a) above for reduction of energy consumption and consequent impact on the cost of production of goods : The above measures resulted in substantial saving in the consumption of energy and consequent saving in the cost of production of goods. d) Total energy consumption and energy consumption per unit of production as per Form-A of the Annexure to the Rules in respect of Industries in the Schedule thereto : Steel Division Lighting Division 2004-2005 2003-2004 2004-2005 2003-2004 A) Power & Fuel Consumption 1. Electricity a) Purchased Units (in thousands) 14570.55 18539.16 21631.62 21205.76 Total Amount (Rs. in lacs) 576.64 732.20 778.85 803.78 Rate / Unit (Rs.) 3.96 3.95 3.60 3.79 b) Own Generation Through Diesel Generator Units (in thousands) 4093.52 2515.74 6128.33 5844.36 Unit per Ltr. of HSD 3.28 3.46 3.81 3.81 Cost / Unit (Rs.) 6.97 4.78 5.73 4.82 c) Own Generation by Natural Gas Generator Set Units (in thousands) 4038.09 (Not used) (Not used) (Not used) Unit per SCM 2.52 (Not used) (Not used) (Not used) Cost / Unit (Rs.) 3.23 (Not used) (Not used) (Not used) 2. Furnace Oil/LDO Qty. (K.Ltrs.) 729.77 4568.75 9078.55 9034.26 Total amount (Rs. in lacs) 124.89 657.59 1026.86 994.79 Avg. Rate (Rs.) 17.11 14.39 11.31 11.01 3. Natural Gas used in GI Pipe & CR Mill Qty. SCM3 (in thousands) 4261.12 (Not used) (Not used) (Not used) Total amount (Rs. in lacs) 310.14 (Not used) (Not used) (Not used) Rate / SCM (Rs.) 7.28 (Not used) (Not used) (Not used) 4. L.P.G. Qty. (Tonnes) (Not used) (Not used) 2047.69 1850.93 Total amount (Rs. in lacs) (Not used) (Not used) 478.01 360.13 Rate / KG (Rs.) (Not used) (Not used) 23.34 19.46 5. Diesel (LDO Used in C.R. Mill) Qty. (K.Ltrs.) 20.00 1584.58 641.81 534.76 Total amount (Rs. in lacs) 3.42 232.63 143.44 102.53 Rate / Ltr. (Rs.) 17.11 14.68 22.35 19.17 6. Propane Qty. (Tonnes) (Not used) (Not used) 2151.30 2045.10 Total amount (Rs. in lacs) (Not used) (Not used) 490.68 374.13 Rate / KG (Rs.) (Not used) (Not used) 22.81 18.29 B) Consumption per unit production Product Unit Steel Tubes/ Pipes/ C.R.Strips Glass Item (Per M.T.) (Per M.T.) Electricity Units 107.53 111.18 166.39 168.09 Furnace Oil/HSD/LDO/RFO * Ltrs. 5.04 28.60 190.82 190.34 HSD/LDO (In CR Mill) * Ltrs. 0.36 29.67 (Not used) (Not used) Propane / LPG Kg. (Not used) (Not used) 56.84 55.81 Natural Gas Consumption (In GI Mill) SCM 27.05 (Not used) (Not used) (Not used) Natural Gas Consumption (In CR Mill) SCM 34.14 (Not used) (Not used) (Not used)
* Reason of variation : In the year under review, maximum Natural Gas used instead of F.O. /LDO / HSD in GI Pipe & CR Mill.
9 Directors' Report When the sun sets, Surya rises. SURYA ROSHNI LIMITED
II. TECHNOLOGY ABSORPTION Efforts made in technology absorption as per Form-B of the Annexure to the Rules : 1. Research and Development (R&D) a) Specific areas in which R&D carried out by the company : During the year under review, no R&D carried out. b) Benefits derived as a result of above R&D : Not Applicable c) Future Plan of action : If required, Research and Development activities shall be carried out in future to achieve greater efficiency in production techniques. d) Expenditure on R&D : No capital as well as recurring expenditure made on R&D. 2. Technology absorption, adaptation & innovation : a) Efforts, in brief, made towards technology absorption, adaptation & innovation : Major initiatives are being taken to upgrade the various processes by making use of latest and better techniques. Efforts are constantly being made to make the maximum use of the available infrastructure, at the same time innovating new techniques to bring about efficiency as well as economy in different areas. Employees are given appropriate training of and on the job, to enable them to achieve the planned performance. b) Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.: There were various benefits derived as a result of the efforts listed above, some of them included better utilization of the available resources, product improvement and development, cost reduction, better overall efficiency. c) In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) : Nil III. FOREIGN EXCHANGE EARNINGS AND OUTGO a) Activities relating to exports, initiatives taken to increase export, development of new markets for products and services and export plans : Major initiatives were taken to boost the exports of the company. Some of them included : – Emphasis has been given on Foreign Traveling of Export Executives and Directors for development of new markets. – The Company has participated in the conferences and exhibitions organized in various foreign countries. – Steps has been taken for creating export market for Large Dia Pipe of API standards. b) Total foreign exchange used and earned (Rs. in lacs) Used : 2277.19 Earned : 11397.17 for and on behalf of the Board of Directors Place : New Delhi B. D. Agarwal Date : June 29, 2005 Chairman & Managing Director
ANNEXURE 'B' TO THE DIRECTORS' REPORT Statement of particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, and part of the Directors' Report Sl. Name Age Designation / Remuneration Qualification Experience Date of Last No. yrs. Nature of duties (Rs.) yrs. Commencement employement of employment and position held Employed throughout the financial year 1. Sh. B. D. Agarwal 76 Chairman & 31,50,000 B. A. 50 01.04.1982 Jindal Industries Ltd. Managing Director (Whole Time Director) 2. Sh. J. P. Agarwal * 54 Vice Chairman and 22,20,000 B. Com. 33 01.04.1986 Jindal Industries Ltd. Joint Managing Director (Executive Director) * The remuneration paid to Shri. J.P. Agarwal was exceeding the limit prescribed under the provisions of the Section 217(2A) of the Companies Act, 1956 w.e.f. 01-10-2004. Notes: 1) Shri B. D. Agarwal, Chairman and Managing Director and Shri J.P. Agarwal, Vice Chairman and Joint Managing Director of the Company are both related to each other. 2) The employment of Shri B. D. Agarwal and Shri J. P. Agarwal are contractual and governed by the terms and conditions approved by the Central Government/Shareholders. 3) Remuneration includes salary, commission, medical exp., house rent paid / house rent allowance, other allowances and taxable value of perquisites. 4) No employees of the Company came within the purview of the provisions of Section 217(2A)(a)(iii) of the Companies Act, 1956 during the year.
for and on behalf of the Board of Directors Place : New Delhi B. D. Agarwal Date : June 29, 2005 Chairman & Managing Director
10 When the sun sets, Surya rises. Directors' Report SURYA ROSHNI LIMITED
CORPORATE GOVERNANCE REPORT FOR THE YEAR 2004-05 (as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges) 1. Company's philosophy on Code of Governance The essence of good corporate governance lies not in the mere compliance of legal and statutory requirements, but in the creation of an entire culture of excellence in management, transparency in operations and ensuring, at all times, maximum shareholder value. Your Company believes that efficient Corporate Governance requires a clear understanding of the respective roles of the Board and of Senior Management and their relationships with others in the Corporate Structure. The relationships of the Board and Management shall be characterized by sincerity; their relationships with employees shall be characterized by fairness; their relationships with the communities in which they operate shall be characterized by good citizenship; their relationships with Government shall be characterized by a commitment to compliance and continuously endeavours to improve on these aspects on an ongoing basis. Our Corporate Governance philosophy is based on the following principles: i. Satisfy the spirit of the law and not just the letter of the law. ii. Be transparent and maintain a high degree of disclosure levels. When in doubt, disclose. iii. Comply with the laws. iv. Have a simple and transparent corporate structure driven solely by business needs. At the core of our corporate governance practice is the Board, which overseas how the management serves and protects the long-term interests of all the stakeholders of the Company. We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of corporate governance. Majority of the Board, 5 out of 8, are independent members. 2. Board of Directors The names, alongwith categories of the Directors on the Board, their attendance at Board meetings during the year and at the last AGM as also the number of directorships and committee memberships held by them in other companies are given below : Name Category No. of Board Whether No. of Directorships No. of Committee positions of the Director Meetings attended held in other companies held in other companies attended AGM on during 24th 2004-05 Sept. 2004 Chairman Director Chairman Member Sh. B. D. Agarwal Promoter (Chairman & Executive Managing Director) Non-Independent 6 YES – 2 – – Sh. J. P. Agarwal Promoter (Vice Chairman & Executive Jt. Managing Director) Non-Independent 6 YES – – – – Sh. M. G. Bakre Non-Executive (IDBI Nominee) Independent 7 NO – – – – Sh. K. K. Narula Non-Executive Independent 7 YES – – – – Sh. Rajendra Arya Non-Executive Independent 7 NO – 1 – – Smt. Urmil Agrwal Non-Executive Non-Independent 5 NO – – – – Sh. B. B. Chadha Non-Executive Independent 7 NO 2 2 1 2 Sh. G. S. Gupta Non-Executive Independent 7 NO – 2 – – The Chairman is an Executive Director and the number of Independent Non-Executive Directors on the Board is more than 50% of the Board strength at any point of time. All Independent Non-Executive Directors comply with the legal requirements for being "independent". Under the Law, the Board of Directors must meet at least four times a year, with a maximum time gap of four months between any two meetings. During the last financial year, our Board met seven times, on 27th May, 2004; 25th June, 2004; 28th July, 2004; 27th September, 2004; 27th October, 2004; 30th November, 2004; 28th January, 2005 None of the Directors of our Company were members in more than 10 committees or acted as Chairman of more than five committees across all companies in which they were Directors.
11 Corporate Governance When the sun sets, Surya rises. SURYA ROSHNI LIMITED
3. Audit Committee The primary objective of the Audit Committee of the Company is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting. The Committee met 5 times during the year on 23.06.2004, 27.07.2004, 27.09.2004, 26.10.2004 and 25.01.2005, and the attendance of Members at the Meeting was as follows: Names of the Members Status No. of Meetings Attended Sh. K.K.Narula Chairman 5 (M.Com, CAIIB) Sh. B. B. Chadha Member 5 Sh. G. S. Gupta Member 5 The Chairman of the Audit Committee, Sh. K.K. Narula, was present at the Annual General Meeting of the company held on 24th September, 2004. Sh. Narula has a sound accounting knowledge backed by a wide experience of over 44 years in the field of banking and finance. The Audit Committee meetings are attended by the heads of Finance and Internal Audit and the Auditors (including Cost Auditors) as invitees. Discussions are held by the members with the Auditors during the meetings and the periodic unaudited and audited results of the company are reviewed by the Committee before being considered and approved by the Board of Directors. Sh. B.B. Singal, Company Secretary, acts as the secretary to the Committee. The basic terms of reference of the Committee include the following: • Reviewing the adequacy of internal control systems and the Internal audit reports and compliance thereof. • Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible. • Recommending the appointment of external auditors and fixation of their audit fees and also approval for payment of any other services. • Reviewing with the management, the quarterly and annual financial statements before submission to the Board. 4. Remuneration Committee The basic terms of reference of the Committee include the determination of the remuneration package and other compensation of the executive directors of the company and the recommendation of the same to the Board. Sh. K. K. Narula, an independent director, is the Chairman of the Committee. Sh. B. B. Singal, Company Secretary, acts as the secretary to the committee. The Committee met 1 time during the year on 27.09.2004 and the attendance of Members at the Meeting was as follows: Names of the Members Status No. of Meetings Attended Sh. Rajendra Arya Member Nil Sh. K.K. Narula Chairman 1 Sh. G.S. Gupta Member 1 Remuneration Policy : The following aspects are considered while determining the remuneration package of the senior management of the company : • Industry Standards • Remuneration package of executives in the industry with similar skill sets Remuneration of the Directors for the year 2004-05 : Name Salary Perquisites Commission Stock Sitting Fees & Allowances Options (Rs.) (Rs.) (Rs.) (Rs.) Sh. B. D. Agarwal (Chairman & Managing Director) 1575000/- 787500/- 787500/- Nil N.A. Sh. J. P.Agarwal (Vice Chairman & Jt. Managing Director) 1110000/- 555000/- 555000/- Nil N.A. Sh. M. G. Bakre (IDBI Nominee) Nil Nil Nil Nil 52500/- Sh. K. K.Narula Nil Nil Nil Nil 97500/- Sh.Rajendra Arya Nil Nil Nil Nil 142500/ Smt. Urmil Agarwal Nil Nil Nil Nil 37500/- Sh. B. B. Chadha Nil Nil Nil Nil 90000/- Sh. G. S. Gupta Nil Nil Nil Nil 165000/-
Period of Contract (Sh. B. D. Agarwal) : 5 years from 1st November, 2003 (i.e. upto 31st October, 2008) Period of Contract (Sh. J. P. Agarwal) : 5 years from 1st January, 2002 (i.e. upto 31st December 2006)
12 When the sun sets, Surya rises. Corporate Governance SURYA ROSHNI LIMITED
5. Shareholders/ Investors' Grievance Committee The Committee has the mandate to review and redress shareholder grievances. The Committee met 4 times during the year on 27.04.2004, 19.07.2004, 12.10.2004 and 12.01.2005, and the attendance of Members at the Meeting was as follows: Name of the members Status No. of Meetings Attended Sh. B. D. Agarwal Member 4 Sh. Rajendra Arya Chairman 4 Sh. G. S. Gupta Member 2 Compliance Officer : Sh. B.B.Singal (Company Secretary) Number of shareholders' complaints received upto 31st March, 2005 : 277 Number of complaints not solved to the satisfaction of the shareholders : Nil Number of pending share transfers : Nil (None of the transfer was pending for more than a fortnight) 6. General Body Meetings The last three Annual General Meetings were held on the following dates : 27.09.2002 ; 26.09.2003 ; 24.09.2004 at the Registered Office of the company at Prakash Nagar, Sankhol, Bahadurgarh -124 507 at 10:30 a.m. None of the special resolutions was put through postal ballot last year. 7. Disclosures i) The management has made disclosures to the board relating to all material financial and commercial transactions. There are no materially significant related party transactions that may have potential conflict with the interest of the company at large. ii) By way of abundant caution, the company made certain disclosures regarding persons acting in concert with promoters, under SEBI Regularisation Scheme, 2002. The said disclosures were made during the month of February, 2003 and the requisite penalty, under the scheme, was duly paid. Apart from the same, there have been no other cases of non-compliance by the company or penalties, strictures imposed on the company by the Stock Exchanges or SEBI or any authority on any matter related to capital markets during the last 3 years. 8. Means of Communication i) Half yearly report sent to each shareholders residence : No ii) Newspapers in which quarterly results normally published : Financial Express, Dainik Tribune iii) Website where results or official news are displayed : www.suryaroshnilighting.com iv) Whether it also displays presentations made to institutional investors or to the analysts : Yes (if any) v) Whether Management Discussion & Analysis Report is part of the Annual Report or not : Yes 9. General Shareholder Information i) AGM : Date and Time - 29.09.2005 at 10:30 a.m. Venue - Prakash Nagar, Sankhol, Bahadurgarh, Haryana - 124 507. ii) Financial Year - 1st April to 31st March iii) Book closure Date - 14.09.2005 - 19.09.2005 (both days inclusive) iv) Dividend payment date - On or after 30.09.2005 v) Listing on Stock Exchanges - The securities of the company were listed on the following Stock Exchanges during the financial year 2004-05: The Stock Exchange, Mumbai The National Stock Exchange of India Ltd. Rotunda Building, Dalal Street, Exchange Plaza, Bandra- Kurla Fort, Mumbai - 400 001. Complex, Bandra, Mumbai - 400 051. The company has paid the Annual Listing Fees to the Stock Exchanges for the Financial Year 2004-05 and 2005-06. vi. Stock Code Equity Shares - BSE - (Physical) - 336 (Dematerialised) - 500336 NSE - (Symbol) - SURYAROSNI
13 Corporate Governance When the sun sets, Surya rises. SURYA ROSHNI LIMITED
vii. Market Price Data : viii. Performance in comparison to BSE SENSEX
MONTH NSE BSE HIGH (Rs.) LOW (Rs.) HIGH (Rs.) LOW (Rs.) April, 2004 22.00 17.55 21.30 18.00 May, 2004 22.65 13.80 20.90 14.90 June, 2004 18.75 13.00 16.60 14.55 July, 2004 22.25 15.00 22.50 15.80 August, 2004 24.60 19.40 24.80 19.80 September, 2004 26.20 22.60 26.25 22.50 October, 2004 29.10 23.25 29.15 23.10 November, 2004 35.75 26.05 35.70 26.00 December, 2004 42.60 29.70 42.90 29.55 January, 2005 42.20 29.35 42.35 31.00 February, 2005 38.00 29.50 37.80 32.00 March, 2005 47.00 26.60 41.40 27.00 ix. Registrar MAS Services Private Limited (Common for both Physical and Electronic share registry) AB-4, Safdarjung Enclave, New Delhi - 110 029. Tel. : (011) 26104142 ; 26104326 Fax : (011) 26181081 x. Share Transfer System E-Mail : [email protected] The share transfers lodged with the Company/Registrar and complete in all respects are approved and confirmed once in every fortnight. In case of physical shares, transfer-cum-demat option is provided to the transferees to facilitate them in getting their holding dematerialised. xi. Distribution of Shareholding Shareholders Shares Holdings Number % of Total Number % of Total 1-5000 20335 98.97 7311426 28.78 5001-10000 105 0.51 765643 3.01 10001- 20000 43 0.21 590642 2.33 20001-100000 29 0.14 1277680 5.03 Over 100000 34 0.17 15455859 60.85 TOTAL 20546 100.00 25401250 100.00
Shareholding Pattern CATEGORY No. of Shares held % age of Paid-up Capital Promoters (including Persons Acting in Concert) 5831917 22.959 Institutional Investors 2396630 9.435 Private Corporate Bodies 8878543 34.953 Indian Public 8056447 31.717 NRIs and OCBs 136359 0.537 Others (Clearing Members) 101354 0.399 TOTAL 25401250 100.00 xii. Dematerialisation of Shares & Liquidity : The company has obtained electronic connectivity with the National Securities Depository Ltd. (NSDL) and the Central Depository Services Ltd. (CDSL) for demat facility (ISIN: INE335A01012). As on 31st March, 2005, 2,09,97,977 equity shares, being 82.66% of the company's total paid-up equity shares had been dematerialized. The shares of the company are regularly traded at the NSE and BSE. xiii. Outstanding GDRs /ADRs /Warrants or : NIL any Convertible instruments, conversion date & likely impact on equity xiv. Plant Locations : Steel Division : Prakash Nagar, Sankhol, Bahadurgarh, Haryana - 124 507. : Lighting Division : 7 km Stone, Kashipur-Moradabad Road, Kashipur - 244 713 (Uttaranchal) J-7,8 & 9, Malanpur Industrial Area, Malanpur, Distt. Bhind (M.P).
14 When the sun sets, Surya rises. Corporate Governance SURYA ROSHNI LIMITED
xv. Address for correspondence : The Company Secretary Surya Roshni Limited 408, Padma Tower - I, 5, Rajendra Place, New Delhi - 110 008. Tel. - (011) 51539765, 25810093-96 Fax - (011) 25753955 E-Mail - [email protected]
Adoption of non-mandatary requirements : Remuneration Committee reconstituted on 29th January, 2004.
AUDITOR'S CERTIFICATE
Auditor's certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement
To the members of Surya Roshni Limited
We have examined the compliance of conditions of corporate governance by Surya Roshni Limited ("the company") for the year ended 31st March, 2005, as stipulated in Clause 49 of the Listing Agreement of the company with the stock exchanges.
The compliance of the conditions of corporate governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the company, for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditions of corporate governance as stipulated in the abovementioned Listing Agreement.
We state that no investor grievances are pending for a period exceeding one month against the company as per the records maintained by the company.
We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.
For SASTRY K. ANANDAM & CO. CHARTERED ACCOUNTANTS
Place : New Delhi (K. Ananda Sastry) Dated : 29th June, 2005 Partner, FCA Membership No. 9980
15 Corporate Governance When the sun sets, Surya rises. SURYA ROSHNI LIMITED
AUDITORS' REPORT ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 3 of our report of even date To The Members 1. In respect of its fixed assets : 1. We have audited the attached Balance Sheet of M/s SURYA ROSHNI a) The Company has maintained records showing full particulars LIMITED as at 31st March, 2005 and the Profit and Account & also the Cash Flow Statement for the year ended on that date annexed including quantitative details and situation of its fixed assets thereto. These financial statements are the responsibility of the on the basis of available information. Company's Management. Our responsibility is to express an opinion b) As explained to us, the fixed assets have been physically on these financial statements based on our Audit. verified by the management during the year in a phased 2. We conducted our audit in accordance with Auditing Standards periodical manner, which in our opinion is reasonable, generally accepted in India. Those standards require that we plan & having regard to the size of the Company and nature of its perform the audit to obtain reasonable assurance about whether assets. No material discrepancies were noticed on such the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts physical verification. It was explained that the title deeds of & disclosures in financial statements. An audit also includes assessing some of the assets including lands are with Industrial the accounting principles used & significant estimates made by Development Bank of India and therefore could not be Management, as well as evaluating the overall financial statement verified. presentation. We believe that our audit provides a reasonable basis for our opinion. c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern 3. As required by the Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditors' Report) (Amendment) Order, status of the Company is not affected. 2004 issued by the Central Government of India in terms of Sub 2. In respect of its inventories : Section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according a) As explained to us, inventories have been physically verified to the information and explanations given to us, we enclose in the by the management at regular intervals during the year. Annexure hereto a statement on the matters specified in paragraphs b) In our opinion and according to the information and 4 and 5 of the said order. explanations given to us, the procedures of physical 4. Further to our comments in the Annexure referred to in paragraph 3 verification of inventories followed by the management are above, we report that: reasonable and adequate in relation to the size of the (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary Company and the nature of its business. for the purposes of our audit. c) The Company has maintained proper records of inventories. (ii) In our opinion, proper books of account, as required by law As explained to us, there were no material discrepancies have been kept by the Company so far as appears from our noticed on physical verification of inventory as compared to examination of those books. the book records. (iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the 3. In respect of loans, secured or unsecured, granted or taken by the books of account. Company to/from companies, firms or other parties covered in the (iv) In our opinion, the Balance Sheet, Profit and Loss Account register maintained under section 301 of the Companies Act, 1956: and Cash Flow Statement dealt with by this report Comply with the mandatory Accounting Standards referred in Sub a) The Company has not granted any loans, secured or Section (3C) of Section 211 of the Companies Act, 1956. unsecured to Companies, firms or other parties covered in (v) On the basis of written representations received from the the register maintained under Section 301 of the Companies directors as on 31st March, 2005, and taken on record by Act, 1956. the Board of Directors, we report that none of the directors b) Since the Company has not granted any loans, the Clause is disqualified as on 31st March, 2005 from being appointed as a director in terms of clause (g) of sub-section (1) of Section (b), (c), (d) relating to the rate of interest, receipt of Principal 274 of the Companies Act, 1956. amount, overdue amount does not apply. (vi) In our opinion and to the best of our information and c) The Company has not taken any loans, secured or unsecured according to the explanations given to us, the said accounts from Companies, firms or other parties covered in the register read together with the Significant Accounting Policies and maintained under Section 301 of the Companies Act, 1956. other notes thereon give the information required by the Companies Act, 1956 in the manner so required, and present d) Since the Company has not taken any loans, the Clause a true and fair view, in conformity with the accounting relating to the rate of interest, payment of Principal amount, principles generally accepted in India : overdue amount does not apply. a) in so far as it relates to Balance Sheet, of the State of affairs of the Company as at 31st March, 2005; 4. In our opinion and according to the information and explanations b) in so far as it relates to Profit and Loss Account, of PROFIT given to us, there are adequate internal control procedures of the Company for the year ended on that date; and commensurate with the size of the Company and the nature of its c) in so far as it relates to the Cash Flow Statement, of the business for the purchase of inventory, fixed assets and also for Cash Flows for the year ended on that date. the sale of goods. During the course of our audit, we have not For SASTRY K. ANANDAM AND CO. observed any continuing failure to correct major weaknesses in CHARTERED ACCOUNTANTS internal controls. (K. ANANDA SASTRY) 5. In respect of transactions covered under Section 301 of the Place : New Delhi Partner, F.C.A. Companies Act, 1956: Dated : 29th June, 2005 Membership No. 9980 a) In our opinion and according to the information and
16 When the sun sets, Surya rises. Auditors' Report SURYA ROSHNI LIMITED
explanations given to us, there are no transactions made in 10. The Company has no accumulated losses and has not incurred pursuance of contracts or arrangements, that needed to be any cash losses during the financial year covered by our audit or in entered into in the register maintained under Section 301 of the immediately preceding financial year. the Companies Act, 1956. 11. Based on our audit procedures and according to the information b) Since there are no transaction, the Clause relating to making and explanation given to us, we are of the opinion that the Company entry in the register maintained under Section 301 of the has not defaulted in repayment of dues to financial institutions, Companies Act, 1956 does not apply. banks or debenture holders. 6. In our opinion and according to the information and explanations 12. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of given to us, no loans and advances have been granted by the Section 58A and 58AA or any other relevant provisions of the Company on the basis of security by way of pledge of shares, Companies Act, 1956 and the Companies (Acceptance of Deposits) debentures and other investments. Rules, 1975 with regard to the deposits accepted from the public. Since the Company has not defaulted in repayments of deposits, 13. In our opinion, the Company is not a chit fund or a nidhi/mutual compliance of Section 58AA or obtaining any order from the benefit fund/ society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company. Company Law Board, National Company Law Tribunal or Reserve Bank of India or any other Court or Tribunal, does not arise. 14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the 7. In our opinion, the internal audit system of the Company is Provisions of Clause 4 (xiv) of the Companies (Auditors' Report) commensurate with its size and nature of its business. Order, 2003 are not applicable to the Company 8. We have broadly reviewed the books of accounts relating to 15. The Company has given guarantees for loans taken by subsidiary materials, labour & other items of cost maintained by the Company from banks. According to the information and explanations given Pursuant to the Rules made by the Central Government for the to us, we are of the opinion that the terms and conditions thereof maintenance of Cost Records under Section 209(1) (d) of the are not prima-facie prejudicial to the interests of the Company. Companies Act, 1956 and we are of the opinion, that prima facie, However, the guarantee has since been released. the prescribed accounts and records have been made and maintained. We have , however, not made a detailed examination 16. In our opinion, the term loans have been applied for the purposes of the same. for which they were raised. 9. In respect of statutory dues : 17. According to the information and explanations given to us and on i) the company is generally regular in depositing with appropriate an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for authorities undisputed statutory dues including Provident Fund, long term investments. No long term funds have been used to Investor Education and Protection Fund, Employees State finance short term assets except permanent working capital. Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax , Custom Duty, Excise Duty, Cess and other material statutory 18. During the year, the Company has not made any preferential dues applicable to it. allotment of shares to parties and companies covered in the Register ii) According to the information and explanations given to us, maintained under Section 301 of the Companies Act, 1956. no undisputed amounts payable in respect of Income Tax, 19. The Company has no debentures as at 31st March, 2005. Wealth Tax, Sales Tax, Custom Duty, Excise Duty and Cess were in arrears as at 31st March, 2005 for a period of more 20. The Company has not raised any money by way of public issue than six months from the date they became payable. during the year. iii) The disputed statutory dues aggregating to Rs.5,35,87,714/- 21. In our opinion and according to the information and explanations that have not been deposited on account of matters pending given to us, no fraud on or by the Company has been noticed or before appropriate authorities are as under: reported during the year, that causes the financial statements to be materially misstated. Sl. Name of Nature of Dues Forum where Amount in (Rs.) No. the Statue dispute is pending 1. Central Excise Excise Duty – Commissioner of 46,56,548 Act, 1944 Central Excise – CEGAT 30,12,245 – High Court 1,32,31,551
2. Trade Tax Act, Trade Tax Departmental for SASTRY K. ANANDAM AND CO. 1948 Appeal before CHARTERED ACCOUNTANTS Supreme Court 2,92,31,542 3. Employees State Employees High Court Insurance Act, State Insurance (K. ANANDA SASTRY) 1966 Calculation 34,55,828 Place : New Delhi Partner, F.C.A Total 5,35,87,714 Dated : 29th June, 2005 Membership No. 9980
17 Auditors' Report When the sun sets, Surya rises. SURYA ROSHNI LIMITED
BALANCE SHEET AS AT 31ST MARCH, 2005
Particulars Schedule As at As at No. 31st March, 2005 31st March, 2004 (Rs.) (Rs.)
SOURCES OF FUNDS SHAREHOLDER'S FUND Share Capital 1 25,40,12,500 25‚40‚12‚500 Reserve & Surplus 2 1,12,11,60,785 1‚01‚25‚87‚207 LOAN FUNDS Secured Loans 3 2,67,44,89,264 2‚49‚78‚63‚806 Unsecured Loans 4 51,91,86,380 58‚27‚40‚260 DEFERRED TAX LIABILITIES (NET) 49,42,28,629 51‚24‚08‚617 TOTAL 5,06,30,77,558 4‚85‚96‚12‚390
APPLICATION OF FUNDS FIXED ASSETS : 5 Gross Block 5,36,77,07,424 5‚17‚11‚41‚895 Less : Depreciation 2,81,01,78,108 2‚58‚36‚40‚915 Net Block 2,55,75,29,316 2‚58‚75‚00‚980 Capital Work in Progress 11,04,94,010 1‚13‚29‚850
INVESTMENTS 6 7,22,79,284 7‚25‚11‚514 CURRENT ASSETS, LOANS & ADVANCES Inventories 7 1,58,05,56,586 1‚39‚95‚98‚258 Sundry Debtors 8 90,48,40,468 96‚23‚64‚125 Cash & Bank Balances 9 3,37,49,433 4‚25‚13‚324 Loans & Advances 10 16,57,39,472 15‚89‚66‚724 2,68,48,85,959 2‚56‚34‚42‚431 LESS : CURRENT LIABILITIES & PROVISIONS Current Liabilities 11 30,24,23,698 29‚06‚10‚406 Provisions 12 5,96,87,313 8‚45‚61‚979 36,21,11,011 37‚51‚72‚385 NET CURRENT ASSETS 2,32,27,74,948 2‚18‚82‚70‚046 TOTAL 5,06,30,77,558 4‚85‚96‚12‚390 Significant Accounting Policies and Notes on Accounts 21
The Schedules referred to above and notes on accounts thereon form an integral part of Balance Sheet. As per our attached report of even date
For SASTRY K. ANANDAM & CO. Chartered Accountants B. D. Agarwal B.B. Chadha Chairman and G.S. Gupta K. ANANDA SASTRY Managing Director Partner K.K. Narula Directors Membership No. 9980 M.G. Bakre J. P. Agarwal Place : New Delhi B. B. Singal Vice Chairman & Rajendra Arya Dated : June 29, 2005 Company Secretary Joint Managing Director Urmil Agrwal
18 When the sun sets, Surya rises. Balance Sheet SURYA ROSHNI LIMITED
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2005 Particulars Schedule Year ended Year ended No. 31st March, 2005 31st March, 2004 (Rs.) (Rs.) INCOME Sales 13 11,98,60,49,632 9‚43‚70‚88‚320 Less : Internal consumption 65,06,15,971 63‚52‚91‚855 11,33,54,33,661 8‚80‚17‚96‚465 Less : Excise duty recovered on sales 1,15,71,18,739 98‚62‚28‚706 10,17,83,14,922 7‚81‚55‚67‚759 Other Income 14 69,47,165 1‚26‚79‚900 Accretion/(Decretion) to Stock 15 11,88,04,770 83‚43‚757 TOTAL 10,30,40,66,857 7‚83‚65‚91‚416
EXPENDITURE Raw Material Consumed 7,87,72,42,105 5‚67‚81‚47‚708 Less : Internal Consumption 59,56,73,478 58‚46‚54‚944 7,28,15,68,627 5‚09‚34‚92‚764 Purchase for Resale 22,44,11,656 16‚89‚20‚819 Packing Material Consumed 15,89,90,194 14‚55‚28‚958 Manufacturing Expenses 16 50,43,06,158 46‚13‚10‚675 Employees Remuneration & Benefits 17 44,84,96,849 39‚60‚99‚030 Selling Expenses 18 67,93,42,618 58‚96‚90‚728 Interest 19 24,55,91,186 27‚04‚79‚251 Other Expenses 20 34,30,56,605 30‚56‚76‚779 Depreciation 5 24,54,06,090 26‚01‚92‚013 Less: Transferred from Capital Reserve on Revaluation of Fixed Assets 5,01,226 5‚01‚340 24,49,04,864 25‚96‚90‚673 TOTAL 10,13,06,68,757 7‚69‚08‚89‚677 PROFIT/(LOSS) BEFORE TAX FOR THE YEAR 17,33,98,100 14‚57‚01‚739 Provision for Tax – Current 4,76,68,134 2‚63‚09‚725 – Deferred 8,21,762 (5,51,937) PROFIT/(LOSS) AFTER TAX 12,49,08,204 11‚99‚43‚951 Surplus brought forward from previous year 57,99,44,737 51‚72‚61‚506 AVAILABLE FOR APPROPRIATIONS Proposed Dividend – On Equity Shares 3,04,81,500 3‚04‚81‚500 – On Preference Shares – 1‚99‚452 Tax on Dividend 43,53,650 39‚30‚997 Capital Redemption Reserve – 50‚00‚000 MAT Credit Utilised – 1‚87‚47‚516 Deferred Tax Revision (1,90,01,750) (1,10,98,745) Transfer to General Reserve 1,00,00,000 1‚00‚00‚000 Balance carried to Balance Sheet 67,90,19,541 57‚99‚44‚737 Earning per Equity Share (Basic & Diluted) 4.92 4.71 Significant Accounting Policies and Notes on Accounts 21
The Schedules referred to above and notes on accounts thereon form an integral part of Profit & Loss Account. As per our attached report of even date For SASTRY K. ANANDAM & CO. Chartered Accountants B. D. Agarwal B.B. Chadha Chairman and G.S. Gupta K. ANANDA SASTRY Managing Director Partner K.K. Narula Directors Membership No. 9980 M.G. Bakre J. P. Agarwal Place : New Delhi B. B. Singal Vice Chairman & Rajendra Arya Dated : June 29, 2005 Company Secretary Joint Managing Director Urmil Agrwal
19 Profit & Loss Account When the sun sets, Surya rises. SURYA ROSHNI LIMITED
Schedules to the Balance Sheet
SCHEDULE 1 As at As at 31st March, 2005 31st March, 2004 (Rs.) (Rs.)
SHARE CAPITAL Authorised : 4,98,00,000 Equity Shares of Rs.10/- each 49‚80‚00‚000 49‚80‚00‚000 6,20,000 Preference Shares of Rs.100/- each 6‚20‚00‚000 6‚20‚00‚000 56‚00‚00‚000 56‚00‚00‚000
Issued, Subscribed and Paid up : 2,54,01,250 Equity Shares of Rs. 10/- each fully paid up 25‚40‚12‚500 25‚40‚12‚500 (Of the above shares 3,00,000 Equity shares of Rs.10/- each allotted as fully paid up Bonus shares by capitalisation of General Reserve during 1980-81, 86,47,500 Equity shares of Rs.10/- each during 1994-95 and 22,38,750 Equity shares of Rs. 10/- each during 1995-96 by capitalisation of securities premium account.) Total 25‚40‚12‚500 25‚40‚12‚500
SCHEDULE 2 As at As at As at 31.03.2004 Addition Deduction 31.03.2005 31.03.2004
RESERVES AND SURPLUS Capital Reserve – Capital subsidy 50‚00‚000 – – 50‚00‚000 50‚00‚000 – on revaluation of Fixed Assets 1‚27‚24‚590 – 5,01,226 1,22,23,364 1,27,24,590 Capital Redemption Reserve 3‚00‚00‚000 – – 3,00,00,000 3,00,00,000 Securities Premium 22‚91‚29‚175 – – 22,91,29,175 22,91,29,175 General Reserve 15‚57‚88‚705 1,00,00,000 – 16,57,88,705 15,57,88,705 43‚26‚42‚470 1,00,00,000 5,01,226 44,21,41,244 43,26,42,470 Profit & Loss Account 67,90,19,541 57,99,44,737 Total 1‚12,11,60,785 1,01,25,87,207
20 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
Schedules to the Balance Sheet
SCHEDULE 3 As at As at 31st March, 2005 31st March, 2004 (Rs.) (Rs.)
SECURED LOANS Term Loans From Financial Institutions 60,96,97,221 59‚76‚21‚777 From Banks 79,97,29,669 66‚74‚42‚903 Working Capital Loans from Banks 1,26,50,62,374 1‚23‚27‚99‚126 2,67,44,89,264 2‚49‚78‚63‚806
NOTES : 1) Term Loans from Banks and financial Institutions secured by deposit of title deeds relating to immovable assets of the company and further secured by execution of hypothecation of all company’s movable assets. 2) Working Capital Loans from Banks are secured against hypothecation of present and future stock of raw material, stock in process, finished goods, spare and stores, book debts etc., guaranteed by two directors of the company and further secured by way of second charge on the company’s Fixed Assets.
SCHEDULE 4 As at As at 31st March, 2005 31st March, 2004 (Rs.) (Rs.)
UNSECURED LOANS Fixed deposits from Public 17,34,00,000 22‚06‚07‚000 From Financial Institutions and Banks 20,00,00,000 25‚00‚00‚000 Interest Free Sales Tax Loan 9,76,83,622 7‚57‚89‚064 Deposit from Companies * 1,42,18,750 – Trade Deposit & Others 3,38,84,008 3‚63‚44‚196 Total 51,91,86,380 58‚27‚40‚260
* Includes Current Year - Rs. 1,42,18,750 (Previous Year Rs. Nil) from Surya Roshni inc., a wholly owned subsidiary company.
21 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
Schedules to the Balance Sheet/Profit & Loss Account 10,14,179 44,63,616 16,27,095 1,82,76,109 2,97,84,849 1,13,74,200 9‚70‚78‚041 31.3.2004 As at 43,95,15,553 ‚78‚73‚46‚846 2,58,75,00,980 1,98,43,67,338 (Amt. in Rs.) – 9‚70‚78‚041 Up To As at 46,36,578 51,09,374 10,73,264 20,97,212 31.3.2005 31.3.2005 1,50,55,565 – 4,22,42,514 2,68,70,216 2,67,04,091 3,52,42,609 1,50,04,270 1,02,08,180 17,04,42,464 42,40,46,927 2,81,01,78,108 2,55,75,29,316 2,53,50,19,362 1,95,68,76,757 – – – – – Sales/ 17,818 2,22,124 26,55,290 Adjustments 1,88,68,897 1,59,73,665 – 4,23,946 1,28,047 For the 10,14,179 49,66,085 52,63,433 15,63,769 31.3.2005 1,72,30,328 # year ended 24,54,06,090 21,48,16,303 # – Up To 9,45,217 42,12,632 31.3.2004 1,40,41,386 3,74,98,553 2,40,95,948 1,34,40,501 15,32,29,954 2,58,36,40,915 2,33,61,76,724 As at 97,45,952 31,70,476 31.3.2005 1,50,55,565 6,91,12,730 6,19,46,700 2,52,12,450 9‚70‚78‚041 59,44,89,391 5,36,77,07,424 4,49,18,96,119 Adjustments GROSS BLOCK DEPRECIATIONBLOCK NET Up To Additions Sales/ 01.04.2004 5‚17‚11‚41‚895 22,21,35,568 2,55,70,039 SCHEDULE 5 TOTAL Airconditioners &Coolers Miscellaneous Assets 86‚76‚248 10,69,704 25‚72‚312Temporary Erections 1‚50‚55‚565 5,98,164 – Previous Year – – (Gain)) 60,82,284/- Rs. Year $ Includes adjustments for change in rate of exchange as on 31/03/2005 Rs. Nil(Previous 5‚11‚65‚15‚205# Includes depreciation on revalued cost of assets amounting to Rs. 5,01,226/- (Previous Year 5,01,340/- ) 7‚21‚49‚669 1‚75‚22‚979 – 5‚17‚11‚41‚895 2‚32‚91‚68‚359 26‚01‚92‚013 57‚19‚457 2‚58‚36‚40‚915 2‚58‚75‚00‚980 2 Office Equipments 5‚57‚74‚662 1,35,70,646 2,32,578 Vehicles 5‚38‚80‚797 1,28,95,427 48,29,524 Furniture & Fixtures 2‚48‚14‚701 3,97,749 – Plant & Machinery 4‚32‚05‚44‚062 19,13,59,994 $ 2,00,07,937 $ Development Building 59‚27‚45‚507 22,43,884 5,00,000 FIXED ASSETS PARTICULARS Land & Site 9‚70‚78‚041 – –
22 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
Schedules to the Balance Sheet As at As at 31st March, 2005 31st March, 2004 (Rs.) (Rs.) SCHEDULE 6 INVESTMENTS (AT COST) Non Trade Quoted 943 (Previous Year Nil)Equity Share of Rs.10/- each issued at a premium of 3,67,770 – Rs. 380/- each, fully paid up in Punjab National Bank (PNB) Unquoted 200 (Previous year 200) IDBI Growing Interest 10,00,000 10‚00‚000 Bond (2002A) of Rs. 5000/- each Nil (Previous year 50000) shares of Rs.10/- each – 6‚00‚000 issued at a premium of Rs. 2/- each, fully paid up in Lord Krishna Bank Ltd. In Subsidiary Companies : 100 Common Stock (Previous Year 100) of US $ 100,000 43,62,000 $ 100,000 43‚62‚000 $1000 each of Surya Roshni Inc., fully paid up 56 Common Stock (Previous Year 56) of US $ 1,400,000 6,65,49,514 $ 1,400,000 6‚65‚49‚514 $25000 each of Surya Roshni Inc., fully paid up Total 7,22,79,284 7‚25‚11‚514
Book Value of Quoted Investments Rs. 3,67,770 (Previous Year Rs. Nil) Market Value of Quoted Investments Rs. 3,70,929.05 (Previous Year Rs. Nil)
SCHEDULE 7 STOCK (as certified by the Management) Stores and spare parts, etc. (at cost on FIFO Basis) 14,86,16,258 12‚80‚23‚309 Raw Materials (at cost on FIFO basis) 43,72,84,788 39‚57‚24‚179 Scrap and salvage (at market value) 1,80,38,777 88‚82‚561 Semi-finished goods (at cost or net realisable value, whichever is less) 20,64,38,466 14‚80‚27‚134 Finished goods (at cost or net realisable value, whichever is less) 77,01,78,297 71‚89‚41‚075 Total 1,58,05,56,586 1‚39‚95‚98‚258
SCHEDULE 8 SUNDRY DEBTORS (unsecured, considered good) Debts outstanding for a period exceeding six months 1,42,78,533 1‚52‚31‚520 Other debts* 89,05,61,935 94‚71‚32‚605 Total 90,48,40,468 96‚23‚64‚125
* includes Current Year - Nil (Previous Year Rs. 2,75,93,362) due from Surya Roshni Inc., a wholly owned subsidiary Company
23 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
Schedules to the Balance Sheet
As at As at 31st March, 2005 31st March, 2004 (Rs.) (Rs.) SCHEDULE 9 CASH AND BANK BALANCE Cash on hand 28,47,336 35‚30‚661 Cheques/Drafts/TTs in hand/ in transit 1,70,54,010 2‚39‚31‚405 Balance With Scheduled Banks in : – Current Account 24,84,985 66‚28‚908 – Fixed Deposits 91,54,814 64‚56‚397 – Unpaid Dividend Accounts 22,08,288 19‚65‚953 3,37,49,433 4‚25‚13‚324
SCHEDULE 10 LOANS AND ADVANCES (Unsecured, considered good) Advances recoverable in cash or in kind or for value to be received 14,46,14,204 14‚22‚17‚600 Security Deposits 1,69,59,673 1‚46‚42‚637 Earnest Money Deposits 29,51,100 21‚06‚487 Claims Recoverable / Receivable 12,14,495 – Total 16,57,39,472 15‚89‚66‚724
SCHEDULE 11 CURRENT LIABILITIES Sundry Creditors – Due to SSI 92,64,896 82‚07‚521 – Others 16,14,92,245 14‚78‚84‚494 Other Liabilities 12,25,52,773 12,23,60,777 Interest accrued but not due 91,13,784 1‚21‚57‚614 Total 30,24,23,698 29‚06‚10‚406
SCHEDULE 12 PROVISIONS Proposed Dividend – On Preference Share – 1‚99‚452 – On Equity Share 3,04,81,500 3‚04‚81‚500 Tax on Dividend 42,75,030 39‚30‚997 Provision for gratuity * 1,58,16,240 4‚19‚69‚584 Provision for Leave Encashment * 91,14,543 79‚80‚446 5,96,87,313 8‚45‚61‚979 * Refer Note No. 6
24 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
Schedules to the Profit & Loss Account
For the Year ended For the year ended 31st March, 2005 31st March, 2004 (Rs.) (Rs.) SCHEDULE 13 SALES Inland (net of return) 10,55,55,66,014 8‚64‚20‚26‚854 Export* 1,43,04,83,618 79‚50‚61‚466 11,98,60,49,632 9‚43‚70‚88‚320 Less : Internal consumptions of components 65,06,15,971 63‚52‚91‚855 Total 11,33,54,33,661 8‚80‚17‚96‚465 * Export Includes Export Benefits of DEPB credits on Post Export basis of Rs. 9,81,73,775 (Previous Year Rs. 8,72,03,419) and Rs. 12,65,900 (Previous Year 4,04,64,273) to Surya Roshni Inc., a wholly owned subsidiary
SCHEDULE 14 OTHER INCOME Rent 1,04,000 99,000 Interest (TDS Rs. 1,16,884) 6,02,419 5‚31‚290 Others 35,01,459 71‚92‚138 Insurance claims 1,95,180 4‚66‚982 Income from Investment (Non-Trade) (TDS Rs. Nil) 1,04,760 1‚91‚392 Foreign Exchang fluctuation 8,21,618 37‚96‚086 Profit on Sale of Fixed Assets 15,67,729 4‚03‚012 Profit on Sale of Investments 50,000 – 69,47,165 1‚26‚79‚900
SCHEDULE 15 ACCRETION/(DECRETION) TO STOCK Stock as at 1st April Finished Goods 71,89,41,075 73‚44‚40‚111 Semi Finished Goods 14,80,27,134 12‚32‚08‚831 Scrap 88,82,561 98‚58‚071 87,58,50,770 86‚75‚07‚013 Stock as at 31st March Finished Goods 77,01,78,297 71‚89‚41‚075 Semi Finished Goods 20,64,38,466 14‚80‚27‚134 Scrap 1,80,38,777 88‚82‚561 99,46,55,540 87‚58‚50‚770 Accretion/(Decretion) to Stock 11,88,04,770 83,43,757
SCHEDULE 16 MANUFACTURING EXPENSES Stores and spares consumed 14,52,95,807 12‚26‚47‚736 Power and fuel 26,99,40,228 26‚31‚37‚284 Water charges 21,85,925 19‚68‚663 Repairs to : Machinery 2,67,98,402 2‚65‚54‚488 Building 1,04,97,728 64‚74‚655 Others 25,17,978 28‚61‚650 3,98,14,108 3‚58‚90‚793 Miscellaneous manufacturing expenses 3,80,94,074 4‚67‚96‚804 Excise Duty 89,76,016 (91,30,605) Total 50,43,06,158 46‚13‚10‚675
25 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
Schedules to the Profit & Loss Account
For the Year ended For the year ended 31st March, 2005 31st March, 2004 (Rs.) (Rs.) SCHEDULE 17 EMPLOYEES REMUNERATION AND BENEFITS Salaries,wages and allowances including bonus and gratuity 38,56,54,221 34‚16‚33‚405 Employers contribution to PF, ESI and administrative charges 3,24,62,583 2‚87‚71‚442 Staff Welfare Expenses 2,34,38,542 2‚06‚74‚296 Remuneration to Managerial Personnel* 53,70,000 38‚07‚000 Staff Recruitment and Training Expenses 15,71,503 12‚12‚887 Total 44,84,96,849 39‚60‚99‚030 * Refer Note No.13
SCHEDULE 18 SELLING EXPENSES Carriage Outward 32,31,73,447 26‚12‚66‚524 Commission\Service Charges on sale 4,97,14,596 3‚44‚51‚857 Discounts 19,51,72,971 18‚45‚46‚693 Advertisement 3,25,54,472 2‚72‚29‚214 Claims for defective 2,40,11,820 2‚34‚06‚489 Others 5,47,15,312 5‚87‚89‚951 Total 67,93,42,618 58‚96‚90‚728
SCHEDULE 19 INTEREST Interest on Debentures – 1‚20‚22‚579 Term Loans and Fixed Deposits 14,03,42,957 17‚02‚31‚798 Other Interest & Financial Charges 10,52,48,229 8‚82‚24‚874 Total 24,55,91,186 27‚04‚79‚251
SCHEDULE 20 OTHER EXPENSES Rent 1,10,48,123 1‚12‚48‚820 Insurance 77,91,007 85‚15‚486 Rates & Taxes 8,51,313 8‚71‚511 Postage, Telegraph,Telephone and Telex 1,42,25,050 1‚29‚23‚995 Printing and Stationery 61,19,716 44‚62‚872 Travelling & Conveyance 4,33,12,548 3‚70‚88‚112 Cost Auditors’Remuneration : – Fee 1,23,000 1,21,680 – Expenses 17,803 41,400 Internal Auditors’ Remuneration & Expenses – 4,991 Miscellaneous Expenses 4,55,14,351 4‚33‚73‚851 Loss on sale of fixed assets 22,60,053 5,86,673 Loss on sale of Investments* – 2‚39‚300 Sales Tax Paid 20,83,66,147 18‚43‚11‚601 33,96,29,111 30‚37‚90‚292 Directors’ Expenses Sitting Fees 5,85,000 2‚93‚500 Travelling & Conveyance 17,10,503 4‚16‚011 Meeting Expenses 21,821 37,346 Foreign Travelling 4,48,631 5‚32‚607 27,65,955 12‚79‚464 * includes Nil (Previous Year Rs. 2,55,612) loss on sale of investment due to winding up of Surya Roshni (HK) Ltd., a wholly owned subsidiary
26 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
Schedules to the Profit & Loss Account
For the Year ended For the year ended 31st March, 2005 31st March, 2004 (Rs.) (Rs.)
Statutory Auditors’ Remuneration Statutory Audit Fees 3,75,000 3‚63‚960 Income Tax Audit Fees 1,00,000 95,040 Auditors’ Expenses 31,127 28,467 Management Fees for certificates/reports 1,55,412 1,19,556 6,61,539 6‚07‚023 Total 34,30,56,605 30‚56‚76‚779
SCHEDULE 21
A. SIGNIFICANT ACCOUNTING POLICIES
1. Basis of preparation of Financial Statements (a) The financial statements have been prepared under the historical cost convention in accordance with the generally accepted accounting principles (GAAP) and the provisions of the Companies Act, 1956, as adopted consistently by the Company except for certain fixed assets which have been revalued. (b) The Company generally follows mercantile system of accounting and recognises significant items of income and expenditure on accrual basis. 2. Fixed Assets Fixed Assets are stated at cost net of CENVAT and includes amounts added on revaluation, less accumulated depreciation. All costs, including interest on borrowings attributable to acquisition of Fixed Assets upto the date of commissioning of the assets and net charges on foreign exchange contracts and adjustments arising from exchange rate variations relating to borrowings attributable to the fixed assets are capitalised. 3. Depreciation (i) Depreciation on fixed assets is provided on straight line method as per the provisions of Sec. 205(2) of the Companies Act, 1956. (ii) Depreciation on additions is being provided on pro rata basis from the date of such additions. (iii) Depreciation on assets sold, discarded or demolished during the year is being provided at their rates up to the date in which such assets are sold, discarded or demolished. (iv) Depreciation on additions on account of increase in rupee value due to revaluation of foreign currency loan is being provided at respective rates of depreciation of related assets. 4. Foreign Currency Transactions (i) The Monetary items denominated in foreign currency are translated at the exchange rate prevailing on the last day of the accounting year except where the Company has entered into forward exchange contracts, the difference between the forward rate and the exchange rate at the date of the transaction is recognised in the statement of profit & loss over the life of the contract. (ii) Exchange differences arising due to repayment or restatement of liabilities incurred for the purpose of acquiring fixed assets are recognised as Income or Expense as per Accounting Standard 11 issued by the Institute of Chartered Accountants of India. (iii) Non-Monetary items denominated in foreign currency are stated at cost. 5. Investments The investments are valued at cost of acquisition. 6. Gratuity and Leave Encashment The Provision for Gratuity and Leave Encashment are made as per actuarial valuation basis as at the end of the financial year. However the Company has covered its Gratuity liabilities with Life Insurance Corporation of India (LIC) by forming a Gratuity Trust and the liabilities paid to LIC is debited to Gratuity provisions. 7. Insurance Claims Insurance claims are accounted for on settlement of claims. 8. Inventories (i) Raw material, Stores & Spares are valued at cost on FIFO basis. (ii) Finished Goods are valued at cost or net realisable value whichever is lower. Cost includes direct cost and appropriate portion of overheads. (iii) Semi-finished goods are valued at cost or net realisable value whichever is lower. (iv) Scrap and Salvage is valued at market price. (v) The closing stock constituting duty-free imports consequent to utilisation of DEPB credit is valued at the actual cost of purchase including such foregone import duty.
27 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
B. NOTES ON ACCOUNTS 31.3.2005 31.3.2004 (Rs.) (Rs.)
1. Contingent liabilities not provided for in respect of : (a) Letter of Credit outstanding 19,41,49,113 7,42,64,925 (b) Counter Guarantees by the Company on guarantees given by bank 12,76,56,648 10,60,44,976 (c) Bond executed by the Company to Custom Department 42,85,689 42,85,689 (d) Disputed Excise duties liability 2,09,00,344 2,20,50,477 (e) Disputed Commercial tax liability Nil 4,64,574 (f) Disputed Trade tax liability 2,92,31,542 2,92,31,542 (g) Bonds executed by the company to custom department against fulfillment of export obligation under 5% EPCG Scheme. 5,14,52,783 3,33,56,510 (h) Disputed ESI liability 34,55,828 Nil (i) Disputed demand of Uttaranchal Power Corporation 34,87,907 Nil 2. Estimated amount of contracts remaining to be executed on capital account (less advances) Rs.5,75,75,000/- (Previous year - Rs.1,80,187/-) 3. The pending customs case in regard to H.R. Coils' imports during financial year 1985 to 1988 wherein refunds of customs duty amounting to Rs.85.71 lacs has been decided in favour of the Company by CEGAT. However, bonds and bank guarantees executed by the Company for the said amount are still not released by the department and are included in the contingent liabilities, since the department has appealed the judgement of CEGAT in Supreme Court. 4. The name of small scale industrial undertaking to whom the company owe any sum together with interest outstanding for more than thirty days are : Apex Industries, Arya Filaments Pvt. Ltd., Bharat Packaging, B. P. Packaging Pvt. Ltd., Chhaya Packers Pvt. Ltd., Gwalior Carton Works Pvt. Ltd., Jain Packaging Industries, Kusum Packers, Nav Bharat Packaging, Patiala Packers, Patiala Packing Industries, Surya Tapes Pvt. Ltd., Sai Enterprises, Utility Electricals, Cosmic Aluminium Wires (P) Ltd., Indian Machine Tools, Jurgyan Industries, Multi Track Enterprises (P) Ltd., Mantisa Engineers, M. P. Engineering Industries, Natthu Singh Kushwaha Spring Works, Precision Engineers, S&U Mek Engineers (P) Ltd., Synergy, Hind Rubber Industries, Kumaun Diesels, Osna Electronics (P) Ltd., Panel Power Movers, Rockwin Flommeter IndiaPvt. Ltd., Crompton Greaves Ltd., Electrical Instrumentation, D.B. Engineering Pvt. Ltd., Divya Jyoti Sales Corpn. (Regd.), Ratan Hose & Engineering Works Pvt. Ltd., Hightech Kuplings, Pioneer Industrial Equipments, Pneumatic Power Tools & Co. 5. The Trade Tax cases for the assessment year 1994-95 to 1995-96 has been decided in favour of Company by Hon'ble High Court, Allahabad. The assessment upto the year 1999-2000 has been completed and the refunds have been received, which were due on the basis of the above Hon'ble High Court decision. However, the Trade Tax liability Rs. 2,92,31,542/- is shown as contingent liability as the matter is subjudice at the Supreme Court of India. 6. Earning per Share (Basic & Diluted) Particulars This Year (Rs.) Previous Year (Rs.) Profit after Tax 12,49,08,204 11,99,43,951 less : Preference Dividend including dividend tax – 2,25,007 Profit for Equity Shareholders 12,49,08,204 11,97,18,945 Number of Equity Shares 2,54,01,250 2,54,01,250 (Face Value Rs. 10/- each) EPS (Rs.) 4.92 4.71 7. Deferred Tax As per Accounting Standard (AS - 22) on accounting for Taxes on income issued by the Institute of Chartered Accountants of India, the deferred tax liability as on 31st March, 2005 comprises of the following : Deferred Tax As on As on 31st March, 2005 31st March, 2004 (a) Deferred Tax Liability 1. Related to Fixed Assets (50,26,20,330) (53,03,28,190) (b) Deferred Tax Assets 1. Gratuity 53,23,746 1,50,56,588 2. Leave Encashment 30,67,955 28,62,985 Net Deferred Tax Assets / (Liabilities) (49,42,28,629) (51,24,08,617)
The deferred tax liability upto 31st March, 2004 was measured as per the Income Tax rates enacted on the Balance Sheet date. The same has been revised to Rs.49,34,06,867/- and the difference of Rs.1,90,01,750/- has been credited to the Profit and Loss Appropriation Account.
28 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
8. Segment Information for the year ended 31st March, 2005 and 31st March, 2004 The company has identified the following two Primary Business Segments : 1. Steel - Engaged in the production of Steel Tubes & Pipes and Cold Rolled Strips. 2. Lighting - Engaged mainly in the manufacture of different varieties of Lamps. Secondary Segment reporting has been performed on the basis of Geographical Locations. Primary Business Segments Particulars Lighting (Rs.) Steel (Rs.) Total (Rs.) Revenue External Sales 2,88,54,99,135 8,44,99,34,526 11,33,54,33,661 2,81,33,20,723 5,98,84,75,742 8,80,17,96,465 Inter-segment Sales ––– ––– Total 2,88,54,99,135 8,44,99,34,526 11,33,54,33,661 2,81,33,20,723 5,98,84,75,742 8,80,17,96,465 Result Segment Result 20,86,46,192 20,33,95,929 41,20,42,121 (Profit(+)/Loss(-) before tax & interest) 21,91,90,575 18,43,10,515 40,35,01,090 Unallocable Corporate Expenditure – – Operating Profit 41,20,42,121 40,35,01,090 Interest Expenses 24,55,91,186 27,04,79,251 Other Income 69,47,165 1,26,79,900 Income Tax 4,84,89,896 2,57,57,788 Profit from ordinary activities 12,49,08,204 11,99,43,951 Net Profit after Tax 12,49,08,204 11,99,43,951 Other Information Segment Assets Net Block 1,71,35,92,371 84,39,36,944 2,55,75,29,316 1,78,62,78,688 80,12,22,291 2,58,75,00,979 Capital Work-in-Progress 10,42,00,229 62,93,780 11,04,94,010 20,99,502 92,30,349 1,13,29,851 Investment 7,15,95,984 6,83,300 7,22,79,284 7,14,11,514 11,00,000 7,25,11,514 Current Assets, Loans and Advances 1,03,13,02,373 1,65,35,83,586 2,68,48,85,959 1,07,58,20,381 1,48,76,22,050 2,56,34,42,431 Total Segment Assets 2,92,06,90,958 2,50,44,97,611 5,42,51,88,569 2,93,56,10,085 2,29,91,74,690 5,23,47,84,775 Unallocated Corporate Assets – – Total Assets 5,42,51,88,569 5,23,47,84,775 Segment Liabilities Loan Fund 1,71,34,17,541 1,48,02,58,103 3,19,36,75,644 1,75,82,36,164 1,32,23,67,902 3,08,06,04,066 Current Liabilities & Provisions 19,66,59,757 16,54,51,254 36,21,11,011 18,91,45,076 18,60,27,309 37,51,72,385 Total Segment Liabilities 1,91,00,77,298 1,64,57,09,357 3,55,57,86,655 1,94,73,81,240 1,50,83,95,211 3,45,57,76,451 Unallocated Corporate Liabilities 49,42,28,629 51,24,08,617 Total Liabilities 4,05,00,15,284 3,96,81,85,068 Capital Employed 1,37,51,73,284 1,26,65,99,707 Capital expenditure 32,12,99,728 7,85,58,036 Depreciation 17,44,87,580 7,04,17,284 24,49,04,864 18,97,30,451 6,99,60,222 25,96,90,673 Non-cash expenses other than Depreciation ––– ––– Geographic Segment India 10,00,31,23,818 8,09,39,38,418 Outside India 1,33,23,09,843 70,78,58,047
29 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
9. Related party disclosures Related party disclosures as required under Accounting Standard on “Related Party Disclosures” issued by the Institute of Chartered Accountants of India are given hereunder : A. Relationship : i) Subsidiary Companies – Surya Roshni Inc., New York – Surya Roshni (HK) Limited, Hong Kong (deregistered on 22nd July, 2003) ii) Key Management Personnel – Sh. B.D. Agarwal – Sh. J.P.Agarwal iii) Relatives of the Key Management Personnel Relation Sh. B.D.Agarwal Sh. J.P.Agarwal Spouse Smt. Ganga Devi Agarwal Smt. Urmil Agarwal Son(s) Sh. V.P.Agarwal & Sh. J.P. Agarwal Sh. Vinay Surya Daughter(s) Smt. Sudha Gupta Smt. Padmini & Smt. Bharti Brother(s) Sh. Ruli Ram, Sh. Babu Ram & Sh. Ram Bilas Sh. V P Agarwal Sister(s) Smt. Bimla, Smt. Rajesh & Smt. Parvati Smt. Sudha Gupta Mother Deceased Smt. Ganga Devi Agarwal Father Deceased Sh. B.D.Agarwal iv) Entities over which the key management personnel are able to exercise significant influence – Surya Global Limited – Prakash Industries Limited B. Transactions carried out with the related parties in the ordinary course of business : Paticulars This Year Previous Year Amount in Rs. US $ Amount in Rs. US $ i) Subsidiary Companies : Surya Roshni Inc. Investment: – Total Investment at the beginning of the year 7,09,11,514 1,500,000 7,09,11,514 1,500,000 – Investment made during the year Nil Nil Nil Nil – Total investment at the year end 7,09,11,514 1,500,000 7,09,11,514 1,500,000 Loan Given: – Loan given during the year Nil Nil 22,86,500 50,000 – Loan repaid during the year Nil Nil 22,75,000 50,000 – Loan outstanding at the year end Nil Nil Nil Nil Loan Taken: – Loan taken during the year 1,48,18,750 325,000 Nil Nil – Loan repaid during the year Nil Nil Nil Nil – Loan outstanding at the year end 1,42,18,750 325,000 Nil Nil Interest Received: – Interest received during the year Nil Nil 14,333 315 Interest Paid: – Interest Paid during the year 2,50,553 5,719 Nil Nil Sale : – Receivables against sales at the beginning of the year 2,75,93,362 631,174.3 28,68,103 60,330 – Sale of goods during the year 12,65,900 27,475 4,04,64,273 898,670 – Outstanding receivable at the year end Nil Nil 2,75,93,362 631,174.3 This Year Previous Year Amount in Rs. HK $ Amount in Rs. HK $ Surya Rohni (HK) Ltd. – Total investment at the beginning of the year Nil Nil 5,98,429 1,00,000 – Investment received on Winding up Nil Nil 3,42,817 58,380 – Total Investment at the year end Nil Nil Nil Nil ii) Key Management Personnel & their Relatives : Remuneration for the year 2004-2005 : – Sh. B.D.Agarwal (Chairman & Managing Director) Rs. 31,50,000 – Sh. J.P.Agarwal (Vice-Chairman & Jt. Managing Director) Rs. 22,20,000 – Sh. Vinay Surya (Chief Operating Officer – Export) Rs. 4,92,000 Sitting Fees for the year 2004-2005 Smt. Urmil Agarwal (Director) Rs. 37,500/-
30 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
10. Disclosure of loans / advances and investment as per Clause 32 of the Listing Agreement with the Stock Exchanges : Investment : Subsidiary As on 31st March, 2005 Maximum outstanding during the year ended 31st March, 2005 Surya Roshni Inc. (USA) Rs. 7,09,11,514 ($1,500,000) Rs. 7,09,11,514 ($1,500,000) 11. Disclosure of Foreign Exchange Transactions in terms of AS - 11 Particulars This year Previous Year i) Exchange rate fluctuation differences included in the net profit/ 71,63,005 1,47,29,239 (loss) for the period. ii) Exchange rate fluctuation differences in respect of forward exchange (97,954) (8,97,192) contracts to be recognised in next year profit & loss Account. 12. The exchange difference of Rs.18,85,895/- on account of borrowing for the purpose of acquiring fixed assets is credited to Profit and Loss Account in accordance with the accounting standard 11 issued by the Institute of Chartered Accountants of India. However in the previous year, the exchange difference of Rs.60,82,284/- on account of borrowing for the purpose of acquiring fixed assets are adjusted in carrying cost of fixed assets. 13. Remuneration of Managerial Personnel Paid/payable during the year: Particulars This Year Previous Year (Rs.) (Rs.) Salary, HRA & Medical Exp. 40,27,500 28,58, 250 Commission 13,42,500 9,48,750 Total 53,70,000 38,07,000 COMPUTATION OF REMUNERATION OF MANAGERIAL PERSONNEL UNDER SECTION 198 OF THE COMPANIES ACT, 1956
Particulars This Year Previous Year (Rs.) (Rs.) Profit for the year: 17,33,98,100 14,57,01,739 Depreciation 24,49,04,864 25,96,90,673 Add: (Loss on sale of Fixed Assets 22,60,053 5,86,673 { (Remuneration to Managerial Personnel 53,70,000 38,07,000 (Profit on sale of fixed assets as per section 350 of the Companies Act, 1956 19,10,043 4,89,493 42,78,43,060 41,02,75,578 (Profit on sale of fixed assets 15,67,729 4,03,012 Less: (Loss on sale of fixed assets as per Section 350 of the Companies Act, 1956 14,77,728 3,84,334 { (Depreciation computed as per Section 350 of the Companies Act, 1956 24,49,04,864 25,96,90,673 24,79,50,321 26,04,78,019 Net Profit U/ 349 of the Companies Act, 1956 17,98,92,739 14,97,97,559 Remuneration @ 10% per annum 1,79,89,274 1,49,79,756 14. Additional information pursuant to the provisions of paragraph 3 and 4C of Part II of Schedule VI of the Companies Act, 1956. A. Capacity and Production Unit Licenced Capacity *Installed Capacity Production As at 31st March As at 31st March As at 31st March 2005 2004 2005 2004 2005 2004 Steel Division Pipes/Tubes M.T. N.A. N.A. Not Yet Assessed 156226 135953 Cold Rolled Strips/Sheets M.T. N.A. N.A. Not Yet Assessed 54894 53418 Cold Rolled Formed Sections M.T. N.A. N.A. Not Yet Assessed – – Lighting Division GLS Lamps Million Nos. N.A. N.A. 160.500 135.500 135.630 116.521 Fluorescent Tube Lamps Million Nos. N.A. N.A. 35.000 35.000 39.741 36.059 Tubular Glass Shells Million Nos. N.A. N.A. 53.340 53.340 62.340 56.047 Glass Shells for GLS Lamps Million Nos. N.A. N.A. 426.900 426.900 397.305 434.124 Filament Million Nos. N.A. N.A. 213.000 213.000 232.478 215.271 Auto Halogen Lamps Million Nos. N.A. N.A. 12.500 12.500 – – Cap -GLS Lamps Million Nos. N.A. N.A. 150.000 150.000 153.716 157.156 Fluorescent Powder M.T. N.A. N.A. 200.000 200.000 236.640 227.740 Lead Glass Tubings M.T. N.A. N.A. 1700.000 1700.000 2045.13 2124.901 HPSV / HPMV Lamps Nos. N.A. N.A. 150000 150000 273442 182874 * as certified by the management
31 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
B. Turnover Unit This Year Previous Year Quantity Value (Rs.) Quantity Value (Rs.) Pipes/Tubes M.T. 157700 5,77,30,14,431 133224 3‚77‚37‚76‚311 Zinc dross and rejected zinc M.T. 503 2,88,25,542 597 3‚08‚66‚263 Scrap Zinc blow and ash M.T. 1196 2,21,08,004 1352 1‚90‚22‚419 { Side cutting. Beads etc. M.T. 12190 22,28,48,521 9737 13‚55‚29‚273 Others 8,84,85,903 3‚16‚55‚836 Cold Rolled Steel Strips/Sheets M.T. 54752 1,86,41,36,369 52747 1‚44‚75‚09‚472 H.R./C.R. Coils M.T. 17127 45,05,15,756 26992 55‚01‚16‚168 GLS Lamps Million Nos. 135.038 94,68,65,818 125.325 89‚85‚38‚811 Filament Million Nos. 235.328 11,51,26,838 211.619 11‚87‚54‚974 Auto Halogen Lamps Million Nos. ––0.004 1‚32‚875 Fluorescent Tube Lamps Million Nos. 42.464 1,33,75,65,685 39.384 1‚26‚97‚34‚886 Tubular Glass Shells Million Nos. 60.203 27,28,26,068 55.893 25‚52‚80‚503 Glass Shells for GLS Lamps Million Nos. 406.133 28,71,31,430 418.530 29‚51‚47‚157 Cap-GLS Lamps Million Nos. 161.340 11,34,31,316 144.947 10‚87‚96‚671 Lighting Fitting Complete & Acces. 7,34,22,997 5‚80‚93‚983 HPSV / HPMV Lamps Nos. 246894 6,40,46,922 169942 5‚16‚81‚836 Compact Fluorescent Lamps Nos. 1482330 11,74,31,384 1712593 16‚15‚71‚712 Fluorescent Powder M.T. 221.120 4,82,79,190 235.660 6‚17‚43‚848 Lead Glass Tubings M.T. 2087.828 8,88,71,715 2079.672 8‚40‚54‚285 Scrap & Others 7,11,15,743 8‚50‚81‚037 TOTAL 11,98,60,49,632 9‚43‚70‚88‚320 Less : Internal Consumption of Components Tubular Glass Shells Million Nos. 40.954 18,87,03,462 37.341 18‚56‚76‚493 Glass Shells for GLS Lamps Million Nos. 147.670 9,88,60,443 130.543 9‚45‚82‚711 Filament Million Nos. 219.213 10,78,34,587 197.674 11‚29‚33‚278 Cap-GLS Lamps Million Nos. 135.888 9,87,26,395 117.533 9‚14‚34‚036 Fluorescent Powder M.T. 211.120 4,53,79,039 191.820 5‚04‚31‚676 Lead Glass Tubings M.T. 1290.154 5,81,12,219 1012.430 4‚33‚94‚884 Others 5,29,99,826 5‚68‚38‚777 TOTAL 65,06,15,971 63‚52‚91‚855 NET 11,33,54,33,661 8‚80‚17‚96‚465
C. Opening Stock Unit This Year Previous Year Quantity Value (Rs.) Quantity Value (Rs.) Pipes/Tubes MT 15974 41,22,69,109 13245 28‚99‚59‚768 Cold Rolled Steel Strips/Sheets MT 882 2,23,47,124 211 43‚25‚637 GLS Lamps Million Nos. 14.398 10,25,72,314 23.301 17‚15‚86‚647 Fluorescent Tube Lamps Million Nos. 2.888 9,16,58,834 6.163 19‚40‚42‚626 Tubular Glass Shells Million Nos. 0.611 23,67,925 0.458 16‚48‚954 Glass Shells for GLS Lamps Million Nos. 21.537 98,86,756 5.948 29‚17‚482 Auto Halogen Lamps Million Nos. 0.002 1,86,486 0.006 3‚26‚194 Filament Million Nos. 9.595 45,45,533 5.947 29‚65‚174 Caps-GLS Lamps Million Nos. 15.725 95,91,945 3.516 21‚44‚760 HPSV / HPMV Lamps Nos. 65920 1,94,37,163 52941 1‚68‚07‚627 Compact Fluorescent Lamps Nos. 245887 2,28,77,695 292457 2‚84‚09‚720 Lighting Fitting Complete & Acces. 1,43,53,801 1‚24‚71‚728 Lead Glass Tubings M.T. 153.532 59,47,830 108.329 42‚38‚914 Fluorescent Powder M.T. 4.32 8,98,560 12.24 25‚94‚880 71,89,41,075 73‚44‚40‚111 Semi-Finished Goods 14,80,27,134 12‚32‚08‚831 Scrap 88,82,561 98‚58‚071 TOTAL 87,58,50,770 86‚75‚07‚013
D. Closing Stock Unit This Year Previous Year Quantity Value (Rs.) Quantity Value (Rs.) Pipes/Tubes MT 14500 44,20,68,387 15974 41‚22‚69‚109 Cold Rolled Steel Strips/Sheets MT 1024 2,98,62,484 882 2‚23‚47‚124 GLS Lamps Million Nos. 14.923 10,60,48,325 14.398 10‚25‚72‚314 Fluorescent Tube Lamps Million Nos. 3.19 9,63,25,393 2.888 9‚16‚58‚834 Tubular Glass Shells Million Nos. 2.748 96,44,915 0.611 23‚67‚925 Glass Shells for GLS Lamps Million Nos. 12.704 56,58,480 21.537 98‚86‚756
32 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
Unit This Year Previous Year Quantity Value (Rs.) Quantity Value (Rs.)
Auto Halogen Lamps Million Nos. 0.002 2,08,866 0.002 1‚86‚486 Filament Million Nos. 6.725 45,45,533 9.595 45‚45‚533 Caps-GLS Lamps Million Nos. 8.097 35,62,680 15.725 95‚91‚945 Lighting Fitting Complete & Acces. 1,66,73,723 1‚43‚53‚801 HPSV / HPMV Lamps Nos. 94061 2,01,00,175 65920 1‚94‚37‚163 Compact Fluorescent Lamps Nos. 267591 2,77,37,122 245887 2‚28‚77‚695 Lead Glass Tubings M.T. 110.66 40,02,572 153.532 59‚47‚830 Fluorescent Powder M.T. 19.84 37,39,642 4.32 8‚98‚560 TOTAL 77,01,78,297 71‚89‚41‚075 Semi-Finished Goods 20,64,38,466 14‚80‚27‚134 Scrap 1,80,38,777 88‚82‚561 TOTAL 99,46,55,540 87‚58‚50‚770
NOTE : Closing Stock is after excluding the following : Breakage during handling or distributed as samples : Unit This Year Previous Year Fluorescent powder Kgs. – 0.500 GLS Lamps Nos. 86,968 102,119 Fluorescent Tube Lamps Nos. 55,117 93,441 HPSV / HPMV Lamps Nos. 607 (47) Compact Fluorescent Lamps Nos. 6,239 2,796 Auto Halogen Lamps Nos. 155 203 GLS Filament Nos. 20,150 4,700 Tubular Glass Shells Nos. – 836 Caps-GLS Lamps Nos. 3,475 – Glass Shells for GLS Lamps Nos. 5,106 5,021 Lead Glass Tubings M.T. 0.174 0.026 E. PURCHASE FOR RESALE Unit This Year Previous Year Quantity Value (Rs.) Quantity Value (Rs.) Light Fitting Complete & Accessories 6,43,43,968 5‚04‚24‚347 Fluorescent Tube Lamps Million Nos. 3.080 7,21,82,527 0.144 30‚45‚368 GLS Lamps Million Nos. 0.020 7,06,855 0.003 85‚113 HPSV/HPMV Lamps Nos. 2,200 2,51,768 –– Compact Fluorescent Lamps Nos. 15,10,273 8,69,26,538 16,68,819 11‚53‚65‚991 TOTAL 22,44,11,656 16‚89‚20‚819
F. RAW MATERIAL CONSUMPTION Unit This Year Previous Year Quantity Value (Rs.) Quantity Value (Rs.) Strip/Skelp M.T. 2,21,019 5,75,43,66,379 1,94,856 3‚63‚93‚74‚088 Zinc M.T. 5,345 32,48,49,749 5,832 32‚14‚38‚571 Sockets – 1,20,36,482 – 1‚86‚52‚098 HR/CR Coil M.T. 17,127 40,96,12,992 26,992 46‚66‚78‚712 Filaments Million Nos. 228.852 10,79,13,501 198.720 10‚67‚16‚046 Caps Million Nos. 221.464 13,78,66,858 196.230 12‚33‚35‚627 Moly Wire Million Nos. 7.601 1,79,88,365 6.735 1‚36‚26‚282 Lead -In -Wire Million Nos. 462.769 2,75,30,437 411.230 2‚05‚77‚265 Tubular Glass Shell Million Nos. 40.975 17,52,68,263 37.303 17‚29‚99‚936 Glass Shell for GLS Lamps Million Nos. 149.584 8,73,07,769 127.472 7‚49‚03‚169 Arc Tubes Nos. 162721 1,39,74,364 108587 1‚32‚86‚746 Di -Calcium Phosphate M.T. 199.380 2,04,11,797 195.000 1‚90‚20‚545 Lead Glass Tubings M.T. 1174.164 4,95,64,441 1012.094 4‚06‚04‚591 Soda Ash M.T. 6612.794 6,47,78,056 6612.600 6‚33‚15‚415 Red Lead M.T. 285.300 1,68,16,210 292.028 1‚28‚84‚299 Tungston wire M.T. 5.479 1,43,28,883 5.276 1‚56‚64‚201 Fluorescent Powder M.T. 220.527 4,70,31,464 194.347 4‚99‚46‚097 Aluminium Strip M.T. 418.316 5,96,62,224 434.130 5‚86‚79‚259 Brass Strip M.T. 35.985 68,98,198 37.430 55‚46‚124 Silica Sand M.T. 13448.000 1,22,88,421 13620.650 1‚09‚14‚326 Others 51,67,47,252 42‚99‚84‚310 TOTAL 7,87,72,42,105 5‚67‚81‚47‚708 Less : Internal Consumption of Components 59,56,73,478 58‚46‚54‚944 NET 7,28,15,68,627 5‚09‚34‚92‚764 33 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
15. CIF VALUE OF IMPORTS This Year Previous Year (Rs.) (Rs.) Raw materials and purchases for trading * 5,45,39,326 4‚84‚82‚270 Stores & Spares 2,13,83,122 97‚67‚801 Capital goods 9,10,42,647 1‚15‚07‚137 * excludes Rs. Nil (Previous Year 3,94,42,916) transferred on high seas basis to Surya Roshni Inc., a wholly owned subsidiary 16. Value of consumption of imported and indigeneous raw material, This Year Previous Year stores, and spares and its percentage to total consumption Rs. % age Rs. % age Raw Materials Imported 5,55,64,200 0.76 4‚95‚27‚464 0.97 Indigenous 7,22,60,04,427 99.24 5‚04‚39‚65‚300 99.03 Total 7,28,15,68,627 100.00 5‚09‚34‚92‚764 100.00 Stores and Spares Imported 2,38,70,353 16.43 1‚03‚72‚161 8.46 Indigenous 12,14,25,454 83.57 11‚22‚75‚575 91.54 Total 14,52,95,807 100.00 12‚26‚47‚736 100.00
17. Earning In Foreign Exchange on Account of Export This Year Previous Year (Rs.) (Rs.) FOB Value 1,13,97,16,785 57‚15‚16‚624 18. Expenditure in Foreign Currency This Year Previous Year (Rs.) (Rs.) a) Interest in rupee to FIs on Foreign Currency Loan 2,87,24,621 3‚63‚25‚783 b) Royalty & Technical Services ( Net of Taxes) 44,18,158 13‚73‚973 c) others 2,76,11,176 31‚85‚654 19. (a) Previous year figures have been regrouped and rearranged wherever necessary. (b)Figures have been rounded off to the nearest rupee.
As per our attached report of even date
For SASTRY K. ANANDAM & CO. Chartered Accountants B. D. Agarwal B.B. Chadha Chairman and G.S. Gupta K. ANANDA SASTRY Managing Director Partner K.K. Narula Directors Membership No. 9980 J. P. Agarwal M.G. Bakre Place : New Delhi B. B. Singal Vice Chairman & Rajendra Arya Dated : June 29, 2005 Company Secretary Joint Managing Director Urmil Agrwal
34 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
STATEMENT PURSUANT TO PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956 BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE I. REGISTRATION DETAILS Registration No.75 4 3 State Code 05
Balance Sheet Date 31 03 20 0 5 Date Month Year
II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSANDS) Public Issue Rights Issue Bonus Issue Preferential/Private Placement NI L NI L NI L NI L
III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RS. THOUSANDS) Total Liabilities Total Assets 542519 8 542519 8 SOURCES OF FUNDS Paid-Up Capital Reserves & Surplus Secured Loans Unsecured Loans Deferred Tax Liabilities (Net) 254012 1 1211 61 26 7 4 48 9 51 9 1 86 4 9422 9 APPLICATION OF FUNDS Net Fixed Assets Investments Net Current Assets Misc. Expenditure Accumulated Losses 26 6 8 02 3 72 2 7 9 23 2 2 77 5 NI L NI L
IV. PERFORMANCE OF THE COMPANY (AMOUNT IN RS. THOUSANDS) Turnover Total Expenditure 11 9 9 29 9 7 11 8 1 95 9 9 + – Profit/(Loss)Before Tax + – Profit/(Loss)After Tax 4 17 3 3 98 4 12 4 9 08 Earning Per Share (in Rs.) Dividend Rate % 4. 9 2 12 V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (AS PER MONETARY TERMS) Item Code No. (ITC Code) Product Description 7 3041 0.01 STEE L TUBES AND P IPE S
Item Code No. (ITC Code) Product Description 8 5390 0 L AMP S
Item Code No. (ITC Code) Product Description 7 2092 2 C OLD R OL L EDS TR I P S
As per our attached report of even date For SASTRY K. ANANDAM & CO. Chartered Accountants B. D. Agarwal B.B. Chadha Chairman and K. ANANDA SASTRY Managing Director G.S. Gupta Partner K.K. Narula Directors Membership No. 9980 J. P. Agarwal M.G. Bakre Place : New Delhi B. B. Singal Vice Chairman & Rajendra Arya Dated : June 29, 2005 Company Secretary Joint Managing Director Urmil Agrwal
35 Balance Sheet Abstract When the sun sets, Surya rises. SURYA ROSHNI LIMITED
INTEREST IN SUBSIDIARY COMPANIES Statement pursuant to section 212 of the Companies Act, 1956
1. Name of Subsidiary Companies Surya Roshni Inc. (New York) 2. Financial Year ending of the Subsidiary 31st March, 2005 3. Shares of the Subsidiary held by Surya Roshni Ltd. on the above date: (a) Number of Shares & face value 100 Common Stock of US$ 1000 each and 56 Common Stock of US$ 25000 each (b) Extent of Holding 100%
4. Net aggregate amount of Profit/(Loss) of the subsidiary so far as they concern members of Surya Roshni Ltd.: (a) Dealt with in the accounts of Surya NIL Roshni Ltd. for the year ended 31st March, 2005 (b) Not Dealt with in the accounts of (US$ 431,222) Surya Roshni Ltd. for the year ended 31st March, 2005 5. Net aggregate amount of Profit/(Loss) for the previous financial years of the Subsidiary since it became Subsidiary so far as they concern members of Surya Roshni Ltd.: (a) Dealt with in the accounts of Surya NIL Roshni Ltd. for the year ended 31st March, 2005 (b) Not Dealt with in the accounts of (US$ 173,281) Surya Roshni Ltd. for the year ended 31st March, 2005 6. Change of interest of Surya Roshni Not Applicable Ltd. in the Subsidiary between the end of the financial year of the Subsidiary and that of Surya Roshni Ltd. 7. Material changes between the end of Not Applicable the financial year of the Subsidiary and the end of the financial year of Surya Roshni Ltd. in respect of Subsidiary’s fixed assets, investments, lending and borrowing for the purpose other than meeting than current liabilities 8. Remarks NIL
B. D. Agarwal B.B. Chadha Chairman and Managing Director G.S. Gupta K.K. Narula Directors J. P. Agarwal M.G. Bakre Place : New Delhi B. B. Singal Vice Chairman & Rajendra Arya Dated : June 29, 2005 Company Secretary Joint Managing Director Urmil Agrwal
36 When the sun sets, Surya rises. Interest in Subsidiary Companies SURYA ROSHNI LIMITED
CASH FLOW STATEMENT This Year Previous Year (Rs.) (Rs.) (Rs.) (Rs.) A. CASH FLOW FROM OPERATING ACTIVITIES NET PROFIT BEFORE TAX 17,33,98,100 14‚57‚01‚739 ADJUSTMENT FOR : Depreciation 24,49,04,864 25‚96‚90‚673 Interest (Net) 24,49,88,767 26‚99‚47‚961 Loss/(Profit) on Sale of Fixed Assets 6,92,324 1,83,661 Rent Income (1,04,000) 49,04,81,955 (99,000) 52‚97‚23‚295 Operating Profit before working capital changes 66,38,80,055 67‚54‚25‚034 ADJUSTMENT FOR : Trade & Other Receivables 5,07,50,909 (18,21,97,867) Inventories (18,09,58,328) 14,19,576 Trade Payables (1,32,05,955) (14,34,13,374) 2‚68‚84‚854 (15,38,93,437) Cash Generated from Operations 52,04,66,681 52‚15‚31‚597 Income Tax Paid (4,76,68,134) (2,63,09,725) MAT Credit Utilised – (1,87,47,516) Interest Paid (10,52,48,229) (15,29,16,363) (8,82,24,874) (13,32,82,115) NET CASH FROM OPERATING ACTIVITIES 36,75,50,318 38‚82‚49‚483 B. CASH FLOW FROM INVESTING ACTIVITIES Sale/(Purchase) of Investments 2,32,230 25,87,429 Interest Received 6,02,419 5,31,290 Purchases of Fixed Assets (22,21,35,568) (7,21,49,669) Capital Work in Progress (9,91,64,160) (64,08,367) Sale/Adjustments of Fixed Assets 60,08,818 1,16,19,861 Rent Received 1,04,000 99,000 NET CASH USED IN INVESTING ACTIVITIES (31,43,52,261) (6,37,20,456) C. CASH FLOW FROM FINANCING ACTIVITIES Increase/(Decrease) Long Term Borrowings 8,08,08,330 (16,96,07,067) Increase/(Decrease) Short Term Borrowings 3,22,63,248 6,91,15,703 Issue/(Redemption) of Share Capital – (1,00,00,000) Interest on borrowings (14,03,42,957) (18,22,54,377) Dividend Paid (3,46,90,569) (3,04,60,167) NET CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES (6,19,61,948) (32,32,05,908) Net Increase/(decrease) in cash & cash equivalents (87,63,892) 13,23,119 Opening Cash & Cash equivalents 4,25,13,325 4‚11‚90‚206 Closing Cash & Cash equivalents 3,37,49,433 4‚25‚13‚325
B. D. Agarwal B.B. Chadha Chairman and G.S. Gupta Managing Director K.K. Narula Directors M.G. Bakre J. P. Agarwal Place : New Delhi B. B. Singal Vice Chairman & Rajendra Arya Dated : June 29, 2005 Company Secretary Joint Managing Director Urmil Agrwal
AUDITORS’ REPORT We have examined the above Cash Flow Statement of Surya Roshni Limited for the year ended 31st March, 2005 The Statement has been prepared by the Company in accordance with the requirements of listing agreement Clause 32 with Stock Exchanges and is based on and in agreement with the books and records of the Company and also the Profit and Loss Account and Balance Sheet of the Company covered by our report of even date to the members of the Company. For SASTRY K. ANANDAM & CO. CHARTERED ACCOUNTANTS Place : New Delhi K. ANANDA SASTRY Dated : June 29, 2005 Partner, F.C.A Membership No. 9980
37 Cash Flow Statement When the sun sets, Surya rises. SURYA ROSHNI INC. (NEW YORK)
DIRECTORS' REPORT 2004-2005 REPORT OF INDEPENDENT AUDITORS The Directors present this Report and the Financial Statement of the Company To The Board of Directors and Stockholders for the financial year ended 31st March, 2005 of Surya Roshni Inc. Operations We have audited the accompanying Balance Sheet of Surya Roshni Inc. (the The company was incorporated on December 7, 1999, in the state of New York, “Company”) as of March 31, 2005 and March 31, 2004 and the related statements under the name of Surya Roshni Ltd. and subsequently the name was changed to of Income and Expenditure, Retained Earnings and Cash Flows for the years then Surya Roshni Inc. The Company focuses on marketing and distribution of Energy ended. Saving Lamps for a wide variety of customers. These financial statements are the responsibility of the Company’s management. In the year under review, due to competition with other vendors, inadequate Our responsibility is to express an opinion on these financial statements based product range and lesser fund with the utility companies, the Company witnesses- on our audit. We conducted our audit in accordance with Generally Accepted lower sales $ 701,390 from last year $ 966,552 and suffered a loss of $ 431,222 Auditing Standards in the United States of America. Those standards require that against the previous year loss of $ 251,936 due to low margins and reduction in we plan and perform the audit to obtain reasonable assurance about whether the value of inventory. the financial statements are free of material misstatements. An audit includes Share Capital examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles The entire issued share capital of $ 1,500,000 is owned by the Surya Roshni used and significant estimates made by management, as well as evaluating the Limited (A Corporation of India) and the company is a Wholly Owned Subsidiary overall financial statement presentation. We believe our audit provides a of Holding Corporation. reasonable basis for our opinion. Auditors In our opinion, the financial statements referred to above present fairly, in all M/s Mahesh J Agashiwala, C.P.A.P.C. Certified Public Accountant the Auditors material respects, the financial position of Surya Roshni Inc as of March 31, of the company are eligible for re-appointment for the current financial year. 2005 and March 31, 2004 and the results of its operations and cash flows for the years then ended in conformity with Generally Accepted Accounting Principles On Behalf of the Board of Directors in the United States of America.
Basudev Agarwal New York, NY Mahesh J. Agashiwala Dated : May 09, 2005 Director - President & Secretary May 09, 2005 CPA P.C.
COMPARATIVE BALANCE SHEET AS AT 31ST MARCH, 2005 31.03.05 31.03.04 $ $ ASSETS CURRENT ASSETS : Cash & Bank Balance 131,563 151,673 Accounts Receivable - Trade (net) (Note 4) 139,965 673,548 Other Assets 4,560 11,849 Inventory (Note 3) 392,744 1,267,443 Advance : Surya Roshni Ltd. (Note 5) 325,000 – Total current assets 993,832 2,104,513 FIXED ASSETS : Office Equipment 8,400 8,400 Less : Accm Depreciation (4,431) (4,304) Total Fixed Assets 3,968 4,095 TOTAL ASSETS 997,801 2,108,608 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES : Accounts Payable - Misc. 5,523 654,751 Accrued Expenses 2,705 14,455 SBI - Line of Credit (Note 6) 94,000 110,000 Other Current Liabilities 75 2,683 Total current liabilities 102,303 781,889 EQUITY : (Note 7) Equity Capital - Common 1,500,000 1,500,000 RETAINED EARNINGS : Beginning of the Period (173,281) 78,655 Profit / (Loss) for Current Period (431,222) (251,936) Total Retained Earnings (604,503) (173,281) Total Stockholders' Equity 895,497 1,326,719 TOTAL LIABILITY & STOCKHOLDERS' EQUITY 997,801 2,108,608 (See accompanying notes to financial statements)
38 When the sun sets, Surya rises. SURYA ROSHNI INC. (NEW YORK)
COMPARATIVE INCOME STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2005 AND 2004 31.03.2005 31.03.2004 $ $ Sales 710,403 966,552 Less : Returns & Allowances (9,013) – Net Sales 701,390 966,552 Cost of sales (Schedule A) 951,554 (903,295) Total Cost of Sales 951,554 (903,295) Gross profit / (Loss) (250,164) 63,256 Operating expenses : (Schedule B) Selling, general and administrative expenses 201,445 (320,902) Other Income: Interest Income 7,534 2,120 Interest Tax Refund 12,853 – Income (Loss) before taxes (431,222) (255,526) Corporate Taxes – 3,590 Net Income (431,222) (251,936) (See accompanying notes to financial statements)
COMPARATIVE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH, 2005 AND 2004
31.03.2005 31.03.2004 Cash flows from operating activities : $ $ Net Income / (Loss) (431,222) (251,936) Adjustments to reconcile net profit to net cash provided (used in) by Operating activities : Depreciation for the Period 127 474 (Increase)/Decrease in Accounts Receivable 533,583 (332,100) (Increase)/Decrease in Inventory 874,699 (237,876) Decrease in Other Current Assets 7,289 64,289 Increase/(Decrease) in Current Liabilities (679,587) 461,100 Net cash provided by operating activities 736,111 (44,113) Cash Flow from Investing activities : (Increase)/Decrease in Furniture, Fixture & Equipment – (791) Loan to Surya Roshni Limited, India (325,000) – Cash Flow from Financing activities : Increase in Equity – – Net Increase/(decrease) in cash flow (20,111) (296,840) Cash at beginning of year 151,673 448,513 Cash at end of Period 131,563 151,673 (See accompanying notes to financial statements)
SCHEDULE OF COST OF SALES FOR THE YEAR ENDED MARCH 31, 2005 AND 2004 (SCHEDULE A) 31.03.2005 31.03.2004 $ $ Cost of Sales Inventory - beginning 1,267,443 1,029,567 Purchases – 1,029,155 Freight Charges 8,399 6,789 Discount – 138 Warranty Exp./Income – (30,401) Packing Materials 39,404 43,725 Warehousing 20,690 – Inventory Reduction – 91,765 Custom & Clearing Charges 8,363 – Total 1,344,298 2,170,738 Inventory - ending (392,744) (1,267,443) Cost of Sales 951,554 903,295 (See accompanying notes to financial statements)
39 When the sun sets, Surya rises. SURYA ROSHNI INC. (NEW YORK)
SCHEDULES OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED MARCH 31, 2005 AND 2004 (SCHEDULE B) 31.03.2005 31.03.2004 $ $ Advertisement – 5,810 Bad Debts 93,145 26,182 Bank Charges 453 884 Commission 41,455 – Company Guest House Expense – 2,700 Depreciation 127 474 Discount 3,463 – FUTA 56 262 Insurance 1,295 9,237 Interest 1,374 3,291 Miscellaneous Expenses 4,359 5,935 Payroll & Other Taxes 2,350 8,899 Postage 482 2,297 Professional Fees 12,200 17,180 Rent 10,230 19,305 Salary-Others 20,000 131,483 Selling & Distribution Expenses – 43,213 Stationery & Office Supplies 261 842 Telephone Expenses 2,023 6,692 Travel 7,415 34,849 Utilities 758 1,366 201,445 320,902 (See accompanying notes to financial statements)
COMPARATIVE STATEMENT OF RETAINED EARNINGS AS OF MARCH 31, 2005 AND 2004 31.03.2005 31.03.2004 RETAINED EARNINGS : $ $ Beginning Balance (173,281) 78,655 Net Profit / (Loss) for the Period (431,222) (251,936) Ending Balance (604,503) (173,281) (See accompanying notes to financial statements)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2005 NOTE 1 - ORGANIZATION Surya Roshni Inc. ("the Company") was incorporated under the laws of the state of New York on December 7, 1999, and also obtained certificate to do business in the States of California. The principal business of the Company is the marketing and distribution of light bulbs for a wide variety of customers. The Company is a wholly owned subsidiary of Surya Roshni Ltd. (India) which is incorporated in India. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Accounting is done on accrual basis. b. Inventory is valued at cost or market whichever is lower. NOTE 3 - INVENTORY The inventory of the Company is valued at $ 392,744 and it comprises of 226890 units of PMI-15W light bulbs valued at $ 158,823 (based on its net realizable value). The company has further reduced its valuation by $ 238,235 this year. NOTE 4 : ACCOUNTS RECEIVABLE Almost 70% of the Accounts Receivable are over 2 year past due. Management has booked bad debts of $ 84,160.00 in the current year and has made an additional provision of $ 25000 for this year. The management expects to realize the overdue acconts by instituting continuous follow up with the customers. NOTE 5 - LOANS AND ADVANCES The Company has advanced a loan of $ 325,000 to its parent company, Surya Roshni Limited, India @ 3.50% p.a. NOTE 6 : LINE OF CREDIT The cash and bank balance includes the Certificate of Deposit of $ 120,000. This Certificate of Deposit is held as a collateral against $ 94,000 Line of Credit from State Bank of India. The CD earns 1.5% interest whereas the Company pays 2% interest on the Line of Credit. NOTE 7 - EQUITY The Company is authorized to issue 200 shares @ No Par Value. Shares issued and outstanding as on March 31, 2005 was $ 1,500,000 (100 shares @ $1,000 per share and 56 shares @ $25,000 per share.)
40 When the sun sets, Surya rises. SURYA ROSHNI LIMITED
AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL auditors, whose reports have been furnished to us. and our opinion, insofar as it STATEMENTS relates to the amounts included in respect of the subsidiaries, is based solely on the report of the other auditors. The Board of Directors We report that the consolidated financial statements have been prepared by the Surya Roshni Limited Company in accordance with the requirements of Accounting Standard (AS) 21, New Delhi Consolidated Financial Statements, issued by the Institute of Chartered Accountants We have examined the attached Consolidated Balance Sheet of Surya Roshni of India and on the basis of the separate audited financial statements of Surya Roshni Limited and its subsidiaries as at March 31, 2005, the Consolidated Profit and Loss Limited and its subsidiaries included in the consolidated financial statements. Account and the Cash Flow Statement for the year then ended. On the basis of the information and explanations given to us and on the consideration These financial statements are the responsibility of the Company’s management. of the separate audit reports on individual audited financial statements of Surya Our responsibility- is to express an opinion on the financial statements based on our Roshni Limited and its subsidiaries. we are of the opinion that : audit. We have conducted our audit inaccordance with generally accepted auditing a) the Consolidated Balance Sheet gives a true and fair view of the consolidated state standards in India. These Standards require that we plan and perform the audit to of affairs of Surya Roshni Limited and its subsidiaries as at March 31, 2005; obtain reasonable assurance whether the financial statements are prepared, in all b) the Consolidated Profit and Loss Account gives a true and fair view of the material respects, in accordance with an identified financial reporting framework consolidated results of operations of Surya Roshni Limited and its subsidiaries for and are free of material misstatements. An audit includes, examining on a test basis, the year then ended ; and evidence supporting the amounts and disclosures in the financial statements. An c) the consolidated Cash Flow Statement gives a true and fair view of”the consolidated audit also includes assessing the accounting principles used and significant estimates Cash Flow of the Company and its subsidiaries for the year then ended. made by management, as well as evaluating the overall financial statements. We For SASTRY K. ANANDAM AND CO. believe that our audit provides a reasonable basis for our opinion. CHARTERED ACCOUNTANTS We did not audit the financial statements of subsidiaries, whose financial statements (K. ANANDA SASTRY) reflect total assets ofRs. 436.54 lakhs as atMarch 31,2005 andRs.921.83 lakhs as at Place : New Delhi PARTNER F.C.A. March 31,2004 and total revenues ofRs-315.78 lakhs and Rs.423.48 lakhs respectively Dated : 29th June, 2005 Membership No. 9980 for the years then ended. These financial statements have been audited by other CONSOLIDATED BALANCE SHEET Particulars Schedule As at As at No. 31st March, 2005 31st March, 2004 (Rs.) (Rs.) SOURCES OF FUNDS SHAREHOLDER’S FUND Share Capital 1 25‚40‚12‚500 25‚40‚12‚500 Reserve & Surplus 2 1‚08‚94‚27‚265 99‚96‚76‚527 LOAN FUNDS Secured Loans 3 2‚67‚44‚89‚264 2‚49‚78‚63‚806 Unsecured Loans 4 50‚49‚67‚630 58‚27‚40‚260 DEFERRED TAX LIABILITIES (NET) 49‚42‚28‚629 51‚24‚08‚617 TOTAL 5‚01‚71‚25‚288 4‚84‚67‚01‚710 APPLICATIONS OF FUNDS FIXED ASSETS : 5 Gross Block 5‚36‚80‚74‚924 5‚17‚15‚09‚122 Less : Depreciation 2‚81‚03‚72‚008 2‚58‚38‚29‚119 Net Block 2‚55‚77‚02‚916 2‚58‚76‚80‚003 Capital Work in Progress 11‚04‚94‚010 1‚13‚29‚850 INVESTMENTS 6 13‚67‚770 16‚00‚000 CURRENT ASSETS, LOANS & ADVANCES Inventories 7 1‚59‚77‚39‚136 1‚45‚50‚07‚697 Sundry Debtors 8 91‚09‚63‚937 96‚42‚16‚595 Cash & Bank Balances 9 3‚95‚05‚315 4‚91‚44‚088 Loans & Advances 10 16‚59‚38‚972 15‚94‚84‚732 2‚71‚41‚47‚360 2‚62‚78‚53‚112 LESS : CURRENT LIABILITIES & PROVISIONS Current Liabilities 11 30‚68‚99‚454 29‚71‚99‚276 Provisions 12 5‚96‚87‚313 8‚45‚61‚979 36‚65‚86‚768 38‚17‚61‚255 NET CURRENT ASSETS 2‚34‚75‚60‚592 2‚24‚60‚91‚857 TOTAL 5‚01‚71‚25‚288 4‚84‚67‚01‚710 Significant Accounting Policies and Notes on Accounts 21 The Schedules referred to above and notes on accounts thereon form an integral part of Balance Sheet. As per our attached report of even date
For SASTRY K. ANANDAM & CO. B.B. Chadha Chartered Accountants B. D. Agarwal Chairman and G.S. Gupta K. ANANDA SASTRY Managing Director K.K. Narula Directors Partner Membership No. 9980 M.G. Bakre J. P. Agarwal Rajendra Arya Place : New Delhi B. B. Singal Vice Chairman & Dated : June 29, 2005 Company Secretary Joint Managing Director Urmil Agrwal
41 Auditors' Report & Balance Sheet When the sun sets, Surya rises. SURYA ROSHNI LIMITED
CONSOLIDATED PROFIT & LOSS ACCOUNT Particulars Schedule Year Ended Year Ended No. 31st March, 2005 31st March, 2004 (Rs.) (Rs.)
INCOME Sales 13 12‚01‚67‚35‚445 9‚47‚93‚43‚557 Less : Internal consumption 65‚06‚15‚971 63‚52‚91‚855 11‚36‚61‚19‚474 8‚84‚40‚51‚702 Less : Excise duty recovered on sales 1‚15‚71‚18‚739 98‚62‚28‚706 10‚20‚90‚00‚735 7‚85‚78‚22‚996 Other Income 14 78‚39‚096 1‚27‚72‚581 Accretion/(Decretion) to Stock 15 8‚05‚36‚689 1‚87‚43‚101 TOTAL 10‚29‚73‚76‚520 7‚88‚93‚38‚678 EXPENDITURE Raw Material Consumed 7‚87‚72‚42‚105 5‚67‚81‚47‚708 Less : Internal Consumption 59‚56‚73‚478 58‚46‚54‚944 7‚28‚15‚68‚627 5‚09‚34‚92‚764 Purchase for Resale 22‚44‚11‚656 21‚39‚12‚903 Packing Material Consumed 16‚07‚14‚119 14‚74‚40‚506 Manufacturing Expenses 16 50‚59‚44‚683 46‚42‚96‚187 Employees Remuneration & Benefits 17 44‚94‚74‚662 40‚22‚36‚180 Selling Expenses 18 68‚11‚56‚274 59‚18‚33‚891 Interest 19 24‚56‚71‚117 27‚06‚61‚772 Other Expenses 20 34‚89‚92‚824 31‚12‚22‚300 Depreciation 5 24‚54‚11‚646 26‚02‚12‚735 Less: Transferred from Capital Reserve on Revaluation of Fixed Assets 5‚01‚226 5‚01‚340 24‚49‚10‚420 25‚97‚11‚395 TOTAL 10‚14‚28‚44‚382 7‚75‚48‚07‚897 PROFIT/(LOSS) BEFORE TAX FOR THE YEAR 15‚45‚32‚138 13‚45‚30‚781 Provision for Tax – Current 4‚76‚68‚134 2‚61‚52‚779 – Deferred 8,21,762 (5,51,937) PROFIT/(LOSS) AFTER TAX 10‚60‚42‚241 10‚89‚29‚940 Surplus brought forward from previous year 57‚23‚63‚695 52‚07‚00‚106 AVAILLABLE FOR APPROPRIATIONS Proposed Dividend – On Equity Shares 3‚04‚81‚500 3‚04‚81‚500 – On Preference Shares – 1‚99‚452 Tax on Dividend 43‚53‚650 39‚30‚997 Capital Redemption Reserve – 50‚00‚000 MAT Credit Utilised – 1‚87‚47‚516 Deferred Tax Revision (1,90,01,750) (1,10,98,745) Transfer to General Reserve 1‚00‚00‚000 1‚00‚00‚000 Balance carried to Balance Sheet 65‚25‚72‚535 57‚23‚69‚326 Earning per Equity Share (Basic & Diluted) 4.17 4.28 Significant Accounting Policies and Notes on Accounts 21
The Schedules referred to above and notes on accounts thereon form an integral part of Profit & Loss Account. As per our attached report of even date
For SASTRY K. ANANDAM & CO. Chartered Accountants B. D. Agarwal B.B. Chadha Chairman and G.S. Gupta K. ANANDA SASTRY Managing Director Partner K.K. Narula Directors Membership No. 9980 M.G. Bakre J. P. Agarwal Place : New Delhi B. B. Singal Vice Chairman & Rajendra Arya Dated : June 29, 2005 Company Secretary Joint Managing Director Urmil Agrwal
42 When the sun sets, Surya rises. Profit and Loss Account SURYA ROSHNI LIMITED
Schedules to the Consolidated Balance Sheet
SCHEDULE 1 As at As at 31st March, 2005 31st March, 2004 (Rs.) (Rs.) SHARE CAPITAL Authorised : 4,98,00,000 Equity Shares of Rs.10/- each 49‚80‚00‚000 49‚80‚00‚000 6,20,000 Preference Shares of Rs.100/- each 6‚20‚00‚000 6‚20‚00‚000 56‚00‚00‚000 56‚00‚00‚000 Issued, Subscribed and Paid up 2,54,01,250 Equity Shares of Rs. 10/- each fully paid up 25‚40‚12‚500 25‚40‚12‚500 (Of the above shares 3,00,000 Equity shares of Rs.10/- each allotted as fully paid up Bonus shares by capitalisation of General Reserve during 1980-81, 86,47,500 Equity shares of Rs.10/- each during 1994-95 and 22,38,750 Equity shares of Rs. 10/- each during 1995-96 by capitalisation of securities premium account.) Total 25‚40‚12‚500 25‚40‚12‚500
SCHEDULE 2 As at As at As at 31.03.2004 Addition Deduction 31.03.2005 31.03.2004 RESERVES AND SURPLUS Capital Reserve – Capital subsidy 50‚00‚000 – – 50‚00‚000 50‚00‚000 – on revaluation of Fixed Assets 1‚27‚24‚590 – 5,01,226 1‚22‚23‚364 1‚27‚24‚590 Capital Redemption Reserve 3‚00‚00‚000 – – 3‚00‚00‚000 3‚00‚00‚000 Securities Premium 22‚91‚29‚175 – – 22‚91‚29‚175 22‚91‚29‚175 General Reserve 15‚57‚88‚705 1‚00‚00‚000 – 16‚57‚88‚705 15‚57‚88‚705 Translation Reserve (53,35,269) 48,755 – (52,86,514) (53,35,269) 42‚73‚07‚201 1‚00‚48,755 5,01,226 43‚68‚54‚730 42‚73‚07‚201 Profit & Loss Account 65‚25‚72‚535 57‚23‚69‚326 1‚08‚94‚27‚265 99‚96‚76‚527
SCHEDULE 3 As at As at 31st March, 2005 31st March, 2004 (Rs.) (Rs.) SECURED LOANS Term Loans From Financial Institutions : 60‚96‚97‚221 59‚76‚21‚777 From Bank 79‚97‚29‚669 66‚74‚42‚903 Working Capital Loans from Banks 1‚26‚50‚62‚374 1‚23‚27‚99‚126 2‚67‚44‚89‚264 2‚49‚78‚63‚806
NOTES : 1) Term Loans from Banks and financial Institutions secured by deposit of title deeds relating to immovable assets of the company and further secured by execution of hypothecation of all company's movable assets. 2) Working Capital Loans from Banks are secured against hypothecation of present and future stock of raw material, stock in process, finished goods, spare and stores, book debts etc., guaranteed by two directors of the company and further secured by way of second charge on the company's Fixed Assets.
43 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
Schedules to the Consolidated Balance Sheet SCHEDULE 4 As at As at 31st March, 2005 31st March, 2004 (Rs.) (Rs.) UNSECURED LOANS Fixed deposits From Public 17‚34‚00‚000 22‚06‚07‚000 From Financial Institutions & Banks 20‚00‚00‚000 25‚00‚00‚000 Interest Free Sales Tax Loan 9‚76‚83‚622 7‚57‚89‚064 Trade Deposit & Others 3‚38‚84‚008 3‚63‚44‚196 Total 50‚49‚67‚630 58‚27‚40‚260
SCHEDULE 5 FIXED ASSETS (Amt. in Rs.)
PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK
Up To Additions Sales/ As at Up To For the Year Sales/ Up To As at As at 01.04.2004 Adjustments 31.3.2005 31.3.2004 ended 31.3.2005 Adjustments 31.3.2005 31.3.2005 31.3.2004 Land & Site Development 9‚70‚78‚041 – – 9‚70‚78‚041 –––– 9‚70‚78‚041 9‚70‚78‚041 Building 59‚27‚45‚507 22‚43‚884 5‚00‚000 59‚44‚89‚391 15‚32‚29‚954 1‚72‚30‚328 # 17,818 17‚04‚42‚464 42‚40‚46‚927 43‚95‚15‚553 Plant & Machinery 4‚32‚05‚44‚062 19‚13‚59‚994 $ 2‚00‚07‚937 $ 4‚49‚18‚96‚119 2‚33‚61‚76‚724 21‚48‚16‚303 # 1‚59‚73‚665 2‚53‚50‚19‚362 1‚95‚68‚76‚757 1‚98‚43‚67‚338 Furniture & Fixtures 2‚48‚14‚701 3‚97‚749 – 2‚52‚12‚450 1‚34‚40‚501 15‚63‚769 – 1‚50‚04‚270 1‚02‚08‚180 1‚13‚74‚200 Vehicles 5‚38‚80‚797 1‚28‚95‚427 48‚29‚524 6‚19‚46‚700 2‚40‚95‚948 52‚63‚433 26‚55‚290 2‚67‚04‚091 3‚52‚42‚609 2‚97‚84‚849 Office Equipments 5‚61‚41‚889 1‚35‚70‚919 2‚32‚578 6‚94‚80‚230 3‚76‚86‚757 49‚71‚641 2‚21‚984 4‚24‚36‚414 2‚70‚43‚816 1‚84‚55‚132 Airconditioners & Coolers 86‚76‚248 10‚69‚704 – 97‚45‚952 42‚12‚632 4‚23‚946 – 46‚36‚578 51‚09‚374 44‚63‚616 Miscellaneous Assets 25‚72‚312 5‚98‚164 – 31‚70‚476 9‚45‚217 1‚28‚047 – 10‚73‚264 20‚97‚212 16‚27‚095 Temporary Erections 1‚50‚55‚565 – – 1‚50‚55‚565 1‚40‚41‚386 10,14,179 – 1‚50‚55‚565 – 10,14,179 TOTAL 5‚17‚15‚09‚122 22‚21‚35‚841 2‚55‚70‚039 5‚36‚80‚74‚924 2‚58‚38‚29‚119 24‚54‚11‚646 1‚88‚68‚757 2‚81‚03‚72‚008 2‚55‚77‚02‚916 2‚58‚76‚80‚003 Previous Year 5‚11‚68‚76‚518 7‚21‚55‚583 1‚75‚22‚979 5‚17‚15‚09‚122 2‚32‚93‚50‚227 26‚02‚12‚735 57‚33‚843 2‚58‚38‚29‚119 2‚58‚76‚80‚003 2‚78‚75‚26‚291 $ Includes adjustments for change in rate of exchange as on 31/03/2005 Rs. Nil (Previous year Rs. (60,82,284/-)) # Includes depreciation on revalued cost of assets amounting to Rs. 5,01,226/- (Previous Year Rs. 5,01,340/-)
SCHEDULE 6 As at As at 31st March, 2005 31st March, 2004 (Rs.) (Rs.) INVESTMENTS (AT COST) NON TRADE Quoted 943 (Previous Year Nil)Equity Share of Rs.10/- each issued at a premium of 3,67,770 – Rs. 380/- each, fully paid up in Punjab National Bank (PNB) Unquoted 200 (Previous year 200) IDBI Growing Interest 10,00,000 10‚00‚000 Bond (2002A) of Rs. 5000/- each Nil (Previous year 50000) shares of Rs.10/- each – 6‚00‚000 issued at a premium of Rs. 2/- each, fully paid up in Lord Krishna Bank Ltd. Total 13,67,770 16‚00‚000 Book Value of Quoted Investments Rs. 3,67,770 (Previous Year Rs. Nil) Market Value of Quoted Investments Rs. 3,70,929.05 (Previous Year Rs. Nil)
44 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
Schedules to the Consolidated Balance Sheet As at As at 31st March, 2005 31st March, 2004 (Rs.) (Rs.) SCHEDULE 7 STOCK (as certified by the Management) Stores and spare parts ,etc (at cost on FIFO Basis) 14‚86‚16‚258 12‚80‚23‚309 Raw Materials (at cost on FIFO basis) 43‚72‚84‚788 39‚57‚24‚179 Scrap and salvage (at market value) 1‚80‚38‚777 88‚82‚561 Semi -finished goods (at cost or net realisable value, whichever is less) 20‚64‚38‚466 14‚80‚27‚134 Finished goods (at cost or net realisable value, whichever is less) 78‚73‚60‚847 77‚43‚50‚514 Total 1‚59‚77‚39‚136 1‚45‚50‚07‚697
SCHEDULE 8 SUNDRY DEBTORS (unsecured, considered good)
Debts outstanding for a period exceeding six months 1‚42‚78‚533 1‚52‚31‚520 Other debts 89‚66‚85‚404 94‚89‚85‚075 Total 91‚09‚63‚937 96‚42‚16‚595
SCHEDULE 9 CASH AND BANK BALANCE Cash on hand 28‚47‚336 35‚30‚661 Cheques/Drafts/TTs in hand/ in transit 1‚70‚54‚010 2‚39‚31‚405 Balance With Scheduled Banks in : – Current Account 82‚40‚867 1‚32‚59‚672 – Fixed Deposits 91‚54‚814 64‚56‚397 – Unpaid Dividend Accounts 22‚08‚288 19‚65‚953 3‚95‚05‚315 4‚91‚44‚088
SCHEDULE 10 LOANS AND ADVANCES (Unsecured, considered good) Advances recoverable in cash or in kind or for value to be received 14‚48‚13‚704 14‚27‚35‚608 Security Deposits 1‚69‚59‚673 1‚46‚42‚637 Earnest Money Deposits 29‚51‚100 21‚06‚487 Claims Recoverable/Receivable 12,14,495 – Total 16‚59‚38‚972 15‚94‚84‚732
SCHEDULE 11 CURRENT LIABILITIES Sundry Creditors – Due to SSI 92‚64‚896 82‚07‚521 – Others 16‚17‚33‚876 14‚89‚15‚221 Other Liabilities 12‚66‚68‚554 12‚72‚86‚983 Interest accrued but not due 92‚32‚128 1‚27‚89‚550 Total 30‚68‚99‚454 29‚71‚99‚276
SCHEDULE 12 PROVISIONS Proposed Dividend – On Preference Share – 1‚99‚452 – On Equity Share 3‚04‚81‚500 3‚04‚81‚500 Tax on Dividend 42‚75‚030 39‚30‚997 Provision for gratuity 1‚58‚16‚240 4‚19‚69‚584 Provision for Leave Encashment 91‚14‚543 79‚80‚446 5‚96‚87‚313 8‚45‚61‚979
45 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
Schedules to the Consolidated Profit and Loss Account
For the Year ended For the Year ended 31st March, 2005 31st March, 2004 (Rs.) (Rs.) SCHEDULE 13 SALES Inland (net of return) 10‚58‚62‚51‚827 8‚68‚42‚82‚091 Export* 1‚43‚04‚83‚618 79‚50‚61‚466 12‚01‚67‚35‚445 9‚47‚93‚43‚557 Less : Internal consumptions of components 65‚06‚15‚971 63‚52‚91‚855 Total 11‚36‚61‚19‚474 8‚84‚40‚51‚702 * Export Includes Export Benefits of DEPB credits on Post Export basis of Rs. 9,81,73,775 (Prev. Year Rs. 8,72,03,419) and Rs. 12,65,900 (Prev. Year 4,04,64,273) to Surya Roshni Inc., a wholly owned subsidiary
SCHEDULE 14 OTHER INCOME Rent 1‚04‚000 99‚000 Interest (TDS Rs. 1,16,884) 14‚94‚350 6‚23‚971 Others 35‚01‚459 71‚92‚138 Insurance claims 1‚95‚180 4‚66‚982 Income from Investment (Non-Trade) 1‚04‚760 1‚91‚392 Foreign Exchang fluctuation 8‚21‚618 37‚96‚086 Profit on Sale of Fixed Assets 15‚67‚729 4‚03‚012 Profit on Sale of Investments 50,000 – 78‚39‚096 1‚27‚72‚581
SCHEDULE 15 ACCRETION/(DECRETION) TO STOCK Stock as at 1st April Finished Goods 77‚43‚91‚706 77‚94‚50‚206 Semi Finished Goods 14‚80‚27‚134 12‚32‚08‚831 Scrap 88‚82‚561 98‚58‚071 93‚13‚01‚401 91‚25‚17‚108 Stock as at 31st March Finished Goods 78‚73‚60‚847 77‚43‚50‚514 Semi Finished Goods 20‚64‚38‚466 14‚80‚27‚134 Scrap 1‚80‚38‚777 88‚82‚561 1‚01‚18‚38‚090 93‚12‚60‚209 Accretion/(Decretion) to Stock 8‚05‚36‚689 1‚87‚43‚101
SCHEDULE 16 MANUFACTURING EXPENSES Stores and spares consumed 14‚52‚95‚807 12‚26‚47‚736 Power and fuel 26‚99‚40‚228 26‚31‚37‚284 Water charges 21‚85‚925 19‚68‚663 Repairs to: Machinery 2‚67‚98‚402 2‚65‚54‚488 Building 1‚04‚97‚728 64‚74‚655 Others 25‚17‚978 28‚61‚650 3‚98‚14‚108 3‚58‚90‚793 Miscellaneous manufacturing expenses 3‚97‚32‚599 4‚97‚82‚316 Excise Duty 89,76,016 (91,30,605) Total 50‚59‚44‚683 46‚42‚96‚187
SCHEDULE 17 EMPLOYEES REMUNERATION AND BENEFITS Salaries,wages and allowances including bonus and gratuity 38‚66‚32‚034 34‚77‚70,555 Employers contribution to PF, ESI and administrative charges 3‚24‚62‚583 2‚87‚71‚442 Staff Welfare Expenses 2‚34‚38‚542 2‚06‚74‚296 Remuneration to Managerial Personnel 53‚70‚000 38‚07‚000 Staff Recruitment and Training Expenses 15‚71‚503 12‚12‚887 Total 44‚94‚74‚662 40‚22‚36,180
SCHEDULE 18 SELLING EXPENSES Carriage Outward 32‚31‚73‚447 26‚12‚66‚524 Commission\Service Charges on sale 4‚97‚14‚596 3‚44‚51‚857 Discounts 19‚51‚72‚971 18‚45‚46‚693 Advertisement 3‚25‚54‚472 2‚72‚29‚214 Claims for defective 2‚40‚11‚820 2‚34‚06‚489 Others 5‚65‚28‚968 6‚09‚33‚114 Total 68‚11‚56‚274 59‚18‚33‚891
46 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
Schedules to the Consolidated Profit and Loss Account
For the Year ended For the Year ended 31st March, 2005 31st March, 2004 (Rs.) (Rs.) SCHEDULE 19 INTEREST Interest on Debentures – 1‚20‚22‚579 TermLoans and Fixed Deposits 14‚03‚42‚957 17‚02‚31‚798 Other Interest & Financial Charges 10‚53‚28‚160 8‚84‚07‚395 Total 24‚56‚71‚117 27‚06‚61,772
SCHEDULE 20 OTHER EXPENSES Rent 1‚14‚95‚686 1‚20‚92‚786 Insurance 78‚47‚663 89‚19‚305 Rates & Taxes 8‚84‚476 9‚31‚229 Postage, Telegraph,Telephone and Telex 1‚43‚34‚644 1‚33‚16‚972 Printing and Stationery 61‚31‚135 44‚99‚682 Travelling & Conveyance 4‚36‚36‚954 3‚86‚11‚623 Cost Auditors’Remuneration : – Fee 1‚23‚000 1‚21‚680 – Expenses 17‚803 41‚400 Internal Auditors’ Remuneration & Expenses – 4‚991 Miscellaneous Expenses 5‚04‚67‚770 4‚56‚58‚571 Loss on sale of fixed assets 22‚60‚053 5‚86‚673 Loss on sale of Investments * – 2‚39‚300 Sales Tax Paid 20‚83‚66‚147 18‚43‚11‚601 34‚55‚65‚330 30‚93‚35‚813 Directors’ Expenses Sitting Fees 5‚85‚000 2‚93‚500 Travelling & Conveyance 17‚10‚503 4‚16‚011 Meeting Expenses 21‚821 37‚346 Foreign Travelling 4‚48‚631 5‚32‚607 27‚65‚955 12‚79‚464 Statutory Auditors’ Remuneration Statutory Audit Fees 3‚75‚000 3‚63‚960 Income Tax Audit Fees 1‚00‚000 95‚040 Auditors’ Expenses 31‚127 28‚467 Management Fees for certificates/reports 1‚55‚412 1‚19‚556 6‚61‚539 6‚07‚023 Total 34‚89‚92‚824 31‚12‚22‚300 * includes Current Year NIL( Previous Year Rs. 2,55,612) loss on sale of investment due to winding up of Surya Roshni (HK) Ltd., a wholly owned subsidiary SCHEDULE 21 A. SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. General Surya Roshni Limited was incorporated in India and operates as a Holding Company for other group companies. 2. Principles and Basis of preparation of Financial Statements The consolidated financial statements have been prepared in accordance with Accounting Standards (AS 21) Consolidated Financial Statements The consolidated financial statements comprise the financial statements of the parent company and its subsidiaries. The following group companies considered for consolidation. Sl. Name of the Subsidiary Company Country of Extent of Holding (%) Conversion Rate No. Incorporation as on March 31, 2005 This Year Previous Year 1. Surya Roshni Inc. USA 100.00 US$ Rs. 43.75 US$ Rs. 43.7175 The consolidated financial statements are prepared on historical cost convention using accounting policies of the parent company unless otherwise stated. Inter Company balances and transactions have been eliminated in the consolidation. 3. Fixed Assets Fixed Assets are stated at cost net of CENVAT and includes amounts added on revaluation, less accumulated depreciation. All costs, including interest on borrowings attributable to acquisition of Fixed Assets upto the date of commissioning of the assets are capitalised. 4. Depreciation (i) Depreciation on fixed assets for the parent company is provided on straight line method as per the provisions of Sec. 205(2) of the Companies Act, 1956 and for the subsidiaries, the basis of depreciation rates prescribed under respective domestic laws. (ii) Depreciation on addition is being provided on pro rata basis from the date of such additions. (iii) Depreciation on assets sold, discarded or demolished during the year is being provided at their rates up to the date in which such assets are sold, discarded or demolished. (iv) Depreciation on additions on account of increase in rupee value due to revaluation of foreign currency loan is being provided at respective rates of depreciation of related assets. 5. Foreign Currency Translations The Monetary items denominated in foreign currency have been translated at the exchange rate prevailing on the last day of the accounting year and the resultant difference is carried as translation reserve under "Reserves and Surplus".
47 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
6. Investments The investments are valued at cost of acquisition 7. Gratuity and Leave Encashment The Provision for Gratuity and Leave Encashment are made as per actuarial valuation basis as at the end of the financial year. However the Parent Company has covered its Gratuity liabilities with Life Insurance Corporation of India (LIC) by forming a Gratuity Trust and the liabilities paid to LIC is debited to Gratuity provisions. 8. Insurance Claims Insurance claims are accounted for on settlement of claims. 9. Inventories (i) Raw material, Stores & Spares are valued at cost. Cost calculated on FIFO basis. (ii) Finished Goods are valued at cost. Cost includes direct cost and appropriate portion of overheads. (iii) Semi-finished goods are valued at cost or net realisable value whichever is lower. (iv) Scrap and Salvage is valued at market price. (v) The closing stock constituting duty-free imports consequent to utilisation of DEPB credit is valued at the actual cost of purchase including such foregone import duty. 10. Share Capital Authorised 4,98,00,000 Equity Shares of Rs.10/- each 49‚80‚00‚000 6,20,000 Preference Shares of Rs.100/- each 6‚20‚00‚000 56‚00‚00‚000 Issued, Subscribed and Paid up 2,54,01,250 Equity Shares of Rs. 10/- each fully paid up 25‚40‚12‚500 (Of the above shares 3,00,000 Equity shares of Rs.10/- each allotted as fully paid up Bonus shares by capitalisation of General Reserve during 1980-81, 86,47,500 Equity shares of Rs.10/- each during 1994-95 and 22,38,750 Equity shares of Rs. 10/- each during 1995-96 by capitalisation of securities premium account.) Total 25‚40‚12‚500
11. Deferred Tax As per Accounting Standard (AS - 22) on accounting for Taxes on income issued by the Institute of Chartered Accountants of India, the deferred tax liability as on 31st March, 2005 comprises of the following : Particulars As on 31st March, 2005 As on 31st March, 2004 (a) Deferred Tax Liability 1. Related to Fixed Assets (50,26,20,330) (53,03,28,190) (b) Deferred Tax Assets 1. Gratuity 53,23,746 1,50,56,588 2. Leave Encashment 30,67,955 28,62,985 Net Deferred Tax Assets/(Liabilities) (49,42,28,629) (51,24,08,617) The deferred tax liability upto 31st March, 2004 was measured as per the Income Tax rates Enacted on the Balance Sheet date. The same has been revised to Rs.49,34,06,867/- and the difference of Rs.1,90,01,750/- has been credited to the Profit and Loss Appropriation Account.
12. Segment Information for the year ended 31st March, 2005 and 31st March, 2004 The company has identified the following two Primary Business Segments : 1. Steel - Engaged in the production of Steel Tubes & Pipes and Cold Rolled Strips 2. Lighting - Engaged mainly in the manufacture of different varieties of Lamps Secondary Segment reporting has been performed on the basis of Geographical Locations. Primary Business Segments Particulars Lighting Cons. Steel Total Cons. REVENUE External Sales 2,91,61,84,948 8,44,99,34,526 11,36,61,19,474 2,85,55,75,960 5,98,84,75,742 8,84,40,51,702 Inter-segment Sales ––– ––– Total 2,91,61,84,948 8,44,99,34,526 11,36,61,19,474 2,85,55,75,960 5,98,84,75,742 8,84,40,51,702 RESULT Segment Result 18,89,68,230 20,33,95,929 39,23,64,159 (Profit(+)/Loss(-) before tax & interest) 20,81,09,457 18,43,10,515 39,24,19,972 Unallocable Corporate Expenditure – – Operating Profit 39,23,64,159 39,24,19,972 Interest Expenses 24,56,71,117 27,06,61,772 Other Income 78,39,096 1,27,72,581
48 When the sun sets, Surya rises. Schedules SURYA ROSHNI LIMITED
Particulars Lighting Cons. Steel Total Cons. Income Tax 4,84,89,896 2,56,00,842 Profit from ordinary activities 10,60,42,241 10,89,29,939 Net Profit after Tax 10,60,42,241 10,89,29,939 Other Information Segment Assets Net Block 1,71,37,65,972 84,39,36,944 2,55,77,02,916 1,78,64,57,712 80,12,22,291 2,58,76,80,003 Capital Work-in-Progress 10,42,00,230 62,93,780 11,04,94,010 20,99,502 92,30,348 1,13,29,850 Investment 6,84,470 6,83,300 13,67,770 5,00,000 11,00,000 16,00,000 Current Assets, Loans and Advances 1,06,05,63,774 1,65,35,83,586 2,71,41,47,360 1,14,02,31,063 1,48,76,22,050 2,62,78,53,113 Total Segment Assets 2,87,92,14,446 2,50,44,97,610 5,38,37,12,056 2,92,92,88,277 2,29,91,74,689 5,22,84,62,966 Unallocated Corporate Assets – – Total Assets 5,38,37,12,056 5,22,84,62,966 Segment Liabilities Loan Fund 1,69,91,98,791 1,48,02,58,103 3,17,94,56,894 1,75,82,36,165 1,32,23,67,902 3,08,06,04,067 Current Liabilities & Provisions 20,11,35,514 16,54,51,254 36,65,86,768 19,57,33,946 18,60,27,309 38,17,61,255 Total Segment Liabilities 1,90,03,34,305 1,64,57,09,357 3,54,60,43,662 1,95,39,70,111 1,50,83,95,211 3,46,23,65,322 Unallocated Corporate Liabilities 49,42,28,629 51,24,08,617 Total Liabilities 4,04,02,72,291 3,97,47,73,939 Capital Employed 1,34,34,39,765 1,25,36,89,027 Capital expenditure 32,13,00,001 14,83,68,126 Depreciation 17,44,93,136 7,04,17,284 24,49,10,420 18,97,51,173 6,99,60,222 25,97,11,395 Non-cash expenses other than Depreciation ––– ––– Geographic Segment India 10,00,31,23,818 8,09,39,38,418 Outside India 1,36,29,95,656 75,01,13,284 15. Earning per share (Basic and Diluted) Particular This Year (Rs.) Previous Year (Rs.) Profit after Tax 10,60,42,241 10,89,29,940 less : Preference Dividend including dividend tax Nil 2,25,007 Profit for Equity Shareholders 10,60,42,241 10,87,04,933 Number of Equity Shares 2,54,01,250 2,54,01,250 (Face Value Rs. 10/- each) EPS (Rs.) 4.17 4.28 14. Related party disclosure Related party disclosures as required under Accounting Standard on “Related Party Disclosures” issued by the Institute of Chartered Accountants of India are given hereunder : A. Relationship : i) Key Management Personnel – Sh. B.D. Agarwal – Sh. J.P.Agarwal ii) Relatives of the Key Management Personnel Relation Sh. B.D.Agarwal Sh. J.P.Agarwal Spouse Smt. Ganga Devi Agarwal Smt. Urmil Agarwal Son(s) Sh. V.P.Agarwal & Sh. J.P. Agarwal Sh. Vinay Surya Daughter(s) Smt. Sudha Gupta Smt. Padmini & Smt. Bharti Brother(s) Sh. Ruli Ram, Sh. Babu Ram & Sh. Ram Bilas Sh. V P Agarwal Sister(s) Smt. Bimla, Smt. Rajesh & Smt. Parvati Smt. Sudha Gupta Mother Deceased Smt. Ganga Devi Agarwal Father Deceased Sh. B.D.Agarwal iii) Entities over which the key management personnel are able to exercise significant influence – Surya Global Limited – Prakash Industries Limited
49 Schedules When the sun sets, Surya rises. SURYA ROSHNI LIMITED
B. Transactions carried out with the related parties in the ordinary course of business : i) Key Management Personnel & their Relatives : Remuneration for the year 2004-2005 : – Sh. B.D.Agarwal (Chairman & Managing Director) Rs. 31,50,000 – Sh. J.P.Agarwal (Vice-Chairman & Jt. Managing Director) Rs. 22,20,000 – Sh. Vinay Surya (Chief Operating Officer – Export) Rs. 4,92,000 Sitting Fees for the year 2004-2005 Smt. Urmil Agarwal (Director) Rs. 37,500/- CONSOLIDATED CASH FLOW STATEMENT This year Previous Year
(Rs.) (Rs.) (Rs.) (Rs.)
A. CASH FLOW FROM OPERATING ACTIVITIES NET PROFIT BEFORE TAX 15‚45‚32‚138 13‚45‚30‚781 ADJUSTMENT FOR : Depreciation 24‚49‚10‚420 25‚97‚11‚395 Interest (Net) 24‚41‚76‚767 27‚00‚37‚800 Loss/(Profit) on Sale of Fixed Assets 6,92,324 1,83,661 Rent Income (1,04,000) 48‚96‚75‚511 (99,000) 52‚98‚33‚857 Operating Profit before working capital changes 64‚42‚07‚649 66‚43‚64‚638 Adjustment for : Trade & Other Receivables 4‚67‚98‚419 (16,76,07,425) Inventories (14,27,31,439) (51,00,874) Trade Payables (1,53,19,069) (11,12,52,089) 2‚10‚87‚848 (15,16,20,451) Cash Generated from Operations 53‚29‚55‚560 51‚27‚44‚187 Income Tax Paid (4,76,68,134) (2,61,52,779) MAT Credit Utilised – (1,87,47,516) Exchange Difference on translation of foreign currency 43,122 (57,08,346) Interest Paid (10,53,28,160) (15,29,53,172) (8,84,07,395) (13,90,16,036) NET CASH FROM OPERATING ACTIVITIES 38‚00‚02‚387 37‚37‚28‚151 B. CASH FLOW FROM INVESTING ACTIVITIES Sale/(Purchase) of Investments 2‚32‚230 19‚89‚000 Interest Received 14‚94‚350 6,23,971 Purchases of Fixed Assets (22,21,35,841) (7,21,55,583) Capital Work in Progress (9,91,64,160) (64,08,367) Sale/Adjustments of Fixed Assets 60‚08‚958 1‚16‚05‚475 Rent Received 1,04,000 99,000 NET CASH USED IN INVESTING ACTIVITIES (31,34,60,463) (6,42,46,504) C. CASH FLOW FROM FINANCING ACTIVITIES Increase/(Decrease) Long Term Borrowings 6‚65‚89‚580 (16,96,07,067) Increase/(Decrease) Short Term Borrowings 3‚22‚63‚248 6‚91‚15‚703 Issue/(Redemption) of Share Capital – (1,00,00,000) Interest on borrowings (14,03,42,957) (18,22,54,377) Dividend Paid (3,46,90,569) (3,04,60,167) NET CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES (7,61,80,698) (32,32,05,908) Net Increase/(decrease) in cash & cash equivalents (96,38,773) (1,37,24,261) Opening Cash & Cash equivalents 4‚91‚44‚088 6‚28‚68‚349 Closing Cash & Cash equivalents 3‚95‚05‚315 4‚91‚44‚088
B.B. Chadha B. D. Agarwal G.S. Gupta Chairman and Managing Director K.K. Narula Directors M.G. Bakre J. P. Agarwal Place : New Delhi B. B. Singal Vice Chairman & Rajendra Arya Dated : June 29, 2005 Company Secretary Joint Managing Director Urmil Agrwal
AUDITORS’ REPORT We have examined the above Consolidated Cash Flow Statement compiled from the consolidated audited financial statements of Surya Roshni Limited for the year ended March 31,2005, reported by us on 29th June ,2005 and found the same to be drawn in accordance therewith
For SASTRY K. ANANDAM & CO. CHARTERED ACCOUNTANTS K. ANANDA SASTRY Place : New Delhi Partner, F.C.A Dated : June 29, 2005 Membership No. 9980
Cash Flow Statement 50 When the sun sets, Surya rises. NOTES
51 NOTES
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