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Sundaram-Clayton Limited Yton Limited Sundaram-Clayton Limited Board of Directors Auditors Factory SUNDARAM & SRINIVASAN Chennai VENU SRINIVASAN Chartered Accountants Padi, Chennai - 600 050 Managing Director New No.4 (Old No.23), Tel. : 044 - 2625 8212 SURESH KRISHNA Sir C P Ramaswamy Road Fax : 044 - 2625 7177 Alwarpet, Chennai - 600 018. K. MAHESH Mahindra World City Listing of shares with Plot No. AA8, Central Avenue, GOPAL SRINIVASAN Madras Stock Exchange Limited Auto Ancilliary SEZ, T.K. BALAJI National Stock Exchange of India Limited Kancheepuram - 603 002 Tel : 044 - 4749 0049 VICE ADMIRAL P.J. JACOB (Retd.) Bombay Stock Exchange Limited Registered Office Hosur SURESH KUMAR SHARMA Hosur - Thally Road “Jayalakshmi Estates” S. SANTHANAKRISHNAN Belagondapalli 29 (Old No.8) Haddows Road Hosur - 635 114 V. SUBRAMANIAN Chennai - 600 006 Tel. : 04347 - 233 445 Tel. : 044 - 2827 2233 Fax : 04347 - 233 014 Fax : 044 - 2825 7121 Executive Director H. LAKSHMANAN Share Transfer Department Website : www.sundaramclayton.com New No. 22 (Old No. 31), President & Chief Executive Officer Railway Colony 3rd Street, - Automotive Products Division Mehta Nagar, Chennai - 600 029 Tel. : 044 - 2374 1889 C.N. PRASAD 044 - 2374 2939 Fax : 044 - 2374 1889 President - Die-casting division E-mail : [email protected] P.H. NARAYANAN [email protected] [email protected] Executive Vice President - [email protected] Finance & Secretary V.N. VENKATANATHAN CONTENTS Page No. Audit Committee VICE ADMIRAL P.J. JACOB (Retd.) Financial Highlights 2 Chairman Directors’ Report to the shareholders 3 T.K. BALAJI V. SUBRAMANIAN Report on Corporate Governance 13 Auditors’ Report to the shareholders 23 Investors’ Grievance Committee Balance Sheet 26 SURESH KRISHNA Chairman Profit and Loss Account 27 VENU SRINIVASAN Schedules 28 K. MAHESH T.K. BALAJI Notes on Accounts 35 Bankers Cash Flow Statement 52 STATE BANK OF INDIA Statement under Section 212 of the Companies Act, 1956 54 Corporate Accounts Group Branch Greams Dugar General Business Profile 55 Greams Road Auditors’ Report on Consolidated Accounts 57 Chennai - 600 006 Consolidated Accounts 58 STATE BANK OF MYSORE Financial information of subsidiaries as per Section 212(8) 72 Industrial Finance Branch of the Companies Act, 1956. Chennai - 600 006 1 01 SCL09.p65 1 9/8/2009, 4:23 AM Sundaram-Clayton Limited FINANCIAL HIGHLIGHTS INCLUDING SELECTED INDICATORS AND RATIOS Rupees in crores Year ended 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Profit and Loss Account Sales 231.8 240.6 246.8 299.1 417.4 536.3 629.3 816.2 426.9 492.4 Other income 14.6 14.6 18.3 24.2 28.4 32.5 45.3 48.6 34.5 36.3 Total income 246.4 255.2 265.1 323.3 445.8 568.8 674.6 864.8 461.4 528.7 Gross profit before interest, depreciation and tax (EBITDA) 38.9 34.9 41.5 59.0 82.1 101.6 141.1 176.1 73.9 60.1 Depreciation 8.0 9.5 10.9 12.0 15.3 21.4 26.9 32.8 27.7 31.0 Profit before interest & tax 30.9 25.4 30.6 47.0 66.8 80.2 114.2 143.3 46.2 29.1 Interest 0.6 1.5 1.3 (1.3) 0.5 3.8 7.9 15.2 10.8 22.1 Profit before tax 30.3 23.9 29.3 48.3 66.3 76.4 106.3 128.1 35.4 7.0 Profit after tax 22.7 17.7 21.9 36.1 46.0 53.4 75.3 91.6 23.9 6.3 Balance Sheet Net fixed assets 85.1 96.2 99.6 124.8 183.8 275.1 302.5 326.4 240.2 304.3 Investments 43.0 43.0 48.3 43.2 55.0 57.1 71.0 82.3 69.4 67.3 Net current assets 44.7 46.2 24.5 28.1 23.3 30.4 77.4 170.6 213.7 219.0 Total 172.8 185.4 172.4 196.1 262.1 362.6 450.9 579.3 523.3 590.6 Share capital 18.9 18.9 18.9 18.9 18.9 18.9 18.9 18.9 9.5# 9.5 Reserves & surplus 122.6 134.0 135.5 158.2 187.1 221.1 270.5 325.2 226.6 221.9 Networth 141.5 152.9 154.4 177.1 206.0 240.0 289.4 344.1 236.1 231.4 Loan funds 31.3 32.5 9.6 8.9 44.8 109.2 146.1 215.8 267.4 339.3 Deferred taxation (net) - - 8.4 10.1 11.3 13.4 15.4 19.4 19.8 19.9 Total 172.8 185.4 172.4 196.1 262.1 362.6 450.9 579.3 523.3 590.6 Earnings per share (Rs.) 11.95 9.36 11.52 19.00 24.25 28.16 39.26 48.06 12.61 3.34 Dividend per share (Rs.) 3.50 3.00 6.00 6.50 8.00 9.00 12.00 17.00 8.75 2.00 Book value per share (Rs.) 74.59 80.63 81.41 93.40 108.63 126.53 152.57 181.41 127.48 122.00 Return on capital employed (ROCE) % 19.9 14.2 17.1 25.5 29.2 25.7 28.1 27.8 8.3 5.2 Return on networth (RONW) % 16.9 12.1 14.2 21.7 24.0 23.9 28.5 28.9 8.2 2.7 Fixed assets turnover (no. of times) 3.1 2.7 2.5 2.7 2.7 2.3 2.2 2.6 1.5 1.8 Working capital turnover (no. of times) 6.2 5.3 7.0 11.4 16.2 20.0 11.7 6.6 2.2 2.3 EBITDA as % of sales 16.8 14.5 16.8 19.7 19.7 18.9 22.4 21.6 17.3 12.2 EBITDA as % of total income 15.8 13.7 15.7 18.3 18.4 17.9 20.9 20.4 16.0 11.4 Net profit as % of total income 9.2 7.0 8.2 11.2 10.3 9.4 11.2 10.6 5.2 1.2 ROCE is profit before interest and taxation divided by average networth plus loan funds. RONW is profit after tax divided by average networth. Fixed assets turnover is sales divided by average net fixed assets as at the end of the year. Working capital turnover is sales divided by average net current assets as at the end of the year. # During 2007-08, the face value of share has been reduced from Rs. 10 to Rs. 5 per share in view of de-merger of brakes division of the Company. Figures from 2007-08 are not comparable with that of previous years’ in view of de-merger of the brakes division of the Company. 2 01 SCL09.p65 2 9/8/2009, 4:23 AM Sundaram-Clayton Limited Regd. Office : "Jayalakshmi Estates" 29 (Old No. 8), Haddows Road, Chennai - 600 006. Notice to the Shareholders NOTICE is hereby given that the forty-seventh annual general meeting of SPECIAL BUSINESS the Company will be held at ‘Sathguru Gnanananda Hall’, Naradha Gana 6. To consider and if thought fit, to pass with or without Sabha Trust No.314 T.T.K Road, Chennai 600 018 on Tuesday, the modification, the following resolution as an ordinary th 29 September 2009 at 10.35 a.m. to transact the following business: resolution: RESOLVED THAT Mr Suresh Kumar Sharma be and is hereby ORDINARY BUSINESS appointed as a director of the Company, liable to retire by 1. To consider and if thought fit, to pass with or without rotation. modification, the following resolution as an ordinary resolution: 7. To consider and if thought fit, to pass with or without st RESOLVED THAT the audited balance sheet as at 31 March 2009 modification, the following resolution as an ordinary and the profit and loss account of the Company for the year ended resolution: on that date, together with the directors’ report and the auditors’ RESOLVED THAT Mr S Santhanakrishnan, be and is hereby report thereon as presented to the meeting, be and the same are appointed as a director of the Company, liable to retire by hereby approved and adopted. rotation. 2. To consider and if thought fit, to pass with or without 8. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary modification, the following resolution as an ordinary resolution: resolution: RESOLVED THAT pursuant to the recommendation of the board of RESOLVED THAT Mr V Subramanian be and is hereby appointed directors of the Company, a final dividend of Re.1/- per share on as a director of the Company, liable to retire by rotation. 1,89,67,584 equity shares of Rs.5/- each fully paid up absorbing a sum of Rs.189.68 lakhs be and is hereby declared for the year 9. To consider and if thought fit, to pass with or without st ended 31 March 2009 and the same be paid to those holders of modification, the following resolution as an ordinary the existing equity shares of the Company, whose names appear resolution: on the register of members and to those beneficial owners whose “RESOLVED THAT subject to the provisions of Sections 198, 269 names appear on the records of the depositories as at the close of 309, 311 and 316 read with Schedule XIII and other applicable th working hours on 7 September, 2009.
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