Sona With Ground

8/8/2019 Sona With Ground

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Annual Report 2008-09

Sona Koyo Steering Systems Ltd.


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Contents

1

Chairmans Letter

Board of Directors

Management Discussion & Analysis

Corporate GovernanceAdditional Shareholder Information

Directors Report

Auditors Report

Financials

Auditors Report (Consolidated)

Financials (Consolidated)

Report

2

4

6

1528

35

39

42

65

66


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Chairmans Letter


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Board of Directors

4


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BOARD OF DIRECTORS

COMPANY SECRETARY

EXECUTIVE MANAGEMENT

OPERATING MANAGEMENT

TECHNICAL PARTNERS

AUDITORS

BANKERS

REGISTRAR & TRANSFER AGENT

REGISTERED OFFICE

WORKSWORKS

5


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Management Discussionand Analysis

6


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Chart A: Average global crude prices

USD/ barrel

55

152

63

3045607590

105120135150

Apr-07

Jun-07

Aug-07

Oct-07

Dec-07

Feb-08

Apr-08

Jun-08

Aug-08

Oct-08

Dec-08

Feb-09

Apr-09

Chart B: Steel Price Inflation

74%

33%

0%

15%30%

45%

60%

75%

90%

Apr-0

7

Jul-0

7

Oct-0

7

Jan-08

Apr-0

8

Jul-0

8

Oct-0

8

Jan-09

Apr-0

9

%

tobasepriceJan'07

Chart C :Yen Exchange rate for one Rupee

1.98

2.82

1.5

1.71.9

2.1

2.3

2.52.7

2.9

3.1

Apr-07

Jul-0

7

Oct-07

Jan-08

Apr-08

Jul-0

8

Oct-08

Jan-09

Apr-09

Chart D :Rupee Exchange rate for one USD

42

49

35

40

45

50

55

60

Apr-07

Jul-0

7

Oct-07

Jan-08

Apr-08

Jul-0

8

Oct-08

Jan-09

Apr-09

Chart E : Indian Passenger Car Exports (No.)

72005

129291

166402 175572198452

218418

335739

0

100000

200000

300000

400000

2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09


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Chart F : Domestic Passenger Car Sales (No.)

707198

9020961061572

1143076

13799791547985 1551880

0

400000

800000

1200000

1600000

2000000

2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09

Chart G : Sona Koyo's Gross Sales (In Rs. Million)

2188

28693629

4092

7042

8274 8100

0

2000

4000

6000

8000

10000

2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09

Chart H : Sona Koyo's Net Sales (in Rs. Million)

17822340

29753400

5808

6836 6932

0

1000

2000

3000

4000

5000

6000

7000

8000

2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09


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Chart I : Sona Koyo's Export Sales (In Rs. Million)

41 47

213

500547

630689

0

200

400

600

800

1000

2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09

Chart J : India's Real GDP Growth

8.5%

7.5%

9.5% 9.7%9.0%

7.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

2003-04 2004-05 2005-06 2006-07 2007-08 2008-09


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2

2


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d) Informationsuppliedto theBoard

e)Directorswith significant relatedpartytransactions, pecuniary orbusiness relationshipwiththeCompany

f) RemunerationofDirectors: Sitting Fees, Salary, PerquisitesandCommission

Amongothers, this includes:

1. Annualoperatingplans and budgetsandanyupdates.

2. Capital budgets and any updates.

3. Quarterly results of the Company and its operatingdivisionsor businesssegments.

4. MinutesofmeetingsofAuditCommittee and other Committeesof the Board.

5. The information on recruitment and remuneration of senior officers just below the Board level, including

appointment or removal of Chief FinancialOfficerandtheCompany Secretary.

6. Show cause,demand, prosecution notices andpenalty notices, whicharematerially important.

7. Fatal or serious accidents, dangerousoccurrences, anymaterial effluent orpollutionproblems.

8. Any material default in financial obligations to and by the Company, or substantial non-payment for goods soldby

theCompany.

9. Any issue, which involves possible public or product liability claims of substantial nature, including any judgment

or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding

anotherenterprise thatcan have negative implicationson theCompany.

10. Details of anyjoint ventureorcollaboration agreement.

11. Transactionsthat involve substantial payment towardsgoodwill,brandequityor intellectualproperty.

12. Significant labour problems and their proposed solutions. Any significant development in Human Resources/

Industrial Relationsfront like signing of wage agreement, implementation ofVoluntary Retirement Schemeetc.

13. Sale, of material nature,of investments,subsidiaries,assets, which isnot innormalcourseof business.

14. Quarterly details of foreign exchange exposuresand the steps taken by management to limit the risks of adverse

exchange ratemovement, if material.15. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-

payment of dividend,delay inshare transferetc.

The Board periodically reviews compliance reportsof all laws applicable to the Company, prepared by theCompany as

well as steps takenby theCompanyto rectify instancesof non-compliances.

The Company has business transactions at prevailing market prices and terms with Pune Heat Treat (P) Ltd., a

Company in which the wife of Sona's Chairman has a majority shareholding. The Company supplies components to

Maruti Suzuki India Limited, the co-promoter of the Company and pays royalty, technical know-how fees and other

chargestoJTEKTforextending technologyformanufacturingvarious autocomponents.All transactions areconducted

at arm's length and at prevailing market prices. None of these transactions involve a conflict with the financial interests

of Sona.Thedetailed related party transactionsaregiven inSchedule21 to theAnnualAccountsof theCompany.

Table 2 gives thedetails of theremunerationpackage of Directorsandtheir relationshipswith each other.


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5A. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public

issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in

the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the

utilization ofproceeds ofa public or rights issue and makingappropriate recommendations to theBoard to take up

steps in this matter.

6. Reviewing,with the management,performance ofstatutoryandinternal auditors,adequacy of the internal control

systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure coverage and frequency of

internal audit.

8. Discussionwith internal auditors any significant findingsand followupthereon.

9. Reviewing thefindingsof any internal investigations by the internalauditors intomatterswhere there issuspected

fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the

Board.

10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as

post-audit discussion toascertainanyarea of concern.

11. To look into the reasonsfor substantialdefaults in thepayment to the depositors, debentureholders,shareholders

(incase of nonpayment of declared dividends)andcreditors.

12. To reviewthe functioning of the Whistle BlowerMechanism, incasesameisexisting.13. Carrying outany other functionas ismentionedin the terms of referenceof theAudit Committee.

TheAudit Committeeof Sona reviews thefollowing information:

1. Managementdiscussionand analysisof financialconditionandresults ofoperations;

2. Statement of significant related party transactions (as defined by the Audit Committee) submitted by

management;

3. Management letters / lettersof internal controlweaknesses issuedby the StatutoryAuditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remunerationof the Chief InternalAuditor.

TheAudit Committee isalso empoweredwith thefollowingpowers:

1. To investigate any activitywithin its terms ofreference;

2. To seekany information itrequires fromanyemployee;

3. To obtain outside legalor otherindependentprofessionaladvice; and

4. To secureattendance ofoutsiders withrelevant expertise, if considerednecessary.

TheAudit Committee isalso apprised on information with regardto relatedparty transactions, by beingpresented:

1. Astatementin summaryformof transactions with relatedparties in theordinarycourseofbusiness;

2. Details ofmaterial individual transactionswith related parties which arenot in the normalcourse ofbusiness;

3. Details of material individual transactions with related parties or others, which are not on an arm's length basis

togetherwith Management's justification for thesame.

The Chairman of the Audit Committee was present at the last Annual General Meeting to answer shareholders' queries.

The Audit Committee is regularly apprised of the various follow-up actions taken on the direction of theAudit Committee.

Mr. SudhirChopra, Company Secretaryof Sona, is theSecretary to theCommittee. TheAuditCommitteeregularly invites

such executives as it considers appropriate, including the head of the finance function, the head of internal audit and the

representative of thestatutory auditors, tobepresentat themeetingsof theCommittee.


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ii) Shareholders/ Investors Grievance Committee

The 'Shareholders / Investors Grievance Committee' comprises of Dr. Surinder Kapur, Chairman and Mr. J. M. Kapur,

Non-Executive Director. The Committee looks into the redressal of shareholders' and investors' complaints related to

transfer of shares,non-receipt of balancesheet, non-receipt of dividend andensureexpeditious share transfer process.

Minutes of the shareholders/investors grievance committee meetings were placed before and discussed by the Board.

The Committee met four times during the year on 4th April, 2008, 8th July, 2008, 8th October, 2008 and 6th January,

2009. Theattendancerecordof the 'Shareholders / InvestorsGrievanceCommittee' is presented inTable 5.

iii) RemunerationCommittee

Pursuant to the provisions of Schedule XIII to the Companies Act, 1956 and Clause 49 of the Listing Agreement,

Remuneration Committee was set up by the Board of Directors in its meeting held on 27th March, 2002. As on 31st

March, 2009, Remuneration Committee comprises of Mr. P.K. Chadha (Chairman), Independent Director; Mr. Ravi

Bhoothalingam, Independent Director; Mr. B.L. Passi, Independent Director and Mr. J.M. Kapur, Non-Executive

Director. The Company's Remuneration Committee is vested with all necessary powers and authorities to ensureappropriate disclosure on theremuneration of the Directors and to deal with all elements of remuneration package of all

wholetimeDirectors.

The Committee met thrice during the year on 18thApril, 2008, 30th April, 2008 and 22nd October, 2008. Minutes of the

Remuneration Committee were placed before and discussed by the Board. The attendance record of the

RemunerationCommittee ispresented inTable6.

Table 5: Attendance Record of Shareholders/Investors Grievance Committee for the year ended 31st March,

2009

Name of Members Position Shareholders/InvestorsGrievance Committee

Meetings held during theperiod of Directorship

Shareholders/InvestorsGrievance Committee

Meetings Attended

Mr. J. M. Kapur Chairman(Non-Executive Director)

4 4

Dr. Surinder Kapur Member (Chairman)

4 4

Table6:AttendanceRecordof RemunerationCommitteefor theyear ended31stMarch 2009

Name of Members Position Remuneration CommitteeMeetings held during the

period of Directorship

RemunerationCommittee

Meetings Attended

Mr. P.K. Chadha Chairman(Independent Director)

3 3

Mr. Ravi Bhoothalingam Member(Independent Director)

3 3

Mr. B.L. Passi Member (Independent Director)

3 2

Mr. J.M. Kapur Member

(Non-Executive Director)

3 Nil


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Accordingly, Mr. B.L. Passi, Mr. J.M. Kapur and Mr. Ravi Bhoothalingam shall retire at the forthcoming Annual General

Meeting of theCompanyandbeingeligible,offer themselvesfor re-appointment. Mr. Waichiro Ijiri whowasappointed to

fill thecasualvacancy arisendue towithdrawalof nomination of Mr. TomizoNakayaby JTEKT, wouldvacateofficeat the

ensuing Annual General Meeting. Requisite notice has been received from a member in terms of Section 257 of the

CompaniesAct, 1956 proposing thecandidature of Mr. Ijiri forappointment as Director.

is a Japanese national and graduated from Osaka Municipal Miyakojima Technical High

School, Japan. He joined Koyo Machine Industries Co., Ltd., in April, 1967. He graduated from Osaka Prefecture

University Technical Junior College in March, 1976. He was promoted to General Manager (Steering Engineering

Dept.II) of Koyo Seiko Co., Ltd. 1995, and he was transferred to Societe de Mecanique d'Irigny (current JALY), France

as VicePresident fromJuly, 1999 to June, 2001.After returning toJapan, hewas promoted toSeniorGeneral Manager

of Koyo Seiko Co., Ltd., (currently know as JTEKT Corporation) in 2002. He is also a member on the Board of FAWKOYO Steering Systems Co. Ltd. and Deputy Managing Director of JTEKT SONA Automotive India Limited and a

member of 'Audit Committee' of JTEKT SONA Automotive India Limited. Mr. Ijiri does not hold any Equity Shares of

theCompany.

is a U.S. Citizen and is a graduate in Business Administration from Buckingham

University, U.K., with major in Business Strategy andHuman Relations. Mr. SunjayKapur hadworkedwith TRW, USA,

a world-renowned name inAutomotive Industry. InTRW, USAhe hadgainedexperienceby working on Shop Floor and

was exposed to real problems faced by a worker working on the Shop Floor. Mr. Sunjay Kapur has been associated

with the Company from April, 1996 to March, 2004 in the capacity of an employee. The Board of Directors of the

Company appointed Mr. Sunjay Kapuras anAdditional Director of the Company in its meeting held on 12thApril, 2004.

Mr. Sunjay Kapur serves on the Board of Sona Okegawa Precision Forgings Limited, Sona BLW Prazisionsschmiede

GmbH, Germany, Sona Mobility Services Limited, Sona e-Design & Technologies Limited, Sona ManagementServices Limited and SonaAutocomp Holding Private Limited. He is member ofAudit Committee and Remuneration

Committee of Sona Okegawa Precision Forgings Limited and Sona Mobility Services Limited. Mr. Sunjay Kapur is

holding 3300 nos. of EquitySharesof theCompany.

Mr. Waichiro Ijiri (60 years),

Mr. Sunjay Kapur (37 years),

During the year, the Board of Directors of Sona, in their meeting held on 30th April, 2008 had appointed Mr. K.M.

Deshmukh as Dy. Managing Director of the Company with effect from 1st May, 2008 and Lt.Gen.(Retd.) ShamsherSingh Mehta was appointed as anAdditionalDirector. The Board of Directors in its meeting heldon22nd October, 2008

appointedMr. SunjayKapuras Managing Director of theCompanywith effect from 22nd October, 2008.

Theabbreviated resumesof theDirectors seeking re-appointment / appointment and details of their shareholding in the

Companyare as follows:

(73years),has over 44yearsof experience in the field of finance, automobile trade, transportation and

agriculture. Mr. Passi is one of the largest automobile distributors in the country. He hadserved on the Boards and sub-

committees of nationalized banks like the Bank of India and Central Bank of India. He was also a member of the Board

of Directors of Rajasthan State Industrial & Mineral Development Corporation Limited and served as a member of the

NewDelhi MunicipalCommittee(NDMC)andChairman of Projects NegotiationsandTender SubCommitteeof NDMC.

He serves on Board of Directors of companies like Tata Housing & Development Co. Limited and Banaras HotelsLimited. Mr. B.L.Passi doesnot holdany EquitySharesof the Company.

(67 years), has been on the Board of the Company since May, 1994. He possesses vast knowledge

and experience in the field of trade and business. He has led the Kapur family business in the area of jewellery retail,

estate development and management since 1961 and possesses vast expertise in these areas. He is also a member

on the Board of Sumish Finance and Investment Co. Pvt. Ltd.; Maa Estate Pvt. Ltd.; Kapur Estate Pvt. Ltd.; B.R.S.

Finance & InvestmentCo.Pvt. Ltd.; JyotiArnAssociates Pvt. Ltd. andKapur Properties& Investment Pvt. Ltd. Mr. J.M.

Kapurholds 34,000 nos.ofEquitySharesof the Company ofRe. 1/- each.

(63 years), isChiefExecutiveofManasAdvisory,a Consultancypracticefocusingonchange

management, travel and tourism. Until 30th June, 2001 he was President of The Oberoi Group of Hotels and in this

capacity, wasresponsible for theoperationsof theGroup Worldwide, consisting of thirty-two hotels, flightcatering unitsand luxury cruise ships in six countries across Asia. Prior to joining The Oberoi Group, he was Head of Personnel

Worldwide with BAT plc, U.K, Managing Director of VST Industries Ltd. and Director ITC Limited. He serves on the

Board of Dr. Reddy's Laboratories Ltd. andNicco Ventures Ltd. He is Chairman of the 'Compensation Committee' and

a memberof the 'AuditCommittee', 'Nomination Committee'and 'Strategy Committee'of Dr. Reddy's Laboratories Ltd.

Mr. Bhoothalingamdoes nothold anyEquitySharesof theCompany.

Mr. B.L. Passi

Mr. J.M. Kapur

Mr. RaviBhoothalingam

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b)Communicationto Shareholders

c) InvestorGrievances

All important information relating to the Company and its performance, including quarterly financial results and

shareholding pattern are posted on the website- . The web-site also displays all official press

releases andpresentation toanalysts made by theCompany.

Pursuant to the requirement of Clause 51 of the Listing Agreement, the Company submits information / returns under

the ElectronicDataInformation FilingandRetrieval(EDIFAR) Systemon-line onSEBI's website- . TheCompanyis required tosubmit thefollowing information:

Full version of annual report including the Balance Sheet, Profit & Loss Account, Directors' Report and Auditors'

Report, CashFlowStatements,HalfYearlyFinancialStatements,QuarterlyFinancialStatements;

Corporate GovernanceReports;

ShareholdingPatternStatement;

Actiontakenagainst theCompanyby anyregulatoryagency, if any.

The quarterly, half-yearly and annual results of the Company's performance are published in newspapers namely

'BusinessStandard' (English)and 'VeerArjun'(Hindi).

Asmentionedearlier in this chapter, theCompany hasconstituteda Shareholders / Investors Grievances Committee for

redressing shareholders' and investors' complaints. The status of complaints is reported to the Board of Directors in

theirmeetings. Mr. SudhirChopra,Company Secretary, is theCompliance Officer.

Pursuant to sub clause (f) of Clause 47 of the ListingAgreement, which requires all the Listed Companies to designate

an e-mail id of the Grievance redressal division/compliance officer exclusively for the purpose of registering complaints

by investors, the Company has created an e-mail id i.e. .

www.sonagroup.com

www.sebi.gov.in

[email protected]

d)Share Transfer

e)Detailsof non-compliance

f) GeneralBodyMeeting

M/s. Karvy Computershare Pvt. Ltd. (Karvy), the Registrar and Transfer Agent of the Company conducts all sharetransfers and related matters both for physical transfer of Securities as well as de-materialisation / re-materialisation of

Securities. Karvy is registeredwith theSEBI asa Category 1 Registrar.

The Company has complied with all the requirements of regulatory authorities and no penalties or strictures were

imposed on the Company by any stock exchange or SEBI or any statutory authority on any matter related to capital

marketduring the last3 years.

Details of the last threeAnnualGeneralMeetings aregiven inTable 7.

Table 7:Date, time andvenue of thelast threeAnnualGeneralMeetings

Financial Year (Ended) Date Time Venue

31st March, 2006 19th July, 2006 10.30 A.M. Air Force AuditoriumSubroto ParkNew Delhi 110 010

31st March, 2007 18th July, 2007 10.00 A.M. Air Force AuditoriumSubroto Park

New Delhi 110 01031st March, 2008 18th July, 2008 10:00 A.M. Air Force Auditorium

Subroto ParkNew Delhi 110 010


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g)SpecialResolutions

24thAnnualGeneralMeetingheld on18th July, 2008

23rdAnnual General Meeting held on18th July, 2007

Extraordinary GeneralMeetingheldon22ndNovember, 2006

22ndAnnual GeneralMeeting held on19thJuly, 2006

In the ensuing 25thAnnual General Meeting of theCompany to be held on 31st July, 2009, theshareholders' consent is

beingsoughtby wayof Special Resolutionfor:

Appointment of Mr. SunjayKapuras ManagingDirectorof theCompany

The details of Special Resolutions passed in the previous three Annual General Meetings and Extraordinary GeneralMeeting of theCompany areas under:

Remunerationtonon-wholetime directors.

Amendment inMemorandumandArticlesofAssociationconsequentupon sub-divisionof shares

To commence all or anyof the activities covered by Sub-Clause 40 of Clause III(C) of theMemorandum ofAssociation

of theCompany.

Increase inAuthorised ShareCapital. Issue of Equity Shares and/or the Convertible Instruments on Preferential basis to the Promoters and Foreign

Collaboratorof theCompany.

Re-organisationof theAuthorisedShareCapital of theCompany.

Issue ofBonus Shares to the Shareholdersof the Companyin the ratio of1 : 1.

Section 192A of the Companies Act, 1956, read with Para 4 of the Companies (Passing of Resolution by Postal Ballot)

Rules,2001 provides certainmatters tobepassedby theCompanythrough PostalBallotonly.

At the ensuing Annual General Meeting to be held on 31st July, 2009 there is no matter proposed to be passed by the

Company, which requires Postal Ballot. Also, there was no matter passed through Postal Ballots at the 24th Annual

GeneralMeeting of theCompany.

Sona isgenerallycompliantwith theapplicable mandatory requirementsof theClause49of theListingAgreement.

Although it is not mandatory as per Clause 49 of the Listing Agreement, a Remuneration Committee of the Board is in

place. Details of theRemunerationCommitteehavebeen providedunder theSection 'Remuneration Committee'.

h)Postal ballots

Mandatoryrequirements

Adoptionofnon-mandatoryrequirements

COMPLIANCE

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AUDITORS'CERTIFICATE ON CORPORATE GOVERNANCE

Asrequired by Clause49of theListingAgreement, theAuditors' Certificate isgivenbelow :

AUDITORS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49

OF THE LISTING AGREEMENT

The Member of

SONA KOYO STEERING SYSTEMS LIMITED

1. We have reviewed the implementation of Corporate Governance procedures by SONA KOYO STEERING SYSTEMS LTD. (the

Company) during the year ended 31 March, 2009, with the relevant records and documents maintained by the Company,

furnished to us for our review and the report on Corporate Governance as approved by the Board of Directors.

2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited

to 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.

3. On the basis of our review and according to the information and explanations given to us, the conditions of Corporate

Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges have been complied with by the

Company except Clause 49 IA of the Listing Agreement due to resignation of one of the Independent Directors during the year.

4. We state that in respect of investor grievances received during the year ended 31 March, 2009, no investor grievances are

pending against the Company for a period exceeding one month as per records maintained by the Shareholders / Investors

Grievance Committee.

5. 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 S.P. Puri & Co.

Chartered Accountants

Place : Gurgaon

Dated : 30th April, 2009

(Vidur Puri - Partner)

Membership No. : 90163

st

st


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Additional ShareholderInformation

28

ANNUAL GENERAL MEETING

FINANCIAL CALENDAR

BOOK CLOSURE

DIVIDEND DATE

LISTING

STOCK CODES

Table 1: Stock Codes

Date : 31st July, 2009

Venue : The Air Force Auditorium

Subroto Park

New Delhi 110 010.

Time : 10.00 A.M.

Financial year : 1st April to 31st March.

For the year ended 31st March 2009, results were announced on:

18th July 2008 : First Quarter

22nd October 2008 : Second Quarter

23rd January 2009 : Third Quarter

30th April 2009 : Annual

The dates of book closure are from 21st July, 2009 to 31st July, 2009 inclusive of both days.

The Company has not recommended any dividend on the Equity Share Capital of the Company for the Financial Year

2008-09.

The Company's Equity Shares are listed on Bombay Stock Exchange Limited and National Stock Exchange of India

Limited.

The ISIN Number of Sona (or demat number) on both NSDL and CDSL is INE643A01035.

Name of the Stock Exchanges Stock Code

Bombay Stock Exchange Limited 520057

The National Stock Exchange of India Limited SONASTEER


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STOCK DATA

Table 2 gives the monthly high and low prices and volumes of Equity Shares of Sona at Bombay Stock Exchange Ltd.

(BSE) and National Stock Exchange of India Limited (NSE) for the year ended 31st March, 2009.

Chart A: Sona's adjusted closing share price with the BSE Sensex for 2008-2009.

Table2:Monthly shareprice(InRs.) data and volumesonBSEand NSE

Note: Sona Koyo share prices at the BSE and the BSE Sensex have been indexed to 100 as on the first working dayof 2008-09

0

20

40

60

80100

120

140

160

180

200

Apr-08

May-08

Jun-08

Jul-08

Aug-08

Sep-08

Oct-08

Nov-08

Dec-08

Jan-09

Feb-09

Mar-09

Sona Koyo SENSEX


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DISTRIBUTION OF SHAREHOLDING

Chart B: Sona's adjusted closing share price with Nifty for 2008-2009.

Note: Sona Koyo share prices at the NSE and the NSE Nifty have been indexed to 100 as on the first working day of

2008-09

Table3 : Distribution ofshareholding bysize classason31stMarch, 2009.

Table 3 and 4 give the distribution pattern of shareholding of Sona as on 31st March, 2009.

AmountNumber of

shareholdersNumber of shares held Shareholding %

Upto 5000 28300 15765620 7.93

5001-10000 2533 8979832 4.52

10001-20000 1014 7570917 3.81

20001-30000 216 2724306 1.37

30001-40000 170 3102807 1.56

40001-50000 41 941087 0.47

50001-100000 118 3974811 2.00

100001 & above 131 155682452 78.34

Total 32523 198741832 100.00

0

20

40

60

80

100

120

140

160

180

200

Apr-08

May-08

Jun-08

Jul-08

Aug-08

Sep-08

Oct-08

Nov-08

Dec-08

Jan-09

Feb-09

Mar-09

NIFTY Sona Koyo


33/8531

Table 4: Distribution of shareholding by ownership as on 31 March 2009

Category Category of Number of Total Number of Total shareholding as Shares pledged or

Code Shareholder Shareholders Number of shares held in a percentage of totalOtherwiseencumbered

Shares dematerialised number of shares

form As a As a Number of As a

Percentage Percentage Shares Percentage

of (A+B) of (A+B+C)

A)Shareholding of Promoter andPromoter Group

1 Indian

a)Individuals/Hindu UndividedFamily

16 952124 673824 0.48 0.48 0.00 0.00

b)Central Government/StateGovernment(s)

0 0 0 0.00 0.00 0.00 0.00

c) Bodies Corporate 3 63748304 49948304 32.08 32.08 49914664 78.30

d) Financial Institutions / Banks 0 0 0 0.00 0.00 0.00 0.00

e) Any Other 0 0 0 0.00 0.00 0.00 0.00

Sub-Total (A)(1) 19 64700428 50622128 32.56 32.56 49914664 77.152 Foreign

a)Individuals (Non-ResidentIndividuals/Foreign Individuals)

0 0 0 0.00 0.00 0.00 0.00

b) Bodies Corporate 1 39947108 39947108 20.10 20.10 0.00 0.00

c) Institutions 0 0 0 0.00 0.00 0.00 0.00

d) Any Other 0 0 0 0.00 0.00 0.00 0.00

Sub-Total (A)(2) 1 39947108 39947108 20.10 20.10 0.00 0.00

Total Shareholding of Promoterand Promoter Group (A1 + A2)

20 104647536 90569236 52.66 52.66 49914664 47.70

B) Public Shareholding

1 Institutions NA NA

a) Mutual Funds/UTI 6 3226796 3207796 1.62 1.62

b) Financial Institutions / Banks 5 7600 1300 0.00 0.00

c)Central Government/StateGovernment(s)

0 0 0 0.00 0.00

d) Venture Capital Funds 0 0 0 0.00 0.00e) Insurance Companies 2 1502000 1502000 0.76 0.76

f) Foreign Institutional Investors 5 658204 658204 0.33 0.33

g) Foreign Venture Capital Investors 0 0 0 0.00 0.00

h) Any Other 0 0 0 0.00 0.00

Sub-Total (B)(1) 18 5394600 5369300 2.71 2.71

2 Non-Institutions NA NA

a) Bodies Corporate 621 21445119 21207699 10.79 10.79

b) Individuals

i) Individual shareholders holdingnominal share capital upto Rs. 1lakh

31215 41289662 33270691 20.78 20.78

ii) Individual shareholders holdingnominal share capital in excess ofRs. 1 lakh

51 22305291 22305291 11.22 11.22

c) Any OtherTrust 3 42000 42000 0.02 0.02

HUF 524 3498807 3498807 1.76 1.76

Clearing Members 71 118817 118817 0.06 0.06

Sub-Total (B)(2) 32485 88699696 80443305 44.63 44.63

Total Public Shareholding (B) =(B1+B2)

32503 94094296 85812605 47.34 47.34 NA NA

Total (A)+(B) 32523 198741832 176381841 100.00 100.00

C)Shares held by Custodians andagainst which DepositoryReceipts have been issued

0 0 0 0.00 0.00

Grand Total (A) + (B) + (C) 32523 198741832 176381841 100.00 100.00


34/85

SHARES HELDIN PHYSICALAND DEMATERIALIZED FORM

OUTSTANDING GDRS/ADRS/ WARRANTS/ CONVERTIBLE INSTRUMENTSANDTHEIRIMPACTONEQUITY

DETAILS OFPUBLICFUNDINGOBTAINEDIN THELASTTHREEYEARS

SHARETRANSFERSYSTEM

1)Karvy Computershare Pvt.Ltd.

2)TheCompanySecretary

UNCLAIMEDDIVIDENDS

As on 31st March, 2009, 88.75per cent of Sona's shares were held indematerialized form and the rest inphysical form. The

promoter, co-promoter and their associates own 52.66 per cent of Sona's shares, out of which 86.55 per cent are held in

dematerialized form. If the shares held by the promoters in the physical form are to be excluded from the total number of

shares, then dematerialized shares account for95.52percent of theremainder.

TheCompany hasnooutstandingGDRs,ADRs,WarrantsoranyConvertible Instruments.

The Company has not obtainedany public funding in the last threeyears.

All share transfersand related operationsareconducted by M/s. Karvy Computershare Pvt. Ltd., the Registrar andTransfer

Agent of the Company, which isregistered with theSEBI asa Category 1 Registrar.

TheCompanyhasconstituted a Shareholders / InvestorsGrievances Committee for redressingshareholders'and investors'

complaints.

Investor correspondence shouldbeaddressed to:

(Unit : Sona Koyo SteeringSystems Limited)

105-108,ArunachalBuilding

19,BarakhambaRoad

New Delhi 110001

Sona Koyo SteeringSystems Ltd.

UGF6, IndraPrakash

21Barakhamba Road

New Delhi 110001.

Also, to expedite the process of share transfer, the Board of Sona has delegated the power of share transfer to Mr. Sudhir

Chopra, itsCompliance Officerandaccordingly theshare transfer formalities arebeingadheredtoat least once ina fortnight.

Under the Companies Act, 1956, dividends that are unclaimed for a period of seven years have to be transferred to the

Investor Education and Protection Fund administered by the Central Government. Table 5 gives the date of dividenddeclaration or payment since 2002 and the corresponding dates when unclaimed dividends are due to be transferred to the

CentralGovernment. Table 6 gives theunclaimeddividendamountsince2002.

32


35/8533

NUMBER AND NATURE OF COMPLAINTS REGARDING SHARES

Table 7 gives the data on Investors' complaints during the year ended 31st March 2009

PLANT LOCATIONS

REGISTERED OFFICE

38/6, NH-8, Delhi-Jaipur Road, Gurgaon-122001 (Haryana).

P.O. Box 14, Chennai-Bangalore Highway, Sriperumbudur, Distt. Chinglepet, Tamil Nadu 602 105.

Plot No. 32, Industrial Area Phase II, Dharuhera, Dist. Rewari (Haryana).

UGF-6, Indraprakash, 21, Barakhamba Road, New Delhi 110 001.

Table 5: Date of transferring unclaimed dividend to the Central Government.

Table 6: Unclaimed dividend as on 31st March 2009.

Table 7: Details of Investor Complaints regarding shares for the year 2008-2009.

Nature of complaint Number of complaintsNumber

redressed

Non-receipt of dividend / Interest / Redemption 5 5

Non-receipt of sub-divided equity shares 1 1Non-receipt of annual report 2 2Others 1 1

Total 9 9

Year Type Date of declarationDate due for transfer

to CentralGovernment

2002 Final 23rd July, 2002 22nd August, 2009

2003 Final 18th July, 2003 17th August, 2010

2004 Final 21st July, 2004 20th August, 2011





Year Type No. of warrantsissued

No. ofwarrants

unclaimed

%unclaimed

Amount ofdividend

(Rs. Lacs)

Dividendunclaimed(Rs.Lacs)

%unclaimed

2002 Final 11109 960 8.64 242.82 1.95 0.80

2003 Final 11584 1006 8.68 346.22 3.78 1.09

2004 Final 12399 838 6.76 351.74 4.13 1.17

2005 Final 22054 1323 6.00 439.67 6.21 1.41

2006 Final 32137 1481 4.61 439.67 5.86 1.33

2007 Final 31875 2148 6.74 678.64 8.03 1.18

2008 Final 28886 2358 8.16 695.61 7.69 1.11


36/85

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

As required by Clause 49 of the Listing Agreement, the CEO and CFO declaration is given below:

To the Board of DirectorsSona Koyo Steering Systems Limited

We, Mr. Sunjay Kapur, Vice-Chairman & Managing Director and Mr. Rajiv Chanana, Chief Financial Officer, of Sona Koyo SteeringSystems Limited, hereby certify to the Board that:

a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge andbelief:

i) These statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading;

ii) These statements together present a true and fair view of the Companys affairs and are in compliance with existingaccounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by Sona Koyo Steering Systems Limitedduring the year which are fraudulent, illegal or violative of the Companys code of conduct.

c) We are responsible for establishing and maintaining internal controls for financial reporting in Sona Koyo Steering SystemsLimited and we have evaluated the effectiveness of the internal control systems of the company pertaining to financialreporting. We have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the Auditors and the Audit Committee:

i) Significant changes in internal control over financial reporting during the year;

ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to thefinancial statements; and

iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of themanagement or an employee having a significant role in the Companys internal control system.

e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of mattersinvolving alleged misconduct).

f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct forthe current year.

For SONA KOYO STEERING SYSTEMS LTD.

Place : Gurgaon Dated : 30

thApril, 2009 Chief Financi

34


37/8535

DDDDD IRECTORSIRECTORSIRECTORSIRECTORSIRECTORS RRRRREPORTEPORTEPORTEPORTEPORTTO THE MEMBERS,

Your Directors have pleasure in presenting the Annual Report

together with audited accounts of the Company for the year ended

31st March, 2009.

PerformancePerformancePerformancePerformancePerformance2008-092008-092008-092008-092008-09 2007-08

Rs./LacsRs./LacsRs./LacsRs./LacsRs./Lacs Rs./Lacs

Sales and Other Income 6969469694696946969469694 68965

Profit before Interest & Depreciation 14311431143114311431 6955

- Interest 31683168316831683168 1184

- Depreciation & Write Offs 27962796279627962796 1827

Profit before Tax (4533)(4533)(4533)(4533)(4533) 3944

Less : Provision for Tax 00000 755

Provision for Deferred Tax Liability/(Assets) (1497)(1497)(1497)(1497)(1497) 574

Provision for Fringe Benefit Tax 6767676767 96

Profit after Tax (3103)(3103)(3103)(3103)(3103) 2519Add : Profit Brought Forward 24502450245024502450 1745

Profit available for appropriations (653)(653)(653)(653)(653) 4264

AppropriationsAppropriationsAppropriationsAppropriationsAppropriations

Proposed Dividend 00000 696

Tax on Dividend 00000 118

Transfer to General Reserve 00000 1000

Balance Carried Forward (653)(653)(653)(653)(653) 2450

(653)(653)(653)(653)(653) 4264

DividendDividendDividendDividendDividendYour Directors have not recommended any Dividend on Equity

Share Capital of the Company for the Financial Year 2008-2009

as against the Dividend paid at the rate of 35% on Equity Share

Capital for the previous Financial Year.

Sub-division of SharesSub-division of SharesSub-division of SharesSub-division of SharesSub-division of Shares

The Equity Shares of your Company have been sub-divided from

one Equity Share of Rs. 2/- each into two Equity Shares of Re. 1/-

each w.e.f. 10th September, 2008, in pursuance of the resolution

passed by the shareholders at the Annual General Meeting of the

Company held on 18th July, 2008.

Subsidiary CompaniesSubsidiary CompaniesSubsidiary CompaniesSubsidiary CompaniesSubsidiary Companies

The Company has the following Subsidiaries:

a)a)a)a)a) JTEKTJTEKTJTEKTJTEKTJTEKT SONASONASONASONASONA Automotive India Limited (JSAI)Automotive India Limited (JSAI)Automotive India Limited (JSAI)Automotive India Limited (JSAI)Automotive India Limited (JSAI)

In JSAI, the Company is holding 49% of the Equity Capital

but it has the right to nominate majority of the Directors on

the Board of JSAI. This Joint Venture Company has been

established with JTEKT Corporation, Japan with a business

objective of manufacturing Column Type Electric Power

Steering (C-EPS) Systems. The construction of the Plant has

been completed in the month of February, 2009. The

commercial supply of Reduction Gear Assembly is expected

to start from November, 2009 and that of C-EPS is expected

to commence from March, 2010.b)b)b)b)b) Sona Fuji Kiko Automotive Limited (SFAL)Sona Fuji Kiko Automotive Limited (SFAL)Sona Fuji Kiko Automotive Limited (SFAL)Sona Fuji Kiko Automotive Limited (SFAL)Sona Fuji Kiko Automotive Limited (SFAL)

In SFAL, your Company is holding 51% of the Equity Capital.

This Joint Venture Company has been established with Fuji

Kiko Co. Ltd., Japan with a business objective of

manufacturing Columns to be used in the manufacturing of

C-EPS by JSAI. The commercial production of SFAL is expected

to commence with effect from November, 2009.

c)c )c)c )c) Arjan Stampings Limited (ASL)Arjan Stampings Limited (ASL)Arjan Stampings Limited (ASL)Arjan Stampings Limited (ASL)Arjan Stampings Limited (ASL)

In ASL, the Company is holding 51.5% of the Equity Capital.

This Joint Venture Company has been established with Arjan

Auto Private Limited, India, with a business objective of SheetMetal Processing, comprising of press work and welding

within Automotive Component sector. ASL has got its works

located at Farukhnagar, Gurgaon and the commercial

production has already started with effect from January, 2008.

During the year ended 31st March, 2009, the Company has

achieved turnover of Rs. 489 lacs and incurred loss of Rs. 66

lacs. Due to global economic meltdown the performance of

ASL has not been as per the expectation, however, with

various steps taken by the Company to overcome the

difficulties, it is expected that the Company would do better

in the times to come.

Subsidiary Companies AccountsSubsidiary Companies AccountsSubsidiary Companies AccountsSubsidiary Companies AccountsSubsidiary Companies Accounts

In terms of approval granted by the Central Government under

Section 212(8) of the Companies Act, 1956, copy of the Balance

Sheets, Profit & Loss Accounts, reports of the Board of Directors

and Auditors of the Subsidiary Companies have not been attached

with the Balance Sheet of the Company. These documents will

be made available upon request by any member of the Company

interested in obtaining the same. However, as directed by the

Central Government, the financial data of the subsidiaries have

been furnished under Summarised Statement of Financials of

Subsidiary Companies forming part of the Annual Report. Further,

pursuant to Accounting Standard AS-21 issued by the Institute

of Chartered Accountants of India, Consolidated Financial

Statements presented by the Company includes financialinformation of its subsidiaries.

Consolidation of AccountsConsolidation of AccountsConsolidation of AccountsConsolidation of AccountsConsolidation of Accounts

In accordance with the Accounting Standard AS-21 on

Consolidated Financial Statements read with Accounting Standard

AS-27 on Financial Reporting for Interest in Joint Ventures, the

Audited Consolidated Financial Statements are provided in the

Annual Report.

Corporate GovernanceCorporate GovernanceCorporate GovernanceCorporate GovernanceCorporate Governance

The Company has been pro-active in following the principles and

practices of good Corporate Governance. The Company has taken

adequate steps to ensure that the conditions of Corporate

Governance as stipulated in Clause 49 of the Listing Agreements

with the Stock Exchanges are complied in its letter and spirit.

A separate statement on Corporate Governance is produced as a

part of the Annual Report along with the Auditors Certificate on

its compliance.

ListingListingListingListingListing

The Securities of your Company are listed at National Stock

Exchange and Bombay Stock Exchange and the Company has

paid the Listing Fee due to them.

Fixed DepositsFixed DepositsFixed DepositsFixed DepositsFixed Deposits

During the year the Company has not invited any deposits from

the public.

DirectorsDirectorsDirectorsDirectorsDirectors

During the year under review, Dr. Surinder Kapur, upon attaining

the age of 65 years and as a step towards good Corporate

Governance practice, expressed his willingness to relinquish his

position of Managing Director of the Company, but has agreed


38/8536

to continue as the Executive Chairman on the Board. The Board

of Directors of the Company in its meeting held on 22nd October,

2008, while sharing the feelings of Dr. Kapur, decided to accede

to his request and to effect succession planning, appointed Mr.

Sunjay Kapur, as the Vice Chairman & Managing Director of the

Company with effect from 22nd October, 2008 for a period of 3

years. The requisite resolution pertaining to the appointment ofMr. Sunjay Kapur is detailed at Item No. 7 of the Notice with

relevant Explanatory Statement. The resolution is commended

for the Members approval.

Mr. Waichiro Ijiri, who was appointed as a Director of the Company

to fill the casual vacancy caused due to withdrawal of nomination

of Mr. Tomizo Nakaya by JTEKT Corporation, Japan, shall retire at

the forthcoming Annual General Meeting pursuant to the

provisions of Section 262 of the Companies Act, 1956. Requisite

notice under Section 257 of the Companies Act, 1956 has been

received from a member for his re-appointment. The resolution is

commended for the Members approval.

Pursuant to Article 122 of the Articles of Association of theCompany Mr. B.L. Passi, Mr. J.M. Kapur and Mr. Ravi

Bhoothalingam will retire by rotation at the forthcoming Annual

General Meeting and being eligible, offer themselves for

re-appointment.

Audit CommitteeAudit CommitteeAudit CommitteeAudit CommitteeAudit Committee

Pursuant to the provisions of Section 292A of the Companies

Act, 1956 and Clause 49 of the Listing Agreements with Stock

Exchanges, the Audit Committee of Directors of the Company

consisted of the following members:

i) Mr. Ravi Bhoothalingam;

ii) Mr. P.K. Chadha;iii) Mr. Sunjay Kapur

The Audit Committee in its meeting held on 20th May, 2002, had

appointed Mr. Ravi Bhoothalingam as the Chairman of the Audit

Committee.

The Board of Directors of the Company in their meeting held on

18th July, 2008 reconstituted the Audit Committee of Directors.

The Audit Committee of Directors of the Company now consists

of the following members:

i) Mr. Ravi Bhoothalingam;

ii) Mr. P.K. Chadha;

iii) Mr. Sunjay Kapur; and

iv) Lt.Gen.(Retd.) Shamsher Singh Mehta

Directors Responsibility StatementDirectors Responsibility StatementDirectors Responsibility StatementDirectors Responsibility StatementDirectors Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956,

your Directors confirm having:

i) followed in the preparation of the Annual Accounts, the

applicable accounting standards with proper explanation

relating to material departures;

i i) selected such accounting pol ic ies and appl ied them

consistently and made judgement and estimates that are

reasonable and prudent so as to give a true and fair view of

the state of affairs of your Company at the end of the

financial year and of the profit/loss of your Company for that

period.

iii) taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the

provisions of the Companies Act, 1956 for safeguarding the

assets of your Company and for preventing and detecting

fraud and other irregularities; and

iv) prepared the Annual Accounts on a going concern basis.

AuditorsAuditorsAuditorsAuditorsAuditors

M/s. S.P. Puri & Co., Chartered Accountants, holds office as

Auditors until the conclusion of the forthcoming Annual General

Meeting and has indicated their willingness to be re-appointed

as Auditors of the Company. The requisite certificate under Section

224(1B) of the Companies Act, 1956, has been received from

them. The notes to accounts referred to in the Auditors Reportare self-explanatory.

Conservation of Energy, Technology Absorption, ForeignConservation of Energy, Technology Absorption, ForeignConservation of Energy, Technology Absorption, ForeignConservation of Energy, Technology Absorption, ForeignConservation of Energy, Technology Absorption, ForeignExchange Earnings and Outgo.Exchange Earnings and Outgo.Exchange Earnings and Outgo.Exchange Earnings and Outgo.Exchange Earnings and Outgo.

A statement containing the necessary information as required

under the Companies (Disclosure of particulars in the Report of

Directors) Rules, 1988 and forming part of the Directors Report

for the year ended March 31, 2009 is given as Annexure - AAnnexure - AAnnexure - AAnnexure - AAnnexure - A to

this report.

EmployeesEmployeesEmployeesEmployeesEmployees

In accordance with the provisions of Section 217(2A) of the

Companies Act, 1956 read with the Companies (Particulars of

Employees) Rules, 1975, the particulars of employees are given in

Annexure - BAnnexure - BAnnexure - BAnnexure - BAnnexure - B forming part of this report.

AcknowledgementsAcknowledgementsAcknowledgementsAcknowledgementsAcknowledgements

Your Directors acknowledge with gratitude the co-operation and

support extended by SONAs customers namely Maruti Suzuki

India Limited, Hyundai Motors (India) Ltd., Toyota Kirloskar, Tata

Motors Ltd., Mahindra & Mahindra, Hindustan Motors Ltd., JTEKT

Corporation, Japan, Mando Corporation, Korea and Fuji Autotech

Europe S.A.S, the Financial Institutions, Banks, various agencies

of the Government, SONAs collaborators JTEKT Corporation,

Japan, Mando Corporation, Korea and Fuji Autotech AB, Sweden.

Your Directors also wish to place on record their sincereappreciation of the services rendered by all employees of the

Company and are thankful to the Shareholders for their continued

patronage.

For and on behalf of the Board

Place : Gurgaon Dr. Surinder Kapur

Dated : 30th April, 2009 Chairman


39/8537

AAAAANNEXURE -NNEXURE -NNEXURE -NNEXURE -NNEXURE - AAAAA TO THETO THETO THETO THETO THE DDDDDIRECTORSIRECTORSIRECTORSIRECTORSIRECTORS RRRRREPORTEPORTEPORTEPORTEPORT

Form - A : Particulars with respect to Conservation of EnergyForm - A : Particulars with respect to Conservation of EnergyForm - A : Particulars with respect to Conservation of EnergyForm - A : Particulars with respect to Conservation of EnergyForm - A : Particulars with respect to Conservation of Energy

Power and Fuel ConsumptionPower and Fuel ConsumptionPower and Fuel ConsumptionPower and Fuel ConsumptionPower and Fuel Consumption 2008-20092008-20092008-20092008-20092008-2009 2007-20082007-20082007-20082007-20082007-2008Gurgaon*Gurgaon*Gurgaon*Gurgaon*Gurgaon* DharuheraDharuheraDharuheraDharuheraDharuhera##### ChennaiChennaiChennaiChennaiChennai Gurgaon*Gurgaon*Gurgaon*Gurgaon*Gurgaon* DharuheraDharuheraDharuheraDharuheraDharuhera##### ChennaiChennaiChennaiChennaiChennai

1 HSEB / TNEB Power (Units) 28,05,423 2,24,829 21,11,461 8,91,367 87,753 18,29,000purchased (KWH)Total Amount Rs. 1,25,17,468 10,18,755 1,14,48,862 47,10,884 5,25,469 92,38,000Rate per unit Rs. 4.46 4.5 5.42 5.29 5.99 5.05

2 Captive Generation (Units) 59,87,130 9,82,329 27,70,769 1,00,87,294 3,13,390 27,53,156DG Set (KWH)Total Amount Rs. 4,48,74,882 79,48,365 1,88,49,229 6,98,09,849 26,97,192 1,49,77,011Rate per unit Rs. 7.50 8.09 6.80 6.92 8.61 5.44

3 Diesel Consumption (Litres) 5,34,407 2,31,544 1,84,680 12,82,003 75,244 1,61,344Total Amount Rs. 1,59,41,361 69,29,610 72,36,193 3,79,18,863 21,71,723 57,39,011Rate per litre Rs. 29.83 29.93 39.18 29.58 28.87 35.57

Litre per unit 0.297 0.306 0.087 0.304 0.333 0.175

4 Furnace Oil Consumption (Litres) 11,51,558 13,04,864 Total Amount Rs. 2,98,94,446 2,71,80,102 Rate per litre Rs. 25.96 20.83

Litre per unit 0.274 0.262

* Total saving achieved at Gurgaon Plant during Financial Year 2008-09 Rs. 90.13 lacs.

Above saving achieved by taking the following initiatives :

i) Shifted 300 KW non critical M/C load from D.G. Sets to H.S.E.B./State Electricity Board, resulting into energy saving of Rs. 76 lacs.

ii) Energy efficiency improvement achieved in power factor maintaining on State Electricity supply by installing new capacitor

bank, which resulted into saving of Rs. 3.43 lacs on HSEB/State Electricity monthly bill.

iii) Provision of MCCB on stabilizers to isolate stabilizer from main power supply at 45 locations in Plant, which resulted intosaving of Rs. 10.2 lacs per annum.

iv) Provision of air regulator on air guns at 52 locations, which resulted into saving of Rs. 0.50 lacs.

# Total saving achieved at Dharuhera Plant during Financial Year 2008-09 Rs. 38.25 lacs.

Above saving achieved by taking the following initiatives :

i) Interlocking of three number of Induction Hardening Machine power cycle, which resulted in DG rent saving of Rs. 6 lacs.

ii) Saving through improvement in power factor of State Electricity Board Rs. 0.45 lacs in electricity bill.

iii) FDV, AC Units & Exhaust Blower stopped in lunch, dinner and tea time and saved Rs. 1.70 lacs.

iv) Switch off light during lunch, dinner and tea breaks in production lines by providing localize switch in individual line and

achieved saving of Rs. 0.47 lacs.

v) Installed power changeover bell to take planned changeover and reduced utilities load 7:30 hrs in a day, which resulted in

saving of Rs. 22 lacs.

vi) Installed Inverter for canteen to accommodate power trip, at week end, during no production and on holidays and saved

Rs. 0.89 lacs.

vii) Installed Inverter for street lightening to accommodate power trip at night, where there is no production, which resulted in

saving of Rs. 2.99 lacs.

A. Technology AbsorptionA. Technology AbsorptionA. Technology AbsorptionA. Technology AbsorptionA. Technology Absorption

1. Efforts in brief towards Technology Adoption and Innovation. a) Developing Electronically controlled Hydraulic Power

Steering System for a global sports utility vehicle.

b) Developed high performance advanced tilt Steering

Column with low friction sliding shaft for the newpassenger car from a major global OEM.

c) Developed Hydraulic Power Steering Systems for five new

projects.

d) Localisation of Pinion Valve assembly, the key element of

Hydraulic Power Steering System.

Form - B : Particulars with respect to Technology AbsorptionForm - B : Particulars with respect to Technology AbsorptionForm - B : Particulars with respect to Technology AbsorptionForm - B : Particulars with respect to Technology AbsorptionForm - B : Particulars with respect to Technology Absorption


40/8538

a) Research on development of Electric Power Steering Module

(EPAM) for off highway vehicles.

b) Research on development of steer-by-wire systems.

c) A new process for serration fabrication on Steering Shafts.

d) Development of high rigidity sliding joints for SteeringColumn.

R&D conceptualised product (EPAM) is now undergoing to mass

production.

a) Capital Expenditure of Rs. 23.06 lacs.

b) Revenue Expenditure of Rs. 92.64 lacs.

B.B.B.B.B. Research and DevelopmentResearch and DevelopmentResearch and DevelopmentResearch and DevelopmentResearch and Development

1. Specific areas in which R&D carried out by the Company.

2. Benefits derived as a result of the above R&D.

Form - C : Foreign Exchange Earning and OutgoForm - C : Foreign Exchange Earning and OutgoForm - C : Foreign Exchange Earning and OutgoForm - C : Foreign Exchange Earning and OutgoForm - C : Foreign Exchange Earning and Outgo

Foreign Exchange outflow on account of import of capital goods, components, spares and tools during the year was

Rs. 21890.14 Lacs. During the year the Companys export sales amounted to Rs. 6892.76 Lacs.

AAAAANNEXURE NNEXURE NNEXURE NNEXURE NNEXURE BBBBB TO THETO THETO THETO THETO THE DDDDDIRECTORSIRECTORSIRECTORSIRECTORSIRECTORS RRRRREPORTEPORTEPORTEPORTEPORTStatement showing particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with

the Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31 st March, 2009.

Sl.Sl.Sl.Sl.Sl. NameNameNameNameName AgeAgeAgeAgeAge Designation/Designation/Designation/Designation/Designation/ RemunerationRemunerationRemunerationRemunerationRemuneration Qualification(s)Qualification(s)Qualification(s)Qualification(s)Qualification(s) ExperienceExperienceExperienceExperienceExperience Date ofDate ofDate ofDate ofDate of Last EmploymentLast EmploymentLast EmploymentLast EmploymentLast Employment

No.No.No.No.No. Nature of DutiesNature of DutiesNature of DutiesNature of DutiesNature of Duties (Rs.)(Rs.)(Rs.)(Rs.)(Rs.) (Years)(Years)(Years)(Years)(Years) EmploymentEmploymentEmploymentEmploymentEmployment (Designation)(Designation)(Designation)(Designation)(Designation)

1. Mr. Chopra Sudhir 51 President (Legal) 31,48,588/- B.Com, FCS, 31 15.05.1993 Samtel India L imited& Company LL.B (Company Secretary)Secretary

2. Mr. Deshmukh K.M. 55 Dy. Managing 31,52,440/- B.Tech. (Metallurgy) 32 01.08.1986 Bharat Gears Ltd.Director (Dy. Manager-Development)

3. Mr. Gaind Rakesh 51 Vice President- 12,86,340/-* B.Com, Diploma in 31 01.09.1991 Bharat Gears Ltd.General Affairs Material (Dy. Manager-Material)

Management

4. Dr. Kapur Sur inder 65 Chairman 27,24,000/- Ph.D.(Mech.Engg.) 35 01.10.1990 Bharat Gears Ltd.Michigan State (Vice Chairman &University (U.S.A.) Managing Director)

5. Mr. Lal R.M. 59 Plant Chief- 23,65,546/-* MBA 33 01.01.1998 Mahindra Sona Ltd.Chennai (A.V.P)

6. Mr. Maity Atanu 46 Sr. Vice President- 28,36,033/- B.Tech., MBA 22 28.01.2002 Schlumberger (DivisionalBusiness Development Technical Manager)

7. Mr. Par riker 62 Group Chief-Supply 31,98,997/- M.E. (Mech.) 35 01.02.1991 Bharat Gears Ltd.P.V. Prabhu Chain Management (Gen. Manager-Comm.)

8. Mr. Rajan 46 Ch ief Operating 10,55,450/-* M.Sc., MBA & 24 01.12.2008 Sona Autocomp HoldingGovindrajan Sunder Officer Master of Information Private Limited (V.P.

Management Strategy & Innovations)

9. Mr. Rao A.D. 50 Vi ce President- 25,85,965/- M.Sc. , 26 16.02.1987 Hindustan Aluminium Corp.

Operations B.E. (Mech.) Ltd. (Sr. Executive Engineer)

* Indicates earnings for part of the year.

NOTES :NOTES :NOTES :NOTES :NOTES :

1. Remuneration received includes Salary, Allowances, Commission, payment in respect of Rent / Furnished Accommodation,Companys contribution to Provident Fund and Superannuation Fund, Medical reimbursement and LTA.

2. Employment of Dr. Surinder Kapur & Mr. K.M. Deshmukh is contractual.

a) The Company is the first one in India to offer electronically

controlled Power Steering System and this would give us

advantage for gaining competitive advantage on technical

grounds.

b) With the development of advanced Steering Column for

global OEM, there is opportunity to export the same partto OEMs global operations.

c) With the localisation of Pinion Valve assembly, Company

will drastically reduce the import content and will gain the

competitive advantage as well as improved profitability.

2. Benefits derived as a result of above efforts e.g. Product

Improvement, Cost Reduction, Product Development, Import

Substitution etc.

3. Expenditure on R&D


41/8539

AAAAAUDITORSUDITORSUDITORSUDITORSUDITORS RRRRREPORTEPORTEPORTEPORTEPORT

TO THE MEMBERS OFSONA KOYO STEERING SYSTEMS LIMITED

We have audited the attached Balance Sheet of SONA KOYOSONA KOYOSONA KOYOSONA KOYOSONA KOYO

STEERING SYSTEMS LIMITEDSTEERING SYSTEMS LIMITEDSTEERING SYSTEMS LIMITEDSTEERING SYSTEMS LIMITEDSTEERING SYSTEMS LIMITED (the Company) as at 31st March

2009, the Profit & Loss Account and the Cash Flow Statement

for the year ended on that date, annexed thereto. These

financial statements are the responsibility of the Companys

management. Our responsibility is to express an opinion on

these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards

generally accepted in India. Those standards require that we

plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material

misstatement. An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by

management, as well as evaluating the overall financial

statement presentation. We believe that our audit provides a

reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order,2003, as amended by the Companies (Auditors Report)(Amendment) Order, 2004 (together the Order ) issuedby the Central Government of India in terms of sub-section(4A) of section 227 of the Companies Act, 1956, we enclosein the annexure a statement on the matters specified inParagraphs 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred to inparagraph 1 above, we report that:

i. We have obtained al l the information and

explanations, which to the best of our knowledge

and belief were necessary for the purpose of our

audit;

ii. In our opinion, proper books of account as required

by law have been kept by the Company so far as

appears from our examination of those books;

iii. The Balance Sheet, Profit & Loss Account and Cash

Flow Statement dealt with by this report are in

agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit & Loss

Account and Cash Flow Statement dealt with by this

report comply with the Accounting Standardsreferred to in sub-section (3C) of Section 211 of the

Companies Act, 1956;

v. Based on confirmations received from other public

Companies in which directors of the Company are

directors and/or written representations made by the

directors of the Company as on 31st March, 2009

and taken on record by the Board of Directors, we

report that none of the directors of the Company is

disqualified as on 31st March, 2009 from being

appointed as a director in terms of clause (g) of sub-

section (1) of Section 274 of the Companies Act,

1956;

vi. In our opinion and to the best of our information

and according to the explanations given to us, the

said accounts give the information required by the

Companies Act, 1956, in the manner so required

and give a true and fair view in conformity with the

accounting principles generally accepted in India :-

a) in the case of the Balance Sheet, of the state of

affairs of the Company as at 31st March, 2009;

b) in the case of the Profit & Loss Account, of the

LOSS for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash

flows for the year ended on that date.

For S.P. Puri & Co.,


Place : Gurgaon (Vidur Puri - Partner)

Dated : 30th April, 2009 Membership No. 90163


42/8540

The Annexure referred to in paragraph 1 of the AuditorsThe Annexure referred to in paragraph 1 of the AuditorsThe Annexure referred to in paragraph 1 of the AuditorsThe Annexure referred to in paragraph 1 of the AuditorsThe Annexure referred to in paragraph 1 of the Auditors

Report of even date to the members of Sona Koyo SteeringReport of even date to the members of Sona Koyo SteeringReport of even date to the members of Sona Koyo SteeringReport of even date to the members of Sona Koyo SteeringReport of even date to the members of Sona Koyo Steering

Systems Limited for the year ended 31Systems Limited for the year ended 31Systems Limited for the year ended 31Systems Limited for the year ended 31Systems Limited for the year ended 31ststststst March, 2009.March, 2009.March, 2009.March, 2009.March, 2009.

On the basis of such checks as we considered appropriate, we

further report that :

i. (a) The Company has maintained proper recordsshowing full particulars, including quantitative details

and situation of fixed assets.

(b) All the fixed assets of the Company have not been

physically verified by the management during the year

but there is a regular phased programme of physical

verification which, in our opinion, is reasonable

having regard to the size of the Company and nature

of its fixed assets. No material discrepancies were

noticed on such verification.

(c) In our opinion, and according to the information and

explanations given to us, fixed assets disposals during

the year were not substantial and therefore do not

affect the going concern assumption.

ii. (a) Physical verification of inventory, except stocks lying

with vendors has been conducted by the management

at reasonable intervals. In respect of inventory lying

with vendors, these have been confirmed by them. In

our opinion, the frequency of such verification is

reasonable.

(b) In our opinion and according to the information and

explanations given to us, the procedures of physical

verification of inventories followed by the

management were found reasonable and adequatein relation to the size of the Company and the nature

of its business.

(c) On the basis of examination of records of the

inventory, we are of the opinion that the Company is

maintaining proper records of inventory. The

discrepancies noticed on verification between the

physical stocks and book records, which in our opinion

were not material have been properly dealt with in

the books of account.

iii. According to the information and explanations given to usand on the basis of our examination of the books of

account, the Company has neither granted or taken anyloans, secured or unsecured, to or from companies, firmsor other parties listed in the register maintained underSection 301 of the Companies Act, 1956. Accordingly, the

paragraphs 4 iii(b), 4 iii(c), 4 iii(d), 4 iii(f) and 4 iii(g) of theOrder are not applicable to the Company.

iv. In our opinion, having regard to the information and

explanations given to us that some of the inventory items

purchased are of specialised nature and for whichalternative quotations are not available, there are adequate

internal control procedures commensurate with the size of

the Company and the nature of its business for the purchaseof inventory, fixed assets and for sale of goods and services.

During the course of our audit, no major weaknesses havebeen noticed in the internal controls.

v. Based on the audit procedures applied by us and according

to the information and explanations given to us, theCompany has not entered into any transactions during theyear that needs to be entered into the Register maintained

under Section 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the publiccovered under Section 58A, 58AA or any other relevantprovisions of the Companies Act, 1956.

vii. The Company has an adequate internal audit system, whichin our opinion, is commensurate with the size of theCompany and the nature of its business.

viii. We have broadly reviewed the books of account maintainedby the Company in respect of manufacture of Companysautomotive products pursuant to the order made by theCentral Government for the maintenance of cost recordsunder Section 209(1)(d) of the Companies Act, 1956 and areof the opinion that, prima facie, the prescribed accounts andrecords have been made and maintained. We have not,however, made a detailed examination of the records with aview to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given

to us and on the basis of our examination of the

books of account, the Company has been generally

regular in depositing undisputed statutory dues

including Provident Fund, Investor Education and

Protection Fund, Employees State Insurance, Income

Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,

Excise Duty, Cess and other material statutory dues

applicable to it. According to the information and

explanations given to us, no undisputed amounts

payable in respect of Provident Fund, Investor Education

and Protection Fund, Employees State Insurance,

Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs

Duty, Excise Duty and Cess were outstanding, as at

31st March, 2009 for a period of more than six months

from the date they became payable.

(b) According to the information and explanations given

to us, and on the basis of our examination of the

books of account, there are no dues of Sales Tax,

Income Tax, Customs Duty, Wealth Tax, Service Tax,

Excise Duty and Cess which have not been deposited

on account of any dispute.

x. The Company does not have accumulated losses as at 31st

March, 2009 but has incurred cash losses in the currentfinancial year and had not incurred any cash losses in theimmediately preceding financial year.

xi. Based on our audit procedures and on the informationand explanations given by the management, we are of the

opinion that the Company has not defaulted in repaymentof dues to banks. There are no dues to financial institutionsor debenture holders.

xii. According to the information and explanations given tous, the Company has not granted loans and advances onthe basis of security by way of pledge of shares, debenturesand other securities.

xiii. The Company is not a chit fund or a nidhi/mutual benefitfund/society. Therefore, the provision of this clause of theCompanies (Auditors Report) Order, 2003 is not applicableto the Company.

xiv. According to information and explanations given to us,the Company is not dealing or trading in Shares, Securities,Debentures and other investments.

xv. According to the information and explanations given tous, the Company has not given any guarantee for any loantaken by others from a bank or financial institution.

xvi. Based on our audit procedures and on the informationand explanations given by the management, the term loans


43/8541

have been applied for the purpose for which they wereraised.

xvii. Based on the information and explanations given to usand on an overall examination of the Balance Sheet of theCompany as at 31st March, 2009, we report that theCompany has used part of year end amount of Rs. 57.50

crores short term unsecured bridge loans from banks tofinance the increase in production capacity of the Company.

xviii. Based on the audit procedures performed and theinformation and explanations given to us by themanagement, we report that the Company has madeallotment of shares during the year on conversion ofPreferential Convertible Warrants issued in earlier year toCompanies covered in the Register maintained under Section301 of the Companies Act, 1956 and the price at which theEquity Shares have been allotted is not prejudicial to theinterest of the Company.

xix. The Company has no outstanding debentures during theyear.

xx. The Company has not raised any money by public issueduring the year.

xxi. Based on the audit procedures performed and theinformation and explanations given by the management,we report that no fraud on or by the Company has beennoticed or reported during the year.

For S.P. Puri & Co.,


Place : Gurgaon (Vidur Puri - Partner)

Dated : 30th April, 2009 Membership No. 90163


44/8542

BBBBBALANCEALANCEALANCEALANCEALANCE SSSSSHEETHEETHEETHEETHEET

AAAAAS ATS ATS ATS ATS AT 3131313131STSTSTSTST MMMMMARCH,ARCH,ARCH,ARCH,ARCH, 20092009200920092009

As atAs atAs atAs atAs at As atParticularsParticularsParticularsParticularsParticulars ScheduleScheduleScheduleScheduleSchedule 31st March, 200931st March, 200931st March, 200931st March, 200931st March, 2009 31st March, 2008


I.I .I .I .I . SOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDS

1.1.1.1.1. Shareholders FundShareholders FundShareholders FundShareholders FundShareholders Fund

a) Share Capital 11111 1987.421987.421987.421987.421987.42 1938.94b) Reserves & Surplus 22222 14680.4514680.4514680.4514680.4514680.45 16205.74

Sub-TotalSub-TotalSub-TotalSub-TotalSub-Total 16667.8716667.8716667.8716667.8716667.87 18144.682.2.2.2.2. Loan FundsLoan FundsLoan FundsLoan FundsLoan Funds

a) Secured Loans 33333 18149.1918149.1918149.1918149.1918149.19 11505.73b) Unsecured Loans 44444 5750.005750.005750.005750.005750.00 7000.00

Sub-TotalSub-TotalSub-TotalSub-TotalSub-Total 23899.1923899.1923899.1923899.1923899.19 18505.73

3.3.3.3.3. Deferred Tax Liability (Net)Deferred Tax Liability (Net)Deferred Tax Liability (Net)Deferred Tax Liability (Net)Deferred Tax Liability (Net) 20(17)20(17)20(17)20(17)20(17) 1172.111172.111172.111172.111172.11 2668.86

TotalTotalTotalTotalTotal 41739.1741739.1741739.1741739.1741739.17 39319.27

II .II .II .II .II . APPLICATION OF FUNDSAPPLICATION OF FUNDSAPPLICATION OF FUNDSAPPLICATION OF FUNDSAPPLICATION OF FUNDS

1.1.1.1.1. Fixed AssetsFixed AssetsFixed AssetsFixed AssetsFixed Assetsa) Gross Block 55555 44238.6744238.6744238.6744238.6744238.67 37457.19

Less : Depreciation 13525.1413525.1413525.1413525.1413525.14 11042.05

Net Block 30713.5330713.5330713.5330713.5330713.53 26415.14

b) Capital Work In Progress 1999.301999.301999.301999.301999.30 32712.8332712.8332712.8332712.8332712.83 2585.88 29001.02

2. Investments2. Investments2. Investments2. Investments2. Investments 66666 5874.765874.765874.765874.765874.76 3965.41

3.3.3.3.3. Advances For Investments (Pending Allotments)Advances For Investments (Pending Allotments)Advances For Investments (Pending Allotments)Advances For Investments (Pending Allotments)Advances For Investments (Pending Allotments) 6(A)6(A)6(A)6(A)6(A) 0.000.000.000.000.00 1169.85


4. Current Assets, Loans and Advances4. Current Assets, Loans and Advances4. Current Assets, Loans and Advances4. Current Assets, Loans and Advances4. Current Assets, Loans and Advances

a) Inventories 77777 2793.342793.342793.342793.342793.34 2535.16b) Sundry Debtors 88888 8070.238070.238070.238070.238070.23 7059.05c) Cash & Bank Balances 99999 232.63232.63232.63232.63232.63 1486.61d) Other Current Assets 1010101010 36.1436.1436.1436.1436.14 122.53e) Loans & Advances 1111111111 6168.226168.226168.226168.226168.22 5832.50


Less : Current Liabilities and ProvisionsLess : Current Liabilities and ProvisionsLess : Current Liabilities and ProvisionsLess : Current Liabilities and ProvisionsLess : Current Liabilities and Provisions 1212121212

a) Current Liabilities 13985.0213985.0213985.0213985.0213985.02 11094.53b) Provisions 163.96163.96163.96163.96163.96 1060.47


Net Current AssetsNet Current AssetsNet Current AssetsNet Current AssetsNet Current Assets 3151.583151.583151.583151.583151.58 4880.85

MISCELLANEOUS EXPENDITURE 1313131313 0.000.000.000.000.00 302.14(To the extent not written off or adjusted)Deferred Revenue Expenditure


Significant Accounting Policies & Notes to the Accounts 2020202020Related Party Disclosures 2121212121The Schedules referred to above form an integral part of the Accounts

As per our report of even date attachedFor S.P. Puri & Co.,Chartered Accountants

(Vidur Puri - Partner) For and on behalf of the BoardMembership No. 90163

Place : Gurgaon Sudhir Chopra - Company Secretary Sunjay Kapur-Vice Chairman & Managing DirectorDated : 30th April, 2009 Rajiv Chanana - Chief Financial Officer Ravi Bhoothalingam - Director


45/8543

PPPPPROFITROFITROFITROFITROFIT & L& L& L& L& LOSSOSSOSSOSSOSS AAAAACCOUNTCCOUNTCCOUNTCCOUNTCCOUNT

FFFFFOR THE YEAR ENDEDOR THE YEAR ENDEDOR THE YEAR ENDEDOR THE YEAR ENDEDOR THE YEAR ENDED 3131313131STSTSTSTST MMMMMARCH,ARCH,ARCH,ARCH,ARCH, 20092009200920092009

Year endedYear endedYear endedYear endedYear ended Year endedParticularsParticularsParticularsParticularsParticulars ScheduleScheduleScheduleScheduleSchedule 31st March, 200931st March, 200931st March, 200931st March, 200931st March, 2009 31st March, 2008

Rs./LacsRs./LacsRs./LacsRs./LacsRs./Lacs Rs./LacsINCOMEINCOMEINCOMEINCOMEINCOME

Gross Sales 81004.7181004.7181004.7181004.7181004.71 82728.57

Less : Excise Duty and Other Taxes Recovered 11688.2611688.2611688.2611688.2611688.26 14372.28

Net Sales 69316.4569316.4569316.4569316.4569316.45 68356.29

Other Income 1414141414 377.67377.67377.67377.67377.67 609.17


EXPENDITUREEXPENDITUREEXPENDITUREEXPENDITUREEXPENDITURE

Raw Materials and Components Consumed 56239.7956239.7956239.7956239.7956239.79 50394.47

Decrease/(Increase) in Stock of

Finished Goods and Work-in-Process 1515151515 (29.29)(29.29)(29.29)(29.29)(29.29) 109.54

Excise Duty on Increase / (Decrease) in finished goods 0.580.580.580.580.58 3.89

Manufacturing Expenses 1616161616 3315.513315.513315.513315.513315.51 3478.63

Employees Remuneration and Benefits 1717171717 5384.155384.155384.155384.155384.15 4942.05

Administrative, Selling & Other Expenses 1818181818 3259.543259.543259.543259.543259.54 2974.77

Research & Development Expenses 20(6)20(6)20(6)20(6)20(6) 92.6492.6492.6492.6492.64 107.01

Finance Charges 1919191919 3168.453168.453168.453168.453168.45 1184.26

71431.3771431.3771431.3771431.3771431.37 63194.62

Cash Profit (1737.25)(1737.25)(1737.25)(1737.25)(1737.25) 5770.84

Miscellaneous Expenditure Written off 302.15302.15302.15302.15302.15 149.10Depreciation & Amortisation 2493.462493.462493.462493.462493.46 1677.51

Profit before Tax (4532.86)(4532.86)(4532.86)(4532.86)(4532.86) 3944.23

Provision for Tax - Current Year 0.000.000.000.000.00 755.00

Provision for Fringe Benefit Tax - Current Year 67.0067.0067.0067.0067.00 87.00

Provision for Fringe Benefit Tax - Previous Year 0.000.000.000.000.00 8.85

Increase/(Decrease) in Deferred Tax Liability (1496.75)(1496.75)(1496.75)(1496.75)(1496.75) 573.90

Profit after Tax (3103.11)(3103.11)(3103.11)(3103.11)(3103.11) 2519.48

Profit Brought forward from last Year 2450.582450.582450.582450.582450.58 1744.92

Profit available for appropriation (652.53)(652.53)(652.53)(652.53)(652.53) 4264.40

Proposed Dividend 0.000.000.000.000.00 695.60Tax on proposed Dividend 0.000.000.000.000.00 118.22

Transfer to General Reserve 0.000.000.000.000.00 1000.00

Balance carried to Balance Sheet (652.53)(652.53)(652.53)(652.53)(652.53) 2450.58

EARNING PER SHAREEARNING PER SHAREEARNING PER SHAREEARNING PER SHAREEARNING PER SHARE

Basic Earning Per Share (In Rs.) 20(18)20(18)20(18)20(18)20(18) (1.56)(1.56)(1.56)(1.56)(1.56) 1.30

Significant Accounting Policies and Notes to the Accounts 2020202020

Related Party Disclosures 2121212121

The Schedules referred to above form an integral part of the Accounts

As per our report of even date attached

For S.P. Puri & Co.,Chartered Accountants

(Vidur Puri - Partner) For and on behalf of the BoardMembership No. 90163

Place : Gurgaon Sudhir Chopra - Company Secretary Sunjay Kapur-Vice Chairman & Managing DirectorDated : 30th April, 2009 Rajiv Chanana - Chief Financial Officer Ravi Bhoothalingam - Director


46/8544

SSSSSCHEDULESCHEDULESCHEDULESCHEDULESCHEDULES FFFFFORMINGORMINGORMINGORMINGORMING PPPPPART OFART OFART OFART OFART OF AAAAACCOUNTSCCOUNTSCCOUNTSCCOUNTSCCOUNTS

31st March, 200931st March, 200931st March, 200931st March, 200931st March, 2009 31st March, 2008Rs./LacsRs./LacsRs./LacsRs./LacsRs./Lacs Rs./Lacs

SSSSSCHEDULE CHEDULE CHEDULE CHEDULE CHEDULE 11111

SSSSSHAREHAREHAREHAREHARE CCCCCAPITALAPITALAPITALAPITALAPITALAUTHORISED

25,00,00,000 Equity Shares of Re. 1/- each 2500.002500.002500.002500.002500.00 2500.00

(Previous Year 12,50,00,000 Equity Shares of Rs. 2/- each)

2500.002500.002500.002500.002500.00 2500.00

ISSUED, SUBSCRIBED AND PAID UP

19,87,41,832 Equity Shares of Re. 1/- each, fully paid up. 1987.421987.421987.421987.421987.42 1938.94

(Previous Year 9,69,47,235 Equity Shares of Rs. 2/- each, fully paid up)

1987.421987.421987.421987.421987.42 1938.94


RRRRRESERVES &ESERVES &ESERVES &ESERVES &ESERVES & SSSSSURPLUSURPLUSURPLUSURPLUSURPLUS

Capital Reserve 0.440.440.440.440.44 0.44

(On account of reissue of forfeited Equity Shares)

Capital Redemption Reserve 120.66120.66120.66120.66120.66 120.66

Securities Premium Account

- Balance as on 01-04-2008 7343.357343.357343.357343.357343.35

- Add : Securities Premium on account of Preferential Issue of Shares 1577.821577.821577.821577.821577.82 8921.178921.178921.178921.178921.17 7343.35

General Reserve

- Balance as on 01.04.2008 6290.716290.716290.716290.716290.71 6290.71

Profit & Loss Account

- Balance as per Profit & Loss Account (652.53)(652.53)(652.53)(652.53)(652.53) 2450.58

14680.4514680.4514680.4514680.4514680.45 16205.74


SSSSSECUREDECUREDECUREDECUREDECURED LLLLLOANSOANSOANSOANSOANS

Term Loans from Banks 13899.8213899.8213899.8213899.8213899.82 9752.50

Term Loans from Others 237.10237.10237.10237.10237.10 643.35

Short Term Loans from Banks 3801.383801.383801.383801.383801.38 791.20

Sales Tax Loan 210.89210.89210.89210.89210.89 318.68

18149.1918149.1918149.1918149.1918149.19 11505.73


47/8545

31st March, 200931st March, 200931st March, 200931st March, 200931st March, 2009 31st March, 2008



UUUUUNSECUREDNSECUREDNSECUREDNSECUREDNSECURED LLLLLOANSOANSOANSOANSOANSShort Term Loan and Avances from Banks 5750.005750.005750.005750.005750.00 7000.00

5750.005750.005750.005750.005750.00 7000.00


FFFFFIXEDIXEDIXEDIXEDIXED AAAAASSETSSSETSSSETSSSETSSSETSSl. Assets Gross Block (At Cost)Gross Block (At Cost)Gross Block (At Cost)Gross Block (At Cost)Gross Block (At Cost) DepreciationDepreciationDepreciationDepreciationDepreciation Net BlockNet BlockNet BlockNet Bloc

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