Académique Documents
Professionnel Documents
Culture Documents
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Chairman’s Letter
3
Board of Directors
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BOARD OF DIRECTORS TECHNICAL PARTNERS
AUDITORS
BANKERS
COMPANY SECRETARY
REGISTERED OFFICE
OPERATING MANAGEMENT
WORKS
5
Management Discussion
and Analysis
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Chart B: Steel Price Inflation
Chart A: Average global crude prices 90%
Dec-08
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r-0 ul-0 ct -0 n-0 pr-0 ul-0 ct -0 n-0 pr-0
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Chart C :Yen Exchange rate for one Rupee Chart D :Rupee Exchange rate for one USD
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3.1
2.9 55
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Chart F : Domestic Passenger Car Sales (No.)
2000000
1547985 1551880
1600000 1379979
1143076
1200000 1061572
902096
707198
800000
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2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09
Chart G : Sona Koyo's Gross Sales (In Rs. Million) Chart H : Sona Koyo's Net Sales (in Rs. Million)
10000 8000
8274 8100 6836 6932
7000
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3629 4000 3400
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Chart I : Sona Koyo's Export Sales (In Rs. Million)
1000
800 689
630
547
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213
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41 47
0
2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09
12.0%
9.5% 9.7%
10.0% 9.0%
8.5%
7.5%
8.0% 7.0%
6.0%
4.0%
2.0%
0.0%
2003-04 2004-05 2005-06 2006-07 2007-08 2008-09
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d) Information supplied to the Board
The Board periodically reviews compliance reports of all laws applicable to the Company, prepared by the Company as
well as steps taken by the Company to rectify instances of non-compliances.
e) Directors with significant related party transactions, pecuniary or business relationship with the Company
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
charges to JTEKT for extending technology for manufacturing various auto components. All transactions are conducted
at arm's length and at prevailing market prices. None of these transactions involve a conflict with the financial interests
of Sona. The detailed related party transactions are given in Schedule 21 to the Annual Accounts of the Company.
Table 2 gives the details of the remuneration package of Directors and their relationships with 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 of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up
steps in this matter.
6. Reviewing, with the management, performance of statutory and internal 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. Discussion with internal auditors any significant findings and follow up thereon.
9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
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 to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of non payment of declared dividends) and creditors.
12. To review the functioning of the Whistle Blower Mechanism, in case same is existing.
13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee is also apprised on information with regard to related party transactions, by being presented:
1. A statement in summary form of transactions with related parties in the ordinary course of business;
2. Details of material individual transactions with related parties which are not in the normal course of business;
3. Details of material individual transactions with related parties or others, which are not on an arm's length basis
together with Management's justification for the same.
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 the Audit Committee.
Mr. Sudhir Chopra, Company Secretary of Sona, is the Secretary to the Committee. The Audit Committee regularly invites
such executives as it considers appropriate, including the head of the finance function, the head of internal audit and the
representative of the statutory auditors, to be present at the meetings of the Committee.
21
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 balance sheet, non-receipt of dividend and ensure expeditious 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. The attendance record of the 'Shareholders / Investors Grievance Committee' is presented in Table 5.
Table 5: Attendance Record of Shareholders/Investors Grievance Committee for the year ended 31st March,
2009
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 ensure
appropriate disclosure on the remuneration of the Directors and to deal with all elements of remuneration package of all
whole time Directors.
The Committee met thrice during the year on 18th April, 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
Remuneration Committee is presented in Table 6.
Table 6: Attendance Record of Remuneration Committee for the year ended 31st March 2009
22
MANAGEMENT
This annual report has a detailed chapter on management discussion and analysis.
All details relating to financial and commercial transactions where Directors may have a potential interest are
provided to the Board and the interested Directors neither participate in the discussion nor do they vote on such
matters.
In compliance with SEBI regulations on prevention of insider trading, the Company has instituted a comprehensive
code of conduct for its management staff and relevant business associates. The code lays down guidelines, which
advises them on procedures to be followed and disclosures to be made, while dealing with shares of Sona and
cautioning them on consequences of violations.
c) Code of Conduct
The Board of Directors of the Company in their meeting held on 28th October, 2005 has adopted the 'Code of
Conduct' for all Board Members and designated members of Senior Management of the Company. Designated
'Senior Management' comprises personnel of the Company who are members of its core management team and,
inter-alia, comprises all members of management one level below the Executive Directors, including all functional
heads. The code of conduct is available on the website of the Company- www.sonagroup.com. All Board members
and designated senior management personnel have affirmed compliance with the Code of Conduct. A declaration
signed by the Managing Director to this effect is enclosed at the end of this report.
d) Risk Management
Sona's Board has laid down the procedure to inform Board members about the risk assessment and minimization
procedures. These procedures are being periodically reviewed to ensure that management control risk through
means of a properly defined framework.
e) Subsidiary Companies
As per provisions of Clause 49 (III) of the Listing Agreement with the Stock Exchanges, the minutes of the Board
Meetings of the existing subsidiary companies (JTEKT SONA Automotive India Limited, Sona Fuji Kiko Automotive
Limited and Arjan Stampings Limited) and a statement, wherever applicable, of all significant transactions and
arrangements entered by the existing subsidiary companies have been prepared and presented to the Board of
Sona. The Audit Committee of Sona has also reviewed the Financial Statements of existing subsidiary companies.
Sona has followed the guidelines of accounting standards laid down by the Institute of Chartered Accountants of
India (ICAI) in preparation of its financial statements.
The CEO and CFO certification on the financial statements for the year is attached at the end of the report.
SHAREHOLDERS
Pursuant to the Articles of Association of Sona, at every Annual General Meeting of the Company, one-third of the
rotational Directors retire by rotation or if their number is not three or a multiple of three, the number nearest to one-
third retire from office.
23
Accordingly, Mr. B.L. Passi, Mr. J.M. Kapur and Mr. Ravi Bhoothalingam shall retire at the forthcoming Annual General
Meeting of the Company and being eligible, offer themselves for re-appointment. Mr. Waichiro Ijiri who was appointed to
fill the casual vacancy arisen due to withdrawal of nomination of Mr. Tomizo Nakaya by JTEKT, would vacate office at the
ensuing Annual General Meeting. Requisite notice has been received from a member in terms of Section 257 of the
Companies Act, 1956 proposing the candidature of Mr. Ijiri for appointment as Director.
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.) Shamsher
Singh Mehta was appointed as an Additional Director. The Board of Directors in its meeting held on 22nd October, 2008
appointed Mr. Sunjay Kapur as Managing Director of the Company with effect from 22nd October, 2008.
The abbreviated resumes of the Directors seeking re-appointment / appointment and details of their shareholding in the
Company are as follows:
· Mr. B.L. Passi (73 years), has over 44 years of experience in the field of finance, automobile trade, transportation and
agriculture. Mr. Passi is one of the largest automobile distributors in the country. He had served 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
New Delhi Municipal Committee (NDMC) and Chairman of Projects Negotiations and Tender Sub Committee of NDMC.
He serves on Board of Directors of companies like Tata Housing & Development Co. Limited and Banaras Hotels
Limited. Mr. B. L. Passi does not hold any Equity Shares of the Company.
· Mr. J.M. Kapur (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 & Investment Co. Pvt. Ltd.; Jyoti Arn Associates Pvt. Ltd. and Kapur Properties & Investment Pvt. Ltd. Mr. J.M.
Kapur holds 34,000 nos. of Equity Shares of the Company of Re. 1/- each.
· Mr. Ravi Bhoothalingam (63 years), is Chief Executive of Manas Advisory, a Consultancy practice focusing on change
management, travel and tourism. Until 30th June, 2001 he was President of The Oberoi Group of Hotels and in this
capacity, was responsible for the operations of the Group Worldwide, consisting of thirty-two hotels, flight catering units
and 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. and Nicco Ventures Ltd. He is Chairman of the 'Compensation Committee' and
a member of the 'Audit Committee', 'Nomination Committee' and 'Strategy Committee' of Dr. Reddy's Laboratories Ltd.
Mr. Bhoothalingam does not hold any Equity Shares of the Company.
· Mr. Waichiro Ijiri (60 years), 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 Vice President from July, 1999 to June, 2001. After returning to Japan, he was promoted to Senior General Manager
of Koyo Seiko Co., Ltd., (currently know as JTEKT Corporation) in 2002. He is also a member on the Board of FAW
KOYO 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
the Company.
· Mr. Sunjay Kapur (37 years), is a U.S. Citizen and is a graduate in Business Administration from Buckingham
University, U.K., with major in Business Strategy and Human Relations. Mr. Sunjay Kapur had worked with TRW, USA,
a world-renowned name in Automotive Industry. In TRW, USA he had gained experience by 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 Kapur as an Additional Director of the Company in its meeting held on 12th April, 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 Management
Services Limited and Sona Autocomp Holding Private Limited. He is member of Audit Committee and Remuneration
Committee of Sona Okegawa Precision Forgings Limited and Sona Mobility Services Limited. Mr. Sunjay Kapur is
holding 3300 nos. of Equity Shares of the Company.
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b) Communication to Shareholders
All important information relating to the Company and its performance, including quarterly financial results and
shareholding pattern are posted on the website- www.sonagroup.com. The web-site also displays all official press
releases and presentation to analysts made by the Company.
Pursuant to the requirement of Clause 51 of the Listing Agreement, the Company submits information / returns under
the Electronic Data Information Filing and Retrieval (EDIFAR) System on-line on SEBI's website- www.sebi.gov.in. The
Company is required to submit the following information:
· Full version of annual report including the Balance Sheet, Profit & Loss Account, Directors' Report and Auditors'
Report, Cash Flow Statements, Half Yearly Financial Statements, Quarterly Financial Statements;
· Corporate Governance Reports;
· Shareholding Pattern Statement;
· Action taken against the Company by any regulatory agency, if any.
The quarterly, half-yearly and annual results of the Company's performance are published in newspapers namely
'Business Standard' (English) and 'Veer Arjun' (Hindi).
c) Investor Grievances
As mentioned earlier in this chapter, the Company has constituted a Shareholders / Investors Grievances Committee for
redressing shareholders' and investors' complaints. The status of complaints is reported to the Board of Directors in
their meetings. Mr. Sudhir Chopra, Company Secretary, is the Compliance Officer.
Pursuant to sub clause (f) of Clause 47 of the Listing Agreement, 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. investorgrievance@sonagroup.com.
d) Share Transfer
M/s. Karvy Computershare Pvt. Ltd. (Karvy), the Registrar and Transfer Agent of the Company conducts all share
transfers and related matters both for physical transfer of Securities as well as de-materialisation / re-materialisation of
Securities. Karvy is registered with the SEBI as a Category 1 Registrar.
e) Details of non-compliance
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
market during the last 3 years.
Details of the last three Annual General Meetings are given in Table 7.
Table 7: Date, time and venue of the last three Annual General Meetings
31st March, 2006 19th July, 2006 10.30 A.M. Air Force Auditorium
Subroto Park
New Delhi 110 010
31st March, 2007 18th July, 2007 10.00 A.M. Air Force Auditorium
Subroto Park
New Delhi 110 010
31st March, 2008 18th July, 2008 10:00 A.M. Air Force Auditorium
Subroto Park
New Delhi 110 010
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g) Special Resolutions
In the ensuing 25th Annual General Meeting of the Company to be held on 31st July, 2009, the shareholders' consent is
being sought by way of Special Resolution for:
The details of Special Resolutions passed in the previous three Annual General Meetings and Extraordinary General
Meeting of the Company are as under:
h) Postal ballots
Section 192A of the Companies Act, 1956, read with Para 4 of the Companies (Passing of Resolution by Postal Ballot)
Rules, 2001 provides certain matters to be passed by the Company through Postal Ballot only.
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
General Meeting of the Company.
COMPLIANCE
Mandatory requirements
Sona is generally compliant with the applicable mandatory requirements of the Clause 49 of the Listing Agreement.
Although it is not mandatory as per Clause 49 of the Listing Agreement, a Remuneration Committee of the Board is in
place. Details of the Remuneration Committee have been provided under the Section 'Remuneration Committee'.
26
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, the Auditors' Certificate is given below :
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 31st 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 31st 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
27
Additional Shareholder
Information
ANNUAL GENERAL MEETING
FINANCIAL CALENDAR
For the year ended 31st March 2009, results were announced on:
BOOK CLOSURE
The dates of book closure are from 21st July, 2009 to 31st July, 2009 inclusive of both days.
DIVIDEND DATE
The Company has not recommended any dividend on the Equity Share Capital of the Company for the Financial Year
2008-09.
LISTING
The Company's Equity Shares are listed on Bombay Stock Exchange Limited and National Stock Exchange of India
Limited.
STOCK CODES
The ISIN Number of Sona (or demat number) on both NSDL and CDSL is INE643A01035.
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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.
Table 2: Monthly share price (In Rs.) data and volumes on BSE and NSE
Chart A: Sona's adjusted closing share price with the BSE Sensex for 2008-2009.
200
180
160
140
120
100
80
60
40
20
0
J un-08
Jul-08
Dec-08
Jan-09
Feb- 09
May-08
Sep-08
Oct-08
Nov-08
Mar-09
Aug-08
Apr-08
Note: Sona Koyo share prices at the BSE and the BSE Sensex have been indexed to 100 as on the first working day
of 2008-09
29
Chart B: Sona's adjusted closing share price with Nifty for 2008-2009.
200
180
160
140
120
100
80
60
40
20
0
May- 08
Oct-08
Dec-08
Jan-09
Feb-09
Jun-08
Jul-08
Sep-08
Nov-08
Mar-09
Apr -08
Aug-08
NIFTY Sona Koyo
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
DISTRIBUTION OF SHAREHOLDING
Table 3 and 4 give the distribution pattern of shareholding of Sona as on 31st March, 2009.
Number of
Amount Number of shares held Shareholding %
shareholders
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
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Table 4: Distribution of shareholding by ownership as on 31 March 2009
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SHARES HELD IN PHYSICAL AND DEMATERIALIZED FORM
As on 31st March, 2009, 88.75 per cent of Sona's shares were held in dematerialized form and the rest in physical 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 for 95.52 per cent of the remainder.
The Company has no outstanding GDRs, ADRs, Warrants or any Convertible Instruments.
The Company has not obtained any public funding in the last three years.
All share transfers and related operations are conducted by M/s. Karvy Computershare Pvt. Ltd., the Registrar and Transfer
Agent of the Company, which is registered with the SEBI as a Category 1 Registrar.
The Company has constituted a Shareholders / Investors Grievances Committee for redressing shareholders' and investors'
complaints.
Also, to expedite the process of share transfer, the Board of Sona has delegated the power of share transfer to Mr. Sudhir
Chopra, its Compliance Officer and accordingly the share transfer formalities are being adhered to at least once in a fortnight.
UNCLAIMED DIVIDENDS
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 dividend
declaration or payment since 2002 and the corresponding dates when unclaimed dividends are due to be transferred to the
Central Government. Table 6 gives the unclaimed dividend amount since 2002.
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Table 5: Date of transferring unclaimed dividend to the Central Government.
Table 7 gives the data on Investors' complaints during the year ended 31st March 2009
Table 7: Details of Investor Complaints regarding shares for the year 2008-2009.
Number
Nature of complaint Number of complaints
redressed
Non-receipt of dividend / Interest / Redemption 5 5
Non-receipt of sub-divided equity shares 1 1
Non-receipt of annual report 2 2
Others 1 1
Total 9 9
PLANT LOCATIONS
REGISTERED OFFICE
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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:
We, Mr. Sunjay Kapur, Vice-Chairman & Managing Director and Mr. Rajiv Chanana, Chief Financial Officer, of Sona Koyo Steering
Systems 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 and
belief:
i) These statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting 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 Limited
during the year which are fraudulent, illegal or violative of the Company’s code of conduct.
c) We are responsible for establishing and maintaining internal controls for financial reporting in Sona Koyo Steering Systems
Limited and we have evaluated the effectiveness of the internal control systems of the company pertaining to financial
reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal
controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
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 the
financial statements; and
iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system.
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters
involving alleged misconduct).
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for
the current year.
34
D IRECTORS’ R EPORT C-EPS by JSAI. The commercial production of SFAL is expected
to commence with effect from November, 2009.
TO THE MEMBERS,
c) Arjan Stampings Limited (ASL)
Your Directors have pleasure in presenting the Annual Report
together with audited accounts of the Company for the year ended In ASL, the Company is holding 51.5% of the Equity Capital.
31st March, 2009. This Joint Venture Company has been established with Arjan
Auto Private Limited, India, with a business objective of Sheet
Performance
Metal Processing, comprising of press work and welding
2008-09 2007-08
within Automotive Component sector. ASL has got its works
Rs./Lacs Rs./Lacs
located at Farukhnagar, Gurgaon and the commercial
Sales and Other Income 69694 68965 production has already started with effect from January, 2008.
Profit before Interest & Depreciation 1431 6955 During the year ended 31st March, 2009, the Company has
achieved turnover of Rs. 489 lacs and incurred loss of Rs. 66
- Interest 3168 1184
lacs. Due to global economic meltdown the performance of
- Depreciation & Write Offs 2796 1827
ASL has not been as per the expectation, however, with
Profit before Tax (4533) 3944 various steps taken by the Company to overcome the
Less : Provision for Tax 0 755 difficulties, it is expected that the Company would do better
Provision for Deferred Tax Liability/(Assets) (1497) 574 in the times to come.
Provision for Fringe Benefit Tax 67 96
Subsidiary Companies Accounts
Profit after Tax (3103) 2519
Add : Profit Brought Forward 2450 1745 In terms of approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, copy of the Balance
Profit available for appropriations (653) 4264
Sheets, Profit & Loss Accounts, reports of the Board of Directors
and Auditors of the Subsidiary Companies have not been attached
Appropriations with the Balance Sheet of the Company. These documents will
be made available upon request by any member of the Company
Proposed Dividend 0 696 interested in obtaining the same. However, as directed by the
Tax on Dividend 0 118 Central Government, the financial data of the subsidiaries have
Transfer to General Reserve 0 1000 been furnished under ‘Summarised Statement of Financials of
Balance Carried Forward (653) 2450 Subsidiary Companies’ forming part of the Annual Report. Further,
(653) 4264 pursuant to Accounting Standard AS-21 issued by the Institute
of Chartered Accountants of India, Consolidated Financial
Dividend Statements presented by the Company includes financial
Your Directors have not recommended any Dividend on Equity information of its subsidiaries.
Share Capital of the Company for the Financial Year 2008-2009 Consolidation of Accounts
as against the Dividend paid at the rate of 35% on Equity Share
In accordance with the Accounting Standard AS-21 on
Capital for the previous Financial Year.
Consolidated Financial Statements read with Accounting Standard
Sub-division of Shares AS-27 on Financial Reporting for Interest in Joint Ventures, the
The Equity Shares of your Company have been sub-divided from Audited Consolidated Financial Statements are provided in the
one Equity Share of Rs. 2/- each into two Equity Shares of Re. 1/- Annual Report.
each w.e.f. 10th September, 2008, in pursuance of the resolution Corporate Governance
passed by the shareholders at the Annual General Meeting of the The Company has been pro-active in following the principles and
Company held on 18th July, 2008. practices of good Corporate Governance. The Company has taken
Subsidiary Companies adequate steps to ensure that the conditions of Corporate
The Company has the following Subsidiaries: Governance as stipulated in Clause 49 of the Listing Agreements
with the Stock Exchanges are complied in its letter and spirit.
a) JTEKT SONA Automotive India Limited (JSAI)
A separate statement on Corporate Governance is produced as a
In JSAI, the Company is holding 49% of the Equity Capital part of the Annual Report along with the Auditors’ Certificate on
but it has the right to nominate majority of the Directors on its compliance.
the Board of JSAI. This Joint Venture Company has been Listing
established with JTEKT Corporation, Japan with a business
objective of manufacturing Column Type Electric Power The Securities of your Company are listed at National Stock
Steering (C-EPS) Systems. The construction of the Plant has Exchange and Bombay Stock Exchange and the Company has
been completed in the month of February, 2009. The paid the Listing Fee due to them.
commercial supply of Reduction Gear Assembly is expected Fixed Deposits
to start from November, 2009 and that of C-EPS is expected During the year the Company has not invited any deposits from
to commence from March, 2010. the public.
b) Sona Fuji Kiko Automotive Limited (SFAL) Directors
In SFAL, your Company is holding 51% of the Equity Capital. During the year under review, Dr. Surinder Kapur, upon attaining
This Joint Venture Company has been established with Fuji the age of 65 years and as a step towards good Corporate
Kiko Co. Ltd., Japan with a business objective of Governance practice, expressed his willingness to relinquish his
manufacturing Columns to be used in the manufacturing of position of Managing Director of the Company, but has agreed
35
to continue as the Executive Chairman on the Board. The Board ii) selected such accounting policies and applied them
of Directors of the Company in its meeting held on 22nd October, consistently and made judgement and estimates that are
2008, while sharing the feelings of Dr. Kapur, decided to accede reasonable and prudent so as to give a true and fair view of
to his request and to effect succession planning, appointed Mr. the state of affairs of your Company at the end of the
Sunjay Kapur, as the Vice Chairman & Managing Director of the financial year and of the profit/loss of your Company for that
Company with effect from 22nd October, 2008 for a period of 3 period.
years. The requisite resolution pertaining to the appointment of iii) taken proper and sufficient care for the maintenance of
Mr. Sunjay Kapur is detailed at Item No. 7 of the Notice with adequate accounting records in accordance with the
relevant Explanatory Statement. The resolution is commended provisions of the Companies Act, 1956 for safeguarding the
for the Members’ approval. assets of your Company and for preventing and detecting
fraud and other irregularities; and
Mr. Waichiro Ijiri, who was appointed as a Director of the Company
to fill the casual vacancy caused due to withdrawal of nomination iv) prepared the Annual Accounts on a going concern basis.
of Mr. Tomizo Nakaya by JTEKT Corporation, Japan, shall retire at Auditors
the forthcoming Annual General Meeting pursuant to the
M/s. S.P. Puri & Co., Chartered Accountants, holds office as
provisions of Section 262 of the Companies Act, 1956. Requisite
Auditors until the conclusion of the forthcoming Annual General
notice under Section 257 of the Companies Act, 1956 has been Meeting and has indicated their willingness to be re-appointed
received from a member for his re-appointment. The resolution is as Auditors of the Company. The requisite certificate under Section
commended for the Members’ approval. 224(1B) of the Companies Act, 1956, has been received from
Pursuant to Article 122 of the Articles of Association of the them. The notes to accounts referred to in the Auditors’ Report
Company Mr. B.L. Passi, Mr. J.M. Kapur and Mr. Ravi are self-explanatory.
Bhoothalingam will retire by rotation at the forthcoming Annual Conservation of Energy, Technology Absorption, Foreign
General Meeting and being eligible, offer themselves for Exchange Earnings and Outgo.
re-appointment. A statement containing the necessary information as required
Audit Committee under the Companies (Disclosure of particulars in the Report of
Pursuant to the provisions of Section 292A of the Companies Directors) Rules, 1988 and forming part of the Directors’ Report
Act, 1956 and Clause 49 of the Listing Agreements with Stock for the year ended March 31, 2009 is given as Annexure - ‘A’ to
Exchanges, the Audit Committee of Directors of the Company this report.
consisted of the following members: Employees
i) Mr. Ravi Bhoothalingam; In accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of
ii) Mr. P.K. Chadha;
Employees) Rules, 1975, the particulars of employees are given in
iii) Mr. Sunjay Kapur Annexure - ‘B’ forming part of this report.
The Audit Committee in its meeting held on 20th May, 2002, had Acknowledgements
appointed Mr. Ravi Bhoothalingam as the Chairman of the Audit
Your Directors acknowledge with gratitude the co-operation and
Committee.
support extended by SONA’s customers namely Maruti Suzuki
The Board of Directors of the Company in their meeting held on India Limited, Hyundai Motors (India) Ltd., Toyota Kirloskar, Tata
18th July, 2008 reconstituted the Audit Committee of Directors. Motors Ltd., Mahindra & Mahindra, Hindustan Motors Ltd., JTEKT
The Audit Committee of Directors of the Company now consists Corporation, Japan, Mando Corporation, Korea and Fuji Autotech
of the following members: Europe S.A.S, the Financial Institutions, Banks, various agencies
of the Government, SONA’s collaborators – JTEKT Corporation,
i) Mr. Ravi Bhoothalingam;
Japan, Mando Corporation, Korea and Fuji Autotech AB, Sweden.
ii) Mr. P.K. Chadha;
Your Directors also wish to place on record their sincere
iii) Mr. Sunjay Kapur; and appreciation of the services rendered by all employees of the
iv) Lt.Gen.(Retd.) Shamsher Singh Mehta Company and are thankful to the Shareholders for their continued
patronage.
Directors’ Responsibility Statement
For and on behalf of the Board
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 Place : Gurgaon Dr. Surinder Kapur
relating to material departures; Dated : 30th April, 2009 Chairman
36
A NNEXURE - ‘A’ TO THE D IRECTORS’ R EPORT
Form - A : Particulars with respect to Conservation of Energy
Power and Fuel Consumption 2008-2009 2007-2008
Gurgaon* Dharuhera# Chennai Gurgaon* Dharuhera# Chennai
1 HSEB / TNEB Power (Units) 28,05,423 2,24,829 21,11,461 8,91,367 87,753 18,29,000
purchased (KWH)
Total Amount Rs. 1,25,17,468 10,18,755 1,14,48,862 47,10,884 5,25,469 92,38,000
Rate per unit Rs. 4.46 4.5 5.42 5.29 5.99 5.05
* 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 into
saving 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.
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 Company’s export sales amounted to Rs. 6892.76 Lacs.
39
The Annexure referred to in paragraph 1 of the Auditors’ vi. The Company has not accepted any deposits from the public
Report of even date to the members of Sona Koyo Steering covered under Section 58A, 58AA or any other relevant
Systems Limited for the year ended 31st March, 2009. provisions of the Companies Act, 1956.
On the basis of such checks as we considered appropriate, we vii. The Company has an adequate internal audit system, which
in our opinion, is commensurate with the size of the
further report that :
Company and the nature of its business.
i. (a) The Company has maintained proper records viii. We have broadly reviewed the books of account maintained
showing full particulars, including quantitative details by the Company in respect of manufacture of Company’s
and situation of fixed assets. automotive products pursuant to the order made by the
(b) All the fixed assets of the Company have not been Central Government for the maintenance of cost records
under Section 209(1)(d) of the Companies Act, 1956 and are
physically verified by the management during the year
of the opinion that, prima facie, the prescribed accounts and
but there is a regular phased programme of physical
records have been made and maintained. We have not,
verification which, in our opinion, is reasonable however, made a detailed examination of the records with a
having regard to the size of the Company and nature view to determine whether they are accurate or complete.
of its fixed assets. No material discrepancies were
ix. (a) According to the information and explanations given
noticed on such verification.
to us and on the basis of our examination of the
(c) In our opinion, and according to the information and books of account, the Company has been generally
explanations given to us, fixed assets disposals during regular in depositing undisputed statutory dues
the year were not substantial and therefore do not including Provident Fund, Investor Education and
affect the going concern assumption. Protection Fund, Employees’ State Insurance, Income
ii. (a) Physical verification of inventory, except stocks lying Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
with vendors has been conducted by the management Excise Duty, Cess and other material statutory dues
at reasonable intervals. In respect of inventory lying applicable to it. According to the information and
with vendors, these have been confirmed by them. In explanations given to us, no undisputed amounts
our opinion, the frequency of such verification is payable in respect of Provident Fund, Investor Education
reasonable. and Protection Fund, Employees’ State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs
(b) In our opinion and according to the information and
Duty, Excise Duty and Cess were outstanding, as at
explanations given to us, the procedures of physical
31st March, 2009 for a period of more than six months
verification of inventories followed by the
from the date they became payable.
management were found reasonable and adequate
in relation to the size of the Company and the nature (b) According to the information and explanations given
of its business. to us, and on the basis of our examination of the
books of account, there are no dues of Sales Tax,
(c) On the basis of examination of records of the
Income Tax, Customs Duty, Wealth Tax, Service Tax,
inventory, we are of the opinion that the Company is
Excise Duty and Cess which have not been deposited
maintaining proper records of inventory. The
on account of any dispute.
discrepancies noticed on verification between the
physical stocks and book records, which in our opinion x. The Company does not have accumulated losses as at 31st
March, 2009 but has incurred cash losses in the current
were not material have been properly dealt with in
financial year and had not incurred any cash losses in the
the books of account.
immediately preceding financial year.
iii. According to the information and explanations given to us xi. Based on our audit procedures and on the information
and on the basis of our examination of the books of and explanations given by the management, we are of the
account, the Company has neither granted or taken any opinion that the Company has not defaulted in repayment
loans, secured or unsecured, to or from companies, firms of dues to banks. There are no dues to financial institutions
or other parties listed in the register maintained under or debenture holders.
Section 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 the xii. According to the information and explanations given to
Order are not applicable to the Company. us, the Company has not granted loans and advances on
the basis of security by way of pledge of shares, debentures
iv. In our opinion, having regard to the information and and other securities.
explanations given to us that some of the inventory items
xiii. The Company is not a chit fund or a nidhi/mutual benefit
purchased are of specialised nature and for which
fund/society. Therefore, the provision of this clause of the
alternative quotations are not available, there are adequate
Companies (Auditor’s Report) Order, 2003 is not applicable
internal control procedures commensurate with the size of
to the Company.
the Company and the nature of its business for the purchase
of inventory, fixed assets and for sale of goods and services. xiv. According to information and explanations given to us,
During the course of our audit, no major weaknesses have the Company is not dealing or trading in Shares, Securities,
been noticed in the internal controls. Debentures and other investments.
v. Based on the audit procedures applied by us and according xv. According to the information and explanations given to
to the information and explanations given to us, the us, the Company has not given any guarantee for any loan
Company has not entered into any transactions during the taken by others from a bank or financial institution.
year that needs to be entered into the Register maintained xvi. Based on our audit procedures and on the information
under Section 301 of the Companies Act, 1956. and explanations given by the management, the term loans
40
have been applied for the purpose for which they were xix. The Company has no outstanding debentures during the
raised. year.
xvii. Based on the information and explanations given to us xx. The Company has not raised any money by public issue
and on an overall examination of the Balance Sheet of the during the year.
Company as at 31st March, 2009, we report that the xxi. Based on the audit procedures performed and the
Company has used part of year end amount of Rs. 57.50 information and explanations given by the management,
crores short term unsecured bridge loans from banks to we report that no fraud on or by the Company has been
finance the increase in production capacity of the Company. noticed or reported during the year.
xviii. Based on the audit procedures performed and the
information and explanations given to us by the
management, we report that the Company has made For S.P. Puri & Co.,
allotment of shares during the year on conversion of
Chartered Accountants
Preferential Convertible Warrants issued in earlier year to
Companies covered in the Register maintained under Section
301 of the Companies Act, 1956 and the price at which the
Equity Shares have been allotted is not prejudicial to the Place : Gurgaon (Vidur Puri - Partner)
interest of the Company. Dated : 30th April, 2009 Membership No. 90163
41
B ALANCE S HEET
A S AT 31ST M ARCH, 2009
As at As at
Particulars Schedule 31st March, 2009 31st March, 2008
Rs./Lacs Rs./Lacs
I. SOURCES OF FUNDS
1. Shareholders’ Fund
a) Share Capital 1 1987.42 1938.94
b) Reserves & Surplus 2 14680.45 16205.74
Sub-Total 16667.87 18144.68
2. Loan Funds
a) Secured Loans 3 18149.19 11505.73
b) Unsecured Loans 4 5750.00 7000.00
Sub-Total 23899.19 18505.73
1. Fixed Assets
a) Gross Block 5 44238.67 37457.19
Less : Depreciation 13525.14 11042.05
Net Block 30713.53 26415.14
b) Capital Work In Progress 1999.30 32712.83 2585.88 29001.02
EXPENDITURE
Raw Materials and Components Consumed 56239.79 50394.47
Decrease/(Increase) in Stock of
Finished Goods and Work-in-Process 15 (29.29) 109.54
Excise Duty on Increase / (Decrease) in finished goods 0.58 3.89
Manufacturing Expenses 16 3315.51 3478.63
Employees’ Remuneration and Benefits 17 5384.15 4942.05
Administrative, Selling & Other Expenses 18 3259.54 2974.77
Research & Development Expenses 20(6) 92.64 107.01
Finance Charges 19 3168.45 1184.26
71431.37 63194.62
S CHEDULE — 1
S HARE C APITAL
AUTHORISED
25,00,00,000 Equity Shares of Re. 1/- each 2500.00 2500.00
(Previous Year 12,50,00,000 Equity Shares of Rs. 2/- each)
2500.00 2500.00
ISSUED, SUBSCRIBED AND PAID UP
19,87,41,832 Equity Shares of Re. 1/- each, fully paid up. 1987.42 1938.94
(Previous Year 9,69,47,235 Equity Shares of Rs. 2/- each, fully paid up)
1987.42 1938.94
S CHEDULE — 2
R ESERVES & S URPLUS
Capital Reserve 0.44 0.44
(On account of reissue of forfeited Equity Shares)
Capital Redemption Reserve 120.66 120.66
Securities Premium Account
- Balance as on 01-04-2008 7343.35
- Add : Securities Premium on account of Preferential Issue of Shares 1577.82 8921.17 7343.35
General Reserve
- Balance as on 01.04.2008 6290.71 6290.71
14680.45 16205.74
S CHEDULE — 3
SECURED L OANS
Term Loans from Banks 13899.82 9752.50
Term Loans from Others 237.10 643.35
Short Term Loans from Banks 3801.38 791.20
Sales Tax Loan 210.89 318.68
18149.19 11505.73
44
NOTES :
1. Term Loans from Banks include :
a) External Commercial Borrowings of USD 2.5 Milion (Previous Year USD 5 Million) secured by first pari passu charge on all the movable and
immovable properties both present and future.
b) Rupee Term Loan of Rs. 12623 Lacs (Previous Year Rs. 7760 Lacs) secured by first pari passu charge over the entire movable and immovable fixed
assets of the Company, both present and future, except the assets exclusively charged to GE Capital. Rupee Term Loan to the extent
Rs. 2100 Lacs are further secured by way of second charge on current assets, on pari passu basis.
2. Term Loan from others of Rs. 237.01 Lacs (Previous Year Rs. 643.34 Lacs) secured by exclusive first charge on specific equipments financed.
3. The Short Term Loans from Banks are secured by hypothecation of inventories, book debts and other receivables both present & future.
4. Sales Tax Loan is secured by pari passu first charge over all immovable properties including embedded fixed assets of the Company excluding the
assets exclusively charged to other lenders.
SCHEDULE — 4
UNSECURED L OANS
Short Term Loan and Avances from Banks 5750.00 7000.00
5750.00 7000.00
SCHEDULE — 5
FIXED A SSETS
(Rs./Lacs)
Sl. Assets Gross Block (At Cost) Depreciation Net Block
No. As At Additions Sales/ As at Upto For the Written As at As at As at
01.04.08 Disposal 31.03.09 01.04.08 Year Back 31.03.09 31.03.09 31.03.08
Tangible Assets
1. Land 768.12 1180.92 0.00 1949.04 0.00 0.00 0.00 0.00 1949.04 768.12
2. Building 4627.28 849.48 0.00 5476.76 550.42 168.61 0.00 719.03 4757.73 4076.86
3. Lease Hold Improvements 174.63 0.00 0.00 174.63 146.15 17.74 0.00 163.89 10.74 28.48
4. Plant & Machinery 26385.42 3759.99 65.25 30080.16 8390.79 1785.86 2.05 10174.60 19905.56 17994.63
5. Jigs & Fixture 315.80 43.88 0.00 359.68 81.09 22.68 0.00 103.77 255.91 234.71
6. Electric Installation 1411.38 194.63 0.00 1606.01 268.59 98.09 0.00 366.68 1239.33 1142.79
7. Furniture & Fixture 726.64 54.00 0.00 780.64 330.96 44.93 0.00 375.89 404.75 395.68
8. Office Equipment 1921.41 118.21 0.00 2039.62 1045.31 166.21 0.00 1211.52 828.10 876.10
9. Vehicles 264.40 3.81 13.21 255.00 94.63 27.03 8.32 113.34 141.66 169.77
10.R&D-Plant & Machinery 412.32 20.17 0.00 432.49 * 32.22 23.52 0.00 55.74 376.75 380.10
11.R&D-Computers 85.45 2.89 0.00 88.34 * 40.81 13.62 0.00 54.43 33.91 44.64
Intangible Assets
1. R&D-Computer Software 55.73 0.00 0.00 55.73 * 11.68 9.01 0.00 20.69 35.04 44.05
2. Computer Software 28.57 1.82 0.00 30.39 2.75 4.78 0.00 7.53 22.86 25.82
3. New Product Development Cost 280.04 630.14 0.00 910.18 46.65 111.38 0.00 158.03 752.15 233.39
Total 37457.19 6859.94 78.46 44238.67 11042.05 2493.46 10.37 13525.14 30713.53 26415.14
Total (Previous Year) 23146.21 14348.36 37.38 37457.19 9386.81 1677.51 22.27 11042.05 26415.14
Capital Work In Progress - Tangible Assets 1037.50 2046.59
Capital Work In Progress - Intangible Assets 961.80 539.29
1999.30 2585.88
*Research & Development assets qualifying for tax benefit under Section 35 (2AB) of the Income Tax Act, 1961.
45
31st March, 2009 31st March, 2008
Rs./Lacs Rs./Lacs
S CHEDULE — 6
I NVESTMENTS
LONG TERM (Valued At Cost)
UNQUOTED :
In Trade Investments :
i) 1,33,334 Equity Shares of Rs. 10/- each in Roop Automotive Ltd. 20.00 20.00
ii) 49,29,636 Equity Shares of Euro 1 each, in Fuji Autotech Europe 2932.10 2932.10
S.A.S. (Incorporated in France)
iii) 24,000 Equity Shares of USD 1 each, in Sona Autocomp Inc., 10.79 10.79
(Incorporated in USA)
iv) 12,000 Equity Shares of Euro 1 each, in Sona Autocomp Europe SARL., 6.87 6.87
(Incorporated in France)
v) 27,60,000 (Previous Year Nil) Equity Shares of Rs. 10/- each, in AAM 276.00 0.00
Sona Axle Pvt. Ltd., (Acquired During the Year)
vi) 30,00,000 (Previous Year Nil) Equity Shares of Rs. 10/- each, in Sona 300.00 0.00
Mobility Services Ltd. (Acquired during the year)
In Subsidiary Companies :
vii) 50,99,993 (Previous Year 20,81,493) Equity Shares of Rs 10/- each, in Sona Fuji 510.00 208.15
Kiko Automotive Ltd. (30,18,500 Equity Shares acquired during the year)
viii) 1,51,89,994 (Previous Year 48,74,997) Equity Shares of Rs. 10/- each, 1519.00 487.50
in JTEKT Sona Automotive India Ltd. (10,31,49,997 Equity Shares acquired
during the year)
ix) 37,142 Equity Shares of Rs. 100/- each, in Arjan Stampings Ltd. 300.00 300.00
5874.76 3965.41
S CHEDULE — 6A
A DVANCES FOR INVESTMENTS (Pending Allotments)
i) JTEKT SONA Automotive India Ltd. 0.00 490.00
ii) Sona Fuji Kiko Automotive Ltd. 0.00 403.85
iii) AAM Sona Axle Pvt. Ltd. 0.00 276.00
0.00 1169.85
S CHEDULE — 7
I NVENTORIES
Stores and Spare Parts 260.12 351.17
Raw Materials and Components 1671.21 1271.01
Work-in-process 380.63 413.25
Finished Goods 123.09 61.18
Tools 387.83 438.55
2822.88 2535.16
Less : Provision for Obsolence in Inventory 29.54 0.00
2793.34 2535.16
S CHEDULE — 8
S UNDRY D EBTORS
(Unsecured, considered good)
Debts outstanding for a period exceeding six months 177.54 196.43
Other Debts 7892.69 6862.62
8070.23 7059.05
(Unsecured, considered doubtful)
Debts outstanding for a period exceeding six months 0.00 18.62
Less : Provision for doubtful Debts 0.00 18.62
8070.23 7059.05
46
31st March, 2009 31st March, 2008
Rs./Lacs Rs./Lacs
S CHEDULE — 9
C ASH A ND B ANK BALANCES
Cash and Cheques in hand 3.88 5.20
Balances with Scheduled Banks in Current Accounts 228.75 1481.41
232.63 1486.61
S CHEDULE — 10
O THER CURRENT A SSETS
(Unsecured, considered good)
Claims Receivable 36.14 122.53
36.14 122.53
S CHEDULE — 11
L OANS A ND ADVANCES
(Unsecured, considered good)
S CHEDULE — 13
M ISCELLANEOUS E XPENDITURE
(To the extent not written off or adjusted)
Deferred Revenue Expenditure
Project Expenses
- Opening Balance: 01.04.2008 14.65
- Less: Written off during the year 14.65 0.00 14.65
0.00 302.14
47
31st March, 2009 31st March, 2008
Rs./Lacs Rs./Lacs
S CHEDULE — 14
O THER I NCOME
Lease Rental Income 0.44 0.52
Sales of Scrap and Miscellaneous Items 273.09 278.15
Dividend from Long Term Trade Investments 2.00 0.00
Miscellaneous Income 102.02 22.65
Exchange Gain on Foreign Currency Loans 0.00 307.85
Profit on disposal of Fixed Assets 0.12 0.00
377.67 609.17
S CHEDULE — 15
(INCREASE)/DECREASE IN S TOCK OF F INISHED
G OODS AND WORK IN P ROCESS
INVENTORY as at 31.03.2008
Finished Goods 61.18
Work-in-process 413.25 474.43 583.97
INVENTORY as at 31.03.2009
Finished Goods (123.09)
Work-in-process (380.63) (503.72) (474.43)
(29.29) 109.54
S CHEDULE — 16
M ANUFACTURING EXPENSES
Stores and spare parts consumed 945.06 1001.65
Loose tools consumed 473.66 512.88
Power and fuel 994.31 964.88
Freight & Octroi charges 390.65 357.68
Machine repairs and maintenance 256.71 309.95
Royalty 255.12 331.59
3315.51 3478.63
S CHEDULE — 17
E MPLOYEES’ R EMUNERATION AND B ENEFITS
Salaries, wages and allowances 4019.57 3702.40
Contribution to Provident and other Funds 560.91 385.59
Employees’ welfare expenses 803.67 854.06
5384.15 4942.05
48
31st March, 2009 31st March, 2008
Rs./Lacs Rs./Lacs
SCHEDULE — 18
ADMINISTRATIVE, S ELLING AND O THER E XPENSES
Rent 123.55 115.42
Rates and taxes 6.78 8.40
Insurance 69.27 70.11
Building repairs and maintenance 39.20 48.20
Other repairs and maintenance 153.48 127.69
Travelling, Conveyance and Vehicle Expenses 436.78 640.11
Communication & Stationery Expenses 156.75 164.37
Legal & Professional Charges 483.09 369.32
Security Charges 81.19 78.71
Business Promotion 33.47 68.29
Forwarding Expenses 1059.46 961.08
Directors’ Sitting Fees 8.04 6.18
Exchange Loss on Foreign Currency Loans 507.78 0.00
Provision for Obsolence of Inventory 29.54 0.00
Loss on Disposal of Assets 0.00 3.98
Miscellaneous Expenses 57.92 299.19
Auditors’ Remuneration
Audit Fee 6.00 6.00
Fee for other services (i) Taxation Matters 2.00 2.00
(ii) Limited Review Fee 2.25 2.25
(iii) Certifications 2.99 3.22
Out of Pocket Expenses 0.00 0.25
3259.54 2974.77
SCHEDULE — 19
FINANCE CHARGES
Interest on fixed loans 2400.79 830.17
Other interest 232.46 191.09
2633.25 1021.26
Less : Interest received (Gross) 48.34 83.91
Net interest on loans 2584.91 937.35
Bank and other finance charges 359.13 106.07
Cash discount 224.41 140.84
3168.45 1184.26
SCHE DULE – 20
CHEDULE
NOTES TTO
O THE A CCOUNTS
1. SIGNIFICANT ACCOUNTING POLICIES
I. Accounting Convention :
The financial statements have been prepared in accordance with applicable accounting standards in India notified
under section 211 (3C) of the Companies Act, 1956. Financial statements have also been prepared in accordance
with relevant presentation requirements of the Companies Act, 1956 of India.
II. Basis of Accounting :
The financial statements are prepared under the historical cost convention on an accrual basis.
III. Fixed Assets and Depreciation :
Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation. Cost comprises of the
purchase price, incidental expenses, erection/commissioning expenses and financial charges upto the date the fixed
asset is ready for its intended use.
Product development costs incurred on new products for which letters of intent have been received from customers
are accumulated and recognised as intangible assets, (included under fixed assets) and are amortised over a period
of six years.
49
Fixed Assets are reviewed for impairment on each Balance Sheet date.
The Company provides depreciation on fixed assets on the straight-line method at the rates specified in Schedule
XIV to the Companies Act, 1956 on a pro-rata basis from the month in which the asset is put to use, except as
stated below:
- Leasehold improvements are depreciated at the rate of 20% per annum or over the period of lease if less than
five years.
- Assets situated at employees’ residence are depreciated at the rate of 33.33% per annum.
- Vehicles are depreciated at the rate of 12% per annum from April, 2003.
Pursuant to adoption of AS-26, issued by the ICAI, for accounting of Intangible Assets, software, which is not an
integral part of the related hardware is classified as intangible assets and are being amortised over a period of 72
months, being the estimated useful life.
IV. Technical know-how expenses :
Lump sum technical know-how fees paid to the Technical Collaborator for acquiring plant or building or equipment
related know-how is capitalized to the relevant asset and is depreciated as per the Company’s accounting policy.
Lump sum technical know-how fees paid to the Technical Collaborators for acquiring production process know-
how other than for development of new products is written off to revenue.
Composite lump sum technical know-how fees paid for both the above mentioned type of know-how is apportioned
between the two based on technical estimates made by the Company. Running royalty paid to the collaborators
is written off to revenue in the year in which it accrues.
V. Leases :
a) Finance Lease:
Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to
ownership of the leased item, are capitalized at the fair market value and disclosed as leased assets. Lease
payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a
constant rate of interest on the remaining balance of the liability. Finance charges are charged to the Profit &
Loss Account.
b ) Operating Lease:
Operating lease payments are recognised as an expense in the Profit & Loss Account on a straight line basis
over the lease term.
VI. Investments :
Long term Investments are valued at their acquisition cost. Provision for diminution, other than temporary, is made
wherever necessary.
VII. Inventory Valuation :
a) Stores and spare parts are valued at lower of weighted average cost and net realisable value.
b) All tools (including loose tools) are written off over their useful life and un-issued tools are valued at lower of
weighted average cost and market value.
c) Raw materials, Components and Work-in-Process are valued at lower of weighted average cost and net realisable
value.
d) Finished Goods are valued at lower of weighted average cost and net realisable value.
Finished Goods and Work in Process include costs of conversion and other costs incurred in bringing the inventories
to their present location and condition
VIII. Foreign Currency Transactions :
Foreign currency transactions are recorded on the basis of average of the exchange rates in force during the
relevant week of each month. Gains and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit & Loss
Account. In case of transaction covered by forward contracts, the difference between the contract rate and exchange
rate prevailing on the date of transaction is charged to Profit & Loss Account, proportionately over the contract
period. All assets and liabilities denominated in foreign currency are restated at relevant year end rates.
IX. Excise :
Excise duty on finished goods manufactured is accounted on the basis of production of goods.
50
X. Research & Development :
a) Capital Expenditure for Research & Development is capitalised in the year of installation.
b) Revenue expenses incurred for Research & Development for existing products are charged to Profit & Loss
Account of the year.
XI. Income :
1) Revenue Recognition - Revenue from sale of goods is recognised on transfer of all significant risks and rewards
or ownership to the buyer, which generally coincides with dispatch of goods to the customers. Sales include
jobwork charges.
2) Price escalation claims from customers and discounts from suppliers are accounted in the year under audit, only
if they are settled with the customers and suppliers respectively up to the date of finalisation of accounts.
3) Dividend on investment is accounted in the year in which it is declared.
4) All export benefits are recognised as income when there is substantial certainty as to their realisibility e.g.
a) DEPB license recognized as income on the relevant application being filed.
b) Duty draw back is accounted in the year of export.
XII. Expenses :
a) Discounts to customers and price escalation to suppliers to the extent not settled at the Balance Sheet date are
accounted on the basis of reasonable estimates made after considering negotiations with vendors/customers.
b) Jigs and fixtures costing less than Rs. 5,000/- each are written off in the year of purchase.
c) Goods received are accounted as purchases on satisfactory completion of inspection.
XIII. Borrowing Cost :
Borrowing costs on loans relatable to qualifying assets are capitalized to the extent incurred prior to these assets
being put to use. Other borrowing costs are written off in the year to which they pertain.
XIV Employees’ Benefis :
Provident Fund
Contributions to defined contribution schemes such as Provident Fund, etc. are charged to the Profit & Loss Account
as incurred. In respect of certain employees, Provident Fund contributions are made to a Trust administered by the
Company. The interest rate payable to the members of the Trust shall not be lower than the statutory rate of interest
declared by the Central Government under the Employees Provident Funds and Miscellaneous Provisions Act, 1952
and shortfall, if any, shall be made good by the Company. The remaining contributions are made to a government
administered Provident Fund towards which the Company has no further obligations beyond its monthly contributions.
Gratuity
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The
Company has an Employee Gratuity Fund managed by LIC. The Company accounts for the liability of Gratuity
Benefits payable in future based on an independent actuarial valuation.
Leave Encashment
The Company provides for the encashment of leave with pay subject to certain rules for certain grade of employees.
The eligible employees are entitled to accumulate leave subject to certain limits, for future encashment/availment.
The liability is provided based on the number of days of unutilized leave at each balance sheet date on the basis of
an independent actuarial valuation.
Termination Benefits
Termination benefits are recognised as an expense as and when incurred or only when the obligation can be reliably
estimated.
XV. Taxation
Taxation:
Taxes on income for the current year are determined on the basis of provisions of Income Tax Act, 1961.
Deferred Tax is recognised on timing differences between the accounting income and the taxable income for the year
and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.
Deferred Tax assets are recognised and carried forward to the extent that there is a virtual certainity that sufficient
future taxable income will be available against which such deferred tax asset can be realised.
Fringe Benefit Tax is determined at current applicable rates on expenses falling within the ambit of ‘Fringe Benefit’,
as defined under Income Tax Act, 1961.
51
XVI. Contingencies:
Loss contingencies arising from claims, litigations, assessments, fines, penalties, etc., are recorded when it is
probable that a liability will be incurred, and the amount can be reasonably estimated.
Warranty cost is provided on the basis of cost of warranty claims received from the customers and a reasonable
estimate for future claims is made based on empirical data.
XVII. Earning Per Share
Annualised Basic earning per equity share is arrived at based on net profit/(loss) after taxation to the basic/
weighted average number of equity shares.
Current Year Previous Year
Rs./Lacs Rs./Lacs
2. Capital Commitment :
Estimated amount of contracts remaining 1875.78 3392.26
to be executed on capital account not provided for
3. Contingent Liabilities :
I. Claims against the Company not acknowledged
as debt on account of
a) Excise Duty 683.72 582.17
b) Service Tax 76.21 82.83
c) Income Tax - Matters in Appeal 102.16 163.09
II. Customer Bills Discounted 1925.00 3919.41
III. Letter of credit opened by banks for purchase of inventory/capital goods 184.92 0.00
4. Miscellaneous Expenditure :
Miscellaneous expenditure consists of payments made in earlier years towards technical know how, new product
development expenses and new project expenses which are amortised on a straight line over a period not exceeding 6
years. Accordingly, Rs. 302.15 Lacs (Previous Year Rs.149.10 Lacs) for the current year has been recognised in Profit & Loss
Account.
5. Purchases are net of Rs. 2093.10 Lacs (Previous Year Rs. 2530.19 Lacs) being the value of dispatches made to vendors for job
work.
6. The Company has an R & D Centre (Approved by the Department of Scientific and Industrial Research, Ministry of Science &
Technology, Govt. of India) on which revenue expenditure incurred in addition to capital expenditure of Rs. 23.06 Lacs
(Previous Year Rs. 106.16 Lacs) is as under:
a) Travelling Expenses 6.13 23.49
b) Salary & Allowances 79.12 67.62
c) Components, Tools & Spares 5.31 7.88
d) Other 2.08 8.02
TOTAL 92.64 107.01
7. Fixed Assets / Capital work in progress during the year includes :
a) Technical know-how Fees 218.46 21.21
b) Professional Charges 19.52 75.36
c) Development Expenses 29.21 17.05
d) Components, Tools & Spares 795.46 330.47
e) Travelling Expenses 140.57 118.05
f) Interest & Bank Charges 127.78 292.36
g) Others 30.02 58.34
h) Salary 325.73 677.43
i) Training 6.18 0.00
TOTAL 1692.93 1590.27
8. The amount of Excise Duty and other Taxes recovered on sales is reduced from income and comprise Sales Tax of
Rs. 2671.43 Lacs (Previous Year Rs. 2902.72 Lacs) and Excise Duty of Rs. 9016.83 Lacs (Previous Year Rs. 11469.55 Lacs).
52
9. Information in terms of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 :
Details of dues to Micro, Small and Medium Enterprises as per 31st March, 2009 31st March, 2008
MSMED Act, 2006 (Rs. Lacs) (Rs. Lacs)
The principal amount and the interest due thereon remaining Principal - 61.17 Principal - 0.00
unpaid to any supplier as at the end of each accounting year Interest - 0.00 Interest- 0.00
The amount of interest paid by the buyer in terms of Section 16, of 0.00 0.00
the Micro, Small and Medium Enterprises Development Act, 2006
along with the amounts of the payment made to the supplier beyond
the appointed day during each accounting year
The amount of interest due and payable for the period of delay in 0.00 0.00
making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified under
Micro, Small and Medium Enterprises Development Act, 2006.
The amount of interest accrued and remaining unpaid at the end 0.00 0.00
of each accounting year, and the amount of further interest remaining
due and payable even in the succeeding years, untill such date when
the interest dues as above are actually paid to the small enterprises
for the purpose of disallowance as a deductible expenditure under
Section 23 of the Micro Small and Medium Enterprises Development
Act, 2006.
ii) The Company operates post retirement defined benefit plan for retirement gratuity, which is funded.
iii) Detail of the post retirement funded Gratuity plan and Leaves, which is unfunded, are as follows :
53
Gratuity (Funded) Leaves (Unfunded)
Current Year Previous Year Current Year Previous Year
(Rs./ Lacs) (Rs./ Lacs) (Rs./ Lacs) (Rs./ Lacs)
4. Expense recognised during the year:
a) Current Service Cost 57.70 43.26 20.59 34.21
b) Interest Cost 34.13 25.54 12.27 10.47
c) Expected return on Plan Assets (39.09) (31.51) 0.00 0.00
d) Actuarial (Gain) / Loss 185.38 58.58 88.21 7.73
e) Expenses recognised during the year 238.12 95.87 121.07 52.41
5. Assumptions:
a) Discount Rate (per annum) 7.50% 8.00% 7.00% 8.00%
b) Expected rate of return on Plan Assets (per annum) 9.30% 9.00% N.A. N.A.
c) Rate of increase in compensation level (per annum) 5.00% 5.50% 3.00% 5.50%
The expense is disclosed in the line item - contribution to Provident and other Funds.
11. In terms of the resolution passed by the Company on 22nd November 2006, 70,40,216 Warrants were alloted to the
Promoter/Promoter Group(s) on 7th December 2006. Out of these convertible warrants, 46,16,535 Warrants were eligible
for conversion at the option of the Warrant holders, into Equity Shares of the Company at a price of Rs. 67.10 per Warrant
within a period from 1st April, 2007 to 30th April 2007 and 24,23,681 Warrants at same terms and conditions from
1st April, 2008 to 30th April 2008. One Optionally Convertible Warrant was to be converted into one Equity Share of Rs. 2/-
each at a premium of Rs 65.10 per Equity Share. During the period the option has been exercised by promoters and
24,23,681 Warrants have been converted into Equity Shares as per the terms and conditions laid down.
12. Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956:
A) Particulars of Capacity (as certified by the management & accepted by the Auditors)
Steering Gear Assembly incl. Components 1698427 44148.68 1901389 51100.76 17198 42.86 12819 26.10
Axle Assembly including Components 732383 10335.22 879058 12068.32 1005 3.34 38 0.71
Rack & Pinion Assy. 812774 13297.47 513797 9457.83 3697 35.34 354 11.79
Column & UJ Assy. 1144128 8324.89 1102958 6507.26 3644 26.16 1832 22.58
Others incl. sale of bought out Components — 4898.45 — 3594.40 — — — —
as Spares
Total 81004.71 82728.57 107.70 61.18
Notes : 1. Above values include price escalation claims/reduction.
2. In view of the number of Components and Spares being large and having different units of measurement, it is
not possible to give quantitative information.
54
C) Raw Material and Components consumed (Rs./Lacs)
Item Current Year Previous Year
Qty./M.Ton Value Qty./M.Ton Value
Raw Material : Steel Bars (In M.T.) 604.89 338.65 662.39 387.90
Components — 55901.14 — 50006.57
Total 604.89 56239.79 662.39 50394.470
Note: In view of innumerable sizes/number of the components it is not possible to give quantitative details.
D) Value of consumption of imported and indigenous raw materials, components and percentage of each to total
consumption:
301.86 512.29
* Dr. Surinder Kapur, Chairman & Managing Director (Upto 22nd October, 2008 & Chairman w.e.f. 23rd October, 2008) and Mr. K.M.
Deshmukh, Dy. Managing Director (w.e.f. 1st May, 2008)
56
15. Interest in Joint Ventures
a) The Company holds 24,000 Equity Shares of US $1 each in Sona Autocomp Inc., incorporated in USA. This being 24% of the paid
up share capital of Sona Autocomp Inc.
The Company's interest in this joint venture is reported as Long Term Investments (Schedule 6) and is stated at Cost.
The Financial Statements, unaudited and certified by the management of Sona Autocomp Inc., U.S.A. are drawn upto 31st March,
2009. The previous year’s figure have been restated on the basis of revised unaudited figures and are for the period 1st April 2007
to 31st December, 2007.
The Company's share of each of assets, liabilities, income and expenses etc. related to its interest in this joint venture is as follows:
Current Year Previous Year
Rs./Lacs Rs./Lacs
A) Assets
1. Fixed assets (Net block) 0.34 0.68
Capital work in progress 0.00 0.00
Investments 0.00 0.00
2. Current Assets, Loans and advances
Inventories 0.00 0.00
Sundry debtors 0.00 0.00
Cash and bank balance 1.07 1.11
Other current assets 8.80 0.06
B) Liabilities
1. Loan funds 0.00 0.00
2. Current Liabilities and Provisions 1.02 0.00
3. Capital & Reserves 8.02 1.75
C) Income
1. Sales and Services (Net) 42.74 31.15
2. Other Income 0.00 0.00
D) Expenditure
1. Salaries 19.05 16.55
2. Insurance 0.24 0.22
3. Fixed Expenses 8.63 7.28
4. Taxes 2.89 1.39
5. Others 5.66 8.33
A) Assets
1. Fixed assets (Net Block) 0.00 0.00
Investments 0.00 0.00
B) Liabilities
1. Loan funds 1.76 0.03
2. Current Liabilities and Provisions 89.21 93.17
3. Share Holder Fund 12.86 8.58
57
Current Year Previous Year
Rs./Lacs Rs./Lacs
C) Income
1. Sales and Services (Net) 179.12 104.25
2. Other Income 15.28 6.76
D) Expenditure
1. Cost of Sales 179.27 91.61
2. Salaries and Wages 5.72 4.78
3. Selling and Admn. Expenses 5.25 12.18
4. Provision for taxation 1.52 0.87
c) The Company has acquired during the year 2760000 Equity Shares of Rs. 10 each in AAM Sona Axle Pvt. Ltd. incorporated in India.
This being 30% of the paid up capital of Aam Sona Axle Pvt. Ltd..
The Company’s interest in this joint venture is reported as Long Term Investments (Schedule 6) and is stated at Cost.
The Financial Statements, unaudited and certified by the management of Aam Sona Axle Pvt. Ltd. are drawn upto 31st March,
2009.
The Company’s share of each of assets, liabilities, income and expenses etc. related to its interest in this joint venture is as follows:
A) Assets
1. Fixed assets (Net block) Including CWIP 751.67 0.00
Investment 0.00 0.00
2. Current Assets, Loans and advances
Inventories 0.00 0.00
Sundry debtors 3.22 0.00
Cash and bank balance 39.91 0.00
Other current assets 6.06 0.00
B) Liabilities
1. Loan funds 448.58 0.00
2. Current Liabilities and Provisions 19.98 0.00
3. Shareholder Fund 334.80 0.00
C) Income
1. Sales and Services (Net) 0.00 0.00
2. Other Income 0.00 0.00
D) Expenditure
1. Cost of Sales 0.00 0.00
2. Salaries and Wages 0.00 0.00
3. Selling and Admn. Expenses 0.00 0.00
4. Provision for taxation 0.00 0.00
16. The Company is primarily engaged in the business of auto components of four wheelers, which are governed by the same set of risk
and returns and hence there is only one primary segment. The Company operates mainly to the needs of domestic market and export
turnover is less than ten percent of the total turnover and hence there are no reportable secondary geographical segments.
17. Deferred Tax Liability (Net) of Rs. 1172.11 Lacs (Previous Year Rs.2668.86 Lacs) as shown in the Balance Sheet consist of:
A) Deferred tax liability representing tax arising out of
timing difference on account of
(i) Depreciation 3039.26 2595.63
(ii) Deferred Revenue Expenditure 0.00 112.06
(iii) Custom Duty & Excise Duty 23.79 9.96
3063.05 2717.65
B) Deferred tax asset representing future tax benefit on
(i) Leave Encashment Provision 22.36 22.55
(ii) Others 0.00 19.00
(iii) Gratuity 0.00 7.24
(iv) Unabsorbed Depreciation and Business Loss 1868.58 0.00
1890.94 48.79
Net Deferred Tax Liability (A-B) 1172.11 2668.86
58
Current Year Previous Year
Rs./Lacs Rs./Lacs
18. Earning Per Share (EPS)
- Net Profit after Tax (3103.11) 2519.48
- Profit/(Loss) attributable to the Equity Shareholders (A) (3103.11) 2519.48
- Basic/Weighted Average number of Equity Shares (Nos.) (B) 198,337,884 193,105,048
outstanding during the year (Nos.)
- Nominal Value of Equity Shares (In Rs.) 1.00 1.00
- Basic Earnings Per Share (In Rs.) (1.56) 1.30
21. The Company was in the process of construction of a Plant at Singur in the state of West Bengal for supply of auto parts
to Tata Motors Limited primarily for use in the manufacture of its new small car ‘Nano’. In view of continued instability at
Singur, Tata Motors Limited has suspended the work at the location. As a result of this, the Management of the Company
has also taken a decision to suspend the construction for the time being.
The Company continues to hold the title to land and lease rent is being paid on time to the Government. A decision
regarding the potential use of land and other infrastructure already created at the site is under consideration of the
Management. Pending a detailed evaluation of options relating to the facility, the land and capital work in progress
continues to be stated at the carrying cost.
22. Raw Material and Components Consumed includes purchase of traded goods of Rs 215.20 Lacs (Previous Year
Rs. 273.63 Lacs).
23. Previous year figures have been regrouped/recast, wherever necessary.
59
S CHEDULE — 21
R ELATED P ARTY D ISCLOSURES
TRANSACTIONS WITH RELATED PARTIES
(Rs./Lacs)
Significant Substantial Joint Others Subsidiaries Key Relative Total
control Interest Venture (Significant Management of key
Influence) Personnel Management
Personnel
(1) (2) (3) (4) (5) (6) (7) (8)
PURCHASE OF GOODS 13233.24 0.43 6431.57 452.92 20118.15
Purchase of Goods (Previous Year) (13843.15) (72.84) (5839.04) (24.06) (19779.09)
SALE OF GOODS 0.18 963.30 43551.05 74.81 44589.34
Sale of Goods (Previous Year) (1.95) (569.88) (45877.16) 0.00 (46448.99)
RENDERING OF SERVICES 35.98 84.21 177.84 136.71 434.74
Rendering of Services (Previous Year) 0.00 0.00 (155.70) 0.00 (155.70)
RECEIVING OF SERVICES 287.71 43.35 147.86 0.00 478.92
Receiving of Services (Previous Year) (140.88) (38.11) (184.04) 0.00 (363.03)
REIMBURSEMENT OF EXPENSES RECOVERED 0.00 0.00 0.00 0.00 0.00
Reimbursement of Expenses recovered (Previous Year) 0.00 (20.99) (20.20) 0.00 (41.19)
REIMBURSEMENT OF EXPENSES 0.00 7.47 0.00 0.00 7.47
Reimbursement of Expenses (Previous Year) 0.00 0.00 (11.13) (10.25) (21.38)
LEASING OF PREMISES 0.00 0.00 12.14 0.00 12.14
Leasing of Premises (Previous Year) (18.86) 0.00 (2.30) 0.00 (21.15)
SHARE CAPITAL 0.00 0.00 0.00
Share Capital (Previous Year) (16.70) (66.40) (83.10)
SHARE PREMIUM 0.00 0.00 0.00
Share Premium (Previous Year) (543.70) (2161.16) (2704.83)
INVESTMENT IN SHARE CAPITAL 300.00 539.00 839.00
Investment in share capital (Previous Year) (2169.87) (2.50) (2172.37)
Refund of Application Money 102.00 102.00
Advance Received 80.00 80.00
REMUNERATION* 27.24 95.00 122.24
Remuneration (Previous Year) (54.38) (124.47) (178.86)
DIRECTORS’ SITTING FEE 0.62 0.62 1.24
Directors’ Sitting Fee (Previous Year) (5.25) (0.93) (6.18)
DIRECTORS’ COMMISSION 0.00
Directors’ Commission (Previous Year) (153.00) (7.00) (160.00)
DIVIDEND PAID 139.81 48.30 0.20 188.31
Dividend Paid (Previous Year) (136.40) (136.40)
DIVIDEND RECEIVED 0.00
Dividend Received (Previous Year) 0.00 0.00
OUTSTANDING BALANCE AS ON 31.03.2009 (DEBIT) 378.89 2313.35 2692.24
Outstanding balance as on 31.3.2008 (Debit) (0.31) (335.83) (3029.12) (3365.26)
OUTSTANDING BALANCE AS ON 31.03.2009 (CREDIT) 5210.78 623.12 73.92 5907.82
Outstanding balance as on 31.03.2008 (Credit) (4113.99) (265.77) (24.06) (4403.82)
1. Figures in bracket are in respect of the previous year.
2. * Remuneration included Superannuation and Provident Fund.
Name of Related Parties & Description of Relationship is as below
1. The Individual/Entity Exercise Control over the Company 1. Dr. Surinder Kapur
2. The entity having substantial interest in the Company 1. JTEKT Corporation
3. Joint Ventures 1. Sona Autocomp Inc. 2. Sona Autocomp Europe SARL
3. AAM Sona Axle Pvt. Ltd.
4. Others (Significant Influence) 1. Sona Somic Lemforder Components Ltd. 2. Sona Okegawa Precision Forgings Ltd.
3. Mahindra Sona Ltd. 4. Maruti Suzuki India Ltd.
5. Sona e-Design and Technologies Ltd. 6. Fuji Autotech AB, Sweden
7. Pune Heat Treat Pvt. Ltd. 8. DRSK Management Services Pvt. Ltd.
9. Sona Management Services Ltd. 10. Sona Mobility Services Ltd.
11. Sona Autocomp Holding Pvt. Ltd. 12. Kapur Properties & Investment
13. Fuji Autotech Europe SAS
5. Subsidiaries 1. Sona Fuji Kiko Automotive Ltd. 2. Arjan Stampings Ltd.
3. JTEKT SONA Automotive India Ltd.
6. Key Management Personnel 1. Dr. Surinder Kapur - (Transactions disclosed under category (1) above)
2. Mr. P.V. Prabhu Parriker 3. Mr. Kiran M. Deshmukh
4. Mr. Sudhir Chopra 5. Mr. Sunjay Kapur (w.e.f 22nd Oct., 08)
7. Relative of Key Individual Exercise Control 1. Mr. Sunjay Kapur (upto 21st Oct., 08)
Signature to Schedule 1 to 21
As per our report of even date attached
For S.P. Puri & Co.,
Chartered Accountants
Place : Gurgaon Sudhir Chopra - Company Secretary Sunjay Kapur - Vice Chairman & Managing Director
Dated : 30th April, 2009 Rajiv Chanana - Chief Financial Officer Ravi Bhoothalingam - Director
62
SONA KOYO STEERING SYSTEMS LIMITED
B ALANCE S HEET A BSTRACT AND C OMPANY’S GENERAL B USINESS PROFILE
I. Registration Details
Registration No. L29113DL1984PLC018415 State Code 55
Balance Sheet Date 31 03 2009
Date Month Year
II. Capital Raised during the year (Amount in Rs. Thousand)
Public issue Rights issue
— —
Bonus issue Private issue
— 162630
4173917 4173917
Sources of Funds
Paid up Capital Reserves & Surplus
198742 1468045
Deferred Tax Liability
117211
Secured Loan Unsecured Loan
1814919 575000
Applications of Funds
Net Fixed Assets Investments
3271283 587476
Net Current Assets Misc. Expenditure
315158 -
Accumulated Losses
-
(US$’000) (US$’000)
31.03.2005 82469 5756 1969 1139 1998 14565 19701 38202 0.09 0.02 0.38
31.03.2006 91976 5634 1980 1127 1976 16933 23726 39927 0.08 0.02 0.43
31.03.2007 161542 9538 3180 1821 4236 26370 22002 53100 0.07 0.02 0.32
31.03.2008 207861 9910 3580 2045 4872 40718 46497 94114 0.07 0.02 0.47
31.03.2009 158522 (8871) (2798) 0 3889 28729 46769 86573 (0.03) 0.00 0.21
Note : Rupee figures have been converted into US Dollars at the exchange rates prevailing at the end of each year.
SOURCES OF FUNDS
APPLICATION OF FUNDS
Note : Rupee figures have been converted into US Dollars at the exchange rates prevailing at the end of each year.
64
A UDITORS’ R EPORT management of these companies for the purpose of our
examination of consolidated financial statements.
TO THE BOARD OF DIRECTORS 4. We report that the consolidated financial statements have
SONA KOYO STEERING SYSTEMS LIMITED been prepared by the Company’s management in
accordance with the requirements of Accounting Standard
21 ‘Consolidated Financial Statements’ and Accounting
1. We have audited the attached Consolidated Balance Sheet Standard 27 ‘Financial Reporting of interest in Joint
of SONA KOYO STEERING SYSTEMS LIMITED (‘the Ventures’, issued by the Institute of Chartered Accountants
Company’ ) and its Subsidiaries and Joint Ventures (‘the of India and on the basis of separate audited financial
group’) as at 31st March, 2009, the consolidated Profit and statements of Sona Koyo Steering Systems Limited and its
Loss Account and the consolidated Cash Flow Statement subsidiaries and joint ventures included in the consolidated
for the year ended on that date, annexed thereto. These financial statements.
consolidated financial statements are the responsibility of
the Company’s Management and have been prepared by 5. On the basis of information and explanation given to us
the management on the basis of separate financial and on consideration of separate audit reports on
statements and other financial information regarding individual audited financial statements of Sona Koyo
components. Our responsibility is to express an opinion on Steering Systems Limited and its aforesaid subsidiaries and
these consolidated financial statements based on our audit. joint ventures, in our opinion and to the best of our
information and according to the explanations given to
2. We conducted our audit in accordance witii auditing us, the said consolidated financial statements give a true
standards generally accepted in India. Those standards and fair view in conformity with the accounting principles
require that we plan and perform the audit to obtain generally accepted in India :-
reasonable assurance about whether the financial
statements are free of material misstatement. An audit a. in the case of the consolidated Balance Sheet, of the
includes examining, on a test basis, evidence supporting consolidated state of affairs of the Group as at 31st
the amounts and disclosures in the financial statements. March, 2009;
An audit also includes assessing the accounting principles
b. in the case of the consolidated Profit & Loss Account,
used and significant estimates made by management, as
well as evaluating the overall financial statement of the consolidated results of operation of group for
presentation. We believe that our audit provides a the year ended on that date; and
reasonable basis for our opinion. c. in the case of consolidated Cash Flow Statement, of
3. We did not audit the financial statements of the Joint the consolidated cash flows of the group for the year
Ventures for the year ended 31st March, 2009, whose ended on that date.
financial statements reflect total assets of Rs. 9,17,41,064/-
as at 31st March, 2009, total revenue of Rs. 2,27,31,488/-
and net cash flow from operating activities of Rs.12,47,405/- For S.P. Puri & Co.,
for the year ended on that date. Attention is invited to
Chartered Accountants
Note. No. 5 of Notes to Accounts (Schedule 20) regarding
the Companies whose audited financial statements are not
available and the impact of which is not likely to be material.
We have relied upon the unaudited financial statements as Place : Gurgaon (Vidur - Partner)
at 31st December, 2008 / 31st March, 2009 provided by the Dated : 30th April, 2009 Membership No. 90163
65
C ONSOLIDATED BALANCE SHEET
A S AT 31ST M ARCH, 2009
As at As at
Particulars Schedule 31st March, 2009 31st March, 2008
Rs./Lacs Rs./Lacs
I. SOURCES OF FUNDS
1. Shareholders’ Fund
a) Share Capital 1 1987.42 1938.94
b) Share Application Money 58.80 0.00
c) Reserves & Surplus 2 14625.14 16215.67
Minority Interest 3500.46 1710.50
Sub-Total 20171.82 19865.11
2. Loan Funds
a) Secured Loans 3 19627.62 11505.75
b) Unsecured Loans 4 7781.76 7030.03
Sub-Total 27409.38 18535.78
3. Deferred Tax Liability (Net) 20(12) 1127.18 2653.81
Total 48708.38 41054.70
II. APPLICATION OF FUNDS
1. Fixed Assets
a) Gross Block 5 46138.27 38866.87
Less : Depreciation 13577.16 11044.21
Net Block 32561.11 27822.66
b) Capital Work In Progress 10167.11 42728.22 2828.99 30651.65
c) Expenditure Incurred During Construction Period 5A 571.37 44.95
(Pending Allocation)
EXPENDITURE
Raw Materials and Components Consumed 56080.92 50423.23
[(Including share of Joint Ventures Rs. 198.48 Lacs (Previous Year 23.45 Lacs)]
Decrease/(Increase) in Stock of
Finished Goods and Work-in-Process 15 (118.65) 104.05
Excise Duty on Increase / (Decrease) in finished goods 3.95 3.89
Manufacturing Expenses 16 3367.77 3482.92
Employees’ Remuneration and Benefits 17 5509.43 4978.87
Administrative, Selling & Other Expenses 18 3315.11 3007.01
Research & Development Expenses 92.64 107.01
Finance Charges 19 3192.51 1184.64
71443.68 63291.62
S CHEDULE — 1
S HARE C APITAL
AUTHORISED
25,00,00,000 Equity Shares of Re. 1/- each 2500.00 2500.00
(Previous Year 12,50,00,000 Equity Shares of Rs. 2/- each)
2500.00 2500.00
ISSUED, SUBSCRIBED AND PAID UP
19,87,41,832 Equity Shares of Re. 1/- each, fully paid up. 1987.42 1938.94
(Previous Year 9,69,47,235 Equity Shares of Rs. 2/- each, fully paid up)
1987.42 1938.94
S CHEDULE — 2
R ESERVES & S URPLUS
Capital Reserve 0.44 0.44
(On account of reissue of forfeited Equity Shares)
Capital Redemption Reserve 120.66 120.66
Securities Premium Account
- Balance as on 01-04-2008 7397.50 4337.99
- Add : Securities Premium on account of
Preferential Issue of Shares 1523.66 3005.36
- Add : Other Securities Premium 54.16 8975.32 54.15 7397.50
S CHEDULE — 3
SECURED L OANS
Term Loans from Banks 15310.32 9752.50
Term Loans from Others 241.12 643.35
Short Term Loans from Banks 3865.29 791.23
Sales Tax Loan 210.89 318.67
19627.62 11505.75
68
NOTES :
1. Term Loans from Banks include :
a) External Commercial Borrowings of USD 2.5 Milion (Previous Year USD 5 Million) secured by first pari passu charge on all the movable and
immovable properties both present and future.
b) Rupee Term Loan of Rs. 12819 Lacs (Previous Year Rs. 7760 Lacs) secured by first pari passu charge over the entire movable and immovable fixed
assets of the Company, both present and future, except the assets exclusively charged to GE Capital. Rupee Term Loan to the extent Rs. 2100
Lacs are further secured by way of second charge on current assets, on pari passu basis.
2. Term Loan from others of Rs. 241.11 Lacs (Previous Year Rs. 643.34 Lacs) secured by exclusive first charge on specific equipments financed.
3. The Short Term Loans from Banks are secured by hypothecation of inventories, book debts and other receivables both present & future.
4. Sales Tax Loan secured by pari passu first charge over all immovable properties including embedded fixed assets of the Company excluding the
assets exclusively charged to other lenders.
5. Short Term Loan from Banks includes Term Loan from (SIDBI) is secured by hypothication on whole of the current assets, both present and future,
not limiting to all the stocks of raw material, WIP, Semi Finished Goods, packing material, Finished Goods, stores and present & future book debts.
SCHEDULE — 4
UNSECURED L OANS
Other Loans and Advances - From Banks 7740.00 7000.00
- Others 40.00 30.00
7780.00 7030.00
Share in Joint Ventures 1.76 0.03
7781.76 7030.03
SCHEDULE — 5
FIXED A SSETS (Rs./Lacs)
Sl. Particulars Gross Block (At Cost) Depreciation Net Block
No. As at Additions Sales/ Inter As at Upto For the Written As at As at As at
01.04.08 Disposal Group 31.03.09 01.04.08 Year Back 31.03.09 31.03.09 31.03.08
Adjustment
Tangible Assets
1. Land 1982.01 1200.01 1.20 0.00 3180.82 0.00 0.00 0.00 0.00 3180.82 1982.01
2. Building 4627.37 1008.64 0.00 0.00 5636.01 550.50 173.85 0.00 724.36 4911.65 4076.87
3. Lease Hold Improvements 174.63 0.00 0.00 0.00 174.64 146.14 17.74 0.00 163.88 10.75 28.49
4. Plant & Machinery 26411.08 3938.94 65.25 (1.37) 30283.40 8391.85 1794.90 2.05 10184.28 20099.12 18019.23
5. Jigs & Fixture 318.55 56.38 0.00 0.00 374.93 81.19 22.99 0.00 104.19 270.74 237.35
6. Electric Installation 1413.97 212.68 0.00 0.00 1626.64 268.53 99.11 0.00 368.07 1258.58 1145.44
7. Furniture & Fixture 727.26 98.11 0.00 0.00 825.37 331.04 48.62 0.00 379.66 445.71 396.22
8. Office Equipment 1924.15 142.14 0.00 0.00 2066.30 1045.66 166.80 0.00 1212.45 853.84 878.50
9. Vehicles 264.42 10.71 13.21 0.00 261.92 94.66 27.55 8.32 113.89 148.03 169.76
10. R&D-Plant & Machinery 412.32 20.17 0.00 0.00 432.49 32.23 23.52 0.00 55.74 376.75 380.09
11. R&D-Computers 85.45 9.69 0.00 0.00 95.14 40.81 14.62 0.00 55.43 39.71 44.64
Intangible Assets
1. R&D-Computer Software 55.73 0.00 0.00 0.00 55.73 11.68 9.01 0.00 20.69 35.04 44.05
2. Software Others 28.57 1.82 0.00 0.00 30.39 2.74 4.78 0.00 7.53 22.87 25.82
3. New Product Development Cost 280.40 653.13 0.00 0.00 933.53 46.66 112.84 0.00 159.50 774.02 233.74
Goodwill on Consolidation 159.77 0.00 0.00 0.00 159.77 0.00 26.63 0.00 26.63 133.14 159.77
Total 38865.68 7352.42 79.66 (1.37) 46137.08 11043.69 2542.96 10.37 13576.30 32560.77 27821.98
Share in Joint Ventures 1.19 0.00 0.00 0.00 1.19 0.52 0.34 0.00 0.86 0.34 0.68
Grand Total 38866.87 7352.42 79.66 (1.37) 46138.27 11044.21 2543.30 10.37 13577.16 32561.11 27822.66
Grand Total (Previous Year) 23168.58 15735.69 37.41 0.00 38866.87 9387.28 1679.23 22.30 11044.21 27822.66 0.00
69
31st March, 2009 31st March, 2008
Rs./Lacs Rs./Lacs
S CHEDULE — 5A
E XPENDITURE INCURRED DURING CONSTRUCTION PERIOD (Pending Allocation)
Opening Balances 44.95 0.00
Raw Material Consumption 2.97 0.00
Manufacturing Expenses 1.56 0.00
Bank Charges 24.87 0.00
Brokerage and Commission 4.41 0.04
Depreciation 9.02 0.03
Miscellaneous Expenses 6.00 0.01
Administrative & Other Miscellaneous Expenses 0.00 0.01
Bhoomi Poojan Expenses 0.00 0.90
Foreign Travel 2.08 2.30
Filing Fees 13.89 39.58
Lease Rent 3.87 0.09
Travelling, Conveyance & Vehicle Expenses 162.15 0.01
Legal & Professional Charges 78.36 0.10
Meeting & Conference Expenses 0.71 0.02
Printing & Stationery 9.06 0.06
Stamp Duty 0.00 8.99
Salaries & Allowances 233.47 1.00
Contribution to Provident & Other Funds 14.54 0.00
Employee Welfare Expenses 28.95 0.00
Business Promotion 6.43 0.00
Insurance 4.58 0.00
Interest on Loan 43.97 0.00
Security Expenses 4.57 0.12
Other Repairs & Maintenance 2.08 0.00
Forwarding Expenses 0.53 0.00
Rates & Taxes 1.14 0.00
Freight & Octroi Charges 2.70 0.00
Power & Fuel 16.28 0.00
Donation 10.00 0.00
Sample Expenses 0.03 0.00
Audit Fee 2.21 1.00
Total Expenses 735.38 54.26
Less : Interest received from Bank Current Year Rs. 3.72 Lacs (34.63) (13.87)
[(Previous Year TDS Rs. 3.14 Lacs)]
Less : Other Income (154.51) (189.14) (0.10) (13.97)
546.24 40.29
Add : Provision for Income Tax 10.70 4.66
Add : Provision for FBT 11.93 0.00
Add Preliminary expenses 0.00 0.00
Share in Joint Ventures 2.50 0.00
571.37 44.95
S CHEDULE — 6
I NVESTMENTS
In Trade Investments :
i) 1,33,334 Equity Shares of Rs. 10/- each in Roop Automotive Ltd. 20.00 20.00
ii) 49,29,636 Equity Shares of Euro 1 each, in Fuji Autotech Europe 2932.10 2932.10
S.A.S. (Incorporated in France)
iii) 30,00,000 (Previous Year Nil) Equity Shares of Rs. 10/- each, 300.00 0.00
in Sona Mobility Services Ltd.
3252.10 2952.10
70
31st March, 2009 3 1st March, 2008
Rs./Lacs Rs./Lacs
S CHEDULE — 6A
ADVANCES FOR INVESTMENTS (Pending Allotment)
S CHEDULE — 9
CASH AND B ANK B ALANCES
Cash and Cheques in hand 5.48 8.23
Balances with Scheduled Banks
- in Current Accounts 278.36 2027.83
- in Fixed Deposit Accounts 37.97 1450.00
321.81 3486.06
Share in Joint Ventures 54.38 34.70
376.19 3520.76
S CHEDULE — 10
OTHER C URRENT A SSETS
(Unsecured, considered good)
Claims Receivable 36.14 122.53
36.14 122.53
71
31st March, 2009 3 1st March, 2008
Rs./Lacs Rs./Lacs
S CHEDULE — 11
L OANS A ND A DVANCES
(Unsecured, considered good)
S CHEDULE — 12
C URRENT L IABILITIES A ND P ROVISIONS
A. CURRENT LIABILITIES
Sundry Creditors
- Due to Micro & Small & Medium Enterprises 0.00 0.00
- Due to Others 16289.88 10223.87
Investor Education and Protection Fund
- Unclaimed Dividends 37.69 32.73
- Unclaimed Redeemed Debentures 3.57 3.57
Other Liabilities 1112.52 877.16
Interest Accrued but not due on Loans 29.44 50.16
17473.10 11187.49
Share in Joint Ventures 107.97 88.60
17581.07 11276.09
B. PROVISIONS
Proposed Dividend 0.00 695.60
Corporate Dividend Tax 0.00 118.22
Gratuity 8.66 21.67
Leave Encashment 74.31 166.34
Warranty 94.12 59.00
177.09 1060.83
Share in Joint Ventures 4.69 2.52
181.78 1063.35
S CHEDULE — 13
MISCELLANEOUS E XPENDITURE
(To the extent not written off or adjusted)
Deferred Revenue Expenditure
Project Expenses
- Opening Balance: 01.04.2008 14.65 26.38
- Less: Written off during the year (14.65) 0.00 (11.73) 14.65
Research & Development (New Products) Expenses
- Opening Balance: 01.04.2008 287.49 424.86
- Less: Written off during the year (287.49) 0.00 (137.37) 287.49
0.00 302.14
72
31st March, 2009 3 1st March, 2008
Rs./Lacs Rs./Lacs
S CHEDULE — 14
OTHER INCOME
Lease Rental Income 0.44 0.52
Sales of Scrap and Miscellaneous items 273.09 278.15
Dividend from Long Term Trade Investments 2.00 0.00
Miscellaneous Income 102.02 22.65
Profit on disposal of Fixed Assets 0.12 0.00
Exchange Gain/Loss on Foreign Currency Loans 0.00 307.85
Job Work 4.53 4.31
382.20 613.48
Share in Joint Ventures 63.48 40.15
445.68 653.63
S CHEDULE — 15
(INCREASE)/DECREASE IN S TOCK OF F INISHED
GOODS AND WORK IN P ROCESS
INVENTORY as at 31.03.2008
Finished Goods 61.18 196.15
Work-in-process 417.71 387.84
Stock of Scrap 0.03 478.92 0.00 583.99
INVENTORY as at 31.03.2009
Finished Goods (165.43) (61.18)
Work-in-process (410.92) (417.71)
Stock of Scrap (2.00) (578.35) (0.03) (478.92)
(99.43) 105.07
Share in Joint Ventures (19.22) (1.02)
(118.65) 104.05
S CHEDULE — 16
MANUFACTURING E XPENSES
Stores and spare parts consumed 959.53 1001.65
Loose tools consumed 473.66 512.88
Power and fuel 1012.79 967.79
Freight & Octroi charges 394.21 357.89
Machine repairs and maintenance 258.42 309.90
Royalty 255.12 331.59
Job Work 13.23 0.00
Testing Charges 0.60 0.00
3367.56 3481.70
Share in Joint Ventures 0.21 1.22
3367.77 3482.92
S CHEDULE — 17
E MPLOYEES’ R EMUNERATION AND B ENEFITS
Salaries, wages and allowances 4113.01 3713.68
Contribution to Provident and other Funds 562.58 386.08
Employees’ welfare expenses 806.08 854.24
5481.67 4954.00
Share in Joint Ventures 27.76 24.87
5509.43 4978.87
73
31st March, 2009 3 1st March, 2008
Rs./Lacs Rs./Lacs
S CHEDULE — 18
A DMINISTRATIVE, S ELLING AND OTHER E XPENSES
Rent 123.85 115.41
Rates and taxes 6.79 8.41
Insurance 69.53 70.10
Building repairs and maintenance 39.20 48.20
Other repairs and maintenance 154.59 128.51
Travelling, Conveyance and Vehicle Expenses 449.45 642.10
Communication & Stationery Expenses 160.65 164.82
Legal & Professional Charges 484.83 369.39
Security Charges 84.18 78.71
Business Promotion 33.84 68.29
Forwarding Expenses 1070.77 961.08
Directors’ Sitting Fees 8.79 9.75
Exchange Loss on Foreign Currency Loans 507.78 0.00
Provision for Obsolence of Inventory 29.54 0.00
Loss on Disposal of Assets 0.00 3.98
Miscellaneous Expenses 60.96 300.05
Auditors’ Remuneration
Audit Fee 6.60 6.20
Fee for other services (i) Taxation Matters 2.10 2.00
(ii) Limited Review Fee 2.25 2.25
(iii) Certifications 3.10 3.22
Out of Pocket Expenses 0.00 0.25
3298.80 2982.72
Share in Joint Ventures 16.31 24.29
3315.11 3007.01
S CHEDULE — 19
F INANCE C HARGES
Interest on fixed loans 2415.37 830.18
Other interest 239.23 191.44
2654.60 1021.62
Less : Interest received (Gross) 48.34 83.91
Net interest on loans 2606.26 937.71
Bank and other finance charges 361.82 106.07
Cash discount 224.42 140.84
3192.50 1184.62
Share in Joint Ventures 0.01 0.02
3192.51 1184.64
S CHE DULE – 20
CHEDULE
N OTES TTO
O THE A CCOUNTS
1. SIGNIFICANT ACCOUNTING POLICIES
I. Group Companies
Sona Koyo Steering Systems Limited has Three Subsidiaries and three Joint Venture Companies as given in Table
below:
Sl.No. Name of Company Relationship Country of % of ownership
Incorporation Interest as on 31st March 2009
7. The amount of Excise Duty and other Taxes paid on sales is reduced from income and comprise Sales Tax of Rs. 2671.43 Lacs
(Previous Year of Rs. 2902.72 Lacs) and Excise Duty of Rs. 9016.83 Lacs (Previous Year of Rs. 11469.55 Lacs).
8. Defined Benefit Plans
i) The group has recognised, in the Profit & Loss Account for the year ended
March 31, 2009 an amount of Rs. 335.82 Lacs (Previous Year Rs. 287.90 Lacs)
expenses under defined contribution plans benefit (Contribution to)
a) Provident Fund 247.21 211.36
b) Superanuation Fund 75.74 57.00
c) Employee State Insurance Corporation 12.87 19.54
335.82 287.90
ii) The group operates post retirement defined benefit plan for retirement gratuity, which is funded.
iii) Detail of the post retirement funded Gratuity plan and Leaves, which is unfunded, are as follows
Gratuity (Funded) Leaves (Unfunded)
Current Year Previous Year Current Year Previous Year
(Rs./ Lacs) (Rs./ Lacs) (Rs./ Lacs) (Rs./ Lacs)
1. Reconciliation of opening and closing balances of obligations:
a) Obligation as at April 1, 2008 426.50 318.40 166.34 130.48
b) Current Service Cost 61.19 43.26 29.10 34.21
c) Interest Cost 34.13 25.54 12.27 10.47
d) Actuarial (Gain) / Loss 193.82 58.58 88.21 7.73
e) Benefits paid (24.29) (19.28) (221.62) (16.55)
f) Obligation as at March 31, 2009 691.35 426.50 74.30 166.34
2. Change in Plan Assets ( Reconciliation of opening and closing balances):
a) Fair Value of Plan Assets as at April 1, 2008 405.19 312.41 0.00 0.00
b) Prior Period Adjustment 29.16 0.00 0.00 0.00
c) Expected return on Plan Asset 39.09 31.51 0.00 0.00
d) Contributions 225.10 80.55 0.00 0.00
e) Benefits paid (24.29) (19.28) 0.00 0.00
f) Actuarial Gain / (Loss) on Plan Assets 8.44 0.00 0.00 0.00
g) Fair Value of Plan Assets as at March 31, 2009 682.69 405.19 0.00 0.00
3. Reconciliation of fair value of assets and obligations:
a) Present value of obligation as at March 31, 2009 691.35 426.50 74.30 166.34
b) Fair Value of Plan Assets as at March 31, 2009 (682.69) (405.19) 0.00 0.00
c) Unfunded amount recognised in the Balance Sheet 8.66 21.31 74.30 166.34
4. Expense recognised during the year:
a) Current Service Cost 61.19 43.26 29.10 34.21
b) Interest Cost 34.13 25.54 12.27 10.47
c) Expected return on Plan Assets (39.09) (31.51) 0.00 0.00
d) Actuarial (Gain) / Loss 185.38 58.58 88.21 7.73
e) Expenses recognised during the year 241.61 95.87 129.58 52.41
78
5. Assumptions:
a) Discount Rate (per annum) 7.50% to 8%
b) Expected rate of return on Plan Assets (per annum) 9%
c) Rate of increase in compansation lavel (per annum) 5% to 10%
The expense is disclosed in the line item-Contribution to Provident and other funds
9. Forward Contracts outstading and un-hedged Foreign Currencies exposures are as given below :
The Group has a risk of Foreign Currency exposure on the following derivative Instruments that are outstanding at the year
end:
10. The Group is primarily engaged in the business of auto components of four wheelers, which are governed by the same set
of risk and returns, and hence there is only one primary segment. The Company operates mainly to the needs of domestic
market and export turnover is less than ten percent of the total turnover and hence there are no reportable secondary
geographical segments.
11. Deferred Tax Liability (Net) of Rs. 1127.18 Lacs (Previous Year Rs. 2653.81 Lacs) as shown in the Balance Sheet consist of:
Current Year Previous Year
(Rs./Lacs) (Rs./Lacs)
A. Defferred tax liability representing tax arising out of timing
difference on account of
(i) Depreciation 3049.25 2597.39
(ii) Deferred Revenue Expenditure 0.00 112.06
(iii) Custom Duty & Excise Duty 23.79 9.96
3073.04 2719.41
B. Defferred tax asset representing future tax benefit on
difference on account of
(i) Leave encashment Provision 22.36 22.55
(ii) Others 0.16 19.00
(iii) Gratuity 0.00 7.24
(iv) Unabsorbed Depreciation and Business Loss 1923.33 16.82
1945.85 65.61
Net Deferred Tax Liability (A-B) 1127.18 2653.81
12. Earning Per Share (EPS)
79
13. Operating Lease
The Group has taken various residential, vehicle and office premises under operating lease or leave and licence agreements.
These are cancellable, have a term of 11 months and five years. The agreements for premises cannot be terminated by either
party before the expiry of one year. Agreements for leasing of vehicles can generally be terminated early by payment of
nominal fees. The lease arrangements are generally renewable on the expiry of lease period subject to mutual agreement.
Lease payments are recognised in in the Profit & Loss Account in the year incurred.
The Company has taken cars for its employees under operating lease agreement. An amount of Rs. 32.44 Lacs (Previous Year
Rs. 33.50 Lacs) is recoginised as lease expenses in the Profit & Loss Account for the year ended March 31, 2009. The future
lease payment under leases are:
(i) upto 1 year Rs 95.19 Lacs (Previous Year Rs. 43.98 Lacs)
(ii) between 1 to 5 years Rs 169.70 Lacs (Previous Year Rs. 81.29 Lacs)
14. Provision for warranty account details as required by AS-29 (Rs./Lacs)
Description Current Year Previous Year
The warranty expenses of Rs. 161.68 Lacs (Previous Year Rs. 155.39 Lacs) are charged off to Profit & Loss Account included
under the head Forwarding expenses (Schedule 18).
15. The Company Sona Koyo Steering Systems Limited was in the process of construction of a Plant at Singur in the state of West
Bengal for supply of auto parts to Tata Motors Limited primarily for use in the manufacture of its new small car ‘Nano’. In view
of continued instability at Singur, Tata Motors Limited has suspended the work at the location. As a result of this, the
Management of the Company has also taken a decision to suspend the construction for the time being.
16. Raw Material and components consumed includes purchase of Traded Goods of Rs.413.68 Lacs {Previous Year Rs.297.08
Lacs). It includes Share in Joint Venture Rs.198.48 Lacs (Previous Year Rs. 23.45 Lacs).
17. Previous Year figures have been regrouped/recast, wherever necessary.
80
SCHEDULE — 21
CONSOLIDATED RELATED P ARTY D ISCLOSURES
TRANSACTIONS WITH RELATED PARTIES
(Rs./Lacs)
IGNIFICANT SUBSTANTIAL
SIGNIFICANT JOINT OTHERS KEY RELATIVE TOTAL
CONTROL INTEREST VENTURE (SIGNIFICANT MANAGEMENT OF KEY
INFLUENCE) PERSONNEL MANAGEMENT
PERSONNEL
(1) (2) (3) (4) (5) (6) (7)
PURCHASE OF GOODS 13233.24 0.43 6478.44 19712.11
Purchase of Goods (Previous Year) (13843.15) (72.84) (5839.04) (19755.03)
SALE OF GOODS 0.18 963.30 43560.70 44524.18
Sale of Goods (Previous Year) (1.95) (569.88) (45877.16) (46448.99)
RENDERING OF SERVICES 35.98 84.21 179.84 300.02
Rendering of Services (Previous Year) 0.00 0.00 (155.70) (155.70)
RECEIVING OF SERVICES 287.71 43.35 162.49 493.55
Receiving of Services (Previous Year) (140.88) (38.11) (184.04) (363.03)
PURCHASE OF CAPITAL GOODS 2.41 2.41
Purchase of Capital Goods (Previous Year) (8.21) (8.21)
REIMBURSMENT OF EXPENSES RECOVERED 6.16 6.16
Reimbursment of Expenses recovered (Previous Year) 0.00 (20.99) (20.20) (41.19)
REIMBURSMENT OF EXPENSES 0.00 7.47 0.00 7.47
Reimbursment of Expenses (Previous Year) 0.00 0.00 (11.13) (11.13)
LEASING OF PREMISES 0.00 0.00 12.14 12.14
Leasing of Premises (Previous Year) (18.86) 0.00 (2.30) (21.16)
SHARE CAPITAL 0.00 1.00 5.10 8.9 15.00
Share Capital (Previous Year) (16.70) (66.40) (83.10)
Share Premiun (Previous Year) (543.70) (2161.16) (2704.86)
Investment in Share Capital 300.00 300.00
Investment in Share Capital (Previous Year) (2169.87) (2.50) (2172.37)
REMUNERATION * 27.24 140.46 167.70
Remuneration (Previous Year) (54.38) (124.47) (178.85)
DIRECTORS’ SITTING FEE 0.62 0.82 1.44
Directors’ Sitting Fee (Previous Year) (5.25) (0.93) (6.18)
Directors’ Commission (Previous Year) (153.00) (7.00) (160.00)
DIVIDEND PAID 139.81 48.30 0.20 188.31
Dividend Paid (Previous Year) (136.40) (136.40)
OUTSTANDING BALANCE AS ON 31.03.2009 (DEBIT) 378.89 2315.95 2694.84
Outstanding balance as on 31.03.2008 (Debit) (0.31) (335.83) (3029.12) (3365.26)
OUTSTANDING BALANCE AS ON 31.03.2009 (CREDIT) 5210.78 632.08 5842.86
Outstanding balance as on 31.03.2008(Credit) (4113.99) (265.77) (4379.76)