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Sona Koyo Steering Systems Directors Report, Sona Koyo Stee Reports by Directors
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Sona Koyo Steering Systems
BSE: 520057|NSE: SONASTEER|ISIN: INE643A01035|SECTOR: Auto Ancillaries
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Directors Report Year End : Mar '11
The Directors have pleasure in presenting the Annual Report together
 with audited accounts of the Company for the year ended 31st March,
 2011.
 
 Performance
 
                                           2010-11         2009-10
                                           Rs./Lacs        Rs./Lacs
 
 Sales and Other Income                    104159            85579
 
 Profit before Interest & Depreciation      11269             9316 
 
 - Interest                           3275             3361
 
 - Depreciation & Write Offs          2844             2658
 
 Profit before Tax                           5150             3297
 
 Less : Provision for Tax                     768               25
 
 Provision for Deferred Tax 
 Liability/(Assets)                           710             1107
 
 Provision for Fringe Benefit Tax            (69)                0
 
 Profit after Tax                            3741             2165
 
 Add : Profit Brought Forward                 617            (653)
 
 Profit available for appropriations         4358             1512
 
 Appropriations
 
 Proposed Dividend                           1292              596
 
 Tax on Dividend                              210               99
 
 Transfer to General Reserve                  400              200
 
 Balance Carried Forward                     2456              617
 
                                             4358             1512
 
 Dividend
 
 Your Directors have recommended a Dividend of 65% on Equity Share
 Capital of the Company for the Financial Year 2010-2011 as against the
 Dividend paid at the rate of 30% on Equity Share Capital for the
 previous Financial Year.
 
 Subsidiary Companies
 
 The Company has the following Subsidiaries:
 
 a) JTEKT SONA Automotive India Limited (JSAI)
 
 In JSAI, the Company is holding 49% of the Equity Capital but it has
 the right to nominate majority of Directors on the Board of JSAI. This
 Joint Venture Company has been established with JTEKT Corporation,
 Japan with a business objective of manufacturing Column Type Electric
 Power Steering (C-EPS) Systems. The Plant of JSAI is located in Bawal,
 Haryana. During the year ended 31st March, 2011, JSAI has achieved
 total income of Rs. 250.41 crores and earned net profit of Rs. 9.54
 crores.
 
 b) Sona Fuji Kiko Automotive Limited (SFAL)
 
 In SFAL, the Company is holding 51% of the Equity Capital.  This Joint
 Venture Company has been established with FUJI KIKO Co. Ltd., Japan
 with a business objective of manufacturing Columns to be used in the
 manufacturing of C-EPS by JSAI. The Plant of SFAL is located in Bawal,
 Haryana.  During the year ended 31st March, 2011, SFAL has achieved
 total income of Rs. 33.68 crores and earned net profit of Rs.  76.31
 lacs.
 
 c) Sona Stampings Limited (SSL) (Erstwhile known as Arjan Stampings
 Limited)
 
 This Joint Venture Company has been established with Arjan Auto Private
 Limited, India, with a business objective of Sheet Metal Processing,
 comprising of press work and welding within Automotive Component
 sector. SSL has got its works located at Farukhnagar, Gurgaon. In SSL,
 the Company is holding 51.5% of the Equity Capital. During the year
 ended 31st March, 2011, the Company has achieved total income of Rs.
 11.35 crores and incurred loss of Rs. 1.61 crores.
 
 Subsidiary Companies Accounts
 
 In terms of general exemption granted by the Ministry of Corporate
 Affairs vide General Circular Number 2/2011 dated 8th February, 2011,
 copy of the Balance Sheets, Profit & Loss Accounts, reports of the
 Board of Directors and Auditors of the Subsidiary Companies have not
 been attached with the Balance Sheet of the Company. These documents
 will be made available upon request by any member of the Company
 interested in obtaining the same However, as directed by the Central
 Government, the financial data of the subsidiaries have been furnished
 under ‘Summarised Statement of Financials of Subsidiary Companies
 forming part of the Annual Report. Further, pursuant to Accounting
 Standard AS-21 issued by the Institute of Chartered Accountants of
 India, Consolidated Financial Statements presented by the Company
 includes financial information of its subsidiaries. The Annua Accounts
 of the subsidiary companies will also be kept open for inspection at
 the Registered Office of the Company and that of the respective
 subsidiary companies.
 
 Consolidation of Accounts
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statements read with Accounting Standard AS-27 on Financial
 Reporting for Interest in Joint Ventures, the Audited Consolidated
 Financial Statements are provided in the Annual Report.
 
 Corporate Governance
 
 The Company has been pro-active in following the principles and
 practices of good Corporate Governance. The Company has taken adequate
 steps to ensure that the conditions of Corporate Governance as
 stipulated in Clause 49 of the Listing Agreement with the Stock
 Exchanges are complied in its letter and spirit.
 
 A separate statement on Corporate Governance is produced as a part of
 the Annual Report along with the Auditors Certificate on its
 compliance.
 
 Listing
 
 The Securities of your Company are listed at National Stock Exchange
 and Bombay Stock Exchange and the Company has paid the Listing Fee due
 to them.
 
 Fixed Deposits
 
 During the year the Company has not invited any deposits from the
 public.
 
 Directors
 
 During the year under review, the Board of Directors of the Company in
 its meeting held on 27th July, 2010 have appointed Dr. Rakesh Mohan as
 an Additional Director of the Company.  The requisite resolution
 pertaining to the appointment of Dr.  Rakesh Mohan as detailed at Item
 No. 7 of the Notice and relevant Explanatory Statement is commended to
 the Members approval.
 
 JTEKT Corporation, Japan (JTEKT) has withdrawn the nomination of Mr.
 Waichiro Ijiri and nominated Mr. Hiroyuki Miyazaki in his place. The
 Board of Directors of the Company, in their meeting held on 29th
 October, 2010, have appointed Mr. Hiroyuki Miyazaki in the casual
 vacancy caused due to withdrawal of nomination of Mr. Waichiro Ijiri by
 JTEKT. Your Directors take this opportunity to place on record the
 appreciation of services rendered by Mr.  Waichiro Ijiri during his
 association with the Company.
 
 Keeping in view the contributions made by Mr. Sunjay Kapur during his
 tenure as Managing Director of the Company as well as the
 recommendation of the Remuneration Committee of Directors, the Board of
 Directors in their meeting held on 28th April, 2011 have approved the
 re-appointment of Mr. Sunjay Kapur as Managing Director of the Company
 for a further period of three (3) years, with remuneration, with effect
 from 22nd October, 2011
 
 The resolution pertaining to the re-appointment of Mr. Sunjay Kapur as
 Managing Director is detailed at Item No. 9 of the Notice with relevant
 Explanatory Statement. The resolution is commended for the Members
 approval
 
 Pursuant to Article 122 of the Articles of Association of the Company
 Mr. B.L. Passi, Mr. J.M. Kapur and Mr. Rav Bhoothalingam will retire by
 rotation at the forthcoming Annua General Meeting and being eligible,
 offer themselves for re-appointment
 
 Audit Committee
 
 Pursuant to the provisions of Section 292A of the Companies Act, 1956
 and Clause 49 of the Listing Agreements with Stock Exchanges, the Audit
 Committee of Directors of the Company consists of the following
 members:
 
 i) Mr. Ravi Bhoothalingam, Chairman
 
 i) Mr. P.K. Chadha, Member
 
 iii) Mr. Sunjay Kapur, Member
 
 iv) Lt. Gen. (Retd.) Shamsher Singh Mehta, Member
 
 Directors Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956, your
 Directors confirm having:
 
 i) followed in the preparation of the Annual Accounts, the applicable
 accounting standards with proper explanation relating to material
 departures;
 
 i) selected such accounting policies and applied them consistently and
 made judgement and estimates that are reasonable and prudent so as to
 give a true and fair view of the state of affairs of your Company at
 the end of the financial year and of the profit/loss of your Company
 for that period;
 
 iii) taken proper and sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1956 for safeguarding the assets of your Company and for
 preventing and detecting fraud and other irregularities; and
 
 iv) prepared the Annual Accounts on a going concern basis.
 
 Auditors
 
 M/s. S.P. Puri & Co., Chartered Accountants, hold office as Auditors
 until the conclusion of the forthcoming Annual General Meeting and have
 indicated their willingness to be re-appointed as Auditors. The
 requisite certificate under Section 224(1B) of the Companies Act, 1956,
 has been received from them. The notes to accounts referred to in the
 Auditors Report are self-explanatory.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo.
 
 A statement containing the necessary information as required under the
 Companies (Disclosure of particulars in the Report of Directors) Rules,
 1988 and forming part of the Directors Report for the year ended March
 31, 2011 is given as Annexure - ‘A to this report.
 
 Employees
 
 In accordance with the provisions of Section 217(2A) of the Companies
 Act, 1956 read with the Companies (Particulars of Employees) Rules,
 1975, the particulars of employees are given in Annexure - ‘B forming
 part of this report.
 
 Acknowledgements
 
 Your Directors acknowledge with gratitude the co-operation and support
 extended by SONAs customers namely Maruti Suzuk India Limited, Hyundai
 Motors (India) Ltd., Toyota Kirloskar, Tata Motors Ltd., Mahindra &
 Mahindra, Hindustan Motors Ltd., JTEKT Corporation, Japan, Mando
 Corporation, Korea and Fuji Autotech Europe S.A.S, the Financial
 Institutions, Banks, various agencies of the Government, SONAs
 collaborators - JTEKT Corporation, Japan, Mando Corporation, Korea and
 Fuji Autotech AB, Sweden.
 
 Your Directors also wish to place on record their sincere appreciation
 of the services rendered by all employees of the Company and are
 thankful to the Shareholders for their continued patronage.
 
                                        For and on behalf of the Board
 
                                                    Dr. Surinder Kapur 
                                                              Chairman
 
 Place : New Delhi 
 Dated : 28th April, 2011
Source : Dion Global Solutions Limited
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