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
|