Cover & Back - Surya Roshni · PDF filePatiala, and Punjab National Bank under Loan...

A N N U A L R E P O R T2 0 0 7 - 0 8

EXCELLENCE ILLUMINATED

State-of-the-art CFL Chain (From GE Hungary)State-of-the-art CFL Chain (From GE Hungary)State-of-the-art CFL Chain (From GE Hungary)State-of-the-art CFL Chain (From GE Hungary)State-of-the-art CFL Chain (From GE Hungary)State-of-the-art CFL Chain (From GE Hungary)State-of-the-art CFL Chain (From GE Hungary)

Year March Ending 2004-05 2005-06 2006-07 2007-08

Turnover 1179.18 1218.57 1302.64 1485.10

Profit Before Interest, Depreciation & Tax 66.39 83.85 80.69 91.15

Profit Before Depreciation & Tax 41.83 56.18 49.47 53.08

Profit Before Tax 17.34 28.71 22.94 27.49

Profit After Tax 12.49 18.69 14.81 20.41

Dividend (%) 12.00 15.00 15.00 15.00

Net Worth

Share Capital 25.40 28.43 28.43 28.43

Reserves 112.12 129.78 139.52 154.61

Total 137.52 158.21 167.95 183.04

Gross Fixed Assets 547.82 574.17 625.80 637.70

Audited Financial Results(Rs. in Crores)

SURYA ROSHNI LIMITED

1

BOARD OF DIRECTORS

B. D. Agarwal Chairman andManaging Director

B. B. Chadha

G. S. Gupta

K. K. Narula

M. G. Bakre IDBI Nominee

Rajendra Arya

Urmil Agarwal

J. P. Agarwal Vice-Chairman andJoint Managing Director

MANAGEMENT EXECUTIVES

S. N. Bansal Executive Director & CFO

Arvind Bansal President

Sanjay Goel Sr. Vice-President-Corporate

Vineet Garg Sr. Vice-President-Corporate

Anil Bansal Vice-President-Commercial

S. K. Bhasin Vice-President-(Pipe Division)

A.N. Banerjee Vice-President-(CR Division)

COMPANY SECRETARY

B. B. Singal

STATUTORY AUDITORS

Sastry K. Anandam & CompanyChartered Accountants

COST AUDITORS

R. J. Goel & Co. Lighting DivisionH. R. Singal Steel Division

BANKERS

State Bank of India

Punjab National Bank

IDBI Bank Ltd.

State Bank of Patiala

REGISTERED OFFICE AND

WORKS-STEEL DIVISION

Prakash Nagar, Sankhol, Bahadurgarh-124507 (Haryana)E-mail : [email protected]

WORKS-LIGHTING DIVISION

7 k.m. Stone, Kashipur-Moradabad Road,Kashipur-244713 Distt. Udham Singh Nagar (Uttarakhand)E-mail:[email protected]

J - 7, 8 & 9, Malanpur Industrial AreaMalanpur, District Bhind (Madhya Pradesh)E-mail : [email protected]

CONTENTS PAGE NO.

Notice 2

Management Discussion & Analysis 4

Directors' Report 6

Report on Corporate Governance 11

Auditors' Report 16

Balance Sheet 18

Profit & Loss Account 19

Schedules 20

Balance Sheet Abstract 37

Cash Flow Statement 38


2

NOTICE

Notice is hereby given that the Thirty Fifth Annual General Meeting ofthe members of SURYA ROSHNI LIMITED will be held on Wednesday,the 24th September, 2008 at 10.30 A.M., at the Registered Office ofthe Company at Prakash Nagar, Sankhol, Bahadurgarh 124 507(Haryana) to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the Audited Accounts of the Companyand the Reports of Directors and Auditors thereon for the yearended 31st March, 2008.

2. To declare dividend.

3. To appoint a Director in place of Shri Rajendra Arya, who retiresby rotation and, being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Shri K K Narula, who retires byrotation and, being eligible, offers himself for re-appointment.

5. To appoint Auditors and to fix their remuneration.

SPECIAL BUSINESS

6. To consider and, if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution:

"RESOLVED THAT the consent of the Company be and is herebyaccorded in terms of Section 293(1)(a) and other applicableprovisions, if any, of the Companies Act, 1956 to mortgagingand/or charging by the Board of Directors of the Company of allthe immovable and movable properties of the Companywheresoever situated, present and future and the whole of theundertaking of the Company in favour of Industrial DevelopmentBank of India Ltd. (IDBI Ltd.) acting for itself and as agent ofBanks/Financial Institutions to secure:

The Working Capital Limits of Rs.26000 lac, secured on SecondCharge basis, lent and advanced / agreed to be lent and advancedby State Bank of India, Punjab National Bank, State Bank of Patialaand Industrial Development Bank of India Ltd to the Company.The details are as under:-

S. No. Consortium Banks (Rs. In Lac)

1 State Bank of India 12700

2 Punjab National Bank 10600

3 State Bank of Patiala 1700

4. Industrial Development 1000Bank of India Ltd

Total 26000

together with interest thereon at the respective agreed rates,interest tax, compound interest, additional interest, liquidateddamages, commitment charges, premia on prepayment or onredemption, costs, charges, expenses and other monies payableby the Company to IDBI Ltd., State Bank of India, State Bank ofPatiala, and Punjab National Bank under Loan Agreementsentered into/to be entered into by the Company in respect of theaforesaid loans.

RESOLVED FURTHER THAT the Board of Directors of theCompany or a Committee of Directors authorised by the Board

in this behalf be and is hereby authorised to finalise allagreement(s) for creating mortgage and/or charge as aforesaidand to do all such acts, deeds and matter as may be necessary orexpedient for giving effect to the above resolution."

By Order of the BoardRegistered Office :

Prakash Nagar, Sankhol,Bahadurgarh - 124 507 (Haryana) B. B. SINGALDated : 21st May, 2008 COMPANY SECRETARY

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THISANNUAL GENERAL MEETING MAY APPOINT A PROXY TOATTEND AND VOTE ON A POLL ON HIS BEHALF. A PROXYNEED NOT BE A MEMBER OF THE COMPANY.

Proxies, in order to be effective, must be received at 408, PadmaTower-I, Rajendra Place, New Delhi - 110 008 or RegisteredOffice, not less than forty-eight hours before the commencementof this Annual General Meeting i.e. before 10.30 a.m. on 22ndSeptember, 2008.

2. Explanatory statement pursuant to Section 173(2) of theCompanies Act, 1956, in respect of item no. 6 is annexed hereto.

3. The Register of Members and Share Transfer books of theCompany will remain closed from 09.09.2008 to 13.09.2008(both days inclusive).

4. Members are requested to forward their change of addressnotifications, Bank Account details including 9 digit MICR numberappearing on the cheque pertaining to the respective bankaccount to facilitate distribution of dividend through ElectronicClearing Service (ECS) to the Company / Registrar and TransferAgent - Mas Services Ltd., AB-4, Safdarjung Enclave, New Delhi- 110 029, in respect of Shares held in physical form and to theirrespective Depository Participants if the shares are held inelectronic form.

5. Pursuant to Section 205A of the Companies Act, 1956, dividend,which remains unpaid or unclaimed for a period of seven yearswill be transferred to the Investor Education & Protection Fundof the Central Government.

Members who have not encashed their dividend warrant so farfor the financial year ended 31st March, 2001, or any subsequentfinancial year(s) are requested to address their claim to TheCompany Secretary, Surya Roshni Limited, 408, Padma Tower-I,5, Rajendra Place, New Delhi - 110 008.

6. Information provided as per Clause 49VI(A) of the Listing

Agreement.

The following are the details of the directors seekingreappointment or recommended to be appointed as a Director :

Shri Rajendra Arya, aged about 39 years, has been a director ofthe Company since November, 1997. He is member ofCompany's Remuneration and Shareholders / Investors'Grievance Committees and is a director in Surya ManufacturingIndia Ltd. Shri Arya holds degree in B.E. (CIVIL) from MalaviyaRegional Engg. College, Jaipur in the year 1993. He has a richexperience of over 14 years in the administrative field. Furtherhe is holding 200 shares of the Company.

Notice


3

Shri. K.K. Narula, aged about 69 years, has been the director ofthe Company since, March, 2000.He is the Chairman of theCompany's Audit Committee and member of the Remunerationand Shareloders / Investors' Grievance Committees. He does nothold directorship in any other company. Shri Narula is a M.Com.from the University of Delhi and also a Certified Associate ofIndian Institute of Bankers (CAIIB). He has a vast experience ofover 45 years in the field of Banking and Finance . He retired asChief General Manager from SBI Chandigarh (LHO) and iscurrently working as Banking and Management Consultant.Further he is not holding any shares of the Company.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF

THE COMPANIES ACT, 1956

ITEM NO. 6

The Company has been sanctioned the working capital limits fromconsortium Banks i.e. State Bank of India, Punjab National Bank , StateBank of Patiala and Industrial Development Bank of India Ltd. for itsSteel and Lighting Divisions. The details are as under:

The Working Capital Limits of Rs.26000 lac, secured on Second Chargebasis, lent and advanced/agreed to be lent and advanced by State Bankof India, Punjab National Bank, State Bank of Patiala and IndustrialDevelopment Bank of India Ltd. to the Company.

S. No. Consortium Banks (Rs. In Lac)

1 State Bank of India 12700

2 Punjab National Bank 10600

3 State Bank of Patiala 1700

4. Industrial Development 1000Bank of India Ltd

Total 26000

Notice

the financial assistance together with interest thereon at the respectiveagreed rates, interest tax, compound interest, additional interest,liquidated damages, commitment charges, premia on prepayment oron redemption, costs, charges, expenses and other monies payable bythe Company to IDBI Ltd., State Bank of India, State Bank of Patialaand Punjab National Bank under Loan Agreements entered into/to beentered into by the Company in respect of the aforesaid loans have tobe secured by a joint mortgage of all the immovable and movableproperties of the Company, present and future.

Section 293(1)(a) of the Companies Act, 1956, provides inter alia thatthe Board of Directors of a Public Company shall not, without theconsent of such Public Company in General Meeting, sell, lease orotherwise dispose of the whole or substantially the whole of theundertaking of the Company, or where the Company owns more thanone undertaking, of the whole or substantially the whole of any suchundertaking. Since the mortgage by the Company of its immovableand movable properties as aforesaid in favour of the Lenders may beregarded as disposal of the Company's properties/undertakings, it isnecessary for the members to pass a resolution under Section 293(1)(a)of the Companies Act, 1956, before creation of the said mortgage/charge.

Copy of the Loan Agreement(s) executed between the Company andLenders and copies of the relevant documents / correspondencebetween the said Lenders and the Company are open for inspection atthe Registered Office of the Company between 11.00 A.M. to 1.00P.M. on any working day prior to the date of the meeting.

None of the Directors of the Company is in any way, concerned orinterested in the resolution.

By Order of the BoardRegistered Office :

Prakash Nagar, Sankhol,Bahadurgarh - 124 507 (Haryana) B. B. SINGALDated : 21st May, 2008 COMPANY SECRETARY


4

MANAGEMENT DISCUSSION AND ANALYSIS

PROFILE

Since its inception in 1973, when SURYA set up a Steel Tubesmanufacturing plant in Haryana, by keeping the pace with the changingtimes and constantly focusing on higher goals it diversified intomanufacturing of Lighting products in 1984. It implemented a majorexpansion and backward integration programme in 1990s, whichresulted into timely availability of good quality of material at cost effectiveprices. Over almost a period of 35 years SURYA ROSHNI LIMITED isnow a leading manufacturing company in lighting and Steel TubesIndustry. By adopting cost effect relationship and no compromise withquality Company becomes the leader in Steel Tubes/ Pipes market andamongst the Largest lighting Companies in India.

The hallmark in today's competitive market is global presence. Today,Surya finds itself in 48 countries and is in direct competition with worldfamous manufacturers. Its brand name is available at some of the world'sbest outlets. Surya is the first Indian lighting company to get the prestigiousCE mark on its GLS & FTL for meeting European Safety Standards. TheCE mark is mandatory for companies to enter European markets.In today'sglobal economy quality indicates the parameter of company's success.Your company's success both domestic and globally is due to adoptionof higher level of quality controls which now becomes the driving forceof our success. Your company succeeded in bench-marking quality andinnovation standards by achieving the ISO 9002 in the year 1999. Thecompany was awarded ISO-14001 and OHAS-18001 certificationsrelated to environment and safety respectively.

INDUSTRY STRUCTURE AND DEVELOPMENT

Company experienced a cutthroat competition from other establishedmarket players and unorganized sectors, but still lighting division iswitnessing steady growth in turnover and profit. The following mayimpact the market in the coming years :

• Small Scale Industry in GLS and FTL• Shift from traditional to innovative lamps and systems

To overcome these problems the company has started manufacturing ofEnergy Saving Lamps (CFL) and likely to start business in innovativelamps.

The Steel Tubes industry too witnessed growth during the year underreview and the market growing steadily due to the boom in infrastructuresector. There is tremendous scope for export of ERW Steel Pipes as wellas Cold Rolling particularly to Canada, U.S.A. and European Countriesincluding U.K, Germany and Belgium etc. The future is likely to seeonly those companies successful, which have their products pricedcompetitively and to sell their products in the international market. Allpossible efforts are being made by your company to reduce costs withoutcompromising on the quality of the product and increase the export.

SWOT ANALYSIS

Strengths :

• Well focused vision of the Management• Complete backward integration• High quality of products• Nation-wide marketing network

Weaknesses :

• Diminishing margin of profit on the products• Uncertainties of external market forces

Management Disscussion

Opportunities :

• Potential increase in demand of energy efficient products• Untapped potential in outsourcing and marketing of Luminaries• Increase in demand of regular lighting products with a general

improvement in the power condition in urban as well as rural sectorsand increase in spending on infrastructure development

Threats :

• Tough competition from multi-national companies• Unbranded products from the unorganised sector

SEGMENT-WISE PERFORMANCE

The company is broadly divided into two main segments viz. Steel andLighting. During the year under review, the revenue distribution of variousproducts of the two divisions was as under:

A detailed note on the segment-wise performance is given under theNotes on Accounts, forming a part of annual accounts of the company.

OUTLOOK

• The Government is giving continuous thrust on housing andinfrastructure sector where Steel Tubes and Pipes are used. Theexisting refineries are expanding their capacities and new refineriesare coming into the scene. In future also there seems to be atremendous scope for export in ERW Pipes as well as Cold Rollingparticularly to Canada, USA and other European Countries. Thegovernment spending on infrastructure development is also expectedto increase the demand of pipes every year. With the easy availabilityof finance and tax incentives, it is expected that housing sector willget a major boost. In view of the same, the long term outlook of theCompany remains positive. Steel Division of the Company has been


5Management Disscussion

approved for production of API-5L Grade X-70 Pipes, which is amatter of pride for us and which will enable us to tap huge demandavailable in the market.

• With a general improvement in the power condition in urban aswell as rural sectors and increase in spending on infrastructuredevelopment in the coming years, there is always an increase indemand of regular lighting products . Keeping in view the growingdemands of Energy Saving Lamps and various Governments drivein this direction, we have already started manufacturing of total rangeof Energy Saving Lamps (CFL) and likely to start business in innovativelamps. Through the well focused vision of the management, companywill be able to produce land mark results in future.

RISKS AND CONCERNS

Technology obsolescence is an inherent business risk in a fast changingworld and speed of change and adaptability is crucial for survival ofbusiness. Government energy policy and development of new superiorproducts may render some of its existing production facilities obsolescent.At SURYA, the continuing modernization, aggressive cost cutting andadaptability of new technology are always main strengths and enabledthe company to do away with obsolescent plants/processes and to emergeas one of the most modern plants in the lighting industry throughout theworld. Its strength enable the Company to face future risk and convertthem into opportunities.

Further aggressive cost cutting, addition to the product mix to incorporatemore value-added products and with the present strengths of thecompany, the management feels that it can now compete effectivelyboth in terms of quality and price with similar products imported fromvarious countries. With the assistance of world-renowned consultants,the company has made good progress towards its objective of becomingthe world leader in lighting products. Intense competition in the Lightingindustry, the company is adding a new product range. Moreover, stressis being laid on boosting exports as well as institutional demands. At thesame time, labour, time and money is also being geared towards makingthe various plant premises more and more eco friendly.

The Steel Tubes industry has also been witnessing a fast changingenvironment. The quality parameters of pipes used in the oil sector arebecoming more stringent each day. Moreover, any failure of pipes afterthe supply to customers in the oil and gas sector attracts heavy penalties.The company is taking utmost care to ensure very high quality of products.During the year under review, the company took major steps towardsupgaradation of technology in order to ensure compliance of the qualitynorms.

INTERNAL CONTROL SYSTEM

Your Company has a continuous process of evaluation of the adequacyof systems to ensure that the assets are safeguarded against loss fromunauthorized use or disposition , and that transactions are authorized,recorded and reported correctly. The budgetary control system is also inplace to monitor capital-related costs and revenue costs against division-wise approved budgets.

Regular internal audits and checks are conducted. The Audit Committeeof the Board of Directors reviews, at periodic intervals, the adequacyand effectiveness of internal control systems and suggests improvementfor strengthening them.

FINANCIAL AND OPERATIONAL PERFORMANCE

The Company was able to maintain itself as a leader in the Steel Tubesindustry and as a strong contender in the Lighting industry. Given beloware the financials of the company for the current as well as the previousyear :

(Rs. in crores)

Particulars 2007-2008 2006-2007

Profit for the year 53.08 49.47

Less : Depreciation 25.59 26.52

Profit before tax 27.49 22.94

Provision for tax 7.08 8.13

Net Profit after tax 20.41 14.81

Balance brought forward from 90.16 81.38the previous year

Profit available for appropriations 110.57 96.19

Proposed Equity Dividend 3.90 3.90

Tax on Distributed Profits 0.66 0.66

Transferred to General Reserve 1.50 1.00

Deferred Tax revision (0.86) 0.47

Balance carried to Balance Sheet 105.37 90.16

During the year the turnover of the Company increased to Rs.1485.10crores from Rs.1302.64 crores last year, registering an increase of 14.00%.However the gross profit increased to Rs. 53.08 crores from Rs. 49.47crores last year, a rise of 7.30%.

INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT

Industrial relations during the year under review were cordial andpeaceful. The management wishes to place on record, the excellentcooperation and contribution made by the employees, collectively called"SURYA PARIVAR", at all levels of the organisation to the continuedgrowth of the company. There was constant focus on all roundorganizational development. Various training programs includingvisionary exercises were conducted for personal as well as professionaldevelopment of the employees. Further various other activities like annualsports, festival celebrations take place every year to get in touch withthem and their families.

Relationship has been very cordial with the worker's union for the pastseveral years. During the month of January 2008 the managementexecuted wage agreement with the union, which shall be applicable till31st December, 2010.

The Company's industrial relations continued to be harmonious duringthe year under review. The number of persons directly employed by theCompany was 3533 as on 31st March, 2008.

CAUTIONARY STATEMENT

Statements in this report on Management's Discussion and Analysisdescribing the company's business, projections and estimates are forwardlooking statements. The achieving results may vary from those expressedor implied, depending upon economic conditions, government policies,regulations, tax laws and other incidental factors.


6

DIRECTORS' REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the Thirty Fifth Annual Reporton the operations of your Company, together with audited accounts forthe year ended 31st March, 2008.

1. FINANCIAL RESULTS(Rs. in crores)

Particulars 2007-2008 2006-2007

Profit for the year 53.08 49.47

Less : Depreciation 25.59 26.52

Profit before tax 27.49 22.94

Provision for tax 7.08 8.13

Net Profit after tax 20.41 14.81

Balance brought forward from the 90.16 81.38previous year

Profit available for appropriations 110.57 96.19

Proposed Equity Dividend 3.90 3.90

Tax on Distributed Profits 0.66 0.66

Transferred to General Reserve 1.50 1.00

Deferred Tax revision (0.86) 0.47

Balance carried to Balance Sheet 105.37 90.16

2. DIVIDEND

Your Directors are pleased to recommend the payment of dividend@ Rs.1.50 per share on the paid up equity share capital ofRs. 26.00 crores. The dividend on Equity Shares, if approved atthe Annual General Meeting, will be payable to those shareholderswhose names appear on the company's register of members on13th September, 2008. In respect of shares held in dematerialisedform, the dividend shall be payable on the basis of beneficialownership as at the end of 8th September, 2008, as per the detailsfurnished by National Securities Depository Ltd./ CentralDepository Services (India) Ltd. for the purpose, as on that date.

3. PERFORMANCE DURING THE YEAR UNDER REVIEW

During the year under review, the turnover of your Companyincreased to Rs.1485.10 crores from Rs.1302.64 crores last year,registering an increase of 14.00%. However the gross profitincreased to Rs. 53.08 crores from 49.47 crores last year, a rise of7.30%. The export turnover during the year under review isRs.219.54 crores as against Rs. 147.57 crores in previous year,registering an increase of 48.77%. The performance of variousdivisions of your Company is given below:

STEEL DIVISION

During the year under review, the turnover of the division isRs. 1057.67 crores as compared to Rs.893.43 crores in the lastfinancial year, registering an increase of 18.38 %. The exportturnover of the division is Rs. 195.48 crores in comparison toRs.128.66 crores in the last financial year, an increase of 51.94%.The initiative taken to establish the product in global market havealso started to show result. The Export turnover is likely to furtherincrease during the coming year.

LIGHTING DIVISION

Despite competition from other established market players andunorganised sectors, the Division has witnessed a steady growthin turnover. During the year under review, the turnover of thedivision increased to Rs. 427.43 crores as compared to Rs. 409.21crores last year, an increase of 4.45%. The export turnover during

the year under review is Rs. 24.06 crores as against Rs.18.91 croresin previous year. Strategies are being continuously developed togive greater thrust to the exports.

During the year Company extended its manufacturing of EnergySaving Lamp. In addition to chains installed last year capable tomanufacture Energy Saving Lamps of all varities ranging from 5Wto 23W, one more CFL chain for Spiral CFL Lamps and one G.E.make Automatic Chain for production of CFL have successfullyinstalled during the current year by which the capacity has beenenhanced to 24 Million Pieces per annum. In addition to NaturalGas division has started to use Oxygen and Nitrogen Gas to bringthe input cost low.

REAL ESTATE

During the year the Company has entered into the Real EstateBusiness, company will diversify its range of activities and tap allresources which will enhance Company's growth and profitability.Through the well focused vision of the management, companywill able to produce land mark results in future in this segment.

SUBSIDIARY

Surya Roshni Inc., the only wholly owned subsidiary of thecompany in USA The primary business of the subsidiary wasmarketing and distribution of light bulbs in U.S.A. Since thecompany was not having major operations in U.S.A., turnoverwas almost negligible and company was running in loss for thepast few years. With further no signs of recovery, it was decidedto dissolve the same and the Surya Roshni Inc. U.S.A. was dissolvedon 29th February, 2008.

4. FUTURE PROSPECTS

STEEL DIVISION

In view of thrust of the Government of India on Water, Infrastructureand Export sectors, there is tremendous scope for growth in theSteel Pipe and Cold Rolled Industry. In large Dia Pipe the companyhas widened its product range as per the requirement of the market.More demand is expected from various Oil and Gas companiesfor LDP pipes of API standards. In future also there seems to be atremendous scope for export of ERW Steel Pipes as well as ColdRolling particularly to U.S.A. and European countries.

In order to increase the capacity of Cold Rolling Segment, thecompany has ordered for a new high speed Cold Rolling Millwith better control and quality. Further the company has decidedto install one more Galvanizing Plant with capacity of 36000 M.T.per annum, so that increased demand of Export / Trade can befulfilled. In a step forward towards cost cutting, the company hasorder for one more Natural Gas Generator Set of One MW fromWartshila. All these measures will help in increasing the sale &profitability in the current financial year.

LIGHTING DIVISION

With a general improvement in the power condition in urban aswell as rural sectors and increase in spending on infrastructuredevelopment in the coming years, there is always an increase indemand of regular lighting products . Well defined strategies arebeing implemented in order to cater the gradual increase indemand of lighting products and enhance the product share inmarket and to boost the demand for your Company's products.Keeping in view the growing demands of Energy Saving Lampsand various Governments drive in this direction, we have alreadymade ourselves ready to cater the growing demand in India aswell as Global markets. With the addition of CFL Chains, thecompany is capable to manufacture total range of CFLs to meetthe growing demand. Through whole hearted efforts and better

Directors' Report


7Directors' Report

commitment at all levels, the turnover and profitability of yourcompany during the current year are likely to reflect a considerablegrowth as compared to those of the year under review.

5. FIXED DEPOSITS

The Public response towards the Company's fixed deposit schemecontinued to be encouraging during the year under review. At theclose of the year, 73 deposit holders, whose deposits, aggregatingto Rs. 21.37 lacs, had become due for payment, did not claim orrenew their deposits. Since then, deposits aggregating to Rs. 12.16lacs have either been claimed or renewed. The principal amountand interest were duly paid for all other deposits, which maturedduring the year.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and research and developmentactivities undertaken by the Company alongwith information inaccordance with provision of Section 217(1)(e) of the CompaniesAct, 1956, read with the Companies (Disclosure of Particulars inthe Report of Board of Directors) Rules, 1988, are given as Annexure'A' to the Directors' Report.

7. PARTICULARS OF EMPLOYEES AND DISCLOSURE OFINFORMATION

Particulars of employees, as required under Section 217(2A) ofthe Companies Act, 1956, read with Companies (Particulars ofEmployees) Rules, 1975, as amended and information as perCompanies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988, are given as Annexure 'B' to theDirectors' Report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicableaccounting standards have been followed along with properexplanation relating to material departures;

ii. that the Directors had selected such accounting policies andapplied them consistently and made judgements andestimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the endof the financial year and of the profit of the Company for thatperiod;

iii. that the Directors had taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detectingfraud and other irregularities;

iv. that the Directors had prepared the annual accounts on agoing concern basis.

9. DIRECTORS

As per Article 101 of the Articles of Association of the Company,Shri Rajendra Arya and Shri K K Narula, retire by rotation and,being eligible, offer themselves for reappointment.

10. AUDITORS

The Auditors, Messers. Sastry K. Anandam & Company, CharteredAccountants, retire at the forthcoming Annual General Meetingand, being eligible, offer themselves for reappointment. Theobservations of the Auditors have been suitably dealt with in thenotes on accounts.

11. COMPLIANCE CERTIFICATE

As per Revised Clause 49 of the Listing Agreement with the StockExchanges, the compliance certificate from Chairman andManaging Director and CFO is given as Annexure 'C' to theDirectors' Report.

12. ACKNOWLEDGEMENT

Your Directors wish to place on record, their appreciation for thecontinued support from All India Financial Institutions,Bankers, Government Authorities, Business Constituents andInvesting Public.

Your Directors also wish to place on record once again, theirappreciation for the contribution made by the workers, staff andexecutives at all levels, to the continued growth and prosperity ofthe Company. The overall industrial relations remained cordial atall the establishments.

for and on behalf ofthe Board of Directors

B. D. AGARWALPlace : New Delhi CHAIRMAN AND

Dated : 21st May, 2008 MANAGING DIRECTOR

ANNEXURE 'A' TO DIRECTORS' REPORT

Information as per Section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and formingpart of the Directors' Report for the year ended 31st March, 2008.

I. CONSERVATION OF ENERGY

a) Energy conservation measures taken :

At Steel Division, Bahadurgarh :

– Ordered One 1 MW Gas based Generator set Wartsila, France Make, to replace Diesel Generator Sets to reduce power cost.

– 625 KVA first Gas Based Engine has become operational which was earlier out of circuit, due to long power-cuts.

– Changed HF Welder from contact to Induction Welding on Pipe Mill for increase the speed and productivity.

At Malanpur Unit of Lighting Division :

– Installed PSA plant for generating N2 and O2 Gases in house.

– Waste Heat Recovery Unit was installed on the exhaust side of Gas Generator in LD.

– By doing modification in LP Air line on TL Baker-III.

– Replacement of IR reci. Compressor with Screw Air Compressor.

– Total production lines are working on own Gas based Power Plant instead of MP Board's supply.

– Improved design of checkers in the Regenerators to recover more heat from outgoing fuel gases.

– Energy saving after doing insulation or patching work in furnance.


8

At Kashipur Unit of Lighting Division :

– Monitoring the HP air pressure on TL 5th Chain and reduced Compressed Air Pressure from 6 bar to 5 bar.

– Air-cooling Plant FTL and GLS, existing 2 Nos. H.P. Water Spray Pumps replaced by 1.00 H.P. Water Spray Pump.

– Coating Drying Chamber Partition Insulation provided to reduce heat losses.

– Installed A.C. Drive in Lead Glass Plant secondary air blower and thus reduced frequency from 50 Hz to 37 Hz.

– A.C. Drive provided on TL Coating Section coating blower for maintaining homogeneous thickness coating through out the tube.

– Introduced power capacitor in L.T. room and major load centers in plants to improve the Power Factor and for reduced unit consumption.

b) Additional investment and proposals being implemented for reduction of consumption of energy :

At Steel Division, Bahadurgarh :

Efforts are going on for replacing the existing Diesel Generators by Gas based Generators in order to increase more use of Gas.

c) Impact of the measures at a) above for reduction of energy consumption and consequent impact on the cost of production of goods :

Using Gas based Generator Set for power generation will reduce the downtime which frequently took place in purchasing power fromElectricity Boards.The above measures resulted in substantial saving in the consumption of energy and consequent saving in the cost ofproduction of goods.

d) Total energy consumption and energy consumption per unit of production as per Form-A of the Annexure to the Rules in respect ofIndustries in the Schedule thereto :

Steel Division Lighting Division

2007-2008 2006-2007 2007-2008 2006-2007A) Power & Fuel Consumption

1. Electricity

a) PurchasedUnits (in thousands) 9292.58 10665.77 10727.05 16051.15Total Amount (Rs. in lacs) 407.74 438.73 298.27 586.09Rate / Unit (Rs.) 4.39 4.11 2.78 3.65

b) Own GenerationThrough Diesel GeneratorUnits (in thousands) 1392.82 1809.03 3023.03 4916.04Unit per Ltr. Of HSD 3.12 3.09 3.32 3.42Cost / Unit (Rs.) 10.49 10.14 8.97 8.40

c) Own Generation byNatural Gas Generator SetUnits (in thousands) 15653.22 10989.04 14845.21 6090.20Unit per SCM3 2.96 2.82 3.71 3.45Cost / Unit (Rs.) 2.95 3.07 2.63 3.25

2. Furnace Oil/LDOQty. (K.Ltrs.) 31.20 22.94 3086.74 5330.36Total amount (Rs. in lacs) 6.87 4.89 738.78 1204.01Avg. Rate (Rs.) 22.02 21.33 23.93 22.59

3. RLNG (Natural Gas)Qty. SCM3 (in thousands) 2626.98 4051.81 10222.92 6342.23Total amount (Rs. in lacs) 229.72 312.78 984.88 604.21Rate / SCM (Rs.) 8.74 7.72 9.63 9.53

4. L.P.G.Qty. (Tonnes) Not used Not used 2136.52 2289.95Total amount (Rs. in lacs) Not used Not used 807.81 739.46Rate / KG (Rs.) Not used Not used 37.81 32.29

5. DieselQty. (K.Ltrs.) Not used Not used 301.45 496.38Total amount (Rs. in lacs) Not used Not used 84.41 142.23Rate / Ltr. (Rs.) Not used Not used 28.00 28.65

6. PropaneQty. (Tonnes) Not used Not used 57.50 860.37Total amount (Rs. in lacs) Not used Not used 18.39 254.81Rate / KG (Rs.) Not used Not used 31.98 29.62

Directors' Report


9

Steel Division Lighting Division

2007-2008 2006-2007 2007-2008 2006-2007

B) Consumption per unit production

Product Unit Steel Tubes / Pipes / Glass ItemC.R.Strips (Per M.T.) (Per M.T.)

Electricity Units 109.68 114.12 137.49 131.20

Furnace Oil/HSD/LDO/RFO Ltrs. 0.30 0.30 179.41 168.86

Propane / LPG Kg. Not used Not used 58.08 59.87

Natural Gas Consumption (In GI Mill) SCM3 25.61 26.77 Not used Not used

Natural Gas Consumption (In CR Mill) SCM3 38.18 36.96 Not used Not used

II. TECHNOLOGY ABSORPTION

Efforts made in technology absorption as per Form-B of the Annexure to the Rules :

1. Research and Development (R&D)

a) Specific areas in which R&D carried out by the company :

During the year under review, no R&D carried out.

b) Benefits derived as a result of above R&D : Not Applicable

c) Future Plan of action :

If required, Research and Development activities shall be carried out in future to achieve greater efficiency in production techniques.

d) Expenditure on R&D : No capital as well as recurring expenditure made on R&D.

2. Technology absorption, adaptation & innovation :

a) Efforts, in brief, made towards technology absorption, adaptation & innovation :

Major initiatives are being taken to upgrade the various processes by making use of latest and better techniques. Development of AnodeRing fixing mechanism in FTL-III is made in order to comply the BEE certified star Lamps. Efforts are constantly being made to make themaximum use of the available infrastructure, at the same time innovating new techniques to bring about efficiency as well as economyin different areas. Employees are given appropriate training of and on the job, to enable them to achieve the planned performance.

b) Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitutionetc.:

There were various benefits derived as a result of the efforts listed above, some of them included better utilization of the availableresources, product improvement and development, cost reduction, better overall efficiency.

c) In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) : Nil

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports, initiatives taken to increase export, development of new markets for products and services andexport plans :

Major initiatives were taken to boost the exports of the company. Some of them included :

– Emphasis has been given on Foreign Traveling of Export Executives and Directors for development of new markets.

– The Company has participated in the conferences and exhibitions organized in various foreign countries.

– Steps has been taken for creating export market for Large Dia Pipe of API standards.

b) Total foreign exchange used and earned (Rs. in lacs)

Used : 5010.75 Earned : 19665.41


Place : New Delhi B. D. AgarwalDate : 21st May, 2008 Chairman & Managing Director

Directors' Report


10

ANNEXURE ‘C’ TO THE DIRECTORS’ REPORT

Certification by Managing Director and Chief Financial Officer (CFO) of the Company

We hereby certify that for the financial year ending 31st March, 2008 on the basis of the review of the financial statements and the cash flow statementand to the best of our knowledge and belief that :

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

2. 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.

3. There are, to the best of our knowledge and belief, no transactions entered into by the company during the 2007-2008 which are fraudulent,illegal or violative of the Company's Code of Conduct.

4. We accept the responsibility for establishing and maintaining internal controls. We have evaluated the effectiveness of the internal control systemsof the Company and we have disclosed to the auditors and the Audit Committee those deficiencies, of which we are aware, in the design oroperation of the internal control systems and that we have taken the required steps to rectify these deficiencies.

5. We further certify that :

a. There have been no significant changes in internal control during this year.

b. There have been no significant changes in accounting policies during this year.

c. There have been no instances of significant fraud of which we have become aware and the involvement therein, of management or anemployee having a significant role in the Company's internal control system.

B. D. Agarwal S. N. BansalPlace : New Delhi Chairman and Executive Director &Dated : 21st May, 2008 Managing Director CFO

ANNEXURE 'B' TO THE DIRECTORS' REPORT

Statement of particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, and part of the Directors' Report

Sl. Name Age Designation / Remuneration Qualification Experience Date of LastNo. yrs. Nature of duties (Rs.) yrs. Commencement employement

of employment and position held

Employed throughout the financial year

1. Sh. B. D. Agarwal 79 Chairman & 78,73,712 B. A. 53 01.04.1982 Jindal Industries Ltd.Managing Director (Whole Time Director)

2. Sh. J. P. Agarwal 57 Vice Chairman and 61,80,000 B. Com. 36 01.04.1986 Jindal Industries Ltd.Joint Managing Director (Executive Director)

Notes:

1) Shri B. D. Agarwal, Chairman and Managing Director and Shri J. P. Agarwal, Vice Chairman and Joint Managing Director of the Company areboth related to each other.

2) The employment of Shri B. D. Agarwal and Shri J. P. Agarwal are contractual and governed by the terms and conditions approved by the CentralGovernment/ Shareholders.

3) Remuneration includes salary, commission, medical exp., house rent paid / house rent allowance, other allowances and taxable valueof perquisites.

4) No employees of the Company came within the purview of the provisions of Section 217 (2A)(a)(iii) of the Companies Act, 1956 during the year.


Place : New Delhi B. D. AgarwalDate : 21st May, 2008 Chairman & Managing Director

Directors' Report


11

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2007-08

1. Corporate Governance Philosophy

The Securities and Exchange Board of India (SEBI) has prescribed mandatory standards of Corporate Governance for all companies listed on IndianStock Exchanges. This chapter constitutes your Company's compliance with Clause 49 of the Listing Agreement.

Your Company has already adopted a Code of Conduct, which lays down the standards of values, ethics and business principles of the Management.Our business and day to day affairs of the Company are conducted with highest level of compliance.

2. Board of Directors

The names, along with categories of the Directors on the Board, their attendance at Board meetings during the year and at the last AGM as also thenumber of directorships and committee memberships held by them in other companies are given below :

The Chairman is an Executive Director and the number of Independent Non-Executive Directors on the Board is more than 50% of the Boardstrength at any point of time. All Independent Non-Executive Directors comply with the legal requirements for being "independent". The IndependentDirectors do not have any pecuniary relationships or transactions either with the Company or with the promoters/management that may affect theirjudgment in any manner.

Under the Law, the Board of Directors must meet at least four times a year, with a maximum time gap of four months between any two meetings.

During the last financial year, our Board met five times, on 23rd May, 2007 ; 29th June, 2007; 30th July, 2007 ; 29th October, 2007 and 30thJanuary, 2008.

None of the Directors of our Company were members in more than 10 committees or acted as Chairman of more than five committees across allcompanies in which they were Directors.

Surya Code of Conduct:

The Board Members and Senior Management personnel have affirmed their compliance with the code of conduct. The Code of Conduct hasalready been posted on the website of the Company. The Chairman and Managing Director has certified that the Board Members and seniormanagement personnel have complied with the code of conduct and the same is placed before the Board.

3. Audit Committee

The Audit Committee comprises three Directors. The members of Audit Committee are Shri. K. K. Narula (Chairperson and Independent Director),Shri B. B. Chadha (Independent Director) and Shri G. S. Gupta (Independent Director). All the three members have extensive financial andaccounting knowledge and background. The terms of reference of the Audit Committee are in line with revised Clause 49 II (C) and (D) of theListing Agreement with the stock exchanges and Section 292A of the Companies Act, 1956. During the year under review, five committeemeetings were held i.e. 23.05.2007, 29.06.2007, 30.07.2007, 29.10.2007 and 30.01.2008 and were attended by all members of the Committee.The quorum for the Committee is two members. The Audit Committee meetings were attended by the heads of Finance and Internal Audit and theAuditors (including Cost Auditors) as invitees. The members held discussions with the Auditors during the meetings and the Committee reviewedthe periodic unaudited and audited results of the company before being considered and approved by the Board of Directors. Sh. B.B. Singal,Company Secretary, acts as the secretary to the Committee.

Name Category No. of Board Whether No. of Directorships No. of Committee positionsof the Director Meetings attended held in other companies held in other companies

attended AGM onduring 28th

Chairman Director Chairman Member2007-08 Sept. 2007

Sh. B. D. Agarwal Promoter(Chairman & ExecutiveManaging Director) Non-Independent 4 NO – 2 – –

Sh. J. P. Agarwal Promoter(Vice Chairman & ExecutiveJt. Managing Director) Non-Independent 5 YES – 2 – –

Sh. M. G. Bakre Non-Executive(IDBI Nominee) Independent 5 NO – – – –

Sh. K. K. Narula Non-ExecutiveIndependent 5 YES – – – –

Sh. Rajendra Arya Non-ExecutiveIndependent 5 NO – 1 – –

Smt. Urmil Agarwal Non-ExecutiveNon-Independent 1 NO – 1 – –

Sh. B. B. Chadha Non-ExecutiveIndependent 5 NO – 3 2 2

Sh. G. S. Gupta Non-ExecutiveIndependent 5 NO – 2 – –

Corporate Governance


12

The role of the Audit Committee, which amongst other things includes the following:

1. Overseeing of the company's financial reporting process and disclosure of its financial information to ensure that the financial statements arecorrect, sufficient and credible.

2. Recommending the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors and fixation of auditfees and approval of payment of statutory auditors for any other services rendered by the statutory auditors.

3. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:a. Matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of clause (2AA)

of Section 217 of the Companies Act, 1956.b. Changes, if any, in accounting policies and practices and reasons for the same.c. Major accounting entries involving estimates based on the exercise of judgment by management.d. Significant adjustments made in the financial statements arising out of audit findings.e. Compliance with listing and other legal requirements relating to financial statements.f. Disclosure of any related party transactions.g. Qualifications in the draft audit report.

4. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.5. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.6. 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.7. Discussion with internal auditors any significant findings and follow up thereon.8. 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.9. 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.10. 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.11. Reviewing the management discussion and analysis of financial condition and results of operations.12. Reviewing the significant related party transactions, submitted by management.13. Reviewing the management letters / letters of internal control weaknesses issued by the statutory auditors.14. Reviewing the internal audit reports relating to internal control weaknesses.15. Reviewing the appointment, removal and terms of remuneration of the Chief Internal Auditor16. Reviewing the financial statements, in particular, the investments made by the unlisted subsidiary company.

The minutes of the Committee are placed before the Board.

4. Directors Remuneration

a. Pecuniary Relationships:

None of the Non Executive Directors of your Company have any pecuniary relationship or transactions with the Company except for sittingfees paid to them for attending Board meetings or Committee meetings thereof.

b. Remuneration Policy:

The following aspects are considered while determining the remuneration package of the senior management of the Company:• Industry Standards• Remuneration package of executives in the industry with similar skill sets

c. The details of remuneration / sitting fees paid to the Executive Directors / Non Executive Directors during the financial year 2007-2008 is asunder:

Name Salary Perquisites Commission Stock Sitting Fees& Allowances Options

(Rs.) (Rs.) (Rs.) (Rs.)

Sh. B. D. Agarwal(Chairman & Managing Director) 39,75,000 19,87,500 19,11,212 Nil N.A.Sh. J. P. Agarwal(Vice Chairman & Jt. Managing Director) 30,90,000 15,45,000 15,45,000 Nil N.A.Sh. M.G. Bakre (IDBI Nominee) Nil Nil Nil Nil 37,500/-Sh. K.K.Narula Nil Nil Nil Nil 97,500/-Sh. Rajendra Arya Nil Nil Nil Nil 1,20,000/-Smt. Urmil Agarwal Nil Nil Nil Nil 7,500/-Sh. B. B. Chadha Nil Nil Nil Nil 75,000/-Sh. G. S. Gupta Nil Nil Nil Nil 1,27,500/-

Period of Contract (Sh. B. D. Agarwal) : 5 years from 1st July, 2007 (i.e. upto 30th June, 2012)Period of Contract (Sh. J. P. Agarwal) : 5 years from 1st January, 2007 (i.e. upto 31st December, 2011)

The Company has not issued Stock options (ESOPs) to any of its Directors.Number of Shares held by Non Executive Directors:Shri Rajendra Arya – 200Smt. Urmil Agarwal – 158873

5. Remuneration Committee

The Remuneration Committee comprises Shri K. K. Narula (Chairperson), Shri Rajendra Arya and Shri G. S. Gupta. The scope of the RemunerationCommittee includes finalizing the remuneration packages for Executive Director(s) of the Company. Sh. B. B. Singal, Company Secretary, acts asthe secretary to the committee.

There is one meeting held during the year on 29.06.2007 and the same was attended by all the members.



13

6. Shareholders/ Investors' Grievance Committee

The Committee has the mandate to review and redress shareholder grievances. The Committee met 4 times during the year on 20.04.2007,13.07.2007, 20.10.2007 and 17.01.2008, and the attendance of Members at the Meeting was as follows:

Name of the Members Status No. of Meetings Attended

Sh. B. D. Agarwal Member 4

Sh. Rajendra Arya Chairman 4

Sh. K. K. Narula Member 2

The quorum for the Committee is two members. The minutes of the Committee are placed before the Board.

Compliance Officer : Sh. B.B.Singal (Company Secretary)

Number of shareholders' complaints received upto 31st March, 2008 : 84

Number of complaints not solved to the satisfaction of the shareholders : Nil

Number of pending complaints : Nil

7. General Body Meetings

The last three Annual General Meetings were held on the following dates :

29.09.2005; 28.09.2006; 28.09.2007

at the Registered Office of the company at Prakash Nagar, Sankhol, Bahadurgarh -124 507 at 10:30 a.m.

One Special Resolution was passed at the 33rd AGM held on 28th September, 2006 and One Special Resolution was passed at the 34th AGM heldon 28th September, 2007.

During the last year three special resolution was put through postal ballot. Shri B. B. Singal, Company Secretary, has conducted the postal ballotexercise. The details of voting pattern were as follows:

Voting Pattern of Special Resolution u/s 17 of the Companies Act, 1956, as stated in Postal Ballot Notice dated 29th June, 2007.

Particulars No. of Postal No. of Shares % of Total Paid upBallot Forms Equity Capital

Total Postal Ballot forms received 954 14649087 56.33

Less : Invalid Postal Ballot Forms 97 37620 0.14

Net Valid Postal Ballot Forms 857 14611467 56.19

Postal Ballot forms with Assent for the Resolution 840 14598406 56.14

Postal Ballot Forms with Dissent for the Resolution 17 13061 0.05

Voting Pattern of Special Resolution u/s 198, 268, 269, 310 & 311 read with Schedule XIII of the Companies Act, 1956, as stated in Postal BallotNotice dated 29th June, 2007.







Voting Pattern of Special Resolution u/s 17 of the Companies Act, 1956, as stated in Postal Ballot Notice dated 29th October, 2007.









14

MONTH NSE BSE

HIGH (Rs.) LOW (Rs.) HIGH (Rs.) LOW (Rs.)

April, 2007 54.60 46.50 54.50 46.55

May, 2007 56.90 50.05 56.95 49.50

June, 2007 57.90 50.00 58.60 49.80

July, 2007 68.50 53.05 68.00 52.95

August, 2007 61.50 45.10 59.00 45.00

September, 2007 66.90 52.50 66.50 52.50

October, 2007 64.00 48.00 63.90 51.00

November, 2007 79.00 52.80 79.15 52.75

December, 2007 93.20 68.50 93.00 69.00

January, 2008 98.00 54.55 95.00 54.10

February, 2008 79.50 60.15 78.90 61.10

March, 2008 78.00 45.50 70.60 45.25

viii. Performance in comparison to BSE SENSEXvii. Market Price Data :

ix. Registrar : MAS Services Limited(Common for both Physical and Electronic share registry) AB-4, Safdarjung Enclave, New Delhi - 110 029.

Tel. : (011) 26104142; 26104326; 26104292Fax : (011) 26181081E-Mail : [email protected]

[email protected]. Share Transfer System

The Company's share transfers are handled by MAS Services Ltd., Registrar and Transfer Agents (RTA). The shares received in physical mode bythe Company/RTA are transferred expeditiously provided the documents are complete and shares under transfer are not under dispute. Confirmationin respect of the request for dematerialisation of shares is sent to the respective depositories - National Securities Depository Limited / CentralDepository Services (India) Limited within 15 days. None of the transfer was pending for more than a fortnight as on 31st March, 2008.

8. Disclosures

i) The senior management has made disclosures to the board relating to all material financial and commercial transactions. There are nomaterially significant related party transactions that may have potential conflict with the interest of the company at large.

ii) The Company has complied with all applicable requirements prescribed by the regulatory and statutory authorities including Stock Exchangesand SEBI during the preceding three financial years on all matters related to capital market and no penalties / strictures in this respect havebeen imposed on the Company.

iii) The Company has complied with all mandatory requirements and has constituted Remuneration Committee of the Board.

9. Means of Communication

i. Half yearly report sent to each shareholders residence : No

ii. Newspapers in which quarterly results normally published : Business Standard, Dainik Tribune

iii. Website where results or official news are displayed : www.suryaroshnilighting.com

iv. Whether it also displays presentations made to institutionalinvestors or to the analysts : Yes (if any)

v. Whether Management Discussion & Analysis Report ispart of the Annual Report or not : Yes

10. General Shareholder Informationi. AGM : Date and Time - 24.09.2008 at 10:30 a.m.

Venue - Prakash Nagar, Sankhol, Bahadurgarh, Haryana - 124 507.ii. Financial Year - 1st April to 31st Marchiii. Book closure Date - 09.09.2008 - 13.09.2008 (both days inclusive)iv. Dividend payment date - On or after 25.09.2008v. Listing on Stock Exchanges - The securities of the company were listed on the following Stock

Exchanges during the financial year 2007-08:

The Stock Exchange, Mumbai The National Stock Exchange of India Ltd.Rotunda Building, Dalal Street, Exchange Plaza, Bandra- Kurla Complex,Fort, Mumbai - 400 001. Bandra, Mumbai - 400 051.

The company has paid the Annual Listing Fees to the Stock Exchanges for the Financial Year 2007-08 and 2008-09.

vi. Stock Code

Equity Shares - BSE - (Physical) - 336

(Dematerialised) - 500336

NSE - (Symbol) - SURYAROSNI



15

xi. Distribution of Shareholding

Shareholders Shares

Holdings Number % of Total Number % of Total

1-5000 19413 99.05 6047264 23.265001-10000 92 0.47 685227 2.64

10001- 20000 28 0.14 419155 1.6120001-100000 34 0.17 1623158 6.24Over 100000 33 0.17 17226446 66.25

TOTAL 19600 100.00 26001250 100.00

Shareholding Pattern

CATEGORY No. of Shares held % age of Paid-up Capital

Promoters (including Persons Acting in Concert) 6719610 25.843Institutional Investors 2451962 9.430Private Corporate Bodies 10102515 38.854Indian Public 6615532 25.444NRIs and OCBs 84011 0.323Others (Clearing Members) 27620 0.106

TOTAL 26001250 100.00

xii. Dematerialisation of Shares & Liquidity : The company has obtained electronic connectivity with the National Securities DepositoryLtd. (NSDL) and the Central Depository Services (India) Ltd. (CDSL) for demat facility (ISIN:INE335A01012). As on 31st March, 2008, 2,36,08,490 equity shares, being 90.80% of thecompany's total paid-up equity shares had been dematerialized.

The shares of the company are regularly traded at the NSE and BSE.

xiii. Outstanding GDRs /ADRs /Warrants or : NILany Convertible instruments, conversion However warrant holders holding 38,00,000 optionally convertible warrants which weredate & likely impact on equity outstanding for conversion at the beginning of the financial year 2007-2008, had not exercised

their option for conversion up to 15.07.2007, consequently as per the terms of said preferentialissue and in accordance with clause 13.1.2.3 (c) of SEBI (DIP) Guidelines, 2000, paid-up amountof Rs. 2,43,20,000 on 38,00,000 warrants had been forfeited.

xiv. Plant Locations : Steel Division : Prakash Nagar, Sankhol, Bahadurgarh, Haryana - 124 507.: Lighting Division : 7 km Stone, Kashipur-Moradabad Road, Kashipur - 244 713 (Uttarakhand)

J-7, 8 & 9, Malanpur Industrial Area, Malanpur, Distt. Bhind (M.P.)

xv. Address for correspondence : The Company SecretarySurya Roshni Limited408, Padma Tower - I, 5, Rajendra Place, New Delhi - 110 008.Tel. - (011) 41539765, 25810093-96 Fax - (011) 25789560E-Mail - [email protected]

[email protected]

AUDITOR'S CERTIFICATE

Auditor's certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement

To the members ofSurya Roshni Limited

We have examined the compliance of conditions of corporate governance by Surya Roshni Limited ("the company") for the year ended31st March, 2008, as stipulated in Clause 49 of the Listing Agreement of the Company with the stock exchanges.

The compliance of the conditions of corporate governance is the responsibility of the management. Our examination was limited to theprocedures 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.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has compliedwith the conditions of corporate governance as stipulated in the abovementioned Listing Agreement.

We state that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained bythe Company.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness withwhich the management has conducted the affairs of the Company.

For SASTRY K. ANANDAM & CO.CHARTERED ACCOUNTANTS

Place : New Delhi (CA. ANANDA SASTRY K.)Dated : 21st May, 2008 Partner, FCA

Membership No. 9980



16

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date

1. In respect of its fixed assets :

a) The Company has maintained records showing full particularsincluding quantitative details and situation of its fixed assetson the basis of available information.

b) As explained to us, the fixed assets have been physicallyverified by the management during the year in a phasedperiodical manner, which in our opinion is reasonable, havingregard to the size of the Company and nature of its assets. Nomaterial discrepancies were noticed on such physicalverification. The title deeds of fixed assets pledged with theFinancial Institutions & Banks are with IDBI Bank Ltd. are dulyconfirmed by them.

c) In our opinion, the Company has not disposed of substantialpart of fixed assets during the year and the going concern statusof the Company is not affected.

2. In respect of its inventories :

a) As explained to us, inventories have been physically verifiedby the management at regular intervals during the year.

b) In our opinion and according to the information andexplanations given to us, the procedures of physical verificationof inventories followed by the management are reasonableand adequate in relation to the size of the Company and thenature of its business.

c) The Company has maintained proper records of inventories.As explained to us, there were no material discrepanciesnoticed on physical verification of inventory as compared tothe book records.

3. In respect of loans, secured or unsecured, granted or taken by theCompany to/from companies, firms or other parties covered in theregister maintained under section 301 of the Companies Act, 1956:

a) The Company has not granted any loans, secured or unsecuredto Companies, firms or other parties covered in the registermaintained under Section 301 of the Companies Act, 1956.

b) Since the Company has not granted any loans, the Clause (b),(c), (d) relating to the rate of interest, receipt of Principal amount,overdue amount does not apply.

c) The Company has not taken any loans, secured or unsecuredfrom Companies, firms or other parties covered in the registermaintained under Section 301 of the Companies Act, 1956.

d) Since the Company has not taken any loans, the Clause relatingto the rate of interest, payment of Principal amount, overdueamount does not apply.

4. In our opinion and according to the information and explanationsgiven to us, there are adequate internal control procedurescommensurate with the size of the Company and the nature of itsbusiness for the purchase of inventory, fixed assets and also forthe sale of goods. During the course of our audit, we have notobserved any continuing failure to correct major weaknesses ininternal controls.

5. In respect of transactions covered under Section 301 of theCompanies Act, 1956:

a) In our opinion and according to the information andexplanations given to us, there are no transactions made inpursuance of contracts or arrangements, that needed to beentered into in the register maintained under Section 301 ofthe Companies Act, 1956.

AUDITORS' REPORT

ToThe Members

1. We have audited the attached Balance Sheet of M/s SURYA ROSHNILIMITED as at 31st March, 2008 and the Profit and Loss Account &also the Cash Flow Statement for the year ended on that date annexedthereto. These financial statements are the responsibility of theCompany's Management. Our responsibility is to express an opinionon these financial statements based on our Audit.

2. We conducted our audit in accordance with Auditing Standardsgenerally accepted in India. Those standards require that we plan &perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatements. An auditincludes examining, on a test basis, evidence supporting the amounts& disclosures in financial statements. An audit also includes assessingthe accounting principles used & significant estimates made byManagement, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 asamended by the Companies (Auditors' Report) (Amendment) Order,2004 issued by the Central Government of India in terms of SubSection (4A) of Section 227 of the Companies Act, 1956 and on thebasis of such checks as we considered appropriate and according tothe information and explanations given to us, we enclose in theAnnexure hereto a statement on the matters specified in paragraphs4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3above, we report that:(i) We have obtained all the information and explanations, which

to the best of our knowledge and belief were necessary for thepurposes of our audit.

(ii) In our opinion, proper books of account, as required by lawhave been kept by the Company so far as appears from ourexamination of those books.

(iii) The Balance Sheet, Profit and Loss Account and Cash FlowStatement dealt with by this report are in agreement with thebooks of account.

(iv) In our opinion, the Balance Sheet, Profit and Loss Accountand Cash Flow Statement dealt with by this report complywith the mandatory Accounting Standards referred in SubSection (3C) of Section 211 of the Companies Act, 1956.

(v) On the basis of written representations received from thedirectors as on 31st March, 2008, and taken on record by theBoard of Directors, we report that none of the directors isdisqualified as on 31st March, 2008 from being appointed asa director in terms of clause (g) of sub-section (1) of Section274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and accordingto the explanations given to us, the said accounts read togetherwith the Significant Accounting Policies and other notesthereon give the information required by the Companies Act,1956 in the manner so required, and present a true and fairview, in conformity with the accounting principles generallyaccepted in India :a) in so far as it relates to Balance Sheet, of the State of

affairs of the Company as at 31st March, 2008;b) in so far as it relates to Profit and Loss Account, of PROFIT

of the Company for the year ended on that date; andc) in so far as it relates to the Cash Flow Statement, of the

Cash Flows for the year ended on that date.

For SASTRY K. ANANDAM AND CO.CHARTERED ACCOUNTANTS

(CA. ANANDA SASTRY K.)Place : New Delhi Partner, F.C.A.Dated : 21st May, 2008 Membership No. 9980

Auditors' Report


17

b) Since there are no transaction, the Clause relating to makingentry in the register maintained under Section 301 of theCompanies Act, 1956 does not apply.

6. In our opinion and according to the information and explanationsgiven to us, the Company has complied with the provisions ofSection 58A and 58AA or any other relevant provisions of theCompanies Act, 1956 and the Companies (Acceptance of Deposits)Rules, 1975 with regard to the deposits accepted from the public.Since the Company has not defaulted in repayments of deposits,compliance of Section 58AA, no order has been passed by theCompany Law Board, National Company Law Tribunal or ReserveBank of India.

7. In our opinion, the internal audit system of the Company iscommensurate with its size and nature of its business.

8. We have broadly reviewed the books of accounts relating tomaterials, labour & other items of cost maintained by the CompanyPursuant to the Rules made by the Central Government for themaintenance of Cost Records under Section 209(1) (d) of theCompanies Act, 1956 and we are of the opinion, that prima facie,the prescribed accounts and records have been made andmaintained.

9. In respect of statutory dues :

i) the company is generally regular in depositing with appropriateauthorities undisputed statutory dues including provident fund,investor education and protection fund, employees stateinsurance, Income Tax, Sales / VAT Tax, Wealth Tax, ServiceTax, Custom Duty, Excise Duty, Cess and other materialstatutory dues applicable to it.

ii) According to the information and explanations given to us,no undisputed amounts payable in respect of Income Tax,Wealth Tax, Sales / VAT Tax, Custom Duty, Excise Duty andCess were in arrears as at 31st March, 2008 for a period ofmore than six months from the date they became payable.

iii) The disputed statutory dues aggregating to Rs. 5,17,58,278/-that have not been deposited on account of matters pendingbefore appropriate authorities are as under:

Sl. Name of Nature of Forum where Amount

No. the Statue Dues dispute is in (Rs.)

pending

1. Central Excise Excise Duty Upto

Act, 1944 Commissioner

Level 1,44,15,491

High Court 4,34,446

2. Employees Employees High Court 34,55,828

State State

Insurance Insurance

Act, 1966 Calculation

3. UPSEB UPSEB High Court 41,27,000

Acts

4. Sales Tax / Taxes Upto 2,69,57,513

VAT Acts Commissioner

Level

High Court 23,68,000

Total 5,17,58,278

10. The Company has no accumulated losses and has not incurred anycash losses during the financial year covered by our audit or in theimmediately preceding financial year.

11. Based on our audit procedures and according to the informationand explanation given to us, we are of the opinion that the Companyhas not defaulted in repayment of dues to financial institutions,banks or debenture holders.

12. In our opinion and according to the information and explanationsgiven to us, no loans and advances have been granted by theCompany on the basis of security by way of pledge of shares,debentures and other investments.

13. In our opinion, the Company is not a chit fund or a nidhi/mutualbenefit fund/ society. Therefore, clause 4(xiii) of the Companies(Auditor's Report) Order 2003 is not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in Shares,securities, debentures and other investments. Accordingly, theProvisions of Clause 4 (xiv) of the Companies (Auditors' Report)Order, 2003 are not applicable to the Company

15. The Company has not given any guarantees for loans taken by othersfrom banks and financial institutions.

16. In our opinion, the term loans have been applied for the purposesfor which they were raised.

17. According to the information and explanations given to us and onan overall examination of the Balance Sheet of the Company, wereport that no funds raised on short term basis have been used forlong term investments. No long term funds have been used tofinance short term assets except permanent working capital.

18. The Company has not made Preferential allotment of Shares to anyparties or Companies covered in the register maintained underSection 301 of the Companies Act, 1956 during the year.

19. The Company has no debentures as at 31st March, 2008.

20. The Company has not raised any money by way of public issueduring the year.

21. In our opinion and according to the information and explanationsgiven to us, no fraud on or by the Company has been noticed orreported during the year, that causes the financial statements to bematerially misstated.

for SASTRY K. ANANDAM AND CO.CHARTERED ACCOUNTANTS

(CA. ANANDA SASTRY K.)

Place : New Delhi Partner, F.C.A

Dated : 21st May, 2008 Membership No. 9980

Auditors' Report


18

BALANCE SHEET AS AT 31ST MARCH, 2008

Particulars Schedule As at As atNo. 31st March, 2008 31st March, 2007

(Rs.) (Rs.)

SOURCES OF FUNDS

SHAREHOLDER'S FUND

Share Capital 1 28,43,32,500 28‚43‚32‚500

Reserve & Surplus 2 1,54,60,53,629 1‚39‚51‚59‚612

LOAN FUNDS

Secured Loans 3 3,53,93,30,525 3‚29‚71‚49‚050

Unsecured Loans 4 48,81,22,078 51‚84‚55‚066

DEFERRED TAX LIABILITIES (NET) 47,65,34,172 48‚94‚92‚397

TOTAL 6,33,43,72,904 5‚98‚45‚88‚625

APPLICATION OF FUNDS

FIXED ASSETS :

Gross Block 5 6,07,07,85,428 6‚05‚41‚28‚086

Less : Depreciation 3,22,43,12,822 3‚10‚50‚22‚176

Net Block 2,84,64,72,606 2‚94‚91‚05‚910

Capital Work in Progress 30,61,86,107 20‚38‚56‚028

INVESTMENTS 6 – 7‚09‚11‚514

CURRENT ASSETS, LOANS & ADVANCES

Inventories 7 1,90,58,24,650 1‚58‚04‚62‚830

Sundry Debtors 8 1,33,82,03,300 1‚23‚24‚10‚383

Cash & Bank Balances 9 4,92,11,799 4‚80‚18‚783

Loans & Advances 10 28,36,29,902 26‚42‚53‚413

3,57,68,69,651 3‚12‚51‚45‚409

LESS : CURRENT LIABILITIES & PROVISIONS

Current Liabilities 11 27,60,27,044 27‚57‚60‚729

Provisions 12 11,91,28,416 8‚86‚69‚507

39,51,55,460 36‚44‚30‚236

NET CURRENT ASSETS 3,18,17,14,191 2‚76‚07‚15‚173

TOTAL 6,33,43,72,904 5‚98‚45‚88‚625

Significant Accounting Policies and Notes on Accounts 21

The Schedules referred to above and notes on accounts thereon form an integral part of Balance Sheet.

As per our attached report of even date

For SASTRY K. ANANDAM & CO.Chartered Accountants B. D. Agarwal

Chairman and

CA. ANANDA SASTRY K. S. N. Bansal Managing Director

Partner Executive Director & CFOMembership No. 9980

J. P. AgarwalPlace : New Delhi B. B. Singal Vice Chairman &

Dated : 21st May, 2008 Company Secretary Joint Managing Director

Directors

B.B. Chadha

G.S. Gupta

K.K. Narula

M.G. Bakre

Rajendra Arya

Urmil Agarwal

Balance Sheet


19

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2008Particulars Schedule Year ended Year ended

No. 31st March, 2008 31st March, 2007(Rs.) (Rs.)

INCOME

Sales 13 14,85,09,72,662 13‚02‚63‚98‚944

Less : Internal consumption 80,21,79,532 85‚54‚13‚243

14,04,87,93,130 12‚17‚09‚85‚701

Less : Excise duty recovered on sales 1,32,50,48,415 1‚17‚92‚16‚447

12,72,37,44,715 10‚99‚17‚69‚254

Other Income 14 9,94,62,973 1‚06‚43‚086

Accretion/(Decretion) to Stock 15 21,56,14,312 7‚77‚21‚310

TOTAL 13,03,88,22,000 11‚08‚01‚33‚650

EXPENDITURE

Raw Material Consumed 10,28,39,76,068 8‚74‚65‚20‚295

Less : Internal Consumption 76,49,58,051 82‚36‚65‚929

9,51,90,18,017 7‚92‚28‚54‚366

Purchase for Resale 22,81,19,725 21‚57‚21‚239

Packing Material Consumed 18,43,10,203 19‚66‚75‚184

Land Purchase for Real Estate Division 6,44,97,530 –

Manufacturing Expenses 16 57,47,56,572 53‚08‚88‚323

Employees Remuneration & Benefits 17 56,90,13,698 50‚67‚20‚894

Selling Expenses 18 82,87,13,638 74‚16‚23‚687

Interest 19 38,06,91,521 31‚22‚32‚012

Other Expenses 20 15,88,99,190 15‚87‚57‚798

Depreciation 25,64,33,988 26‚57‚11‚403

Less: Transferred from Capital Reserve on Revaluationof Fixed Assets 5,01,226 5‚01‚226

25,59,32,762 26‚52‚10‚177

TOTAL 12,76,39,52,856 10‚85‚06‚83‚680

PROFIT/(LOSS) BEFORE TAX FOR THE YEAR 27,48,69,144 22‚94‚49‚970

Provision for Tax

– Current 6,90,96,105 7‚02‚23‚465– Deferred (43,25,607) 64‚73‚914– Fringe Benefit 60,15,102 46‚10‚400

PROFIT/(LOSS) AFTER TAX 20,40,83,544 14‚81‚42‚191Surplus brought forward from previous year 90,16,20,820 81‚37‚59‚307

AVAILABLE FOR APPROPRIATIONS

Proposed Equity Dividend 3,90,01,875 3‚90‚01‚875Tax on Dividend 66,28,369 66‚28‚369Deferred Tax Revision (86,32,618) 46‚50‚434Transfer to General Reserve 1,50,00,000 1‚00‚00‚000

Balance carried to Balance Sheet 1,05,37,06,738 90‚16‚20‚820

Earning per Equity Share - Basic & Diluted 7.85 5.70

Significant Accounting Policies and Notes on Accounts 21

The Schedules referred to above and notes on accounts thereon form an integral part of Profit & Loss Account.



Chairman and

CA. ANANDA SASTRY K. S. N. Bansal Managing Director

Partner Executive Director & CFOMembership No. 9980



Directors

B.B. Chadha

G.S. Gupta

K.K. Narula

M.G. Bakre

Rajendra Arya

Urmil Agarwal

Profit & Loss Account


20

Schedules to the Balance Sheet

SCHEDULE 1 As at As at

31st March, 2008 31st March, 2007(Rs.) (Rs.)

SHARE CAPITAL

Authorised :

4,98,00,000 Equity Shares of Rs.10/- each 49‚80‚00‚000 49‚80‚00‚000

6,20,000 Preference Shares of Rs.100/- each 6‚20‚00‚000 6‚20‚00‚000

56‚00‚00‚000 56‚00‚00‚000

Issued, Subscribed and Paid up :

2,60,01,250 (Previous Year - 2,60,01,250) 26‚00‚12‚500 26‚00‚12‚500

Equity Shares of Rs. 10/- each fully paid-up

(Of the above shares 3,00,000 Equity shares of

Rs.10/- each allotted as fully paid up Bonus shares

by capitalisation of General Reserve during 1980-81,86,47,500 Equity shares of Rs.10/- each during 1994-95

and 22,38,750 Equity shares of Rs. 10/- eachduring 1995-96 by capitalisation of securities

premium account.)

Nil (Previous Year - 38,00,000) Optionally Convertible – 2‚43‚20‚000

Equity Warrants of Rs. 64/- each Rs. 6.40 paid up

convertible on or before 15th July, 2007

Forfeiture Reserve

Forfeiture of 38,00,000 Optionally Convertible 2‚43‚20‚000 –

Equity Warrants of Rs. 64/- each Rs. 6.40 paid up(Previous Year - Nil)*

*Refer Note No. 5

Total 28‚43‚32‚500 28‚43‚32‚500

SCHEDULE 2 As at As at As at

31.03.2007 Addition Deduction 31.03.2008 31.03.2007

RESERVES AND SURPLUS

Capital Reserve

– Capital subsidy 50‚00‚000 – – 50‚00‚000 50‚00‚000

– on revaluation of Fixed Assets 1‚12‚20‚912 – 5,01,226 1,07,19,686 1‚12‚20‚912

Capital Redemption Reserve 3‚00‚00‚000 – – 3,00,00,000 3‚00‚00‚000

Securities Premium 26‚15‚29‚175 – – 26,15,29,175 26‚15‚29‚175

General Reserve* 18‚57‚88‚705 1‚50‚00‚000 1,56,90,675 18,50,98,030 18‚57‚88‚705

49‚35‚38‚792 1‚50‚00‚000 1,61,91,901 49,23,46,891 49‚35‚38‚792

Profit & Loss Account 1,05,37,06,738 90‚16‚20‚820

Total 1,54,60,53,629 1‚39‚51‚59‚612

*Refer Note No. 4

Schedules


21



31st March, 2008 31st March, 2007(Rs.) (Rs.)

SECURED LOANS

Term Loans

From Financial Institutions 79,63,68,348 65‚98‚33‚833

From Banks 1,03,82,30,291 1‚04‚96‚78‚204

Working Capital Loans from Banks 1,70,47,31,886 1‚58‚76‚37‚013

3,53,93,30,525 3‚29‚71‚49‚050

NOTES :

1) Term Loans from Banks and financial Institutions secured by deposit of title deeds relating to immovable assets of the company and further secured by

hypothecation of all company's movable assets.

2) Working Capital Loans from Banks are secured against hypothecation of present and future stock of raw material, stock in process, finished goods, spare

and stores, book debts etc., guaranteed by two directors of the company and further secured by way of second charge on the company's Fixed Assets.


31st March, 2008 31st March, 2007

(Rs.) (Rs.)

UNSECURED LOANS

Fixed deposits from Public 19,65,86,000 12‚40‚92‚000

From Financial Institutions and Banks 17,42,00,000 20‚08‚49‚315

Interest Free Sales Tax Loan 8,37,85,684 9‚50‚00‚000

Deposit from Companies* – 6‚41‚66‚750

Trade Deposit & Others 3,35,50,394 3‚43‚47‚001

Total 48,81,22,078 51‚84‚55‚066

*Includes Current year - Rs. Nil ( Previous year Rs. 1,41,66,750) from Surya Roshni Inc., a wholly owned subsidiary Company.

Schedules


22

Schedules to the Balance Sheet/Profit & Loss Account

Schedules

SC

HED

ULE 5

(Am

t. in R

s.)

FIX

ED

ASSETS

GR

OSS B

LO

CK

DEP

REC

IAT

ION

NET

BLO

CK

PA

RT

ICU

LA

RS

As

At

Ad

ditio

ns

Sal

es/

As

at

Up

To

Fo

r th

eSale

s/U

p T

oA

s at

As

at

01

.04

.20

07

Ad

just

men

ts3

1.3

.20

08

31

.3.2

00

7year

en

ded

Ad

just

men

ts3

1.3

.20

08

31

.3.2

00

83

1.3

.20

07

31

.03

.08

Lan

d &

Sit

eD

evelo

pm

en

t1

0‚8

6‚2

3‚9

43

–3

,86

,38

,40

76

,99

,85

,53

6–

––

–6

,99

,85

,53

61

0,8

6,2

3,9

43

Bu

ild

ing

68

‚62

‚32

‚00

41

,29

,66

,13

14

3,9

4,7

74

69

,48

,03

,36

12

0,6

2,2

4,1

50

1,9

6,4

2,0

54

#1

3,3

1,6

33

22

,45

,34

,57

14

7,0

2,6

8,7

90

48

,00

,07

,85

4

Pla

nt &

Mach

inery

5‚0

4‚8

0‚0

2‚0

19

20

,63

,12

,06

11

6,8

0,7

7,9

55

5,0

8,6

2,3

6,1

25

2,7

7,0

2,7

9,6

13

22

,11

,60

,77

4#

13

,29

,71

,30

62

,85

,84

,69

,08

12

,22

,77

,67

,04

42

,27

,77

,22

,40

6

Fu

rnit

ure

& F

ixtu

res

2‚8

1‚1

0‚1

38

5,5

3,7

72

1,0

08

2,8

6,6

2,9

02

1,7

9,5

8,9

39

15

,40

,71

59

79

1,9

4,9

8,6

75

91

,64

,22

71

,01

,51

,19

9

Veh

icle

s7

‚44

‚66

‚17

11

,00

,31

,75

14

9,6

4,9

20

7,9

5,3

3,0

02

3,5

5,1

9,0

73

69

,77

,74

62

7,6

6,2

57

3,9

7,3

0,5

62

3,9

8,0

2,4

40

3,8

9,4

7,0

98

Off

ice E

qu

ipm

en

ts7

‚88

‚57

‚60

32

4,7

0,5

58

1,5

5,4

66

8,1

1,7

2,6

95

5,3

1,1

6,1

36

64

,47

,12

27

3,1

66

5,9

4,9

0,0

92

2,1

6,8

2,6

03

2,5

7,4

1,4

67

Air

co

nd

itio

ners

&C

oo

lers

1‚1

3‚8

7‚8

72

5,4

0,0

99

–1

,19

,27

,97

15

4,8

4,9

52

5,1

7,9

52

–6

0,0

2,9

04

59

,25

,06

75

9,0

2,9

20

Mis

cellan

eous

Ass

ets

33

‚92

‚77

11

5,5

00

–3

4,0

8,2

71

13

,83

,74

71

,47

,62

5–

15

,31

,37

21

8,7

6,8

99

20

,09

,02

4

Tem

po

rary

Ere

cti

on

s1

‚50

‚55

‚56

5–

–1

,50

,55

,56

51

,50

,55

,56

5–

–1

,50

,55

,56

5–

–

TO

TA

L6

‚05

‚41

‚28

‚08

62

3,2

8,8

9,8

72

21

,62

,32

,53

06

,07

,07

,85

,42

83

,10

,50

,22

,17

62

5,6

4,3

3,9

88

13

,71

,43

,34

13

,22

,43

,12

,82

22

,84

,64

,72

,60

62

,94

,91

,05

,91

0

Pre

vio

us

Year

5‚6

3‚7

5‚9

8‚1

29

46

,71

,42

,67

45

,06

,12

,71

76

,05

,41

,28

,08

62

,88

,53

,40

,27

42

6,5

7,1

1,4

03

4,6

0,2

9,5

01

3,1

0,5

0,2

2,1

76

2,9

4,9

1,0

5,9

10

2,7

5,2

2,5

7,8

55

# In

clu

des

dep

recia

tio

n o

n r

evalu

ed

co

st o

f ass

ets

am

ou

nti

ng to

Rs.

5,0

1,2

26

/- (P

revio

us

Year

Rs.

5,0

1,2

26

/-)


23


As at As at31st March, 2008 31st March, 2007

(Rs.) (Rs.)

SCHEDULE 6

INVESTMENTS (AT COST)

Non Trade

Unquoted

Long Term

In Subsidiary Company :

Nil (Previous Year 100) Common Stock of – $ 100,000 43,62,000US $ 1000 each of Surya Roshni Inc., fully paid up

Nil (Previous Year 56) Common Stock of – $ 1,400,000 6,65,49,514US $ 25000 each of Surya Roshni Inc., fully paid up

Total – 7,09,11,514

SCHEDULE 7

STOCK (as certified by the Management)

Stores and spare parts, etc. (at cost on FIFO Basis) 18,83,22,693 18‚86‚60‚488

Raw Materials (at cost on FIFO basis) 52,71,90,381 41‚71‚05‚078

Scrap and salvage (at market value) 5,78,79,022 4‚19‚34‚103

Semi-finished goods (at cost or net realisable value, whichever is less) 20,62,35,315 17‚74‚99‚768

Finished goods (at cost or net realisable value, whichever is less) 86,16,99,709 75‚52‚63‚393

Real Estate Division (WIP) (at cost or net realisable value, whichever is less) 6,44,97,530 –

Total 1,90,58,24,650 1‚58‚04‚62‚830

SCHEDULE 8

SUNDRY DEBTORS

(unsecured, considered good)

Debts outstanding for a period exceeding six months 1,20,55,433 62‚81‚064

Other debts 1,32,61,47,867 1‚22‚61‚29‚319

Total 1,33,82,03,300 1‚23‚24‚10‚383

Schedules


24


As at As at31st March, 2008 31st March, 2007

(Rs.) (Rs.)

SCHEDULE 9

CASH AND BANK BALANCE

Cash on hand 27,20,602 20‚96‚853

Cheques / Drafts / TTs in hand / in transit 2,78,32,586 2‚83‚10‚314

Balance With Scheduled Banks in :

– Current Account 49,80,962 42‚55‚118

– Fixed Deposits 1,10,61,312 1‚08‚37‚707

– Unpaid Dividend Accounts 26,16,337 25‚18‚791

Total 4,92,11,799 4‚80‚18‚783

SCHEDULE 10

LOANS AND ADVANCES

(Unsecured, considered good)

Advances recoverable in cash or in kind orfor value to be received 24,41,58,855 22‚68‚02‚570

Security Deposits 1,52,99,282 1‚64‚80‚542

Earnest Money Deposits 85,04,939 34‚41‚170

Claims Recoverable / Receivable 1,56,66,826 1‚75‚29‚131

Total 28,36,29,902 26‚42‚53‚413

SCHEDULE 11

CURRENT LIABILITIES

Sundry Creditors

– Due to Micro and Small Enterprises 1,64,81,306 –

– Others 12,83,92,053 14,84,07,662

Other Liabilities 12,16,94,995 12‚35‚91‚767

Interest accrued but not due 94,58,690 37‚61‚300

Total 27,60,27,044 27‚57‚60‚729

SCHEDULE 12

PROVISIONS

Proposed Equity Dividend 3,90,01,875 3‚90‚01‚875

Tax on Dividend 66,28,369 66‚28‚369

Provision for gratuity* 5,73,89,427 3‚13‚99‚386

Provision for Leave Encashment* 1,61,08,745 1‚16‚39‚877

Total 11,91,28,416 8‚86‚69‚507

*Refer Note No. 4

Schedules


25

Schedules to the Profit & Loss Account

For the Year ended For the year ended31st March, 2008 31st March, 2007

(Rs.) (Rs.)

SCHEDULE 13

SALES

Inland (net of return) 12,65,55,90,696 11‚55‚07‚24‚728Export* 2,19,53,81,966 1‚47‚56‚74‚216

14,85,09,72,662 13‚02‚63‚98‚944Less : Internal consumptions of components 80,21,79,532 85‚54‚13‚243

Total 14,04,87,93,130 12‚17‚09‚85‚701

*Export Includes Export Benefits of Rs. 13,02,26,630(Previous Year Rs. 14‚47‚22‚440)

SCHEDULE 14

OTHER INCOME

Rent 12,000 1,08,000Interest (TDS Rs. 1,98,749) 9,95,206 18‚28‚603Miscellaneous Income 4,30,038 27‚40‚473Insurance claims 2,24,084 4‚57‚868Income from Long Term Investment (Non-Trade) – 48‚750Foreign Exchange fluctuation – 3,26,820

Profit on Sale of Fixed Assets 14,81,16,432 51‚32‚572Loss due to dissolution of wholly owned (5,03,14,787) –Subsidiary Company Long-Term*

9,78,01,645 51,32,572

9,94,62,973 1‚06‚43‚086

*Refer Note No. 9

SCHEDULE 15

ACCRETION/(DECRETION) TO STOCK

Stock as at 1st April

Finished Goods 75,52,63,393 70‚07‚12‚213Semi Finished Goods 17,74,99,768 16‚46‚26‚442Scrap 4,19,34,103 3‚16‚37‚299Real Estate Division (WIP) – –

97,46,97,264 89‚69‚75‚954

Stock as at 31st March

Finished Goods 86,16,99,709 75‚52‚63‚393Semi Finished Goods 20,62,35,315 17‚74‚99‚768Scrap 5,78,79,022 4‚19‚34‚103Real Estate Division (WIP) 6,44,97,530 –

1,19,03,11,576 97‚46‚97‚264

Accretion/(Decretion) to Stock 21,56,14,312 7‚77‚21‚310

Schedules


26



(Rs.) (Rs.)

SCHEDULE 16

MANUFACTURING EXPENSES

Stores and spares consumed 15,91,76,621 14‚78‚00‚609Power and fuel 25,34,64,318 25‚12‚31‚315Water charges 34,87,550 29‚20‚267Repairs to :Machinery 1,31,31,991 2‚00‚36‚295Building 63,10,238 58‚64‚033Others 22,97,202 22‚84‚366

2,17,39,431 2‚81‚84‚694

Miscellaneous manufacturing expenses 13,45,23,317 10‚15‚56‚377Excise Duty 23,65,335 (8,04,939)

Total 57,47,56,572 53‚08‚88‚323

SCHEDULE 17

EMPLOYEES REMUNERATION AND BENEFITS

Salaries,wages and allowances including bonus and gratuity 48,65,38,752 43‚61‚38‚634Employers contribution to PF, ESI and administrative charges 4,28,77,040 3‚90‚27‚193Staff Welfare Expenses 2,34,81,539 2‚14‚34‚487Remuneration to Managerial Personnel* 1,40,53,712 89‚40‚000Staff Recruitment and Training Expenses 20,62,655 11‚80‚580

Total 56,90,13,698 50‚67‚20‚894

*Refer Note No. 14

SCHEDULE 18

SELLING EXPENSES

Carriage Outward 39,82,73,196 34‚08‚54‚407Commission\Service Charges on sale 4,13,51,014 4‚49‚30‚089Discounts 28,27,98,561 24‚02‚43‚072Advertisement 1,94,60,267 3‚50‚40‚339Claims for defective 5,96,99,296 4‚40‚83‚956Others 2,71,31,304 3‚64‚71‚824

Total 82,87,13,638 74‚16‚23‚687

SCHEDULE 19

INTEREST

Term Loans and Fixed Deposits 19,07,23,384 12‚85‚14‚834Other Interest & Financial Charges 18,99,68,137 18‚37‚17‚178

Total 38,06,91,521 31‚22‚32‚012

Schedules


27



(Rs.) (Rs.)

SCHEDULE 20

OTHER EXPENSES

Rent 1,52,88,598 1‚25‚99‚801Insurance 72,45,447 85‚28‚579Rates & Taxes 8,09,094 8‚90‚015Postage, Telegraph,Telephone and Telex 1,31,27,756 1‚35‚03‚952Printing and Stationery 73,95,460 75‚63‚308Travelling & Conveyance 5,40,80,058 4‚75‚24‚648Cost Auditors’Remuneration :– Fee 1,55,000 1,33,000– Expenses 19,905 12,528Miscellaneous Expenses 3,67,33,073 4‚15‚68‚669Foreign Exchange Fluctuation 23,40,104 –Loss on sale of fixed assets – 12‚56‚995Sales Tax /Entry Tax Paid 1,97,47,027 2‚27‚78‚533

15,69,41,522 15‚63‚60‚028Directors’ Expenses

Sitting Fees 4,65,000 3‚97‚500Travelling & Conveyance 5,78,415 4‚16‚936Meeting Expenses 60,195 33,572Foreign Travelling 1,55,601 8‚62‚915

12,59,211 17‚10‚923Statutory Auditors’ RemunerationStatutory Audit Fees 4,30,000 4‚05‚000Income Tax Audit Fees 1,10,000 1,10,000Auditors’ Expenses 55,207 44,447Management Fees for certificates/reports 103,250 1,27,400

6,98,457 6‚86‚847

Total 15,88,99,190 15‚87‚57‚798

SCHEDULE 21

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation of Financial Statements

(a) The financial statements have been prepared under the historical cost convention in accordance with the generally accepted accountingprinciples (GAAP) and the provisions of the Companies Act, 1956, as adopted consistently by the Company except for certain fixed assetswhich have been revalued.

(b) The Company generally follows mercantile system of accounting and recognises significant items of income and expenditure on accrualbasis.

2. Fixed Assets

Fixed Assets are stated at cost net of CENVAT and includes amounts added on revaluation, less accumulated depreciation. All costs, includinginterest on borrowings attributable to acquisition of Fixed Assets upto the date of commissioning of the assets and net charges on foreign exchangecontracts and adjustments arising from exchange rate variations relating to borrowings attributable to the fixed assets are capitalised.

3. Depreciation

(i) Depreciation on fixed assets is provided on straight line method as per the provisions of Sec. 205(2) of the Companies Act, 1956.

(ii) Depreciation on additions is being provided on pro rata basis from the date of such additions.

(iii) Depreciation on assets sold, discarded or demolished during the year is being provided at their rates up to the date in which such assets aresold, discarded or demolished.

(iv) Depreciation on additions on account of increase in rupee value due to revaluation of foreign currency loan is being provided at respectiverates of depreciation of related assets.

Schedules


28

4. Foreign Currency Transactions

(i) The Monetary items denominated in foreign currency are translated at the exchange rate prevailing on the last day of the accounting yearexcept where the Company has entered into forward exchange contracts, the difference between the forward rate and the exchange rate atthe date of the transaction is recognised in the statement of profit & loss over the life of the contract.

(ii) Exchange differences arising due to repayment or restatement of liabilities incurred for the purpose of acquiring fixed assets are recognised asIncome or Expense as per Accounting Standard 11 issued by the Institute of Chartered Accountants of India.

(iii) Non-Monetary items denominated in foreign currency are stated at cost.

5. Investments

The investments are valued at cost of acquisition.

6. Employee Benefits

i. Contribution to the provident fund with the government at pre-determined rates is a defined contribution scheme and is charged to the Profitand Loss account. There are no other obligations other than contribution to PF Schemes.

ii. Liabilities in respect of defined benefit plan of Gratuity is determined as per actuarial valuations made by an independent actuary as at thebalance sheet date. The actuarial gains or losses are recognised immediately in the profit and loss account. Company has a plan asset with LifeInsurance Corporation of India .

iii. Provisions for other long term employee benefits-leave, a defined benefit scheme, is made on the basis of actuarial valuation at the end ofeach financial year and are charged to the profit and loss account . All actuarial gains or losses are recognised immediately in the profit andloss account.

7. Insurance Claims

Insurance claims are accounted for on settlement of claims.

8. Inventories

(i) Raw material, Stores & Spares are valued at cost on FIFO basis.

(ii) Finished Goods are valued at cost or net realisable value whichever is lower. Cost includes direct cost and appropriate portion of overheads.

(iii) Semi-finished goods are valued at cost or net realisable value whichever is lower.

(iv) Scrap and Salvage is valued at market price.

(v) The closing stock constituting duty-free imports consequent to utilisation of DEPB credit is valued at the actual cost of purchase includingsuch foregone import duty.

(vi) Real Estate work-in-progress is valued at cost or net realisable value whichever is lower.

9. Revenue Recognition

The VAT collected from the customers is not included in Sales.

10. Valuation of Internal Consumption

Internal Consumption of Components used for production and are part of raw materials valued on FIFO basis in accordance with the provisions ofSection 4(1)(b) of the Central Excise Act read with rule 8 of Excise Valuation Rules.

B. NOTES ON ACCOUNTS

1. Contingent liabilities not provided for in respect of :

(a) Letter of Credit / Bank Guarantees outstanding Rs. 34,10,49,519 (Previous year Rs. 34,27,17,230).

(b) Disputed Excise duties, Sales / VAT taxes liability Rs. 4,41,75,450 (Previous year Rs. 4,66,93,292).

(c) Bonds executed by the company to custom department against fulfilment of export obligation under 5% EPCG Scheme Rs. 2,37,10,312(Previous year Rs. 12,79,23,814).

(d) Disputed ESI liability Rs. 34,55,828 (Previous year Rs. 34,55,828).

(e) Disputed demand of Uttaranchal Power Corporation Rs. 41,27,000 (Previous year Rs. 41,27,000).

2. (a) Consequent upon opting for Central Excise exemption w.e.f. 02-01-2006 based on Notification No. 50/2003 dated 10-06-2003, a sum ofRs.1,34,61,135/- was paid under protest by Kashipur Factory and the same shall be recognised as expense in the year in which the matter isfinally settled by the appropriate authorities.

(b) A sum of Rs. 2,32,44,958/- raised through debit notes by GAIL towards the contractual liability on account of short withdrawal of GAS againstthe contracted quantity is not recognized as expenses as the company expects to draw the same in future during the existence of theAgreement.

Schedules


29

3. The Company has amounts due to Micro and Small Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDAct) as at 31st March, 2008.

Amount (Rs.)

(i) The Principal amount and the interest due thereon remainingunpaid to any supplier as at March 31, 2008

Principal Amount : 1,64,81,306

Interest : Nil

(ii) The amount of interest paid by the Company along with the Nilamounts of the payment made to the supplier beyond theappointed day for the year ending March 31, 2008

(iii) The amount of interest due and payable for the period of Nildelay in making payment (beyond the appointed dayduring the year)

(iv) The amount of interest accrued and remaining unpaid for Nilthe year ending March 31, 2008

(v) The amount of further interest remaining due and payable Nilfor the earlier years.

Note. The information has been given in respect of such suppliers to the extent they could be identified as "Micro and Small" enterprises on thebasis of information available with the Company.

As at March 31, 2007 there was no suppliers who were registered under "The Micro, Small and Medium Enterprises Development Act, 2006based on the information available with the Company.

4. Employee BenefitsDuring the year, the Company has adopted Accounting Standard 15 (Revised 2005) "Employees Benefits" and using the Projected Unit CreditMethod to assess the plan's liabilities and change in liability has been adjusted in the General Reserve.

Actuarial valuation of Gratuity and Leave encashment have been done with the following assumptions:

Particulars Gratuity (Funded) Leave Encashment(Unfunded)

Discount rate 8% 8%Future Salary Increase 5.50% 5.50%Rate of return on plan assets 9.30% N.A.Average Working life in Years 20.11 20.04Withdrawl rates for various age groups 1% to 3% 1% to 3%

(Amount In Rs.)

Changes in the present value of obligation Gratuity (funded) Leave Encashment(Unfunded)

Present value of obligation as at 01/04/2007 8,31,10,394 1,16,39,877Interest Cost 66,48,832 9,31,190Current Service Cost 85,74,466 18,30,238Benefits Paid (62,40,165) (53,48,074)Actuarial (gain) / loss on obligations 1,67,14,635 70,55,514Present value of obligation as at 31/03/2008 10,88,08,162 1,61,08,745

Change in the Fair value of plan assets Gratuity (funded)

Fair Value of Plan Assets at 01/04/2007 5,29,49,492Return on plan assets 49,24,303Contributions 10,303Benefits paid (62,40,165)Actuarial (gain) / loss on plan assets (2,25,198)Fair value of Plan Assets at 31/03/2008 5,14,18,735

Reconciliation of present value of obligation and the fair value of assets Gratuity (funded)

Present value of obligation as at 31/03/2008 10,88,08,162Fair value of Plan Assets at 31/03/2008 5,14,18,735Present value of unfunded obligation as at 31/03/2008 5,73,89,427Unfunded Net Liability recognised in Balance Sheet 5,73,89,427

Schedules


30

Expenses recognised in the Profit & Loss Account Gratuity (funded) Leave Encashment(Unfunded)

Current Service Cost 85,74,466 18,30,238

Interest Cost 66,48,832 9,31,190

Return on plan assets (49,24,303) –

Net actuarial (gain) / loss recognised in the period 1,69,39,833 70,55,514

Total Expenses recognised in the Profit & Loss Account 2,72,38,828 98,16,942

Transitional Liability Gross Tax Net of Tax

Gratuity 1,67,14,635 56,81,304 1,10,33,331

Other long term benefits - leave 70,55,514 23,98,169 46,57,345

Total 2,37,70,149 80,79,474 1,56,90,675

Transitional Liability Net of Tax Rs. 1,56,90,675/- is charged to General Reserve and tax amount has been dealt in Deferred Tax.

Notes: This being the first year of implementation of AS-15 (Revised (2005), pevious year figures have not been given.

5. The Company had issued 44,00,000 optionally convertible warrants into 44,00,000 equity shares on or before July 15, 2007 on preferential basisto promoters and their associates of Rs. 10/- each at premium of Rs. 54/- per warrant. Out of the same 38,00,000 warrants were outstanding forconversion at the beginning of the financial year 2007-2008. Warrant holders holding 38,00,000 optionally convertible warrants had not exercisedtheir option for conversion up to 15.07.2007. Consequently as per the terms of said preferential issue and in accordance with clause 13.1.2.3 ( c)of SEBI (DIP) Guidelines, 2000, Paid-up amount of Rs. 2,43,20,000 on account of 38,00,000 warrants had been forfeited.

6. Earning per Share (Basic & Diluted)

Particulars This Year (Rs.) Previous Year (Rs.)

Profit after Tax 20,40,83,544 14,81,42,191

Profit for Equity Shareholders 20,40,83,544 14,81,42,191

Number of Equity Shares 2,60,01,250 2,60,01,250(Face Value Rs. 10/- each)

Weighted Average number of Equity Shares 2,60,01,250 2,60,01,250(Face Value Rs. 10/- each)

Basic & Diluted Earning Per Share (EPS) (Rs.) 7.85 5.70

Previous year -38,00,000 Optionally Convertible Warrants were outstanding for conversion and they were fairly priced and assumed to be neitherdilutive nor antidilutive. Hence the same was not considered for computation of diluted earning per share for the previous year.

7. Deferred Tax

As per Accounting Standard (AS - 22) on accounting for Taxes on income issued by the Institute of Chartered Accountants of India, the deferred taxliability as on 31st March, 2008 comprises of the following :

Deferred Tax As on As on31st March, 2008 31st March, 2007

(a) Deferred Tax Liability

1. Related to Fixed Assets (50,42,62,415) (50,41,21,442)

(b) Deferred Tax Assets

1. Gratuity 1,57,56,437 1,06,72,6512. Leave Encashment 38,92,331 39,56,3943. Transitional Provision under revised AS-15 80,79,474 –

Net Deffered Tax Assets / (Liabilites) (47,65,34,172) (48,94,92,397)

The deferred tax liability upto 31st March, 2007 was measured as per the Income Tax rates enacted on the Balance Sheet date. The same has beenrevised to Rs.48,08,59,779/- and the difference of Rs.86,32,618/- has been credited to the Profit and Loss Appropriation Account.

Schedules


31

8. Segment Information for the year ended 31st March, 2008 and 31st March, 2007The company has identified the following three Primary Business Segments :1. Steel - Engaged in the production of Steel Tubes & Pipes and Cold Rolled Strips.2. Lighting - Engaged mainly in the manufacture of different varieties of Lamps.3. Real Estate - Engaged mainly in the develoment & trade in Real EstateSecondary Segment reporting has been performed on the basis of Geographical Locations.

Primary Business Segments

Particulars Lighting Steel Real Estate Total

Revenue

External Sales 3,47,20,92,216 10,57,67,00,914 – 14,04,87,93,1303‚23,66,81,617 8,93,43,04,084 – 12,17,09,85,701

Inter-segment Sales – – – –– – – –

Total 3‚47,20,92,216 10,57,67,00,914 – 14,04,87,93,1303‚23,66,81,617 8,93,43,04,084 – 12,17,09,85,701

ResultSegment Result 29,50,81,982 26,10,15,710 – 55,60,97,692(Profit(+)/Loss(-) before tax & interest) 30,01,50,878 23,08,88,018 – 53,10,38,896Unallocable Corporate Expenditure –

–Operating Profit 55,60,97,692

53,10,38,896Interest Expenses 38,06,91,521

31,22,32,012Other Income 9,94,62,973

1,06,43,086Income Tax 7,07,85,600

8,13,07,779Profit from ordinary activities 20,40,83,544

14,81,42,191Net Profit after Tax 20,40,83,544

14,81,42,191Other InformationSegment AssetsNet Block 1,74,87,08,285 1,09,77,64,321 – 2,84,64,72,606

1‚86,32,26,081 1,08,58,73,829 – 2,94,91,05,910Capital Work-in-Progress 30,61,86,107 – – 30,61,86,107

20,38,56,028 – – 20,38,56,028Investment – – – –

7,09,11,514 – – 7,09,11,514Current Assets, Loans and Advances 1,52,62,66,435 1,92,16,08,156 6,44,97,530 3,57,68,69,651

1,40,25,25,924 1,72,26,19,485 – 3,12,51,45,409Total Segment Assets 3,58,11,60,827 3,01,93,72,477 6,44,97,530 6,66,50,30,834

3‚54,05,19,547 2,80,84,99,314 – 6,34,90,18,861Unallocated Corporate Assets –

–Total Assets 6‚66,50,30,834

6,34,90,18,861Segment LiabilitiesLoan Fund 2‚22,46,96,568 1,80,27,56,035 – 4,02,74,52,603

2,23,97,07,102 1,57,58,97,014 – 3,81,56,04,116Current Liabilities & Provisions 24,01,22,825 15,50,32,635 – 39,51,55,460

23,11,09,673 13,33,20,563 – 36,44,30,236Total Segment Liabilities 2,46,48,19,393 1,95,77,88,670 – 4,42,26,08,063

2‚47,08,16,775 1,70,92,17,577 – 4,18,00,34,352Unallocated Corporate Liabilities 47,65,34,172

48,94,92,397Total Liabilities 4,89,91,42,235

4,66,95,26,749

Capital Employed 1,76,58,88,5991,67,94,92,112

Capital expenditure 33,52,19,95156,68,85,863

Depreciation 18,84,15,240 6,75,17,522 – 25,59,32,76219,79,00,965 6,73,09,212 – 26,52,10,177

Non-cash expenses other than Depreciation – – –– – –

Geographic SegmentIndia 11,98,36,37,794

10,84,00,33,925Outside India 2,06,51,55,336

1,33,09,51,776

Schedules


32

9. Dissolution of Subsidiay

Surya Roshni Inc., the wholly owned subsidiary of the company in U.S.A., was dissolved on 29th February, 2008. The total Investment of theCompany in the equity shares at the beginning of the year was Rs. 7,09,11,514 ( US$ 1,500,000), while the money received on winding up wasRs.2,05,96,727 (US$ 5,20,898).Thus a loss of Rs.5,03,14,787 was incurred and reflected in the accounts.

10. Related party disclosures

Related party disclosures as required under Accounting Standard on "Related Party Disclosures" issued by the Institute of Chartered Accountantsof India are given hereunder :

A. Relationship :

i) Subsidiary Company– Surya Roshni Inc. (Since Dissolved)

ii) Key Management Personnel– Sh. B. D. Agarwal– Sh. J. P. Agarwal

iii) Relatives of the Key Management Personnel

Relation Sh. B. D. Agarwal Sh. J. P. Agarwal

Spouse Smt. Ganga Devi Agarwal Smt. Urmil Agarwal

Son(s) Sh. V.P.Agarwal & Sh. J.P. Agarwal Sh. Vinay Surya

Daughter(s) Smt. Sudha Gupta Smt. Padmini & Smt. Bharti

Brother(s) Sh. Ruli Ram, Sh. Babu Ram & Sh. Ram Bilas Sh. V P Agarwal

Sister(s) Smt. Bimla, Smt. Rajesh & Smt. Parvati Smt. Sudha Gupta

Mother Deceased Smt. Ganga Devi Agarwal

Father Deceased Sh. B.D.Agarwal

B. Transactions carried out with the related parties in the ordinary course of business :

i) Subsidiary Company :

Surya Roshni Inc. (Since Dissolved)This Year Previous Year

Amount in Rs. US $ Amount in Rs. US $

Investment:Total Investment at the beginning of the year 7,09,11,514 1,500,000 7,09,11,514 1,500,000Money received on Winding up 2,05,96,727 5,20,898 Nil NilTotal investment at the year end NIL NIL 7,09,11,514 1,500,000

Loan Taken:Loan at the beginning of the year 1,41, 66,750 325,000 1,44,98,250 325,000Loan taken during the year 58,86,000 150,000 Nil NilLoan repaid during the year 2,00,52,750 475,000 Nil NilLoan outstanding at the year end NIL NIL 1,41,66,750 325,000

Interest Paid:Interest paid during the year 7,76,071 19,646 8,12,110 17,875

ii) Key Management Personnel & their Relatives :

Remuneration for the year 2007-2008 :– Sh. B.D.Agarwal (Chairman & Managing Director) Rs. 78,73,712– Sh. J.P.Agarwal (Vice-Chairman & Jt. Managing Director) Rs. 61,80,000– Sh. Vinay Surya (Chief Operating Officer) Rs. 5,85,600

Sitting Fees for the year 2007-2008Smt. Urmil Agarwal (Director) Rs. 7,500/-

11. Disclosure of loans / advances and investment as per Clause 32 of the Listing Agreement with the Stock Exchanges :Investment :

Subsidiary As on 31st March, 2008 Maximum investment during theyear ended 31st March, 2008

Surya Roshni Inc. (USA) NIL Rs. 7,09,11,514 ($1,500,000)

Schedules


33

12. Disclosure of Foreign Exchange Transactions in terms of AS - 11

Particulars This year Previous Year

i) Exchange rate fluctuation differences included in the net profit/ (loss) for the period. 40,31,525 (1,74,79,447)

ii) Exchange rate fluctuation differences in respect of forward exchange contracts to be (29,37,363) (6,41,194)recognised in next year profit & loss Account.

13. The exchange difference of Rs.6,64,076/-(previous year Rs. 65,385/-) on account of borrowing for the purpose of acquiring fixed assets is debitedto Profit and Loss Account in accordance with the Accounting Standard 11 issued by the Institute of Chartered Accountants of India.

14. Remuneration of Managerial Personnel Paid/payable during the year:

Particulars This Year Previous Year(Rs.) (Rs.)

Salary, HRA & Medical Exp. 1,05,97,500 67,05,000

Commission 34,56,212 22,35,000

Total 1,40,53,712 89,40,000

COMPUTATION OF REMUNERATION OF MANAGERIAL PERSONNEL UNDER SECTION 198 OF THE COMPANIES ACT, 1956

Particulars This Year Previous Year(Rs.) (Rs.)

Profit for the year: 27,48,69,144 22,94,49,970Depreciation 25,59,32,762 26,52,10,177Loss on sale of Fixed Assets 1,64,70,161 12,56,995Loss on Long Term Investment 5,03,14,787 –Remuneration to Managerial Personnel 1,40,53,712 89,40,000Profit on sale of fixed assets as per section 350 of the Companies Act, 1956 – 14,40,174

61,16,40,566 50,62,97,316Profit on sale of fixed assets 16,45,86,593 51,32,572Loss on sale of fixed assets as per Section 350 of the Companies Act, 1956 -- 3,67,832Depreciation computed as per Section 350 of the Companies Act, 1956 25,59,32,762 26,52,10,177

42,05,19,355 27,07,10,581Net Profit U/ S 349 of the Companies Act, 1956 19,11,21,211 23,55,86,735Remuneration @ 10% per annum 1,91,12,121 2,35,58,673

15. Additional information pursuant to the provisions of paragraph 3 and 4C of Part II of Schedule VI of the Companies Act, 1956.

A. Capacity and Production Unit Licenced Capacity *Installed Capacity Production

As at 31st March As at 31st March As at 31st March

2008 2007 2008 2007 2008 2007

Steel Division

Pipes/Tubes M.T. N.A. N.A. Not Yet Assessed 181820 152063

Cold Rolled Strips/Sheets M.T. N.A. N.A. Not Yet Assessed 58314 53551

Cold Rolled Formed Sections M.T. N.A. N.A. Not Yet Assessed – –

Lighting Division

GLS Lamps Million Nos. N.A. N.A. 187.000 170.500 145.101 158.212

Fluorescent Tube Lamps Million Nos. N.A. N.A. 55.000 55.000 38.184 40.272

Tubular Glass Shells Million Nos. N.A. N.A. 65.000 65.000 53.110 60.934

Glass Shells for GLS Lamps Million Nos. N.A. N.A. 426.900 426.900 391.056 401.700

Filament Million Nos. N.A. N.A. 303.000 303.000 208.315 272.956

Cap -GLS Lamps Million Nos. N.A. N.A. 150.000 150.000 154.600 166.230

Fluorescent Powder M.T. N.A. N.A. 250.000 250.000 18.800 128.520

Lead Glass Tubings M.T. N.A. N.A. 3400.00 3400.000 3190.993 3321.545

HPSV / HPMV Lamps Nos. N.A. N.A. 450000 450000 473802 451386

CFL Nos. N.A. N.A. 12000000 12000000 5560579 1610776

Tuber Million Nos. N.A. N.A. 24.000 7.000 7.520 0.250

PCB Million Nos. N.A. N.A. 24.000 6.000 2.070 0.100

* as certified by the management

Schedules

Add:

Less:


34

B. Turnover Unit This Year Previous YearQuantity Value (Rs.) Quantity Value (Rs.)

Pipes/Tubes M.T. 179504 7,43,52,76,798 155728 6‚13‚59‚31‚700Zinc dross and rejected zinc M.T. 554 7,44,86,487 535 5‚32‚84‚333Zinc blow and ash M.T. 1307 5,85,45,186 1105 7‚77‚01‚200Side cutting. Beads etc. M.T. 12431 27,76,00,343 12817 23‚03‚98‚747Others 67,71,195 1‚97‚96‚871

Cold Rolled Steel Strips/Sheets M.T. 58112 2,26,87,29,992 53578 1‚98‚32‚15‚092H.R./C.R. Coils M.T. 14282 45,52,90,913 15020 43‚39‚76‚141GLS Lamps Million Nos. 149.420 1,06,18,44,094 160.640 1‚11‚61‚27‚877Filament Million Nos. 225.884 14,78,21,269 257.734 16‚05‚07‚620Fluorescent Tube Lamps Million Nos. 40.299 1,20,00,46,012 39.148 1‚21‚57‚58‚577Tubular Glass Shells Million Nos. 55.434 29,05,44,913 63.079 31‚58‚49‚990Glass Shells for GLS Lamps Million Nos. 404.920 33,71,77,231 388.580 32‚84‚80‚001Cap-GLS Lamps Million Nos. 163.578 17,14,75,621 159.210 15‚35‚65‚069Tuber Million Nos. 0.352 33,08,402 0.030 3‚90‚123Lighting Fitting Complete & Acces. 20,84,61,584 15‚99‚95‚061HPSV / HPMV Lamps Nos. 460781 9,95,21,435 422079 9‚54‚03‚187Compact Fluorescent Lamps Nos. 5548745 43,33,00,851 2430925 19‚22‚66‚720Fluorescent Powder M.T. 10.560 35,20,174 140.158 3‚19‚63‚048Lead Glass Tubings M.T. 3193.515 16,02,44,907 3426.835 13‚95‚09‚549Scrap & Others 15,70,05,255 18‚22‚78‚038

TOTAL 14,85,09,72,662 13‚02‚63‚98‚944

Less : Internal Consumption of ComponentsTubular Glass Shells Million Nos. 41.333 22,85,45,136 42.514 21‚61‚73‚532Glass Shells for GLS Lamps Million Nos. 157.146 12,01,29,372 169.043 12‚38‚48‚648Filament Million Nos. 209.007 14,25,76,468 247.064 15‚56‚90‚698Cap-GLS Lamps Million Nos. 154.200 16,20,86,231 157.452 15‚15‚32‚727Fluorescent Powder M.T. 10.520 35,10,174 129.558 2‚92‚07‚048Lead Glass Tubings M.T. 1238.124 6,07,37,530 1330.531 5‚80‚62‚374Others 8,45,94,621 12‚08‚98‚216

TOTAL 80,21,79,532 85‚54‚13‚243

NET 14,04,87,93,130 12‚17‚09‚85‚701

C. Opening Stock Unit This Year Previous Year

Quantity Value (Rs.) Quantity Value (Rs.)

Pipes/Tubes MT 6146 25,23,35,191 9811 28‚94‚43‚080Cold Rolled Steel Strips/Sheets MT 876 2,43,42,961 903 2‚26‚71‚356GLS Lamps Million Nos. 14.815 9,10,85,689 14.309 8‚97‚61‚225Fluorescent Tube Lamps Million Nos. 6.253 17,31,55,551 5.196 14‚70‚09‚550Tubular Glass Shells Million Nos. 3.241 1,31,41,270 5.393 2‚15‚90‚580Glass Shells for GLS Lamps Million Nos. 19.452 85,59,030 6.331 27‚85‚561Filament Million Nos. 22.833 1,41,05,579 7.615 30‚96‚685Caps-GLS Lamps Million Nos. 13.110 57,68,400 6.092 26‚80‚260Tuber Million Nos. 0.210 19,00,084 – –PCB Million Nos. 0.090 25,36,580 – –HPSV / HPMV Lamps Nos. 150178 4,34,52,827 121500 4‚25‚21‚429Compact Fluorescent Lamps Nos. 820415 8,96,01,148 445122 4‚07‚02‚188Lighting Fitting Complete & Acces. 3,08,27,431 2‚83‚26‚075Lead Glass Tubings M.T. 113.854 44,51,652 219.248 79‚30‚200Fluorescent Powder M.T. – – 11.64 21‚94‚024

Total 75,52,63,393 70‚07‚12‚212Semi-Finished Goods 17,74,99,768 16‚46‚26‚442Scrap 4,19,34,103 3‚16‚37‚299

TOTAL 97,46,97,264 89‚69‚75‚954

D. Closing Stock Unit This Year Previous Year


Pipes/Tubes MT 8462 35,70,06,263 6146 25‚23‚35‚191Cold Rolled Steel Strips/Sheets MT 1078 3,70,13,637 876 2‚43‚42‚961GLS Lamps Million Nos. 13.944 8,56,05,903 14.815 9‚10‚85‚689Fluorescent Tube Lamps Million Nos. 4.091 11,69,76,213 6.253 17‚31‚55‚551Tubular Glass Shells Million Nos. 0.917 41,84,067 3.241 1‚31‚41‚270

{Scrap

Schedules


35

Glass Shells for GLS Lamps Million Nos. 5.589 42,47,654 19.452 85‚59‚030

Filament Million Nos. 5.264 36,24,054 22.833 1‚41‚05‚579

Caps - GLS Lamps Million Nos. 4.136 31,42,980 13.110 57‚68‚400

Tuber Million Nos. 1.395 1,70,68,269 0.210 19‚00‚084

PCB Million Nos. 0.225 44,24,844 0.090 25‚36‚580

Lighting Fitting Complete & Acces. 4,38,54,366 3‚08‚27‚431

HPSV / HPMV Lamps Nos. 162668 4,98,93,748 150178 4‚34‚52‚827

Compact Fluorescent Lamps Nos. 1547982 12,87,14,464 820415 8‚96‚01‚148

Lead Glass Tubings M.T. 111.288 43,51,361 113.854 44‚51‚652

Fluorescent Powder M.T. 8.240 15,91,886 – –

Total 86,16,99,709 75‚52‚63‚393

Semi-Finished Goods 20,62,35,315 17‚74‚99‚768

Scrap 5,78,79,022 4‚19‚34‚103

Real Estate Division (WIP) 6,44,97,530 –

TOTAL 1,19,03,11,576 97‚46‚97‚264

NOTE : Closing Stock is after excluding the following :

Breakage during handling or distributed as samples : Unit This Year Previous Year

GLS Lamps Nos. 60,424 1,87,009

Fluorescent Tube Lamps Nos. 44,913 65,853

HPSV / HPMV Lamps Nos. 531 629

Compact Fluorescent Lamps Nos. 75 22,028

GLS Filament Nos. – 3,500

Tubular Glass Shells Nos. – 2,863

Caps - GLS Lamps Nos. – 75

Glass Shells for GLS Lamps Nos. – 620

Lead Glass Tubings Kgs. 43 104

E. PURCHASE FOR RESALE Unit This Year Previous Year


Light Fitting Complete & Accessories 17,33,91,337 13‚79‚63‚315

GLS Lamps Million Nos. 3.508 2,06,05,657 3.121 1‚84‚83‚808

Compact Fluorescent Lamps Nos. 7,15,808 3,41,22,731 12‚17‚470 5‚92‚74‚116

Total 22,81,19,725 21‚57‚21‚239

F. RAW MATERIAL CONSUMPTION Unit This Year Previous Year


Strip/Skelp M.T. 2,49,425 7,10,13,09,377 2‚14‚082 5‚44‚86‚46‚099

Zinc M.T. 6,045 81,66,24,945 5,727 1‚00‚78‚26‚402

Sockets 1,34,13,276 58‚90‚733

HR/CR Coil M.T. 14,282 38,84,40,021 15,020 37‚00‚28‚841

Filaments Million Nos. 258.158 15,66,53,450 255.297 16‚12‚26‚130

Caps Million Nos. 234.440 20,09,83,489 248.235 20‚47‚15‚925

Moly Wire Million Nos. 6.739 3,03,72,050 9.588 5‚67‚39‚654

Lead-In-Wire Million Nos. 506.510 3,88,41,234 529.457 4‚23‚19‚693

Tubular Glass Shell Million Nos. 39.686 18,27,35,206 42.448 20‚03‚37‚971

Glass Shell for GLS Lamps. Million Nos. 161.834 11,00,50,162 174.817 12‚42‚02‚624

Arc Tubes Nos. 365056 2,36,35,579 300306 2‚19‚88‚363

Di-Calcium Phosphate M.T. 16.589 18,43,541 100.986 1‚31‚04‚473

Lead Glass Tubings M.T. 1247.506 5,80,75,566 1330.535 5‚80‚75‚937

Soda Ash M.T. 5580.250 7,78,23,916 6456.929 8‚78‚52‚571

Red Lead M.T. 341.075 4,48,49,773 431.600 3‚74‚48‚265

Tungston wire M.T. 4.033 1,44,62,257 5.391 2‚32‚33‚165

Unit This Year Previous Year


Schedules


36

Fluorescent Powder M.T. 204.043 6,05,10,507 225.645 5‚60‚11‚767Aluminium Strip M.T. 375.976 7,38,42,359 378.802 6‚50‚83‚610Brass Strip M.T. 26.689 81,46,600 37.183 1‚22‚13‚853Silica Sand M.T. 10146.000 1,17,11,658 12391.000 1‚45‚13‚468Others 86,96,51,102 73‚50‚60‚751

TOTAL 10,28,39,76,068 8‚74‚65‚20‚295Less : Internal Consumption of Components 76,49,58,051 82‚36‚65‚929

NET 9,51,90,18,017 7‚92‚28‚54‚366

16. CIF VALUE OF IMPORTS This Year Previous Year

(Rs.) (Rs.)

Raw materials and purchases for trading 35,80,84,903 35‚43‚77‚546Stores & Spares 2,11,43,936 1‚86‚57‚645Capital goods 10,64,69,973 12‚55‚70‚013

17. Value of consumption of imported and indigeneous raw material, This Year Previous Yearstores and spares and its percentage to total consumption Rs. % age Rs. % age

Raw Materials Imported 38,32,21,795 4.03 35‚97‚53‚711 4.54Indigenous 9,13,57,96,222 95.97 7‚56‚31‚00‚655 95.46

Total 9,51,90,18,017 100.00 7‚92‚28‚54‚366 100.00

Stores and Spares Imported 1,90,63,223 11.98 1‚53‚37‚506 10.38Indigenous 14,01,13,398 88.02 13‚24‚63‚103 89.62

Total 15,91,76,621 100.00 14‚78‚00‚609 100.00

18. Earning In Foreign Exchange on Account of Export This Year Previous Year(Rs.) (Rs.)

FOB Value 1,96,65,41,073 1‚27‚47‚30‚642

19. Expenditure in Foreign Currency This Year Previous Year(Rs.) (Rs.)

a) Interest in rupee to FIs on Foreign Currency Loan 45,27,956 95‚85‚930b) Royalty & Technical Services (Net of Taxes) 10,13,760 5‚48‚289c) others 98,34,542 1‚09‚79‚411

20. Dividend Amount paid to Non Residents During the year ending March 31

2008 2007

i) Number of Non resident Shareholders 104 81ii) Number of equity shares held by them on which dividend was paid 72655 64092iii) Year ended to which the divided related 2006-2007 2005-2006iv) Amount Paid Rs. 1,08,982.50 Rs. 96,138.00

Note: The Company has paid above said dividend amount only in Indian Currency.

21. (a) Previous year figures have been regrouped and rearranged wherever necessary.(b) Figures have been rounded off to the nearest rupee.

Unit This Year Previous YearQuantity Value (Rs.) Quantity Value (Rs.)

Schedules



Chairman and

CA. ANANDA SASTRY K. S. N. Bansal Managing DirectorPartner Executive Director & CFOMembership No. 9980



Directors

B.B. Chadha

G.S. Gupta

K.K. Narula

M.G. Bakre

Rajendra Arya

Urmil Agarwal


37

STATEMENT PURSUANT TO PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILS

Registration No. State Code

Balance Sheet Date

Date Month Year

II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSANDS)

Public Issue Rights Issue Bonus Issue Preferential/Private Placement

III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RS. THOUSANDS)

Total Liabilities Total Assets

SOURCES OF FUNDS

Paid-Up Capital Reserves & Surplus Deferred Tax Liabilities (Net)

Secured Loans Unsecured Loans

APPLICATION OF FUNDS

Net Fixed Assets Investments Net Current Assets Misc. Expenditure Accumulated Losses

IV. PERFORMANCE OF THE COMPANY (AMOUNT IN RS. THOUSANDS)

Turnover Total Expenditure

+ – Profit/(Loss)Before Tax + – Profit/(Loss)After Tax

Earning Per Share (in Rs.) Dividend Rate %

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (AS PER MONETARY TERMS)

Item Code No. (ITC Code) Product Description



�

7 3 0 4 01 . 0 1

L A M P S8 5 3 9 00

C O L D O L L E D TS RR I P S7 2 0 9 22

3 1 5 2 6 5 9 3 1 8 1 7 1 4 N I L N I L

N I L N I L N I L

1 4 9 5 0 4 3 6 1 4 6 7 5 5 6 7

2 7 4 8 6 9 2 0 4 0 8 4

7 . 8 5 1 5

0 5

0 33 1

7 5 4 3

2 0 0 8

S T E E L T U B E S A N D P I P E S

6 7 2 9 5 2 8 6 7 2 9 5 2 8

2 8 4 3 3 3

�



Chairman and

CA. ANANDA SASTRY K. S. N. Bansal Managing DirectorPartner Executive Director & CFOMembership No. 9980



4 8 8 1 2 2

4 7 6 5 3 41 5 4 6 0 5 4

3 5 3 9 3 3 1

Directors

B.B. Chadha

G.S. Gupta

K.K. Narula

M.G. Bakre

Rajendra Arya

Urmil Agarwal

N I L

–

Balance Sheet Abstract


38

CASH FLOW STATEMENT

This year Previous year

(Rs.) (Rs.) (Rs.) (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES

NET PROFIT BEFORE TAX 27,48,69,144 22‚94‚49‚970

Adjustment for :

Depreciation 25,59,32,762 26‚52‚10‚177

Interest (Net) 37,96,96,315 31‚04‚03‚409

Loss/(Profit) on Sale of Fixed Assets (14,81,16,432) (38,75,577)

Rent Income (12,000) 48,75,00,645 (1,08,000) 57‚16‚30‚009

Operating Profit before working capital changes 76,23,69,789 80‚10‚79‚979

Adjustment for :

Trade & Other Receivables (12,51,69,406) (20,40,23,022)

Inventories (32,53,61,820) (4,18,59,857)

Trade Payables 1,50,34,549 (43,54,96,677) 3‚15‚59‚476 (21,43,23,403)

Cash Generated from Operations 32,68,73,112 58‚67‚56‚576

Income Tax Paid (7,51,11,207) (7,48,33,865)

Interest Paid (18,99,68,137) (26,50,79,344) (18,37,17,178) (25,85,51,043)

NET CASH FROM OPERATING ACTIVITIES 6,17,93,768 32‚82‚05‚533

B. CASH FLOW FROM INVESTING ACTIVITIES

Sale/(Purchase) of Investments 7,09,11,514 10‚00‚000

Interest Received 9,95,206 18‚28‚603

Purchases of Fixed Assets (23,28,89,872) (46,71,42,674)

Capital Work in Progress (10,23,30,079) (9,97,43,189)

Sale/Adjustments of Fixed Assets 22,72,05,621 84‚58‚792

Rent Received 12,000 1,08,000

NET CASH USED IN INVESTING ACTIVITIES (3,60,95,610) (55,54,90,468)

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase/(Decrease) Long Term Borrowings 9,47,53,614 20‚04‚86‚708

Increase/(Decrease) Short Term Borrowings 11,70,94,873 19‚91‚12‚211

Issue/(Redemption) of Share Capital – –

Interest on borrowings (19,07,23,384) (12,85,14,834)

Dividend Paid (4,56,30,244) (4,44,71,888)

NET CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES (2,45,05,141) 22‚66‚12‚197

Net Increase/(decrease) in cash & cash equivalents 11,93,017 (6,72,738)

Opening Cash & Cash equivalents 4,80,18,783 4‚86‚91‚520

Closing Cash & Cash equivalents 4,92,11,799 4‚80‚18‚783

AUDITORS’ REPORT

We have examined the above Cash Flow Statement of Surya Roshni Limited for the year ended 31st March, 2008. The Statement has been preparedby the Company in accordance with the requirements of listing agreement Clause 32 with Stock Exchanges and is based on and in agreement withthe books and records of the Company and also the Profit and Loss Account and Balance Sheet of the Company covered by our report of even dateto the members of the Company.

For SASTRY K. ANANDAM & CO.CHARTERED ACCOUNTANTS

Place : New Delhi CA. ANANDA SASTRY K.Dated : 21st May, 2008 Partner, F.C.A

Membership No. 9980

B. D. AgarwalChairman and

S. N. Bansal Managing Director

Executive Director & CFO

J. P. AgarwalPlace : New Delhi B. B. Singal Vice Chairman &Dated : 21st May, 2008 Company Secretary Joint Managing Director

Directors

B.B. Chadha

G.S. Gupta

K.K. Narula

M.G. Bakre

Rajendra Arya

Urmil Agarwal

Cash Flow Statement


39

SURYA ROSHNI LIMITEDRegd. Office : Prakash Nagar, Sankhol, Bahadurgarh - 124507 (Haryana)

ATTENDANCE SLIP

Member's Name ................................................................... I hereby record my presence at the Thirty Fifth Annual

(In Block Letters) ................................................................... General Meeting of Surya Roshni Limited being held at

............................................................................................ Prakash Nagar, Sankhol, Bahadurgarh - 124507 (Haryana)

............................................................................................ on Wednesday, the 24th September, 2008.

Folio/Client Id & DP Id No. .................................................. I certify that I am a Registered Member of the Company

and hold .............................................................................. Shares

Name of Proxy .................................................................. in the Company.

(If attending for Member)

Signature of the Member/Proxy.

....................................................................

1. Members/Proxies are requested to bring the DULY SIGNED Attendance Slip to the Meeting and hand it over at the entrance.2. For the convenience of Members, persons other than Members/Proxies WILL NOT BE ADMITTED.

SURYA ROSHNI LIMITEDRegd. Office : Prakash Nagar, Sankhol, Bahadurgarh - 124507 (Haryana)

PROXY FORM

Folio/Client Id & DP Id No. ................................

No. of shares held .............................................

I/We ........................................................... of ................................................................................................................................

in the district of ...............................................................................................................................................................................

being a member of Surya Roshni Limited, hereby appoint ................................................................................................................

of ............................................................... in the district of ...........................................................................................................

or failing him.............................................. of ................................................................................................................................

in the district of ............................................................ as my/our Proxy to attend and vote for me/us on my/our behalf at the Thirty

Fifth Annual General Meeting of the Company to be held on Wednesday, the 24th September, 2008 and at any adjournment thereof.

Signed this ....................................... day of ............................................. 2008

Note : The proxy must be returned so as to reach Registered Office of the Company not less than 48 hours before the time for holdingthe aforesaid meeting. The proxy need not to be a member of the Company.

AffixRe. 1/-

RevenueStamp

Eco-friendly Green CFL

Cover & Back - Surya Roshni · PDF filePatiala, and Punjab National Bank under Loan...

Documents

Transcript of Cover & Back - Surya Roshni · PDF filePatiala, and Punjab National Bank under Loan...