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Suprajit Engineering Ltd.

BSE: 532509 Sector: Auto
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OPEN 314.80
52-Week high 337.75
52-Week low 177.15
P/E 56.42
Mkt Cap.(Rs cr) 4,365
Buy Price 311.00
Buy Qty 22.00
Sell Price 312.00
Sell Qty 14.00
OPEN 314.80
CLOSE 312.10
52-Week high 337.75
52-Week low 177.15
P/E 56.42
Mkt Cap.(Rs cr) 4,365
Buy Price 311.00
Buy Qty 22.00
Sell Price 312.00
Sell Qty 14.00

Suprajit Engineering Ltd. (SUPRAJIT) - Director Report

Company director report

Your Directors have pleasure in presenting their Thirty First Annual Report on thebusiness and the Audited Statement of Accounts for the year ended 31st March 2016together with the Independent Auditor’s Report.


Rs. in Lakhs

Particulars 2015-16 2014-15
Gross Income 66574.80 58063.53
Profit before tax 7820.89 6646.98
Less: Provision for taxation 2823.47 2185.60
Profit after tax before prior period adjustment 4997.42 4461.38
Current Tax relation to prior year Nil Nil
Profit after tax 4997.42 4461.38
Add: Surplus from last year 3147.58 2863.24
Profit available for appropriation after adjustments prior period taxes 8145.00 7324.61
1 Interim Dividend 50% (last year interim 45%) 600.10 540.09
Tax on Interim Dividend 81.65 88.09
2 Proposed final Dividend 55 % (last year 50 %) 769.30 600.10
Provision for tax on Final Dividend 116.10 122.16
3 Transfer to General Reserve 3000.00 2800.00
Additional depreciation under Schedule II of Companies Act 2013 - 26.58
4 Balance carried to Balance Sheet 3577.85 3147.58


An Interim Dividend of Rs. 0.50 per Share of Rs. 1/- each (50%) was declared and paidduring the year under report. In view of the satisfactory financial performance of yourCompany your Directors have pleasure in recommending a Final Dividend of Rs. 0.55 perShare of Rs. 1/- each (55%). The total outgo considering the interim dividend includingtaxation stands at Rs. 1567.15 Lakhs as against Rs. 1350.44 Lakhs during the last year.In terms of the Scheme of Amalgamation of Phoenix Lamps Limited (subsidiary of yourCompany) with the Company which was duly approved by the Board and is under regulatoryapproval process an amount of Rs. 46.93 Lakhs has been provided to be paid to theminority Shareholders of Phoenix Lamps Limited which will become payable upon the saidScheme becoming efiective.


Based on the approval accorded by the Shareholders earlier during the year theCompany had issued and allotted 11318774 Equity Shares of Rs. 1/- each at a premium ofRs. 131.50 per share amounting to Rs. 14997.37 lakhs through Qualified InstitutionalPlacement. Your Company has received good response for the issue. The proceeds of theissue will be judiciously used to optimize debt and equity and to meet the long termgrowth plans of your Company.


There were no changes in the nature of business during the year.


Indian automotive industry grew at 3.5% as against 8.3% previous year showingincreased sluggishness. This has been largely due to a below normal monsoon and generaleconomic conditions in the country.

Your Company on a standalone basis recorded an income of Rs. 66575 Lakhs during theyear 2015-16 as against Rs. 58063 Lakhs during the year 2014-15 recording a growth of14.66%. The Profit After Tax was Rs. 4997 Lakhs during the year 2015-16 as againstthe Profit After Tax of Rs. 4461 Lakhs during the year 2014-15 recording a growth of12%. The consolidated group income (including Phoenix) was Rs. 105045 Lakhs for the year2015-16 against Rs. 67181 Lakhs for the year 2014-15 recording a growth of 56 %. Theconsolidated Profit After Tax was Rs. 7194 Lakhs during the year 2015-16 as against Rs.5029 Lakhs during the year 2014-15 a growth of 43%. You will note that yourCompany’s revenue growth both standalone and consolidated has been well ahead ofthe Industry growth as in the past. Due to favorable currency commodity pricesoperational improvements the margins of your Company have improved as compared to theprevious year. Your Company’s overall performance has been satisfactory.

During the year your Company started commercial production at its new plant at CharalIndustrial Estate Sanand Gujarat. It also started the trial production at its new plantat Vallam Vadagal area Chennai.


The Indian GDP is expected to grow at 7% during the current year. The interest ratesand infiation have come down. Added to this commodity prices are expected to remainstable and monsoon forecast for the current year is favorable. This can improve the ruraleconomy and is expected to help automotive industry to grow better than the last year. Thetrend of the global business is expected to be steady and give satisfactory push for theoverall business growth this year for your Company.

Capacity expansion plan from 150 million to 225 million cables per year will becompleted during the current year. This will create suficient capacity for the next fewyears. The current year trend with the domestic customers aftermarket and exports appearto be satisfactory. Your Directors believe that the overall performance of your Companyfor the year will be satisfactory.


The Directors are pleased to inform that during the year under report your Companyacquired 61.93% in the fully paid up Equity Share Capital of Phoenix Lamps Limited at acost of Rs. 15445.09 Lakhs. Your Company initially acquired 14289843 Equity Shares ofRs. 10/- each at a consideration @ Rs. 89/- per share aggregating to Rs. 12717.96 Lakhsamounting to 51% from Argon India Limited Mauritius and Argon South Asia LimitedMauritius. An ‘Open Ofier’ was made to minority shareholders to acquireadditional 26% for which 15021 Shares were tendered at Rs. 100/- per share aggregating toRs. 15.02 Lakhs. Your Company further acquired the balance 3047312 Equity Shares of Rs.10/- each at a consideration @ Rs. 89/- per share aggregating to Rs. 2712 Lakhs amountingto 10.88% stake and completed the transaction in line with Share Purchase Agreement signedon 6th May 2015. With this Phoenix Lamps Limited became subsidiary of your Company.

Your Company has worked closely with Phoenix Lamps Limited during the year in variousareas including operations finance regulatory compliances subsidiary businesses add significant value to improve the operational and financial performance of theCompany. Phoenix continues to be the largest Halogen Lamp manufacturer in India and theproduct range will complement your Company’s core product range of cables. On astandalone basis Phoenix has recorded an income of Rs. 22538 Lakhs during the year 2015-16 as against Rs. 24601 Lakhs during the year 2014-15 recording a negative growth of8.39%. The Profit After Tax was Rs. 141.36 Lakhs during the year 2015-16 as against theProfit After Tax of Rs. 2747.77 Lakhs during the year 2014-15 largely due to a provisionfor diminution in value of investment at the subsidiary of Phoenix Lamps Limited lowersales write-ofis relating to previous years etc. The consolidated group income was Rs.33654.40 Lakhs for the year 2015-16 as against Rs. 36825.54 Lakhs for the year 2014-15recording a negative growth of 8.61%. The consolidated Profit After Tax was Rs.2290.28 Lakhs during the year 2015-16 as against Rs. 1957 Lakhs during the year 2014-15a growth of 17%. Sales were lower due to currency and customer related issues. YourDirectors are confident that with both Suprajit and Phoenix teams working together toovercome multiple hurdles the performance of this subsidiary will be satisfactory goingforward.


On 18th April 2016 your Company and Phoenix Lamps Limited in separate meetings oftheir respective Audit Committees and Boards of Directors announced the merger of PhoenixLamps Limited with your Company subject to necessary regulatory and shareholders’approvals. The merger ratio has been based on the SEBI approved guidelines of pricedetermination based on which Boards of both companies have set the Share Exchange Ratioat 4 Equity Shares of (Rs.1/- each) Suprajit for every 5 Equity Shares of (Rs. 10/- each)Phoenix. The merger price of Phoenix at Rs. 110 based on closing price of Suprajit on 13thApril 2016 on NSE represents the premium of 23.50% on Rs. 89/- per one Equity Share ofRs. 10/- of Phoenix Lamps Limited paid by Suprajit to acquire Phoenix last year 10%premium to the Open Ofier price of Rs. 100/- and 10% premium on the 6 months average priceof Phoenix.

Boards of Phoenix and Suprajit have recommended the approval of the merger to theirrespective shareholders subject to all statutory approvals. Both Suprajit which holds61.93% of Phoenix shares and Promoter group of Suprajit which holds 47.37% of Suprajithave irrevocably agreed to vote in favour of merger. Your Board feels that the merger ofPhoenix with Suprajit will bring significant strengths with stronger balance sheet alongwith excellent customer reach. It will enhance cost eficiencies at various levels betterglobal footprint and management bandwidth. This will also help in managing regulatorycompliances and tax matters. Phoenix is a strong brand in the market and will becontinued. Your Directors believe that this is a win-win situation for both SuprajitEngineering Limited and Phoenix Lamps Limited and recommend the merger to theshareholders.


The Company’s financial discipline and prudence are refiected in the strong creditratings ascribed by rating agencies as exhibited below:

Instrument Rating Agency Rating Outlook
Long Term Debt CRISIL AA- Stable
Long Term Debt ICRA AA- Stable
Long Term Debt India Ratings & Research AA- Stable


Instrument Rating Agency Rating Outlook
Short Term CRISIL A1+ Stable
Short Term ICRA A1+ Stable
Short Term India Ratings & Research A1+ Stable
Term Deposit Indian Ratings & Research tAA Stable


The wholly owned subsidiaries - Suprajit Automotive Private Limited and Suprajit EuropeLimited have performed well during the year gone by.

The consolidated sales of the subsidiaries were Rs. 10510 Lakhs against Rs. 9587Lakhs previous year an increase of 9.63 %. The EBIDTA was Rs. 1931 Lakhs against Rs.1245 Lakhs previous year an increase of 55%. The Profit before Tax was Rs. 1606 Lakhsagainst Rs. 807 Lakhs previous year an increase of 99%. The subsidiaries are expected toperform satisfactorily this year.

A separate statement in form AOC-1 "Annexure-VII" containing thesalient features of the financial statement of its subsidiaries has also been attachedalong with the financials of the Company. The Annual Accounts and related documents of theSubsidiary Companies shall be kept open for inspection at the Registered Ofice of theCompany. The aforesaid documents will also be made available to the Members of the Companyupon receipt of written request from them.


Gross working capital represented by inventory sundry debtors loans and advancesincreased from Rs. 28544 Lakhs to Rs. 35333 Lakhs as at March 31 2016.


The gross block during the year increased from Rs. 20577 Lakhs to Rs. 24004 Lakhs.This was largely due to the ongoing projects and other sustaining capex.


As on 31st March 2016 the gross tangible and intangible assets stood at Rs. 24004Lakhs and the net tangible and intangible assets at Rs. 17582 Lakhs. Net additionsduring the year amounted to Rs. 3427 Lakhs including industrial land under lease Rs.2.67 Lakhs.


The approval of the shareholders was accorded to accept and renew Fixed Depositspursuant to the provisions of Sections 73 and 76 of the Companies Act 2013 andaccordingly the Company has accepted deposits pursuant to the provisions of the saidSections read with the Companies (Acceptance of Deposits) Rules 2014 during the year.


There are no material changes and commitments between the end of the Financial Year andthe Date of the Report which afiect the financial position of the Company except mergerproposal of Phoenix Lamps Limited with the Company.


The extract of the annual return in Form MGT-9 is enclosed as a part of this report incompliance with Section 134 (3) of the Companies Act 2013 "Annexure–I".


The Company has entered into the following transactions pursuant to Section 186 of theCompanies Act 2013:

Name of the entity Particulars of Loans and Guarantees Amount (Rs. in Lakhs)
Suprajit Europe Ltd. U.K Corporate Guarantee (GBP 5 Lakhs converted at March 31 2016 exchange rate of 1 GBP = Rs. 96.15) 480.75


All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconfiict with the interest of the Company at large.

All related party transactions wherever applicable are placed before the AuditCommittee. The quarterly disclosures of transactions with related parties are made to theAudit Committee and also disclosed to the Stock Exchanges under Regulation 72 of SEBI(LODR) Listing Regulations 2015. In compliance with Section 134 (3) of the Companies Act2013 particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 are enclosed in the Form AOC-2 as part of this reportas "Annexure-II" .


Meetings of the Board are held at regular intervals with a time gap of not more than120 days between two consecutive Meetings. Additional Meetings of the Board of Directorsare held when necessary. During the year under review 5 (Five) Meetings were held on 6thMay 2015 29th May 2015 11th August 2015 9th November 2015 and 9th February2016.

Agenda of the Meeting is circulated to the Directors in advance. Minutes of theMeetings of the Board of Directors are circulated amongst the Members of the Board fortheir perusal.


In pursuance of Section 134 (3) (c) of the Companies Act 2013 the Board of Directorsof the Company confirms and submits that:

i. in the preparation of the annual accounts the applicable Accounting Standards havebeen followed and there have been no material departure;

ii. the selected accounting policies were applied consistently and the judgments andestimates made are reasonable and prudent so as to give a true and fair view of the stateof afiairs of the Company as at March 31 2016 and of the Profits of the Company for theyear ended on that date;

iii. proper and suficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. the annual accounts have been prepared on a ‘going concern’ basis;

v. adequate system of internal financial controls has been laid down and the saidsystem is operating efiectively; and

vi. proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and are operating efiectively.


As a Listed Company necessary measures are taken to comply with the Listing Agreementsof the Stock Exchanges. A report on Corporate Governance along with a certificate ofcompliance from a Practising Company Secretary forms part of this report. Variousdisclosures as required under Sections 134 and 135 of the Companies Act 2013 are annexedto this report or covered in the Corporate Governance Report such as related partytransactions Information and details on conservation of energy technology absorptionforeign exchange earnings and outgo extract of annual return constitution of variousBoard level Committees CSR Policy and initiatives taken during the year Boardevaluation remuneration of the Managerial Personnel Secretarial Audit Report etc.


The Company has risk management policy in place. The Audit Committee has additionaloversight in the area of financial risks and controls. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

The Company has taken Directors’ and Oficers’ liability Insurance Policy.


As you are aware your Company has been active in CSR activities through SuprajitFoundation for the last 5 years. The Companies Act 2013 mandates Profitable companies tocontribute 2% on CSR. Your Company has paid Rs. 134.40 Lakhs Phoenix Lamps Limitedsubsidiary of your Company has paid Rs. 73.70 Lakhs and Suprajit Automotive PrivateLimited wholly owned subsidiary of your Company has paid Rs. 12.74 Lakhs to SuprajitFoundation for various activities undertaken by the said Foundation. The detailedactivities of Suprajit Foundation have been provided elsewhere in this report. The detailsof the amounts to be spent during the current financial year and the manner in which itwas spent are annexed herewith "Annexure –III". The copy of the CSRpolicy is available on the website of the Company (


Conservation of energy is one of the highest priority measures directly supervised bythe senior management of the Company.

As and when new plants are getting added to the Company Management ensures thatvarious measures like rain- water harvesting STP water usage control planting of treesdiscarding of old gen-sets and minimum usage of lighting power during day time are welladopted from day one. In addition the following new initiatives have been undertakenduring the year at various plants:

a) During the year your Company has installed 100 kWp solar capacity as the first pilotproject to assess the use of solar energy for the operational requirements of the Company.The Company will monitor the performance of this project and based on the success willconsider deploying such projects at various units.

b) Various plants have started using LED lamp to reduce power consumption.

c) Automatic Water Level Controllers have been deployed along with the water pumpswhich are used for pumping water to the storage tanks.

d) The Company has provided gen-sets with higher as well as lower KVA rating in all theplants so that gen-set power is selectable depending upon actual power requirement in caseof power shutdown thereby avoiding wastage.

e) Electrical systems in all the new plants have been provided with individual controlsso that the user can select particular fan light etc. depending upon requirement at thatparticular point of time. This avoids indiscriminate bulk selection of electrical systems.

f) Shop fioors having roofing sheets have been provided with thermal vents on top ofthe roofing sheets (circulating fans operating with wind) in order to reduce the heatefiect in summer and also to reduce usage of electrically operated fans in the shop fioor.

g) Rain water harvesting has been modified to properly channelize the rain water intoearth in a manner borewell gets adequate water for its re-generation.


a) Research and Development (R&D):

1) The Company has taken the initiative to set up a centralised Tech Centre atBengaluru. This centre will have Engineers for R&D work testing and validation ofproducts as per customers’ requirements.

2) The Company has received certain patents for cables which are deployedcommercially.

3) Development cells in every unit have been upgraded with more Engineers and latestequipments.

4) The Company’s R&D has developed many specialized cables for Customers asper the end user requirements. This is being successfully deployed by the customer withsignificant cost savings.

5) The Company has developed many types of equipments specialised for cable making withsignificant energy savings and increased productivity. b) Expenditure on Research andDevelopment: (Rs. in lakhs)

Particulars 2015fi16 2014fi15
Salaries & Wages 174.35 133.41
Material Consumables & Stores 51.66 21.15
Other Direct Expenditures 31.29 15.60
TOTAL 257.30 170.16

c) Technology Absorption Adaptation Innovation and particulars of importedtechnology:

1) The Company has not imported any technology during the year.

2) The Company has developed innovative and path-breaking processes for certain CableManufacturing for which patents are pending.

3) The Company has successfully adapted customer’s designs for new types of cablesand also other products.


The Company has initiated a sustainability initiative with the aim of going green andminimizing our impact on the environment. Like the previous years this year too theCompany is publishing only the statutory disclosures in the print version of the AnnualReport.


The Company earned Rs. 3209.67 Lakhs in foreign exchange and expended Rs. 5154.59Lakhs in foreign exchange during the year under review. It may be noted that at theconsolidated level the Company is a net forex earner.


Industrial relations have been cordial and constructive which have helped your Companyto achieve production targets.


The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.


Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees.


Every new Independent Director of the Board attends an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of the Companythe Executive Directors/Senior Managerial Personnel make presentations to the inducteesabout the Company’s strategy operations product and service ofierings marketsorganization structure finance human resources technology quality facilities and riskmanagement. The copy of Familiarize Programme of Independent Director I.D is available onthe website of the Company (


The Securities and Exchange Board of India (SEBI) on September

2 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The said regulations were efiective December 1 2015. The Company entered intoListing Agreement with BSE Limited and the National Stock Exchange of India Limited duringDecember 2015.


Your Company has adopted a Nomination and Remuneration Policy on Directors’Appointment and Remuneration including criteria for determining qualifications positiveattributes independence of a Director and other matters as provided under Section 178(3)of the Companies Act 2013. The Policy is enclosed as a part of this report in compliancewith Section 134(3) of the Companies Act 2013. "Annexure-IV’. The copyof the National and Remuneration Policy is available on the website of the Company(


Your Company has an Audit Committee comprising of Mr. Diwakar S Shetty asChairman of the Committee Mr. M Jayarama Shetty and Mr. Suresh Shetty as otherMembers of the Committee. The composition of the Committee is in compliance with theprovisions of Section 177 of the Companies Act 2013.


Your Company has formulated the Whistle Blower Policy with a view to provide amechanism for Employees and Directors of the Company to approach the Whistle BlowerCompliance Oficers/the Audit Committee of the Company in compliance with Section 177(9) ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Details of the Whistle Blower Policy are explained in the Report onCorporate Governance and Whistle Blower policy of the Company are available on the websiteof the Company (


Statutory Auditors:

The Auditors Messrs Varma and Varma (Firm Registration No.004532S) CharteredAccountants Bengaluru have been appointed as the Statutory Auditors of the Company inthe 30th Annual General Meeting of the Company held on September 19 2015 to hold theofice till the conclusion of 31st Annual General Meeting of the Company.

The Shareholders are requested to ratify the appointment of Messrs Varma & VarmaChartered Accountants as the Statutory Auditors for the Financial Year 2016-17.

Cost Auditors:

Messrs G N V Associates Cost Accountants had been appointed as the Cost Auditors ofyour Company for the financial year 2016-17. The previous year’s report has beenfiled within due date.

Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat Practising Company Secretary(Membership No. ACS-25167) as the Secretarial Auditor as per the Section 204 of theCompanies Act 2013 and the Secretarial Audit Report obtained from him is furnished in"Annexure-V".


Suprajit Foundation was established in 2011 as a not-for-Profit Trust to conduct socialwelfare activities. Over the years the Foundation has initiated guided and conductedseveral programs in education healthcare and rural development.

Your Directors would like to thank the honorary trustees of the Foundation whocontinue to devote their valuable time and energy in planning directing and monitoringits activities.


The Company’s efiorts towards reinforcing a positive safety culture have resultedin reduction of total Lost time due to Injuries this year. Similarly the Lost Time InjuryFrequency Rate reduced from a year ago.

During the year no occupational illness case was reported. Due to continued efiorts toconserve water and energy specific water and energy consumption also got reduced.


The Company has in place a Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

Following is a summary of sexual harassment complaints received and disposed ofi duringthe year 2015-16:

No of complaints received: NIL No of complaints disposed ofi: NIL


The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by theMembers at the Registered Ofice of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

The ratio of the remuneration of each Director to the median employee’sremuneration and other details in terms of Section 197 (12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as

"Annexure – VI".


Management Discussion and Analysis forming part of this Report is in compliance withCorporate Governance Standards SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with Stock Exchanges and such statements may be "forwardlooking" within the meaning of applicable securities laws and regulations. Actualresults could difier materially from those expressed or implied. Important factors thatcould make a difierence to the Company’s operations include economic conditionsafiecting demand/supply and price conditions in the domestic and overseas markets/currency fiuctuations in which the Company operates changes in the Governmentregulations tax laws and other statutes and other incidental factors.


The Directors place on record their appreciation for valuable contribution made byemployees at all levels active support and encouragement received from variousGovernmental agencies Company’s Bankers Customers vendors distributors BusinessAssociates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders andgratefully acknowledge with a firm belief that the support and trust will continue in thefuture.

For and on behalf of the Board
Place : Bengaluru K. Ajith Kumar Rai
Date : 30th May 2016 Chairman & Managing Director
(DIN: 01160327)