harita seating systems limited seating systems...investorscomplaintssta@scl.co.in...
Post on 07-Apr-2020
5 Views
Preview:
TRANSCRIPT
1
HARITA SEATING SYSTEMS LIMITED
Board of DirectorsH Lakshmanan, ChairmanS I Jaffar AliMartin GrammerC N PrasadRam Natarajan
PresidentA G Giridharan
Company SecretaryN Iswarya Lakshmi
Audit CommitteeH Lakshmanan, ChairmanS I Jaffar AliC N Prasad
Investors’ Grievance CommitteeH Lakshmanan, ChairmanS I Jaffar AliC N Prasad
Remuneration CommitteeH Lakshmanan, ChairmanS I Jaffar AliC N Prasad
BankersState Bank of IndiaIndustrial Finance BranchAnna Salai, Chennai 600 002
State Bank of MysoreIndustrial Finance BranchAnna Salai, Chennai 600 006
AuditorsSundaram & SrinivasanChartered Accountants,No. 4 (Old No. 23), Sir C.P. Ramaswamy Road,Alwarpet, Chennai 600 018
Shares listed withMadras Stock Exchange Ltd., ChennaiNational Stock Exchange of India Ltd., MumbaiBangalore Stock Exchange Ltd., Bengaluru
Share Transfer AgentSundaram-Clayton LimitedNo. 22 (Old No. 31), Railway Colony, 3rd Street,Mehta Nagar, Chennai - 600 029Tel. : 044 - 2374 1889, 2374 2939Fax : 044 - 2374 1889E-mail : kr.raman@scl.co.in
sclshares@gmail.cominvestorscomplaintssta@scl.co.inni.iswarya@scl.co.in
Contents Page No.
Financial highlights 2
Notice to the shareholders 3
Directors’ report to the shareholders 8
Report on Corporate Governance 17
Auditors’ report to the shareholders 31
Balance Sheet 34
Statement of Profit and Loss 35
Notes on accounts 36
Accounting Standards andadditional disclosures 45
Cash flow statement 59
Statement under Section 212 ofthe Companies Act, 1956 61
Auditors’ Report on Consolidated Accounts 63
Consolidated Accounts 64
Financial Information of Subsidiary as perSection 212(8) of the Companies Act, 1956 78
Registered Office“Jayalakshmi Estates”No.29 (Old No.8), Haddows Road,Chennai - 600 006, Tamil Nadu, IndiaTel. : 044-28272233, Fax : 044-28257121
FactoriesBelagondapalli, Thally Road,Hosur - 635 114, Tamil Nadu, IndiaTel. : 04347-233445, Fax : 04347-233460
Plot A2 MIDC Industrial areaRanjangaon, Koregaon village, Shirur taluk,Pune - 412210, Maharashtra, IndiaTel. : 02138-660742
Chaurasia Road, Pargana Plassi,Bhatian Village, Thesil Nalagarh,Solan District - 174 101,Himachal Pradesh, IndiaTel. : 01795-220562
Web site: www.haritaseating.com
Subsidiary companyHarita Fehrer Limited, Chennai
2
HARITA SEATING SYSTEMS LIMITED
Financial Highlights
Details 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11$ 2011-12$
Statement of Profit & LossSales 7873.25 9202.06 11798.82 13736.82 15547.33 19104.87 19625.18 22356.35 24,078.27 30,664.18
Other income 48.71 90.81 117.93 143.80 149.41 271.76 196.98 893.51 153.53 225.85
Total income 7921.96 9292.87 11916.75 13880.62 15696.74 19376.63 19822.16 23249.86 24,231.80 30,890.03
Gross profit before interest ,depreciation &tax 730.09 894.03 987.92 1292.85 1363.01 1772.58 330.76 1487.56 594.85 2,516.04
Depreciation 174.99 212.76 269.39 315.28 386.34 532.93 696.92 883.52 431.66 434.38
Profit/(Loss) before interest &tax 555.10 681.27 718.53 977.57 976.67 1239.65 (366.16) 604.04 163.19 2,081.66
Interest 10.11 0.35 0.28 31.78 75.75 286.90 424.77 704.44 747.29 663.70
Profit/(Loss) before taxation 544.99 680.92 718.25 945.79 900.92 952.75 (790.93) (100.40) (584.10) 1,417.96
Profit/(Loss) after taxation 341.80 437.69 451.78 638.79 583.92 641.25 (892.09) 8.81 (509.99) 1,122.01
Balance Sheet
Net fixed assets 1329.35 1564.07 1878.80 2337.96 4380.64 5546.86 7999.88 4705.11 4,652.63 3,577.92
Investment 0.06 661.12 367.96 407.87 350.00 437.38 259.85 2988.76 2,759.00 2,759.00
Net current assets 924.23 305.29 598.89 1420.19 1866.44 725.77 5217.27 900.36 1,064.00 2,374.75
Total 2253.64 2530.48 2845.65 4166.02 6597.08 6710.01 13477.00 8594.23 8,475.63 8,711.67
Share capital 388.45 388.45 388.45 388.45 388.45 776.90 776.90 776.90 776.90 776.90
Reserves & Surplus 1464.20 1767.96 2082.72 2522.17 2902.57 2930.94 2055.78 2072.98 1,561.79 2,407.25
Net worth 1852.65 2156.41 2471.17 2910.62 3291.02 3707.84 2832.68 2849.88 2,338.69 3,184.15
Loan funds 265.25 240.10 220.04 1091.96 3125.62 2639.73 10200.03 5422.27 5,888.97 5,282.64
Deferred tax liability 135.74 133.97 154.44 163.44 180.44 362.44 444.29 322.08 247.97 244.88
Total 2253.64 2530.48 2845.65 4166.02 6597.08 6710.01 13477.00 8594.23 8,475.63 8,711.67
Earnings per share (Rs.) 8.80 11.20 11.75 16.44 15.03 ^ 8.25 (11.48) 0.11 (6.56) 14.44
Dividend per share (Rs.) 2.50 3.00 3.20 4.50 4.50 2.50 – – – 3.50
Book value per share (Rs.) 47.69 55.51 63.62 74.93 84.72 47.73 36.46 36.68 30.10 40.99
Return on capital employed %(ROCE)* 27.80 30.40 28.40 25.80 18.70 19.40 (2.69) 7.31 1.92 25.88
Return on networth % (RONW)** 19.70 21.80 19.50 23.70 18.80 18.30 (27.28) 0.31 (19.66) 40.63
Fixed asset turnover (No. of times) # 6.29 6.36 6.85 6.52 4.63 3.85 2.90 3.52 5.15 7.45
Working capital turnover (No. of times) @ 7.91 14.97 26.10 13.61 9.46 14.74 6.60 7.31 24.52 17.83
Gross profit as % of total income 9.20 9.60 8.30 9.30 8.70 9.10 1.70 6.40 2.45 8.15
Profit/(Loss) before tax as % of total income 6.90 7.30 6.00 6.80 5.70 4.90 (4.00) (0.43) (2.41) 4.59
* ROCE is profit before interest and taxation divided by average networth plus loan funds.
** RONW is profit after tax divided by average networth.
# Fixed assets turnover is sales divided by average net fixed assets as at the end of the year.
@ Working capital turnover is sales divided by average net current assets as at the end of the year.
^ Adjusted for bonus issue
$ The figures for 2011-12 and 2010-11 are based on the Revised Schedule VI classifications. The figures upto 2009-10 are based on the respective year's reported results.
Rs. in lakhs
3
HARITA SEATING SYSTEMS LIMITED
Notice to the ShareholdersNOTICE is hereby given that the sixteenth annualgeneral meeting of the shareholders of the Companywill be held at Kasturi Srinivasan Hall (Mini Hall),The Music Academy, No.168, (Old No. 306) T. T. KRoad, Royapettah, Chennai 600 014 on Friday, the21st September 2012 at 10.00 a.m. to transact thefollowing businesses:
ORDINARY BUSINESS
1. To consider and if thought fit, to pass with or
without modification, the following resolution as
an ordinary resolution:
"RESOLVED THAT the audited balance sheet
as at 31st March 2012 and the statement of profit
and loss of the Company for the year ended on
that date, together with the directors' report and
the auditors' report thereon as presented to the
meeting be and the same are hereby, approved
and adopted."
2. To consider and if thought fit, to pass with or
without modification, the following resolution as
an ordinary resolution:
"RESOLVED THAT Mr Martin Grammer,
director, who retires by rotation and being
eligible for re-appointment, be and is hereby
re-appointed as a director of the Company".
3. To consider and if thought fit, to pass with or
without modification, the following resolution as
an ordinary resolution:
"RESOLVED THAT the retiring auditors,
M/s. Sundaram & Srinivasan, Chartered
Accountants, Chennai, having the firm
registration no. 004207S issued by The Institute
of Chartered Accountants of India, be and are
hereby re-appointed as auditors of the
Company to hold office from the conclusion of
this annual general meeting till the conclusion
of the next annual general meeting of the
Company on such remuneration as may be
fixed in this behalf by the board of directors of
the Company."
SPECIAL BUSINESS
4. To consider and if thought fit, to pass with or
without modification, the following resolution as
an ordinary resolution:
"RESOLVED THAT Mr Ram Natarajan, who was
appointed as an additional director of the
Company and who holds office upto the date of
this annual general meeting, in terms of the
applicable provisions of the Companies Act,
1956, be and is hereby appointed as a director
of the Company, subject to retirement by
rotation".
5. To consider and, if thought fit, to pass with or
without modification the following resolution as
a special resolution:
"RESOLVED THAT, in partial modification of
the resolution passed by the shareholders of
the Company, at the annual general meeting
held on 7th September 2009, and subject to the
provisions of Sections 386 and 388 read with
the Schedule XIII and other applicable
provisions of the Companies Act, 1956 (the Act),
the revision in the remuneration payable to
Mr A G Giridharan, President of the Company,
as Manager under the Act, by increasing the
overall limit of remuneration to Rs.54 lakhs per
annum from Rs.48 lakhs per annum, by
enhancing the quantum of maximum
remuneration, payable under the head "Salary
and commission on profits or performance
linked incentive or bonus, from Rs.24 lakhs to
Rs.30 lakhs per annum" effective from 1st April
2011 for the period commencing from 1st April
2011 to 10th November 2012 with an authority
to the Chairman of the board, to decide the
quantum of remuneration payable under each
head as agreed to between the board and Mr A
G Giridharan, during the currency of his tenure
mentioned hereinabove, be and is hereby
approved".
"RESOLVED FURTHER THAT all other
terms and conditions of appointment of
Mr A G Giridharan as Manager for the purpose
of the Act, as approved by the shareholders of
the Company at the annual general meeting
held on 7th September 2009 shall remain
unchanged".
6. To consider and, if thought fit, to pass with or
without modification the following resolution as
a special resolution:
4
HARITA SEATING SYSTEMS LIMITED
"RESOLVED THAT subject to the provisions ofSection 269 read with Sections 386,387 and 388and Schedule XIII of the Companies Act, 1956(the Act) and such other applicable provisions, ifany of the Act, consent be and is herebyaccorded for the re-appointment ofMr A G Giridharan, President of the Companyas Manager, for the purpose of the Act for aperiod of 3 years commencing from 11th
November 2012, with the power of the board orthe Chairman of the board to determine thequantum of individual items of his remuneration,payable at such intervals, within the overall limits,for each financial year so as not to exceed 5%of the net profits of the Company, calculated inaccordance with the provisions of Sections 349and 350 of the Act".
"RESOLVED FURTHER THAT theremuneration within the aforesaid limits, payableto Mr A G Giridharan, as Manager under the Act,for a period of three years commencing from 11th
November 2012, subject to the condition that theboard or the Chairman of the board, from timeto time, may determine the quantum of individualitems of his remuneration for each financial year,not exceeding the maximum limit specified ineach category as follows, be and is herebyapproved:
(1) Salary and commission on profits orperformance linked incentive or bonus:
Subject to a ceiling of Rs.30 lakhs perannum.
(2) Perquisites and allowances:
Perquisites like unfurnished accommodation/ house rent allowance, conveyanceallowance, medical reimbursement, leavetravel assistance for self and family, clubfees, medical / personal accident insurancepremia and other benefits or amenities, inaggregate restricted to a sum not exceedingRs.24 lakhs per annum.
Provision of telephone at residence includingpayment of local calls and long distance callsshall not be included in the computation ofperquisites for the purpose of calculation ofthe said ceiling.
Personal long distance calls on telephonefor private purposes shall be recovered bythe Company.
(3) Contribution to statutory funds:
Company's contribution to provident fund notexceeding 12% of the salary or such otherpercentage of the salary as may be fixed bythe Central Government from time to timeand gratuity as per the rules of the Company.
Company's contribution to provident andgratuity funds, shall not be included forcomputation of limits of perquisites andallowances as aforesaid.
(4) Pension benefits:
Entitled to pension, if any, payable afterretirement, as per the rules of the Company".
"RESOLVED FURTHER THAT the salary,commission on profits or performance linkedincentive, perquisites and other allowances /benefits, contributions payable at such quantumand such intervals, as may be decided by theboard or the Chairman of the board, from timeto time, for each financial year, in aggregate, shallalways be well within the limits prescribed underSection 387 read with Schedule XIII of the Act".
"RESOLVED FURTHER THAT, pursuant toSection II of Part II of Schedule XIII of the Actand other applicable provisions of the Act, in theevent of loss or inadequacy of profits in anyfinancial year, the board shall revise theremuneration payable to Mr A G Giridharan, asManager during such financial year in suchmanner, as may be agreed to between him andthe board within the limits prescribed in this behalfor the Company may pay the remuneration notexceeding the limits as set out in Section II ofPart II of Schedule XIII of the Act, subject to suchapprovals, if required under the Act, includingthe approval of the Central Government duringany financial year during the currency of histenure mentioned hereinabove".
"RESOLVED FURTHER THATMr A G Giridharan, as Manager of the Companyshall be subject to the superintendence, controland directions of the board and he shall have allsuch powers, duties and responsibilities in terms
5
HARITA SEATING SYSTEMS LIMITED
of the provisions of the Act that may be vestedin him by the board, from time to time".
By order of the Board
Chennai N Iswarya Lakshmi30th May 2012 Company Secretary
Registered Office:"Jayalakshmi Estates"No.29 (Old No.8), Haddows RoadChennai 600 006
Notes:
1. A member entitled to attend and vote at themeeting is entitled to appoint one or moreproxies to attend and vote instead of himself/herself and the proxy or proxies so appointedneed not be a member or members as thecase may be of the Company. The instrumentappointing the proxy and the power ofattorney or other authority, if any, underwhich it is signed or a notarially certified copyof that power of attorney or other authorityshall be deposited at the registered office ofthe Company not later than 48 hours beforethe time fixed for holding the meeting.
2. The Explanatory Statement in respect of item nos.4, 5 and 6 as set out under special business,pursuant to Section 173(2) of the Companies Act,1956 (the Act) is annexed hereto.
3. The interim dividend on the equity shares for theyear ended 31st March 2012 as declared by theboard of directors will be paid on or after 11th
June 2012 to those shareholders (or theirmandatees) whose names appear in the registerof members of the Company as at the close of9th June 2012, being the record date fixed bythe board at its meeting held on 30th May 2012.
4. The register of members and the share transferbooks of the Company will remain closed forfour days, from 18th September 2012 to21st September 2012, both days inclusive, forthe purpose of annual general meeting of theCompany, in terms of Clause 16 of the ListingAgreement.
5. In terms of Section 205A read with Section 205Cof the Companies Act, 1956, the dividendsdeclared by the Company which remainunclaimed for a period of seven years will betransferred on due dates to the InvestorEducation and Protection Fund (IEPF) established
by the Central Government. The particulars of duedates for transfer of such unclaimed dividends toIEPF are furnished in the report on corporategovernance forming part of the annual report.
Members, who have not encashed their dividendwarrants, are requested to make their claim bysurrendering the unencashed warrantsimmediately to the Company.
6. Members holding shares in physical form, in theirown interest, are requested to dematerialize theshares to avail the benefits of electronic holding/trading.
7. Members are requested to notify any change intheir address to the Company immediately.Members holding shares in electronic form arerequested to advise change of correspondenceand e-mail addresses to their depositoryparticipants.
8. As a measure of economy, copies of the annualreport will not be distributed at the annual generalmeeting. Members are, therefore, requested tobring their copies of the annual report to themeeting.
9. Members are requested to affix their signature atthe space provided on the attendance slipannexed to the proxy form and hand over the slipat the entrance of the meeting hall.
10. The Ministry of Corporate Affairs vide circular nos.17/2011 and 18/2011 dated 21st April and29th April 2011 respectively, has undertaken a"Green Initiative in Corporate Governance" andallowed companies to send communications tothe shareholders including Notices / AnnualReports / documents through electronic mode.Members are requested to support this greeninitiative by registering / updating their e-mailaddresses, in respect of shares held indematerialized form with their respectivedepository participants and in respect of sharesheld in physical form with the share transfer agentand also to confirm receiving the said documentsthrough electronic mode, if required.
11. In terms of clause 49(IV)(G) of the ListingAgreement with the Stock Exchanges, a briefresume of the directors, who are proposed to bere-appointed / appointed in this meeting, natureof their expertise in specific functional areas,their other directorships and committeememberships and their shareholdings and
6
HARITA SEATING SYSTEMS LIMITED
relationships with other directors in theCompany are given below:
I. Mr Martin Grammer
Born on 5th June, 1960 in Amberg, Germany,Mr Martin Grammer holds a degree in BusinessEconomics from University Nuremberg,Germany. He was co-opted as a director by theboard on 21st January 2004.
He has vast experience in internationalmarketing and consultancy areas. He hasserved in internationally renowned companieswhich include Magna International Inc., Toronto,Canada, a leading supplier to the globalautomotive industry and Roland Berger &Partner, a leading international managementconsultant in Germany and Europe.
He held the position as Managing Director andmember of Executive Committee of Board ofGrammer AG, Germany for ten years, a leadingsupplier to the global automotive industry.During 2003 - 2008, he served as a member ofthe board of directors of GHE S.p.A, Milano,Italy, a leading supplier of European bus andtrain interiors industry with manufacturinglocations in Italy, Germany, Spain, UK, CzechRepublic and Mexico.
He does not hold any position as a director inany Indian company or a member of anycommittee of directors of any other companyand he is not related to any director of theCompany.
He holds 10,87,600 equity shares of theCompany.
II. Mr Ram Natarajan
Born on 7th April 1956, Mr Ram Natarajan is aMechanical Engineer from REC, Trichy, withMBA in Finance & Operations from Universityof Alberta, Edmonton, Canada.
He has 30 years of rich experience in plantoperations, supplier development, productdevelopment, cost optimization, quality systemsand TQM practices in companies like BharatElectronics, Philips India, General Motors,Whirlpool India & Sono-Koya Group. He alsoheld the position of CEO in Magenti Marelli-SKH.
He was co-opted as an additional director of theCompany by the board on 10th November 2011.
He holds the position as director in Uranus AutoSeat Trims Private Limited. He does not holdany position as a member of any committee ofdirectors of any other company.
He does not hold any share in the Companyand he is not related to any director of theCompany.
ANNEXURE TO NOTICE
Explanatory statement pursuant to Section173(2) of the Companies Act, 1956
The following explanatory statement sets out all thematerial facts relating to the special businessesmentioned in the accompanying Notice dated30th May 2012 and shall be taken as forming part ofthe Notice.
Item No. 4
Mr Ram Natarajan was appointed as an additionaldirector of the Company effective 10th November2011. Mr Ram Natarajan will hold office only uptothe date of this annual general meeting, in terms ofSection 260 of the Companies Act, 1956.
A notice has been received from a member of theCompany under Section 257 of the Companies Act,1956, along with a deposit of Rs.500/- signifying hisintention to propose the candidature of Mr RamNatarajan and move the ordinary resolution set outin Item No.4 of this Notice.
The directors recommend the said resolution to beapproved as an ordinary resolution by theshareholders.
None of the directors, except Mr Ram Natarajan, isdeemed to be interested or concerned in thisresolution.
Item No. 5
Mr A G Giridharan, President of the Company, wasappointed as Manager under the Companies Act,1956 (the Act) for a period of three years effective11th November 2009 on a remuneration payable,within the limit of -
(i) Rs.48 lakhs per annum, and when the Companyhas no profits or inadequate profits, based onthe 'effective capital' during the currency of histenure for a period of three years; and
7
HARITA SEATING SYSTEMS LIMITED
(ii) 5% of profits, should the Company haveadequate profits to pay up to this limit ofRs.48 lakhs per annum during these periods;
as per the terms and conditions approved by theboard, at its meeting held on 27th July 2009, andlater by the shareholders, at the annual generalmeeting held on 7th September 2009. The aforesaidoverall limit of remuneration of Rs.48 lakhs perannum approved comprised of -
(i) Salary and commission on profits orperformance linked incentive or bonus, subjectto a ceiling of Rs.24 lakhs per annum; and
(ii) Perquisites and allowances, i.e perquisites likeunfurnished accommodation / house rentallowance, conveyance allowance, medicalreimbursement, leave travel assistance for selfand family, club fees, medical / personalaccident insurance premia and other benefitsor amenities, in aggregate restricted to a sumnot exceeding Rs.24 lakhs, per annum.
The shareholders also conferred powers upon theboard to determine the quantum of individual itemsof his remuneration for each financial year, subjectto the said overall limit, calculated in accordance withthe provisions of Sections 349 and 350 of the Act.
The board, at its meeting held on 30th May 2012,based on the recommendation and approval of theremuneration committee of directors at its meetingheld on 15th March 2012, approved a revision in hisremuneration, after taking into consideration hiscontribution to the growth of the Company and theprofitability of the Company.
The board also approved the revision, subject tothe approval of the shareholders by way of a specialresolution, by increasing the said overall limit toRs.54 lakhs per annum effective 1st April 2011 fromRs.48 lakhs per annum, by enhancing the quantumof maximum remuneration, payable under the head"Salary and commission on profits or performancelinked incentive or bonus, from Rs.24 lakhs toRs.30 lakhs per annum" effective from 1st April 2011,for the period commencing from 1st April 2011 to10th November 2012.
All other terms and conditions of appointment andremuneration, as approved by the shareholders atthe annual general meeting of the Company heldon 7th September 2009, remain unchanged.
An abstract of the variation in terms of remunerationpayable to Mr A G Giridharan, President asManager, pursuant to Section 302 of the Act hasbeen sent separately.
The directors, therefore, recommend the resolution,as set out in item no.5 of the Notice to be approved,as a special resolution, by the shareholders of theCompany.
None of the directors is deemed to be interested orconcerned in the resolution.
Item No:6
Mr A G Giridharan, President of the Company, wasappointed as "Manager" under the Companies Act,1956 for a period of three years from 11th November2009 on the terms and conditions approved by theshareholders of the Company at the annual generalmeeting held on 7th September, 2009. His presentterm of office will expire on 10th November 2012.
It is proposed to re-appoint him as Manager, for afurther period of three years effective 11th November2012 on such terms and conditions, as set out indetail in the resolution in item No.6 of the Noticeand in terms of the agreement entered into with himby the Company and subject to the approval of theshareholders in the ensuing annual general meetingof the Company.
An abstract of the terms of re-appointment andremuneration of Mr A G Giridharan, President asManager, pursuant to Section 302 of the Act hasbeen sent separately.
The directors, therefore, recommend the resolutionas set out in item no.6 of the Notice to be approvedas a special resolution, by the shareholders of theCompany.
None of the directors is deemed to be interested orconcerned in the resolution.
Inspection of documents:
The documents referred to in the explanatorystatement will be available for inspection at theregistered office of the Company between 10.00 a.m.and 12.00 noon on all working days except Saturdaysupto the date of Annual General Meeting.
By order of the Board
Chennai N Iswarya Lakshmi30th May 2012 Company Secretary
Registered Office:"Jayalakshmi Estates"No.29 (Old No.8), Haddows RoadChennai 600 006
8
HARITA SEATING SYSTEMS LIMITED
Directors’ Report to the Shareholders
The directors have pleasure in presenting thesixteenth annual report of the Company and theaudited accounts for the year ended 31st March
2012.
1. FINANCIAL HIGHLIGHTS
(Rs. in lakhs)
Year ended Year ended31.3.2012 31.3.2011
Sales and other income 30890.03 24231.80
Gross profit before financialcosts, depreciation andamortization expensesand tax 2,364.22 594.85
Financial costs 663.70 747.29
Depreciation andamortization expenses 434.38 431.66
Profit / (Loss) beforeexceptional items and tax 1,266.14 (584.10)
Exceptional items (income) 151.82 –
Profit before tax 1,417.96 (584.10)
Provision for taxation 295.95 (74.11)
Profit / (Loss) after tax 1,122.01 (509.99)
Add: Surplus brought forward (493.99) 17.20
Profit / (Loss) available forappropriation 628.02 (492.79)
Appropriations:
Tax relating to earlier years (3.25) (1.20)
Proposed Interim Dividend 271.92 –
Dividend tax payable 27.48 –
Transfer to general reserve 112.20 –
Surplus in profit and lossstatement carrried
forward 213.17 (493.99)
2. DIVIDEND
The board of directors of the Company at theirmeeting held on 30th May 2012, declared aninterim dividend of Rs.3.50 per share for the year
ended 31st March 2012, absorbing a sum of
Rs.299.40 lakhs (including dividend distribution
tax) on 77,69,040 equity shares of Rs.10/- each
fully paid up. The same will be paid on or after
11th June 2012.
The directors of the Company do not recommend
any further dividend for the year under
consideration.
3. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
The Company provides complete seating
solutions for driver and cabin seating for
commercial vehicles, tractors and construction
equipments, as well as passenger seats for
buses across all segments and has established
itself as a leader in these segments in the country
for seating systems. The Company has also
developed and established a good supply
relationship with a Global OEM for export of
seats to the United States.
INDUSTRY STRUCTURE AND DEVELOPMENTS
In 2011-12, the economy grew only at 6.9%,
signalling a slowdown after two years of growth
at 8.4%. The industrial sector grew moderately
by 3.9% as against 7.2% last year. This
slowdown can be attributed to contraction in
demand from manufacturing and mining sectors.
Manufacturing sector grew by 3.9% as against
7.6% last year. Mining sector declined by 2.2%
as against 5% growth last year.
During the fiscal year 2011-12, the Rupee
depreciated to Rs. 50.87 / USD by March 2012
from Rs. 44.65 in March 2011. In the current
year (2012-13), it has slided down further.
All segments of the Indian automotive industry
registered growth during 2011-12. The following
table highlights the segment wise industry sales
figures in vehicle units.
Category 2011-12 2010-11 GrowthNos. Nos. %
Medium andHeavy CommercialVehicles (M & HCV) 376618 351229 7
Light CommercialVehicles (LCV) 525577 399225 32
9
HARITA SEATING SYSTEMS LIMITED
Buses - M & HCV 58704 57539 2
Cars & MUVs(Multi Utility Vehicles) 3129250 2973296 5
Tractors 596500 544495 10
Three wheelers 877127 795989 10
Two wheelers 15382967 13324714 15
[ Source: SIAM, TMA ]
Added to the industrial growth, the Company was
able to capture additional share of business from
key customers, resulting in the overall sales of
the Company growing by 27% in 2011-12. These
customers were from the commercial vehicle
and tractor segments. Additional efforts taken
by the Company to penetrate the Bus passenger
segment had yielded results.
The Company registered sales at Rs.307 Cr in
2011-12 (Rs.241 Cr in 2010-11). The Company's
export sales registered a growth of 28% to
Rs.27.57 Cr on account of higher volumes of
new products introduced during Q4 of 2010-11.
During the year, the Company registered a
turnaround in profitability recovering from a loss
situation during the previous year. Capacity at
specific vendors was improved. Lean
manufacturing initiatives were introduced
in-house, ensuring improved deliveries and
eliminating air-freights. The Company's
continued efforts to get compensation for raw
material increase in all products were partially
successful. Along with this compensation, the
implementation of cost reduction projects across
all functions and plants has enabled the Company
to post a profit before tax of Rs.14.18 Cr in
2011-12.
OPPORTUNITIES AND THREATS
The Company maintains the leadership position
in the tractor segment in the domestic market.
The Company has laid down strategies to develop
products in the high volume segment for the
domestic market.
The Company continues to supply products to
export markets and has also laid down strategies
to increase export sales. The growth in
off-road equipments (construction equipments)
presents a good opportunity for the Company to
explore for better prospects.
The Company continues to be the market leader
in the deluxe segment of bus passenger seats
with a wide range of seats with all the features.
The Company expects the deluxe bus passenger
segment to grow with more features added in the
products which can be an area for Company's
further growth. The Company has obtained new
business for supply of seats from OEMs who have
entered the Indian market for the deluxe buses.
It is expected that, this will help the Company to
maintain its leadership position.
The Company is focusing on product innovation
by developing feature-rich products as well as
optimizing product cost to create more value
addition to customers.
Several seating companies have established their
manufacturing facilities in India either directly or
through joint ventures. This development poses
a significant competitive threat. The Company has
developed and deployed strategies in product
development, marketing and manufacturing
areas to capture the additional opportunities
offered by the market and to address and counter
these competitive threats.
The likely economic slow-down in the coming
years is a threat not just to the Company alone
but to the entire industry as well. The Company
has been taking preventive measures to contain
costs. The Company has initiated implementation
of Lean Manufacturing concept across all its
manufacturing locations to reduce cost and to stay
competitive.
PRODUCT-WISE PERFORMANCE
The Company was able to post 27% growth in
the overall sales. The Company posted 35%
growth in commercial vehicle segment, 28% in
tractor segment, 27% in bus passenger segment
and 36% for the export market.
Category 2011-12 2010-11 GrowthNos. Nos. %
10
HARITA SEATING SYSTEMS LIMITED
BUSINESS OUTLOOK AND OVERVIEW
The projected GDP growth is 6.0-6.5% in2012-13. In the automotive sector, the M & HCVand LCV segments are estimated to grow muchbelow the last year's growth level and theCompany estimates a very moderate growth for2012-13. Tractor and bus passenger segmentsare estimated to have a flat growth. As a result,the Company's sales are likely to register only avery moderate growth in 2012-13.
In order to increase the share of business withkey OEM customers, the Company is in theprocess of implementing its strategy for creatingassembly locations close to customers. Further,the Company has developed new products witha platform concept for all segments, which willenable gaining additional market share.
RISKS AND CONCERNS
Higher interest rates, fuel price increase andincrease in excise duty are expected to impactthe commercial vehicles and bus industry. Theslowdown in growth of the OEMs may affect theirprofitability adversely and in turn, the OEMs mayput further pressure on cost reduction from theCompany. The Company is working closely withits suppliers to improve their operationalefficiency and to maintain the cost base in spiteof reduced volume growth.
Low crop yield, poor rain fall, and slow down ininfrastructure growth are hampering the tractorindustry growth. The Company plans to developadditional products to maintain its growth plans.The Company continues its focus to improveproduct quality to gain greater customerconfidence.
The Rupee depreciation is expected to prevailin 2012-13 also. The risk due to fluctuations inforeign exchange is mitigated by taking suitableforex cover.
OPERATIONS REVIEW
a. Manufacturing:
By imparting training to key employees in
the manufacturing areas, improvements in
facility and also reduction of costs are
expected to be achieved.
Further improvements of Lean Manufacturing
initiatives will help the Company in containing
manufacturing costs.
b. Quality:
The Company is certified for TS 16949. The
Quality laboratory in the Company is certified
by National Accreditation Board for Testing
and Calibration Laboratories (NABL) for
conformance to ISO/IEC 17025. The quality
system at the factories aims at achieving total
customer satisfaction through its focus on
improving product quality. Consistently, we
have been achieving improved quality levels
at the customer-end, both in their line and
warranty quality. Apart from use of quality
techniques such as Poka-yokes and improved
process control, this quality improvement is
aided by the Company's continuous
improvement culture and total employee
involvement.
100% employee participation in the
Company's improvement programmes like
suggestion schemes, Quality Control Circle
Competition projects and Supervisory
Improvement Team projects continued
successfully for the 11th year in succession.
c. Focus on Cost:
The Company is closely studying costs at
every activity level for identifying cost
reduction projects for implementation by
means of value engineering, eliminating
wastages in the supply chain and by
productivity improvement projects.
The successful implementation of the
Lean Manufacturing concepts in Hosur has
also yielded cost saving. As mentioned
above, these initiatives will continue in
2012-13 also.
11
HARITA SEATING SYSTEMS LIMITED
Year ended Year endedParticulars 31st March 2012 31st March 2011
Rs. in lakhs % Rs. in lakhs %
Income:
Sales 30,664.18 99.27 24,078.27 99.37
Other Income 225.85 0.73 153.53 0.63
Total Income 30,890.03 100.00 24,231.80 100.00
Expenditure:
Raw materials and components consumed 23,281.47 75.37 19,097.79 78.81
Staff cost 2,266.06 7.34 1,924.91 7.94
Stores and tools consumed 58.00 0.19 72.87 0.30
Power and fuel 206.59 0.67 181.69 0.75
Repairs and maintenance 451.87 1.46 254.20 1.05
Carriage outward & Packing expenses 903.53 2.92 1,034.64 4.27
Other expenses 1,358.29 4.40 1,070.85 4.42
Financial costs 663.70 2.15 747.29 3.08
Depreciation and amortization expenses 434.38 1.41 431.66 1.78
Total expenditure 29,623.89 95.90 24,815.90 102.41
Profit/(Loss) before exceptional items and tax 1,266.14 4.10 (584.10) (2.41)
Exceptional items (income) 151.82 0.49 – –
Profit before tax 1,417.96 4.59 (584.10) (2.41)
Provision for taxation - Current tax 299.04 0.97 – –- Deferred tax (3.09) (0.01) (74.11) (0.31)
Profit / (Loss) after tax 1,122.01 3.63 (509.99) (2.10)
EBITDA/Turnover % 7.65 2.45
Profit/(Loss)before tax/turnover % 4.10 (2.41)
Return on capital employed % 25.88 1.92
Return on net worth % 40.63 (19.66)
Earnings per share in Rs. 14.44 (6.56)
INTERNAL CONTROLS AND THEIRADEQUACY
The Company has a proper and adequateinternal control system to ensure that all assetsare safeguarded and protected against loss fromunauthorized use or disposition and thosetransactions that are authorized and recordedare reported correctly. The internal controls are
supplemented by an extensive programme ofinternal audits, review by management anddocumented policies, guidelines andprocedures. The status of the observations madeduring the internal audit is reviewed by the auditcommittee of directors and concerns, if any, arereported to the board periodically. Suggestionsof the members are duly incorporated and status
d. Financial performance:
The financial and operational performance of the Company for the year 2011-2012, as compared to
the previous year 2010-2011, is as follows:
12
HARITA SEATING SYSTEMS LIMITED
update of the same is periodically reported tothe audit committee of directors.
HUMAN RESOURCE DEVELOPMENT
The dedicated efforts by all employees acrossthe hierarchy towards the aligned set of goalsduring policy deployment have helped theCompany to register a turnaround performancefor 2011-12. The Company places on record itsdeep appreciation for the exemplary contributionof the employees at all levels.
The Company continues to follow the programfor induction of fresh management trainees andfunctional specialists this year as well. TheCompany continues to adhere to the process oftraining needs identification and providingtraining as per plan, which has helped to improvethe employee skill levels. The Company'sindustrial relations continue to be cordial.
As of 31st March 2012, the Company had 338employees on its rolls.
COMMUNITY DEVELOPMENT AND SOCIALRESPONSIBILITY
Through the Srinivasan Services Trust, theCompany facilitates the process of sustainabledevelopment of the local communities where theCompany operates. Apart from economicdevelopment through Self Help Groups andadvocacy, the focus areas include humanand livestock health care, quality education,provision / maintenance of infrastructure as wellas conservation of the environment.
Since the Company has plants at Hosur,Ranjangaon and Nalagarh, the focus for thecommunity development activities has been inBelagondapalli village, Hosur in Tamil Nadu andvillages around Ranjangaon and Pune inMaharashtra.
CAUTIONARY STATEMENT
Statements in the management discussion andanalysis report describing the Company'sobjectives, projections, estimates, expectationsmay be forward looking statements within themeaning of applicable Securities Laws andRegulations. Actual results could differ materiallyfrom those expressed and implied. Important
factors that could make a difference to theCompany's operations include, among otherthings, economic conditions affecting the demand,supply and price conditions in the domestic andinternational markets in which the Companyoperates, changes in government regulations, taxlaws and other statutes and incidental factors.
4. SUBSIDIARY COMPANY
As on the date of this report, Harita FehrerLimited, Chennai (HFRL) is the only subsidiaryof the Company.
HFRL is a material non-listed Indian subsidiaryin terms of sub-clause III of Clause 49 of theListing Agreement, as the total turnover of thesubsidiary exceeds 20% of the consolidatedturnover of the Company.
The Company is fully compliant with theprovisions as specified in sub-clause III of Clause49 of the Listing Agreement. During the financialyear 2011-12, HFRL achieved an income ofRs. 294.76 Cr and registered a profit after tax ofRs. 11.04 Cr. It had declared a maiden dividendof 10% for the year 2011-2012.
5. CONSOLIDATED FINANCIAL STATEMENTS
The annual accounts of the subsidiary for theyear ended 31st March 2012 is consolidated withthe accounts of the Company in accordance withAccounting Standards as prescribed underSection 211(3C) of the Companies Act, 1956and as required under the Listing Agreement.These financial statements disclose the assets,liabilities, income, expenses and other detailsof the Company and its subsidiary.
The Ministry of Corporate Affairs (MCA) vide itscircular No. 2 in file No. 51/12/2007-CL-III dated8th February 2011 has granted generalexemption under Section 212(8) of theCompanies Act, 1956 for holding companiesfrom attaching annual reports of subsidiariesalong with its annual report without seeking anyapproval of the Central Government. However,this is subject to fulfillment of conditions asstipulated in the said circular granting generalexemption to the holding company and passingof a resolution by the board of the holdingcompany in this regard.
13
HARITA SEATING SYSTEMS LIMITED
The board of directors at the meeting held on30th May 2012 passed necessary resolution forcomplying with all the conditions enabling thecirculation of annual report to the shareholdersof the Company without attaching all thedocuments of the subsidiary company, referredto in Section 212(1) of the Companies Act, 1956.
The annual accounts, reports and other documentsof the subsidiary company will be made availableto the members, on receipt of a request from them.The annual accounts of the subsidiary companywill be available at the registered office of theCompany and at the registered office of thesubsidiary company. If any member or investorwishes to inspect the same, it will be availableduring the business hours of any working day atthe registered office of the Company.
A statement giving the following information aboutHFRL consisting of (a) capital (b) reserves (c)total assets (d) total liabilities (e) details ofinvestment (f) turnover (g) profit before taxation(h) provision for taxation (i) profit after taxationand (j) proposed dividend, has been attached withthe consolidated balance sheet of the Companyin compliance with the conditions as provided inthe circular issued by MCA.
6. DIRECTORS
Mr Martin Grammer, director, retires at the ensuingannual general meeting of the Company and beingeligible, offers himself for re-appointment.
Mr Ram Natarajan was appointed as anadditional, non executive and independentdirector of the Company effective 10th November2011. Mr Ram Natarajan will hold office uptothis annual general meeting.
A notice in terms of Section 257 of theCompanies Act, 1956 has been received from amember of the Company signifying his proposalfor the appointment of Mr Ram Natarajan as adirector of the Company.
The brief resume of Mr Martin Grammer andMr Ram Natarajan, directors, have been detailedin the notice convening the annual generalmeeting of the Company. Appropriate resolutionsfor their re-appointment and appointment arebeing placed for approval of the shareholders atthe ensuing annual general meeting. Thedirectors recommend their re-appointment /appointment as directors of the Company.
7. AUDITORS
M/s.Sundaram & Srinivasan, CharteredAccountants, Chennai, retire at the ensuingannual general meeting and are eligible forre-appointment.
The Company has received a letter from them,stating that the appointment, if made, will bewithin the limit prescribed under Section 224(1B)of the Companies Act, 1956.
8. COST AUDITOR
MCA issued an industry specific Cost AuditOrder vide No. 52/26/CAB-2010 dated24th January 2012, thereby requiring all suchcompanies, which are in the manufacturingactivities of automotive components (coveredunder Central Excise Tariff Chapter Nos. 84, 87)to appoint a Cost Auditor for auditing the costaccounting information effective 1st April 2012for the financial year 2012-13 and file a reportwith the Central Government, on or before 30th
September of every year.
The board of directors, in view of this industryspecific order, at their meeting held on 30th May2012 appointed M/s. Raman & Associates, CostAccountants, Chennai, as Cost Auditor forcarrying out the cost audit of the Company forthe financial year 2012-2013, subject to thecompliance of all the requirements, as stipulatedin circular no.15/2011 dated 11th April 2011issued by MCA and subject to the approval ofthe Central Government.
The Company has received a letter from the saidCost Audit firm, stating that the appointment,if made, will be within the prescribed limit underSection 224(1B) of the Act.
For the financial year under review, a CostCompliance report will be obtained and filed withMCA on or before 30th September 2012 in termsof Companies (Cost Accounting) Records Rules,2011.
9. CORPORATE GOVERNANCE
The Company has been practicing the principlesof good corporate governance over the yearsand lays strong emphasis on transparency,accountability and integrity.
14
HARITA SEATING SYSTEMS LIMITED
A separate section on Corporate Governanceand a certificate from the statutory auditors ofthe Company regarding compliance ofconditions of Corporate Governance asstipulated under Clause 49 of the ListingAgreement with the Stock Exchanges form partof the Annual Report.
The president and the general manager - financeof the Company have certified the financialstatements and other connected matters inaccordance with Clause 49(V) of the ListingAgreement pertaining to CEO/CFO certificationfor the financial year ended 31st March 2012.
10. STATUTORY STATEMENTS
a. Conservation of energy, technologyabsorption and foreign exchange earningsand outgo:
As per the requirements of Section 217(1)(e)of the Companies Act, 1956, read with TheCompanies (Disclosure of Particulars in theReport of Board of Directors) Rules, 1988,information regarding conservation ofenergy, technology absorption and foreignexchange earnings and outgo are given inAnnexure I to this report.
b. Particulars of employees:
There is no employee receiving remunerationin excess of the limits prescribed under Section217 (2A) of the Companies Act, 1956, readwith the Companies (Particulars of Employees)Rules 1975 as amended.
c. Public Deposits:
The Company has not accepted any depositfrom the public within the meaning of Section58A of the Companies Act, 1956, for the yearended 31st March 2012.
d. Directors' Responsibility Statement:
Pursuant to the requirement of Section217(2AA) of the Companies Act, 1956 withrespect to directors' responsibility statement,it is hereby confirmed:
(i) that in the preparation of annual accountsfor the financial year ended 31st March
2012, the applicable accountingstandards had been followed and therewere no material departures;
(ii) that the directors had selected suchaccounting policies and applied themconsistently and made judgements andestimates that were reasonable andprudent so as to give a true and fair viewof the state of affairs of the Company atthe end of the financial year and of theprofit of the Company for the year underreview;
(iii) that the directors had taken proper andsufficient care for the maintenance ofadequate accounting records inaccordance with the provisions of theCompanies Act, 1956 for safeguardingthe assets of the Company and forpreventing and detecting fraud and otherirregularities; and
(iv) that the directors had prepared theaccounts for the financial year ended 31st
March 2012 on a "going concern basis".
11. ACKNOWLEDGEMENT
The directors acknowledge the support and co-operation received from the promoters, HaritaGroup and Mr Martin Grammer.
The directors thank the customers, suppliers,financial institutions and bankers for theirvaluable support and assistance.
The directors wish to place on record theirappreciation of the sincere efforts of all theemployees of the Company during the yearunder review.
The directors also thank the shareholders fortheir continued faith in the Company.
For and on behalf of the Board
Chennai H LAKSHMANAN30th May 2012 Chairman
15
HARITA SEATING SYSTEMS LIMITED
A. CONSERVATION OF ENERGY
1. Measures taken:
• Energy conservation in shop floor lighting by
introduction of T5 fittings;
• Introduction of auto shut off valves for air
lines;
• Introduction of auto cut off timers for air
conditioners;
• Power factor improvement;
• Reduction in energy consumption through
replacement of Thin Film Transistor (TFT)
monitors;
• Water pressure switches for canteen
submersible pumps; and
• Electronic ballast changing in tube lights.
The above measures had resulted in an annual
saving of Rs. 8.25 lakhs.
2. Proposed measures:
• Introduction of T5 fittings in shop floor and
street lights;
• Replacement of TFT monitors;
• Introduction of light pipes in office building;
• Introduction of auto shut off valves for air
lines in assembly section;
• Sustainment of power factor in electrical
distribution system; and
• Introduction of solar heating at canteen.
The above measures will result in an annual
saving of about Rs.11 lakhs.
Annexure I to the Directors' Report for the year ended 31st March 2012 - Informationpursuant to Section 217(1)(e) of the Companies Act, 1956
B. TECHNOLOGY ABSORPTION
Research & Development (R&D)
1. Specific areas in which R&D is carried out in
the Company:
• Seats developed for agricultural tractors;
• Seats developed for residential lawn
mowers and agricultural transport
vehicles;
• Seat design and development initiated
for construction equipment; and
• Designed and developed seats for
Daimler India's "Bharat Benz" trucks.
2. Benefits derived as a result of above
measures:
• Enhanced sales;
• Reduced lead time to respond to
customer; and
• Increase in new product sales.
3. Future plan of action:
• Development of seating systems with
additional features for improving the
safety and comfort levels of passengers
in the bus passenger segments; and
• Development of high end commercial
vehicle driver seat.
16
HARITA SEATING SYSTEMS LIMITED
4. Expenditure on R&D:
(Rs. in lakhs)
(i) Capital expenditure 4.1
(ii) Revenue expenditure 330.1
Total R&D expenditure 334.2
Percentage of sales 1.1%
5. Technology absorption, adaptation and
innovation:
(i) Efforts in brief:
• Development of commonized
structural design, parts and raw
materials standardization to reduce
product cost.
(ii) Benefits derived as a result of the above
are:
• Price competitiveness; and
• Improvement in Supply chain
management.
(iii) Details relating to imported technology:
• NIL
C. FOREIGN EXCHANGE EARNINGS AND
OUTGO
1. Activities relating to export:
• During 2011-12, new orders for tractor
seats were obtained and delivered.
• The Company has been continuing its
efforts to increase the current volume of
export of tractor seats to USA.
2. Total foreign exchange earned and outgo:
(Rs. in lakhs)
Foreign exchange earned : 2,757.74
Foreign exchange used : 927.81
For and on behalf of the Board
Chennai H LAKSHMANAN
30th May 2012 Chairman
17
HARITA SEATING SYSTEMS LIMITED
1. Company’s philosophy on Code of
Governance
The Company believes in ensuring corporate
fairness, transparency, professionalism,
accountability and propriety in total functioning
of the Company, which are pre-requisites for
attaining sustainable growth in this competitive
corporate world. Obeying the law, both in letter
and in spirit, is the foundation on which the
Company's ethical standards are built. The
Company would constantly endeavour to
improve on these aspects.
The Company's corporate governance
philosophy has been further strengthened by
adopting a Code of Business Conduct and Ethics
and Code of Conduct for Prevention of Insider
Trading for members of the board and senior
management personnel.
2. Board of Directors
The board of directors (the board) which consists
of eminent persons with considerable
professional expertise and experience, provides
leadership and guidance to the management,
thereby enhancing stakeholders' value.
2.1 Composition and category of directors:
As of 31st March 2012, the board consists of
five directors. All are non-executive directors.
Out of the five non-executive directors, four
directors are independent directors.
Chairman is a non-executive and independent
director. The number of independent directors
is more than one third of the Board’s total
strength. Thus, the Company meets with the
requirements of composition of the board as
per the Listing Agreement.
2.2 Board Meetings:
The Company, in consultation with the
directors, prepares and circulates a tentative
Report on Corporate Governance
annual calendar for meetings of the
committees / board in order to assist the
directors for planning their schedules to
participate in the meetings.
The Company regularly places before the
board, for its review, the information as
required under Annexure 1A to Clause 49 of
the Listing Agreement such as annual
operating plans, capex budget and its
quarterly updates, quarterly results, minutes
of meetings of audit committee and other
committees of the board, quarterly details of
foreign exchange exposures, report on
compliance of all laws applicable to the
Company and steps taken by the Company
to rectify instances of non-compliances,
if any, etc.
Comprehensively drafted notes for each
agenda item along with back ground
materials, wherever necessary, are
circulated well in advance to the committee/
board members, to enable them for making
value addition as well as exercising their
business judgment in the committee / board
meetings. Presentations are also made by
the business heads on the Company's
operations in board meetings.
During the year 2011-2012, the board met
four times viz., on 2nd May 2011, 3rd August
2011, 10th November 2011 and 7th February
2012 and the gap between two meetings did
not exceed four months.
2.3 Attendance and other directorships:
The details of attendance of the directors at
the board meetings during the year and at
the last annual general meeting held on
19th September 2011 and also the number
of other directorships and committee
memberships / chairmanships as on
31st March 2012 are as follows:
18
HARITA SEATING SYSTEMS LIMITED
Attendance Number of directorships andParticulars committee memberships /
chairmanships
Name of the Directors Category Board Last Other Committee Committee(M/s.) Meeting Annual director- memberships@ chairman-
General ships* shipsMeeting
H Lakshmanan NE-I 4 Yes 20 10 4
S I Jaffar Ali NE-I 4 Yes – 2 –
Martin Grammer NE-NI 4 Yes – – –
C N Prasad NE-I 4 Yes 8 8 –
Ram Natarajan NE-I 2 – 1 – –(Appointed with effect
from 10th November 2011)
* includes private companies@ includes Committees where the director is also a chairman
NE-I : Non Executive - Independent director
NE-NI : Non Executive - Non Independent director
None of the directors on the board is a member of more than 10 board level committees or chairman of morethan 5 such committees across all the companies in which they are directors. Chairmanship / membership ofcommittees include only audit and shareholders / investors' grievance committees, as covered under Clause49 of the Listing Agreement, as per the disclosures made by the directors.
departments concerned. Action taken reporton decisions taken in the previous meetingsof the board / committee is regularly placedat every succeeding meeting of the board /committee for reporting the compliance.
2.5 Code of Business Conduct and Ethics forboard and senior management personnel(the Code):
The Company has in place, a duly adoptedCode approved by the board. The Code hasbeen communicated to directors and thesenior management personnel. The Codehas also been displayed on the Company'swebsite www.haritaseating.com.
All the members of the board and seniormanagement personnel have affirmedcompliance with the Code for the year ended31st March 2012. The annual report containsa declaration to this effect signed by thepresident and the company secretary ascompliance officer for the Code.
2.4 Access to information and Updation todirectors:
The board reviews all information providedperiodically for discussion and considerationat its meetings in terms of Clause 49 of theListing Agreement. Functional heads arepresent whenever necessary and apprise allthe directors about the developments. Theyalso make presentations to the board andaudit committee of directors.
Apart from this, the observations of auditcarried out by the internal auditors and thecompliance report on payment of statutoryliabilities submitted by the statutory auditorsof the Company are being placed anddiscussed with the functional heads by thecommittee / board. The board also reviewsthe declarations made by the president andthe company secretary regarding complianceof all applicable laws on quarterly basis.
Decisions taken at the board / committeemeetings are communicated to the
19
HARITA SEATING SYSTEMS LIMITED
2.6 Appointment of directors:
In terms of clause 49(IV)(G) of the ListingAgreement with the Stock Exchanges, a briefresume of the directors, proposed to beappointed / re-appointed, nature of theirexpertise in specific functional areas, theirother directorships and committeememberships, their shareholdings and theirrelationships, if any, with other directors areprovided in the Notice convening the ensuingannual general meeting of the Company.
3. Audit Committee
The primary objective of the Audit Committee isto monitor and provide effective supervision ofthe management's financial reporting processwith a view to ensure accurate, timely and properdisclosures and transparency, integrity andquality of financial reporting.
3.1 Brief description of terms of reference:
The Audit Committee of the Company isentrusted with the responsibility to supervisethe Company's internal control and financialreporting process and inter alia performs thefollowing functions:
a. Overviewing the Company's financialreporting process and the disclosure offinancial information.
b. Reviewing with the managementquarterly and annual financial statementsbefore submission to the board forapproval with particular reference to thematters specified in the ListingAgreement.
c. Reviewing the statement of related partytransactions and transactions withcompanies in which one (or) moredirector(s) of the Company is / aredeemed to be interested / concerned.
d. Discussing the nature and scope of auditincluding internal audit prior to thecommencement of the audit and areasof concern, if any, arising post audit.
e. Reviewing the reports of internal auditorsand ensuring that adequate follow-upaction is taken by the management onobservations and recommendationsmade by the internal auditors.
f. Reviewing the findings of any internalinvestigations by the internal auditors intomatters where there is suspected fraudor irregularity or a failure of internal controlsystem of a material nature, if any.
g. Recommending to the board theappointment / re-appointment /replacement of the statutory auditors &cost auditors and the fees payable foraudit and approving the payment for anyother services rendered by the statutoryauditors.
h. Reviewing the adequacy of internal auditfunctions and systems, structure,reporting process, audit coverage andfrequency of internal audit.
i. Reviewing of management discussionanalysis of financial conditions andresults of operations and other mattersspecified under Clause 49 of the ListingAgreement.
j. Reviewing of financial statements, inparticular the investments made by theunlisted subsidiary.
k. Reviewing the cost audit report.
l. Reviewing with the management theannual financial statement beforesubmission to the board, and in particular:
a. Any changes in accounting policiesand practices;
b. Major accounting entries passedbased on exercise of judgment bymanagement;
c. Significant adjustments arising out ofaudit;
d. Compliance with AccountingStandards; and
e. Disclosure of contingent liabilities.
m. Approving the appointment of the ChiefFinancial Officer after assessing thequalifications, experience & background,etc. of the candidate.
n. In addition, review of such other functionsas envisaged under Section 292A of theCompanies Act, 1956 and Clause 49 ofthe Listing Agreement with StockExchanges.
20
HARITA SEATING SYSTEMS LIMITED
3.2 Composition, name of members and thechairman:
As at 31st March 2012, the Audit Committeeconsists of the following non-executive andindependent directors:
Name of the DirectorsPosition
(M/s.)
H Lakshmanan Chairman
C N Prasad Member
S I Jaffar Ali Member
Mr H Lakshmanan, Chairman of the AuditCommittee, is a non-executive andindependent director. Ms N Iswarya Lakshmi,Company Secretary acts as the Secretary ofthe Audit Committee.
Chairman of the Audit Committee was presentat the last annual general meeting held on 19th
September 2011.
The composition of the Committee is inaccordance with the requirements of Clause49 of the Listing Agreement read with Section292A of the Companies Act, 1956.
3.3 The particulars of meetings and attendanceby the members of the Committee, during theyear under review, are given in the table below:
Date of the Members presentmeeting (M/s.)
02.05.2011 H Lakshmanan,C N Prasad and S I Jaffar Ali
03.08.2011 H Lakshmanan,C N Prasad and S I Jaffar Ali
10.11.2011 H Lakshmanan,C N Prasad and S I Jaffar Ali
07.02.2012 H Lakshmanan,C N Prasad and S I Jaffar Ali
4. Subsidiary company
4.1 The Company's subsidiary Harita FehrerLimited is covered within the definition of"material non-listed Indian subsidiary" interms of Clause 49(III) of the ListingAgreement.
4.2 The board of directors of the said subsidiarycompany consists of two independentdirectors of the Company viz.,M/s.H Lakshmanan and C N Prasad, in termsof Clause 49 (III) of the Listing Agreement.
4.3 The Audit Committee of directors of theCompany reviews the financial statementsand in particular the investments made bythe unlisted subsidiary.
4.4 The minutes of the board meetings of theunlisted subsidiary are periodically placedbefore the board. The board is periodicallyinformed about all significant transactionsand arrangements entered into by theunlisted subsidiary.
5. Disclosures
5.1 Materially significant related partytransactions:
During the year, the Company has notentered into any transaction of materialnature with the directors, their relatives ormanagement, which is in conflict with theinterests of the Company.
The transactions with the related parties,namely its promoters, its subsidiary companyetc., of routine nature have been reportedelsewhere in the annual report as perAccounting Standard 18 (AS 18) issued byThe Companies (Accounting Standards)Rules, 2006 / The Institute of CharteredAccountants of India.
The Audit Committee is briefed, inter alia,on the following aspects:
(a) related party transactions undertaken bythe Company in the ordinary course ofbusiness;
(b) material individual transactions, if any,which were not in the normal course ofbusiness; and
(c) material individual transactions, if any,with related parties or others, which werenot at arm's length basis.
5.2 Disclosure of accounting treatment:
The Company follows Accounting Standardsissued by The Institute of CharteredAccountants of India / The Companies(Accounting Standards) Rules, 2006 and in
21
HARITA SEATING SYSTEMS LIMITED
the preparation of financial statements, theCompany has not adopted a treatmentdifferent from that prescribed in anyAccounting Standards.
5.3 Risk Management:
The Company has laid down procedures toinform the board about the risk assessmentand minimization procedures. Theseprocedures are periodically reviewed toensure that executive management controlsrisk through means of a properly definedframework.
5.4 Instances of non-compliances, if any:
There were no instances of non-compliancesby the Company, penalties and stricturesimposed on the Company by the StockExchanges or Securities and ExchangeBoard of India (SEBI) or any other statutoryauthorities on any matter related to capitalmarkets during the last three years.
5.5 Disclosure by senior managementpersonnel:
The senior management personnel havemade disclosures to the board relating to allmaterial, financial and other transactionsstating that they did not have any personalinterest that could result in a conflict with theinterest of the Company at large.
5.6 CEO and CFO Certification:
The president (CEO) and general manager -finance (CFO) of the Company have certifiedto the board on financial and other matters inaccordance with Clause 49(V) of the ListingAgreement pertaining to CEO/CFO certificationfor the financial year ended 31st March 2012.
5.7 Compliance with mandatory / non-mandatoryrequirements:
The Company has complied with allapplicable mandatory requirements in termsof Clause 49 of the Listing Agreement. Thenon-mandatory requirements have beenadopted to the extent and in the manner asstated under the appropriate headingsdetailed elsewhere in this report.
5.8 Code of Conduct for Prevention of InsiderTrading:
In compliance with the SEBI (Prohibition ofInsider Trading) Regulations 1992, asamended till date, the Company has a
comprehensive code of conduct forprevention of insider trading and the sameis being strictly adhered to by the directors,senior management personnel and otherpersons covered by this Code. The Codeexpressly lays down the guidelines and theprocedures to be followed and disclosuresto be made, while dealing with the shares ofthe Company and cautioning them on theconsequences of non-compliances thereof.
The Company regularly follows the closureof trading window prior to the publication ofprice sensitive information. The Companyhas been informing the directors, seniormanagement personnel and other personscovered by the Code about the same,advising not to trade in Company's securitiesduring the closure of trading window period.
5.9 Management Discussion and AnalysisReport
The management discussion and analysisreport forms part of the Directors' Report.
6. Remuneration Committee
6.1 The Company constituted a RemunerationCommittee of directors on 10th July 2009 withthe main objective to decide the Company'spolicy on specific remuneration packages forexecutive directors, if any, and managerincluding, payment of remuneration as perthe limits specified in terms of the provisionsof Schedule XIII and other applicableprovisions of the Companies Act, 1956 (theAct) and to have such additional powers, asmay be entrusted to them, from time to time,by the board, on other matters, includingpension rights and any compensation tomanagerial personnel.
6.2 The Committee comprises ofMr H Lakshmanan as Chairman, Mr C NPrasad and Mr S I Jaffar Ali as members. Allthe members of the Committee arenon-executive and independent directors.
6.3 The Committee earlier recommended theterms and conditions of the appointment ofMr A G Giridharan, President of theCompany, as Manager under the Act for aperiod of three years effective 11th November2009, on a remuneration payable within thelimit of -
22
HARITA SEATING SYSTEMS LIMITED
(i) Rs.48 lakhs per annum, when theCompany has no profits or inadequateprofits, based on the 'effective capital'during the currency of his tenure for aperiod of three years from 11th November2009 to 10th November 2012; or
(ii) 5% of profits, should the Company haveadequate profits to pay up to this limit ofRs.48 lakhs per annum during theseperiods.
The aforesaid terms and conditions ofappointment and remuneration were laterapproved by the board at its meeting heldon 27th July 2009 and by the shareholdersat their annual general meeting held on 7th
September 2009.
6.4 During the year under review, the Committeemet on 15th March 2012 and recommended -
(i) the revision in the remuneration payableto Mr A G Giridharan, President asManager, by increasing the overall limit ofremuneration to Rs.54 lakhs per annumfrom Rs.48 lakhs per annum in view of theadequacy of profits, by enhancing thequantum of maximum remuneration,payable under the head "Salary andcommission on profits or performancelinked incentive or bonus, from Rs.24 lakhsto Rs.30 lakhs per annum" effective from1st April 2011 and for the remaining periodof his tenure of office up to 10th November2012; and also
(ii) the re-appointment and remuneration ofthe managerial person for a further periodof three years effective 11th November2012, subject to the limits prescribed underSchedule XIII of the Act.
6.5 The details of the revised terms ofremuneration and re-appointment, in line withthe recommendations of the RemunerationCommittee of directors and as approved bythe board, are included in the Notice conveningthe ensuing annual general meeting of theCompany, for approval of the shareholders byway of special resolutions.
6.6 Details of remuneration paid to managerialpersonnel during the financial year 2011-2012:
Salary, performanceName & Position incentives, provident
fund & other allowances
Mr A G Giridharan,President cum Rs.51.47 lakhs
Manager
6.7 Remuneration to directors:
The directors of the Company do not drawany remuneration from the Company otherthan the sitting fees for attending themeetings of the board and committeesthereof.
Sitting fees of Rs. 2,500/- are paid to the non-executive directors for every meeting of theboard and / or committee thereof attendedby them, which is within the limits prescribedunder the Companies Act, 1956. Presently,the Company does not have a scheme forgrant of any stock option, either to thedirectors or employees of the Company.
6.8 Particulars of sitting fees paid to the directorsduring the financial year 2011-2012:
Name of the Directors Sitting fees paid(M/s.) (in Rs.)
H Lakshmanan 40,000
C N Prasad 40,000
S I Jaffar Ali 40,000
Martin Grammer 10,000
Ram Natarajan 2,500
Total 1,32,500
6.9 Details of shareholdings of non-executivedirectors in the Company as on 31st March2012:
Name of the No. of PercentageDirectors shares held to the
(M/s.) (face value of paid upRs.10/- each) capital
H Lakshmanan 2,020 0.03
Martin Grammer 10,87,600 14.00
C N Prasad – –
S I Jaffar Ali – –
Ram Natarajan – –
None of the directors of the Company isrelated to each other.
There are no other pecuniary relationshipsor transactions of the non-executive directorsvis-à-vis of the Company.
7. Investors’ Grievance Committee
7.1 The Investors' Grievance Committeeconsists of three members viz.,
23
HARITA SEATING SYSTEMS LIMITED
M/s. H Lakshmanan, C N Prasad andS I Jaffar Ali. Mr H Lakshmanan is thechairman of the Committee. All the membersof the committee are non-executiveindependent directors.
7.2 As required by SEBI, Ms N Iswarya Lakshmi,company secretary is the compliance officerof the Investors' Grievance Committee. Forany clarification/ complaint, the shareholdersmay contact Ms N Iswarya Lakshmi,company secretary.
7.3 The Committee oversees and reviews all thematters connected with share transfers,issue of duplicate share certificates and otherissues pertaining to shares. The Committeealso looks into redressal of investors'grievances pertaining to transfer of shares,non-receipt of annual report, non-receipt ofdeclared dividends etc. The Company, inorder to expedite the process of sharetransfers, has delegated the powerspertaining to share transfers to an officer ofthe STA. The Company, as a matter of policy,disposes off investor complaints within aspan of seven days.
7.4 The Company has not received any investorcomplaint during the year 2011-2012.
7.5 All requests for dematerialization of shareswere carried out within the stipulated timeperiod and no share certificate was pendingfor dematerialization.
7.6 Reconciliation of Share Capital Audit:
A qualified Practising Company Secretarycarries out a Reconciliation of Share Capital(RSC) Audit on a quarterly basis to reconcilethe total admitted capital with NationalSecurities Depository Limited (NSDL) andCentral Depository Services (India) Limited(CDSL) and the total issued and listed capitalof the Company and the report is placed forperusal of the Board.
The RSC audit report confirms that the totalissued and listed capital is in agreement withthe total number of shares in physical formand the total number of dematerializedshares held with NSDL and CDSL.
8. General Body Meeting
8.1 Location and time where the annual generalmeetings (AGM) were held during the lastthree years:
Year Location Date Time
2008-09 Narada Gana Sabha 07.09.2009 10.15 A.M(Mini Hall),No.314 (Old No.254),T.T.K. Road,Chennai 600 018.
2009-10 Kasturi Srinivasan Hall 06.09.2010 2.30 P.M.(Mini Hall)The Music Academy,No.168 (Old No.306),T.T.K. Road,Chennai 600 014.
2010-11 Narada Gana Sabha 19.09.2011 10.15 A.M(Mini Hall),No.314 (Old No.254),T.T.K. Road,Chennai 600 018.
8.2 Special resolutions passed in the previousthree AGMs:
During the last three years, namely 2008-09to 2010-11, approval of the shareholders wasobtained by passing special resolutions inrespect of the following:
YearSubject matter of Date ofspecial resolution AGM
2008-09 • Revision in payment of 07.09.2009
remuneration to Mr S Thiagarajan,
president, as manager under the
provisions of the Companies
Act, 1956.
• Appointment of Mr A G Giridharan,
president as manager under the
provisions of the Companies Act,
1956, effective 11th November 2009.
2009-10 Nil 06.09.2010
2010-11 Amending the articles of association
of the Company in terms of Section 31 19.09.2011
of the Companies Act, 1956
8.3 None of the subjects placed before theshareholders in the last / ensuing annualgeneral meeting required / requires approvalthrough Postal Ballot.
24
HARITA SEATING SYSTEMS LIMITED
10.5 Market price data:
The shares of the Company were not tradedduring the period from 1st April 2011 to 31st
March 2012 in MSE and BgSE but are regularlytraded in NSE. The shares of the Company arealso being regularly traded in BSE-INDONext
9. Means of communication to shareholders
The board believes that effective communicationof information is an essential component ofcorporate governance. The Company regularlyinteracts with shareholders through multiplechannels of communication such as resultannouncement, annual report, Company'swebsite and specific communications to StockExchanges, where the Company's shares arelisted / traded.
9.1 Quarterly Results:
The unaudited quarterly financial results ofthe Company were published in English andregional language newspapers. These arenot sent individually to the shareholders.
9.2 Newspapers wherein results normallypublished:
The results are normally published inBusiness Line and Makkal Kural.
9.3 Website:
The Company has in place a websiteaddressed as www.haritaseating.com. Thiswebsite contains the basic information aboutthe Company, e.g., details of its business,financial information, shareholding pattern,compliance with corporate governance,contact information of the designated officialsof the Company, who are responsible forassisting and handling investor grievancesand such other details as required underClause 54 of the Listing Agreement. TheCompany ensures that the contents of thiswebsite are periodically updated.
The Company has designated thefollowing e-mail IDs, namelyinvestorscomplaintssta@scl.co.in /ni.iswarya@scl.co.in for the purpose ofregistering complaints, if any, by the investorsand expeditious redressal of their grievances.
10. General shareholder information
10.1 Annual General Meeting:
Date and time : Friday, the 21st September, 2012at 10.00 A.M.
Venue : Kasturi Srinivasan Hall (Mini Hall)The Music Academy,No. 168, (Old No. 306),T.T.K. Road, Royapettah,Chennai - 600 014.
10.2 Financial calendars:Financial year : 1st April to 31st March
Financial Calendar (2012-2013) (Tentative)
Annual General : During August /Meeting (next year) September 2013
Financial reportingfor the quarter : Financial calendarended / ending
30th June 2012 : between 15th Julyand 15th August 2012
30th September 2012 : between 15th Octoberand 15th November 2012
31st December 2012 : between 15th Januaryand 15th February 2013
31st March 2013 : On or before 30th May 2013
10.3 Date of book closure : 18th September 2012 to21st September 2012(both days inclusive).
The board at its meeting held on 30th May 2012,declared an interim dividend of Rs. 3.50 per sharefor the year 2011-2012, absorbing a sum of Rs.299.40lakhs (including dividend distribution tax). The samewill be paid to the shareholders on or after 11th June2012. The directors do not recommend any furtherdividend for the year ended 31st March 2012.
10.4 Listing on Stock Exchanges:
Name of the Stock Exchanges
Madras Stock Exchange Ltd., (MSE)
Bangalore Stock Exchange Ltd., (BgSE)
National Stock Exchange of
India Limited (NSE) : HARITASEAT
(Stock Symbol)
ISIN allotted by Depositories : INE 939D01015
(Company ID Number)
Effective 7th January 2005, the equity shares of the
Company are regularly traded in BSE-INDONext under
scrip code 590043.
(Note : Annual listing fees and custodial charges for the
year 2012-13 have been paid to the above stock
exchanges and depositories.)
25
HARITA SEATING SYSTEMS LIMITED
10.7 Share Transfer Agent and share transfer
system:
a.With a view to render prompt and efficient
service to the shareholders, Sundaram-
Clayton Limited (SCL), which has been
registered with SEBI as share transfer agents
in Category II, has been appointed as the Share
Transfer Agent of the Company (STA). The
shareholders have also been advised about
this appointment of STA to handle share
registry work pertaining to both physical and
electronic segments of the Company effective
1st October 2004.
b.All matters connected with the share transfer,
dividends and other matters are handled by
the STA located at the address mentioned
elsewhere in this report.
c. Shares lodged for transfer are normally
processed within 10 days from the date of
lodgement, if the documents are clear in all
respects. All requests for dematerialization of
securities are processed and the confirmation
is given to the depositories within 7 days.
Grievances received from investors and other
miscellaneous correspondences relating to
change of address, mandates etc., are
processed by the STA within 7 days.
d.Certificates are being obtained and submitted
to Stock Exchanges, on half-yearly basis, from
a Company Secretary-in-practice towards due
compliance of share transfer formalities by the
Company within the due dates, in terms of
Clause 47(c) of the Listing Agreement with
Stock Exchanges.
e.Certificates have also been received from a
Company Secretary-in-practice and submitted
to the Stock Exchanges, on a quarterly basis,
for timely dematerialization of shares of the
Company and for reconciliation of the share
capital of the Company, as required under
SEBI (Depositories and Participants)
Regulations, 1996.
f. The Company, as required under
Clause 47(f) of the Listing Agreement,
has designated the following e-mail IDs,
namely investorscomplaintssta@scl.co.in /
ni.iswarya@scl.co.in for the purpose of
and the data relating to the trading in NSE andBSE - INDONext are given below:
(in Rs.)
MonthNSE BSE-INDONext
High Low High Low
April 2011 74.95 64.10 79.75 62.10
May 2011 72.00 64.65 76.00 61.05
June 2011 72.50 62.00 79.80 60.20
July 2011 85.95 67.15 89.25 74.00
August 2011 85.00 73.00 90.25 74.50
September 2011 82.80 65.00 86.45 63.25
October 2011 73.70 62.00 83.05 61.50
November 2011 93.60 65.00 99.20 67.55
December 2011 92.00 80.50 94.45 80.60
January 2012 96.95 87.40 98.60 86.50
February 2012 110.25 90.25 111.00 92.50
March 2012 119.95 101.00 121.00 103.00
10.6 Company's share price performance in
comparison to broad based indices - NSE Nifty
and BSE Sensex:
SHARE PRICE MOVEMENT
NSE NIFTY VS HSSL
SHARE PRICE MOVEMENT
BSE SENSEX VS HSSL
75
Apr. 2011 May June July Aug Sept Oct Nov Dec Jan 2012 Feb March
NSE NIFTY HSSL Price (in Rs.)
72 73
86 85 8374
94 9297
110
120
529653855199
46244832
532749435001
5482564755615750
Apr. 2011 May June July Aug Sept Oct Nov Dec Jan 2012 Feb March
BSE SENSEX HSSL Price (in Rs.)
8018503
80
89 9086
83
9994
99
111
121
174041775317194
1545516123
177051645416677
1819718846
7619136
26
HARITA SEATING SYSTEMS LIMITED
registering complaints, if any, by the investorsand expeditious redressal of their grievances.
g.Shareholders are, therefore, requested tocorrespond with the STA for transfer /transmission of shares, change of address andqueries pertaining to their shareholding,dividend, etc., at their address given in thisreport.
10.8 Shareholding pattern as on 31st March 2012:
Particulars No. of shares % toof Rs.10 each total
Shareholding of Promoterand Promoter Group
• Indian - Bodies Corporate 40,72,400 52.42
• Foreign - Individuals 10,87,600 14.00
Total (A) 51,60,000 66.42
Public Shareholding
Institutions
• Banks, Financial Institutionsand Insurance companies 200 –
Total (a) 200 –
Non-Institutions
• Bodies Corporate 11,67,548 15.03
• Individuals <1 lakh 13,38,148 17.22
• Individuals > 1 lakh 86,580 1.11
• NRI - Repatriable 12,164 0.16
• NRI - Non-Repatriable 4,400 0.06
Total (b) 26,08,840 33.58
Total (B)=(a)+(b) 26,09,040 33.58
Grand Total (A) + (B) 77,69,040 100.00
10.9 Distribution of Shareholding as on 31st March
2012:
Shareholding No. of % No. of %(Range) shares members
Upto 500 5,51,828 7.10 3069 82.50
501-1,000 3,00,865 3.87 376 10.11
1,001-2,000 2,44,683 3.16 166 4.46
2,001-5,000 2,13,379 2.75 69 1.85
5,001-10,000 1,40,426 1.81 19 0.51
10,001 & above 63,17,859 81.31 21 0.57
Total 77,69,040 100.00 3720 100.00
10.10 Dematerialization of shares:
All the Promoter’s holding consisting of51,60,000 equity shares of Rs.10/- each havebeen fully dematerialised.
Out of 26,09,040 equity shares of Rs.10/-each held by persons other than Promoters,20,99,411 shares have been dematerialisedas on 31st March 2012 accounting for80.47%.
10.11 The Company has not issued any GlobalDepository Receipt / American DepositoryReceipt / Warrant or any convertibleinstrument, which is likely to have impact onthe Company's equity.
10.12 Address for investor correspondence:
(i) For transfer / demate- : Sundaram-Clayton Limitedrialization of shares, Share Transfer Agent (STA)payment of dividend on Unit : Harita Seatingshares and any other Systems Limitedquery relating to the New No. 22, Old No. 31shares of the Company Railway Colony, 3rd Street,
Mehta Nagar,Chennai - 600 029.
(ii) For any query on Tel. : 044 - 2374 1889,annual report 044 - 2374 2939
Fax : 044 - 2374 1889
(iii) For investors’ grievance : Emailand general ni.iswarya@scl.co.incorrespondence investorscomplaintssta@scl.co.in
kr.raman@scl.co.insclshares@gmail.com
10.13 Plant Locations:Hosur : Belagondapalli,
Thally Road,Hosur - 635 114,Tamil Nadu, IndiaTel : 04347 - 233445Fax : 04347 - 233460Email : agiri@haritaseating.com
Ranjangaon : Plot No. A2,MIDC Industrial area,Ranjangaon,Koregaon Village,Shirur taluk,Pune - 412 210Maharashtra, IndiaTel : 02138 - 660742Email : agiri@haritaseating.com
Himachal : Chaurasia Road,Pradesh Pargana Plassi
Village Bhatian,Thesil NalagarhSolan District - 174 101Himachal Pradesh, IndiaTel : 01795 - 220562
Email : agiri@haritaseating.com
27
HARITA SEATING SYSTEMS LIMITED
11. Non-Mandatory Disclosure
The non-mandatory requirements have beenadopted to the extent and in the manner asstated under the appropriate headings detailedbelow:
11.1 The Board:
The non-executive directors of theCompany are liable to retire by rotationand if eligible, offer themselves for re-appointment. No policy has been fixedon determining specific tenure for theindependent directors.
11.2 Remuneration Committee:
The board has set up a remunerationcommittee on 10th July 2009.
11.3 Shareholder rights:
The half-yearly results of the Companyare published in English and Regionallanguage newspapers and are alsodisplayed on the Company's websitenamely www.haritaseating.com and inthe official website of the StockExchanges, where the shares of theCompany are listed / traded, as soon asthe results are approved by the board.The results are not sent to theshareholders individually.
11.4 Audit Qualifications:
The statutory financial statements of theCompany are unqualified.
11.5 Training of board members / mechanismfor evaluating non-executive directors:
The present board consists of well-experienced and responsible membersof society. All the directors are well awareof business model as well as the riskprofile of the business parameters of theCompany and their responsibilities asdirectors. Hence, in the opinion of theboard, they do not require any furthertraining. There is also no specificmechanism for evaluating theperformance of the non-executivedirectors of the Company.
11.6 Whistle Blower Policy:
The Company has not adopted whistleblower policy. However, the Company
has not denied access to any personnelto approach the management on anyissue.
12. Request to shareholders
Shareholders are requested to follow thegeneral safeguards / procedures as detailedhereunder in order to serve them efficiently andavoid risks while dealing in securities of theCompany.
12.1 Demat of Shares:
Shareholders are requested to converttheir physical holding to demat/ electronicform through any of the DepositoryParticipants (DPs) to avoid any possibilityof loss, mutilation etc., of physical sharecertificates and also to ensure safe andspeedy transaction in securities.
12.2 Registration of Electronic ClearingService (ECS) Mandate:
SEBI has made it mandatory for allcompanies to use the bank accountdetails furnished by the Depositories forpayment of dividend through ECS toinvestors wherever ECS and bank detailsare available. The Company will notentertain any direct request frommembers holding shares in electronicmode for deletion of / change in suchbank details. Members who wish tochange such bank account details aretherefore requested to advise their DPsabout such change, with complete detailsof bank account.
ECS helps in quick remittance of dividendwithout possible loss/delay in postaltransit. Shareholders, who have notearlier availed this facility, are requestedto register their ECS details with the STAor their respective DPs.
12.3 Transfer of shares in physical mode:
Shareholders should fill up complete andcorrect particulars in the transfer deed,for expeditious transfer of shares.Wherever applicable, registrationnumber of power of attorney should alsobe quoted in the transfer deed at theappropriate place.
28
HARITA SEATING SYSTEMS LIMITED
Shareholders, whose signatures haveundergone any change over a period oftime, are requested to lodge their newspecimen signature duly attested by abank manager to the STA. In terms ofSEBI's circular no. MRD/DoP/Cir -05/1009dated 20th May 2011, it has made itmandatory for transferees to furnish acopy of Permanent Account Number(PAN) for registration of transfer of sharesheld in physical mode.
In case of loss / misplacement of sharecertificates, shareholders shouldimmediately lodge a FIR / Complaint withthe police and inform the Company / STAwith original or certified copy of FIR /acknowledged copy of complaint formarking stop transfer of shares.
12.4 Consolidation of Multiple Folios:
Shareholders, who have multiple foliosin identical names, are requested to applyfor consolidation of such folios and sendthe relevant share certificates to theCompany.
12.5 Registration of Nominations:
Nomination in respect of shares - Section109A of the Companies Act, 1956provides facility for making nominationsby shareholders in respect of theirholding of shares. Such nominationgreatly facilitates transmission of sharesfrom the deceased shareholder to his /her nominee without having to go throughthe process of obtaining successioncertificate / probate of the Will etc.
It would therefore be in the best interestsof the shareholders holding shares inphysical form registered as a sole holderto make such nominations. Shareholders,who have not availed the nominationfacility, are requested to avail the sameby submitting the nomination in Form 2B.This form will be made available onrequest. Shareholders holding shares indemat form are advised to contact theirDP's for making nominations.
12.6 Updation of address:
Shareholders are requested to updatetheir address registered with the
Company, directly through the STAlocated at the address mentioned above,to receive all communications promptly.
Shareholders, holding shares inelectronic form, are requested to dealonly with their DPs in respect of changeof address and furnishing bank accountnumber, etc.
12.7 SMS Alerts:
Investors are requested to note thatNSDL and CDSL have announced thelaunch of SMS facility for demat accountholders whereby shareholders willreceive alerts for debits / credits(transfers) to their demat accounts a dayafter the transaction. These alerts will besent to those account holders who haveprovided their mobile numbers to theirrespective DPs. No charge will be leviedby NSDL / CDSL on DPs providing thisfacility to investors. This facility will beavailable to investors who request for thesame and provide their mobile numbersto the DPs. Further information isavailable on the website of NSDL andCDSL namely www.nsdl.co.in andwww.cdslindia.com, respectively.
12.8 Timely encashment of dividends:
Shareholders are requested to encashtheir dividends promptly to avoid hasslesof revalidation/ losing their right of claimowing to transfer of unclaimed dividendsbeyond seven years to InvestorEducation and Protection Fund (IEPF).
As required by SEBI, shareholders arerequested to furnish details of their bankaccount number and name and addressof the bank for incorporating the same inthe warrants. This would avoid wrongcredits being obtained by unauthorizedpersons.
Shareholders who have not encashedtheir dividend warrants in respect ofdividends declared for the year ended31st March 2005 and for any financialyear thereafter may contact the Companyand surrender their warrants for payment.
Shareholders are requested to note thatthe dividend not claimed for a period of
29
HARITA SEATING SYSTEMS LIMITED
seven years from the date they firstbecame due for payment shall betransferred to IEPF in terms of Section205C of the Companies Act, 1956.Shareholders are requested to note thatas per the Companies Act, 1956,unclaimed dividends once transferred toIEPF will not be refunded.
Accordingly, a sum of Rs. 94,098 beingunclaimed dividend upto 31st March2004, was transferred to IEPF during theyear 2011-12.
Information in respect of unclaimed dividendsdue for remittance to IEPF is given below:
PARTICULARS OF UNCLAIMED DIVIDENDOF THE COMPANY
Financial Date of Date of Date ofYear declaration transfer to transfer to
special IEPFaccount
2004-05 05.09.2005 11.10.2005 11.10.2012
2005-06 18.09.2006 24.10.2006 24.10.2013
2006-07 22.03.2007 27.04.2007 27.04.2014(Interim)
2007-08 07.08.2008 12.09.2008 12.09.2015
UNCLAIMED SHARE CERTIFICATES
In terms of the provisions of Clause 5A of the Listing
Agreement (introduced vide SEBI circular dated 16th
December, 2011) the share certificates, remaining
unclaimed by the shareholders, will be
dematerialized and transferred to "Unclaimed
Suspense Account". As required under this clause
of the Listing Agreement, the Company has sent its
first reminder letter to the shareholders, whose share
certificates were returned undelivered or unclaimed.
It is also proposed to send the second and third
reminder letter as required and action would be
taken thereafter to transfer the shares so unclaimed
to "Unclaimed Suspense Account" to comply with
the requirement of this Clause of the Listing
Agreement.
GREEN INITIATIVE IN CORPORATE
GOVERNANCE
MCA has undertaken a "Green Initiative in the
Corporate Governance" by allowing paperless
compliances by the companies and issued circulars
stating that service of notice / documents including
annual reports can be sent by e-mail to its members.
The advantages of sending such documents in
electronic mode are to:
• Receive communication promptly;
• Reduce paper consumption and save trees;
• Eliminate wastage of paper;
• Avoid loss of document in postal transit; and
• Save costs on paper and on postage
Accordingly, the annual report for the year 2011-
12, notice for the annual general meeting, etc. of
the Company are being sent in electronic mode to
such of the members of the Company whose e-mail
addresses are registered with the Company / DP
and who have not opted to receive the same in
physical form.
To support this green initiative of the Government,
members are requested to register their e-mail
addresses, with the DPs, in case shares are held in
dematerialized form and with the STA, in case the
shares are held in physical form and also intimate
changes, if any, in their registered e-mail addresses
to the Company / DPs, from time to time, for this
purpose.
30
HARITA SEATING SYSTEMS LIMITED
DECLARATION PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENTREGARDING ADHERENCE TO THE CODE OF BUSINESS CONDUCT AND ETHICS
To
The ShareholdersHarita Seating Systems Limited, Chennai
On the basis of the written declarations received from members of the board and senior management personnel
in terms of the relevant provisions of Clause 49 of the Listing Agreement, we hereby certify that both the
members of the board and the senior management personnel of the Company have affirmed compliance with
the respective provisions of the Code of Business Conduct and Ethics of the Company as laid down by the
board for the year ended 31st March 2012.
Chennai A G GIRIDHARAN N ISWARYA LAKSHMI
30th May 2012 President cum Manager Company Secretary
AUDITORS' CERTIFICATE ON COMPLIANCE OF THE PROVISIONS OF THE CODEOF CORPORATE GOVERNANCE IN THE LISTING AGREEMENT
To
The shareholders
Harita Seating Systems Limited, Chennai
We have examined the compliance of conditions of
corporate governance by Harita Seating Systems
Limited, Chennai 600 006 for the year ended 31st
March 2012, as stipulated in Clause 49 of the Listing
Agreement of the said Company with Stock
Exchanges.
The compliance of conditions of Corporate
Governance is the responsibility of Company's
management. Our examination was limited to
procedures and implementation thereof, adopted by
the Company for ensuring the compliance of the
conditions of the 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 complied with 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 by the
Investors' Grievances Committee.
We further state that such compliance is neither an
assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the
management has conducted the affairs of the
Company.
For SUNDARAM & SRINIVASANCHARTERED ACCOUNTANTS
FRN: 004207S
M BALASUBRAMANIYAMChennai Partner30th May 2012 Membership No.F7945
31
HARITA SEATING SYSTEMS LIMITED
Auditors' report to the shareholders of Harita Seating Systems Limited, Chennaifor the year ended 31st March 2012.
We have audited the attached Balance Sheet ofHarita Seating Systems Limited, Chennai 600 006as at 31st March 2012 and the Statement of Profitand Loss for the year ended on that date annexedthereto and the Cash Flow Statement for the yearended on that date. These financial statements arethe responsibility of the Company's management.Our responsibility is to express an opinion on thesefinancial statements based on our audit.
1. We conducted our audit in accordance withauditing standards generally accepted in India.These standards require that we plan and performthe audit to obtain reasonable assurance aboutwhether the financial statements are free ofmaterial misstatement. An audit includesexamining, on a test basis, evidence supportingthe amounts and disclosures in the financialstatements. An audit also includes assessing theaccounting principles used and significantestimates made by management, as well asevaluating the overall presentation of the financialstatements. We believe that our audit provides areasonable basis for our opinion.
2. As required by the Companies (Auditor's Report)Order, 2003 and amended by the Companies(Auditor's Report) (Amendment) Order, 2004issued by the Central Government in terms ofsub-section (4A) of Section 227 of the CompaniesAct, 1956, we enclose in the Annexure, astatement on the matters specified in paragraphs4 and 5 of the said Order.
3. Further to our comments in the Annexure, referredto above, we state that -
(i) we have obtained all the information andexplanations, which to the best of ourknowledge and belief were necessary for thepurposes of our audit.
(ii) In our opinion, proper books of account, asrequired by law, have been kept by theCompany so far as it appears from ourexamination of those books. The Company'sbranch accounts were also audited by us.
(iii) The balance sheet, statement of profit andloss and cash flow statement referred to in
this report are in agreement with the books ofaccount including its branch.
(iv) In our opinion, the balance sheet, statementof profit and loss and cash flow statementdealt with by this report comply with theaccounting standards, referred to insub-section (3C) of Section 211 of theCompanies Act, 1956.
(v) On the basis of written representationsreceived from the directors, as on 31st March2012 and taken on record by the board ofdirectors, we report that no director isdisqualified from being appointed as a directorof the Company in terms of clause (g) of sub-section (1) of Section 274 of the CompaniesAct, 1956 on the said date.
(vi) In our opinion and to the best of ourinformation and according to the explanationsgiven to us, the said accounts read togetherwith the Significant Accounting Policies andother notes thereon particularly Note (XXVII)No.5 on Managerial remuneration give theinformation required by the Companies Act,1956, in the manner so required and give atrue and fair view in conformity with theaccounting principles generally accepted inIndia.
a. in so far as it relates to the Balance Sheet,of the state of affairs of the Company asat 31st March 2012;
b. in so far as it relates to the Statement ofProfit and Loss, of the profit for the yearended on that date; and
c. in so far as it relates to the cash flowstatement, of the cash flows for the yearended on that date.
For SUNDARAM & SRINIVASANCHARTERED ACCOUNTANTS
FRN: 004207S
M BALASUBRAMANIYAMChennai Partner
30th May 2012 Membership No.F7945
32
HARITA SEATING SYSTEMS LIMITED
(i) (a) The Company has maintained proper recordsshowing full particulars including quantitativedetails and situation of fixed assets.
(b) Fixed assets are verified physically by themanagement at reasonable intervals. In ouropinion the interval is reasonable havingregard to the size of the Company and thenature of its assets. The discrepanciesnoticed during verification were not materialand have been properly dealt with in the booksof account.
(c) The assets disposed off during the year arenot substantial and therefore do not affect thegoing concern status of the Company.
(ii) (a) The inventories have been physically verifiedat reasonable intervals during the year by themanagement. In our opinion, the frequencyof such verification is adequate. In respect ofinventory with third parties which have notbeen physically verified, there is a process ofobtaining confirmation from such parties.
(b) In our opinion and according to theinformation and explanations given to us, theprocedures for physical verification ofinventory followed by the management werereasonable and adequate in relation to thesize of the Company and the nature of itsbusiness.
(c) In our opinion, the Company has maintainedproper records of inventory. Thediscrepancies between the physical stocksand the books stocks were not material andhave been properly dealt with in the books ofaccount.
(iii) (a) During the year the Company has not grantedany loan, secured or unsecured tocompanies, firms or other parties covered inthe Register maintained under Section 301of the Companies Act, 1956.
(b) During the year, the Company has taken andrepaid an unsecured loan of Rs. 300 lakhsfrom one company covered in the registermaintained under Section 301 of theCompanies Act, 1956 and the Company haspartly repaid another unsecured loan duringthe year which was taken in earlier years. Theamount outstanding against that loan at theyear end is Rs. 300 lakhs.
(c) In our opinion, the rate of interest and the
terms and other conditions of loan availed by
the Company were not, prima facie prejudicial
to the interest of the Company. The payment
of interest was regular and in accordance with
the terms of loan. No portion of the principal
amount was due for re-payment during the
financial year.
(iv) In our opinion and according to the information
and explanations given to us, there are adequate
internal control procedures commensurate with
the size of the Company and the nature of its
business with regard to purchase of inventory,
fixed assets and for the sale of goods and
services. During the course of our audit, no minor
or major continuing failure has been noticed in
the internal control system.
(v) (a) Based on the audit procedures applied by us
and according to the information and
explanations provided by the management,
we are of the opinion that the contracts or
arrangements that need to be entered in the
Register maintained in pursuance of Section
301 of the Companies Act, 1956 have been
properly entered in the said Register.
(b) In our opinion and according to the
information and explanations given to us, the
transactions entered in the Register
maintained under Section 301 of the
Companies Act, 1956 and exceeding in value
by rupees five lakhs during the year in respect
of each party have been made at prices which
are reasonable having regard to prevailing
market prices at the relevant time.
(vi) The Company has not accepted any deposit from
the public.
(vii) The Company has an internal audit system which,
in our opinion, is commensurate with the size and
nature of its business.
viii) We have broadly reviewed the books of account
maintained by the Company pursuant to the rules
made by the Central Government under Section
209(1)(d) of the Companies Act, 1956 for
maintenance of cost records and are of the
opinion that, prima facie, the prescribed accounts
and records have been made and maintained.
Annexure referred to in our report of even date on the accounts for the year ended31st March 2012.
33
HARITA SEATING SYSTEMS LIMITED
(ix) (a) According to the records provided to us, theCompany is regular in depositing undisputedstatutory dues including Provident Fund,Employees State Insurance, InvestorEducation and Protection Fund, Sales Tax,Wealth Tax, Service Tax, Income Tax,Customs Duty, Excise Duty, Cess and otherstatutory dues with the appropriateauthorities. The provisions of EmployeesState Insurance Act, 1948 are not applicableto the units at Hosur and Pune.
(b) According to the information and explanationsgiven to us, no undisputed amounts payablein respect of Income Tax, Wealth Tax, SalesTax, Service Tax, Customs Duty, Excise Dutyand Cess were in arrears, as at 31st March2012 for a period of more than six monthsfrom the date they became payable.
(c) According to information and explanationsgiven to us, the following is the detail of thedisputed dues that were not deposited withthe concerned authorities:
(xii) Based on our examination and according to the
information and explanations given to us, the
Company has not granted loans and advances
on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) The Company is not a chit / nidhi / mutual benefit
fund / society and as such clause (xiii) of the
Order is not applicable.
(xiv) The Company is not dealing or trading in shares,
securities, debentures and other investments.
However, the Company invests its surplus funds
in mutual funds from time to time. Securities are
held as current investments and are not traded
in.
(xv) The Company has not given any guarantee for
loans taken by others from banks or financial
institutions.
(xvi) The term loan availed by the Company was
utilized for the purpose for which the loan was
obtained.
(xvii) On the basis of our examination, the Company
has not used funds raised on short term basis
for long term investment.
(xviii)During the year, the Company has not allotted
any shares on preferential basis to parties and
companies covered in the register maintained
under Section 301 of the Companies Act, 1956.
(xix) During the year, the Company has not issued
any secured debentures.
(xx) During the year, the Company has not raised
any money by public issue.
(xxi) Based on the audit procedures adopted and
information and explanations given to us by the
management, no fraud on or by the Company
has been noticed or reported during the course
of our audit.
For SUNDARAM & SRINIVASANCHARTERED ACCOUNTANTS
FRN: 004207S
M BALASUBRAMANIYAMChennai Partner30th May 2012 Membership No.F7945
Name of the Nature of Forum where Amount involved
Statute dues dispute is pending (Rs. in Lakhs)
Tamil Nadu Tamil Nadu
Value Added Value Added High Court of Madras 114.78
Tax Act, 2006 Tax
Karnataka Karnataka The Joint Commissioner
Value Added Value Added of Commercial Taxes 5.95
Tax Act, 2003 Tax (Appeals) Bangalore
Central Excise Excise duty The Assistant and
Act,1944 Additional Commissioner
Chennai III
Commissionerate 269.51
Finance Act, Service tax The Assistant and
1994 Additional Commissioner
Chennai III
Commissionerate 290.25
Income Tax Income Tax Commissioner of Income
Act, 1961 Tax (Appeals ), Chennai 44.77
(x) The Company has not incurred cash loss during
the year. However, the Company has incurred
cash losses during the immediately preceding
financial year.
(xi) Based on our verification and according to the
information and explanations given by the
management, the Company has not defaulted in
repayment of dues to its banks.
34
HARITA SEATING SYSTEMS LIMITED
Balance Sheet as at 31st March, 2012(Rs. in Lakhs)
Note As at As at
No 31.03.2012 31.03.2011
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital I 776.90 776.90
(b) Reserves and Surplus II 2,407.25 1,561.79
(2) Non-Current Liabilities
(a) Long-term borrowings III 1,278.27 111.65
(b) Deferred tax liabilities (Net) 244.88 247.97
(c) Other Long-term liabilities IV 347.93 –
(d) Long-term provisions V 107.54 178.18
(3) Current Liabilities
(a) Short-term borrowings VI 1,993.59 1,520.13
(b) Trade payables 4,313.07 5,291.10
(c) Other current liabilities VII 2,684.42 5,333.63
(d) Short-term provisions VIII 670.14 110.30
TOTAL 14,823.99 15,131.65
II. ASSETS
(1) Non-current assets
(a) Fixed assets
(i) Tangible assets IX 3,561.38 4,411.31
(ii) Intangible assets 14.41 17.47
(iii) Capital work-in-progress 2.13 223.85
(b) Non-current investments X 2,759.00 2,759.00
(c) Deferred tax assets (net) – –
(d) Long-term loans and advances XI 313.37 72.16
(e) Other non-current assets XII 35.00 42.99
(2) Current assets
(a) Current investments XIII 185.57 193.10
(b) Inventories XIV 760.29 839.83
(c) Trade receivables XV 4,775.27 5,105.44
(d) Cash and cash equivalents XVI 501.31 350.52
(e) Short-term loans and advances XVII 32.10 29.36
(f) Other current assets XVIII 1,884.16 1,086.62
TOTAL 14,823.99 15,131.65
Accounting standards, additional disclosures &Notes on accounts XXVII
As per our report annexedH LAKSHMANAN RAM NATARAJAN A G GIRIDHARAN For SUNDARAM & SRINIVASANChairman Director President cum Manager Chartered Accountants
FRN: 004207S
M. BALASUBRAMANIYAMChennai N ISWARYA LAKSHMI Partner30th May 2012 Company Secretary Membership No.F7945
35
HARITA SEATING SYSTEMS LIMITED
Statement of Profit and Loss for the year ended 31st March, 2012(Rs. in Lakhs)
Note Year ended Year ended
No 31.03.2012 31.03.2011
I. Revenue from Operations XIX 30,664.18 24,078.27
II. Other Income XX 225.85 153.53
III. Total Revenue (I +II) 30,890.03 24,231.80
IV. Expenses:
Cost of materials consumed XXI 23,158.31 19,175.45
Changes in inventories of finished goods
and work-in-process XXII 123.16 (77.66)
Employee benefits expense XXIII 2,266.06 1,924.91
Financial costs XXIV 663.70 747.29
Depreciation and amortization expense
On Tangible assets 427.97 419.40
On Intangible assets 6.41 12.26
Other expenses XXV 2,978.28 2,614.25
Total Expenses 29,623.89 24,815.90
V. Profit before exceptional and
extraordinary items and tax (III - IV) 1,266.14 (584.10)
VI. Exceptional Items (Income) XXVI 151.82 –
VII. Profit before extraordinary items and tax (V + VI) 1,417.96 (584.10)
VIII. Extraordinary Items
IX. Profit before tax (VII - VIII) 1,417.96 (584.10)
X. Tax expense:
(1) Current tax 299.04 –
(2) Deferred tax (3.09) (74.11)
XI. Profit/(Loss) for the year (IX - X ) 1,122.01 (509.99)
XII. Earnings per equity share:
(1) Basic 14.44 (6.56)
(2) Diluted 14.44 (6.56)
Accounting standards, additional disclosures &Notes on accounts XXVII
As per our report annexedH LAKSHMANAN RAM NATARAJAN A G GIRIDHARAN For SUNDARAM & SRINIVASANChairman Director President cum Manager Chartered Accountants
FRN: 004207S
M. BALASUBRAMANIYAMChennai N ISWARYA LAKSHMI Partner30th May 2012 Company Secretary Membership No.F7945
36
HARITA SEATING SYSTEMS LIMITED
Notes on accountsAs at 31.03.2012 As at 31.03.2011
Number Rs. in Lakhs Number Rs. in Lakhs
I. SHARE CAPITAL
Authorised
Equity Shares of Rs.10/- each 1,00,00,000 1,000.00 1,00,00,000 1,000.00
Issued, subscribed and fully paid up
Equity Shares of Rs.10/- each 77,69,040 776.90 77,69,040 776.90
77,69,040 776.90 77,69,040 776.90
Reconciliation of the number of shares outstanding and the amount of share capital as at 31.03.2012
and 31.03.2011
Particulars As at 31.03.2012 As at 31.03.2011
Equity Shares Equity Shares
Number Rs. in Lakhs Number Rs. in Lakhs
Shares outstanding at the beginning of the year
on 01.04.2011 77,69,040 776.90 77,69,040 776.90
Shares Issued during the year – – – –
Shares bought back during the year – – – –
Shares outstanding at the end of the year
on 31.03.2012 77,69,040 776.90 77,69,040 776.90
List of shareholders holding more than 5% of the share capital as on the Balance Sheet date
Name of shareholder As at 31.03.2012 As at 31.03.2011
No. of Shares held No. of Shares held
Harita Limited, Chennai 1800500 1800500
Harita Gopal Private Limited, Chennai 485000 485000
Harita Sheela Private Limited, Chennai 485000 485000
Harita Malini Private Limited, Chennai 467800 467800
Harita Venu Private Limited, Chennai 467800 467800
Mr Martin Grammer, Germany 1087600 1087600
Horticultural and Constructions Engineers (India)
Private Limited, Chennai 436816 436816
Strategic Management and Marketing Consultancy
Services Limited, Chennai 603936 603936
Rights attached to Equity Shares : Shareholders are entitled to such rights as to attend meetings of the shareholders,
to receive dividend distributable and also have a right in residual interest in the assets of the Company. Further
shareholders are entitled to right of inspection of the documents as provided in Companies Act, 1956.
37
HARITA SEATING SYSTEMS LIMITED
Details of issue of Bonus shares in the last five years preceding the date on which Balance Sheet is prepared.
Class of Shares: - Equity Shares
Number of Shares - 3884520 (Fully paid)
Year of Issue - 2007-08
II. RESERVES AND SURPLUS Rs. in Lakhs
As at 31.03.2012 As at 31 .03.2011
a. Capital Redemption Reserve
Opening Balance 10.00 10.00
(+) Current Year Transfer – –
(-) Written Back in Current Year – –
Closing Balance 10.00 10.00
b. Other Reserves
(i) State subsidy
Opening Balance 15.00 15.00
(+) Current Year receipt 26.10 –
(-) Written Back in Current Year – –
Closing Balance 41.10 15.00
(ii) General Reserve
Opening Balance 2,030.78 2,030.78
(+) Current Year Transfer 112.20 –
(-) Written Back in Current Year – –
Closing Balance 2,142.98 2,030.78
c. Surplus i.e balance as per statement of profit and loss:
Opening balance (493.99) 17.20
(+) Net Profit/(Net Loss) for the current year 1,122.01 (509.99)
(-) Tax relating to earlier years (3.25) (1.20)
(-) Interim Dividend payable (271.92) –
(-) Dividend distribution tax (27.48) –
(-) Transfer to General Reserve (112.20) –
Closing Balance 213.17 (493.99)
Total 2,407.25 1,561.79
Notes on accounts - (Continued)
38
HARITA SEATING SYSTEMS LIMITED
III. LONG TERM BORROWINGS
Rs. in Lakhs
As at 31.03. 2012 As at 31.03.2011
Secured
Term loans
From banks 1,200.00 –
Secured by equitable mortgage of land and
buildings and first charge on all other fixed
assets of the company.
Terms of Repayment:
(Repayable Rs 150 lakhs each quarter with the first
instalment due on December 2012 )
1,200.00 –
Unsecured
Term loans
i) From banks – –
ii) From Others
Interest Free Sales Tax Loan 78.27 111.65
Terms of Repayment:
(Repayable in 5 yearly equal instalments of
Rs. 33.38 lakhs with effect from April 2010)
Total 1,278.27 111.65
IV. OTHER LONG TERM LIABILITIES
(a) Long term advance from subsidiary company 347.42 –
(b) Other deposits 0.51 –
Total 347.93 –
V. LONG TERM PROVISIONS
Employee benefits : Pension 84.87 178.18
Leave encashment 22.67 –
Total 107.54 178.18
VI. SHORT TERM BORROWINGS
Secured
Loans repayable on demand
From banks 1,993.59 1,520.13
(Secured by first charge on the entire current assets
of the Company present and future)
Total 1,993.59 1,520.13
Notes on accounts - (Continued)
39
HARITA SEATING SYSTEMS LIMITED
VII.OTHER CURRENT LIABILITIES
Rs. in Lakhs
As at 31.03. 2012 As at 31.03.2011
Secured
Current maturities of long-term debt - From Banks 301.15 1,873.69
Unsecured
i) Interest Free Sales Tax Loan 33.38 33.38
ii) Unpaid dividends 7.21 8.45
iii) Loans repayable on demand
(a) From Banks 1,376.25 550.11
(b) From Others 300.00 1,800.00
iv) Interest accrued but not due on borrowings 17.36 16.11
Other Payables
Employees 126.74 91.43
Advances from customers 125.89 127.69
Statutory payables:
- Tax deducted at source 42.26 40.79
- Value added taxes and central sales tax 67.70 62.07
- Other taxes 0.24 0.13
Other payables 286.24 729.78
Total 2,684.42 5,333.63
VIII. SHORT TERM PROVISIONS
(a) Employee benefits:
Leave Encashment 13.27 24.57
(b) Others:
Income Tax 314.04 32.31
Warranty 43.43 53.42
Interim dividend 271.92 –
Dividend distribution tax 27.48 –
Total 670.14 110.30
Notes on accounts - (Continued)
40
HARITA SEATING SYSTEMS LIMITED
Tan
gib
le A
sset
sIn
tan
gib
le A
sset
sT
ota
l
Des
crip
tio
nF
ree
ho
ldL
ease
Bu
ildin
gs
Pla
nt
&F
urn
itu
re &
Veh
icle
sO
ffic
eT
ota
lS
oft
war
eT
ech
nic
alP
rod
uct
To
tal
As
atA
s at
Lan
dh
old
Lan
dE
qu
ipm
ent
Fix
ture
sE
qu
ipm
ent
Kn
ow
ho
wlic
ence
fee
31.0
3.20
1231
.03.
2011
Co
st o
f as
sets
As
at 0
1-04
-201
188
9.31
38.9
72,
039.
713,
840.
6610
7.16
26.2
258
0.00
7,52
2.03
150.
4231
.50
22.3
220
4.24
7,72
6.27
7,75
8.82
Add
ition
s–
–48
4.28
342.
986.
267.
2425
.50
866.
263.
35–
–3.
3586
9.61
320.
93
889
.31
38.9
72,
523.
994,
183.
6411
3.42
33.4
660
5.50
8,38
8.29
153.
7731
.50
22.3
220
7.59
8,59
5.88
8,07
9.75
Sal
es/d
elet
ion
753.
46–
335.
7640
0.26
0.21
0.62
43.8
51,
534.
162.
22–
–2.
221,
536.
3835
3.48
Tot
al13
5.85
38.9
72,
188.
233,
783.
3811
3.21
32.8
456
1.65
6,85
4.13
151.
5531
.50
22.3
220
5.37
7,05
9.50
7,72
6.27
Dep
reci
atio
n/
Am
ort
isat
ion
Upt
o 31
-03-
2011
–6.
5342
4.58
2,17
3.47
43.1
323
.06
439.
953,
110.
7214
9.44
28.4
08.
9318
6.77
3,29
7.49
3,05
3.71
For
the
year
–0.
4172
.85
317.
828.
102.
2026
.59
427.
972.
661.
522.
236.
4143
4.38
431.
66
–6.
9449
7.43
2,49
1.29
51.2
325
.26
466.
543,
538.
6915
2.10
29.9
211
.16
193.
183,
731.
873,
485.
37
With
draw
n on
asse
ts s
old
/ de
lete
d–
–29
.05
176.
320.
040.
5939
.94
245.
942.
22–
–2.
2224
8.16
187.
88
Tot
al –
6.94
468.
382,
314.
9751
.19
24.6
742
6.60
3,29
2.75
149.
8829
.92
11.1
619
0.96
3,48
3.71
3,29
7.49
Wri
tten
do
wn
val
ue
As
at 3
1-03
-201
213
5.85
32.0
31,
719.
851,
468.
4162
.02
8.17
135.
053,
561.
381.
671.
5811
.16
14.4
13,
575.
79
As
at 3
1-03
-201
188
9.31
32.4
41,
615.
131,
667.
1964
.03
3.16
140.
054,
411.
310.
983.
1013
.39
17.4
74,
428.
78
No
tes o
n a
cco
un
ts
- (C
ontin
ued)
IXN
ON
CU
RR
EN
T A
SS
ET
S
FIX
ED
AS
SE
TS
Rs.
in L
akhs
As a
tA
s a
t
31.0
3.2
012
31
.03
.20
11
Capital W
ork
-in-P
rogre
ss (
At
Cost)
Bu
ildin
gs
–2
19
.64
Pla
nt
& E
quip
ment
2.1
34
.21
2.1
32
23
.85
41
HARITA SEATING SYSTEMS LIMITED
X. NON-CURRENT INVESTMENTS
Rs. in Lakhs
As at 31.03. 2012 As at 31.03.2011
Trade Investments (At cost)
Unquoted:
Investment in Equity Instruments :
(1,02,50,000 Equity shares of Rs.10/- each
fully paid, in Harita Fehrer Limited, Chennai,
subsidiary company) 2,759.00 2,759.00
Total 2,759.00 2,759.00
XI. LONG-TERM LOANS AND ADVANCES
(Secured considered good)
Income Tax - Advance tax paid and tax
deducted at source receivable 313.37 72.16
Total 313.37 72.16
XII. OTHER NON - CURRENT ASSETS
Unsecured, considered good - Deposits made
Electricity Deposit 20.09 25.12
Telephone Deposit 0.18 0.64
Others 14.73 17.23
Total 35.00 42.99
XIII. CURRENT INVESTMENTS
Investment in Mutual funds (Trade and quoted)
L&T Mutual Fund, Mumbai
(formerly DBS Cholamandalam
Asset Management) – 8.06
- 306590.379 units in Small -
Cap Fund Cumulative
HDFC Standard Life Insurance, Mumbai
- 2,22,510.9166 units in HDFC Group unit
linked plan balanced managed fund 87.54 87.01
(Market Value of the above investment is
Rs.123.09 lakhs. Last year Rs.135.30 lakhs.)
87.54 95.07
Others:
Life Insurance Corporation of India, Chennai
Group annuity policy 98.03 98.03
Total 185.57 193.10
Notes on accounts - (Continued)
42
HARITA SEATING SYSTEMS LIMITED
XIV. INVENTORIES (Valued at lower of weighted average cost or net realisable value)
Rs. in Lakhs
As at 31.03. 2012 As at 31.03.2011
a. Raw Materials and components * 423.04 308.32
b. Work-in-process * 194.45 201.54
c. Finished goods * 141.08 257.15
d. Stores and spares * 1.72 72.82
Total 760.29 839.83
(* As certified by the Chairman)
XV. TRADE RECEIVABLES
Debts outstanding for a period exceeding
six months from the date due for payment
Unsecured
Considered doubtful 288.79 1,196.83
Less : Provision for doubtful debts 288.79 357.62
– 839.21
Other debts
Considered good 4,775.27 4,266.23
Considered doubtful 180.11 –
4,955.38 4,266.23
Less : Provision for doubtful debts 180.11 –
4,775.27 4,266.23
Total 4,775.27 5,105.44
XVI. CASH & CASH EQUIVALENTS
a. Balances with banks 82.56 327.87
b. Cheques, drafts on hand 22.77 5.86
c. Cash on hand 5.13 5.55
d. Unpaid dividend (earmarked balance) 7.21 8.45
e. Bank deposits 383.64 2.79
Total 501.31 350.52
XVII.SHORT-TERM LOANS & ADVANCES
Employee advances (unsecured considered good) 32.10 29.36
Total 32.10 29.36
Notes on accounts - (Continued)
43
HARITA SEATING SYSTEMS LIMITED
XVIII.OTHER CURRENT ASSETS
Rs. in Lakhs
As at 31.03. 2012 As at 31.03.2011
Advances to suppliers 938.60 338.41
Prepaid expenses 60.50 45.90
Income tax - Advance tax paid and tax
deducted at source receivable 354.04 301.70
Short term deposits with statutory authorities:
Cenvat receivable 81.50 115.35
VAT set off receivable 15.34 13.93
Advances made 105.79 141.98
202.63 271.26
Dividend receivable 102.50 –
Claims Receivable 225.89 129.35
Total 1,884.16 1,086.62
XIX. REVENUE FROM OPERATIONS
Rs. in Lakhs
For the year ended For the year ended
31.03.2012 31.03.2011
Sale of products 32,075.35 24,412.07
Sale of services 77.81 75.00
Other operating revenues 1,731.03 1,521.46
33,884.19 26,008.53
Less : Excise duty 3,220.01 1,930.26
Total 30,664.18 24,078.27
XX. OTHER INCOME
a. Interest Income 3.20 2.49
b. Dividend Income (From Subsidiary Company) 102.50 –
c. Net gain / loss on sale of investments 6.62 90.55
d. Net Foreign Exchange gain / (loss) 12.40 (3.51)
e. Lease rent 99.60 62.99
f. Other non-operating income (Net of expenses) 1.53 1.01
Total 225.85 153.53
Notes on accounts - (Continued)
44
HARITA SEATING SYSTEMS LIMITED
XXI. RAW MATERIAL & COMPONENTS CONSUMED
Rs. in Lakhs
For the year ended For the year ended
31.03.2012 31.03.2011
OPENING STOCK
Raw materials (A) 308.32 335.73
Purchase of raw materials and components (B) 23,273.03 19,148.04
Total (C) (A) + (B) 23,581.35 19,483.77
CLOSING STOCK
Raw materials (D) 423.04 308.32
Consumption (C) - (D) 23,158.31 19,175.45
XXII. CHANGES IN INVENTORIES OF FINISHED GOODS,
WORK-IN-PROCESS AND STOCK IN TRADE
Opening Stock of Work-in-Process and Finished Goods
Work-in-process (Seat assembly) 201.54 237.02
Finished goods 257.15 144.01
Total (A) 458.69 381.03
Less: Closing Stock of Work-in-Process and Finished Goods
Work-in-process (Seat assembly) 194.45 201.54
Finished goods 141.08 257.15
Total (B) 335.53 458.69
Changes in Inventory (A-B) 123.16 (77.66)
XXIII.EMPLOYEE BENEFIT EXPENSES
Salaries and wages 1,870.76 1,578.97
Contribution to provident and other funds 42.35 58.64
Welfare expenses 352.95 287.30
Total 2,266.06 1,924.91
XXIV.FINANCE COST
Interest expense 637.54 734.97
Other borrowings costs 26.16 12.32
Total 663.70 747.29
Notes on accounts - (Continued)
45
HARITA SEATING SYSTEMS LIMITED
XXV. OTHER EXPENSES
Rs. in Lakhs
For the year ended For the year ended
31.03.2012 31.03.2011
Consumption of stores and spare parts 58.00 72.87
Power and fuel 206.59 181.69
Rent 14.05 10.54
Rates and taxes, excluding taxes on income 20.05 21.15
Repairs to buildings 169.00 75.37
Repairs to Plant and Equipment 193.04 102.96
Repairs to other assets 89.83 75.87
Insurance 38.93 48.25
Carriage outward 444.01 649.59
Packing charges 459.52 385.05
Other expenses 1,271.22 978.94
Audit fees - as auditors 7.00 6.00
- tax audit 1.00 1.00
- certification 0.50 0.50
- other services 1.18 1.05
- reimbursement of expenses 4.36 3.42
Total 2,978.28 2,614.25
XXVI. EXCEPTIONAL ITEMS
Profit on sale of Fixed assets 151.82 –
Notes on accounts - (Continued)
XXVII Accounting Standards, additional disclosures and notes on accounts
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
1. Accounting Standards
ACCOUNTING STANDARD (1) - Disclosure of accounting
policies
The accounts are maintained on accrual basis as a going concern.
ACCOUNTING STANDARD (2) - Valuation of inventories
Inventories are valued in accordance with the method of valuation
prescribed by The Institute of Chartered Accountants of India at
weighted average cost or net realisable value, whichever is less.
46
HARITA SEATING SYSTEMS LIMITED
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
ACCOUNTING STANDARD (3) - Cash flow statement
The cash flow statement is prepared under "indirect method" and
the same is annexed.
ACCOUNTING STANDARD (4) -Contingencies and events
occurring after the Balance Sheet date
Details regarding contested liabilities are furnished in Note No.3
and also disclosed under Accounting Standard - 29.
ACCOUNTING STANDARD (5) Net profit or loss for the period,
prior period items and changes in accounting policies
a) Prior period Items
- Price revision on Inputs – 1.60
- Packing materials – 36.93
- Purchase of raw material – 0.37
- Repairs & maintenance – 0.18
- Electricity charges – 0.16
- Other expenses – 0.07
- Rates & Taxes 2.60 –
b) Changes in accounting policies
During the year, the Company has changed the accounting
policy on provision of depreciation on moulds from number
of shots basis to straight line method. This change has no
material impact on profitability.
ACCOUNTING STANDARD (6) - Depreciation accounting
Depreciation has been provided under straight line method in
respect of all assets at the rates prescribed under Schedule
XIV of the Companies Act, 1956 and on pro-rata basis on
assets acquired/sold during the year. Depreciation in respect
of computers and vehicles has been provided at 30% and
18% respectively which is higher than the rate prescribed in
Schedule XIV of the Companies Act, 1956.
Until the year ended 31st March 2002, moulds were
depreciated by applying rates fixed under Schedule XIV of
the Companies Act, 1956.This method is continued for moulds
acquired before 31st March, 2002 and put to use. In respect
of moulds acquired on and after 1st April, 2002 and put to
use, depreciation is charged based on quantity of seat
cushions manufactured.
47
HARITA SEATING SYSTEMS LIMITED
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
Until the year ended 31st March, 2002, tools and fixtures were
depreciated by applying rates fixed under Schedule XIV of
the Companies Act,1956.This method is continued for tools
and fixtures acquired before 31st March, 2002 and put to use.
In respect of tools and fixtures acquired on and after 1st April,
2002 and put to use, depreciation is charged at 25%.
Depreciation in respect of assets acquired during the year
whose actual cost does not exceed Rs.5,000/- has been
provided at 100%.
ACCOUNTING STANDARD (7) - Construction contracts Not applicable Not applicable
ACCOUNTING STANDARD (8) - R & D
This standard is deleted from 1st April, 2003
ACCOUNTING STANDARD (9) - Revenue recognition
The income of the Company is derived from manufacture and
sale of seating systems for automotive and non automotive
application and other parts and accessories for automotive
and non automotive application.
Indigenous sales are recognised based on raising of invoices
and delivery of goods thereof to the carrier.
Export sales are recognised on the basis of date of let export
certificate and includes realised exchange fluctuations on
exports (Gain - Rs.24.30 lakhs )
The revenue and expenditure are accounted on a going
concern basis.
Interest income is recognised on a time proportion basis taking
into account the amount outstanding and the rate applicable.
Income from services is recognised on rendering of services
and as per terms of agreement.
Dividend income is recognised when right to receive dividend
is established. Interim dividend declared by the subsidiary
company relating to 31st March 2012 subsequent to Balance
Sheet date, not being a contingent asset is recognized as
income in view of Accounting Standard 4 and further to avail
deduction from dividend distribution tax payable under the
provisions of Income Tax Act 1961, if dividend from subsidiary
is recognised as income in the same accounting year.
48
HARITA SEATING SYSTEMS LIMITED
ACCOUNTING STANDARD (10) - Accounting for fixed
assets
Fixed assets are stated at cost including expenditure incurred
in bringing them to usable condition less depreciation.
ACCOUNTING STANDARD (11) - Effects of changes in
foreign exchange rates
Purchase of imported raw materials, components, spares and
capital goods are accounted based on retirement memos from
banks. In respect of liabilities on import of raw materials,
components, spare parts and capital goods which are in transit
and where invoices/bills are yet to be received, the liability is
accounted based on the advance copies of documents at the
market exchange rate prevailing on the date of the Balance
Sheet.
Net exchange difference debited/(credited) to Statement of
Profit and Loss (12.40) 25.70
External commercial borrowings for acquisition of an
asset
The amendment to Accounting Standard-11 introduced by
Government of India permitting fluctuation in exchange rates
in relation to acquisition of capital assets to be added to or
deducted from the carrying cost of such assets is not
applicable as the Company did not have any external
commercial borrowings for acquisition of any asset.
The Company has not entered into any transactions in
derivative instruments and hence reporting on currency
swapping/interest rate structure does not arise.
ACCOUNTING STANDARD (12) - Accounting for
Government grants
During the year grant has been received from Government 26.10 –
of Himachal Pradesh for capital investment.
ACCOUNTING STANDARD (13) - Accounting for
Investments
Investments are valued at cost. Provision for diminution in
the carrying cost of investments is made if such diminution is
other than temporary in nature in the opinion of the
management. (Refer Note XIII of the Balance Sheet)
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
49
HARITA SEATING SYSTEMS LIMITED
As at/year ended31.03.2012
C. Disclosure as required by Accounting Standard 15
Leave Salary Pension Gratuity
a) Expenses recognised in the Statement of Profit and Loss
(i) Current service cost 11.52 – 14.52
(ii) Interest cost 1.32 14.25 12.62
(iii)Expected return on plan assets – – (15.62)
(iv)Net actuarial loss / (gain) recognised in the year 14.63 (107.56) 42.20
Total 27.47 (93.31) 53.72
b) Change in defined benefit obligation during the
year ended 31st March 2012
(i) Present total value of obligation as at beginning of
the year (01-04-2011) 24.57 178.18 157.78
(ii) Interest cost 1.32 14.25 12.62
(iii)Current service cost 11.52 – 14.52
(iv)Benefits paid (16.10) – (37.15)
(v) Actuarial loss on obligation 14.63 (107.56) 42.20
(vi)Present value of obligation as at the end of
the year (31-03-2012) 35.94 84.87 189.97
ACCOUNTING STANDARD (14) - Accounting for
amalgamation Not applicable Not applicable
ACCOUNTING STANDARD (15) - Employee benefits
A Defined contribution plan
Contributions to provident fund is in the nature of defined
contribution plan and are made to provident fund maintained
by Government.
B Defined benefit plan
a) The Company extends defined benefit plans in the form of
leave salary to employees. In addition, the Company also
extends pension to senior managers. Provision for leave
salary and pension is made on actuarial valuation basis
b) The Company also extends defined benefit plan in the form
of gratuity to employees. Contribution to gratuity is made
to Life Insurance Corporation of India in accordance with
the scheme framed by the corporation.
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
50
HARITA SEATING SYSTEMS LIMITED
Rs. in Lakhs
As at/year ended31.03.2012
C. Disclosure as required by Accounting Standard 15
(continued)
Leave Salary Pension Gratuity
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
c) Change in fair value of plan assets during the
year ended 31st March 2012
(i) Fair value of plan assets at the beginning
of the year (01-04-2011) – – 185.53
(ii) Expected return on plan assets – – 15.62
(iii) Contribution made during the year – – 39.00
(iv) Benefits paid – – (37.15)
(v) Actuarial gain on plan assets – – –
(vi) Fair value of plan assets as at the end of
the year (31-03-2012) – – 203.00
(d) Balance Sheet movements
(i) Value of benefit obligations/(net assets)
at the beginning of the year (01-04-2011) 24.57 178.18 –
(ii) Contribution made during the year – – 39.00
(iii) Expenses 27.47 (93.31) (53.73)
(iv) Benefits paid (16.10) – (37.15)
(v) Value of benefit 35.94 84.87 (13.01)
Note: The net asset in respect of gratuity plan is
not recognised as it is lying in irrevocable trust
fund approved by Income Tax authorities.
(e) Actuarial assumptions
(i) Discount rate used 8.00% 8.00% 8.00%
(ii) Expected return on plan assets Not Not 8.00%
applicable applicable
As at/year ended As at/year ended
31.03.2012 31.03.2011
ACCOUNTING STANDARD (16) - Borrowing costs
During the year the Company has not incurred any borrowing
cost within the meaning of this Accounting Standard.
51
HARITA SEATING SYSTEMS LIMITED
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
ACCOUNTING STANDARD (17) - Segment reporting
The operations of the entity relate to manufacture of seating
system for automotive & non automotive applications, and
other parts and accessories for automotive and non
automotive applications. The income from sale of other parts
and accessories being individually less than ten percent of
total revenue, no separate disclosure is made.
ACCOUNTING STANDARD (18) - Related party disclosures
A) List of related parties as per Clause 3(a) of the Standard where control exists.
Reporting Entity : Harita Seating Systems Limited, Chennai
Holding Companies : Nil
Subsidiary Company : Harita Fehrer Limited, Chennai
(01.04.2011 to 31.03.2012)
B) List of related parties as per Clause 3(c) of the Standard
Key Management Personnel : Mr.A.G.Giridharan
Manager under the provisions of the Companies Act, 1956.
C) Particulars of transactions with related parties
(i) Purchases made
Subsidiary company
Harita Fehrer Limited, Chennai 3,456.70 2,455.41
(ii) Sale of Materials
Subsidiary company
Harita Fehrer Limited, Chennai 6.09 407.72
(iii) Services rendered
Subsidiary company
Harita Fehrer Limited, Chennai 505.35 543.33
(iv) Amount outstanding as at Balance Sheet date
Sundry Creditors
Subsidiary company
Harita Fehrer Limited, Chennai
Trade payables 506.78 735.07
Other payables 347.42 –
52
HARITA SEATING SYSTEMS LIMITED
ACCOUNTING STANDARD (19) - Accounting for leases Not applicable Not applicable
ACCOUNTING STANDARD (20) - Earnings per share
Earnings per share is calculated by dividing the profit
attributable to the shareholders by the number of equity shares
outstanding as at the close of the year
Profit after tax 1,122.01 (509.99)
No. of equity shares 77,69,040 77,69,040
Face value per share 10.00 10.00
Weighted average number of equity shares 77,69,040 77,69,040
Earnings Per Share (EPS) 14.44 (6.56)
Diluted Earnings Per Share 14.44 (6.56)
ACCOUNTING STANDARD (21) - Consolidated financial
statements
Consolidated financial statements of the Company and its
subsidiary is enclosed.
ACCOUNTING STANDARD (22) - Accounting for taxes on
income
Current tax is determined as the amount of tax payable in
respect of taxable income for the period. Deferred tax liability
and asset are recognised based on timing difference.
1 Deferred tax liability consists of:
- tax on Depreciation 1,180.72 1,042.62
- tax on expenses claimed on payment basis under
Income Tax Act, 1961 394.80 257.18
(A) 1,575.52 1,299.80
2 Deferred tax asset consists of:
- tax on provision in respect of expenditure which will
be allowed under the Income Tax Act, 1961 only on
payment basis 1,330.64 1,051.83
(B) 1,330.64 1,051.83
Deferred tax liability (net of deferred tax asset) (A)-(B)
(refer Balance Sheet) 244.88 247.97
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
53
HARITA SEATING SYSTEMS LIMITED
ACCOUNTING STANDARD (23) - Accounting for
investments in associates in consolidated
financial statements Not applicable Not applicable
ACCOUNTING STANDARD (24) - Discontinuing
operations
During the year the Company has not discontinued any of its
operations.
ACCOUNTING STANDARD (25) - Interim financial
reporting
The Company has elected to publish quarterly financial results
which were subject to limited review by the statutory auditors.
ACCOUNTING STANDARD (26) - Intangible assets
Amortisation for intangibles has been provided as under:
(i) Software is amortised over a period of two years.
- Estimated useful life of the asset 2 years 2 years
- Amortisation rates used 50% each 50% each
year as year as
amortization amortization
(ii) Technical know-how and product licence fee
- Estimated useful life of the asset 10 years 10 years
- Amortisation rates used 10% each 10% each
year as year as
amortization amortization
ACCOUNTING STANDARD (27) - Financial reporting of
interest in joint venture
Company and the Company's joint venture partner viz.
M/s. F.S Fehrer Automotive GmbH, Germany (Fehrer) holds
equity shares in the subsidiary company viz. Harita Fehrer
Limited, Chennai in the ratio of 51:49.
ACCOUNTING STANDARD (28) - Impairment of assets
As on the Balance Sheet date the carrying amounts of the
assets net of accumulated depreciation is not less than the
recoverable amount of those assets. Hence there is no
impairment loss on the assets of the Company for the year.
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
54
HARITA SEATING SYSTEMS LIMITED
ACCOUNTING STANDARD (29) - Provisions, contingent
liabilities and contingent assets
1. Provisions
In respect of warranty obligations provision is made in
accordance with the terms of sale of seat assemblies.
Provision for warranty at beginning of the year 53.42 66.03
Provided during the year 43.43 30.10
96.85 96.13
Reversed during the year 53.42 42.71
Net Provision as on Balance Sheet date 43.43 53.42
2. Contingent liabilities
The amount for which the Company is contingently
liable are disclosed in Note No. 2
3. Contingent assets
Contingent assets which are likely to give rise to the
possibility of inflow of economic benefits Nil Nil
4. Contested liabilities
Contested liabilities are detailed in Note No.3
ACCOUNTING STANDARD (30) - Financial instruments
The Company has forward contracts to hedge its risks
associated with foreign currency fluctuation relating to import
of raw materials. Only net exposure is hedged. The Company
has no contracts for import of capital goods. The Company
also does not hold derivatives for speculation purposes.
The foreign exchange liabilities are restated at the prevailing
rates at the year end.
2. Contingent liabilities not provided for
a. On counter guarantee furnished to bank 403.74 327.15
b. On account of bill discounting 91.80 93.70
c. Customs duty under Export Promotion
Capital Goods Scheme 189.13 189.13
d. Contracts remaining to be executed on
Capital Account and not provided for 100.47 –
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
55
HARITA SEATING SYSTEMS LIMITED
3. Liability contested and not provided for
a) Income-tax 44.77 44.77
b) Service tax 290.25 228.51
c) Central Excise 269.51 238.00
d) Value Added Tax 120.73 100.35
e) Customer Claim 439.00 –
4. Sundry creditors include
a) Dues to small scale industrial undertakings. 361.62 577.03
b) Dues of creditors other than small scale industrial
undertaking. 3,951.45 4,756.60
c) Information required under the Micro, Small and Medium
Enterprises Development Act, 2006
The Company has written to all suppliers to ascertain if
they are covered by the said Act. No information has been
received in reply.
However, the suppliers' credit terms are generally 45 days
within which all payments are made. Hence, the question
of payment of interest or provision thereof for belated
payments does not arise.
5. Managerial Remuneration
The shareholders have approved at the annual general meeting
held on 7th September, 2009 remuneration to Mr A G Giridharan,
Manager, upto 5% of the net profits of the Company, subject to a
ceiling of Rs.48 lakhs per annum. However, based on the
profitability for the year ended 31st March 2012, he was paid
Rs.51.47 lakhs, which was approved by Board of Directors, subject,
ofcourse, to the final approval by the shareholders vide item no.5
of notice of even date for the ensuing annual general meeting.
6. Other expenses include
No individual expense is in excess of 1% of the Revenue from
operations or Rs.1,00,000/- whichever is higher.
7. Expenses, wherever applicable are inclusive of service tax at
appropriate rates and net of service tax set off permissible.
8. Dividend - Interim Dividend payable: The amount proposed to
be distributed to the shareholders on 77,69,040 Equity Shares
is at Rs.3.50/- per share amounting to Rs.271.92 lakhs.
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
56
HARITA SEATING SYSTEMS LIMITED
9. Disclosures made in terms of Clause 32 and 41 of the Listing Agreement with Stock Exchanges
Amount Maximum Amount
outstanding outstanding outstanding
ParticularsName of
as on due at any as onthe Company
31.03.2012 one time 31.03.2011
during the year
a) Loans and advances
(i) Inter corporate deposit granted to Harita Fehrer
subsidiary. Limited,
Chennai Nil Nil Nil
(ii) Loans and advance in the nature of Not Not
loans made to associate company applicable applicable
(iii) Loans and advance in the nature of
loans where there is
1) no repayment schedule or
repayment beyond seven years Nil Nil Nil
2) no interest / rate of interest
lower than the rates specified under
Section 372A of the Companies
Act, 1956 Nil Nil Nil
iv) Loans and advances in the nature of
loans made to firms/companies in
which directors of the Company are
interested. Nil Nil Nil
b) Investments by Company in subsidiary 2,759.00 2,759.00
10. Last year's figures have been regrouped wherever necessary to conform to this year's classification.
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/year ended As at/year ended
31.03.2012 31.03.2011
57
HARITA SEATING SYSTEMS LIMITED
I RAW MATERIALS CONSUMED Rs. in Lakhs
For the For the
Year ended Year ended
31.03.2012 31.03.2011
A. Basic raw materials
Raw material consists Foam, Rexine,
Fabrics and Frames etc. No
individual raw material accounts for
more than 10% of total raw material
& components consumed. 23,158.31 19,175.45
23,158.31 19,175.45
B. Consumption of raw materials and components
% of total % of total
consumption Value consumption Value
a) Imported 3.28 759.24 3.92 752.09
b) Indigenous 96.72 22,399.07 96.08 18,423.36
100.00 23,158.31 100.00 19,175.45
C. Consumption of machinery spares
% of total % of total
consumption Value consumption Value
a) Imported 4.42 3.65 2.07 1.07
b) Indigenous 95.58 78.99 97.93 50.72
100.00 82.64 100.00 51.79
Rs. in Lakhs
For the For the
Year ended Year ended
31.03.2012 31.03.2011
II IMPORTS - CIF VALUE
a) Raw materials & components 781.36 751.59
b) Capital goods 14.68 68.53
c) Spares 3.65 68.00
III OTHER EXPENDITURE IN FOREIGN CURRENCY
a) Travel 1.01 10.65
b) Consultancy fee 123.96 112.08
c) Others 3.15 11.89
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
58
HARITA SEATING SYSTEMS LIMITED
As per our report annexedH LAKSHMANAN RAM NATARAJAN A G GIRIDHARAN For SUNDARAM & SRINIVASANChairman Director President cum Manager Chartered Accountants
FRN: 004207S
M. BALASUBRAMANIYAMChennai N ISWARYA LAKSHMI Partner30th May 2012 Company Secretary Membership No.F7945
IV EARNINGS IN FOREIGN EXCHANGE
Exports - F.O.B 2,757.74 2,147.17
V PAYMENT TO NON-RESIDENT SHAREHOLDERS
a) No. of non-resident shareholders 1 1
b) No. of shares held by non-residents 10,87,600 10,87,600
c) Dividend – –
VI SALE BY CLASS OF GOODS
Quantity Value Quantity Value
(Nos.) (Nos.)
Seats:
For automotive application 11,86,421 28,710.91 9,78,107 22,279.83
Other 144.43 201.98
28,855.34 22,481.81
XXVII Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
Year ended 31.03.2012 Year ended 31.03.2011
59
HARITA SEATING SYSTEMS LIMITED
Cash flow statement for the year ended 31st March, 2012
Rs. in Lakhs
Year ended Year ended
31.03.2012 31.03.2011
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax and extra ordinary items 1,417.96 (584.10)
Add:
Depreciation 434.38 431.66
Dividend income (102.50) –
Interest Income (3.20) (2.49)
Profit/(loss) on sale of assets(net) (84.55) (0.04)
Finance Cost 663.70 907.83 747.29 1,176.42
Operating profit before working capital changes 2,325.79 592.32
Adjusted for:
Working Capital changes
Trade Payables (978.03) (738.02)
Other Current Liabilities (2,649.23) 1,117.68
Short Term Provisions (21.29) (26.32)
Other Non current assets (43.57) 8.11
Current Investments 7.53 36.66
Inventories 79.54 (34.26)
Trade Receivables 330.17 506.74
Short Term Loans and Advances (2.74) 212.28
Other Current Assets (642.70) (3,920.32) (5.94) 1,076.93
Cash generated from operations (1,594.53) 1,669.25
Less : Taxes paid (314.11) (42.90)
Net cash from operating activities- (A) (1,908.64) 1,626.35
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets (647.89) (544.78)
Proceeds from sale of assets 1,372.78 165.64
Interest received 3.78 2.22
Net cash used in investing activities- (B) 728.67 (376.92)
60
HARITA SEATING SYSTEMS LIMITED
As per our report annexedH LAKSHMANAN RAM NATARAJAN A G GIRIDHARAN For SUNDARAM & SRINIVASANChairman Director President cum Manager Chartered Accountants
FRN: 004207S
M. BALASUBRAMANIYAMChennai N ISWARYA LAKSHMI Partner30th May 2012 Company Secretary Membership No.F7945
Cash flow statement for the year ended 31st March, 2012 (Contd.)
Rs. in Lakhs
Year ended Year ended
31.03.2012 31.03.2011
C. CASH FLOW FROM FINANCING ACTIVITIES
State subsidy 26.10 –
Long Term Borrowings 1,166.62 (1,893.85)
Long Term Provisions (70.64) (17.60)
Other Long term liabilities 347.93 –
Short Term Borrowings 473.46 1,349.12
Finance cost paid (662.45) (738.74)
Dividend paid (1.24) (1.54)
Net cash from financing activities- (C) 1,279.78 (1,302.61)
D. NET INCREASE / (DECREASE) IN CASH AND
CASH EQUIVALENTS (A)+(B)+(C) 99.81 (53.18)
Cash and cash equivalents at the beginning of the year 350.52 403.70
Cash and cash equivalents at the end of the year 450.33 350.52
Note:1) The above statement has been prepared in indirect method except in case of dividend, interest, direct tax, purchase
and sale of investments, which have been considered on the basis of actual movement of cash.
2) Cash and Cash equivalent represents cash and bank balances
61
HARITA SEATING SYSTEMS LIMITED
Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary
S. No Particulars
Subsidiary Company
(Harita Fehrer Limited,
Chennai)
(1) (2) (3)
1. Financial year of the subsidiary 01.04.2011 to 31.03.2012
2. Shares of the subsidiary held by the Company on the above date
(a) Number and face value 1,02,50,000 Equity share of
Rs.10 each fully paid up
(b) Extent of holding 51%
3. Net aggregate amount of profits / (losses) of the subsidiary for the
above financial year of the subsidiary not dealt with the
Company’s account
(a) for the financial year of the subsidiary - profit / (loss) Rs. 1104.01 lakhs
(b) for the previous financial years since it became a subsidiary -
profit / (loss) Rs. 211.78 lakhs
4. Net aggregate amount of profits / (losses) of the subsidiary for the
above financial year of the subsidiary dealt with in the Company’s
account
(a) for the financial year of the subsidiary - Profit / (loss) –
(b) for the previous financial years since it became a subsidiary -
Profit / (loss) –
H LAKSHMANAN RAM NATARAJAN A G GIRIDHARAN
Chairman Director President cum Manager
Chennai N ISWARYA LAKSHMI
30th May 2012 Company Secretary
62
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
CONSOLIDATED
FINANCIAL STATEMENTS OF
HARITA SEATING SYSTEMS LIMITED
AND ITS SUBSIDIARY
63
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
AUDITORS' REPORT ON CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED
31ST MARCH, 2012
We have audited the attached consolidated Balance
Sheet of Harita Seating Systems Limited, Chennai
and its subsidiary viz., Harita Fehrer Limited,
Chennai, as at 31st March 2012, and also the related
Statement of Profit and Loss and the Cash Flow
Statement for the year ended on that date, both
annexed hereto.
These financial statements are the responsibility of
the Company's management. Our responsibility is
to express an opinion on these consolidated
financial statements based on our audit.
We did not audit the financial statements of the
subsidiary, namely Harita Fehrer Limited, Chennai.
The financial statements and other information of
the said subsidiary have been audited by other
auditor whose report has been furnished to us and
our opinion, in so far it relates to the amounts
included in respect of the subsidiary, is based solely
on the report of the other auditor.
We conducted our audit in accordance with
generally accepted auditing standards in India.
These standards require that we plan and perform
the audit to obtain a reasonable assurance about
whether the financial statements are free of material
misstatements. An audit includes examining, on a
test basis, evidence supporting the amount and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used
and significant estimates made by the management,
as well as evaluating the overall financial statement
presentation. We believe that our audit provides a
reasonable basis for our opinion.
We report that the consolidated financial statements
have been prepared by the Company in accordance
with the requirements of Accounting Standard 21
on "Consolidated Financial Statements" issued by
The Institute of Chartered Accountants of India, on
the basis of the individual financial statements of
Harita Seating Systems Limited, Chennai and its
subsidiary, namely, Harita Fehrer Limited included
in the aforesaid consolidation.
In our opinion and based on our audit, the
consolidated financial statements referred to above
give a true and fair view of the financial position of
Harita Seating Systems Limited, Chennai and its
subsidiary named above as at 31st March 2012 and
of the results of their operations and their cash flows
for the year ended in conformity with the generally
accepted accounting principles in India.
For SUNDARAM & SRINIVASAN
CHARTERED ACCOUNTANTS
FRN: 004207S
M BALASUBRAMANIYAM
Chennai Partner
30th May 2012 Membership No.F7945
64
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Balance Sheet as at 31st March, 2012Rs. in Lakhs
Note As at As atNo. 31.03.2012 31.03.2011
I. EQUITY AND LIABILITIES
(1) Shareholders’ funds
(a) Share Capital I 776.90 776.90
(b) Reserves and Surplus II 4,971.50 3,681.53
(2) Minority Interest XXVII 5,850.42 5,423.91
(3) Non-Current Liabilities
(a) Long-term borrowings III 1,278.27 1,365.68
(b) Deferred tax liabilities (Net) – 31.96
(c) Other Long-term liabilities IV 0.51 –
(d) Long-term provisions V 107.54 178.18
(4) Current Liabilities
(a) Short-term borrowings VI 2,993.59 1,920.13
(b) Trade payables 9,419.86 10,964.01
(c) Other current liabilities VII 3,078.73 5,976.47
(d) Short-term provisions VIII 1,225.07 576.22
Total 29,702.39 30,894.99
II. ASSETS
(1) Non-current assets
(a) Fixed assets
(i) Tangible assets IX 13,791.29 13,957.61
(ii) Intangible assets 47.77 35.80
(iii) Capital work-in-progress 19.91 280.95
(b) Non-current investments X 75.00 75.00
(c) Deferred tax assets (net) 188.42 –
(d) Long-term loans and advances XI 313.45 273.38
(e) Other non-current assets XII 61.12 66.21
(2) Current assets
(a) Current investments XIII 185.57 193.10
(b) Inventories XIV 2,370.39 2,582.71
(c) Trade receivables XV 9,356.38 9,622.84
(d) Cash and cash equivalents XVI 668.94 2,046.61
(e) Short-term loans and advances XVII 52.76 50.42
( f ) Other current assets XVIII 2,571.39 1,710.36
Total 29,702.39 30,894.99
Accounting standards, additional disclosures &Notes on accounts XXVIII
As per our report annexedH LAKSHMANAN RAM NATARAJAN A G GIRIDHARAN For SUNDARAM & SRINIVASANChairman Director President cum Manager Chartered Accountants
FRN: 004207S
M. BALASUBRAMANIYAMChennai N ISWARYA LAKSHMI Partner30th May 2012 Company Secretary Membership No.F7945
65
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Statement of Profit and Loss for the year ended 31st March, 2012Rs. in Lakhs
NoteFor the For the
Year ended Year endedNo.
31.03.2012 31.03.2011
I. Revenue from Operations XIX 56,597.21 45,764.78
II. Other Income XX 128.80 98.71
III. Total Revenue (I +II) 56,726.01 45,863.49
IV. Expenses:
Cost of materials consumed XXI 40,626.29 35,098.01
Changes in inventories of finished goods andwork in process XXII 737.53 (706.35)
Employee benefits expense XXIII 4,867.63 4,022.02
Financial costs XXIV 928.55 918.02
Depreciation and amortization expense
On Tangible assets 1,331.50 1,236.60
On Intangible assets 24.28 291.54
Other expenses XXV 5,834.99 5,340.21
Total Expenses 54,350.77 46,200.05
V. Profit before exceptional and extraordinaryitems and tax (III - IV) 2,375.24 (336.56)
VI. Exceptional Items (Income) XXVI 151.82 –
VII. Profit before extraordinary items and tax (V + VI) 2,527.06 (336.56)
VIII. Extraordinary Items – –
IX. Profit before tax (VII - VIII) 2,527.06 (336.56)
X. Tax expense:
(1) Current tax 520.83 47.79
(2) Deferred tax (220.38) (93.90)
XI. Profit/(Loss) for the year before minority interest (IX - X ) 2,226.61 (290.45)
XII. Minority Interest 426.51 87.11
XIII. Profit/(Loss) for the year (XI - XII) 1,800.10 (377.56)
XIV. Earnings per equity share:
(1) Basic 23.17 (4.86)
(2) Diluted 23.17 (4.86)
Accounting standards, additional disclosures & Notes on accounts XXVIII
As per our report annexedH LAKSHMANAN RAM NATARAJAN A G GIRIDHARAN For SUNDARAM & SRINIVASANChairman Director President cum Manager Chartered Accountants
FRN: 004207S
M. BALASUBRAMANIYAMChennai N ISWARYA LAKSHMI Partner30th May 2012 Company Secretary Membership No.F7945
66
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Notes on accountsRs. in Lakhs
As at As at31.03.2012 31.03.2011
I. SHARE CAPITAL
Authorised
Equity Shares of Rs.10/- each 1,000.00 1,000.00
Issued, Subscribed & fully Paid up
Equity Shares of Rs.10/- each 776.90 776.90
Total 776.90 776.90
II. RESERVES & SURPLUS
a. Capital Redemption Reserve
Opening Balance 10.00 10.00
(+) Current Year Transfer – –
(-) Written Back in Current Year – –
Closing Balance 10.00 10.00
b. Share premium
Opening Balance 2,982.88 2,982.88
(+) Current Year receipt – –
(-) Written Back in Current Year – –
Closing Balance 2,982.88 2,982.88
c. Other Reserves (State subsidy)
Opening Balance 15.00 15.00
(+) Current Year receipt 26.10 –
(-) Written Back in Current Year – –
Closing Balance 41.10 15.00
General Reserve
Opening Balance 2,030.78 2,030.78
(+) Current Year Transfer 112.20 –
(-) Written Back in Current Year – –
Closing Balance 2,142.98 2,030.78
d. Surplus i.e balance as per Statement of Profit and Loss:
Opening balance (1,357.13) (978.37)
(+) Net Profit/(Net Loss) for the current year 1,800.10 (377.56)
(-) Taxes relating to earlier years (3.25) (1.20)
(-) Interim Dividend payable (472.90) –
(-) Dividend Distribution Tax (60.08) –
(-) Transfer to General Reserves (112.20) –
Closing Balance (205.46) (1,357.13)
Total 4,971.50 3,681.53
67
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Notes on accounts - (continued)Rs. in Lakhs
As at As at31.03.2012 31.03.2011
III. LONG-TERM BORROWINGS
Secured
Term loans
From Banks 1,200.00 1,254.03
Secured by equitable mortgage of land and buildings at
Belagondapalli village, Hosur and first charge on all other
fixed assets of the Company.
Terms of Repayment:
(Repayable Rs.150 lakhs each quarter with the first instalment
due on 31.12.2012 )
Unsecured
Term loans
i) From Banks – –
ii From Others
Interest Free Sales Tax Loan 78.27 111.65
Terms of Repayment:
(Repayable in 5 yearly equal instalments of Rs. 33.38 lakhs
with effect from April 2010)
Total 1,278.27 1,365.68
IV. OTHER LONG-TERM LIABILITIES
Deposits 0.51 –
Total 0.51 –
V. LONG-TERM PROVISIONS
Employee benefits : Pension 84.87 178.18
Leave encashment 22.67 –
Total 107.54 178.18
VI. SHORT TERM BORROWINGS
Secured
Loans repayable on demand
From banks 2,993.59 1,920.13
(Secured by first charge on the entire current assets
of the Company present and future)
Total 2,993.59 1,920.13
68
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Notes on accounts - (continued)Rs. in Lakhs
As at As at31.03.2012 31.03.2011
VII. OTHER CURRENT LIABILITIES
Secured
Current maturities of long-term debt - From Banks 301.15 1,873.69
Unsecured
i) Interest Free Sales Tax Loan 33.38 33.38
ii) Unpaid dividends 7.21 8.45
iii) Loans repayable on demand
(a) From Banks 1,376.25 550.11
(b) From Others 300.00 1,800.00
iv) Interest accrued but not due on borrowings 26.30 33.34
Other Payables
Employees 163.94 136.68
Advances from customers 322.76 536.07
Statutory payables
- Tax deducted at source 80.09 66.38
- Value added taxes and central sales tax 174.38 194.38
- Other taxes 6.90 14.06
Other payables 286.37 729.93
Total 3,078.73 5,976.47
VIII. SHORT TERM PROVISIONS
(a) Employee benefits:
Leave Encashment 26.00 33.96
(b) Others:
Income tax 583.61 80.10
Warranty 43.43 53.42
Interim dividend 430.48 –
Others 141.55 408.74
Total 1,225.07 576.22
69
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Tan
gib
le A
sset
sIn
tan
gib
le A
sset
sT
ota
l
Des
crip
tio
nL
ease
Bu
ildin
gs
Pla
nt
&F
urn
iture
&V
ehic
les
Off
ice
To
tal
So
ftw
are
Tec
hn
ical
Pro
du
ctN
on
- co
m-
To
tal
As
atA
s at
Lan
dh
old
Lan
dE
qu
ipm
ent
Fix
ture
sE
qu
ipm
ent
Kn
ow
-ho
wlic
ence
fee
pet
e fe
e31
.03.
2012
31.0
3.20
11
Co
st o
f as
sets
As
at 0
1.04
.201
1 1
,989
.33
38.
98 4
,145
.21
11,
193.
37 1
69.3
0 9
8.56
673
.39
18,
308.
14 1
72.1
9 3
1.50
22.
31 5
50.0
0 7
76.0
0 1
9,08
4.14
17,
970.
66
Add
ition
s / t
rans
fer
/
adju
stm
ents
126
.14
– 6
29.2
6 1
,610
.80
24.
43 1
4.45
49.
47 2
,454
.55
36.
25 –
– –
36.
25 2
,490
.80
2,1
89.2
9
2,
115.
47 3
8.98
4,7
74.4
7 1
2,80
4.17
193
.73
113
.01
722
.86
20,
762.
69 2
08.4
4 3
1.50
22.
31 5
50.0
0 8
12.2
5 2
1,57
4.94
20,
159.
95
Sal
es /d
elet
ion
/
adju
stm
ents
753
.46
– 3
35.7
6 4
01.5
6 0
.21
0.6
2 4
3.85
1,5
35.4
6 2
.22
– –
– 2
.22
1,5
37.6
8 1
,075
.81
Gro
ss B
lock
tota
l 1
,362
.01
38.
98 4
,438
.71
12,
402.
61 1
93.5
2 1
12.3
9 6
79.0
1 1
9,22
7.23
206
.22
31.
50 2
2.31
550
.00
810
.03
20,
037.
26 1
9,08
4.14
Dep
reci
atio
n/
amo
rtis
atio
n
Upt
o 31
.03.
2011
– 6
.53
546
.03
3,2
37.6
3 5
3.81
45.
47 4
61.0
6 4
,350
.53
152
.87
28.
40 8
.93
550
.00
740
.20
5,0
90.7
3 3
,751
.39
Dep
reci
atio
n
for
the
year
– 0
.41
153
.52
1,1
01.0
4 1
2.74
16.
41 4
7.30
1,3
31.4
2 2
0.53
1.5
2 2
.23
– 2
4.28
1,3
55.7
0 1
,528
.06
– 6
.94
699
.55
4,3
38.6
7 6
6.55
61.
88 5
08.3
6 5
,681
.95
173
.40
29.
92 1
1.16
550
.00
764
.48
6,4
46.4
3 5
,279
.45
Wit
hd
raw
n o
n
sold
ass
ets
– –
29.
05 1
76.3
9 0
.04
0.5
9 3
9.94
246
.01
2.2
2 –
– –
2.2
2 2
48.2
3 1
88.7
2
As
on
31.
03.2
012
– 6
.94
670
.50
4,1
62.2
8 6
6.51
61.
29 4
68.4
2 5
,435
.94
171
.18
29.
92 1
1.16
550
.00
762
.26
6,1
98.2
0 5
,090
.73
Wri
tten
do
wn
val
ue
As
at 3
1.03
.201
2 1
,362
.01
32.
04 3
,768
.21
8,2
40.3
3 1
27.0
1 5
1.10
210
.59
13,
791.
29 3
5.04
1.5
8 1
1.15
– 4
7.77
13,
839.
06
Writ
ten
dow
n va
lue
As
at 3
1.03
.201
1 1
,989
.33
32.
45 3
,599
.18
7,9
55.7
4 1
15.4
9 5
3.09
212
.33
13,
957.
61 1
9.32
3.1
0 1
3.38
– 3
5.80
13,
993.
41
No
tes o
n a
cco
un
ts -
(continued)
IXN
ON
CU
RR
EN
T A
SS
ET
S
FIX
ED
AS
SE
TS
Rs.
in L
akhs
As a
tA
s a
t
Capital
Work
-in-P
rogre
ss (
At
cost)
31
.03
.20
12
31
.03
.20
11
a.
Bu
ildin
g–
21
9.6
4
b.
Pla
nt
& E
quip
ment
19
.91
61
.31
19
.91
28
0.9
5
70
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Notes on accounts - (continued)Rs. in Lakhs
As at As at31.03.2012 31.03.2011
X. NON-CURRENT INVESTMENTS
Non Trade Investments (At cost)
Investment in Equity Instruments :
Non-trade unquoted shares (long term fully paid) 75.00 75.00
Total 75.00 75.00
XI. LONG-TERM LOANS AND ADVANCES
(Secured considered good)
Income Tax - Advance tax paid and tax deducted at source receivable 313.37 72.16
Capital Advances – 201.06
Miscellaneous Expenditure to the extent not written off or adjusted 0.08 0.16
Total 313.45 273.38
XII. OTHER NON-CURRENT ASSETS
Unsecured, considered good : Deposits – 23.22
Electricity Deposit 20.09 25.12
Telephone Deposit 0.18 0.64
Others 40.85 17.23
Total 61.12 66.21
XIII. CURRENT INVESTMENTS
Investment in Mutual funds : (Trade and quoted)
HDFC Standard Life Insurance, Mumbai – 8.06
- 2,22,510.9166 units in HDFC Group unit linked
plan Balanced managed fund 87.54 87.01
(Market Value of the above investment is
Rs.123.09 lakhs. Last year Rs.135.30 lakhs.)
87.54 95.07
Others :
Life Insurance Corporation of India, Chennai
Group annuity policy 98.03 98.03
Total 185.57 193.10
71
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Notes on accounts - (continued)Rs. in Lakhs
As at As at31.03.2012 31.03.2011
XIV. INVENTORIES
(Valued at lower of weighted average cost or net realisable value)
a. Raw Materials and components 1,329.22 960.06
b. Raw Materials and components - Goods in transit 66.67 115.52
c. Work-in-process 220.11 234.11
d. Finished goods 347.76 1,071.28
e. Stores and spares 406.63 201.74
Total 2,370.39 2,582.71
XV. TRADE RECEIVABLES
Debts outstanding for a period exceeding six months
from the date due for payment
Unsecured
Considered good 84.73 189.74
Considered doubtful 334.79 1,233.91
Less : Provision for doubtful debts 334.79 394.70
Total - (A) 84.73 1,028.95
Other debts
Considered good 9,271.65 8,593.89
Considered doubtful 180.11 1.10
9,451.76 8,594.99
Less : Provision for doubtful debts 180.11 1.10
Total - (B) 9,271.65 8,593.89
Total (A)+(B) 9,356.38 9,622.84
XVI. CASH & CASH EQUIVALENTS
a. Balances with banks 248.10 2,019.08
b. Cheques, drafts on hand 22.77 5.86
c. Cash on hand 7.22 10.43
d. Unpaid dividend (earmarked balance) 7.21 8.45
e. Bank deposits 383.64 2.79
Total 668.94 2,046.61
72
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Notes on accounts - (continued)Rs. in Lakhs
As at/for the As at/ for theperiod ended period ended
31.03.2012 31.03.2011
XVII. SHORT-TERM LOANS & ADVANCES
Employee advances (Unsecured considered good) 32.10 29.36
Others 20.66 21.06
Total 52.76 50.42
XVIII.OTHER CURRENT ASSETS
Advances to suppliers 1,028.51 458.20
Prepaid expenses 100.73 80.13
Income tax - Advance tax paid and tax
deducted at source receivable 688.74 457.71
Short term deposits with statutory authorities:
Cenvat receivable 172.96 283.62
VAT set off receivable 126.56 109.27
Advances made 228.00 192.08
Claims Receivable 225.89 129.35
Total 2,571.39 1,710.36
XIX. REVENUE FROM OPERATIONS
Sale of products 60,865.85 48,637.17
Other operating revenues 1,977.17 1,769.18
62,843.02 50,406.35
Less: Excise duty 6,245.81 4,641.57
Total 56,597.21 45,764.78
XX. OTHER INCOME
(a) Interest Income 3.20 2.49
(b) Dividend Income (From subsidiary company) 102.50 –
(c) Net gain/loss on sale of investments 6.62 90.55
(d) Net Foreign Exchange gain/(loss) 12.40 (3.51)
(e) Other non-operating income (Net of expenses ) 4.08 9.18
Total 128.80 98.71
73
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
XXI. RAW MATERIALS AND COMPONENTS CONSUMED
OPENING STOCK
Raw materials (A) 1,075.58 681.70
Purchase of raw materials
and components (B) 40,946.60 35,491.89
Total (C) (A) + (B) 42,022.18 36,173.59
CLOSING STOCK
Raw materials (D) 1,395.89 1,075.58
Consumption (C) - (D) 40,626.29 35,098.01
XXII. CHANGES IN INVENTORIES OF FINISHED GOODS,
WORK IN PROCESS AND STOCK IN TRADE
Opening Stock of Work in Process and Finished Goods
Work-in-process 234.11 276.16
Finished goods 1,071.29 322.89
Total 1,305.40 599.05
Less: Closing Stock of Work in Process and Finished Goods
Work-in-Process 220.11 234.11
Finished Goods 347.76 1,071.29
Total 567.87 1,305.40
Changes in Inventory 737.53 (706.35)
XXIII. EMPLOYEE BENEFIT EXPENSES
Salaries and wages 3,945.24 3,305.14
Contribution to Provident and other funds 167.23 129.06
Welfare expenses 755.16 587.82
Total 4,867.63 4,022.02
XXIV. FINANCE COST
Interest expense 849.23 954.39
Other borrowing costs 79.32 (36.37)
Total 928.55 918.02
Notes on accounts - (continued)Rs. in Lakhs
For the period For the period
ended 31.03.2012 ended 31.03.2011
74
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
XXV. OTHER EXPENSES
Consumption of stores and spare parts 862.82 746.60
Power and fuel 806.62 717.56
Rent 27.88 95.57
Rates and taxes, excluding taxes on income 52.66 88.67
Repairs to buildings 190.02 126.04
Repairs to Plant and Equipment 658.38 513.35
Repairs to other assets 127.34 116.64
Insurance 63.59 69.19
Carriage outward 444.01 649.59
Packing charges 459.52 385.05
Other expenses 2,119.71 1,811.69
Audit fees - as auditors 12.00 10.00
- tax audit 1.50 1.50
- certification 0.50 0.50
- others services 1.68 1.55
- reimbursement of expenses 6.76 6.71
Total 5,834.99 5,340.21
XXVI. EXCEPTIONAL ITEMS
Profit on sale of Fixed assets 151.82 –
As at As at31.03.2012 31.03.2011
XXVII.MINORITY INTEREST
Share capital 984.80 984.80
Share premium 4,531.91 4,531.91
Total 5,516.71 5,516.71
Less: Loss up to the year 2010-11 (92.80) (92.80)
Profit for the year 2011-12 426.51 333.71
Total 5,850.42 5,423.91
Notes on accounts - (continued)Rs. in Lakhs
For the period For the period
ended 31.03.2012 ended 31.03.2011
XXVIII. Accounting Standards, additional disclosures and notes on accounts
1. Consolidation of accounts
A. Basis of accounting
The financial statements are prepared under the historical cost convention and comply with theapplicable accounting standards issued by The Institute of Chartered Accountants of India andthe relevant provisions of the Companies Act, 1956.
B. Principles of consolidation
(i) Consolidated financial statements relate to Harita Seating Systems Limited, Chennai and itssubsidiary viz. Harita Fehrer Limited, Chennai.
75
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
XXVIII. Accounting Standards, additional disclosures and notes on accounts - (continued)
1. Consolidation of accounts - (continued)
(ii) Consolidated financial statements have been prepared on the following basis:
- the financial statements of the Company and its subsidiary have been prepared on a line
by line consolidation by adding the book values of the like items of assets and liabilities as
per the respective audited financial statements of the respective companies.
- the consolidated financial statements have been prepared using uniform accounting policies
for like transactions and other events in similar circumstances and are presented to the
extent possible, in the manner as the Company's individual financial statements.
- Intra - group transactions and resulting unrealised profits have been eliminated.
(iii) The details of subsidiary company considered in the consolidated financial statements are
furnished below:
a Name of the subsidiary companyHarita Fehrer Limited,
Chennai
b Country of incorporation India
c Proportion of ownership(interest / voting power - in %) 51
d Reporting date 31.03.2012
e Difference in reporting date Nil
C. Significant Accounting Policies - on consolidation:
Accounting Standards 1 to 30 (wherever applicable ) issued by the Institute of Chartered
Accountants of India have been duly considered while preparing the accounts of each company
and the same have been explained in detail in the notes on accounts of the respective companies.
These may be referred to. The statements made therein form part of the consolidated accounts.
Rs. in Lakhs
As at/Year ended As at/Year ended
31.03.2012 31.03.2011
2. Contingent liabilities not provided for
a) On counter guarantee furnished to Bank 1,703.74 1,627.15
b) On account of bill discounting 91.80 93.70
c) Customs duty under Export Promotion Capital Goods Scheme 189.13 189.13
d) Contracts remaining to be executed on Capital Account
and not provided for 100.47 –
e) On account of Import LC 514.52 45.76
f) VAT Input credit claimed beyond the prescribed period
as per Section 19(7) of the Tamil Nadu VAT Act 2006 7.95 7.95
3. Liability contested and not provided for
a) Income Tax 44.77 44.77
b) Service tax 290.25 228.51
c) Central Excise 269.51 238.00
d) Value Added Tax 120.73 100.35
e) Customer Claim 439.00 –
76
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Accounting Standards, additional disclosures and notes on accounts - (continued)
Rs. in Lakhs
As at/Year ended As at/Year ended31.03.2012 31.03.20114. Sundry creditors include
a) Dues to small scale industrial undertakings 1,355.32 1,043.73
b) Dues of creditors other than small scale industrial undertaking 8,115.22 9,093.25
c) Information required under the Micro, Small and MediumEnterprises Development Act, 2006:
The Company has written to all suppliers to ascertain ifthey are covered by the said Act. No information has beenreceived.
However, the suppliers' credit terms are generally 45 dayswithin which all payments are made. Hence, the questionof payment of interest or provision thereof for belatedpayments does not arise.
5. Other expenses include
No individual expense is in excess of 1% of the Revenuefrom operations or Rs.1,00,000/- whichever is higher.
6. Expenses, wherever applicable are inclusive of service taxat appropriate rates and net off service tax set off permissible.
7. Last year's figures have been regrouped wherever necessaryto conform to this year's classification.
Related party disclosure:
LIST OF RELATED PARTIES
a) Key Management Personnel
For Harita Seating Systems Limited, Chennai : Mr. A.G. Giridharan - Manager cum President
For Harita Fehrer Limited, Chennai· : Mr. Rajesh Oommen - Manager
b) Fellow Associate : F.S. Fehrer Automotive GmbH, Germany
Related party transactions Rs. in Lakhs
Nature of transactionFor the Year ended For the Year ended
31.03.2012 31.03.2011
F.S. Fehrer Automotive GmbH, Germany
Equity contribution received during the year – 1,560.99
Purchases 93.97 178.26
Rendering of Services – 6.79
Receipt of Services 557.55 –
Payable 27.97 8.99
As per our report annexedH LAKSHMANAN RAM NATARAJAN A G GIRIDHARAN For SUNDARAM & SRINIVASANChairman Director President cum Manager Chartered Accountants
FRN: 004207S
M. BALASUBRAMANIYAMChennai N ISWARYA LAKSHMI Partner30th May 2012 Company Secretary Membership No.F7945
77
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Consolidated Cash Flow Statement for the year ended 31st March, 2012
Rs. in lakhs
Year ended Year ended
31.03.2012 31.03.2011
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax and extra ordinary items 2,527.06 (336.56)
Add: Depreciation 1,355.70 1,528.06
Preliminary expenses 0.08 0.08
Interest Income (3.20) (2.49)
Profit/(loss) on sale of assets(net) (85.11) (0.65)
Finance Cost 928.55 2,196.02 918.02 2,443.02
Operating profit before working capital changes 4,723.08 2,106.46
Adjusted for:
Working Capital changes
Trade Payables (1,544.15) 9.63
Other Current Liabilities (2,889.46) 2,696.47
Short Term Provisions (387.64) 319.92
Long Term Loans and Advances 201.14 (201.22)
Current Investments 7.53 36.66
Inventories 212.32 (1,172.30)
Trade Receivables 266.46 (2,475.43)
Short Term Loans and Advances (2.34) 191.22
Other Non current assets 4.43 14.07
Other Current Assets (630.00) (4,761.71) 98.54 (482.44)
Cash generated from operations (38.63) 1,624.02
Less : Taxes paid (492.81) (323.59)
Net cash from operating activities - (A) (531.44) 1,300.43
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets (2,229.76) (2,467.84)
Proceeds from sale of assets 1,374.56 887.74
Purchase of investments – (75.00)
Interest received 3.78 2.22
Net cash used in investing activities - (B) (851.42) (1,652.88)
78
CONSOLIDATED FINANCIAL STATEMENTS OF HARITA SEATING SYSTEMS LIMITED AND ITS SUBSIDIARY
Consolidated Cash Flow Statement for the year ended 31st March, 2012(continued)
Rs. in lakhs
Year ended Year ended
31.03.2012 31.03.2011C CASH FLOW FROM FINANCING ACTIVITIES
Share Capital – 1,560.99
State subsidy 26.10 –
Long Term Borrowings (87.41) (639.82)
Long Term Provisions (70.64) (17.60)
Other Long term liabilities 0.51 –
Short Term Borrowings 1,073.46 1,749.12
Finance cost paid (935.59) (892.24)
Dividend paid (1.24) (1.54)
Net cash from financing activities - (C) 5.19 1,758.91
D. NET INCREASE / (DECREASE) IN CASH AND
CASH EQUIVALENTS (A)+(B)+(C) (1,377.67) 1,406.46
Cash and cash equivalents at the beginning of the year 2,046.61 640.15
Cash and cash equivalents at the end of the year 668.94 2,046.61
Notes: 1) The above statement has been prepared in indirect method except in case of dividend, interest,
direct tax, purchase and sale of investments, which have been considered on the basis of actual
movement of cash.
2) Cash and Cash equivalent represents cash and bank balances
As per our report annexedH LAKSHMANAN RAM NATARAJAN A G GIRIDHARAN For SUNDARAM & SRINIVASANChairman Director President cum Manager Chartered Accountants
FRN: 004207S
M. BALASUBRAMANIYAMChennai N ISWARYA LAKSHMI Partner30th May 2012 Company Secretary Membership No.F7945
(Rs. in lakhs)
S. No. Particulars Amount
Disclosure of Information relating to subsidiary viz., Harita Fehrer Limited, Chennai as required by the Central
Government under Section 212 (8) of the Companies Act, 1956
(Rs. in lakhs)
S. No. Particulars Amount
(a) Capital 2,009.80
(b) Reserves 9,881.22
(c) Total assets 19,556.33
(d) Total liabilities 19,556.33
(e) Details of investment 75.00
(f) Turnover including other income 29,473.63
(g) Profit before taxation 1,108.51
(h) Provision for taxation 4.50
(i) Profit after taxation 1,104.01
(j) Proposed dividend 200.98
top related