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71st Annual Report 2008

USHA INTERNATIONAL LTD.


(Formerly known as The Jay Engineering Works Ltd.)
2008
connectivity and cheerful interiors make working here a real pleasure.
.

Determination We know where we want to go and together we will get there


Innovation We will encourage people to open their minds, explore new ideas and think creatively
Excellence We will excel in all our business processes and will leverage experts wherever required
Empowerment We will develop a culture that will allow each one of us to have the authority and be
accountable for his/her actions

Directors
A.K. Chowdhury
A.K. Jain
Chhaya Shriram – Whole Time Director
Krishna Shriram
N.K. Goila
P.K. Bhalla
S.C. Jain
Siddharth Shriram – Chairman
Sunil Wadhwa – Managing Director
Vinod K. Wazir

Principal Executives

Executive Directors
Alok Goel
Ravi Raju
S.S. Singhal (Senior Advisor)

Vice-Presidents
Anju Munjal
D.S. Narang (Senior Advisor)
P.C. Bhandari
P. Narayan

Company Secretary
Pratibha Aggarwal

Bankers
Bank of Baroda
Punjab National Bank

Auditors
Thakur, Vaidyanath Aiyar & Co.
Chartered Accountants

Equity Shares Listed at


Delhi Stock Exchange & Calcutta Stock Exchange
(Annual Listing Fee paid for the year 2008-2009)

Registered Office
19, Kasturba Gandhi Marg
New Delhi – 110 001

Corporate Office
Plote No. 3, Institutional Area
Sector-32, Gurgaon – 122 001
Haryana
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CHAIRMAN’S MESSAGE

Dear Shareholder,

Last year saw our international consultant’s report being submitted and broadly
accepted by the Management of the Company. This acceptance mandates, among
other things, significant organizational changes and H.R. growth, introduction of new
products and concentration on linking manufacturing to sales and design in a way
which will prepare us well for the succeeding decade.

We must operate our business in the context of some significant events in the world
which also impact us in our societies. Some of these events are that much of the
world, including India, remains mired in poverty; the estimated future prices of fossil
fuels for energy are going to be so high that the way we live will be comprehensively
altered, bringing a host of new opportunities which will change our lives in presently
unknown ways. Many forces including the impact of rapid industrialization of
developing countries, is causing the world’s natural ecological balance to shift with
completely unpredictable consequences.

Therefore we must commit to run our business to fit into the particular scenarios of
how life and business will be in the future.

Accordingly, all of our products must provide a healthful, cheerful and sustainable
way of life. This requires significant application of mind and then great courage to
stay the course. It is in this way that we can help make a better life for many. This is the
set of values we must live by. All of our products must necessarily get Energy Star
ratings so that the customer may know that we, with them, are active subscribers
and participants in programmes to conserve energy. The consequential initial higher
price to the consumer will give a long term return to the society, and therefore
themselves. We must propagate that reducing each person’s carbon foot print
through lower energy consumption will make for a better life for all of us. Therefore
we must look for materials that are recyclable, most convenient to be accessed, easy
to use, so that our customers may say that they are participating in the world campaign
for lower energy consumption and reducing global warming.

We cannot do this alone. While we will of course use many design firms and R&D
establishments, including our own, we must enlist the assistance of all stakeholders
such as our customers/ shareholders/employees/dealers. They can and must tell us
and give us ideas how we may proceed on our mission. We live in this world together
and therefore must be partners in making a better life for all of us.

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The previously announced merger of Usha International Limited into The Jay
Engineering Works Ltd is now complete; we have changed the name of the merged
entity (i.e. The Jay Engineering Works Ltd) into Usha International Ltd to better express
our brand. Thus now, for the first time, Usha International is a composite of our own
manufacturing, our own selling and distribution, our own brands and our own sourcing
and distributing. Now that this is achieved there are many plans to improve our
business over the next 3-4 years.

We are exploring new businesses that we may enter into including the establishment
of additional brands and distribution of other brands and products through our
superior distribution system. You will see evidence of this in the coming months.

We have targeted that UIL will grow at a rapid but measured pace. For this however
there has to be a complete overhaul and re-envisioning of our human resources
structures. Consequently a comprehensive overhaul of all policies are being
undertaken and streamlining and modernizing a bottom-up top-down approach to
evolving an H R Vision is under way. We believe that this will significantly enhance
the attractiveness of our Company for encouraging bright new talent to join us and
for retaining existing skills. We have already embarked on expansion of top and
senior management at different levels to fill out our growing needs, investing
significantly higher amounts on executive education at all levels and involving each
employee in representing the Company and our corporate brand to the external
world.

At present the Company shares post merger are not traded. Procedural matters with
the exchanges where your Company was originally listed (Delhi and Calcutta Stock
Exchanges) have been completed and subsequent applications on the BSE and NSE,
where they were never listed, will be made. Please bear with us on this.

With warm regards,

Siddharth Shriram

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JOINT VENTURES / ASSOCIATES

■ Honda Siel Power Products, Japan

■ Hunter Fan Comapany, USA

■ Janome Sewing Machine Company,


Japan

■ G.D. Midea Environment Appliances


Manufacturing Company Ltd., China

■ NGK, Japan

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DIRECTORS’ REPORT

USHA INTERNATIONAL LIMITED


(Formerly known as The Jay Engineering Works Limited)

Your Directors are pleased to present the 71 st Annual Report alongwith Audited Accounts of the
Company for the year ended March 31, 2008.
SCHEME OF ARRANGEMENT
The merger of Usha International Limited and Shriram Fuel Injection Industries Limited into The Jay
Engineering Works Limited and reduction of equity share capital of the merged company w.e.f.
1.4.2007 has been accomplished. Further more, the name of The Jay Engineering Works Limited
stands legally changed to Usha International Limited.
Accordingly, 1,10,74,319 new Equity Shares have been allotted to the eligible Shareholders of all the
concerned Companies.
FINANCIAL RESULTS
The Annual Report of the Company for the year 2007-2008 has been prepared after considering the
effect of the Merger.
The merged Company made a gross profit of Rs. 2853.46 lacs for the year ended 31.3.2008. The
previous year stand alone profit of the company was Rs. 291.24 lacs but this is not at all comparable.
DIVIDEND
Your Directors have considered the payment of dividend and feel it appropriate to observe the
effects of the merger and have liquidity available for any urgent need. Therefore they are unable to
recommend a dividend.
FIXED DEPOSITS
Fixed Deposits amounting to Rs. 28.07 lacs pertaining to 89 depositors remained unclaimed at the
close of the year.
SUBSIDIARY COMPANY
AVRO SALES PRIVATE LIMITED
Owing to the merger, M/s Avro Sales Private Ltd. a wholly owned subsidiary of erstwhile Usha
International Limited has become a subsidiary of the company.
A statement of Holding Company’s interest pursuant to Section 212 of the Companies Act, 1956 and
the Audited Annual Accounts along with Report of Board of Directors and Auditors of the subsidiary
Company are attached to the Accounts.
In accordance with the Accounting Standard (AS-21), consolidated financial statements are also
attached which form part of the Annual Accounts of the Company.
DIRECTORS
Mr. N.K. Goila, Director will retire by rotation at the forthcoming Annual General Meeting of the
Company and being eligible, offer himself for reappointment.
Mr. P.K. Bhalla has been appointed as Additional Director w.e.f. 30.10.2007.
Mr. S.S.L. Gupta, Mr. A.K. Chowdhury and Mr. Vinay Kumar resigned from the Directorship of the
Company w.e.f. 30.5.2008, 2.6.2008 and 1.7.2008 respectively. The board places on record its sincere
appreciation of the valuable services rendered by them during their tenure as directors of the
Company.

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After merger, the Board of Directors was reconstituted at the Board meeting held on 23.6.2008 and
the following Directors have been appointed as Additional Directors:
1. Mr. Sunil Wadhwa
2. Ms. Chhaya Shriram
3. Mr. A.K. Jain
4. Mr. A.K. Chowdhury
5. Mr. Vinod K. Wazir
Mr. Sunil Wadhwa has been appointed as Managing Director of the Company w.e.f. 2.6.2008 till
31.3.2012. Ms. Chhaya Shriram has been appointed as Whole- time Director of the Company w.e.f.
2.6.2008 till 31.3.2010.
Mr. Krishna Shriram has been appointed as Additional Director w.e.f. 30.7.2008.
Pursuant to provisions of Section 260 of the Companies Act, 1956, Mr. P.K. Bhalla, Mr. Sunil Wadhwa,
Ms. Chhaya Shriram, Mr. A.K. Jain, Mr. A.K. Chowdhury, Mr. Vinod K. Wazir and Mr. Krishna Shriram are
liable to retire at this Annual General Meeting. The Company has received notices from the
Shareholders under section 257 of the Companies Act, 1956 proposing their candidature for the
office of the Director.
In order to enable the Company to have a larger and stronger board to meet the new challenges in
the business environment and growing competition and international operations, the Board of
Directors had increased the maximum permissible limit of directors from 12 to 20. This has been
recommended to the Shareholders for their approval at the forthcoming annual general meeting
and thereafter an application will be made to the Central Government for its approval.
AUDITORS
M/s Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company holds
office until the conclusion of the forthcoming Annual General Meeting and is recommended for
reappointment. The Company has received a certificate from them to the effect that their
reappointment, if made, would be within the prescribed limits under section 224(1B) of the Companies
Act, 1956.
AUDITORS REPORT
The observations of the auditors are self explanatory and/or suitably explained in the various notes
to the accounts.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND
OUTGO
As the Company’s operations are not energy intensive, no special measures have been taken for
energy conservation and no proposals are under consideration for the same. Particulars of energy
consumption in Form ‘A’ are not required to be provided since the Company is not covered by
industries specified in the relevant schedule.
Data of technology absorption in Form ‘B’ is annexed as per Annexure I.
The information relating to Exports has been given in the Corporate Governance Report and the
amount of total foreign exchange earned/ utilised during year ended March 31, 2008 has been given
in Notes to the Accounts which are attached herewith and form an integral part of this Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, the particulars of employees are required to be furnished in

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the statement to be annexed to this Report. However, as per the provisions of section 219(1)(b)(iv) of
the said Act, the report and accounts are being sent to all the Shareholders excluding the aforesaid
annexure.
The complete annual report including this statement shall be made available for inspection by any
Shareholder during working hours for a period of 21 days before the date of the Annual General
Meeting. Any member interested in obtaining the copy of the statement may write to the Company
Secretary at registered office of the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956, your Directors state that:
(i) the applicable accounting standards have been followed in the preparation of the annual
accounts;
(ii) the accounting policies incorporated in Notes to the Accounts are consistent and the judgments
and estimates made are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit or loss of the
Company for that period;
(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
(iv) the Annual Accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
The Compliance Report on Corporate Governance forms part of the Annual Report and annexed
hereto as Annexure II along with the Auditors’ Certificate on its compliance.
GROUP COMPANIES FOR INTERSE TRANSFER OF SHARES
Perennial Investments Private Limited, M.S.R. Enterprises Private Limited, Greenfields Commercial
Private Ltd., Siel Holdings Limited and Mawana Sugars Limited are group Companies as defined in
the Monopolies and Restrictive Trade Practices Act, 1969.
DEMATERIALISATION OF SHARES
The Equity Shares of the Company have been notified for compulsory trading in demat form. The
Company has entered into agreements with both National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL) and the shares of the Company have been activated
for dematerialization with NSDL and CDSL.
LISTING OF SECURITIES OF THE COMPANY
The listing fee for the year 2008-2009 has been paid to the Stock Exchanges where the Shares of the
Company are listed (Delhi and Calcutta).
ACKNOWLEDGEMENTS
The Directors wish to thank the Company’s Bankers, Dealers, the Shareholders and Business Associates
for their continued support and record their appreciation of devoted services rendered by all ranks
of the Company’s personnel during the year.

On behalf of the Board

New Delhi SIDDHARTH SHRIRAM


August 19, 2008 CHAIRMAN

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Annexure-I

FORM – B
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO
TECHNOLOGY ABSORPTION
RESEARCH & DEVELOPMENT (R&D)
1. Specific Areas in which R&D carried : - New Models/design development
out by the company - Technology/processes upgradation
- Products quality/efficiency
- Standardisation

2. Benefits derived as a result of above : - Reduction in manufacturing costs


R&D - Improved consumer appeal
- Process simplification

3. Future plan of action : - R&D efforts to continue all round for better product
quality, optimising raw material utilization and
development of new models / designs to achieve
better productivity / better consumer satisfaction.

4. Expenditure on R&D : a) Capital - Nil


b) Recurring - Rs. 40.73 Lacs
c) Total - Rs. 40.73Lacs
d) Total R&D exp. as a % of
total turnover - 0.06 %

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

1. Efforts made : Interaction both nationally and internationally is


maintained to introduce modern technology in plants
by changes in operation processes / toolings etc.
besides in-house R&D developments.

2. Benefits derived : - Cost Reduction


- Quality Improvement
- Improved Capacity Utilisation

3. Information Technology : Not Applicable


(imported during the last five years)

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CORPORATE GOVERNANCE REPORT

Annexure-II
CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED
MARCH 31, 2008
1. Company’s Philosophy on Code of Corporate Governance
Usha International’s philosophy of Corporate Governance foster a culture for promoting good
governance and voluntary compliance which facilitate effective participation of all concerned
and at the same time maximize Shareholders value on a sustained basis. Usha’s Board of Directors
aims at framing best practices, structures, processes and ethics to attain high levels of transparency,
integrity and equity in all the facets of operations of the Company, and in interactions with its
stakeholders.
2. Board of Directors
(I) Composition
At the year end, the Company’s Board consists of seven Directors headed by a Non-
Executive Chairman. The Composition of the Board is in conformity with Clause 49 of the
Listing Agreement.
During the year, eight Board meetings were held on 25.5.2007, 8.6.2007, 25.7.2007, 4.10.2007,
30.10.2007, 21.12.2007, 22.12.2007 and 25.1.2008.
The particulars of the Directors during the year ended March 31, 2008 are as under:
Director Category Atte ndance
Attendance No. of Committee
Particulars outside Membership*
Directorship
Board Last held Member Chairman
Meetings AGM (excluding
Private &
Foreign
Co mpanies)
Companies)
Mr. A.K. Chowdhury Independent/ 8 Yes 1 1 1
Non-Executive
Mr. Arun Datta1 Independent/ 1 N.A - - -
(BIFR Nominee) Non-Executive
Mr. N.K. Goila Non-Executive 2 Yes 3 5 2
Mr. P.K. Bhalla2 Independent/ 3 N.A. 1 Nil Nil
Non–Executive
Mr. Rajendra Khanna3 Independent/ 1 N.A. Nil Nil Nil
Non–Executive
Mr. S.S.L. Gupta Independent/ 8 Yes 1 2 2
Non-Executive
Mr. S.C. Jain Independent/ 4 No 2 3 Nil
(Nominee of Life Non-Executive
Insurance Corporation)
Mr. Vinay Kumar Independent/ 5 No Nil Nil Nil
(Nominee of Punjab Non-Executive
National Bank)
Mr. Siddharth Shriram Non-Executive 8 Yes 6 5 3
(Chairman)
*Consisting of Audit Committee and Shareholders Relations Committee.
1
Resigned vide letter dated 25.5.2007.
2
Co-opted as an additional director w.e.f. 30.10.2007.
3
Resigned w.e.f. 22.9.2007. 9
The Company, placed before the Board all statutory and other important items
recommended under the Corporate Governance guidelines.

(II) Code of Conduct & Ethics

The Board of Directors of the Company has prescribed a Code of Conduct for all the
Board Members and the Core Management Team of the Company which is available on
the website of the Company “www.ushainternational.com”. The Board Members and the
Core Management Team have affirmed compliance of the Code of Conduct. A declaration
to this effect signed by the Managing Director is appended at the end of this report.

3. Audit Committee
The Company has an Audit Committee dealing with the matters assigned by the Board of
Directors. The power, role and terms of reference of the Audit Committee constituted under
Clause 49 of the Listing Agreement with the Stock Exchange are as prescribed under section
292 A of the Companies Act, 1956.

During the year, four Audit Committee Meetings were held on 25.5.2007, 25.7.2007, 30.10.2007
and 25.1.2008.

The Chairman of the Committee was present at the last Annual General Meeting to answer
the shareholders queries. The Company Secretary acts as the Secretary of the Committee.

The composition of the Committee and the meetings attended by its members during the
year ended March 31, 2008 are as under:

Member Director Executive/ Independent/ No. of Meetings


Non-Executive Non- Independent Attended (Total
meetings held 4)

Mr. S.S. L. Gupta (Chairman) Non-Executive Independent 4

Mr. A.K. Chowdhury Non-Executive Independent 4

Mr. N.K. Goila1 Non-Executive Independent 1

Mr. Rajendra Khanna2 Non-Executive Independent 1

1
Appointed as Advisor of the Company w.e.f. 1.6.2008 and hence became non independent.
2
Resigned w.e.f. 22.9.2007.

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4. Remuneration Committee
(I) Remuneration Committee has been constituted by the Board of Directors of the Company
on 23.6.2008.
(II) The details of the remuneration paid to the Non-Executive Directors for attending Board/
Committee meetings during the year ended March 31, 2008 are given below:

Sl. No. Name Sitting Fee


(Rs.)
1. Mr. A.K. Chowdhury 11500
2. Mr. N.K. Goila 5000
3. Mr. P.K. Bhalla 1500
4. Mr. S.S.L. Gupta 11500
5. Mr. S.C. Jain 1000
6. Mr. Vinay Kumar 2500
7. Mr. Siddharth Shriram 4000
TOTAL 37000

The Non-Executive Directors did not have any pecuniary relationship or transactions with
the Company (except to the extent of receipt of sitting fees).
(III) Mr. N.K. Goila has been appointed as Advisor w.e.f. 1st June, 2008 to 31st May, 2010 on a
monthly all inclusive remuneration of Rs. 200000 (Rs. Two lacs only).

5. Shareholders Relations Committee


(I) Terms of Reference
The Shareholders Relations Committee approves and monitors transfers of Shares and
also the complaints of Shareholders relating to transfer of Shares, non receipt of Balance
Sheet etc., transmission, transposition, deletion, split, consolidation of Share Certificates
and to give authorization to Directors/ officers of the Company to sign Share Certificates
for the said purposes.
(II) Composition
The composition of the Committee and their attendance at the Committee meetings held
on 7.5.2007, 8.6.2007, 19.7.2007, 17.9.2007, 22.10.2007, 27.11.2007. 12.12.2007, 20.12.2007,
21.12.2007, 20.2.2008 and 1.3.2008, during the year ended March 31, 2008 are as under:

Member Director Executive/ Independent/ No. of Meetings


Non- Executive Non- Independent Attended
(Total meetings held 11)
Mr. A.K. Chowdhury Non- Executive Independent 11
(Chairman)
Mr. S.S.L. Gupta Non- Executive Independent 11
Mr. N.K. Goila1 Non- Executive Independent 7
Mr. Rajendra Khanna2 Non- Executive Independent 2
1
Co-opted as Committee member w.e.f. 4.10.2007.
2
Resigned w.e.f. 22.9.2007.

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Ms. Pratibha Aggarwal, Company Secretary is the Compliance Officer of the Committee.

No Share transfer was pending as on March 31, 2008.

The Company has not received any complaint of any Shareholders during the year ended
March 31, 2008.

In accordance with SEBI’s regulations on prevention of insider trading, a Code of Conduct


for Directors, Officers and Designated Employees is in place.

6. General Body Meetings


(I) The last three Annual General Meetings were held as under:

Financial Location Date Time Special Resolution


Year Passed

2006-2007 Kamani Auditorium, 21.9.2007 10.00 A.M. No special resolution


1, Copernicus Marg,
New Delhi – 110001.

2005-2006 Kamani Auditorium, 21.8.2006 10.30 A.M. - Appointment of


1, Copernicus Marg, Director as ‘Advisor’
New Delhi – 110001. u/s 314 of the
Companies Act, 1956
- Amendment in
Articles of Association

2004-2005 Kamani Auditorium, 29.8.2005 10.30 A.M. Shifting of Registers of


1, Copernicus Marg, Members to the office
New Delhi – 110001. of Registrar & Transfer
Agent

(II) No Special resolution was put through a Postal Ballot during the year.

(III) During the year 2008-09, the Company had obtained Shareholders approval by way of
Special Resolution through Postal Ballot to amend the Object Clause of the Memorandum
of Association of the Company. The result of the Postal Ballot was declared on 26.6.2008 by
the Chairman of the Company at the Registered Office based on the Report submitted by
the Scrutinizer viz. Ms. Mamta Jain, a practising Company Secretary, appointed for conducting
the Postal Ballot process in a fair and transparent manner.

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The voting pattern in the above Item was as under:

Sl. No. Particulars No. of Shareholders No. of Votes (Shares)

1. Total votes polled 128 19618605

2. Valid votes 119 19611392

3. Invalid votes 9 7213

4. Votes cast in favour of the Resolution 117 19611191

5. Votes cast against the Resolution 2 201

Result of Postal Ballot : Passed with overwhelming majority on 26.6.2008.

7. Disclosures
(I) Related party transactions have been disclosed in Point no. 5 A & B of Schedule 10 (Part B)
of the Balance Sheet.
(II) There were no instances of non-compliance by the Company and no penalties, strictures
were imposed on the Company by stock exchanges or SEBI or any statutory authority on
any matter related to the capital markets, during the last three years.
(III) Risk Management
The Company has constituted a Risk Management Committee for reviewing the risk
assessment and minimization procedure and for submitting their recommendations to
the Board.
(IV) The Shareholding of the Non-Executive Directors of the Company as on 31.3.2008 is as
under:

Sl. No. Name of the Director No. of Shares


1. Mr. A.K. Chowdhury 1
2. Mr. N.K. Goila 1
3. Mr. P.K. Bhalla 1
4. Mr. S.S.L. Gupta Nil
5. Mr. S.C. Jain Nil
6. Mr. Vinay Kumar Nil
7. Mr. Siddharth Shriram Nil

8. Means of Communication
(I) Quarterly results were published in ‘The Financial Express’ and `Veer Arjun’ for
the information of Shareholders/Investors. Though these results were not sent
to the Shareholders individually, these are available at Company’s website
www.ushainternational.com.

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CEILING FAN

9. Management Discussions and Analysis Report


A. Product Categories
 Fans

Production of fans by the organised sector in India crossed the 20 million mark during
2007-08, a growth of 18% over the previous year. Usha retained the No. 2 position in the
organised sector and grew volumes by 12.5% during the year.

In the financial year 2007-08, Usha International, responding to the growth in demand
from the construction sector, reinforced its distribution across the country with over 600
redistributors and direct dealers added to the sales network. Deeper penetration in the
market has been achieved due to an increased presence in small towns. The Company has
a dedicated team promoting the brand in large format retail outlets in urban and semi-
urban commercial centres.

Last year 20 new models with distinctive styles and features had been introduced in the
market. Presently, the brand offers the widest portfolio of products across categories in
the fan industry.

Segmentation has played an important role in defining the marketing strategy. Usha
entered the air circulator segment, a niche that has evolved owing to the rapid
industrialisation taking place in the country. Similarly, in the lifestyle segment, the Company
has bolstered the existing portfolio by adding four new decorative models in the ceiling
fan category.

The industry is expected to achieve good growth in the coming years. The pace of growth
however will witness a decline as it will be impacted by macro trends in the Indian
economy with real estate adversely affected and increasing interest rates reducing
disposable incomes.

 Sewing Machines

During the past year Usha International sold 500,000 straight stitch sewing machines.
Usha is the market leader in this segment with a market share of 75% of the organised
sector

For Usha, the automatic zig-zag sewing machine segment is growing rapidly with a
growth of 21% over last year. The Company has recently introduced a new model ‘ALLURE’
from it’s long time partner Janome of Japan, in the automatic zig-zag category at an
attractive price point, which should boost sales even further. Plans are being developed to
extend the distribution reach of the automatic zigzag sewing machines to smaller towns
across India.

Usha has introduced a range of automatic computerised embroidery machines targeted


at boutique owners and job workers. In 2007-08, the MC-200E from Janome was launched
in the Memory Craft series.

In addition to this, seven new sewing machine models were introduced in the high-speed
industrial category.

14
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AUTOMATIC ZIG-ZAG SEWING MACHINE

Sales and service standards have been upped to further establish the brand within the
several sewing and embroidery machine segments. Product training, including service
training by qualified engineers from Janome of Japan has been organised for sales staff
during the past year. Apart from increasing promotional efforts through exhibitions,
improved logistics and service support has given a boost to sales

The Company has an established presence of 1,500 dealers spread up to small towns.
Focussed initiatives in the past year have resulted in expanding the customer base.

In the coming year, plans have been firmed up to enhance initiatives both in the zig-zag
and highspeed industrial segments. The high-speed industrial machine range as well as
its marketing network is being expanded to offer more options to target garment exporters.
For the zig zag range, hobby centres are being opened to serve as interactive touch-
points with customers.

 Sewing Schools

The Usha sewing and design school network has grown to a strength of 325 with a view
to doubling this number in the next two years. The curriculum has been revamped and
implemented. These schools now offer a viable vocational option and are professionally
managed.

 Home Appliances

During 2007-08, the industry grew at 18%. Growth of the organised sector was more
robust at 24%-25%. The industry is highly fragmented, which indicates opportunities in
the distant future.

Usha’s presence in the home appliances market is extensive. In the financial year 2007-08,
the Appliances division registered a topline growth of 19% over the previous year. Factors
inducing growth were better visibility by way of promotions, a wider distribution network,
and an expanded product range.

Mixer-grinder is an important product category and its contribution in the Company’s


appliances portfolio has been considerable. In the past year, Usha introduced:

 A new Mixer-Grinder model catering to the economy segment.

 A new Room Cooler model featuring an all-new design with a larger tank capacity.

 New products in categories including juicer-mixer-grinders, steam irons, toasters,


halogen heaters and instant water heaters.

Brand visibility is being built up through the introduction of Usha Lexus home appliances
across a number of large format retail chains. The dealer network has been strengthened
both in terms of numbers and through service and training inputs.

Plans for the coming year include new model introductions in key categories, as well as
the development of niche segments. The strategy includes aggressive pricing, introduction
of economy models and an expansion of the distribution network.

15
JUICER MIXER GRINDER

 Engines and Pumpsets


Market conditions in this product category were depressed during 2007-08 owing to the
steep hike in the cost of pig iron, steel and other inputs. Aggregate sales including
imports of small horsepower diesel engines stood at 500,000 units for the year for the
organised sector industry. Slow-speed and standard segments witnessed a decline, while
the light-weight and imported engine segments saw a growth in sales.
Despite the adverse conditions, Usha achieved 20% growth in the sales of engines and
pumpsets over the previous year, improving its position in the imported, light-weight
and standard segments. Usha is now the largest selling small engines based pumpset
brand across the country.
Recent product introductions by the Company are in keeping with changing customer
preferences. The newly introduced light-weight engines and the Honda-powered kerosene
pumpsets have contributed substantially to Usha’s growth in the category. In the agro-
industrial segment, sales of aircooled engines picked up owing to various government
schemes.
Marketing activities proposed for the coming season include dealer network upgradation
and extension of service facilities in the rural markets. The Company proposes to introduce
imported engines for applications other than for pumpsets.
 Electrical Motors and Pumps
While the industry grew at around 7% during the financial year 2007-08, the Company
registered a growth of 30% in this category.
The submersible pumpset range launched two years back has clocked the fastest rate of
growth within the category at 49%. Designed to operate under low voltage conditions,
the Usha range is competitively priced. In addition, sales in the mini- monoblock segment
grew by 20%.
The Company has launched a full range of compressor pumps in the Eastern India. These
are specially suited to the high depth water table conditions prevalent in the region.
Also introduced during 2007-08 is a sleek new 0.5 HP Mini Monobloc model in the economy
segment.
The submersible pumps segment is a high growth area, and the Company plans to focus
on dealer network upgradation during the coming year to improve its sales and
distribution platform. New introductions are also scheduled in the Electric Monobloc,
Mini Monobloc and slow-speed Mini Monobloc categories.
 Water Coolers & Dispensers
The refrigeration business consists of two product categories – water coolers and water
dispensers. The market for the former product line has been sluggish at 7% growth for
the past couple of years. Water dispensers, on the other hand, have demonstrated good
industry growth, at around 30%.
In the financial year 2007-08, sales of Usha water coolers grew by about 7%, which
parallels the industry trend. Business for Usha water dispensers has grown by 43% over
the previous year.
Quality was enhanced through the introduction of PUF-injected insulation of water cooler
tanks in the last year. The Company shored up its service and distribution through a focus
on network expansion, dealer productivity and training inputs during the year.

16
.

PORTABLE PUMPSET

For the coming year, the Company has chalked out a sales plan targeting growth rates of
25% and 75% in the water cooler and dispenser categories respectively. The Company is
expected to tap the potential of the export market as well in this product category.
 Auto components
Following the tie-up for the marketing and distribution of the NGK brand spark plugs,
Usha’s auto component division has moved forward. The distribution network has been
revamped and extended across the country.
Aggressive promotions through display stalls and van campaigns elicited good customer
pull.
Emphasis has been on field level marketing in tier II and III towns, where the growth in
demand has been the strongest.
B. Exports
Exports for the Company comprise of four product categories:
 Electric fans : Exports in this category grew by 5%.
 Chemicals : Export of chemicals by the Company has declined owing to better realizations
in the domestic market.
 Diesel engines : The Company increased exports of diesel engines by 10%.
 Auto Components : Export of fuel injection equipment and auto components increased
by 12% during 2007-08.
Strengthening of the rupee and the rise in input costs has had an adverse impact on growing
the export business. The resultant increase in selling prices has affected sales across all
categories.
Participation in trade fairs has helped grow the brand in international markets. There has
been a favourable growth in the export of electric fans, and the Company maintains its
position as the No.2 exporter of fans from the country. Overall exports by the Company are
targeted to grow by 25% during the coming year.
C. Modern Retail
The Company’s business with Modern Retail has grown substantially in the year. The Company
currently does business with 18 Modern Retail format chains across the country. Market
leadership for Usha fans has been clearly established across all large format stores, and the
brand has over 50% market share in the three top chains.
Recruitment of dedicated sales teams and close interaction with major retail chains has
served to establish the brand in this area. Store-level promotions and deployment of the
appropriate product mix is regularly reviewed. A monthly training calendar has been chalked
up, both for the Company’s sales team and for channel promoters. New products have been
developed specifically for this channel. Products introduced last year include water dispensers
and automatic zig-zag sewing machines.
This sector is growing rapidly and the Company has set a target of 100% growth for the
coming year if not more.

17
MINI MONOBLOCK

D. Distribution Network
To support its sales force, the organization has an infrastructure backbone of 16 locational
offices, 57 Company showrooms and 33 warehouses. At the retail level, the Company is
represented through an extensive dealer network and a presence in all urban centres with
a population over 20,000. The Usha brand is well recognised even in the hinterland; sales
from semi-rural areas contribute to approximately 20% of the Company’s revenues.

The Company showcases its product range through its network of Company showrooms
across India, which will soon be expanded. New locations in upcoming retail districts are
being considered.

E. Information Technology
The Company wishes to greatly strengthen its IT operations backbone. The ERP system is
being upgraded to the latest version and HR and Payroll operations will be mapped during
the year. The Business Intelligence Warehousing component is being implemented for
better business analysis through strategic and operational MIS reporting processes. Network
infrastructure has been improved by upgrading to higher capacity links with improved
reliability.

In the coming year, provision has been made to upgrade the IT infrastructure at all Company
showrooms. Modern retail requirements are being mapped to configure hardware and
software requirements, which will be networked to a central SAP system.

An online business information access platform is scheduled for implementation through


SRM (Supplier Relationship Management) and CRM (Customer Relationship Management)
solutions. This is expected to deliver greater transparency and strengthen the information
flow with stakeholders, including suppliers and key customers. All factories will be connected
through ERP and the next stage will be to integrate key suppliers.

As per the Company’s comprehensive IT security policy, internal and external audits are
regularly conducted.

F. Human Resources
The Company is revamping its complete HR structure to better address the needs of the
future. This will include the following, among other initiative areas:

I. Training and Development

II. Organisational Restructuring

III. Performance Management Systems

The restructured environment will be more transparent and offer all employees greater
opportunity for happiness and success. This is integral to the Company’s vision to bring in
and retain talent and effectively meet the demands of business in the future.

G. After Sales Service


The Company is committed to providing a high standard of customer satisfaction. A service-
centric approach has been formulated to deliver on this commitment.

18
.

WATER COOLER AND DISPENSER

The network of Authorized Service Centres has been expanded to 79, which is in addition
to a large network of service dealers across the country. To effectively monitor the
performance of these service centres, online monitoring systems have been implemented
at 45 major locations, with plans to expand to all service points.
During the year, a number of customer-friendly service practices have been put in place. For
added convenience, Usha Service Centres are now open seven days of the week; Satisfaction
surveys conducted by independent auditors on defined performance parameters are a
regular feature; A faster response on spare parts supply is now possible, thanks to an
upgraded logistic management system; Service engineers have been trained to attend to
the concerns of customers and to deal satisfactorily with customer complaints.
H. ISO Certification
The organization has documented and implemented a Quality Management System for it’s
marketing side, and this will be expanded to include the manufacturing side given the
recent merger. This will be continuously reviewed, and we plan to further strengthen the
effectiveness and reach of this system in accordance with international benchmarks.
At both the operational and functional levels, Usha’s Quality Management System
emphasises continual improvement and customer satisfaction. The Company made an
early move to the new ISO9001: 2000 standards in 2002. To facilitate implementation of the
upgraded standards, more than 50 internal auditors from within the organisation have
undergone quality certification courses conducted by recognised bodies.
Quarterly audits across locations help in gap-identification, process definitions and remedial
measures. In the past, the Company has earned all compliance credit in the surveillance
audits conducted by M/s DNV.
I. Corporate Communications
The department is largely responsible for helping to build the Company’s brands and
image and to communicate relevant information to all stakeholders. Corporate
Communications has been an active participant in marketing initiatives of the Company,
some of these areas are:
● To extend the brand’s perceptual advantage across categories, an exercise to
standardise communication activities was undertaken during 2007-08. Design templates
have been created across all products to cover all aspects of communication - packaging,
advertising, in-store and external signages and all product collaterals. Emphasis has
been on creating simple communication with a clear brand association. The Company’s
website has also been revamped to make for easy navigation and quick access. Sections
have been added to make the site relevant to all stakeholders.
● To make for more focussed interaction with the dealer fraternity, the format of dealer
meets is being revamped to make them more product centric, on a region-wise basis.
This will aid in more meaningful and relevant dialogue with this audience.
● Usha is the sponsor of the Ladies All India Amateur and the Northern India Amateur
Golf Championships. In fact the Group has been associated with the Northern India
event for the last 20 years. These annual events are keenly contested and serve as a
stepping stone for greater achievements in the international arena. To promote young
golfing talent, the Company has been sponsoring Junior Training Programmes and
Junior Tournaments in Delhi since 2006. This year, the Company plans to extend its
support and sponsorship to Junior Tournaments held in other parts of the country as
well.

19
FUEL INJECTION EQUIPMENT

J. Manufacturing Facilities
1. Hyderabad Engineering Industries (HEI)
This year, HEI, the fan manufacturing unit has focussed on meeting various certification
norms :
● The Company executed its first order of ceiling fans to the European market
complying with ROHS and EMC specifications. During the year, HEI was also certified
for CE & S marking, which is another standard for the European market.
● The Sri Lanka Standards Institution granted registration to HEI and now recognises
quality self-certification for HEI products exported to Sri Lanka.
● Pedestal fans complying with SASO standards were exported to Saudi Arabia for
the first time, for which HEI has received a repeat order.
● Fans complying with Australian Standards specifications have been developed to
suit the Australian market, and samples have been submitted for certification.
● S-marked samples have been submitted to IKEA, Sweden by HEI.
HEI has also undertaken various cost reduction projects to enhance the competitiveness
of its product range. A new lifestyle segment range of ceiling fans is also expected to
be introduced shortly.
The production target for 2008-09 marks a growth of 14% over the previous year.
2. Usha Fan Industries (UFI)
The facility, which is located at Kolkata, currently manufacturers around 30 variants of
ceiling fans in a range of models, sweeps, sizes and colours.
The Company has targeted to achieve total customer satisfaction in product quality.
Controlling manufacturing costs has been the route to positioning the Company’s
products more competitively.
The production target for 2008-2009 marks a growth of 13% over the previous year.
3. Shriram Fuel Injection Industries (SFII)
Shriram Fuel Injection Industries manufactures diesel fuel injection equipment for
stationary diesel engines, automotive and agricultural applications and the defence
sector. SFII is also in the business of manufacturing precision automotive components
for some of the most exacting customers.
The domestic market for diesel fuel injection equipment is estimated at 25 million
units. Key components include nozzles, elements, delivery valves, pumps and injectors.
The industry caters to a global market and there are distinct segments for its products
– OEM trade, the export market and the replacement market.
SFII has diversified into the production of two and three-cylinder fuel injection pumps
which cater to European markets. A new venture with a leading American fuel injection
system manufacturer is expected to be announced shortly. SFII has also entered the
precision component business and is now the vendor of choice for both domestic and
international manufacturers. As a result of these moves, SFII’s export segment grew by
6% during 2007-08; and sales to the replacement market rose by 10%.

20
.

HYDERABAD ENGINEERING INDUSTRIES

SFII is committed to matching customer expectations in terms of quality, cost and


service standards. A dedicated Customer Exclusive Location (CEL) has been established
to serve as an extension of the client’s manufacturing facility. As a result of these
customer-oriented initiatives, SFII has regularly been rated as a reliable and quality-
conscious supplier by its customers.
Productivity has also been scaled up through several process innovations. Sensible
investments through the implementation of in-house technologies and cost-effective
equipment have been put in place. The Company has introduced modern
electrochemical processes, abrasive flow machining and the newer honing technology
to raise production quality standards. During 2007-08, the Company has also embarked
on an ERP platform to scale up on efficiency and to reduce wastage.
SFII has demonstrated its commitment to implement world-class quality standards.
The facility was awarded ISO/TS 16949 certification in 2004. In the coming year, the
Company aims to go green and implement environment-friendly practices by applying
for ISO 14001 and OSHAS 18001 certifications.
On the global front, the Company is also partnering with customers to introduce
products that adhere to stringent EPA and other international emission norms.
4. Water Cooler facility
● To grow the business in the financial year 2007-08, the water cooler facility embarked
on a number of technological enhancements:
The introduction of PUF-insulated water tanks. This feature significantly improves
cooling efficiency, and also provides for a sleeker look.
● Fitment of Seginomia thermostats for greater reliability and a longer life.
● Self-lubricating fan motor technology from GE for the high-capacity 150150 model.
K. Internal Control Systems and their Adequacy
The Company has defined internal controls and review systems which are closely monitored
by a team of internal auditors under the supervision of the Audit Committee of the Board
of Directors. As a result, efficiency of operations, reliability of financial reports in line with
prescribed policies, and compliance with applicable laws and regulations are reasonably
assured.
Audits are conducted at regular intervals by the Company’s Internal Audit team of qualified
personnel, and also by external firms of Chartered Accountants. Corrective actions arising
out of the observations of the Auditors are taken to plug inefficiencies and to eliminate
chance of recurrence.
In light of Company reorganisation and merger and some problems that have been faced
recently, the entire Audit system will be upgraded significantly.
A Risk Assessment Committee has been constituted to identify probable risks.
A new comprehensive end-to-end MIS gathering and reporting system will also be put in
place.

21
SHRIRAM FUEL INJECTION INDUSTRIES

L. Swot Analysis for the Company


STRENGTHS
1. Strong distribution network : Usha International Ltd. has a strong distribution network,
with a presence across all metros, class I and II towns, as well as potential class III, IV and
V towns. Apart from the trade segment, UIL has a good presence in modern retail, CSD
and channels selling to institutions. Separate sales teams handle each of these segments
and distribution upgradation is one of their Key Result Areas.
2. Strong brand : Usha has a high brand recall in most of its product categories. The
brand is associated with quality, trust and reliability.
WEAKNESSES
1. As we are targeting aggressive growth, we will be short on highly skilled HR resources
across the board in the near future.
OPPORTUNITIES
1. Multi-brand Marketing : With a strong distribution base, SAP, systems, infrastructure
and good knowledge of the consumer durable industry, Usha International is in a
strong position to enter the Multi-brand distribution and marketing business for
brands that might want to enter the Indian market.
2. Good macro economic performance : A GDP growth rate of 8% - 9% and rising income
levels are expected to result in greater demand for consumer durables despite temporary
problems.
3. Potential for home appliances : The present level of penetration of home appliances in
India is very low. As incomes rise and the standard of living goes up, this category has
a good potential for growth.
4. Potential of reaching rural India : Given the Company’s extensive product range, and
given good income generation in rural areas, the Company is in a strong position to
capture emerging demand from small towns and rural areas for new and innovative
products.
5. Favourable government policies : The government’s emphasis on rural development
and support for under-privileged sections of society provides good opportunities for
promoting the sale of products like pump sets and sewing machines.
THREATS
1. Threat to the straight stitch sewing machine business : Due to a steep increase in pig
iron, steel and other raw material rates, product prices have had to be increased by
nearly 20% in the last one year. The price increase could be even higher this year. This
will adversely affect demand and growth.
2. Competition from Small Scale Sector players : In most product categories, there is
intense competition from the large small-scale industry. This restricts the Company’s
margins.

22
.

USHA FAN INDUSTRIES

3. Talent Acquisition and retention : Attracting and retaining talent is a potential threat
for future growth.
4. Impact of macro factors on exports : Government policies with respect to export
incentives and exchange rates will have an adverse effect on the Company’s exports,
which accounts for 9% of the turnover.

5. Low price imports from China and elsewhere : The low price of imports from China and
else where is a threat to the Company. The government’s policies on regional and free
trade agreements could result in opening the door to more imports at far lower prices,
resulting in unequal competition.

6. Inflation and feel good factor : In the short run, consumer durable sales get affected by
the ‘feel good’ factor. The present inflation and other economic indicators are not
favourable for consumer durable sale.

7. Chinese and other foreign companies entering India as stand alone companies.

10. General Shareholders Information


(I) Annual General Meeting is proposed to be held on 29.9.2008 at Kamani Auditorium, 1,
Copernicus Marg, New Delhi – 110001.

(II) Financial year : 1st April 2007 to 31st March 2008

(III) Date of Book Closure : 26.9.2008 to 29.9.2008 (Both days inclusive).

(IV) Listing on Stock Exchanges

The Delhi Stock Exchange Association Limited. - Code 10008

The Calcutta Stock Exchange Association Limited. - Code 20109

Listing fees for the year 2008-2009 have been paid to the Stock Exchanges.
1,10,74,319 equity shares alloted on 25.6.2008 in terms of Scheme of Arrangement for
amalgamation of Usha International Limited and Shriram Fuel Injection Industries Limited
with the Company and reduction of Equity Share Capital of the merged company as
sanctioned by the Hon’ble Delhi High Court vide order dated 26.5.2008 which became
effective on 2.6.2008 were applied for listing at Delhi and Calcutta Stock Exchanges. Delhi
and Calcutta Stock Exchange have granted their Listing permission vide their letters dated
July 18, 2008 and July 30, 2008 respectively.

(V) There have been no transactions of the Shares of the Company during the year at Delhi and
Calcutta Stock Exchanges.

23
(VI) Registrar and Transfer Agent
All work relating to Shares, both in physical and electronic form, is handled by the Company’s
Registrar and Transfer Agents at the following address:
M/s Mas Services Ltd.
AB-4, Safdarjung Enclave,
New Delhi – 110029.
Phone No. : 26104142, 26104326
Fax No. : 26181081
E- mail : info@masserv.com
(VII) Share Transfer System
Valid share transfers are registered and duly transferred Share Certificates are dispatched
within a period of 30 days from the date of receipt.
(VIII) Distribution of shareholding of the Company as on 30.6.2008 is as under:

Shareholding of Nominal Folios Shares


Value of Rs.
Numbers % Numbers %
Upto 5000 5156 77.19 376255 3.40
5001-10000 1251 18.73 1079804 9.75
10001-20000 105 1.57 153021 1.38
20001-30000 41 0.61 98681 0.89
30001-40000 13 0.19 46176 0.42
40001-50000 24 0.36 106737 0.96
50001-100000 30 0.45 224474 2.03
100001 and above 60 0.90 8989171 81.17
Total 6680 100.00 11074319 100.00

(IX) Categories of shareholders of the Company as on June 30, 2008 is as under:

Category No. of % of
shares held shareholding
A. Promoters - Indian 5985352 54.05
B. Non – Promoters
Banks, Financial Institutions, Insurance Companies, 120103 1.08
Central / State Government Institution and
Non - Government Institution
Corporate Bodies 1520765 13.73
Individuals - Indian 3252109 29.37
Non Resident Indians(NRIs) / Overseas 195990 1.77
Corporate Bodies (OCBs)
Grand Total 1,10,74,319 100.00

24
.

(X) Dematerialisation of shares


The Equity Shares of the Company have been notified for compulsory trading in demat
form. The Company has entered into agreements with both National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the shares of
the Company have been activated for dematerialization with NSDL and CDSL.
(XI) Redeemable Cumulative Optionally Convertible Preference Shares:
7,00,000 Nos. of 10%Redeemable Cumulative Optionally Convertible Preference Shares of
Rs. 100 each are redeemable at par at any time after completion of 5 years but before
fifteen years from the date of allotment i.e. January 14, 1998. The Shareholders have an
option to apply and seek conversion of these Shares including arrears of dividend, if any,
into Equity Shares at any time on or before redemption. Such conversion shall take place
at a price of Rs. 10 per Equity Share.
(XII) Plant locations
Usha Fan Industries (UFI)
Roynagar, Bansdroni,
Kolkata – 700 070
Hyderabad Engineering Industries (HEI)
P.O. Balanagar Town Ship,
Hyderabad - 500037
Shriram Fuel Injection Industries (SFII)
P.O. Balanagar Town Ship,
Hyderabad – 500037
Water Cooler Factory
Plot No. 14,
Sector – 4,
Faridabad – 121004
(XIII) Company’s Registered and Corporate office addresses are as follows:
Registered Office : 19, Kasturba Gandhi Marg, New Delhi – 110 001.
Corporate Office : Plot No. 3, Sector 32, Institutional Area, Gurgaon – 122001 (Haryana)
(XIV) Investors’ correspondence may be addressed to:
M/s Mas Services Ltd.
AB-4, Safdarjung Enclave,
New Delhi – 110029.
Phone No. : 26104142, 26104326
Fax No. : 26181081
E- mail : info@masserv.com
OR

25
Ms. Pratibha Aggarwal
Company Secretary
Usha International Limited
19, Kasturba Gandhi Marg
New Delhi – 110 001.
Ph. 25862988, 23322530 Fax. 25743659, 23318118
E- mail : pratibha_aggarwal@ushainternational.com
(XV) Transfer of Unclaimed Dividend to Investor Education & Protection Fund (Fund)
The Shareholders of erstwhile Usha International Limited which has since merged with the
Company are advised to claim the un- encashed Dividends lying in the Unpaid Dividend
Accounts of the Company before they fall due for crediting to the Fund as per the following
particulars:

Financial Year Due Date for transfer to the Fund Amount - As on 31.03.2008
2000-01 15.09.2008 13.74
2001-02 08.10.2009 6.84
2002-03 16.09.2010 7.62
2003-04 06.08.2011 37.22
2004-05 05.10.2012 12.41
2005-06 27.09.2013 12.39
2006-07(Interim Dividend) 14.12.2013 30.98
2006-07 (Final Dividend) 20.09.2014 25.53
Total 146.73

On behalf of Board of Directors

New Delhi (SIDDHARTH SHRIRAM)


August 19, 2008 Chairman

Declaration with respect to Code of Conduct


I, Sunil Wadhwa do hereby declare that all the Board Members and Core Management Team have
affirmed compliance with Code of Conduct for the year ended 31.03.2008.

For Usha International Limited

New Delhi (SUNIL WADHWA)


August 11, 2008 MANAGING DIRECTOR

26
.

To the members of Usha International Limited


We have examined the compliance of conditions of Corporate Governance by Usha International
Limited (Formerly known as The Jay Engineering Works Limited), for the year ended March 31, 2008, as
stipulated in Clause 49 of the Listing Agreement of said Company with the Stock Exchange(s).

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for
ensuring the compliance of conditions of Corporate Governance. It is neither an audit nor an expression
of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we
certify that the Company (being a Board Managed Company) has complied with the conditions of
Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievances are pending as per the records maintained by the Company.

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 Thakur, Vaidyanath Aiyar & Co.


Chartered Accountants

(V. Rajaraman)
New Delhi Partner
August 19, 2008 M.No. 2705

27
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

AUDITORS’ REPORT
To the Members of Usha International Limited
1. We have audited the attached Balance Sheet of Usha International Limited (formerly known as The
Jay Engineering Works Ltd.) as at March 31, 2008 and also the Profit and Loss Account and Cash
Flow Statement for the year ended on that date annexed thereto prepared incorporating the effect
of the Scheme of Arrangement sanctioned by the Honorable High Court of Delhi vide its order
dated 26th May 2008 to be effective retrospectively from 1st April 2007, for the amalgamation of
Usha International Ltd. and Shriram Fuel Injection Industries Ltd. with The Jay Engineering Works
Ltd. These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India.
Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of
India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a
statement on the matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:-
a) We have obtained all the information and explanations, which to the best of our knowledge
and belief were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so
far as appears from our examination of those books and proper returns adequate for the
purpose of our audit have been received from the branches;
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report
are in agreement with the books of account and with the audited returns from the units;
d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with
by this report comply with the Accounting Standards referred to in sub-section (3C) of Section
211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors and taken on record by the
Board of Directors, we report that none of the directors is disqualified as on March 31, 2008
from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the
Companies Act, 1956;
In our opinion and to the best of our information and according to the explanations given to
us, the said accounts give the information required by the Companies Act, 1956 in the manner
so required and give a true and fair view in conformity with the accounting principles generally
accepted in India:
(i) In the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2008;
(ii) In the case of the Profit and Loss Account, of the profit of the company for the year ended
on that date; and
(iii) In the case of the Cash Flow Statement, of the cash flows of the company for the year ended
on that date.

For Thakur, Vaidyanath Aiyar & Co.


Chartered Accountants
V. Rajaraman
New Delhi Partner
August 14, 2008 M. No. 2705

28
THE ANNEXURE REFERRED TO IN THE MAIN AUDITOR’S REPORT OF EVEN DATE
Note: The word Company has been used in the report as referring to the three Companies which
have been amalgamated.
(i) (a) The Company is maintaining proper records showing full particulars, including
quantitative details and situation of its fixed assets.
(b) As explained to us, the Company has a system of physical verification of fixed assets
which is designed to cover all assets over a period of three years and, in accordance
therewith, physical verification of major portion of the fixed assets of the Company was
carried out during the year. In our opinion, the frequency of verification is reasonable
having regard to the size of the Company and the nature of its fixed assets. In respect of
the assets physically verified in the current year, reconciliation with the book records is in
progress.
(c) In our opinion and according to the information and explanations given to us, no
substantial part of fixed assets has been disposed off by the Company during the year.
(ii) (a) During the year, the inventories have been physically verified by the management. In our
opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanations given to us, the
procedures of physical verification of inventories followed by the management are
reasonable and adequate in relation to the size of the Company and the nature of its
business.
(c) On the basis of our examination of the records of inventories, we are of the opinion that,
the Company is maintaining proper records of inventories. The discrepancies noticed on
physical verification of inventories as compared to book records were not material and
have either been properly dealt with in the books of account or as per policy being
recovered from the person incharge of stock if there are material shortages.
(iii) According to the information and explanations given to us, the Company has, during the year,
not granted or taken any loan, secured or unsecured to companies, firms and other parties
covered in the register maintained under section 301 of the Companies Act, 1956.
Accordingly, the provisions of clause 4(iii)(b),(c)&(d) are not applicable.
(iv) In our opinion and according to the information and explanations given to us, there are
adequate internal control systems commensurate with the size of the Company and the nature
of its business with regard to purchases of inventories and fixed assets and with regard to the
sale of goods and services during the year. Further, on the basis of our examination and
according to the information and explanations given to us, we have neither come across nor
have been informed of any instances of major weaknesses in the aforesaid internal control
systems.
(v) As explained to us and according to the information and explanation given to us, there are no
transactions that need to be entered in the register maintained in pursuance of Section 301 of
the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of each party
during the financial year.
(vi) In our opinion and according to the information and explanations provided to us, the Company
has complied with the directives issued by the Reserve Bank of India and provisions of Section
58A and 58AA of the Act and the rules framed there under where applicable. No order has been
passed by the Company Law Board on the Company. Hence question of compliance does not
arise.
(vii) The Company’s internal audit is carried out by a firm of Chartered Accountants. In our opinion,
the Company’s internal audit system is commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the Company in respect of
products where pursuant to the Rules made by the Central Government, the maintenance of
cost records has been prescribed under section 209(1)(d) of the Companies Act, 1956 and are of
the opinion that, prima facie , the prescribed accounts and records have been made and
maintained. We have not, however, made a detailed examination of the records with a view to
determine whether they are accurate and complete.

29
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

(ix) (a) According to the information and explanations given to us and the records of the Company
examined by us, the Company has generally been regular in depositing undisputed
statutory dues including Provident Fund, Employees State Insurance, Income Tax, VAT,
Service Tax, Wealth Tax, Customs Duty, Excise Duty , Cess and other material statutory
dues applicable to it with the appropriate authorities and there were no arrears outstanding
as at the year end for a period of more than six months from the date they became
payable.

(b) The details of dues of Income-Tax, Sales Tax and Excise Duty as at March 31, 2008 which
have not been deposited on account of disputes are as follows :

Sl.No. Name of the Nature of Amount* Earliest Forum where


Statute dues Rs(In.Lacs) Case Since dispute is pending

1 Income Tax Act 1961 Income Tax 920.03 2005-06 CIT(Appeals)

2 Central Sales Tax Act/


State Sales
Tax Acts. LST 1.17 1995-96 High Court
CST 3.27 1991-92 High Court
LST 33.56 1992-93 Tribunal
CST 3.21 1994-95 Tribunal
LST 56.99 1980-81 Appellate Revision Board
CST 20.60 1974-75 Appellate Revision Board
LST 107.32 1977-78 Appellate authority up to
Commissioner
CST 13.85 1998-99 Appellate authority up to
Commissioner
LST-interest 0.56 1977-78 Appellate authority upto
Commissioner
Penalty-LST 5.23 1977-78 Appellate authority upto
Commissioner
Penalty-CST 0.69 1998-99 Appellate authority up to
Commissioner

3 Central Excise Excise duty 50.62 1999-00 Appellate authority upto


Act 1944 Commissioner
Penalty 51.05 1999-00 Appellate authority upto
Commissioner

1268.15

In respect of disputed Income Tax dues, demands raised by the authorities are set-off against
brought forward losses, and as such there are no amounts to be deposited with the authorities.
Such demands are not included above.
*Amount as per demand orders, including interest and penalty, wherever indicated in the order.

30
The following matters, which have been excluded from the table above, have been decided in
favour of the Company but the concerned authorities have preferred appeals at higher level:

S.No. Name of the Nature of Amount* Earliest Case Forum where


Statute dues (Rs.Lacs) Since dispute is
pending

1. Income Tax Act 1961 Income Tax 5.44 1972-73 High Court

*Amount as per demand orders, including interest and penalty, wherever indicated in the
order.

(x) According to the records of the Company and in our opinion, the Company does not have
accumulated losses at the end of the financial year. Further, the Company has not incurred cash
losses during the financial year ended March 31, 2008, also had not incurred cash losses in the
immediately preceding financial period ended March 31, 2007.
(xi) According to the records of the Company examined by us and the information and explanations
given to us, the Company has not defaulted in repayment of dues to banks during the year.
The Company has not taken any loans from financial institutions and has not issued debentures.
(xii) As the Company has not granted loans and advances on the basis of security by way of pledge
of shares, debentures and other securities, paragraphs 4(xii) of the Order is not applicable.
(xiii) The provisions of any special statute as specified under paragraph 4(xiii) of the Order are not
applicable to the Company.
(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments,
paragraph 4(xiv) of the Order is not applicable.
(xv) According to the information and explanations given to us, in our opinion the company has
not given any guarantee for loans taken by others from banks or financial institutions.
(xvi) According to the information and explanations given to us, the Company has not raised any
term loan during the year.
(xvii) According to the information and explanations given to us, and on an overall examination of
the Balance Sheet of the Company, we report that during the year short term funds have not
been used to finance long term investments.
(xviii) During the year, since the Company has not made any preferential allotment of shares, paragraph
4(xviii) of the Order is not applicable.
(xix) During the year, since the Company has not issued any debentures, paragraph 4(xix) of the
Order is not applicable.
(xx) During the year, since the Company has not raised any money by way of public issue, paragraph
4(xx) of the Order is not applicable.
(xxi) One instance of misappropriation of funds received from debtors amounting to Rs. 7.85 lacs by
an employee was noticed and the said sum has been recovered from the employee.

For Thakur, Vaidyanath Aiyar & Co.


Chartered Accountants
V. Rajaraman
New Delhi Partner
August 14, 2008 M.No. 2705

31
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

BALANCE SHEET
As at 31st March, 2008
Schedule As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.

SOURCES OF FUNDS
Shareholders’ Funds
– Share Capital 1 1807.43 2856.39
– Reserves and Surplus 2 7095.58 339.06
Loan Funds 3
– Secured 2507.17 383.28
– Unsecured 1263.07 88.48
Current Liabilities and Provisions 4 14367.90 3780.62
27041.15 7447.83

APPLICATION OF FUNDS
Fixed Assets (Net of Depreciation) 5 3865.94 670.10
Capital Work in Progress 5 2.15 -
Investments 6 26.65 475.00
Deferred Tax Asset(Net) 7 452.44 -
Current Assets, Loans and Advances 7A 22693.97 3820.51
Miscellaneous Expenditure
(to the extent not written off or adjusted) - 68.91
Profit & Loss Account - 2413.31
27041.15 7447.83

Accounting Policies and Notes to the Accounts 10

As per our report of even date attached. A.K. Chowdhury Siddharth Shriram
For THAKUR, VAIDYANATH AIYAR & CO. A.K. Jain Chairman
Chartered Accountants N.K. Goila
V. Rajaraman P.K. Bhalla
Partner Vinod K. Wazir Chhaya Shriram
M.No.2705 Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

32
PROFIT AND LOSS ACCOUNT
For the year ended 31st March, 2008
Schedule Current Year Previous Year
Lac/Rs. Lac/Rs.
INCOME
Sales & Services* 8A 72183.76 12709.48
Less: Excise Duty (1,636.99) (1,133.24)
Net Sales & Services 70546.77 11576.24
Agency Commission 176.73 -
Other Income 8B 493.87 808.97
71217.37 12385.21

EXPENDITURE
Cost of Goods Sold 9A 39847.15 3953.23
Manufacturing & Other Expenses 9B 18307.55 6911.05
Commission and Discount on Sales 6577.77 602.01
Advertisement & Sales Promotion 1658.39 75.36
Other Selling Expenses 1689.56 278.64
Interest (Net) 9C 167.21 240.51
Provision for Doubtful Debts & Advances 116.28 33.17
Depreciation 9D 624.76 91.18
Compensation paid for Voluntary Retirement 162.13 -
Miscellaneous Expenditure- Written Off - 76.81
69150.80 12261.96

Profit before Tax 2066.57 123.25


Provision for Taxation 9E (130.95) 6.72
Profit After Tax 2197.52 116.53
Earnings Per Share (See Note 6 - Part B)
(Face value of Rs. 10 each)
- Basic (Rs.) 19.10 0.23
- Diluted (Rs.) 8.96 0.28
Accounting Policies and Notes to the Accounts 10
*Exclude Sales by the Principals against Orders booked by the Company Rs. 3157 Lacs. (PY Nil)

As per our report of even date attached. A.K. Chowdhury Siddharth Shriram
For THAKUR, VAIDYANATH AIYAR & CO. A.K. Jain Chairman
Chartered Accountants N.K. Goila
V. Rajaraman P.K. Bhalla
Partner Vinod K. Wazir Chhaya Shriram
M.No.2705 Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

33
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

APPROPRIATION ACCOUNT
For the year ended 31st March, 2008

Current Year Previous Year


Lac/Rs. Lac/Rs.

AMOUNT AVAILABLE
Balance brought forward from previous year (refer sch 2) 885.43 –
Profit for the year brought down 2197.52 –
3082.95 –

APPROPRIATION
Balance carried forward to Balance Sheet 3082.95 –
3082.95 –

As per our report of even date attached. A.K. Chowdhury Siddharth Shriram
For THAKUR, VAIDYANATH AIYAR & CO. A.K. Jain Chairman
Chartered Accountants N.K. Goila
V. Rajaraman P.K. Bhalla
Partner Vinod K. Wazir Chhaya Shriram
M.No.2705 Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

34
SCHEDULE - 1
SHARE CAPITAL
As at 31.03.08 As at 31.03.07
Lac/Rs. Lac/Rs.

AUTHORISED 1
4,00,00,000 (PY 2,50,00,000) Equity Shares of Rs. 10/- each 4000.00 2500.00
1,00,000 10 % Redeemable Cumulative Preference
Shares of Rs. 100 Each 100.00 100.00
9,00,000 10 % Redeemable Cumulative Optionally
Convertible Preference Shares of Rs. 100 each 900.00 900.00
5000.00 3500.00

ISSUED, SUBSCRIBED AND PAID UP


1,10,74,319 (PY 2,10,63,875) Equity Shares of
Rs. 10/- each fully paid up 2 1107.43 2106.39

7,00,000 10 % Redeemable Cumulative Preference


Shares of Rs. 100 each Optionally Convertible to
Equity and fully paid up 3 700.00 700.00

Promoters Contribution for Redemption


of 50,000 10% Redeemable Cumulative - 50.00
Preference Shares of Rs. 100 each 4
1807.43 2856.39
Notes.
1
Authorised Share Capital is the sum total of the Authorised Share Capital of the amalgamating and amalgamated
Companies.
2
Represents Equity Shares allotted to the Shareholders of the Transferor and Transferee Companies on the basis
given in the Scheme of Arrangement approved by the Hon’ble High Court of Delhi. (Refer Note 2.4 - Part B).
3
10% Redeemable Cumulative Optionally Convertible Preference Shares , redeemable at par are due for
redemption on or before the extended date i.e. 13.01.2013. The Shareholders have the option to seek conversion
of these Shares including arrears of dividend, if any , into Equity Shares at any time on or before redemption. Such
conversion shall be @ Rs.10/- per Equity Share.
4
The amount brought in by the promoters viz erstwhile Usha International Limited (Transferor Company) pursuant
to BIFR order dated 30th May 2005 for the redemption of the Redeemable Cumulative Preference Shares appearing
in the books of The Jay Engineering Works Limited (Transferee Company) has been paired off on amalgamation
against the contribution towards Investment in the books of erstwhile Usha International Limited.

35
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 2
RESERVES AND SURPLUS
Particulars As at 01.04.2007 During the Year As at
31.03.2008

Opening Arising out of Amalgamation Net Opening Addition Deduction


Balance Balance
Addition Deduction
Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs.

Capital Receipts/Reserve - 173.00 - 173.00 - - 173.00


1
Capital Redemption Reserve - 110.20 - 110.20 - - 110.20

Share Premium Account - 524.00 - 524.00 - - 524.00

Revaluation Reserve 339.06 138.54 - 477.60 - 10.40 467.20

General Reserve - 13212.47 2 10,474.24 3 2738.23 - - 2738.23

Surplus in Profit & Loss (2,413.31)5 3298.74 4 - 885.43 2,197.52 - 3082.95

(2074.25) 17456.95 10474.24 4908.46 2197.52 10.40 7095.58

1
Represents the reserve created pursuant to section 77AA of Companies Act, 1956 consequent to buyback of
Equity Shares by Shriram Fuel Injection Industries Limited (Transferor Company).
2
Includes Rs. 9966.89 Lacs relating to reduction in Equity Share Capital (Refer Note 2.4 - Part B).
3
Represents the difference of Rs. 10353.44 Lacs ( Refer Note 3.2 -Part B) between the Equity Share Capital alloted
to Shareholders of both the Transferor Companies and their Equity Share Capital prior to Amalgamation adjusted
as per Accounting Standard 14 and Rs. 120.80 Lacs adjusted for adopting uniform accounting policy relating to
Depreciation,Deferred Revenue Expenditure & Goodwill.
4
The amount is net of Premium of Rs. 297.54 Lacs paid by Shriram Fuel Injection Industries Ltd. (Transferor Company)
on the Equity Shares bought back during the year and adjusted against the surplus as on 01.04.2007 since these
Share were not available for consideration under the Scheme of Amalgamation.
5
The debit balance,as above, has been shown on the asset side of the previous year in the Balance Sheet.

36
SCHEDULE - 3
LOANS
As at 31.03.08 As at 31.03.07
Lac/Rs. Lac/Rs.

SECURED

From Bank - Working Capital Loan - Cash Credit /Bill 2360.45 383.28
Discounting1
- Long Term Loan - Building 2 125.00 -

- Vehicle 3 21.72 -

Sub Total 2507.17 383.28

UNSECURED

Fixed Deposits 534.04 -

Other Loans & Advances :


- Security Deposit from Dealers & Others 720.72 76.10

- Interest Accrued and due thereon 8.31 12.38

Sub Total 1263.07 88.48

Total 3770.24 471.76

1
Secured by way of first charge on Stocks & all book debts and equitable mortgage of specified properties having
WDV of Rs. 2593.43 Lacs.
2
Secured by equitable mortgage of the Corporate office Building at Gurgaon.
3
Secured by way of hypothecation of vehicles having WDV of Rs 36.96 Lacs.

37
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 4
CURRENT LIABILITIES & PROVISIONS
As at 31.03.08 As at 31.03.07
Lac/Rs. Lac/Rs.

CURRENT LIABILITIES
Acceptances 1 2,303.50 367.95
Sundry Creditors - Micro & Small Enterprises 489.81 -
- Others 10,377.31 2,178.85
Unpaid Dividend2 146.73 -
Unpaid Matured Deposits2 28.07 -
Interest accrued on Matured Deposits2 4.65 -
Sales Advances 164.49 979.39
Hire Purchase Sales : - Commission accrued but not due 1.28 -
- Unearned Profit 2.10 -
Interest accrued but not due on unsecured loans 46.19 -
Sub Total 13,564.13 3,526.19

PROVISIONS
Gratuity 456.21 129.32
Leave Encashment 135.79 26.48
Warranties 211.77 98.63

Sub Total 803.77 254.43


Total 14,367.90 3,780.62

1
Include Rs. 1772.18 lacs payable to Small Industries Development Bank of India towards Hundies accepted by the
Company, secured by way of second charge on all Current assets and on specified properties having written down
value of Rs. 531.89 Lacs.

2
Will be credited to Investor Education & Protection Fund if not claimed within 7 years of declaration / maturity/
due date.

38
SCHEDULE - 5
FIXED ASSETS
Cost Depreciation Writen Down Value

During the year


PARTICULARS As at Acquired on Additons Disposal As at As at On Assets For the On Upto As at As at
1.4.2007 Amalgamation2 31.3.2008 1.4.2007 Acquired on Year Disposal 31.3.2008 31.3.2008 31.3.2007
Amalgamation2

Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs.

Goodwill 0.50 17.51 - 18.01 - - 10.51 - 10.51 - - 0.50


Land (Freehold ) 298.42 58.53 14.311 - 371.26 - - - - - 371.26 298.42
Buildings- Freehold 406.73 762.95 11.13 - 1,180.81 334.52 133.90 37.31 - 505.73 675.08 72.21
Buildings (Leasehold) - 114.54 - - 114.54 - 48.38 3.31 - 51.69 62.85 -
Plant & Machinery 918.90 1,868.13 204.18 19.38 2,971.83 633.81 444.12 234.34 11.99 1,300.28 1,671.55 285.09
EDP Equipment - 887.34 120.85 61.11 947.08 - 605.40 143.85 58.49 690.76 256.32 -
Sewing School Appliances - 6.52 - 0.81 5.71 - 5.15 0.18 0.61 4.72 0.99 -
Furniture, Fixture and Equipment 38.41 591.52 79.59 28.01 681.51 34.38 293.11 63.83 17.46 373.86 307.65 4.03
Vehicles 15.87 567.88 262.21 143.84 702.12 6.02 155.93 137.01 67.50 231.46 470.66 9.85
Intellectual Property Rights - 40.00 - - 40.00 - 17.60 5.61 - 23.21 16.79 -
EDP Software License - 35.00 21.53 - 56.53 - 14.02 9.72 - 23.74 32.79 -
TOTAL 1,678.83 4,949.92 713.80 271.16 7,071.39 1,008.73 1,728.12 635.16 166.56 3,205.45 3,865.94 670.10
Previous Year 1,532.43 - 174.33 27.93 1,678.83 929.42 96.37 17.06 1,008.73 670.10 603.01
Capital Work-in-Progress2 2.14 0.01 2.15 2.15 -

Land and Buildings situated at Hyderabad and Kolkatta were revalued in 1983-84. Further, Flat at Mumbai and Shop at New Delhi were revalued in 1994-95.
Immovable properties standing in the name of erstwhile Transferor Companies are to be transferred in the name of renamed Usha International Limited.
1
Expenses incurred for Mutation of Part of Land at Kolkata.
2
Assets of Transferor Co. No. 1 and 2.

39
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 6
INVESTMENTS
As at 31.03.08 As at 31.03.07
Lac/Rs. Lac/Rs.

LONG TERM - TRADE


Unquoted
A. SUBSIDIARIES
9667 Nos. Fully Paid-up Equity Shares
(Previous year- NIL) of Rs. 100/- each of
Avro Sales Private Ltd. 26.65 -

47,50,000 Fully paid Equity Shares of Rs. 10/- each in Shriram - 475.00
Fuel Injection Industries Ltd(Transferor Co.) 1

B. OTHERS
2 Class ‘B’ Shares of Rs. 100 /- each of Tamil Nadu Agro # -
Engineering & Service Co-operative Federation Ltd.

Total 26.65 475.00


1
Cancelled on amalgamation of Shriram Fuel Injection Industries Ltd, as cross holding.
# Rs. 200

40
SCHEDULE - 7
DEFERED TAX ASSETS
As at 31.03.08 As at 31.03.07
Lac/Rs. Lac/Rs.
DEFERRED TAX ASETS
Deferred Tax - Assets 646.31 -
- Liability (193.87) -
Net 452.44 -

SCHEDULE - 7A
CURRENT ASSETS, LOANS & ADVANCES
As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.
CURRENT ASSETS
Stock in Trade
(At Cost/Net Realisable Value whichever is lower)
Stores and Spare Parts 56.45 37.05
Loose Tools 27.75 0.60
Process Stock 452.09 270.55
Finished Goods - Manufactured 1704.57 782.84
- Purchased 5360.13 207.50
Raw Material & Components 341.74 139.47
Sub Total 7942.73 1438.01

Sundry Debtors - Unsecured


(Including Hire Purchase Debtors)

Over Six months - Good 301.95 124.82


- Doubtful 222.40 56.91
- Less Provision (222.40) (56.91)
Others - Good 9103.40 896.67
Sub Total 9405.35 1021.49

41
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 7A (Contd.)
CURRENT ASSETS, LOANS & ADVANCES
As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.
Cash & Bank Balances
Cash in hand 16.35 7.62
Cheques - In hand 1170.73 11.98
- In Transit 9.48 26.68
With Scheduled Banks - Current Account 1641.86 109.89
Includes Rs. 146.73 Lacs pertaining
to Unclaimed Dividends
- Fixed Deposit1 607.21 428.59

With other than Scheduled Banks2


- Current Account 1.66 -
- Fixed Deposit 0.25 -
Sub Total 3447.54 584.76
OTHER CURRENT ASSETS
(At lower of book value and estimated realisable value)
Fixed Assets retired from active use held for disposal 3 3.02 3.02

Sub Total 3.02 3.02

LOANS & ADVANCES


(Unsecured, considered good unless otherwise stated)
Interest accrued but not due 22.40 -
Advances recoverable in cash or in kind
or for value to be received - Good 1135.80 584.59
- Doubtful 117.27 0.49
- Less Provision (117.27) (0.49)
Others Deposits - Good 381.90 74.48
- Doubtful 12.99 -
- Less Provision (12.99) -
Advance Tax (Net of Provision including
Provision for MAT u/s 115JB) 232.98 49.17
Cenvat Credit Receivable 113.61 61.48
Balances with Customs/ Excise Authorities 8.64 3.51
Sub Total 1895.33 773.23
Total 22693.97 3820.51
1
Includes Rs. 59.35 Lacs as liquid deposit under Rule-3A of The Companies (Acceptance of Deposits) rules, 1975
and Rs. 125.06 Lacs towards Margin Money and Rs. 400 lacs (Previous year Rs. 400 lacs) under ‘Lien’ being security
for bank overdraft facility.
2
Balance with Municipal Co-operative Bank Ltd., Mulund. Mumbai. Maximum Balance during the year Rs. 4.77 Lacs.
3
Fixed Assets retired from active use and awaiting disposal. The Management is of view that the estimated
realisation would be higher than the above amount.

42
SCHEDULE - 8
INCOME
Current Year Previous Year
Lac/Rs. Lac/Rs.
A. SALES AND SERVICES
Sales1 71723.88 12639.46
Hire Purchase 38.01 -
Job Work Charges 192.06 25.19
Duty Draw Back /DEPB 180.73 44.83
Income - Schools 26.22 -
- After Sales & Services 22.86 -

72183.76 12709.48

B. OTHER INCOME
Dividend on Long Term Trade Investment 2 - 95.00
Income from use of Trade Marks 2 - 584.27
Excess Provisions/Credits written back 311.41 109.86
Miscellaneous 182.46 19.84

493.87 808.97
1
Excludes Sales of Rs. 3157 Lacs (PY Nil) by the Principals against Orders booked by the Company.
2
Income from use of Trade Marks and Dividend on Investment in the current year is nil due to elimination of cross
transaction between the amalgamating and amalgamated Companies.

43
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 9
EXPENDITURE
Current Year Previous Year
Lac/Rs. Lac/Rs.

A. COST OF TRADED GOODS SOLD


Opening Stock 5078.38 305.99
Add : Purchases 40128.90 3854.74
Less : Closing Stock (5360.13) (207.50)
Net Cost 39847.15 3953.23
B. MANUFACTURING AND OTHER EXPENSES
Raw Materials & Components Consumed :
CY PY
Opening Stock 314.08 203.90
Add : Purchases 6634.47 4862.29
Less : Closing Stock 341.74 139.47 6606.81 4926.72
( Increase) / Decrease in Process & Finished Stocks
CY PY
Opening Stock 2784.88 1253.40
Less : Closing Stock 2156.66 1053.38 628.22 200.02
Stores & Spares & Loose Tools 893.06 376.18
Excise Duty on (Decrease) / Increase Stock (10.58) (19.49)
Job Work Charges 560.63 316.84
Power & Fuel 216.36 78.54
Personnel
Salaries, Wages & Bonus 4239.75 346.15
Contribution to Provident & other Funds 474.36 48.95
Welfare Expenses 230.81 39.05
Administration
Rent (Net) 446.82 59.30
Rates & Taxes 87.37 42.78
Insurance 67.24 7.37
Repairs & Renewals - Buildings 35.33 7.26
- Machinery 74.32 19.07
- Others 168.04 6.72
Travelling 672.67 34.74
Bad Debts/Advances Written Off 22.58
Less: Provision for Doubtful Debts 18.54 4.04 -
Directors Fee 3.69 0.29
Commission to Directors (Refer Note No. 14) 22.73 -
Auditors’ Remuneration - As Auditors 13.75 4.00
- As Tax Auditors 2.80 0.75
- Others Certification 1.42 1.13
Loss on Sale of Fixed Assets 10.01 (11.17)
Loss on Exchange Fluctuation 20.51 4.82
Others 2837.391 421.03
18307.55 6911.05
1
Includes expenses of Rs. 1019.55 Lacs of Management Consultants.

44
SCHEDULE - 9 (Contd.)
EXPENDITURE
Current Year Previous Year
Lac/Rs. Lac/Rs.
C. INTEREST (Net)
Interest paid on - Fixed Loans 74.20 -
- Banks 213.47 24.83
- Others 76.50 238.88

Discounting Charges 149.00 34.96


Total (X) 513.17 298.67

Interest income from customers etc. 288.57 -


(Income Tax Deducted at Source Rs. 49.83 Lacs
Previous year Rs. Nil )
Interest income on Deposits with Bank 57.39 58.16
(Income Tax Deducted at Source Rs. 11.54 Lacs
Previous year Rs. 11.34 Lacs)
Total (Y) 345.96 58.16

Interest-Net: (X-Y) 167.21 240.51

D. DEPRECIATION
Gross 635.16 96.37
Less : Transferred from Revaluation Reserve (10.40) (5.19)
624.76 91.18

E. PROVISION FOR TAXATION


Income Tax - Current year (Section 115JB of I.T.Act) 241.41 -
- Previous year (Net) 64.11 -
Deferred Tax (Net) (541.64) -
Fringe Benefit Tax - Current Year 89.92 6.72
- Previous Year 15.25 -

(130.95) 6.72

45
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10
Accounting Policies and Notes to the Accounts
PART - A SIGNIFICANT ACCOUNTING POLICIES
1) REVENUE RECOGNITION

a) Sales inclusive of Excise Duty but exclusive of VAT and Discounts are accounted for at the
time of handing over the goods to the customers /carting agents/transporters.
b) Purchases (net of Discounts) are booked on the receipt of the goods by the Company.
c) Other Revenues are recognized on accrual basis in accordance with AS-9.
2) FIXED ASSETS
Fixed Assets are stated at cost, except Land and Buildings which were revalued and are, therefore,
stated at the revalued book values. Cost includes interest on borrowing for creation of specific
assets, freight, duties, taxes and other incidental expenses up to the date of the commissioning
of the assets.
3) DEPRECIATION
a) Depreciation on Fixed Assets is provided on the original cost/revalued cost of the Asset at
written down value except Plant & Machinery on which depreciation is provided on Straight
Line Method, at the rates and in the manner prescribed in Schedule XIV of the Companies
Act, 1956.
b) Items of assets costing Rs. 5,000 or less are fully depreciated in the year of acquisition.
c) Revalued Fan Factory Buildings - WDV Rates computed by taking the residual revalue
and estimated residual life as certified by valuers.
d) Tools and Dies (Included - Costing upto Rs. 2 Lacs - 100% in the year of acquisition.
in Plant & Machinery) - Costing above Rs.2 Lacs - 1/3rd of the cost per annum
e) Difference between depreciation provided on the revalued Assets and depreciation on the
historical value thereof is transferred to revaluation reserve and is shown as reduction
from the calculated depreciation.
4) INTANGIBLE ASSETS
Intellectual Property Rights have been depreciated @25% p.a. and cost of EDP Software Licences
@ 40% p.a. on WDV method.
5) INVENTORY VALUATION
The inventory of Finished Goods, Raw Materials & Components and Loose Tools are valued at
lower of cost or estimated realisable value. The basis of determining cost of various categories of
stocks are as follows :-
- Raw Materials and Components - Moving Weighted Average Rate (net of CENVAT & VAT)
- Processed Stocks - Direct material costs, direct wages and appropriate
overheads
- Finished Goods – Manufactured - Direct material costs, wages, appropriate overheads
and Excise Duty.
– Purchased - Weighted Moving Average Price (net of VAT)

46
SCHEDULE - 10 (Contd.)
6) FOREIGN EXCHANGE TRANSACTIONS

Transactions in foreign currency are accounted at the rate prevalent on the date of transactions.
Foreign Currency Current Assets / Current Liabilities are translated at the year end rates. The
amount of fluctuations whether gain or loss is disclosed in the Profit & Loss Account .

7) EMPLOYEE LONG TERM BENEFITS

Liability towards gratuity and leave encashment is determined based on the actuarial valuation
as on Balance Sheet date.

Gratuity, Provident Fund, Superannuation Fund & Employee State Insurance are accounted for
on the basis of the contribution made to the respective funds.

8) EXPORT BENEFITS

The value of the DEPB licenses against export entitlement are accounted for on accrual basis.

9) BORROWING COSTS

Cost of borrowing is charged to revenue except the borrowings used for creation of Fixed
Assets prior to capitalisation.

10) PROVISION FOR TAXATION

Provision for Current Tax and Fringe Benefit Tax have been made as per the provisions of
Income Tax Act 1961 and adjustment for Deferred Tax is made in accordance with Accounting
Standard-22.

11) WARRANTY PROVISIONS

Provisions for Warranty Costs have been made on estimated basis.

12) CONTINGENT LIABILITIES

Liabilities, though contingent, are provided for if there are reasonable prospects of such liabilities
maturing. Other contingent liabilities, barring frivolous claims, not acknowledged as debt, are
disclosed by way of note.

PART - B NOTES TO THE ACCOUNTS


B - 1 NOTES CONCERNING AMALGAMATION

1.0 Scheme of Arrangement (“Scheme”) – The “Scheme” sanctioned by Hon’ble High Court of Delhi
is for the amalgamation of the Usha International Ltd. (UIL – Transferor Company No. 1) and
Shriram Fuel Injection Industries Ltd. (SFIIL– Transferor Company No. 2) with the Jay Engineering
Works Ltd. (JEW – Transferee Company)

The products manufactured by JEW as well as SFIIL are marketed mainly through UIL and thus
there is synergy of business interest between the three Companies. Accordingly, their businesses
are combined conveniently/ advantageously and would enure for the benefit of the
Shareholders, the employees and all the stakeholders of all the three Companies.

47
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)
2.0 Salient features of the “Scheme” are :
2.1 The name of the Transferee Company “The Jay Engineering Works Limited” shall stand changed
to “Usha International Ltd.”
2.2 The Scheme would be operative from the Appointed Date, i.e. 01.04.07 and would be effective
from the date on which copies of the order of Hon’ble High Court of Delhi sanctioning the
Scheme has been filed with the Registrar of Companies, NCT of Delhi and Haryana.
2.3 Authorised Share Capital of the Transferee Company would be sum total of the Authorised
Share Capital of all the three Companies.
2.4 Based on the business valuation of JEW, UIL and SFIIL, Equity Shareholder’s of UIL would get 44
Equity Shares for every 1 Equity Share held in UIL and Equity Shareholder’s of SFIIL would get
31 Equity Shares for every 10 Equity Shares held in SFIIL of the Transferee Company after
canceling the crossholdings.
Accordingly, Equity Share Capital of the Transferee Company would become Rs. 110,74,31,930
comprising of 11,07,43,193 Equity Shares.
The “Scheme” provides for the reduction in the issued and paid up Equity Share Capital by
canceling of 9,96,68,873 Equity Shares of Rs. 10/- each and the amount of Rs. 99,66,88,730 would
be credited to General Reserves and will not be paid to the Shareholders. Accordingly, Equity
Shares would be allotted to the Shareholders of all the three Companies as on the Record Date
as under:-
- 44 New Equity Shares of Rs 10/- each fully paid –up of Transferee Company for every 10
Equity Shares of Rs 10/- each fully paid-up held in Transferor Company No.1, i.e. UIL.
- 31 New Equity Shares of Rs 10/- each fully paid –up of Transferee Company for every 100
Equity Shares of Rs 10/- each fully paid-up held in Transferor Company No.2, i.e SFIIL.
- 1 New Equity Share of Rs 10/- fully paid –up of Transferee Company for every 10 Equity
Shares of Rs 10/- each fully paid-up held in Transferee Company, i.e. JEW.
New Equity Shares allotted after cancellation of cross holdings of each Company are as under:-
- Erstwhile Usha International Limited (Transferor Company No 1) : 100%
- Erstwhile Shriram Fuel Injection Industries Limited (Transferor Company No 2) : 34.16%
- Erstwhile The Jay Engineering Works Limited (Transferee Company) : 10.61%
2.5 The incidence of adopting uniform Accounting Policies, if any, would be quantified and adjusted
in the Revenue Reserves.
2.6 All Assets, Liabilities, Rights and Obligations of Transferor Companies No. 1 and 2 would vest
with the Transferee Company at Book Value as on the Appointed Date, i.e. 1.4.2007.
3.0 The Scheme of amalgamation has been sanctioned by Hon’ able High Court of Delhi vide its
Order dated 26.5.2008.The scheme became effective on 2.6.2008, the Appointed Date of the
Scheme being 1st April 2007.
The Name of The Jay Engineering Works Ltd. has been changed to Usha International Ltd and
New Equity Shares have been allotted to the Shareholders on 25.06.2008.
3.1 The accounts of the Company have been prepared following the principles and procedures of
the “Pooling of Interest Method of Accounting for Amalgamation” as per Accounting
Standard - 14.
3.2 The difference of Rs. 10353.44 lacs between the Equity Share Capital allotted to the Shareholders
of both the Transferor Companies after cancellation of cross holdings and their Equity Share
Capital prior to Amalgamation has been adjusted in General Reserve.
B-2 OTHER NOTES
4.0 As per Accounting Standard 15 ‘Employee Benefits’, the disclosures of Employee benefits as
defined in the Accounting Standard are as below :-

48
SCHEDULE - 10 (Contd.)

DEFINED CONTRIBUTION PLAN

Contributions to Defined Contribution Plan, recognized as expense under the head Contribution
to Provident & other funds for the year are as under:-

Employers Contribution (Lac/Rs.)


- Provident Fund 206.34
- Superannuation Fund 60.69
- E.S.I 47.17

The Company’s Provident Fund Trusts, namely Usha Sales Provident Fund Trust, The Jay
Engineering Officers Provident Fund Trust & Hyderabad Engineering Industries Provident Fund
Trust are exempted under Section 17 of Employee’s Provident Fund Act 1952. Conditions to
grant exemptions stipulates that the employer shall make good deficiency, if any, in the interest
rate declared by the trust vis-a-vis statutory rate.

DEFINED BENEFIT PLAN

The Employee’s Gratuity Fund Scheme partly managed by a Trust is a Defined Benefit Plan. The
present value of obligation is determined based on actuarial valuation using the projected unit
credit method (P.U.C.) as defined in the Accounting Standard – 15.

Leave encashment is also a Defined Benefit Plan but it is not funded. Provision of the liability
has been made on actuarial valuation using the P.U.C method.

I. Reconciliation of Opening & Closing Balances of Defined Benefit Obligation


Particulars Gratuity Leave
Encashment
Funded Unfunded Total Unfunded
(Lac/Rs.) (Lac/Rs.) (Lac/Rs.) (Lac/Rs.)
- Defined Benefit Obligation at beginning
of the year Nil 129.32 129.32 26.47
- On Amalgamation 462.64 314.16 776.80 62.25
- Current Service Cost 48.79 22.86 71.65 24.98
- Interest Cost 34.70 35.48 70.18 7.10
- Actuarial Gain/(Loss) (57.47) (27.73) (85.20) (20.52)
- Benefits Paid 51.45 93.96 145.41 22.25
- Settlement Cost Nil Nil Nil Nil
- Defined Benefit Obligation at the year end
(Present value of obligation) 552.14 *468.81 1020.95 135.79

* Provision made in the Balanace Sheet is Rs. 456.21 Lacs against the actuarial valuation of Rs. 468.81 Lacs.
Reconciliation of the differential amount is as under:-

49
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)
(Lac/Rs.)
Unfunded Liability as per valuation report - 468.81
Add: Employee retired and additional Gratuity Liability over & above
Rs. 3.50 Lacs paid by the Company. 7.18
Total 475.99
Less: Fair Value of Planned Assets with LIC 19.78
Net Unfunded Liability provided in Balance Sheet 456.21

II. Reconciliation of Opening & Closing Balances of fair value of Plan Assets.

Particulars Gratuity
Funded Unfunded Total
(Lac/Rs.) (Lac/Rs.) (Lac/Rs.)
As at As at As at
31.03.08 31.03.08 31.03.08

Fair value of Plan Assets at beginning of the year Nil Nil Nil

On Amalgamation 519.76 14.79 534.55

Expected return on Plan Assets 46.59 Nil 46.59

Actuarial Gain/(Loss) Nil (1.18) (1.18)

Employer’s Contribution 105.79 62.65 168.44

Benefits Paid 51.45 57.66 109.11

Settlement Cost Nil Nil Nil

Fair value of Plan Assets at the year end 620.68 19.78 640.46

Actual return on plan assets 46.59 Nil 46.59

III. Reconciliation of fair value of assets and obligation

Particulars Gratuity Leave


Encashment

Funded Unfunded Total Unfunded


(Lac/Rs.) (Lac/Rs.) (Lac/Rs.) (Lac/Rs.)

Fair value of Plan Assets 620.68 Nil 620.68 Nil

Present value of obligation 552.14 468.81 1020.95 135.79

Amount recognized in the Balance Sheet Nil 456.21 456.21 135.79

50
SCHEDULE - 10 (Contd.)
IV. Expenses recognized during the year under the head Contribution to Provident & other funds
Particulars Gratuity Leave
Encashment
Funded Unfunded Total Unfunded
(Lac/Rs.) (Lac/Rs.) (Lac/Rs.) (Lac/Rs.)
Current Service Cost 48.79 22.86 71.65 24.98
Interest Cost 34.70 35.48 70.18 7.10
Expected return on Plan Assets 46.59 Nil 46.59 Nil
Actuarial Gain/(Loss) (57.47) (27.73) (85.20) (20.52)
Net Cost 94.37 86.37 180.74 52.61

V. Investment Details
Particulars Gratuity (Funded)
Insurance policies 100% with LIC

VI. Actuarial assumptions


Particulars Gratuity Leave
Encashment
Funded Unfunded Unfunded
As at As at As at
31.03.08 31.03.08 31.03.08
Mortality Table (L.I.C.) 1994-96 1994-96 1994-96
(duly modified) (duly modified) (duly modified)
Discount rate 8% 8% 8%

Future salary increase 10% 5.50% 5.50%

5.0 Related Party Disclosures


Information relating to related party transactions as per Accounting Standard 18 issued by The
Institute of Chartered Accountants of India is given below: -
A. List of the related parties Relationship
MSR Enterprises Pvt. Ltd. Promoters
Perennial Investment Pvt. Ltd Promoters
Green Field Commercial Pvt Ltd Promoters
Siel Holding Ltd Promoters
Mr Sunil Wadhwa Key Management Personnel of erstwhile
Ms Chhaya Shriram } Usha International Ltd.
Mr Ravi Raju Key Management Personnel of erstwhile
Shriram Fuel Injection Industries Ltd.
Ms Sonali Wadhwa Relative of Key Management Personnel
Avro Sales Pvt Ltd Subsidiary Company

51
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)

B. Details of Related Party Transactions

Current Year Previous Year


Lac/Rs Lac/Rs

Remuneration to Key Management Personnel 234.08 -

Rent paid to Relative of Key Management Personnel 4.20 -

Sale of Investment to M/s Perennial Investment Pvt. Ltd


and M/s Green Field Commercial Pvt Ltd 700.00 -

Avro Sales Pvt. Limited

- Reimbursement / Recovery of Expenses (Net) 0.09 -

- Net Outstanding Payable/ (Receivable) (0.16) -


6.0 Earnings Per Share

Particulars Units Current Year Previous Year

a) Profit/(Loss) after Tax Lac/Rs. 2197.52 116.53

b) Less : Preference Dividend (inclusive of tax thereon) “ 81.90 81.90

c) Profit/(Loss) attributable to Equity Shareholders “ 2115.62 34.63

d) Weighted average number of Equity Shares of Rs. 10


each outstanding during the year used in computing
basic earnings per Equity Share Nos 1,10,74,319 1,51,45,902

e) Effect of potential Equity Shares for Redeemable


Cumulative Preference Shares of Rs. 100 each
optionally convertible to Equity Shares including
arrears of dividend. “ 1,34,45,800 2,60,45,800

f) Weighted average number of Equity Shares of Rs. 10


each used in computing diluted earnings per
equity share “ 2,45,20,119 4,11,91,702

g) Earning per share

- Basic [( c ) / (d)] Rs. 19.10 0.23

- Diluted [ ( a ) / (f )] Rs. 8.96 0.28

7.0 Provision for Income Tax


The amalgamated company Usha International Limited (Formerly known as The Jay Engineering
Works Limited) intends to file its Income Tax Return based on amalgamated accounts. Accordingly
in view of the carry forward losses (including unabsorbed depreciation) the Company is liable
to tax under section 115JB of the Income Tax Act, 1961.
8.0 Deferred Tax Assets/Liabilities
Deferred Tax Assets (net) amounting to Rs. 452.44 Lacs has been computed on the date of
Balance Sheet subsequent to amalgamation and includes Rs. 241.41 Lacs (MAT) as per Section
115 JB of the Income Tax Act 1961.

52
SCHEDULE - 10 (Contd.)

9.0 The management is of the opinion that there is no impairment of Assets as contemplated in
Accounting Standard-28. Fixed Assets retired from active use and awaiting disposal – Rs. 3.02
lacs (PY Rs. 3.02 lacs). The Company is of the view that the realization against these Assets would
be higher than the above amount.
10.0 Disclosure under the Micro, Small and Medium Enterprises Development Act 2006 for the
Suppliers who have filed a memorandum with the appropriate authority is as under:-
Lac/Rs.
I. (a) Principal amount remaining unpaid to any supplier as at 31.03.2008 487.80
(b) Interest due on the above as at 31.03.2008 0.18
II. (a) Amount paid to the supplier beyond the due date 1657.25
u/s 15 of MSMED Act during the year 2007-2008
(b) Amount of interest paid to the supplier on the above 2.80
during the year 2007-08 u/s 16 of MSMED Act
(c) Amount of interest due & payable on the above (i.e. 8.61
on delayed payment made during the year but interest
thereon not paid till at the end of accounting year)
III . Amount of interest accrued & remaining unpaid as at 31.03.2008 7.67
IV. Amount of further interest remaining due and payable even in the 10.46
succeeding years, until such date when the interest due as above is actually
paid to the small enterprise, for the purpose of disallowance as a deductible
expenditure under Section 23 of MSMED Act, 2006.

11.0 Warranty Provisions

Warranty Provisions have been made on estimated basis considering the defect rate and
replacements made during the year. Summary Position is as under:

Year ended March’08 Year ended March’07


Lac/Rs. Lac/Rs.

Opening Balance 155.80 90.12

Add : Provisions for the year 104.87 55.27

Less: Amounts used during the year 48.90 46.76

Provisions at the end of the year 211.77 98.63

53
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)

12.0 Contingent Liabilities – not provided for :


Year ended Year ended
March’08 March’07
Lac/Rs. Lac/Rs.

a) Claims not acknowledged as debts


- Sales Tax/Entry Tax demands under appeal 261.77 292.87
- Income Tax demand under appeal 925.47 7.93
- Excise Duty demand under appeal(excluding 101.67 188.39
amounts involved in show cause notices and those
matters in respect of which favourable decisions are
available at other units.)
- Awards in labour cases under appeal 7.79 -
- V.R.S. Compensation* 16.55 20.52
- Others 64.53 15.04
*11 workers at Calcutta unit are yet to take their voluntary retirement compensation
All the above matters are subject to legal proceedings in the ordinary course of
business.
The legal proceedings, when ultimately concluded, will, in the opinion of management,
not have material effect on the results of operation or financial position of the
Company.
b) Bill of Exchange / Cheques Discounted 325.01 334.37
c) Arrears of Dividend on 700000 10% Redeemable 714.58 644.58
Cumulative Optionally Convertible Preference Shares
of Rs.100 each for the Financial years1997-98 to 2007-08

13.0 Capital Commitment (Not Provided for) 53.33 20.30

14.0 Managerial Remuneration


a. Computation of net profit as per Sec. 349 of the Current Year Previous Year
Companies Act, 1956 : Lac/Rs. Lac/Rs.

Net Profit before Tax as per Profit & Loss Account 2066.57 -
Add : - Managerial Remuneration 256.81 -
- Prov. For Doubtful Debts/Advances 97.74 -
- Extraordinary Item 162.13 -
Less : - Capital Profit on Sale of Fixed Assets etc. 168.78 -
Net Profit 2414.47 -
Managerial Remuneration - 11% 265.59 -

54
SCHEDULE - 10 (Contd.)

b. Managerial Remuneration – paid / payable Current Year Previous Year


Lac/Rs. Lac/Rs.

- Salary 74.96 -

- Special Allowance 69.44 -

- Performance Incentive 25.00 -

- House Rent Allowance 33.67 -

- Contribution to Funds1 20.49 -

- Value of Perquisites 10.52 -

TOTAL 2 234.08 -

Commission to Non Executive Director – 1%3 22.73 -

TOTAL 256.81 -
1
Contribution to Funds does not include contribution to Gratuity Fund since the same is made on
global basis.
2
Represents Rs. 214.53 Lacs paid to Managing Director & Whole Time Director of the Transferor
Company No. 1 i.e. erstwhile Usha International Limited as per approval of Central Government
and Rs. 19.55 Lacs paid to Whole Time Director of Transferor Company No. 2 i.e. Shriram Fuel
Injection Industries Limited as per the terms of appointment and in terms of Clause 7 of the
Scheme.
3
Represents commission payable on net profits of Transferor Company 1 and 2 computed as per
Sec.349 of the Companies Act.,1956 and in terms of clause 8 of the Scheme.

15.0 Manufacturing & Other Expenses (Schedule 9 B) includes Research and Development
expenses as under :

Current Year Previous Year


Lac/Rs. Lac/Rs

Stores and Spares 0.82 0.99

Salaries and Wages, etc. 17.70 19.98

Other Expenses 22.21 41.99

40.73 62.96

55
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)
16. SEGMENT REPORTING
A. Business Segment

Particulars Current Year Previous Year


Lac/Rs. Lac/Rs.

I. Revenue (Net Sales/Agency Commission)


Segment - Consumer Durables 55,111.40 11,576.24
- Engines, Pumpsets & Motors 9,570.84 -
- Auto Products 5,974.76 -
- Others 66.50 -
Total 70,723.50 11,576.24

II. Results (Profit(+) / Loss(-) before Unallocable


Expenditure/ Depreciation,Interest & Tax
Segment - Consumer Durables 4,957.26 363.76
- Engines, Pumpsets & Motors 671.34 -
- Auto Products 691.87 -
- Others (10.72) -
Total 6,309.75 363.76

III. Less : - Unallocable - Interest 167.21 240.51


- Expenditure/Depreciation 4,075.97 -
(net of unallocable income)

IV. Profit Before Tax 2,066.57 123.25

V. Capital Employed
Segment - Consumer Durables 8,073.03 283.54
- Engines, Pumpsets & Motors 118.10 -
- Auto Products 1,804.18 -
- Others 75.03 -
Total 10,070.34 283.54

Depreciation*
Segment - Consumer Durables 173.71 91.18
- Engines, Pumpsets & Motors 17.20 -
- Auto Products 137.78 -
- Others 3.32 -
Total 332.01 91.18

Non Cash Expenses other than Depreciation*


Segment - Consumer Durables 73.10 76.81
- Engines, Pumpsets & Motors (2.34) -
- Auto Products 6.72 -
- Others (0.06) -
Total 77.42 76.81

* Included in Segmentwise results.


B. Geographical Segment
Company has no operation outside India and hence secondary segment namely Geographical
Segment is not applicable.

56
SCHEDULE - 10 (Contd.)

17. Statement of Additional Information


(A) Products Manufactured

Item Unit Installed Capacity Per Annum* Production


Current Year Previous Year Current Year Previous Year
Fans Lac/Nos 17.40 17.40 9.89 9.85
Water Cooler “ 0.10 - 0.07 -
Elements “ 9.00 - 7.48 -
Nozzles “ 9.60 - 9.42 -
Delivery valves “ 7.50 - 8.57 -
S.C.pumps “ 2.70 - 2.77 -
Nozzle holders “ 2.70 - 1.97 -

Notes :
Licensed capacity - No licence is required for the products of the Company.
* On single shift basis as certified by the officials of the Company and accepted by the auditors without verification,
being a technical matter.

57
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)
B. CONSUMPTION OF RAW MATERIAL & COMPONENTS
Item Unit Current Year Previous Year
Qty. Value(L/R) Qty. Value(L/R)
Aluminium Tonnes 406.77 570.09 577.00 861.81
Copper wire “ 239.88 922.03 235.00 935.08
Silicon sheet/lamination “ 2282.00 1036.94 2026.00 867.05
Casting “ 754.00 150.51 664.00 371.88
CRCA Th/Nos. 138.88 42.49 - -
Ball bearings Th/Nos. 1959.36 220.85 1777.00 205.55
Condensers “ 984.31 105.21 877.00 101.54
Paints Th/Ltrs. 66.18 64.26 50.00 72.89
Guards Th/Nos. 78.97 24.92 115.00 95.81
Steel M.Tonnes 453.45 389.54 - -
M.S.pipes Th/Mtrs. 480.13 176.93 434.00 156.05
Storage/Chiller Tank Assembly Th/Nos. 7.04 214.19 - -
Compressors “ 7.04 173.87 - -
Fan Motor Assembly “ 7.04 54.88 - -
Condenser Cell Assembly “ 7.04 29.11 - -
Other Raw Material & Components - 2430.99 - 1259.06

TOTAL 6606.81 4926.72

58
SCHEDULE - 10 (Contd.)
C. PURCHASES/SALES/STOCK IN TRADE

PARTICULARS Unit PRODUCT GROUP (Including related accessories)


Electric Home Sewing Diesel Piston Misc
Fan Appliances Machine Engine/ & Ring,
Motor/ Fuel
Pump/ Injection
Gen set & Other
Auto Parts

PREVIOUS YEAR

QUANTITY
- Purchases Lac/Nos 6.22 - 0.01 - - -
- Sales Lac/Nos 16.53 - 0.01 - - -
- Closing Stock Lac/Nos 1.33 - 0.00 - - -
VALUE
- Purchases Lac/Rs. 3807.73 - 39.64 - - 7.37
- Sales Lac/Rs. 12253.32 - 42.49 - - 343.65
- Closing Stock Lac/Rs. 876.68 - 11.43 - - 102.23
CURRENT YEAR
QUANTITY
- Purchases Lac/Nos 37.34 6.05 11.97 1.40 15.23 -
- Sales - Direct Lac/Nos 47.68 5.94 12.36 1.43 38.41 -
- By Pricipals Lac/Nos 2.21
- Closing Stock Lac/Nos 6.44 1.10 1.52 0.18 4.70 -
VALUE
- Purchases Lac/Rs. 14606.77 7107.28 9184.40 7469.02 1654.63 106.80
- Sales * Lac/Rs. 31545.81 10638.38 13559.12 9555.42 6001.60 461.56
- Closing Stock Lac/Rs. 3628.09 1327.73 1009.98 588.45 374.69 135.76

* Exclude the value of Sales of Rs. 3157 Lacs by Principals against Orders booked by the Company.

59
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)
18. Foreign Currency

Particulars Current Year Previous Year


Lac/Rs. Lac/Rs.

Expenditure

Purchase (Imports) - RM/Component/FG 3867.07 808.75

- Capital Goods 46.56 -

Travelling/Others 215.41 25.62

Income

Exports (FOB Value) 4369.35 1155.48

Reimbursement towards freight & Insurance 61.92 -

19. Balance with certain suppliers await reconciliation and confirmation.

20. Previous Year Figures are on stand alone basis of the Transferee Company and are, therefore,
not comparable with the figures of Current Year and have been reworked, regrouped, rearranged
and reclassified wherever necessary.

Signature to Schedules 1 to 10 forming part of the Balance Sheet and Profit & Loss Account.

As per our report of even date attached. A.K. Chowdhury Siddharth Shriram
For THAKUR, VAIDYANATH AIYAR & CO. A.K. Jain Chairman
Chartered Accountants N.K. Goila
V. Rajaraman P.K. Bhalla
Partner Vinod K. Wazir Chhaya Shriram
M.No.2705 Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

60
ADDITIONAL INFORMATION PURSUANT TO PART IV OF SCHEDULE VI OF
THE COMPANIES ACT, 1956
Balance Sheet Abstract and Company’s General Business Profile

1. Registration No. L74210DL1935PLC007123, Balance Sheet Date : 31.03.2008,


State Code 55

2. Capital raised during the year (Amounts in Rs. Thousands) :


Public Issue NIL Right Issue NIL
Bonus Issue NIL Private Placement NIL

3. Position of mobilisation and deployment of funds (Amounts in Rs. Thousands)


Total Liabilities 2704115 Total Assets 2704115
Sources of Funds Application of Funds
Paid-up capital 180743 Net Fixed Assets 386809
Reserves and Surplus 709558 Investments 2665
Secured Loans 250717 Net Current Assets 832607
Unsecured Loans 126307 Deferred Tax Assets(Net) 45244

4. Performance of the Company (Amounts in Rs. Thousands)


Total Income 7121737 Total Expenditure 6915080
Profit/(Loss) Before Tax 206657 Profit/(Loss) after Tax 219752
Earning per Share (Rs.) 19.10 Dividend Rate % NIL

5. Generic Names of three principal products/services of the Company (As per monetary terms)
Procuct Description Item Code No. (ITC Code)
- Electric Fan 8414
- Sewing Machine 8452
- Home Appliances 8415,8418,8421,
8504,8509,8513,
8516

As per our report of even date attached. A.K. Chowdhury Siddharth Shriram
For THAKUR, VAIDYANATH AIYAR & CO. A.K. Jain Chairman
Chartered Accountants N.K. Goila
V. Rajaraman P.K. Bhalla
Partner Vinod K. Wazir Chhaya Shriram
M.No.2705 Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

61
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956


RELATING TO SUBSIDIARY COMPANIES
Name of the Subsidiary M/s. Avro Sales Private Limited
1. Financial year of the subsidiary March 31, 2008
2. Extent of holding company’s interest in the
Subsidiary 100% Equity Share Capital of Rs.9.67 lacs
- Number of Shares 9667 Equity Shares of Rs. 100/- each
- % holding (equity) 100.00%
- % holding (preference)
3. Net aggregate amount of subsidiary’s -
profits/(losses) so far as they concern
members of holding company and not
dealt with in the holding company’s account:
I) For subsidiary’s financial year } Rs. (4.00) Lacs
II) For subsidiary’s previous financial } Rs. (1.54) Lacs
years since it became subsidiary. }
4. Net aggregate amount of subsidiary’s -
profits/losses so far as they concern
members of holding company’s and dealt
with in the holding company’s accounts:
I) For subsidiary’s financial year }
II) For subsidiary’s previous financial } -
years since it became subsidiary. }
5. Change in the interest of holding company -
between the end of subsidiary’s financial
year and the end of holding company’s
financial year.
6. Material changes between the end of
subsidiary’s financial year and the end of
holding company’s financial year.
i) Fixed Assets -
ii) Investments -
iii) Moneys lent by the subsidiary -
iv) Moneys borrowed by the subsidiary -
other than for meeting current liabilities

As per our report of even date attached. A.K. Chowdhury Siddharth Shriram
For THAKUR, VAIDYANATH AIYAR & CO. A.K. Jain Chairman
Chartered Accountants N.K. Goila
V. Rajaraman P.K. Bhalla
Partner Vinod K. Wazir Chhaya Shriram
M.No.2705 Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

62
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2008
Particulars 2007-2008 2006-2007
Lac/ Rs. Lac/Rs.
A. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT BEFORE TAX & EXTRAORDINARY ITEMS 2,066.57 123.25
Adjustments for :
Depreciation (Schedule 9D) 624.76 91.18
Deferred Revenue Expenditure written off - 76.81
Profit/Loss on sale of Fixed Assets 10.01 (11.17)
Interest Expenses 167.21 240.51
Dividend on Investment - 801.98 (95.00) 302.33
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 2,868.55 425.58
Adjustments for :
Trade and other Receivables (9,322.15) (318.71)
Inventories (Schedule 7A) (6,504.72) 354.81
Trade Payables 10,587.28 (524.84)
CASH GENERATED FROM OPERATIONS (2,371.04) (63.16)
Direct Taxes Paid (400.13) (56.90)
Fringe Benefit Tax Paid (105.17) (6.72)
CASH IN FLOW BEFORE EXTRAORDINARY ITEMS (2,876.34) (126.78)
NET CASH GENERATED FROM OPERATING ACTIVITIES (2,876.34) (126.78)

B. CASH FLOW FROM INVESTING ACTIVITIES


Purchase of Fixed Assets (Schedule 5) (713.80) (154.14)
Sale of Fixed Assets (Schedule 5) 94.59 22.04
Loan to Subsidiary Company received back - 460.00
Deferred Revenue Expenditure incurred - (12.32)
Dividend on Investment - 95.00
NET CASH GENERATED IN INVESTING ACTIVITIES (619.21) 410.58

C. CASH FLOW FROM FINANCING ACTIVITIES


Proceeds from Borrowings (Schedule 3) 3,298.48 (70.51)
Interest Paid (167.21) (240.51)
Promoters contribution for Redemption of RCPS - 7.13
NET CASH USED IN FINANCING ACTIVITIES 3,131.27 (303.89)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (364.28) (20.09)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 584.76 604.85
Less: On Amalgamation (3,227.06)
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 3,447.54 584.76
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (364.28) (20.09)

A.K. Chowdhury Siddharth Shriram


A.K. Jain Chairman
N.K. Goila
P.K. Bhalla
Vinod K. Wazir Chhaya Shriram
Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

AUDITORS’ CERTIFICATE
We have examined the attached Cash Flow Statement of M/s. Usha International Limited for the year ended 31st
March,2008. The Statement has been prepared by the Company in accordance with the requirements of Clause
32 of listing agreement with the Stock Exchange and is based on and in agreement with the corresponding Balance
Sheet of the Company.
For Thakur, Vaidyanath Aiyar & Co.
Chartered Accountants
V. Rajaraman
New Delhi Partner
August 14, 2008 M. No. 2705

63
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

AUDITORS’ REPORT
TO THE BOARD OF DIRECTORS OF USHA INTERNATIONAL LIMITED
1. We have audited the attached Consolidated Balance Sheet of Usha International Limited (formerly
known as The Jay Engineering Works Limited) prepared incorporating the effect of the Scheme of
Arrangement sanctioned by the Honorable High Court of Delhi vide its order dated 26th May 2008
to be effective retrospectively from 1st April 2007,for the amalgamation of the Usha International
Ltd and Shriram Fuel Injection Industries Limited with The Jay Engineering Works Limited and its
subsidiary, as at March 31, 2008, Consolidated Profit and Loss Account and the Consolidated Cash
flow Statement for the year ended on that date annexed thereto. These financial statements are
the responsibility of the Company’s Management and have been prepared by the Management
on the basis of separate financial statements and other financial information regarding components.
Our responsibility is to express an opinion on these consolidated financial statements based on
our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India.
Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are prepared, in all material respects, in accordance with an
identified financial reporting framework and are free of material misstatement. An audit includes,
examining on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates
made by Management, as well as evaluating the overall financial statements presentation. We
believe that our audit provides a reasonable basis for our opinion.
3. We did not audit the financial statement of the subsidiary, whose financial statements reflect total
assets of Rs.21.96 Lacs as at March 31, 2008, total revenues of Rs.3.22 Lacs and net cash outflow from
operating activities amounting to Rs.3.75 Lacs for the year that ended. The opinion expressed by
the other auditor has been considered.
4. We report that the consolidated financial statements have been prepared by the Company’s
Management in accordance with the requirements of Accounting Standard 21 ‘Consolidated
Financial Statements’ issued by the Institute of Chartered Accountants of India.
In our opinion and to the best of our information and according to explanation given to us the
said accounts read together with the Accounting policies and Notes thereon give a true and fair
view;
a) In the case of the Consolidated Balance Sheet, of the state of affairs of Usha International
Limited and its subsidiary as at 31st March, 2008
b) In the case of the Consolidated Profit and Loss Account, of the profit of Usha International
Limited and its subsidiary for the year ended on that date; and
c) In the case of the Consolidated Cash Flow Statement, of the cash flows of Usha International
Limited and its subsidiary for the year ended on that date.
For THAKUR, VAIDYANATH AIYAR & CO.
CHARTERED ACCOUNTANTS

V. RAJARAMAN
New Delhi PARTNER
August 14, 2008 M.NO: 2705

64
CONSOLIDATED BALANCE SHEET
As at 31st March, 2008
Schedule As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.

SOURCES OF FUNDS
Shareholders’ Funds
– Share Capital 1 1807.43 2856.39
– Reserves and Surplus 2 7088.18 339.06
Loan Funds 3
– Secured 2507.17 383.28
– Unsecured 1263.07 88.48
Current Liabilities and Provisions 4 14370.42 3780.62
27036.27 7447.83

APPLICATION OF FUNDS
Fixed Assets (Net of Depreciation) 5 3866.38 670.10
Capital Work in Progress 5 2.15 -
Investments 6 0.61 475.00
Deferred Tax Asset(Net) 7 452.44 -
Current Assets, Loans and Advances 7A 22714.69 3820.51
Miscellaneous Expenditure
(to the extent not written off or adjusted) - 68.91
Profit & Loss Account - 2413.31
27036.27 7447.83

Accounting Policies and Notes to the Accounts 10

As per our report of even date attached. A.K. Chowdhury Siddharth Shriram
For THAKUR, VAIDYANATH AIYAR & CO. A.K. Jain Chairman
Chartered Accountants N.K. Goila
V. Rajaraman P.K. Bhalla
Partner Vinod K. Wazir Chhaya Shriram
M.No.2705 Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

65
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

CONSOLIDATED PROFIT AND LOSS ACCOUNT


For the year ended 31st March, 2008
Schedule Current Year Previous Year
Lac/Rs. Lac/Rs.
INCOME
Sales & Services* 8A 72185.51 12709.48
Less: Excise Duty (1,636.99) (1,133.24)
Net Sales & Services 70548.52 11576.24
Agency Commission 176.80 -
Other Income 8B 494.14 808.97

71219.46 12385.21

EXPENDITURE
Cost of Goods Sold 9A 39849.12 3953.23
Manufacturing & Other Expenses 9B 18310.86 6911.05
Commission and Discount on Sales 6577.77 602.01
Advertisement & Sales Promotion 1658.39 75.36
Other Selling Expenses 1690.07 278.64
Interest (Net) 9C 167.23 240.51
Provision for Doubtful Debts & Advances 116.28 33.17
Depreciation 9D 625.01 91.18
Compensation paid for Voluntary Retirement 162.13 -
Miscellaneous Expenditure- Written Off - 76.81
69156.86 12261.96

Profit before Tax 2062.60 123.25


Provision for Taxation 9E (130.92) 6.72
Profit After Tax 2193.52 116.53
Earnings Per Share (See Note 6 - Part B)
(Face value of Rs. 10 each)
- Basic (Rs.) 19.07 0.23
- Diluted (Rs.) 8.95 0.28
Accounting Policies and Notes to the Accounts 10
*Exclude Sales by the Principals against Orders booked by the Company Rs. 3157 Lacs. (PY Nil)

As per our report of even date attached. A.K. Chowdhury Siddharth Shriram
For THAKUR, VAIDYANATH AIYAR & CO. A.K. Jain Chairman
Chartered Accountants N.K. Goila
V. Rajaraman P.K. Bhalla
Partner Vinod K. Wazir Chhaya Shriram
M.No.2705 Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

66
APPROPRIATION ACCOUNT
Current Year Previous Year
Lac/Rs. Lac/Rs.

AMOUNT AVAILABLE
Balance brought forward from previous year (refer sch 2) 885.43 –
Profit for the year brought down 2193.52 –
3078.95 –

APPROPRIATION
Balance carried forward to Balance Sheet 3078.95 –
3078.95 –

As per our report of even date attached. A.K. Chowdhury Siddharth Shriram
For THAKUR, VAIDYANATH AIYAR & CO. A.K. Jain Chairman
Chartered Accountants N.K. Goila
V. Rajaraman P.K. Bhalla
Partner Vinod K. Wazir Chhaya Shriram
M.No.2705 Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

67
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 1
SHARE CAPITAL
As at 31.03.08 As at 31.03.07
Lac/Rs. Lac/Rs.

AUTHORISED 1
4,00,00,000 (PY 2,50,00,000) Equity Shares of Rs. 10/- each 4000.00 2500.00
1,00,000 10 % Redeemable Cumulative Preference
Shares of Rs. 100 Each 100.00 100.00
9,00,000 10 % Redeemable Cumulative Optionally
Convertible Preference Shares of Rs. 100 each 900.00 900.00
5000.00 3500.00

ISSUED, SUBSCRIBED AND PAID UP


1,10,74,319 (PY 2,10,63,875) Equity Shares of
Rs. 10/- each fully paid up 2 1107.43 2106.39

7,00,000 10 % Redeemable Cumulative Preference


Shares of Rs. 100 each Optionally Convertible to
Equity and fully paid up 3 700.00 700.00

Promoters Contribution for Redemption


of 50,000 10% Redeemable Cumulative - 50.00
Preference Shares of Rs. 100 each 4
1807.43 2856.39

Notes.
1
Authorised Share Capital is the sum total of the Authorised Share Capital of the amalgamating and amalgamated
Companies.
2
Represents Equity Shares allotted to the Shareholders of the Transferor and Transferee Companies on the basis
given in the Scheme of Arrangement approved by the Hon’ble High Court of Delhi. ( Refer Note 2.4 - Part B ).
3
10% Redeemable Cumulative Optionally Convertible Preference Shares , redeemable at par are due for
redemption on or before the extended date i.e. 13.01.2013. The Shareholders have the option to seek conversion
of these Shares including arrears of dividend, if any , into Equity Shares at any time on or before redemption. Such
conversion shall be @ Rs.10/- per Equity Share.
4
The amount brought in by the promoters viz erstwhile Usha International Limited (Transferor Company) pursuant
to BIFR order dated 30th May 2005 for the redemption of the Redeemable Cumulative Preference Shares appearing
in the books of The Jay Engineering Works Limited (Transferee Company) has been paired off on amalgamation
against the contribution towards Investment in the books of erstwhile Usha International Limited.

68
SCHEDULE - 2
RESERVES AND SURPLUS
Particulars As at 01.04.2007 During the Year As at
31.03.2008

Opening Arising out of Amalgamation Net Opening Addition Deduction


Balance Balance
Addition Deduction
Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs.

Capital Receipts/Reserve - 173.00 - 173.00 - - 173.00

Capital Redemption Reserve - 110.20 1 110.20 - 110.20

Share Premium Account - 524.00 - 524.00 - - 524.00

Revaluation Reserve 339.06 138.54 - 477.60 - 10.40 467.20

General Reserve - 13212.47 2 10,474.24 3 2738.23 - 3.40 6 2734.83

Surplus in Profit & Loss (2,413.31)5 3298.74 4 - 885.43 2,193.52 - 3078.95

(2074.25) 17456.95 10474.24 4908.46 2193.52 13.80 7088.18

1
Represents the reserve created pursuant to section 77AA of Companies Act, 1956 consequent to buyback of
Equity Shares by Shriram Fuel Injection Industries Limited (Transferor Company).
2
Includes Rs. 9966.89 Lacs relating to reduction in Equity Share Capital (Refer Note 2.4 - Part B).
3
Represents the difference of Rs. 10353.44 Lacs ( Refer Note 3.2 -Part B) between the Equity Share Capital alloted
to Shareholders of both the Transferor Companies and their Equity Share Capital prior to Amalgamation adjusted
as per Accounting Standard 14 and Rs. 120.80 Lacs adjusted for adopting uniform accounting policy relating to
Depreciation,Deferred Revenue Expenditure & Goodwill.
4
The amount is net of Premium of Rs. 297.54 Lacs paid by Shriram Fuel Injection Industries Ltd. (Transferor Company)
on the Equity Shares bought back during the year and adjusted against the surplus as on 01.04.2007 since these
Share were not available for consideration under the Scheme of Amalgamation.
5
The debit balance,as above, has been shown on the asset side of the previous year in the Balance Sheet.
6
Represents excess of the cost to the parent Company of its Investment in the subsidiary Compnay over networth
of the subsidiary.

69
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 3
LOANS
As at 31.03.08 As at 31.03.07
Lac/Rs. Lac/Rs.

SECURED
From Bank - Working Capital Loan - Cash Credit /Bill 2360.45 383.28
Discounting1
- Long Term Loan - Building 2 125.00 -

- Vehicle 3 21.72 -

Sub Total 2507.17 383.28

UNSECURED

Fixed Deposits 534.04 -

Other Loans & Advances :


- Security Deposit from Dealers & Others 720.72 76.10

- Interest Accrued and due thereon 8.31 12.38

Sub Total 1263.07 88.48

Total 3770.24 471.76

1
Secured by way of first charge on Stocks & all book debts and equitable mortgage of specified properties having
WDV of Rs. 2593.43 Lacs of Usha International Limited.
2
Secured by equitable mortgage of the Corporate office Building at Gurgaon of Usha International Limited
3
Secured by way of hypothecation of vehicles having WDV of Rs 36.96 Lacs of Usha International Limited.

70
SCHEDULE - 4
CURRENT LIABILITIES & PROVISIONS
As at 31.03.08 As at 31.03.07
Lac/Rs. Lac/Rs.

CURRENT LIABILITIES
Acceptances 1 2,303.50 367.95
Sundry Creditors - Micro & Small Enterprises 489.81 -
- Others 10,378.45 2,178.85
Unpaid Dividend2 146.73 -
Unpaid Matured Deposits2 28.07 -
Interest accrued on Matured Deposits2 4.65 -
Sales Advances 164.49 979.39
Hire Purchase Sales : - Commission accrued but not due 1.28 -
- Unearned Profit 2.10 -
Interest accrued but not due on unsecured loans 46.19 -
Sub Total 13,565.27 3,526.19

PROVISIONS
Gratuity 457.14 129.32
Leave Encashment 136.24 26.48
Warranties 211.77 98.63

Sub Total 805.15 254.43


Total 14,370.42 3,780.62

1
Include Rs. 1772.18 lacs payable to Small Industries Development Bank of India towards Hundies accepted by the
Holding Company, secured by way of second charge on all Current assets and on specified properties having written
down value of Rs. 531.89 Lacs.

2
Will be credited to Investor Education & Protection Fund if not claimed within 7 years of declaration / maturity/
due date.

71
72
Financials
Consolidated
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

FIXED ASSETS
SCHEDULE - 5

Cost Depreciation Writen Down Value

During the year


PARTICULARS As at Acquired on Additons Disposal As at As at On Assets For the On Upto As at As at
1.4.2007 Amalgamation2 31.3.2008 1.4.2007 Acquired on Year Disposal 31.3.2008 31.3.2008 31.3.2007
Amalgamation2
Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs. Lac/Rs.

Goodwill 0.50 17.51 - 18.01 - - 10.51 - 10.51 - - 0.50


Land (Freehold ) 298.42 58.53 14.311 - 371.26 - - - - - 371.26 298.42
Buildings - Freehold 406.73 762.95 11.13 - 1,180.81 334.52 133.90 37.31 - 505.73 675.08 72.21
Buildings (Leasehold) - 114.54 - - 114.54 - 48.38 3.31 - 51.69 62.85 -
Plant & Machinery 918.90 1,868.13 204.18 19.38 2,971.83 633.81 444.12 234.34 11.99 1,300.28 1,671.55 285.09
EDP Equipment - 890.13 120.85 62.76 948.22 - 608.09 143.88 60.09 691.88 256.34 -
Sewing School Appliances - 6.52 - 0.81 5.71 - 5.15 0.18 0.61 4.72 0.99 -
Furniture, Fixture and Equipment 38.41 597.58 79.59 32.63 682.95 34.38 297.35 64.05 20.90 374.88 308.07 4.03
Vehicles 15.87 567.88 262.21 143.84 702.12 6.02 155.93 137.01 67.50 231.46 470.66 9.85
Intellectual Property Rights - 40.00 - - 40.00 - 17.60 5.61 - 23.21 16.79 -
EDP Software License - 35.00 21.53 - 56.53 - 14.02 9.72 - 23.74 32.79 -
TOTAL 1,678.83 4,958.77 713.80 277.43 7,073.97 1,008.73 1,735.05 635.41 171.60 3,207.59 3,866.38 670.10
Previous Year 1,532.43 - 174.33 27.93 1,678.83 929.42 96.37 17.06 1,008.73 670.10 603.01
Capital Work-in-Progress2 2.14 0.01 2.15 2.15 -

Land and Buildings situated at Hyderabad and Kolkatta were revalued in 1983-84. Further, Flat at Mumbai and Shop at New Delhi were revalued in
1994-95.
Immovable properties standing in the name of erstwhile Transferor Companies are to be transferred in the name of renamed Usha International Limited.
1
Expenses incurred for Mutation of Part of Land at Kolkata.
2
Assets of Transferor Co. No. 1 and 2.
SCHEDULE - 6
INVESTMENTS
As at 31.03.08 As at 31.03.07
Lac/Rs. Lac/Rs.

LONG TERM - TRADE


Quoted
1192 Fully paid-up Equity Shares of Rs.10/- each of 0.61 -
Mawana Sugar Siel Ltd. (Market value Rs.0.37 lac)

Unquoted
A. SUBSIDIARIES
47,50,000 Fully paid Equity Shares of Rs. 10/- each in Shriram - 475.00
Fuel Injection Industries Ltd(Transferor Co.) 1

B. OTHERS
2 Class ‘B’ Shares of Rs. 100 /- each of Tamil Nadu Agro # -
Engineering & Service Co-operative Federation Ltd.
Total 0.61 475.00
1
Cancelled on amalgamation of Shriram Fuel Injection Industries Ltd, as cross holding.
# Rs.200

73
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 7
DEFERED TAX ASSETS
As at 31.03.08 As at 31.03.07
Lac/Rs. Lac/Rs.
DEFERRED TAX ASETS
Deferred Tax - Assets 646.31 -
- Liability (193.87) -
Net 452.44 -

SCHEDULE - 7A
CURRENT ASSETS, LOANS & ADVANCES
As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.
CURRENT ASSETS
Stock in Trade
(At Cost/Net Realisable Value whichever is lower)
Stores and Spare Parts 56.45 37.05
Loose Tools 27.75 0.60
Process Stock 452.09 270.55
Finished Stock - Manufactured 1704.57 782.84
- Purchased 5361.26 207.50
Raw Material & Components 341.74 139.47
Sub Total 7943.86 1438.01

Sundry Debtors - Unsecured


(Including Hire Purchase Debtors)

Over Six months - Good 312.72 124.82


- Doubtful 222.40 56.91
- Less Provision (222.40) (56.91)
Others - Good 9103.40 896.67
Sub Total 9416.12 1021.49

74
SCHEDULE - 7A (Contd.)
CURRENT ASSETS, LOANS & ADVANCES
As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.
Cash & Bank Balances
Cash in hand 16.38 7.62
Cheques - in hand 1170.73 11.98
- In Transit 9.48 26.68
With Scheduled Banks - Current Account 1644.81 109.89
Includes Rs. 146.73 Lacs pertaining to
Unclaimed Dividends
- Fixed Deposit1 607.21 428.59

With other than Scheduled Banks2


- Current Account 1.66 -
- Fixed Deposit 0.25 -
Sub Total 3450.52 584.76

OTHER CURRENT ASSETS


(At lower of book value and estimated realisable value)
Fixed Assets retired from active use held for disposal 3 3.02 3.02

Sub Total 3.02 3.02

LOANS & ADVANCES


(Unsecured, considered good unless otherwise stated)
Interest accrued but not due 22.40 -
Advances recoverable in cash or in kind
or for value to be received - Good 1139.68 584.59
- Doubtful 117.27 0.49
- Less Provision (117.27) (0.49)
Others Deposits - Good 383.89 74.48
- Doubtful 12.99 -
- Less Provision (12.99) -
Advance Tax (Net of Provision including
Provision for MAT u/s 115JB) 232.95 49.17
Cenvat Credit Receivable 113.61 61.48
Balances with Customs/ Excise Authorities 8.64 3.51
Sub Total 1901.17 773.23
Total 22714.69 3820.51
1
Includes Rs. 59.35 Lacs as liquid deposit under Rule-3A of The Companies (Acceptance of Deposits) rules, 1975
and Rs. 125.06 Lacs towards Margin Money and Rs. 400 lacs (Previous year Rs. 400 lacs) under ‘Lien’ being security
for bank overdraft facility.
2
Balance with Municipal Co-operative Bank Ltd., Mulund. Mumbai. Maximum Balance during the year Rs. 4.77 Lacs.
3
Fixed Assets retired from active use and awaiting disposal. The Management is of view that the estimated
realisation would be higher than the above amount.

75
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 8
INCOME
Current Year Previous Year
Lac/Rs. Lac/Rs.
A. SALES AND SERVICES
Sales1 71725.63 12639.46
Hire Purchase 38.01 -
Job Work Charges 192.06 25.19
Duty Draw Back /DEPB 180.73 44.83
Income - Schools 26.22 -
- After Sales & Services 22.86 -

72185.51 12709.48
B. OTHER INCOME
Dividend on Long Term Trade Investment 2 - 95.00
Income from use of Trade Marks2 - 584.27
Excess Provisions/Credits written back 311.58 109.86
Miscellaneous 182.56 19.84

494.14 808.97

1
Excludes Sales of Rs. 3157 Lacs (PY Nil) by the Principals against Orders booked by the Company.
2
Income from use of Trade Marks and Dividend on Investment in the current year is nil due to elimination of cross
transaction between the amalgamating and amalgamated Companies.

76
SCHEDULE - 9
EXPENDITURE
Current Year Previous Year
Lac/Rs. Lac/Rs.

A. COST OF TRADED GOODS SOLD


Opening Stock 5080.03 305.99
Add : Purchases 40130.35 3854.74
Less : Closing Stock (5361.26) (207.50)
Net Cost 39849.12 3953.23
B. MANUFACTURING AND OTHER EXPENSES
Raw Materials & Components Consumed :
CY PY
Opening Stock 314.08 203.90
Add : Purchases 6634.47 4862.29
Less : Closing Stock 341.74 139.47 6606.81 4926.72
( Increase) / Decrease in Process & Finished Stocks
CY PY
Opening Stock 2784.88 1253.40
Less : Closing Stock 2156.66 1053.38 628.22 200.02
Stores & Spares & Loose Tools 893.06 376.18
Excise Duty on (Decrease) / Increase Stock (10.58) (19.49)
Job Work Charges 560.63 316.84
Power & Fuel 216.36 78.54
Personnel
Salaries, Wages & Bonus 4240.71 346.15
Contribution to Provident & other Funds 474.46 48.95
Welfare Expenses 230.83 39.05
Administration
Rent (Net) 447.07 59.30
Rates & Taxes 87.37 42.78
Insurance 67.24 7.37
Repairs & Renewals - Buildings 35.33 7.26
- Machinery 74.32 19.07
- Others 168.04 6.72
Travelling 672.67 34.74
Bad Debts/Advances Written Off 22.58
Less: Provision for Doubtful Debts 18.54 4.04 -
Directors Fee 3.69 0.29
Commission to Directors 22.73 -
Auditors’ Remuneration - As Auditors 13.82 4.00
- As Tax Auditors 2.80 0.75
- Others Certification 1.42 1.13
(Profit)/Loss on Sale of Fixed Assets 10.01 (11.17)
(Profit)/Loss on Exchange Fluctuation 20.51 4.82
Others 2839.301 421.03
18310.86 6911.05
1
Includes expenses of Rs. 1019.55 Lacs of Management Consultants.

77
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 9 (Contd.)
EXPENDITURE
Current Year Previous year
Lac/Rs. Lac/Rs.
C. INTEREST (Net)
Interest paid on - Fixed Loans 74.22 -
- Banks 213.47 24.83
- Others 76.50 238.88

Discounting Charges 149.00 34.96


Total (X) 513.19 298.67

Interest income from customers etc. 288.57 -


(Income Tax Deducted at Source Rs. 49.83 Lacs
Previous year Rs. Nil)
Interest income on Deposits with Bank 57.39 58.16
(Income Tax Deducted at Source Rs. 11.54 Lacs
Previous year Rs. 11.34 Lacs)
Total (Y) 345.96 58.16

Interest-Net: (X-Y) 167.23 240.51

D. DEPRECIATION
Gross 635.41 96.37
Less : Transferred from Revaluation Reserve (10.40) (5.19)
625.01 91.18

E. PROVISION FOR TAXATION

Income Tax - Current year (Section 115JB of I.T.Act) 241.41 -


- Previous year (Net) 64.11 -
Deferred Tax (Net) (541.64) -
Fringe Benefit Tax - Current Year 89.95 6.72
- Previous Year 15.25 -

(130.92) 6.72

78
SCHEDULE - 10
ACCOUNTING POLICIES AND NOTES ON THE CONSOLIDATED ACCOUNTS
(i) BASIS OF CONSOLIDATION
a) The consolidated financial statements have been prepared in accordance with the
Accounting Standard – 21(AS-21) “Consolidated Financial Statements” issued by the Institute
of Chartered Accountants of India.
b) The subsidiary considered in the preparation of the consolidated financial statements is:

Name Percentage of voting power as


at March 31,2008
Avro Sales Pvt. Ltd. 100%

c) Last year figures are of The Jay Engineering Works Limited on standalone basis as
permitted under transitional provisions of AS 21 and therefore are not comparable.

(ii) PART - A SIGNIFICANT ACCOUNTING POLICIES


1) REVENUE RECOGNITION

a) Sales inclusive of Excise Duty but exclusive of VAT and Discounts are accounted for at the
time of handing over the goods to the customers /carting agents/transporters.
b) Purchases (net of Discounts) are booked on the receipt of the goods by the Company.
c) Other Revenues are recognized on accrual basis in accordance with AS-9.
2) FIXED ASSETS
Fixed Assets are stated at cost, except Land and Buildings which were revalued and are, therefore,
stated at the revalued book values. Cost includes interest on borrowing for creation of specific
assets, freight, duties, taxes and other incidental expenses up to the date of the commissioning
of the assets.
3) DEPRECIATION
a) Depreciation on Fixed Assets is provided on the original cost/revalued cost of the Asset at
written down value except Plant & Machinery on which depreciation is provided on Straight
Line Method, at the rates and in the manner prescribed in Schedule XIV of the Companies
Act, 1956.
b) Items of assets costing Rs. 5,000 or less are fully depreciated in the year of acquisition.
c) Revalued Fan Factory Buildings - WDV Rates computed by taking the residual revalue
and estimated residual life as certified by valuers.
d) Tools and Dies (Included - Costing upto Rs. 2 Lacs - 100% in the year of acquisition.
in Plant & Machinery) - Costing above Rs.2 Lacs - 1/3rd of the cost per annum
e) Difference between depreciation provided on the revalued Assets and depreciation on the
historical value thereof is transferred to revaluation reserve and is shown as reduction
from the calculated depreciation.

79
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)

4) INTANGIBLE ASSETS
Intellectual Property Rights have been depreciated @25% p.a. and cost of EDP Software Licences
@ 40% p.a. on WDV method.
5) INVENTORY VALUATION
The inventory of Finished Goods, Raw Materials & Components and Loose Tools are valued at
lower of cost or estimated realisable value. The basis of determining cost of various categories of
stocks are as follows :-
- Raw Materials and Components - Moving Weighted Average Rate (net of CENVAT & VAT)
- Processed Stocks - Direct material costs, direct wages and appropriate
overheads
- Finished Goods – Manufactured - Direct material costs, wages, appropriate overheads
and Excise Duty.
– Purchased - Weighted Moving Average Price (net of VAT)

6) FOREIGN EXCHANGE TRANSACTIONS


Transactions in foreign currency are accounted at the rate prevalent on the date of transactions.
Foreign Currency Current Assets / Current Liabilities are translated at the year end rates. The
amount of fluctuations whether gain or loss is disclosed in the Profit & Loss Account .
7) EMPLOYEE LONG TERM BENEFITS
Liability towards gratuity and leave encashment is determined based on the actuarial valuation
as on Balance Sheet date.
Gratuity, Provident Fund, Superannuation Fund & Employee State Insurance are accounted for
on the basis of the contribution made to the respective funds.
In case of subsidiary Company the provision for gratuity have been made on the assumption
that all employees will retire at the end of the financial year.
8) EXPORT BENEFITS
The value of the DEPB licenses against export entitlement are accounted for on accrual basis.
9) BORROWING COSTS
Cost of borrowing is charged to revenue except the borrowings used for creation of Fixed
Assets prior to capitalisation.
10) PROVISION FOR TAXATION
Provision for Current Tax and Fringe Benefit Tax have been made as per the provisions of
Income Tax Act 1961 and adjustment for Deferred Tax is made in accordance with Accounting
Standard-22.
11) WARRANTY PROVISIONS
Provisions for Warranty Costs have been made on estimated basis.
12) CONTINGENT LIABILITIES
Liabilities, though contingent, are provided for if there are reasonable prospects of such liabilities
maturing. Other contingent liabilities, barring frivolous claims, not acknowledged as debt, are
disclosed by way of note.

(ii) PART-B NOTES TO THE ACCOUNTS


B-1 NOTES CONCERNING AMALGAMATION
1.0 Scheme of Arrangement (“Scheme”) – The “Scheme” sanctioned by Hon’ble High Court of Delhi
is for the amalgamation of the Usha International Ltd. (UIL – Transferor Company No. 1) and
Shriram Fuel Injection Industries Ltd. (SFIIL– Transferor Company No. 2) with the Jay Engineering
Works Ltd. (JEW – Transferee Company)

80
SCHEDULE - 10 (Contd.)

The products manufactured by JEW as well as SFIIL are marketed mainly through UIL and thus
there is synergy of business interest between the three Companies. Accordingly, their businesses
are combined conveniently/ advantageously and would ensure for the benefit of the Share
holders, the employees and all the stakeholders of all the three Companies.
2.0 Salient features of the “Scheme” are :
2.1 The name of the Transferee Company “The Jay Engineering Works Limited” shall stand changed
to “Usha International Ltd.”
2.2 The Scheme would be operative from the Appointed Date, i.e. 01.04.07 and would be effective
from the date on which copies of the order of Hon’ble High Court of Delhi sanctioning the
Scheme has been filed with the Registrar of Companies, NCT of Delhi and Haryana.
2.3 Authorised Share Capital of the Transferee Company would be sum total of the Authorised
Share Capital of all the three Companies.
2.4 Based on the business valuation of JEW, UIL and SFIIL, Equity Shareholder’s of UIL would get 44
Equity Shares for every 1 Equity Share held in UIL and Equity Shareholder’s of SFIIL would get
31 Equity Shares for every 10 Equity Shares held in SFIIL of the Transferee Company after
canceling the crossholdings.
Accordingly, Equity Share Capital of the Transferee Company would become Rs. 110,74,31,930
comprising of 11,07,43,193 Equity Shares.
The “Scheme” provides for the reduction in the issued and paid up Equity Share Capital by
canceling of 9,96,68,873 Equity Shares of Rs. 10/- each and the amount of Rs. 99,66,88,730 would
be credited to General Reserves and will not be paid to the Shareholders. Accordingly, Equity
Shares would be allotted to the Shareholders of all the three Companies as on the Record Date
as under:-
- 44 New Equity Shares of Rs 10/- each fully paid –up of Transferee Company for every 10
Equity Shares of Rs 10/- each fully paid-up held in Transferor Company No.1, i.e. UIL.
- 31 New Equity Shares of Rs 10/- each fully paid –up of Transferee Company for every 100
Equity Shares of Rs 10/- each fully paid-up held in Transferor Company No.2, i.e SFIIL.
- 1 New Equity Share of Rs 10/- fully paid –up of Transferee Company for every 10 Equity
Shares of Rs 10/- each fully paid-up held in Transferee Company, i.e. JEW.
New Equity Shares allotted after cancellation of cross holdings of each Company are as under:-
- Erstwhile Usha International Limited (Transferor Company No 1) : 100%
- Erstwhile Shriram Fuel Injection Industries Limited (Transferor Company No 2) : 34.16%
- Erstwhile The Jay Engineering Works Limited (Transferee Company) : 10.61%
2.5 The incidence of adopting uniform Accounting Policies, if any, would be quantified and adjusted
in the Revenue Reserves.
2.6 All Assets, Liabilities, Rights and Obligations of Transferor Companies No. 1 and 2 would vest
with the Transferee Company at Book Value as on the Appointed Date, i.e. 1.4.2007.
3.0 The Scheme of amalgamation has been sanctioned by Hon’ able High Court of Delhi vide its
Order dated 26.5.2008.The scheme became effective on 2.6.2008, the Appointed Date of the
Scheme being 1st April 2007.
The Name of The Jay Engineering Works Ltd. has been changed to Usha International Ltd and
New Equity Shares have been allotted to the Shareholders on 25.06.2008.
3.1 The accounts of the Company have been prepared following the principles and procedures of
the “Pooling of Interest Method of Accounting for Amalgamation” as per Accounting
Standard - 14.

81
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)

3.2 The difference of Rs. 10353.44 lacs between the Equity Share Capital allotted to the Shareholders
of both the Transferor Companies after cancellation of cross holdings and their Equity Share
Capital prior to Amalgamation has been adjusted in General Reserve.
B-2 OTHER NOTES
4.0 Disclosures regarding ‘Employee Benefits’, has given below relates to Usha International Limited
only. As Accounting Standard 15 is not applicable to subsidiary Company hence no disclosure
has been made.
DEFINED CONTRIBUTION PLAN
Contributions to Defined Contribution Plan, recognized as expense under the head Contribution
to Provident & other funds for the year are as under:-

Employers Contribution (Lac/Rs.)


- Provident Fund 206.34
- Superannuation Fund 60.69
- E.S.I 47.17

The Company’s Provident Fund Trusts, namely Usha Sales Provident Fund Trust, The Jay
Engineering Officers Provident Fund Trust & Hyderabad Engineering Industries Provident Fund
Trust are exempted under Section 17 of Employee’s Provident Fund Act 1952. Conditions to
grant exemptions stipulates that the employer shall make good deficiency, if any, in the interest
rate declared by the trust vis-a-vis statutory rate.
DEFINED BENEFIT PLAN
The Employee’s Gratuity Fund Scheme partly managed by a Trust is a Defined Benefit Plan. The
present value of obligation is determined based on actuarial valuation using the projected unit
credit method (P.U.C.) as defined in the Accounting Standard – 15.
Leave encashment is also a Defined Benefit Plan but it is not funded. Provision of the liability
has been made on actuarial valuation using the P.U.C method .
I. Reconciliation of Opening & Closing Balances of Defined Benefit Obligation

Particulars Gratuity Leave


Encashment
Funded Unfunded Total Unfunded
(Lac/Rs.) (Lac/Rs.) (Lac/Rs.) (Lac/Rs.)
- Defined Benefit Obligation at beginning
of the year - 129.32 129.32 26.47
- On Amalgamation 462.64 314.16 776.80 62.25
- Current Service Cost 48.79 22.86 71.65 24.98
- Interest Cost 34.70 35.48 70.18 7.10
- Actuarial Gain/(Loss) (57.47) (27.73) (85.20) (20.52)
- Benefits Paid 51.45 93.96 145.41 22.25
- Settlement Cost Nil Nil Nil Nil
- Defined Benefit Obligation at the year end
(Present value of obligation) 552.14 * 468.81 1020.95 135.79

* Provision made in the Balanace Sheet is Rs. 456.21 Lacs against the actuarial valuation of
Rs. 468.81 Lacs. Reconciliation of the differential amount is as under:-

82
SCHEDULE - 10 (Contd.)
(Lac/Rs.)
Unfunded Liability as per valuation report - 468.81
Add: Employee retired and additional Gratuity Liability over & above 7.18
Rs. 3.50 Lacs paid by the Company.
Total 475.99
Less: Fair Value of Planned Assets with LIC 19.78
Net Unfunded Liability provided in Balance Sheet 456.21
II. Reconciliation of Opening & Closing Balances of fair value of Plan Assets.

Particulars Gratuity
Funded Unfunded Total
(Lac/Rs.) (Lac/Rs.) (Lac/Rs.)
As at As at As at
31.03.08 31.03.08 31.03.08

Fair value of Plan Assets at beginning of the year Nil Nil Nil

On Amalgamation 519.76 14.79 534.55

Expected return on Plan Assets 46.59 Nil 46.59

Actuarial Gain/(Loss) Nil (1.18) (1.18)

Employer’s Contribution 105.79 62.65 168.44

Benefits Paid 51.45 57.66 109.11

Settlement Cost Nil Nil Nil

Fair value of Plan Assets at the year end 620.68 19.78 640.46

Actual return on plan assets 46.59 Nil 46.59

III. Reconciliation of fair value of assets and obligation


Particulars Gratuity Leave
Encashment

Funded Unfunded Total Unfunded


(Lac/Rs.) (Lac/Rs.) (Lac/Rs.) (Lac/Rs.)

Fair value of Plan Assets 620.68 Nil 620.68 Nil

Present value of obligation 552.14 468.81 1020.95 135.79

Amount recognized in the Balance Sheet Nil 456.21 456.21 135.79

83
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)

IV. Expenses recognized during the year under the head Contribution to Provident & other funds
Particulars Gratuity Leave
Encashment
Funded Unfunded Total Unfunded
(Lac/Rs.) (Lac/Rs.) (Lac/Rs.) (Lac/Rs.)
Current Service Cost 48.79 22.86 71.65 24.98
Interest Cost 34.70 35.48 70.18 7.10
Expected return on Plan Assets 46.59 Nil 46.59 Nil
Actuarial Gain/(Loss) (57.47) (27.73) (85.20) (20.52)
Net Cost 94.37 86.37 180.74 52.61

V. Investment Details
Particulars Gratuity (Funded)
Insurance policies 100% with LIC

VI. Actuarial assumptions


Particulars Gratuity Leave
Encashment
Funded Unfunded Unfunded
As at As at As at
31.03.08 31.03.08 31.03.08
Mortality Table (L.I.C.) 1994-96 1994-96 1994-96
(duly modified) (duly modified) (duly modified)
Discount rate 8% 8% 8%
Future salary increase 10% 5.50% 5.50%

5.0 Related Party Disclosures


Information relating to related party transactions as per Accounting Standard 18 issued by The
Institute of Chartered Accountants of India is given below: -
A. List of the related parties Relationship
MSR Enterprises Pvt. Ltd. Promoters
Perennial Investment Pvt. Ltd. Promoters
Green Field Commercial Pvt Ltd. Promoters
Siel Holding Ltd. Promoters
Mr Sunil Wadhwa Key Management Personnel of erstwhile Usha
Ms Chhaya Shriram } International Ltd.
Mr Ravi Raju Key Management Personnel of erstwhile
Shriram Fuel Injection Industries Ltd.
Ms Sonali Wadhwa Relative of Key Management Personnel

84
SCHEDULE - 10 (Contd.)
B. Details of Related Party Transactions

Current Year Previous Year


Lac/Rs Lac/Rs
Remuneration to Key Management personnel 234.08 -
Rent paid to Relative of Key Management Personnel 4.20 -
Sale of Investment to M/s Perennial Investment Pvt. Ltd
and M/s Green Field Commercial Pvt Ltd 700.00 -

6.0 Earnings Per Share

Particulars Units Current Year Previous Year

a) Profit/(Loss) after Tax Lac/Rs. 2193.52 116.53

b) Less : Preference Dividend (inclusive of tax thereon) “ 81.90 81.90

c) Profit/(Loss) attributable to Equity Shareholders “ 2111.62 34.63

d) Weighted average number of Equity Shares of Rs. 10


each outstanding during the year used in computing
basic earnings per Equity Share Nos 1,10,74,319 1,51,45,902

e) Effect of potential Equity Shares for Redeemable


Cumulative Preference Shares of Rs. 100 each
optionally convertible to Equity Shares including
arrears of dividend. “ 1,34,45,800 2,60,45,800

f) Weighted average number of Equity Shares of Rs. 10


each used in computing diluted earnings per
equity share “ 2,45,20,119 4,11,91,702

g) Earning per share

- Basic [( c ) / (d)] Rs 19.07 0.23

- Diluted [ ( a ) / (f )] Rs 8.95 0.28

7.0 Provision for Income Tax


The amalgamated company Usha International Limited (Formerly known as The Jay Engineering
Works Limited) intends to file its Income Tax Return based on amalgamated accounts. Accordingly
in view of the carry forward losses (including unabsorbed depreciation) the Company is liable
to tax under section 115JB of the Income Tax Act, 1961.
8.0 Deferred Tax Assets/Liabilities
Deferred Tax Assets (net) amounting to Rs. 452.44 Lacs has been computed on the date of
Balance Sheet subsequent to amalgamation and includes Rs. 241.41 Lacs (MAT) as per Section
115 JB of the Income Tax Act 1961.

85
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)

9.0 The management is of the opinion that there is no impairment of Assets as contemplated in
Accounting Standard-28. Fixed Assets retired from active use and awaiting disposal – Rs. 3.02
lacs (PY Rs. 3.02 lacs). The Company is of the view that the realization against these Assets would
be higher than the above amount.
10.0 Warranty Provisions
Warranty Provisions have been made on estimated basis considering the defect rate and
replacements made during the year. Summary Position is as under:
Year ended Year ended
March’08 March’07
Lac/Rs. Lac/Rs.
Opening Balance 155.80 90.12
Add : Provisions for the year 104.87 55.27
Less: Amounts used during the year 48.90 46.76
Provisions at the end of the year 211.77 98.63

11.0 Contingent Liabilities – not provided for :


Year ended Year ended
March’08 March’07
Lac/Rs. Lac/Rs.
a) Claims not acknowledged as debts
- Sales Tax/Entry Tax demands under appeal 261.77 292.87
- Income Tax demand under appeal 925.47 7.93
- Excise Duty demand under appeal(excluding 101.67 188.39
amounts involved in show cause notices and those
matters in respect of which favourable decisions are
available at other units.)
- Awards in labour cases under appeal 8.29 -
- V.R.S. Compensation* 16.55 20.52
- Others 64.53 15.04
*11 workers at Calcutta unit are yet to take their voluntary retirement compensation
All the above matters are subject to legal proceedings in the ordinary course of
business.
The legal proceedings, when ultimately concluded, will, in the opinion of management,
not have material effect on the results of operation or financial position of the
Company.
b) Bill of Exchange / Cheques Discounted 325.01 334.37
c) Arrears of Dividend on 700000 10% Redeemable 714.58 644.58
Cumulative Optionally Convertible Preference Shares
of Rs.100 each for the Financial years1997-98 to 2007-08

86
SCHEDULE - 10 (Contd.)
Year ended Year ended
March’08 March’07
Lac/Rs. Lac/Rs.
12.0 Capital Commitment (Not Provided for) 53.33 20.30
13.0 Manufacturing & Other Expenses (Schedule 9 B) includes Research and Development
expenses as under :
Current Year Previous Year
Lacs/Rs. Lacs/Rs
Stores and Spares 0.82 0.99
Salaries and Wages, etc. 17.70 19.98
Other Expenses 22.21 41.99
40.73 62.96

14.0 Segment Reporting


A. Business Segment

Particulars Current Year Previous Year


Lac/Rs. Lac/Rs.
I. Revenue (Net Sales/Agency Commission)
Segment - Consumer Durables 55,111.47 11,576.24
- Engines, Pumpsets & Motors 9,570.84 -
- Auto Products 5,974.76 -
- Others 68.25 -

Total 70,725.32 11,576.24

II. Results (Profit(+) / Loss(-) before Unallocable


Expenditure/ Depreciation,Interest & Tax
Segment - Consumer Durables 4,957.26 363.76
- Engines, Pumpsets & Motors 671.34 -
- Auto Products 691.87 -
- Others (14.67) -

Total 6,305.80 363.76

III. Less : - Unallocable - Interest 167.23 240.51


- Expenditure/Depreciation 4,075.97 -
(net of unallocable income)

IV. Profit Before Tax 2,062.60 123.25

V. Capital Employed
Segment - Consumer Durables 8,073.03 283.54
- Engines, Pumpsets & Motors 118.10 -
- Auto Products 1,804.18 -
- Others 93.67 -

Total 10,088.98 283.54

87
Consolidated
Financials
USHA INTERNATIONAL LTD.
Annual Report 2007 - 2008

SCHEDULE - 10 (Contd.)

Segment Reporting (Contd.)

Particulars Current Year Previous Year


Lac/Rs. Lac/Rs.

Depreciation*
Segment - Consumer Durables 173.71 91.18
- Engines, Pumpsets & Motors 17.20 -
- Auto Products 137.78 -
- Others 3.57 -

Total 332.26 91.18

Non Cash Expenses other than Depreciation*


Segment - Consumer Durables 73.10 76.81
- Engines, Pumpsets & Motors (2.34) -
- Auto Products 6.72 -
- Others (0.06) -

Total 77.42 76.81

* Included in Segmentwise results.

B. Geographical Segment
Company has no operation outside India and hence secondary segment namely Geographical
Segment is not applicable.
15.0 Balance with certain suppliers await reconciliation and confirmation.

16.0 Previous Year Figures have been reworked,regrouped,rearranged and reclassified whereever
necessary.
Signature to Schedules 1 to 10 forming part of the Balance Sheet and Profit & Loss Account.

As per our report of even date attached. A.K. Chowdhury Siddharth Shriram
For THAKUR, VAIDYANATH AIYAR & CO. A.K. Jain Chairman
Chartered Accountants N.K. Goila
V. Rajaraman P.K. Bhalla
Partner Vinod K. Wazir Chhaya Shriram
M.No.2705 Directors Whole Time Director

New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa


August 14, 2008 Company Secretary Chief Financial Officer Managing Director

88
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED
31ST MARCH, 2008
Particulars 2007-2008 2006-2007
Lac/ Rs. Lac/Rs.
A. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT BEFORE TAX & EXTRAORDINARY ITEMS 2,062.60 123.25
Adjustments for :
Depreciation (Schedule 9D) 625.01 91.18
Deferred Revenue Expenditure written off - 76.81
Profit/Loss on sale of Fixed Assets 10.01 (11.17)
Interest Expenses 167.23 240.51
Dividend on Investment - 802.25 (95.00) 302.33
OPERATING PROFIT BEFORE WORKING 2,864.85 425.58
CAPITAL CHANGES
Adjustments for :
Trade and other Receivables (9,338.79) (318.71)
Inventories (Schedule 7A) (6,505.85) 354.81
Trade Payables 10,589.80 (524.84)
CASH GENERATED FROM OPERATIONS (2,389.99) (63.16)
Direct Taxes Paid (400.10) (56.90)
Fringe Benefit Tax Paid (105.20) (6.72)
CASH IN FLOW BEFORE EXTRAORDINARY ITEMS (2,895.29) (126.78)
NET CASH GENERATED FROM OPERATING ACTIVITIES (2,895.29) (126.78)
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (Schedule 5) (713.80) (154.14)
Sale of Fixed Assets (Schedule 5) 95.82 22.04
Loan to Subsidiary Company received back - 460.00
Deferred Revenue Expenditure incurred - (12.32)
Dividend on Investment - 95.00
NET CASH GENERATED IN INVESTING ACTIVITIES (617.98) 410.58
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Borrowings (Schedule 3) 3,298.48 (70.51)
Interest Paid (167.23) (240.51)
Promoters contribution for Redemption of RCPS - 7.13
NET CASH USED IN FINANCING ACTIVITIES 3,131.25 (303.89)
NET INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS (A+B+C) (382.02) (20.09)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 584.76 604.85
Less: On Amalgamation (3,247.78)
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 3,450.52 584.76
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (382.02) (20.09)

A.K. Chowdhury Siddharth Shriram


A.K. Jain Chairman
N.K. Goila
P.K. Bhalla Chhaya Shriram
Vinod K. Wazir Whole Time Director
Directors
New Delhi Pratibha Aggarwal Vinod Mahajan Sunil Wadhwa
August 14, 2008 Company Secretary Chief Financial Officer Managing Director

AUDITORS’ CERTIFICATE
We have examined the attached consolidated Cash Flow Statement of M/s. Usha International Limited for the year ended 31st March,2008.
The Statement has been prepared by the Company in accordance with the requirements of Clause 32 of listing agreement with the
Stock Exchange and is based on and in agreement with the corresponding Balance Sheet of the Company.

For Thakur, Vaidyanath Aiyar & Co.


Chartered Accountants

V. Rajaraman
New Delhi Partner
August 14, 2008 M. No. 2705

89
Financials
AVRO SALES PRIVATE LTD.
Annual Report 2007 - 2008 AVRO SALES PRIVATE LTD.
DIRECTOR’S REPORT
The Directors present their 23rd Annual Report along with audited accounts of the Company for the
year ended on March 31, 2008.
The Turnover of the Company was Rs. 1.75 Lacs.
The Directors place on record the loss for the year Rs. 3.99 Lacs (last year loss Rs. 2.58 Lacs)
Provisions relating to the particulars of personnel required to be furnished under Section 217(2A)
of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, and 1975
are not applicable.
The Annual Accounts and the related details will be made available on request. The Annual Accounts
are also available for inspection at the Registered / Head Office of the Company.
In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors
state that:
(i) in the preparation of the annual accounts, the applicable Accounting Standards have been
followed;
(ii) the accounting policies selected and applied are consistent and the judgments and estimates
made are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period;
(iii) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 for safeguarding the
Assets of the Company and for preventing & detecting frauds and other irregularities;
(iv) The annual accounts have been prepared on a going concern basis.

The observations of the Auditors are self-explanatory and/or suitably explained in various notes to
the Accounts.

On behalf of the Board

August 11, 2008 (SUNIL WADHWA)


CHAIRMAN

FORM-B

- The company is a trading Company therefore; particulars with respect to R& D Technology
absorption and adaptation are not available/required to be given.

90
AUDITORS’ REPORT

We have audited the attached balance sheet of Avro Sales Private Limited as at 31st March, 2008 and
the profit & loss account for the year ended on that date annexed thereto. These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supperting the amounts and desclosures 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 presentation of financial statements. We believe that our audit
provides a reasonable basis for our opinion.
Since paid-up capital and reserves of the company are below Rs. 50.00 lacs there were no loans
outstanding in excess of Rs. 25.00 lacs from any bank or financial institutions and the turnover did not
exceed Rs. 5.00 crores, the Companies (Auditors Report) order, 2003 (CARO) is not applicable to the
company and has therefore not been commented upon.
Further we report that :-
(a) We have obtained all the information and explanations, which to the best of our knowledge
and belief, were necessary for the purpose of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the company so
far as appears from our examination of the books.
(c) The company’s Balance Sheet and Profit & Loss account dealt with by this report are in agreement
with the books of account.
(d) In our opinion the Profit & Loss account and Balance Sheet of the Company comply with
accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.
(e) Based on the representations made by all the Directors of the Company and the information
and explanation duly certified given to us by the Company none of the Directors of the Company
has prima facie any disqualification as referred to in clause (g) of sub-section (1) to section 274
of the Companies Act, 1956.
(f) In our opinion and to the best of our information and according to the explanations given to us,
the said accounts read with the notes to the accounts and Statement of Accounting Policies
appended thereto, give the information required by the Companies Act, 1956, in the manner so
required and give a true and fair view:
(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March,
2008; and
(ii) In the case of the Profit & Loss account of the Company of the loss for the year ending on
that date.

For V. Sahai & Co..


Chartered Accountants

New Delhi (Mahesh Sahai)


August 11, 2008 Partner
M. No. 6730

91
Financials
AVRO SALES PRIVATE LTD.
Annual Report 2007 - 2008

BALANCE SHEET
As at March 31, 2008

Schedule AS AT AS AT
31.3.2008 31.3.2007
Rs. Rs.
LIABILITIES

Share Capital 1 966700 966700

Reserves and Surplus 2 958021 1357735

Current Liabilities and Provisions 3 271045 423595

TOTAL 2195766 2748030

ASSETS

Investments 4 61150 61150

Fixed Assets 5 43999 191971

Current Assets, Loans and Advances 6 2090617 2494909

TOTAL 2195766 2748030

Significant accounting Policies & Notes to Accounts 10

Schedules 1 to 6 & 10 annexed form part of this Balance Sheet.


In terms of our seperate report of even date.

For V. SAHAI & CO.


Chartered Accountants
Mahesh Sahai
Partner
M.No. 6730

Raj Goel
New Delhi S.S. Singhal Sunil Wadhwa
August 11, 2008 Directors Chairman

92
PROFIT AND LOSS ACCOUNT
For the year ended 31st March, 2008

Schedule Current Year Previous Year

Rs. Rs.
INCOME
Sales 174984 6283963
Commission Received 7171 225092
Other Income 7 27101 985904
Closing Stocks 112630 164776

TOTAL - (A) 321886 7659735

EXPENDITURE
Opening Stock 164776 913751
Purchases 145166 4893561
Administrative & Other Expenses 8 382410 1955978
Interest Paid 9 1703 22570
Total (B) 694055 7785860

Gross Loss before Depreciation/Tax C=(A-B) -372169 -126125


Depreciation 24685 61718
Loss for the year before Taxation -396854 -187843
Less : Provision for Taxation - -
Less : Provision for FBT 2860 23060
Less : Deferred Tax adjustment - 46793
Net Loss after Tax -399714 -257696
Add : Balance b/f from last year -123680 134016
Balance carried to Balance sheet -523394 -123680

Schedules 7, 8, 9 and 10 annexed form part of this Profit & Loss Account.
In terms of our seperate report of even date.

For V. SAHAI & CO.


Chartered Accountants
Mahesh Sahai
Partner
M.No. 6730

Raj Goel
New Delhi S.S. Singhal Sunil Wadhwa
August 11, 2008 Directors Chairman

93
Financials
AVRO SALES PRIVATE LTD.
Annual Report 2007 - 2008

SCHEDULE 1
SHARE CAPITAL
As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.
AUTHORISED CAPITAL
Equity Shares - 10000 Shares of Rs.100 each 1000000 1000000

TOTAL 1000000 1000000

ISSUED, SUBSCRIBED & PAID UP


Equity Shares - 9667 shares of Rs. 100 each fully paid up 966700 966700

TOTAL 966700 966700

SCHEDULE 2
RESERVES AND SURPLUSES

As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.
General reserves 1348527 1348527
Share Premium 132888 132888
Profit & Loss A/C -523394 -123680

TOTAL 958021 1357735

94
SCHEDULE 3
CURRENT LIABILITIES AND PROVISIONS

As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.
CURRENT LIABILITIES
Sundry Creditors 113062 93458
Others 16512 158527
Other Provisions
- Provision for Gratuity 93411 103350
- Provision for leave encashment 45200 45200
- Provision for FBT 2860 23060
TOTAL 271045 423595

SCHEDULE 4
INVESTMENTS

As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.
Investment in Shares
Non Trade (at cost)
QUOTED :
- 540 (540) Fully paid up Equity Shares in Siel Ltd. @ 26/- - 14278
Market Value-Rs.14175/-(31698/-)
- 2025 (2025) Fully paid up Equity Shares in - 46872
Mawana Sugar Ltd. @ 26/-
Market Value-Rs.75430/-(253935)
- 1192 fully paid equity shares in Mawana 61150 -
Sugar Ltd @ Rs 10/- issued in lieu of
1 share for every 3 shares of Siel Ltd
1 share for every 2 shares of Mawana Ltd
Market Value Rs.37310/- (N.A.)
TOTAL 61150 61150

95
Financials
AVRO SALES PRIVATE LTD.
Annual Report 2007 - 2008

SCHEDULE 5
FIXED ASSETS
BOOK VALUE DEPRECIATION NET BOOK
VALUE
Description As At Additions (T.Y.) As At Up To Deduc- For the Up To As At As At
31.3.07 Below Addition Deduc- 31.3.08 31.3.07 tion Year 31.3.08 31.3.08 31.3.07
Rs. 5000 tions on sale 2007-08
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

Furniture 239048 - - 239048 - 187166 196557 9391 - - 51882

Office
Equipment 329349 - - 186159 143190 212035 122074 11618 101579 41611 117314

Gensets -
13.91% 37200 - - 37200 - 24639 25367 728 - - 12561

Computers-
40% 279078 - - 164878 114200 268864 160000 2948 111812 2388 10214

TOTAL 884675 - - 627285 257390 692704 503998 24685 213391 43999 191971

Previous Year 1814650 93105.00 1023080 884675 1489179 858193 61718 692704 191971 325471

SCHEDULE 6
CURRENT ASSETS, LOANS AND ADVANCES
As at As at
31.3.2008 31.3.2007
Lac/Rs. Lac/Rs.
CURRENT ASSETS
Stock in Trade - Finished goods 112630 164776
Sundry Debtors-(Unsecured, considered good)
Due for more than six months 1093355 899834
Due for Less than six months - 625318
Cash & Bank Balances :
Cash balance in hand 2493 19140
With scheduled banks - Current A/c’s 294604 158251
LOANS AND ADVANCES
(Unsecured, considered good)
Advances recoverable in cash or in kind
or for value to be received. 29485 35822
Income Tax 358891 358393
Advance - FBT - 16216
Security Deposits 199159 217159
TOTAL 2090617 2494909
NOTES : Stocks are as certified by the Management.

96
SCHEDULE 7
OTHER INCOME

Current Year Previous Year


Lac/Rs. Lac/Rs.

Dividend Received - 2085


Discount Received 500 376
Interest received - 35329
Annual Receipts (Maint.) - 756321
Excess Provision written back 16726 6820
Repairs/Installation Income 6342 77107
Profit on sale of Fixed Assets 3533 30251
Others - 77615
TOTAL 27101 985904

NOTE : Tax deducted at source


Commissions - 22152
Miscellaneous Receipts - 42123

SCHEDULE 8
EXPENDITURE
Current Year Previous Year
Lac/Rs. Lac/Rs.

ADMINISTRATIVE & OTHER EXPENSES


- Salaries, Bonus,Leave & Gratuity 92370 387613
- Director’s Remuneration - 129515
- Provident and Other Funds 13971 39735
- Provident and Other Funds - Director - 21400
- Insurance - 8463
- Payment to Auditors - Audit Fees 7000 8285
- Tax Audit Fees - 3500
- Excess Provision Written off 4884 343118
- Staff Welfare 1594 3948
- Rent 25000 192300
- Freight & cartage 17497 74747
- Telephone Expenses 16506 91159
- Vehicle Running & Maintenance - 93109
- Legal & Professional Charges 91600 58906
- Service expenses 33087 146091
- Conveyance 25306 48600
- Office expenses 35335 96964
- Other Expenses 18260 208525
TOTAL 382410 1955978

97
Financials
AVRO SALES PRIVATE LTD.
Annual Report 2007 - 2008

SCHEDULE 9
INTEREST PAID

Current Year Previous Year


Lac/Rs. Lac/Rs.

INTEREST PAID/FINANCING EXPENSES


To Banks
- On unsecured Loan - 17774
- Others 1703 4796
TOTAL 1703 22570

SCHEDULE 10
ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
ACCOUNTING POLICIES
The accounts have been prepared on historical costs.
1. Fixed Assets:
Fixed assets are shown at cost less depreciation. Cost of comprises purchase price and other
directly allocable expenses.
2. Depreciation:
(a) The company follows the written down value method of depreciation on all its fixed
assets.
(b) The rates specified in Schedule XIV to the Companies Act, 1956 have been adopted.
(c) Depreciation has been calculated on a pro-rata basis from the month of acquisition/
installation of the assets.
(d) Depreciation is calculated upto the date of sale of fixed assets and any profit/loss there
of is shown separately.
3. Investments:
Investments meant to be held for long term period are shown at cost.
4. Inventories:
Inventories are valued at lower of cost and net realizable value. Cost is arrived at by adopting
FIFO method, in case of finished goods.
5. Revenue Recognition:
The accounts are prepared under the historical cost convention and on the basis of going
concern. Expenses are accounted for on accrual basis. Income from annual contracts is
accounted for on the basis of the period to which it relates.

For V. SAHAI & CO.


Chartered Accountants
Mahesh Sahai
Partner
M.No. 6730

Raj Goel
New Delhi S.S. Singhal Sunil Wadhwa
August 11, 2008 Directors Chairman

98
NOTES TO ACCOUNTS
1. Deferred tax assets Rs. 93452 have not been recognised and carried forward since there is no
reasonable certainity that sufficient future taxable income will be available against which such
Deferred tax assets can be realised.
2. Till the end of last year the company was computing liablities on account of Gratuity and leave
salary as per acturial valuation. However, since only a limited number of employees remain, the
said liability at the end of current year has been computed on the assumption that each
employee makes a claim at the end of the year.
3. Balances recoverable /payable on account of debtors (Rs 1093355), Advances (Rs29485) and
amounts payable (Rs113062)have been shown as good for recovery/payment and have been
incorporated on the basis of their book balances even though no independentconfirmation is
has been received because in the opinion of management they have a value on realisation /
payment to the extent settled in the books of accounts.
4. The figures of the previous year are in brackets and have been regrouped in order to make
them comparable with those of current year
5. Contingent Liabilities
- Liability on account of dispute with four workers on the payment of their wages is
estimated at Rs 50000.00 which has not been provided for which company is contigently
liable
6. Related Party disclosure
a) Related Parties
- Holding Company - Usha International Ltd
- Director - Mr Raj Goel
7. The Company is a trading Company and ceased to conduct trading activities in the sale /
purchase of generators, inverters, batteries and airconditioners since July 2007 because trade in
these items was not profitable. Though fixed assats have been substantially disposed off and
currently no staff is employed by the company, Directors are reviewing the possibilities of
resuming business activities in a new range of home appliances and consequently since the
Directos intend to continue business activities in the future, the company has been treated as
a going concern.
8. Additional Information persuant to clause 3 to 40 of Part II of the companies Act 1956 to the
extent possible.
a) Purchase /Sales/stock in trade
Product Opening Stock Purchases Sales Closing Stock
1.4.07 Y.E. 31.3.08 Y.E.31.3.08 31.3.08
Qty Value Qty Value Qty Value Qty Value
(Nos) (Rs) (Nos) (Rs) (Nos) (Rs) (Nos) (Rs)
1. Generators 1 10000 1 100
1 46863 36 1614351 36 1770830 1 10000
2. Invertors/Batteries 5 20349 3 4711 8 6854
16 61724 158 685166 169 765204 5 20349
3. Air-conditioners 1 15000 1 100
18 489822 85 1780939 102 2456933 1 15000
4. Miscellaneous 119126 140455 167930 112630
315342 808694 1358585 119427
Total - This Year 164475 145166 174984 112630
- Last Year 913751 4889150 6351552 164776

For V. SAHAI & CO.


Chartered Accountants
Mahesh Sahai
Partner
M.No. 6730 Raj Goel
New Delhi S.S. Singhal Sunil Wadhwa
August 11, 2008 Directors Chairman
99
Notes