AFFLUENCE

BOARD’S REPORT

Your Directors have pleasure in presenting their Thirtieth Annual Report and the Audited Statement of Account for the Year ended 31st March, 2015 together with the Independent Auditors' Report.

An Interim Dividend of Rs. 0.45/- per Share of Rs. 1/- each (45%) was declared and paid during the year under report. In view of the satisfactory financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Rs. 0.50 per Share of Rs. 1/- each (50%). The total outgo, considering the interim dividend including taxation, stands at Rs. 1350.44 Lacs as against Rs. 1333.96 Lacs during the last year.

RESERVES:

The Company proposes to transfer Rs. 2,800 Lacs to the General Reserve.

SHARE CAPITAL:

The Company has increased its Authorised Share Capital from Rs. 125,000,000 (Rupees Twelve Crores Fifty Lacs only) divided into 125,000,000 (Twelve Crores Fifty Lacs) Equity Shares of Rs. 1/- (Rupee One only) each to Rs. 150,000,000 (Rupees Fifteen Crores only) divided into 150,000,000 (Fifteen Crores) Equity Shares of Rs. 1/- (Rupee One only) each by passing resolution through Postal Ballot by the Members of the Company during the year under report.

During the year under review the Company has not issued shares with/without differential voting rights nor granted stock options nor sweat Equity Shares.

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

OPERATIONS -MANAGEMENT DISCUSSION AND  ANALYSIS:

Indian automotive industry grew at 8.30 % as against 4.00 % of the previous year, showing continued sluggishness. After years of coalition governments, a government with absolute majority was formed at the centre. This has lead to the belief that a stable and forward looking changes in the Indian economic landscape will be in place for the next 5 years.

Your Company recorded an income of Rs. 58,063 Lacs during the year 2014-15 as against Rs. 53,593 Lacs during the year 2013­14, recording a growth of 8.34%. The Profit after tax was Rs. 4,461 Lacs during the year 2014-15 as against the Profit after tax of Rs. 4,765 Lacs during the year 2013-14. The consolidated group income was Rs. 67,181 Lacs for the year 2014-15 against Rs. 60,073 Lacs for the year 2013-14, recording a growth of 11.83 %. The consolidated Profit after tax was Rs. 5,029 Lacs during the year 2014-15 as against Rs. 5,080 Lacs during the year 2013-14. You will note that, your Company's revenue growth is ahead of Industry growth, as in the past. However, due to inflationary pressures, restructuring costs, cross currency effects, changes in the depreciation requirement etc., had certain impacts on the profitability of your Company, when compared to previous year. Your Company's overall performance has been satisfactory, despite difficult market conditions.

During the year, your Company has acquired, on a slump sale basis, the cable division of Pricol Limited. This has been now fully integrated with your Company's operations. Your Company's capacity expansion plan from 150 million to 225 million cables per year, is progressing smoothly and is expected to be complete by March 2016. The building construction at Pathredi was completed. Construction is in advanced stage for the plant in Vallam Vadagal area, Chennai. Groundbreaking for the new plant at Charal Industrial Estate, Sanand, Gujarat took place in January, 2015.

CURRENT YEAR:

The Indian GDP grew at 7.4% in 2014-15. The raging inflation was reined in, interest rates started coming down along with global oil and other commodity prices. There has been continued sluggishness in the Indian economy and the automotive industry is expected to grow only in single digit during the current year as well. If the new Government pushes through various transformational legislations including GST and land reforms, and if the monsoon is normal, it is hoped that during the second half of this year, a revival can be expected in the Indian automotive industry.

The downward trend noticed in the aftermarket during the second half of last year has continued in this year. Non-automotive export business is also facing certain sectoral pressures. Automotive business, both local and exports is expected to be steady. Your Directors believe that overall prospects for the year appears to be satisfactory.

ACQUISITION OF PHOENIX LAMPS LIMITED

Your Company has been assessing inorganic growth opportunities in line with its long term vision of de-risking single product, cables. Your Directors are pleased to inform that your Company has signed a Share Purchase Agreement to acquire 61.88% stake in Phoenix Lamps Limited. An Open Offer for the shareholders of Phoenix Lamps Limited to acquire an additional 26% was launched. All requisite formalities are in the process of being completed. Phoenix Lamps Limited will become a subsidiary of your Company. Phoenix Lamps Limited is the largest automotive halogen lamp manufacturer in India. Your Directors believe that the product range of Phoenix Lamps Limited will greatly complement the core product of cables.

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

WHOLLY OWNED SUBSIDIARIES:

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

The consolidated sales of the subsidiaries were Rs. 9,587 Lacs against Rs. 6,702 Lacs previous year, an increase of 43%. The EBIDTA was Rs. 1,245 Lacs against Rs. 796 Lacs previous year an increase of 56%. The Profit before tax was Rs. 807 Lacs against Rs. 496 Lacs previous year an increase of 62%. The Subsidiaries are expected to perform satisfactorily this year.

A separate statement in form AOC-1, "Annexure-VI" containing the salient features of the financial statement of its subsidiaries has also been attached along with the financials of the Company. The Annual Accounts and related documents of the Subsidiary Companies shall be kept open for inspection at the Registered Office of the Company. The aforesaid documents will also be made available to the Members of the Company upon receipt of written request from them.

GROSS WORKING CAPITAL

Gross working capital represented by inventory, sundry debtors, loans and advances increased from Rs. 24,951 Lacs to Rs. 28,544 Lacs as at 31st March, 2015.

GROSS BLOCK

The gross block during the year increased from Rs. 18,409 Lacs to Rs. 20,577 Lacs. This was largely due to the ongoing projects and other sustaining capex.

CHANGE IN DEPRECIATION POLICY

With effect from April 1, 2014, the Company has revised the estimated useful lives of certain assets resulting in additional depreciation on opening WDV of fixed assets consequent to application of Schedule II of Companies Act, 2013. (Refer Note 6.4 of Notes forming part of Balance Sheet).

CAPITAL EXPENDITURE:

As on 31st March, 2015, the gross tangible and intangible assets stood at Rs. 20,577 Lacs and the net tangible and intangible assets, at Rs. 14,712 Lacs. Net additions during the year amounted to Rs. 2,167 Lacs, including industrial land under lease Rs. 907.19 Lacs.

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

MATERIAL CHANGES & COMMITMENTS  AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL  YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the Financial Year and the Date of the Report, which affect the financial position of the Company.

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

PARTICULARS OF LOANS, INVESTMENTS,  GUARANTEES GIVEN OR SECURITY PROVIDED BY  THE COMPANY:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee and also disclosed to the Stock exchanges under Clause 49 of the Listing Agreement. In compliance with Section 134 (3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as part of this report. "Annexure-II"

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the year under review 4 (Four) Meetings were held on 30th May, 2014, 31st July, 2014, 30th October, 2014 and 3rd February, 2015.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

ii. the selected accounting policies were applied consistently 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 as at 31st March, 2015 and of the profits of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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';

v. adequate system of internal financial controls has been laid down, and the said system is operating effectively; and

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

CORPORATE GOVERNANCE AND BUSINESS

RESPONSIBILITY REPORT:

As a Listed Company, necessary measures are taken to comply with the Listing Agreements of the Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the statutory auditors, forms part of this report. Further, Business Responsibility Report, describing the initiatives taken by your Company from an Environmental, Social and Governance perspective, also forms a part of this report. Various disclosures as required under Section 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as related party transactions; Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo, extract of annual return, constitution of various Board level Committees, CSR Policy and initiatives taken during the year, Board evaluation, remuneration of the Managerial Personnel, Secretarial Audit Report etc.

The Company has Risk Management Policy in place. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

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

The Company has taken Directors and officers liability Insurance Policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As you are aware, your Company has been active in CSR activities through Suprajit Foundation for the last 4 years. The recent change in the Companies Act mandates profitable companies to contribute 2% of the net profits on CSR. Your Company has paid Rs. 135.74 Lacs to Suprajit Foundation for various activities undertaken by them. The detailed activities of Suprajit Foundation have been provided elsewhere in this report. A provision as mandated has been made for Rs. 127.58 Lacs in the books of accounts of 2014-15, which will be paid to Suprajit Foundation in due course to further augment its CSR activities.

The details of the amounts to be spent during the current financial year and the manner in which it was spent are annexed herewith "Annexure -III".

CONSERVATION OF ENERGY:

Conservation of energy is one of the highest priority measures directly supervised by the senior management of  the Company.  As and when new units are getting added in the Company, the Unit Managers and Unit HR-Heads see to that various measures like rain-water harvesting, STP, water usage control, planting of trees, discarding of old gen-sets and minimum usage of lighting power during day time are very well adopted from day one.

In addition, the following new initiatives have been undertaken during the year :-

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

b) The Company has provided gen-sets with higher KVA rating as well as lower KVA rating in all the units so that gen-set power is selectable depending upon actual power requirement in case of power shutdown by which the units only generate the power what is required and not more thereby avoiding wastage.

c) Electrical systems in all the new units have been provided with individual controls in place of bulk controls so that the user can exercise selection of, say, a particular fan, light or anything depending upon requirement at that particular point of time. Thus avoids indiscriminate and mindless bulk selection of electrical systems though the actual requirement could be met by selecting few.

d) Shop floors having roofing sheets have been provided with thermal vents on top of the roofing sheets (circulating fans operating with wind ) in order to reduce the heat effect in summer and also to reduce usage of electrically operated fans in the shop floor.

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

RESEARCH AND DEVELOPMENT, TECHNOLOGY,

ABSORPTION, ADAPTATION & INNOVATION:

a) Research and Development (R&D):

1) The Company has taken the initiative to set up a centralised Tech Centre at Bangalore. This centre will have Engineers for R&D work, testing and validation of products as per customers' requirements. The centre will have product-, process- and material- specialists in order to offer latest technology products to the customers.

2) Development cells in every unit have been upgraded with more Engineers and latest equipments.

3) The Company's R&D has developed many specialized cables for Customers as per the end user requirements. This is being successfully deployed by the customer with significant cost savings.

4) The Company has developed many equipments specialised for cable making with significant energy savings and increased productivity.

c) Technology Absorption, Adaptation, Innovation and particulars of imported technology:

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

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

3) The Company has successfully adapted a customer's design for a new types of cables and also other products.

GREEN INITIATIVES

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

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned Rs. 3424.99 Lacs in foreign exchange and expended Rs. 5495.63 Lacs in foreign exchange during the year under review.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

DIRECTORS:

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Supriya A Rai, Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Appointments of three Independent Directors for the next tenure up to February, 2020 are for your consideration and these are in line with the requirements of the revised laws.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of the Company, the Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality facilities and risk management.

As per the provisions of the Companies Act 2013, Dr. Supriya A Rai, retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

The Companies Act, 2013, provides for the appointment of Independent Director, Sub-Section (10) of Section 149 of the Companies Act, 2013 provides that Independent Directors shall hold office for a term of up to five consecutive years on the board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the shareholders of the Company. Accordingly, all the Independent Directors were appointed by the shareholders either at the General Meeting according to Sub- section (13) states that the provisions of retirement the Act shall not apply to such Independent Directors.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

COMPOSITION OF AUDIT COMMITTEE:

Your Company has an Audit Committee comprising of Mr. Diwakar S Shetty as the Chairman of the Committee, Mr. M Jayarama Shetty and Mr. Suresh Shetty, as other Members of the Committee. The Composition of the Committee is in compliance with the provisions of Section 177 of the Companies  Act, 2013.

VIGIL MECHANISM

Your Company has formulated the Whistle Blower Policy with a view to provide a mechanism for Employees and Directors of the Company to approach the Whistle Blower Compliance Officers/ the Audit Committee of the Company in compliance with Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Details of the Whistle Blower Policy are explained in the Report on Corporate Governance and Whistle Blower policy of the Company is available on the website of the Company i.e. www.suprajit.com

AUDITORS:

Statutory Auditors:

The Auditors, Messrs. Varma and Varma, FRN No. 004532S, Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 141 of the Companies Act, 2013 from them that their appointment would be within the limits specified therein. In terms of requirements of Companies

Act, 2013, it is proposed to appoint Auditors for a period of 2 years subject to the approval of Shareholders at every Annual General Meeting.

Your Directors recommend their appointment.

Cost Auditors:

Messrs. G N V Associates, Cost Accountants, had been appointed as the Cost Auditors of your Company for the financial year 2014-15. The previous year's report has been filed within due date.

Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat, Practicing Company Secretary (Membership No. ACS-25167) as the Secretarial Auditor as per the Section 204 of the Companies Act, 2013 and the Secretarial Audit Report is furnished in a separate. "Annexure-IV".

SUPRAJIT FOUNDATION

The Suprajit Foundation was established in 2011 as a not-for-profit trust to conduct social welfare activities. Over the years, the Foundation has initiated, guided and conducted several programs in education, healthcare, disaster relief and rural development.

Your Directors would like to thank the honorary trustees of the Foundation, who continue to devote their valuable time and energy in planning, directing and monitoring its activities.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION (HSE):

The Company's efforts towards reinforcing a positive safety culture have resulted in reduction of total lost time due to Injuries this year. Similarly, the Lost Time Injury Frequency Rate reduced from a year ago.

During the year, no occupational illness case was reported. Due to continued efforts to conserve water and energy, specific water and energy consumption also reduced.

DISCLOSURE UNDERTHESEXUAL HARASSMENT  OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

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

"Annexure - V".

CAUTIONARY NOTE

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchanges and such statements may be "forwardlooking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets/currency fluctuations in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from various Governmental agencies, Company's Bankers, Customers, vendors, distributors, Business Associates and other Acquaintances.

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

For and on behalf of the Board

K. Ajith  

Chairman & Managing

Kumar Rai

Director

 Place : Bangalore

Date : 29th May, 2015