elgi equipments limited - bseindia.com · sri n.mohan nambiar dr.t.balaji naidu sri b.vijayakumar...

ELGI EQUIPMENTS LIMITED

th 50 Annual General Meeting

Date

Day

Time

Place

:

:

: 10.00 a.m.

: 'Ardra' No.9, North Huzur Road, (Near Codissia Building) Coimbatore - 641 018.

6th Day of December, 2010

Monday

16th December 2010 to 17th December, 2010 (both dates inclusive)

Notice of the 50th Annual General Meeting

Management Discussion and Analysis

Directors' Report

Corporate Governance Report

Auditor's Report

Annual Accounts

Cash Flow Statement & Analysis of performance

Consolidated Financial Statements

Annual Report of Subsidiary Company

Elgi Factories, Branches and Foreign Offices

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Contents

Sri L.G. Varadarajulu

(Upto 19th May 2010)

Dr. Jairam Varadaraj

Sri N.Mohan Nambiar

Dr.T.Balaji Naidu

Sri B.Vijayakumar

Sri Sudarsan Varadaraj

Dr.Ganesh Devaraj

Sri M.Ramprasad

Sri. S. Sriram

Sri. S. Raveendar

M/s. RJC Associates

Chartered Accountants

Dr. G.L. Sankaran

Cost Accountant

Central Bank of India

State Bank of India

Elgi Industrial Complex,

Trichy Road, Singanallur

Coimbatore - 641 005

Phone : 91-422-2589555

Fax : 91-422-2573697

Website : www.elgi.com

Link Intime India Private Limited

Coimbatore Branch

"Surya" 35 Mayflower Avenue

(2nd Floor) Behind Senthil Nagar

Sowripalayam Road,

Coimbatore - 641 028.

BOARD OF DIRECTORS

NON-EXECUTIVE CHAIRMAN

MANAGING DIRECTOR

NON-EXECUTIVE DIRECTORS

CHIEF FINANCIAL OFFICER

COMPANY SECRETARY

STATUTORY AUDITORS

COST AUDITOR

BANKERS

REGISTERED OFFICE

REGISTRAR &

TRANSFER AGENTS

BookClosure Dates

ELGI EQUIPMENTS LIMITEDANNUAL REPORT 2009-10

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thNotice of the 50 Annual General Meeting

NOTICE is hereby given that the 50th Annual General Meeting of the Company will be held on Monday, the 6th Day of December, 2010 at 10.00AM at 'ARDRA', No.9, North Huzur Road (Near Codissia Building), Coimbatore 641 018 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Profit and Loss Account for the financial year ended 31st March, 2010, the Balance Sheet as at that date, the Report of the Board of Directors and the Report of the Auditors thereon.

2. To Confirm the interim dividends paid as the final dividend for financial year ended 31st March, 2010

3. (i) To appoint a Director in the place of Sri. B. Vijayakumar who retires by rotation and being eligible offers himself for re-appointment.

. (ii) To appoint a Director in the place of Sri. N. Mohan Nambiar who retires by rotation

and being eligible offers himself for re-appointment.

4. To appoint Auditors to hold office till the conclusion of next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS

5. To consider and if thought fit, to pass with or without modification the following resolution as a Special Resolution.

RESOLVED THAT subject to the provisions of Section 31 and other applicable provisions, if any, of the Companies Act, 1956, the Articles of Association of the Company be and are hereby altered by inserting the following new Article(s) 27 & 28 after the existing Articles 26.

27. Any General Meeting may resolve that any moneys, investments, or other assets forming part of the undivided profits of the Company standing to the credit of the Reserves or any Capital Redemption Reserve Account or in the hands of the Company and available for dividends or representing premiums received on the issue of shares and standing to the credit of share premium account be capitalized and distributed amongst such of the shareholders as bonus shares as would be entitled to receive the same.

28. Subject to the provisions of Section 81(1A) and

other applicable provisions, if any, of the Act and subject to the Articles of Association, the Board or a committee of the Board may, from time to time, create, offer and issue to or for the benefit of the employees including Directors and Whole-time directors of the Company and its subsidiaries such number of equity shares / bonds /equity warrants/options/any other security convertible or non-convertible of the Company, for subscription on such terms and conditions and at such price as may be

determined by the Board or a Committee of the Board prior to the issue and offer, in consultation with the authorities concerned and in accordance with such guidelines or other provisions of law as may be prevalent at that time but ranking pari passu with the existing equity shares of the Company.

All such issue as above are to be made in pursuance of Employees' Stock Option (ESOP) Scheme or Employees Stock Purchase Scheme (ESPS) to be drawn up and approved by the Board or a committee thereof.

6. To consider and if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution.

RESOLVED THAT pursuant to Section 94(1) and other applicable provisions if any, of the Companies Act, 1956, that the Authorised Share Capital of the Company be and is hereby altered by converting 55,00,000 12% Cumulative Redeemable Preference Shares of Rs.10/- each into 5,50,00,000 Equity Shares of Re.1/- each and 30,00,000 5% Redeemable Preference Shares of Rs.10/- each into 3,00,00,000 Equity Shares of Re.1/- each and that accordingly the Authorised Share Capital be altered as Rs. 30,00,00,000/= (Rupees Three Hundred Millions only) divided into 30,00,00,000 (Three Hundred Millions only) equity shares of Re.1/- each.

7. To consider and if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution.

RESOLVED THAT Clause V of the Memorandum of Association be and is hereby altered in the following manner

The existing clause V of the Memorandum of Association be deleted and the following new Clause V be substituted thereof.

V. The Authorised share capital of the Company is Rs.30,00,00,000 (Rupees Three Hundred Millions only) divided into 30,00,00,000 (Three Hundred Million only) Equity shares of Re. 1/- each and the Company shall have power to increase or reduce the Capital and will be at liberty to issue any shares with special rights or privileges as to voting, dividend, capital or otherwise or to subject the same to any restrictions, limitations or conditions as the Company deems fit and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 (including any amendment to or re-enactment thereof) and as the Company deems fit and necessary.



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RESOLVED THAT Article 2 of the Articles of Association be and is hereby altered in the following manner;

The existing Article 2 of the Articles of Association be deleted and the following new Article 2 be substituted thereof.

2. The Authorised share capital of the Company is Rs.30,00,00,000 (Rupees Three Hundred Millions only) divided into 30,00,00,000 (Three Hundred Million only) Equity shares of Re. 1/- each and the Company shall have power to increase or reduce the Capital and will be at liberty to issue any shares with special rights or privileges as to voting, dividend, capital or otherwise or to subject the same to any restrictions, limitations or conditions in such manner as may be permitted by the Companies Act, 1956 (including any amendment to or re-enactment thereof) and as the Company deems fit and necessary.


RESOLVED THAT subject to the Memorandum and Articles of Association of the Company and subject to such consents and approvals as may be required and subject to the compliance with relevant guidelines issued by the Securities and Exchange Board of India (SEBI), the Companies Act 1956 and the Foreign Exchange Management Act, 1999 an amount of Rs.78,935,454/- out of the amount standing to the credit of Share Premium Account as on 31st March 2010 be capitalized and transferred from the said account to the equity share capital account and be applied to payment in full for the allotment of 78,935,454 fully paid equity shares of the face value of Re.1/- each as bonus shares to the holders of the existing equity shares of the Company, whose names appear on the Register of Members of the Company or whose names appear as the beneficial owners of the equity shares of the Company on the records of the Depositories as on such date (hereinafter referred to as the "Record Date") as may be fixed by the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any committee of the Board) in the proportion of ONE new equity share for every ONE existing equity share of the Company held by them, on the following terms and conditions:

1. That the new equity shares so allotted shall be treated as an increase in the nominal amount of the paid up capital of the Company held by each member and not as income.

2. That the new equity shares to be allotted as bonus shares will be allotted subject to the terms of the Memorandum and Articles of Association of the Company, and shall rank pari passu in all respects with and carry the same rights as the existing fully paid-up equity shares

of the company and notwithstanding the date or dates of allotment thereof shall be entitled to participate in full in any dividend to be declared in respect of the financial year in which the allotment of the new equity shares pursuant to this resolution is made.

3. That the issue and allotment of the bonus shares in favour of non resident members of the Company shall be made in accordance with the guidelines issued by the Reserve Bank of India from time to time.

4. That in the case of shares held in dematerialized form, the intimation of allotment of the bonus shares shall be sent, while in case of shares held in physical form, share certificates shall be issued directly instead of allotment letter within the Statutory time limit

RESOVLED FURTHER THAT the Board be and is hereby authorized:

1. To apply, for listing of the new equity shares issued as bonus shares along with the existing share capital of the Company to the Stock Exchange(s) where the Company's shares are be listed / traded and to make an application to the depositories for crediting the Bonus shares to the individual depository accounts of the allottees;

2. To modify the terms and conditions, quantum and amount to be capitalized, and number of new equity shares to be allotted, relating to the aforesaid issue of bonus shares, if the circumstances so arise as would necessitate these and to settle all questions or difficulties that may arise with regard to the allotment and issue of the said new equity shares in such manner as they shall determine in their absolute discretion.

RESOLVED FURTHER THAT the Board be and is hereby authorized to prepare and file the necessary forms, documents, with Registrar of Companies and other authorities and to do all such acts, deeds and things as may be required or deemed necessary in this regard.


RESOLVED THAT in accordance with the provisions contained in the Articles of Association and Sections 81 (1A) and all other applicable provisions of the Companies Act, 1956 ("the Act") and the provisions contained in the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the Guidelines") (including any statutory modification(s) or re-enactment of the Act or the Guidelines, for the time being in force) and subject to such other approvals, permissions and sanctions as may be necessary and subject to such


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conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include ESPS Compensation Committee which the Board may constitute having independent Directors in majority to exercise its powers, including the powers conferred by this resolution), consent of the members of the Company be and is hereby accorded to the Board to create, offer, issue/allot not more than 1,000,000 (One Million) Equity shares of Re.1/- each in one or more tranches to eligible employees (both present and future) and Directors of the Company whether working in India or outside India and whether they are shareholders of the Company or not through Employee Stock Purchase Scheme (ESPS) on such terms and conditions as may be fixed or determined by the Board.

RESOLVED FURTHER THAT the said equity shares may be allotted directly to such employees/ Directors in accordance with a Scheme framed in that behalf .

RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank pari passu in all respects with the then existing Equity Shares of the Company unless otherwise decided by the Board of Directors of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to any creation, offer, issue, allotment or listing of Equity shares, the Board be and is hereby authorised on behalf of the Company to evolve, decide upon and bring into effect the Scheme and make any modifications, changes, variations, alterations or revisions in the said Scheme from time to time or to suspend, withdraw or revive the Scheme from time to time as may be specified by any statutory authority and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit or necessary or desirable for such purpose and with power on behalf of the Company to settle any questions, difficulties, or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company."


RESOLVED THAT in accordance with the provisions contained in the Articles of Association and Sections 81 (1A) and all other applicable provisions of the Companies Act, 1956 ("the Act") and the provisions contained in the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the Guidelines") (including any statutory modification(s) or re-enactment of the Act or the Guidelines, for the time being in force) and subject to such other approvals, permissions and

sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include ESPS Compensation Committee which the Board may constitute having independent Directors in majority to exercise its powers, including the powers conferred by this resolution), consent of the members of the Company be and is hereby accorded to the Board to extend the benefits of ESPS proposed in the Resolution number 10 in this Notice within the overall limits mentioned therein, to employees / Directors of the Company's direct and Indirect subsidiaries, whether Indian or Foreign Subsidiaries, existing and as and when formed and whether they are shareholders of the Company or not as may time to time be allowed under prevailing laws, rules and regulations and /or amendments thereto and on such terms and conditions as may be fixed or determined by the Board on the basis of Salient Features of ESPS mentioned in aforesaid resolution and its annexure.

RESOLVED FURTHER THAT the said Equity shares may be allotted directly to such employees/ Directors in accordance with a Scheme framed in that behalf .

RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank pari passu in all respects with the then existing Equity Shares of the Company unless otherwise decided by the Board of Directors of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to any creation, offer, issue, allotment or listing of Equity shares, the Board be and is hereby authorised on behalf of the Company to evolve, decide upon and bring into effect the Scheme and make any modifications, changes, variations, alterations or revisions in the said Scheme from time to time or to suspend, withdraw or revive the Scheme from time to time as may be specified by any statutory authority and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit or necessary or desirable for such purpose and with power on behalf of the Company to settle any questions, difficulties, or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company.


"RESOLVED THAT in accordance with the provisions of Section 198, 269, 309 and 310 read with Schedule XIII and other applicable provisions, ifany, of the Companies Act, 1956 and subject to such approvals as may be required, the remuneration payable to Dr. Jairam Varadaraj,


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Managing Director of the Company, be and is hereby revised on the following terms, with retrospective effect from 1st April, 2010.

The total remuneration would be Rs. 86 lakh per annum of which 30% would be variable component. All other terms and conditions shall remain the same as approved by the share holders at their meeting held on 22nd July, 2006.

FURTHER RESOLVED THAT in addition to above, Leave Encashment, Gratuity and other special perquisites, if any shall be the same structure as applicable to other senior managerial personnel of the company.

FURTHER RESOLVED THAT for the purpose of giving effect to this Resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as it may deem expedient in the interest of the Company."

Explanatory Statement pursuant to Section 173 of the Companies Act 1956

Item No. 5

The Board of Directors at their meeting held on 28.10.2010 have recommended amendment of Articles of Association of the Company providing for issue of Bonus shares and for issue of shares to employees of the Company under the Employees Stock Option Scheme (ESOS) or under the Employees Share Purchase Scheme (ESPS). Accordingly necessary Article No. 27 and 28 are proposed to be inserted in the Articles of Association of the Company as setout in Item No. 5 of the Notice.

A copy of the Articles of Association together with the proposed amendments will be available for inspection by the members during office hours on any working day. The Directors recommend this Resolution for approval of the members.

None of the directors are concerned or interested in this resolution.

Item No. 6,7 & 8

The present Authorised Capital of the Company is Rs.30,00,00,000/- (Rupees Three Hundered Millions only) divided into 21,50,00,000 (Two Hundred and Fifteen Million only) equity shares of Re.1/- each and 55,00,000 (Five and Half Million only) 12% Cumulative Redeemable Preference Shares of Rs.10/- each and 30,00,000 (Three Million only) 5% Redeemable Preference Shares of Rs.10/- each. It is considered desirable that the unissued Redeemable Preference Shares of the company be converted into Equity shares Accordingly, the unissued 85,00,000 Redeemable Preference shares of Rs.10/- each in the Authorised Share Capital is proposed to be converted into 8,50,00,000 equity shares of Re.1/- each.

Accordingly the Authorised Share Capital of the Company be altered as Rs.30,00,00,000/- (Rupees Three Hundred Million only) divided into 30,00,00,000 (Three Hundred Million only) Equity shares of Re.1/- each.

Consequent upon the above alteration(s) in the Authorised Capital of the company, the Memorandum and Articles of Association will require alteration so as to

reflect the conversion of unissued Redeemable Preference Shares into equity Shares. Hence the resolution proposed in item no. 7 of the notice is to alter clause V of the Memorandum of Association and the special resolution set out in item no.8 is to alter the Article 2 of the Articles of Association.

A copy of the Memorandum and Articles of Association together with proposed alterations are available for inspection at the registered office of the Company on any working day during the usual business hours.

None of the directors are concerned or interested in this resolution.

Item No. 9

The Company has to its credit Rs.2503.09 Millions in Reserves & Surplus which includes a sum of Rs 440.79 Million in Share Premium Account as on 31st March 2010. The paid up capital of the company after the amalgamation of Elgi Industrial Products Limited (formerly known as "Elgi Finance Limited") with the Company is Rs.78,935,454/- divided into 78,935,454 equity shares of Re.1/- each. The Board of Directors considered desirable that it will be advantageous to the company and the shareholders if a portion of Share Premium Account is capitalized by issue of bonus share. Hence, the Board of Directors have recommended that bonus equity shares be issued and allotted in the proportion of ONE new equity share for every ONE existing equity shares held by the eligible Members of the Company on the Record date to be fixed by the Board of Directors for this purpose.

The said bonus shares shall rank pari passu with the existing equity shares in all respects and carry the same rights as the existing fully paid up equity shares of the Company.

The bonus shares shall be issued pursuant to the applicable provisions of the Companies Act, 1956, Article 27 of the Articles of Association of the Company, and the Securities & Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

The board recommends the passing of the resolution set our in Item No. 9 of the Notice convening the meeting.

None of the directors of the Company is concerned or interested in the said resolution except to the extent they would be entitled for bonus shares in relation to their shareholding in the Company.

Item No. 10

The Company has completed its 50 years of operations on 14th day of March 2010 and would like to honour the employees who have spent their time and effort in building the Company from strength to strength. To recognize their contribution, the Board of Directors of the Company has recommended that an Employee Stock Purchase Scheme (ELGI ESPS 2010) be implemented for all employees of the Company, including employees of Subsidiary companies.

Board of Directors at its meeting on 28th October 2010 has constituted a Committee to be called as Compensation Committee for administration and Superintendence of ELGI ESPS 2010 Scheme.


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The information required as per Clause 6.2 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("SEBI ESPS Guidelines") is given below.

The total number of Shares to be Issued

Identification of classes of employees entitled to participate in ELGI ESPS 2010 Scheme.

Requirements of vesting, period of vesting and maximum period within which Shares shall be vested.

Exercise price and pricing formula

Exercise period and process of exercise

The appraisal process for determining the eligibility of employees to ELGI ESPS 2010 Scheme

Maximum number of Shares to be issued per employee and in aggregate

The method the Company shall use to value its shares: fair value or Intrinsic value

Taxes and duties

Shares issued under the scheme shall not exceed 1,000,000 (One Million only).

All employees of the Company including Directors (including whole time Directors) of the Company, its subsidiary companies and as may be decided by the Compensation Committee constituted for the purpose. Promoter Directors will not be included.

The Shares will have the lock in period of three years form date of allotment.

The price shall be at par i.e. Re. 1/- per share.

The exercise period will be three months from the date of offer or may be extended by the Compensation Committee.

The eligibility of such employees to receive shares will be determined in terms of the ELGI ESPS 2010 Scheme formulated aforesaid. Each employee who has completed minimum one year of service will be offered such number of shares as may be determined by the Compensation Committee

The maximum number of shares that may be issued under the ELGI ESPS 2010 Scheme to an individual Eligible Participant shall not exceed 2500 shares. The limit on the maximum number of shares shall also be applicable to Directors, including independent Directors. The number of Shares to be issued per employee will be determined by the Compensation Committee.

The Company may use the Intrinsic Value method to value its Shares. In this respect, Intrinsic Value means the excess of the market price of the share under ESPS over the exercise price of the share (including up-front payment, if any).

In the event of any Tax liability of any kind arising on account of the issue of the Shares, sale of shares or any other event, the liability for such Tax shall be that of the Eligible Participant alone. In the event that any Taxes are required to be paid by the Company, the same shall be recovered from Eligible Participant.

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The Company shall confirm to the accounting policies specified in the SEBI ESPS Guidelines.

The offer of shares to the employees under the scheme shall be after completion of the Bonus issue of shares to the members of the Company.

The Board / Committee shall have the absolute authority to vary or modify the terms of ESPS in accordance with the regulations and guidelines prescribed by SEBI or regulations that may be issued by any appropriate authority from time to time, unless such variation, modification or alteration is detrimental to the interest of the Employee / Directors.

In the terms of Section 81 (1A) and other applicable provisions, if any, of the Companies Act, 1956 and the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the shareholders' consent is sought to authorize the Board

to issue equity shares in the manner set out in the resolution aforesaid.

The Board recommends the resolution for approval by the shareholders.

None of the Directors of the Company are in any way, concerned or interested in the resolution, except to the extent of the equity shares that may be offered to them under ELGI ESPS 2010 Scheme.

Item No. 11

As stipulated by SEBI guidelines, a separate resolution is required to be passed if the benefits of ESPS are to be extended to employees/ Directors of subsidiaries of the Company.

Thus, a separate resolution has been proposed. The features of scheme mentioned in explanatory notes of

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item 10 are same for employees/ Directors of subsidiary Companies.

The Board recommends the resolution for approval by the shareholders.

None of the Directors of the Company are in any way, concerned or interested in the resolution, except to the extent of the equity shares that may be offered to them under ELGI ESPS 2010 Scheme.

Item No. 12

Dr. Jairam Varadaraj was reappointed as Managing Director of the Company in terms of the resolution passed at the Annual General Meeting held on 22nd July, 2006 for a period of 5 years with effect from 01/04/2006. The Board of Directors at their meeting held on 29/07/2010 have decided to enhance the remuneration payable to Dr. Jairam Varadaraj, Managing Director, as per the recommendation of the Remuneration Committee, in line with the industry benchmarks.

The increased remuneration payable to Dr. Jairam Varadaraj is well within the limits specified under Section 309 of the Companies Act, 1956. In compliance with the provisions of Section 310 of the Companies Act, 1956 read with Schedule XIII, the increase in remuneration payable to Dr. Jairam Varadaraj is now being placed before the shareholders for their approval.

None of the directors except Dr. Jairam Varadaraj, Mr. Sudarsan Varadaraj and Dr. T. Balaji Naidu are in any way concerned or interested in this resolution.

The Board therefore recommends this resolution

NOTES:

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. THE INSTRUMENT APPOINTING A PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2) The Register of Members and the Share Transfer Books of the Company will remain closed from 16th Day of December 2010 to 17th Day of December 2010 (both days inclusive) for the purpose of ; (i) Annual Book Closure (ii) Bonus issue of shares, if approved by the

members.

3) Members holding shares in physical form are requested to notify immediately the change, if any, in their residential address and bank accounts to the Company's Registrar & Share Transfer Agent - M/s. Link Intime India Pvt. Limited, Coimbatore Branch, "Surya", 35 May Flower Avenue, Behind Senthil Nagar, Sowripalayam, Coimbatore- 641028.

4] Members are requested to encash their unclaimed dividend warrants immediately as dividends remaining unpaid for seven years are now required to be transferred to the "Investors Education and Protection Fund" established by the Central Government and you shall not be able to claim any unpaid dividend from the said fund or from the Company thereafter.

5) Unclaimed Dividend up to the year 2003 has been transferred to the Investor Education & Protection Fund as notified by the Government.

6) Members and / or their Proxies should bring the Attendance Slips duly filled in for attending the meeting.

7) Members who are having multiple accounts are requested to intimate to the Company, the ledger folios of such accounts to enable the Company to consolidate all shareholdings into one account.

8) Members are requested to bring their personal copy of this Annual Report to the Meeting.

9) Pursuant to the provisions of Section 109A of the Companies Act, 1956, Members are requested to file Nomination Forms in respect of their physical shareholdings. Any Member wishing to avail this facility may submit to the Company's Registrar & Share Transfer Agent the prescribed Statutory Form 2B. Should any assistance be desired, Members should get in touch with the Company's Registrar & Share Transfer Agent.

10) Members who have not received the Split Share Certificates (Re.1/- face value) are requested to receive the Split Share Certificates by surrendering their old Share Certificates (Rs.10/- face value) to the Company's Registrar & Share Transfer Agent immediately.

Sl.No.

Name Qualification Directorships in other Public Limited Companies incorporated in India

Membership of Committees in other Public Limited Companies incorporated in India

Experience

1.

2.

Mr. B.Vijayakumar

Mr. N. Mohan Nambiar

B.Sc.

B.A. (Eco.)

1. L.G. Balakrishnan & Bros. Ltd2. LGB Forge Ltd.,3. Super Spinning Mills Ltd 4. Elgi Automotive Services Limited5. LGB Auto Products Ltd6. South Western Engg.(I) Ltd7. LG Farm Products Ltd.,8. Rolon Fine Blank Ltd.9. LGB Rolon Chain Ltd.10. LG Sports Ltd.,

1. Lakshmi Apparels and Wovens Ltd.2. The Palaniandavar Mills Ltd.3. Adwaith Lakshmi Industries Ltd.

More than 23 yearsexperience as an Industrialist.

More than 37 Years experience as an Industrialist

Share Transfer Committee

Share Transfer CommitteeAudit Commitee

Share Transfer Committee

INFORMATION REQUIRED TO BE FURNISHED UNDER CLAUSE 49 OF THE LISTING AGREEMENT.

As required under Clause 49 of the Listing Agreement the particulars of Directors who are proposed to be appointed/reappointed at this Meeting are given below:-

By Order of the Board

For ELGI EQUIPMENTS LIMITED

S. RAVEENDARCompany Secretary

Place: CoimbatoreDate: 28/10/2010

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Management Discussion and Analysis

Management at the outset conveys its heartiest greetings to all the stake holders of Elgi, as we celebrate the Golden Jubilee year. It is indeed a moment of immense pride, joy and satisfaction for the ELGI family who have put in their best in the past five decades.

The year under review witnessed uneven recovery in business from the economic crisis that had crippled most of the industries at different levels. Even though there was a marked improvement in the economic activity, the speed and the quantum of recovery were in patches and significantly lower than the pre crisis levels.

The compressor business grew on the back of strong performance across all segments in domestic market but the recovery was at snail's pace in the international market in sync with the slow economic climb up. During this year the company had acquired a French compressor company as a wholly owned subsidiary.

COMPRESSORS

The compressor business accounted for 86% of the total sales of the company. This business accounts for 95% of the profits of the company and 82% of the capital employed by the company. This business presently employs 1278 people. This year this business grew by 21%.

PERFORMANCE

All the segments in the domestic market have contributed to the impressive growth in the performance. Rotary compressor segment managed to grow well in the second half of the year while the first half growth was supported by some select segments.

Construction and Mining segment sustained its performance during this year being helped by the Government stimulus to the infrastructure sector. On the backdrop of an average monsoon investments into capacity increase in water well segment continued this year as well. The business being cyclic in nature is expected to decline in the coming year. As the trend indicates this business is already at the cyclical peak.

While the domestic market has grown well, the international business struggled to grow in the light of sluggish growth in the global economies. However focus on select geographical segments has yielded sustenance of some business. Introduction of Elgi products in Chinese and Brazilian markets found good acceptance and this contributed significantly to the international sales.

Company's focus on the aftermarket segment resulted in the sales growth by 24%. Plans are on the anvil to grow this segment on par with the global standards.

While challenges on the higher input costs are imminent, the company is poised for further growth in

performance with the expected revival of global demand combined with strong domestic industrial growth. The company's focus will continue to be on its excellence journey and improving profitability.

OPPORTUNITIES

The world economy is on the mend. After a sharp global meltdown in 2009, a number of countries have registered notable recovery in industrial production. The company is exploring various organic and inorganic growth opportunities in much geography. Taking this into account the company has initiated number of projects for developing new products to meet market needs. The acquisition of the French company SA Belair was an initial stepping stone in this direction.

The company is identifying and working on strategic markets across the world to focus its presence and efforts. The organization is being aligned to support this initiative. The company continues to pursue acquisition opportunities in various strategic markets to support the growth aspirations.

THREATS

The global economy is yet to recover fully from the recessionary trend though Asian markets and patches of other international markets have shown sporadic growth. Inflation is another concern which will be an impediment to growth, however with the GOI firm in its counter measures we expect the domestic market to sustain and support the company's growth if not better.

ATS - Elgi

The automotive equipment business accounted for 13% of the total sales of the company. This business accounts for 9% of the profits of the company and 13% of the capital employed by the company. The business employs 303 people. It contributes to 6% of the international business of the company.

PERFORMANCE

This business is directly dependent on the growth of "Passenger Car" segment in the domestic market. The passenger car sales during the current year grew by 15% over the previous year. This resulted in the setting up of new garages and increase in the capacity of the present ones.

Taking lead from the growing market condition, ATS ELGI registered a sales growth of over 20% compared to the previous financial year. The company's aggressive approach in the market despite the pricing pressure from the competition resulted in substantial growth in Lifting equipments, Body shop products and wheel alligning equipments.

The company's business in Mobile Service Units registered significant growth and is expected to sustain in the coming years also.


11

Continued focus in improving customer satisfaction resulted in sustaining the growth and brand amidst severe competition from the unorganized sector.

Exports performed only marginally in line with the continued economic impasse in the global market.

OPPORTUNITIES

The demand for vehicle servicing is bound to go up as the population of cars keeps on increasing. Many manufacturers are launching new models of cars in the small segment which is bound to fuel the growth in car sales and calls for strengthening and increasing the servicing network. All this will increase the requirement of garage equipments.

THREATS

Due to shortage of space and high cost of manpower, many of the established garages are working towards increasing the productivity by implementing new concepts and products. We are already working in this direction and would be able to service these requirements.

The company continues to invest resources in R&D to develop selected new products for the Garage segment. At the same time sourcing of new products from globally renowned manufacturers would also continue. These efforts would help us to maintain our supremacy in the market.

MANUFACTURING ENGINEERING

Manufacturing and marketing globally high value and low variety components was the objective of this business. This business generated revenue of 56 million. The business employs 77 people. International business of this division contributes 6% of the total exports. The business grew by 48%.

Our experience with this business has not been very encouraging with constant margin and price pressures from the customers who constantly look for alternates. With the growing internal demand for capacity from the compressor business, the company has taken a decision not to further its interests in growing this business. Available capacity is being utilized for in house growth needs and meeting the existing customer needs.

OVERALL PERSPECTIVES

While the world economy continued to improve, the pace of the recovery is too weak to scale up to the pre crisis levels. The recovery is uneven across countries with lackluster economic activity in developed economies and below potential growth elsewhere in the developing world. Our focus will continue to be on the three critical aspects of improvement viz cost, quality and cash. This will remain embedded in our activities irrespective of the market situation.

We will continue our exploration of acquiring compressors or compressor related businesses.

Though we are partially successful in our European acquisition we still have a long way to go as we would like to be cautious in the choice of the targets.

We have finalized the land for building a new facility and we have initiated steps in formalizing the project plans. The company is also working on a Plan to build our own foundry to support our critical needs of high quality components and casting. We are exploring all avenues to optimize on various fronts in executing these two critical projects for support our growth aspirations.

Human Resource Development

Our initiatives on training our blue collar employees in collaboration with PSG College of Technology are at an advanced stage; the last batches are undergoing training now. They have now been organized into self managed teams in both production and non-production areas; these initiatives are expected to release hitherto untapped energies amongst both blue collar employees as well as their immediate supervising engineers.

The company's on-going talent management programme to identify in-house executive talent is paying off; we have been able to meet several new and emerging manpower needs in the company through in-house talent.

The company is also driving a Wellness Programme amongst all employees; this involves 20 minutes daily practice of carefully selected physical and breathing exercises, topped off by a few minutes of meditation. This practice has been well received.

A Tribute

Mr. LG Varadaraj, our Chairman passed away on the 19th of May, 2010. He has been the guiding force in the creation and growth of this company. He was instrumental in identifying the various products that the company ventured into during its history. Along with this he architected various collaborations with companies all over the world to bring cutting edge technology into the company.

He sowed the seeds for a culture of caring deeply for the employees. This has resulted in an organization that has some very innovative HR practices. He firmly believed that people can make all the difference in an organization and we are experiencing the fruits of this belief.

He believed that our company should be a good corporate citizen and towards this end he spearheaded the development of schools that are managed by the company, the participation in socially conscious movements involving water conservation, the participation in relief work in areas struck by catastrophe.

While we would miss him we will continue to steer the company on the values laid down by him and continue to be a responsible corporate citizen.

Directors' Report

Particulars

Profit before Depreciation, Tax and Non Recurring ItemsLess: DepreciationProfit before Tax and Non Recurring ItemsLess: Provision for Tax (Net of Deferred Tax)Profit before Non Recurring ItemsLess: Non Recurring Items (Net)Net Profit after Non Recurring Items (Net of prior year adjustments)Add: Opening Balance in P&L AccountTransfer on Amalgamation and prior year adjustment Amount available for AppropriationsThe Directors recommend the following AppropriationsDividendDividend Tax Transfer to General ReserveProfit carried to Balance Sheet

2009-10

1034.2391.96

942.27330.41611.8660.07

551.791085.55(290.09)1347.25

144.7524.6056.00

1121.90

2008-09

712.1679.52

632.64235.20397.44

0.00397.44826.25(2.74)

1220.95

81.5413.8640.00

1085.55

Dear Shareholders,

Your Directors are pleased to present the 50th Annual Report of the Company along with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The performance of the Company is summarized in the financial statements given below: (Rs In Million)

Issue of Additional Shares and Change in Share Capi ta l consequent to the Scheme of Amalgamation.

The Scheme of Amalgamation under Section 391 and 394 of the Companies Act, 1956 was sanctioned by the Hon'ble High Court of judicature at Madras vide its order dated 24/09/2010 and was filed with the Registrar of Companies, Coimbatore on 04/10/2010.

As per the Scheme, Elgi Industrial Products Limited (Formerly known as Elgi Finance Limited) has been merged with the Company. In accordance with the exchange ratio specified in the Scheme, 7,62,600 equity shares of Re. 1/- each of Elgi Equipments Limited are being allotted to the shareholders of Elgi Industrial Products Limited. The Authorised Share Capital and the paid up share capital of the Company are being increased to Rs. 300 million and 78.94 million respectively consequent to the above Scheme of Amalgamation.

Additional Shares of 7,62,600 equity shares to be allotted as per the Scheme of Amalgamation will be listed in the Bombay Stock Exchange Limited and National Stock Exchanges Limited

Conversion of partly paid-up shares into fully paid-up shares

During the financial year the final call money of Rs. 12.75 per share consisting of 85 paise on face value and Rs. 11.90 on share premium on 1,81,74,240 partly paid-up shares was called up for converting fully paid-up shares of Re. 1/- each

Dividend

The Board of Directors have declared and paid an interim dividend of 200 % on the paid up share capital of 78.16 million pre merger of the Company during the financial year 2009-10. The outflow (excl.taxes) was Rs. 144.75 million as against a total of Rs. 81.54 million paid for the previous financial year 2008-09

The interim dividends paid shall be the final dividend for financial year ended 31-03-2010.

Fixed Deposit

The company has not accepted any public deposits and hence there were no unclaimed deposits as on 31-03-2010

Review of Operations

The company ended with net sales of Rs.5811.55 million as against Rs. 4811.86 million an increase of 20.78 %. The details of division wise performance and other operational details are discussed at length in the Management Discussion and Analysis Report, given elsewhere in this report.

Subsidiary companies

a. The Company has been exempted from publishing the audited financial results of its wholly owned subsidiary companies, M/s. Adisons Precision Instruments Manufacturing Co. Ltd , M/s. Elgi Equipments (Zhejiang) Ltd., M/s. Elgi Compressors Trading (Shanghai) Co. Ltd., M/s. Elgi Gulf (FZE) along with this annual report, for the year 2009-10, vide letter No. 47/79/2010-CL-III, dated 24/02/2010 from the Government of India, Ministry of Company Affairs.

b. The Company has been exempted from publishing the audited financial results of its wholly owned subsidiary company, M/s. SA Belair along with this annual report, for the year 2009-10, vide letter No. 47/79/2010-CL-III, dated 07/05/2010 from the Government of India, Ministry of Company Affairs.

The annual accounts of the above subsidiary companies are available for inspection by any shareholder, at the registered office of the holding and subsidiary companies.

c. The Annual Report of the wholly owned Subsidiary


12

Company M/s. ATS ELGI Limited for the year 2009-10 and the information specified in Section 212 of the Companies Act, 1956 is given separately in this report.

Future Plans

a. DomesticThe Compressor business registered 21% growth over the previous year on the backdrop of significant economic recovery in the domestic market. The Company's focus would be on the sustenance of this momentum and drive the organization in fully aligning to service and after sales market.

b. InternationalExports market started recovering from the recessionary trend only during the second half of the financial year. The recovery is sporadic and slow. Operations at China is stabilizing and expected to pick up during the coming year. Procedural formalities for establishing the Brazil outfit were complete and the company will be targeting to expand its business significantly.

The company achieved a significant milestone during the year by acquiring a French Compressor company M/s. SA Belair as a wholly owned subsidiary which will be a gateway for spreading the business into Europe.

Capital Expenditure and funding

The Capital Expenditure incurred and funded for the year is Rs. 121.07 million, of which Rs. 63.03 million pertain to plant and machinery.

Shareholder initiatives

1. Your company adheres strictly to all the statutory and other legal compliances.

2. Your company has been one of the first to implement any initiatives for shareholder benefit directed from SEBI. On occurrence of any event, which has a bearing on the share price or otherwise, your company intimates the stock exchanges, within the stipulated period.

3. Your company has in place regulations for preventing and regulating insider trading and has adhered to a code of conduct and business ethics by which the shareholder is treated at par with an employee on availability of information about the company.

4. Your company regularly intimates the shareholders (through quarterly newsletters) on the performance of the company, even though it is not mandatory;

5. Your company has consistently paid dividend throughout these years, with nil long term debts.

6. Your company has been prompt and regular in its replies to your queries received by them.

7. Your company also replies within the stipulated time to all legal and statutory authorities.

8. The custodial charges paid by your company to both NSDL and CDSL for the FY 2010-11 amounts to Rs. 1,10,194/-.

9. During this year, the Company dematted 2,11,520 shares. With this, the total numbers of shares dematted as on 31st March 2010 are 6,77,75,947 Shares which represent 86.70% of the shares of the Company.

Directors

In accordance with the provisions of Articles of Association of the Company Sri. B. Vijayakumar and Sri. N. Mohan Nambiar, Independent Directors of the Company retire at the ensuing Annual General Meeting and are being eligible offer themselves for reappointment. Your Board recommends their reappointment as Directors of your Company.

None of your directors are disqualified from being reappointed.

Your Directors record their profound grief on the sad demise of our Chairman Sri.L.G.Varadarajulu on 19th May 2010. The contribution of Shri.L.G.Varadarajulu to our Company has been immense. He touched the lives of all those who came in contact with him. We pledge to follow the path he has set out for us, and to abide by the high principles and ethics he believed in.

Directors' Responsibility Statement

The Board of Directors confirm

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimate that 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. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

Statutory Auditors and their appointment

M/s.RJC Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company. Your Board recommends their reappointment as the Statutory Auditors of the Company.

Cost Auditor

Approval of the Government of India through the Ministry of Company Affairs was granted for the appointment of Dr. G.L.Sankaran as the cost auditor of


13

your company for the financial year ended 31st March 2010.

Human Resources and Industrial Relations

The Company continues to enjoy the cordial relationship with its employees at all levels. The total strength of employees as on 31st March, 2010 was 1658

Other Information

The statement showing the particulars of technology absorption pursuant to section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988, is given in the annexure forming part of this report.

Corporate Governance

A Report on Corporate Governance together with a

Practicing Company Secretary's Certificate on

Compliance with the conditions of Corporate

Governance as stipulated under Clause 49 of the

Listing Agreement is provided elsewhere in the Annual

Report.

Acknowledgements

Your Directors take this opportunity to place on record

their appreciation of the dedication and commitment of

employees at all levels in maintaining the sustained

growth of your Company. Your Directors thank and

express their gratitude for the support and co-operation

received from Central and State Governments,

stakeholders including vendors, financial institutions,

banks, investors, service providers as well as

regulatory and governmental authorities.

The Board also thanks the employees for their

dedicated and sincere service.


14

For and On behalf of the Board

Place : CoimbatoreDate : 28/10/2010

DR. JAIRAM VARADARAJManaging Director

N. MOHAN NAMBIARDirector

I. STATEMENT CONTAINING PARTICULARS P U R S U A N T T O T H E C O M P A N I E S (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS' REPORT.

A. Energy Conservation / Cost saving Activities carried out for the year 2009 -10

As a measure of Energy Conservation/Cost Saving Activities, the Company has made the following attempts during the year 2009-10;

1. Introduction of " LIGHT PIPES" in Canteen/Elgi Sauer/Casting Bay/Rotor Bay area in order to reduce the total lighting load.

2. Replacement of 250 KW fluorescence light with LED for Common area .

3. The Hydraulic Circuits for LOCUS machine were modified by introduction of directional control valve to utilize the power effectively from 10 HP to 5 HP.

4. Introduction of SOLAR lights in common area at different locations.

5. Introduction of 800 HP VFD for testing the compressor load as a measure of energy saver.

6. Installation of Thyristor electrical heating circuit for Gas Carburizing Furnace to reduce the maximum demand by 30 KVA.

7. Introduction of intensifier in Holroyd machines to maintain constant Hydraulic Pressure with the same capacity pump.

8. Procurement of HSD directly from HPCL Cochin.

9. Utilization of the Sewage Treated water for Gardening purpose for reducing the Ground water consumption by 40 KL/day.

10. Converting Lubrication oil with Grease and reduced the Hydraulic oil consumption.

11. Developing and the installation of indigenous motor for Holroyd machine while upgrading the CNC machine.

12. Reuse the existing scrap wood for packing purpose.

Impact of implementation

All the above measures contributed savings in cost as well as fuel close to Rs. 7.70 million for the year 2009-10.

New ideas under consideration

1. Introduction of Hybrid Air Conditioner to reduce 40% of the Energy for Human comfort.

2. Installation of 325 HP - VFD to reduce Diesel consumption.

3. Reduction of lighting load by installing Air Motors & Wind Mill.

4. Installation of LED in Office area

B. Technology Absorption

1. Research & Development

a. A new Oil flooded airend Axis-310 that covers the power range of 160 to 300 kW was developed. This is a superior performance airend and its performance figures are higher than equivalent 2-stage machines. Commercial production of this airend will commence in 2010-11.

2. Technology absorption, adaptation and innovation

a. The NVH team successfully developed a new code for design of resonators for controlling narrow-band noise arising from suction and discharge of compresses. This code can be adapted for new product designs in screw and reciprocating compressors.

b. An encapsulated version of the airend Axis-73s that covers the power range of 5.5 to 15kW was developed. Commercial production of this product will commence in 2010-11. The development of Encap range from 15 to 75 kW is under progress

3. Foreign Exchange Earnings and outgo:

Particulars are given in the notes forming part of accounts. Kindly refer the same.

Annexure to the Directors' Report

(Rs.In Million)

2008-09

4.7166.2770.98

1.48

Capital Revenue Total R&D Expenditure as a Percentage of Turnover

2009-10

6.3781.0087.37

1.50

EXPENDITURE ON R&D


15

II. Statement annexed to Directors' Report showing the names and other particulars of every employee of the company pursuant to section 217(2A) of the companies act, 1956, read with the Companies (Particulars of Employee) Rules 1975.

* Remuneration for part of the Financial Year 2009-10.

Note :

1. The nature of employment of Dr.Jairam Varadaraj, Managing Director of the company is contractual.

2. Remuneration includes salary, allowances, contribution to Provident Fund and other taxable perquisites and also performance pay.

3. Dr.Jairam Varadaraj is related to Sri.Sudarsan Varadaraj and Dr.T.Balaji Naidu as per Schedule IA of the Companies Act, 1956.

Employee Name

Designation Qualification ExperienceAgeRemuneration(Rs. In Million)

Date of Joining

Previous Employment

Dr.Jairam Varadaraj

Mr.V.T.GovindaRajan

Mr. SreenivasaRao

Dr. Madhu Ganesh

Mr. Mathew Kurien

Mr. N. Seshadri

Mr. N. Raghavan

Mr.S. Sriram

Mr. B. Ranganathan

Mr. S. Suriyanarayanan

Mr. R. Jayakanthan

Mr. P.R. Salim

Mr. Rajesh Radhakrishnan

Mr. Jayashankar Jayaraman

Mr. N. Srikanth

48

51

45

44

42

48

43

51

48

46

46

45

44

49

42

Managing Director

Director - Global Business

Director - Operations

GM - Technology Development

Head - Manufacturing Engineering

Sr. GM - MFG.

Sr. GM - Sales & Services

Chief Financial Officer

Sr. GM - MFG

Head-Quality

Sr. GM - Corporate Strategy

Group Head - R&D/Electricals & Electronics

Director - Corporate Strategy

Director HR

GM-Business Development

6.07

5.06

5.06

3.24

3.46

3.57

3.59

3.38

2.73

3.19

3.33

3.59

3.16*

2.01*

2.80

21

28

24

22

21

23

22

27

22

26

23

22

17

23

20

B.Com., MBA., PhD

B.E. PGDBM

B.COM,AICWAI, MBA

B.TECH, M.S., PH.D.

B. TECH

B.E., M.TECH., DBA

B.E., PGDM

B.Sc.,FCA, FICWA, CISA

B.E., PGTD&M, ADQM

DME., B.E.

B. COM

B. TECH, M.S.

MBA

BA,LLB,PGDPM

BE, PGDMM

29/05/1992

03/01/2007

01/06/2006

16/02/2004

29/05/2006

23/07/1999

02/02/2007

11/07/2007

06/06/2008

27/07/2007

07/01/2009

09/03/2009

18/11/2009

02/11/2009

08/04/2002

Nil

Rane TRW Steering Systems Ltd.

Rane Brake Linings Ltd

Applied Thermal Technologies

BFW Ltd.

Motors Industries Co., Ltd

Rane TRE Steering Systems Ltd.

Cholayil Pvt. Ltd.

Wheels (India) Ltd

Ford (I) Pvt. Ltd

Kennametal (I) Ltd.

L.G. Electronics(I) Ltd.

Pentair Corp.

Watanmal Group

Bahwan Automotive Centre Mascat


16

For and On behalf of the Board

Place : CoimbatoreDate : 28/10/2010

DR. JAIRAM VARADARAJManaging Director


Corporate Governance

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Elgi has always believed in and followed best business practices, and has been compliant with all the laws, exercised

fairness and integrity in all its dealings, thereby reiterated its commitment to enhancement of stakeholders' value. The

company has a defined set of guidelines for its internal governance based on business ethics, legal compliance and

professional conduct. The company has been following transparency in its accounting practices and procedures, in

framing and adhering to policies and guidelines, in insisting on responsibility and accountability and by regular audit of

its policies and procedures;

BOARD OF DIRECTORS

The Board of Directors of the Company consists of 8 Directors, out of which 4 are independent Directors. Dr. Jairam

Varadaraj is the Executive Director and all other Directors are Non-executive Directors.

The Board met Six times during the Financial Year on 30th April, 2009, 31st July, 2009, 29th August 2009, 31st

October, 2009, 30th January, 2010 and 01st March, 2010. The composition and attendance of Directors at the Board

Meetings and the Annual General Meeting held during the years is as under:-

# Excludes directorships in Private Companies and Foreign Companies $ Only Audit Committee and Investor Grievance Committee are considered.* Sri.L.G.Varadarjulu expired on 19th May 2010Dr.Jairam Varadaraj is related to Sri.L.G.Varadarajulu, Sri.Sudarsan Varadaraj and Dr.T.Balaji Naidu as per schedule IA of the Companies Act, 1956.

COMMITTEES OF THE BOARD

AUDIT COMMITTEE

The majority of the members of the Audit Committee are independent and have knowledge of finance, accounts and engineering industry. The quorum for audit committee meeting is minimum of two independent directors.

The role, powers and functions of the Audit Committee are as per section 292A of the Companies Act, 1956 and the guidelines set out in the listing agreement with the Stock Exchanges. The terms of reference of this Committee are as required by SEBI - under clause 49 of the Listing Agreement. Besides having access to all the required information from within the Company, the Committee can obtain external professional advice whenever required. The Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors of the Company. It is authorized to select and establish accounting policies, review reports of the Statutory and the Internal Auditors and meet with them to discuss their findings, suggestions, and other related matters. The Committee is empowered to recommend the appointment and remuneration payable to the Statutory Auditors.

During the year under review, the Committee met 4 times on 30th April 2009, 31st July 2009, 31st October 2009 and 30th January 2010. The Composition of the Audit Committee and the attendance of each member of the Committee is given below.

Name of the Director

Mr.L.G.Varadarajulu *Dr.Jairam VaradarajMr.B.VijayakumarMr.Sudarsan VaradarajDr.T.Balaji NaiduMr.N.Mohan NambiarMr.M.RamprasadMr.Ganesh Devaraj

Category

Non-Executive Chairman- PromoterManaging Director - PromoterNon-Executive - Independent Non-Executive - Promoter Non-Executive - Promoter Non-Executive- IndependentNon-Executive- IndependentNon-Executive- Independent

AttendanceParticulars

Board Meeting

564---6544

LastAGM

PresentPresent

--------

PresentPresentPresent

----

No. of Directorships

inother

Companies

4

10107221---

No.of Committee

Positions held in

all companies

Chairman

---

---------11---

Member

143422--1

# $


17

The Company Secretary acts as the Secretary to the Committee. The representatives of the Statutory Auditors and Internal Auditors of the Company and the CFO have also attended the committee meetings. The minutes of the Audit Committee meetings were circulated to the Board, where it was discussed and taken note of. The Audit Committee considered and reviewed the accounts for the year 2009-10, before it was placed in the Board.

REMUNERATION COMMITTEE

The Committee comprises of Three Non-executive Independent directors, namely Sri M. Ramprasad (Chairman), Dr. Ganesh Devaraj and Sri N. Mohan Nambiar.

This Committee would basically look into and determine the Company's policy on remuneration packages to the Executive Directors. The Committee met on 31st July 2009 to review and approve the remuneration of Dr.Jairam Varadaraj, Managing Director. Two members were present at the meeting.

The Managing Director is paid remuneration approved by the Board of Directors on the recommendation of Remuneration Committee. The remuneration so approved is subject to the approval by the shareholders at the general meeting and such other authorities as the case may be.

The remuneration paid/ payable to the Managing Director of the Company for the year ended 31st March 2010, is as under:-

* Remuneration includes salary, allowances, contribution to Provident Fund and other taxable perquisites and also performance pay

The Company does not pay remuneration to any of its Non-executive Directors barring sitting fees for attendance during the meeting(s).

Total meetings Attended

4344

Name of the member

Sri.M.Ramprasad Sri.N.Mohan NambiarSri.L.G.Varadarajulu*Sri.Ganesh Devaraj

Position

ChairmanMemberMemberMember

* Sri.L.G.Varadarjulu expired on 19th May 2010

Name of Directors

Dr.Jairam Varadaraj(Managing Director)

Gross Remuneration paid/payable

6.07 Million *

Service Contract

5 Years with effect from 01/04/2006


Mr.N.Mohan Nambiar

Mr.M.Ramprasad

Mr.Ganesh Devaraj

Mr.B.Vijayakumar

Mr.L.G.Varadarajulu

Dr.T.Balaji Naidu

Sitting Fees

(In Rupees)

160000

160000

160000

80000

180000

120000


Mr.M.Ramprasad

Mr.B.Vijayakumar

Mr.L.G.Varadarajulu

Dr.T.Balaji Naidu

Mr.Sudarsan Varadaraj

No of Shares held.

( As on 31.03.2010)

4000

25000

100

15000

17240


18

The details of the sitting fees paid during the year ended 31st March 2010 to the non-executive directors are as under:

Statement showing number of Equity Shares held by the Non- Executive Directors as on March 31,2010 :-

There has been no materially relevant pecuniary transaction or relationship between the Company and its Non-executive Independent Directors during the year.

The Company currently does not have any Stock Option Scheme but has proposed to introduce Employees Stock Purchase Scheme (ESPS) during the current year

SHARE HOLDERS' COMMITTEE

This committee was constituted with Sri N. Mohan Nambiar as Chairman and Dr.Jairam Varadaraj and Dr.Balaji Naidu as members.

Compliance Officer: Mr.S.Raveendar, Company Secretary.

The Committee deals in matters relating to transfer and transmission of shares, issue of duplicate share certificates, review of dematerialized shares, redressing of investors complaints such as non-receipt of shares, non-receipt of dividends etc. and other matters related to shares.

The Share Transfers/ transmissions approved by the committee are placed at the board meetings from time to time. During the year ended 31st March 2010, 14 meetings of the Committee were held.

The total number of complaints received and replied to the satisfaction of shareholders during the year ended on 31st March 2010 was 19. There was no outstanding complaints as on 31st March 2010.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report forms part of this Annual Report.

Date

31.07.200926.07.200828.07.2007

Year

2008-092007-082006-07

Location

ARDRA, No-9 North Huzur Road,Coimbatore - 641018---do as above-------do as above----

Time

17.00 hrs17:00 hrs17:00 hrs

GENERAL BODY MEETINGS

Location and time for last three AGMs held


19

Out of the previous three Annual General Meetings, a Special Resolution was passed at the 49th AGM held on 31st July, 2009 for revision in payment of remuneration to Dr.Jairam Varadaraj, Managing Director of the Company for the year 2008-09.

An Extra-ordinary General Meeting was held on 24th September, 2009 during the year 2009-10 and two Special Resolutions were passed for Alteration of Articles of Association of the Company and for revision in payment of remuneration to Dr. Jairam Varadaraj, Managing Director of the Company for the year 2009-10.

No special resolutions were put through postal ballot last year and there is no proposal for this year.

DISCLOSURES:

(i) Disclosures on materially significant related party transactions that may have potential conflict with the interest of the company at large

Kindly refer to the notes forming part of accounts for the details of related party transactions. There is no materially significant Related Party Transaction that may have potential conflict with the interest of the Company at large.

(ii) Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchanges or SEBI or any Statutory Authorities, on any matter relating to capital markets, during the last three years.

The Company has complied with all the requirements of the Listing Agreement of the Stock Exchanges as well as regulations and guidelines of SEBI, No Penalties have been levied or strictures have been passed by SEBI, Stock Exchanges or any other Statutory Authority on matters relating to capital markets, in the last three years.

(iii) Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee

The company conducts regular 'employee meets' frequently where all the employees have a chance to interact directly with the Managing Director of the company. Besides this the Managing Director is reachable via e-mail and landline. Any issue brought to the attention of the management, whether resolved or not is placed before the Audit committee for its perusal and comments.

Period of reporting

thQtr ending 30 June 2010thQtr ending 30 September 2010stQtr ending 31 December 2010

stYear ending 31 March 2011

Proposed Board meeting dates

Last week of July 2010Last week of October 2010Last week of January 2011Last week of April 2011

Date of Book closure : 16.12.2010 to 17.12.2010 (both days inclusive)Dividend payment date : Not applicable

Listing of shares on Stock Exchanges : Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001

National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No. C/1, 'G' Block, Bandra-Kurla Complex, Bandra (Eqst), Mumbai - 400 051

Coimbatore Stock Exchange Limited Stock Exchange Building, Trichy Road, Coimbatore - 641 005

Note:

Annual listing fees for the year 2009-10 were paid to Bombay Stock Exchange Limited & National Stock Exchange of India Limited. Due to non-receipt of necessary intimation letter from Coimbatore Stock Exchange Limited the listing fee has not been paid so far.

GENERAL SHAREHOLDER INFORMATION

th50 Annual General Meeting

Date and Time : 06.12.2010 at 10.00 a.mVenue : ARDRA, No-9 North Huzur Road, Coimbatore 641018

FINANCIAL CALENDAR

(iv) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of clause 49

The Company complies with all the requirements of the listing agreement including the mandatory requirements of Clause 49 of the agreement.

The Company has adopted the following non-mandatory requirements on Corporate Governance recommended under clause 49 of the listing agreement.

1. Company has a Remuneration Committee comprises of three Non-executive independent directors.2. Quarterly results are being sent to all the members.

Code of Conduct

The Board of Directors has laid down a code of conduct for all Board Members and Senior Management of the Company. The same has been posted on the website of the Company. All Board Members and Senior Management personnel have affirmed their compliance with the code of conduct of conduct for the year under review.

The Company's Managing Director's declaration to this effect forms a part of this report.

Code for prevention of Insider Trading

The Company has framed a Code of Conduct for prevention of Insider Trading based on SEBI (Insider Trading) Regulations, 1992. This code is applicable to all directors / officers / designated employees. The Code ensures the prevention of dealing in shares by persons having access to unpublished price sensitive information.

MEANS OF COMMUNICATION

The quarterly results and annual results are published in newspapers viz. Business Line (all editions), Financial Express (Western edition) and Dhinamani (Vernacular paper) and simultaneously posted on the Company's web site (www.elgi.com). In addition to this, the company has the practice of mailing quarterly results to the Company's members and the members are also kept informed about important developments in the Company. The presentations, if any, made to institutional investors or to the analysts are also posted on Company's website.


20

STOCK MARKET DATA

Stock Code Re.1/- Fully Paid : 522074 Bombay Stock Exchange Limited: ELGIEQUIP - National Stock Exchange of India Limited: 21003 - Coimbatore Stock Exchange Limited

Re.0.15ps Partly Paid : 890080 Bombay Stock Exchange Limited

Partly paid shares were not traded on the Stock Exchanges after 12/11/2009, since final call money was called up on partly paid shares.

APRIL -09

MAY-09

JUNE-09

JULY -09

AUGUST-09

SEPTEMBER-09

OCTOBER-09

NOVEMBER-09

DECEMBER-09

JANUARY-10

FEBRUARY-10

MARCH-10

Total

HIGH

40.55

53.30

60.80

59.90

73.00

79.80

89.85

83.10

93.50

98.30

95.35

94.40

LOW

31.95

34.00

45.10

41.60

55.10

64.00

68.00

69.50

81.10

78.55

76.55

81.55

QTY

2,04,724

9,28,450

14,98,631

3,71,904

11,60,029

19,93,638

48,71,087

16,77,881

21,64,032

14,56,506

6,93,802

13,65,232

1,83,85,916

NSEMONTH

Stock Price Data: (Re. 1/- fully paid up)

For the Period: April 2009 to March 2010

HIGH

40.50

53.15

60.75

59.80

72.80

81.00

89.90

83.10

93.75

98.50

97.70

94.30

LOW

33.15

35.15

45.70

44.05

55.10

64.50

66.20

69.20

81.00

79.00

77.00

81.20

QTY

1,94,676

6,44,279

13,72,627

3,32,602

9,74,800

17,00,201

46,13,929

11,74,072

13,03,789

10,84,680

4,53,391

10,68,538

1,49,17,584

BSE

120

110

100

90

80

70

60

50

40

30

20000.00

19000.00

18000.00

17000.00

16000.00

15000.00

14000.00

13000.00

12000.00

11000.00

10000.00

Month

Elgi High Sensex High

Sh

are

Pri

ce (

in R

s.)

BS

E S

en

sex

Elgi Share Price Vs BSE Sensex

April

2009

May 2

009

June

2009

July

2009

Augu

st 20

09

Septe

mber

2009

Octob

er 20

09

Nove

mber

2009

Dece

mber

2009

Janu

ary 2

010

Febr

uary

2010

March

2010


21

Categories of Shareholders as on 31/03/2010

CategoryFully paid (Re. 1 each) Partly paid (Re. 0.15 paid)

% To Total % To Total % To Total

Total

No. of Shares No. of Shares Shares

Promoters

Financial institutions/Banks

Mutual Funds

Foreign Institutional Investors

Bodies Corporate

Non Resident Indians

Market Maker

Clearing Members

Public

TOTAL

2,56,70,797

66,490

54,53,836

21,45,446

1,09,91,172

8,01,206

6,155

31,986

3,29,89,235

7,81,56,323

32.85

0.08

6.98

2.75

14.06

1.03

0.01

0.03

42.21

100.00

-

-

-

-

319

1640

-

-

15958

17917

-

-

-

-

1.78

9.15

-

-

89.07

100.00

2,56,70,797

66,490

54,53,836

21,45,446

1,09,91,491

8,02,846

6,155

31,986

3,30,05,193

7,81,74,240

32.84

0.08

6.98

2.74

14.06

1.03

0.01

0.04

42.22

100.00


22

Shareholding Distribution Schedule as on 31/03/2010

No. of shares

1 to 5000

5001 to 10000

10001 to 20000

20001 to 30000

30001 to 40000

40001 to 50000

50001 to 100000

100001 and above

Total

No. of holders

12,879

300

185

67

35

28

43

93

13,630

% of holders

94..49

2.20

1.36

0.49

0.26

0.20

0.31

0.68

100.00

No.of shares

68,06,616

22,47,894

27,74,756

16,28,696

12,23,449

13,22,439

30,54,097

5,90,98,376

7,81,56,323

% of total shares

18.71

2.88

3.55

2.08

1.57

1.69

3.91

75.61

100.00

Re.1/- fully paid up

PROMOTERS

MUTUAL FUNDS

BODIES CORPORATE

MARKET MAKERS

PUBLIC

FINANCIAL INSTITUTIONS / BANK

FIIs

NON-RESIDENT INDIANS

CLEARING MEMBERS


23

Elgi Demat Percentage

86.70%

Demat Physical

Outstanding GDRs/ADRs/Warrants or any Convertible Instruments and their likely impact on equity.There are no outstanding warrants or any convertible instruments. The Company has not issued GDR/ADR.

Registrar and Share Transfer Agents (for both physical and demat segments)

Head Office : Branch:Link Intime India Private Ltd Link Intime India Private LtdC-13,Pannalal Silk Mills Compound Coimbatore BranchL.B.S.Marg, Bhandup (west) "Surya", 35, May Flower Avenue Mumbai 400 078 (II Floor), Behind Senthil NagarTel: 022-25963838 Sowripalayam Road, Coimbatore 641028Fax: 022-25946969 Tel: 91-0422-2314792 & 2315792E-mail : [email protected] Fax: 91-0422-2314792

E-mail: [email protected]

Compliance Officer's Details

S.RaveendarCompany SecretaryElgi Equipments Ltd, Elgi Industrial Complex, Trichy Road, Singanallur, Coimbatore - 641005e-mail : [email protected] Contact Nos. of Secretarial Department 91- 422- 2589136, 2589137 Fax: 91-422-2573697

In order to facilitate investor servicing, the Company has designated an e-mail-id: [email protected] mainly for registering complaints by investors.

Share Transfer System

The company's shares being in compulsory dematerialised (demat) list are transferable through the depository system. Shares in physical form are processed by the Registrar and Share Transfer Agents, Link Intime India Private Limited and approved by the Shareholder and Investor Grievance Committee of the Company. The Share transfers are processed within a period of 21 days from the date of receipt of the transfer documents by Link Intime India Private Limited, if the documents are complete in all respects. All requests for dematerialization of shares are processed and confirmed to the depositories, NSDL and CDSL, within 15 days. The Share holder and Investor Grievance Committee generally meets as and when required to effect the shares received for transfer in physical form.

ISIN number allotted for equity shares

Fully paid(Re 1/- each) : INE 285A01027Partly paid (Re 0.15 paise) : IN 9285A01033 (Non-operative)

As on 31.03.2010, 1,81,47,823 partly paid shares were converted into fully paid shares following receipt of final call moneys.

Dematerialisation of Shares and liquidity

The Company has arrangement with National Securities Depository Ltd. (NSDL) as well as Central Depository Services (India) Limited (CDSL) for demat facility.

During the financial year 2009-10, 2,11,520 shares were dematted. As on 31st March,2010, Out of 7,81,74,240 shares, total shares in demat form is 6,77,75,947 Shares and 1,03,98,293 shares in physical form. This represents 86.70% shares of the company are in demat form and 13.30% shares are in physical form. The shares are compulsorily tradable in demat form with effect from 26.6.2000 for all investors.


24

Plant location: Address for Correspondence:

1. Elgi Equipments LimitedElgi Industrial ComplexTrichy Road, SinganallurCoimbatore - 641005

Declaration for code of conduct

I hereby affirm and state that all board members and senior management personnel of the company have given a declaration pursuant to clause 49(I) (D) of the Listing Agreement and I hereby affirm compliance with the said code of conduct for the financial year 2009-2010.

Place: CoimbatoreDate : 28.10.2010

Dr.Jairam VaradarajManaging Director

Report on Corporate Governance 31.03.2010Certificate

To the Members of Elgi Equipments Limited,

I have examined the compliance of conditions of Corporate Governance by M/s Elgi Equipments Limited, for the year ended on March 31, 2010 as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchanges.

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

In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

I state that no investor grievance is pending for a period exceeding one month against the Company as per the records maintained by the Investors' Relation Committee.

I 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.

M D SelvarajCoimbatore 28.10.2010 C.P.No.: 411 ( FCS.960)

Practicing Company Secretary

S.Raveendar Company SecretaryElgi Equipments LtdElgi Industrial ComplexTrichy Road, SinganallurCoimbatore - 641005e-mail : [email protected] Nos. of secretarial department91- 422- 2589136, 2589137

Ten Years Performance

Particulars

Sales (incl. Excise duty)

Total Income

Total Expenditure

PBDIT

Depreciation

Profit Before Tax

Income Tax(inc FBT from 2005-06)

Profit After Tax

Dividend (%)

Capital Employed (LT)

Net Worth

Total Loan Funds

Gross Fixed Assets

Net Block incl. Capital WIP

Investments

Current Assets

Current Liabilities

Net Working Capital

Total Tangible Assets

2009-10

6,747.84

6,829.34

5,791.77

1,037.57

97.13

940.44

361.21

579.23

200.00

2,645.21

2,645.21

-

1,726.68

710.69

142.99

4,324.25

2,550.84

1,773.41

2,645.21

2008-09

5,509.56

5,577.33

4,840.51

736.81

82.74

654.07

246.65

407.42

130.00

1,967.28

1,967.28

-

1,580.94

666.44

142.99

2,525.89

1,371.94

1,153.95

1,967.34

2007-08

5,040.30

5,108.01

4,448.34

659.67

70.31

589.36

170.65

418.71

120.00

1,670.92

1,670.92

-

1,383.22

516.43

142.98

2,745.51

1,758.58

986.93

1,671.00

2006-07

3,785.77

3,823.32

3,408.98

414.34

69.20

345.14

111.02

234.12

100.00

1,343.54

1,341.83

1.82

1,288.70

400.36

143.68

2,068.06

1,274.28

793.78

1,343.65

2005-06

3,120.70

3,185.00

2,823.09

361.91

93.19

268.72

92.38

176.34

100.00

1,248.37

1,202.06

46.31

1,178.22

355.33

160.04

1,662.93

931.56

731.37

1,246.74

2004-05

2,852.64

2,918.31

2,513.34

404.97

96.08

308.89

94.99

213.90

100.00

1,187.34

1,098.49

88.85

1,118.14

394.38

222.07

1,421.27

828.02

593.25

1,209.99

2003-04

2,905.07

2,965.57

2,944.64

379.31

88.57

290.73

100.27

190.46

120.00

989.90

944.41

45.51

1,053.28

409.92

148.71

1,217.69

760.84

456.85

1,015.17

2002-03

2,213.90

2,249.56

2,073.86

256.49

72.85

175.70

61.80

113.90

90.00

751.76

690.74

4.32

972.81

391.29

37.03

1,106.77

725.49

381.28

809.57

2001-02

1,942.69

1,988.66

1,734.92

253.73

68.69

167.08

56.10

110.98

5.00

783.04

773.80

105.09

930.72

390.13

40.70

970.60

508.98

461.62

892.45

2000-01

1,639.35

1,676.89

1,513.20

170.18

66.79

63.44

20.90

42.54

25.00

898.21

740.19

399.87

904.40

416.81

132.56

1,121.59

530.90

590.69

1,140.06

(Rs. In Million)


25

Analysis of Performance

RATIO CATEGORY / Ratio

OPERATIONAL PERFORMANCEMaterial Consumption ratio (%)Personnel expenses ratio (%)Regular expenses (Incl VRS)VRS paymentsProfit sharing expensesOther Expenses ratio (%)Interest component ratio (%)Depreciation component ratio (%)Tax component ratio (%)Other Income / Total Income (%)Sales (net) per employee (Rs in million)

FINANCIAL STRUCTURINGLong Term Debt Equity RatioNet Working Capital / Total AssetsInvestments / Total AssetsInventory / Net Working CapitalDebtors / Net Working Capital

LIQUIDITYCurrent RatioLiquidity Ratio

EFFICIENCYCurrent Assets Turnover Ratio (CATR)Average Current Assets - no. of daysAverage Inventory - No. of days RM & Components WIP Finished GoodsDebtors' turnover ratio (DTR)Debtors - no of days of net salesTrade Creditors’ Turnover Ratio (TCTR)Trade Creditors - no of daysCapital Turnover RatioNet Fixed Assets Turnover Ratio (NFATR)Gross Fixed Assets Net Turnover ratio (GFATR)

PROFITABILITYGross Profit Margin (%)PBIT Margin (%)Pre-tax Profit Margin (%)Net Profit Margin (%)Post Tax Margin from Operations (%)ROTA (%)ROCE (%)

SHAREHOLDER' EARNINGSRONWEarnings Per Share (current equity)Dividend Per Share (Rs)Dividend Payout Ratio (%)Price Earnings Ratio (current equity)Dividend YieldDividend to Net Worth Ratio (%)Book Value per share (Rs)

2009-10

60.560.007.800.001.72

14.400.011.445.030.524.50

0.000.680.050.450.50

1.721.39

1.98185

435

107.84

474.20

872.94

10.044.08

15.9214.2214.23

8.077.77

48.4844.44

25.367.341.83

24.999.202.725.57

32.94

2008-09

62.350.008.150.001.45

15.770.031.504.100.993.92

0.000.590.070.610.71

1.841.33

2.09175

436

146.28

584.33

853.039.473.72

13.1910.8510.87

6.776.22

40.4235.87

22.405.211.30

20.017.962.524.14

25.17

2007-08

63.8

7.160.001.52

15.630.081.393.041.034.44

0.000.590.090.720.95

1.561.16

2.09175

396

156.32

584.00

913.34

11.243.80

12.8110.4110.48

7.456.79

43.4538.79

27.765.361.20

21.0411.151.894.51

21.35

2006-07

63.06

8.040.121.42

17.360.101.832.650.763.45

0.000.590.120.700.82

1.621.18

2.03180

446

135.77

634.07

902.9710.23.09

10.938.368.235.595.11

32.2727.41

18.342.991.00

31.0020.74

1.494.66

17.23

2005-06

61.48

8.331.650.61

17.110.132.992.411.712.92

0.000.590.130.560.90

1.791.34

2.02181

497

135.41

683.641012.718.542.72

10.458.768.615.655.4828.6

29.53

18.592.811.00

33.1422.24

1.605.80

19.16

2004-05

62.06

6.610.141.37

17.750.083.372.981.852.64

0.000.490.180.770.83

1.721.17

2.16169

548

186.77

543.90

942.737.342.63

11.899.479.686.706.0735.8

28.95

20.943.411.00

33.1413.92

2.115.68

17.51

2003-04

58.73

6.293.611.68

18.560.043.053.021.533.56

0.050.450.151.030.76

1.600.98

3.42107

497

1510.09

364.62

794.419.083.92

10.978.458.755.735.41

55.1542.60

20.463.081.20

43.9415.34

2.547.65

15.28


26

2002-03

59.93

7.71.341.41

19.410.793.292.431.401.88

0.000.430.051.000.92

1.421.00

2.13172

477

147.47

493.17116

2.975.962.33

9.977.236.924.49

4.132.2824.66

15.391.870.90

50.8012.87

4.798.01

12.34

Auditors' Report

For RJC AssociatesRegn. No. : 003496S


R.JayachandranPlace : Coimbatore Partner Date : 28.10.2010 Membership No. 021848


27

1. We have audited the attached Balance Sheet of Elgi Equipments Limited, as at 31st March 2010, the Profit and Loss account and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto. The financial statements are prepared consequent to the amalgamation of Elgi Industrial Products Limited with this company effective from 1st April 2009 duly approved by the Honarable High Court of Madras vide its order dated 24th September 2010. 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 and Companies (Auditor's Report) (Amendment) Order, 2004 (together the Order) issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure,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 above, we report that:

i) 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;

REPORT TO THE MEMBERS OF ELGI EQUIPMENTS LIMITED

ii) 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;

iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) 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;

v) On the basis of the written representations received from the Directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) 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:

a) In the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March 2010;

b) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report :


28

Referred to in paragraph 3 of our report of even date,

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have been physically verified by the Management during the year. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets were disposed off during the year, hence it will not have any effect on the going concern assumption.

ii. (a) The inventory has been physically verified by the Management during this year. In our opinion, the frequency of verification is reasonable.

(b) 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 inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. (a) The Company has granted loan to Companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the Year was Rs. 124.04 millions and the year end balance of loans granted by the company was Rs.114.04 million.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been granted to the Company listed in the register maintained under section 301 of the Companies Act,1956, are not, prima facie, prejudicial to the interest of the Company.

(c) The Company is regular in the receipt of principal and interest.

(d) There is no overdue amount of loans granted to Companies, listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register

maintained under Section 301 of the Companies Act, 1956. Amalgamation of EPIL with the company ICD of 0.95 Million is out standing as long term unsecured loans.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in Internal Control System.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act,1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements exceeding Rs 5 lakhs each have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. In our opinion, the Company has an Internal Audit System commensurate with the size and nature of its business.

vii. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

viii. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears, as at 31st March 2010 for the year of more than six months from the date they became payable.

(c) Disputed Central Excise and Sales Tax aggregating Rs.10.56 million have not been deposited since matters are pending with relevant forum as indicated below:-

Name of the Statute

Sales Tax

Sales Tax

Central Excise

Nature of the dues

CST & LST &Penalty

CST & LST

Total

Excise Duty & Penalty


Total

Grand Total

Demand Amount

8.49

17.58

26.07

7.59

3.16

10.75

36.82

Forum where dispute is pending

Sales Tax Appellate DC

Sales Tax Appellate DC

Dy. Commnr.Appeals

Tribunal

ix The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

x. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xi. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other Investments.

xii. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Therefore the para 4(xiii) of the order are not applicable.

xiii. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and

other investments. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 and Companies (Auditor's Report) (Amendment) Order, 2004 (together the Order) are not applicable to the Company.

xiv. In our opinion, the terms and conditions, on which the Company has given guarantee for the loan taken by other Company from Bank, is not prejudicial to the interest of the Company.

xv. The Company has not obtained any long term loan during the year under audit. However on amalgamation of EIPL with the company ICD of Rs. 0.95 Million is outstanding as long term unsecured loans.

xvi. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xvii.The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Act.

xviii.The Company has not issued any debentures.

xix. During the year the Company has raised money of Rs 231.52 million by calling up the balance amount on partly paid up share of Rs12.75 per share comprising of 85 paise towards face value and Rs. 11.90/- towards share premium.

xx. To the best of our knowledge and belief and according to the information and explanation given to us, no material fraud on or by the Company was noticed or reported during the year.



R.JayachandranPlace : Coimbatore Partner Date : 28.10.2010 Membership No.021848


29


30

Balance sheet as at 31st March 2010

Sch.No. 31.03.10 31.03.09 PARTICULARS

I SOURCES OF FUNDS

1) Shareholders' Funds: a) Capital b) Reserves and Surplus

2) Loan Funds: a) Secured Loans b) Unsecured Loans

3) Deferred Tax Liability

Total

II APPLICATION OF FUNDS

1) Fixed Assets: a) Gross Block b) Less: Depreciation c) Net Block d) Capital Work in progress

2) Investments

3) Deferred Tax Assets

4) Current Assets, Loans & Advances a) Inventories b) Sundry Debtors c) Cash and Bank balances d) Other Current Assets e) Loans and Advances

Less: Current Liabilities and Provisions a) Liabilities b) Provisions

Net Current Assets

5) Miscellaneous Expenditure: (to the extent not written off or adjusted) Intangible Assets

Total

12

34

5

6

7

5

8

9

10

(A)

(B)

(A-B)

(Rs. In Million)

2582.01

0.95 21.77

2604.73

644.27 21.82

467.61

0.00

1456.39

14.64

2604.73

62.73 1905.43

0.00 0.00

1529.28 911.23

590.99 699.46 155.53

3.24 733.99

2183.21

538.73 708.80

1247.53

78.92 2503.09

0.00 0.95

1640.47 996.20

592.42 711.59

1021.40 11.74

1286.73 3623.88

1127.51 1039.98 2167.49

1968.16

0.00 0.00

1968.16

618.05 10.14

385.72

4.83

935.68

13.74

1968.16

The Schedules referred to above Accounting Policies and the Notes thereon form an integral part of the Balance Sheet.

For and on behalf of the Board "As per our report of even date"


Dr.JAIRAM VARADARAJ Managing Director

S.SRIRAMChief Financial Officer

R. JAYACHANDRAN Partner

Membership No. 021848

For RJC ASSOCIATES Regn. No. : 003496S



Place Date

: Coimbatore : 28.10.2010

Profit and Loss Account For The Year ended 31st March 2010(Rs. In Million)


1112

131415

(A)

(B)

(A-B)

(C)

(A-B-C)

6140.43 328.88

5811.55

30.26 40.29

5882.10

3514.16 500.31 826.00

91.96 7.40

4939.83

942.27

60.07

882.20

303.81 0.00

26.60

551.79

1085.55 (0.01)

(290.08)

1347.25

144.75

24.60 56.00

1121.90

1347.25

( In Rs.) 1.006.99 6.99

5178.84 366.98

4811.86

58.54 11.43

4881.83

2974.09 435.16 753.58

79.52 6.84

4249.19

632.64

0.00

632.64

210.00 5.05

20.15

397.44

826.25 (2.74)

0.00

1220.95

81.54 13.86 40.00

1085.55

1220.95

( In Rs.)1.006.34 5.08

INCOMEGross Sales Less : Excise Duty

Net Sales

Other IncomeInterest (Expenditure) / Income

Total Income

EXPENDITURE

Materials Consumed Salaries, Wages, Bonus, Gratuity, etcOther ExpensesDepreciationAmortisation of Intangible Assets

Total Expenditure

PROFIT BEFORE TAX & EXTRA-ORDINARY ITEMS

EXPENDITUREVRS - Compensation

PROFIT BEFORE TAX & AFTEREXTRA-ORDINARY ITEMS

Provision for Income TaxProvision for Fringe Benefit TaxDeferred Tax Liability

PROFIT AFTER TAX

Profit Brought ForwardPrior Year AdjustmentsTransfer on Amalgamation (refer Notes on Accounts : B.(1))

PROFIT AVAILABLE FOR APPROPRIATION

APPROPRIATIONSDividendDividend Tax Transfer to General ReserveProfit Carried to Balance Sheet

TOTAL

Earnings per shareNominal value of shareBasicDiluted

The Schedules referred to above Accounting Policies and the Notes thereon form an integral part of the Profit and Loss Account.






Membership No.021848





31

Place Date



32

Schedules To Balance Sheet and Profit and Loss Account as at 31st March 2010

31.03.10 PARTICULARS

(Rs. In Million)

1 SHARE CAPITAL

AUTHORISED CAPITAL21,50,00,000 Equity Shares of Re.1/- each

55,00,000 12% Cumulative Redeemable Preference Shares of Re.10/- each30,00,000 5% Redeemable Preference Shares of Re.10/- each

ISSUED, SUBSCRIBED AND PAID UP CAPITALFULLY PAID UP7,81,59,043 Equity Shares of Re.1/- each issued and subscribed(Out of the above 4,87,50,000 Shares were issued asBonus Shares by Capitalization of Reserves)

Share Capital Suspense Account [Refer Notes on Accounts : B.(1)]7,62,600 Equity Shares of Re.1/- each to be issued

PARTLY PAID UP15197 Shares @ Rs.0.15 per Share

2 RESERVES AND SURPLUS

CAPITAL RESERVEShare of reserve on account of revaluation of assetsof a firm in which the Company is a partnerAdd: Reserve on Amalgamation [Refer Notes on Accounts : B.(1)] CAPITAL REDEMPTION RESERVESTransfer on Amalgamation [Refer Notes on Accounts : B.(1)] SHARE PREMIUM ACCOUNTAs per the last Balance SheetAdd: Call money amount received during the year Transfer on Amalgamation [Refer Notes on Accounts : B.(1)] STATUTORY RESERVE: (AS PER RBI NORMS)Transfer on Amalgamation [Refer Notes on Accounts : B.(1)]

GENERAL RESERVEAs per the last Balance SheetAdd: Transfer from Profit and Loss Account Transfer on Amalgamation [Refer Notes on Accounts : B.(1)] SURPLUSBalance as per Last Balance Sheet Add :Profit during the year Less:Appropriations during the year

31.03.09

100.00

0.00 0.00

100.00

60.00

0.00

2.7362.73

29.65

0.00

173.29

0.00

616.94

1085.55 1905.43

215.00

55.00 30.00

300.00

78.16

0.76

0.00 78.92

181.41

0.00

440.79

5.49

753.50

1121.90 2503.09

29.65 151.76

173.29 216.09

51.41

616.94 56.00 80.56

1085.55 261.70 225.35

29.65 0.00

173.29 0.00 0.00

576.94 40.00

0.00

826.25 394.70 135.40


31.03.10 31.03.09 PARTICULARS

(Rs. In Million)

3. SECURED LOANS

4. UNSECURED LOANS Inter Corporate Deposit

5. DEFERRED TAX LIABILITY / (ASSETS)

As per the last Balance SheetAdd / Less - for the Year

0.95

0.95

(4.83)26.6021.77

-

-

(24.98)20.15(4.83)

6. FIXED ASSETS

GROSS BLOCK DEPRECIATION

Description of Assets

Asat

01/04/09

During the year

Additions Deductions

Asat

31/03/10

Asat

01/04/09

Land

Buildings

Plant&Machinery

Furniture&OfficeEquipments

Motor Vehicle

Canteen Equipments

Grand Total

Previous Year

23.29

198.06

1,198.72

101.27

5.72

2.21

1,529.28

1,345.66

47.64

1.12

63.03

9.25

0.03

0.00

121.07*

226.15

0.00

0.00

1.89

7.94

0.05

0.00

9.88

42.53

70.93

199.19

1,259.87

102.58

5.70

2.21

1,640.47

1,529.28

0.00

110.64

724.29

71.58

3.30

1.41

911.22

863.52

0.00

7.93

77.25

8.82

0.43

0.15

94.57

79.52

0.00

0.00

1.84

7.71

0.04

0.00

9.59

31.81

0.00

118.57

799.70

72.69

3.69

1.55

996.20

911.23

70.93

80.61

460.17

29.90

2.01

0.66

644.27

618.05

23.29

87.43

474.43

29.69

2.41

0.80

618.05

482.14

During the year


Asat

31/03/10

Asat

31/03/10

Asat

31/03/09

NET BLOCK

- -


33

Note : Addition include asset taken over on amalgamation Refer notes on accounts : B(1)


34


PARTICULARS

(Rs. In Million)

7. INVESTMENTS (AT COST)

LONG TERM

NON-TRADE QUOTED EQUITY SHARES (FULLY PAID)

Lakshmi Machine Works Ltd

State Bank of India

HDFC Bank Limited

HDFC Limited

Magna Electro Castings Ltd

Rajshree Sugars & Chemicals Ltd

Pricol Ltd

L.G.Balakrishnan & Bros.Ltd.

LGB Forge Limited

Treadsdirect Limited

Elgi Rubber Company Ltd

Total[A]

NON-TRADE UNQUOTED EQUITY SHARES (FULLY PAID)

Coimbatore Pvt.Industrial Estates Ltd.

The Mill Officers Co-Op Housing Colony

Ltd.,Ahmedabad

Elgi Securities Ltd

Total[B]

INVESTMENT IN SUBSIDIARY COMPANIES

-ATS Elgi Limited(Fully Paid)

-ELGI GULF-(FZE)

-Elgi Equipments (Zhejiang) Limited-(China) (Share 100%)

-Elgi Compressors Trading (Shanghai) Co.,Ltd.-(China) (Share 100%)

-SA Belair -(France) (Share 100%)

-Adisons Precision Instruments Mfg.Co. Ltd.

-Equity Shares (Fully Paid)

-Equity Shares (Partly Paid-Rs.2Paid)

Total[C]

INVESTMENT IN JOINT VENTURE

Elgi Sauer Compressors Ltd[Share 26%]

Total[D]

INVESTMENT IN PARTNERSHIP FIRMS

L.G.Balakrishnan & Bros (Share 98%)

Elgi Services (Share 80%)

Total[E]

Grand Total -[A+B+C+D+E]

50

360

500

2400

80000

229000

94245

1248

12480

2182000

1091000

0

5

99300

90000

1

42550

49000

169000

10.00

10.00

10.00

10.00

10.00

10.00

1.00

10.00

1.00

1.00

1.00

1000.00

50.00

10.00

10.00

10.00

10.00

0.01

0.12

0.01

0.03

1.25

7.55

0.54

0.02

0.01

5.30

2.65

17.49

0.00

0.00

0.99

0.99

180.90

1.78

55.66

22.75

44.98

16.87

0.10

323.04

1.69

1.69

124.00

0.40

124.40

467.61

50

300

500

2400

80000

229000

94245

12480

12480

2182000

1091000

77

5

99300

90000

1

42550

49000

0.01

0.12

0.01

0.03

1.25

7.55

0.54

0.02

0.01

5.30

2.65

17.49

0.00

0.00

0.99

0.99

180.90

1.78

41.50

0.00

0.00

16.87

0.10

241.15

1.69

1.69

124.00

0.40

124.40

385.72

No. ofShare / Units

Face Valueper Share / Unit 31.03.10

No. ofShare / Units

31.03.09

[Total Cost of Quoted Securities Rs.17.49 million (Previous year Rs.17.49 million) andTotal Market value of quoted Securities Rs.51.53 million (Previous year Rs.34.66 million)]

ELGI EQUIPMENTS LIMITED


31.03.10 31.03.09 PARTICULARS

(Rs. In Million)

8. CURRENT ASSETS, LOANS AND ADVANCES

a) INVENTORIES

Raw Materials and Components

Work-in-progress

Finished Products

Consumables Spares and Stores

Loose tools

b) SUNDRY DEBTORS

(Unsecured and considered good)

Debts outstanding for a period exceeding 6 months

Other Debts

c) CASH AND BANK BALANCES

Cash on Hand

With Scheduled Banks

-in Current Accounts

-in Deposit Accounts

(Includes Rs.11.59 million (Previous year

Rs.11.49 million) with bank as margin money

d) OTHER CURRENT ASSETS

Interest accrued

e) LOANS AND ADVANCES


Advances and Loans to Subsidiaries

-Corporate Loan

-Rent advance

Advances recoverable in cash or

in kind or for value to be received.

Loans to Companies

Others

Prepaid Expenses

Advance Payment of Income Tax

Security and Other Deposits

Income/Refund receivable

356.21

80.93

131.56

4.36

19.36

592.42

69.41

642.18

711.59

0.14

89.67

931.59

1021.40

11.74

11.74

0.00

2.50

114.04

299.16

6.99

796.97

24.31

42.76

1286.73

392.80

85.57

93.94

3.14

15.54

590.99

96.22

603.24

699.46

0.11

73.93

81.49

155.53

3.24

3.24

25.00

2.50

0.65

132.11

6.42

523.74

30.78

12.79

733.99

ANNUAL REPORT 2007-08

35


31.03.10 31.03.09 PARTICULARS

83.11

69.05 284.22

9.29 90.35

2.71 538.73

488.96 17.76 81.54 13.86

106.68

708.80

15.68 4.90 6.84

13.74

1.31 1.08

12.94 4.72

0.70 9.88

27.91

58.54

12.93

12.93

1.50 11.43

305.54 77.76

184.27 567.57

2978.83

(Rs. In Million)

9. CURRENT LIABILITIES AND PROVISIONS

a) CURRENT LIABILITIES

Acceptances Sundry Creditors

Micro, Small and Medium Enterprises Others

Due to Subsidiary Companies Advance and Deposits from Customers and Others

Unclaimed Dividends

b) PROVISIONS

Income Tax Fringe Benefit Tax Proposed Interim Dividend Provision for Dividend Tax Provision for Employee Benefits

10. MISCELLANEOUS EXPENDITURE

Intangible Assets Opening Balance Add: Addition during the year Less: Amortised during the year

11. OTHER INCOME

Profit on Sale of Assets Profit on Sale of Investments Royalty Receipts Rent Receipts (TDS Rs.1.04 million) (Previous Year Rs.1.39 million) Dividend Receipts Others Gain on Exchange Fluctuation

12. INTEREST (EXPENDITURE)/INCOME

Interest Receipts (TDS-Rs. 1.77 million)(Previous Year Rs.1.89 million)

Less:Interest ExpenditureOthers

13. MATERIALS CONSUMED

Opening Stock -Raw Materials -Semi-Finished Products -Finished Products

(A) Opening Stock Purchases (B)

167.82

104.69 551.45

4.62 295.95

2.98 1127.51

792.82 11.66 97.70 16.60

121.20

1039.98

13.74 8.30 7.40

14.64

0.72 0.00

13.88 4.28

0.93 10.45

0.00

30.26

40.29

40.29

0.00 40.29

392.80 85.57 93.94

572.31 3510.55


36



356.21 80.93

131.56 568.70

3514.16

323.83 3.11

70.50 22.10

7.17 25.29

4.66 43.65

500.31

33.10 47.55 13.20 42.72

30.31 52.64 12.54 11.21 4.31 6.69 9.37

69.47 2.02 4.38

21.81 22.84

0.79 0.14

26.49 65.75 32.65

0.82 10.84 69.16 84.64 96.98

2.94 0.11 0.06 5.65

13.69 0.12

21.17 9.84

826.00

(Rs. In Million)

Closing Stock -Raw Materials -Semi-Finished Products -Finished Products

Closing Stock (C)Materials Consumed (A+B-C)(Material consumed includes Machining Charges ofRs.50.69 million) (Previous Year Rs.42.87 million)

14. SALARIES, WAGES, BONUS, GRATUITY ETC., Salaries and Wages Bonus Performance Pay Profit Share Gratuity Contribution to PF and other Funds Managing Director's Remuneration (Excluding Performance Pay) Welfare Expenses

15. OTHER EXPENSES

Consumption of Stores spares Power,Fuel & Lighting Factory Expenses Tools Consumed Repairs and Maintenance of -Building -Machinery -Other Assets Rent Rates & Taxes Printing & Stationery Postage, Telegrams & Telephones Travelling & Conveyance Subscription, Periodicals & Filing Fees Insurance Donation Legal and Professional Charges Auditors' Remuneration -Audit Fees -Other Services Miscellaneous Expenses After Sales Expense Research & Development Expenses Directors' Sitting Fees Advertisement & Publicity Transport Charges Packing Material Commission & Discount Royalty Payment Service Tax Payments Loss on Sale of Assets Bad Debts Written off Loss on Exchange Fluctuation Assets Condemned & Written-Off Excise duty Payments Bank Charges

31.03.09

392.80 85.57 93.94

572.31 2974.09

286.83 3.25

48.40 28.20

6.48 19.07

4.40 38.53

435.16

26.46 43.74 12.33 41.74

15.43 35.56 12.89

6.11 4.70 7.18 9.91

68.11 1.04 5.52

25.34 18.27

0.41 0.12

35.61 48.11 30.66

0.78 18.61 69.65 76.54 78.63

2.58 0.33 0.13

26.88 0.00 0.00

17.29 12.92

753.58


37

Accounting Policies and Notes on Accounts

A. ACCOUNTING POLICIES

1) Basis for preparation of financial statements

The Company follows accrual method of Accounting. The financial statements have been prepared under the Historical cost convention on the basis of a going concern and in accordance with the accounting standards referred to in the Section 211(3C) of the Companies Act 1956, wherever applicable.

2) Inventories

Inventories have been valued at lower of cost and net realisable value. The cost of inventories has been assigned using the weighted average cost formula.

a) Purchased items - at FIFO - Net of CENVAT and VAT

b) Work-in-Progress - Purchase cost net of CENVAT and VAT plus proportionate overheads

c) Manufactured - at cost excluding items at Factory selling overheads

and VAT d) Trading Items - at cost and net of VAT e) Inventory items - at cost including

at Branches / applicable taxes Foregin Branches and duties.

3) Depreciation

i. Depreciation is charged at the rates specified in Schedule XIV of the Companies Act, 1956 as detailed below:

1. Plant & Machinery - Straight line methodand Vehicles

2. Assets costing less than Rs.5000 year of purchase.

3. All other assets - Written down value method

ii. Where the historical cost of an existing depreciable asset has undergone a change, the change in the cost is amortized over the residual life of the asset.

- Written off in the

4) Research and Development

Revenue expenditure is charged off in the period in which it is incurred. Capital expenditure is capitalised to the extent they have alternative economic use.

5) Revenue recognition

Sales : Sales, which includes excise duty, but excludes VAT, is recognised at the time of shipment of goods from plant or from stock points.

Service income : Service income is recognised on completion of service.


38

Royalty : Royalty is recognised on accrual basis in accordance with the terms of the relevant agreement.

Rent : Rental income is recognised on accrual basis in accordance with te rms o f respec t i ve ren t agreements.

Interest : Interest is recognised on accrual basis taking into account the amount outstanding and the rate applicable.

Dividend : Dividend is recognised and accounted when the right to dividend is established.

6) Fixed Assetsa) Fixed assets are recorded at historical cost of

acquisition, which includes all taxes, duties and other direct expenses incurred up to the stage of commissioning of the asset, net of CENVAT and VAT, wherever applicable.

b) Capital work-in-progress:Capital work in progress consisting of assets under cons t ruc t ion , e rec t ion and commissioning are valued at cost incurred up to the date of Balance Sheet.

c) An asset is considered as impaired in accordance with Accounting Standard 28 on "Impairment of Asset", when at Balance Sheet date there are indications of impairment and the carrying amount of the Asset, or where applicable the cash generating unit to which the asset belongs, exceeds its recoverable amount ( i.e. the higher of the asset's net selling price and value in use). The carrying amount is reduced to the recoverable amount and the reduction is recognized as an impairment loss in the Profit and Loss Account.

7) Foreign Currency Transactions

Transactions in foreign currency are recorded at exchange rate prevailing on the date of the transaction. For transactions settled within the year, exchange variance is charged to Profit and Loss account. Outstanding liabilities and assets are restated at exchange rate prevailing at the end of the year. The resultant exchange variances are recognized in the profit and loss account prepared for the year on a net off basis.

8) Investments

Long term investments are valued at cost and short term investments are valued at cost or fair value whichever is lower.


39

9) Retirement Benefits

a. Provident Fund : Provident Fund contribution is as per the rates prescribed by the Employees Provident Fund Act 1952 and the same is charged to revenue account.

b. Superannuation: Company has an arrangement with Life Insurance Corporation of India for providing Superannuation benefits to employees eligible as per Company's Rules.Company's contribution to the Superannuation Fund is calculated as per agreed terms and provided in the accounts.

c. Leave Salary : Liability for leave encashment has been provided as per actuarial valuation.

d. Gratuity :The Company operates a defined benefit plan for the payment of post employment benefits for its employees in the form of Gratuity fund scheme managed by Life Insurance Corporation of India. The expenses is recognized based on the present value of obligation is determined in accordance with AS-15 (R) on "Employee Benefits".

e. Other short term employee benefits: All the other short term employee benefits such

as profit sharing, performance pay etc are measured and provided on actual basis.

10) Borrowing Cost

Borrowing cost includes:

a) Interest and Commitment charges on bank borrowings and other short term and long term borrowings.

b) Amortization of ancillary costs incurred in connection with the arrangement of borrowings.

c) Finance charges in respect of assets acquired under finance leases or under other similar arrangements.

d) Exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

11) Deferred Tax

Deferred Tax liability/assets are accounted for in respect of all timing differences, as per (AS) 22.

1) Amalgamation of Elgi Industrial Products Ltd. with the company

a) In accordance with the scheme of amalgamation approved by the Honorable High Court of Madras vide its order dated 24th Sep 2010 the entire undertaking of Elgi Industrial Products Ltd. (EIPL) with all its assets liabilities and reserves stand transferred to and vested in the company as a going concern with effect from 01/04/2009. The Amalgamation has been accounted under the "Pooling of Interest Method" as per accounting standards 14 - Accounting for Amalgamation issued by Institute of Chartered Accountants of India

b) Consequent to the above 7,62,600 Equity shares are proposed to be issued to the shareholders of EIPL as per the Scheme of Amalgamation.

c) In view of this amalgamation of the company by the High Court Order, the figures for the current year are not comparable with that of the previous year

2) Estimated amount of contracts remaining to be executed on capital account is Rs.1.16 million (previous year Rs.8.80 million).

3) Contingent Liabilities not provided for

31.03.2010(Rs. In Million)


Particulars

a) Guarantees and Letter of Credit

b) Uncalled liability in respect of Partly paid shares

86.14

0.39

108.34

0.39

B. NOTES ON ACCOUNTS

5) Details of Investment in Partnership Firms : (Rs. In Million)

Name of the Firm

L.G.Balakrishnan & Bros.

Elgi Services

Name of the Partner

Elgi Equipments Ltd

Elgi Ultra Industries Ltd

Elgi Equipments Ltd

Elgi Ultra Industries Ltd

Capital

Invested

124.00

2.50

0.40

0.10

Share %

98.00

02.00

80.00

20.00

Capital

Invested

124.00

2.50

0.40

0.10

Share %

98.00

02.00

80.00

20.00

31.03.2010 31.03.2009

Name of

the Statute

Sales Tax

Central Excise

Nature of

the dues

LST& Penalty

CST & Penalty



Demand

Amount

8.49

17.58

7.59

3.16

Amount

Paid/Adj.

8.51

17.58

0.00

0.17

Forum where

Dispute is Pending

Sales Tax Appellate

Tribunal (AB),Cbe.

Dy.Commnr.Appeals

Tribunal

The Company has filed appeals with the appropriate authorities of Central Excise and Sales Tax Departments against their claims.

4) Claims against the Company not acknowledged as debts: (Rs.In Million)


40

6) As per the profit share scheme effective from 01.04.05 which is available to employees below the level of officers, a sum of Rs 22.10 million has been provided under head of Salaries, wages, bonus and gratuity (previous year Rs 28.20 million )

7) Rent includes Rs.0.12 million paid to Subsidiary Company, M/s. Adisons Precision Instruments Manufacturing Company Limited. (Previous year Rs.0.12 million)

8) The Company has been exempted by the Ministry of Corporate Affairs under section 211 (4) vide letter No. 46/40/2010-CL-III Dt. 12/3/2010 from furnishing information under para 3(i) (a) and 3 (ii) (a) (1) & (2) of part II of Schedule VI to the Companies Act ,1956 for the year ended 31/03/10.

9) a) The Company has been exempted by the Ministry of Corporate affairs vide letter No, 47/79/2010-CL-III Dt. 24/02/2010 from publishing annual accounts of its following Subsidiary Companies as required under Section 212(8) of the Companies Act,1956.

1. Adisons Precision Instruments Mfg.Co.Limited, Coimbatore, India

2. Elgi Equipments Zhejiang Limited, China

3. Elgi Gulf (FZE), Sharjah, UAE.

4. Elgi Compressors Trading (Shanghai ) Co. Ltd. (China)

b) The Company has been exempted by the Ministry of Corporate affairs vide letter No, 47/79/2010-CL-III Dt. 07/05/2010 from publishing annual accounts of its following Subsidiary Company as required under Section 212(8) of the Companies Act,1956.

1. SA Belair - France

However the Company undertakes that the annual accounts of the Subsidiary Companies and the related detailed information will be made available to the Holding and Subsidiary Companies investors seeking such information at any point of time. The annual accounts of the Subsidiary Companies are kept open for inspection by any investor at the registered office of the Holding and Subsidiary Companies.

10) Balances in the accounts of Sundry Debtors, Sundry Creditors, Security and Other Deposits have been reconciled wherever letters of confirmation have been received and necessary effect has been given in the accounts.

a) The Principal amount due to Supplier under the act b) Interest accrued and due to Suppliers on the above amount (other than Section 16)

c) Interest paid to suppliers under the act,(Section16) d) Interest due & payable for delay (for payments during the year beyond due date.)

e) Payment made to suppliers (other than interest) beyond the appointed day, during the year

g) Interest accrued and remaining unpaid at the end of year to suppliers under the Act

f) Interest due and payable to suppliers under the Act for payments already made.

S 22 (i)

S 22 (i)

S 22 (ii)

S 22 (iii)

S 22 (iii)

S 22(iv)

S 22(v)

49.76

Nil

Nil

Nil

Nil

Nil

Nil

28.29

Nil

Nil

Nil

Nil

Nil

Nil

Section 31.03.2010

(Rs.In Million)31.03.2009

(Rs.In Million)


41

11) Micro, Small & Medium Enterprise under the Micro, Small & Medium Enterprise Development Act2006 have been determined based on the information available with the Company and the required disclosures are given below:

Note:

This information has been given in respect of vendors to the extent they could be indentified as "Micro and Small enterprises "on the basis of information available with the Company. 12) Details of security given for borrowing:

Borrowing

Open Loan, Demand Loan and

Packing Credit from Banks.

Details of Security

First Charge over specific fixed assets of the company along with Land and Building at Singanallur, Coimbatore and over the entire Current Assets of the Company

13) Details of Directors' Remuneration:

a) Computation of Net Profit in accordance with Section 349 of the Companies Act 1956.

Net Profit as per Profit & Loss Account ADD: Managing Director’s Remuneration Director’s Remuneration Sitting Fees

Less: Capital profit on sale of assets Profit on sale of Investments

Net Profit u/s 198Maximum remuneration payable to MD @5%Remuneration Actually Paid

31.03.2010(Rs.In Million)

6.07-

0.82

0.720.00


942.27

6.89949.16

0.72

948.4447.42

6.07

632.64

6.00-

0.78639.42

1.311.08

637.0331.85

6.00

b) Managerial Remuneration :31.03.2010


(Rs.In Million)

Salary,House rent allowance

Other allowances

Performance Pay* Contribution to Superannuation and PF Total

3.97

0.19

1.41

0.50

6.07

3.77

0.17

1.60

0.46

6.00

Dr.Jairam VaradarajManaging Director


42

* Performance Pay pertaining to 08-09

Provision for gratuity not considered since the amount is not ascertainable individually under the LIC Group Gratuity Cash Accumulation Scheme.

14) The Company has adopted the Revised Accounting Standard 15 in respect of defined benefit plan(Gratuity)

1.PRINCIPAL ACTUARIAL ASSUMPTIONS (Expressed as weighted averages Discount Rate Salary escalation rate Attrition rate Expected rate of return on Plan Asset

In the following tables, all amounts are in Rupees, Unless otherwise stated.

II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO)- RECONCILIATION OF OPENING AND CLOSING BALANCES: PVO as at the beginning of the period Interest Cost Current service cost Past service cost -(non vested benefits) Past service cost - (vested benefits) Benefits paid Actuarial loss/(gain) on obligation (balancing figure) PVO as at the end of the period 48.3243.69

III. CHANGES IN THE FAIR VALUE OF PLAN ASSETS- RECONCILITION OF OPENING AND CLOSING BALANCES: Fair value of plan assets as at the beginning of the period Expected return on plan assets Contributions Benefits period Actuarial gain/(loss) on plan assets (balancing figure) Fair value of plan assets as at the end of the period

IV.ACTUAL RETURN ON PALAN ASSETS Expected return on plan assets Actuarial gain (loss) on plan assets Actual return on plan assets

Gratuity(Funded)Rs. Millions

31/03/2010 31/03/2009

8.50%8.00%3.00%9.30%

43.693.224.47

--

-5.772.71

48.32

38.603.496.08

-5.780.36

42.76

3.480.363.85

7.90%6.50%3.00%9.00%

41.993.074.17

--

-8.362.82

43.69

35.383.178.01

-8.360.41

38.61

3.170.413.58


43

V. ACTUARIAL GAIN / LOSS RECOGNIZED Actuarial gain / (loss) for the period - Obligation Actuarial gain / (loss) for the period - Plan Assets Total (gain) / loss for the period Actuarial (gain) / loss recognized in the period Unrecognized actuarial (gain) / loss at the end of the year

VI. AMOUNTS RECOGNISED IN THE BALANCE SHEET AND RELATED ANALYSES Present value of the obligation Fair value of plan assets Difference Unrecognized tranditional liability Unrecognized past service cost- non vested benefits Liability recognizes in the balance sheet

VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS: Current service cost Interest Cost Expected return on plan assets Net actuarial (gain) /loss recognized in the year Transitional Liability recognized in the year Past service cost - non- vested benefits Past service cost - vested benefits Effect of the limit under para 59 (b) Expenses recoginized in the statement of profit and loss

VIII. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET. Opening net liability Expense as above Contribution paid Closing net liability

IX. AMOUNT FOR THE CURRENT PERIOD Present Value of obligation Plan Assets Surplus (Deficit) Experience adjustments on plan liabilities- (loss) / gain Experience adjustments on plan assets - (loss) /gain

X.MAJOR CATEGORIES OF PLAN ASSETS ( AS PERCENTAGE OF TOTAL PLAN ASSETS) Government of India Securities State Government Securities High Quality Corporate Bonds Equity shares of listed companies Property Special Deposit Scheme Funds managed by insurer Others ( to specify ) Total

Gratuity(Funded)Rs. Millions

31/03/2010 31/03/2009

-2.710.362.352.35

-

48.3242.76

5.56--

5.56

4.473.22

-3.492.35

----

6.56

5.086.56

-6.095.56

48.3242.76-5.560.260.36

0.00%0.00%0.00%0.00%0.00%0.00%

100.00%0.00%

100.00%

-2.820.412.412.41

-

43.6938.61

5.08--

5.08

4.173.08

-3.172.41

----

6.48

6.616.48

-8.015.08

43.6938.61-5.08-2.820.41

0.00%0.00%0.00%0.00%0.00%0.00%

100.00%0.00%

100.00%

CommissionTravelling ExpensesOther ExpensesTOTAL

19.3419.0013.1451.48

11.5118.8711.3841.76



Particulars

15) Expenditure in Foreign Currency:

22) Earning Per Share:

Net ProfitWeighted average Number of Shares OutstandingNominal Value Per Share (in Rs)Basic Earnings Per Share (in Rs)Number of Shares after dilution (when partly paid shares become fully paid shares)Diluted Earning Per Share (in Rs)

Particulars

As on 31.03.2010

(Rs. In Million)

As on 31.03.2009

(Rs. In Million)

Raw Materials and ComponentsMachinery SparesCapital GoodsTraded Goods

375.63 10.04 16.65

108.47

381.26 3.26

153.41 90.67

31.03.2010(Rs.In million)

31.03.2009(Rs.In million)Particulars

16) CIF value of Imports:


44

18) Raw materials and Stores Consumption:

20) Installed Capacity / Actual Production (Quantity in Numbers):

ParticularsInstalled Capacity

Air Compressors 32500 2667732500 24408

31.03.2010 31.03.2009 31.03.2010 31.03.2009

Production

19) R&D Expenses

Particulars

Capital R&DSalaries & WagesR&D MaterialsMaintenanceOther ExpensesTotal

31.03.2010 31.03.2009

6.3738.2032.65

0.869.29

87.37

4.7127.6030.66

0.567.45

70.98

Particulars31.03.2010 31.03.2009

ImportedIndigenous Total

498.463048.803547.26

442.362558.193000.55

14.0685.95

100.00

(Rs.In Million) %

14.7485.26

100.00

(Rs.In Million) %

(Rs.In Million) (Rs.In Million)

17) Earnings in Foreign Exchange calculated on FOB basis:

Particulars31.03.2010


(Rs.In Million)

Direct ExportsIndirect Exports

689.77212.87

933.01170.36

21) Turnover:

Particulars

Air CompressorsOthersTotal

31.03.2010 31.03.2009

26987116

27103

5755.5156.04

5811.55

25900104

26004

4722.9888.88

4811.86

Quantity (In Nos)

Value (Rs.In Million)

Quantity (In Nos)

Value (Rs.In Million)

While the accounts of R&D department are maintained separately, for the purpose of presentation, the administrative and other expenses are clubbed along with other functional head of expenses and presented in the Profit and Loss Account.

551.7978.92

1.006.99

78.92

6.99

397.4462.73

1.006.34

78.17

5.08

23) Accounting Standard (AS) 18, Related Party Disclosures (Rs. In Million)

Subsidiaries Key Management Personnel

9.39

64.69

18.57

6.88

0.00

0.50

44.98

0.00

42.77

0.00

10.15

51.59

0.13

20.13

25.00

4.18

241.15

0.00

3.25

3.31

Particulars31/03/10 31/03/09 31/03/10 31/03/09 31/03/10 31/03/09

303.52

61.29

1.96

1.14

10.00

3.42

0.00

0.00

7.98

2.08

148.26

0.75

2.54

0.00

0.00

0.00

0.00

0.00

22.18

4.50

-

-

-

-

-

-

-

6.07

-

-

-

-

-

-

-

-

-

6.00

-

-

Purchase of goods

Sale of goods

Receiving of services

Providing of services

Finance

Interest Received

Investments

Remuneration

Balance (Receivable)

Balance (Payable)

Associates & Joint Venture


45

Note:

Names of related parties and description of relationship:

1. Holding Company

2. Subsidiaries

3. Fellow Subsidiaries

4. Associates

5. Joint Venture

6. Key Management Personnel

Elgi Equipments Limited

Adisions Precision Instruments Manufacturing Company LimitedATS Elgi Limited ELGI-GULF (FZE).Elgi Equipments Zhejiang Limited (China). Elgi Compressors Trading (Shanghai) Co.Ltd (China).SA Belair - France

Nil

a. Elgi Ultra Industries Limited.b. Treadsdirect Limited.c. Elgi Rubber Company Ltd.d. L.G.Balakrishnan & Bros Limited.e. Ellargi & Co.f. Elgi Services.g. LG.Balakrishnan & Bros .

Elgi Sauer Compressors Limited.

Dr.Jairam Varadaraj , Managing Director

24) The under noted companies constitute the "Group" in terms of Regulation 3(1) (e)( i ) of SEBI Substantial (Acquisition of Shares & Takeovers) Regulation,1997,as amended,with effect from 09.09.2002.

a) Elgi Ultra Industries Limited

b) Treadsdirect Limited

c) Elgi Rubber Company Limited.

d) L.G.Balakrishnan & Bros.Limited

e) Elgi Securities Limited

f) Dark Horse Portfolio Investments Limited

g) Madura Public Conveyance Private Limited

h) Premier Industrial Drives Private Limited

i) Elgi Sauer Compressors Limited.


46

25) STATEMENT IN PURSUANCE OF SECTION 212 OF THE COMPANIES ACT, 1956

1. Name of the Subsidiary Company

2. Financial Year of the Subsidiary Ended on

3. Holding Company's interest in the Subsidiary

4. Net aggregate amount of the Profit/Loss of the Subsidiary not dealt within the Holding Company's Account

a) For the current financial year of the Subsidiary Company (Rs. in Million)

b) For the previous financial year of the Subsidiary Company (Rs. in Million)

5. Net aggregate amount of the Profit/Loss of the Subsidiary dealt within the Holding Company's Accounts

a) For the current financial year of the Subsidiary Company

b) For the previous financial years of the Subsidiary Company

ATS Elgi Limited

31st March 2010

90,000EquityShares of Rs 10 each(100%)

50.70

16.91

Nil

Nil

Adision Precision Instruments Mfg.Co.Limited

31st March 2010

91,550 Equity Shares of Rs 10 each (100%)

0.01

0.05

Nil

Nil

ELGI-GULF (FZE)

31st March 2010

One Share of INR Rs 17,77,500(100%)

6.68

1.08

Nil

Nil

Elgi Equipments ZHEJIANG Limited

31st March 2010

CapitalInvested(100%) INR

(33.83)

Nil

Nil

Nil

Elgi Compressors Trading(Shanghai)Co.Limited

31st March 2010

CapitalInvested(100%) INR

(4.93)

Nil

Nil

Nil

SA Belair - France

31st March 2010

CapitalInvested (100%) INR

(0.49)

Nil

Nil

Nil


47

Cash Flow Statement

Particulars

A.CASH FLOW FROM OPERATING ACTIVITIES:Net Profit Before TaxAdd: Prior Year Adjustments

Adjustments for:DepreciationAssets Condemned and Written off(Profit)/Loss on sale of assetsDeferred Revenue expenditure(Profit)/Loss on sale of Investments(Profit)/Loss on sale of Auctionable claimsBad debts written offInterest and Bank Charges PaidDividend ReceivedInterest ReceivedOperating Profit Before Working Capital ChangesAdjustments for:Trade and Other ReceivablesInventoriesDeferred Revenue ExpenditureTrade PayablesCash Generated From Operations

Cash Generated from OperationsBank Charges PaidDirect Taxes Paid

Net Cash From Operating Activities

B.CASH FLOW FROM INVESTING ACTIVITIESPurchases of Fixed AssetsSale of Fixed AssetsPurchase of InvestmentsSale of InvestmentsLoans to CompaniesInterest ReceivedDividend ReceivedNet Cash Used in Investing Activities

C.CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Issue of Share CapitalProceeds from Issue of Share PremiumProceeds from Short Term BorrowingsInterest PaidDividend Paid

31.03.2010

882.19

73.09955.28

401.53 1356.81

(291.64)

1065.17

(130.10)2.07

(81.89)0.00

(113.39)40.29

0.93 (282.09)

16.19 216.09

0.95 0.00

(150.44)

31.03.2009

629.90

121.99 751.89

(272.91)478.98

(194.62)

284.36

(218.25)1.69

(44.98)1.08

75.50 12.93

0.70 (171.33)

0.00 0.00 0.00

(1.50)(44.04)

(Rs. In Million)

882.20 (0.01)

91.96 0.12

(0.66)7.40 0.00 0.00 5.65 9.84

(0.93)(40.29)

(465.63)(1.43)(8.30)

876.89

(9.84)(281.80)

(A)

(B)

(C)(A+B+C)

632.64 (2.74)

79.52 10.22 (1.18)

6.84 (1.08)

0.00 26.88 14.42 (0.70)

(12.93)

195.39 (10.77)

(4.90)(452.63)

(12.92)(181.70)

Note:Figures within Bracket denote Cash Outflow.


Coimbatore 28.10.2010









Net Cash Used in Financing Activities

NET INCREASE IN CASH AND CASH EQUIVALENTS

OPENING BALANCE OF CASH AND CASH EQUIVALENTS

CLOSING BALANCE OF CASH AND CASH EQUIVALENTS

82.79

865.87

155.53

1021.40

(45.54)

67.49

88.04

155.53


48

Balance Sheet Abstract and Company's General Business Profile

I. Registration Details

Registration No. State Code Balance Sheet Date

II.Capital raised during the year (Rs. In Thousands)

Public Issue - (Final Call Money on Party paidup shares) Warrant conversion application money received Bonus issue Private Placement

III.Position of mobilisation and deployment of funds(Rs. In Thousands)

Total Liabilities Total Assets Sources of Funds: Paid up capital Reserves and Surplus Deferred Tax Liabilities Unsecured Loan Application of Funds: Net Fixed Assets Investments Net Current Assets Miscellaneous Expenditure

IV.Performance of Company (Rs. In Thousands)

Turnover Total Expenditure Profit/(Loss) before tax Profit/(Loss) after tax Earning per share (Rs.) Dividend Rate (%)

V.Generic Names of Three Principal Products of Company (as per Monetary terms)

Item Code No.(ITC Code) Product Description Item Code No.(ITC Code) Product Description

00035118

31.03.10

15435.19NilNilNil

2,604,735.382,604,735.38

78,923.922,503,093.45

21,768.02950.00

666,089.72467,615.85

1,456,387.3314,642.48

5,882,102.864,999,903.02

882,199.84551788.31

6.99200

841440.30Screw Compressor

841440.10Reciprocating Compressor











Auditors' Report

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2009-10

49

REPORT TO THE MEMBERS OF ELGI EQUIPMENTS LIMITED

1) We have audited the attached Consolidated

Balance Sheet of M/s Elgi Equipments Limited,

Coimbatore, "the Company" and it's Subsidiaries

and Joint Venture constitute "the Group" as at

31st March 2010, the consolidated profit and

loss account for the year ended on that date and

the consolidated cash flow statements for the

year ended on that date annexed thereto. These

consolidated financial statements are the

responsibility of the Elgi Equipments Ltd's

management. Our responsibility is to express our

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. We did not audit the financial statements of four Subsidiary Companies M/s Elgi Equipments (Zhejiang) Ltd-China, M/s Elgi Compressors Trading (Shanghai) Co.Ltd-China, Elgi Gulf (FZE)-UAE and M/s Belair SA-France. These financial statements and other information of the

subsidiaries have been audited by other auditors whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of those subsidiaries, is based solely on the report of other auditors.

4. Further we report that:

i) The consolidated financial statements have been prepared by the Company's Management in accordance with the requirements of Accounting Standard (AS-21), on Consolidated Financial Statements, and Accounting Standards (AS-27) on Financial Reporting of interests in Joint Ventures, issued by the Institute of Chartered Accountants on India, on the basis of the Individual financial statements of the Elgi Equipments Ltd and its subsidiaries included in the consolidated financial statements.

ii) Based on our audit and in consideration of the separate audit reports on individual audited financial statements of the subsidiaries of Elgi Equipments Ltd, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Consolidated Balance Sheet, of the state of the Affairs of the "Group" as at 31st March 2010;

b) In the case of the Consolidated Profit and Loss Account, of the profit of the "Group" for the year ended on that date; and

c) In the case of Consolidated Cash Flow Statement, of the cash flows of the "Group" for the year ended on that date.



R.JayachandranPlace: Coimbatore Partner Date: 28.10.2010 Membership No.021848


50

Balance sheet as at 31st March 2010


I SOURCES OF FUNDS



3) Deferred Tax Liability

Total

II APPLICATION OF FUNDS1) Goodwill2) Fixed Assets: a) Gross Block b) Less: Depreciation c) Net Block d) Capital Work in progress

3) Investments

4) Deferred Tax Assets



Net Current Assets

6) Miscellaneous Expenditure: (to the extent not written off or adjusted) Intangible Assets

Total

12

34

5

6

7

5

8

9

10

(A)

(B)

(A-B)

(Rs. In Million)

2632.15

27.57 17.44

2677.16

18.12

688.84 21.85

142.99

0.00

1773.41

31.95

2677.16

62.73 1934.19

0.00 0.00

1580.94 925.84

704.54 814.30 245.67

4.64 756.74

2525.89

627.39 744.55

1371.94

78.92 2553.23

26.62 0.95

1726.68 1037.84

810.01 906.64

1191.84 22.19

1339.53 4270.21

1365.88 1130.92 2496.80

1996.92

0.00 0.00

1996.92

0.00

655.10 11.34

142.99

3.91

1153.95

29.63

1996.92

The Schedules referred to above Accounting Policies and the Notes thereon form an integral part of the Balance Sheet.












51



1112

131415

(A)

(B)

(A-B)

(C)

(A-B-C)

7141.14 371.57

6769.57

37.58 43.92

6851.07

4086.30 642.18 993.43

97.13 10.51

5829.55

1021.52

81.08

940.44

339.87 21.34

0.00

579.23

1118.43 (0.01)

(290.08)

1407.57

144.75 24.60 56.00

1182.22

1407.57

( In Rs.)1.00 7.34 7.34

5955.39 424.58

5530.81

59.29 8.48

5598.58

3435.09 528.93 890.07

82.74 7.68

4944.51

654.07

0.00

654.07

219.11 20.68

6.86

407.42

849.13 (2.72)

0.00

1253.83

81.54 13.86 40.00

1118.43

1253.83

( In Rs.)1.00 6.49 5.21


Net Sales


Total Income

EXPENDITURE

Materials Consumed Salaries, Wages, Bonus, Gratuity, etcOther ExpensesDepreciationAmortisation of Intangible Assets

Total Expenditure


EXPENDITUREVRS - Compensation


Provision for TaxDeferred Tax LiabilityFringe Benefit Tax

PROFIT AFTER TAX

Profit Brought ForwardPrior Year AdjustmentsTransfer on Amalgamation (refer Notes on Accounts : B.(1))


APPROPRIATIONSDividendDividend Tax Transfer to General ReserveProfit Carried to Balance Sheet

TOTAL

Earnings per shareNominal value of share BasicDiluted

The Schedules referred to above Accounting Policies and the Notes thereon form an integral part of the Profit and Loss Account.












52



(Rs. In Million)

1 SHARE CAPITAL

AUTHORISED CAPITAL21,50,00,000 Equity Shares of Re.1/- each

55,00,000 12% Cumulative Redeemable Preference Shares of Re.10/- each30,00,000 5% Redeemable Preference Shares of Re.10/- each

ISSUED, SUBSCRIBED AND PAID UP CAPITALFULLY PAID UP7,81,59,043 Equity Shares of Re.1/- each issued and subscribed(Out of the above 4,87,50,000 Shares were issued asBonus Shares by Capitalization of Reserves)

Share Capital Suspense Account [Refer Notes on Accounts : B.(1)] 7,62,600 Equity Shares of Re.1/- each to be issued

PARTLY PAID UP15197 Shares @ Rs.0.15 per Share

2 RESERVES AND SURPLUS

CAPITAL RESERVEShare of reserve on account of revaluation of assetsof a firm in which the Company is a partnerAdd: Reserve on Amalgamation [Refer Notes on Accounts : B.(1)] Capital Redemption ReservesTransfer on Amalgamation SHARE PREMIUM ACCOUNTAs per the last Balance SheetAdd: Call money amount received during the year Tranfer on Amalgamation [Refer Notes on Accounts : B.(1)] Statutory Reserve: (As Per RBI Norms)Transfer on Amalgamation [Refer Notes on Accounts : B.(1)]

GENERAL RESERVEAs per the last Balance SheetAdd: Transfer from Profit and Loss Account Tranfer on Amalgamation [Refer Notes on Accounts : B.(1)] Add: Exchange fluctuation Reserve

Less: Loss incurred by subsidiary after the acquisitionSURPLUSBalance as per Last Balance Sheet Add :Profit during the year Less:Appropriations during the year

31.03.09

100.00

0.00

0.00

100.00

60.00

0.00

2.73

62.73

29.65

0.00

173.29

0.00

612.82

1118.43 1934.19

215.00

55.00

30.00

300.00

78.16

0.76

0.00

78.92

181.41

0.00

440.79

5.49

743.32

1182.22 2553.23

29.65 151.76

173.29 216.09

51.41

618.94 56.00 80.56

755.50 (4.16)

751.34 8.02

1118.43 289.14 225.35

29.65 0.00

173.29 0.00 0.00

578.94 40.00

0.00 618.74

2.36 621.10

8.48

849.13 404.70 135.40


53


31.03.10 31.03.09 PARTICULARS

(Rs. In Million)

3. SECURED LOANSLoans and advances from banksOpen Loan

4. UNSECURED LOANS Fixed Deposit


As per the last Balance SheetAdd / Less - for the Year

26.62 26.62

0.95 0.95

(4.79)22.23 17.44

0.00 0.00

0.00 0.00

(24.58)20.67 (3.91)

6. FIXED ASSETS



Asat

01/04/09

During the year


Asat

31/03/10

Asat

01/04/09

Land

Buildings - Actual - Revaluation

Plant&Machinery

Furniture&OfficeEquipments

Electrical Fittings

Motor Vehicle

Canteen Equipments

Intengible Assets-Technical Knowhow

Grand Total

Previous Year

23.29

198.9217.73

1223.64

105.01

0.61

5.71

2.68

3.35

1580.94

1383.22

47.64

2.12

78.63

27.22

0.00

0.03

0.00

0.00

155.64*

240.25

0.00

0.00

1.90

7.95

0.01

0.04

0.00

0.00

9.90

42.53

70.93

201.0417.73

1300.37

124.28

0.60

5.70

2.68

3.35

1726.68

1580.94

0.00

110.759.29

727.01

72.82

0.12

3.30

1.46

1.08

925.83

874.45

0.00

8.06

86.93

24.76

0.09

0.43

0.23

0.68

121.18

83.19

0.00

0.000.42

0.00

0.00

0.00

0.00

0.00

0.00

0.42

0.00

0.00

118.819.72

812.10

89.86

0.21

3.69

1.69

1.76

1037.84

925.84

70.93

82.238.01

488.27

34.42

0.39

2.01

0.99

1.59

688.84

655.10

23.29

88.178.44

496.63

32.19

0.49

2.41

1.22

2.27

655.11

508.77

During the year

Additions On revalued

Asat

31/03/10

Asat

31/03/10

Asat

31/03/09

NET BLOCK

0.00

0.00

1.84

7.72

0.00

0.04

0.00

0.00

9.60

31.80

Deductions

Note : Addition include asset taken over on amalgamation Refer notes on accounts : B(1)


54


PARTICULARS

(Rs. In Million)


LONG TERM

NON-TRADE QUOTED EQUITY SHARES (FULLY PAID)

Lakshmi Machine Works Ltd

State Bank of India

HDFC Bank Limited

HDFC Limited

Magna Electro Castings Ltd

Rajshree Sugars & Chemicals Ltd

Pricol Ltd

L.G.Balakrishnan & Bros.Ltd.

LGB Forge Limited

Treadsdirect Limited

Elgi Rubber Company Ltd

Total[A]

NON-TRADE UNQUOTED EQUITY SHARES (FULLY PAID)

Coimbatore Pvt. Industrial Estates Ltd.,

The Mill Officers Co-Op Housing Colony

Ltd.,Ahmedabad

Elgi Securities Ltd

Marol Co-operative Industrial Estate Ltd

Total[B]

INVESTMENTS IN PARTNERSHIP FIRMS

L.G.Balakrishnan & Bros (Share 98%)

Elgi Services (Share 80%)

Total[C]

Grand Total -[A+B+C]

50

300

500

2400

80000

229000

94245

1248

12480

2182000

1091000

0

5

99300

1053

10.00

10.00

10.00

10.00

10.00

10.00

1.00

10.00

1.00

1.00

1.00

1000

50.00

10.00

100.00

0.01

0.12

0.01

0.03

1.25

7.55

0.54

0.02

0.01

5.30

2.65

17.49

0.00

0.00

0.99

0.11

1.10

124.00

0.40

124.40

142.99

50

300

500

2400

80000

229000

94245

12480

12480

2182000

1091000

77

5

99300

1053

0.01

0.12

0.01

0.03

1.25

7.55

0.54

0.02

0.01

5.30

2.65

17.49

0.00

0.00

0.99

0.11

1.10

124.00

0.40

124.40

142.99

No. ofShare / Units

Face Valueper Share / Unit 31.03.10

No. ofShare / Units

31.03.09

[Total Cost of Quoted Securities Rs.17.49 million (Previous year Rs.17.49 million) andTotal Market value of quoted Securities Rs.51.53 million (Previous year Rs.44.66 million)]


55


31.03.10 31.03.09 PARTICULARS

(Rs. In Million)


a) INVENTORIES

Raw Materials and Components

Work-in-progress

Finished Products

Consumables Spares and Stores

Loose tools

b) SUNDRY DEBTORS


Debts outstanding for a period exceeding 6 months

Other Debts

c) CASH AND BANK BALANCES

Cash on Hand

With Scheduled Banks

-in Current Accounts

-in Deposit Accounts

(Includes Rs.11.59 million (Previous year

Rs.9.44 million) with bank as margin money

d) OTHER CURRENT ASSETS

Interest accrued

e) LOANS AND ADVANCES


Advances recoverable in cash or

in kind or for value to be received.

Loans to Companies

Others

Prepaid Expenses

Advance Payment of Income Tax

Security and Other Deposits

Income/Refund receivable

493.05

100.55

191.46

4.49

20.46

810.01

84.09

822.55

906.64

0.58

172.84

1018.42

1191.84

22.19

22.19

100.00

291.79

12.39

863.34

28.30

43.71

1339.53

429.24

93.66

164.24

3.21

14.19

704.54

114.31

699.99

814.30

0.53

132.02

113.12

245.67

4.64

4.64

0.65

146.20

7.19

557.75

32.16

12.79

756.74


56


31.03.10 31.03.09 PARTICULARS

109.74

80.62 335.88

98.44 2.71

627.39

510.15 20.55 81.54 13.86

118.45

744.55

15.68 21.63

7.68

29.63

1.32 1.08

12.94 4.52

10.78 27.95

0.70 59.29

9.95

9.95

0.00 1.47 8.48

345.67 87.80

259.74 693.21

3429.02

(Rs. In Million)


a) CURRENT LIABILITIES

Acceptances Sundry Creditors

Micro, Small and Medium Enterprises Others

Advance and Deposits from Customers and OthersUnclaimed Dividends

b) PROVISIONS

Provision for Taxation Fringe Benefit Tax Proposed Interim Dividend Provision for Dividend Tax Provision for Employee Benefits

10. MISCELLANEOUS EXPENDITURE

Intangible Assets Opening Balance Add: Addition during the year Less: Amortised during the year

11. OTHER INCOME

Profit on Sale of Assets Profit on Sale of Investments Royalty Receipts Rent Receipts (TDS Rs.1.04 million) (Previous Year Rs.1.39 million) Others Gain on Exchange Fluctuation Dividend Receipts


Interest Receipts (TDS-Rs. 1.77 million)(Previous Year Rs.1.89 million)

Less:Interest Expendit u re

Term LoansOthers

13. MATERIALS CONSUMED

Opening Stock -Raw Materials -Semi-Finished Products -Finished Products

(A) Opening Stock Purchases (B)

190.61

124.60 736.17 311.52

2.98 1365.88

849.36 15.15 97.70 16.60

152.11

1130.92

27.79 14.67 10.51

31.95

1.23 0.00

13.88 4.10

17.44 0.00 0.93

37.58

44.45

44.45

0.53 0.00

43.92

429.24 93.66

164.24 687.14

4184.22


57



493.05 100.55 191.46 785.06

4086.30

420.59 3.96

89.50 26.61

9.73 30.34

8.73 52.72

642.18

37.44 53.66 13.47 47.31

33.42 55.04

0.39 13.97 20.55

5.10 9.99

13.01 95.90

2.64 5.00

21.81 27.54

1.31 0.19

35.90 78.22 39.35

0.86 13.11 84.57

103.67 118.87

3.01 2.21 0.11 0.06 8.06

13.92 0.13

21.73 11.91

993.43

(Rs. In Million)

Closing Stock -Raw Materials -Semi-Finished Products -Finished Products

Closing Stock (C)Materials Consumed (A+B-C)(Material consumed includes Machining Charges ofRs.61.01 million) (Previous Year Rs.52.81 million)

14. SALARIES, WAGES, BONUS, GRATUITY ETC., Salaries and Wages Bonus Performance Pay Profit Share Gratuity Contribution to PF and other Funds Managing Director's Remuneration Welfare Expenses

15. OTHER EXPENSES

Consumption of Stores spares Power,Fuel & Lighting Factory Expenses Tools Consumed Repairs and Maintenance of -Building -Machinery -Vehicle -Other Assets Rent Rates & Taxes Printing & Stationery Postage, Telegrams & Telephones Travelling & Conveyance Subscription, Periodicals & Filing Fees Insurance Donation Legal and Professional Charges Auditors' Remuneration -Audit Fees -Other Services Miscellaneous Expenses After Sales Expense Research & Development Expenses Directors' Sitting Fees Advertisement & Publicity Transport Charges Packing Material Commission & Discount Royalty Payment Sales Tax Payments Service Tax Payments Loss on Sale of Assets Bad Debts Written off Loss on Exchange Fluctuation Assets Condemned & Written-Off Excise duty Payments Bank Charges

31.03.09

429.24 93.66

164.24 687.14

3435.09

357.73 4.15

48.40 31.60

8.94 23.66

8.47 45.98

528.93

31.11 48.47 13.28 45.57

17.22 38.64

0.00 14.53

7.38 5.91 8.96

12.99 90.42

1.18 6.09

25.34 22.46

0.64 0.21

44.92 62.71 32.12

0.82 23.87 89.14 85.06 95.22

2.68 0.00 0.34 0.13

27.22 0.06 0.00

21.25 14.13

890.07

ANNUAL REPORT 2007-08 CONSOLIDATED FINANCIAL STATEMENTS


58


Significant Accounting Policies to the Consolidated Balance Sheet and Profit and Loss Account.

1) Basis of Accounting

The Company maintains its accounts on accrual basis following the historical cost convention in accordance with Generally Accepted Accounting Principles ("GAAP") and in compliance with the provisions of the Companies Act,1956 and the Accounting Standards (as specified in the C o m p a n i e s ( A c c o u n t i n g s t a n d a r d s ) Rules,2006,prescr ibed by the Central Government).

The accounts of all the Subsidiaries and Joint Venture have been prepared in compliance with the Accounting standards as specified in the C o m p a n i e s ( A c c o u n t i n g s t a n d a r d s ) Rules,2006,prescr ibed by the Central Government, and have been prepared in compliance with the local laws and applicable Accounting Standards.

2) Principles of Consolidation:

The Consolidated Financial Statements relate to Elgi Equipments Limited ("the Company") and its subsidiary companies. The Consolidated Financial Statements have been prepared on the following basis.

i. The financial statement of the Company and its Subsidiary Companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealized profit or losses in accordance with the Accounting Standard (AS) -21 "Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India.

ii. Investments in Joint Ventures are accounted

for by using the proportionate consolidation method laid down in Accounting Standard (AS) - 27 on "Financial Reporting of interests in Jo in t Ventures" In ter -Company transactions and balances are eliminated to the extent of the Company's interest in the joint venture.

For the purpose of consolidation, the Financial Statements of the Subsidiaries and Joint Venture are drawn up to and as on 31st March 2010.

iii. As far as possible, the Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company's separate financial statements.

iv. Foreign Currency Translation

Indian Rupees is the reporting currency for the Group. However, the local currency of overseas subsidiaries is different from the reporting currency of the Group. All the overseas subsidiaries have been classified as non-integral operation according to Accounting Standard 11. In respect of overseas subsidiaries, all the assets and liabilities are translated using exchange rate prevailing at the Balance Sheet date. Revenue, cost and expenses are translated using average exchange rates of the foreign currency gain/loss has been disclosed as "Foreign Currency Translation Reserves & Surplus.

. v. Intangible Assets and Amortisation

In case of Parent and its Subsidiaries, expenditure towards intangible assets up to 31st March 2010 in the book of Subsidiaries are expensed out as revenue expenditure and are being amortized over a period of time (maximum five years) in the Consolidated Financial Statements depending upon the nature of the expenditure and evaluation of future benefits there from.

4. Uniform Accounting Policies

The Consolidated Financial Statements of Elgi Equipments Limited and its subsidiary and Joint Venture have been prepared using uniform accounting policies for like transactions and other

events in similar circumstances.

5 Investments other than in subsidiaries and associates have been accounted as per Accounting Standard 13 on Accounting for Investments.

6. Other Significant Accounting Policies:

These are set out under "Notes on Accounts " as given in the Unconsolidated Financial Statements of Elgi Equipments and its Subsidiaries.


59


The Notes forming part of Consolidated Financial Statements for the year ended 31/03/10. 1. The Subsidiary Companies considered in the Consolidated Financial Statements are:

S.No

1

2

3

4

5

6

Name of the Subsidiary

ATS Elgi Limited

Adisons PrecisionInstruments Manufacturing Company Limited

Elgi Gulf (FZE )

Elgi Equipments(Zhejiang) Limited

Elgi CompressorsTrading(Shanghai) Ltd

SA Belair - France

Country ofincorporation

India

India

Gulf

China

China

France

% ofOwner ship

100

100

100

100

100

100

Reporting Date

31/03/10

31/03/10

31/03/10

31/03/10

31/03/10

31/03/10

Difference in Reporting Date

-

-

-

-

-

-

2. Joint Venture Company

Elgi Sauer Compressors Limited India 26 31/03/10. -

3. The value of Investments made in the wholly owned Subsidiary Companies have been accounted in Compliance with Accounting Standard (AS-21 & AS- 27).

4. Other Notes Forming Part of Accounts:

These are set at in and under schedules and notes forming part of the accounts for the year ended 31/03/2010. as given in unconsolidated Financial Statements of Elgi Equipments Limited and its Subsidiaries.


60

5. Summary of Financial Information of Subsidiary Companies Rs in Millions

Name of the Subsidiary

Reporting CurrencyExchange RateFunds Employed :A.CapitalB.ReservesLoansDeferred Tax LiabilityTotal LiabilitiesC.Total Funds EmployedD.AssetsNet Block ( includingCapital WIP) InvestmentsDefered Tax AssetNet Current AssetsMiscellaneous Expenditure to the extend not written off

Total Assets ( Net)E.TurnoverF. Profit before TaxesG.Provision for TaxationH.Profit after TaxesI. Proposed Dividend

ATS Elgi Limited

IND -

0.90 270.90

0.00 0.00

271.80

29.32

-4.37

238.11 -

271.80 892.44

76.80 26.10 50.70

-

Adisons Precision

Instruments Mfg.Co.Limited

IND -

0.52 10.10

- -

10.62

8.12

0.11 -

2.39 -

10.62 0.12 0.01

-0.01

-

Elgi Gulf (FZE)

DHS11.92

1.78 7.27

- -

9.05

0.32

- -

8.73 -

9.05 59.00

6.68 -

6.68 -

Elgi Equipments ZHEJIANG

Limited

RMB6.59

55.66 (40.82)

13.49 -

28.33

3.21

- -

14.18 10.94

28.33 21.06

(33.83) -

(33.83)-

Elgi Compressors

Trading (Shanghai)

Co.Ltd

RMB6.59

22.75 (7.02)

- -

15.73

0.09

- -

15.64 -

15.73 15.46 (4.93)

-(4.93)

-

SA Belair - France

Euro60.80

44.98 (2.42)26.62

-69.18

2.18

- -

42.51 -

69.18 30.76 (0.49)

-(0.49)

-

The annual accounts of the above Subsidiary Companies are available for inspection by any shareholder at the registered office of the Holding and Subsidiary Companies.

6) SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED(Rs. In Million)

PARTICULARS

Segment Revenue

(Sales and income from Services)

a) Compressors

b) Automotive Equipments

c) Others

Total Segment Revenue

Less: Inter Segment Revenue

Net Sales/Income from Operations

Segment Results

(Profit before Interest and Tax)

a) Compressors


c) Others

Total Segment Results

Less:

i) Interest Expense

ii) Unallocable expenditure net of other income

iii) Extra-ordinary items

Total Profit Before Tax

Capital Employed

(Segment Assets less Segment Liabilities)

a) Compressors


c) Others

Total Capital Employed in Segments

Add:Unallocable Corporate Assets

less Corporate Liabilities

Total Capital Employed in Company

3 monthsended

31/03/2010

Audited

17675.1

2381.5

321.9

20378.5

20378.5

2509.6

257.2

49.4

2816.2

(159.0)

193.0

811.0

1971.2

21105.7

2682.7

1051.3

24839.7

1612.4

26452.1

11570.0

1900.0

203.0

13673.0

13673.0

1529.0

(144.0)

(68.0)

1317.0

(13.0)

(44.0)

0.0

1374.0

14453.0

2470.0

1300.0

18223.0

1450.0

19673.0

58280.1

8863.5

690.9

67834.5

67834.5

9005.6

978.2

(207.6)

9776.2

(439.0)

0.0

811.0

9404.2

21105.7

2682.7

1051.3

24839.7

1612.4

26452.1

47030.0

7325.0

1083.0

55438.0

55438.0

5917.0

283.0

(208.0)

5992.0

(85.0)

(464.0)

0.0

6541.0

14453.0

2470.0

1300.0

18223.0

1450.0

19673.0

7) The Previous year's figures have been regrouped or reclassified wherever necessary to confirm to the current year's classification.

61


Corresponding3 months

ended31/03/2009

Audited

Year to Datefigures for

current periodended

31/03/2010Audited

Previous Accounting year ended31/03/2009

Audited

Previous period figures have been regrouped wherever necessary. The accuracy and granularity of allocation of expenditure has improved and consequently the expenditure hitherto shown as unallocable has been allocated to the respective business.

For and on behalf of the Board of Directors

Dr. Jairam VaradarajManaging Director

Place: CoimbatoreDate : 28.10.2010

Cash Flow Statement

Particulars

A.CASH FLOW FROM OPERATING ACTIVITIES:Net Profit Before TaxAdd: Prior Year Adjustments

Adjustments for:DepreciationAssets Condemned and Written off(Profit)/Loss on sale of assetsDeferred Revenue expenditure & VRS compensation(Profit)/Loss on sale of Investments(Profit)/Loss on sale of Auctionable claimsBad debts written offInterest and Bank Charges PaidDividend ReceivedInterest ReceivedOperating Profit Before Working Capital ChangesAdjustments for:Trade and Other ReceivablesInventoriesDeferred Revenue ExpenditureTrade PayablesCash Generated From Operations

Cash Generated from OperationsBank Charges PaidDirect Taxes Paid

Net Cash From Operating Activities

B.CASH FLOW FROM INVESTING ACTIVITIES

Purchases of Fixed AssetsSale of Fixed AssetsSale of InvestmentsLoans to CompaniesInterest ReceivedDividend ReceivedNet Cash Used in Investing Activities


Proceeds from Issue of Share CapitalProceeds from Issue of Share PremiumProceeds from Short Term BorrowingsInterest PaidDividend Paid

31.03.2010

940.43

81.72 1022.15

276.09 1379.32

(357.17)1379.32

(163.50)1.47 0.00

(99.35)44.45

0.93 (216.00)

16.19 216.09

27.57 (0.53)

(150.44)

31.03.2009

651.35

130.54 781.89

(238.63)543.26

(206.83)336.43

(233.71)1.69 1.07

55.50 9.95 0.70

(164.80)

0.00 0.00 0.00

(1.47)(44.04)

(Rs. In Million)

940.44 (0.01)

97.13 0.13

(1.17)10.51

0.00 0.00 8.06

12.44 (0.93)

(44.45)

(601.39)(105.47)

(12.83)1076.86

(11.91)(314.12)

(A)

(B)

(C)

(A+B+C)

654.07 (2.72)

82.74 10.22 (1.19)

7.68 (1.08)

5.98 21.24 15.60 (0.70)(9.95)

266.58 2.42

(21.63)(486.00)

(14.13)(192.70)













62

Net Cash Used in Financing Activities

NET INCREASE IN CASH AND CASH EQUIVALENTS

OPENING BALANCE OF CASH AND CASH EQUIVALENTS

CLOSING BALANCE OF CASH AND CASH EQUIVALENTS

108.88

946.17

245.67

1191.84

(45.51)

126.12

119.55

245.67

Directors' Report

Auditor's Report

Annual Accounts

Contents

1

2

3

60 - 62

63 - 65

66 - 78

ANNUAL REPORT OF SUBSIDIARY COMPANY

ATS ELGI LIMITED

63

CHAIRMAN

MANAGING DIRECTOR

DIRECTOR

AUDITORS

REGISTERED OFFICE

Dr.Jairam Varadaraj

Mr. Harjeet Singh Wahan

Mr. M.Ramprasad

M/s. RJC AssociatesChartered AccountantsCoimbatore

S2/A11, Pollachi Main Road,Kurichy Private Industrial EstateKurichy, Coimbatore - 641 021.Ph : 0422 - 2589999

: 0422 - 2589800Fax

Dear Shareholders

rdYour directors are pleased to submit the 3 Annual Report with the Audited Annual Accounts of the Company for the year ended 31st March, 2010. (Rs. In Million)

Directors' Report

Particulars

Profit before depreciation and tax

Less: Depreciation

Profit After depreciation

Less: Provision for Tax (Net of Deferred Tax)

Profit After Tax

The Directors recommend the following appropriations:

Transfer to General Reserve

Balance Carried to Balance Sheet

31-03-2009

31.044

2.722

28.322

11.415

16.907

-

16.907

ATS ELGI LIMITEDANNUAL REPORT 2009-10

65

31-03-2010

80.419

3.617

76.802

26.100

50.702

-

50.702

Performance for the year

The company had improved its sales over the previou's year as the Auto Industry gained momentum for the year under review. Sales have grown by 20% over the previous year and PBT grew by 2.5 times over the previous year due to increase in sales.

Future plans

The Auto Industry had few new model launches by the car manufacturers due to buoyant market conditions. All the leading car manufacturers have planned to setup new garages and increase the capacity of garages to cater to their service needs. This will help bring us a sizeable amount of sales and gain market share.

During the year 2010-11, we are planning to increase our sales through new products such as Auto Car Washer, Centralized Lube Management System, Fume Extraction System and Invertors Welders .

In the lifting equipment category we are planning few new products which are under validation, and will be progressively launched.

International

In the International market our sales had a marginal increase by 4% over the previous year, this we feel may go up in coming year, as there are steady growth in Middle East countries and African countries.

We also expect a sizeable portion of market in Bangladesh since we have ventured into this market this year.

Our business ties with MAHA Germany to supply MAHA lifts to its customers have been finalized and this will also bring us sizeable exports. This tie-up will be formally executed through agreements.

1) Dividend: No Dividend has been recommended for the financial year 2009-10

2) Directors: Mr.Ramprasad, Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible seeks reappointment.

3) Auditors: The Auditors M/S RJC Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for reappointment.

4) Fixed Deposits: The Company has not accepted any deposits from the public during the year.

5) Directors' Responsibility Statement.

The Board of Directors confirms

In terms of Section 217 (2AA) of the Companies Act, 1956,

the Board of Directors confirms;i. that in the preparation of the annual accounts,

the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of


66

- The state of affairs of the company as on 31st March, 2010.

- The profit of the company for the year ended on that date.

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv that the Directors have prepared the annual accounts on a "going concern" basis.

Acknowledgements

The Board appreciates the support rendered by the

Customers, Suppliers, and Dealers, Banks Financial

Institution and Investors and the faith reposed by the

share holders on the Company.

The Board also thanks the employees for their

dedicated and sincere services.

Annexure to the Directors' Report

I. Statement containing particulars pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report.

A. CONSERVATION OF ENERGY

This year we have carried out following energy conservation and cost savings activities in the company.

Machine Shop : - Connection modification were carried out in the power supply to Lathe & CNC machines for appropriate consumption of power and timer devices installed for reducing unproductive power consumption.

General & Other utilities: Replacements of metal halide lights with compact fluorescent Lights (CFL) to reduce power consumption and installation of timer devices for air conditioners in Corporate and office building.

B. TECHNOLOGY ABSORPTION

1) Auto car wash system was developed to wash all the passenger cars with an objective to reduce the cleaning t ime & water consumption. This product is under the field validation.

2) Dual Car parking lifts has been developed, which will double the parking capacity. This product is under validation.

3) Two post hydraulic lift was developed for servicing of all passenger cars up to 4 ton capacity. It is under the pilot validation & same will be launched from Nov 2010.

4) Centralized Lubrication system with electrically operated grease pump is under development for dumper application and will be put in field validation around Oct'10.

C. Foreign Exchange Earnings and outgo are given in the notes forming part of accounts. Kindly refer the same.

II. Statement annexed to Director's Report showing the names and other particulars of every employee of the company pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975.

Name Designation Qualification ExperienceAgeRemuneration(Rs. In Million)

Date of Joining

Previous Employment

Sri. Harjeet Singh Wahan Managing Director

B.E.(Elec,),D.B.M

36 years60 5.854 01/08/2007 Elgi Equipments Ltd

For and on behalf of the Board

Dr.JAIRAM VARADARAJ

ChairmanPlace : Coimbatore

: 29.04.2010Date

For and on behalf of the Board

Dr. JAIRAM VARADARAJ

ChairmanPlace : Coimbatore

: 29.04.2010Date

Auditors' Report


67

REPORT TO THE MEMBERS OF ATS ELGI LIMITED

I) We have audited the attached Balance Sheet of

ATS Elgi Limited as at 31st March 2010, the Profit

and Loss account and also the Cash Flow

Statement of the Company 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.

II) 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.

III) As required by the Companies (Auditor's Report)

Order, 2003 and as amended by the Companies

(Auditor's Report) amendment order,2004 issued

by the Central Government of India in terms of

Sub-Section (4A) of Section 227 of the Companies

Act, 1956, we enclose in the Annexure a statement

on the matters specified in paragraphs 4 and 5 of

the said Order.

IV) Further to our comments in the Annexure referred

to 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;

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;

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 the written representations

received from the Directors, as on 31st March

2010 and taken on record by the Board of

Directors, we report that none of the directors of

the Company is disqualified as on 31st March

2010 from being appointed as a Director in

terms of clause (g) of sub-section (1) of 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 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:

1) In the case of the Balance Sheet, of the

state of the affairs of the Company as at

31st March 2010;

2) In the case of the Profit and Loss Account,

of the profit for the year ended on that date;

and

3) In the case of Cash Flow Statement, of the

cash flows for the year ended on that date.

Place : Coimbatore : 29.04.2010Date

R. JAYACHANDRAN

Partner Membership No.021848

For RJC ASSOCIATES Regn. No. : 003496SChartered Accountants

Annexure to the Auditors' Report :


68

Referred to in paragraph 3 of our report of even date,

I) (a) The Company has maintained proper records

showing full particulars including quantitative

details and situation of fixed assets.

(b) All the assets have been physically verified by

the management during the year. No material

discrepancies were noticed on such

verification.

(c) No substantial part of fixed assets were

disposed off during the year, hence it will not

have any effect on the going concern

assumptions.

II) (a) The inventory has been physically verified

during the year by the management. In

our opinion, the frequency of verification is

reasonable.

(b) In our opinion, 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 inventory, we are of the opinion that the

company is maintaining proper records of

inventory. The discrepancies noticed on

verification between the physical stocks and

the book records were not material.

III) The company has neither granted nor taken any

loans secured or unsecured to/from companies,

firms or other parties, which are covered in the

register maintained under Section 301 of the

Companies Act, 1956 during the year.

IV) In our opinion and according to the information

and explanations given to us, there are adequate

internal control procedures commensurate with

the size of the Company and the nature of its

business with regard to purchases of inventory,

fixed assets and with regard to the sale of goods

and services. During the course of our audit, we

have not observed any continuing failure to

correct major weaknesses in internal control

system.

V. (a) According to the information and explanations

given to us, we are of the opinion that the

particulars of contracts or arrangements that

need to be entered into the register

maintained under section 301 of the

Companies Act,1956 have been so entered.

(b) In our opinion and according to the

information and explanations given to us, the

transactions made in pursuance of contracts

or arrangements exceeding rupees five lakh

each have been made at prices which are

reasonable having regard to prevailing

market prices at the relevant time.

VI. The Company has not accepted any deposits

from public and hence provisions of para VI of the

said order are not applicable.

VII. In our opinion, the Company has an internal audit

system commensurate with the size and nature of

its business.

VIII.We have broadly reviewed the books of account

relating to materials, labour and other items of

cost maintained by the Company pursuant to the

rules made by the Central Government for the

maintenance of cost records under section 209

(1) (d) of the Companies Act, 1956 and we are of

the opinion that prima facie the prescribed

accounts and records have been made and

maintained.

IX. (a) According to the information and explanation

given to us and records examined by us, the

Company is regular in depositing with

appropriate authorities undisputed statutory

dues including Provident Fund, Employees

State Insurance, Income Tax, Sales Tax,

Wealth Tax, Service Tax, Customs Duty,

Excise Duty, Cess and other material

statutory dues applicable to it.

(b) According to the information and explanation

given to us, no undisputed amounts payable

in respect of Income Tax, Wealth Tax, Service

Tax, Sales Tax, Customs Duty, Excise Duty

and Cess were in arrears, as at 31st March

2010 for a period of more than six months

from the date they became payable.

(c) Accord ing to the in format ion and

explanations given to us , there are no dues of

Income Tax, Wealth Tax, Service Tax,

Customs Duty, Excise Duty and Cess, Sales

Tax which have not been deposited with the

appropriate authorities on account of any

dispute. X. The Company does not have any accumulated

losses at the end of the financial year. The

Company has not incurred cash losses during

the year covered by our audit and in the

immediately preceding financial year.


69

XI. The Company has not taken any loans from

Financial Institutions/Banks or has not issued

any debentures during the year.

XII. The Company has not granted any loans and

advances on the basis of security by way of

pledge of shares, debentures and other

securities.

XIII. The Company is not a chit fund, nidhi, mutual

benefit fund or a society, therefore the provision

of Para 4(xiii) of the order are not applicable.

XIV. In our opinion, the Company is not dealing in or

trading in shares, securities, debentures and

other investments. Accordingly, the provisions

of clause 4(xiv) of the order are not applicable to

the Company.

XV. In our opinion, the Company has not given any

guarantee for any loans taken by any other

Companies from Banks or Financial

Institutions.

XVI. The Company has not obtained any long term

loan during the year under audit.

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

no funds raised on short-term basis have been

used for long-term investment.

XVIII. The Company has not made any preferential

allotments of shares to the parties and

companies covered in the register maintained

under Section 301 of the Companies Act, 1956

and hence provisions of Clause (xviii) of para 4

of the order are not applicable.

XIX. The Company has not issued any debentures,

during the year.

XX. During the year covered by our audit, the

Company has not raised any money by way of

public issue.

XXI. To the best of our knowledge and belief and

according to the information and explanation

given to us, no material fraud on or by the

Company, was noticed or reported during the

year.

Place : Coimbatore : 29.04.2010Date

R. JAYACHANDRAN



Balance Sheet as at 31st March 2010

The Schedules referred to above and the Accounting Polices and Notes thereon form an integral part of this Balance Sheet.

Sch.No. 31.03.10 PARTICULARS

I SOURCES OF FUNDS



3) Deferred Tax Liability / (Assets)

T o t a l

II APPLICATION OF FUNDS

1) Fixed Assets: a) Gross Block b) Less: Depreciation c) Net Block d) Capital Work in progress

2) Investments



Net Current Assets

T o t a l

12

34

5

6

7

8

9

(A)

(B)

(A-B)

(Rs. In Million)

0.900220.199221.099

-25.00025.000

0.925

247.024

28.7914.721

24.0701.195

-

98.360122.082

81.3680.028

50.333352.171

94.97735.434

130.412

221.759

247.024

0.900270.901271.801

---

(4.374)

267.427

37.6268.338

29.2890.034

-

101.492116.724138.099

0.82793.926

451.067

127.14085.822

212.963

238.104

267.427


70

31.03.09

Place Date



VARADARAJ Dr.JAIRAM Chairman

R. JAYACHANDRAN


HARJEET SINGH WAHAN Managing Director



The Schedules referred to above and the Accounting Polices and Notes thereon form an integral part of this Profit and Loss Account.

Sch.No. PARTICULARS

1011

121314

(A)

(B)

(A-B)

(C)

(A-B-C)


Net Sales


Total Income

EXPENDITURE

Materials Consumed Salaries, Wages, Bonus, Gratuity, etcOther ExpensesDepreciation

Total Expenditure


EXTRA-ORDINARY ITEMS


Provision for Income TaxProvision for Fringe Benefit TaxDeferred Tax Liability / (Asset)

PROFIT AFTER TAX

Balance Brought Forward


APPROPRIATIONSDividend - InterimProposed DividendDividend Tax Transfer to General ReserveBalance Carried to Balance Sheet

TOTAL

Earnings per share Nominal Value of ShareBasicDiluted

31.03.09

794.05657.599

736.457

0.398(2.992)

733.863

485.63588.076

129.1082.722

705.541

28.322

-

28.322

9.1001.7900.525

16.907

21.292 -

38.199

- - -

-38.199

38.199

( In Rs.)10.000

187.850 -


71

31.03.10

929.04042.694

886.346

2.1694.040

892.555

542.109113.491135.523

3.617

794.740

97.815

21.013

76.802

31.400-

(5.300)

50.702

38.199 -

88.901

- - -

-88.901

88.901

( In Rs.)10.000

563.355 -

Place Date




R. JAYACHANDRAN





31.03.0931.03.10 PARTICULARS

(Rs. In Million)

1. SHARE CAPITAL

AUTHORISED CAPITAL 1,00,000 Equity Shares of Re.10/- each

ISSUED, SUBSCRIBED AND PAID UP CAPITAL

FULLY PAID UP 90,000 Equity Shares of Re.10/- each issued and subscribed (All the shares are held by M/s Elgi Equipments Ltd, the holding company and its nominees)

2. RESERVES AND SURPLUS

SHARE PREMIUM

SURPLUS Balance in Profit and Loss Account

3 SECURED LOANS

4 UNSECURED LOANS From Corporates - Holding company


General Reserve

Opening Balance Add / Less - for the Year Asset Liability

1.0001.000

0.900

0.900

180.0002.000

88.901270.901

-

--

0.925

(5.710)0.410

(4.374)

6. FIXED ASSETS



Asat

01/04/09

During the year


Asat

31/03/10

Asat

01/04/09

During the year


Asat

31/03/10

Asat

31/03/10

Asat

31/03/09

NET BLOCK

1.0001.000

0.900

0.900

180.0002.000

38.199220.199

-

25.00025.000

0.400

0.525-

0.925

Buildings

Plant & Machinery

Electrical Fittings

Furniture & OfficeEquipments

Canteen Equipments

Intangible AssetsTech Knowhow

Grand Total

Previous Year

0.114

21.260

0.474

3.127

0.475

3.341

28.791

19.616

0.972

7.529

-

0.351

0.005

-

8.857

9.175

-

0.004

0.006

0.011

0.001

-

0.022

-

1.086

28.785

0.468

3.467

0.479

3.341

37.626

28.791

0.015

2.318

0.097

1.149

0.059

1.082

4.720

1.999

0.071

2.266

0.068

0.467

0.080

0.668

3.620

2.722

-

-

0.001

0.002

-

-

0.003

-

0.085

4.584

0.164

1.615

0.139

1.751

8.338

4.721

1.001

24.201

0.304

1.853

0.340

1.590

29.288

24.070

0.100

18.942

0.377

1.977

0.416

2.258

24.070

17.616

(Rs. In Million)


72


31.03.0931.03.10 PARTICULARS

(Rs. In Million)



a) INVENTORIES Raw Materials and Components Work-in-progress Finished Products Consumables Spares and Stores Loose tools b) SUNDRY DEBTORS (Unsecured and considered good) Debts outstanding for a period exceeding 6 months Other Debts

c) CASH AND BANK BALANCES Cash on Hand Fixed Deposits Balances with Scheduled Banks -in Current Accounts

d)


a) CURRENT LIABILITIES Acceptances Sundry Creditors Micro, Small and Medium Enterprises Others Advance and Deposits from Customers and Others

b) PROVISIONS Provision for Taxation Provision for Fringe Benefit Tax Provision for Employee Benefits

OTHER CURRENT ASSETS - Interest Accrued

e) LOANS AND ADVANCES (Unsecured and considered good) Advances recoverable in cash or in kind or for value to be received.

Due from Holding Company Others

Prepaid Expenses Advance Payment of Income Tax Security and Other Deposits Income/Refund receivable

73

-

29.8678.091

59.5430.0650.794

98.360

18.097103.985122.082

0.22730.000

51.14281.368

0.028

4.50510.276

0.51333.667

1.372-

50.333

13.317

11.56662.003

8.09194.977

20.9402.769

11.72535.434

-

32.87010.84856.414

0.1331.226

101.492

14.569102.155116.724

0.12780.000

57.973138.099

0.827

(2.337)31.122

0.66761.601

1.9270.945

93.926

22.786

19.91173.66510.779

127.140

52.3402.769

30.71385.822



31.03.0931.03.10 PARTICULARS

(Rs. In Million)

10. OTHER INCOME

Profit on Sale of Assets

Others


Interest Receipts

Less: Interest Expenditure

Others

12. MATERIALS CONSUMED:

Opening Stock

Closing Stock

-Raw Materials

-Semi-Finished Products

-Finished Products

Closing Stock (C)

Materials Consumed

(Material consumed includes Machining

Charges of Rs. )

13. SALARIES, WAGES, BONUS, GRATUITY ETC.,

Salaries and Wages

Bonus

Performance Pay

Profit Share

Gratuity

Contribution to PF and other Funds

Managing Director's Remuneration

Welfare Expenses

Gain on Exchange Fluctuation

- Raw Materials

- Semi-Finished Products

- Finished Products

Opening Stock (A)

Purchases (B)

(A+B-C)

10.313 million

0.510

1.539

0.121

2.169

1.954

1.954

(2.086)

4.040

29.867

8.091

59.543

97.501

544.741

32.870

10.848

56.414

100.132

542.109

70.639

0.845

19.000

4.510

2.560

4.940

4.074

6.923

113.491

0.007

0.345

0.046

0.398

1.161

1.161

4.153

(2.992)

40.132

10.033

75.476

125.641

457.495

29.867

8.091

59.543

97.501

485.635

65.917

0.899

-

3.400

2.461

4.568

4.074

6.757

88.076

74



31.03.0931.03.10 PARTICULARS

(Rs. In Million)

14. OTHER EXPENSES

Consumption of Stores spares

Power,Fuel & Lighting

Factory Expenses

Tools Consumed

Repairs and Maintenance of

-Building

-Machinery

-Vehicles

-Other Assets

Rent

Rates & Taxes

Printing & Stationery

Postage & Telephones

Travelling & Conveyance

Subscription, Periodicals & Filing Fees

Insurance

Legal and Professional Charges

Auditors' Remuneration

- Audit Fees

-Other Services

Miscellaneous Expenses

After Sales Expense

Research & Development Expenses

Directors' Sitting Fees

Advertisement & Publicity

Transport Charges

Packing Material

Commission & Discount

Royalty Payment

Sales Tax Payments

Service Tax Payments

Bad Debts Written off

Excise Duty Payments

Assets Condemned & Written-Off

Bank Charges

4.311

4.165

0.247

3.717

2.988

2.334

0.015

1.403

1.001

0.158

1.920

2.076

18.801

0.051

0.386

3.479

0.160

0.009

7.922

12.315

6.696

0.040

1.225

10.629

18.779

24.960

0.070

1.271

-

2.406

0.562

0.013

1.413

135.523

4.293

4.270

0.957

3.246

1.729

3.073

0.079

1.552

1.250

0.174

1.726

2.724

20.851

0.093

0.572

3.646

0.098

0.030

6.703

14.601

1.465

0.040

4.895

11.752

15.402

17.145

0.094

1.270

0.016

0.349

3.962

-

1.052

129.108

75




1) Basis for preparation of Financial Statements

The Company follows accrual method of accounting. The financial statements have been prepared under the Historical Cost convention on the basis of a going concern and in accordance with the accounting standards referred to in the Section 211(3C) of the companies Act 1956, wherever applicable.

2) Inventories

Inventories have been valued at lower of cost and net realisable value. The cost of inventories has been assigned using the weighted average cost formula.

a) Purchased items - at FIFO - Net of CENVAT and VAT

b) Work-in-Progress - Purchase cost net of CENVAT and VAT plus proportionate overheads

c) Manufactured - at cost excluding items at Factory selling overheads

and VAT d) Trading Items - at cost and net of VAT

Service income : Service income is recognised on completion of service.

Interest : Interest is recognised on accrual basis on a time proportion basis

taking into account the amount outs tand ing and the ra te applicable.

6) Fixed Assets

a) Fixed assets are recorded at historical cost of acquisition, which includes all taxes, duties and other direct expenses incurred upto the stage of commissioning of the asset, net of CE N V AT and VAT, wherever applicable.

b) Capital work in progress consisting of assets under cons t ruc t ion , e rec t ion and commissioning are valued at cost incurred upto the date of Balance Sheet.

c) Intangible assets comprising of Technical know-how fees are amortized over a period of five years.

d) An asset is considered as impaired in

accordance with Accounting Standard 28 on "Impairment of Assets", when at balance sheet date there are indications of impairment and the carrying amount of the asset, or where applicable the cash generating unit to which the asset belongs, exceeds its recoverable amount (i.e. the higher of the asset's net selling price and value in use ) , the carrying amount is reduced to the recoverable amount and the reduction is recognized as an impairment loss in the Profit and Loss Account.

7) Foreign Currency Transactions

Transactions in foreign currency are recorded at exchange rate prevailing on the date of the transaction. For transactions settled within the year, exchange variance is charged to Profit and Loss account. Outstanding liabilities and assets are restated at exchange rate prevailing at the end of the year. The resultant exchange variances are accounted as income or expenses, on a net-off basis.

8) Employee Benefitsa. Provident Fund: Provident Fund contribution

is as per the rates prescribed by the Employees Provident Fund Act 1952 and the same is charged to revenue account.

b. Superannuation: The Company has an arrangement with Life Insurance Corporation of India for providing Superannuation benefits to employees eligible as per Company's Rules. Company's contribution to the Superannuation Fund is calculated as per agreed terms and provided for in the accounts.

3) Depreciation

i. Depreciation is charged at the rates specified in Schedule XIV of the Companies Act, 1956 as detailed below:

1. Plant & Machinery - Straight Line Methodand Vehicles

2. Assets costing less than Rs.5000 year of purchase.

3. All other assets - Written Down Value Method

ii. Where the historical cost of an existing depreciable asset has undergone a change, the change in the cost is amortized over the residual life of the asset.

4) Research and Development

Revenue expenditure is charged off in the period in which it is incurred. Capital expenditure is capitalised to the extent they have alternative economic use.

5) Revenue recognition

Sales : Sales, which includes excise duty, but excludes VAT is recognised at the time of shipment of goods from plant or from stock points.

- Written off in the

76




Particulars

a) Guarantees and Letter of Credit 12.21122.704


1) Estimated amount of contracts remaining to be executed on capital account and not provided for is: Nil. (Previous year: Rs.Nil)

2) Contingent Liabilities not provided for

3) Claims against the company not acknowledged as debts. Rs.Nil (Previous year: Rs.Nil)

4) As per the profit share scheme available only to employees below the level of officers, a sum of Rs.4.510 million towards profit share has been provided under the head of Salaries, wages, bonus and gratuity (Previous year 3.400)

5) The Company has been exempted by the Ministry of Corporate Affairs vide its order No:46 /51/2010 - CL - III Dt. 12.04.10 from furnishing information under Section 211, paras 3 (i)(a) and 3 (ii)(a) of part II of Schedule VI of the Companies Act, 1956 for the year 2009-10.

6) Balances in the accounts of Sundry Debtors, Sundry Creditors, Security and Other Deposits have been reconciled wherever letters of confirmation have been received.

7) Micro, Small and Medium Enterprise under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the information available with the Company and the required disclosures are given below:

borrowings and other short term and long term borrowings.

b) Amortization of ancillary costs incurred in connection with the arrangement of borrowings.

c) Finance charges in respect of assets acquired under finance leases or under other similar arrangements.

d) Exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

10) Deferred TaxDeferred Tax liability/assets are accounted for in respect of all timing differences as per AS 22.

c. Leave Salary: Liability for leave encashment has been provided as per actuarial valuation.

d. Gratuity: The Company operates a defined benefit plan for the payment of post employment benefits for its employees in the form of gratuity fund scheme managed by LIC of India. The expense is recognized based on the present value of obligation determined in accordance with AS-15 (R) on "Employee Benefits".

e. Other Short term employee benefits: All the short term employee benefits such as profit Sharing etc are measured and provided on actual basis.

9) Borrowing CostBorrowing cost includes:a) Interest and Commitment charges on bank

Particulars 31.03.09(Rs. In Million)


a Principal amount due to suppliers under the actb. Interest accrued and due to Suppliers on the above amount (other than Section 16)c. Interest paid to suppliers under the Act,(Section 16)d. Interest due & payable for delay (for payments during year beyond due date)e. Payment made to suppliers (Other than interest) beyond the appointed day, during the yearf. Interest accrued and remaining unpaid at end of year to suppliers under the Actg. Interest due and payable to suppliers under the Act for payments already made

19.911Nil

NilNil

Nil

Nil

Nil

11.566Nil

NilNil

Nil

Nil

Nil

Note: This information has been given in respect of vendors to the extent they could be identified as "Micro, Small and Medium enterprises" on the basis of information available with the Company.


77

The Company has adopted the Revised Accounting Standard 15 in respect of defined benefit plan ( Gratuity )

78

8) Warranty claims and liability towards free replacements to be made by the Company are provided for in the accounts.

9) Employee Benefits:

PRINCIPAL ACTUARIAL ASSUMPTIONS[Expressed as weighted averages] Discount RateSalary escalation RateAttrition rateExpected rate of return on Plan AssetsIn the following tables, all amounts are in Rupees,unless otherwise stated CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO) -RECONCILIATION OF OPENING AND CLOSING BALANCES:PVO as at the beginning of the periodInterest CostCurrent service costPast service cost - (non vested benefits)Past service cost - (vested benefits)Benefits paidActuarial loss/(gain) on obligation (balancing figure)PVO as at the end of the period CHANGES IN THE FAIR VALUE OF PLAN ASSETS - RECONCILIATION OF OPENING AND CLOSING BALANCES:Fair value of plan assets as at the beginning of the periodExpected return on plan assetsContributionsBenefits paidActuarial gain/(loss) on plan assets [balancing figure]Fair value of plan assets as at the end of the period ACTUAL RETURN ON PLAN ASSETSExpected return on plan assetsActuarial gain (loss) on plan assetsActual return on plan assets ACTUARIAL GAIN / LOSS RECOGNISEDActuarial gain / (loss) for the period - ObligationActuarial gain / (loss) for the period - Plan AssetsTotal (gain) / loss for the periodActuarial (gain) / loss recognized in the periodUnrecognised actuarial (gain) / loss at the end of the year AMOUNTS RECOGNISED IN THE BALANCE SHEET AND RELATED ANALYSESPresent value of the obligationFair value of plan assetsDifferenceUnrecognised transitional liabilityUnrecognised pas service cost - non vested benefitsLiability recognized in the balance sheet

8.50%8.00%3.00%9.15%

9.4580.6581.077

--

(2.254)1.221

10.161

7.6960.6952.303

(2.254)0.0928.533

0.6950.0920.787

(1.221)0.0921.1291.129

-

10.1618.5331.628

--

1.628

7.90%6.50%3.00%9.00%

9.4430.7840.964

---

(1.734)9.458

0.5740.3616.885

-(0.124)

7.696

0.361(0.124)

0.238

1.734(0.124)(1.610)(1.610)

-

9.4587.6961.762

--

1.762

I

II

III

IV

V

VI

31.03.2010 31.03.2009

Gratuity (Funded)(Rs. In Million)

Gratuity (Funded)(Rs. In Million)


EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS:Current service costInterest CostExpected return on plan assetsNet actuarial (gain)/loss recognised in the yearTransitional Liability recognised in the yearPast service cost - non vested benefitsPast service cost - vested benefitsTotalAdd: Transferred from Elgi Equipments ( on demerger) net of opening liabilityExpenses recognised in the statement of Profit and Loss MOVEMENTS IN THE LIABILITY RECOGNISED IN THE BALANCE SHEETOpening net liabilityExpenses as aboveContribution paidClosing net liability AMOUNT FOR THE CURRENT PERIODPresent Value of obligationPlan AssetsSurplus (Deficit)Experience adjustments on plan liablities - (loss)/gainExperience adjustments on plan assets -(loss)/gain MAJOR CATEGORIES OF PLAN ASSETS (AS PERCENTAGE OF TOTAL PLAN ASSETS)Government of India SecuritiesState Government SecuritiesHigh Quality Corporate BondsEquity shares of listed companiesPropertySpecial Deposit SchemeFunds managed by insurerOthers (to specify)Total

1.0770.658

(0.695)1.129

---

2.169 -

2.169

1.7622.169

(2.303)1.628

10.1618.533

(1.628)(0.479)

0.092

------

100.00%-

100.00%

0.9640.784

(0.361)(1.610)

---

(0.223)3.1012.878

8.869(0.223)(6.885)

1.762

9.4587.696

(1.762)1.734

(0.124)

------

100.00%-

100.00%

VII

VIII

IX

X

10) Managing Directors' Remuneration:

Computation of Net Profits & Managing Director'sRemuneration as per Section 349 read with Section309(5) of the Companies Act, 1956



Net profit as per P&L account before extra-ordinary itemAdd:MD RemunerationDirectors RemunerationSitting Fees

TotalLess:Capital profit on sales of assetsProfit on sale of Investments

Net Profit u/s 198Maximum remuneration payable to MD @5%Remuneration Actually PaidExcess Remuneration (Refer Note Below)

28.322

3.67431.996

0.008

31.988 1.599 3.634 2.035

3.634-

0.040

0.008-

97.815

5.894 103.710

0.510

103.200 5.1605.8540.694

5.854-

0.040

0.510-


79


80

Particulars

Direct Exports 54.78857.082

13) Earnings in Foreign Exchange calculated on FOB basis:

Particulars

ImportedIndigenous Total

14) Raw materials and Stores Consumption:

Travelling Expenses Testing Charges

1.3750.042

0.882Nil

Particulars

11) Expenditure in Foreign Currency:

Particulars

Raw Materials and ComponentsCapital GoodsTraded Goods

84.862 Nil

97.773

64.915 Nil

92.374

12) CIF value of imports:

Note: For the above amount of Rs.0.694 Million being the amount paid in excess of the limit prescribed under Sec.309 of Companies Act Central Government approval is being applied. Pending receipt of such approval the aforesaid amount will be held by him under trust.

SalaryHouse Rent AllowanceEducation AllowanceSpecial AllowanceConveyance AllowanceMedical Performance PayTotal (Total excludes contribution to PF/SAF)

1.635 0.4910.1640.9840.1960.1642.2205.854

1.635 0.491 0.164 0.984 0.196 0.164

- 3.634









Particulars

Note: Provision of gratuity not considered since the amount is not ascertainable individually, under the LIC Group Gratuity a cash accumulation scheme.

b)


%%


186.764 359.656546.420

3466

100

148.678 341.250 489.928

3070

100

15) Installed Capacity / Actual Production (Quantity in Numbers):

Particulars

Automotive Equipments

Installed Capacity31.03.10

Installed Capacity31.03.09

Production31.03.10

Production31.03.09

22000 17408 22000 17497

Particulars

Automotive Equipments 886.34617882 736.45717345

16) Turnover:

Particulars

Net Profit

Weighted average Number of Shares Outstanding

Basic Earnings Per Share (in Rs)

50.702 0.09563.36

16.907 0.09187.85

As on 31.03.2009(Rs. In Million)

As on 31.03.2010(Rs. In Million)

17) Earning Per Share:

18) Accounting Standards (AS) 18, Related Party Disclosures: (Rs. In Million)

Holding CompanyParticulars Associates

Key Management Personnel

Total Total

Quantity (In Nos)

Quantity (In Nos)

Value (Rs. In Million)

Value (Rs. In Million)

31.03.200931.03.2010

Purchase of goods

Sale of goods

Receiving of services

Interest

- Payments

- Receipts

Remuneration

Payables

Receivables

Advances

- Payable

- Paid

09-10

1.729

9.397

15.186

0.486

2.337

25.000

08-09

1.651

10.152

14.375

4.181

4.505

25.000

20.000

09-10

1.826

0.454

0.331

08-09

1.599

0.320

09-10

5.854

08-09

3.634

09-10

3.555

9.397

15.186

0.486

0.454

5.854

2.668

25.000

08-09

3.250

10.152

14.375

4.181

3.634

0.320

4.505

25.000

20.000

Note: Names of related parties and description of relationship1. Holding Company Elgi Equipments Limited

2. Fellow Subsidiaries Adison Precision Instruments Manufacturing Company Limited ELGI-GULF (FZE). Elgi Equipments Zhejiang Limited (China). Elgi Compressors Trading (Shanghai) Co.Ltd (China). SA Belair - France 3. Associates a. Elgi Electric and Industries Limited b. Elgi Ultra Industries Limited. c. Treads direct Limited d. Elgi Rubber Company Ltd e. L.G.Balakrishnan & Bros Limited f. Ellargi & Co., g. Elgi Services h. L.G.Balakrishnan & Bros.

4. Key Management Personnel Dr.Jairam Varadaraj, Chairman Mr.Harjeet Singh Wahan, Managing Director

19 Previous year Figures have been regrouped and re-classified wherever necessary to make them comparable.


81


Cash Flow Statement (Rs. In Million)

82

31.03.200931.03.2010Particulars

A.CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before TaxAdd: Transfer from Capital ReserveAdd: Prior Year Adjustments

Adjustments for:DepreciationFinance Lease paymentsAssets Condemned and Written off(Profit)/Loss on sale of assetsDeferred Revenue expenditure(Profit)/Loss on sale of Investments(Profit)/Loss on sale of Auctionable claimsBad debts written offInterest and Bank Charges PaidDividend ReceivedInterest Received

Operating Profit Before Working Capital Changes

Adjustments for:Trade and Other ReceivablesInventoriesDeferred Revenue Expenditure - Employees VRS PaymentTrade Payables

Cash Generated From OperationsInterest PaidDirect Taxes PaidNet Cash From Operating Activities (A)

B.CASH FLOW FROM INVESTING ACTIVITIES

Purchases of Fixed AssetsSale of Fixed AssetsPurchase of InvestmentsSale of InvestmentsLoans to CompaniesInterest ReceivedDividend ReceivedNet Cash Used in Investing Activities (B)


Proceeds from Issue of Share CapitalShare PremiumRepayment of loans - ElgiProceeds from short Term BorrowingsDividend PaidNet Cash Used in Financing Activities (C)NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C)OPENING BALANCE OF CASH AND CASH EQUIVALENTS CLOSING BALANCE OF CASH AND CASH EQUIVALENTS

28.322--

2.722--

(0.007)---

0.3495.202

-(1.161)

65.52528.386

-(32.115)

(5202)(12.764)

28.322

7.10535.427

61.79697.223

(17.966)79.257

(10.280)----

1.161-

(9.119)

--

(20.000)--

(20.000)50.13831.23081.368

97.815 - -

3.617 - -

(0.510) - - -

2.406 3.499

- (1.954)

(41.439) (3.132)

(21.013) 79.085

(3.499) (27.934)

97.815

7.058 104.873

13.501

118.374

(31.433) 86.941

(7.675) 0.510

- - -

1.954 -

(5.211)

--

(25.000)--

(25.000) 56.731 81.368

138.099


Place Date




R. JAYACHANDRAN




Balance Sheet Abstract and Company's General Business Profile

83

I. Registration Details

Registration No.

State Code

Balance Sheet Date

II.Capital raised during the year

Public Issue

Warrant conversion application money received

Bonus issue

Private Placement

III.Position of mobilisation and deployment of funds (Amount In Thousand)

Total Liabilities

Total Assets

Sources of Funds:

Paid up capital

Reserves and Surplus

Secured Loan

Unsecured Loan

Deferred Tax Liability

Application of Funds:

Net Fixed Assets

Investments

Net Current Assets

Miscellaneous Expenditure

IV.Performance of Company (Amount In Thousand)

Turnover

Total Expenditure

Profit/(Loss) before tax

Profit/(Loss) after tax

Earning per share (Rs.)

Dividend Rate (%)

V.Generic Names of Three Principal Products of Company (as per Monetary Terms)

Item Code No.(ITC Code)

Product Description

014125

18

31.03.10

Nil

Nil

Nil

Nil

267,427.17

267,427.17

900

270,901.17

0.00

0.00

(4,374.00)

29,322.79

0.00

238,104.38

0.00

892,556.30

815,753.81

76,802.49

50702.49

563.36

0

842519.10

Hydraulic Lift


Place Date




R. JAYACHANDRAN




FACTORY & REGISTERED OFFICE

FACTORY & REGISTERED OFFICE, SUBSIDIARY OFFICE, BRANCH OFFICES AND FOREIGN OFFICES

FOREIGN OFFICES

BANGLADESH Dealer Address: IFAD Enterprises Limited,Sonartori Tower, 15th & 16th Floor, 12, Biponon C/A, Dhaka-1000 Bangladesh.Ph: 88-0173007775, +8802-9671453-7 Fax: 8802-8616148 E-mail : [email protected]

INDONESIA Dealer Address: C/o PT Esa Bina Utama, JL, Pangeran Jayakarta, No.117/B 43, Jakarta -10730, IndonesiaPh: +62-21- 65090383 Fax: 6007066 E-mail: [email protected]

MALAYSIA Dealer Address: Sykt Lee Industries SDN BHD, Lot 73-75 Semambu Industrial Estate Kuantan, Pahang 25350, MalaysiaPh: 00-60-95661011 E-mail: [email protected]

SRILANKA Dealer Address: Elgi Equipments Ltd., 441, SG Arcade, 2nd Floor, Sri Sangaraja Mawatha, Colombo-10Ph: +94 11 2392425 , E-Mail: [email protected]

THAILAND Dealer Address: P.P.Parts Co. Ltd., 559/68 Thanapat Haus, Soi Chuenchit, Nonsee Road,Chongnonsee, Yannawa Bangkok 10120 ThailandPh: +66 22841081, Mob: +66 845558052, Fax: + 66 22841082 E-Mail: [email protected]

SOUTH AFRICA Elgi Equipments SA (Pty) Ltd. Resident office: P.O Box 14134, Farramere, BenoniSouth Africa 1518, Mobile: +27 11 780765191 E-mail: [email protected]

KENYA Dealer Address: 4, Van Dyk Road, Nestadt Industrial Sites, Benoni R.S.A. C/o Holman Brothers (East Africa) Limited, P.O. Box 42044, Bunyala Road, Nairobi. Tel: (+254-020) 550626, 558981,555388 Fax: (+254-020) 6530481 Cell: (+254) 710 272 528, 737 743 366 Email: [email protected], [email protected]

BRAZIL Dealer Address: AR Brasil Compressores Ltda, Av. Alta Mantiqueira 448, Pirituba, CEP: 05171.200 Sao Paulo, SP Brasil CNPJ: 62.029.426/0001-25 Ph: +55 11 5627 8887, Fax: +55 11 3904 8882 E-Mail: [email protected]

COLOMBIA Construaire Ltda, Cra.54 No.16-06, Puente Aranda, Bogota, COLOMBIAPh: 57-1-2614514 Ctct : Mr.Luis Antonio Diaz, E-MAIL: [email protected]

AHMEDABAD "ELGI HOUSE" 2, Mill Officer's Colony, Behind La-Gajjar Chambers, (Old Reserve Bank) Opp. Times of India, Ashram Road, AHMEDABAD - 380 009 Ph: +91-79-26583736,26581274 Fax:+91-79- 26587683

BANGALORE 15,16 Richmond Road, Bangalore - 560 025. Ph: 91-80-22240674, 22220296, 22122474 Fax: 91-80-22293274BHOPAL Plot no. 4, Waibhav complex, Major shopping centre, Zone 1, MP nagar, Bhopal - 462011 Ph: 91-755-2578281, 2578317, 4273317 Fax: 91-755- 2578289

CHENNAI 100, Mahalingapuram main road, S4, 2nd floor, Apollo Dubai Plaza Nungabakkam, Chennai 34 Ph: +91-44 28172599 Fax: 91-44-28174699

COIMBATORE Singanallur, Coimbatore - 641005. Ph: 91-422-2589555 Fax: 91-422-2573697

HYDERABAD 1-8-611, Airport Plaza, Third Floor, Opp. Old Airport, Begumpet Road, Hyderabad - 500 016Ph: 91-40-27764516, 27768226, 27768326 Fax: 91-40-27768327 E-mail: [email protected]

JAIPUR 602, Diamond tower, Purenichungi, Ajmer road, Jaipur - 302021 Ph: 91-141-2970120 Fax: 91-141-2970121

KOCHI 39/3973, Pallimukku, MG Road Ernakulam, Kochi - 682016. Ph: 91-484-2360155 Fax: 91-484-2351904

KOLKATTA II Floor, Parijaat Building, 24 A Shakespeare Sarani, Kolkatta - 700 017 Ph: 91-33-22834270, 22834271 Fax: 91-33-22834272

MUMBAI Plot No.48, Mathurdas Vassanji Road, Marol Co-op Industrial Estate, J.B.Nagar Post, Near Sakinaka, Andheri(East), Mumbai - 400 059 Ph: 91-22-42161000 Fax: 91-22-28591601

NEW DELHI 23, Shivaji Marg, New Delhi - 110 015. Ph: 91-11-25928593, 25153644, 25928095, 25175018 Fax: 91-11-25459375

PUNE White House ground floor, 388-A, 1/2240, Mumbai-Pune Road, Opp. Sandvik(Asia), Phugevadi Dapodi, Pune - 411 012Ph: 91-20-27146776, 27148892, 27145289 Fax: 91-20-27146776 E-mail: [email protected]

TIRUCHENGODE / SALEM 4/2, Nandhini Complex, 1st Floor, Velur Road, Tiruchengode - 637 211 Ph: 91-4288-257137 Fax: 91-4288-257693

MADURAI Dealer Address: C/o Shree A, 195/75, SMG Complex, Chandragandhi Nagar, Bypass Road, Madurai 625010Ph: 9790029029, Email: [email protected]

BRANCH OFFICES

SUBSIDIARY COMPANIES (FOREIGN)

M/s. ATS ELGI LIMITED, Kurichy Private Industrial Estate, Kurichy, Coimbatore - 641021, India, Phone No: 91-422-2672201-3/2589999, Fax: 91-422-2675446, Website: www.ats-elgi.com

M/s. ADISONS PRECISIONS INSTRUMENTS MFG. CO. LIMITEDELGI Industrial Complex III, Trichy Road, Singanallur, Coimbatore - 641005. India.

SUBSIDIARY COMPANIES (DOMESTIC)

Trichy Road, Singanallur, Coimbatore - 641005. India, Phone No: 91-422-2589555, Fax: 2573697, Email: [email protected]

84


CHINA FACTORY : M/s. Elgi Equipments, (Zhejiang) Limited Address: Building 3 No.375, Huayan Road, Jiaxing Economic Development ZoneJiaxing (ZHEJIANG), P.R.CHINA PHONE: +86 15001789005, Mob +86 13817163603

CHINA SHANGHAI OFFICE : M/s. Elgi Compressors Trading (SHANGHAI) Co, Ltd (Factory address) Room 402, No.19, Lane 1500 South Lianhua Road, Shanghai, China PHONE: +86 15001789005, Mob +86 13817163603 E-Mail: [email protected]

MIDDLE EAST Elgi Gulf FZE, Po Box 120695, Sharjah Airport International Free ZoneSharjah, UAE Ph: +97165579970 Fax: +97165579980 Email: [email protected]

FRANCE : SA Belair, Zone Industrielle de Moutti-Sud-74540 Alby sur Cheran 323 946 624 RCS ANNECY

elgi equipments limited - bseindia.com · sri n.mohan nambiar dr.t.balaji naidu sri b.vijayakumar...

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