CONTENTS 02 Highlights 2008-09 04 Chairman’s Letter 08 Corporate Information 12 Management Discussion And Analysis 34 ten yearS' Financial Highlights 36 Directors’ Report 50 Corporate Governance 56 additional shareholder information 62 Financials CG stand-alone CG consolidated 144 Products & Services 148 Establishments >?=>B?=>JI (&&.#&/ ;l[d_dj^_iY^Wbb[d]_d][Yedec_Yf[h_eZ" 9hecfjed=h[Wl[i^Wi"j^hek]^_jiij[[bo Z[j[hc_dWj_edZ[b_l[h[ZWYh[Z_jWXb[_dYh[Wi[ _d]hemj^hWj[i#ioij[cWj_YWbboWYYecfb_i^_d] ckY^^_]^[hYedieb_ZWj[Zh[l[dk[i"j^ki Yh[Wj_d]]h[Wj[hi^Wh[^ebZ[hlWbk[$ H;L;DK; IN RS. 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(&&/ CONSOLIDATED F INANCIAL H IG H LIG H TS CHAIRMAN’S LETTER 2008-09 began with continuing global inflation, and ended with the sharpest decline in trade and GDP that the world has ever seen since the Great Depression of the 1930s. In the first week of July 2008 the spot price for crude oil was being quoted at over US$ 145 per barrel, with everyone predicting it would cross the US$ 200 mark. Oil was not the only commodity whose price was going through the roof. The prices of gas, coal, steel, copper, zinc, other metals and all key minerals were rising with every passing day. The bankruptcy of Lehman Brothers on 14 September 2008 caused the meltdown of the entire financial system that continued right up to December 2008. This has been followed by the economic crisis of the real sectors: sharp drop in demand, GDP and world trade, followed by recession and rising unemployment in all developed economies. Today, the financial crisis is a thing of the past because of massive and unprecedented interventions by governments and central banks across the world. But the recession and economic slowdown continues. Every country is either suffering from shrinking GDP or sharply reduced growth. As I write to you, the global situation continues to be quite bleak: ● Although most experts believe that the US economy will bottom out by the end of the third quarter of 2009, the estimated GDP growth for the year will be -2.9%. In April 2009, unemployment was ruling at 8.9%, and rising. The first four months of 2009 has seen 2.7 million net job losses, in addition to 1.7 million in the last quarter of 2008. ● The Euro area is in a deep recession. GDP growth for 2009 is estimated at -3.7%. The UK’s GDP growth for 2009 is just as bad: -3.7%. ● Japan may be heading towards yet another long term crisis. Industrial output has been falling by more than 30%; and GDP growth for 2009 being estimated at -6.4%. ● With an estimated 11% to 12% fall in the real value of world trade in 2009, China’s growth is expected to reduce to 6.5%. ● India’s growth is down from the 9% plus range of the last three years to 6.7% in 2008-09, with the chances of it being the same in 2009-10. In such difficult times, your Company has performed extraordinarily well. It has significantly grown consolidated revenues and profits; acquired new businesses; and has successfully positioned itself as an integrated products, systems and solutions provider across all its businesses — both in India and overseas. If anything, your Company has accelerated in its journey to be a globally significant player in the spaces that it operates. Let me share with you some key financial facts about your Company for FY2009. Net sales and services grew by 28% to Rs.8,737 crore in FY2009, which was a 7 per c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 Your Company has accelerated in its journey to be a globally significant player in the spaces that it operates. cent point increase in the growth rate over the previous year. ● Earnings before interest, depreciation, taxes, and amortisation (EBIDTA) increased by 30% to Rs.1,054 crore — and grew faster than the top-line. ● Earnings before interest and taxes (EBIT) rose by 36% to Rs.933 crore in FY2009 — and grew faster than EBIDTA. ● Profit before taxes (PBT) grew by 41% to Rs.867 crore — with PBT rising faster than EBIT. ● Return on capital employed (ROCE) increased to 36.4% — up by 460 basis points from FY2008. ● Earnings per share (EPS) were up 38% to Rs.15.27 in FY2009. These numbers highlight an outstanding performance for which all credit goes to your Company’s management. Given the peoplestrength of Crompton Greaves throughout the world, I have every reason to believe that we will continue to see robust profitable growth in the future. This brings me to the subject of opportunities. Companies grow by identifying opportunities earlier than others, and seizing them before their competitors. While we continue to grow and look for opportunities globally, we should not neglect our home market, the source of our strength and stability. C H AIRMAN ' S LETTER We believe that the profitability of generating power in India would not only be substantial, but also be more long lasting than from being a supplier of transmission and distribution equipment. We see several growth opportunities, of which I shall share three. The first has to do with power generation. Given the huge shortfall in power demand in India — the average nation-wide gap between peak demand and supply was 13% in 2008-09 — there is massive scope for creating long term income streams through power generation. We believe that the profitability of generating power in India would not only be substantial, but also be more long lasting than from being a supplier of transmission and distribution equipment. You may recall that, to gain experience in power generation and distribution, Crompton Greaves had acquired a 59% shareholding in the Malanpur Captive Power Limited, which now successfully operates a 26 MW gas based group captive power plant at Malanpur, Madhya Pradesh. We had also successfully bid for power distribution across the city of Nagpur — which, unfortunately, has not taken off due to regulatory and other local level hurdles. We, however, continue to try and resolve the issues with the concerned authorities. In keeping with the strategic need to be in power generation, the Board of Directors of your Company has unanimously approved a strategic investment of up to Rs.227 crore to purchase 41% of the shares in Avantha Power and Infrastructure Limited (APIL) at a book value, estimated at approximately Rs.11 per share. APIL, an Avantha Group company, is engaged in the generation, transmission and distribution of electricity. Today, it operates four captive power plants with an aggregate capacity of 95 MW, which is being expanded to 165 MW. In addition, it is establishing two new independent power producer (IPP) plants, each with a capacity to generate 600 MW in Chhattisgarh and in Madhya Pradesh. APIL has already purchased most of the required land, obtained the required environmental clearances and coal linkages, as well as ancillary support infrastructure like water supply. It has also finalised debt financing of the projects through reputed banks. It is in discussion with various power traders for tying up long term power purchase agreements. Sudhir Trehan, the Managing Director of your Company is the non-executive Chairman of APIL. Moreover, two independent Directors of your Company are being nominated to sit on the APIL Board. We believe this will be a significant opportunity for Crompton Greaves to expand its footprint into the business of power generation. The second strategic issue relates to India. Most commentators will agree that it is eminently possible for the country to achieve a long term GDP growth of 7.5% per annum on a sustained basis. Indeed, many believe that it could be better still. Even at 7.5% CAGR, c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 India will be the second fastest growing large economy of the world — second only to China. That makes the country a very attractive place to expand businesses. Your Company and the name ‘Crompton Greaves’ enjoys a great reputation and considerable franchise throughout India. It is our strategic intent to leverage this reputation and bring about quantum leaps in our Indian businesses. By that I mean all our three key businesses: ● The power sector — from smart solutions and services to design, engineering, equipment supply and erection in power generation, transmission and distribution. ● The industrial sector — across all our current plays in motors, alternators, railway transportation and signalling equipment — unified by drives, instrumentation, control panels and end-to-end solutions. ● The consumer business — fans, lighting, luminaires, pumps and appliances — with a major focus on leveraging the ever-increasing potential of up-country and rural markets. We want our revolutionary, power savings 5 watt LED lamp ‘Pharox’, which has a luminosity of 40 watts, to create waves in India; just as we want Crompton Greaves to be the brand of choice in every area that it operates, not just in India but throughout the sub-continent. The third strategic mission is to create a global mindset for all our businesses. By that I mean a mindset that creates one-world quality; shares best practices across all locations and businesses; recognises that customers want smart solutions, not just equipment; and through internal efforts as well as strategic acquisitions, becomes a global player in providing best-in-class end-to-end solutions. This journey has begun in the Power Systems business with the integration of our newer service and solutions-based international acquisitions — Microsol in the UK and Ireland, MSE in the USA, and Sonomatra in France. It is also coming into play with Pauwels, Ganz and the Power Systems business in India working in close coordination. I am seeing it happen in Industrial Systems. And with our new products and offerings in the Consumer business, I am sure you will see a rapid growth in solution centric approaches there as well. Finally, your Company must grow through its own Intellectual Property. We have made a beginning here as well and I hope to be able to come back to you with more substantial details in the coming years. This has been yet another excellent year for your Company. But it is just the beginning. We have to fuse our excellence in execution with major strategic plays to become game changers in all our businesses. Given the capability of your Company’s management and all its employees, I have no doubt that we will get there. Sooner than we think. Thank you for your support. Gautam Thapar Chairman This has been yet another excellent year for your Company. But it is just the beginning. We have to fuse our excellence in execution with major strategic plays to become game changers in all our businesses. C H AIRMAN ' S LETTER CORPORATE INFORMATION Board of Directors Chairman Managing Direc tor Non-Executive, Independent Chief Financial Officer Company Secre tary Auditors Solicitors G Thapar SM Trehan S Bayman O Goswami S Labroo M Pudumjee SP Talwar V von Massow BR Jaju W Henriques Sharp & Tannan Crawford Bayley & Co. Bankers Union Bank of India State Bank of India Corporation Bank Bank of Maharashtra Canara Bank IDBI Bank Ltd ICICI Bank Ltd ABN Amro Bank NV Standard Chartered Bank Calyon Bank Registered Office 6th Floor, CG House, Dr. Annie Besant Road, Worli, Mumbai 400 030. fold out | left to right M Schillebeeckx, VP-CG Power (Americas); DS Patil, CEO-CG Power; AK Raina, VP-Large & Traction Machines & Stampings; W Henriques, Company Secretary, Legal Counsel & Global Head- Human Resources; JJ Patel, VP-Global R&D; BR Jaju, CFO; SM Trehan, Managing Director; M Verma, VP-Lighting & International; M Acharya, VP-Finance & Administration; JG Kulkarni, VP-CG Power (Asia); F Robberechts, VP-CG Power (Europe, Middle East & Africa); M Kelly, CFO-CG Power. The story of Crompton Greaves for FY2009 has been of accelerated profitable growth. We have grown revenues in difficult times, and profits at even higher rates — thus creating greater shareholder value. Gautam Thapar, Chairman (Right) and Sudhir Trehan, Managing Director (Left) MANAGEMENT DISCUSSION AND ANALYSIS Overview: Global and Crompton Greaves For a global electrical products and solutions company operating in intensely competitive markets, it is always creditable to maintain consistent growth of revenues and profits. To accelerate growth, improve performance and deliver even better shareholder value in a year of extreme financial and business turmoil is especially remarkable. The story of Crompton Greaves for FY2009 has been of accelerated profitable growth. We have grown revenues in difficult times, and profits at even higher rates — thus creating greater shareholder value. On the macro front, FY2009 was a tumultuous year. The first five months saw continuing astronomical increases in all commodity prices including steel and copper — the key raw materials for Crompton Greaves Limited (or ‘Crompton Greaves’ or ‘the Company’). Then came the global financial crisis in September 2008. Conditions deteriorated rapidly to set-off the worst recession since the Great Depression of the 1930s. At the time of writing this Management Discussion and Analysis, the recession and Rs.1 crore is Rs.10 million. All figures in US$ for 2007-08 (FY2008) are at US$ 1 = Rs.40.1238; for FY2009 at US$ 1 = Rs.46.5363. FY2009 stands for fiscal year 2008-09, i.e. 1 April 2008 to 31 March 2009. Analogously, FY2008. de-growth continues. India’s growth has decelerated from 9% in FY2008 to 6.8% in FY2009 to about the same growth rate in FY2010. The real volume of world trade is estimated to shrink by a significant 12% in 2009 as compared to 2008. In such extraordinarily difficult times, Crompton Greaves has acquired businesses; systematically grown consolidated revenues and profits; and has successfully positioned itself as an integrated products, systems and smart solutions provider, across all its key activities and overseas locations. Instead of shedding growth, the Company has accelerated in its quest to be a major global player in the spaces that it operates. And done so profitably. In May 2008, the Company acquired Société Nouvelle de Maintenance Transformateurs (Sonomatra), based in northern France at an approximate value of US$ 2 million. Sonomatra is engaged in the servicing of power systems such as providing on-site maintenance, repairing of power transformers & on-load tap changers, oil analysis, oil treatment and retrofilling solutions. This acquisition has widened the Company’s solutions providing capabilities beyond Belgium, to France. September 2008 witnessed another acquisition— that of MSE Power Systems and its subsidiary in the USA for an enterprise value of US$ 16 million. MSE Power is actively engaged in engineering, procurement and construction (EPC) of high voltage electrical power transformer systems. This acquisition will increase the Company's strength as a systems integrator in the EPC arena, particularly in renewable energy with a focus on the wind segment. Both acquisitions have widened the Company’s base for accelerating from a Company supplying products to offering endto-end smart power solutions. The Board of Directors and the management of Crompton Greaves have always felt that power generation in India is, and will be increasingly, a high growth sector. Shareholders will recall that, to gain experience in the business of power generation and distribution, the Company in 2006, had acquired a 59% shareholding in the Malanpur Captive Power Limited — which now successfully operates a 26 MW gas based group captive power plant at Malanpur, Madhya Pradesh. Viewing power generation as a strategic opportunity to ensure higher and more sustainable rates of future growth, the Board of Directors on 24 March 2009 approved a strategic investment of up to Rs.227 crore to purchase 41% of the shares in Avantha Power and Infrastructure Limited (APIL) at a book value, estimated at approximately Rs.11 per share. This investment is well within the limits 12 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 In such extraordinarily difficult times, Crompton Greaves has acquired businesses; systematically grown consolidated revenues and profits; and has successfully positioned itself as an integrated products, systems and smart solutions provider. First, since APIL is a group company —the Board referred the proposal to a Committee of Independent Directors for evaluation. The Committee met twice to review all operational and business details and then examined a valuation report prepared by an independent agency. After reviewing the facts and subjecting the key operational data to various stress tests, the Committee unanimously recommended to the Board of Directors of Crompton Greaves the purchase of 41% of APIL’s shares at a book value, estimated at approximately Rs.11 per share. Since the above was a Related Party transaction, the Audit Committee also reviewed and thereafter recommended the investment proposal for consideration by the Company’s Board of Directors. ● Second, given Crompton Greaves present reserves and its future cash flows, the acquisition price of Rs.227 crore was eminently affordable. Moreover, it will in no way impact the Company’s ability to acquire other assets — both in India and elsewhere in the world — in line with its strategy of becoming an integrated product, systems and solutions provider. ● Third, with the advent of other outside investors in the near future, the Company’s shareholding in APIL will necessarily reduce — but not below 26%, so as to give Crompton Greaves a strategic stake in APIL. ● Plants at Belgium, Ireland, Canada and Hungary are being overhauled The Power Transformer factory at Mechelen, Belgium prescribed by Section 372A of the Companies Act, 1956. APIL, an Avantha Group company, is engaged in the generation, transmission and distribution of electricity. At present, APIL operates four captive power plants with an aggregate capacity of 95 MW, which it is expanding to 165 MW. In addition, it is in the process of establishing two new independent power producer (IPP) plants, each with a capacity to generate 600 MW — at Korba (near Raigarh in Chhattisgarh) and at Jhabua (near Seoni in Madhya Pradesh). APIL has already purchased most of the required land, obtained requisite environmental clearances and coal linkages, as well as ancillary support infrastructure like water supply. It has also finalised debt financing of the projects through reputed banks. At the time of Crompton Greaves considering the investment proposal, APIL was in discussions with various power traders for tying up long term power purchase agreements to significantly de-risk its business. Given the positives, the Board of Directors of Crompton Greaves unanimously felt that an investment in APIL, especially at book value, would provide the Company an important entry into the high growth power generation sector and, simultaneously, increase long term shareholder value. Three aspects of this transaction need to be emphasised: 13 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s Accelerating Growth – Consolidated Financial Highlights for FY2009 Net sales and services EBIDTA EBIT ROCE Rs.8,737 crore Rs.1,054 crore Rs.933 crore 36.4% 28% 36% 30% Net sales and services grew by 28% — from Rs.6,832 crore in FY2008 to Rs.8,737 crore in FY2009. This translates to a 700 basis points increase in the growth rate over the previous fiscal year. Earnings before interest, depreciation, taxes, and amortisation (EBIDTA) increased by 30% — from Rs.811 crore in FY2008 to Rs.1,054 crore in FY2009. Note that EBIDTA grew faster than revenue. Earnings before interest and taxes (EBIT) rose by 36% from Rs.685 crore in FY2008 to Rs.933 crore in FY2009. Consequently, the ratio of EBIT to net sales and operating income has increased by 70 basis points to 10.7%. 460bps Return on capital employed (ROCE) increased to 36.4% in FY2009 — up by 460 basis points from FY2008. NoteS: For FY2009 US$ 1 = Rs.46.5363; for FY2008, it is US$ 1 = Rs.40.1238. Figures for FY2008 have been regrouped wherever necessary in order to make them comparable with those of FY2009. Detailed information on the investment in APIL was provided to the shareholders, by the Company’s communication dated 2 April 2009. The Board of Directors of Crompton Greaves also approved a proposal to buy-back equity shares of the Company at its meeting held on 24 March 2009, which was approved through postal ballot by an overwhelming majority of shareholders on 20 May 2009. This buy-back will take place through the open market mechanism of the stock exchanges. The proposed maximum price of the buy-back is Rs.170 per equity share, and the maximum 7 amount to be spent will be Rs.224.15 crore. The Company will be commencing buy-back shortly at an appropriate time, provided the prevailing share price is not above Rs.170 per equity share. Detailed information on the buyback was provided to the shareholders by the Company’s postal ballot notice of 2 April 2009. Even after the investment in APIL and the buy-back, the Company will have adequate financial resources to fund its expansion plans and also actively pursue inorganic growth opportunities through acquisitions. The key performance highlights of Crompton Greaves for FY2009 is given in the above graphs. Strategic Business Units Crompton Greaves has three strategic business units (SBUs) : (i) Power Systems called CG Power, (ii) Industrial Systems and (iii) Consumer Products. Chart A gives the comparative shares of business of the three SBUs on a consolidated global basis for FY2008 and FY2009. CG Power’s net revenues grew by 32% from Rs.4,667 crore in FY2008 to Rs.6,174 crore in 9 E D I E B ? :7J ; : D ; J H ; L ; D K ; I E < J > ; I8 Ki HI$9H EH ; FEM;H 9EDIKC;H ?D:KIJH?7B EJ>;HI 122 1,322 109 1,150 1,118 965 6,174 4,667 Unipower PROJECT for Power Transformer design is progressing well Winding process at the Power Transformer factory at Mechelen, Belgium (&& . ( &&/ 14 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 PBT PAT ORDER INTAKE UEOB EPS Rs.867 crore Rs.560 crore Rs.9,799 crore Rs.6,568 crore RS.15.27 38% 41% Profit before taxes (PBT) grew by 41% to Rs.867 crore in FY2009. Thus PBT increased faster than EBIT, which grew faster than EBIDTA, which grew more than the top line. 20% Profit after taxes net of minority interests and share of associate companies (PAT) rose by 38% to Rs.560 crore in FY2009. FY2009. At the average exchange rate, CG Power’s top line was US$ 1.33 billion. Net revenue from Industrial Systems increased by 19% from Rs.965 crore in FY2008 to Rs.1,150 crore in FY2009. Net revenue from Consumer Products rose by 18% from Rs.1,118 crore in FY2008 to Rs.1,322 crore in FY2009. Today CG Power accounts for 71% of Crompton Greaves’ consolidated net revenues; followed by 15% for Consumer Products; and 13% for Industrial Systems. Chart B shows this. CG Power: Consolidated Performance CG Power includes the consolidated global transmission and distribution businesses, and is the largest SBU of Crompton Greaves. This SBU manufactures power transformers, distribution transformers, extra high voltage (EHV) and medium voltage (MV) circuit breakers, gas insulated switchgear (GIS), EHV instrument transformers, lightning arrestors, isolators, vacuum interrupters and electronic energy meters. Increasingly, it has been moving into providing smart end-to-end turnkey solutions for transmission and distribution (T&D) through customised sub-station projects and other integrated end-to-end contracts that encompass solutions, design, products, procurement and erection. Given below are the facilities of CG Power in India and overseas. The order intake increased by 20% to Rs.9,799 crore. 20% In India ● K anjur Marg (Mumbai), Malanpur and Mandideep (Madhya Pradesh) power and distribution transformers. ● 38% The unexecuted order book (UEOB) as on 31 March 2009 stood at Rs.6,568 crore. This was up by 20% over the previous year, and represents 9 months of sales going forward. Nasik and Aurangabad Earnings per share (EPS) was up 38% to Rs.15.27 in FY2009, versus Rs.11.10 in FY2008. ● Tapioszele (Hungary) The Ganz plant manufactures transformers, gas insulated switchgears (GIS), and engages in contracting and services. It also manufactures traction motors (see section on Industrial Systems). (Maharashtra), Bangalore (K arnatak a) ● EHV and MV circuit breakers, EHV and MV instrument transformers, vacuum interrupters, isolators, lightning arrestors, power quality products and solutions and electronic energy meters. ● Gurgaon (Haryana) Engineering Projects Division (EPD). Seymour (Connec ticut, USA) and Eagle Overseas ● Mechelen (Belgium) The biggest plant of Pauwels. It manufactures custom-made medium and large power transformers, large distribution transformers, mobile sub-stations, and is engaged in contracting. ● Cavan (Ireland) Smaller single-phase and three-phase distribution transformers and micro-substations. ● Charleroi (Belgium) The services division of Pauwels. ● Washington (Missouri, USA) Threephase and pad-mounted transformers, unitised sub-stations and small power transformers. ● Winnipeg (Canada) Medium and large power transformers up to 575 MVA, mobile sub-stations and high voltage direct current (HVDC) converter transformers. ● Bogor (Indonesia) Power transformers from 10 MVA to 260 MVA. Dublin (Ireland), Jarrow (UK), (Idaho, USA) These Microsol facilities focus on the manufacture of sub-station and distribution automation products and systems; and project delivery and sales management for Europe, the Middle East and the US markets. ● Nor thern France Sonomatra facilities for servicing of power systems like providing on-site maintenance, repairing of power 8 I>7H;E<H;L;DK;E<J>;I8Ki FEM;H 9EDIKC;H ?D:KIJH?7B EJ>;HI 71% 13% (&&.·& / 15% 1% 15 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s MSE has the capability to execute an order-to-commission of a sub-station in 16 weeks MSE’s sub-station at the Cohocton Wind power project in USA transformers and offering oil analysis, oil treatment and retro-filling solutions. ● Albany (USA) Headquarters of MSE. It operates throughout the USA and other parts of the world as a key EPC player of high voltage power transformer systems, especially in renewable energy, sub-stations, aerial 9 9 E D I E B ? : 7J ; : D ; J I7 B ; I E < 9 = FEM ;H HI$9HEH; 6,174 lines and smart wind-plant information and communications systems. The key performance indicators of CG Power are given in Table 1 below. This includes the performance of CG Power’s Indian operations, as well as that of the overseas divisions: Pauwels, Ganz (excluding rotating motors), Microsol, Sonomatra and MSE. CG Power is well placed to leverage a significant increase in power demand. In the developed countries, especially Europe and the USA, there is a growing demand for creating renewable energy, especially through solar and wind. With its leadership position in SLIM® transformers for windmills and its ability to implement integrated solutions to connect wind farms to transmission grids via smart sub- stations, CG Power is well positioned to garner an increasing share of these businesses. The short term outlook for distribution transformers (DT) is not as good as it was in FY2008, especially in the developed countries. Acute recession in the USA and Europe has sharply reduced new housing starts — which is the key driver for the international DT business. Utilities too, have been postponing purchases of DT. Presently, it is difficult to predict the point of time, when there will be an upsurge in demand for DT in North America and Western Europe. Crompton Greaves is carefully monitoring the scenario and has taken various mitigating measures — such cost control and creating flexibility in its plants to produce any type of DT according to demand. In the near term, specifically FY2010, this cut-back 4,667 1 Consolida te d fi n a nc ial p erf orma nce o f CG Po w er Year ended 31 March, in Rs. crore Net Sales EBIDTA EBIT Capital Employed ROCE Unexecuted Order Book FY2008 4,667 507 437 1,396 31.3% 5,004 FY2009 6,174 713 625 1,533 40.8% 6,163 Growth 32% 41% 43% 10% 9.5% pts 23% Notes: Microsol was acquired on 28 May 2007. Therefore, the consolidated figures for FY 2008 is including 10 months for Microsol. The data for FY2009 include financial data for part of the year of MSE and Sonomatra. Figures have been regrouped wherever necessary to make them comparable. ( &&. ( &&/ 16 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 Key Performance Indicators of CG Power : Consolidated N et s a l es of CG Power increased from Rs.4,667 crore in FY2008 to Rs.6,174 crore in FY2009 — a growth of over 32% during the year, on the back of a 21% growth in the previous year. E BID T A grew by 41% from Rs.507 crore in FY2008 to Rs.713 crore in FY2009. E BI T rose by 43% from Rs.437 crore in FY2008 to Rs.625 crore in FY2009. R O C E Despite a 10% growth in capital employed, CG Power’s return on capital employed grew from 31.3% in FY2008 to 40.8% in FY2009. u ne x ec u te d o r d e r b ook ( U E O B ) increased by over 23%, from Rs.5,004 crore as on 31 March 2008 to Rs.6,163 crore in FY2009. This represents net sales of twelve months going forward. in demand may partly dampen CG Power’s international growth. The medium and longer term outlook for CG Power remains robust. Between 2008 and 2030, world demand for primary energy will rise from 11.4 billion metric tons to about 17.7 billion metric tons of oil equivalent; and almost three-quarters of this increase would be accounted for by India and China. In the electrical energy space, there will be a steady increase in global demand for transmission and distribution equipment and solutions — both for replacement and, in Asia, for new projects. Nearer home, the per capita electricity consumption in India is at 625 kWh, versus 12,200 kWh in the USA and 2,150 kWh in China. Given that the peak shortage of power in India stood at over 13% in FY2009, there is considerable scope for growth in the power sector — be it in transmission and distribution 2 Creating flexibility to produce any type of Distribution Transformer A Distribution Transformer production hall at Mechelen, Belgium equipment as well as in providing end-to-end solutions. With its synergies of size, scale, scope and global reach, CG Power is well placed to exploit these various opportunities and continue with its double-digit growth in the future. CG Power in India: financial performance CG Power (India) has performed excellently in FY2009. Table 2 gives the key performance indicators for FY2008 and FY2009. Net sales of CG Power (India) grew by 23% over last year to reach Rs.2,224 crore. This translates to a 3-year CAGR of 18%. EBIDTA increased by 34% to Rs.370 crore. EBIT rose by 35% to Rs.349 crore. Return on year-end capital employed (ROCE) was at 81.2% — an 18.3 per cent point jump over last year’s figure of 62.9%. S tan d - a lone p e r f or m a nce of C G Po we r ( Ind i a ) Year ended 31 March, in Rs. crore Net Sales EBIDTA EBIT Capital Employed ROCE Unexecuted Order Book FY 2008 1,806 277 258 410 62.9% 1,709 FY2009 2,224 370 349 430 81.2% 2,431 Growth 23% 34% 35% 5% 18.3% pts 42% The unexecuted order book (UEOB) grew by 42% to Rs.2,431 crore. CG Power (Overseas): financial performance The financial performance of the CG Power (Overseas) is given in Table 3. The overseas Power Systems business has showed a 36% top-line growth in FY2009 to reach Rs.4,034 crore (US$ 867 million). EBIDTA increased by 49% to Rs.342 crore (US$ 74 million). EBIT grew by 54% to reach Rs.276 crore (US$ 59 million). ROCE rose by 7.3 per cent points to 25%. And the unexecuted order book (UEOB) as on 31 March 2009 grew by 13% to Rs.3,732 crore (US$ 802 million) — or over 11 months of sales. Key Developments in CG Power Crompton Greaves looks at the CG Power business as an integrated and seamless whole. FY2009 saw several significant developments in CG Power, some of which are outlined below: ● Pauwels remains global number one for SLIM® transformers and wind farm installations. Major long term contracts spanning three to five years have been received in this area from 17 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s global majors such as Siemens, Enercon and Multibrid. ● MSE has interconnected over 23% of all wind power in the USA to the grid. This is a technologically demanding task — that of matching the variable frequency of wind power with the constant frequencies of the grid. In the process, MSE has proven itself to be a leader in this business. Today, it can execute an order-to-commission of a sub-station in 16 weeks. Going forward, MSE will be the key organisation for smart grids in the USA. ● CG Power was awarded its first contract for a build-operate sub-station — thus opening the area of integrating solution with equipment and service income streams. This is a 2 x 40 MVA 150/33 kV sub-station at Ghlin in Belgium, and CG Power’s first in offering integrated solutions. ● New turnkey contracts for building sub-stations won for the first time in Western Europe: Belgium, Holland and France. ● Developed the first off-shore wind transformers: 4 MVA, 33 kV-690V BioSlim®. Trackside transformers for railways application have been developed at the Company’s power transformer plant at Mechelen, Belgium. ● The transmission and distribution (T&D) business of Europe, Middle East and Africa (EMEA) filed for a European patent to connect off-shore wind farms to mainland transmission grids though smart, low maintenance offshore sub-stations. T&D EMEA and Canada are considered as world leaders in the design and sales of mobile sub-stations up to 220 kV. ● The services business in EMEA is doing well, with a solid reputation in key markets. It can repair transformers of any make and any vintage. In this, Sonomatra is a big help, by widening the service footprint to customers in northern France. ● The Unipower (power transformer unification) initiative is progressing well. Through this programme CG Power is on target to achieve technology leadership in the transformer business. Power transformer plants at Kanjur Marg and Mandideep in India, Belgium, Canada, Indonesia, and Ganz in Hungary are increasingly operating as a seamless whole, in matters of technology and design. ● The plants at Belgium, Ireland and Canada as well as the Ganz facility in Hungary are being completely overhauled. The operations of MSE and Sonomatra have been integrated with CG Power. Work is progressing rapidly to make all distribution transformer plants flexible, to deal with any product mix — similar to the USA facility at Missouri. ● Ganz has yielded a major success. In March 2009, CG Power was awarded an order to supply 14 units of 500 MVA, 765 kV autotransformers for the Power Grid Corporation of India Limited (PGCIL) for a total of Rs.324 crore — the largest single order for CG Power. Ganz is producing 11 of these 14 transformers, while CG Power (India) is building the remaining three. This order has established Ganz and CG Power (India) as one of the leading players in ultra high voltage (UHV) power transformers. Ganz will become the hub for designing, technology sharing and producing UHV transformers — the Company’s future for big ticket power transformers. Ganz is also capable of making mobile transformers, and has found new markets in UK, Congo, Iraq and Libya. Its gas insulated switchgear (GIS) achieved KEMA certification for short circuit performance and switching performance. Ganz has also produced 220 kV and 145 kV GIS for the Bhilai Steel Plant (order value of €4.9 million), which was supplied in June-July 2008, and the installation was completed in January 2009. It also supplied a second order to Torrent Power, Surat (value of €3.5 million), whose installation was completed in April 2009. ● Microsol’s strengths in automation solutions and delivery for power utilities has also delivered results; backed up by strong design and development capabilities for automation products. It launched IEC 61850 connectivity on the XCell automation platform and executed the first installation in a sub-station in Qatar. This has secured Microsol’s position as the supplier of choice by Scottish Power, with Microsol’s offerings to be used as Scottish Power’s IEC61850 integration platform globally and in the UK. Microsol has also begun to supply protection relays and other third party products to offer more complete solutions to customers. This has resulted in a successful partnership between Microsol 3 and the T&D EMEA business for the delivery of the automation system for a major project in Kenya. Integration between Microsol and MSE has resulted in enlarging the scope for both companies — with MSE assisting Microsol in the wind energy sector, and Microsol assisting MSE in the utility sector. Microsol is also working closely with EMEA to offer automation solutions to customers and to assist EMEA entering into the UK markets. In this, Microsol with MSE and EMEA have begun to develop a Smart Grid Identity along with a strategy for the entire organisation in the smart grid space — an area that promises explosive growth in the near future. ● CG Power (India) will be producing three of the 14 units of 765 kV power transformers for PGCIL. Its plant at Kanjur Marg has successfully conducted short circuit testing of 102 MVA, 400 kV single phase generator transformer for NHPC’s Subansiri Project in Arunachal Pradesh at KEMA in Holland. The Mandideep plant also successfully conducted short circuit testing of 25 MVA, 400 kV single phase and 32 MVA, 220 kV single phase generator transformer for NHPC’s Uri and Chamera projects at Central Power Research Institute , Bangalore. ● CG Power (India) also developed a 1200 kV capacitive voltage transformer (CVT) — a first of its kind in India. It produced a 550 kV capacitive voltage transformer (CVT) for Malaysia, which was a first for Crompton Greaves in India. It also produced 550 kV current transformer (CT) for Malaysia. CG Power (India) also developed a 72 kV SF6 circuit breaker through arc assist technology; the capability was enhanced from 31 kA to 40 kA; the product was successfully tested, and orders supplied. In addition, it developed 420 kV, 50 kA SF6 Circuit breaker — enhanced its capability from 40 kA to 50 kA — and secured an order from a multinational power major for 60 units. CG Power (India) also developed and successfully type tested 800 kV, 50 kA SF6 gas circuit breaker. Per f orma nce of CG Po w e r (Ov e rse as) Year ended 31 March, in Rs. crore Net Sales EBIDTA EBIT Capital Employed ROCE Unexecuted Order Book FY 2008 2,960 230 179 1,014 17.7% 3,295 FY2009 4,034 342 276 1,103 25.0% 3,732 Growth 36% 49% 54% 9% 7.3% pts 13% Note: Year-on-year figures are not strictly comparable, since FY2008 did not have MSE and Sonomatra performance figures. 18 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 CG Power (India) bagged a major order from Peru to supply 11 units of 200 MVA, single phase, 500/220 kV (3 x 600 MVA banks with two spare units) auto transformers valued at US$ 19 million (Rs.92 crore). This order marks CG Power (India)'s foray in the Latin American market for 500 kV transformers. ● The medium voltage switchgear division of CG Power (India) launched a new family of vacuum circuit breakers called ‘Felix’ — a highly flexible vacuum circuit breaker which brings in standardisation and improved electrical performance. The switchgear division introduced intelligent electronic devices (IED) for its products and started the manufacture of electronic relays. ● Since CG Power is managerially treated at as a unified entity operating in North America, Europe, India and South East Asia, the term ‘exports’ has little or no relevance. Even so, it needs to be stated that CG Power (India) has achieved an impressive growth in exports — 68% growth in actual exports in FY2009, amounting to Rs.1,104 crore; and 46% growth in export order input, which stood at Rs.1,093 crore. The major markets for transformers and switchgear supplied by CG Power (India) were Malaysia, Syria, Qatar and Vietnam in Asia; Chile and Peru in Latin America; and Nigeria, Kenya and Namibia in Africa. ● CG Power is well placed to leverage a significant increase in power demand. In the developed countries, especially Europe and the USA, there is a growing demand for creating renewable energy, especially through solar and wind. CG OFFERS TOTAL INTEGRATED SOLUTIONS TO CUSTOMERS WORLDWIDE Pauwels Contracting erecting a wind sub-station at a customer location in Germany 19 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s Industrial Systems Key Performance Indicators of Industrial Systems Business N E T S AL E S increased by 19% over the previous year to reach Rs.1,150 crore. E BI T grew by 9% to Rs.213 crore. R O C E stood at 88.8%. Crompton Greaves’ Industrial Systems SBU manufactures the following types of products: ● High tension (HT) motors ● Railway transportation equipment ● Low tension (LT) motors ● Direct current (DC) motors ● AC drives ● Railway signalling equipment ● Fractional horse power (FHP) motors ● Alternators ● Stampings Its facilities are located at: ● Madhya Pradesh Mandideep (HT motors and rail transportation equipment) and Pithampur (railway signalling equipment). ● Maharashtra Kanjur Marg (stampings) and Ahmednagar (LT motors, alternators, AC drives and stampings). ● Goa Bardez (LT motors) and Kundaim (FHP motors). ● Hungary Tapioszele (rotating machines). Table 4 gives the financial performance of the Industrial Systems Group over the last two years. Industrial Systems’ net sales increased by 19% over the previous year to reach Rs.1,150 crore. EBIT grew by 9% to Rs.213 crore. ROCE stood at 88.8%. There have been some growth slowdown in parts of the Industrial Systems business — driven by overall reduction in industrial growth and the deferment of capital outlays by major clients. This has been the case particularly for LT Motors. It explains the marginal decline in the SBU’s unexecuted order book as on 31 March 2009, compared to a year earlier. Despite this development the Company’s LT Motors division still occupies the No.1 position in AC motors; the No.2 position in alternators, and No.1 position in the growing telecom segment; and the No.1 position in DC motors. The LT Motors division has increased its sales of alternators by over 50% in value and, in the process, gained 10 per cent points of market share in numbers. M7 DIVISION HAS MAINTAINED ITS PROFITABILITY IN ADVERSE CONDITIONS The Vacuum Pressure Impregnation process plant at M7, Mandideep 20 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 A key feature of FY2009 has been the marked improvement in the performance of Ganz’ rotating machines. Gross sales was up by 75% from ¤8 million in FY2008 to ¤14 million in FY2009. CG occupies the No.1 position in AC Motors in India The Automated Winding Machine for AC Motors at LT Motors, Ahmednagar A key feature of FY2009 has been the marked improvement in the performance of Ganz rotating machines. Gross sales was up by 75% from €8 million in FY2008 to €14 million in FY2009. Inventory turnover ratio was up from 2.6 to 12.5, leading to substantial improvement in cash management. Productivity was improved; cycle times reduced; manpower costs were brought down from 27.5% of net sales in FY2008 to 19.3% in FY2009; and debtor days came down from 74 to 62. The rotating machines division of Ganz executed major orders for marquee customers in the cement industry and the power sector, in Hungary and abroad. The M7 Division, which makes HT motors, rail transportation equipment and railways signalling equipment, has also performed well in FY2009. Net sales increased by 26% to Rs.280 4 crore; and the unexecuted order book as on 31 March 2009 was up by 13% to Rs.271 crore. : D;JI7B;IE<?D:KIJH?7B IOIJ;CI8KI?D;II HI$9HEH; 1,150 965 Pe r fo r m ance o f the In d u str i a l S y stem s b us i ness Year ended 31 March, in Rs. crore Net Sales EBIDTA EBIT Capital Employed ROCE Unexecuted Order Book FY 2008 965 213 196 162 121.0% 425 FY 2009 1,150 230 213 240 88.8% 403 Growth 19% 8% 9% 48% -32.2% pts -5% (&&. (&&/ 21 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s C0nsumer Products Key performance indicators of Consumer Products Business Crompton Greaves’ Consumer Products business supplies fans, lighting equipment (light sources and luminaires), pumps, integrated security systems, home automation and a range of electrical household appliances. The SBU has the following facilities: ● Goa Bethora and Kundaim (fans and appliances) ● Himachal Pr adesh Baddi (fans) ● Mahar ashtr a Kanjur Marg (luminaires) and Ahmednagar (pumps) ● Gujar at Vadodara (light sources) The financial performance of the SBU is given in Table 5. Crompton Greaves’ fans and lighting were accredited with the ‘Superbrand’ status for FY2009 — the third time in succession for fans, and the second consecutive time for lighting. Thus, we can use the ‘Superbrand’ logo for 2009 and 2010. The domestic market’s growth for fans had slowed down to 8% in FY2009. However, our fans grew at 23%, and we are the fastest growing fans brand of India. The organised segment accounts for an estimated 33 million fans. With a 23% market share, Crompton Greaves is a clear leader in this segment — and the only fan manufacturer that enjoys the ‘Superbrand’ status. We sold over 5 million fans in FY2009, a first for any company in India. Our fans have the widest reach in terms of retail outlets; and we dominate in the north, west and south of India. We are progressing on manufacturing energy saving models and obtaining Star Ratings in the 4-Star and 5-Star category. Crompton Greaves’ market share for lighting, in India stands at 12%. We are the clear leader in the higher value sodium vapour segment — where we have grown at 17% versus an industry growth of 10%. The growth has been even more pronounced in street and high mast lighting, where we have grown at 35% compared to a market growth of 11%. Crompton Greaves has secured an order for 5 The Consumer Products business — the second largest SBU of Crompton Greaves in terms of revenues and the Company’s most significant cash generator — grew net sales by 18% to Rs.1,322 crore in FY2009; EBIT by 21% to Rs.146 crore; and generated a 123.2 per cent points increase in ROCE, bringing it up to 260.7%, which is the highest for the Company as a whole. 140,000 street lights in Mumbai and Delhi, valued at Rs.15 crore. This is the single largest order that any brand has executed in street lighting. The Company has also supplied the lighting equipment for the Delhi Metro under Phase II. The SBU has been awarded an end-toend supply-installation order of Rs.4.4 crore for street lighting in Pune. The lighting divisions’ proudest achievement is to be the first in India to indigenously produce a highly energy efficient light emitting diode (LED) lamp. It consumes just 5 watts of power, has light equivalent of a 40 watt bulb, and an average life of 50,000 burning hours. It also has wide voltage compatibility — from 160V to 280V. Priced at Rs.1,100 for the consumer, here is the economics: Even if one were to use the LED for 4.1 hours per day, the payback period is 2.25 years. Cost savings at 4.1 hours per day equals Rs.330 per year. The domestic market for pumps was around Rs.3,700 crore in 2008, and grew at around 6%. The organised sector accounts for 64% of the market. Crompton Greaves’ market share is 12%, placing it in the No.3 position. We have been gaining market share in pumps — our products grew at 13% versus market growth of 6%. We are also the clear market leaders in the domestic (i.e. home) pumps segment, and enjoy a very strong quality reputation. We intend to move more aggressively in the industrial and agricultural pumps segments in the near future. Pe r fo r m ance o f the Consu m er P r od u cts b u s iness Year ended 31 March, in Rs. crore Net Sales EBIDTA EBIT Capital Employed ROCE FY 2008 1,118 128 121 88 137.5% FY 2009 1,322 153 146 56 260.7% Growth 18% 20% 21% -36% 123.2% pts energy efficient appliances Wide range of CG home appliances 22 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 The lighting divisions’ proudest achievement is to be the first in India to indigenously produce a highly energy efficient light emitting diode (LED) lamp. It consumes just 5 watts of power, has light equivalent of a 40 watt bulb, and an average life of 50,000 burning hours. In the home appliances segment, we are in small appliances (such as geysers, mixers, grinders, toasters, electric irons and emergency lanterns) and home UPS. Today, it is a Rs.70 crore business for the Consumer Products SBU. We want to grow it to Rs.350 crore in the next four years by establishing Crompton Greaves as a reliable brand, and leveraging this through rapid network expansion. ; D;JI7B;IE<9EDIKC;HFHE:K9JI 8KI?D;II HI$9HEH; 1,322 1,118 CG’s Consumer Products business outperformed the market growth rate Mumbai's iconic CST station illuminated with CG's ‘Volumina’ lamps (&&. (&&/ 23 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s Human Resources (HR) Crompton Greaves has always viewed HR in an integrated manner — that of aligning all facets of its human capital with business and organisational transformation. Hence, HR plays the role of a strategic influencer of the Company’s various businesses. An important reason for the success of HR in Crompton Greaves, has been the formal integration of business leadership in deciding the HR initiatives. This has been achieved through an HR Council consisting of business heads and corporate HR. Having experienced the benefits of this model, FY2009 saw a Global HR Council being formed — consisting of the business heads of each of foreign locations and corporate HR from Crompton Greaves, India. India has been chosen as the hub for its Global HR initiatives. During FY2009, the HR structure and processes were re-modelled to encourage even greater participation of the employees in shaping both business and HR priorities. A quarterly HR Summit programme has been initiated, which involves participation of the business leadership as well as HR professionals. Through these Summits, several HR themes have evolved, which have then become the drivers for initiatives during the year. This process has resulted in creating sharper metrics and more focused action plans. In the course of FY2009, the different HR Summits led to formulating strategies to achieve a higher platform for recruitment, retention, talent management, career progression, succession planning, leadership development, rewards and incentives and welfare of employees. One of the major outcomes of the HR Summits was the creation of an integrated Talent Management Model at all levels, with a thrust on executive development. FY2009 also saw the creation of a formal HR coalition at the global level between the Company in India and all the foreign companies under the Crompton Greaves fold. A Global HR Conclave was held, where HR professionals across all group companies, worldwide, shared their best practices. Based on this, common frameworks have been created. Simultaneously, themes and action plans have been designed in performance management systems, training and development, talent management, diversity, corporate social responsibility, employee engagement and corporate branding for the entire group. To foster better global integration, a Global Deputation and Mobility Policy has been put in place, which has led to cross-border movements of many executives within the group. At the leadership level, the HR focus has been to create a global mindset among the Company’s senior management. This pursuit has already shown results, in creating fundamentally new initiatives of providing end-to-end solutions for customers, in One World Quality, in operational excellence, and in exploring new growth areas and diversification. In addition to all these, a focus of HR is to consistently raise productivity through the implementation of the Crompton Greaves Production System (CGPS). Having achieved 133% of work content/CGPS norms at all its manufacturing units across India, the Company’s emphasis has been to further increase productivity abroad. We have succeeded implementing CGPS at Indonesia, Hungary (rotating machines plant) and at Canada. To further increase labour productivity and reduce work content, Crompton Greaves has initiated ‘Breakthrough Engineering Improvement Projects’ to achieve an additional 20% improvement in overall productivity at the workstations, and a minimum 2% improvement at unit or the Company level. Pressing this point yet further, an initiative has been launched called the ‘Accelerated Improvement Projects (AIP), which can lead to at least a 40% improvement in productivity in specific projects. At present, the AIP initiative covers over 100 such projects. The Company has successfully aligned its performance appraisal outcomes with a market benchmarking mechanism to set the remuneration of all executives. The goal setting process was revisited and strengthened to achieving more robust performance objectives. Meritocracy and differentiation, based on consistency of performance and future potential, continue to be the guiding force for deciding remuneration. The variable pay scheme for the leadership level management is based on Economic Value Added (EVA), with a difference. It is linked with competitor performance — where businesses have to perform better than their competitors to get access to a larger EVA-based variable pay pool. As with companies elsewhere, talent retention is a challenge. Crompton Greaves’ Having achieved 133% of work content/CGPS norms at all its manufacturing units across India, the Company’s emphasis has been to further increase productivity abroad. We have succeeded implementing CGPS at Indonesia, Hungary (rotating machines plant) and at Canada. Creating cross-cultural bonding and strengthenING common values Celebrating CG World Day at Pauwels, Indonesia 24 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 The variable pay scheme for the leadership level management based on Economic Value Added (EVA), with a difference. It is linked with competitor performance — where businesses have to perform better than their competitors to get access to a larger EVA-based variable pay pool. CG is strengthening the talent pipeline at the managerial levels Business Leadership Programme conducted at the CGMDC, Mulshi efforts in this area include mentoring, coaching, providing challenging projects, creating cross-functional teams, giving primacy to professionalism, and fostering a culture of openness that encourages the freedom to innovate with minimum hierarchical intervention. We believe that with our continuous improvement of processes and benchmarking with leading global practices, our talent pipeline will not be a cause for concern. Towards long term leadership development, Crompton Greaves has started its Global Leadership Programme (GLP) for executives at the level of unit heads. It has also relaunched its Business Leadership Program (BLP) to strengthen the talent pipeline at the managerial levels. Both programmes have best-in-class content, and are delivered by specially chosen faculty from the best management schools abroad and in India. Employee engagement is a key metric for the Company’s HR initiatives. This is achieved through a variety of mechanisms, such as ‘open houses’ with senior management and the performance management system. During FY2009, Crompton Greaves’ senior leadership volunteered and participated in a 360-degree feedback programme. CGHR4U, the Company’s HR portal, continues to grow in strength and has truly become an HR Life Cycle Management System. Existing modules are being further strengthened for content and user-friendliness, and new modules added. The CGHR4U systems were validated by two phased audits to further strengthen internal controls, processes and procedures. Training and development continues to receive serious attention. A corporate training calendar ensures regular programmes at the units, as well as at the Company’s top class Management Development Centre at Mulshi, near Pune. These actions are supplemented by sponsoring high performing–high potential executives for training at reputed management and engineering institutes in India and abroad. As a regular practice, Crompton Greaves visits various reputed engineering colleges for campus recruitments. We continue to be one of the most favoured engineering companies , and recruited over 130 engineering graduates on-campus during the year. We have successfully concluded seven wage settlements during FY2009 — these being carried out in a multi-trade union environment. The settlements have resulted in the higher productivity, contact time and plant utilisation. We celebrated the Crompton Greaves World Day on 15 October 2008. This was meant to rejoice at our creating cross-cultural bonding and to strengthen common values and beliefs among our various locations. Hereafter, 15 October will be celebrated as the CG World Day across all locations worldwide. 25 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s Corporate Social Responsibility (CSR) Crompton Greaves commitment to CSR grows with every passing year. During FY2009, considerable strides were made in community development by way of infrastructure, health, education and upgrading of facilities; in HIV/AIDS awareness; in affirmative action; and in industry-academia interface. To ensure a buy-in to CSR at the highest level, Crompton Greaves has a CSR Council comprising all business heads. This Council meets once a quarter with the corporate CSR Team to create new initiatives and review the progress of CSR across the various projects. The areas emphasised by the Council for FY2009 have been: (i) raising the health and safety bar for the employees, (ii) community development efforts, (iii) upgrading facilities in neighbouring villages, (iv) improving the industry-academia interface, (v) nurturing volunteerism, and (vi) committing firm resources for CSR activities. Corporate HR facilitates the Company’s CSR focus by assisting all the 22 locations in India to achieve the objectives established by the CSR Council. Environment Our manufacturing processes are reviewed for their social and environmental impact, especially in areas such as energy savings, waste reduction, re-cycling and minimising pollution. All manufacturing divisions of the Company in India have demonstrated their commitment to the environment by being awarded international accreditations — both ISO 14001 and OHSAS 18001. These certifications enhance adherence levels, achieve higher environmental standards and craft a path towards creating a pollution free and healthy environment at our workplaces. Many of the Company’s locations have established bio-gas plants and vermiculture facilities for efficient conversion of all bio-waste into compost. They have also been converting waste water for better utilisation, and have invested in rainwater harvesting. This year, as earlier, employees across the Company came together to demonstrate their environment commitment on World Environment Day (5 June 2008). Many activities were undertaken at each divisions such as substantial increase in tree planting, screening of videos that create greater environmental As in previous years, 1 October, was dedicated as the Blood Donation Day. Concerted efforts are made by all employees to donate blood across all locations. This movement has been gaining impetus year-onyear. This time around, we witnessed many of the Company’s CSR community beneficiaries, visitors and employees from neighbouring industries also donating blood. Many of the Company’s locations have established bio-gas plants and vermiculture facilities for efficient conversion of all bio-waste into compost. They have also been converting waste water for better utilisation, and have invested in rainwater harvesting. Community Projects All the Company’s divisions continue to intensify their CSR efforts in identified communities, through projects decided according to various Needs Surveys. Some of these projects are highlighted below: consciousness, and having several events with environment as the key theme. HIV / AIDS Our pledge to creating greater HIV/AIDS awareness continues. In FY2009, we extended our coverage of the HIV/AIDS awareness programmes to members of Crompton Greaves’ supply chain — clearing and forwarding agents, truck drivers, suppliers, vendors and communities in the vicinity of our plants. This initiative has received a positive response: some 4,000 people were covered during the year. ● Switchgear Complex at Ambad, Nasik (Maharashtra) Upgrading the village of Nandurvaidya. Continuing project. This has involved renovating the primary and middle school, creating a well-equipped library for the village children, upgrading the village public health centre, and building additional toilets and sanitation throughout the entire village. Several women’s self help groups have been set up to gain additional income by making papad, pickles, candles and stuffed toys — with the Company’s premises being offered to sell their products. ● M7 division at Mandideep, near Bhopal (Madhya Pradesh) Adopted the Ratanpur CG is committed to the cause of environment CG employees planting trees on World Environment Day 26 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 village over the last few years. Ratanpur, like most villages in the interior of India, earlier suffered from long and frequent power cuts. This year, based on the village’s needs, the division set up LED solar street-lighting; and provided the village school children with light based on solar power for their studies. ● M4 division (Goa) The village of Kunkoliem in the vicinity of the division suffered from the lack of a health centre and paucity of a nearby pharmacy — forcing the villagers to trudge almost six kilometres to the nearest medical service. In FY2009, the division built a public health centre for the village and its surrounding areas; and has made arrangements for a doctor to visit once a week. In addition, the division has donated computers to the local school. ● S6 division at Aur angabad (Mahar ashtr a) In a collaboration with the Indian Army, the division has converted a large stretch of barren land into a green belt including arrangements for water harvesting together with a bore well and pump. ● LT Motors division at Ahmednagar (Mahar ashtr a) The entire village of Hingangaon has been provided toilets, which has helped minimise a water-borne, mosquito carrying vector disease called chikungunia. The village also now has full-fledged drinking water facilities. ● Nor thern Region office Has collaborated with an NGO running a hospital in Sunder Nagri, East Delhi, and in establishing a multi-media institute, where computer classes are conducted for the local youth at very nominal fees. There are many more such initiatives: Kanjur village (by our Kanjur complex at Mumbai), Gurari village (by T3 division at Mandideep), Nimgaon village (by the M6 division at Ahmednagar), Shevta village (by the S6 division at Aurangabad), Kasarwara village (by the fans division at Goa), and Chitral and Gametha villages (by the lighting division at Baroda). Whenever a village or a community is adopted, we focus on educational facilities, and have contributed to rebuilding village schools, upgrading educational facilities and supporting better teachers and teaching aids. We also sponsor coaching classes, personality development classes, libraries, self-help groups and computer literacy — all aimed at raising overall education standards and creating employability. Equal emphasis is given to establishing medical facilities, setting up or upgrading public health centres, and making essential medicines available to the villages and their surrounding areas. These are supplemented by regular health camps and eye camps. The third thrust area is improving Our pledge to creating greater HIV/AIDS awareness continues. In FY2009, we extended our coverage of the HIV/AIDS awareness programmes to members of Crompton Greaves’ supply chain — clearing and forwarding agents, truck drivers, suppliers, vendors and communities in the vicinity of our plants. living conditions: drainage, sanitation, electricity, street lighting and toilet facilities. Affirmative Action (AA) In November, 2006, Crompton Greaves became a signatory to the Confederation of Indian Industry’s Code on Affirmative Action, thus declaring its public commitment to promote the cause of Affirmative Action (AA). Our AA initiatives during FY2009 have been as follows: ● Working with colleges and universities in Nasik and Bhopal, in the areas of classroom training, study missions, developing course curriculum and relevant industrial exposure. ● Sponsoring coaching classes for the Common Entrance Test examinations to increase the participant’s probability of succeeding in being admitted to the better colleges. ● Upgrading ITI s Divisions of the Company at Nasik, Gwalior and Ahmednagar have collaborated with ITIs to design and implement special courses, create apprenticeship opportunities and offer financial sponsorships with the aim of improving the chances of employability of AA candidates. ● Finishing school sponsorships, that focus on building soft skills and a general confidence level of AA candidates. ● CG FOCUSSES ON EDUCATIONAL FACILITIES THROUGH ITS COMMUNITY PROJECTS Scholarships for AA candidates in electronic, electrical, mechanical and metallurgical engineering. This scheme has been extended to 14 National Institutes of Technology. A classroom of the renovated BMC School at Kanjur Marg, Mumbai 27 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s The Six Sigma movement is central to CG, and is led from the top The Vapour Phase Drying process for transformers being optimized by Six Sigma at T3, Mandideep Industry-Academia Interface Six Sigma and Quality Crompton Greaves believes that a strong industry-academia interface is an enabler of business success. Here are some areas where the Company has been involved in FY2009. The Six Sigma movement is central to Crompton Greaves, and is led from the top. Quarterly reviews of Six Sigma projects are conducted by the Managing Director with the Six Sigma Core Committee. During FY2009, the Company achieved the following milestones: ● SIGMA (Stimulating Inspiration Guidance and Mentorship Association) involves five colleges in Mumbai with a focus on underprivileged students. Among the companies involved, Crompton Greaves has been recognised as a prime-mover for this initiative. It has involved shop floor visits, sponsoring seminars, guest lectures by our executives, and attending training programmes at our Management Development Centre. ● Plant visits Several divisions have an organised approach by which students from colleges and ITIs are given real life industry exposure through regular plant visits. ● Executed 98 Six Sigma Black Belt projec ts, in addition to 170 projects last year, across all divisions — with 26 Black Belts on the various teams. Our methods and results were appreciated by key customers like the Power Grid Corporation of India and end-users of fans. ● Supplier Qualit y Policy (SQP) has reached maturit y. Any supplier to Company’s critical-to-quality products is passed only after a rigorous assessment of the vendor’s design, manufacturing and quality systems by auditors from Crompton Greaves. SQP is being fully integrated with our SAP system. ● Launched an In-House Process Qualit y (IPQ) drive. 200 IPQ green belt projects have been initiated with the focus on reducing process rejection and rework, and improving manufacturing process capabilities, housekeeping and documentation. ● Knowledge Management for Six Sigma The Six Sigma movement is central to Crompton Greaves, and is led from the top. Quarterly reviews of Six Sigma projects are conducted by the Managing Director with the Six Sigma Core Committee. the knowledge generated through various Six Sigma projects which can then be used for reviews and assessment during the project cycle. ● Training The Six Sigma training centre became fully functional in FY2009. 14 Black Belt and three batches aggregating 130 Green Belts were trained by Master Black Belt faculty. SQP assessors are trained for auditing vendors. We started a Statistical Tool Examination for Black Belts which will be extended to Green belts FY2010 onwards. ● Customer orientation The focus during FY2009 was visiting key customers - to assess impact of our Six Sigma projects; and to initiate such projects which would improve customer perception. (KMSS) Software developed to accumulate 28 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 Information Technology (IT) and E-Sourcing Crompton Greaves has a robust IT network spanning all locations in India and abroad with high speed connectivity using multi-protocol label switching technology. It has a well equipped data centre at Kanjur Marg, which houses all servers running critical applications such as SAP, Business Warehouse, Dealer Portal, After-Sales Service portal, CGHR4U and Six Sigma. The Company has a disaster recovery site at Chennai, with a full-fledged, and frequently tested, disaster recovery plan. Our new focus is on critical information security. The Company has an IT policy that covers all aspects of security: physical and electronic access to information; access to critical areas; electronic distribution and sharing of information. Crompton Greaves intends to standardise business processes across all locations — especially the facilities abroad — with the focus on introducing common checks and controls within the enterprise-wide SAP framework. New SAP modules have been rolled out such as the Transportation Module, Inventory Module for Service Centres. All major non-SAP applications are being fully integrated with SAP to have master data consistency and seamless data interchange between the applications. An integrated SAP financial accounts closure software has been deployed to sharply reduce account closure time. On- line systems have been introduced to enhance the efficiency of the sales force and improve the response time. The SAP-based Integrated Dealer Portal has been expanded across dealers and industrial customers. An After Sales Service portal has been launched to service customers and increase their satisfaction index. Business Intelligence Warehouse tools are being effectively used for different types of analysis — which have been helping the business heads in dynamic decision-making and mid-stream corrections. E-Payments have been successfully executed throughout the Company. E-sourcing has helped CG to implement an effective company-wide purchasing process that has significantly lowered total costs by coordinating and leveraging common purchases across all divisions. The Company has completed over 300 eauctions; has built a team of more than 30 users who regularly source at least 20% of their direct spend through e-sourcing. During FY2009, 27% of the Company’s raw material spend was covered through e-sourcing. Reverse auctions have delivered cost savings of around Rs.51 crore. Crompton Greaves intends to standardise business processes across all locations — especially the facilities abroad — with the focus on introducing common checks and controls within the enterprise-wide SAP framework. CG’s data centre houses all servers running critical applications Servers at the data centre at Kanjur Marg, Mumbai 29 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s Financial Performance We first highlight Crompton Greaves’ stand-alone results, after which we discuss the financial performance of Pauwels, Ganz, Microsol, Sonomatra and MSE and, finally, the consolidated financials for the Company as a whole. Stand-alone Performance The stand-alone results of Crompton Greaves for the year ended 31 March 2009 is detailed in Table 6. Table 7 gives the key ratios (profitability, assets efficiency and leverage ratios) of the stand-alone entity for FY2008 and FY2009. ● Gross sales grew by over 16% to reach Rs.4,904 crore. Net sales increased by 19% to Rs.4,611 crore. ● Despite the pressure of rising input costs, better supply chain efficiencies, intelligent procurement management and vendor development capped the growth of material, manufacturing and operating costs to 14%. Thus, materials, manufacturing and operating expenses as a percentage to net sales have dropped from 72.2% in FY2008 to 69.3% in FY2009 — an improvement of 290 basis points on net sales. ● Operating earnings before interest, depreciation , amortisation and taxes (operating EBIDTA) grew by 31% over the previous year to Rs.638 crore. Consequently operating EBIDTA to net sales margin increased by 130 basis points, from 12.5% in FY2008 to 13.8% in FY2009. ● Other income (OI) fell from Rs.68 crore in FY2008 to Rs.36 crore in FY2009. Because of this, EBIDTA including OI as a percentage to net sales grew by 30 basis points from 14.3% in FY2008 to 14.6% in FY2009. ● Operating profit before taxes (operating PBT) grew by 38% over last year to reach Rs.578 crore. PBT including OI increased by 26% to Rs.614 crore. ● Despite a 26% increase in tax liabilities, profit after tax (PAT) grew 26% to Rs.397 crore. ● Return on year end capital employed (ROCE) was 46.3%; and return on net worth (RONW) stood at 32%. Earnings per share increased from Rs.8.6 for each Rs.2 share to Rs.10.8 in FY2009. ● As a stand-alone entity, Crompton Greaves is effectively a debt free company, with an interest coverage ratio that now exceeds 46. 6 S t a nd-al one Pe rfo rma nce o f Cromp ton Gre aves FY2008 4,223 347 FY2009 4,904 293 3,876 2,799 201 390 4,611 3,196 227 549 Operating EBIDTA Other Income (OI) 486 68 638 36 EBIDTA Including OI Interest And Commitment Charges (Net) Depreciation, Amortisation And Impairment 554 27 41 674 15 45 Operating PBT PBT Including OI Less: Provision For Taxes Current Tax Deferred Tax Fringe Benefit Tax 418 486 578 614 152 15 5 200 12 5 PAT Transfer From Doubtful Debts Reserve Balance Brought Forward From Previous Year Transfer To General Reserve Interim Dividend (Including Corporate Dividend Tax) 314 16 310 (31) (69) 397 540 (40) (86) Balance Carried Forward To The Balance Sheet Basic And Diluted EPS Per Share Of Face Value Of Rs.2 (In Rs.) 540 8.6 811 10.8 Year ended 31 March (in Rs. Crore, except EPS) Gross Sales And Services Less: Excise Duty Net Sales And Services Material, Manufacturing And Operating Expenses Staff Expenses Selling And Administration Expenses 7 S t a nd-al one Pe rfo rma nce o f Cromp ton Gre aves — Ke y Rati os FY 2008 FY 2009 12.5% 14.3% 12.5% 33.7% 47.9% 51.7% 8.6 10.1 13.8% 14.6% 13.3% 32.0% 46.3% 49.6% 10.8 12.4 Assets Efficiency Net Sales To Gross Working Capital (Times) Net Sales To Net Working Capital (Times) 2.3 10.7 2.2 8.1 Leverage Ratios Total Debt To Equity Interest Coverage Ratio 0.1 20.4 0.0 46.1 Year ended 31 March Profitability Ratios Operating EBIDTA(W/O OI) / Net Sales EBIDTA With OI / Net Sales PBT / Net Sales RONW ROCE (At Year-End Capital Employed) Cash ROCE EPS (In Rs. Per Share) Cash EPS (In Rs. Per Share) 30 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 CG'S SWITCHGEAR BUSINESS IS EXPLORING NEW MARKETS IN EUROPE High Voltage Instrument Transformer assembly in progress at S6, Aurangabad 8 C onsol i d ated F i na nci a l Pe r fo r m ance of the O ve rse as Ent it ies FY2008 Year ended 31 March FY2009 Rs. crore US$ Million Rs. crore US$ Million Gross Sales & Services 3,006 749 4,128 887 Net Sales & Services 3,006 749 4,128 887 225 56 334 72 22 6 22 4 76 Operating EBIDTA Other Income(OI) 247 62 356 Interest & Commitment Charges 38 10 43 9 Depreciation, Amortisation & Impairment 82 20 71 15 Operating PBT 105 26 220 48 PBT Including OI 127 32 242 52 EBIDTA Including OI Less: Provision For Taxes Current Tax 43 11 59 13 Deferred Tax (11) (3) 24 5 - 0 - 0 PAT 95 24 159 34 Minority Interest Fringe Benefit Tax Pauwels, Ganz, Microsol, Sonomatra and MSE The consolidated financial performance of all our overseas entities is given in Table 8. For the overseas entities: ● Net sales increased by 37% in rupee terms to reach Rs.4,128 crore in FY2009. In US$ terms, it grew by 18% to reach US$ 887 million. ● Operating EBIDTA grew by 48% in rupees to reach Rs.334 crore; and by 29% in US$ to US$ 72 million. ● PBT grew by 91% in rupees to Rs.242 crore; and by 63% in terms of US$ to US$ 52 million. ● PAT increased by 67% to Rs.159 crore; and by 42% to US$ 34 million. ( 5) (2) 1 0 Consolidated Performance Share Of Profit/(Loss) Of Associates 0 0 0 0 Transferred From Investment Grant 0 0 0 0 22 160 Table 9 gives the consolidated performance of Crompton Greaves, while Table 10 sets out the key ratios of the consolidated entity. Key financial achievements of Crompton Greaves as a consolidated entity were: Balance Carried Forward To The Balance Sheet 90 Foreign Exchange Rate For US$ 1 40.1238 34 46.5363 Note: Since MSE and Sonomatra were acquired in the course of FY2009 and their performance incorporated in the financial data, the figures for FY2009 are not exactly comparable with FY2008. 31 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s 9 C onsol i d ated F i na nci a l Pe r fo r m ance of C r om pton Gre av es Year ended 31 March FY2009 FY2008 Rs. crore US$ million Rs. crore US$ million 7,181 1,790 9,031 1,941 349 87 294 63 Net Sales & Services 6,832 1,703 8,737 1,878 Material, Manufacturing & Operating Expenses Gross Sales & Services Less: Excise Duty 4,565 1,138 5,693 1,224 Staff Expenses 797 199 1,063 228 Selling & Administration Expenses 725 180 985 212 Operating EBIDTA 745 186 996 214 Other Income EBIDTA Including OI Interest & Commitment Charges (Net) 66 16 59 12 811 202 1,054 226 70 17 66 14 Depreciation, Amortisation & Impairment 126 32 122 26 Operating PBT 549 137 808 174 PBT Including OI 615 153 867 186 Crompton Greaves, therefore, is a story of accelerated profitable growth despite difficult times. Net sales grew faster in FY2009 compared to FY2008. So too the unexecuted order book. So too PBT. So too the ratio of EBIDTA to net sales. So too the ratio of PBT to net sales. So too the ROCE. And so too the EPS. Less: Provision For Taxes 197 49 261 56 Deferred Tax 3 1 38 8 Fringe Benefit Tax 5 1 5 1 410 102 563 121 (5) (1) (2) (0) 2 0 (1) (0) 407 101 560 121 16 4 - - Dividend (Including CDT) (69) (17) (86) (18) Balance Carried Forward to the Balance Sheet 354 88 474 102 Current Tax PAT Minority Interest Share Of Profit/(Loss) Of Associates PAT After Minority Interest & Share Of Associates Transfer From Doubtful Debts Reserve Note: Since MSE and Sonomatra were acquired in the course of FY2009 and their performance incorporated in the financial data, the figures for FY2009 are not exactly comparable with FY2008. 10 C onsol i d ated F i n anci a l Per f or m a nce — K e y R at ios Profitability Ratios Operating EBIDTA (W/O OI) / Net Sales EBIDTA With OI / Net Sales PBT / Net Sales RONW ROCE (Terminal) Cash ROCE (Terminal) Per Share Ratios EPS Cash EPS Assets Efficiency Ratios Net Sales To Gross Working Capital (Times) Net Sales To Net Working Capital (Times) Leverage Ratios Total Debt To Equity Interest Coverage Ratio FY 2008 FY 2009 10.9% 11.9% 9.0% 32.7% 31.8% 37.6% 11.4% 12.1% 9.9% 31.4% 36.4% 41.1% 11.1 14.6 15.3 19.6 2.0 9.0 2.1 9.0 0.7 11.6 0.4 16.1 Note: Since MSE and Sonomatra were acquired in the course of FY2009 and their performance incorporated in the financial data, the figures for FY2009 are not exactly comparable with FY2008. ● ● ● In terms of net sales and services, Crompton Greaves was close to the US$ 1.9 billion mark in FY2009 (Rs.8,737 crore). Net sales and services grew by 28% in FY2009; operating EBIDTA grew faster still — at 34%; and operating PBT grew yet faster, at 47%. PAT (after accounting for minority interests and share of associated companies) increased by 38% to Rs.560 crore. Crompton Greaves, therefore, is a story of accelerated profitable growth despite difficult times. Net sales grew faster in FY2009 compared to FY2008. So too the unexecuted order book. So too PBT. So too the ratio of EBIDTA to net sales. So too the ratio of PBT to net sales. So too the ROCE. And so too the EPS. Risk Management Crompton Greaves has a robust and welldefined risk management policy for risk assessment and mitigation across all divisions and branches — both in India and abroad. We treat risk management as a key value creating function which is responsible for bringing about a culture change and protecting the organization from the impact of inadequate controls. The Risk Management Committee of the Board of Directors conducts quarterly reviews of major risks and their mitigation measures. These risks relate to: (i) business, (ii) operations, (iii) finance including treasury and financial reporting systems, (iv) technology, (v) quality, 32 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 Cautionary Statement Ganz GIS achieved KEMA certification for switching performance Installing the speed earthing switches at Ganz in Hungary (vi) competition, (vii) brands, (viii) IT systems, data security and storage, (ix) warranties, (x) assets, and (xi) regulatory matters. For both the India and overseas operations, there is pre-planned cycle of presenting risk reports to the Risk Committee of the Board — which are prepared by the business heads and vetted by the independent internal auditors of both Crompton Greaves India and overseas. Two Directors who are members of Crompton Greaves’ Risk Committee, including the Chairman, also conduct quarterly reviews of the risks at the Company’s overseas establishments. Internal Controls and their Adequacy Both Crompton Greaves in India and overseas have strong and independent internal audit departments responsible for assessing and improving the effectiveness of internal control and governance. Through clearly specified internal audit plans, vetted by the Audit and Risk Committees of the Board of Directors, these departments ensure strict adherence to management rules and policies, as well as ethical conduct within the organisation. The internal audit teams continuously review the authorization matrix for the segregation of duties in the SAP system. Extensive programmes of risk-based as well as transactions-based internal audits cover all businesses, divisions, plants, branches and the different areas of operations. These are first reviewed by management. Thereafter, the key issues are flagged every quarter to the Audit Committee of the Board of Directors. As mentioned earlier, the Chairman of Risk Committee of the Board along with the Managing Director also conduct quarterly reviews of internal audits and risks for the overseas establishments. The internal audit departments also extensively interact with the external auditors. The management of Crompton Greaves has prepared and is responsible for the financial statements that appear in this report. These are in conformity with accounting principles generally accepted in India and, therefore, include amounts based on informed judgements and estimates. The management also accepts responsibility for the preparation of other financial information that is included in this report. Statements in this Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may be ‘forward looking statements’ within the meaning of applicable laws and regulations. The management has based these forward looking statements on its current expectations and projections about future events. Such statements involve known and unknown risks, significant changes in political and economic environment in India or key markets abroad, tax laws, litigation, labour relations, exchange rate fluctuations, interest and other costs and may cause actual results to differ materially. Outlook FY2009 has been a good year for the Company. As at date, it is fair to say that the businesses in India will continue to show growth in FY2010; although at declining rates. However, as stated earlier, there are concerns about global demand — especially for distribution transformers manufactured at our facilities abroad. There also seems to be a slowdown in demand growth for LT Motors, and although to a limited extent also for larger motors with cutbacks in industrial investments. Even considering the above, Crompton Greaves is well set to achieve both its short term and long term objectives through a combination of organic and inorganic growth. SM TREHAN Managing Director Mumbai, 20 May 2009 33 m a n a g e m e n t d i s c u s s i o n a n d a n a ly s i s EARNINGS 2009 2009 2008 2008 2007 2007 2006 2006 2005 2005 2004 2003 2002 2001 2000 TEN YEARS' FINANCIAL HIGHLIGHTS year ended 31 march, rs. crore Total Income 1691 1383 1616 1740 1888 2180 2200 2771 4412 3695 6039 4290 7247 4940 9090 gross Sales and Ser viceS 1675 1378 1602 1726 1861 2153 2172 2739 4346 3660 5934 4223 7181 4904 9031 Ne t Sales and Ser viceS 1526 1254 1479 1587 1711 1973 1989 2521 4127 3368 5640 3876 6832 4611 8737 EBIDTA* 35 -44 157 170 185 190 194 265 390 377 588 553 811 674 1054 PBT -15 -73 7 37 90 125 128 195 277 307 436 486 615 614 867 PAT** -147 -73 4 28 71 115 120 163 233 192 282 314 407 397 560 Dividend per share in rs - - - - 1.40 1.40 1.40 1.40 1.40 1.40 1.40 1.60 1.60 2.00 2.00 Dividend Pay-out - - - - 37 37 37 37 37 47 47 59 59 73 73 WHAT THE COMPANY OWNED year ended 31 march, rs. crore Gross Block Including Capital WIP 770 769 773 792 801 819 825 861 1733 959 2335 1078 2733 1124 3083 Ne t Block Including Capital WIP 479 451 415 394 368 351 354 364 541 433 1087 515 1245 523 1379 Investments 117 120 95 74 70 77 83 102 65 135 65 195 93 266 167 Ne t Current Asse ts 621 323 298 282 246 295 297 331 571 414 708 361 759 570 969 Ne t Asse ts Employed 1217 894 808 750 684 723 734 797 1177 982 1860 1071 2097 1359 2515 *Earnings before Interest, Depreciation, Amortisation, Tax, and Exceptional Items ** Profit after tax, Minority Interest and Share of Associate Companies for Consolidated Profit and Loss Account consolidated stand-alone 34 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 2009 2009 2008 2008 2007 2007 2006 2006 2005 2005 2004 2003 2002 2001 2000 WHAT THE COMPANY OWED year ended 31 march, rs. crore Borrowings 851 627 571 459 334 315 315 250 422 270 904 88 842 54 718 Total Liabilities 1447 1149 1127 1033 982 912 915 1052 1970 1317 3139 1383 3484 1570 3919 NET WORTH OF THE COMPANY year ended 31 march, rs. crore Share Capital 52 52 52 52 52 52 52 52 52 73 73 73 73 73 73 Reser ves & Surplus 411 411 404 403 288 356 367 484 733 601 896 858 1229 1169 1758 Shareholders' Funds 401 325 417 442 340 408 419 536 785 674 969 931 1302 1242 1831 Tangible Ne t Wor th* 366 266 238 291 340 408 419 536 742 674 927 931 1243 1242 1783 RATIOS year ended 31 march Book Value Per Share in rs. 10.0 7.3 6.5 7.9 9.3 11.1 11.4 14.6 20.2 18.4 25.3 25.4 33.9 33.9 48.6 Earnings Per Share in rs. -4.00 -2.00 0.11 0.77 1.92 3.13 3.27 4.45 6.35 5.25 7.69 8.56 11.10 10.83 15.27 Cash Earnings Per Share in rs. -2.12 -0.11 2.14 3.05 3.71 4.28 4.43 5.96 8.80 7.04 11.35 10.07 14.63 12.38 19.63 Current R atio 2.04:1 1.62:1 1.54:1 1.49:1 1.38:1 1.49:1 1.5:1 1.41:1 1.37:1 1.39:1 1.32:1 1.28:1 1.29:1 1.38:1 1.3:1 Debt Equit y R atio 2.33:1 2.36:1 2.40:1 1.58:1 0.98:1 0.77:1 0.75:1 0.47:1 0.57:1 0.4:1 0.98:1 0.09:1 0.68:1 0.04:1 0.4:1 EBIDTA / Ne t Sales % 2.3 -3.5 10.6 10.7 10.8 9.6 9.8 10.5 9.4 11.2 10.4 14.3 11.9 14.6 12.1 Re turn On Tangible Ne t Wor th % -40.2 -27.4 1.7 9.6 20.9 28.2 28.6 30.4 31.4 28.5 30.4 33.7 32.7 32.0 31.4 Fixed Asse ts Turnover R atio times 3.2 2.8 3.6 4.0 4.6 5.6 5.6 6.9 7.6 7.8 5.2 7.5 5.5 8.8 6.3 number of permanent employees 9395 7664 6058 5707 5470 5256 8174 4916 7801 4912 7972 5002 8307 5094 8564 *Tangible Net Worth = Shareholders’ Funds - Miscellaneous Expenditure (Unamortised) - Deferred Tax Asset consolidated stand-alone 35 TEN Y EARS' F INANCIAL H IG H LIG H TS DIRECTORS' REPORT To, The Members, Your Directors are pleased to present their Seventy Second Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31 March 2009. OPERATIONS The second half of the current year witnessed a turbulent change in the macroeconomic fundamentals of the global economy. High international fuel and commodity prices at the beginning of the year, resulted in unrealistic increase in the raw material prices upto midSeptember 2008, which decreased rapidly, as the global financial markets plunged into turmoil from August 2008. There has been a severe choking of credit since then and a sudden crash of stock prices in both the global and the Indian stock markets. The consequent impact is visible both in the financial markets and also in the real economy all over the world, with an almost nervous business sentiment weighing severely on economic activities. The International Monetary Fund has portrayed a grim outlook for the global economy, with de-growth of 1.3% (-1.3%) in 2009. Governments around the world have taken wide-ranging policy actions to respond to the negative economic trends, by announcing multi-dimensional stimulus packages. Industry is optimistic that these measures will have a positive impact on the economy in the near future. In India, economic growth in the first half of the year averaged 7.8 per cent; a reduction from the 9.3 per cent in the comparable period of last year. However, conditions became much worse from the middle of September 2008 as commodities, led by crude oil, collapsed in the face of the financial meltdown and greater than anticipated intensity of recession in the advanced economies. This phenomenon also had its effect on the second half of the year. Demand for the Company’s products is substantially impacted by the government’s planned power sector outlays and private sector investments in the power sector. The 11th Five Year Plan (2007-08 to 201112) has witnessed huge plan outlays for power sector capacity addition; although implementation is being achieved at a slower pace. The Company’s domestic Power Systems business has therefore been relatively less affected by the slowdown. In the domestic market, Industrial Systems is witnessing a phenomenon of customers holding back ongoing capacity expansion plans, further intensified by pressure on margins due to a weak pricing environment. The Consumer Products Segment has performed better than the market, overcoming stiff competition and a slow down on account of lower demand from the real estate and retail sectors. To address the tough market conditions, the Company has stepped up its marketing efforts together with development of new product ranges and type testing at International Laboratories to facilitate export demand and further enhance customer confidence. The Company is also continuously expanding its suite of products, systems, automation and service capabilities to strengthen its competitive positioning. To strengthen its ’Solutions’ capabilities, two more companies joined the CG Group in this year. On 30 May 2008, the Company, acquired France based Société Nouvelle de Maintenance Transformateurs (Sonomatra). Sonomatra is engaged in providing services of on-site maintenance/repair of power transformers & on-load tap changers, oil analysis, oil treatment and retro-filling. This acquisition will enhance the Company’s capabilities in the services segment of its transmission and distribution business. On 12 September 2008, the Company acquired USA based MSE Power Systems Inc and its subsidiary company –MSE West LLC (MSE Group). MSE Group is engaged in Engineering, Procurement and Construction (EPC) of High Voltage Electric Power Systems. Its capabilities include conceptual engineering, 36 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 system studies and also complete EPC engineering, spanning Relay/Control, SCADA and Sub-station Automation. This acquisition will increase the Company’s strength as a Systems Integrator in the EPC International business arena, particularly in the Renewable Energy (wind) segment. Further raising the bar, product quality improvement has been a thrust area and an important pillar of our operational excellence initiatives; in our quest to achieve One World Quality at all our manufacturing locations. This is being achieved through systematic deployment of the Six Sigma process and an organised approach to standardization of designs, manufacturing process and quality parameters. As a part of this drive, vendor supply quality has been identified as a critical area and a long-term strategy of procuring critical raw materials only from vendors meeting decided threshold criteria in Six Sigma framework has been adopted. Enhanced robustness of designs with learnings from Pauwels and Ganz, were channelized to improve the quality quotient. The Company’s ’One World Quality’ Project is one more important milestone, with the objective to establishing uniform quality standards for all power transformer plants across its worldwide locations. In our pursuit for worldwide integration, the Company has undertaken projects like worldwide standardization of designs (Unipower Project), which will enable an integrated design environment in which designers can access, share and effectively reuse the available knowledge base across geographies. Commencing this year, the Company has initiated an ambitious project of developing standards and benchmarks for the manufacturing practices across the globe (Manufacturing Excellence Project). This project will develop standardized processes with preferred parameters and will be a significant driving force for increasing productivity and capacity utilization. The Company has responded to the wide fluctuations in key commodity prices, by entering into long term supply (frame) contracts with vendors, as a part of its Global Sourcing Strategy. Vendor development for ancillaries through technical knowledge sharing and sourcing from low cost countries, has further contributed to achieving overall cost effectiveness of products. Focus on operational excellence through effective implementation of benchmarked best practices and better utilization of critical capital assets, ensured conservation of working capital requirements. Diligent and frequent credit reviews have ensured quicker collection of receivables, at the same time, preserving credit quality of the Company’s sales in tough credit times. The low level of production losses has been further reduced, by the Company addressing and minimizing issues related to non-availability of materials, as well as, reorganizing the manufacturing, purchase and supply chain teams and methods. The above initiatives have enabled the Company to achieve a stand-alone net turnover of Rs.4,611 crore, during the year under review, as compared with Rs.3,876 crore during the previous year 2007-08, a rise of 19%. The synergy generated through the Pauwels, Ganz and Microsol acquisitions, resulted in the consolidated net turnover of the Company increasing from Rs.6,832 crore to Rs.8,737 crore, an increase of 28%. The Company has recorded a noteworthy stand-alone Profit Before Tax of Rs.614 crore, an increase of 26% as compared with last year. The consolidated Profit Before Tax increased from Rs.615 crore to Rs.867 crore. The Company has also recorded a significant stand-alone Profit After Tax of Rs.397 crore, an increase of 26% as compared with last year. The consolidated Profit After Tax increased from Rs.410 crore to Rs.563 crore. Going forward, the National elections has conferred a decisive mandate, raising hopes of a stable government and progress on economic reforms. A 100-day action plan promised by the United Progressive Alliance is expected to give renewed thrust to its unfinished reforms agenda, especially in the infrastructure and development sectors; announcements of a fresh stimulus package is anticipated to pull the economy out of its present slowdown. These developments have had a positive impact on the investor sentiment which has been reflected in the rally of the Indian stock markets, immediately after declaration of the election results. Future political stability will make India a more attractive investment destination; an oasis of relative stability in a reeling global economy. Sonomatra widens CG’s capabilities in the Services segment Transformer refurbished by Pauwels in co-operation with Sonomatra 37 DIRECTORS' REPORT FINANCIAL HIGHLIGHTS CG St a nd-al one Particulars in Rs. crore (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) (y) Gross Sales Less: Excise Duty Net Sales Less: Operating Expenses Operating Profit Add: Dividend and Other Income Profit before Interest, Depreciation, Amortisation and Taxes Less: Interest (net) Profit before Depreciation, Amortisation and Taxes Less: Depreciation, Amortisation and Impairment Profit Before Tax Less: Provision for Current Year Tax Less: Provision for Deferred Tax Less: Provision for Fringe Benefit Tax Profit After Tax Minority Interest Share of Profit/(Loss) of Associate Companies Profit after tax, minority interest and share of profit/(loss) of Associate Companies Balance brought forward from previous years Transferred from Associates Transfer (to)/from Doubtful Debts Reserve Transfer from Investment Grants Appropriation/Distribution Transfer to General Reserve Interim Dividend Corporate Tax on Dividend BALANCE CARRIED TO BALANCE SHEET CG IBV Conso lida te d*@ CG-Conso lida ted** 31.3.2009 4904 293 4611 3973 638 36 31.3.2008 4223 347 3876 3390 486 68 31.3.2009 4128 0 4128 3794 334 22 31.3.2008 3006 0 3006 2781 225 22 31.3.2009 9031 294 8737 7742 995 59 31.3.2008 7181 349 6832 6086 746 65 674 15 659 45 614 200 12 5 397 0 0 554 27 527 41 486 152 15 5 314 0 0 356 43 313 71 242 59 24 0 159 1 0 247 38 209 82 127 43 (11) 0 95 (5) 0 1054 65 989 122 867 261 38 5 563 (2) (1) 811 70 741 126 615 197 3 5 410 (5) 2 397 540 0 0 0 314 310 0 16 0 160 0 0 0 0 90 0 0 0 0 560 0 0 0 0 407 0 0 16 0 (40) (73) (13) 811 (31) (59) (10) 540 0 0 0 160 0 0 0 90 0 (73) (13) 474 0 (59) (10) 354 NOTE: *Consolidated Accounts of CG International BV, the holding company for the Pauwels, Ganz, Microsol, Sonomatra and MSE Acquisitions. ** Includes results of Pauwels, Ganz, Microsol, Sonomatra, MSE, Indian Subsidiaries and Associates. @ Figures have been regrouped for the purposes of consolidation. The Profit Before Interest and Tax of the respective Business Groups, compared with last year is given below: SBU in Rs. crore 2008-2009 2007-2008 349 258 204 195 146 121 Power Systems (including Pauwels, Ganz, Microsol, Sonomatra and MSE) 625 437 213 196 Industrial Systems (including Ganz Rotating Machines Business) Power Systems (CG stand-alone) Industrial Systems (CG stand-alone) Consumer Products A detailed review of the operations and performance of each Business Group as well as Pauwels, Ganz, Microsol, Sonomatra and MSE is contained in the Management Discussion and Analysis Report, which is given as a separate chapter in the Annual Report. INVESTMENT IN AVANTHA POWER & INFRASTRUCTURE In view of increased government spending on generation and transmission infrastructure and the projected increase in future demand, due to growth in industrialisation and urbanization, it was felt that the power sector has promising potential for growth. To gain experience in the power generation and distribution business, in 2006, the Company acquired a 59% shareholding in Malanpur Captive Power Limited (MCPL), which has developed and is already successfully operating a 26 MW gas based group captive power plant at Malanpur, Madhya Pradesh and has, thus, gained valuable experience in this business. The Company views power generation, transmission and distribution as a strategic opportunity for future growth, since it is an area which is germane to and has linkage with its existing business. Hence, it was considered desirable to expand its presence in this arena, by acquiring a strategic stake in Avantha Power & Infrastructure Limited (APIL). APIL, an Avantha Group company, whose current shareholders include Ballarpur Industries Limited (BILT), is engaged in the 38 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 CG St an d-al one Particulars IN Euro Million (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) (y) Gross Sales Less: Excise Duty Net Sales Less: Operating Expenses Operating Profit Add: Dividend and Other Income Profit before Interest, Depreciation, Amortisation and Taxes Less: Interest (net) Profit before Depreciation, Amortisation and Taxes Less: Depreciation, Amortisation and Impairment Profit Before Tax Less: Provision for Current Year Tax Less: Provision for Deferred Tax Less: Provision for Fringe Benefit Tax Profit After Tax Minority Interest Share of Profit/(Loss) of Associate Companies Profit after tax, minority interest and share of profit/(loss)of Associate Companies Balance brought forward from previous years Transferred from Associates Transfer (to)/from Doubtful Debts Reserve Transfer from Investment Grants Appropriation/Distribution Transfer to General Reserve Interim Dividend Corporate Tax on Dividend BALANCE CARRIED TO BALANCE SHEET CGIBV Conso lida te d*@ CG-C onso lida ted** 31.3.2009 748 45 703 606 97 6 31.3.2008 735 60 675 591 84 12 31.3.2009 630 0 630 579 51 3 31.3.2008 523 0 523 484 39 4 31.3.2009 1378 45 1333 1181 152 9 31.3.2008 1250 61 1189 1059 130 11 103 2 101 7 94 31 2 1 60 0 0 96 5 91 7 84 26 3 1 54 0 0 54 6 48 11 37 9 4 0 24 0 0 43 7 36 14 22 8 (2) 0 16 (1) 0 161 10. 151 19 132 40 6 1 85 0 0 141 12 129 22 107 34 1 1 71 (1) 0 60 94 0 0 0 54 54 0 3 0 24 0 0 0 0 15 0 0 0 0 85 0 0 0 0 71 0 0 3 0 (6) (11) (2) 135 (5) (10) (2) 94 0 0 0 24 0 0 0 15 0 (11) (2) 72 0 (10) (2) 62 Note: Average exchange rate considered for 1 EURO in 2008-09 is Rs. 65.5385 and in 2007-08 is Rs.57.4556. *Consolidated Accounts of CG International BV, the holding company for the Pauwels, Ganz, Microsol, Sonomatra and MSE Acquisitions. ** Includes results of Pauwels, Ganz, Microsol, Sonomatra, MSE, Indian Subsidiaries and Associates. @ Figures have been regrouped for the purposes of consolidation. business of generation, transmission and distribution of electricity. Presently APIL operates four Captive Power Plants with an aggregate capacity of 95 MW, which it is expanding to 165 MW. In addition, APIL is in the process of establishing two new Independent Power Producer (IPP) plants with a capacity to generate 600 MW each - the Korba Project, at Raigarh in Chhattisgarh and the Jhabua Project, at Seoni in Madhya Pradesh, for which APIL was seeking a strategic partner for its expansion plans. APIL was willing to offer shares to the Company at a book value, similar to its offerings to existing promoters. APIL had already arranged most of the required land, obtained environmental clearances, the requisite coal linkages, ancillary support infrastructure like water etc. and also finalised the debt financing for the project through reputed banks. APIL is also in discussions with various power traders, for tying up long term Power Purchase Agreements, which would significantly de-risk its business. Hence, it was felt that the investment in APIL would provide the Company a worthwhile avenue for its entry into the power sector. Since, APIL is a Group Company, the Board referred the proposal to a Committee of Independent Directors, for evaluation of the investment proposal. The Committee of Independent Directors held two meetings, to deliberate on the various aspects of the above proposal to invest in APIL. At the request of the Committee, an external professional valuation of APIL by KPMG India Pvt. Ltd. (KPMG) was presented and appraised; which valuation was significantly higher than the book value. Being convinced about the attractiveness of the future for the power sector and also about the prospects and potential of APIL, the Committee favourably recommended the investment proposal. Since the above was a Related Party transaction, the Audit Committee also reviewed and thereafter recommended the investment proposal for consideration by the Company’s Board of Directors. On evaluation of the investment proposal, the Board of Directors believed that it is an excellent economic and strategic opportunity, particularly considering the fact that the investment would be made at book value of APIL, which, in its opinion would create shareholder value for the Company’s shareholders in the long run. The proposal also posed minimum risks, since the major project risks were already mitigated by APIL. The Board 39 DIRECTORS' REPORT CG St a nd-al one Particulars in USD Million (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) (y) Gross Sales Less: Excise Duty Net Sales Less: Operating Expenses Operating Profit Add: Dividend and Other Income Profit before Interest, Depreciation, Amortisation and Taxes Less: Interest (net) Profit before Depreciation, Amortisation and Taxes Less: Depreciation, Amortisation and Impairment Profit Before Tax Less: Provision for Current Year Tax Less: Provision for Deferred Tax Less: Provision for Fringe Benefit Tax Profit After Tax Minority Interest Share of Profit/(Loss) of Associate Companies Profit after tax, minority interest and share of profit/(loss) of Associate Companies Balance brought forward from previous years Transferred from Associates Transfer (to)/from Doubtful Debts Reserve Transfer from Investment Grants Appropriation/Distribution Transfer to General Reserve Interim Dividend Corporate Tax on Dividend BALANCE CARRIED TO BALANCE SHEET CGIBV Conso lida te d*@ CG-C onso lida ted** 31.3.2009 1054 63 991 854 137 8 31.3.2008 1052 86 966 845 121 17 31.3.2009 887 0 887 815 72 4 31.3.2008 749 0 749 693 56 6 31.3.2009 1941 63 1878 1664 214 12 31.3.2008 1790 87 1703 1517 186 16 145 3 142 10 132 43 3 1 85 0 0 138 7 131 10 121 38 4 1 78 0 0 76 9 67 15 52 13 5 0 34 0 0 62 10 52 20 32 11 (3) 0 24 (2) 0 226 14 212 26 186 56 8 1 121 (0) (0) 202 17 185 32 153 49 1 1 102 (1) 0 85 135 0 0 0 78 77 0 4 0 34 0 0 0 0 22 0 0 0 0 120 0 0 0 0 101 0 0 4 0 (9) (16) (2) 193 (8) (15) (2) 135 0 0 0 34 0 0 0 22 0 (16) (2) 102 0 (15) (2) 88 Note: Average exchange rate considered for 1 USD in 2008-09 is Rs. 46.5363 and in 2007-08 is Rs. 40.1238 *Consolidated Accounts of CG International BV, the holding company for the Pauwels, Ganz, Microsol, Sonomatra and MSE Acquisitions. ** Includes results of Pauwels, Ganz, Microsol, Sonomatra, MSE, Indian Subsidiaries and Associates. @ Figures have been regrouped for the purposes of consolidation. of Directors of the Company, at its meeting held on 24 March 2009, approved investment of upto Rs.227 crore in APIL. This investment is well within the limits prescribed by Section 372A of the Companies Act, 1956. This investment will be made at book value; estimated at approximately Rs.11/- per share and would represent a present shareholding of approximately 41% in APIL. Once the residual equity requirements are funded, the Company’s shareholding in APIL would reduce; however, a minimum 26% shareholding will be ensured. To demonstrate its continuing philosophy of transparency and high standards of Corporate Governance, the Company through a detailed communication to the Members, dated 2 April 2009 has already conveyed the rationale for this investment. DIVIDEND The Company declared three interim dividends during the year: ● Rs.0.70 per equity share (35%) aggregating to a total dividend payout of Rs.30 crore (including dividend tax) declared on 21 October 2008; the Record Date for this purpose was 29 October 2008 and the Interim Dividend was paid on 12 November 2008. ● Rs.0.80 per equity share (40%) aggregating to a total dividend payout of Rs.34 crore (including dividend tax) declared on 23 January 2009; the Record Date for this purpose was 30 January 2009 and the Interim Dividend was paid on 13 February 2009. ● Rs.0.50 per equity share (25%) aggregating to a total dividend payout of Rs.22 crore (including dividend tax) declared on 24 March 2009; the Record Date for this purpose was 31 March 2009 and the Interim Dividend was paid on 13 April 2009. The abovementioned dividend payout as a percentage of the share capital works out to 100%. RESERVES The Reserves at the beginning of the year were Rs.857 crore. The Reserves at the end of the year are Rs.1,169 crore. DIRECTORATE Dr V von Massow and Mr S Labroo are the Directors who retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment to the Board. The details of the Directors being recommended for re-appointment are contained in the accompanying Notice of the forthcoming Annual General Meeting. 40 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 BUY-BACK OF SHARES To demonstrate its confidence with respect to the Company’s future stability and growth potential, as well as its willingness to expend its cash flows to increase liquidity for its shareholders, the Board of Directors of the Company at its meeting held on 24 March 2009, approved a proposal to buy-back the equity shares of the Company. The buy-back will take place through the Open Market mechanism on Stock Exchanges. The Equity Shares of the Company are proposed to be bought back at a maximum price of Rs.170/per Equity Share and the maximum amount expended will be Rs.224.15 crore. Through the postal ballot results announced today, the members have approved the buy-back. Even after the buy-back, the Company will have adequate financial resources to fund its expansion plans and also actively pursue inorganic growth opportunities through acquisitions. Detailed information on the buy-back has already been provided to the Members by the Company’s postal ballot Notice dated 2 April 2009. RESEARCH AND DEVELOPMENT The Company’s Global R&D Centre has devised certain parameters on which performance of its R&D activities are monitored - time for New Product Development, Revenue generation from commercialization of R&D projects and Intellectual Property Rights generation being the most important ones. The efforts of the R&D Centre has resulted in creation of three breakthrough technologies during the year and an increasing share of new products as a proportion of the total product portfolio; with a focus on developing knowledge based products and solutions. R&D has developed and implemented a New Product Development System (NPD) across all locations in India for monitoring the progress of platform and breakthrough technologies identified as future business drivers. The Business Development Cell established last year to enhance the convergence of business priorities with R&D goals, achieved a number of pilot orders for new platform technologies. Greater interaction between customers and marketing executives enabled translation of customer expectations into product features. The Company also participated in 10 high visibility public MSE increases CG's strength as systems integrator in EPC arena MSE’s Windy Point Windpower Project in USA CG’s Global R&D Centre is creating innovative transformer technologies Receiving Golden Peacock Innovative Award-2008 at Mumbai 41 DIRECTORS' REPORT exhibitions, to create an awareness of the new product portfolio of the Company. At the World Congress on Total Quality at Mumbai on 17 January 2009, the Company received the prestigious Golden Peacock Award for innovative transformer technologies. New products and processes developed are detailed in the Annexure 2. PROMOTER GROUP The Avantha Group is the promoter of the Company. For the purpose of the SEBI (Substantial Acquisition of Shares And Takeovers) Regulations, 1997, the names of the Promoter entities and other entities comprising the ’Group’ as defined under the Monopolies and Restrictive Trade Practices Act, 1969, are detailed in Annexure 1 to this Report. SUBSIDIARY COMPANIES The Company has four Indian subsidiaries viz CG Electricity Management Limited (CEM), CG Capital & Investments Limited (CG Capital), CG-PPI Adhesive Products Limited (CG PPI) and Malanpur Captive Power Limited (MCPL). CEM, CG Capital and MCPL are subsidiaries of the Company, and CG PPI, being a subsidiary of CG Capital, in terms of the provisions of the Companies Act, 1956, is also the Company’s subsidiary. The Netherlands-based CG International B.V., a 100% subsidiary of the Company, is the ultimate holding company of the Pauwels, Ganz, Microsol, Sonomatra and MSE Group, comprising 22 downstream subsidiaries, as under: ● Pauwels International N.V. ● Pauwels Americas Inc ● Pauwels Trafo Belgium N.V. ● PT Pauwels Trafo Asia ● Pauwels Trafo Gent N.V. ● Microsol Holdings Ltd ● Pauwels Trafo Ireland Ltd. ● Microsol (UK) Ltd ● Pauwels France S.A. ● Microsol Inc ● Pauwels Trafo Service N.V. ● Viserge Ltd ● Crompton Greaves Hungary Kft ● Microsol Ltd ● Ganz Transelektro Villamossagi Zrt ● Société Nouvelle de Maintenance Transformateurs ● Transverticum Kft ● MSE Power Systems Inc ● Pauwels Transformers Inc ● ● ● MSE West LLC Pauwels Canada Inc Crompton Greaves Germany GmbH In totality, the Company has 27 subsidiaries, 4 Indian and 23 foreign. The Company has obtained an exemption under Section 212 of the Companies Act, 1956, from annexing to this Report, the Annual Reports of the abovementioned 4 Indian subsidiaries and 23 foreign subsidiaries, for the year ended 31 March 2009. However, if any Member of the Company or its subsidiaries so desires, the Company will make available, the Annual Accounts of the subsidiaries to them, on request. The same will also be available for inspection at the Registered Office of the Company and of its subsidiaries, during working hours upto the date of the Annual General Meeting. The details of each subsidiary with respect to capital, reserves, total assets, total liabilities, details of investment (except in case of investment in subsidiaries), turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend are detailed at Page 105 of the Annual Report. CONSOLIDATION OF ACCOUNTS As required by Accounting Standards AS-21 and AS-23 of the Institute of Chartered Accountants of India, the financial statements of the Company reflecting the consolidation of the Accounts of the Company, its 27 subsidiaries mentioned above, and 5 Associate Companies, are annexed to this Report. The Associate Companies are Brook Crompton Greaves Limited, CG Actaris Electricity Management Pvt. Limited, CG Lucy Switchgear Limited, International Components India Limited and Pauwels Middle East Trading and Contracting Limited. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the prescribed format as an Annexure 2 to this Report. Microsol’s strengths are in automation solutions for power utilities Microsol launched IEC 61850 connectivity on the XCell automation platform 42 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 PARTICULARS OF EMPLOYEES The statement of particulars required pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002, forms a part of this Report. However, as permitted by the Companies Act, 1956, the Report and Accounts are being sent to all Members and other entitled persons excluding the above statement. Those interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office and the same will be sent by post. The statement is also available for inspection at the Registered Office, during working hours upto the date of the Annual General Meeting. DIRECTORS’ RESPONSIBILITY STATEMENT The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956. The Directors confirm that: ● the Annual Accounts have been prepared in conformity with the applicable Accounting Standards; ● the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for the financial year; ● sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities; ● the Annual Accounts have been prepared on a going concern basis. CG is the fastest growing fans brand in India Factory at Fans Divisions, Goa claimed repayment of their matured deposits amounting to Rs.0.17 crore as at 31 March 2009. At the date of this Report, an amount of Rs.52,000 has been claimed and repaid therefrom, or transferred to the Investor Education Protection Fund, on completion of seven years. Link Intime India Pvt. Ltd (formerly Intime Spectrum Registry Limited) continues to be the Company’s Registrars for all matters related to the Company’s Fixed Deposit Scheme. The contact details of Link Intime India Pvt. Ltd are mentioned in the Report on Corporate Governance. AUDITORS The Company's Auditors, Sharp & Tannan, hold office upto the conclusion of the forthcoming Annual General Meeting and, being eligible, are recommended for re-appointment on terms to be negotiated by the Audit Committee of the Board of Directors. They have furnished the requisite certificate to the effect that their re-appointment, if effected, will be in accordance with Section 224(1B) of the Companies Act, 1956. FIXED DEPOSITS Currently, the Company has discontinued acceptance of fresh deposits and also renewal of existing deposits. 140 persons have not SHARE REGISTRAR & TRANSFER AGENT The Company’s Registrar & Transfer Agents is Datamatics Financial Services Ltd (DFSL). DFSL is a SEBI-registered Registrar & Transfer Agent. The contact details of DFSL are mentioned in the Report on Corporate Governance. Investors are requested to address their queries, if any to DFSL; however, in case of difficulties, as always, they are welcome to contact the Company’s Investor Services Department, the contact particulars of which are contained in the Report on Corporate Governance. ENVIRONMENT, HEALTH & SAFETY The Company has a Health & Safety policy, which has been implemented across all its locations. The ’Health & Safety Committees’ at all locations ensure review and adequate compliance of the Company’s Health & Safety Policy. Our vision envisages ’zero accidents’ as the only acceptable standard. Detailed Safety audits are carried out and quarterly Health & Safety Committee meetings are held. Proper segregation of hazardous and non-hazardous waste is being implemented on a regular basis. The Company conducts mock/test drills for improving overall awareness and responsiveness towards emergency situations and also imparts on-the-job training to executives to handle emergency situations independently. Health check-ups for Executives, HIV/AIDS awareness and voluntary blood donation camps are some of the initiatives, which are regularly undertaken. All the manufacturing Units of the Company have received ISO 14001 Environmental Standards and Management Certification and OHSAS 18001 Certification for Occupational Health & Safety Assessment Systems. The Company periodically conducts surveillance audits of both ISO 14001 and OHSAS 18001, 43 DIRECTORS' REPORT CG Lighting HAS BEEN awarded the ‘Superbrand’ status Facade Lighting of Bhopal Museum with CG's Carona Floodlight to ensure continued conformity with these standards. The Company actively propagates usage of environmentally safe technologies in its product design processes. The Company has developed breakthrough products, which are energy efficient and will reduce the usage of electricity, such as energy efficient lamps using LED technology (for consumer and industrial usage) and energy saving motors of higher rating. The Company is also increasing its focus on developing transformers and power quality products for usage in projects based on wind, solar, renewable and other non-conventional sources of energy. The Company has identified Environment Protection as an important area under its Corporate Social Responsibility activities, and has carried out initiatives such as rain water harvesting to help recharge ground water and waste management through vermiculture. during the year under review and look forward towards continued support from them. The Directors also wish to convey their appreciation and gratitude to the Company’s employees, at all levels, for their continued dedication, hard work and commitment which has been a significant enabler in achieving the Company’s performance. On behalf of the Board of Directors G THAPAR Chairman Mumbai, 20 May 2009 ACKNOWLEDGEMENTS The Directors acknowledge and appreciate the support and co-operation extended by the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members 44 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 ANNEXURE 1 TO DIRECTORS’ REPORT ● ● ● List of Group Entities The following entities and persons, along with Crompton Greaves Limited constitute the Group as defined under the Monopolies and Restrictive Trade Practices Act, 1969: ● Bilt Graphic Paper Products Limited ● Ballarpur International Holdings B.V. ● Ballarpur Paper Holdings B.V. ● Ballarpur International Paper Holdings B.V. ● Ballarpur International Graphic Paper Holdings B.V. ● Avantha International Holdings B.V. ● TAF Asset 2 B.V. ● Sabah Forest Industries Sdn. Bhd. ● Bilt Tree Tech Limited ● JG Containers (Malaysia) Sdn. Bhd. ● Mirabelle Holdings LLC ● Mirabelle Trading Pte. Limited ● MTP NEW Ocean (Mauritius) Limited ● Corella Investments Limited ● Lustre International Limited ● NewQuest Corporation Limited ● Bilt Paper Holdings Limited ● KCT Papers Limited ● KCT Chemicals & Electricals Limited ● APR Sacks Limited ● The Paperbase Company Limited ● Janpath Investments and Holdings Limited ● Bilt Industrial Packaging Company Limited ● Biltech Building Elements Limited ● UHL Power Limited ● Asia Aviation Limited ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Toscana Lasts Limited Toscana Footwear Components Limited NQC Global (Mauritius) Limited NQC International (Mauritius) Limited NewQuest Services Private Limited Avantha Technologies Limited NewQuest Insurance Broking Services Limited Avantha Power & Infrastructure Limited Korba West Power Company Ltd. TKS Developers Ltd. Jhabua Power Ltd. Gleneagles Healthcare Holdings Private Ltd. Prestige Wines and Spirits (P) Limited Himalayan Hideaways (P) Limited Global Green Company Limited Global Green USA Limited GG International N.V. Intergarden N.V. Intergarden (India) Private Limited Dunakiliti Kanzervuzem Kft Greenhouse Agraar Kft Floragarden Tarim Gida Sanay ve Ticaret A.S. Solaris Holdings Limited Solaris Chemtech Industries Limited Solaris Industrial Chemicals Limited Salient Business Solutions Limited Salient Knowledge Solutions Limited Salient Financial Solutions Limited Salient Business Solutions USA, Inc. Sairam Infra Projects Private Limited Vani Agencies Pvt Limited Sohna Stud Farm Pvt. Limited Imerys New Quest (India) Private Limited Puszta Konserv Kft Hungary ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● CG Energy Management Limited CG Capital & Investments Limited CG-PPI Adhesive Products Limited Malanpur Captive Power Limited Brook Crompton Greaves Limited CG Actaris Electricity Management Pvt. Limited CG Lucy Switchgear Limited International Components India Limited CG International B.V. Pauwels International N.V. Pauwels Americas Inc. PT Pauwels Trafo Asia Pauwels Trafo Gent N.V. Pauwels Canada Inc. Pauwels Transformers Inc. Pauwels Trafo Ireland Limited Pauwels France SA Pauwels Trafo Belgium N.V. Pauwels Trafo Service N.V. Pauwels Middle East Trading and Contracting Limited Crompton Greaves Hungary Kft Transverticum Kft Ganz Transelektro Villamossagi Zrt. Microsol Holdings Limited Microsol Limited Viserge Limited Microsol UK Limited Microsol Inc. Société Nouvelle de Maintenance Transformateurs MSE Power Systems Inc. MSE West LLC Crompton Greaves Germany GmbH. Ganz has yielded a major success, with the largest single order for CG Power Setting the iron core of a transformer at Ganz, Hungary 45 DIRECTORS' REPORT ANNEXURE 2 TO DIRECTORS’ REPORT Information Under Section 217(1)(e) of the Companies Act, 1956 CONSERVATION OF ENERGY (A) Energy Conservation Measures taken: The Company has adopted modern technologies in all production units leading to efficient consumption of energy. In addition to this, efforts are being made to conserve energy to the maximum extent by, constant monitoring of energy consumption figures, reduction in cycle time of furnace related processes, use of renewable energy sources and adopting other progressive measures in this direction. The typical measures taken towards energy conservation are: ● Usage of LED based Lighting system at manufacturing locations and offices ● Installation of automated test set up for Breaker testing ● Supply hot air to coating machine, from sintering furnace to isolate the blower ● Installation and commissioning of pencil burner system at fluorescent tube light manufacturing plant, to reduce gas consumption ● Implementation of modified coil clamping process, for reduction of cycle time of the process ● Implementation of continuous annealing process instead of batch type annealing process, which conserves furnace heating CG has successfully conducted short circuit testing of new transformers 102MVA Transformer at KEMA Test Station in Holland (c) Impac t of the measures at (a) and (b) for reduc tion of energy consumption and consequent impac t on the cost of produc tion: Through implementation of energy efficient manufacturing processes, energy efficient devices and power quality management, there has been a reduction in energy consumption and resultant cost savings. However, since the Company’s manufacturing processes are not energy intensive, the energy conservation measures have a negligible impact on the Company’s overall cost of production of goods. Paper Bushing, and Arc assisted Interrupter technology for Gas Circuit Breaker. The Company also developed, for the first time in India, the 1200 kV Capacitive Voltage Transformer. The Business Development Cell established last year to enhance the convergence of business priorities with R&D goals, achieved pilot orders for new platform technologies. 2. Benefits derived as a result of the above R&D: New products developed Power Systems (b) Additional investments and TECHNOLOGY ABSORPTION proposals, if any, being implemented Research and Development (R&D) ● for reduc tion in consumption of energy: ● ● ● ● ● ● Installation of solar panels Replacement of sodium vapour lamps by LED Installation of street light management systems and web based technology for lighting automation at factory locations for efficient usage of electricity Development of single stage contact manufacturing process for vacuum interrupters Conversion of electrically heated ovens to gas fired ovens Development and usage of energy efficient electronic devices in factories ● 1. Specific areas of significance in which R&D is carried out by the Company: Technology implementation and commercialization of developed products was the central theme around which R&D efforts were mobilized during the year. A uniform definition of ’New Products’ applicable across the Company was evolved and targets were established for revenue generation therefrom. Targets set for this year have been substantially achieved, setting the pace for shaping of the future product portfolio of the Company through R&D efforts. Three major platform technologies were developed during the year namely, Nano materials technology, Resin Impregnated ● ● ● ● ● ● ● ● ● 1200 kV Capacitive Voltage Transformer, developed for the first time in India 171 MVA Endesa Partial Discharge free Transformer upto 1.3 pu 30 MVA Transformer 50 MVA Shunt Reactor 250 MVA Auto Transformer, with largest Auto Taps on Low Voltage 200 MVA dual ratio Auto Transformer SNC Lavelin 220 kV Delta Transformer with Booster 102 MVA single phase Generating Station Unit 260 MVA, 24/765 kV single phase Generator Transformer 200 MVA, 230/115/13.8 kV Auto Transformer 315 MVA, 400kV Interconnecting Transformer with Switching input level of 1180 kVp with L1 1300 kVp 46 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 ● ● ● ● ● ● ● ● ● ● ● ● ● ● 20 MVA 33 kV Transformer with 3 pole OLTC CGI I 14N Over Current & Earth Fault Relay 33 kV Outdoor Metal Clad Vacuum Circuit Breaker useful for 33 kV rural feeders and windmills - ’Kiosk’ 11 kV Vacuum Circuit Breaker Series – ’Felix’ 11 kV Unitized Sub-station 33 kV Indoor Vacuum Circuit Breaker 550 kV Capacitive Voltage Transformer 800 kV Coupling Capacitor 550 kV Current Transformer 245 kV , 1.9 VF - Inductive Voltage Transformer Range Extensions for 300 kV and 245 kV Instrument Voltage Transformer 800 kV, 50 kA Gas Circuit Breaker 420 kV, 60 kA Gas Circuit Breaker 245 kV Gas Circuit Breaker for seismic level 0.5 as per Chill specifications R&D from CG Power (overse as loc atio ns) The Company has also benefited from the Research and Development work undertaken at CG Power (Overseas locations) as under: ● Designing of Flitch plate for clamping under the Unipower Project ● Cooling efficiency improvement through thinner ducts ● Silicon fluid capabilities in conjunction with NOMEX materials to serve the need for high temperature Transformers ● Development of a new technology for winding design, based on the usage of transposed cables instead of foil ● Low temperature Generator Step-Up Transformer design ● Large KVA Wound Core Transformers above 750 KVA, to allow conversion of stacked core design to wound core ● Mechanism for connecting off-shore windparks to the mainland transmission grids by low-maintenance sub-station offshore plan ● Bay Control Unit (BCU), confirming to IEC 61850 protocol ● Pilot system for a smart distribution automation network based on centralized intelligence CG is the first Indian Company to manufacture 1200 kV CVT 1200 kV CVT, after successful completion of test at CPRI, Hyderabad ● ● ● ● ● ● ● Industr ial Systems ● ● ● 800 Frame HT Motor 4.55 MW 6 pole 6.6 kV closed air circuit air cooled HT Motor 2.94 MW 6 pole 630 V variable frequency drive fed LT Motor ● ● ● ● 1.4 MW 16 pole 6.6 kV vertical closed air circuit water cooled HT Motor 1.91 MW 12 pole 6.6 kV vertical closed air circuit air cooled HT Motor 3.75 MW 6 pole 6.6 kV Slip Ring HT Motor Data Logger as per the latest RDSO specification No. IRS 99/2006 2 HP and 3 HP high performance and low cost Motors 2.5 KVA single phase Alternator 1 HP and 0.75 HP Fuel Dispenser Motors for special applications Motor for vacuum cleaner 15 & 20 HP AC Motor NE Flame Proof 90 Frame Motor NEMA premium efficiency 112 Frame 6 pole Motor Co nsum er Pro duc ts ● ● ● ● ● ● ● ● ● ● Ceiling Fans - Briz Air, Triggger, Zephyr, Helios Drift Air Plus Exhaust Fan Moveair Pedestal and Wall Mounting Fan Table Fans - Classic Antique, Nectar Appliances - Hand Blender, Rice Cooker, Wet Grinder, Lantern, Kettle 1400 VA Home UPS Storage water heater – Sol Plus 715 & Sol Plus 725 Energy efficient LED 5W Pharox lamp, first LED lamp in India CFL 11/15 W DF (3U with Edison Screw) & 85W Spiral (Baynot CAP) LED Street Light - 32 W Mesopic & 48 W Candy 47 DIRECTORS' REPORT Focus on in-house technology development Intelligent Electronic Device development at Global R&D ● ● ● ● ● ● ● ● 32W LED Lemnis Downlighter Streetlight - IP66 -Top Maintenance Various ranges of Industrial, Commercial and Flood lights Flame Proof Cut Reflector Horizontal Split Case Pumps series Low voltage application Monobloc Pumps Wide variety of Monobloc series Pumps with 4 variations Submersible Drainage Pump sets - 0.25 HP to 0.5 HP First Indian LED lamp ‘Pharox’ LED lamp New Processes Implemented/Processes Improved ● HT/LT coil manufacturing capacity increased by commissioning of CNC coil taping & stretching machine ● Continuous annealing process for stamping ● Introduction of welding process in High Intensity Discharge ballast to ensure air gap does not vary ● Introduction of automatic test bench for ballast ● Commissioning of Capsule manufacturing plant for Compact Fluorescent lamp ● Development of plastic technology in engineering plastic with better consistency in performance and lighter weight for pumps ● Higher capacity Chilling plant for winding autoclaves to reduce vacuum cycle time Technology Competence Achieved ● Resin Impregnated Paper Technology for 72.5 kV Bushing KEMA certification achieved ● Development of 426 kV SF6 Current Transformer ● Development of Synthetic Oil Capacitive Voltage Transformer ● Development of 66kV Interrupter with ARC assist Technology ● ● ● ● ● ● ● ● Development of Nano coating for Transformers Electronically Controlled Brushless DC Motors Development of Nano material based coating for Reflectors Real time monitoring for machines Design process for Superconductor Transformer Design process for Fault Current Limiter Seismic analysis for Breakers Thermal predictions for HT Motors Patents During the year the Company filed 103 patents in India, which together with 129 patents filed earlier, are pending for registration. Two patents have been granted during the year. 3. Future Plan of Action The Company has identified its desired product portfolio upto the year 2010; CG Global R&D Centre is working on developing the technologies to meet the requirements of the product portfolio. The Company has been successful in integrating Technology Centres through its New Product Development (NPD) system in India, which has accelerated the development of platform technologies. It is planned to expand the NPD implementation 48 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 across Pauwels, Microsol and Ganz. The focus for the future would be directed towards development of customized solutions for customers and integration of CG Global R&D (India) with all the R&D Centres overseas. 2. Imported Technology: Yea r of I mp o rt P ro duct Imp o rte d F rom St a tu s of Ab so rption 2004-2005 800 kV Auto Transformers, Generator Transformers and Shunt Reactors Toshiba Mitsubishi Transmission and Distribution Corporation, Japan Agreement Terminated 4. Expenditure on R&D 31 M a rch 2 0 0 9 (a) Capital (b) Revenue (c) Total (a + b) (d) Total R&D expenditure: ● as a percentage of net turnover ● as a percentage of profit before tax Rs . cr or e 11 27 38 0.82 6.15 Technology Absorption , Adaptation FOREIGN EXCHANGE EARNINGS AND OUTGO (a) Ac tivities rel ating to exports; initiatives taken to increase exports; development of new export markets for produc ts and services; and export pl ans: The Company’s activities and initiatives relating to exports are contained in the Management Discussion and Analysis Report. and Innovation 1. Efforts and Benefits: The Company has, during the year, focused on in-house technology development to establish a competitive edge in Indian as well as overseas markets. The Company has established strong technical collaboration with technical experts across the world and entered into MOUs with the different academic research institutes for current and futuristic research in various business areas. Technology collaboration with institutes like IIT, IISC has enabled the Company to build foundations for platform technologies. (B)Total Foreign Exchange Earned and Used: 3 1 Ma r ch 2009 Rs. cro re Total Foreign Exchange Earned Total Foreign Exchange Used 1,159 492 On behalf of the Board of Directors G THAPAR Chairman Mumbai, 20 May 2009 49 DIRECTORS' REPORT CORPORATE GOVERNANCE The Company ’s Philosophy on Corporate Governance At Crompton Greaves (‘Crompton Greaves’, ‘CG’ or ‘the Company’), all our systems institutionalise our belief that Corporate Governance protects the interests of all the stakeholders by inculcating in all its operations and processes, the principles of transparency, integrity, professionalism and accountability. The Company believes that a strong system of corporate governance is an essential pre-requisite for creating long-term shareholder value. The Company’s Corporate Governance initiatives establish and preserve Management accountability through a structure by which Management and the Board set objectives, monitor performance, safeguard and strengthen business integrity as well as encourage the efficient use of resources & accountability for stewardship of these resources. This philosophy has prompted the Company to take a decision to return to its shareholders a part of its equity through the buy-back process. This buy-back demonstrates the Management’s confidence in the Company’s future stability and growth potential, as well as its willingness to expend its cash flows to increase liquidity for its shareholders. More details on the buy-back are contained in the Directors’ Report. Even after the buy-back, the Company will have adequate financial resources to fund its expansion plans and also actively pursue inorganic growth opportunities through Acquisitions. The Company has also commenced an important initiative for empowering investors with adequate information regarding their dividend payment and other holding details, by launching the ‘CG Investor Access‘ Folio access system in February, 2009. We believe that the Company is the first in Corporate India to provide such a service, which makes this initiative very unique. It is our way of building enduring relationships with our shareholders. More details on this initiative are contained in the ‘Communication to Shareholders‘ Section of this Report. As the Company’s foreign locations progressively get integrated with CG, the best practices of governance get extended to these locations as well. CG has formulated a ‘Transnational Governance Guidelines‘, with a view to creating a common platform for Board practices across the Company’s Subsidiaries and Joint Ventures, and introduce an effective governance framework. These Guidelines outline an integrated approach towards Governance, which includes the CG Values; the Authority-Responsibility Matrix for Management; the CG Code of Business Practices; Compliance Certifications; Board Compositions, Procedures, Information Flow, and Reporting Formats for Board Reviews, across the Group. The Board Structures in CG’s overseas subsidiaries have been streamlined to achieve Business and Governance effectiveness, without creating hierarchies of Boards which would possibly review the same issues. Implementation of these Guidelines form an integral part of the post-acquisition process for new acquisitions. Board of Directors Composition As on 31 March 2009, the Company had an eight-member Board of Directors. The Chairman, Mr Gautam Thapar is a NonExecutive Director and a member of the Promoter Group. Six other Non-Executive Directors – Mr Scott Bayman, Dr Omkar Goswami, Mr Sanjay Labroo, Ms Meher Pudumjee, Mr Satya Pal Talwar and Dr Valentin von Massow - are independent in terms of Clause 49 of the Listing Agreement with Stock Exchanges. Mr Sudhir Trehan is the Managing Director. Thus, the Board of Crompton Greaves presently comprises of one Executive Director and seven Non-Executive Directors, of whom six are independent Directors. Table 1 gives the composition of the Board, and the number of outside Directorships held by each. None of the Directors are related to each other. 50 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 Board Meetings There were five Board Meetings held during the year : on 23 May 2008, 23 July 2008, 21 October 2008, 23 January 2009 and 24 March 2009. The Company’s last Annual General Meeting was held on 23 July 2008. Table 2 gives the attendance record of the Directors. Directors’ Compensation Managing Director’s Compensation For the FY 2009, Mr Sudhir Trehan, Managing Director received a remuneration package comprising a fixed salary component and a performance linked bonus, as approved by the Remuneration Committee of the Board on 21 October 2008, in terms of the powers delegated by the shareholders at the Annual General Meeting held on 23 July 2008. The Remuneration Committee of the Board is authorised to revise the compensation package of Mr Trehan, upto a ceiling of 5% of the Company’s net profits. Mr Trehan’s remuneration package is as follows: ● Salary Rs.96 lacs per annum. ● Perquisites A basket of allowances/ perquisites upto Rs.37 lacs per annum which includes reimbursement of expenditure or allowances in respect of house maintenance 1 and repairs, utilities such as gas, electricity, water and furnishings; medical reimbursement, medical insurance, hospital benefits, leave travel concession and education, for himself and his family; personal accident insurance, club fees, and any other reimbursements, allowances or perquisites in terms of the Company’s Rules or as may be decided by the Chairman of the Company. ● Performance Incentive/ Commission To be decided by the Board of Directors every year. The above does not include rent-free furnished accommodation owned, leased or rented by the Company or House Rent Allowance in lieu thereof; company car, with driver; company’s contribution to Provident Fund, Superannuation Fund and Gratuity pursuant to the Rules of the Company, encashment of leave and Income-tax on the perquisite value of Mr Trehan’s housing accommodation in excess of the amount earlier considered by the Remuneration Committee whilst deciding on Mr Trehan’s remuneration package in January, 2008. These amounts will be in addition to the limits provided above. Non-Executive Directors’ Compensation The shareholders, at the 68th Annual General Meeting held on 22 July 2005 approved payment of commission to the Company’s Non-Executive Directors, collectively, not exceeding 1% of net profits, computed in the manner provided in Section 309(5) of the Companies Act. The Board has formulated Guidelines for distribution of commission amongst the Non-Executive Directors, which provide for a minimum fixed payment for participation at Board Meetings and a variable component for contributions as Chairmen of Board Committees and/or for greater involvement with company executives for strengthening systems and processes or contributing to the strategic direction of the Company. Based on these Guidelines, the commission payable to Mr G Thapar is higher than the other Non-Executive Directors. The compensation of all the Directors is given in Table 3. The Company does not have any stock option plans or schemes. Directors’ Shareholding As on 31 March 2009, Mr G Thapar held 2,20,715 equity shares, Mr SM Trehan held 1,03,040 equity shares and Dr von Massow held C o m p osi t ion o f the Boa r d Name Particulars Other Board Representations Directorships (a) Committee Memberships (b) Mr Gautam Thapar Mr Sudhir Trehan Mr Scott Bayman Dr Omkar Goswami Mr Sanjay Labroo Ms Meher Pudumjee Mr Satya Pal Talwar Non-Executive Chairman;Promoter Executive; Managing Director Non-Executive; Independent Non-Executive; Independent Non-Executive; Independent Non-Executive; Independent Non-Executive; Independent Dr Valentin von Massow Non-Executive; Independent 15 6 1 9 16 4 12 1 Committee Chairmanships (b) 4 1 0 8 2 1 9 0 1 1 0 2 0 0 3 0 Notes: (a)Includes private limited companies, but excludes alternate directorships and foreign bodies corporate. (b) Of only public limited companies. 2 Attend ance Recor d o f the D i r ector s , FY 2 0 0 9 Name Mr Gautam Thapar Mr Sudhir Trehan Mr Scott Bayman Dr Omkar Goswami Mr Sanjay Labroo Ms Meher Pudumjee Mr Satya Pal Talwar Dr Valentin von Massow Board Meetings 5 5 3 4 4 4 4 4 Attendance Last AGM Yes Yes Yes Yes No Yes Yes Yes 51 CORPORATE GOVERNANCE 1,250 Global Depository Receipts; none of the other Non-Executive Directors held any shares in the Company. Code of Conduct The Company has a Code of Conduct for Directors and Senior Management, that reflects its high standards of integrity and ethics. The Directors and Senior Management of the Company have affirmed their adherence to this Code of Conduct and to the absence of any potential conflict with the interests of the Company with reference to material, financial and commercial transactions. As required by Clause 49 of the Listing Agreement, the Managing Director’s Declaration on adherence to the Code of Conduct has been annexed to this Report. Committees of the Board Audit Committee The Audit Committee comprises four Non-Executive Directors, of whom three are independent. The composition is as under: ● Mr Sat ya Pal Talwar Chairman, Independent Director ● Dr Omk ar Goswami Independent Director ● Mr Sanjay Labroo Independent Director ● Mr Gautam Thapar Non-Executive Director The Managing Director, Chief Financial Officer, Chief of Internal Audit, and representatives of the Statutory Auditors attend the meetings of the Audit Committee. The Company Secretary is the Secretary to the Committee. 3 matrix as a prelude toward implementation of this concept. RBIA would involve validation of whether Internal Control processes were operating as intended, whether these were of sound design and whether Management’s response to risk assessment was adequate. As part of the new framework, progressively, the Audit and Risk functions would converge and work in a co-ordinated manner, to implement the Risk Management policies of the Company. Whilst the role of facilitating risk identification, evaluation and reporting would be undertaken by the Audit function, the role of the Risk Management Department would be to establish and monitor the Company’s risk appetite, provide Management assurances on risk as well as undertake risk responses. During FY 2009, five Audit Committee meetings were held: on 22 May 2008, 23 July 2008, 20 October 2008, 22 January 2009 and 24 March, 2009. The attendance record is given in Table 4. Remuneration Committee Although not mandatory in terms of Clause 49 of the Listing Agreement, the Company has a Remuneration Committee comprising three Non–Executive Directors, of which two, including the Chairman, are independent. Presently, the Committee comprises: ● Mr Sanjay Labroo Chairman, Independent Director ● Dr Omk ar Goswami Independent Director ● Mr Gautam Thapar Non-Executive Director C om p ensa ti on o f the D i rector s , FY 2 0 0 9 ( in R u pees) Mr Gautam Thapar Mr Sudhir Trehan Mr Scott Bayman Dr Omkar Goswami Mr Sanjay Labroo Mr Satya Pal Talwar Ms Meher Pudumjee Dr Valentin von Massow 4 The Chairman of the Audit Committee briefs the Board of Directors on the discussions at the Audit Committee Meeting, at every Board Meeting. The Company has an independent internal audit function with resources and skills adapted to the Company's nature, size and complexity of business. As a progressive Corporate Governance practice and to provide greater independence to the Internal Audit function, the Head of the Internal Audit reports directly to the Managing Director. The Audit Committee monitors the integrity of the financial information provided by the Company, by reviewing the relevance and consistency of the Accounting Standards used by the Company. The Audit Committee mainly addressed the review of Business Process Cycles of ‘From Procurement to Payment‘ and ‘From Order to Cash‘, to ascertain possible areas for improvement and strengthening of internal controls. In addition, review of Key Transactional Areas such as Taxation Systems, ERP Systems, IT Infrastructure, Six Sigma, Forex performance were undertaken. During the year, a commitment implementation tracking system was implemented to ensure that audit observations were adequately implemented by the businesses. During the year, the Audit processes in India and those at its foreign subsidiaries were benchmarked. This has resulted in universal acceptance of ‘Risk Based Internal Auditing‘ (RBIA) as the Methodology for audit at all locations. The Internal Audit Department is in the process of developing its risk and control Salary Perquisites 96,00,000 58,00,000 Commission 3,18,00,000 1,04,00,000 5,00,000 15,00,000 5,00,000 15,00,000 5,00,000 23,45,000 Retirement Benefits 54,00,000 Sitting Fees 3,00,000 -1,00,000 3,20,000 1,80,000 2,20,000 1,20,000 80,000 Total 3,21,00,000 3,12,00,000 6,00,000 18,20,000 6,80,000 17,20,000 6,20,000 24,25,000 Au d it C o m m ittee Meeti ngs, FY 2 0 0 9 Director Mr Satya Pal Talwar Dr Omkar Goswami Mr Sanjay Labroo Mr Gautam Thapar Status Chairman, Independent Director Member, Independent Director Member, Independent Director Member, Non-Executive Director Meetings held 5 5 5 5 Meetings Attended 5 4 1 4 52 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 The Committee reviews the remuneration paid to the Managing Director. The Committee also reviews the Company’s HR processes related to talent management, recruitment, employee engagement, performance management and compensation philosophy. During FY 2009, two Remuneration Committee meetings were held on 5 April 2008 and 21 October 2008. The attendance record is given in Table 5. Risk Management Committee The Risk Management Committee comprises four Directors, of whom three are independent. The composition is as under: ● Dr Omk ar Goswami Chairman, Independent Director ● Mr Scot t Bayman Independent Director ● Mr Sanjay Labroo Independent Director ● Mr Sudhir Trehan Executive Director This Committee reviews the risks experienced by the Company with respect to its business areas, operations, as well as, financials and validates the adequacy of insurance and other risk mitigation measures proposed by the Company’s businesses. It ensures that the Company’s risk management mechanisms provide an evaluation of the most significant risks, relative to the strategy and objectives. During FY 2009, a comprehensive evaluation of the risks associated with the various dimensions of the Company’s businesses – operations, financial, insurance, advance licences, spurious goods, information security, record management systems, brand risks and Directors'/Officers' liability were evaluated. The Corporate Risk Management Department also takes active interest in the risk mitigation domain so as to ensure that risk management remains a priority for the businesses. 5 Shareholders’/Investors’ Grievance Committee The Company has a Shareholders’/Investors’ Grievance Committee, details of which are given under the section “Shareholders” in this Report. Management Management Discussion and Analysis Report This is given as a separate chapter in the Annual Report. Disclosure of Material Transactions During the year, the Company took a decision to invest in Avantha Power & Infrastructure Limited, a Company within the Promoter Group. Details of this investment are given in the Directors’ Report. Besides this investment, considering the size and nature of its operations, there were no related party transactions of a materially significant nature in terms of the Listing Agreement with Stock Exchanges that could have a potential conflict with the interests of the Company at large. Accounting Policies The Company has adopted accounting treatments which are in conformance with those prescribed by the Accounting Standards. Insider Trading The Company has comprehensive guidelines in accordance with the SEBI Regulations in this regard, which advise and caution the Directors, Management and Executives on the procedures to be followed, whilst dealing with the securities of the Company. The Insider Trading Code framed by the Company helps in ensuring compliance with these requirements. These guidelines were modified during the year, in terms of the SEBI Notification No. LADNRO/GN/2008/29/44801 dated 19 November 2008. Shareholders Disclosure regarding Appointment and/or Re-appointment of Directors Dr Valentin von Massow and Mr Sanjay Labroo retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. Their brief profiles are given below: Dr Valentin von Massow is an eminent professional who, for 19 years, was associated with The Boston Consultancy Group (BCG). During his association with BCG, he held various senior positions, including that of Managing Director for BCG, India and gained rich global experience of business models, governance, strategy and operations. Since mid-2005, Dr von Massow works as an Independent Director for a number of companies and not-for-profit organizations, in the renewable energy, agriculture and environment sectors, in India, Germany and UK. He serves on the Board of Trustees of the Worldwide Fund for Nature. Rem une r a t i on C o m m ittee Meeti ngS , FY 2 0 0 9 Director Mr Sanjay Labroo Dr Omkar Goswami Mr Gautam Thapar 6 Risk management for the Company, is rapidly moving towards an approach, which is integrated with the business planning methodology. It is felt that this approach of risk identification will yield more structured outcomes with respect to the impact of risks at the macro as well as the internal environment of the Company and their co-relation with business goals. During FY 2009, four Risk Management Committee meetings were held: on 22 May 2008, 23 July 2008, 20 October 2008 and 22 January 2009. The attendance record is given in Table 6. Status Chairman, Independent Director Member, Independent Director Member, Non-Executive Director Meetings held 2 2 2 Meetings Attended 2 2 1 Meetings held 4 4 4 4 Meetings attended 4 2 0 4 R i sk Ma nagem ent Com m ittee Meetings , FY 2 0 0 9 Director Dr Omkar Goswami Mr Scott Bayman Mr Sanjay Labroo Mr Sudhir Trehan Status Chairman, Independent Director Member, Independent Director Member, Independent Director Executive Director 53 CORPORATE GOVERNANCE Dr von Massow currently serves on the Boards of various companies and is a Chairman of the Adas Group (United Kingdom). ● ● ● R S Estates Pvt Ltd Shield Autoglass Ltd SKH Metals Ltd INDIAN DIRECTORSHIPS COMMITTEE POSITIONS Thermax Limited ● ● Asahi India Glass Ltd (1) Mahindra First Choice Wheels Ltd (1) DIRECTORSHIPS IN FOREIGN COMPANIES Ritterschaftiches Kreditinstitut Stade (RKI) Germany ● Agrosolar GmbH & Co KG, Germany ● Solarlite GmbH, Germany ● Pauwels International NV, Belgium ● Adas Group, United Kingdom Dr von Massow does not have any relationship with any of the other Directors on the Board. Dr von Massow holds 1,250 Global Depository Receipts in the Company. He does not hold any shares in the Company either in his individual capacity or beneficially for others. Mr S Labroo holds a dual Degree in Finance & Management from Wharton Business School, USA. Mr Labroo is the founding Managing Director & CEO of Asahi India Glass Limited (AIS). As the founding Managing Director & CEO of AIS, Mr Labroo has been instrumental in transforming AIS from being a supplier of one product, automotive tempered glass, to one customer, Maruti Udyog (Suzuki), when it started in 1987, to its current position of India’s largest integrated glass company. Mr Labroo is a Director on the Boards of various other companies. He is also a Director on the Central Board of the Reserve Bank of India. Mr Labroo is also associated with various Trade Organisations and Chambers of Commerce; Mr Labroo is currently a Member of the Managing Committees of the Auto Components Manufacturers’ Association and the Indian Glass Manufacturers’ Association. ● INDIAN DIRECTORSHIPS ● ● ● ● ● ● ● ● ● ● ● ● ● Asahi India Glass Ltd AIS Adhesives Ltd AIS Glass Solutions Ltd Allied Fincap Services Pvt Ltd Asahi India Map Auto Glass Ltd Ballarpur Industries Ltd Essel Marketing Pvt Ltd Flavours & Food (India) Pvt Ltd Krishna Maruti Ltd LAN Estates Pvt Ltd Maltex Malsters Ltd Mahindra First Choice Wheels Ltd Nishi Electronics Pvt Ltd Mr Labroo does not have any relationship with any of the other Directors on the Board. Mr Labroo does not hold any shares in the Company either in his individual capacity or beneficially for others. The attendance record of these Directors at the Board Meetings during the year under review is given in Table 2. Communication to Shareholders Full and complete disclosure of information regarding the Company’s financial situation and performance is an important part of the Company’s Corporate Governance ethos. The Company has demonstrated this commitment by sending its shareholders a full version of its Annual Report, despite a Regulatory exemption. For convenience of shareholders and better information, the stand-alone and consolidated balance sheet and profit and loss account are also provided in USD and Euro in the Annual Report. The amended Clause 41 of the Listing Agreement requires a company to only publish stand-alone financial results and gave an option to a company, having subsidiaries, not to publish, but to only submit consolidated results to Stock Exchanges. However, despite this Regulatory exemption available, the Company has continued its practice of publishing quarterly as well as year to date financial results in the newspapers, for both consolidated and stand-alone financial results, for better disclosures to its shareholders. The Company’s quarterly results in the format prescribed by the Stock Exchanges are approved and taken on record by the Board within the prescribed timeframe, and sent immediately to all Stock Exchanges on which the Company’s shares are listed. These results are published in leading newspapers – The Economic Times, in English and the Maharashtra Times, in vernacular, and are also uploaded on the ‘Corporate Filing‘ website sponsored jointly by the National and Bombay Stock Exchanges, as required by the Listing Agreement with Stock Exchanges. The Company further files on-line information on financial statements and other matters specified, on the approved website of London Stock Exchange. Information about the Company in general, its financial results, and other information, including official press releases can also be accessed at the Company’s website www.cglonline.com. Last year, the Company commenced an e-service initiative of sending personalized e-mails of important corporate actions to shareholders. Inspired by the positive response from shareholders, the Company commenced yet another novel initiative – CG Investor Access, an on-line, web-based folio access system which enables shareholders to view their shareholding information from anywhere in the world. Traditionally, a shareholder needs to approach the Registrar & Transfer Agent (R&T) for information relating to payment of dividends, share transfers, certificate holding, duplicate issues etc. With CG Investor Access, shareholders can access this information directly from the website, at their convenience, without having to depend on the R&T’s working hours. Easily downloadable data change forms are also provided. The systems can be accessed from the Investors section at the Company website www.cglonline.com. Meetings are held with institutional investors and research analysts, as necessary. Information on General Body Meetings The details of the last three Annual General Meetings are as under: F i n a nci a l Ye ar Loc a t ion 2005-2006 2006-2007 2007-2008 Patkar Hall, Mumbai 400 020 Sunville Pavilion, Mumbai 400 018 Ravindra Natya Mandir, Mumbai 400 025 Da te Tim e 18 July 2006 26 July 2007 23 July 2008 3.30 p.m. 3.30 p.m. 3.30 p.m. 54 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 Given below are the Special Resolutions that were approved by shareholders at the last three Annual General Meetings held on: 18 July 20 06 Sub-division of each fully paid equity share of the Company having a face value of Rs.10/into 5 fully paid equity shares of the face value of Rs.2/- each. ● Increase in Authorised Share Capital of the Company from Rs.600,000,000/- divided into 60,000,000 equity shares of Rs.10/- each to Rs.1,250,000,000/- divided into 625,000,000 equity shares of Rs.2/- each. ● 26 July 20 07 No Special Resolution was passed at the 70th Annual General Meeting held on 26 July 2007. ● 23 July 20 08 No Special Resolution was passed at the 71st Annual General Meeting held on 23 July 2008. ● Since none of the Resolutions proposed at any General Meetings in the last three years, required a postal ballot, the Company has not adopted postal ballot for passing any Resolution. 20 May 20 09 On 20 May 2009, the shareholders approved a resolution approving buy-back of the Company’s Equity Shares at a price not exceeding Rs.170/- per share and with a maximum exposure of Rs.224.15 crore, through postal ballot without convening any ExtraOrdinary General Meeting. ● Details of Capital Market NonCompliance, if any The Company has complied with all requirements of the Listing Agreement with Stock Exchanges as well as the regulations and guidelines prescribed by SEBI. There were no penalties or strictures imposed on the Company by any statutory authorities for noncompliance on any matter related to capital markets, during the last three years. Shareholders’/Investors’ Grievance Committee The Committee comprises Mr Gautam Thapar, Chairman and Mr Sudhir Trehan, Managing Director. Mr W Henriques, the Company Secretary, has been designated by the Board as the Compliance Officer. During FY 2009, the Shareholders’/Investors’ Committee met on 23 January 2009 at which meeting both Members were present. The Committee reviews the redressal of investors’ complaints related to transfers and transmission of shares, non-receipt of annual reports, dividends and other share related matters, the periodicity and effectiveness of the share transfer process, statutory certifications, depository related issues and activities of the Registrar and Transfer Agent. In addition to review by this Committee, the Company continues its existing practice of reporting to the Directors at each Board Meeting, the number and category of shareholder complaints received and the status of their resolution. The Company has received 6 shareholders’ complaints during the financial year under review, which were satisfactorily resolved; there are no outstanding complaints or shares pending transfer as on 31 March 2009. Unclaimed Shares By a recent amendment to the Listing Agreement with Stock Exchanges, dated 24 April 2009, a listed company needs to transfer shares, which have remained unclaimed pursuant to a public issue or any other issue, to a demat suspense account with a Depository Participant. The Company is in the process of assessing the details of the shareholders, whose shares are still unclaimed, pursuant to the Company’s earlier public issues, amalgamations, bonus issue and sub-division of shares. The Company will start sending reminders to all such shareholders, to the addresses available in its database. The Company will commence disclosing the details of the shares transferred to the demat suspense account, as applicable, in its future annual reports. resources, major financial decisions and similar significant actions/decisions of all subsidiary companies are reported to the Company’s Board of Directors. In addition, the internal control procedures and operational risks of these subsidiaries are also reviewed by the Audit and Risk Management Committees of the Board. This framework has been further strengthened by the implementation of the ‘CG Transnational Governance Guidelines’. CEO/CFO Certification The Managing Director and Chief Financial Officer have certified to the Board with respect to the financial statements, internal controls and other matters, as required by Clause 49 of the Listing Agreement with Stock Exchanges, and the said Certificate is contained in this Annual Report. Auditors' Certificate on Corporate Governance The Company has obtained a certificate from the Auditors of the Company regarding compliance with the provisions relating to Corporate Governance prescribed by Clause 49 of the Listing Agreement with Stock Exchanges, which is attached herewith. Report on Corporate Governance This chapter, read together with the information given in the chapter titled ’Additional Shareholder Information’, constitute the compliance report on Corporate Governance for FY 2009. Governance of Subsidiaries The subsidiaries of the Company function independently, with an adequately empowered Board of Directors and sufficient resources. However for more effective governance, the minutes of Board Meetings of all Indian as well as foreign subsidiaries of the Company are placed before the Board of Directors of the Company for review. The Company has also established a mechanism whereby material defaults, show cause notices, dangerous occurrences, product liability claims, significant developments in human 55 CORPORATE GOVERNANCE ADDITIONAL SHAREHOLDER INFORMATION Annual General Meeting Unclaimed Dividends Date Dividends pertaining to the financial years 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008 and 2008-2009 which remain unclaimed for a period of seven years, will be transferred to the Investor Education and Protection Fund. To enable the members to claim their dividend before its transfer to the above Fund, the proposed dates of transfer are given below: Time Venue Friday, 17 July 2009 3.30 p.m. Ravindra Natya Mandir, Prabhadevi Mumbai 400 025. Financial Calendar First Quarter Results Second Quarter Results Third Quarter Results End July End October End January Last Quarter Results and Annual Audited Results May Dates of Book Closure 11 July 2009 to 17 July 2009 The register of members and share transfer books of the Company will remain closed from Saturday, 11 July 2009 to Friday, 17 July 2009, both days inclusive. D a te of Dec l a r a tion o f D i v i d end D ue D a te fo r T r a nsf e r to the Inv estor E d u ca tion a nd P r otection F u nd 28 October 2003 22 July 2004 25 November 2004 22 March 2005 14 October 2005 25 January 2006 29 March 2006 14 October 2006 25 January 2007 21 March 2007 30 October 2007 30 January 2008 28 March 2008 21 October 2008 23 January 2009 24 March 2009 27 November 2010 21 August 2011 24 December 2011 21 April 2012 13 November 2012 24 February 2013 28 April 2013 13 November 2013 24 February 2014 20 April 2014 29 November 2014 29 March 2015 27 April 2015 20 November 2015 22 February 2016 23 April 2016 Registrar and Agents For Shares The Company’s R&T Agent is Datamatics Financial Services Limited . Datamatics Financial Services Limited is a SEBI registered Registrar and Transfer Agent, whose contact details are: Datamatics Financial Services Limited Unit: Crompton Greaves Limited Plot No B-5, Part B Crosslane MIDC Marol Andheri (East) Mumbai 400 093 Tel: + 91 (0) 22 66712151 to 66712160 Fax:+ 91 (0) 22 6671 2230 Email: cginvestors@dfssl.com For Fixed Deposits The Registrar details are as under: Link Intime India Pv t. Ltd (formerly Intime Spectrum Registry Ltd ) C-13 Pannalal Silk Mills Compound L B S Marg Bhandup (West) Mumbai 400 078 Tel: + 91 (0) 22 25963838 Fax:+ 91 (0) 22 25962691 Email: fd@linkintime.co.in Share Transfer System The Company’s shares are compulsorily traded in dematerialised form. In the case of transfers 56 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 in physical form which are lodged at the Registrar and Transfer Agent’s office, these are processed within a maximum period of 30 days from the date of receipt. All share transfers and other share related issues are approved by a Director or by a Senior Executive duly authorised by the Board. Approvals are, generally, on a weekly basis. During FY2009, 42 approvals were obtained. The total number of shares in physical form transferred during the year under review was 180,856 shares. Dematerialisation of Shares As on 31 March 2009, 98.3% of the total shares of the Company were dematerialised, compared with 97.9% last year. Global Depository Receipts (GDR s ) The Company’s payment of listing fees are up to date. Ma r ket Pri ce Da t a – The Stock Ex cha nge , Mumbai Month April 2008 May 2008 June 2008 July 2008 August 2008 September 2008 October 2008 November 2008 December 2008 January 2009 February 2009 March 2009 H ighest o f the Month i n Rs. Lo west o f the Month in Rs. 279.75 258.45 271.00 268.00 277.25 277.90 264.00 189.95 159.95 152.70 141.55 142.90 232.00 221.50 215.00 195.40 232.00 200.00 139.00 106.50 106.25 125.15 120.00 99.70 As on 31 March 2009 C los ing ( 1 st tr a d i ng d a y o f the Month) i n Rs. Sense x (1 st t r a d ing day o f the Month ) 253.90 254.80 235.60 212.05 249.75 268.65 237.85 168.40 115.95 143.35 130.25 122.30 Share Price 15626.62 17600.12 16063.18 12961.68 14656.69 14498.51 13055.67 10337.68 8839.87 9903.46 9066.70 8607.08 Sensex 123.10 9708.50 The Company issued GDRs in 1996 and the underlying shares for each GDR were issued in the name of The Bank of New York, the Depository : each GDR of the Company is equivalent to 5 shares. As on 31 March 2009, 280,188 GDRs were outstanding, which represented 1,404,441 underlying equity shares. Stock Codes C OD E 1. BSE, Mumbai 2. National Stock Exchange 3. GDR 5. ISIN 6. Corporate Identification Number 500093 CROMPGREAV 5090318 INE067A01029 (NSDL & CDSL) L99999MH1937PLC002641 Listing Details The Company’s shares are listed and traded on the Mumbai and National Stock Exchanges. The Company’s GDRs are listed on the London Stock Exchange. The details of the Stock Exchanges on which the Company’s shares are listed are: Name A d d r ess The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 National Stock Exchange of India Ltd Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051 57 ADDITIONAL S H ARE H OLDER IN F ORMATION I>7H; F ; H < E H C 7 D 9 ; L I 8I ; I ; D I ; N CROMPTON GREAVES SHARE PRICE AND BSE SENSEX = 100 ON 1 APRIL 2008 125 100 75 SENSEX 50 SHARE PRICE 25 '7FH?B(&&. )'C7H9> (&&/ D i st r i b ut ion o f Sh ar eho ldi ng a s on 31 M arch 2009 No of Shares Upto 500 501 - 1000 1001 - 2000 2001 - 3000 3001 - 4000 4001 - 5000 5001 - 10000 10001 and above No of Shareholders 67044 4289 2928 1228 657 386 631 677 % of Shareholders 86.13 5.51 3.76 1.58 0.84 0.50 0.81 0.87 77840 100.00 C ategor i es of S har eho ld ers on 31 March 2009 Category Promoters * Indian Institutional Investors Bodies Corporate Foreign Institutional Investors NRIs, OCBs, GDRs Mutual Funds General Public Directors** No of Shares of Rs.2/- each 150912616 22598936 30463053 34177580 12190695 80539425 35581247 103040 % 41.17 6.17 8.31 9.32 3.32 21.97 9.71 0.03 366,566,592 100.00 Note: *Mr G Thapar, a Non-Executive Promoter Director, holds 220,715 equity shares. ** Mr SM Trehan, Managing Director, holds 103,040 equity shares. Plant Locations Detailed information on Plant locations, products, establishments and service centres with their contact details, is provided at the end of the Annual Report. Address for Correspondence Corporate Secretarial Department The Corporate Secretarial Department is located at the Company’s Registered Office situated at 6th Floor, CG House, Dr Annie Besant Road, Worli, Mumbai 400 030. 58 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 Investor Services Department In addition to the Share Registrar and Transfer Agent, our Investor Services Department, which is located at the Company’s Registered Office, will be happy to assist, in case investors experience any difficulties in their interaction with Datamatics Financial Services Limited. Contact Person: Mr SK Athalekar, Senior Executive - Corporate Secretarial Time: 2.00 pm to 5.00 pm (Mondays to Fridays) Tel: +91 (0)22 24237805 Fax: +91 (0)22 24237788 E-mail: shirish.athalekar@cgl.co.in Non-Mandatory Requirements The Company has implemented the following non-mandatory requirements recommended by Clause 49 of the Listing Agreement: Chairman’s Office A Chairman’s Office with requisite facilities is provided and maintained at the Company’s expense for use by its Non-Executive Chairman. The Company also reimburses all expenses incurred in his furthering the Company’s business interests. Remuneration Committee A Remuneration Committee comprising three Non-Executive Directors is already functional, for review and decisions on the remuneration package of the Managing Director. Financial Results Financial results as published in the newspapers are made available to the Members on request. These results are also sent by e-mail, to those Members who have provided their e-mail ids to the Company. Certificate on Corporate Governance To The Members Crompton Greaves Limited CG House, Dr. Annie Besant Road, Worli, Mumbai 400 030 Dear Sirs, We have examined the compliance of conditions of Corporate Governance by Crompton Greaves Limited, for the year ended 31March 2009, as stipulated in Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said clauses. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company. On behalf of the Board of Directors G THAPAR Chairman Mumbai, 20 May 2009 For SHARP & TANNAN Chartered Accountants L. VAIDYANATHAN Partner Membership No.16368 Mumbai, 20 May 2009 59 ADDITIONAL S H ARE H OLDER IN F ORMATION DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT This is to certify that all the Members of the Board of Directors and Senior Management (i.e. one level below the Executive Directors i.e. Vice President level) of the Company, have confirmed compliance with the Company’s Code of Conduct during April 2008 to March 2009. ● ● ● The Company’s Code requires every Member of the Board and Senior Management to: ● ● ● ● ● ● ● ● ● ● ● Fulfill the functions of their office with integrity as well as professionalism and exercise the powers attached thereto, with due care and diligence. Act in the best interests of, and fulfill their fiduciary obligations to the Company’s shareholders, whilst also considering the interests of other stakeholders. Take informed business decisions based on independent judgment and in the best interests of the Company, not influenced by personal interest or gain. Respect the confidentiality of information and use utmost discretion whilst deciding its disclosure or dissemination, ensuring that no personal advantage or detriment to the Company results from the same. Make available to, and share information with fellow Directors/Executives when considered expedient in the best interests of the Company. Protect and use the Company’s assets for legitimate business purposes and be alert to situations that could lead to loss or misuse of these assets. Minimise any situation or action that can create conflict of interests of the Company vis-à-vis personal interest or interests of associated persons, and make adequate disclosures, where necessary. Act in a manner that will protect the Company’s reputation. Encourage reporting of behaviour, which is contrary to the Company’s ’Values’, and ensure that the person reporting such violation is not aggrieved in any manner. Comply, in letter and spirit, with all applicable laws, rules and regulations, and also honour the philosophy of ’good faith’, guided by one’s sense of right and wrong. Abide by the relevant terms of the Insider Trading Code formulated by the Company, ● and any other Code that may be formulated from time to time, as applicable. Adhere to the terms of the powers delegated by the Board. Whilst entering into contracts with Service Providers and Consultants, protect the arrangement for disclosure or dissemination of confidential information. Establish processes and systems for storage, retrieval and dissemination of documents, both in physical and electronic form, so that the obligations of this Code of Conduct are fulfilled. Raise concerns, if any, on the above issues, at a Board Meeting. SM Trehan Managing Director Mumbai, 20 May 2009 60 c r o m p t o n g r e av e s l i m i t e d a nn u a l r e p o r t 2 0 0 8 – 2 0 0 9 Managing Director's and Chief Financial Officer's Certificate on Corporate GovernAnce To The Board of Directors Crompton Greaves Limited CERTIFICATE We have reviewed the Stand-alone and Consolidated financial results and the cash flow statement of Crompton Greaves Limited (the Company) for the financial year ended 31 March 2009, and certify that: (a) These results and statements, to the best of our knowledge and belief: (i) do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. (b) To the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s Code of Conduct. (c) We accept responsibility for establishing and maintaining internal controls and have evaluated the effectiveness of the internal control systems of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls of which we are aware, and the steps taken and proposed to be taken to rectify these deficiencies. (d) We have also indicated to the Auditors and the Audit Committee: (i) significant changes in the internal controls with respect to financial reporting during the year and the achievement of adequate internal controls within the Company’s ERP systems; (ii) significant changes in accounting policies during the year, and these have been disclosed in the notes to the financial statements. (e) To the best of our knowledge and belief, there are no instances of significant fraud involving either the Management or employees having a significant Role in the Company’s internal control systems with respect to financial reporting. SM TREHAN Managing Director BR JAJU Chief Financial Officer Mumbai, 20 May 2009 61 ADDITIONAL S H ARE H OLDER IN F ORMATION BALANCE SHEET A S AT 3 1 S T M AR C H , 2 0 0 9 Schedule SOURC ES OF F UNDS Shareholders’ Funds: Share capital Reserves and surplus 1 2 As at 31-03-2009 Rs. crore Rs. crore 73.32 1168.57 As at 31-03-2008 Rs. crore Rs. crore 73.32 857.43 1241.89 LOAN FUNDS: Secured loans Unsecured loans 34.52 19.15 3 4 930.75 62.37 25.19 53.67 Deferred Tax: Deferred tax liabilities Less: Deferred tax assets 78.21 14.29 (Refer Note 32 of Schedule ‘B’) APPLICATION OF FUNDS Fixed Assets: Gross block Less : Depreciation, obsolescence, amortisation and impairment Net block Capital work-in-progress Investments Current Assets, Loans And Advances: Inventories Sundry debtors Cash and bank balances Loans and advances Less: CURRENT LIABILITIES AND PROVISIONS: Current liabilities Provisions 67.00 14.75 63.92 52.25 1359.48 1070.56 5 1111.53 600.82 510.71 12.95 1055.51 562.80 492.71 22.59 523.66 265.52 6 515.30 194.33 7 8 9 10 281.32 1012.26 472.51 319.90 2085.99 262.96 956.22 157.65 279.40 1656.23 11 12 1187.67 328.02 1515.69 1041.20 254.10 1295.30 570.30 1359.48 Net current assets CONTINGENT LIABILITIES SIGNIFICANT ACCOUNTING POLICIES NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT 87.56 360.93 1070.56 19 A B The Schedules referred to above and the Notes attached, form an integral part of the Balance Sheet As per our report attached For SHARP & TANNAN CHARTERED ACCOUNTANTS L. Vaidyanathan PARTNER Membership No. 16368 Mumbai, 20th May, 2009 B. R. Jaju CHIEF FINANCIAL OFFICER S. M. Trehan MANAGING DIRECTOR W. Henriques COMPANY SECRETARY G. Thapar CHAIRMAN Mumbai, 20th May, 2009 66 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 PROFIT AND LOSS ACCOUNT F OR T H E Y EAR EN D E D 3 1 S T M AR C H , 2 0 0 9 Schedule INCOME: Sales and services Less: Excise duty Sales and services (net) Other income 13 EXPENDITURE: Materials, manufacturing and operating expenses Staff expenses Selling and administration expenses Interest and commitment charges Depreciation, obsolescence, amortisation and impairment 14 15 16 17 18 2008-09 Rs. crore Rs. crore 4903.72 293.06 2007-08 Rs. crore 4222.60 346.84 4610.66 49.99 4660.65 3196.42 227.23 548.97 28.55 45.21 3875.76 71.96 3947.72 2798.60 200.99 390.32 31.51 40.65 4046.38 614.27 PROFIT BEFORE TAX Provision for : Current tax Deferred tax Rs. crore 200.21 11.67 3462.07 485.65 152.06 14.67 (Refer Note 32 of Schedule ‘B’) 5.30 Fringe benefit tax PROFIT AFTER TAX Balance brought forward from previous year Transfer from doubtful debts reserve PROFIT AVAILABLE FOR APPROPRIATION General reserve PROFIT AVAILABLE FOR DISTRIBUTION 1st Interim dividend 2nd Interim dividend 3rd Interim dividend Corporate dividend tax BALANCE CARRIED TO BALANCE SHEET Earnings per share (basic and diluted) (Face value of equity share of Rs. 2 each) Rs. 5.00 217.18 397.09 171.73 313.92 539.81 936.90 309.75 16.14 639.81 39.71 897.19 31.39 608.42 25.66 29.32 18.33 12.46 811.42 14.66 29.32 14.66 9.97 539.81 10.83 8.56 (Refer Note 31 of Schedule ‘B’) SIGNIFICANT ACCOUNTING POLICIES A NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT B The Schedules referred to above and the Notes attached, form an integral part of the Profit and Loss Account As per our report attached For SHARP & TANNAN CHARTERED ACCOUNTANTS L. Vaidyanathan PARTNER Membership No. 16368 Mumbai, 20th May, 2009 B. R. Jaju CHIEF FINANCIAL OFFICER S. M. Trehan MANAGING DIRECTOR W. Henriques COMPANY SECRETARY G. Thapar CHAIRMAN Mumbai, 20th May, 2009 67 financials CASH FLOW STATEMENT F OR T H E Y EAR EN D E D 3 1 S T M AR C H , 2 0 0 9 (A) CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxes Adjustments for : Depreciation, obsolescence, amortisation and impairment Provision for doubtful debts and advances Interest expenses Interest income Income from investments Profit on sale of investments (net) Unrealised exchange (gain) / loss (net) (Profit) / Loss on sale of fixed assets (net) Provision for diminution in value of investments Operating profit before working capital changes Adjustments for : (Increase) / Decrease in trade and other receivables (Increase) / Decrease in inventories Increase / (Decrease) in trade and other payables Increase / (Decrease) in provisions Cash generated from operations Direct taxes and fringe benefit tax paid (net of refunds) Cash generated from / (used in) operations (A ) (B) CASH FLOW FROM INVESTING ACTIVITIES Add: Inflows from investing activities Sale of fixed assets Sale of investments Income from investents (net) Less: Outflows from investing activities Purchase of fixed assets Purchase of investments Net Cash (used in) / from investing activities (B) 2008-09 Rs. crore 2007-08 Rs. crore 614.27 485.65 45.21 18.28 28.55 (13.93) (1.35) (3.73) 29.52 0.14 0.17 102.86 717.13 40.65 18.00 31.51 (4.39) (0.22) (1.73) (0.37) (0.71) 82.74 568.39 (123.23) (18.36) 145.29 22.73 26.43 743.56 (171.12) 572.44 (143.60) (15.94) 146.54 29.51 16.51 584.90 (141.67) 443.23 1.56 2023.00 1.35 2025.91 4.79 1629.83 0.22 1634.84 (55.45) (2090.63) (2146.08) (120.17) (126.86) (1687.32) (1814.18) (179.34) 68 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 CASH FLOW STATEMENT F OR T H E Y EAR EN D E D 3 1 S T M AR C H , 2 0 0 9 2008-09 Rs. crore 2007-08 Rs. crore 11.36 11.36 4.25 4.25 (32.32) (6.13) (69.45) (11.84) (29.03) (148.77) (137.41) (178.98) (3.74) (62.04) (7.48) (31.83) (284.07) (279.82) NET CHANGES IN CASH AND CASH EQUIVALENTS (A+B+C) 314.86 (15.93) Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year 157.65 472.51 173.58 157.65 ( C ) CASH FLOW FROM FINANCING ACTIVITIES Add: Inflows from financing activities Interest income Less: Outflows from financing activities Secured loans Unsecured loans Interim dividend paid Corporate dividend tax Interest expenses Cash generated from / (used in) financing activities (C) Notes : 1 The cash flow statement has been prepared under the indirect method as set out in Accounting Standard (AS) 3 Cash Flow Statements, as specified in the Companies (Accounting Standards) Rules, 2006. 2 Additions to fixed assets include movements of capital work-in-progress during the year. 3 Cash and cash equivalents at the end of the year represent cash and bank balances and include unrealised gain of Rs. 0.19 crore (Previous year Rs. nil) on account of translation of foreign currency bank balances. 4 Figures for the previous year have been re-grouped / re-classified wherever necessary. As per our report attached For SHARP & TANNAN CHARTERED ACCOUNTANTS L. Vaidyanathan PARTNER Membership No. 16368 Mumbai, 20th May, 2009 B. R. Jaju CHIEF FINANCIAL OFFICER S. M. Trehan MANAGING DIRECTOR W. Henriques COMPANY SECRETARY G. Thapar CHAIRMAN Mumbai, 20th May, 2009 69 financials SCHEDULES F OR M I N G PART O F T H E B ALAN C E S H EET SCHEDULE : 1 SHARE CAPITAL Authorised 62,50,00,000 Equity shares of Rs. 2 each Issued and subscribed 36,66,08,892 Equity shares of Rs. 2 each As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 125.00 125.00 73.32 73.32 73.32 0.00 73.32 0.00 73.32 73.32 (Refer Note 1 of Schedule ‘B’) Paid-up 36,65,66,592 Equity shares of Rs. 2 each Add: Forfeited shares 42,300 equity shares of Rs. 2 each (amount paid-up Rs. 32,175) As at SCHEDULE : 2 RESERVES AND SURPLUS Capital reserve Additions Deductions 01-04-2008 As at 31-03-2009 Rs. crore Rs. crore Rs. crore Rs. crore 19.12 - - 19.12 206.82 - - 206.82 General reserve 76.34 40.04 (a) - 116.38 Revaluation reserve 14.76 - 0.18 (b) 14.58 Government subsidy 0.25 - - 0.25 Securities premium account Investment allowance (utilised) reserve 0.33 - 317.62 40.04 Profit and loss account 539.81 Total 857.43 Previous year 600.98 0.33 (a) 0.51 357.15 811.42 1168.57 261.84 5.39 857.43 Notes: (a) Additions to general reserve represents Rs. 0.33 crore transferred from investment allowance (utilised) reserve specified in the Income Tax Act, 1961 and Rs. 39.71 crore transferred from profit and loss account in compliance with the provisions of the Companies Act, 1956 (b) Depreciation on revalued fixed assets, recouped from revaluation reserve Rs. 0.18 crore. 70 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F OR M I N G PART O F T H E B ALAN C E S H EET SCHEDULE : 3 SECURED LOANS Term Loans From banks Foreign currency Working Capital Demand Loans From banks Foreign currency As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 34.52 46.22 - 16.15 34.52 62.37 As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 19.15 25.19 19.15 25.19 (Refer Note 5 of Schedule ‘B’) SCHEDULE : 4 UNSECURED LOANS Interest free sales tax deferral loans from State Governments {Due within one year Rs. 6.66 crore; (Previous year Rs. 6.04 crore)} 71 financials 72 SCHEDULES F OR M I N G PART O F T H E B ALAN C E S H EET SCHEDULE : 5 Rs. crore FIXED ASSETS Gross block (Cost / Valuation) ASSETS As at Additions Deductions 01-04-2008 Impairment As at As at 31-03-2009 01-04-2008 Depreciation / Obsolescence / Amortisation Reversed As at Upto For the 31-03-2009 31-03-2008 year Deductions Net block Upto 31-03-2009 As at As at 31-03-2009 31-03-2008 (A) Tangible Assets 14.34 - - 14.34 - - - - - - - 14.34 14.34 Buildings 217.72 16.06 0.05 233.73 1.15 1.15 - 61.10 5.58 0.01 66.67 167.06 155.47 Plant and equipments 675.98 39.16 2.78 712.36 2.66 2.66 - 395.92 36.47 2.52 429.87 282.49 277.40 0.02 - - 0.02 - - - 0.01 - - 0.01 0.01 0.01 109.87 4.23 4.23 109.87 1.40 1.40 - 85.04 5.32 3.76 86.60 23.27 23.43 11.52 2.40 2.01 11.91 0.15 0.15 - 6.52 1.57 1.08 7.01 4.90 4.85 1029.45 61.85 9.07 1082.23 5.36 5.36 - 548.59 48.94 7.37 590.16 492.07 475.50 14.11 1.73 - 15.84 - - - 2.16 0.16 - 2.32 13.52 11.95 Computer software 8.98 1.51 - 10.49 - - - 5.50 1.06 - 6.56 3.93 3.48 Technical know-how 2.97 - - 2.97 - - - 1.19 0.59 - 1.78 1.19 1.78 26.06 3.24 - 29.30 - - - 8.85 1.81 - 10.66 18.64 17.21 Total (A+B) 1055.51 65.09 9.07 1111.53 5.36 5.36 - 557.44 50.75 7.37 600.82 510.71 492.71 Previous year 915.31 147.65 7.45 1055.51 10.80 5.44 5.36 514.51 46.30 3.37 557.44 12.95 22.59 523.66 515.30 Freehold land Railway sidings Furniture and fixtures Vehicles Sub-total (A) (B) Intangible Assets Leasehold land c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 Sub-total (B) Add: Capital work-in-progress Notes: (a) Cost / Valuation of Buildings includes ownership accommodation in various co-operative societies and apartments Rs 4.31 crore, including 5 shares of Rs 100 each and 332 shares of Rs 50 each. (b) Plant and equipments includes co-ownership right in an aircraft with gross block of Rs. 56.25 crore, accumulated depreciation of Rs. 4.24 crore and net block of Rs. 52.01 crore. (Previous year gross block of Rs. 56.25 crore, accumulated depreciation of Rs. 1.09 crore and net block of Rs. 55.16 crore) (c) Cost of Land and Buildings includes Rs. 25.31 crore; (Previous year Rs.25.31 crore) added on revaluation on 30th June, 1985 (d) Additions during the year include Rs.8.40 crore; (Previous year Rs.19.92 crore) relating to research and development. (e) Capital work-in-progress include Rs. 2.00 crore; (Previous year Rs. 7.97 crore) relating to research and development. SCHEDULES F OR M I N G PART O F T H E B ALAN C E S H EET SCHEDULE : 6 INVESTMENTS As at 31-03-2009 Rs. crore Rs. crore As at 31-03-2008 Rs. crore Rs. crore (Refer Note 5 of Schedule ‘A’) Long Term Investments Quoted Investments Government and trust securities Bonds 0.75 - 0.75 1.81 0.75 Unquoted Investments Investment in Subsidiary Companies Fully paid equity shares Fully paid preference shares Investment in Associate Companies Fully paid equity shares 123.59 32.93 2.56 121.93 32.93 8.53 8.53 165.05 Current Investments Quoted Investments Fully paid equity shares Other investments 0.61 99.00 163.39 0.77 27.50 99.61 Unquoted Investments Fully paid equity shares and debentures Other investments Note: Quoted Investments Book value Market value Unquoted Investments Book value 0.06 0.05 28.27 0.06 0.05 0.11 265.52 0.11 194.33 100.36 100.44 30.83 31.17 165.16 163.50 73 financials SCHEDULES F OR M I N G PART O F T H E B ALAN C E S H EET SCHEDULE : 6 INVESTMENTS (contd.) Particulars of Investments: A) Long Tem Investments Quoted Investments Government and trust securities 1 Central Government Securities 10.18% GOI 2026 of Rs. 100 each 2 State guaranteed bonds 10.50% APSDL 2011 of Rs. 100 each No. of shares/ securities / bonds / units fully paid up of Rs.10 each unless otherwise specified As at 31-03-2009 As at 31-03-2008 Rs. crore Rs. crore 39000 0.49 0.49 22000 0.26 0.75 0.26 0.75 - 1.81 - 1.81 10.50 0.74 101.33 11.02 10.50 0.74 101.33 9.36 123.59 121.93 32928044 32.93 32.93 32.93 32.93 7840000 599993 85500 20600 7.84 0.60 0.09 0.00 7.84 0.60 0.09 0.00 8.53 165.80 8.53 165.95 Bonds 6.75% Tax-Free US64 Bonds of Rs. 100 each (167210 units matured during the year) Unquoted Investments Investment in Subsidiary Companies Fully paid equity shares 1 CG Capital & Investments Limited 2 CG Energy Management Limited 3 CG International B.V., of Euro 100 each 4 Malanpur Captive Power Limited (1663500 shares subscribed during the year) (Refer Note 6 of Schedule ‘B’) Fully paid preference shares CG Capital & Investments Limited (7% Non-Convertible, Non-Cumulative Redeemable Preference Shares) Investment in Associate Companies Fully paid equity shares 1 Brook Crompton Greaves Limited 2 CG Lucy Switchgear Limited 3 International Components India Limited 4 Power Equipment Limited, of US $ 10 each (Carried at nominal value of Rs. 10) Total (A) 10500000 1600000 180000 11022000 74 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F OR M I N G PART O F T H E B ALAN C E S H EET SCHEDULE : 6 INVESTMENTS (contd.) B) Current Investments Quoted Investments Fully paid equity shares 1 Nicco Corporation Limited (Diminution in value of Rs. 0.01 crores during the year) 2 IDBI Bank Limited (Diminution in value of Rs. 0.16 crore during the year) Other investments Mutual Funds (Purchased during the year) LICMF Savings Plus Fund - Daily Dividend Plan Sundaram BNP Paribas Money Fund Super Institutional Daily Dividend Reinvestment Baroda Pioneer Liquid Fund - Institutional Daily Dividend Plan JPMorgan India Liquid Fund-Super Institutional Daily Dividend Plan-Reinvestment Birla Sun Life Short Term Fund-Institutional Daily Dividend No. of shares/ securities / bonds / units fully paid up of Rs.10 each unless otherwise specified As at 31-03-2009 As at 31-03-2008 Rs. crore Rs. crore 66078 0.03 0.03 127720 0.58 0.74 0.61 0.77 20005658 20.00 - 29749244 30013699 30.00 30.00 - 4997596 14024741 5.00 14.00 - - 10.00 - 7.50 - 5.00 - 5.00 99.00 27.50 190000 0.00 0.00 500 0.01 0.01 5000 0.05 0.05 0.06 0.06 0.05 0.05 99.72 265.52 0.05 0.05 28.38 194.33 (Sold during the year) Canara Robeco Floating rates Short Term Daily Dividend Fund (9748291 units sold during the year) Birla Sun Life Cash Plus Institutional Premium Growth (7487131 units sold during the year) Reliance Liquidity Fund Daily Dividend Reinvestment Option (4999463 units sold during the year) Principal Cash Management Fund Liquid Option Institutional Premium Plan (5000605 units sold during the year) Unquoted Investments Fully paid equity shares and debentures 1 Radiant Electronics Limited (Carried at nominal value of Rs.10) 2 Dinette Exclusive Club Private Limited (Shares of Rs.100 each) 3 Dinette Exclusive Club Private Limited (0% Unsecured irredeemable non-convertible debentures of Rs.100 each) Other Investments UTI Unit Scheme 2002 Total (B) Total (A+B) 88215 75 financials SCHEDULES F OR M I N G PART O F T H E B ALAN C E S H EET Schedule : 6 INVESTMENT (Contd.) Details of investments purchased and sold during the year Malanpur Captive Power Limited 6.75% Tax-Free US64 Bonds of Rs. 100 each Canara Robeco Floating Rate Short Term Daily Dividend Fund Canara Robeco Liquid Super Institutional Daily Dividend Reinvestment Fund Canara Robeco Interval fund series 2 - Qtrly Plan 1 - Institutional Dividend LICMF Liquid Fund - Dividend Plan LICMF Savings Plus Fund - Daily Dividend Plan Sundaram BNP Paribas Money Fund Super Institutional Daily Dividend Reinvestment Birla Sun Life Cash Plus - Institutional Premium Daily Dividend Reinvestment Birla Sun Life Short Term Fund -Institutional Daily Dividend Birla Sun Life Cash Plus - Institutional Premium Growth Reliance Liquidity Fund Daily Dividend Reinvestment Option Reliance Liquid Plus Fund - Institutional Option - Daily Dividend Plan Principal Cash Management Fund - Liquid Option Institutional Premium Plan Dividend Reinvestment Daily Religare Liquid Fund - Super Institutional Daily Dividend Religare Half yearly interval fund plan A Institutional Dividend Religare FMP 375 Days series XVI- Institutional Growth HDFC Liquid Fund Premium Plan - Dividend - Daily Reinvestment JPMorgan India Liquid Fund - Dividend Plan - Reinvestment JP Morgan India Liquid Fund Super Institutional Daily Dividend Plan Reinvestment Kotak Liquid (Institutional Premium) - Daily Dividend SBI - Magnum Institutional Cash Fund - Cash Option Tata Liquid Super High Investment Fund - Daily Dividend JM High Liquidity Fund - Super Institutional Plan - Daily Dividend (92) Baroda Pioneer Liquid Fund - Institutional Daily Dividend Plan SCHEDULE : 7 INVENTORIES Stores, spares and packing materials Raw materials Work-in-progress - Manufacturing Work-in-progress - Contracts At cost At realisable sales value Less: Progress payments Purchase Quantity No. Purchase Value Rs. crore Sales Quantity No. Sales Value Rs. crore 1663500 321220166 53681547 10239279 290211281 48597960 1.66 329.20 53.74 10.00 318.00 48.50 167210 330968457 53681547 10239279 290211281 28592302 1.67 339.57 53.90 10.24 318.65 28.59 167761968 446740131 44077382 1490246 128733159 19990 169.00 447.00 44.03 2.00 128.50 2.00 138012724 454227262 30052641 1490246 133732622 19990 139.33 455.11 30.07 2.02 133.77 2.00 46125757 116203918 7000000 3500000 40870390 9995978 46.00 116.00 7.00 3.50 50.00 10.00 51126362 116203918 7000000 3500000 40870390 9995978 51.13 116.24 7.04 3.48 50.11 10.00 91178075 12711565 15595413 552615 76452035 30013699 91.00 15.50 30.00 61.50 76.50 30.00 86180479 12711565 15595413 552615 76452035 - 86.25 15.54 30.12 61.59 76.58 - As at 31-03-2009 Rs. crore Rs. crore As at 31-03-2008 Rs. crore Rs. crore 3.24 97.17 111.25 3.20 96.28 109.41 0.56 27.94 28.50 9.71 4.57 42.37 46.94 39.91 18.79 Finished goods - Manufacturing Add:- Excise duty on finished goods Finished goods - Trading 31.03 2.00 7.03 25.44 3.63 33.03 17.84 281.32 29.07 17.97 262.96 76 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F OR M I N G PART O F T H E B ALAN C E S H EET SCHEDULE : 8 SUNDRY DEBTORS As at 31-03-2009 Rs. crore Rs. crore As at 31-03-2008 Rs. crore Rs. crore (Unsecured) Debts outstanding for a period exceeding six months Considered good Considered doubtful 143.85 36.28 180.13 165.16 18.00 183.16 Less: Provision for doubtful debts 868.41 1048.54 36.28 791.06 974.22 18.00 SCHEDULE : 9 CASH AND BANK BALANCES As at 31-03-2 009 Rs. crore Rs. crore As at 31-03-2008 Rs. crore Rs. crore 0.13 0.13 Other debts Considered good Cash on hand Bank balances with scheduled banks On current accounts On deposit accounts 1012.26 1012.26 181.36 291.02 109.54 47.98 472.38 472.51 SCHEDULE : 10 LOANS AND ADVANCES 956.22 956.22 157.52 157.65 As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 267.84 11.13 40.93 319.90 234.53 11.12 33.75 279.40 (Unsecured, considered good) Advances recoverable in cash or in kind or for value to be received Advances to subsidiaries Balances with excise, customs, service tax and value added tax etc. 77 financials SCHEDULES F OR M I N G PART O F T H E B ALAN C E S H EET SCHEDULE : 11 CURRENT LIABILITIES Sundry creditors Due to micro and small enterprises Others As at 31-03-2009 Rs. crore Rs. crore 19.29 828.22 As at 31-03-2008 Rs. crore Rs. crore 15.22 755.75 847.51 28.17 224.25 Due to subsidiaries Advances from customers Investor Education and Protection Fund 770.97 8.66 187.23 (Refer Note 7 of Schedule ‘B’) Unclaimed dividend Unclaimed matured fixed deposits Due to Directors Interest accrued but not due on loans Other liabilities SCHEDULE : 12 PROVISIONS Taxes Fringe benefit tax Interim dividend Corporate dividend tax Leave encashment Gratuity Post retirement medical benefits Others provisions 1.21 0.17 1.02 0.26 1.38 4.90 0.33 81.13 1187.67 1.28 3.82 0.81 68.43 1041.20 As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 200.21 5.30 18.33 3.11 16.95 3.64 6.24 74.24 152.06 5.00 14.66 2.49 14.18 2.69 5.09 57.93 328.02 254.10 (Refer Note 34 of Schedule ‘B’) 78 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F OR M I N G PART O F T H E PRO F I T AN D LO S S A C C OUNT SCHEDULE : 13 OTHER INCOME Income from lease of premises / business service centers (Tax deducted at source Rs. 3.65 crore; Previous year Rs.3.81 crore) Income from investments Interest income (Tax deducted at source Rs. 2.30 crore; Previous year Rs.0.91 crore) Profit on sale of investments (net) Profit on sale of fixed assets (net) Exchange gain (net) Miscellaneous income SCHEDULE : 14 MATERIALS, MANUFACTURING AND OPERATING EXPENSES Raw materials consumed Opening stock Add: Purchases Less: Closing stock Total Add: Sub contracting charges (including construction materials Rs.12.58 crore; Previous year Rs. 19.75 crore) Less: Scrap sales Purchase of trading goods (Increase) / decrease in stocks: Closing Stock Work-in-progress - Manufacturing - Contracts Finished goods Opening Stock Work-in-progress - Manufacturing - Contracts Finished goods Stores and spares Power and fuel Repairs - Buildings Repairs - Plant and equipments Technical and testing fees 2008-09 Rs. crore Rs. crore 96.28 2237.62 97.17 2236.73 149.61 2008-09 Rs. crore 2007-08 Rs. crore 22.08 19.06 1.35 13.93 0.22 4.39 3.73 8.90 49.99 1.73 0.71 38.71 7.14 71.96 2007-08 Rs. crore Rs. crore 68.11 1953.57 96.28 1925.40 126.07 68.13 54.74 2318.21 794.62 1996.73 719.55 111.25 0.56 50.87 162.68 109.41 4.57 47.04 161.02 109.41 4.57 47.04 161.02 96.95 17.83 50.95 165.73 (1.66) 3111.17 27.65 29.04 4.54 16.03 7.99 3196.42 4.71 2720.99 26.10 27.42 5.40 11.90 6.79 2798.60 79 financials SCHEDULES F OR M I N G PART O F T H E PRO F I T AN D LO S S A C C OUNT SCHEDULE : 15 STAFF EXPENSES Salaries, wages and bonus Provident fund and family pension scheme contributions Superannuation fund contributions Gratuity Post retirement medical benefits Leave encashment Workmen and staff welfare SCHEDULE : 16 SELLING AND ADMINISTRATION EXPENSES Rent Repairs - others Rates and taxes Insurance Travelling Vehicle maintenance Legal and professional charges Auditors’ remuneration (excluding service tax) Audit fees Tax audit fees Certification work Other services Expenses reimbursed Freight and forwarding Packing materials Advertising After sales services including warranties Sales promotion Bad debts and advances Provision for doubtful debts and advances (net) Loss on sale of fixed assets (net) Provision for diminution in value of investments Exchange loss (net) Directors’ fees Miscellaneous expenses 2008-09 Rs. crore Rs. crore 2008-09 Rs. crore 2007-08 Rs. crore 185.73 9.16 3.42 4.02 1.49 5.46 17.95 227.23 163.65 8.49 3.10 3.67 0.58 4.92 16.58 200.99 2007-08 Rs. crore 6.65 6.14 15.72 5.15 27.28 1.76 18.26 0.49 0.10 0.22 0.20 0.16 Rs. crore 6.24 6.34 26.01 3.92 25.47 1.69 18.95 0.41 0.08 0.18 0.07 0.04 1.17 119.17 42.11 25.55 38.48 27.19 1.35 18.28 0.14 0.17 116.93 0.13 77.34 548.97 0.78 79.60 33.99 21.14 35.95 20.36 17.16 18.00 0.12 74.60 390.32 80 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F OR M I N G PART O F T H E PRO F I T AN D LO S S A C C OUNT SCHEDULE : 17 INTEREST AND COMMITMENT CHARGES Fixed loans Others SCHEDULE : 18 DEPRECIATION, OBSOLESCENCE, AMORTISATION AND IMPAIRMENT Depreciation, obsolescence and amortisation Impairment provided / (reversed) Recoupment from revaluation reserve 2008-09 Rs. crore 2007-08 Rs. crore 2.72 25.83 28.55 10.09 21.42 31.51 2008-09 Rs. crore 2007-08 Rs. crore 50.75 (5.36) (0.18) 45.21 46.30 (5.44) (0.21) 40.65 81 financials SCHEDULES F OR M I N G PART O F T H E B ALAN C E S H EET As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 11.65 16.07 (b) Sales tax liability that may arise in respect of matters in appeal 1.26 2.35 (c) Excise duty / service tax liability that may arise in respect of matters in appeal preferred by the Company 6.22 15.49 (d) Excise duty / service tax liability that may arise in respect of matters disputed by the department 1.35 0.33 (e) Income tax liability that may arise in respect of matters in appeal preferred by the department 4.31 8.74 519.05 575.61 SCHEDULE : 19 CONTINGENT LIABILITIES (a) Claims against the Company not acknowledged as debts (f ) Guarantees / securities given on behalf of subsidiary companies (g) Guarantees given on behalf of associate company (h) Bills discounted 5.68 4.37 231.16 156.82 82 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E B a l a n ce S hee t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : A SIGNIFICANT ACCOUNTING POLICIES 1 Basis of Presentation (a) The Company maintains its accounts on accrual basis following the historical cost convention, except for the revaluation of certain fixed assets, in accordance with the Generally Accepted Accounting Principles (GAAP) and in compliance with the Accounting Standards specified in the Companies (Accounting Standards) Rules, 2006 notified by the Central Government and other provisions of the Companies Act, 1956. However, certain escalation and other claims are accounted for in terms of contracts with the customers. Insurance and other claims are accounted for as and when admitted by the appropriate authorities. (b) The preparation of financial statements in conformity with GAAP requires that the management of the Company makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. Examples of such estimates include the useful life of tangible and intangible fixed assets, provision for doubtful debts / advances, future obligations in respect of retirement benefit plans, etc. Difference, if any, between the actual results and estimates is recognised in the period in which the results are known. 2 Fixed Assets (a) Fixed assets are stated at cost net of tax / duty credit availed, if any, except for land and buildings added prior to 30th June, 1985 which are stated at revalued cost as at that date based on the report of technical expert. (b) Fixed assets are eliminated from financial statements, either on disposal or when retired from active use. The retired assets are disposed off immediately. (c) Pre-operative expenses, including interest on borrowings upto the date of commercial operations, are treated as part of the project cost and capitalised. (d) Internally manufactured / constructed fixed assets are capitalised at factory cost, including excise duty, where applicable. (e) Machinery spares which are specific to particular item of fixed assets and whose use is irregular are capitalised as part of the cost of machinery. 3Impairment of Assets (a) The carrying amount of assets, other than inventories is reviewed at each balance sheet date, to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the assets is estimated. (b) An impairment loss is recognised, whenever the carrying amount of assets or its cash generating units exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use which is determined based on the estimated future cash flow generated from the continuing use of an asset and from its disposal at the end of its useful life, discounted to its present value. (c) An impairment loss is reversed, if there has been a change in the estimates made to determine and recognise the recoverable amount in the earlier year. 4Intangible Assets and Amortisation Intangible assets are recognised as per the criteria specified in the Accounting Standard (AS) 26 Intangible Assets and are amortised as under: (a) Leasehold land (b) Specialised software (c) Lump sum fees for technical know-how : Over the period of lease; : Over a period of five years; and : Over a period of five years from the year of commercial production. 5Investments (a) Long term investments are carried at cost after providing for any diminution in value, if such diminution is of other than temporary nature. (b) Current investments are carried at the lower of cost and market value. The determination of carrying costs of such investments is done on the basis of specific identification. 6Inventories Inventories are valued at the lower of cost and net realisable value, after providing for obsolescence and damages, as under: (a) (b) (c) (d) Raw materials, packing materials, stores and spares Work-in-progress - Manufacturing Work-in-progress - Contracts Finished goods - Manufacturing (e) Finished goods - Trading : : : : At cost, on weighted average basis; At cost, plus appropriate production overheads; At cost, till certain percentage of completion and thereafter at realisable sales value; At cost plus appropriate production overheads, including excise duty paid / payable on such goods; and : At cost, on weighted average basis. 83 financials SCHEDULES F o r m i n g P a r t o f T H E B a l a n ce S hee t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : A SIGNIFICANT ACCOUNTING POLICIES (Contd.) 7 Foreign currency transactions, Forward contracts and Derivatives (a) The reporting currency of the Company is Indian Rupee. (b) Foreign currency transactions are recorded on initial recognition in the reporting currency, using the exchange rate at the date of the transaction. At each balance sheet date, foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. (c) Exchange differences that arise on settlement of monetary items or on reporting at each balance sheet date of the Company’s monetary items at the closing rate are recognised as income or expense in the period in which they arise. (d) The premium or the discount on forward exchange contracts not relating to firm commitments or highly probable forecast transactions and not intended for trading or speculation purpose is amortised as expense or income over the life of the contract. (e) Gain or loss on forward exchange contracts relating to firm commitments or highly probable forecast transactions is computed by multiplying the foreign currency amount of the forward exchange contract by the difference between the forward rate available at the reporting date for the remaining maturity of the contract and the contracted forward rate. Such gain or loss is recognised in the profit and loss account. (f ) Cash flows arising on account of roll-over / cancellation of forward contracts are recognised as income / expense of the period in line with the movement in the underlying exposures. 8Revenue Recognition (a) Revenue from sale of products is recognised when all the significant risks and rewards of ownership of the products are passed on to the customers, which is generally on dispatch of goods and acceptance. Sales include excise duty and price variation and are recognised in terms of contracts with the customers. Sales exclude value added tax / sales tax, brokerage and commission. (b) Service income is recognised as per the terms of the contracts with the customers. Revenue from contracts is recognised based on percentage of completion method after providing for expected losses, if any. (c) Income from interest on deposits, loans and interest bearing securities is recognised on accrual basis. (d) Dividend income is accounted for when the right to receive income is established. 9 Employee Benefits (a) Short term employee benefits All employee benefits payable wholly within twelve months of rendering service are classified as short term employee benefits. Benefits such as salaries, wages, short term compensated absences, etc. and the expected cost of bonus, ex-gratia are recognised during the period in which the employee renders the service. (b) Defined contribution plans Company’s contributions paid / payable during the year to provident fund, officer’s superannuation fund, ESIC and labour welfare fund are recognised in the profit and loss account. (c) Defined benefit plans For defined benefit schemes in the form of gratuity fund and post retirement medical benefits, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in full in the profit and loss account for the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested, and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans, is based on the market yields on Government securities as at the balance sheet date, having maturity periods approximating to the terms of related obligations. (d) Long term employee benefits Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as a liability at the present value of the defined benefit obligation at the balance sheet date. (e) Termination benefits Termination benefits are recognised as expenses. 84 c r o m p t o n g r e av e s l i m i t e d a n n u a l r ep o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E B a l a n ce S hee t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : A SIGNIFICANT ACCOUNTING POLICIES (Contd.) 10 Depreciation (a) Depreciation on the fixed assets is provided at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956, on written down value method other than on buildings and plant and equipments, which are depreciated on a straight line method. (b) Buildings constructed on leasehold land are depreciated at normal rate as prescribed in Schedule XIV to the Companies Act, 1956, where the lease period of land is beyond the life of the building. In other cases, amortised over the lease period. (c) In the case of revalued assets, the difference between the depreciation based on revaluation and the depreciation charged on historical cost is recouped out of revaluation reserve. (d) In case of impaired assets, the depreciation is charged on the adjusted cost computed after impairment. 11Research and Development (a) Revenue expenditure on research and development is charged under respective heads of account. (b) Capital expenditure on research and development is included as part of fixed assets and depreciated on the same basis as other fixed assets. 12 Borrowing Costs (a) Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of such asset till such time as the asset is ready for its intended use or sale. (b) All other borrowing costs are recognised as expense in the period in which they are incurred. 13Taxes on Income (a) Tax on income for the current period is determined on the basis of estimated taxable income and tax credits computed in accordance with the provisions of the Income Tax Act, 1961 and based on the expected outcome of assessments / appeals. (b) Deferred tax reflects the tax effects of timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws that have been enacted or substantively enacted as on the balance sheet date. (c) 14 Fringe Benefit Tax Fringe Benefit Tax (FBT) on all applicable expenses, as specified in the Chapter XII-H of the Income Tax Act, 1961, is recognised in the profit and loss account when the underlying expenses are incurred. 15 Provisions, Contingent liabilities and Contingent assets (a) Provisions are recognised for liabilities that can be measured only by using a substantial degree of estimation, if (i) (ii) a probable outflow of resources is expected to settle the obligation; and (iii) the amount of the obligation can be reliably estimated. (b) Reimbursements by another party, expected in respect of expenditure required to settle a provision, is recognised when it is virtually certain that reimbursement will be received if, obligation is settled. (c) Contingent liability is disclosed in the case of: (i) (ii) a present obligation when no reliable estimate is possible; (iii) a possible obligation arising from past events, unless the probability of outflow of resources is remote. (d) Contingent assets are neither recognised nor disclosed. (e) Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date. Deferred tax assets are recognised and carried forward only to the extent that there is reasonable certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. the Company has a present obligation as a result of a past event; a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation; 85 financials SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT 1 Of the equity shares of Rs. 2 each comprised in the subscribed capital of the Company: 19,36,000 issued pursuant to a contract without payment being received in cash; 18,57,33,312 issued as fully paid up bonus shares by way of capitalisation of reserves; 73,82,830 issued as fully paid up pursuant to scheme of amalgamation; and 3,30,68,750 issued as an international offering of Global Depository Receipts (GDR’s) (in US Dollars). 2 The Board of Directors at their meeting held on 24th March 2009, has approved the Buy- back of fully paid equity shares of Rs 2 each, from the open market through the Stock Exchanges, at a price not exceeding Rs. 170 per share, upto an amount of Rs. 224.15 crore, being 25% of the total paid-up capital plus free reserves as per the audited balance sheet of the Company for the year ended 31st March, 2008. The Buy-back of equity shares has been approved by the Members, through the Postal Ballot mechanism, on 20th May, 2009. 3 The Company, through its wholly owned subsidiary CG International B.V., The Netherlands, has completed all the formalities, during the year, in respect of acquisition of : (a) Societe Nouvelle de Maintenance de Transformateurs (Sonomatra) based in France; and (b) M.S.E. Power Systems, Inc. and its subsidiary M.S.E. West LLC (MSE Group) based in the USA. 4 The Board of Directors at their meeting held on 24th March, 2009 has approved an investment of upto Rs. 227.00 crore in equity shares of Rs 10 each of Avantha Power & Infrastructure Limited at book value estimated at approximately Rs 11 per share. The investment of Rs. 227.00 crore, is well within the limits prescribed by Section 372A of the Companies Act, 1956 and therefore, approval of the shareholders is not required. 5 Secured Loans (a) Term loans from banks are secured by way of equitable mortgage of land and building and by way of hypothecation of specific movable properties at certain locations. (b) Working capital demand loans from banks are secured by hypothecation of stocks and book debts, present and future. 6 The Company’s investment in its subsidiary (Malanpur Captive Power Limited), to the extent of 93,58,493 equity shares of Rs. 10 each, has been pledged as security in favour of a financial institution against assistance availed by the subsidiary. 7 There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund as at 31st March, 2009. 8 Miscellaneous expenses include donations to political parties: All India Congress Committee Rs. 1.50 crore and Bharatiya Janata Party Rs. 1.00 crore. 86 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 9 Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 10 Provision for current tax for the year includes wealth tax payable under the Wealth Tax Act, 1957 11 Sales include (a) Increase / (Decrease) in work-in-progress - contracts, at realisable value: (i) Closing work-in-progress (ii) Less: Opening work-in-progress and are net of: (b) Brokerage and commission (c) Cash discount 12 Expenses have been capitalised during the year: Materials, manufacturing and operating expenses 13 Value of imports (on C.I.F. basis) (a) Raw materials (b) Trading goods (c) Spare parts (d) Capital goods 14 Expenditure in foreign currency (a) Technical know-how fees (b) Professional charges (c) Interest (d) Travelling, commission and other matters 15 Remittance in foreign currency on account of dividend: 3rd Interim dividend for previous year (a) Number of non-resident shareholders (b) Number of shares held (c) Amount of dividend 1st Interim dividend for current year (a) Number of non-resident shareholders (b) Number of shares held (c) Amount of dividend 2nd Interim dividend for current year (a) Number of non-resident shareholders (b) Number of shares held (c) Amount of dividend 16 Earnings in foreign exchange (a) Export of goods (on F.O.B. basis) including deemed exports Rs.133.93 crore; (Previous year Rs. 25.62 crore) (b) Service income (c) Others 17 Expenditure on research and development (a) Capital expenses (b) Revenue expenses (Revenue expenses debited to the profit and loss account under the normal head of expenses, which are grouped under the following heads): Staff cost Depreciation Others Total 2008-09 Rs. crore 2007-08 Rs. crore 7.53 21.25 0.20 0.20 27.94 42.37 (14.43) 42.37 134.16 (91.79) 37.76 10.24 25.65 6.99 1.17 0.01 379.89 43.73 3.16 13.56 283.41 33.83 8.52 11.36 3.43 1.04 3.52 38.96 3.17 1.82 4.68 17.35 411 24588784 0.98 426 31749158 1.59 408 22570034 1.58 419 26611543 1.06 408 20903337 1.67 412 24588819 1.97 1157.65 1.26 0.20 756.45 0.73 0.07 10.40 27.89 13.92 2.11 11.32 27.35 8.65 1.51 13.46 23.62 87 financials SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 18 Raw Materials Consumed: Unit (i) (ii) (iii) (iv) (v) (vi) Ferrous Metals Non-ferrous Metals Chemicals, Oils and Paints Wires, Pipes, Tubes and Cables Components Others Ton Ton K.Ltr K.Mtr M.Pcs Raw Materials: Imported Indigenous Spare Parts: Imported Indigenous (i) Transformers, Reactors and Accessories thereof (ii) Switchgears, Control Equipments and Accessories thereof (iii) Energy Meters (iv) Electric Motors and Alternators (v) Power driven Pumps (vi) Electrical steel Stampings and Laminates (vii) Electric Fans, Ventilation Control Systems (viii)Electric Lamps (ix) Servicing (x) Others 79691 38353 17706 458073 259 2008-09 Percentage of total Consumption 19 Consumption of Raw Materials and Spare Parts: 20 Sales 2008-09 Quantity Unit Nos. Nos. Nos. Nos. Nos. M.Ton Nos. M.Nos. Rs. crore 627.11 497.05 102.41 81.23 793.81 135.12 2236.73 Rs. crore 2007-08 Quantity 85626 34963 17556 452215 256 2007-08 Percentage of total Consumption Rs. crore 572.37 417.90 66.16 75.54 631.91 161.52 1925.40 Rs. crore 15.75 84.25 100.00 352.24 1884.49 2236.73 13.66 86.34 100.00 262.92 1662.48 1925.40 7.70 92.30 100.00 2.13 25.52 27.65 2.48 97.52 100.00 0.65 25.45 26.10 2008-09 Quantity Rs. crore 2007-08 Quantity Rs. crore 18577 1638.73 24505 1286.97 258264 280693 561758 91735 16277 5625423 70 635.26 16.44 1040.81 61.93 50.62 598.28 191.31 21.01 649.33 4903.72 230235 225000 593147 97862 16156 4844970 63 591.59 14.42 922.39 48.66 54.63 492.77 163.43 64.34 583.40 4222.60 Notes: 1 Quantitative figures for sales are after exclusion of inter-divisional transfers, capitalisation / captive consumption, samples, etc. 2 Sales include excise duty Rs. 293.06 crore; (Previous year Rs.346.84 crore) 88 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 21 Details of licensed capacity, installed capacity and actual production Class of goods manufactured (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) # * @ Transformers, Reactors and Accessories thereof Switchgear, Control Equipment and Accessories thereof Energy Meters Electric Motors and Alternators Power driven Pumps Electrical Steel Stamping and Laminates Electric Fans, Ventilation and Pollution Control Systems Lighting Electric Lamps Other Items Unit # Licensed Capacity As at As at 31-03-2009 31-03-2008 *Installed Capacity As at As at 31-03-2009 31-03-2008 @Actual Production 2008-09 2007-08 MVA Nos. 15600 38500 15600 38500 24670 27000 24670 27000 23405 18659 22765 24581 Nos. 389600 389600 413400 393400 263868 235361 Nos. HP Nos. 1000000 5400000 2089500 1000000 5400000 2089500 1000000 4755818 592360 1000000 4487721 651436 280693 3911683 353941 225000 3778134 390727 Nos. 130000 130000 130000 130000 91463 97026 MT 22000 22000 22000 22000 16281 15796 Nos. 4480000 4480000 4236400 4233400 2831881 2595285 Nos. 114988000 102800000 114988000 102800000 78995295 76538071 Nos. 1050 1050 1050 1050 83 6 Under the liberalised Industrial Policy of Government of India, the Company obtained the capacities approved by way of acknowledgements against the IEMs submitted by it. Installed Capacities are as certified by the Managing Director. The production figures are as per returns submitted to the Department of Industrial Development. 89 financials SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 22 Opening stock and closing stock of finished goods Class of goods (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) 23 Transformers, Reactors and Accessories thereof Switchgears, Control Equipment and Accessories thereof Energy Meters Electric Motors and Alternators Power driven Pumps Electrical steel stampings and Laminations Electric fans Ventilation control systems Electric Lamps Others Unit As at 31-03-2009 Quantity Rs. crore As at 31-03-2008 Quantity Rs. crore Nos. 27 8.88 57 0.77 192 2.79 Nos. Nos. 255 - 2.52 - 212 - 1.91 - 396 - 0.65 - Nos. 17988 13.54 22811 2.44 26221 5.06 Nos. 252 7.99 524 9.11 1360 8.86 M.Ton 143 0.86 474 3.35 271 1.82 63267 7.09 139133 11.51 115199 10.22 1.25 9.17 0.82 50.87 1.85 5.52 12.43 47.04 1.44 4.28 17.27 50.95 Nos. M.Nos. The Company has amounts due to suppliers under The Micro, Small and Medium Enterprises Development Act, 2006, (MSMED Act) as at 31st March, 2009. The disclosure pursuant to the said Act is as under: Particulars (a) (b) (c) (d) (e) (f ) (g) As at 31-03-2007 Quantity Rs. crore Principal amount due to suppliers under MSMED Act, 2006 Interest accrued and due to suppliers under MSMED Act on the above amount, unpaid Payment made to suppliers (other than interest) beyond the appointed day, during the year Interest paid to suppliers under MSMED Act (other than Section 16) Interest paid to suppliers under MSMED Act (Section 16) Interest due and payable towards suppliers under MSMED Act for payments already made Interest accrued and remaining unpaid at the end of each of the year to suppliers under MSMED Act 2008-09 Rs. crore 2007-08 Rs. crore 19.29 0.00 71.69 0.00 15.22 - 76.63 - - - - Note: The information has been given in respect of such vendors to the extent they could be identified as micro and small enterprises on the basis of information available with the Company. 90 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 24 Managerial Remuneration : Computation of Net Profit in accordance with the provisions of Section 349 of the Companies Act, 1956 Rs. crore 2008-09 Profit before tax as per profit and loss account Add: Managerial remuneration Directors sitting fees Loss on sale of fixed assets (net) Profit on sale of fixed assets (net) (as per Section 349) Provision for doubtful debts and advances Provision for diminution in value of investments Less: Profit on sale of investments (net) Loss on sale of fixed assets (net) (as per Section 349) Profit on sale of fixed assets (net) Net Profit / (Loss) in terms of Section 349 Net profit for the purpose of calculation under Section 309 Maximum remuneration to Managing Director under Section 309 (3) @ 5% Maximum Commission to Non-executive directors under Section 309 (4) @ 1% Actual payable to Non-executive directors (included in miscellaneous expenses) Remuneration to Managing Director / Directors charged to accounts : (a) Salaries, commission and incentives (b) Contribution to provident and other funds (c) Other perquisites 2007-08 614.27 6.99 0.13 0.14 18.28 0.17 3.73 0.25 - 485.65 5.58 0.12 0.71 18.00 - 25.71 1.73 0.71 3.98 636.00 636.00 31.80 6.36 3.87 5.87 0.54 0.58 6.99 24.41 2.44 507.62 507.62 25.38 5.08 3.21 4.71 0.36 0.51 5.58 25 Particulars in respect of Loans and Advances in the nature of loans as required by the Listing Agreement: Name of the Company Loans and advances in the nature of loans given to subsidiaries Pauwels International N.V. Pauwels Transformer Inc. Pauwels Trafo Belgium N.V. CG PPI Adhesive Products Limited Malanpur Captive Power Limited (b) Loans and advances in the nature of loans given to associates Brook Crompton Greaves Limited CG Lucy Switchgear Limited (c) Loans and advances in the nature of loans where repayment schedule is not specified Pauwels International N.V. Pauwels Transformer Inc. Pauwels Trafo Belgium N.V. CG PPI Adhesive Products Limited Malanpur Captive Power Limited Brook Crompton Greaves Limited CG Lucy Switchgear Limited (d) Loans and advances in the nature of loans where interest is not charged Pauwels International N.V. Pauwels Transformer Inc. Pauwels Trafo Belgium N.V. CG PPI Adhesive Products Limited Brook Crompton Greaves Limited CG Lucy Switchgear Limited Balance as at 31-03-2009 31-03-2008 Rs. crore Maximum outstanding during 2008-09 2007-08 (a) 0.63 0.06 0.70 9.74 0.80 0.01 0.00 10.31 0.80 0.10 0.70 0.00 12.92 2.46 0.01 0.02 10.31 4.00 0.01 1.96 0.01 4.00 0.09 1.96 0.20 0.63 0.06 0.70 9.74 4.00 0.01 0.80 0.01 0.00 10.31 1.96 0.01 0.80 0.10 0.70 0.00 12.92 4.00 0.09 2.46 0.01 0.02 10.31 1.96 0.20 0.63 0.06 0.70 4.00 0.01 0.80 0.01 0.00 1.96 0.01 0.80 0.10 0.70 0.00 4.00 0.09 2.46 0.01 0.02 1.96 0.20 91 financials SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 26 Disclosure under Accounting Standard (AS) 7 Construction Contracts: Rs. crore 2007-08 24.53 2008-09 27.94 (a) Contract revenue recognised during the year (b) Aggregate amount of contract costs incurred and recognised profits (less recognised losses) for all contracts in progress up to the reporting date (c) Amount of customer advances outstanding for contracts in progress as at reporting date (d) Retention amount due from customer for contract in progress up to reporting date 27.94 1.40 24.53 1.06 2.45 27 Disclosures as required by Accounting Standard (AS) 15 Employee Benefits: (a) Defined Benefit Plans as per Actuarial Valuation are as under: Gratuity I 1 2 3 4 5 6 7 II 1 2 3 4 5 6 7 III 1 2 3 IV 1 2 3 V Change in obligation during the year Liability at the beginning of the year Interest cost Current service cost Past service cost Benefits paid Actuarial (gains) / losses Liability at the end of the year Change in assets during the year Plan assets at the beginning of the year Expected return of plan assets Contributions Benefits paid Actuarial gain / (loss) Plan assets at the end of the year Total actuarial gain/(loss) to be recognised Actual return on plan assets Expected return on plan assets Actuarial gain / (loss) Actual return on plan assets Net asset / (liability) recognised in the balance sheet Liability at the end of the year Plan assets at the end of the year Amount recognised in the balance sheet Expenses recognised in the statement of profit and loss account for the year 1 Current service cost 2 Interest cost 3 Expected return on plan assets 4 Actuarial (gains) / losses 5 Past service cost 6 Total expenses as per actuarial valuation 7 Optional payment 8 Total expenses VI Balance sheet reconciliation 1 Opening net liability 2 Expenses as above 3 Employer contribution 4 Amount recognised in the balance sheet VII The major categories of plan assets as a percentage of total Insurer Managed Funds Rs. crore Post Retirement Medical Benefits 2007-08 2008-09 2007-08 Leave Encashment 2008-09 (Funded) 2007-08 (Funded) 2008-09 26.87 2.20 1.35 (3.27) 2.21 29.36 26.20 2.13 1.60 (4.08) 1.02 26.87 14.18 1.19 1.54 (2.69) 2.73 16.95 12.79 0.99 0.79 (3.53) 3.14 14.18 5.09 0.41 0.08 (0.34) 1.00 6.24 4.75 0.38 0.07 (0.24) 0.13 5.09 24.18 2.08 2.69 (3.27) 0.04 25.72 (2.17) 19.01 1.99 7.19 (4.08) 0.07 24.18 (0.95) 2.69 (2.69) 2.73 3.53 (3.53) 3.14 0.34 (0.34) 1.00 0.24 (0.24) 0.13 2.08 0.04 2.12 1.99 0.07 2.06 - - - - (29.36) 25.72 (3.64) (26.87) 24.18 (2.69) (16.95) (16.95) (14.18) (14.18) (6.24) (6.24) (5.09) (5.09) 1.35 2.20 (2.08) 2.17 3.64 0.38 4.02 1.60 2.13 (1.99) 0.95 2.69 0.98 3.67 1.54 1.19 2.73 5.46 5.46 0.79 0.99 3.14 4.92 4.92 0.08 0.41 1.00 1.49 1.49 0.07 0.38 0.13 0.58 0.58 2.69 3.64 2.69 3.64 7.19 2.69 7.19 2.69 14.18 5.46 2.69 16.95 12.79 4.92 3.53 14.18 5.09 1.49 0.34 6.24 4.75 0.58 0.24 5.09 100% 100% - - - - 92 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 27 Disclosures as required by Accounting Standard (AS) 15 Employee Benefits (Contd.) Gratuity VIII Effect of one percent point change in the assumed medical inflation rate (1) Increase / (decrease) on aggregate service and interest cost of Post Retirement Medical Benefits (i) One Percentage point increase in Discount Rate (ii) One Percentage point decrease in Discount Rate (2) Increase / (decrease) on present value of defined benefits obligation as at 31st March, 2009 (i) One Percentage point increase in Medical Inflation Rate (ii) One Percentage point decrease in Medical Inflation Rate Rs. crore Post Retirement Medical Benefits 2007-08 2008-09 2007-08 Leave Encashment 2008-09 (Funded) 2007-08 (Funded) 2008-09 - - - - 0.05 (0.05) 0.05 (0.04) - - - - 0.59 (0.48) 0.52 (0.43) 8.00% p.a. 8.00% p.a. 2.50% p.a. LIC (1994-96) Ultimate Table - 8.25% p.a. 8.25% p.a. 2.50% p.a. LIC (1994-96) Ultimate Table - 8.00% p.a. 2.50% p.a. LIC (1994-96) Ultimate Table - 8.25% p.a. 2.50% p.a. LIC (1994-96) Ultimate Table - 8.00% p.a. - 8.25% p.a. - - - - LIC (1996-98) Ultimate Table - 4.00% p.a. LIC (1996-98) Ultimate Table 4.00 % p.a. IX 1 2 3 4 Actuarial assumptions Discount rate Rate of return on plan assets Salary escalation Mortality pre retirement rate 5 Mortality post retirement rate 6 Medical premium Inflation rate (b) The Company makes contribution towards provident fund and superannuation fund as a defined contribution retirement benefit plan for qualifying employees. To fund the benefits, the Company is required to contribute a specified percentage of salary to the respective trusts, which administer the retirement benefit schemes. (c) The Guidance issued by the Accounting Standard Board (ASB) on implementing the Accounting Standard states that provident funds set up by employers, which require interest shortfall to be met by the employer, needs to be treated as defined benefit plan. The Fund does not have any existing deficit or interest shortfall. As per the Company’s Actuary, any future obligation arising due to interest shortfall can not be measured reliably. However, having regard to the assets of the Fund and return on the investments, the Company does not expect any deficiency in the foreseeable future. (d) The Company makes annual contributions to the Crompton Greaves Limited Gratuity Trust, which is funded defined benefit plan for qualifying employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment as per the Company’s Gratuity Scheme. Vesting occurs upon completion of five years of service. (e) The Company provides post retirement medical benefits to qualifying employees. (f ) The actuarial valuation of plan assets and the present value of the defined benefit obligation were carried out at 31st March, 2009. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the Projected Unit Credit Method. (g) The salary escalation rate is arrived after taking into consideration seniority, promotion and other relevant factors such as demand and supply in employment market. 93 financials SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 28 Disclosures as required by Accounting Standard (AS) 17 Segment Reporting I Primary Segments (Business Segments) Rs. crore Particulars Power Systems Consumer Products Industrial Systems Others Segment revenue (net of excise duty) Add: Inter segment revenue Total Segment results Less: Interest (net) Less: Other unallocable expenditure Net of unallocable income Profit before tax Capital Employed: Segment assets Segment liabilities Net Assets Capital expenditure Depreciation 2224.26 0.10 2224.36 349.28 1321.82 0.04 1321.86 146.28 1024.20 31.00 1055.20 203.84 40.38 0.05 40.43 0.75 * Total 2008-09 4610.66 4610.66 700.15 14.62 71.26 614.27 1092.75 662.79 429.96 21.36 21.17 305.88 250.00 55.88 8.65 6.77 359.26 171.96 187.30 18.70 11.96 15.47 19.03 (3.56) 0.60 1101.81 411.91 689.90 6.74 4.71 2875.17 1515.69 1359.48 55.45 45.21 Unallocable assets comprise assets and liabilities which cannot be allocated to the segments. Tax credit assets / liabilities are not considered in capital employed. Particulars Segment revenue (net of excise duty) Add: Inter segment revenue Total Segment results Less: Interest (net) Less: Other unallocable expenditure Net of unallocable income Profit before tax Capital Employed: Segment assets Segment liabilities Net Assets Capital expenditure Depreciation * Eliminations/ Unallocable Expenditure / Assets* (31.19) (31.19) Power Systems Consumer Products Industrial Systems Others 1805.07 0.64 1805.71 257.69 1117.74 0.09 1117.83 120.81 893.36 25.14 918.50 194.60 59.59 0.17 59.76 (7.26) Eliminations/ Unallocable Expenditure / Assets* (26.04) (26.04) Rs. crore Total 2007-08 3875.76 3875.76 565.84 27.12 53.07 485.65 978.15 568.23 409.92 31.83 19.54 309.64 221.97 87.67 7.97 6.71 347.60 180.45 167.15 10.56 12.99 23.27 19.97 3.30 74.84 0.56 707.20 304.68 402.52 1.66 0.85 2365.86 1295.30 1070.56 126.86 40.65 Unallocable assets comprise assets and liabilities which cannot be allocated to the segments. Tax credit assets / liabilities are not considered in capital employed. 94 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) II Secondary Segments (Geographical Segments) (a) The distribution of Company’s sales by geographical market is as under: Sales and service revenue: Domestic Overseas: Asia Africa North America South America Europe Australia Total (b) 2008-09 3520.70 Rs. crore 2007-08 3111.36 448.84 242.90 70.02 213.94 84.53 29.73 4610.66 400.02 67.58 92.58 99.92 76.21 28.09 3875.76 The Company’s tangible fixed assets are located entirely in India. III Segment Identification, Reportable Segment and definition of each Reportable Segment: (a) Primary segment: In the opinion of the management, the business segment comprises the following : (i) Power Systems : Transformer, Switchgear, Turnkey Projects (ii) Consumer Products : Fans, Luminaires, Light Sources and Pumps (iii) Industrial Systems : Electric Motors and Alternators, Drives (b) Primary / Secondary segment reporting format: (i) The risk-return profile of the Company’s business is determined predominantly by the nature of its products and services. Accordingly, the business segment constitutes the primary segment for disclosure of segment information. (ii) In respect of secondary segment information, the management has identified its geographical segments as (a) Domestic and (b) Overseas. The secondary segment information has been disclosed accordingly. (c) Segment identification: Business segments have been identified on the basis of the nature of products / services, the risk-return profile of individual businesses, the organisational structure and the internal reporting system of the Company. (d) Reportable segments: Reportable segments have been identified as per the quantitative criteria specified in the Accounting Standard. (e) Segment revenue and results : The expenses and incomes which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocated income). (f ) Segment assets and liabilities : Segment assets include all operating assets used by the business segment and mainly consist of fixed assets, debtors and inventories. Segment liabilities primarily include creditors and other liabilities. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocable assets / liabilities. 95 financials SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 29 Disclosures as required by Accounting Standard (AS)18 Related Party Disclosures i) List of related parties over which control exists: Sr. No. Name of the Related Party Relationship Wholly owned Subsidiary 1 CG Capital & Investments Limited Wholly owned Subsidiary 2 CG Energy Management Limited Subsidiary of CG Capital & Investments Limited 3 CG PPI Adhesive Products Limited Subsidiary of Crompton Greaves Limited 4 Malanpur Captive Power Limited Wholly owned Subsidiary 5 CG International B.V. Wholly owned subsidiary of CG International B.V. 6 Pauwels International N.V. Subsidiary of Pauwels International N.V. 7 Pauwels Trafo Belgium N.V. Subsidiary of Pauwels International N.V. 8 Pauwels Trafo Gent N.V. Wholly owned subsidiary of Pauwels Trafo Belgium N.V. 9 Pauwels Trafo Ireland Limited Subsidiary of Pauwels Trafo Belgium N.V. 10 Pauwels France S.A. Wholly owned subsidiary of Pauwels Trafo Belgium N.V. 11 Pauwels Transformer Inc Wholly owned subsidiary of Pauwels International N.V. 12 Pauwels Americas Inc. Wholly owned subsidiary of Pauwels Trafo Belgium N.V. 13 Pauwels Canada Inc Subsidiary of CG International B.V. 14 Pauwels Trafo Service N.V. Subsidiary of Pauwels International N.V. 15 PT Pauwels Trafo Asia Wholly owned subsidiary of CG International B.V. 16 CG Hungary Kft. Wholly owned subsidiary of Pauwels Trafo Belgium N.V. 17 Ganz Transelektro Villamossagi Zrt. Wholly owned subsidiary of Ganz Transelektro Villamossagi Zrt. 18 Transverticum Kft (under liquidation) Wholly owned subsidiary of CG International B.V. 19 Microsol Holdings Limited Wholly owned subsidiary of Microsol Holdings Limited 20 Microsol Limited Wholly owned subsidiary of Microsol Holdings Limited 21 Microsol (UK) Limited Subsidiary of Microsol Holdings Limited 22 Viserge Limited Wholly owned subsidiary of Microsol Holdings Limited 23 Microsol Inc 24 Societe Nouvelle de Maintenance de Transformateurs (Sonomatra) Wholly owned subsidiary of CG International B.V. Wholly owned subsidiary of CG International B.V. 25 M.S.E. Power Systems Inc. Wholly owned subsidiary of M.S.E. Power Systems Inc. 26 M.S.E. West LLC Wholly owned subsidiary of CG International B.V. 27 Crompton Greaves Germany GmbH Serial no.24 to 27 acquired during the year. During the year, Tricon Controls Limited , wholly owned subsidiary of Microsol (UK) Limited has been liquidated. ii) List of related parties with whom transactions were carried out during the year and description of relationship : Subsidiaries: 1 CG Capital & Investments Limited 2 CG Energy Management Limited 3 CG PPI Adhesive Products Limited 4 Malanpur Captive Power Limited 5 CG International B.V. 6 Pauwels Trafo Belgium N.V. 7 Pauwels Transformer Inc. 8 Pauwels Americas Inc. 9 Pauwels Canada Inc. 10 PT Pauwels Trafo Asia 11 Ganz Transelektro Villamossagi Zrt. 12 Microsol (UK) Limited Associates: 1 Brook Crompton Greaves Limited 2 CG Lucy Switchgear Limited 3 International Components India Limited Key Management Personnel: 1 G.Thapar - Chairman and Promoter Director 2 S.M. Trehan - Managing Director 96 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) Other Related Parties in which a director is interested: 1 Ballarpur Industries Limited 2 Solaris Chemtech Limited 3 BILT Graphic Paper Products Limited 4 Avantha Power & Infrastructure Limited 5 Asia Aviation Limited 6 Sabah Forest Industries Sdn. Bhd. 7 NewQuest Corporation Limited 8 Salient Business Solutions Limited 9 Solaris Holdings Limited 10 Janpath Investments & Holdings Limited 11 KCT Chemicals & Electricals Limited iii) The following transactions were carried out with the related parties in the ordinary course of business: Sr. Nature of transaction / relationship No. 1 Purchases of goods and services Subsidiaries CG PPI Adhesive Products Limited PT Pauwels Trafo Asia Pauwels Trafo Belgium N.V. Pauwels Transformer Inc. Pauwels Canada Inc Ganz Transelektro Villamossagi Zrt. Microsol (UK) Limited Associates Brook Crompton Greaves Limited CG Lucy Switchgear Limited International Components India Limited Other Related Party BILT Graphic Paper Products Limited Total 2 Sales of goods and services Subsidiaries PT Pauwels Trafo Asia Pauwels Canada Inc Pauwels Americas Inc. Pauwels Trafo Belgium N.V. Malanpur Captive Power Limited Ganz Transelektro Villamossagi Zrt. Pauwels International N.V. Associates Brook Crompton Greaves Limited CG Lucy Switchgear Limited Other Related Parties Ballarpur Industries Limited Solaris Chemtech Limited BILT Graphic Paper Products Limited Avantha Power & Infrastructure Limited Sabah Forest Industries Sdn. Bhd. NewQuest Corporation Limited Total 2008-09 Rs. crore 2007-08 1.27 18.11 22.59 0.08 2.49 16.64 16.95 0.56 1.06 - - 6.28 50.95 4.27 28.47 40.47 3.21 0.29 103.84 - 109.85 0.01 1.10 0.29 29.40 0.01 3.05 8.87 - 7.09 54.04 1.69 0.81 0.64 - 6.28 3.57 4.73 0.33 2.00 0.28 19.27 6.76 0.50 0.00 81.39 0.59 1.21 0.29 1.13 - - 72.55 97 financials SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) iii) The transactions carried out with the related parties in the ordinary course of business (Contd.) Sr. Nature of transaction / relationship No. 3 Purchase of fixed assets Subsidiary Microsol (UK) Limited Other Related Party Asia Aviation Limited Total 4 Subscription to equity shares Subsidiaries CG International B.V. Malanpur Captive Power Limited Total 5 Interest expenses Subsidiaries CG Capital & Investments Limited CG Energy Management Limited Associate CG Lucy Switchgear Limited Total 6 Dividend received Associate CG Lucy Switchgear Limited Total 7 Commission received Subsidiary Ganz Transelektro Villamossagi Zrt. Associate Brook Crompton Greaves Limited Total 8 Rental income Other Related Party Ballarpur Industries Limited Total 9 Interest income Subsidiary Malanpur Captive Power Limited Total 10 Payment of salaries, commission and perquisites Key Management Personnel G.Thapar S.M. Trehan Total 11 Dividend paid Key Management Personnel G.Thapar S.M. Trehan Other related parties Solaris Holdings Limited Janpath Investments & Holdings Limited KCT Chemicals & Electricals Limited Total 12 Rent paid Other Related Parties Ballarpur Industries Limited Asia Aviation Limited Total 2008-09 Rs. crore 2007-08 - 0.32 - 56.25 56.57 1.66 1.66 32.81 - 32.81 0.28 0.03 0.27 0.04 0.13 0.44 0.31 1.20 1.20 - - 0.20 - 1.07 1.27 0.80 0.80 4.44 4.44 2.84 2.84 0.84 0.84 0.75 0.75 3.18 3.12 6.30 2.54 2.37 4.91 0.04 0.02 0.04 0.02 28.69 0.00 0.13 28.88 22.95 0.00 - 23.01 4.11 4.11 0.01 0.77 0.78 98 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) iii) The transactions carried out with the related parties in the ordinary course of business (Contd.) Sr. Nature of transaction / relationship No. 13 Other Expenses Other Related Parties Asia Aviation Limited NewQuest Corporation Limited Salient Business Solutions Limited Total 14 Other Income Other Related Party Ballarpur Industries Limited Total 2008-09 Rs. crore 2007-08 0.70 1.72 0.09 2.51 - - - - 0.38 0.38 - - As at 31-03-2009 Rs. crore As at 31-03-2008 iv) Amount due to / from related parties Sr. Nature of transaction / relationship No. 1 Account payable Subsidiaries CG PPI Adhesive Products Limited Pauwels Transformer Inc. Pauwels Americas Inc. Pauwels Trafo Belgium N.V. Pauwels Canada Inc Ganz Transelektro Villamossagi Zrt. Associates Brook Crompton Greaves Limited CG Lucy Switchgear Limited International Components India Limited Other Related Party Salient Business Solutions Limited Total 2 Account receivable Subsidiaries Malanpur Captive Power Limited PT Pauwels Trafo Asia Pauwels Transformer Inc. Pauwels Americas Inc. Pauwels Trafo Belgium N.V. Pauwels Canada Inc. Pauwels International N.V. Ganz Transelektro Villamossagi Zrt. Associates Brook Crompton Greaves Limited CG Lucy Switchgear Limited International Components India Limited Other Related Parties BILT Graphic Paper Products Limited Avantha Power & Infrastructure Limited NewQuest Corporation Limited Total 0.63 0.01 0.01 2.36 0.02 19.90 0.48 3.09 0.03 - 10.71 19.13 0.23 7.66 8.71 0.29 0.03 53.03 20.26 2.13 3.13 0.08 0.27 0.35 0.22 1.83 0.00 0.46 0.08 0.21 0.00 0.50 0.73 1.62 - 2.07 0.18 6.58 0.99 0.01 15.89 5.55 99 financials SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) iv) Amount due to / from related parties (Contd.) Sr. Nature of transaction / relationship No. 3 Loans and advances receivable Subsidiaries CG PPI Adhesive Products Limited Malanpur Captive Power Limited Pauwels Transformer Inc. Pauwels Trafo Belgium N.V. Pauwels International N.V. Associates CG Lucy Switchgear Limited Brook Crompton Greaves Limited Other Related Parties Ballarpur Industries Limited Avantha Power & Infrastructure Limited Total 4 Loans and advances payable Subsidiaries CG Energy Management Limited CG Capital and Investments Limited Total 5 Dividend payable Key Management Personnel G.Thapar S.M. Trehan Other Related Parties Solaris Holdings Limited Janpath Investments & Holdings Limited KCT Chemicals & Electricals Limited Total 6 Due to Key Management Personnel G.Thapar S.M. Trehan Total Note: No amounts have been written off or written back during the year. As at 31-03-2009 Rs. crore As at 31-03-2008 9.74 0.06 0.70 0.63 0.00 10.31 0.01 0.80 0.01 4.00 0.01 1.96 0.33 0.17 15.64 13.09 0.54 4.70 5.24 0.52 4.54 5.06 0.01 0.01 0.01 0.00 7.17 0.00 0.03 7.22 5.74 5.75 3.18 1.04 4.22 2.54 0.61 3.15 30 (a) The Company has not entered into any finance / operating lease as specified in Accounting Standard (AS) 19 Leases. The Company has, however taken various residential / commercial premises and plant and equipments under cancellable operating lease. These lease agreements are normally renewed on expiry, wherever required. (b) There are no exceptional / restrictive covenants in the lease agreements. 31 Disclosures as required by Accounting Standard (AS) 20 Earnings Per Share Particulars Profit after taxes Number of equity shares outstanding Face value of equity share Earnings per share (basic and diluted) Rs. crore Rs. / share Rs. 2008-09 397.09 366566592 2.00 10.83 2007-08 313.92 366566592 2.00 8.56 100 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 32 Deferred Tax The major components of deferred tax assets and deferred tax liabilities are as under: Particulars Difference between book depreciation and tax depreciation Expenses allowable for tax purposes when paid / on payment of TDS Other items giving rise to timing differences Net deferred tax liability Net Incremental liability charged to profit and loss account 33 As at 31-03-2009 Deferred Deferred Tax Tax Assets Liabilities 78.21 5.66 8.63 14.29 78.21 63.92 11.67 Rs. crore As at 31-03-2008 Deferred Deferred Tax Tax Assets Liabilities 67.00 4.94 9.81 14.75 67.00 52.25 14.67 As per the Accounting Standard (AS) 28 Impairment of Assets, the Company has reviewed potential generation of economic benefits from fixed assets. Accordingly, impairment loss amounting to Rs.5.36 crore (Previous year Rs. 5.44 crore) provided in prior years has been reversed during the year. 34 Disclosures as required by Accounting Standard (AS) 29 Provisions, Contingent Liabilities and Contingent Assets (a)Movement in provisions: Nature of Provision Carrying amount at the beginning of the year Additional provision made during the year Amounts used during the year Unused amounts reversed during the year Carrying amount at the end of the year Nature of Provision Carrying amount at the beginning of the year Additional provision made during the year Amounts used during the year Unused amounts reversed during the year Carrying amount at the end of the year Warranties 2008-09 2007-08 26.09 15.06 22.32 16.95 2.49 1.77 9.18 4.15 36.74 26.09 Sales Tax / VAT 2008-09 2007-08 18.14 7.00 0.71 11.14 - - 18.85 18.14 Liquidated damages 2008-09 2007-08 11.88 9.09 2.79 - - 11.88 11.88 Other Litigation Claims 2008-09 2007-08 - - 1.98 - - - 1.98 Rs. crore Excise Duty 2008-09 2007-08 1.82 0.43 2.97 1.39 - - 4.79 1.82 Total 2008-09 57.93 27.98 2.49 9.18 74.24 2007-08 31.58 32.27 1.77 4.15 57.93 (b)Nature of Provisions: (i) Product Warranties: The Company gives warranties on certain products and services in the nature of repairs / replacement, which fail to perform satisfactorily during the warranty period. Provision made represents the amount of the expected cost of meeting such obligation on account of rectification / replacement. The timing of outflows is expected to be within a period of two years. (ii) Provision for sales tax represents sales tax liability on account of non-collection of declaration forms and other legal matters which are in appeal under the Act / Rules. (iii) Provision for excise duty represents the differential duty liability that is expected to materialise in respect of matters in appeal. (iv) Provision for liquidated damages has been made on contracts for which delivery dates are exceeded and computed in reasonable and prudent manner. (v) (c) Disclosure in respect of contingent liabilities: Refer Schedule 19. Provision for litigation related obligations represents liabilities that are expected to materialise in respect of matters in appeal. 101 financials SCHEDULES F o r m i n g P a r t o f T H E B a l a n c e S h e e t A n d P r o f i t A n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 35 Foreign currency transactions, Forward contracts and Derivatives: Pursuant to the announcement of the Institute of Chartered Accountants of India dated 29th March, 2008 on Accounting for Derivatives, the Company has adopted, during the year under review, the principles of hedge accounting as per the Accounting Standard (AS) 30 Financial Instruments : Recognition and Measurement, in respect of those derivative transactions which are not covered by the existing Accounting Standard (AS) 11. This treatment has resulted in a net loss of Rs.24.16 crore (Previous year - Rs. nil)arising out of fair valuation of hedge of outstanding derivative contracts which has been recognised in the profit and loss account. The particulars of derivative contracts entered into for hedging purposes outstanding as at 31st March, 2009 are as under Sr. Category of Derivative Instruments No. 1 For hedging foreign currency risks (a) Forward contracts for receivables including firm commitments and highly probable forecasted transactions (b) Option Contracts 2 As at 31-03-2009 As at 31-03-2008 USD million 61.00 16.00 USD million 88.00 14.00 Rs. crore 60.03 34.52 6.66 101.33 Rs. crore 84.75 62.32 2.91 101.33 Particulars of unhedged foreign currency exposure as at the balance sheet date: (a) (b) (c) (d) Creditors Loans received Bank balance in current accounts and term deposit accounts Investments in overseas subsidiaries 36 Other liabilities include Rs. 8.30 crore received as advance against sale of immovable property of the Company. As per the agreements with the buyers, the Company is entitled to forfeit the said amounts, if the buyers do not comply with the conditions of sale within the stipulated time. Since, the buyers have failed to comply with the conditions and hence, the Company has forfeited these amounts received in accordance with the terms of the agreements. The buyers have filed suits in the Courts for recovery of the advances paid by them. The Company contends that as per the force majeure clause of the agreements, is not required to be refunded. Pending disposal of the cases by the Courts, the Company, as a measure of prudence, has not recognised the said amount in the profit and loss account. 37 Amounts shown as 0.00 represents amount below Rs. 50,000 (Rupees Fifty Thousands). 38 Figures for the previous year have been re-grouped / re-classified wherever necessary. Signature to Schedule 1 to 19, A and B As per our report attached For SHARP & TANNAN CHARTERED ACCOUNTANTS L. Vaidyanathan PARTNER Membership No. 16368 Mumbai, 20th May, 2009 B. R. Jaju CHIEF FINANCIAL OFFICER S. M. Trehan MANAGING DIRECTOR W. Henriques COMPANY SECRETARY G. Thapar CHAIRMAN Mumbai, 20th May, 2009 102 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 Balance Sheet Abstract and Company’s General Business Profile IRegistration details Registration No. 2 6 4 1 Balance Sheet Date II State Code 1 1 3 1 0 3 2 0 0 9 Capital raised during the year (Amount in Rs. Thousands) Public issue Rights issue N I L N I Bonus issue Private placement N I L IIIPosition of mobilisation and deployment of funds (Amount in Rs. Thousands) Sources of Funds L N I L Total liabilities Total assets 1 3 5 9 4 8 2 2 1 3 5 9 4 8 2 2 Paid-up capital Reserves & surplus 7 3 3 1 6 5 1 1 6 8 5 7 6 9 Secured loans Unsecured loans 3 4 5 2 1 8 1 9 1 4 7 0 Net deferred tax liabilities 6 3 9 2 0 0 Application of Funds Net fixed assets and intangible assets Investments 5 2 3 6 6 2 7 2 6 5 5 1 2 9 Net current assets 5 7 0 3 0 6 6 IVPerformance of Company (Amount in Rs. Thousands) + - Turnover (including other income) Total expenditure 4 9 5 3 7 0 8 7 4 3 3 9 4 3 5 2 Profit / Loss before tax before extra-ordinary items + 6 1 4 2 7 3 5 + - Profit / Loss after tax + 3 9 7 0 9 6 1 + - Profit / Loss before tax after extra-ordinary items + 6 1 4 2 7 3 5 Basic earnings per share in Rs. 1 0 . 8 3 Dividend rate % 1 0 0 VGeneric names of the principal products / services of the Company: Item code no. (ITC code) Product description Item code no. (ITC code) Product description Item code no. (ITC code) Product description Item code no. (ITC code) Product description Item code no. (ITC code) Product description 8 5 . 0 4 Transformers 8 5 . 3 5 Switchgears and power control equipment 8 4 . 1 4 Fan, light sources and luminaires 8 5 . 0 1 Electrical motors and alternators 8 5 . 1 7 Telecom and networking B. R. Jaju CHIEF FINANCIAL OFFICER S. M. Trehan MANAGING DIRECTOR W. Henriques COMPANY SECRETARY Mumbai, 20th May, 2009 G.Thapar CHAIRMAN 103 financials 104 STATEMENT UNDER SECTION 212 OF THE COMPANIES ACT, 1956 Rs. crore Sr. No. c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Name of the Subsidiary Company CG Capital & Investments Limited CG Energy Management Limited CG PPI Adhesive Products Limited Malanpur Captive Power Limited CG International B.V. Pauwels International N.V. Pauwels Trafo Belgium N.V. Pauwels Trafo Gent N.V. Pauwels Trafo Ireland Limited Pauwels France S.A. Pauwels Transformer Inc Pauwels Americas Inc. Pauwels Canada Inc Pauwels Trafo Service N.V. PT Pauwels Trafo Asia CG Hungary Kft. Ganz Transelektro Villamossagi Zrt. Transverticum Kft Microsol Holdings Limited Microsol Limited Microsol (UK) Limited Viserge Limited Microsol Inc Societe Nouvelle de Maintenance de Transformateurs (Sonomatra) M.S.E. Power Systems Inc. M.S.E. West LLC Crompton Greaves Germany GmbH Financial year of the subsidiary ended on Extent of holding by Crompton Greaves Limited in the subsidiary as on 31st March, 2009 Profit / (loss) so far as it concerns the members of Crompton Greaves Limited and not dealt with in the accounts of Crompton Greaves Limited Profit / (loss) so far as it concerns the members of Crompton Greaves Limited and dealt with in the accounts of Crompton Greaves Limited For the financial year ended 31st March, 2009 For the previous years since it became a subsidiary For the financial year ended 31st March, 2009 For the previous years since it became a subsidiary 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 100.00% 100.00% 81.42% 59.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 95.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 0.97 0.04 0.71 3.16 14.81 102.21 97.03 (4.09) 12.52 0.56 57.41 (0.21) (11.94) 0.81 25.45 (92.46) 30.38 0.07 (1.42) 0.99 0.44 (3.23) (1.41) 13.21 (0.92) 12.87 (1.12) 7.72 244.95 88.63 (5.87) 71.44 0.43 73.77 (0.81) 42.66 (0.29) 28.92 (45.60) (25.96) (0.11) (128.40) 118.09 (0.29) 2.19 0.30 NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 100.00% 100.00% 100.00% 100.00% 0.45 0.42 (0.04) (0.01) NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL B. R. Jaju W. Henriques S. M. Trehan G.Thapar CHIEF FINANCIAL OFFICER COMPANY SECRETARY MANAGING DIRECTOR CHAIRMAN Mumbai, 20th May, 2009 financials INFORMATION IN RESPECT OF SUBSIDIARY COMPANIES F OR Sr. Name of Subsidiary Company No. Reporting currency Exchange rate Capital Equity Preference share share capital capital Reserves Total assets T H E Y EAR EN D E D 3 1 S T M AR C H 2 0 0 9 Total liabilities Investment (included in total assets) Turnover (including other income) Profit before taxation Provision for taxation Profit after taxation Proposed dividend Rs. crore Country of incorporation 1 CG Capital & Investments Limited INR 1.0000 10.50 32.93 14.18 57.76 0.15 50.91 1.12 1.11 0.14 0.97 - India 2 CG Energy Management Limited INR 1.0000 1.60 - (0.88) 0.73 0.01 - 0.04 0.04 0.00 0.04 - India 3 CG PPI Adhesive Products Limited INR 1.0000 3.90 - 8.34 19.66 7.42 - 10.40 1.56 0.69 0.87 - India 4 Malanpur Captive Power Limited INR 1.0000 18.68 - 3.45 100.78 78.65 4.79 74.23 8.54 3.18 5.36 - India 5 CG International B.V. EUR 67.4400 101.33 - 23.14 688.60 564.13 262.88 113.45 14.81 - 14.81 - The Netherlands 6 Pauwels International N.V. EUR 67.4400 247.43 - 1015.65 2084.90 821.82 331.49 1302.45 93.17 (9.04) 102.21 - Belgium 7 Pauwels Trafo Belgium N.V. EUR 67.4400 183.74 - 166.22 2370.21 2020.25 1184.60 1962.94 133.57 36.54 97.03 - Belgium 8 Pauwels Trafo Gent N.V. EUR 67.4400 22.63 - (97.08) 0.21 74.66 - 1.15 (4.09) - (4.09) - Belgium 9 Pauwels Trafo Ireland Limited EUR 67.4400 20.31 15.50 126.10 301.05 139.14 - 501.50 14.00 1.49 12.51 - Ireland 10 Pauwels France S.A. EUR 67.4400 0.25 - 2.97 22.39 19.17 - 67.84 0.90 0.34 0.56 - France 11 Pauwels Transformer Inc USD 50.7100 6.68 6.68 88.57 322.12 220.19 - 515.72 82.36 24.96 57.40 - USA 12 Pauwels Americas Inc. USD 50.7100 0.45 - (1.98) 27.14 28.67 - 58.21 0.07 0.28 (0.21) - USA 13 Pauwels Canada Inc CAD 40.5250 132.83 - (118.54) 337.87 323.58 - 389.22 (3.62) 8.32 (11.94) - Canada 14 Pauwels Trafo Service N.V. EUR 67.4400 0.05 - 1.20 1.69 0.44 - 2.56 0.81 - 0.81 - Netherlands Antilles 15 PT Pauwels Trafo Asia USD 50.7100 56.36 - 38.51 264.45 169.58 - 346.01 47.55 20.76 26.79 - Indonesia 16 CG Hungary Kft. HUF 0.2226 0.06 - (68.56) 338.59 407.09 - 68.79 (92.46) - (92.46) - Hungary 17 Ganz Transelektro Villamossagi Zrt. HUF 0.2226 542.25 - (484.46) 562.02 504.23 - 496.68 30.86 0.48 30.38 - Hungary 18 Transverticum Kft HUF 0.2226 0.07 - (0.04) 0.03 - - 0.24 0.08 - 0.08 - Hungary 19 Microsol Holdings Limited EUR 67.4400 21.29 4.67 (52.62) 23.48 50.14 23.48 - (1.42) - (1.42) - Ireland 20 Microsol Limited EUR 67.4400 5.44 1.25 (6.67) 0.02 - - 1.02 0.99 - 0.99 - Ireland 21 Microsol (UK) Limited EUR 67.4400 0.00 - 3.10 23.81 20.71 - 34.21 0.99 0.55 0.44 - United Kindom 22 Viserge Limited EUR 67.4400 0.01 - 14.57 14.66 0.08 - 3.26 (3.23) - (3.23) - Ireland 23 Microsol Inc USD 50.7100 9.77 - (7.60) 5.22 3.05 - 11.75 (1.41) - (1.41) - USA 24 Societe Nouvelle de Maintenance de Transformateurs (Sonomatra) EUR 67.4400 1.35 - 1.58 8.58 5.65 - 10.91 0.34 (0.11) 0.45 - France 25 M.S.E. Power Systems Inc. USD 50.7100 0.61 - 9.09 53.51 43.81 - 70.81 0.20 (0.22) 0.42 - USA 26 M.S.E. West LLC USD 50.7100 0.50 - (0.46) 0.12 0.08 - 0.09 (0.04) - (0.04) - USA 27 Crompton Greaves Germany GmbH EUR 67.4400 0.17 - (0.01) 0.16 - - - (0.01) - (0.01) - Germany 105 CROMPTON GREAVES CONSOLIDATED FINANCIALS c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 Auditors’ Report tC or otmhpetBoonaGrrdeoavf eDsi rLei mc tiot re ds oa nn dt hi tes Csounbssoildiidaartieeds F i n a n c i a l 1. We have audited the attached Consolidated Balance Sheet of Crompton In our opinion and to the best of our information and explanations Greaves Limited and its subsidiaries and associates (‘the Crompton given to us and on consideration of the separate audit report on Greaves Group’) as at 31st March, 2009, the Consolidated Profit and individual audited financial statements of the Crompton Greaves Loss Account and the Consolidated Cash Flow Statement for the year Group, we are of the opinion that the said consolidated financial ended on that date, annexed thereto. These financial statements are statements give a true and fair view in conformity with the accounting the responsibility of the Company’s management. Our responsibility principles generally accepted in India: is to express an opinion on these financial statements based on our audit. 2. 5. Statements of (a) state of affairs of the Crompton Greaves Group as at 31st March, 2009; We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and in the case of the Consolidated Balance Sheet, of the consolidated (b) in the case of the Consolidated Profit and Loss Account, of the perform the audit to obtain reasonable assurance about whether the consolidated results of operations of the Crompton Greaves financial statements are prepared, in all material respects, in accordance Group for the year ended on that date; and with an identified financial reporting framework and are free of material misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and (c) in the case of the Consolidated Cash Flow Statement, of the consolidated cash flows of the Crompton Greaves Group for the year ended on that date. significant estimates made by management, as well as evaluating For SHARP & TANNAN Chartered Accountants the overall financial statements. We believe that our audit provides a reasonable basis for our opinion. 3. We did not audit the financial statements of certain subsidiaries, namely, CG Capital & Investments Limited and CG International B.V., The Netherlands and its subsidiaries whose financial statements reflect Mumbai, 20th May, 2009 L. Vaidyanathan Partner Membership No. 16368 total assets of Rs. 3010.52 crore as at 31st March, 2009, total revenues of Rs. 4112.35 crore and the cash inflows being Rs. 4.34 crore for the year ended on that date and certain associates, namely, CG Actaris Electricity Management Private Limited and Pauwels Middle East Trading & Contracting Private Limited whose net carrying cost of investments being Rs. 0.60 crore and current year share of losses (net) being Rs. 2.95 crore. These financial statements 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 these subsidiaries and associates, is based solely on the report of the other auditors. 4. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of the Accounting Standard (AS) 21 Consolidated Financial Statements and (AS) 23 Accounting for Investments in Associates in Consolidated Financial Statements specified by the Companies (Accounting Standards) Rules, 2006 notified by the Central Government and on the basis of the separate audited financial statements of the Crompton Greaves Group included in the consolidated financial statements. 107 financials CONSOLIDATED BALANCE SHEET A S AT 3 1 S T M AR C H , 2 0 0 9 Schedule SOURCES OF FUNDS SHAREHOLDERS’ FUNDS: Share capital Reserve and surplus 1 2 As at 31-03-2009 Rs. crore Rs. crore 73.32 1757.73 3 MINORITY INTEREST LOAN FUNDS: Secured loans Unsecured loans 4 5 As at 31-03-2008 Rs. crore Rs. crore 73.32 1228.47 1831.05 1301.79 13.85 12.25 692.25 25.95 811.98 29.97 718.20 2563.10 APPLICATION OF FUNDS FIXED ASSETS: Gross block Less: Depreciation, obsolescence, amortisation and impairment Net block Capital work-in-progress INVESTMENTS DEFERRED TAX: Deferred tax assets Less: Deferred tax liabilities 6 3028.85 1704.02 1324.83 53.70 Less: CURRENT LIABILITIES AND PROVISIONS: Current liabilities Provisions 132.98 84.77 1244.41 93.43 130.68 71.87 48.21 58.81 8 9 10 11 1094.92 2055.64 565.64 453.71 4169.91 1066.36 1720.41 244.49 370.38 3401.64 12 13 2602.15 598.61 3200.76 2099.77 542.53 2642.30 969.15 2563.10 Net Current Assets CONTINGENT LIABILITIES SIGNIFICANT ACCOUNTING POLICIES NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT 2685.41 1488.58 1196.83 47.58 1378.53 167.21 7 (Refer Note 12 of Schedule ‘B’) CURRENT ASSETS, LOANS AND ADVANCES: Inventories Sundry debtors Cash and bank balances Loans and advances 841.95 2155.99 759.34 2155.99 20 A B The Schedules referred to above and the Notes attached, form an integral part of the Balance Sheet As per our report attached For SHARP & TANNAN CHARTERED ACCOUNTANTS L. Vaidyanathan PARTNER Membership No. 16368 Mumbai, 20th May, 2009 B. R. Jaju CHIEF FINANCIAL OFFICER S. M. Trehan MANAGING DIRECTOR W. Henriques COMPANY SECRETARY G. Thapar CHAIRMAN Mumbai, 20th May, 2009 108 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 CONSOLIDATED PROFIT AND LOSS ACCOUNT F OR T H E Y EAR EN D E D 3 1 S T M AR C H , 2 0 0 9 Schedule INCOME: Sales and services Less: Excise duty Sales and services (net) Other income 14 EXPENDITURE: Materials, manufacturing and operating expenses Staff expenses Selling and administration expenses Interest and commitment charges Depreciation, obsolescence, amortisation and impairment 15 16 17 18 19 2008-09 Rs. crore Rs. crore 9031.08 293.82 2007-08 Rs. crore 7181.38 349.04 8737.26 73.99 8811.25 5693.76 1062.71 985.21 80.80 121.60 6832.34 73.67 6906.01 4564.64 796.81 724.94 78.12 126.26 7944.08 867.17 PROFIT BEFORE TAX Provision for : Current tax Deferred tax Rs. crore 261.30 38.04 6290.77 615.24 197.04 3.35 (Refer Note 12 of Schedule ‘B’) 5.33 Fringe benefit tax PROFIT AFTER TAX Minority interest in income PROFIT AFTER TAXES AND MINORITY INTEREST Share of profit / (loss) of Associate companies AMOUNT AVAILABLE FOR APPROPRIATION Transfer from doubtful debts reserve AMOUNT AVAILABLE FOR DISTRIBUTION 1st Interim dividend 2nd Interim dividend 3rd Interim dividend Corporate dividend tax BALANCE CARRIED TO BALANCE SHEET Earnings per share (basic and diluted) (Face value of equity share of Rs. 2 each) Rs. 5.03 304.67 562.50 205.42 409.82 (1.71) 560.79 (4.81) 405.01 (0.89) 559.90 1.71 406.72 559.90 16.14 422.86 25.66 29.32 18.33 12.57 474.02 14.66 29.32 14.66 9.98 354.24 15.27 11.10 (Refer Note 11 of Schedule ‘B’) SIGNIFICANT ACCOUNTING POLICIES A NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT B The Schedules referred to above and the Notes attached, form an integral part of the Profit and Loss Account As per our report attached For SHARP & TANNAN CHARTERED ACCOUNTANTS L. Vaidyanathan PARTNER Membership No. 16368 Mumbai, 20th May, 2009 B. R. Jaju CHIEF FINANCIAL OFFICER S. M. Trehan MANAGING DIRECTOR W. Henriques COMPANY SECRETARY G. Thapar CHAIRMAN Mumbai, 20th May, 2009 109 financials CONSOLIDATED CASH FLOW STATEMENT F OR T H E Y EAR EN D E D 3 1 S T M AR C H , 2 0 0 9 [A] CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxes Adjustments for : Depreciation, obsolescence, amortisation and impairment Provision for doubtful debts and advances Interest expenses Interest income Income from investments Profit on sale of investments (net) Unrealised exchange (gain) / loss (net) Unrealised foreign exchange gain on consolidation (net) (Profit) / Loss on sale of fixed assets (net) Provision for diminution in value of investments Operating profit before working capital changes Adjustments for: (Increase) / Decrease in trade and other receivables (Increase) / Decrease in Inventories Increase / (Decrease) in trade and other payables Increase / (Decrease) in provision Cash generated from operations Direct taxes and fringe benefit tax paid (net of refunds) Minority interest in income Share of profit / (loss) of associate companies Cash generated from / (used in) operations [A] [B] CASH FLOW FROM INVESTING ACTIVITIES Add: Inflows from investing activities Sale of fixed assets Sale of investments Change in minority interest Change in investment in associate companies Cash and cash equivalents acquired pursuant to acquisition of subsidiary companies Income from investments (net) Less: Outflows from investing activities Purchase of fixed assets Purchase of investments Acquisition of subsidiary and minority interest Change in investment in associate companies Net Cash (used in) / from investing activities [B] 2008-09 Rs. crore 2007-08 Rs. crore 867.17 615.24 121.60 18.80 80.80 (15.29) (1.41) (3.78) 29.52 60.18 (0.09) 0.17 290.50 1157.67 126.26 18.00 78.12 (8.16) (0.24) (1.81) (0.37) 26.79 (0.88) 237.71 852.95 (314.74) (25.05) 322.83 22.81 5.85 1163.52 (216.54) (1.71) (0.89) 944.38 (217.88) (148.26) 222.78 59.13 (84.23) 768.72 (186.81) (4.81) 1.71 578.81 3.55 2026.27 1.60 0.89 15.33 1.41 2049.05 5.78 1629.91 7.58 0.41 0.24 1643.92 (201.22) (2097.70) (84.38) (2383.30) (334.25) (258.28) (1655.58) (75.26) (1.71) (1990.83) (346.91) 110 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 CONSOLIDATED CASH FLOW STATEMENT F OR T H E Y EAR EN D E D 3 1 S T M AR C H , 2 0 0 9 2008-09 Rs. crore 2007-08 Rs. crore 12.69 12.69 8.02 8.02 (131.54) (5.82) (69.45) (11.95) (82.91) (301.67) (288.98) (88.67) (2.14) (62.04) (7.59) (76.46) (236.90) (228.88) NET CHANGES IN CASH AND CASH EQUIVALENTS (A+B+C) 321.15 3.02 Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year 244.49 565.64 241.47 244.49 [C] CASH FLOW FROM FINANCING ACTIVITIES Add: Inflows from financing activities Interest income Less: Outflows from financing activities Secured loans Unsecured loans Interim dividend paid Corporate dividend tax Interest expenses Cash generated from / (used in) financing activities [C] Notes : 1 The cash flow statement has been prepared under the indirect method as set out in Accounting Standard (AS) 3 Cash Flow Statements, as specified in the Companies (Accounting Standards) Rules, 2006. 2 Additions to fixed assets include movements of capital work-in-progress during the year. 3 Cash and cash equivalents at the end of the year represent cash and bank balances and include unrealised gain of Rs. 0.19 crore (Previous year Rs. nil) on account of translation of foreign currency bank balances. 4 Figures for the previous year have been re-grouped / re-classified wherever necessary. As per our report attached For SHARP & TANNAN CHARTERED ACCOUNTANTS L. Vaidyanathan PARTNER Membership No. 16368 Mumbai, 20th May, 2009 B. R. Jaju CHIEF FINANCIAL OFFICER S. M. Trehan MANAGING DIRECTOR W. Henriques COMPANY SECRETARY G. Thapar CHAIRMAN Mumbai, 20th May, 2009 111 financials SCHEDULES F OR M I N G PART O F T H E C ON S OL I D ATE D B ALAN C E S H EET SCHEDULE : 1 SHARE CAPITAL Authorised 62,50,00,000 Equity shares of Rs. 2 each Issued and subscribed 36,66,08,892 Equity shares of Rs. 2 each Paid-up 36,65,66,592 Equity shares of Rs. 2 each Add: Forfeited shares 42,300 equity shares of Rs. 2 each (amount paid-up Rs. 32,175) SCHEDULE : 2 RESERVES AND SURPLUS Capital reserve on consolidation Capital reserve Securities premium account Capital redemption reserve Revaluation reserve Government subsidy Foreign currency transalation reserve Investment allowance (utilised) reserve Retained Earnings Total Previous year As at 01-04-2008 Rs. crore 156.68 19.12 206.82 10.00 14.76 0.39 (22.72) 0.33 385.38 843.09 1228.47 895.53 As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 125.00 125.00 73.32 73.32 73.32 0.00 73.32 0.00 73.32 73.32 Additions Deductions Rs. crore Rs. crore 65.61 65.61 474.36 (b) 539.97 381.31 0.18 (a) 0.01 (b) 0.33 (b) 0.52 10.19 (c) 10.71 48.37 As at 31-03-2009 Rs. crore 156.68 19.12 206.82 10.00 14.58 0.38 42.89 450.47 1307.26 1757.73 1228.47 Notes: (a) Depreciation on revalued fixed assets, recouped from revaluation reserve Rs. 0.18 crore. (b) Additions to retained earnings represents Rs. 474.02 crore transferred from profit and loss account, Rs. 0.33 crore transferred from investment allowance (utilised) reserve and Rs. 0.01 crore transferred from government subsidy. (c) Deductions from retained earnings represents Rs. 10.18 crore on account of employee benefits provided as per Accounting Standard (AS) 15 Employee Benefits and Rs. 0.01 crore on account of acquisition of share of minority interest. (d) Retained earnings comprises of general reserve and profit and loss account balances. SCHEDULE : 3 MINORITY INTEREST Opening balance Adjustment on account of subsidiaries Share of profit for the year Dividend to minority shareholders Closing balance As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 12.25 0.06 1.71 (0.17) 13.85 28.40 (20.84) 4.81 (0.12) 12.25 112 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F OR M I N G PART O F T H E C ON S OL I D ATE D B ALAN C E S H EET SCHEDULE : 4 SECURED LOANS Term Loans From banks From financial institutions Working Capital Demand Loan From banks As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 554.04 138.21 423.90 267.63 - 120.45 692.25 811.98 As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 2.21 2.07 4.07 2.71 19.15 25.19 0.52 - 25.95 29.97 (Refer Note 16 of Schedule ‘B’) SCHEDULE : 5 UNSECURED LOANS Inter-corporate deposits {Due within one year Rs.0.33 crore; (Previous year Rs.0.18 crore)} Lease finance {Due within one year Rs. 2.27 crore; (Previous year Rs. 1.08 crore)} Interest free sales tax deferral loans from State Governments {Due within one year Rs. 6.66 crore; (Previous year Rs. 6.04 crore)} Others (Due within one year) 113 financials 114 SCHEDULES F OR M I N G PART O F T H E C ON S OL I D ATE D B ALAN C E S H EET SCHEDULE : 6 Rs. crore FIXED ASSETS Gross block (Cost / Valuation) ASSETS As at Additions Deductions 01-04-2008 Impairment Translation As at As at adjustments 31-03-2009 01-04-2008 Reversed Depreciation / Obsolescence / Amortisation As at Upto For the 31-03-2009 31-03-2008 year Deductions Net block Translation Upto As at As at adjustments 31-03-2009 31-03-2009 31-03-2008 (A) Tangible Assets 31.76 4.77 - 1.51 38.04 - - - - - - - - 38.04 31.76 652.41 23.71 0.09 22.21 698.24 1.15 1.15 - 316.92 15.62 0.04 19.19 351.69 346.55 334.34 1364.56 61.66 4.85 79.81 1501.18 2.66 2.66 - 897.35 56.91 2.97 49.65 1000.94 500.24 464.55 0.02 - - - 0.02 - - - 0.01 - - - 0.01 0.01 0.01 186.66 9.72 4.97 11.30 202.71 1.40 1.40 - 148.18 9.02 4.42 8.70 161.48 41.23 37.08 31.18 3.02 2.33 0.95 32.82 0.15 0.15 - 19.42 3.26 1.35 1.05 22.38 10.44 11.61 2266.59 102.88 12.24 115.78 2473.01 5.36 5.36 - 1381.88 84.81 8.78 78.59 1536.50 936.51 879.35 317.96 72.69 - 23.60 414.25 - - - 42.48 32.84 - 7.78 83.10 331.15 275.48 Leasehold land 14.62 1.72 - - 16.34 - - - 2.27 0.17 - - 2.44 13.90 12.35 Computer software 70.72 10.62 0.78 17.22 97.78 - - - 49.96 8.06 0.78 14.15 71.39 26.39 20.76 Technical know-how 2.97 - - - 2.97 - - - 1.19 0.59 - - 1.78 1.19 1.78 Patents and licenses 0.02 0.31 - - 0.33 - - - - 0.01 - - 0.01 0.32 0.02 12.53 9.86 - 1.78 24.17 - - - 5.44 0.66 - 2.70 8.80 15.37 7.09 418.82 95.20 0.78 42.60 555.84 - - - 101.34 42.33 0.78 24.63 167.52 388.32 317.48 Total (A+B) 2685.41 198.08 13.02 158.38 3028.85 5.36 5.36 - 1483.22 127.14 9.56 103.22 1704.02 1324.83 1196.83 Previous year 2233.16 314.72 31.43 168.96 2685.41 10.80 5.44 5.36 1237.15 131.91 26.53 140.69 1483.22 53.70 47.58 1378.53 1244.41 Freehold land Buildings Plant and equipments Railway sidings Furniture and fixtures Vehicles Sub-total (A) (B) Intangible Assets Goodwill on consolidation c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 Research and development Sub-total (B) Add : Capital work-in-progress SCHEDULES F OR M I N G PART O F T H E C ON S OL I D ATE D B ALAN C E S H EET As at 31-03-2009 Rs. crore Rs. crore SCHEDULE : 7 INVESTMENTS As at 31-03-2008 Rs. crore Rs. crore (Refer Note 6 of Schedule ‘A’) Long Term Investments Government and trust securities Fully paid shares of associate companies (Under equity method) Fully paid preference / equity shares of other companies Bonds and debentures 0.75 27.19 0.75 26.66 0.52 34.24 0.52 36.05 62.70 Current Investments Other fully paid equity shares Other investments SCHEDULE : 8 INVENTORIES Stores, spares and packing materials Raw materials Work-in-progress - Manufacturing Work-in-progress - Contracts At cost At realisable sales value Less: Progress payments 0.66 103.85 63.98 0.83 28.62 104.51 167.21 29.45 93.43 As at 31-03-2009 Rs. crore Rs. crore As at 31-03-2008 Rs. crore Rs. crore 7.73 370.08 566.02 7.62 363.39 526.97 5.00 443.43 448.43 404.11 5.85 222.47 228.32 180.78 44.32 Finished goods - Manufacturing Add:- Excise duty on finished goods Finished goods - Trading SCHEDULE : 9 SUNDRY DEBTORS 81.53 2.00 83.53 23.24 47.54 70.80 3.63 74.43 46.41 106.77 1094.92 120.84 1066.36 As at 31-03-2009 Rs. crore Rs. crore As at 31-03-2008 Rs. crore Rs. crore (Unsecured) Debts outstanding for a period exceeding six months Considered good Considered doubtful Other debts Considered good Considered doubtful Less: Provision for doubtful debts 195.98 55.46 251.44 224.41 31.49 255.90 1859.66 0.70 2111.80 56.16 1496.00 0.22 1752.12 31.71 2055.64 2055.64 1720.41 1720.41 115 financials SCHEDULES F OR M I N G PART O F T H E C ON S OL I D ATE D B ALAN C E S H EET SCHEDULE : 10 CASH AND BANK BALANCES Cash on hand Bank balances with scheduled banks On current accounts On deposit accounts As at 31-03-2009 Rs. crore Rs. crore As at 31-03-2008 Rs. crore Rs. crore 0.32 0.35 186.20 297.08 114.81 50.56 483.28 Bank balances with non-scheduled banks On current accounts On deposit accounts SCHEDULE : 11 LOANS AND ADVANCES 76.08 5.96 165.37 51.46 27.31 82.04 565.64 78.77 244.49 As at 31-03-2009 Rs. crore Rs. crore As at 31-03-2008 Rs. crore Rs. crore (Unsecured, considered good) Advances recoverable in cash or in kind or for value to be received Considered good Considered doubtful Less: Provision for doubtful advances 368.37 5.51 5.51 368.37 85.34 453.71 314.03 56.35 370.38 As at 31-03-2009 Rs. crore Rs. crore As at 31-03-2008 Rs. crore Rs. crore 1588.40 729.04 1222.85 673.60 Balances with excise, customs, service tax and value added tax etc. SCHEDULE : 12 CURRENT LIABILITIES Sundry creditors Advances from customers Investor Education and Protection Fund Unclaimed dividend Unclaimed matured fixed deposits Due to Directors Interest accrued but not due on loans Other liabilities Due to erstwhile shareholders of acquired subsidiaries SCHEDULE : 13 PROVISIONS Taxes Fringe benefit tax Interim dividend Corporate dividend tax Leave encashment Gratuity Pension / social security Post retirement medical benefits Others provisions 314.03 4.14 4.14 1.25 0.17 1.06 0.26 1.42 4.90 2.52 224.81 51.06 2602.15 1.32 3.82 4.63 189.14 4.41 2099.77 As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 261.30 5.33 18.33 3.11 17.01 3.65 76.99 6.24 206.65 197.04 5.03 14.66 2.49 14.23 2.71 114.66 5.09 186.62 598.61 542.53 (Refer Note 14 of Schedule ‘B’) 116 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F OR M I N G PART O F T H E C ON S OL I D ATE D PRO F I T AN D LO S S A C C OUNT SCHEDULE : 14 OTHER INCOME Income from lease of premises / business service centers Income from investments (net) Interest income Profit on sale of investments (net) Profit on sale of fixed assets (net) Exchange gain (net) Miscellaneous income 2008-09 SCHEDULE : 15 MATERIALS, MANUFACTURING AND OPERATING EXPENSES Rs. crore 2008-09 Rs. crore 2007-08 Rs. crore 22.08 1.41 15.29 3.78 0.09 31.34 73.99 19.06 0.24 8.16 1.81 0.88 14.06 29.46 73.67 2007-08 Rs. crore Rs. crore Rs. crore Raw materials consumed Opening stock 363.39 312.28 Add: Purchases 4442.49 3574.48 Less: Closing stock 370.08 363.39 Total 4435.80 3523.37 237.85 171.35 Add: Sub contracting charges (including construction materials Rs. 12.58 crore; Previous year Rs.19.75 crore) 89.25 Less: Scrap sales Purchase of trading goods 71.77 4584.40 3622.95 932.10 861.46 (Increase) / decrease in stocks : Closing Stock Work-in-progress - Manufacturing - Contracts Finished goods 566.02 526.97 5.00 5.85 106.77 120.84 677.79 653.66 526.97 417.05 Opening Stock Work-in-progress - Manufacturing - Contracts Finished goods 5.85 32.90 120.84 123.03 653.66 572.98 (24.13) (80.68) 5492.37 4403.73 Stores and spares 60.91 53.35 Power and fuel 75.78 59.06 Repairs - Buildings 16.07 13.22 Repairs - Plant and equipments 36.14 25.56 Technical and testing fees 12.49 9.72 5693.76 4564.64 117 financials SCHEDULES F OR M I N G PART O F T H E C ON S OL I D ATE D PRO F I T AN D LO S S A C C OUNT SCHEDULE : 16 STAFF EXPENSES 2008-09 Rs. crore 2007-08 Rs. crore Salaries, wages and bonus Provident fund and family pension scheme contributions Superannuation fund contributions Gratuity Pension / social security Post retirement medical benefits Leave encashment Workmen and staff welfare 833.35 9.25 3.45 4.04 136.06 1.49 5.49 69.58 1062.71 642.29 8.60 3.12 3.67 79.29 0.58 4.92 54.34 796.81 SCHEDULE : 17 SELLING AND ADMINISTRATION EXPENSES 2008-09 Rs. crore 2007-08 Rs. crore 27.31 28.39 32.42 27.55 59.06 57.65 6.34 267.47 42.11 55.00 27.19 7.06 18.80 0.17 127.82 0.15 200.72 985.21 18.72 21.63 40.15 25.01 46.64 57.90 5.51 181.94 33.99 69.64 20.36 20.16 18.00 0.14 165.15 724.94 2008-09 Rs. crore 2007-08 Rs. crore 41.20 39.60 80.80 36.38 41.74 78.12 2008-09 Rs. crore 2007-08 Rs. crore 127.14 (5.36) (0.18) 121.60 131.91 (5.44) (0.21) 126.26 Rent Repairs - others Rates and taxes Insurance Travelling Legal and professional charges Auditors’ remuneration (excluding service tax) Freight and forwarding Packing materials After sales services including warranties Sales promotion Bad debts and advances Provision for doubtful debts and advances (net) Provision for diminution in value of investments Exchange loss (net) Directors’ fees Miscellaneous expenses SCHEDULE : 18 INTEREST AND COMMITMENT CHARGES Fixed loans Others SCHEDULE : 19 DEPRECIATION, OBSOLESCENCE, AMORTISATION AND IMPAIRMENT Depreciation, obsolescence and amortisation Impairment provided / (reversed) Recoupment from revaluation reserve 118 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F OR M I N G PART O F T H E C ON S OL I D ATE D B ALAN C E S H EET As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 11.87 16.22 (b) Sales tax liability that may arise in respect of matters in appeal 1.41 2.55 (c) Excise duty / service tax liability that may arise in respect of matters in appeal preferred by the companies 6.27 15.58 (d) Excise duty / service tax liability that may arise in respect of matters disputed by the department 1.35 0.33 (e) Income tax liability that may arise in respect of matters in appeal by the companies 3.34 1.85 10.09 12.03 (g) Guarantees issued to bankers by associate companies 0.14 0.31 (h) Guarantee given on behalf of associate companies 5.68 4.37 231.78 157.91 SCHEDULE : 20 CONTINGENT LIABILITIES (a) Claims against the companies not acknowledged as debts (f ) Income tax liability that may arise in respect of matters in appeal preferred by the department (i) Bills discounted 119 financials SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : A SIGNIFICANT ACCOUNTING POLICIES 1 Basis of Presentation The consolidated financial statements relate to Crompton Greaves Limited (the Parent Company), its subsidiary companies and associates. The Parent Company with its subsidiaries and associates constitute the Group. (a) The financial statements of the subsidiary companies used in the consolidation are drawn upto the same reporting date as that of the Parent Company, i.e. year ended 31st March, 2009. (b) The Group maintains its accounts on accrual basis following the historical cost convention, except for the revaluation of certain fixed assets, in accordance with the Generally Accepted Accounting Principles (GAAP) and in compliance with the Accounting Standards specified in the Companies (Accounting Standards) Rules, 2006 notified by the Central Government and other provisions of the Companies Act, 1956. However, certain escalation and other claims are accounted for in terms of contracts with the customers. Insurance and other claims are accounted for as and when admitted by the appropriate authorities. (c) The preparation of financial statements in conformity with GAAP requires that the respective management of the companies makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. Examples of such estimates include the useful life of tangible and intangible fixed assets, provision for doubtful debts / advances, future obligations in respect of retirement benefit plans, etc. Difference, if any, between the actual results and estimates is recognised in the period in which the results are known. (d) The financial statements of all Indian subsidiaries and associates are prepared in compliance with the Accounting Standards specified in the Companies (Accounting Standards) Rules, 2006 notified by the Central Government and other provisions of the Companies Act, 1956 and those of the foreign subsidiaries and associates, have been prepared in compliance with the local laws and applicable accounting standards. 2Principles of Consolidation (a) The financial statements of the Parent Company and its subsidiaries have been consolidated on a line by line basis by adding together the book values of like items of assets, liabilities, incomes and expenses after eliminating intra-group balances, intra-group transactions and unrealised profits resulting therefrom and are presented to the extent possible, in the same manner as the Company’s independent financial statements. (b) The financial statements of the Parent Company and its subsidiaries have been consolidated using uniform accounting policies for like transactions and other events in similar circumstances. (c) The excess of cost to the Parent Company of its investment in each of the subsidiaries over its share of equity in the respective subsidiary, on the acquisition date, is recognised in the consolidated financial statements as ‘goodwill on consolidation’ and carried in the balance sheet as an asset. Where the share of equity in the subsidiary companies as on the date of investment, is in excess of cost of investment of the company, it is recognised as ‘capital reserve’ and shown under the head Reserves and Surplus, in the consolidated financial statements. (d) Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments. (e) Investments in associate companies have been accounted under the equity method as per Accounting Standard (AS) 23 Accounting for Investments in Associates in Consolidated Financial Statements. Under the equity method of accounting, the investment is initially recorded at cost, identifying any goodwill / capital reserve arising at the time of acquisition. The carrying amount of investment is adjusted thereafter for the post acquisition change in the investor’s share of net assets of the investee. The consolidated profit and loss account reflects the investor’s share of the results of the operations of the investee. 3 Fixed Assets (a) Fixed assets are stated at cost net of tax / duty credit availed, if any, except for land and buildings added prior to 30th June, 1985 which are stated at revalued cost as at that date based on the report of technical expert (in case of the Parent Company). (b) Fixed assets are eliminated from financial statements, either on disposal or when retired from active use. The retired assets are disposed off immediately. (c) Pre-operative expenses, including interest on borrowings upto the date of commercial operations, are treated as part of the project cost and capitalised. (d) Internally manufactured / constructed fixed assets are capitalised at factory cost, including excise duty, where applicable. (e) Machinery spares which are specific to particular item of fixed assets and whose use is irregular are capitalised as part of the cost of machinery. 120 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : A SIGNIFICANT ACCOUNTING POLICIES (Contd.) 4Impairment of Assets (a) The carrying amount of assets, other than inventories is reviewed at each balance sheet date, to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the assets is estimated. (b) An impairment loss is recognised, whenever the carrying amount of assets or its cash generating units exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use which is determined based on the estimated future cash flow generated from the continuing use of an asset and from its disposal at the end of its useful life, discounted to its present value. (c) An impairment loss is reversed, if there has been a change in the estimates made to determine and recognise the recoverable amount in the earlier year. 5Intangible Assets and Amortisation Intangible assets are recognised as per the criteria specified in the Accounting Standard (AS) 26 Intangible Assets and are amortised as under: (a) Leasehold land : Over the period of lease; (b) Specialised software : Over a period of three to five years; (c) Lump sum fees for technical know-how : Over a period of five years from the year of commercial production; (d) Goodwill on consolidation : Over the period of ten years; and (e) Other intangible assets : Over the period of five years. 6Investments (a) Long term investments are carried at cost after providing for any diminution in value, if such diminution is of other than temporary nature. (b) Current investments are carried at the lower of cost and market value. The determination of carrying costs of such investments is done on the basis of specific identification. 7Inventories Inventories are valued at the lower of cost and net realisable value, after providing for obsolescence and damages as under : (a) Raw materials, packing materials, stores and spares : At cost, on weighted average basis; (b) (c) (d) (e) 8 Foreign currency transactions, Forward contracts and Derivatives (a) The reporting currency is Indian Rupee. (b) Foreign currency transactions are recorded on initial recognition in the reporting currency, using the exchange rate at the date of the transaction. At each balance sheet date, foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. (c) Exchange differences that arise on settlement of monetary items or on reporting at each balance sheet date of the company’s monetary items at the closing rate are recognised as income or expense in the period in which they arise. (d) The premium or the discount on forward exchange contracts not relating to firm commitments or highly probable forecast transactions and not intended for trading or speculation purpose is amortised as expense or income over the life of the contract. (e) Gain or loss on forward exchange contracts relating to firm commitments or highly probable forecast transactions is computed by multiplying the foreign currency amount of the forward exchange contract by the difference between the forward rate available at the reporting date for the remaining maturity of the contract and the contracted forward rate. Such gain or loss is recognised in the profit and loss account. (f ) Cash flows arising on account of roll-over / cancellation of forward contracts are recognised as income / expense of the period in line with the movement in the underlying exposures. (g) The operation of foreign subsidiaries which are considered as non-integral operations, their financial statements are translated at the following exchange rates: (i) Revenue and Expenses : (ii) Current assets and Current liabilities : Exchange rate prevailing at the end of the year (iii) Fixed Assets : Exchange rate prevailing at the end of the year (iv) Share Capital : At the original rate when the capital was infused The resultant exchange difference is accounted as Foreign Currency Translation Reserve untill the disposal of the net investment. Work-in-progress - Manufacturing Work-in-progress - Contracts Finished goods - Manufacturing Finished goods - Trading : : : : At cost, plus appropriate production overheads; At cost, till certain percentage of completion and thereafter at realisable value; At cost, plus appropriate production overheads, including excise duty paid / payable on such goods; and At cost, on weighted average basis. At the average exchange rate during the year 121 financials SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : A SIGNIFICANT ACCOUNTING POLICIES (Contd.) 9Revenue Recognition (a) Revenue from sale of products is recognised when all the significant risks and rewards of ownership of the products are passed on to the customers, which is generally on dispatch of goods and acceptance. Sales include excise duty and price variation and are recognised in terms of contracts with the customers. Sales exclude value added tax / sales tax, brokerage and commission. (b) Service income is recognised as per the terms of the contracts with the customers. Revenue from contracts is recognised based on percentage of completion method after providing for expected losses, if any. (c) Income from interest on deposits, loans and interest bearing securities is recognised on accrual basis. (d) Dividend income is accounted for when the right to receive income is established. 10Employee Benefits Employee benefits including contributions towards social security, retirement benefit schemes are accounted for based on the regulatory framework in the respective countries and employment rules/ contracts applicable to the specific companies. 11 Depreciation (a) Depreciation on the fixed assets is provided at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956, on written down value method except in the case of the Parent Company, where depreciation on buildings and plant and equipments is provided on straight line method. (b) Buildings constructed on leasehold land are depreciated at normal rate as prescribed in Schedule XIV to the Companies Act, 1956, where the lease period of land is beyond the life of the building. In other cases, amortised over the lease period. (c) In the case of revalued assets, the difference between the depreciation based on revaluation and the depreciation charged on historical cost is recouped out of revaluation reserve. (d) In case of impaired assets, the depreciation is charged on the adjusted cost computed after impairment. (e) In case of foreign subsidiaries, depreciation on fixed assets has been provided at the rates required / permissible by the GAAPs of the respective countries. However, the depreciation rates are higher than the rates specified in the Schedule XIV to the Companies Act, 1956. 12Research and Development (a) Revenue expenditure on research and development is charged under respective heads of account. (b) Capital expenditure on research and development is included as part of fixed assets and depreciated on the same basis as other fixed assets. 13 Borrowing Costs (a) Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of such asset till such time as the asset is ready for its intended use or sale. (b) All other borrowing costs are recognised as expense in the period in which they are incurred. 14Leases (a) Assets acquired under leases where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Such assets are capitalised at the inception of the lease at the lower of the fair value and the present value of minimum lease payments and liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period. (b) Assets acquired on leases where a significant portion of the risks and rewards of ownership are retained by lessor are classified as operating leases. Lease rentals are charged to the profit and loss account on accrual basis. 15Taxes on Income (a) Tax on income for the current period is determined on the basis of estimated taxable income and tax credits computed in accordance with the provisions of relevant tax laws and based on the expected outcome of assessments / appeals. (b) Deferred tax reflects the tax effects of timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws that have been enacted or substantively enacted as on the balance sheet date. (c) Deferred tax assets are recognised and carried forward only to the extent that there is reasonable certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. (d) The break-up of the major components of the deferred tax assets and liabilities as at balance sheet date has been arrived at after setting off deferred tax assets and liabilities where the respective companies have a legally enforceable right to set-off assets against liabilities and where such assets and liabilities relate to taxes on income levied by the same governing taxation laws. 122 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : A SIGNIFICANT ACCOUNTING POLICIES (Contd.) 16 Fringe Benefit Tax Fringe Benefit Tax (FBT) on all applicable expenses, as specified in the Chapter XII-H of the Income Tax Act, 1961, is recognised in the profit and loss account when the underlying expenses are incurred. 17Provisions, Contingent liabilities and Contingent assets (a) Provisions are recognised for liabilities that can be measured only by using a substantial degree of estimation, if (i) the Company has a present obligation as a result of a past event; (ii) a probable outflow of resources is expected to settle the obligation; and (iii) the amount of the obligation can be reliably estimated. (b) Reimbursements by another party, expected in respect of expenditure required to settle a provision, is recognised when it is virtually certain that reimbursement will be received if, obligation is settled. (c) Contingent liability is disclosed in the case of : (i) a present obligation arising from past events, when it is not probable that an outflow of resources; (ii) a present obligation when no reliable estimate is possible; (iii) a possible obligation arising from past events, unless the probability of outflow of resources is remote. (d) Contingent assets are neither recognised nor disclosed. (e) Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date. 123 financials SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (a) In terms of Accounting Standard (AS) 21 Consolidated Financial Statements and Accounting Standard (AS) 23 Accounting for Investments in Associates in Consolidated Financial Statements, the consolidated financial statements present the consolidated accounts of Crompton Greaves Limited (the Parent Company) with its subsidiaries and associates as under: 1 Sr. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Country of Proportion of ownership interest incorporation either directly or through subsidiary As at As at 31-03-2009 31-03-2008 Subsidiaries CG Capital & Investments Limited CG Energy Management Limited CG PPI Adhesive Products Limited Malanpur Captive Power Limited CG International BV Pauwels International NV Pauwels Trafo Belgium NV Pauwels Trafo Gent NV Pauwels Trafo Ireland Limited Pauwels France SA Pauwels Transformer Inc Pauwels Americas Inc Pauwels Canada Inc Pauwels Trafo Service NV PT Pauwels Trafo Asia CG Hungary Kft Ganz Transelektro Villamossagi Zrt Transverticum Kft. (under liquidation) Microsol Holdings Limited Microsol Limited Microsol (UK) Limited Viserge Limited Microsol Inc Tricon Controls Limited (liquidated on 20th January, 2009) Societe Nouvelle de Maintenance de Transformateurs (Sonomatra) (Acquired on 2nd June, 2008) M.S.E. Power Systems, Inc M.S.E. West LLC [Acquired the MSE Group (Sr. No. 26 and 27) on 12th September, 2008 ] Crompton Greaves Germany GmbH (Acquired on 13th October, 2008) Associates Brook Crompton Greaves Limited CG Actaris Electricity Management Private Limited CG Lucy Switchgears Limited International Components India Limited Pauwels Middle East Trading & Contracting Private Limited 1 2 3 4 5 India India India India The Netherlands Belgium Belgium Belgium Ireland France USA USA Canada Netherlands Antilles Indonesia Hungary Hungary Hungary Ireland Ireland United Kingdom Ireland USA United Kingdom France 100.00 100.00 81.42 59.00 100.00 100.00 100.00 100.00 100.00 99.80 100.00 100.00 100.00 100.00 95.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 81.42 58.14 100.00 100.00 100.00 100.00 100.00 99.80 100.00 100.00 100.00 100.00 95.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - USA USA 100.00 100.00 - Germany 100.00 - India India India India Sharjah 49.00 49.00 50.00 50.00 49.00 49.00 49.00 50.00 50.00 49.00 (b) For the purposes of consolidation, the financial statements of CG International BV, which includes the accounts of the foreign subsidiaries and associates (Pauwels, Ganz, Microsol, Sonomatra and MSE Group) as at 31st March, 2009, have been restated to comply with the Generally Accepted Accounting Principles in India. (c) In case of CG Actaris Electricity Management Private Limited, the financial statements as at 31st December, 2008 have been considered. There were no material adjustments required for any significant events or transactions for three months upto 31st March, 2009 (d) For the purposes of consolidation in accordance with Accounting Standard (AS) 23 Accounting for Investments in Associates in Consolidated Financial Statements, other defunct associate companies which do not fulfill the criterion specified in the said standard have been excluded. Investments in such associates have been accounted for in accordance with Accounting Standard (AS) 13 Accounting for Investments. The list of associates not included in the consolidated financial statements are as under: (i) Power Equipment Limited (ii) Radiant Electronics Limited 124 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 2 The effect of acquisitions of subsidiaries during the year: Societe Nouvelle de Maintenance de Transformateurs (Sonomatra) M.S.E. Power Systems, Inc. and its group companies Crompton Greaves Germany GmbH 3 4 5 6 Goodwill on consolidation : Opening Balance Goodwill on acquisition of subsidiaries during the year Less : Goodwill charged to profit and loss account during the year Add : Translation adjustment Closing balance Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Advances recoverable in cash or in kind or for value to be received include: Rent deposit with director Sales include (a) Increase / (Decrease) in work-in-progress - contracts, at realisable value: (i) Closing work-in-progress (ii) Less: Opening work-in-progress and are net of: (b) Brokerage and commission (c) Cash discount 7 Disclosure under Accounting Standard (AS) 7 Construction Contracts (a) Contract revenue recognised during the year (b) Aggregate amount of contract cost incurred and recognised profits (less recognised losses) for all contracts in progress up to the reporting date. (c) Amount of customer advances outstanding for contracts in progress up to the reporting date (d) Retention amount due from customer for contract in progress up to reporting date Effect on group profit after minority interest Increase / (Decrease) Rs. crore 0.45 0.42 (0.01) 0.86 Net assets as at 31-03-2009 As at 31-03-2009 Rs. crore As at 31-03-2008 Rs. crore 275.48 72.69 32.84 15.82 331.15 229.81 51.17 28.04 22.54 275.48 51.71 30.28 0.02 0.01 2008-09 Rs. crore 2007-08 Rs. crore 443.43 222.47 220.96 222.47 173.39 49.08 70.93 11.03 57.80 7.42 316.75 191.41 429.02 18.87 4.88 159.16 128.56 5.59 Increase / (Decrease) Rs. crore 2.93 (7.94) 0.16 (4.85) 125 financials SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 8 I Disclosures as required by Accounting Standard (AS) 17 Segment Reporting Primary Segment (Business Segment) Particulars Power Systems Consumer Products Industrial Systems Others Segment revenue (net of excise duty) Add: Inter segment revenue Total Segment results Less: Interest (net) Less: Other unallocable expenditure Net of unallocable income Profit before taxes Capital Employed: Segment assets Segment liabilities Net Assets Capital expenditure Depreciation / Amortisation 6174.38 0.10 6174.48 624.97 1321.82 0.04 1321.86 146.28 1118.77 31.00 1149.77 213.27 122.29 0.05 122.34 19.43 Eliminations/ Unallocable Expenditure / Assets* (31.19) (31.19) - Rs. crore Total 2008-09 8737.26 8737.26 1003.95 65.51 71.27 867.17 3853.75 2320.39 1533.36 168.21 87.77 305.88 250.00 55.88 8.65 6.77 433.82 193.91 239.91 20.08 16.66 185.23 28.49 156.74 0.52 5.70 936.97 407.97 529.00 6.74 4.70 5715.65 3200.76 2514.89 204.20 121.60 * Unallocable assets comprise assets and liabilities which cannot be allocated to the segments. Tax credit assets / liabilities are not considered in capital employed above. Rs. crore Particulars Power Consumer Industrial Others Eliminations/ Total Systems Products Systems Unallocable 2007-08 Expenditure / Assets* Segment revenue (net of excise duty) 4666.12 1117.74 939.80 108.68 6832.34 0.64 0.09 25.14 0.17 (26.04) Add: Inter segment revenue 4666.76 1117.83 964.94 108.85 (26.04) 6832.34 Total (0.32) 753.31 437.19 120.81 195.63 Segment results 69.96 Less: Interest (net) Less: Other unallocable expenditure Net of unallocable income 68.11 Profit before taxes 615.24 Capital Employed: Segment assets 3036.46 309.64 422.90 190.13 780.35 4739.48 1640.59 221.97 261.11 28.14 490.49 2642.30 Segment liabilities 1395.87 87.67 161.79 161.99 289.86 2097.18 Net Assets 153.44 7.97 10.56 86.61 1.66 260.24 Capital Expenditure 69.50 6.71 17.05 4.10 28.90 126.26 Depreciation / Amortisation * Unallocable assets comprise assets and liabilities which cannot be allocated to the segments. Tax credit assets / liabilities are not considered in capital employed above. 126 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) II Secondary Segment (Geographical Segment) (a) The distribution of sales : Sales and Service Revenue: Domestic Overseas Total 2008-09 3602.60 5134.66 8737.26 Rs. crore 2007-08 3160.47 3671.87 6832.34 As at 31-03-2009 610.70 767.83 1378.53 Rs. crore As at 31-03-2008 606.95 637.46 1244.41 2008-09 4782.61 593.16 1044.86 235.61 1950.28 130.74 8737.26 Rs. crore 2007-08 3688.31 505.98 809.90 115.48 1570.87 141.80 6832.34 (b) The location of tangible / intangible fixed assets : Particulars Domestic Overseas Total III Continent wise sales Continents Asia Africa North America South America Europe Australia Total IV Segment Identification, Reportable Segment and definition of each Reportable Segment: (a) Primary segment In the opinion of the management, the business segment comprises the following : : Transformer, Switchgear, Turnkey Projects (i) Power Systems (ii) Consumer Products : Fans, Luminaires, Light Sources and Pumps : Electric Motors and Alternators, Drives (iii) Industrial Systems : Telecommunication, Investment Activity, Generation and Distribution of electricity etc. (iv) Others (b) Primary / Secondary segment reporting format: (i) The risk-return profile of the Group’s business is determined predominantly by the nature of its products and services. Accordingly, the business segment constitutes the primary segment for disclosure of segment information. (ii) In respect of secondary segment information, the Group has identified its geographical segments as (a) Domestic and (b) Overseas. The secondary segment information has been disclosed accordingly. (c) Segment identification: Business segments have been identified on the basis of the nature of products / services, the risk-return profile of individual business, the organisational structure and the internal reporting system. (d) Reportable segments: Reportable segments have been identified as per the quantitative criteria specified in the Accounting Standard. (e) Segment revenue and results: The expenses and incomes which are not directly attributable to any business segment are shown as unallocable expenditure. (Net of unallocated income) (f ) Segment assets and liabilities: Segment assets include all operating assets used by the business segment and mainly consist of fixed assets, debtors and inventories. Segment liabilities primarily include creditors and other liabilities. Common Assets and Liabilities which cannot be allocated to any of the segments are shown as a part of unallocable assets / liabilities. 127 financials SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 9 Disclosures as required by Accounting Standard (AS) 18 Related Party Disclosures (a) Relationships: List of related parties with whom transactions were carried out during the year: (i) Associates : 1 Brook Crompton Greaves Limited 2 CG Lucy Switchgear Limited 3 International Components India Limited (ii) Key Management Personnel : - Chairman and Promoter Director 1 G.Thapar 2 S.M. Trehan - Managing Director (iii) Other Related Parties in which a director is interested: 1 Ballarpur Industries Limited 2 Solaris Chemtech Limited 3 BILT Graphic Paper Products Limited 4 Avantha Power & Infrastructure Limited 5 Asia Aviation Limited 6 Sabah Forest Industries Sdn. Bhd. 7 NewQuest Corporation Limited 8 Salient Business Solutions Limited 9 Solaris Holdings Limited 10 Janpath Investments & Holdings Limited 11 KCT Chemicals & Electricals Limited (b) The following transactions were carried out with the related parties in the ordinary course of business: Sr. Nature of transaction / relationship No. 1 Purchases of goods and services Associates Brooks Crompton Greaves Limited CG Lucy Switchgear Limited International Components India Limited Other Related Party BILT Graphic Paper Products Limited Total 2 Sales of goods and services Associates Brooks Crompton Greaves Limited CG Lucy Switchgear Limited Other Related Parties Ballarpur Industries Limited Solaris Chemtech Limited BILT Graphic Paper Products Limited Avantha Power & Infrastructure Limited Sabah Forest Industries Sdn. Bhd. NewQuest Corporation Limited Total 2008-09 Rs. crore 2007-08 6.28 50.95 4.27 28.47 40.47 3.21 0.29 61.79 72.15 6.28 3.57 4.73 0.33 2.00 0.28 19.27 6.76 0.50 0.00 38.66 0.59 1.21 0.29 1.13 8.28 128 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) (b) The transactions carried out with the related parties in the ordinary course of business (Contd.) Sr. Nature of transaction / relationship No. 3 Purchase of fixed assets Other Related Party Asia Aviation Limited Total 4 Interest expenses Associate CG Lucy Switchgear Limited Total 5 Dividend received Associate CG Lucy Switchgear Limited Total 6 Commission received Associate Brooks Crompton Greaves Limited Total 7 Rental income Other Related Party Ballarpur Industries Limited Total 8 Payment of Salaries, commission and perquisites Key Management Personnel G.Thapar S.M. Trehan Total 9 Dividend paid Key Management Personnel G.Thapar S.M. Trehan Other Related Parties Solaris Holdings Limited Janpath Investments & Holdings Limited KCT Chemicals & Electricals Limited Total 10 Rent paid Other Related Parties Ballarpur Industries Limited Asia Aviation Limited Total 11 Other Expenses Other Related Parties Asia Aviation Limited NewQuest Corporation Limited Salient Business Solutions Limited Total 12 Other Income Other Related Party Ballarpur Industries Limited Total 2008-09 Rs. crore 2007-08 - 56.25 56.25 0.13 0.13 - 1.20 1.20 - 1.07 1.07 0.80 0.80 4.44 4.44 2.84 2.84 3.18 3.12 6.30 2.54 2.37 4.91 0.04 0.02 0.04 0.02 28.69 0.00 0.13 28.88 22.95 0.00 23.01 4.11 4.11 0.01 0.77 0.78 0.70 1.72 0.09 2.51 - 0.38 0.38 129 financials SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) (c) Amount due to / from related parties Sr. Nature of transaction / relationship No. 1 2 3 4 5 Account payable Associates Brooks Crompton Greaves Limited CG Lucy Switchgear Limited International Components India Limited Other Related Party Salient Business Solutions Limited Total Account receivable Associates Brooks Crompton Greaves Limited CG Lucy Switchgear Limited International Components India Limited Other Related Parties BILT Graphic Paper Products Limited Avantha Power & Infrastructure Limited NewQuest Corporation Limited Total Loans and advances receivable Associates CG Lucy Switchgear Limited Brooks Crompton Greaves Limited Other Related Parties Ballarpur Industries Limited Avantha Power & Infrastructure Limited Total Dividend payable Key Management Personnel G.Thapar S.M. Trehan Other Related Parties Solaris Holdings Limited Janpath Investments & Holdings Limited KCT Chemicals & Electricals Limited Total Due to Key Management Personnel G.Thapar S.M. Trehan Total As at 31-03-2009 Rs. crore As at 31-03-2008 10.71 19.13 0.23 7.66 8.71 0.29 0.03 30.10 16.66 0.73 1.62 - 2.07 0.18 6.58 0.99 0.01 9.93 2.25 0.01 4.00 0.01 1.96 0.33 0.17 4.51 1.97 0.01 0.01 0.01 0.00 7.17 0.00 0.03 7.22 5.74 5.75 3.18 1.04 4.22 2.54 0.61 3.15 Note: No amounts have been written off or written back during the year. 130 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 10 (a) Finance Lease: Assets acquired on finance lease mainly comprise cars and equipments. The lease have primary period, which is fixed and non-cancellable. The Group has an option to renew the lease for a secondary period. The minimum lease rentals as at 31st March, 2009 and the present value as at 31st March, 2009 of minimum payments in respect of assets acquired under finance leases are as follows: Particulars Amount due within one year Amount due one to five years Total Minimum Lease Payments 2008-09 2.27 2.64 4.91 2007-08 1.08 1.97 3.05 Rs. crore Present Value of Minimum Lease Payments 2008-09 2007-08 1.83 0.95 2.24 1.76 4.07 2.71 (b) The Group has not entered into any operating lease as specified in Accounting Standard (AS) 19 Leases. The Group has, however taken various residential / commercial premises and plant and equipments under cancellable operating lease. These lease agreements are normally renewed on expiry, wherever required. (c) There are no exceptional / restrictive covenants in the lease agreements. 11 Disclosures as required by Accounting Standard (AS) 20 Earnings Per Share Particulars Profit after tax, minority interest and share of profit / (loss) of associate companies Number of equity shares outstanding Face value of equity share Earnings per share (basic and diluted) Rs. crore Nos. Rs. / Share Rs. 2008-09 2007-08 559.90 366566592 2.00 15.27 406.72 366566592 2.00 11.10 131 financials SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 12 Deferred Tax The major components of deferred tax assets and deferred tax liabilities are as under: Particulars As at 31-03-2009 Deferred Deferred Tax Tax Assets Liabilities Rs. crore As at 31-03-2008 Deferred Deferred Tax Tax Assets Liabilities - 84.77 - 71.87 Expenses allowable for tax purposes when paid / on payment of TDS 16.94 - 17.63 - Unabsorbed carried forward tax losses / depreciation 80.17 - 101.00 - Other items giving rise to timing differences 35.87 - 12.05 - 132.98 84.77 130.68 71.87 Difference between book and tax depreciation Net deferred tax asset 48.21 Deferred tax assets on acquisition of subsidiaries 19.29 - - - 8.15 - 7.67 - Accounting Standard (AS) 15 Employee Benefits - - 12.67 - Net liability charged to the profit and loss account - 38.04 - 3.35 38.04 20.34 3.35 (10.60) 16.99 Effect of translation gain 58.81 Deferred tax liabilities charged to retained earnings on adoption of 27.44 Net incremental (liability)/ asset 13 As per the Accounting Standard (AS) 28 Impairment of Assets, the Company has reviewed potential generation of economic benefits from fixed assets. Accordingly, impairment loss amounting to Rs.5.36 crore (Previous year Rs.5.44 crore) provided in prior years has been reversed during the year. 132 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 14 Disclosures as required by Accounting Standard (AS) 29 Provisions, Contingent Liabilities and Contingent Assets (a) Movement in provisions: Nature of Provision Carrying amount at the beginning of the year Additional provision made during the year Amounts used during the year Unused amounts reversed during the year Translation adjustment Carrying amount at the end of the year Nature of Provision Carrying amount at the beginning of the year Additional provision made during the year Amounts used during the year Unused amounts reversed during the year Translation adjustment Carrying amount at the end of the year Warranties 2008-09 2007-08 40.68 83.08 54.15 41.83 6.82 18.25 7.66 12.16 2.73 6.52 83.08 101.02 Sales Tax / VAT 2008-09 2007-08 18.14 7.00 0.71 11.14 18.85 18.14 Rs. crore Excise Duty 2008-09 2007-08 1.82 0.43 2.97 1.39 4.79 1.82 Liquidated Damages 2008-09 2007-08 43.72 59.78 16.06 14.27 18.26 0.03 59.78 55.82 Other Litigation Claims 2008-09 2007-08 1.98 1.98 - Environmental Obligation 2008-09 2007-08 23.80 19.37 2.63 1.23 0.17 1.62 1.97 24.19 23.80 Nature of Provision Carrying amount at the beginning of the year Additional provision made during the year Amounts used during the year Unused amounts reversed during the year Translation adjustment Carrying amount at the end of the year Total 2008-09 186.62 61.76 18.25 31.65 8.17 206.65 2007-08 111.20 85.37 6.82 7.83 4.70 186.62 (b) Nature of Provisions: (i) Product Warranties: The Company gives warranties on certain products and services in the nature of repairs / replacement, which fail to perform satisfactorily during the warranty period. Provision made represents the amount of the expected cost of meeting such obligation on account of rectification / replacement. The timing of outflows is expected to be within a period of two years. (ii) Provision for sales tax represents sales tax liability on account of non-collection of declaration forms and other legal matters which are in appeal under the Act / Rules. (iii) Provision for excise duty represents the differential duty liability that is expected to materialise in respect of matters in appeal. (iv) Provision for liquidated damages has been made on contracts for which delivery dates are exceeded and computed in reasonable and prudent manner. (v) Provision for litigation related obligations represents liabilities that are expected to materialise in respect of matters in appeal. (vi) Provision for environmental obligations represents liabilities towards the costs expected to be incurred to treat contaminated soil / effluents at its manufacturing locations, wherever required by local law. (c) Disclosure in respect of contingent libilities: Refer Schedule 20. 133 financials SCHEDULES F o r m i n g P a r t o f T H E C o n s o l i d a t e d B a l a n c e S h e e t a n d P r o f i t a n d L o ss Acc o u n t SCHEDULE : B NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (Contd.) 15 Foreign currency transactions, Forward contracts and Derivatives: Pursuant to the announcement of the Institute of Chartered Accountants of India dated 29th March, 2008 on Accounting of Derivatives, the Group has adopted, during the year under review, the principles of hedge accounting as per the Accounting Standard (AS) 30 Financial Instruments: Recognition and Measurement, in respect of those derivative transactions which are not covered by the existing Accounting Standard (AS) 11. This treatment has resulted in a net profit of Rs.10.26 crore (Previous year- Rs. nil) arising out of fair valuation of hedge of outstanding derivative contracts which has been recognised in the profit and loss account. 16 The Group has availed the loan facility secured by the equitable mortgage of fixed assets and hypothecation of inventories and receivables both present and future. 17 Amount shown as 0.00 represents amount below Rs. 50,000 (Rupees Fifty Thousands). 18 Current year figures include the results of the subsidiaries acquired during the year. Consequently, the figures for the current year are not comparable with the figures of the previous year and figures for the previous year have been regrouped and reclassified, wherever necessary. Signature to Schedule 1 to 20, A and B As per our report attached For SHARP & TANNAN CHARTERED ACCOUNTANTS L. Vaidyanathan PARTNER Membership No. 16368 Mumbai, 20th May, 2009 B. R. Jaju CHIEF FINANCIAL OFFICER S. M. Trehan MANAGING DIRECTOR W. Henriques COMPANY SECRETARY G. Thapar CHAIRMAN Mumbai, 20th May, 2009 134 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 ACCOUNTS IN FOREIGN CURRENCY Only for convenience of Shareholders financials STANDALONE BALANCE SHEET A S AT 3 1 S T M AR C H , 2 0 0 9 As at 31-03-2009 USD million USD million SOURCES OF FUNDS SHAREHOLDERS’ FUNDS: Share capital Reserves and surplus As at 31-03-2008 USD million USD million 14.46 230.44 18.27 213.72 244.90 LOAN FUNDS: Secured loans Unsecured loans 6.81 3.78 231.99 15.55 6.28 10.59 DEFERRED TAX: Deferred tax liabilities Less: Deferred tax assets 15.42 2.82 21.83 16.70 3.68 12.60 268.09 APPLICATION OF FUNDS FIXED ASSETS: Gross block Less: Depreciation, obsolescence, amortisation and impairment Net block Capital work-in-progress INVESTMENTS CURRENT ASSETS, LOANS AND ADVANCES: Inventories Sundry debtors Cash and bank balances Loans and advances Less: CURRENT LIABILITIES AND PROVISIONS: Current liabilities Provisions Net Current assets 219.19 118.48 100.71 2.56 13.02 266.84 263.09 140.28 122.81 5.63 103.27 52.36 128.44 48.44 55.48 199.62 93.18 63.08 411.36 65.54 238.34 39.29 69.64 412.81 234.21 64.69 298.90 259.52 63.33 322.85 112.46 268.09 89.96 266.84 Note: Closing exchange rate considered for 1 USD as on 31st March, 2009 is Rs. 50.71 and as on 31st March, 2008 is Rs. 40.12. 136 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 STANDALONE PROFIT AND LOSS ACCOUNT F OR T H E Y EAR EN D E D 3 1 S T M AR C H , 2 0 0 9 2008-09 USD million USD million INCOME: Sales and services Less: Excise duty Sales and services (net) Other income EXPENDITURE: Materials, manufacturing and operating expenses Staff expenses Selling and administration expenses Interest and commitment charges Depreciation, obsolescence, amortisation and impairment PROFIT BEFORE TAX Provision for : Current tax Deferred tax Fringe benefit tax 1053.74 62.97 2007-08 USD million USD million 1052.39 86.44 990.77 10.74 1001.51 686.87 48.83 117.96 6.13 9.72 965.95 17.93 983.88 697.49 50.09 97.28 7.85 10.13 869.51 132.00 43.02 2.51 1.14 PROFIT AFTER TAX Balance brought forward from previous year Transfer from doubtful debts reserve PROFIT AVAILABLE FOR APPROPRIATION General reserve PROFIT AVAILABLE FOR DISTRIBUTION 1st Interim dividend 2nd Interim dividend 3rd Interim dividend Corporate dividend tax BALANCE CARRIED TO BALANCE SHEET Earning per share (basic and diluted) (in USD) 862.84 121.04 37.90 3.66 1.24 46.67 85.33 134.55 219.88 8.53 211.35 5.51 6.30 3.94 2.68 192.92 0.23 42.80 78.24 77.20 4.02 159.46 7.82 151.64 3.65 7.31 3.65 2.48 134.55 0.21 Note: Average exchange rate considered for 1 USD in 2008-09 is Rs. 46.5363 and in 2007-08 is Rs. 40.1238. 137 financials STANDALONE BALANCE SHEET A S AT 3 1 S T M AR C H , 2 0 0 9 As at 31-03-2009 Euro million Euro million SOURCES OF FUNDS SHAREHOLDERS’ FUNDS: Share capital Reserves and surplus As at 31-03-2008 Euro million Euro million 10.87 173.28 11.56 135.16 184.15 LOAN FUNDS: Secured loans Unsecured loans 5.12 2.84 146.72 9.83 3.97 7.96 DEFERRED TAX: Deferred tax liabilities Less: Deferred tax assets 11.59 2.12 13.80 10.56 2.32 9.47 201.58 APPLICATION OF FUNDS FIXED ASSETS: Gross block Less : Depreciation, obsolescence, amortisation and impairment Net block Capital work-in-progress INVESTMENTS CURRENT ASSETS, LOANS AND ADVANCES: Inventories Sundry debtors Cash and bank balances Loans and advances Less: CURRENT LIABILITIES AND PROVISIONS: Current liabilities Provisions Net current assets 164.82 89.09 75.73 1.92 8.24 168.76 166.39 88.72 77.67 3.56 77.65 39.37 81.23 30.63 41.71 150.10 70.07 47.43 309.31 41.45 150.74 24.85 44.04 261.08 176.11 48.64 224.75 164.13 40.05 204.18 84.56 201.58 56.90 168.76 Note: Closing exchange rate considered for 1 Euro as on 31st March, 2009 is Rs. 67.44 and as on 31st March, 2008 is Rs. 63.4375. 138 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 STANDALONE PROFIT AND LOSS ACCOUNT F OR T H E Y EAR EN D E D 3 1 S T M AR C H , 2 0 0 9 2008-09 Euro million Euro million INCOME: Sales and services Less: Excise duty Sales and services (net) Other income EXPENDITURE: Materials, manufacturing and operating expenses Staff expenses Selling and administration expenses Interest and commitment charges Depreciation, obsolescence, amortisation and impairment PROFIT BEFORE TAX Provision for : Current tax Deferred tax Fringe benefit tax 748.22 44.72 2007-08 Euro million Euro million 734.93 60.36 703.50 7.63 711.13 487.72 34.67 83.76 4.35 6.90 674.57 12.52 687.09 487.09 34.98 67.93 5.48 7.08 617.40 93.73 30.55 1.78 0.81 PROFIT AFTER TAX Balance brought forward from previous year Transfer from doubtful debts reserve PROFIT AVAILABLE FOR APPROPRIATION General reserve PROFIT AVAILABLE FOR DISTRIBUTION 1st Interim dividend 2nd Interim dividend 3rd Interim dividend Corporate dividend tax BALANCE CARRIED TO BALANCE SHEET Earning per share (basic and diluted) (in Euro) 602.56 84.53 26.47 2.55 0.87 33.14 60.59 93.95 154.54 6.06 148.48 3.92 4.47 2.80 1.90 135.39 0.17 29.89 54.64 53.91 2.81 111.36 5.46 105.90 2.55 5.11 2.55 1.74 93.95 0.15 Note: Average exchange rate considered for 1 Euro in 2008-09 is Rs. 65.5385 and in 2007-08 is Rs. 57.4556. 139 financials CONSOLIDATED BALANCE SHEET A S AT 3 1 S T M AR C H , 2 0 0 9 As at 31-03-2009 USD million USD million SOURCES OF FUNDS SHAREHOLDERS’ FUNDS: Share capital Reserve and surplus MINORITY INTEREST LOAN FUNDS: Secured loans Unsecured loans 14.46 346.62 As at 31-03-2008 USD million USD million 18.27 306.20 361.08 2.73 136.51 5.12 324.47 3.05 202.39 7.47 141.63 505.44 APPLICATION OF FUNDS FIXED ASSETS: Gross block Less: Depreciation, obsolescence, amortisation and impairment Net block Capital work-in-progress INVESTMENTS DEFERRED TAX: Deferred tax assets Less: Deferred tax liabilities 597.29 336.03 261.26 10.59 209.86 537.38 669.34 371.03 298.31 11.86 271.85 32.97 26.22 16.72 310.17 23.28 32.57 17.91 9.50 CURRENT ASSETS, LOANS AND ADVANCES: Inventories Sundry debtors Cash and bank balances Loans and advances Less: CURRENT LIABILITIES AND PROVISIONS: Current liabilities Provisions 14.66 215.92 405.38 111.54 89.47 822.31 265.79 428.82 60.94 92.32 847.87 513.14 118.05 631.19 523.37 135.23 658.60 191.12 505.44 Net Current Assets 189.27 537.38 Note: Closing exchange rate considered for 1 USD in 2008-09 is Rs. 50.71 and for 2007-08 is Rs. 40.12 140 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 CONSOLIDATED PROFIT AND LOSS ACCOUNT F OR T H E Y EAR EN D E D 3 1 S T M AR C H , 2 0 0 9 2008-09 USD million USD million INCOME: Sales and services Less: Excise duty Sales and services (net) Other income EXPENDITURE: Materials, manufacturing and operating expenses Staff expenses Selling and administration expenses Interest and commitment charges Depreciation, obsolescence, amortisation and impairment PROFIT BEFORE TAX Provision for : Current tax Deferred tax Fringe benefit tax 1940.65 63.14 2007-08 USD million USD million 1789.81 86.99 1877.51 15.90 1893.41 1223.51 228.36 211.71 17.36 26.13 1702.82 18.36 1721.18 1137.64 198.59 180.68 19.47 31.47 1707.07 186.34 56.15 8.17 1.15 PROFIT AFTER TAX Less: Minority interest in income PROFIT AFTER TAXES AND MINORITY INTEREST Share of profit / (loss) of Associate Companies AMOUNT AVAILABLE FOR APPROPRATION Transfer from doubtful debts reserve AMOUNT AVAILABLE FOR DISTRIBUTION 1st Interim dividend 2nd Interim dividend 3rd Interim dividend Corporate dividend tax BALANCE CARRIED TO BALANCE SHEET Earnings per share (basic and diluted) (in USD) 1567.85 153.33 49.11 0.83 1.25 65.47 120.87 (0.37) 120.50 (0.19) 120.31 120.31 5.51 6.30 3.94 2.70 101.86 0.33 51.19 102.14 (1.20) 100.94 0.43 101.37 4.02 105.39 3.65 7.31 3.65 2.48 88.30 0.28 Note: Average exchange rate considered for 1USD in 2008-09 is Rs. 46.5363 and for 2007-08 is Rs. 40.1238 141 financials CONSOLIDATED BALANCE SHEET A S AT 3 1 S T M AR C H , 2 0 0 9 As at 31-03-2009 Euro million Euro million SOURCES OF FUNDS SHAREHOLDERS’ FUNDS: Share capital Reserve and surplus MINORITY INTEREST LOAN FUNDS: Secured loans Unsecured loans 10.87 260.64 As at 31-03-2008 Euro million Euro million 11.56 193.65 271.51 2.05 102.65 3.85 205.21 1.93 128.00 4.72 106.50 380.06 APPLICATION OF FUNDS FIXED ASSETS: Gross block Less: Depreciation, obsolescence, amortisation and impairment Net block Capital work-in-progress INVESTMENTS DEFERRED TAX: Deferred tax assets Less: Deferred tax liabilities 449.12 252.67 196.45 7.96 132.72 339.86 423.32 234.66 188.66 7.50 204.41 24.79 19.72 12.57 196.16 14.73 20.60 11.33 7.15 CURRENT ASSETS, LOANS AND ADVANCES Inventories Sundry debtors Cash and bank balances Loans and advances Less: CURRENT LIABILITIES AND PROVISIONS Current liabilities Provisions 9.27 162.36 304.81 83.87 67.28 618.32 168.10 271.20 38.54 58.38 536.22 385.85 88.76 474.61 331.00 85.52 416.52 143.71 380.06 Net Current Assets 119.70 339.86 Note: Closing Exchange rate considered for 1 Euro in 2008-09 is Rs. 67.44 and for 2007-08 is Rs. 63.4375 142 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 CONSOLIDATED PROFIT AND LOSS ACCOUNT F OR T H E Y EAR EN D E D 3 1 S T M AR C H , 2 0 0 9 2008-09 Euro million Euro million INCOME: Sales and services Less: Excise duty Sales and services (net) Other income EXPENDITURE: Materials, manufacturing and operating expenses Staff expenses Selling and administration expenses Interest and commitment charges Depreciation, obsolescence, amortisation and impairment PROFIT BEFORE TAX Provision for : Current tax Deferred tax Fringe benefit tax 1377.98 44.83 2007-08 Euro million Euro million 1249.90 60.75 1333.15 11.29 1344.44 868.77 162.15 150.33 12.33 18.55 1189.15 12.82 1201.97 794.46 138.68 126.17 13.60 21.98 1212.13 132.31 39.87 5.80 0.81 PROFIT AFTER TAX Less: Minority interest in income PROFIT AFTER TAXES AND MINORITY INTEREST Share of profit / (loss) of Associate Companies AMOUNT AVAILABLE FOR APPROPRATION Transfer from doubtful debts reserve AMOUNT AVAILABLE FOR DISTRIBUTION 1 st Interim dividend 2 nd Interim dividend 3 rd Interim dividend Proposed dividend - final Corporate dividend tax BALANCE CARRIED TO BALANCE SHEET Earnings per share (basic and diluted) (in Euro) 1094.89 107.08 34.29 0.58 0.88 46.48 85.83 (0.26) 85.57 (0.14) 85.43 85.43 3.92 4.47 2.80 1.92 72.32 0.23 35.75 71.33 (0.84) 70.49 0.30 70.79 2.81 73.60 2.55 5.10 2.55 1.73 61.67 0.19 Note: Average Exchange rate considered for 1 Euro in 2008-09 is Rs. 65.5385 and for 2007-08 is Rs. 57.4556 143 financials PRODUCTS & SERVICES c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 Products and Services Power Systems Transformers: CG n Phase Shifting Transformers n Traction Transformers n Mobile Transformers n Power Transformers (up to 765kV) n HVDC Converter Transformers n Distribution Transformers n Special Purpose Transformers n Energy Efficient Transformers n Compact Substations n Dry Type Transformers (Cast Resin & VPI) n Reactors n Locomotive Transformers n Traction Transformers Service Division EMEA n Furnace Transformers Pauwels Trafo Service n Rectifier Transformers Ganz Services n Series and Shunt Reactors SO.NO.MA.TRA. Switchgear: CG n Site Services n Maintenance n OIP - Instrument Transformers upto 550 kV n Repair n Capacitive Voltage Transformer – 1200 kV n Refurbishment n OIP - Condenser Bushings upto 420 kV ( IEC ) and upto 138 kV (ANSI ) n All types and makes of Transformers and OLTC’s n GIS and AIS n Condition Based Monitoring & Life Time Extension Programs n Substation Operation n Customer Training n Coupling/Grading Capacitors upto 420 kV n Vacuum Circuit Breakers upto 36 kV n Gas Circuit Breakers upto 420 kV n Lightning Arresters upto 390 kV n Disconnectors upto 420 kV n Vacuum Interrupters upto 52 kV, 44 kA n MV & LV Vacuum Contactors upto 12 kV and 630A n Unitised Substation n SF6 Insulated Vacuum Ring Main Units. n Oil Ring Main Units. n Power Quality Solutions – Reactive power compensators, harmonic filters, current limiting and damping reactors, transient suppressors. n Dry type outdoor Instrument Transformers upto 36 kV. CG Power System Service n Site Services n Repair & Refurbishment n Condition Monitoring and Diagnostics of Power Apparatus. Pauwels Contracting Systems Engineering Turnkey Projects: n Rural Electrification projects n Industrial HV & MV Installations n Mobile Capacitor Banks n Mobile HV Circuit Breakers n Mobile MV Switchgear n Transmission Line Projects Ganz Transelektro Electric Co. Ltd. n High Voltage Power Transformers upto 750 kV, Special Transformers & Reactors, Loco Transformers. n Gas Insulated Switchgear (GIS) upto 300 kV n Turnkey Sub-stations upto 400 kV Transformers: Pauwels Automation Products – Microsol n Power Transformers n Distribution Transformers n Substation Control and Automation Systems n Cast Resin Dry Type Transformers n Distribution Automation Systems n SLIM Transformers n Substation gateways 145 financials n Remote Telemetry Units LT Motors n MV Switchgear Actuator Mechanisms n AC Motors Fr. 63 to 400 (0.18 kW – 450 kW) n Data concentrators n Squirrel cage & slipring Motors suitable for Safe Area & Hazardous Area n Protocol converters n DC Motors Fr. 100 to 280 (2.2 kW – 450 kW) n IED integration units n Alternators Fr. 112 to 355 (5 kVA – 625 kVA) n Turnkey Automation Systems n Slipring Alternators from 5KVA to 82.5 KVA n AC Drives 0.25 kW – 400kW MSE Power Systems Inc Services Engineering and EPC Projects for Transmission & Distribution Systems (5 – 500 kV) n Substations n Flexible AC Transmission Systems (FACTS) n Harmonic Filters n Substation Automation n Protective Relay Systems n SCADA Systems n Aerial Lines n Underground Lines n Renewable Energy Systems (Wind, Solar, Hydro, Geothermal) Engineering Projects HT Motors: GAN Z n HT Slip Ring Motors upto 10 MW n HT Squirrel Cage Motors upto 12 MW FHP Motors n B48 Frame- 30 Watts - 187 Watts - 2 /4 /6 Pole Motors n M50 Frame- 187 Watts - 1100 Watts - 2/4 Pole Motors n 100S Frame- 1500 Watts - 2200 Watts - 2/4 Pole Motors n 80 -100 -112-132 CI Frame- 550 Watts - 3700 Watts - 4 Pole Motors n Flame Proof Motors (FP50)- 370 Watts - 750 Watts - 4 Pole Motors Rail Transportation / Traction n A.C & D.C Traction motors n Traction Alternators n Electrical Traction Controls for Diesel Electric Tower Car and Multiple Units n Systems Engineering n Projects on turnkey basis from concept to commissioning: n Electrical Control panel for Diesel Electric Locomotives n Power Generation, Transmission & Distribution - 400 Volts to 400 kV n Brushless DC Carriage fans & motors n Industrial Electrification for Process Industries, Power, Cement, Paper, Metallurgy, Steel, Petrochemicals, etc. Railway Signalling Products n Signalling Relays Control and Automation Projects for Substations n Point Machines Industrial Systems n Data Logger HT Motors Battery Powered Vehicle n HT & LT Induction Motor and generator including flame proof, increased safety and non sparking industrial duty machines upto 20 poles 7.5 MW, up to 13.2 KV and in frame size 315 to 900 in horizontal frame & 740 to 2000 frame size in vertical frame in enclosure type TEFC, CACA, CACW,SPDP & TETV. n Brushless DC Motors n Controller n Stampings n Synchronous machines from 1 MW to 7.5 MW in frame size 500 to 1000, upto 13.2 KV in all types of enclosures. n Laminations n Industrial duty DC machines upto 2200 KW, 810 Volts, in frame size from 315 to 710 in all types of enclosures n Stampings Consumer Products Lighting 146 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 Lamps n Incandescent Lamps n Fluorescent Tubular Lamps n Compact Fluorescent Lamps n Mercury Sodium & Metal Halide Lamps n Halogen Lamps n LEDs Luminaires & Accessories n Household Appliances like – Food Processors, Mixer Grinders, Juicer Mixer Grinders, Juice Extractor, Wet Grinders, Hand Blenders, Electric Kettle, Rice Cooker, Dry Irons, Steam Irons, Room Heaters, Lanterns, Toasters, Home UPS. Pumps n Electrically driven Pumps – Centrifugal Monoblock Pump sets-Single/Two Stage – Self Priming Pump sets – Monobloc/Coupled – Submersible Pump sets for 75, 78, 100, 150, 200 & 250 mm Borewells n Domestic Luminaires – Jet Centrifugal Pump sets – Single/ Multi Stage n Retail Lighting – Dewatering Pump sets n Office Lighting – Vertical In Line Pump sets n Street Lights – Open well Submersible Pump sets n Flood Lights n Diesel Engines and Diesel Engine Pumps n High Masts n Petrol Kerosene Engine Pumps n Lighting Electronics n Compressor Pumps and Air Compressors n Accessories n Diesel Engine driven Pump sets n Building Management Systems n Submersible Pumpsets-100MM with Oilfield Motors n Integrated Security Systems & Home Automation n Cables suitable for submersible pumpsets 1.5 sq mm. To 10 sq mm. n 3 PH Control Panels for Submersible Motors n Industrial Pump- Horizantal Split case Pumps. Fans & Appliances n Ceiling : Luxury Under light, Premium Fans, Decorative Fans & Generic Fans n Table, Pedestal and Wall Mounting Fans in metal and plastic n Domestic Exhaust Fans n Cooler Kits n Industrial Fans : Heavy Duty Exhaust Fans, Air Circulators & Air Curtains n Special Purpose Fans : Personal Fans, Cabin Fans, Tower Fans & Farrata n Geysers: Instant Water Heater (Plastic / Metal), Storage Water Heaters (Plastic / Metal), Gas Geysers, Mercury Range (Combo– Metal & Plastic). International n Exports of all Crompton Greaves manufactured and factored products. Others Meters n Energy Meters – Single phase & Three phase 147 financials ESTABLISHMENTS c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 ESTABLISHMENTS REGISTERED OFFICE CG House, 6th Floor, Dr. Annie Besant Road, Worli, Mumbai-400 030, India Tel. +91-022-24237777 Fax +91-022-24237788. INTERNATIONAL DIVISION Railway Signalling Division 11 B, Industrial Area No1, Pithampur-454775, District-Dhar (M.P), India. Tel: +91-07292-410000, 403095 FAX: +91-07292-253211 Email: dipak.chattopadhyay@cgl.co.in “Jagruti”, 2nd floor, Kanjur Marg (East), Mumbai-400042, India. Tel: +91-022-67558955, +91-022-67558365, Fax: +91-022-25774066 Email: jaideep.patil@cgl.co.in Stampings Division Kanjur Marg (East), Mumbai-400042, India. Tel: +91-022-67558715/6, 25796866 Fax: +91-022-25787970 Email: rajendra.gupta@cgl.co.in POWER SYSTEMS B-110, MIDC Industrial Area, Ahmednagar-414111, India. Tel: +91-0241- 6610513/4, 6610518/23 FAX: +91-0241-6610511 Email: shivaji.salunkhe@cgl.co.in Transformer Division n Kanjur Marg (East), Mumbai-400042, India. Tel: +91-022-25782974, 67558000, 67558202, 67558211. FAX: +91-022-67558305. 25798214 Email: jayantkumar.kulkarni@cgl.co.in n Plot No. T1&T2 MPAKVN Industrial Area, Malanpur (Dist. Bhind), Pin-477116, Madhya Pradesh, India. Tel: +91-07539-283502/3/5/7, 409029 FAX: +91-07539-283585, 409031 Email: Anindya.Basu@cgl.co.in n Plot No. 29, 31& 32 New Industrial Area No.1, AKVN, Mandideep-462046, Madhya Pradesh, India. Tel: +91-07480-408285/6, 408209, 408201, 408281 FAX: +91-07480-408208, 408255 Email: Anindya.Basu@cgl.co.in Switchgear A-3, M.I.D.C., Ambad, Nashik-422010(Maharashtra), India. Tel: +91-0253-2382271-75 Fax: +91-0253-2381247 Email: jayantkumar.kulkarni@cgl.co.in S6 & Power Quality D2- MIDC, Waluj, Aurangabad-431136, India. Tel: +91-0240-2558000, 2558081, 2558001, 2558031 FAX: +91-0240-2554697 Email: pramod.rao@cgl.co.in Switchgear (S2) – Electronics Unit, 10A, Jigani Industrial Area, Jigani, Anekal Taluk, Bangalore Rural, Bangalore 562 106. Tel: +91-08110-413400, 413498 Fax: +91-08110-413430 Email: srinivasan.ms@cgl.co.in; Engineering Projects Division DLF Cyber-Green, Tower A, 3rd Floor, Sector 25-A, DLF Phase III, Gurgaon-122002, Haryana, India. Tel: +91-0124-3047700, 3047704, 3047701 FAX: +91-0124-3047777, 3047888 Email: neeraj.baxi@cgl.co.in INDUSTRIAL SYSTEMS Machines 7 Division: D-5, Industrial Area, MPAKVN, Mandideep- 462046(M.P), India. Tel: +91-07480-400000, 403238, 400181/2 FAX: +91-07480-403119 Email: raina@cgl.co.in LT Motors Division A/6-2, MIDC Industrial Area, Ahmednagar- 414111(Maharashtra), India. Tel: +91-0241- 2777500, 2777372 FAX: +91-0241-2777508, 2776103 Email: kn.neelkant@cgl.co.in S-14-15, Colvale Industrial Estate, Colvale, Bardez, Goa-403513 Tel: +91-0832-2299664/665/666, 2404000 Fax: +91-0832-2299663 Email: abhay.kulkarni@cgl.co.in FHP Motors Division 196-198, Kundaim Industrial Estate, Kundaim, Ponda, Goa-403115, India Tel: +91-0832-3983200, 3983205, 2395954 FAX: +91-0832-2395377, 3983299 Email: jagdish.pant@cgl.co.in CONSUMER PRODUCTS Fans Division Plot No. 1 Goa IDC Industrial Estate, Bethora, Ponda, Goa-403409, India Tel: +91-0832-2331200, 2331256 FAX: +91-0832-2330155 Email: uhm@cgl.co.in Plot No. 214-A Kundaim Industrial Estate, Kundaim, Goa-403115, India Tel: +91-0832-2395901, 2395304 FAX: +91-0832-2395305 Email: uhm@cgl.co.in Plot No. 81, HPSIDC Indl. Area, Baddi, District Solan, HP-173205 Tel: +91- 01795-320141 Email: rajesh.puri@cgl.co.in Appliances Division Plot No. 1 Goa IDC Industrial Estate, Bethora, Ponda, Goa-403409, India Tel: +91-0832-2331200, 2331256 FAX: +91-0832-2330155 Email: anandkumar.n@cgl.co.in Lighting Division Kanjur Marg (East), Mumbai 400 042. India. Tel: +91-022-67558000, 67558425/26 FAX: +91-022-25787283/25783027 Email: manoj.verma@cgl.co.in 149 financials Baroda Lamp Works, Kural Village, Padra Taluka, Padra Jambusar Road, District Baroda-391430, Gujarat, India. Tel: +91-02662-242278, 329694, 329521 FAX: +91-02662-242326 Email: raj.ray@cgl.co.in Pumps Division A-28, MIDC, Ahmednagar-414111, India. Tel: +91-0241-6606500, 6606501, 2777262 Fax: +91-0241- 6606550, 6606560 Email: vplele@cgl.co.in BRANCH & MARKETING OFFICES Northern Region Regional Head Office: New DelhiVandhana Building, 11 Tolstoy Marg, New Delhi-110001, India. Tel: +91-011-30416300, 30416901, 23354879 FAX: +91-011-23324360, 23725661, 23352134 Email: sudhir.kane@cgl.co.in Jaipur Church Road, PO BOX 173, Jaipur-302001, India. Tel: +91-0141-3018800/01 FAX: +91-0141-2365371 Email: rajat.chopra@cgl.co.in Jalandhar BXII-407, 2nd floor, Near BSF Chowk, Ladowali Road, Jalandhar-144001, India. Tel: +91-0181-3051301/95, 2225410 FAX: +91-0181-2226342 Email: nikesh.gupta@cgl.co.in Lucknow Saran Chambers II, 3rd floor, 5 Park Road, Lucknow-226001, India. Tel: +91-0522-3018850-79 FAX: +91-0522-3018858 Email: jiwan.mannan@cgl.co.in Rail Transportation Systems Branch Details Vandhana Building, 11, Tolstoy Marg, New Delhi-110001, India. Tel: +91-011-30416300 FAX: +91-011-23324360, 23352134 Email: salil.kumar@cgl.co.in Eastern Region Regional Head Office: Kolkata 50 Chowringhee Road, Kolkata - 700071 India Tel : +91-033-2829681 – 85 Fax : +91-033-22829942 Email : mailadmin@cal.cgl.co.in balvinder.bajwa@cgl.co.in cglcal@cgl.co.in BhubanesHwar Janpath Tower, 3rd Floor, Ashok Nagar Unit II Bhubaneshwar – 751009 India Tel : +91-0674-2531128, 2531429 Fax : +91-00674-2533521 e-mail : satish.mohanty@cgl.co.in Western Region Regional Head Office: MumbaiKanjur Marg (East), Mumbai-400042, India. Tel: +91-022-67558000, 25780234, 67558600/01 FAX: +91-022- 25795158, 67558669 Email: ajit.kamath@cgl.co.in Ahmedabad 909-916, Sakar II, Near Ellis Bridge, Ahmedabad-380006, India. Tel: +91-079-40012000, 40012201 FAX: +91-079-40012222 Email: sagar.mohbe@cgl.co.in Indore 103-B, Apollo Trade Centre, 2B, Rajgarh Kothi, Mumbai-Agra Road, Indore-452001, India. Tel: +91-0731-2498269, 2498271, 2495531, 4201231 FAX: +91-0731-4065621 Email: pawankumar.singh@cgl.co.in Pune Premium Point Building, 4th floor, Opp Modern High School, J M Road, Shivajinagar, Pune-411005, India. Tel: +91-020-25534675-77. 25534685 FAX: +91-020-25534684 Email: vivek.batra@cgl.co.in Nagpur (Satellite office) 3, West High Court Road, Lal Bahadur Shastri Chowk, Dharampeth, Nagpur-440010, India. Tel: +91-0712-2531271, 2560870, 2560871 FAX: +91-0712-2537196. Email: pankaj.shah@cgl.co.in Raipur 5, New Tilak Nagar, Avanti Vihar, Raipur - 493 001 Tel : 0771 - 4022214 / 15 Fax : 0771 – 2444577 Email: sanjay.jadhav@cgl.co.in Southern Region Regional Head Office: ChennaiCrompton House-3, Dr. MGR Salai, (Kodambakkam High Road), Nungambakkam, Chennai-600034, India. Tel: +91-044-42247500, 28235533, 28257375. 42247575 FAX: +91-044- 28281596, 28231973 Email: krashnavadan.desai@cgl.co.in Bangalore Janardhana Towers, 1st floor, 562/640 Bannerghatta Road, Bilekahalli, Bangalore-560076, India. Tel: +91-080-41391908, 41391909, 41391901 FAX: +91-080-41391900. Email: pulacode.venkatesh@cgl.co.in Cochin Cherupushpam Building, 5th floor, 300-6, Shanmugham Road, Ernakulam, Cochin-682031, India. Tel: +91-0484-2370860-63, 2360240, 2382340 FAX: +91-0484-2373738. Email: ramaswamy.ns@cgl.co.in Secunderabad Minerva Complex, 4th floor, 94, Sarojni Devi Road, Secunderabad-500003, India. Tel: +91-040-40002300, 40002347, 40002345 FAX: +91-040-40002340. Email: anil.maniktala@cgl.co.in 150 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9 SERVICE CENTRES Northern Region New Delhi Vandhana Building, 11, Tolstoy Marg, New Delhi-110001. India Tel: +91-011-30416311, 30416305 FAX +91-011-23324360 Email: david.c@cgl.co.in Jaipur Church Road, P.O. Box 173, Jaipur-302001. Tel: +91-0141- 3018800, 3018806 Fax: +91-0141-2365371 Email: rajat.chopra@cgl.co.in Email: suresh.avasthi@cgl.co.in Jalandhar Khasra No 151/99, Village Khajurla, Tehsil Phagwara, Distt. Kapurthala, Jalandhar – 144001 Tel: +91-0181-3051321, 3051337 Email: rajinder.rahi@cgl.co.in Email: nikesh.gupta@cgl.co.in Lucknow Saran Chambers II, 3rd floor, 5 Park Road, Lucknow-226001, India. Tel. +91-0522-3018865, 3018857 Email: jiwan.mannan@cgl.co.in; Email: kamlesh.sinha@cgl.co.in Eastern Region Kolkata 21, R.N.Mukherjee Road, Kolkata – 700001, India Tel : +91- 033-22489160, 22488911 Fax : +91-033-22489737 Email : mailadmin@cgl.co.in cglcal@cgl.co.in prabir.mukhopadhyay@cal.cgl.co.in subhash.ghosh@cal.co.in Bhubaneshwar Janpath Tower (Basement ), Ashok Nagar, Unit II, Bhubaneshwar – 751009, India Tel : +91-0674-2531128, 2531429 Fax : +91-0674-2531592 Email : ajoy.mahapatra@cgl.co.in Patna Vishwasadan, Behind Jeevan Deep Bldg., East of Narmada Apartment, Exhibition Road, Patna – 800001 India Tel : +91-0612-6453160 / 6453161 Email : swapan.bera@cgl.co.in Western Region Mumbai Kanjur Marg (East), Mumbai- 400042, India Tel. +91-022-67558000, 67558590. FAX: +91-022-67558669 Email: subhash.rege@cgl.co.in Ahmedabad 909-916, Sakar II, Near Ellis Bridge, Ahmedabad-380006, India. Tel: +91-079-40012000, 40012201 FAX: +91-079-40012222 Email: suman.tailor@cgl.co.in Indore 103-B, Apollo Trade Centre, 2B Rajgarh Kothi, Mumbai – Agra Road, Indore- 452001, India Tel. +91-0731-2498269, 2498271 FAX: +91-0731-4065621 Email: mayank.shrivastava@cgl.co.in Pune Premium Point Building, 4th floor, Opp Modern High School, J M Road, Shivajinagar, Pune-411005, India. Tel: +91-020-25534675-77. FAX: +91-020-25534684 Email: amul.chhajed@cgl.co.in Nagpur 3, West High Court Road, Lal Bahadur Shastri Chowk, Dharampeth, Nagpur-440010, India. Tel: +91-0712-2531271, 2560870 FAX: +91-0712-2537196. Email: vipin.sahu@cgl.co.in Southern Region Chennai A.G. Enterprises, 37 NSK Salai, Vadapalani, Chennai-600026 Tel: +91-044-23651369 Fax : +91-044-28231973 Email: leo.selvaraj@cgl.co.in Email: prakash.j@cgl.co.in Bangalore SS Agencies, No. 20, New Timber Yard Layout, Mysore Road, Bangalore-560026, India. Tel. +91-080-26755727 Fax: +91-080-26755723 Email: pulacode.venkatesh@cgl.co.in Email: michael.aa@cgl.co.in Secunderabad Crompton Greaves Limited, Customer Care Centre, B-12, Industrial Development Area, Uppal, Secunderabad – 500 039. Tel. +91-040-27207538 Fax: +91-040-27207539 Email: anil.maniktala@cgl.co.in Email: d.venugopal@cgl.co.in Cochin Vishnu Traders, 35/1872 A, South Janata Road, Palarivattom, Cochin-682025, India Tel. 91-0484-2338102, 2338856 FAX: 91-0484- 2373738 Email: ramaswamy.ns@cgl.co.in Coimbatore Param Enterprises, 658-664, Rajalakshmi Plaza, 100 ft Road, Gandhipuram, Coimbatore-641 012, India Tel. +91-0422-2526453 Fax: +91-0422-2525334 Email: leo.selvaraj@cgl.co.in 151 financials ESTABLISHMENTS REGION EMEA Corporate Offices: PAUWELS INTERNATIONAL N.V. Corporate Division Antwerpsesteenweg 167 B-2800 Mechelen, Belgium T + 32 15 283 333 - F + 32 15 283 300 GANZ TRANSELEKTRO ELECTRIC Co. LTD. Mariassy Street 7 H-1095 Budapest, Hungary T + 36 1 483 66 11 - F + 36 1 266 66 13 MICROSOL LTD. Unit 28, Enterprise Complex Pearse Street Dublin 2, Republic of Ireland T + 353 1 415 3700 - F + 353 1 671 6343 Business Units: PAUWELS TRAFO BELGIUM N.V. Antwerpsesteenweg 167 B-2800 Mechelen, Belgium T + 32 15 283 333 - F + 32 15 283 300 PAUWELS TRAFO IRELAND LTD. Dublin Road Cavan, Republic of Ireland T + 353 49 43 31 588 - F + 353 49 43 32 053 PAUWELS INTERNATIONAL N.V. T&D Systems Division Antwerpsesteenweg 167 B-2800 Mechelen, Belgium T + 32 15 283 333 - F + 32 15 283 491 PAUWELS INTERNATIONAL N.V. UK Representative Office, Suite 11, Epoch House, Falkirk Road Grangemouth FK3 8WW, United Kingdom T + 44 1324 486100 - F + 44 1324 486020 PAUWELS INTERNATIONAL N.V. Saudi Arabia Representative Office, P.O. Box 59276 Riyadh 11525, Saudi Arabia T + 966 1 405 24 31 - F + 966 1 405 48 25 PAUWELS MIDDLE EAST P.O. Box 5730, Sharjah, United Arab Emirates T + 971 6 574 03 13 - F + 971 6 574 01 31 REGION AMERICAS Business Units: PAUWELS TRANSFORMERS, INC. One Pauwels Drive, Washington, Missouri 63090, USA T + 1 636 239 9300 - F + 1 636 239 9398 PAUWELS CANADA, INC. 101 Rockman Street, Winnipeg, MB R3T 0L7, Canada T + 1 204 452 7446 - F + 1 204 453 8644 MICROSOL, INC. 92 Cogwheel Lane, Seymour, CT 06483, USA T + 1 203 888 3002 - F +1 203 888 7640 MICROSOL, INC. 1251 E. Iron Eagle Drive, Suite #150, Eagle, Idaho 83616, USA T + 1 208 938 5542 - F + 1 208 938 5582 MSE POWER SYSTEMS, INC. 403 New Karner Road, Albany, NY 12203, USA T + 1 518 452 7718 - F + 1 518 452 7716 PAUWELS INTERNATIONAL N.V. Service Division. rue Vital Francoisse 220, B.P. 1581 B-6000 Charleroi, Belgium T + 32 71 44 10 20 - F + 32 71 47 01 89 Sales Office: PAUWELS AMERICAS, INC. One Pauwels Drive, Washington, Missouri 63090, USA T + 1 636 239 9349 - F + 1 636 239 9398 SO.NO.MA.TRA S.A.S Parc d’Activite des Hautes Falaises Avenue Jean York F-76400 Saint Leonard T + 33 2 35 10 31 57 - F + 33 2 35 29 23 51 REGION ASEAN GANZ TRANSELEKTRO ELECTRIC Co. LTD. Gyorgyei ut 14 H-2766 Tapioszele, Hungary T + 36 1 483 6600 - F + 36 1 483 6855 MICROSOL UK Unit F, Network Business Centre Jarrow, Tyne & Wear NE31 1SF, United Kingdom T + 44 191 425 5200 - F +44 191 425 5202 Sales Offices: PAUWELS FRANCE S.A. 41, Boulevard Vauban Immeuble Arago 1 F-78280 Guyancourt, France T + 33 1 34 52 10 80 - F + 33 1 34 52 27 30 Business Units: PT PAUWELS TRAFO ASIA Kawasan Industri Menara Permai Kav. 10 Jl. Raya Narogong, Cileungsi, Bogor 16820, Indonesia T + 62 21 823 04 30/36 - F + 62 21 823 02 68/42 22 Sales Offices: PAUWELS INTERNATIONAL N.V. T&D Systems Division, Plaza PP, 5th Floor, Jl. TB. Simatupang No. 57, Pasar Rebo Jakarta 13760, Indonesia T + 62 21 841 40 57 - F + 62 21 841 43 64 PAUWELS TRAFO ASIA NZ Representative Office P.O. Box 28099 Christchurch 8242, New Zealand T + 64 3 331 8290 - F + 64 3 331 8299 152 c r o m p t o n g r e av e s l i m i t e d a n n u a l r e p o r t 2 0 0 8 – 2 0 0 9