Coromandel Engg AR07-08

8/8/2019 Coromandel Engg AR07-08

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Shri M.A.M. ARUNACHALAM

Shri K.T. KUMAR

Shri S.S. RAJSEKAR

BANKERS

AUDITORS M/s. SUNDARAM & SRINIVASAN

Chartered Accountants

23, C.P. Ramaswamy Road

Alwarpet, Chennai - 600 018.

REGISTERED OFFICE Parry House, III Floor,

43, Moore Street,

Chennai - 600 001.

COROMANDEL ENGINEERING COMPANY LIMITED

INDIAN BANK

BOARD OF DIRECTORS


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NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the SIXTIETH Annual General

Meeting of the shareholders of COROMANDEL ENGINEERINGCOMPANY LIMITED, will be held on THURSDAY the 31 st July2008 at 11.00 a.m. at Conference Room, 3rd Floor, at PARRYHOUSE, No.43, Moore Street, Chennai 600 001 to transactthe following business.

Ordinary Business

1. To receive, consider and adopt the Directors Report andthe Audited Profit and Loss Account for the year ended 31 st

March 2008 and the Balance Sheet as at that date and theReport of the Auditors thereon.

2. To declare a dividend.

3. To appoint a Director in the place of Mr.S.S.Rajsekar, whoretires by rotation in terms of Article 92 of the CompanysArticles of Association and being eligible offers himself forreappointment.

4. To appoint Auditors to hold office from the conclusion ofthis Annual General Meeting until the conclusion of the nextAnnual General Meeting and in this connection, to considerand if deemed fit, to pass with or without modification(s),the following Resolution as an Ordinary Resolution.

RESOLVED that Messrs. Sundaram & Srinivasan,Chartered Accountants, Chennai, be and they are hereby

reappointed as Auditors of the Company to hold office fromthe conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting on aremuneration of Rs.1,50,000/- (Rupees One lakh fifty

thousand only) plus any out of pocket expenses incurred

by them in connection with the audit.Special Business

5. To consider and if deemed fit, to pass with or withoutmodification(s) the following Resolution as a SpecialResolution .

RESOLVED THAT pursuant to the provisions of Section198, 309, 310, 314 and other applicable provisions, if any,of the Companies Act, 1956, (hereinafter referred to as TheAct) and subject to such other approvals as may be requiredfrom time to time, the Directors who are neither in wholetime employment of the company nor a Managing Director

of the company be paid with effect from 1st

April 2007 inrespect of each financial year of the Company for a periodof five financial years ending 31 st March 2012, remunerationby way of commission not exceeding 1% of the net profitsof the company as computed under section 349 and 350 ofthe Companies Act, 1956.

FURTHER RESOLVED THAT the quantum and manner ofdistribution of the aforesaid commission amount be decidedby the Board of Directors from time to time.

FURTHER RESOLVED THAT the aforesaid commissionshall be exclusive of fees payable to such directors forattending the meetings of the Board and committees thereof.

FURTHER RESOLVED THAT consent be and is herebyaccorded for payment of the aforesaid commission to such

Directors who may be relatives/partners of other Directors.

On behalf of the Board

Place : Chennai M.A.M. ARUNACHALAMDate : 29 th May 2008 Director


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NOTES:

1. A member entitled to attend and vote at the abovemeeting may appoint one or more proxies to attend andvote instead of him. The proxy need not be a memberof the Company. Proxy to be valid shall be depositedwith the Company not later than forty eight hours beforethe time for holding the meeting.

2. The explanatory statement pursuant to Section 173(2) ofthe Companies Act, 1956 in respect of item No.5 is annexed.

3. As per clause 49 of the listing agreement with stockexchanges, the brief resume and functional expertise of thedirectors proposed for reappointment are furnished belowalong with the details of Companies in which they aredirectors and the Board committees of which they are

members.Details of shares held by Mr.S.S.Rajsekar in CoromandelEngineering Company Limited.

No. of shares held in the company : Nil.

Age : 53 years.

Qualification : B.Tech, Chemical Engineer from AnnaUniversity.

Experience : He is an Industrialist and holds directorship invarious companies. He has an experience of 30 years inthe field of Business Management. He is also an executivemember of Andhra Chamber of Commerce, ChennaiKendra.

Details of other Directorship/committee membership heldby him are as follows:

Directorship Committeememberships / Chairmanship

Chennai Consultancy Services NilP. Ltd.

Chidbhava Constructions andProperties P. Ltd.

Super Sakthi Animation P. Ltd. Super Veda Innovations P. Ltd.

4. The Register of Members and the Share Transfer Books ofthe company shall remain closed from Thursday, the 17 th

July, 2008 to Thursday the 31 st July, 2008 (both daysinclusive).

5. The Company at its Board Meeting held on 26.02.2008 hasappointed M/s Karvy Computer Share Private Limited as

the Companys Registrar and Share Transfer Agent to carryout the share transfer and other securities related activitiesof the Company.

6. The company has entered into tripartite agreement withKarvy computer share private limited and NationalSecurities Depository Limited and Central DepositoryServices (India) Limited respectively for dematerialising theshares of the company. Members who have notdematerialised their physical holding in the company areadvised to avail the facility of dematerialisation of equityshares of the Company.

7. The dividend for the year ended 31 st March 2008 asrecommended by the Board, if sanctioned at the meeting,

will be paid in case of shares held in Physical Form, to thoseshareholders whose names appear in the Register ofMembers as on the date of the Annual General Meetingand in case of shares held in Dematerialised form, as perthe details furnished by the depositories for this purpose.

8. Members are requested to notify the changes in theiraddress, if any, immediately quoting their folio number tothe company or Share Transfer Agent, Karvy ComputerShare Private Limited having office at Plot No. 17- 24,Vittalrao Nagar, Madhapur, Hyderabad 500 081 so thatthe dividend can be sent to the latest address.

9. Members are requested to note that as per section 205A(5)of the Companies Act, 1956, dividend which remain unpaid

/unclaimed for a period of seven years from the date oftransfer to the companies unpaid dividend account has tobe transferred by the company to the Investor Education &Protection Fund (IEPF) established under section 205C ofthe Companies Act, 1956. It may be noted that once theunclaimed dividend is transferred to the IEPF as above, noclaim shall lie with the company in respect of such amount.

10. Members who have not encashed their dividend warrantsfor the year 2005-2006, 2006-2007 are requested to forwardtheir claims to the Company or to the Companys Registrarand Share Transfer Agents Karvy Computer Share PrivateLimited.

11. Members are requested to quote their Registered Folio No.or Depository Participant Id.No. and Client Id. No. in all theircorrespondences and notify promptly changes, if any, intheir Address / bank mandate to the Companys Sharetransfer agent viz., Karvy Computer share Private Limited,Plot No. 17- 24, Vittalrao Nagar, Madhapur, Hyderabad 500 081


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12. Members / proxies are requested to bring the attendanceslip sent with Annual report duly filled in for attending themeeting.

13. Members are requested to bring their copies of the annualreport for the meeting. Copies of the annual report will notbe distributed at the annual general meeting.

14. Members holding shares under different folios in the samenames are requested to apply for consolidation of foliosand send relevant share certificates to the companysRegistrar and Transfer Agents.

15. Shareholders may avail of the nomination facility undersection 109A of the Companies Act, 1956. The nominationform (Form 2B) along with instructions, will be provided to

the members on request. In case the members wish toavail this facility, they are requested to write to thecompanys registrar M/s.Karvy Computer Share PrivateLimited. The shareholders holding shares in dematerialsedform are requested to forward their nomination instructionsto the concerned depository participants, nomination isoptional and can be cancelled or varied by a shareholderat any time.


Place : Chennai M.A.M. ARUNACHALAM

Date : 29th May 2008 Director

ANNEXURE TO THE NOTICE

The following Explanatory Statement pursuant to Section173 of the Companies Act, 1956 sets out all material factsrelating to item 5 mentioned in the accompanying Noticedated 29 th May 2008.

Item No 5:

The Company has vast business operations and in the currentcompetitive business environment, the directors are required totake far more complex business decisions than before and arerequired to commit their time and provide expertise for thecompany business. In addition with the more stringentAccounting Standards and Corporate Governance norms, theBoard of Directors not only has to ensure compliance with variousstatutory requirements but also enhance the level of quality ofCorporate Governance.

The Board therefore recognized the need to suitably remuneratethe Director(s) of the Company for increased responsibilities

entrusted upon them and has proposed, subject to the approvalof the members, payment of remuneration to them by way of

commission, for a period of five years commencing from 1 st dayof April 2007, not exceeding 1% of the net profits of the Companyas determined in accordance with the provisions of Section 198read with Sections 349 and 350 of the Companies Act, 1956.

Section 309(4) of the Companies Act, 1956 requires a SpecialResolution to be passed by the Members of the Company inGeneral Meeting for payment of remuneration by way ofcommission to Non-Whole time Director(s) who are neither inthe whole time employment of the company nor the ManagingDirector of the Company for an amount not exceeding 1% of thenet profits of the company computed under Section 349 and350 of the Companies Act, 1956.

The Board of Directors accordingly recommends the resolutionset out in Item No. 5 of the accompanying notice for yourapproval.

Interest of Directors.

All the directors of the Company are concerned or interested.


Place : Chennai M.A.M. ARUNACHALAMDate : 29 th May 2008 Director


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Construction of 48 Residential Apartments at Avinashi Road,

Coimbatore is almost completed.The Company is planning to launch five new PropertyDevelopment projects in Coimbatore and one in Chennai in theyear 2008-09.

Your company during the year has acquired Plant andMachineries for operation and other Fixed Assets amounting toRs.516.22 lacs.

DIVIDEND

The Company earned a net profit after tax of Rs. 412.87 lacs.Your Directors are pleased to recommend a Dividend @ 40%on the paid up equity share capital for the financial year endedMarch 31, 2008 after transferring Rs.165 lakhs to GeneralReserve. The total outgo on account of the dividend to be paidto the share holders will be Rs.77.07 lacs (inclusive of dividendtax).

DIRECTORS

In terms of Article 92 of the Articles of Association of theCompany, Mr. S S Rajsekar, Director retires by rotation at theensuing Annual General Meeting and being eligible offers himself

for re-appointment.

AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai,Statutory Auditors, retire at the conclusion of the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment.

The Board on recommendation of the Audit committee, proposes

that M/s. Sundaram & Srinivasan, Chartered Accountants,Chennai be re-appointed as the Statutory Auditors of theCompany and to hold office till the conclusion of the next Annual

General Meeting of the Company. M/s. Sundaram & Srinivasan,Chartered Accountants, Chennai have forwarded their certificateto the Company, stating that their re-appointment, if made, willbe within the limit specified in that behalf in sub-section (1B) ofsection 224 of the Companies Act, 1956.

DEPOSITS

The Company has not accepted any deposits.

DIRECTORS REPORTYour Directors have pleasure in presenting their Report

together with the audited accounts for the financial year ended31 st March 2008.

The performance of the Company for the year is summarized

below:

FINANCIAL HIGHLIGHTS

2007-08 2006-07 Rs. Rs.

Proft before Interest,Depreciation 6,30,45,918 2,97,05,688

Less: Depreciation 42,87,269 25,14,545

Interest 60,09,175 20,08,817Profit before Tax 5,27,49,474 2,51,82,326

Provision for Taxation- Current Tax 81,70,000 44,85,000- Deferred Tax 29,62,242 1,96,033- Fringe Benefit Tax 3,30,372 2,05,302

Profit After Tax 4,12,86,860 2,02,95,991Less: Transfer to General Reserve 1,65,00,000 21,00,000

Proposed Dividend 65,89,560 41,18,475

Tax on Dividend 11,17,260 6,99,935

Add: Taxation relating toearlier years 1,06,305

Transfer on amalgamation 21,97,868Earlier years profit/lossbrought forward 1,95,06,440 38,24,686

Balance carried forward toBalance sheet 3,65,86,480 1,95,06,440

OPERATIONS AND PERFORMANCE

During the year under review, your Company recorded aTurnover of Rs. 6800.84 lacs and PBT of Rs.527.49 lacs asagainst the last year turnover of Rs.4502.40 lacs and PBT ofRs.251.82 lacs.

Your Company has successfully completed construction ofFactory Buildings for DCW, Tuticorin, Komos Automotive IndiaPvt. Ltd., Oragadam, EID Parry (India) Ltd., Pudukottai, LakshmiMachine Works Ltd., Coimbatore, Visteon Automotive India Ltd.,Maraimalai Nagar and Factory expansion for S.V Sugars Ltd.,Chengalpattu.

The Company has also completed the Auditorium for LCTPLTrust at Alagappa University, Karaikudi.


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RIGHTS ISSUE

The Board has approved an issue of equity shares on rightsbasis aggregating to Rs.329.48 lacs at its meeting held on26.02.2008 and which was approved by the Shareholdersthrough a Special Resolution passed by postal ballot on04.04.2008. The Company is in the process of completing theregulatory formalities for the same.

DEMATERIALISATION

The Company along with M/s. Karvy Computer Share PrivateLimited, has entered into tripartite agreements with both theDepositories viz., National Securities Depository Limited and

Central Depository Services (India) Limited for dematerializingthe shares of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors responsibility statement as required under section217(2AA) of the Companies Act, 1956, reporting the compliancewith the accounting standards, is attached and forms part of thedirectors report.

SECRETARIAL COMPLIANCE CERTIFICATE

Certificate Pursuant to Section 383A of the Companies Act, 1956read with the Companies (Compliance Certificate) Rules, 2001

issued by Mr.R.Sridharan, M/s.R. Sridharan, & Associates,

Company Secretaries, is attached hereto.

PARTICULARS OF EMPLOYEES

The details required to be covered under subsection 2A of

Section 217 of the Companies Act, 1956 read with Companies

(Particulars of Employees) Rules 1975 is appended herewith.

PARTICULARS REQUIRED TO BE FURNISHED U/S.217 (1) (e)

The Company has no activity relating to consumption of energy,

technology absorption and foreign exchange income and outgo.

Hence, there are no particulars required to be furnished undersection 217(1) (e) of the Companies Act, 1956

GENERAL

Your Directors place on record their appreciation for the

continued co-operation, support and assistance extended to the

company by its Bankers, Share holders and Government of India

and Government of Tamilnadu.

Your Directors also place on record their appreciation for the

continued dedicated performance and commitment by the

Officers, Staff and Workmen of the Company.

For and on behalf of the Board

M.A.M. ARUNACHALAMPlace : Chennai K.T. KUMARDate : 29 th May 2008 Directors


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ANNEXURE TO THE DIRECTORS REPORTDIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies ACT, 1956,the Directors' to the best of their knowledge and belief confirm

that:

In the preparation of Profit and Loss Account for the financial

year ended 31st March 2008 and the Balance Sheet as at

that date ("financial statements") applicable Accounting

Standards have been followed.

Appropriate accounting policies have been selected and

applied consistently and such judgments and estimates that

are reasonable and prudent have been made so as to give

a true and fair view of the state of affairs of the company as

at the end of the financial year and of the Profit for that

period.

Proper and sufficient care has been taken for the

maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956 for

safeguarding the assets of the company and for preventing

and detecting fraud and other irregularities. (To ensure this,

the company has established internal control system,

consistent with the size and nature of operations. In weighing

the assurance provided by any such systems of internal

controls its inherent limitations should be recognized. These

systems are reviewed and updated on an ongoing basis.

Periodic internal audits are conducted to provide reasonable

assurances of compliances with these systems.)

The financial statements have been prepared on a going

concern basis.

For and on behalf of the Board


ANNEXURE TO THE DIRECTORS REPORTInformation as per Section 217 (2A) read with the Companies (Particulars of Employees) Rules, 1975 and forming part of

the Directors Report - Details of Remuneration paid for the year ended 31st March, 2008Name (Age) Designation of the Remuneration Qualification/Expe- Date of com- Previous

employee/ Nature of Rs. rience Years mencement of Employment

duties employment

(1) (2) (3) (4) (5) (6)

G. Viswanath Kumar (52) Senior Vice President 29,96,596 B.Tech, MBA (28) 05.12.2005 Larsen & Toubro

Ltd.

1. Remuneration as shown above includes salary, allowance, leave travel assistance, Companys contribution to Provident Fund,

Superannuation Fund and Gratuity Fund, Medical facilities and perquisites valued in terms of actual expenditure incurred by the

employee(s) excepting in case of certain expenses where the actual amount of expenditure cannot be ascertained with reasonable

accuracy, and in such cases, notional amount as per Income- tax Rules has been adopted.

2. The above mentioned employee is a whole time employee of the Company and was employed throughout the year and the nature

of employment is contractual.

3. The above employee is not related to any of the Directors of the Company.For and on behalf of the Board



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COMPLIANCE CERTIFICATENAME OF THE COMPANY : COROMANDEL ENGINEERING

COMPANY LIMITEDRegistration No. (CIN No.) : L74210TN1947PLC000343Authorized Capital : Rs. 4,00,00,000/-Paid-up Capital : Rs.1,64,73,900/-

To,The MembersMessrs. Coromandel Engineering Company LimitedParry House, 3 rd Floor,43, Moore Street,Chennai 600 001.

We have examined the registers, records, books and papers ofMESSRS. COROMANDEL ENGINEERING COMPANYLIMITED (the Company) as required to be maintained under theCompanies Act, 1956, (the Act) and the rules made there underand also the provisions contained in the Memorandum and Articlesof Association of the Company for the financial year ended on31 st March 2008. In our opinion and to the best of our informationand according to the examinations carried out by us andexplanations furnished to us by the Company, its officers andagents, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers asstated in ANNEXURE A to this certificate, as per theprovisions of the Act and the rules made there under andall entries therein have been duly recorded.

2. The Company has filed the forms and returns as stated in

ANNEXURE B to this certificate, with the Registrar ofCompanies, Regional Director, Central Government,Company Law Board or other authorities prescribed underthe Act and the rules made there under.

3. The Company is a Public Limited Company and has theminimum prescribed paid up capital. The Company is alisted company and the shares are listed with Madras StockExchange Limited.

4. The Board of Directors duly met SIX (6) times on 29 th May2007, 31 st July 2007, 10 th September 2007, 31 st October2007, 28 th January 2008 and 26 th February 2008 in respectof which meetings proper notices were given and

proceedings were properly recorded and signed in theMinutes Book maintained for the purpose.

5. The Company closed its Register of Members from 23 rd July,2007 to 6th August, 2007 (both days inclusive) and necessarycompliance of Section 154 of the Act has been made.

6. The Fifty-Ninth Annual General Meeting for the financialyear ended 31 st March 2007 was held on 6 th August, 2007after giving due notice to the members of the Companyand the resolutions passed thereat were duly recorded inthe Minutes Book maintained for the purpose.

7. No extraordinary General Meeting was held during thefinancial year. During the year the company has soughtthe approval of the shareholders for passing of resolution

under Section 81(1A) for issue of further shares on rightsbasis through Postal Ballot after giving due notice to themembers as per the provisions of Section 192A of theCompanies Act, 1956 read with The Companies (Passingof Resolutions through Postal Ballot) Rules, 2001 and thesaid result was announced at the deemed meeting held on4 th April 2008.

8. The Company has not advanced any loans or given anyguarantees or provided any securities to its directors orpersons or firms or companies referred under Section 295of the Act.

9. The Company has not entered into any contract falling within

the purview of Section 297 of the Act.10. During the financial year, the Company has not entered

into any contracts falling within the purview of Sections 297and 299 of the Act. However, the transactions entered intowith companies listed in the register maintained underSection 301(3) of the Act have been duly entered in theregister maintained under Section 301 of the Act.

11. As there were no instances falling within the purview ofSection 314 of the Act, the Company has not obtained anyapprovals from the Board of directors, members or CentralGovernment.

12. The Company has not issued any duplicate share

certificates during the financial year.

13. The Company:

(i) has delivered all the certificates on lodgment thereoffor transfer/transmission in accordance with theprovisions of the Act;

(ii) has not effected any allotment of Securities during thefinancial year .

(iii) has deposited the amount of dividend declared at theFifty Ninth Annual General Meeting held on 6 th August,2007 in a separate bank account on 10 th August 2007which is within five days from the date of declaration

of such dividend.(iv) has Posted cheques for dividends to all the members

within a period of 30 (Thirty) days from the date ofdeclaration and that all unclaimed /unpaid dividendhas been transferred to unpaid dividend account ofthe Company with Indian Bank on 5 th September 2007.

(v) has transferred unpaid dividend for the financial yearended 31 st March, 2007 to Unpaid dividend accountand seven years has not expired for transfer of thesame to Investor Education and Protection Fund.


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ANNEXURE A

Name of the Company : COROMANDEL ENGINEERING COMPANY LIMITED

Registration No. (CIN No.) : L74210TN1947PLC000343Authorized Capital : Rs. 4,00,00,000/-

Paid-up Capital : Rs. 1,64,73,900/-

Registers as maintained by the Company

Sl.No. Section Number Name of the Register

1. 143 Register of Charges

2. 108 Share Transfer Register

3. 150 Register of Members

4. 151 Index of Members

5. 193 Minutes of the meetings of Board of directors

6. 193 Minutes of the meetings of the Members

7. 193 Minutes of the Committee Meetings

8. 301 Register of Contracts

9. 303 Register of Directors

10. 307 Register of Directors Shareholding

11. 372A Register of Investments/Loans/Guarantees and Securities

12. Rule-7 Register for renewed and duplicate Share Certificates.

13. - Board Meeting Attendance Register

14. - General Meeting Attendance Register

For R. SRIDHARAN & ASSOCIATESCompany Secretaries

R.SRIDHARANPlace : Chennai C.P.No: 3239Date : 7 th May 2008 F.C.S. 4775


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ANNEXURE B

Name of the Company : COROMANDEL ENGINEERING COMPANY LIMITED

Registration No. (CIN No.) : L74210TN1947PLC000343

Authorized Capital : Rs. 4,00,00,000/-

Paid-up Capital : Rs. 1,64,73,900/-

Returns / Documents / Forms filed with the Registrar of Companies, Regional Director, Central Governmentor other authorities during the financial year ended 31 st March, 2008.

FOR THE FINANCIAL YEAR 2007-2008 (01.04.2007 TO 31.03.2008)REGISTRAR OF COMPANIES

Sl.Form No.

RelevantDescription

Date of

Whether If delay in Remarks

No. Section filing

filed within filing whether (SRN No./ prescribed requisite Amount Paid/

time additional fee ModeYes / No paid Yes / No of payment)

1. 21 141 Filing of order issued by Honble CLB 21.04.2007 YES NA A13683883for condoning delay in filing Form-8 Rs. 500/- (N)pertaining to Modification of Charge in Credit Cardfavour of Indian Bank, Chennai and A 13684212payment of costs to Company Law Rs. 600/- (N)Board Credit Card

2. 23AC 220 Balance Sheet, for the financial year 24.08.2007 YES NA P0945819123ACA ended 31st March 2007. Rs. 500/- (N)

& Sch VI Challan

3. 66 383A Compliance certificate issued by Mr. R. 24.08.2007 YES NA P09450693Sridharan, M/s. R. Sridharan & Associates, Rs. 500/-(N)Company Secretaries, Chennai for the Challanfinancial year ended 31st March, 2007

4. 8 125 Creation of charge by way of Loan Agree- 28.08.2007 NO YES A21014675ment dated 30.06.2007 in favour of Rs. 500/- (N)Cholamandalam DBS Finance Limited, Rs. 500/- (A)Chennai for a sum of Rs. 1,07,24,000/- Credit Card

5. 20 B & 159 Annual return made up to 6th August, 01.09.2007 YES NA P09554296Sch V 2007 (Date of 59th AGM) Rs. 500 (N)

Challan

6. 32 303 Retirement of Mr. S. Vishnumohan as a 01.09.2007 YES NA A21288154Director of the Company at the 59th Rs. 500/- (N)AGM held on 6th August, 2007. Challan

7. 8 138 Modification of charge created 29.09.2007 YES NA A23327125originally in favour of Indian Bank, Rs. 500/- (N)Harbour Branch, Chennai modified Credit Cardon 11.09.2007 by enhancing theexisting limits to Rs. 44.65/- crores.


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REGIONAL DIRECTOR, CENTRAL GOVERNMENT

NIL

OTHER AUTHORITIES

Petition under Section 141 of the Companies Act, 1956 for condonation of delay pertaining to modification of charge in favour ofIndian Bank, Harbour Branch filed before Honble Company Law Board, Southern Region Bench, Chennai and Honble CompanyLaw Board vide its order dated 20th April, 2007 condoned the delay and the time for filing the same was extended upto 15.02.2007subject to the payment of Rs.600/-

For R. SRIDHARAN & ASSOCIATESCompany Secretaries

R.SRIDHARANPlace : Chennai C.P.No: 3239Date : 7 th May 2008 F.C.S. 4775

Sl.Form No.

RelevantDescription

Date of

Whether If delay in Remarks

No. Section filing

filed within filing whether (SRN No./ prescribed requisite Amount Paid/

time additional fee ModeYes / No paid Yes / No of payment)

8. 8 125 Creation of charge by way of agreement 14.12.2007 YES NA A27988732of hypothecation of movables dated Rs. 500/- (N)21.11.2007 in favour of Indian Bank, Credit CardChennai for a sum of Rs. 9,79,000/-

9. 61 192 A Application with Registrar of Companies 05.03.2008 YES NA A33216656for passing of Special Resolution Fees notthrough Postal Ballot under section applicable192A of the Companies Act, 1956


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For SUNDARAM & SRINIVASANChartered Accountants

M. PADHMANABHAN

Place : Chennai PartnerDate : 29 th May 2008 Membership No. F13291

AUDITORS REPORT TO THE MEMBERS OF COROMANDEL ENGINEERING COMPANY LIMITED

We have audited the attached Balance Sheet of Coromandel

Engineering Co Ltd as at 31st March, 2008 and the Profit &Loss Account for the year ended on that date annexed theretoand Cash Flow Statement for the year ended on that date. Thesefinancial statements are the responsibility of the Companysmanagement. Our responsibility is to express an opinion onthese financial statements based on our audit.

We conducted our audit in accordance with auditing standardsgenerally accepted in India. Those standards require that weplan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accountingprinciples used and significant estimates made by management,as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for ouropinion.

1. As required by the Companies (Auditors Report) Order,2003, as amended by the Companies (AuditorsReport)(Amendment) Order, 2004 issued by the CentralGovernment of India in terms of subsection (4A) ofSection 227 of the Companies Act, 1956, we enclose inthe annexure a statement on the matters specified inparagraphs 4 and 5 of the said order.

2. Further to our comments in the annexure referred toabove, we report that:

a) We have obtained all the information andexplanations, which to the best of our knowledge andbelief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required

by law have been kept by the Company so far asappears from our examination of those books.

c) The Balance Sheet, Profit & Loss Account and CashFlow Statement dealt with by this report are inagreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & LossAccount and Cash Flow Statement dealt with by thisreport comply with the Accounting Standards referredto in subsection (3C) of Section 211 of the CompaniesAct, 1956;

e) On the basis of written representations received fromthe directors, as on 31st March, 2008, and taken on

record by the Board of Directors, we report that noneof the directors is disqualified as on 31st March, 2008from being appointed as a director in terms of clause(g) of sub-section (1) of Section 274 of the CompaniesAct, 1956;

f) In our opinion and to the best of our information andaccording to the explanations given to us, the saidaccounts give the information required by theCompanies Act, 1956 in the manner so required andgive a true and fair view in conformity with theaccounting principles generally accepted in India;

i) In the case of the Balance Sheet, of the State of

Affairs of the Company as at 31st March, 2008;ii) In the case of the Profit & Loss Account, of the

Profit for the year ended on that date and

iii) In the case of the Cash Flow Statement, of the cashflow of the company for the year ended on that date.


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ANNEXURE REFERRED TO IN PARA 1 OF THE AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OFCOROMANDEL ENGINEERING COMPANY LIMITED

(i) (a) The Company has maintained proper recordsshowing full particulars, including quantitative detailsand situation of its fixed assets.

(b) According to the information given to us, majorportion of fixed assets have been physically verifiedby the management during the year. In our opinion,the frequency of verification of fixed assets by themanagement is reasonable having regard to the sizeof the Company and the nature of its assets. Nomaterial discrepancies were noticed on suchverification.

(c) No major part of fixed assets have been disposedoff during the year.

(ii) (a) The inventory have been physically verified by themanagement at reasonable intervals. In our opinion,the frequency of verification is reasonable.

(b) In our opinion and according to the information andexplanation given to us, the procedure for physicalverification of inventory followed by the managementwere reasonable and adequate in relation to the sizeof the Company and the nature of its business.

(c) In our opinion the Company has maintained properrecords of inventory. The discrepancies between thephysical stocks and the book stocks were not materialand have been properly dealt with in the books ofaccount.

(iii) According to the information and explanations given to us,during the year the Company has not granted or takenany loans to or from companies, firms or other partiescovered in the register maintained under Section 301 ofthe Companies Act, 1956.

(iv) In our opinion and according to the information andexplanations given to us there are adequate internal controlprocedures commensurate with the size of the Companyand the nature of its business with regard to purchase ofinventory, fixed assets and for sale of goods. During thecourse of our audit, no major weakness in internal controlhas been noticed.

(v) (a) According to the information and explanation givento us, we are of the opinion that the transaction thatneeds to be entered in the register maintained underSection 301 have been so entered.

(b) In our opinion and according to the information andexplanation given to us, there are no transactionscovered by the register maintained under section 301and exceeding during the year Rupees five lakhs inrespect of each party.

(vi) The Company has not accepted any deposits from thepublic.

(vii) The Company has a system of internal audit which, in ouropinion, is commensurate with its size and nature ofbusiness.

(viii) The Central Government has not prescribed maintenance

of cost records by the company under Section 209 (1) (d)of the Companies Act , 1956.

(ix) (a) Acc ording t o the re co rds, i nforma tion a ndexplanations given to us, the Company is generallyregular in depositing with appropriate authoritiesundisputed statutory dues in respect of providentfund, employees state insurance dues, InvestorEducation and Protection fund, income-tax, wealth-tax, sales-tax, service tax, excise duty, cess andother statutory dues applicable to it and noundisputed amounts payable were outstanding ason 31st March, 2008 for a period of more than six

months from the date they become payable.(b) According to the information and explanation given

to us the following are the details of disputed SalesTax, Employees State Insurance dues and ExciseDuty that have not been deposited with theconcerned authorities.

NAME OF THE FORUM WHERE UNPAIDSTATUTORY DISPUTE IS AMOUNT

DUTIES PENDING (Rs. in lacs)

SALES TAX Karnataka Sales TaxKarnataka Sales Appellate Tribunal 90-91 5.48Tax

ESI Principal Labour Court,Chennai 1.18

EXCISE DUTY Central Excise & ServiceTax Appellate Tribunal 22.84

(x) The company does not have any accumulated losses atthe end of the financial year and has not incurred cashlosses during the financial year and in the immediatelypreceding financial year.


15/3115

(xi) In our opinion and according to the information andexplanations given by the management, the Company hasnot defaulted in repayment of dues to Banks..

(xii) According to the information and explanations given to us,the Company has not granted loans and advances on thebasis of security by way of pledge of shares, debenturesand other securities.

(xiii) The Company is not a chit/nidhi/mutual benefit fund/societyand hence clause xiii of the Order is not applicable.

(xiv) The Company is not dealing or trading in shares, securities,debentures and other investments and hence clause xivof the order is not applicable.

(xv) According to the information and explanations given to usthe Company has not given any guarantee for loans takenby others from bank or financial institutions.

(xvi) In our opinion and according to the information andexplanations given by the management, the term loanswere applied for the purpose for which they were obtained.

(xvii) According to the information and explanation given to usand on an overall examination of the Balance Sheet, inour opinion, the Company has not used any funds raisedon short-term basis towards long-term investment.

(xviii) During the ye ar, the Company ha s not made anypreferential allotment of shares to parties and companiescovered in the register maintained under Section 301 ofthe Act.

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any money by public issuesduring the year.

(xxi) According to the information and explanations given to usby the management and based on audit proceduresperformed no fraud on or by the company has been noticedor reported during the course of our audit.

For SUNDARAM & SRINIVASANChartered Accountants

M. PADHMANABHANPlace : Chennai PartnerDate : 29 th May 2008 Membership No. F13291


16/3116


31st March, 2008 31 March, 2007Rs. Rs . Rs. Rs.

SCH.SOURCES OF FUNDS

SHARE HOLDERS FUNDSShare Capital 1 16,473,900 16,473,900Reserves & Surplus 2 76,654,028 93,127,928 46,314,657 62,788,557LOAN FUNDSSecured Loan 3 229,770,801 129,346,502Unsecured Loan 4 70,000,000 299,770,801 65,198,255 194,544,757DEFERRED TAX LIABILITY 7 1,256,299

Total 394,155,028 257,333,314APPLICATION OF FUNDSFIXED ASSETS

Gross Block 5 82,932,251 34,355,894Less: Depreciation 13,555,290 9,454,009Net Block 69,376,961 24,901,885Capital Work-in-progress 1,971,976

71,348,937 24,901,885INVESTMENTS 6 120,152 112,312DEFERRED TAX ASSET 7 37,254CURRENT ASSETS, LOANSAND ADVANCESCURRENT ASSETS

Interest accrued 535,028 479,600

Inventories 8 68,073,300 55,103,833Debtors 9 247,607,275 166,505,453Cash and Bank Balances 10 13,693,730 13,819,309

LOANS AND ADVANCES 11 350,252,781 157,096,553680,162,114 393,004,748

Less: CURRENT LIABILITIESAND PROVISIONS

Current Liabilities 12 332,401,370 146,831,559Provisions 13 25,074,805 13,891,326

357,476,175 160,722,885NET CURRENT ASSETS 322,685,939 232,281,863Total 394,155,028 257,333,314

NOTES ON ACCOUNTS 21SIGNIFICANT ACCOUNTING POLICIES 22

BALANCE SHEET AS AT 31ST MARCH 2008

As per our report of even date On behalf of the BoardFor SUNDARAM & SRINIVASANChartered Accountants

M. PADHMANABHANPartner M.A.M. ARUNACHALAMChennai R. VANDANA K.T. KUMAR29 th May, 2008 Secretary Directors


17/3117

2007-08 2006-07

Rs. Rs . Rs. Rs.SCH.INCOMEContract Revenue 14 665,494,700 443,328,580Merchant Sales 14,589,165 6,910,984Other Income 15 2,286,917 682,370,782 1,901,843 452,141,407EXPENDITURE(Increase)/decrease in work in progress 16 (15,357,928) 956,689Contract expenses 17 592,129,084 395,803,785Cost of merchant sales 14,267,146 6,829,732Salaries & other benefits 18 15,701,507 9,697,198Other expenses 19 12,585,055 9,148,315Interest on borrowings 20 6,009,175 2,008,817

Depreciation 4,287,269 2,514,545629,621,308 426,959,081

PROFIT BEFORE TAXATION 52,749,474 25,182,326Provision for taxationCurrent tax 8,170,000 4,485,000Deferred tax 2,962,242 196,033Fringe benefit tax 330,372 11,462,614 205,302 4,886,335

PROFIT AFTER TAX 41,286,860 20,295,991

Add : Taxation relating to earlier years 105,070Add : Taxation relating to earlier years

From Coramandel Holdings & MineralsLtd . on Amalagamation 1,235

Less :Transfer to general reserve 16,500,000 2,100,000Prosposed dividend 6,589,560 4,118,475Tax on proposed dividend 1,117,260 699,935Add : Transfer from Coramandel Holdings &

Minerals Ltd . on Amalagamation 2,197,868Balance brought forward 19,506,440 3,824,686BALANCE CARRIED TO BALANCE SHEET 36,586,480 19,506,440

EARNINGS PER SHAREBasic / diluted Rs. 25.06 12.32(Schedule 21, note 14)

NOTES ON ACCOUNTS 21

SIGNIFICANT ACCOUNTING POLICIES 22

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2008

As per our report of even date On behalf of the BoardFor SUNDARAM & SRINIVASANChartered Accountants



18/3118


31st March, 2008 31st March, 2007Rs. Rs.

SCHEDULE 1:SHARE CAPITAL:AUTHORISED4,000,000 Equity shares of Rs.10/- each 40,000,000 40,000,000ISSUED AND SUBSCRIBED627,095 Equity shares of Rs.10/- each 6,270,950 6,270,950144,000 Equity shares of Rs.10/- each issuedas Bonus shares by capitalisation of General Reserve 1,440,000 1,440,000876,295 Equity shares of Rs.10/- each issued inpursuance of Scheme of amalgamation ofPollutech Ltd. and Coromandel Prodorite P. Ltd. withCoromandel Engg. Co. Ltd. 8,762,950 8,762,950

16,473,900 16,473,900SCHEDULE 2 :RESERVES AND SURPLUS:CAPITAL RESERVEAs per last Balance Sheet 724,230 724,230INVESTMENT ALLOWANCE RESERVEAs per last Balance Sheet 7,770,986 7,770,986GENERAL RESERVE 18,313,000 15,500,000Add: Transfer from Profit & loss account 16,500,000 2,100,000Add: Transfer on Amalgamation from Coromandel

Holdings & Minerals Ltd 713,000Less: Transitional Adjustment on account of Employee

Benefits as per AS - 15 (R) net of deferred tax (Refer Note 3 of Schedule 21 Notes on Accounts) 3,240,668

31,572,332 18,313,000

Surplus in Profit and loss account 36,586,480 19,506,44076,654,028 46,314,657SCHEDULE 3 :SECURED LOANS:(i) Term Loan

From HDFC Ltd * 47,500,000 47,500,000From Indian Bank ** 35,394,146 7,536,400From Sundaram Finance Ltd # 3,185,061 4,926,551From Cholamandalam DBS Finance # 9,858,406

95,937,613 59,962,951* Secured by equitable mortage of land

** Secured by Hypothecation of equipments purchasedout of the Loan, Stock, WIP, Receivables & otherFixed Assets

# Secured by Hypothecation of specific machineries(ii) Over Draft from Bank 133,833,188 68,784,174

(Secured by Hypothecation of Stock, WIP, Receivables &Fixed Assets)

(iii) Others - Hire Purchase Finance 599,377(Secured by the Assets under Hire Purchase)

229,770,801 129,346,502SCHEDULE 4 :UNSECURED LOANS :Inter-corporate Deposit 70,000,000 65,000,000Staff Housing Loan from HDFC LTD 198,255

70,000,000 65,198,255

SCHEDULES TO ACCOUNTS


19/3119

COROMANDELENGINEERING CO.LTD.

SCHEDULE 5 :

FIXED ASSETS:

GROSSBLOCK

DEPRECIATION

NETBLOCK

Sl.

Asat

Asat

Asat

Forthe

Asat

Asat

A

sat

No.

TypeofAsset

01-04-07

Additions

Deletions

31.03.08

31.03.07

Deletions

year

31.03.08

31.03.08

31.03.07

Rs.

Rs.

Rs.

Rs.

Rs.

Rs.

Rs.

Rs.

Rs.

Rs.

1

a)MachineryPlant

andEquipments

28,835,272

44,654,784

73,490,056

5,673,691

3,277,747

8,951,438

64,538,618

23,161,581

b) Vehicle-Others

1,197,726

2,992,121

1,050,000

3,139,847

345,885

180,058

223,334

389,161

2,750,686

851,841

2

Furniture&Fixture

1,122,680

170,968

1,293,648

1,090,079

186,821

1,276,900

16,748

32,601

3

OfficeAppliances

1,204,016

259,870

24,042

1,439,844

1,000,814

5,930

116,081

1,110,965

328,879

203,202

4

Computer

1,994,385

1,572,656

3,567,041

1,341,725

483,286

1,825,011

1,742,030

652,660

5

Library

1,815

1,815

1,815

1,815

TOTAL

34,355,894

49,650,399

1,074,042

82,932,251

9,454,009

185,988

4,287,269

13,555,290

69,376,961

24,901,885

Capitalitem in

progress

1,971,976

1,971,976

1,971,976

71,348,937

24,901,885

PreviousYear

15,079,093

19,815,784

538,983

34,355,894

7,140,484

201,020

2,514,545

9,454,009

24,901,885

7,938,609


20/3120


31st March ,2008 31st March, 2007Nos. Rs. Nos. Rs. Rs.

SCHEDULE 6:INVESTMENT AT COST:LONG TERM INVESTMENTSSHARES IN COMPANIES - Trade

a QUOTED (Equity Shares of Rs.10/- eachfully paid)S R F Ltd 440 22,950 200 12,150Add : Transfer on Amalgamation 240 10,800

440 22,950S R F Polymers Ltd 48 24Add : Transfer on Amalgamation 24

48

Transfer on Amalgamation

Cholamandalam DBS Finance Ltd. 206 14,823 150 6,983

Cholamandalam DBS Finance Ltd. -Detachable Share warrants 56

Consolidated Foundations India Ltd 120 4,082 120 4,082

Hindustan Constn.Co.Ltd 200 1,230 200 1,230

Navabharat Ferro Alloys Ltd 1,000 18,600 1000 18,600

Rock Cabco Ltd 100 1,950 100 1,950Skanska Cementation India Ltd. 100 5,364 100 5,364V M Jog Constructions Ltd 400 5,256 400 5,256Vajra Granties Ltd 100 1,000 100 1,000Larsen & Toubro Ltd* 435 37,619 435 37,619

Ultra tech Cement Limited * 348 348 *(Pursuant to the scheme of arrangement,against 870 shares held in L&T, allotednew shares of Rs. 2/- each fully paid in L&Tin the ratio of 1:2 and shares of Rs. 10/-each fully paid in the ratio of 2:5 inUltraTech Cement.)

b. UNQUOTEDInvestment of Subsidiary company 3,100,000LESS : Transfer on Amalgamation 3,100,000

Transfer on AmalgamationCharmvell Electronics Ltd-Rs.100/-per share 500 500 50,000Less: Provision for diminution invalue of investments 50,000

DEBENTURE QUOTEDHindustan Dorr Oliver Ltd 50 7,278 50 7,278TOTAL 120,152 112,312Market Value - Quoted Investments 1,808,702 1,184,347

Addition during the year Chola DBS Finance Ltd.-Right Shares with 1 detachable share warrant foreach share alloted on Right Basis 56 7,840


21/3121


SCHEDULE 7:

DEFERRED TAX ASSET:

Opening Deferred Tax Asset / (Liability) 37,254 233,287

Transitional Adjustment- Incentive 1,177,146 - Leave Encashment 70,046 - P.F. Trust Liability 421,497

1,705,943 233,287

Timing difference reversal on account of :- Depreciation (259,661)- Incentive (1,177,146)

- P.F. Trust Liability (2,876) Timing Difference:

- Depreciation (1,860,737) - Leave encashment 78,517 63,628

(1,256,299) 37,254

SCHEDULE 8:

INVENTORIES:

(At lower of cost or net realisable value as certified bythe Management)(i) Materials at Sites & Land 50,141,696 52,530,157

(ii) Work in Progress 17,931,604 2,573,67668,073,300 55,103,833

SCHEDULE 9:

SUNDRY DEBTORS:

UNSECURED CONSIDERED GOOD

Outstanding For:

Over Six Months 40,253,614 44,130,360

Others 207,353,661 122,375,093

247,607,275 166,505,453

SCHEDULE 10:

CASH AND BANK BALANCES:

Cash on hand 336,978 73,876

With Scheduled Banks:1. In Current Accounts 2,326,953 2,712,0252. In Guarantee Margin Deposit 11,029,799 11,033,408

13,693,730 13,819,309


22/3122


SCHEDULE 11:

LOANS AND ADVANCES:Advances - (Unsecured - Considered good)

Advances recoverable in cash orkind or for value to be received 143,046,426 63,996,114

Unbilled Contract in progress 177,308,469 74,506,960

Tender & Security deposits 2,811,315 1,676,315

Tax deducted at Source & Adv.Tax 27,086,571 16,917,164

350,252,781 157,096,553

SCHEDULE 12:

CURRENT LIABILITIES:

Sundry Creditors 59,255,993 43,807,110Adv. for Contracts/Jobs/Customers 214,148,862 88,132,766

Unclaimed Dividend * 91,469

Other Liabilities 58,905,046 14,891,683

332,401,370 146,831,559

* To be transferred to Investor Education Protection fund - Nil

SCHEDULE 13:

PROVISIONS:

Provision for Taxation 17,367,985 9,072,916

Proposed Dividend 6,589,560 4,118,475

Tax on Proposed Dividend 1,117,260 699,93525,074,805 13,891,326

2007-08 2006-07Rs. Rs.

SCHEDULE 14:

CONTRACT REVENUE :

Proceeds on Contract 547,311,797 372,001,494

Unbilled contract revenue 118,182,903 71,327,086

665,494,700 443,328,580

SCHEDULE 15:

OTHER INCOME:

I. Interest Receipts on:

(a) Loans to Staff 309 926

(b) Deposits with Banks & Others 980,204 1,083,555

ii. Dividends - Others 23,832 35,283

iii. Miscellaneous Receipts (includesScrap sales Rs.1,185,369/- (PY Rs.228,153/-) 1,281,348 782,079

iv. Profit on sale of assets 1,224

2,286,917 1,901,843



23/3123

2007-08 2006-07Rs. Rs.

SCHEDULE 16:

(INCREASE) / DECREASE IN WORK IN PROGRESS

Opening Work in Progress 2,573,676 3,530,365

Closing Work in Progress 17,931,604 2,573,676

(15,357,928) 956,689

SCHEDULE 17:

CONTRACT EXPENSES:

Material and Stores Consumed 260,565,719 168,699,156

Power, Oil, Water & Electricity 5,636,072 3,336,616Salaries, Wages & Allowances 33,471,973 18,502,427

Staff Welfare Expenses 1,361,093 1,131,072

Sub-Contracts Labour and Watch and Ward 228,018,673 156,091,412

Insurance (including workmens Compensation) 3,029,676 2,211,629

Plant Hire & Testing Charges 12,806,081 14,139,529

Transport charges & Vehicle running expenses 7,454,375 9,722,613

Travelling and Conveyance 3,190,605 3,008,069

R&M Plant & Machinery 466,114 1,071,785

Rent, Rates & Taxes 4,301,336 3,196,158

Technical & Professional Charges 1,386,747 1,147,164

Postage, Telegram & Telephone 598,384 466,177

Printing & Stationary 306,781 285,281

Advertisement 1,383,773 470,898

Bank Charges & Guarantee Commission 1,250,712 1,225,522

Commitment Charges 804,821 271,470

Finance Charges for Contracts 25,785,508 10,668,515

Miscellaneous Expenses 310,641 158,292

592,129,084 395,803,785

SCHEDULE 18:

SALARIES & OTHER BENEFITSStaff salaries & Allowances 8,702,653 5,947,880Contribution to Provident and other funds 4,323,492 2,171,436Staff Welfare expenses 2,675,362 1,577,882

15,701,507 9,697,198


24/3124


2007-08 2006-07Rs. Rs.

SCHEDULE 19:OTHER EXPENSES

Rent 2,086,918 968,636

Rates and Taxes 390,229 593,702

Printing and Stationery 660,012 458,142

Tender forms 173,742 62,974

Postage, Telegrams and Telephones 524,898 435,767

Electricity Charges 825,085 404,492

Directors Sitting fees 48,000 51,000

Travelling and Conveyance 1,005,194 710,497

Advertisement Expenses 415,754 659,394

Bank Charges 377,521 570,858

Legal Expenses and Prof. Charges 1,724,558 1,352,271

Auditors Remuneration 280,901 306,420

Insurance 1,557,153 854,063

Donations/Contributions 101,000 50,000

Subscription and Periodicals 16,305 15,759

Staff Training Expenses 17,955 38,945

Repairs & Maintenance of Office Building 330,193 262,927

Repairs & Maintenance of Office Appliances / Others 616,531 404,859

Bad Debts writtenoff 676,689

Loss on sale of fixed assets 419,463 232,120

Miscellaneous Expenses 2,700

Commitment and processing fees 1,013,643 36,100

12,585,055 9,148,315

SCHEDULE 20:

INTEREST ON BORROWINGS & FINANCE COSTS

(a) Interest on:Over Draft from Bank 2,400,623 1,349,599

Term Loan :

From Banks 2,254,096 361,962

From others 1,301,089 202,025

(b) Hire Purchase Finance Charges 53,367 95,231

6,009,175 2,008,817


25/3125

31st March, 2008 31st March, 2007

Rs. Rs.

SCHEDULE 21:NOTES ON ACCOUNTS:

1. Previous years figures have been regrouped/ reclassified to conform to the current year

2.1 Estimated amount of Contractsremaining to be executed onCapital Account not provided for 2,257,281

2.2 Other monies for which thecompany is contingently liable:

(i) Guarantees issued by CompanysBankers for which the Company hasgiven counter guarantees. 28,999,541 32,760,684

(Net of guarantees forRs.4,159,209/- for which liabilitiesexisting in the books of accounts.)

(ii) Estimated liability on accountof certain taxes and duties not provided

A) Sales Tax

Karnataka Sales Tax Asst.Year 1990-91after adjusting deposit of Rs.112,000/- 548,284 548,284

B) Employees State Insurance

Demand disputed (Net of Rs.120,170/-deposited included in Advancesrecoverable under Loans and Advances) 118,600 118,600

C) Income Tax

For Assessment year 2005-06 appeal is pending onvarious matters before CIT (Appeals) 189,549

D) Excise Duty

Demand under dispute decided in favour of theCompany pending before CESTAT based onDepartment appeal (Net of Rs.9,53,856/- depositedwith Central Excise Authority included under Loans & Advances) 2,283,985

3. Pursuant to Accounting Standard-15 (Revised) onEmployee Benefits, the Company has reassessed the liabilityas on 01.04.2007 on various benefits. Additional liabilityarising thereon amounting to Rs.32.41 Lakhs ( net of defferredtax Rs.16.69 Lakhs) has been adjusted against GeneralReserve in accordance with the transitional provisions in theAccounting Standard. Further , as result of this change ,charge to the Profit & Loss Account for the year is higher andconsequently profit for the year is lower by Rs.13.87 Lakhs.


26/3126


SCHEDULE 21:NOTES ON ACCOUNTS (Contd.):

Other disclosures, as required under AS-15(Revised)on Employee Benefits:

Provident Fund Leave Encashment Gratuityi) Present value of projected benefit obligations as

at 1.4.2007 20,945,841 1,231,000 2,122,053ii) Service Cost 4,469,165 255,202 246,424iii) Interest Cost 1,656,981 97,000 151,372iv) Actuarial Gains/(Losses) (91,129) (93,000) 364,854v) Past Service Cost vi) Benefits paid (978,583) (28,202) (207,519)vii) Present value of projected benefit obligations

as at 31.3.2008 26,002,275 1,462,000 2,677,184viii) Fair value of Plan assets as at 31.3.2008 24,770,672 2,278,984

ix) Liability recognised in the Balance Sheet 1,231,603 1,462,000 398,200x) Amount charged to Profit & Loss Account 4,349,205 259,202 398,200xi) Actuarial assumptions:

a) Discount rate 7.75% 8.00% 8.00%b) Expected rate of salary increase 6.00% 6.00%c) Expected rate of return on Plan Assets 8.20% 0.00% 8.00%

xii) Percentage of each category of Plan Assets toTotal Fair value of Plan Assets as at 31.3.2008:a) Govt. of India Securities 21.11% b) State Govt.Securities 19.83% c) Special Deposit Scheme, 1975 19.28% d) Others 39.78% e) Administered by LIC 100.00%

4. Tender & Security Deposit in Schedule 11 include:(*)i) Fixed Deposit with a scheduled Bank 1,000 1,000ii) KissanVikas Patra 19,000 19,000iii) 6 Year N S C VIII issue 108,200 65,700

(*) Held by Commercial Tax & Other Authorities asSecurity Deposit

31st March, 2008 31st March, 2007Rs Rs

5. (a) Salary and allowances include:Retirement benefits paid on accountof Leave encashment 28,202 73,310

(b) Sundry Creditors include:(i) Total outstanding dues of

Small Scale Industrial undertakings 25,777 26,775(ii) Names of Small Scale Industrial

Undertakings to whom the amounts is due :Tesla Magnetics Pvt. Ltd.

(c) The Company has not received any intimation fromsuppliers regarding their status under the Micro Smalland Medium Enterprises Development Act, 2006 andhence, disclosures, if any, relating to amounts unpaidas at March 31, 2008 together with interest paid/payableas required under the said Act have not been given.


27/3127


Rs. Rs.SCHEDULE 21:

NOTES ON ACCOUNTS (Contd.):

6. Income tax deducted at source on:Interest receipts 199,753 113,573

7. Auditors Remuneration (includedin Schedule No.19)

(a) Statutory Audit Fees 110,000 100,000

(b) Tax Audit Fees 40,000 25,000

(c) Out of Pocket expenses 40,000 25,000

(d) Taxation matters 85,000

(e) Other Services 60,000 50,000

(f) Service tax 30,901 21,4208. Turnover:

a. Contract Revenue 665,494,700 443,328,580(Includes retention) 36,578,746 26,475,247

b. Scrap & Sundry Sales 1,185,369 228,153

c. Merchant Sales 14,589,165 6,910,984

9. Construction activity is covered under para 3 ii (C)of part II of Schedule VI of Companies Act Grossincome of construction activities (Contract Revenueas per Schudle No. 14 )

10. A) AS-7 disclosure for Contracts in Progress:

a) Contract revenue recognised 649,803,696 380,736,442

b) Contract costs incurred and recognised profits 612,359,657 354,573,048

c) Advances received 214,148,861 17,474,235

d) Retention 31,994,437 22,214,717

e) Due from customers 177,308,469 77,080,636

11. Managerial Remuneration:-

Directors Sitting Fees 48,000 51,000

12. Quantitative detailsTrading Items Qty QtyCement - Purchase (MT) 3376 14,109,990 2025 6,829,732

Turnover (MT) 3376 14,389,165 2025 6,910,984Concreter Mixture Machine - Purchase (Nos) 2 157,156

- Turnover (Nos) 2 200,000

13. Assets acquired under Hire purchase (Cars)a) Net carrying amount (WDV) 912,165b) Total lease payments 637,965

Less : Future interest liability 38,588Present value of lease payments Installment due 599,377- not later than 1 year 388,320- later than 1 year 249,645


28/3128



Rs. Rs.SCHEDULE 21:

NOTES ON ACCOUNTS (Contd.):

14. Basic /Diluted earnings per share:- Profit attributable to the Equity

shareholders (Rs.) 41,286,860 20,295,991- No. of Equity shares outstanding

during the year 1,647,390 1,647,390- Nominal value of equity shares (Rs.) 10 10

- Basic / Diluted Earnings per share (Rs.) 25.06 12.3215. Deferred tax asset on account of Unabsorbed

Capital Loss on sale of investments / provision fordiminution in value of investments not recognisedin the accounts on the basis of prudence in accordancewith Accounting Standard 22 - Accounting for taxes on Income 1,799,274 1,799,274

16. The company is engaged in Construction activity andas there is no other activity, separate segmental reportingas per Accounting Standard 17 is not applicable

17. Earnings in Foreign exchange :Collection from allottees of flats 1,044,000

18. Related Party Transactions :Mr. G. Viswanath Kumar Sr. Vice President Key ManagementPersonnalRemuneration to Key Management Personnel 2,765,209 1,620,827


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SCHEDULE 22:SIGNIFICANT ACCOUNTING POLICIES:1. Basis of Accounting

The Income and Expenditure are accounted on accrual basis.All Assets and Liabilities of the company are recorded athistorical cost. These costs are not adjusted to reflect thechanging value in the purchasing power of the money.

2. Revenue Recognitioni) Revenue in respect of construction contracts is recognised

on percentage of completion method. Percentage ofcompletion is arrived at as the proportion of contract costsincurred (including directly attributable borrowing costs)up to the balance sheet date to the estimated total contractcosts.

ii) Dividend from investments is accounted when received.3. Contract Revenue / Sales

i) Revenue in respect of billed and unbilled contracts/

property development in progress includes recognisedprofits based on percentage of completion and retentionon bills. Provision for expected losses is made irrespectiveof percentage of completion.

ii) Bill raised for value of work done in respect of completedand ongoing contracts including retention on bill isdisclosed as proceeds on contracts.

iii) Sale of goods and services are recognised when thegoods are delivered or services rendered.

iv) Sales are recorded net of trade discounts / rebatesexclusive of sales tax.

4. Fixed Assetsi) Fixed Assets are carried at cost less accumulated

depreciation.ii) Depreciation on Fixed Assets is provided on Straight Line

Method as per Schedule XIV of the Companies Act, 1956.iii) Depreciation on impaired assets is provided by adjusting

the depreciation charge in the remaining periods so as toallocate the assetss revised carrying amount over itsremaining useful life.

5. InvestmentsAll Investments are valued at cost. Diminution in the value ofinvestments other than temporary in nature is provided for.

6. Inventoriesi) Materials at Site are valued at cost on FIFO method.ii) Work-in Progress in respect of contracts and property

development till attaining a reasonable progress level isvalued at cost.

7. Borrowing CostsBorrowing costs that are attributable to the acquisition orconstruction of assets that necessarily takes substantial period

of time to get ready for intended use are treated as part of thecost of such assets. All other borrowing costs are charged torevenue.

8. Employee Benefitsa. Provident Fund

Contributions are made to the Companys EmployeesProvident Fund Trust in accordance with the fund rules.The interest rate payable by the trust to the beneficiariesevery year is being notified by the Government. TheCompany has an obligation to make good the shortfall, ifany, between the return from the investments of the trustand the notified interest rate and also any deficiency inthe fair value of plan assets and fund accumulations.Liabilities on these is accounted based on actuarialvaluation as at the Balance Sheet date.The Company also contributes to a governmentadministered pension fund on behalf of its employees.

b. Leave EncashmentLiability due to leave encashment benefit is accountedbased on actuarial valuation.

c. GratuityThe Company makes annual contribution to a GratuityFund administered by trustees and managed by LIC.Liability for future gratuity benefits is accounted based onactuarial valuation, as at the Balance Sheet date,determined every year by LIC using the Projected UnitCredit method.

d. SuperannuationFixed contributions to the Superannuation Fundadministered by trustees and managed by LIC, arecharged to the Profit and Loss Account. The Companyhas no liability for future Superannuation Fund benefitsother than its annual contrubution and recognizes suchcontributions as an expense in the year incurred.

e. Short term employee benefitShort term employee benefits are recognized as anexpense as per the Companys scheme based onexpected obligation on undiscounted basis.

9. TaxationProvision is made for income tax based on liability estimatedto arise, in accordance with the Income Tax Act, 1961.Deferred tax resulting from timing difference between bookand tax profits are accounted for at the current rate of tax.

10. Provisions & Contingent LiabilitiesProvision are recognized for known liabilities that can be

measured where the company has a present obligation as aresult of past event. Contingent liabilities are disclosed byway of note.

Signature to Schedules 1 to 22As per our report of even date On behalf of the BoardFor SUNDARAM & SRINIVASANChartered Accountants


Sign


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Coromandel Engg AR07-08

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