Top Banner

of 63

Ingersoll Rand 2008

Mar 02, 2016

Download

Documents

kpved92

Balance Sheet
Welcome message from author
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
  • CMYK

    Ingersoll-Rand (India) Limited 86th Annual Report 2007-2008

  • CMYK

    INGERSOLL - RAND (INDIA) LIMITED

    BOARD OF DIRECTORS

    Mr. Daljit L. Mirchandani Chairman

    Mr. Dean Iacopetti

    Mr. Hemraj C. Asher

    Mr. Darius C. Shroff

    REGISTERED OFFICE & OFFICERS

    CORPORATE OFFICE

    106/10-11-12, Amruthahalli, Mr. Daljit L. Mirchandani President (upto April 30, 2008)

    Byatarayanapura, Bellary Road,

    Bangalore - 560 092 Mr. Jaideep Wadhwa Vice President & General Manager

    (Manager under the Companies Act, 1956 w.e.f. May 1, 2008)

    Mr. B. Jayaraman Vice President - Finance

    Mr. Prasad Y. Naik Vice President - Information Technology

    COMPANY SECRETARY

    Mr. P. R. Shubhakar

    AUDITORS

    Price Waterhouse, Bangalore

    REGIONAL AND OTHER OFFICES SOLICITORS

    Ahmedabad-Bangalore-Chennai- Crawford Bayley & Co., Mumbai

    Indore-Jamshedpur-Kolkata-Mumbai-

    Nagpur-New Delhi-Pune-

    Secunderabad-Surat BANKERS

    Bank of America Bank of India

    Citibank N. A. Central Bank of India

    Standard Chartered Bank

    MANUFACTURING FACILITY REGISTRAR AND SHARE TRANSFER AGENTS

    22-29, G.I.D.C. Estate, TSR Darashaw Limited

    Naroda, 6-10, Haji Moosa Patrawala Ind. Estate,

    Ahmedabad - 382 330 20, Dr. E. Moses Road, Mahalaxmi,

    Mumbai - 400 011.

  • 1A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    HIGHLIGHTS OF THE YEAR

    2007-08 2006-07

    Domestic Sales Rs. 4,339.41 million Rs. 5,468.42 million

    Export Sales Rs. 967.16 million Rs. 1,004.80 million

    Total Sales Rs. 5,306.57 million Rs. 6,473.22 million

    Profit before tax Rs. 3,756.89 million Rs. 749.26 million

    As a % of sales 70.80 11.57

    Profit after tax Rs. 2,805.33 million Rs. 464.83 million

    As a % of sales 52.87 7.18

    Return on total

    resources (%) 33.73 7.24

    Net worth per share Rs. 222.49 Rs. 140.64

    Earnings per share Rs. 88.87 Rs. 14.72

    Price earnings ratio 3.02 times 18.87 times

    Dividend per share Rs. 6.00 Rs. 6.00

    Cover 14.8 times 2.5 times

    Net sales/total assets 0.6 times 0.9 times

    Profit after tax/gross

    fixed assets (%) 450.31 47.28

    No. of employees 556 822

    No. of shareholders 21,235 17,775

    DISTRIBUTION SCHEDULE OF SHAREHOLDINGSDISTRIBUTION SCHEDULE OF SHAREHOLDINGS

    Number of Shares Percentage(%)

    Principals 23,360,000 74%

    Institutional Investors 1,853,307 6%

    (Includes Govt./Govt. sponsored

    Financial Institutions/Foreign Banks/

    Other Banks/Mutual Funds)

    Bodies Corporate & Trusts 980,871 3%

    Directors and their relatives 86,600 0%*

    Others 5,287,222 17%

    Total 31,568,000 100%

    * Less than 1%

  • 2CMYK

    NOTICE

    Notice is hereby given that the Eighty-sixth Annual General Meeting

    of Ingersoll - Rand (India) Limited (the Company) will be held at

    Goldfinch Hotel, 32/3, Crescent Road, High Grounds, Off. Kumara

    Krupa Road, Bangalore 560 001 at 12.30 p.m. on Friday, August 22,

    2008 to transact the following business: -

    ORDINARY BUSINESS

    1. To receive, consider, approve and adopt the audited balance

    sheet as at March 31, 2008 and profit and loss account for the

    year ended on March 31, 2008 and the reports of the Directors

    and the Auditors.

    2. To declare a final dividend for the year ended on March 31, 2008.

    3. To appoint a Director in place of Mr. Dean Iacopetti, who retires

    by rotation, and, being eligible, offers himself for reappointment.

    4. To appoint M/s. Price Waterhouse, Chartered Accountants, as

    the auditors of the Company to hold office from the conclusion

    of this Annual General Meeting until the conclusion of the next

    Annual General Meeting of the Company on such remuneration

    as agreed upon by the Board of Directors and the Auditors, in

    addition to reimbursement of all out of pocket expenses in

    connection with the audit of the Accounts of the Company for

    the year ending March 31, 2009.

    SPECIAL BUSINESS

    5. To consider, and, if thought fit, to pass, with or without

    modifications, the following resolution as an Ordinary Resolution:-

    RESOLVED THAT pursuant to the provisions of Sections 198,

    269, 309 and other applicable provisions, if any, of the

    Companies Act, 1956, read with Schedule XIII to the Companies

    Act, 1956, approval of the Company be and is hereby accorded

    to the reappointment and terms of remuneration of

    Mr. Daljit L.Mirchandani as the Managing Director of the

    Company, designated as Chairman and President for the period

    April 15, 2008 to April 30, 2008 upon the terms and conditions

    (including the remuneration to be paid in the event of loss or

    inadequacy of profits in the financial year during the aforesaid

    period) as set out in Agreement dated April 8, 2008 entered into

    between the Company and Mr. Daljit L. Mirchandani, with liberty

    to the Board of Directors of the Company to alter, modify and

    vary the terms and conditions of the said reappointment and/or

    Agreement and remuneration, so as not to exceed the limits

    specified in Schedule XIII to the Companies Act, 1956 or any

    statutory modification/re-enactment thereof, as may be agreed

    to between the Board of Directors and Mr. Daljit L. Mirchandani.

    RESOLVED FURTHER THAT the Board of Directors be and is

    hereby authorised to do all such acts, deeds, matters and things

    as may be considered necessary, desirable or expedient for

    giving effect to this resolution.

    6. To consider, and, if thought fit, to pass, with or without

    modifications, the following resolution as an Ordinary Resolution:-

    RESOLVED THAT pursuant to the provisions of Sections 198,

    269, 309 and other applicable provisions, if any, of the

    Companies Act, 1956, read with Schedule XIII to the Companies

    Act, 1956, approval of the Company be and is hereby accorded

    to the appointment and terms of remuneration of

    Mr. Jaideep Wadhwa as the Manager of the Company, designated

    as Vice President and General Manager for the period of 5

    years i.e from May 1, 2008 to April 30, 2013 upon

    the terms and conditions (including the remuneration to

    be paid in the event of loss or inadequacy of profits in the

    financial year during the aforesaid period) as set out in Agreement

    dated April 28, 2008 entered into between the Company and

    Mr. Jaideep Wadhwa, with liberty to the Board of Directors of

    the Company to alter, modify and vary the terms and conditions

    of the said appointment and/or Agreement and remuneration, so

    as not to exceed the limits specified in Schedule XIII to the

    Companies Act, 1956 or any statutory modification/re-enactment

    thereof, as may be agreed to between the Board of Directors and

    Mr. Jaideep Wadhwa.

    RESOLVED FURTHER THAT the Board of Directors be and is

    hereby authorised to do all such acts, deeds, matters and things

    as may be considered necessary, desirable or expedient for

    giving effect to this resolution.

    7. To consider, and, if thought fit, to pass, with or without

    modifications, the following resolution as a Special Resolution:-

    RESOLVED THAT, pursuant to the provisions of Sections 17,

    146 and other applicable provisions, if any, of the Companies

    Act, 1956, the Registered office of the Company be changed

    from 106/10-11-12, Amruthahalli, Byatarayanapura, Bellary Road,

    Bangalore- 560 092 to Plot No. 35, KIADB Industrial Area, Bidadi,

    Ramanagaram Taluk, Bangalore - 562 109 which falls within

    the State of Karnataka but outside the local limits of the City of

    Bangalore.

    RESOLVED FURTHER THAT the Company Secretary be and is

    hereby authorized to make an application with the Registrar of

    Companies seeking its confirmation and to do all such acts,

    deeds, matters and things as may be necessary in connection

    therewith or incidental or ancillary thereto.

  • 3A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    NOTES: -

    (a) The Explanatory Statement pursuant to Section 173 of the

    Companies Act, 1956, (the Act) in respect of item nos. 5, 6

    and 7 is annexed hereto.

    (b) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING

    IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE

    INSTEAD OF HIMSELF, AND THE PROXY NEED NOT BE A

    MEMBER OF THE COMPANY. A PROXY, IN ORDER TO BE

    EFFECTIVE, MUST BE LODGED AT THE REGISTERED OFFICE OF

    THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE

    COMMENCEMENT OF THE MEETING.

    (c) As per Section 192A of the Act, read with the Companies (Passing

    of the Resolutions by Postal Ballot) Rules, 2001, consent of the

    shareholders is required to be obtained by means of voting by

    postal ballot in respect of item no. 7 of this notice (Postal

    Ballot). A postal ballot form and self-addressed postage

    pre-paid envelope is enclosed. The Company has appointed

    Ms. Bhumika Batra of the Law firm of M/s Crawford Bayley &

    Co. as scrutinizer (the Scrutinizer) for conducting the Postal

    Ballot process in a fair and transparent manner.

    Shareholders are advised to read carefully the instructions printed

    in the Postal Ballot form and return the form duly completed in

    all respects in the enclosed self-addressed postage pre-paid

    envelope so as to reach the Scrutinizer on or before the close of

    working hours on July 28, 2008.

    The Scrutinizer will submit her report to the Chairman after

    completion of scrutiny and the result of the voting by Postal

    Ballot will be announced by the Chairman at the Annual General

    Meeting.

    (d) The Register of Members and the Share Transfer Books of the

    Company will remain closed from August 1, 2008 to August 8,

    2008, both days inclusive.

    (e) The final dividend on equity shares as recommended by the

    Directors for the year ended 31st March, 2008 if declared at the

    meeting will be made payable on August 26, 2008 to those

    members whose names appear in the register of members of

    the Company on August 1, 2008. In respect of shares held in

    electronic form, the dividend will be paid to the beneficial owners

    of the shares whose names appear in the list furnished by National

    Securities Depository Limited and Central Depository Services

    (India) Limited for this purpose as on August 1, 2008.

    (f) Members holding shares in electronic form may please note

    that their bank details as furnished by the respective Depositories

    to the Company will be printed on their dividend warrants as per

    the applicable regulations of the Depositories and the Company

    will not entertain any direct request from such members for

    change/deletion in such bank details. Further, instructions, if

    any, already given by them in respect of shares held in physical

    form will not be automatically applicable to the dividend paid

    on shares held in electronic form. Members may therefore give

    instructions regarding bank accounts in which they wish to receive

    dividend, to their Depository Participants.

    (g) Under Section 205A read with Section 205C of the Companies

    Act, 1956, the amount of dividend remaining unpaid or unclaimed

    for a period of seven years from the date of payment is required

    to be transferred to the Investor Education and Protection Fund

    of the Central Government.

    Members who have not encashed the dividend warrant(s) so far

    for final dividend of financial year 2000-2001 or any subsequent

    dividend payment(s) are requested to make their claims to the

    Company / Registrars and Share Transfer Agents immediately.

    Please note that as per Section 205C of the Companies Act,

    1956, no claim shall lie against the Company or the said Investor

    Education and Protection Fund in respect of individual amounts

    which remain unclaimed or unpaid for a period of seven years

    from the due date of payment and no payment shall be made in

    respect of any such claims.

    (h) Members are requested to bring the copy of their Annual Report

    and the Attendance Slip at the Annual General Meeting.

    (i) Members desirous of obtaining any information concerning the

    accounts and operations of the Company are requested to address

    their questions to the Secretary of the Company so as to reach

    atleast seven days before the date of the meeting, so that the

    information required may be made available at the meeting, to

    the best extent possible.

    (j) As required under Clause 49 of the listing agreement of the

    Stock exchanges, the relevant details of person seeking

    re-appointment as Director are furnished in the Corporate

    Governance Report forming part of this Annual Report.

    By Order of the Board of Directors,

    For INGERSOLL - RAND (INDIA) LIMITED

    P. R. SHUBHAKAR

    General Manager - Corp. Finance and

    Bangalore, April 28, 2008 Company Secretary

  • 4CMYK

    ANNEXURE TO NOTICE

    EXPLANATORY STATEMENT

    Pursuant to Section 173(2) of the Companies Act, 1956

    ITEM NO. 5:-

    At the meeting of the Board of Directors of the Company (the Board)

    held on April 8, 2008, the Board has, subject to your approval at this

    meeting re-appointed Mr. Daljit L. Mirchandani as the Managing

    Director of the Company, designated as the Chairman and President

    from April 15, 2008 to April 30, 2008.

    The terms and conditions set out in the agreement dated April 8,

    2008 executed between the Company and Mr. Daljit L. Mirchandani

    (the Chairman and President) on re-appointment are as under:-

    (i) (a) Salary of Rs. 6,92,015/- per month for the Chairman and

    President.

    Bonus / Commission at such rate of the net profits of the

    Company as the Board may decide from time to time.

    (b) Minimum salary and perquisites as mentioned in

    Schedule XIII of the Companies Act, 1956, (the Act)

    shall be paid in the event of absence or inadequacy of

    profits in any year.

    (c) Monetary equivalent of stock options offered by

    Ingersoll Rand Company Limited, USA (IR-USA), as and

    when exercised by the Chairman and President shall be

    paid to him by the Company. The value of stock options

    will be determined at prevailing rates.

    (ii) In addition to salary and commission as per (i) above, the

    Chairman and President shall be entitled to the following

    perquisites:-

    (a) Housing I : The expenditure on hiring unfurnished

    accommodation will be subject to a ceiling of 60% of the

    salary; or

    Housing II : The Company shall provide unfurnished

    residential accommodation to the Chairman and President;

    or

    Housing III : In case no accommodation is provided by the

    Company, a house rent allowance will be paid subject to

    the ceiling as set out in Housing I above.

    Explanation : The expenditure incurred on gas, electricity,

    water and furnishings shall be valued as per the Income

    Tax Rules, 1962. It shall be subject to a ceiling of 10% of

    the salary.

    The Company shall be entitled to use one third of the

    accommodation in all the aforesaid three cases.

    (b) Medical benefit : The benefit of Companys group medical

    benefit scheme or any other scheme for the time being in

    force for the Chairman and President and his family

    including reimbursement of other medical expenses outside

    the purview of the above scheme provided that the total

    expenses thereof shall not exceed one months salary in a

    year.

    (c) Leave Travel Benefit : Leave travel benefit once for every

    year of service for the Chairman and President and his

    family by way of return fare for travel to any place in India

    by air or air conditioned coach as per rules of the Company.

    (d) Personal Accident Insurance : Personal accident insurance

    for a maximum sum assured of Rs. 3,50,00,000/-.

    (e) Fees of Clubs : Membership of two clubs in which the

    Company has corporate membership as Companys

    nominee, the monthly subscription thereto being borne

    and paid by the Company.

    (iii) The Chairman and President shall also be entitled to the benefit

    of provident fund, superannuation fund and gratuity as per

    Companys rules, provided that the Companys contribution to

    the Superannuation Fund shall be upto 15% of the salary,

    provided further that such contribution together with contribution

    to the Provident Fund shall not exceed 27% of the salary as laid

    down in the Income-tax Rules, 1962. Gratuity shall be payable

    at the rate of one months salary for service upto fifteen years

    and one half months salary for the balance years of service.

    (iv) Reimbursement of actual travelling, entertainment and other

    expenses reasonably incurred in or about the business of the

    Company.

    (v) Provision of a motor car and the services of a driver for which

    all the expenses for maintenance and running of the car to be

    borne and paid by the Company for use on Companys business.

    The use of motor car as aforesaid shall not to be considered as

    a perquisite. Use of car for private purposes shall be billed by

    the Company to the Chairman and President.

    (vi) Provision of telephone at the residence. The use of telephone

    shall not to be treated as a perquisite. Long distance personal

    calls will be recovered by the Company.

    (vii) Earned / privilege leave and sick leave in accordance with the

    rules of the Company.

    OTHER CONDITIONS OF APPOINTMENT OF THE CHAIRMAN AND

    PRESIDENT :

    (i) He shall not engage himself directly or indirectly in any other

    business, occupation or employment provided that he may hold

    any other directorships of any other company or companies not

    competing with the business of the Company.

  • 5A N N U A LR E P O R T2 0 0 7 - 2 0 0 8

    86th

    CMYK

    (ii) He shall not divulge or disclose any confidential information orknowledge obtained during the course of employment as to thebusiness or affairs of the Company.

    (iii) He shall not be directly or indirectly concerned or interested inany selling agency of the Company without the prior approval ofthe Central Government.

    (iv) His employment shall forthwith determine if he becomesinsolvent or makes any composition or arrangement with hiscreditors or ceases to be a director of the Company. He shallcease to be a director if this agreement is terminated or otherwisefor any reason he ceases to be Managing Director.

    (v) He shall not be entitled to any fees for attending meetings of theBoard of Directors or Committee thereof.

    (vi) Either party entitled to terminate the Agreement by giving threedays notice in writing.

    (vii) The Company to have the right to terminate his appointmentwith immediate effect, if he be guilty of such inattention to ornegligence in the conduct of the business or of any other act oromission inconsistent with his duties or any breach of theagreement as in the opinion of all other Directors for the timebeing of the Company renders his retirement desirable.

    Your Directors consider that the remuneration and perquisites proposedto be paid to Mr. Daljit L. Mirchandani are commensurate with hisduties and responsibilities and therefore recommend the resolutionfor your approval.

    In compliance with the applicable provisions of the Act, ordinaryresolution in terms as set out in item no. 5 of the accompanyingnotice is now placed before the members in the general meeting fortheir approval.

    The agreement dated April 8, 2008 between the Company andMr. Daljit L. Mirchandani is open for inspection by the members atthe registered office of the Company on all days between 10.30 a.m.and 12.30 p.m. except Saturdays, Sundays and holidays until the dateof the Annual General Meeting.

    An abstract of agreement dated April 8, 2008 and memorandum ofinterest under section 302 of the Act, has been circulated to allmembers of the Company.

    None of the Directors, except Mr. Daljit L. Mirchandani, is concernedor interested in the said ordinary resolution.

    ITEM NO. 6: -

    At the meeting of the Board of Directors of the Company (the Board)held on April 8, 2008, the Board has, subject to your approval at thismeeting appointed Mr. Jaideep Wadhwa as the Manager of theCompany, designated as the Vice President and General Managerfor a period of 5 years from May 1, 2008 to April 30, 2013.

    The terms and conditions set out in the agreement dated April 28,2008 executed between the Company and Mr. Jaideep Wadhwa(the VP & GM) are as under :-

    (i) (a) Salary of Rs. 5,44,847/- per month for the VP & GM.

    Bonus / Commission at such rate of the net profits of theCompany as the Board may decide from time to time.

    (b) Minimum salary and perquisites as mentioned inSchedule XIII of the Companies Act, 1956, (the Act)shall be paid in the event of absence or inadequacy ofprofits in any year.

    (c) Monetary equivalent of stock options offered byIngersoll Rand Company Limited, USA (IR-USA), as andwhen exercised by the VP & GM and shall be paid to himby the Company. The value of stock options will bedetermined at prevailing rates.

    (ii) In addition to salary and commission as per (i) above, the VP &GM shall be entitled to the following perquisites:-

    (a) Medical benefit : The benefit of Companys group medicalbenefit scheme or any other scheme for the time being inforce for the VP & GM and his family includingreimbursement of other medical expenses outside thepurview of the above scheme provided that the totalexpenses thereof shall not exceed Rs. 100,000/- in a year.

    (b) Leave Travel Benefit: Leave travel benefit once for everyyear of service for the VP & GM and his family by way ofreturn fare for travel to any place in India by air or airconditioned coach as per rules of the Company.

    (c) Personal Accident Insurance: Personal accident insurancefor a maximum sum assured of Rs. 2,25,00,000/-.

    (d) Fees of Clubs: Membership of one club in which theCompany has corporate membership as Companysnominee, the monthly subscription thereto being borneand paid by the Company.

    (iii) The VP & GM shall also be entitled to the benefit of providentfund and gratuity as per Companys rules. Gratuity shall bepayable at the rate of one months salary for service upto fifteenyears and one half months salary for the balance years of service.

    (iv) Reimbursement of actual travelling, entertainment and other expensesreasonably incurred in or about the business of the Company.

    (v) Provision of a motor car and the services of a driver for whichall the expenses for maintenance and running of the car to beborne and paid by the Company for use on Companys business.The use of motor car as aforesaid shall not to be considered asa perquisite. Use of car for private purposes shall be billed bythe Company to the VP & GM.

  • 6CMYK

    (vi) Provision of telephone at the residence. The use of telephoneshall not to be treated as a perquisite. Long distance personalcalls will be recovered by the Company.

    (vii) Earned / privilege leave and sick leave in accordance with therules of the Company.

    OTHER CONDITIONS OF APPOINTMENT OF THE VP & GM:

    (i) He shall not engage himself directly or indirectly in any otherbusiness, occupation or employment provided that he may holdany other directorships of any other company or companies notcompeting with the business of the Company.

    (ii) He shall not divulge or disclose any confidential information orknowledge obtained during the course of employment as to thebusiness or affairs of the Company.

    (iii) He shall not be directly or indirectly concerned or interested inany selling agency of the Company without the prior approval ofthe Central Government.

    (iv) His employment shall forthwith determine if he becomesinsolvent or makes any composition or arrangement with hiscreditors.

    (v) Either party entitled to terminate the Agreement by giving threemonths notice in writing.

    (vi) The Company to have the right to terminate his appointmentwith immediate effect, if he be guilty of such inattention to ornegligence in the conduct of the business or of any other act oromission inconsistent with his duties or any breach of theagreement as in the opinion of the Board renders his retirementdesirable.

    Your Directors consider that the remuneration and perquisites proposedto be paid to Mr. Jaideep Wadhwa are comensurate with his dutiesand responsibilities and therefore recommend the resolution for yourapproval.

    In compliance with the applicable provisions of the Act, ordinaryresolution in terms as set out in item no. 6 of the accompanyingnotice is now placed before the members in the general meeting fortheir approval.

    The agreement dated April 28, 2008 between the Company and Mr.Jaideep Wadhwa is open for inspection by the members at theregistered office of the Company on all days between 10.30 a.m. and12.30 p.m. except Saturdays, Sundays and holidays until the date ofthe Annual General Meeting.

    An abstract of agreement dated April 28, 2008 and memorandum ofinterest under section 302 of the Act, has been circulated to allmembers of the Company.

    None of the Directors is concerned or interested in the said ordinaryresolution.

    ITEM NO. 7: -

    The Registered Office of the Company, which was previously locatedat Peenya, Bangalore was changed to Bellary Road, Bangalore uponsale of road development business.

    The Company has taken office space on lease from its associateCompany. This office is located at Plot No. 35, KIADB Industrial Area,Bidadi, Ramanagaram Taluk, Bangalore 562 109. Bidadi falls outsidethe local limits of Bangalore City.

    The Corporate Office of the Company is located at this address andthe Companys senior personnel are now working at this office. YourDirectors believe that not only the Companys business interests andcontacts with the business community as a whole are best served byhaving the registered office at the location of the executive managementof the Company but also it would be more economical and moreefficient to manage the entire operations if the registered office isalso situated at Bidadi, Bangalore.

    Section 146(2) of the Companies Act, 1956 (the Act) provides thatthe registered office of the Company shall not be removed outside thelocal limits of any city, town or village except with the authority of aspecial resolution passed by the shareholders. Section 192A of theAct read with Companies (Passing of the Resolutions by Postal Ballot)Rules 2001 provides that change in place of the registered officeoutside the local limits of any city, town or village as specified insub-section (2) of Section 146 shall be passed through postal ballot.The change in registered office within the State of Karnataka butoutside the local limits of the city of Bangalore does not result inchange in jurisdiction of the Registrar of Companies.

    This resolution has been proposed under Section 146 and Section192A of the Act, read with Companies (Passing of the Resolutions byPostal Ballot) Rules 2001, which require passing of a special resolutionfor the changing of the registered office within the State of Karnatakabut outside the local limits of the City of Bangalore.

    Your Directors recommend the Special Resolution for your approval.

    None of the Directors is concerned or interested in the said resolution.

    By Order of the Board of Directors,

    For INGERSOLL - RAND (INDIA) LIMITED

    P. R. SHUBHAKARGeneral Manager - Corp. Finance and

    Bangalore, April 28, 2008 Company Secretary

  • 7A N N U A LR E P O R T2 0 0 7 - 2 0 0 8

    86th

    CMYK

    DIRECTORS REPORTToTHE MEMBERS,INGERSOLL - RAND (INDIA) LIMITED

    Your Directors have pleasure in submitting the Eighty-sixth Annual Report along with the AuditedBalance Sheet and Profit and Loss Account for the year ended March 31, 2008.

    1. FINANCIAL RESULTS

    (Rupees in Million)

    2007-2008 2006-2007

    Gross Profit 1,004.44 813.87Less: Depreciation 42.45 62.69Less: Interest 8.77 9.12

    Profit before taxation and extra ordinaryand prior period items 953.22 742.06Less: Provision for Current Tax 310.79 290.70

    Deferred Tax for the year (61.44) (15.77)Fringe Benefit Tax 15.41 264.76 7.94

    Net Profit after taxation and before extra ordinaryand prior period items 688.46 459.19Extra Ordinary and Prior Period ItemsAdd: Profit on sale of

    - climate control business 7.70- road development business 1,873.17 - utility equipment, attachments

    & bobcat business 917.46 - investments 37.50

    Less: Voluntary retirement compensation 0.50Gratuity charge for prior years 24.46 Taxation on above 686.80 2,116.87 1.56

    Net Profit 2,805.33 464.83Add: Balance brought forward from Balance Sheet 1,787.85 1,588.81

    4,593.18 2,053.64

    Appropriations:Interim Dividend 94.70 94.70Tax thereon 16.10 13.29Proposed Final Dividend 94.70 94.70Tax thereon 16.10 16.10

    Total Dividend 189.40 189.40Total tax thereon 32.20 29.39

    Total for the year 221.60 218.79General Reserve Account 281.00 47.00Balance carried to Balance Sheet 4,090.58 1,787.85

    4,593.18 2,053.64

    PROFIT BEFORE TAX(in Millions of Rs.)

    0

    500

    1000

    1500

    2000

    2500

    3000

    3500

    3757

    0807060504

    SALES(in Millions of Rs.)

    Export

    Total Sales

    08070605040

    1000

    2000

    3000

    4000

    5000

    5307

  • 8CMYK

    2. MANAGEMENT DISCUSSION AND ANALYSIS

    (a) Industry Structure and Development: The industry witnessed continued buoyancy duringthe year under review. The growth of the manufacturing sector augurs well for the long-term outlook of your Company.

    (b) Segment-wise operational performance: The continuing operations of your Companyrelate to Air Solutions segment only.

    The Air Solutions business grew by 26% in the period under review, aided by strongperformance in domestic sales. The business of providing total solutions to the customerin the field of compressed air systems continued to show strong performance.

    The profit before tax and extra ordinary and prior period items is Rs. 953 million asagainst Rs. 742 million in the previous year.

    (c) Outlook: The outlook for the Air Solutions segment continues to be strong. Air Solutionsbusiness is expected to grow from capacity expansions in the manufacturing sector andrecurring revenue from after-market area.

    (d) Threat and concerns: The markets for all your Companys products continue to beextremely competitive. Material cost escalations on metals and other inputs continue tohave an impact on the profitability. With strong focus on operational efficiency andimprovement in productivity, your Company should be able to retain its position as thepreferred choice of customers.

    (e) Internal control systems and their adequacy: Your Company has effective and adequateinternal control systems, which ensure reliable financial reporting, safeguarding of assetsand adherence to management policies.

    As a subsidiary of an American publicly listed company, your Company complies withthe requirements of the Sarbanes Oxley Act of 2002. The internal audit team and aninternal team of managers check the adequacy of internal controls and its implementationonce in each quarter.

    The internal audit team regularly reports to the Management and the Audit Committee ontheir findings and also on the steps to be taken with regard to deviations, if any.

    (f) Risk Management: The Companys internal control process covers, amongst others,process for identification, assessment and mitigation of various risks, including operational,product and financial risks. Such risks are reviewed and discussed at regular managementreview meetings, where in members of the senior management are present. The risks thatare continuously monitored include, but are not limited to, product, price, cost trends,competition, financing, technical changes, product liability, warranty and insurance risks.

    Normal foreseeable risks to the Companys assets are adequately covered bycomprehensive insurance. Risk assessments, inspections and safety audits are conductedregularly.

    3. SALE OF ROAD DEVELOPMENT, UTILITY EQUIPMENT AND BOBCAT BUSINESSES

    Pursuant to the approval given by the members, your Directors completed the sale of the roaddevelopment business and utility equipment & bobcat business to Volvo India Private Limitedand Doosan International India Private Limited respectively during the year under review.

    4. EXPORTS

    Exports for the year has decreased to Rs. 967 million as against Rs. 1,005 million in theprevious year.

    PROFIT AFTER TAX(in Millions of Rs.)

    0

    500

    1000

    1500

    2000

    2500

    2805

    0807060504

  • 9A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    5. DIVIDEND

    Your company declared an interim dividend at the rate of Rs. 3/- per share, absorbing

    Rs. 94.70 million. Your Directors now recommend payment of a final dividend for the year

    ended March 31, 2008 at the rate of Rs. 3/- per share, bringing the total dividend for the year

    to Rs. 6/- per share (60%).

    The total dividend, if approved by the shareholders at the Annual General Meeting, would

    absorb Rs. 189.40 million out of the profits for the year (previous year Rs. 189.40 million).

    Dividend distribution tax payable by the company amounting to Rs. 32.20 million (previous

    year Rs. 29.39 million) has been appropriated out of profits.

    6. FIXED DEPOSITS

    Fixed deposits were not accepted during the year. There are no unclaimed deposits as on

    March 31, 2008.

    7. DIRECTORS AND MANAGEMENT

    In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of

    Association, Mr. Dean Iacopetti retires by rotation, and being eligible, offers himself for re-

    appointment. As required, details concerning the Director retiring by rotation has been included

    in the Corporate Governance Report.

    Mr. Daljit L. Mirchandani has been reappointed as Managing Director, designated as Chairman

    and President of the Company. This reappointment is effective April 15, 2008 upto April 30,

    2008. Mr. Mirchandani has expressed his desire to retire from the services of the Company.

    He will relinquish office as Managing Director of the Company with effect from close of office

    hours on April 30, 2008. An appropriate resolution in regard to re-appointment of

    Mr. Mirchandani has been set out at item no. 5 of the Notice. He has consented to continue as

    Chairman of the Board effective May 1, 2008.

    Consequent to the retirement of Mr. Mirchandani, Mr. Jaideep Wadhwa has been appointed as

    Manager under the Companies Act, 1956 effective May 1, 2008, for a period of 5 years.

    Mr. Jaideep Wadhwa will discharge duties as Manager subject to the superintendence,

    control and direction of the Board of Directors. An appropriate resolution in regard to appointment

    of Mr. Jaideep Wadhwa has been set out at item no. 6 of the Notice.

    7. DIRECTORS RESPONSIBILITY STATEMENT

    To the best of their knowledge and belief, and according to the information and explanations

    provided to them, your Directors make the following statement, pursuant to Section 217 (2AA)

    of the Companies Act, 1956.

    (a) that in the preparation of annual accounts, the applicable accounting standards have

    been followed;

    (b) that appropriate accounting policies have been selected and applied consistently, and

    judgements and estimates that are reasonable and prudent made so as to give a true and

    fair view of the state of affairs of the Company as at March 31, 2008 and of the profit of

    the Company for the year April 1, 2007 to March 31, 2008;

    (c) that proper and sufficient care has been taken for the maintenance of adequate accounting

    records in accordance with the provisions of the Companies Act, 1956 for safeguarding

    the assets of the Company and for preventing and detecting fraud and other irregularities;

    and

    (d) that the annual accounts have been prepared on a going concern basis.

    GROSS BLOCK(in Millions of Rs.)

    08070605040

    200

    400

    623600

  • 10

    CMYK

    8. CORPORATE GOVERNANCE

    As per Clause 49 of the Listing agreement with the stock exchanges, a separate section on

    Corporate Governance, together with a certificate from the Companys auditors confirming

    compliance, is set out in the Annexure forming part of this report.

    9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

    AND OUTGO

    The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the

    Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is

    annexed hereto and forms part of this Report.

    10. AUDITORS

    Members are requested to appoint auditors for the period from the conclusion of the ensuing

    annual general meeting till the conclusion of the next annual general meeting, and to authorise

    the Board of Directors to fix their remuneration. Messrs. Price Waterhouse retire, and being

    eligible, offer themselves for reappointment.

    Messrs. Price Waterhouse have furnished a written certificate to the Company certifying that, if

    they are appointed auditors of your Company, such appointment would be within the limits

    specified in Section 224 (1) (B) of the Companies Act, 1956.

    11. EMPLOYEES

    The particulars of employees required under Section 217(2A) of the Companies Act, 1956,

    read with Companies (Particulars of Employees) Rules, 1975, as amended, are given along

    with and form part of this Report.

    12. APPRECIATION

    Your Board takes this opportunity to express its sincere appreciation of the excellent contribution

    made by all its employees towards the overall performance of your Company. Your Directors

    also thank all the shareholders, distributors, suppliers, bankers and other business associates

    for their valuable service and support during the year.

    For and on behalf of the Board of Directors

    Daljit L. Mirchandani

    Bangalore, April 28, 2008 Chairman and President

    NET WORTH(in Millions of Rs.)

    2000

    4000

    6000

    08070605040

    7023

  • 11

    A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    REPORT ON CORPORATE GOVERNANCE

    (Pursuant to Clause 49 of the Listing Agreement)

    The following is a report on Corporate Governance code as implemented by your Company.

    A. MANDATORY REQUIREMENTS

    1. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

    Ingersoll Rand (India) Limited as a part of the Ingersoll Rand group is committed to the highest standards of Corporate Governance and

    has over the years practiced good corporate governance and is committed to provide value to all its stakeholders. The Company believes in

    managing its affairs with diligence, transparency, accountability and responsibility. Good Corporate Governance is an integral part of the

    Companys value system. Corporate Governance as a whole entails the conduct and the manner in which the Company deals with its

    stakeholders. The Company is committed to conducting business in accordance with the highest legal and ethical standards, superior

    product quality and services to its customers.

    2. BOARD OF DIRECTORS

    As at March 31, 2008, the Companys Board of Directors headed by its executive Chairman, Mr. D. L. Mirchandani, comprised of 4 Directors,

    out of which, two are independent directors.

    Composition, Status, Attendance at the Board Meetings, and the last Annual General Meeting (AGM):

    Status i.e. Executive No. of Board Attendance

    Name of Director and Non-Executive Meetings at the

    & Independent Held during Attended during last AGM

    the year the year

    Mr. D. L. Mirchandani

    (Chairman & Managing Director) Executive 7 7 Yes

    Mr. Hemraj C. Asher Non - Executive &

    Independent 7 7 Yes

    Mr. Darius C. Shroff Non - Executive &

    Independent 7 7 Yes

    Mr. Dean Iacopetti Non-Executive 7 1 No

    Number of other Companies or Committees the Director (being a Director as on the date of the Directors Report) is a Director or member /

    Chairman respectively:

    Name of Director No. of other Companies on which No. of Committees*

    Director (other than Private [other than Ingersoll-Rand

    Limited Companies) (India) Limited] in which member

    Mr. D. L. Mirchandani

    (Chairman & Managing Director) 2 2

    Mr. Hemraj C. Asher 9 7

    Mr. Darius C. Shroff 7 6

    Mr. Dean Iacopetti NIL NIL

    * Audit Committee and Shareholders / Investors Grievance Committee

    Number of Board Meetings:

    Seven Board Meetings were held during the year 2007-08 on April 28, 2007, June 19, 2007, July 30, 2007, September 7, 2007, October 22,

    2007, January 28, 2008 and March 27, 2008.

    The Company has adopted Codes of Conduct for Executive Directors & Senior Management and Non Executive Directors separately. The

    Managing Director has given a declaration to the effect that all the Directors and Senior Management personnel of the Company have

    affirmed compliance with the Code.

  • 12

    CMYK

    3. REMUNERATION TO DIRECTORS

    The details of remuneration paid to Directors for the year ended March 31, 2008 is as follows:

    Name of Director Sitting Fees Salaries and Perquisites Commission Total

    (Rs.) (Rs.) (Rs.) (Rs.)

    Mr. D. L. Mirchandani

    (Chairman & Managing Director) NIL 29,579,597 6,789,646 36,369,243

    Mr. Hemraj C. Asher NIL NIL 700,000 700,000

    Mr. Darius C. Shroff NIL NIL 700,000 700,000

    Mr. Dean Iacopetti NIL NIL NIL NIL

    Criteria for payments to Executive Directors:

    The fixed component of remuneration to executive directors is paid as recommended by the Remuneration Committee and approved by the

    Board of Directors.

    Executive Directors are paid annual performance related commission based on their performance and achievement of the financial parameters

    such as sales, profits before tax, return on capital and cash generation.

    The Company does not have any scheme for grant of stock options to the Directors. However, the Chairman and Managing Director is entitled

    to stock options offered to him by Ingersoll Rand Company Limited, USA.

    Service Contract / Notice Period:

    The agreement with the Chairman & Managing Director is for a period upto April 30, 2008. Either party to the agreement is entitled to

    terminate the agreement by giving three working days notice to the other party.

    Criteria for payments to Non-executive Directors:

    Non Executive Directors are paid remuneration by way of fixed commission, which will be determined by the Board of Directors in terms of

    the special resolution passed by the shareholders at the Annual General Meeting held on August 23, 2004. The criterion for payment of

    remuneration is the advice given by Non Executive Directors to the Management from time to time on strategic matters.

    4. REMUNERATION COMMITTEE

    The remuneration committee comprises of Mr. Hemraj C. Asher, Mr. Darius C. Shroff and Mr. Dean Iacopetti. Mr. Dean Iacopetti is the

    Chairman of the Committee. The Committee met three times during the year on April 28, 2007, June 19, 2007 and January 28, 2008.

    Name of Director No. of meetings held No. of meetings attended

    Mr. Dean Iacopetti, Chairman 3 Nil

    Mr. Hemraj C. Asher 3 3

    Mr. Darius C. Shroff 3 3

    The terms of reference of remuneration committee, inter alia consists of

    Review the remuneration package, service agreement and other employment conditions of Managing Director

    Decide the actual salary, allowances, perquisites, retirals and increments of Managing Director

    Decide the amount of commission payable to Managing Director

    Periodically review and suggest revision of the total remuneration package of Managing Director;

    In determining the remuneration package of the Managing Director, the Committee evaluates the remuneration paid by comparable organisations

    within the industry and across various industries before making its recommendations to the Board of Directors. The compensation is also

    linked to individual and Company performance.

    5. AUDIT COMMITTEE

    The Audit Committee held four meetings during the year on April 28, 2007, July 30, 2007, October 22, 2007 and January 28, 2008. The

    details of composition of the present Audit Committee and attendance of Members are as follows:

    Name of Director No. of meetings held No. of meetings attended

    Mr. Hemraj C. Asher, Chairman 4 4

    Mr. Darius C. Shroff 4 4

    Mr. D. L. Mirchandani 4 4

  • 13

    A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    Mr. P. R. Shubhakar, Gen. Manager Corp. Finance & Company Secretary, acts as the Secretary of the Committee.

    The terms of reference of the Audit Committee are set out in accordance with the requirement of Clause 49 of the Listing Agreement and

    Section 292A of the Companies Act, 1956 and, inter alia consists of

    Oversight of the Companys financial reporting process and disclosure of financial information to ensure it is correct, sufficient and

    credible;

    Compliance with accounting standards and changes required, if any, in accounting policies and practices

    Review with the management the quarterly financial statements before submission to the Board

    Reviewing with the management the annual financial statements before submission to the Board for approval, primarily focusing on

    Changes in accounting policies

    Significant adjustments made in financial statements arising out of audit findings

    Review of the adequacy of the internal control systems with the management, internal auditors and statutory auditors

    Recommending to the Board, the appointment / re-appointment of statutory auditors and fixation of fees

    Approval for payment to statutory auditors for other services

    Reviewing the adequacy of internal audit function

    Review with internal auditors of any significant findings and follow-ups thereon

    Review of the Companys financial risk and management policies

    Review functioning of the Whistle Blower mechanism

    6. INVESTORS/SHAREHOLDERS GRIEVANCE COMMITTEE

    As of March 31, 2008, the Investors/Shareholders Grievance Committee comprises of

    Mr. Darius C. Shroff, Chairman

    Mr. Hemraj C. Asher

    Mr. Dean Iacopetti

    The Committee meetings are held as and when required, usually fortnightly. 13 meetings of the Committee were held during the year.

    The terms of reference of investors/shareholders grievance committee, inter alia consists of

    expeditious redressal of investors grievances;

    transfer and transmission of shares;

    issue of duplicate share certificates;

    approving of split and consolidation requests;

    review of shares dematerialised;

    all other matters related to shares.

    The Board of Directors have delegated the powers to approve transfer and transmission of shares, issue of duplicate shares and approving

    of split and consolidation requests upto 500 shares to Mr. P. R. Shubhakar, Gen. Manager Corp. Finance & Company Secretary or

    Mr. B. Jayaraman, Vice President -Finance.

    Mr. P. R. Shubhakar, Gen. Manager Corp. Finance & Company Secretary is the Compliance Officer. The Registrar and Share Transfer Agents

    of the Company - TSR Darashaw Limited, attend to all grievances of the shareholders and investors received.

    During the year, 775 grievances/correspondences were received from shareholders/investors and 3 complaints were received from Securities

    Exchange Board of India (SEBI). All investor grievances/correspondences, including 3 complaints from SEBI, have been redressed to the

    satisfaction of the investors. There was no outstanding complaint as of April 28, 2008.

    All valid requests for share transfers received during the year have been acted upon. However there were three share transfer requests pending

    as on March 31, 2008. The same was received on and after March 26, 2008 and have been processed on April 7, 2008.

  • 14

    CMYK

    7. GENERAL BODY MEETINGS

    The location and time of the General Meetings held during the last three years is as follows: -

    AGM/EGM Date Venue Time No. of special

    resolutions passed

    EGM October 22, 2007 Goldfinch Hotel,32/3, Crescent Road, High Grounds, 12.30 P. M.

    Off. Kumara Krupa Road, Bangalore 560 001

    AGM July 25, 2007 Goldfinch Hotel,32/3, Crescent Road, High Grounds, 12.30 P. M.

    Off. Kumara Krupa Road, Bangalore 560 001

    EGM April 28, 2007 Goldfinch Hotel,32/3, Crescent Road, High Grounds, 12.00 Noon

    Off. Kumura Krupa Road, Bangalore 560 001

    AGM June 28, 2006 Taj Gateway Hotel on Residency Road,No. 66, 3.00 P. M.

    Residency Road,Bangalore 560 025

    EGM September 23, 2005 Hotel Atria, No. 1, Palace Road, Bangalore 560 001 10.30 A.M 1

    AGM July 20, 2005 Hotel Atria, No. 1, Palace Road, Bangalore 560 001 3.00 P. M.

    POSTAL BALLOT:

    The Company had successfully completed the process of obtaining the approval of its Members on the Ordinary Resolution giving consent in

    terms of Section 293(1)(a) of the Companies Act, 1956 to sell, transfer, assign or otherwise dispose of the whole of the undertaking of the

    Company relating to Utility Equipment, Attachments and Bobcat business to an Indian subsidiary of Doosan Infracore Co. Ltd. vide Postal

    Ballot.

    Ms. Bhumika Batra, of the law firm of M/s Crawford Bayley & Co. was appointed as the Scrutinizer, who had carried out the Postal Ballot

    process in a fair and transparent manner. The results of the Postal Ballot were announced by the Chairman at the Extraordinary General

    Meeting on October 22, 2007.

    Voting pattern and procedure for Postal Ballot:

    1. The Board of Directors of the Company had at its meeting held on September 7, 2007 authorized the Chairman to appoint the

    Scrutinizer for conducting the postal ballot voting process. Accordingly, Ms. Bhumika Batra was appointed as the Scrutinizer.

    2. The Company had completed on September 17, 2007 the dispatch of the postal ballot forms alongwith postage prepaid envelopes to

    its members whose names appeared on the Register of Members /List of Beneficiaries as on September 7, 2007.

    3. Particulars of the Postal Ballot forms received from the members had been entered in a register separately maintained for the purpose.

    4. All postal ballot forms received up to the close of working hours on October 18, 2007, the last date fixed by the Company for receipt

    of the forms, had been considered by her in her scrutiny.

    5. Envelopes containing postal ballot forms received after close of working hours of October 18, 2007 had not been considered for her

    scrutiny.

    6. The results of the Postal Ballot were announced on October 22, 2007 at the Extraordinary General Meeting as per the Scrutinizers

    Report as under :

    Postal Ballot Summary:

    Number of postal ballot forms posted 17,425

    Number of valid postal ballot forms received 606

    Number of invalid postal ballot forms received 63

    Forms not received 16,756

    Votes in favour of the resolution 23,592,221

    Votes against the resolution 8,003

    Invalid votes 15,629

  • 15

    A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    POSTAL BALLOT:

    The Company had also successfully completed the process of obtaining the approval of its Members on the Ordinary Resolution giving

    consent in terms of Section 293(1)(a) of the Companies Act, 1956 to sell, transfer, assign or otherwise dispose of the whole of the

    undertaking of the Company comprising of the Road development business to Volvo India Private Limited vide Postal Ballot.

    Ms. Bhumika Batra, of the law firm of M/s Crawford Bayley & Co. was appointed as the Scrutinizer, who had carried out the Postal Ballot

    process in a fair and transparent manner. The results of the Postal Ballot were announced by the Chairman at the Extraordinary General

    Meeting on April 28, 2007.

    Voting pattern and procedure for Postal Ballot:

    1. The Board of Directors of the Company had at its meeting held on March 16, 2007 authorized the Chairman to appoint the Scrutinizer

    for conducting the postal ballot voting process. Accordingly, Ms. Bhumika Batra was appointed as the Scrutinizer.

    2. The Company had completed on March 22, 2007 the dispatch of the postal ballot forms alongwith postage prepaid envelopes to its

    members whose names appeared on the Register of Members /List of Beneficiaries as on March 16, 2007.

    3. Particulars of the Postal Ballot forms received from the members had been entered in a register separately maintained for the purpose.

    4. All postal ballot forms received up to the close of working hours on April 24, 2007, the last date fixed by the Company for receipt of the

    forms, had been considered by her in her scrutiny.

    5. Envelopes containing postal ballot forms received after close of working hours of April 24, 2007 had not been considered for her

    scrutiny.

    6. The results of the Postal Ballot were announced on April 28, 2007 at the Extraordinary General Meeting as per the Scrutinizers Report

    as under :

    Postal Ballot Summary:

    Number of postal ballot forms posted 17,646

    Number of valid postal ballot forms received 734

    Number of invalid postal ballot forms received 46

    Forms not received 16,866

    Votes in favour of the resolution 23,565,699

    Votes against the resolution 61,980

    Invalid votes 10,816

    8. NOTES ON DIRECTORS SEEKING RE-APPOINTMENT/APPOINTMENT

    Mr. Dean Iacopetti

    Mr. Dean Iacopetti, aged 52 years, is an Engineer. He is the head of Global Operations for Industrial Technologies Sector of Ingersoll Rand

    Group. He has been with Ingersoll Rand group for seven years and has held operations leadership positions in Security Technologies Sector.

    He was also the Vice President Operational Excellence with responsibility for leading the enterprises operational excellence initiatives.

    He is not a director on the Board of Directors of any company in India other than Ingersoll-Rand (India) Limited and does not hold any shares

    in Ingersoll- Rand (India) Limited.

    9. DISCLOSURES

    There are no materially significant related party transactions entered into by the Company with its Promoters, Directors or Management, their

    subsidiaries or relatives etc. which had potential conflict with the interest of the Company at large. The register of contracts containing the

    transactions in which Directors are interested is placed before the Board regularly for its approval.

    Transactions with the related parties are disclosed in Note 18 of Schedule 14 to the financial statements in the Annual Report.

    During the last three years, there were no instances of non-compliance on any matters related to capital markets. Consequently, no strictures

    or penalties were imposed by either the Securities Exchange Board of India or the Stock Exchanges or any statutory authority.

    10. CEO/CFO CERTIFICATION

    The Chairman and Managing Director and Vice President Finance have certified to the Board compliance in respect of all matters specified

    in sub clause V of Clause 49 of the Listing Agreement.

  • 16

    CMYK

    11. MEANS OF COMMUNICATION

    Half yearly report sent to each household of shareholders No

    Quarterly Results

    Which newspapers normally published in The Business Standard

    Vijay Karnataka / Kannada Prabha

    Any Web site, where displayed Yes. As per clause 51 of the Listing Agreement, the quarterly results are

    displayed on the Electronic Data Information Filing and Retrieval (EDIFAR)

    web site maintained by National Informatics Centre (NIC). The name of

    the website is http://sebiedifar.nic.in

    The domain name of the Companys website is www.ingersollrand-

    india.com and the quarterly results are available on this website.

    Presentation made to Institutional Investors or to Analyst No

    Whether Management Discussion and Analysis

    Report is a part of annual report or not Yes

    12. GENERAL SHAREHOLDER INFORMATION

    AGM - Date August 22, 2008

    - Time 12.30 P. M.

    - Venue Goldfinch Hotel,

    32/3, Crescent Road, High Grounds,

    Off. Kumura Krupa Road,

    Bangalore 560 001

    Financial Calendar April 2008 to March 2009

    (a) First Quarter Results Last week of July 2008

    (b) Second Quarter Results Last week of October 2008

    (c) Third Quarter Results Last week of January 2009

    (d) Results for the year ending March 2009 April / May 2009

    Date of Book Closure August 1, 2008 to August 8, 2008

    (Both days inclusive)

    Dividend Payment Date August 26, 2008

    Listing on Stock Exchange Bombay Stock Exchange Limited

    Ahmedabad Stock Exchange Limited

    National Stock Exchange of India Limited.

    Listing fees for the period 2007 - 2008 has been paid to the stock

    exchanges.

    Stock Code

    Bombay Stock Exchange Limited 500210

    Ahmedabad Stock Exchange Limited 26610

    National Stock Exchange of India Ltd. INGERRAND EQ

    Demat ISIN No. for NSDL and CDS INE177A01018

  • 17

    A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    Monthly Highs and Lows for the period April 2007 to March 2008

    (in Rupees)

    Bombay Stock Exchange Limited (BSE) National Stock Exchange of India Limited (NSE)

    High Low High Low

    April 2007 292.35 264.65 305.00 264.00

    May 2007 339.65 285.70 350.00 282.65

    June 2007 328.95 303.15 342.00 323.80

    July 2007 348.00 301.20 355.30 296.50

    August 2007 364.90 330.15 378.85 322.15

    September 2007 354.85 310.25 360.00 309.50

    October 2007 317.95 288.60 323.90 231.85

    November 2007 327.25 282.10 342.40 268.10

    December 2007 413.95 312.65 426.80 299.15

    January 2008 422.10 287.25 434.00 252.10

    February 2008 325.55 279.85 334.00 276.60

    March 2008 296.20 251.25 304.80 247.00

    Registrars & Share Transfer Agents TSR Darashaw Limited

    6-10, Haji Moosa Patrawala Ind. Estate, 20, Dr. E. Moses Road,

    Mahalaxmi, Mumbai 400 011

    Share Transfer System Share transfers are registered and returned within 15 days from the date

    of receipt, if the relevant documents are complete in all respects. Requests

    for dematerialization of shares are processed and confirmation is given to

    the respective depositories i.e. National Securities Depository Limited

    (NSDL) and Central Depository Services (India) Limited (CDSL) within

    15 days.

    The total number of shares transferred in the physical form during the

    year under review was 29,904

    Stock Performance in comparison to BSE Sensex

    INGERSOLL RAND SHARE PRICES BSE SENSEX

    100

    200

    300

    400

    500

    Mar-08Feb-08Jan-08Dec-07Nov-07Oct-07Sep-07Aug-07Jul-07Jun-07May-07Apr-070

    5000

    10000

    15000

    20000

    25000

    14,229

    292

    14,544 14,65115,795 15,319

    17,291

    19,978 19,976 20,376 20,87318,663

    16,678340 329

    348365

    355

    318 327

    414 422

    326296

    SHARE PRICE v/s BSE (SENSEX)

    ING

    ERS

    OLL

    -RA

    ND

    SH

    AR

    E P

    RIC

    E

    BS

    E S

    ENS

    EX

  • 18

    CMYK

    Distribution and Shareholding Pattern as on March 31, 2008

    No. of equity shares held No. of folios % No. of shares %

    Upto 500 18,601 87.60 2,189,701 6.94

    501 1000 1,869 8.80 1,449,169 4.59

    1001 2000 452 2.13 678,008 2.15

    2001 3000 109 0.51 276,952 0.88

    3001 4000 58 0.27 199,945 0.63

    4001 5000 37 0.17 174,531 0.55

    5001 10000 61 0.29 452,648 1.43

    10001 and above 48 0.23 26,147,046 82.83

    TOTAL 21,235 100.00 31,568,000 100.00

    No. of shareholders in physical mode 2,681 24,015,867

    No. of shareholders in electronic mode 18,554 7,552,133

    Shareholding pattern as on March 31, 2008 is as follows

    Category No. of shares %

    Ingersoll-Rand Company, New Jersey, U.S.A. 23,360,000 74.00

    Foreign Institutional Investors 6,100 0.02

    Non Resident Indians 123,328 0.39

    Unit Trust of India 200 *0.00

    Insurance Companies 1,220,446 3.87

    Nationalised Banks and other Banks 7,833 0.02

    Foreign Banks 400 *0.00

    Mutual Funds 618,328 1.96

    Domestic Companies 976,721 3.10

    Trusts 4,150 0.01

    Directors and Their Relatives 86,600 0.27

    General Public 5,163,894 16.36

    31,568,000 100.00

    *Less then 0.01%

    The number of shares held by Directors of Ingersoll - Rand (India) Limited are as follows:

    Name of Director No. of shares held as on March 31, 2008

    Mr. D. L. Mirchandani(Chairman & Managing Director) NIL

    Mr. Hemraj C. Asher 8,000

    Mr. Darius C. Shroff 10,000

    Mr. Dean Iacopetti NIL

    Dematerialisation of shares and liquidity 23.92% of the paid-up capital has been dematerialised as on 31.03.2008.However, 74% of the paid-up capital held by Ingersoll-Rand Company,New Jersey, U.S.A. has not been dematerialised.

    Outstanding GDRs/ADRs/Warrants or any ConvertibleInstruments, conversion dates and like impact on equity Not issued

    Plant Location Ahmedabad

    Address for correspondence Shareholders correspondence should be addressed to the Registrars andShare Transfer Agents or to the Compliance Officer at the following address:

    Registrars & Share Transfer AgentsTSR Darashaw Limited6-10, Haji Moosa Patrawala Ind. Estate,20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011

    Compliance OfficerThe Company SecretaryIngersoll-Rand (India) Limited106/10-11-12, Amruthahalli,Byatarayanapura, Bellary Road, Bangalore 560 092

    Shareholders holding shares in electronic mode should address all theircorrespondence to their respective Depository Participant.

  • 19

    A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    NON-MANDATORY REQUIREMENTS

    1. Shareholder rights

    The half-yearly declaration of financial performance As the Companys half-yearly results are published in English newspapersincluding summary of the significant events in last having circulation all over India and in Kannada newspaper (havingsix months should be sent to each household of circulation in Karnataka), companys website and EDIFAR website, theshareholders same is not being sent to the shareholders separately. There are no

    second half-yearly results as the audited results are taken on record bythe Board of Directors and then communicated to the shareholders throughthe Annual Report.

    2. Code of Conduct for Prevention of Insider Trading Pursuant to the requirements of SEBI (Prohibition of Insider Trading)Regulations, 1992, as amended, the Company has adopted a Code ofConduct for Prevention of Insider Trading with effect from August 1,2002. This Code of Conduct is applicable to all Directors and suchemployees of the Company who are expected to have access to Companysunpublished price sensitive information.

    3. Disclosure Practices for Prevention of Insider Trading As required by SEBI regulations, the Company has adopted a Policy forCorporate Disclosure Practices for Prevention of Insider Trading with effectfrom August 1, 2002. This policy is applicable to all Directors andemployees of the Company.

    4. Secretarial Audit As stipulated by SEBI, a qualified Company Secretary carries out theSecretarial Audit to reconcile the total admitted capital with NationalSecurities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL) and the total issued and listed capital. This auditis carried out every quarter and the report is submitted to the stockexchanges as well as placed before the Board of Directors. The auditconfirms that the total listed and paid-up capital is in agreement with theaggregate of the total number of shares in dematerialised form (held withNSDL and CDSL) and total number of shares in physical form.

    5. Whistle Blower Policy The Company has adopted a Whistle Blower Policy as a mechanism foremployees to report to the management concerns about unethicalbehaviour, actual or suspected fraud or violation of the Companys codeof conduct and it affirms that no personnel have been denied access tothe Audit Committee.

    Auditors Certificate regarding compliance of conditions of Corporate Governance

    To the Members of Ingersoll-Rand (India) Limited

    We have examined the compliance of conditions of Corporate Governance by Ingersoll-Rand (India) Limited, for the year ended March 31, 2008, as

    stipulated in Clause 49 of the Listing Agreements of the said Company with stock exchanges in India.

    The compliance of conditions of Corporate Governance is the responsibility of the Companys management. Our examination was carried out in

    accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the

    Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the

    compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

    In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the

    conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.

    We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the

    management has conducted the affairs of the Company.

    S. Dutta

    Partner

    Membership No.: F50081

    For and on behalf of

    Place: Bangalore PRICE WATERHOUSE

    Date: April 28, 2008 Chartered Accountants

  • 20

    CMYK

    ANNEXURE TO DIRECTORS REPORT

    INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

    (A) CONSERVATION OF ENERGY

    (a) The following energy conservation measures were taken:-

    i. Automatic power factor control unit is installed by which power factor is controlled above 0.9.

    ii. Ordinary fluorescent lamps are being progressively replaced with T5 energy efficient lamps.

    iii. Automatic level controller and dry run protection for bore well pumps.

    iv. Independent control switches at each location to switch on only required lights.

    v. Energy meters installed for individual load centers for monitoring electricity utilization as well as energy conservation.

    vi. Energy savers installed for air conditioners.

    vii. Transformers are loaded at optimum efficiency.

    viii. LED indicator lamps provided on power panels.

    ix. Shutting down all electrical machines and appliances when not in use.

    x. Outdoor factory lights are replaced by metal halide lamps of low wattage and Hi-lumen.

    xi. Electronic fan regulators are used in place of conventional regulators.

    xii. Electronic chargers used in place of conventional chargers for batteries.

    xiii. Solar heater used in canteen to save energy.

    xiv. Natural gas used instead of LPG in canteen.

    xv. Air cooled rotary screw compressors used instead of water cooled reciprocating compressors.

    xvi. Submersible pumps used in underground tanks to pump up water to overhead tanks.

    xvii. Simplair pipes installed in compressed air distribution to avoid leakage.

    xviii. FRP roof sheets installed to save light during daytime.

    xix. Mirror reflectors installed for tube lights.

    xx. Old window air conditioners replaced with new energy efficient air conditioners.

    (b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

    Gas operated heater to replace electrical heater at component cleaning machines.

    (c) Impact of (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

    Our total energy cost is around one per cent of total sales and considering the nature of our production process, further conservation

    could at best be marginal.

    (d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries specified in the

    schedule thereto:

    Not applicable in case of your Company.

  • 21

    A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    (B) TECHNOLOGY ABSORPTION

    (e) Efforts made in technology absorption as per Form B is given below:

    FORM B

    FORM FOR DISCLOSURE OF PARTICULARS WITH REGARD TO ABSORPTION

    RESEARCH AND DEVELOPMENT (R & D)

    1. Specific areas in which R & D is carried out by the Company:

    COMPRESSORS

    Types (i) Reciprocating air cooled single and multi stage

    (ii) Reciprocating water-cooled

    (iii) Rotary Screw

    (iv) Centrifugal

    AREAS (i) Thermodynamics

    (ii) Energy Efficiency

    (iii) Fluid flow

    (iv) Multi-user application adoption

    (v) Manufacturing technology CNC

    (vi) Modulation and control systems

    (vii) Digital pulsation analysis for acoustic and mechanical vibrations

    (viii) Microprocessor based control

    (ix) Torsional Vibration Analysis of different drives

    2. Benefits derived as a result of the above R & D:

    (i) Improved efficiency of products and better customer satisfaction.

    (ii) Upgrading our existing machines and introducing new products consuming less energy to the user.

    (iii) Continuously exploring possibilities of indigenisation without compromising on quality and thereby saving valuable

    foreign exchange.

    (iv) Expanding the range of our existing product lines by adding new products.

    (v) Offering optimum product choice at home and abroad for diverse applications.

    (vi) Unique status of worldwide single source manufacturer of certain compressors.

    (vii) Have developed a resident technology base that has quick response to changing scenarios.

    (viii) With installation of Quality System and Total Quality Management, we have been able to get ISO-9001 certification for

    the Air Solutions Plant at Ahmedabad. Additionally, the plant has been certified to ISO 14001 for its environment

    management systems.

    3. Future Plan of Action:

    (i) Introduce, develop and also export higher efficiency air compressor and packages.

    (ii) Introduce larger sizes of centrifugal compressors.

    (iii) Introduce comprehensive range of stationary screw compressors for industrial use.

    4. Expenditure of R & D : Rs. Million

    (a) Capital Rs.

    (b) Recurring Rs. 2.38

    (c) Total Rs. 2.38

    (d) Total R & D expenditure as a percentage of total turnover 0.04%

  • 22

    CMYK

    TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATI0N

    1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

    (i) Being constantly in touch with our principals, Ingersoll-Rand Company and various divisions in New Jersey, U.S.A.,

    we are able to keep up-to-date with technology changes.

    (ii) State of art design / development of new line up of non-lubricated air-cooled reciprocating compressors, both, single

    and two stage.

    (iii) Export base for centrifugal compressor parts.

    (iv) Development of large water-cooled reciprocating compressors.

    (v) Absorbing CNC manufacturing technology in-house, and applying it to diverse products.

    (vi) Import substitution on several mechanical transmissions, valve components, control panels and also progressive

    indigenisation of all product lines.

    (vii) Setting up a development laboratory in-house to validate processes before commencing production.

    2. Benefits derived as a result of the above efforts:

    (i) Upgrading products constantly with modern features in consultation with our principals.

    (ii) Product improvement through high efficiency and reduction in cost per unit.

    (iii) Better raw material usage.

    (iv) Simplified processes.

    (v) Product made efficient through adaptation of modern technology to save energy and also to be more environment

    friendly.

    (vi) Timely response with the help of in-house engineering analysis.

    (vii) More efficient use of raw material using nesting techniques to cut down wastage of resources.

    (viii) Reduction in manufacturing cost through improvement in productivity and thereby offset general cost escalation in

    inputs.

    (ix) More accurate designs and reduction in cycle time for custom built machines.

    3. In case of imported technology [imported during the last 5 years reckoned from the beginning of the financial year],

    following information is furnished:

    Technology Imported Year Status

    Energy efficient air compressors 2004 Fully absorbed

    Technology imported earlier has assisted us in upgrading our products and ushering in latest technological advances made

    in the developed countries. Constant dialogue takes place with our parent company in the U.S.A. for adapting to the most

    modern technology available in the World.

    FOREIGN EXCHANGE EARNINGS AND OUTGO

    (f) Total foreign exchange used and earned: (Rs. Million)

    (i) Earnings in foreign exchange on account of exports,

    deemed exports, income from services rendered and

    recovery of expenses and engineering fees. 981.22

    (ii) Value of imports calculated on C.I.F. basis 1,010.02

    (iii) Expenditure in foreign currency on account of travelling

    and others 9.57

    (iv) Remittance in foreign exchange on account of dividend 140.16 1,159.75

    Net Earnings / (Outgo) in Foreign Exchange (178.53)

    For and on behalf of the Board of Directors

    Daljit L. Mirchandani

    Bangalore, April 28, 2008 Chairman and President

  • 23

    A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    ANNEXURE TO THE BOARD OF DIRECTORS REPORTInformation as per Section 217(2A) of the Companies Act, 1956, for the year ended March 31, 2008

    Name and Age Designation, Nature of duties and Qualification/ Gross Last Employmentdate of commencement of Experience Remuneration Designation/Name of Company/Periodemployment Rs.

    ** (A) EMPLOYED THROUGH THE YEAR1 Jaideep Wadhwa (44) Vice President & General Manager B.A. Maths (Hons), MBA, Gen Mgmt 10,753,552 Executive Director,

    Industrial Technologies (22) Ingersoll-Rand Wadco Tools P Ltd. (15)(01-05-2005)

    2 Jayaraman B (54) Vice President - Finance B.Com., A.C.A. 9,074,461 Chief Finance Officer &(17-05-2000) (32) Assistant Finance Manager (Asia Pacific)

    Delphi Automotive Systems Ltd. (5)

    3 Mirchandani D.L. (60) Chairman & President B.Sc. Engineerring (Elec) 36,369,243 Executive Director(15-04-1998) (37) Kirloskar Oil Engines Ltd. (17)

    4 Naresh V (39) General Manager, Finance B. Com, A.C.A., A.C.S. 2,641,826 Finance & Administration Manager(17-08-2005) (16) Schneider Electric India P Ltd; (2)

    5 Prasad Naik (49) Vice President B.Com,., D.B.M., D.F.M., M.M.S 5,733,361 General Manager, MISInformation Technology (19) Kirloskar Ferrous Industries Ltd. (6)(01-04-1999)

    6 Shubhakar P R (43) General Manager, Corp. Finance & B. Com, A.C.A., A.C.S. 2,923,782 Sr. Manager Finance, & Company Secretary,Company Secretary (16) BC Components India P Ltd; (2)(17-08-2000)

    7 Shailesh Thakkar (55) Group Controller CA, LLB, ICWA, ICS 3,396,761 Manager AccountsAir Solutions (20) Calico Mills (8)(01-08-1988)

    8 Pravin Shah (43) General Manager, Operations B.E. (Mech) 3,487,432 Workshop InchargeAir Solutions (20) Elite Engg Company (-)(13-06-1988)

    ** (B) EMPLOYED FOR PART OF THE YEAR:1 Adiga B N M (43) Incharge B.Com. 266,732 Typist/Clerk

    Construction Technologies (21) Adarsh Traders (2)(05-03-1988)

    2 Aggarwal N K (60) General Manager, Drilling Solutions B Tech, (Hons) 1,197,502 Trainee, Associated Instruments P Ltd; (-)Construction Technologies (36)(19-03-1971)

    3 Ameerjohn B (49) Manager - Drilling Solutions DME., B.E. 640,295 InspectorConstruction Technologies (29) Fouress India Ltd. (1)(15-05-1980)

    4 Anand C (44) Business Manager - Aftermarket B.Tech 728,831 -Construction Technologies (21)(01-01-1988)

    5 Ananthamurthy N (52) Senior Engineer-Production DME 361,911 OperatorConstruction Technologies (31) Sharly Industries (1)(15-09-1979)

    6 Anthony Ravindranath (37) Senior Fitter SSLC 269,461 -Construction Technologies (19)(01-04-1988)

    7 Anthony Doss M (58) Incharge - C.R.F BA 377,140 -Construction Technologies (29)(01-03-1978)

    8 Anto Suresh G (44) Executive - Strategic Sourcing DME 343,985 -Construction Technologies (20)(01-03-1989)

    9 Arjun K R (55) Assistant Manager Stores B.Sc 574,950 RepresentativeConstruction Technologies (40) Anish Metal Industries (3)(01-12-1979)

    10 Asgar Ahmed M (44) Designer ITI, SSLC 2,075,879 DraughtsmanConstruction Technologies (25) Girish Circular Looms (-)(07-06-1987)

    11 Ashirvadam K G (48) Senior Storesman SSLC 269,212 SupervisorConstruction Technologies (29) OM Murugan Enterprises (9)(18-06-1987)

    12 Ashok (49) Manager - Process Engineering BE, M.Tech 571,889 Management TraineeConstruction Technologies (21) Mysore Kirloskar India Ltd. (1)(29-10-1987)

    13 Ayyappan A (52) Senior Technician SSLC 2,235,901 WelderConstruction Technologies (34) Sona Fabrication (1)(02-07-1979)

    14 Balasubramaniam P M (51) Senior Technician ITI, 9TH Std. 363,054 FitterConstruction Technologies (30) Lakshmi Automatic Looms Works Ltd. (1)(02-05-1979)

    15 Balasubramanian R (49) Head- Utility Equipment, Attachments B.E. 2,342,378 General Manager,and Bobcat business (27) Thermo King India P Ltd; (2)(01-05-2007)

    16 Balasubramanya (44) Manager - Strategic Sourcing B.E. 448,066 Works ManagerConstruction Technologies (16) Concord Steel Works P. Ltd. (2)(01-09-1993)

    17 Ballal N R (50) Manager - Product Engineering B.E. 689,650 EngineerConstruction Technologies (26) System Project P. Ltd. (2)(10-12-1982)

  • 24

    CMYK

    18 Balu V (51) Executive - Paint Shop B.Sc 367,687 Sr. Tech. AssistantConstruction Technologies (26) Simpson & Co.Ltd. (4)(08-06-1985)

    19 Chandrappa G C (53) Senior Technician ITI, NAC, 8TH 2,311,161 ApprenticeConstruction Technologies (31) Hindustan Aeronautics Limited (2)(06-01-1978)

    20 Chandrasekhar D K (51) Incharge B.Sc 345,959 Commercial Trainee ApprenticeConstruction Technologies (28) Hindustan Machine Tools Ltd. (1)(01-01-1981)

    21 Chikkamath S B (49) Senior Technician TCH, SSLC 378,634 -Construction Technologies (29)(01-03-1978)

    22 Christian J M (45) Manager - Engineering B.Sc. (Engineerring) 549,858 -Construction Technologies (22)(16-06-1987)

    23 Dasaratha K D (55) Senior Technician ITI, SSLC 377,340 FitterConstruction Technologies (29) Fouress India P. Ltd. (1)(06-02-1978)

    24 David Samuel (44) Assistant Manager - Process Engineering B.E. 470,117 ExecutiveConstruction Technologies (25) EID Parry India Ltd. (5)(01-09-1987)

    25 Dayananda B E (48) Executive - Aftermarket B.E. (Industrial Production) 240,040 Site EngineerConstruction Technologies (12) Elegant Enterprises (3)(01-06-1995)

    26 Deepak D (46) Senior Technician SSLC 2,213,377 -Construction Technologies (27)(19-01-1980)

    27 Deshpande B V (46) Senior Engineer-Production DME 278,817 TraineeConstruction Technologies (22) Widia India Pvt. Ltd. (1)(01-07-1987)

    28 Desouza D C (46) Senior Technician ITI, SSLC 2,101,136 FitterConstruction Technologies (25) DO ALL Service Station (1)(30-07-1986)

    29 Devananda S (49) Senior Shipper SSLC 393,275 -Construction Technologies (29)(01-03-1978)

    30 Dhanagaradass S (56) Senior Technician ITI, NAC, SSLC 394,335 FitterConstruction Technologies (31) Madras Dial Gauges & Measuring Instruments Co. (11)(01-01-1978)

    31 Dias A A (42) Business Manager - Utility Equipment B.E (Mech) 735,903 Sales EngineerConstruction Technologies (20) Industrial & Marine Maintenance (1)(02-05-1989)

    32 Dinesh V (42) Manager - Special Projects Cadd B.E. 624,184 LecturerConstruction Technologies (20) M S Ramaiah Institute of Technology (2)(14-07-1989)

    33 Durgesh Nandan S (41) Executive - Materials B.E. 235,712 Production EngineerConstruction Technologies (14) Roll-on Bearings P. Ltd. (-)(04-08-1995)

    34 Durairaj M (43) Officer B.Sc 281,627 Junior ChemistConstruction Technologies (26) The Tamil Nadu Florine Allied Chemicals Ltd. (2)(15-05-1986)

    35 Elumalai A (53) Senior Operator NAC, SSLC 2,306,234 Millwright Maintenance FitterConstruction Technologies (31) Systems Manufacturing Pvt. Ltd. (-)(08-03-1978)

    36 George Jaivanth (51) Engineer DME, NAC 337,360 FitterConstruction Technologies (28) N C Jain & Co. (4)(01-12-1981)

    37 Girish A. Dixit (41) Executive - Engineering B.E. 262,936 Assistant ManagerConstruction Technologies (18) BPL Sanyo Utilities & Appliances Ltd. (1)(22-07-1996)

    38 Glenville da Silva (51) Vice President & General Manager B.E. (Chem)., DMM,, MFM 3,721,559 Production TraineeConstruction Technologies, (28) Zuari Agro Chemicals Ltd. (1)Compact Vehicle Technologies(09-06-1980)

    39 Gnanam G (44) Executive - Materials BE, DME 383,642 Jr. Purchase OfficerConstruction Technologies (21) Tube Products of India (1)(17-09-1986)

    40 Gonsalves C K (50) Territory Manager B.A., D.A.M. 659,977 Office AssistantConstruction Technologies (26) Lion Pencils Pvt. Ltd., Mumbai (-)(01-07-1981)

    41 Gopala Krishna B S (58) Manager - ESH BE (Elec.), DEE, DIS 555,037 Engineer - SafetyConstruction Technologies (39) Hindustan Aeronautics Limited (18)(03-03-1989)

    42 Gopalakrishna R (46) Executive - Process Engineering AMIE, DME 328,055 InstructorConstruction Technologies (17) Sir M.Visveswaraiah Institute of Technology (2)(15-03-1992)

    43 Gopalakrishnan M (53) Incharge B.Com. 260,681 Admin AssistantConstruction Technologies (30) Machinery Manufacturers Corpn. Ltd. (7)(05-06-1988)

    Name and Age Designation, Nature of duties and Qualification/ Gross Last Employmentdate of commencement of Experience Remuneration Designation/Name of Company/Periodemployment Rs.

  • 25

    A N N U A L

    R E P O R T

    2 0 0 7 - 2 0 0 8

    86th

    CMYK

    44 Govindaraju B S (53) Assistant Manager - Accounts B.Com. 641,131 Sr. Accounts Assistant(23-01-1978) (34) Bengal Elec.Lamp Works (4)

    45 Govindaraju N (58) Senior Technician ITI, SSLC 379,659 WelderConstruction Technologies (30) Shivmoni Steel Tubes Ltd. (5)(23-01-1978)

    46 Gowda B M S (44) Incharge - Sales Support B.Com. 254,244 StenographerConstruction Technologies (25) Powerflow Ltd. (1)(03-05-1988)

    47 Gregory Lewis (51) Senior Technician ITI, SSLC 2,286,305 WelderConstruction Technologies (29) KIMCO, Bangalore (-)(01-08-1980)

    48 Gundu Rao T N (49) Senior Fitter SSLC 360,743 Contract LabourConstruction Technologies (28) Veesons Industries Structural Engineers (1)(03-03-1980)

    49 Gururaj T R (43) Assistant Manager - Vendor Q.A B.E. 346,707 Sr. EngineerConstruction Technologies (18) Avasarala Automation Ltd. (6)(11-12-1995)

    50 Halapeti A G (49) Technician ITI 268,684 -Construction Technologies (20)(01-07-1987)

    51 Hebbar R K (40) General Manager, Internal Audit B.Com, I.C.W.A, A.C.A., CISA, 486,642 GM Finance & New Business Dev.(17-01-2008) (18) Jyoti Laboratories Ltd;. (2)

    52 Indusehkar B R (44) Business Manager - Drilling Solutions B.E. 680,815 -Construction Technologies (20)(01-02-1989)

    53 Iniyan V (54) Senior Technician ITI, SSLC 374,424 Maintenance FitterConstruction Technologies (31) Lakshmi Automatic Looms Works Ltd. (2)(01-01-1979)

    54 Jayakar B (42) Senior Technician NAC, SSLC 280,665 -Construction Technologies (30)(29-07-1986)

    55 Jayaprakash R (54) Senior Technician ITI, SSLC 375,029 FitterConstruction Technologies (29) Mysore Electrical Industries Limited (6)(23-06-1978)

    56 Jayaprakash V (48) Executive - Network & Communication DE&TC 288,994 Sr. Customer Support EngineerConstruction Technologies (21) Zenith Computers Ltd. (5)(02-06-1994)

    57 Jayaramaiah C (50) Senior Technician PUC 2,264,545 -Construction Technologies (29)(01-03-1978)

    58 Joseph M V (49) General Manager, Engg (Asia Pacific) DME, BE, (Mech), MBA Mktg 1,217,764 Design EngineerRoad Development Business (32) Larsen & Toubro Ltd. (2)(18-07-1979)

    59 Julian M. Reuben (40) Assistant Manager - Product Development BE (Elec.) 361,655 -Construction Technologies (17)(01-07-1992)

    60 Kambar S S (48) Senior Technician ITI, NAC, SSLC 359,123 FitterConstruction Technologies (28) Sikka N Sikka Engineering P. Ltd. (-)(06-08-1980)

    61 Kamdar J D (60) Assoc. Vice President - Projects B.Sc. Engg. Mech. 1,505,402 -Air Solutions (38)(07-10-1968)

    62 Karuppaiah S (52) Senior Technician SSLC 2,236,668 HelperConstruction Technologies (32) Widia India Limited (1)(27-03-1978)

    63 Kothandapani Y (56) General Manager, Operational Excellence BE, 759,671 ManagerConstruction Technologies (28) Larsen & Toubro Ltd. (16)(18-07-1996)

    64 Kothanda Reddy A R (47) Senior Fitter SSLC 2,051,474 -Construction Technologies (21)(01-01-1986)

    65 Krishna Kumar (42) Territory Manager B.Sc.(EngineerringMech) 596,726 Superintendent-EngineeringConstruction Technologies (23) Coal India Ltd. (13)(17-01-1996)

    66 Krishnan G (42) Manager - Accounts AMIE, DME, MBA 518,766 CNC ProgrammerConstruction Technologies (20) Roopa Electronics P.Ltd. (3)(02-05-1990)

    67 Kulkarni P V (47) Supervisor - Imports B.Com., DMM, DBM, DCS 541,509 Typist/ClerkConstruction Technologies (25) Raptakos Brett (2)(19-08-1983)

    68 Kumar R N (50) Senior Engineer PDIE, DME 274,023 Industrial EngineerConstruction Technologies (27) Bombay Productivity Council (1)(08-02-1987)

    69 Kumar S V (48) Senior Fitter ITI, SSLC 229,854 FitterConstruction Technologies (16) Vijay Construction Co. (1)(16-08-1991)

    70 Kushalappa P M (52) Senior Technician SSLC 2,273,515 Office ClerkConstruction Technologies (30) Prasad Enterprises (1)(27-03-1978)

    Name and Age Designation, Nature of duties and Qualification/ Gross Last Employmentdate of commencement of Experience Remuneration Designation/Name of Company/Periodemployment Rs.

  • 26

    CMYK

    71 Lakshmana V (54) Senior Technician NAC, SSLC 2,274,779 FitterConstruction Technologies (31) Usha Martin Black (2)(08-11-1978)

    72 Lakshminarasimhan S (43) Assistant Manager - Materials DME 390,552 Technical AssistantConstruction Technologies (24) Beard Sell Satec Ltd. (4)(03-06-1988)

    73 Lakshminarayan N M (48) Technician NAC, SSLC 2,212,186 FitterConstruction Technologies (28) Venkatachalapathy Engineering Works (2)(19-01-1981)

    74 Latheesan N (46) Ma