Abb (Ar 1997 12 31)

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Annual Report 1997
Asea Brown Boveri Limited
Cover
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Power Generation
235 MW IPP Plant
at Jegurupadu
Transmission and
Distribution
400 kV Switchyard
for Dhabol Power
Plant in progress
Industrial and
Building Systems
A Welding Robot
Contents
1 Board of Direct ors
2 Five Year Highlight s
3 Not ice t o t he Members
18 Direct ors' Report
25 Report of t he Audit ors
28 Balance Sheet as at 31 December, 1997
29 Profit & Loss Account for t he year ended
31 December, 1997
30 Schedules
39 Not es t o t he Account s
46 Cashflow
16th March, 1998.
Dear Shareholder,
Sub: Joining The Depository System
National Securities Depository Limited (NSDL)
We take pleasure in informing you that the Company has joined hands with National Securities
Depository Limited to facilitate investors to hold securities in electronic form and trade these securities.
We feel that we should share with you certain information regarding the Depository System which
would assist you in deciding to opt for holding your securities in electronic form which is also known as
book entry form. It is our view that holding of securities in electronic form would enable the investor to
address certain problems including bad deliveries, fake certificate, loss of certificates in transit,
mutilation of certificates, delays in transfer, long settlement cycles etc.
We enclose herewith an Annexure "A" being a guide to shareholders on the Depository Systems for
shares, Annexure "B" being a list of Depository Participants as on 2nd November 1997 and Annexure
"C" being a comparative chart of fees charged by the DPs for equity shares.
We request you to take this opportunity to join the Depository through any depository Participant of
your choice. If you need any further information, you may contact the Company or Mr. P. D. Mehta
(Tel. Nos. 2039136/2039189) of M/s. Tata Consultancy Services, 6, Lotus House, Sir Vithaldas
Thackersey Marg, New Marine Lines, Mumbai- 400 020 or Mr. Deepak Pednekar of M/s. Tata
Consultancy Services (Tel. Nos. 8509031, 8512746).
Before you choose to join the Depository System, it will be in your own interest and also in the
interest of the Company to request for consolidation of all your folios, in case you have multiple
folios. Once you consolidate all your folios it will avoid opening multiple accounts, and be possible to
open only one account with the Depository Participant thereby reducing expenses. We therefore
solicit your support in this matter.
Thanking you,
Yours faithfully,
for and on behalf of
Mrs. N. R. Desai
General Manager & Company Secretary
Regd. Mail Address Telephone Fax
Office P.B. No. 19107 Vaswani Chambers, 4308231 4300143
Worli, 264/265, Dr. Annie Besant Road, 4303822
Mumbai- 400 025. Mumbai- 400 025, India
Annexure "A"
What is a Depository?
A Depository is an organisation which holds your securities in the form of electronic book entries in
the same way a bank holds your money. Further, a depository transfers securities without actually
handling securities, the way bank transfers funds without actually handling money.
Benefits to an investor
o No stamp duty for transfer of securities in the depository. In case of physical transfer of shares,
stamp duty of 0.5% is payable on transfer of shares.
o Elimination of bad deliveries and all risks associated with physical certificates such as loss,
theft, mutilation, etc.
o After the settlement, pay in and pay out are on the same day for scripless trading, which means
you get your securities as well as cash immediately.
o Securities stand transferred in your name on the next day of pay out. In case of physical shares,
transfer of ownership takes 30- 60 days or sometime even more.
o No courier/postal charges.
o Facility for feeding/locking of investor accounts, which enable you to make your account non-
operational, for instance if you are abroad.
o Facility to pledge and hypothecate your securities.
Services offered by NSDL
NSDL offers the following services to the investors, through its agents viz. Depository Participants:
o Maintenance of investors' beneficial holding in electronic form
o Dematerialisation and rematerialisation of securities
o Facilitation of settlement of trades in electronic share
o Electronic credit in case of public offerings and non- cash corporate actions such as rights,
bonus etc.
How to convert your physical shares to electronic holdings (dematerialisation)?
For the purpose of joining the depository system and to convert your physical shares into electronic
holdings, kindly do the following:
(a) Open an account with one of the Participants of NSDL. A Participant is a market intermediary
through whom NSDL interacts with the investors. Annexure- B gives a list of Participants who
are presently offering depository services. Choose a Participant and:
(i) fill up an Account Opening form available with the Participant. You can open multiple
accounts with the same Participant as also with different participants.
(ii) sign "Participant Client Agreement".
(iii) receive your account number which should be noted in all your correspondence with your
Participant.
(b) Fill a Dematerialisation Request Form available with your depository participant.
(c) Submit your share certificates along with the above form to your depository participant.
(d) The Dematerialisation Request Form along with the share certificates will be sent by the
depository participant to the Company. At the same time an electronic request will be sent to us
through the NSDL Network.
(e) We will verify the certificates and the request form and if found in order, we will cancel the
physical certificates and confirm the dematerialisation to NSDL. NSDL will in turn confirm the
dematerialisation to the depository participant.
Annexure - B to Directors' Report
Report and Accounts 1997
Statement under Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees)
(Amendment) Rules, 1994, and forming part of the Directors' Report for the year ended 31 December, 1997.
Name of the Employee
Abhay Kumar
Agarwal Ashwanl
Agrawal U.C.
Ahmad.S.K
Ajayan N.
All Jaffer S.K. "
Anders Bergdahl
Anders Carte '
Anders Uedholm *
Anirudh Singh Rathore *
Anupam Dhiman
Apurba Debnath
Ashok Kumar
Atul Nagroth
Badrinath.S
Baj S.K.
Balasubbaraman G.
Balasubramanian C.
Balasubramanlan N.K.
Bandopadhay Debasis
Banerjee Ajit Kumar
Baneijee Pratapendu
Banerjee S.
Banerjee Samar Kumar
Banerjee Samir
Barun.K.C
Basu Pratlk *
Basu.P.P
Bawa Harmeat Singh
Bexi U.S.
Baxi R.N.
Bazml R Husain
Benjamin A. J.
Bhardwaj R.
Bhardwaj S.N.
Bhargava.K.N
Bhaskar.Q.R
Bhaskara Rao V.R.S.
Bhal A.M.
Bhol U.L.N.
Bhatia G.H.
Bhattacharjee B.K.
Bhattacharya A.K.
Bhattacharya B.N.
Bhattacharya J. K.
Bhattacharya R.N.
Bhattacharya Sasanka
Bindu N.
Designation/Nature Remuneration
of Duties Received
(Rs.)
Manager
Manager - Marketing
Financial Controller
Vice President - Industry Segment
Manager
Highly Skilled Workman
Commissioning Manager
Sr. Commissioning Engg
Site Manager
Manager- Personnel & Admn.
Sr.Manager- Engg.
Dy.Manager- Power Generation Service
Sr. Manager- Marketing
Manager - Marketing
Manager
Oy. General Manager - Finance
Sr.Managers
Corporate Information Systems
Manager - Finance
Manager - Marketing
Manager - Basic Engineering
Sr. Manager, Supply Management
Manager - Erection & Support Service;
General Manager - Projects
Manager - Taxation
General Manager
Ventilation 8 Airconditioning
Sr. Manager
Vice President - Corporate Finance
Resident Manager - Projects
Sr. Manager - Corporate Planning
Sr. Manager - Personnel & Admn.
General Mahagar- MV Switchgears
General Manager
Industrial Automation & Drives
Sr. Manager- Plant Services
Sr, Manager - Marketing
Sr. Manager - Services & Assembly
Manager
Oy. Manager
Sr.Manager - Engg.
Sr.Manager - Process Management
Sr. Manager - Materials
General Manager - Transformers
Manager - Services
Dy. General Manager - Marketing
General Manager
Vice President - Marketing
Manager - Quality Assurance
Sr. Manager - Marketing
Dy. General Manager - Services
388,329
356,444
325,282
1,211,815
330,694
307,486
836,769
412,707
544,593
253.540
348,903
)S 260.521
461,955
336,490
360,657
607,390
370,867
435,046
347,917
326,109
357,056
i 363,463
721 .066
359,308
784,385
397,077
615,595
541,179
388,683
389,21 1
863,016
201 ,758
372,775
387.383
409,183
345,907
306.277
370,993
380,144
394,290
972,279
352,462
603,904
921,331
951,146
448,456
389,410
462,076
Qualification
BE (Elec.)
B.Sc.(Engg.)
B.Com., FCA
B.E (Elec.)
B. E. (Mech.), P.G.D.B.M.
S.S.C.
Electrical Engineer
Electrical Engineer
Electrical Engineer
B.A, M.S.W.
B.E.. M.Tech.
B.Tech.(Mech.)
B.Sc..Engg.,PGDBM
B.E. (Elec.)
C.A.
FCA. CS(Inter)
M.E.(Elect.&Electronics)
Dip.ln Computer Program
Pgd In Software Engg.
ACA
B.E.(Mech.),PGDM
B.E.(Mech.)
B.E.(Elec.)
B.Sc.(Engg.)
B.Sc. (Hons.) B.E. (Elec.)
B, Sc.,ICWA (Inter)
B.E. (Mecn.)
B.Tech
B.Com. (Hons.).
A.C.A., A.C.M.A. (London)
B.E.(Tel)
H.M.C. (Bus. Systems),
M.B.A. (Management)
B.Com..LLB,Dlp
B. E (Elec. 8 Mech.)
B.E. (Hons.), E.E.. M.S.
(Hons. Physics)
B.E. (Mech.)
B.Sc.(Mech,Engg.), MBA
B.E (Metallurgy)
M.Tech
B.E (Elec)
B.E.(Elec.)
B.E.(Mech.)
B.E (Mech.)
B.E. (Elec.)
B.E.(Elec.)
M.Tech (Mech.),
B.Sc (Mech.), Dip. in GRM
M.Com., LL.B., PCS,
MBIM (Advocate)
B.E. (Elec.)
I.Sc., LEE
B.E. (Mech.)
B.Sc. (Engg.)
Expe-
rience
(Years)
17
16
17
35
19
32
18
37
22
9
17
16
24
21
15
19
19
19
11
20
27
24
35
36
32
20
30
31
14
35
32
9
23
23
27
22
26
17
24
30
29
22
23
35
34
35
22
22
Date of
Commence-
ment of
Employment
14/02/95
26/12/90
26/12/94
02/01/86
1 1/02/91
01/05/65
14/10/9S
19/03/97
01/11/94
27/07/88
15/06/94
27/03/97
01/07/73
11/02/87
20/05/94
06/12/79
20/10/84
30/09/61
06/D5/94
21/09/87
03/08/92
15/11/78
21/11/62
16/01/65
10/08/70
21/06/96
07/07/86
05/08/95
01/03/98
09/05/64
06/02/83
01/09/97
15/03/93
16/02/81
02/05/95
08/12/75
04/01/82
01/05/95
15/05/73
16/08/71
01/08/79
15/02/77
01/04/82
14/08/64
01/1 1/68
16/094
10/11/82
18/01/78
Age
(Years)
37
37
42
57
41
52
42
55
41
34
39
37
47
42
40
45
41
44
34
42
48
50
- 59
' - 55
56
50
52
52
32
54
55
39
48
44
52
46
47
41
47
54
50
44
47
59
54
57
45
47
Previous Employment
Name of the Company Designation
N.T.P.C.
VXL India Ltd
Indian Herbs Research &
Supply Co.
B.H.E.L
Biria VXL Ltd.
ABB Power Systems AB
Howe (India) Pvt. Ltd.
DLF Industries Ltd.
Airconditioning Corporation Ltd.
VXL India Ltd
Float Glass India Ltd.,
Universal Conveyor Betting Ltd
Sigma Consultants Ltd.
United India Insurance Co.
Munters India Ltd
GEC India Ltd
F Hartey SCo Pvt. Ltd.
Easman Power Plant Engg Co
Exacta Products Pvt Ltd
WestinghousOSaxby Farmer Ltd
Biria Kent Taylor
Ind- Suzuki Motor Cycles Ltd
B.H.E.L.
ABB Flaw Marine AB, Sweden
Khatau Junker
ABB Industrial Systems
W.S. Industries
Flakt India Ltd
B.H.E.L.
N.G.E.FLtd
N.T.P.C.
International Tractors
Kaowtha Steol Products
GEC of India Ltd.
Electric Construction &
Equipment Ltd.
Jyoti Ltd.
MICOLtd,
Jessop & Co.
Kesoram Industries & Cotton Mills
DCPL
Unique Erectors Pvt.Ltd
Dy. Chief Design Engr.
Dy. Manager, Marketing
Financial Controller
Add). General Manager
Astt. Manager
System Engg.
Commissioning Engg
Site. Manager
Sr.Etructrural Engineer
Sr.Manager
Sales Engineer
Asst. Manager
Manager- Finance
Accounts Officer
Management Consultant
Asat.Admn.Otl.
Manager
(Contracts.Comm.&Systems)
Asdt Manager
Sr. Manger (Operations)
Project Engineer
Cot Accountant
Production & Planning Engg
Regional Manager
General Manager (Fin. 8. Admn.)
Deputy General Manager
Business Controller
Plant Manager
Vice Preaident.lndustry Segment
Sr, Manager
Branch Manager
Sr.Manager
Junior Engineer
Dy.Chiet Design Engineer
Trainee
Engineer
Sales Executive
Engineer
Sr, Development Engineer
Assistant
Foreman
Shift Engineer
Construction Engineer
Engineer
Birger Jonsson '
Bjom Lindback
Bo Hurtig *
Borgaonkar.N.S
Bose T.B.
Brahmam V.V.S
Buran.L.V
Chakraborty Janak "
Chakravarty O.K.
Chakravorty S. "
Chandak A.M.
Chatterjee P.K
Chatterjee A.K.
Chatterjee Anjan *
Chattopadhyay Samir K.
Chattopadhyay Shyamal K
Chhabra.C.M
Chopra V.K.
Choudhuri S.
Chowdhury M.S. "
D'SilvaB.F.
Dakhne Ashok.A
Dalela K.C.
Damania N.B.
Dandekar.P.V
Daniel Crosson '
Das Ashok Ranjan
Das Janak **
Dasgupta Amit Kumar
Dasgupta Sandip
Dasgupta Tapas
Datta Prabir Kumar "
Datta S.N.
Datta Shambhunath '
Dattatri V.S.
Dave K.D.
Dayananda Hosabettu
Deb S.K.
Desai B.M.
Desai N.M.
Desai N.R.
Desai N.R. (Mrs.)
Desai R.U.
Deshmukh A.S.
Devan.R
Dhagat Jayant
Dharawat R.B.
Dhawan A
of Duties Received
(Rs.)
Site Manager
Site Administration
Manager - Erection & Commissioning
Sr, Manager- Projects
Dy. Manager
Sr. Manager
Sr. Manager - Quality Assurance &
System Dev.
Dy. General Manager - Power Systems
Manager - Relays
General Manager - Mktg (Hydro)
Regional Manager
Sr. Manager - Contracts
Dy. General Manager - Pulp & Paper
Manager - Contracts & Production
Dy. General Manager - Supercharger
Manager - Contracts
General Manager
Power System Comm.SElec. Metering
Sr. Manager
Dy. General Manager- Engineering
Manager - Production
Dy. General Manager
Process Optimisation
Site Administrator
Manager - Indl. Engg. &
Quality Control
Assistant
Manager - Paint Finishing System
Erection Manager
Sr. Manager - Quality Assurance &
Bus. Coordination
Dy. General Manager
Supply Management
General Manager - Engg.
Dy. General Manager - Mfg.
Manager - Marketing
Dy. Genereal Manager - Power Systems
Dy. General Manager - Relays
Dy. General Manager
General Manager & Company Secretary
Manager (Baroda Branch)
Dy. Manager - Marketing
Manager
Sr. Manager- Mktg.
Dy. Manager - Commercial
General Manager - Circuit Breakers
389,066
405.408
395,688
388,894
376,245
302,398
361,456
756,933
328,533
234,506
381,957
844,501
347,261
303,778
399,904
351,386
574,606
371,289
368,490
508,313
724,457
400,733
549,222
374,147
602,301
447,486
351 ,840
302,663
554,038
318,016
361,369
355,431
356,072
155,393
823,577
539,058
320,338
566,219
532,690
391,012
369,375
934,001
474,496
333,365
331,594
368,814
315,699
927,679
Qualification
Electrical Engineer
Electrical Engineer
M. Sc.
M.Tech(Power Sys),D.B.M
B.E. (Elec.)
B.Tech. (Mech).
Adv.Dip In Management
B.E.
B.Tech. (Chem.)
B. Sc., Bme Fiv,C' Engg.,
P O(Sqc)
B.Sc. (Elec.)
B.E. (Elec. |
B. Sc., B.Sc. (Engg.) (London)
B.E. (Elec.)
B.A. LLB,
B.E. (Chem.), M. Tech.
B. Sc. (Engg.)
B.E (Elec.)
D.E.E.
B.E. (Elec.)
B.Sc.(Engg.), PGO(MM)
B.E. (Telecommunication)
M.E.
B. Sc., B.E (Mech.}
L E E, V J T I
M.E (Elec.)
Electrical/Electronic Engineer
B.Sc., AMIE (Mech.),
PGDBM.Chartered Engr.,
GIE, MIIE, ICWA
IV Std.
I. Sc., BOAT (Mech & Elec.)
B.Sc.
B.Sc. (Hons.), B.M.E.
SF. Std.
B.E. (Elec.)
B. Sc. (Engg.) MIE
B.E, (Elec.)
B. E.(Elec)
B.E Elects Comm
B Tech. (Elec.) MBA
B.E. (Elec.)
B.Tech (Elec.)
B.E (Elec.)
B. Com.(Hons.), LLB, PCS
B.E. (Elec.)
D.E.E.
B.E
B.E. (Elec.)
B. Com. LLB
B.Sc. ( Elec. Engg.)
Expe-
rience
(Years)
29
31
15
19
18
16
23
21
33
16
22
33
24
22
20
25
27
31
21
18
25
24
29
28
32
27
24
24
34
17
26
29
31
36
33
34
24
23
26
20
19
19
21
27
20
19
27
25
Date of
Commence-
ment of
Employment
12/05/97
08/04/97
01/05/95
13/11/82
01/09/86
26/08/94
28/01/82
29/07/81
06/12/80
14/02/95
01/01/80
19/11/73
09/04/85
14/02/97
08/03/82
24/10/77
04/12/92
01/12/66
18/05/81
02/09/82
02/02/74
17/02/80
22/05/87
09/10/46
19/05/80
14/04/95
25/10/76
01/02/73
16/07/68
08/07/85
06/04/82
01/05/68
14/07/69
01/12/65
22/06/64
08/09/76
01/10/75
15/02/95
22/02/82
20/06/77
05/09/78
19/08/93
17/06/77
02/1 1/78
03/12/82
01/04/86
21/08/73
15/12/73
Age
(Years)
52
55
49
45
40
41
46
46
57
40
58
57
47
43
45
48
47
52
44
48
48
46
55
52
55
50
52
49
53
40
53
49
54
59
55
56
48
47
48
44
45
44
44
52
45
41
51
49
Previous Employment
ABB Assist AB
Jyothi Ltd
Incab Industries Ltd.
Hindustan Aeronautics Ltd.
Telco
Power Project Engg. Divn.
Biecco Lawrie Ltd
N.T.P.C.
Controls & Schematics Pvt.Ltd.
Mareen Electronics
GEC of India
Consolidated Fibres &
Chemicals Ltd.
Bharat Heavy Plates &
Vessels Ltd.
American Refrigerator
Crompton Greaves Ltd
H.Guru Instrument Pvt.Ltd.
Andrew Yule & Co.
Semi Conductors Pvt. Ltd
Power Electronics & Projects
Triveni Engineering
Advani Oerlikon Ltd
ABB Ludvika
ACC Babcock Ltd.
Jessop & Co. Ltd.
Airotricals India Ltd.
Heinlehman India Ltd.
Bluestar Engg Co Ltd
Chatterjee & Polk Pvt. Ltd.
Jyoti Ltd
Industrial Electronics
N.T.P.C.
Asian Electronics Ltd.
Escorts Tractors Ltd.
Yashmum Engg. Ltd.
Laxson's Engg & Elect. Co.
Jyoti Marketing SProjects Ltd
Jyoti Wire Industries
Commissioning Engg
Commissioning Engg
Administrator
Asst. Development Engg.
Project Engineer
Manager- Planning & Scheduling
Engineer
Scientific Officer
Chiel Inspector
Senior Manager
Jr.Engineer
Production Manager
Sr.Sales Engineer
Sr. Manager - Personnel
Engineer
Asst. Production Engineer
Area Marketing Manager
Sales Engineer
Project Engineer
Trainee Engineer
-
Manager - Design
Manager - R&D Co- Ordination
Project Engg
Jr. Indl. Engineer
Apprentice
Sales Engineer
Sales Engineer
Asst. Engineer
Asst. Manager
Junior Engineer
Sr. Manager
Engineer - Quality Control
General Manager & Secretary
Sr. Engineer
R&D Engineer
Dy. Product Sales Manager
Accounts Assistant
24b
SANSCO SERVICES - Annual Report s Library Services - www.sansco.net
Statement under Sub-section (2A) of Section 217 of the Companies Act, 1956 read wit h the Companies (Part iculars ol Employees)
(Amendment ) Rules, 1994, and forming part of t he Directors' Report for t he year ended 31 December, 1997.
Dhool B.B.
Digraskar M.M.
Dinabandhu Santra
Diwakar P.J. *
Oubey O.P.
Dutte Prabir
Ferdinand E.J.
Fernandas Pramod N.
Qagvani.P.H
Gambhir Anil
Qanctil RS.
Qantl K.H.
Garg K.L
Georgekutty Punooae
Ghatak Ranjith.K
Ghosh Pinaki
Ghosh S.K.
Ghosh Swapan Kumar
Ghosh Swaraj Kumar '
Ghoshal D. K.
Glenn Kartsoon
Gomes.P.P
Gopalakrishna.K '
GopatanB. *
Goplnath Anur.P
Goran Anderason '
Goran Isacsson
Gome S.V.
Gupta A.K. '
Gupta M.C.
Gupta Ornkar
Gupta S.S.
Gupta Yogesh Kumar
Gupte A.V.
Gurkha M.K. "
Gururaj Koppam
Guy Robttallo
Haken Persson
Haldar P.K.
Hanagodu P.N.
Harlsti S. K.
Helmut Hambrecht
Indira Challam
Jagadeesh J.
jaikumar T.A.
Jain Aditya P,
Jakate S.P.
Jan Goran Kartstrom
Javed Afaque
of Duties Received
(Rs.)
Dy. General Manager - Retrofit
Manager- Marketing
Dy.Manager- Power Plant Control
Sr.Manager - Administration
Dy. General Manager - Manufacturing
Manager - Industrial Air Handling
Oy. General Manager
Industrial Power Plant
Dy. General Manager
Human Resources
Sr. Manager - Finance
General Manager - Component Mfg.
Sr.Manager - Project Management
Sr. Manager - Engg
Manager
Manager - Contract Management a
Paint Finishing
Dy. General Manager- Finance
Dy. General Manager
Environmental Systems
Manager - Contracts
Sr. Installation Engg
General Manager - Metals
Dy. General Manager - Projects
Sr. Manager - Manufacturing
Manager
Project Director
Manager - Manufacturing
Sr Manager - Projects
Dy. General Manager- Metals
Manager - Projects
Manager (Chandigarh Branch)
Dy. General Manager - Engg.
Manager - Marketing
Watchman
General Manager - Relays & Protection
Civil Engineer (Design)
Sr.Manager - Marketing
Manager- Power Generation Services
Manager - T.Q.M.
Vice President
Power Generation Services
Wireman
Manager - EDP
General Manager (Western Region)
Sr. Manager
Planning Manager
Dy.Wanager - Engg.
454,951
70,672
304,993
357,493
521,221
370,102
422,452
527,912
576,178
382,620
206,618
285,126
424.862
320,788
598,552
325,522
552,775
521,043
34,690
550,329
711,553
666,020
362,833
380,652
356,998
136,902
3,266,782
390,141
214,368
443,009
330,330
370,780
436.005
307,123
406,838
676.655
920,303
672,402
391,271
360,451
342,800
908,326
307,165
342,224
620,146
386,330
351,366
1,430.994
308.068
Qualification
B E (Bee.)
B. E. (Elec.)
B.Tech.(lnstrumentation)
B.A. (Eco. )
B.E. (Mech.)
B.M.E
B.E. (Elec.)
B.Sc., LLB, PGDBM
B.E (Elec.)
B. Com. (Hons.) F.C.A., A.C.S.
B. E. (Elec.),
Cert In Ind. Management
L.M.E (Mech.)
B.E.( Hons.) Mech.
B.Sc (Engg)
M.Tech
B.E. (Mech.)
C.A, I.G.W.A.I. M.Com
B.E. (Mech.)
B.E. (Elec.)
B.Sc.(Engg.)
Dip., School of Commerce
B.E, (Elec.), B.E (Tel)
D Mil (I.M.S)
B.Tech. (Elec.)
B.E.
Electrical Engineer
M.Sc.
B.E. (Mech.), IPMM, DBM
M.Tech.
B.E.(Hons- ) Elec., M.B.A.
B.Tech. (Elec.)
B.E. (Elec.)
B.Sc.Engg.(Mech),
M.Tech., MBA
B.E., M.M.S.
VStd.
B.E.
Civil Engineer
Electrical Engineer
B. Sc. (Engg.)
B.E. (Mech.), MBA
B.E.'Mech.)
MS, ME. BS, PE
XStd.
M.Sc
B.Sc. (Elec. Engg.)
B.Sc.. LLB., PGDPM
B.E. (Mech.). M.Tech (Maint.)
Technical Engineer
B.E.(Mech.|, PGDM, PGDIM
Expe-
rience
(Years)
34
16
14
35
30
28
16
20
33
14
35
28
23
14
33
8
24
25
:> 6
29
.13
26
24
16
19
13
16
20
34
24
14
24
20
12
26
31
19
31
33
17
16
2S
33
13
26
14
25
28
12
Date of
Commence-
ment of
Employment
01/08/70
10/10/85
27/01/95
18/01/63
30/04/95
06/06/96
05/1 1/82
1 1/1 1/93
02/01/86
01/11/95
23/07/62
01/03/68
08/10/92
16/02/87
02/05/83
22/08/83
01/10/82
13/09/76
02/08/89
24/01/68
01/09/96
12/11/69
09/04/93
13/06/94
29/07/B8
01/10/97
29/1 2#5
25/07/86
24/10/82
31/03/95
01/04/86
01/01/87
1 1/03/93
04/01/90
12/01/72
01/10/84
01/04/94
16(10(96
18/01/65
04/1 1/92
31/10/96
02/01/95
28/06(79
12/09/90
01/08/79
17/07/98
12/09/88
21/04/95
16/05/95
Age
(Years)
57
41
38
58
54
50
39
42
58
37
57
50
45
36
57
43
51
49
49
54
53
51
57
44
45
45
39
44
59
47
38
46
41
37
49
53
49
51
57
40
39
53
54
39
49
35
38
44
35
Previous Employment
Tata Merlin
N.T.P.C.
B.H.E.L
GEC Alsthom India Ltd.
Tata Advanced Materials Ltd
B.H.E.L
Super Seals India Ltd.
Vishakapatnam Ore Trust
B.H.E.L
B.H.E.L
Mahindra Spicor Ltd.
Bennett & Coleman Co. Ltd.
Hopes Metal Industries (I) Ltd.
Otto India Pvt. Ltd.
Electric Construction &
Equip. Co Ltd.
Taylor Intrumenls.
B.H.E.L
Kirioskar Electric Co. Ltd
M SUniversity
Mecon India Ltd.,
Jyoti Ltd.
Siemens India Ltd
Desein Pvt. Ltd
Phillips (India) Ltd.
English Electric
Company of India Ltd.
ABB Transformer
Cedco Technical Services Ltd.
Widia (India) Ltd.
ABB Combustion Engg Inc.
Philips India Ltd.
Alpha Systems Pvt Ltd
Gandhi 4 Co.
N.J.P.C. Ltd.
Nedte Roller Bear Co Lid.
B.H.E.L.
Sr. Design Engr
Dy .Superintendent
Addl. Gen. Manager
Sr. Manager - Design & Engg.
HR Manager
Assl. General Manager
Sr. Manager & Co.Secretary
Manager
Assl General Manager
Project Engineer
Accountant
Engineer - Planning Contract
Asst. Manager
Sales Engineer
Test Engg
General Manager
Manager
Senior Engineer
System Designer
Project Director
Lecturer
Engg- Manager
Sr. Project Engr
Project Manager
Principal Enginner
Office!
Sales Manager
Supervisor
Installation Engg
Dy.Mafiager
Director
Operator
Manager
Sr, Sales Engineer
Manager (IR/Law)
Manager
Project Engg
Sr.Englneor
24c
Jayagopal A.K. *
Jayakumar S.
Jeyashri K
Jha B. N.
JhaV.
Jha.N.K
Joshi P.A.
Joshi V.M.
Juneja Vinod K
Kailasanathan N
Kamat D.S.
Kampani Brij
Kanagalekar.P.V.
Kanagavel K '
Kane.C.N
Kanetkar V.R. (Dr.)
Kanitkar A.P.
Kantawala G.R. '
Karmarkar S.
Kashyap A.K.
Kaura K.K.
Kenneth Persson "
KetkarA.B.
Kjell Strand
Kolagada Prakash
Kolaskar.M.M
Kothari J.R.
Krishna Kumar M.
Krishna Kumar.P
Krishnamurthy.N.J
Krishnan Nair.V
Lahiri S.
Lahiry P.
Lars Goran Olhsson '
Lars Lundin
Lars Timmonnen
Lokesh Bagur.H
Mahadevan R.
Mahadevan S. '
Mahadevan T.S.
MahadikG.A.
Maira Satinder Kumar
Malhotra Anup Kumar
Malik A.K.
Mallick.K.K
Mandapa B.C. *
Mangal A.K.
Mani V.S.
Markko Valtonen '
MarkoKljaic
MataliaM.G.
Designation/Nature Remuneration Qualification
of Duties Received
(Rs.)
General Manager - Large Projects
Asst. Manager - Taxation
Manager - Customer Focus
Dy. General Manager Power Systems
General Manager
Sr. Manager - Plant Maintenance
General Manager - EDP & Systems
Manager (HRD)
Manager
Dy. General Manager - Tech.
Sr. Manager
Manager R&D
Manager - Marketing Support
Genera] Manager
Software Development Centre.
General Manager - Motors
Whole- time Director
817,416 B.E.(Elec)
366,435 B. E. (Elec.).
300,389 B.Com.AC.A
366,393 B.E.(Mech.), M.Tech
400,571 B.Sc. Eng. (Elec.)
Dip. in Maint. Management
428,229 B.Tech (Elec)
634,632 B.E. (Mech. & Elec.)
370,044 B.E. (Elec.)
4)7.568 B.E. (Mech.)
815,402 B.Sc.,Dsm
330,473 M.A. Ind, Phy.
310,242 B. E. ( Elec. )
566,474 M.Sc. (Elec.)
531,842 B.E. (Mech.)
353,289 M.Sc
334,633 B.E (Elec.) M.Tech (Ph.D)
392.331 B.E. (Electronics &
Communications)
385,921 B.E.(EleC- )
791,755 B.E.(Elec.)
614,453 B.E. ( Elec.), M B A
2,547,394 B.E.fHons.) Mech. Engg.
476,503 Electrical Engineer
General Manager - Low Voltage Systems 556,487 B. E., DIE
Sr. Civil Supervisor
Dy. Manager
Sr. Manager - Projects
Dy. General Manager - Budget & MIS
Sr.Manager Engg.
Manager - Sales & Contracts
Sr. Manager - Production
Manager
General Manager - Marketing
Dy.General Manager
Spares & Services
Sr. Installation Engineer
Manager
Sr.Manager- Project Mgmt.- Ppc
Dy. Manager - Admn.
Manager - Marketing
Watchman
Sr. Manager - Environmental Services
Sr.Manager- Engg.
Sr.Manager- Engg.
Manager
General Manager (OSM)
Manager Marketing
Vice President - Corporate Technical
Field Const.Manager
Manager
505,282 Civil Engineer
326,406 B.Tech, M.Tech
387,002 B.E. (Elec.)
655,191 B.Com.,AICWA
367,275 B.Sc.(Engg).
375.486 B.E.(ElectricaliElectronics)
384,111 B.E.(Electrical)
302,366 B.Sc. Engg.
609.823 B.Sc.Engg. (Elec)
538,698 B.E.
689.873 Vocational School
353,070 M.Tech
393,761 B.Sc. (Engg.)
100,215 S.S.L.C.
357.080 B. So. (Engg.)
389,695 S.S.L.C.
459,843 M. Tech.(Chem. Engg.)
413,402 B.E..(Hons.)
355,927 B.Sc.Engg. (Hons.), Mech.
326,185 B.E.
503,385 B.E. (Elec.)
353.193 B.E..MBA
1,247,457 B.E. (Elec.)
1 .01 5,884 Electrical Engineer
366,196 B.Tech. (Mech.)
Expe- Date of
rience Commence-
(Years) men! of
Employment
38
22
11
20
24
21
35
23
24
25
26
13
23
36
28
13
26
28
26
28
30
25
27
30
15
28
24
17
20
23
13
38
24
31
31
17
18
20
35
24
30
26
20
18
15
26
19
37
31
27
21
22/05/86
30/03/76
13/06/86
21/03/94
08/01/80
05/09/63
01/03/68
15/12/79
27/10/92
1 8/06/84
01/06/79
04/05/92
04/09/80
30/03/84
15'04/85
16/06/95
10/05/52
15/04/77
19/01/87
16/04/94
16/04/63
19/06/96
03/09/79
01/03/95
05/07/93
01/08/75
01/05/79
04/08/95
31/01/86
02/01/85
02/07/92
16/11/94
29/12/73
04/03/97
10/06/96
08/10/96
04/06/84
08/09/93
01/10/62
18/08/81
20/02/67
06/09/77
1 6/06/95
24/1 0/94
10/08/94
01/03/97
16/03/86
29/05/67
04/11/96
01/09/97
01/05/80
Age
(Years;
58
45
36
41
51
42
57
45
44
46
50
35
46
58
55
43
49
51
46
50
51
43
49
52
40
49
44
40
43
47
37
61
48
50
51
38
42
42
58
50
52
52
43
41
39
48
41
58
46
54
43
Previous Employment
I
Voftas International
Railway Workshop
B.H.E.L
Forbes & Forbes
Campbell Co. Ltd.
Universal Electrics
Flakt India Ltd.
PBI Ltd.
B.H.E.L.
M.G. Consultancy Services Ltd.
I.I.M.
GEC Alsthom India Ltd.
Advani Oeriikon
H.D.C Limited
Dynacraft Machine Co. Ltd
Larsen & Toubro Ltd.
Tata Electric Co
Voltamp Transformers Pvt.Ltd.
Siemens Ltd
Crompton Greaves Ltd.
ABB Transformer
NELCO
Swedjebackers AB
Shree Cements Ltd
M.S.E.B
Eicon Engg. Co. Ltd.
N.T.P.C.
Easun Reyrolle Ltd
N.G.E.F Ltd
B.H.E.L
B.H.E.L
ABB Transformer AB
Sewa Papers Ltd
N.T.P.C.
Swastik Air System Pvt. Ltd.
Neeri
N.T.P.C.
N.T.P.C.
Development Consultants Ltd.,
The Ahmedabad Elect. Co. Ltd.
NELCO
Indian Steel Wire Products
Jyothi Ltd.
Manager- Elec.Proiects
Trainee
Dy.Manager- Ouality Assurance
Maintenance Engineer
Senior Engg.
Regional Manager
Engineer
Manager
Systems Manager
Asst. Research In Pm
Asst.. Manager ( Mktg. )
Sr.Engineer - Network Control
Manager/Area Engineering.
Asst .Manager
Sr.Design Engineer
Development Engineer
Sr. Sales Engineer
Project Manager
Plant. Manager
Sr. Manager
Installation Engg
Q.C. Sr. Engineer
Inspector
Manager
Asst .Engineer(Testing)
Jr. Cost Accountant
Dy.Chiet Design Engineer
Senior Engineer
Technical Suptd
Senior Engineer
General Manager
Installation Engg
Installation Engg
Installation Engg
Engineer
Manager - Design
Sales Engineer
Scientist
Chief Design Engineer
Dy.Chief Design Engineer
Asst.Chief.Manager
Sr.Manager - (O&M)
Sr. Marketing Engineer
Electrical Engineer
Field Const Co- Or.
System Designer
Jr.Engineer
24d
Statement under Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars: of Employees)
Mats Rcm '
Mehretre Abhay
Mohta S.S.
Mendlratta Inder
Meswanl A.K. '
Mewar T.D.
Miguol Bertolucci
Millnd Shouche
Mohanty H.K.
Mohanty Tapan
Moni R.S.
Mookheijca Aleke
Mudallar R.
Mujumdar Blplab
Mujumdar.R.G
Murali S.
Muthappa.B.M
Naganaj.M.K
Nagpsl S.K.
Nalr N.G.G.
Nanavati Y.M.
Nanda NocraJ K.
Naqvi.S.S.A
Narayana Swamy C.
Narayanacharya T "
Narayanan C.R.
Narayanan M.A.
Nayak.P.B
Nijhawan S.C.
Pachaurl Arvind. K
Padma Venloteswaran
Pai M.K.
Pal Binoy Krishna
Pal S.K.
Palki Bapuji.S
Pancholi S.K.
Pancholi U.C .
Pandit C.P.
Pandya G.P.
Pandya K.M.
Pandya M.H.
PanJanU.K
Parmar J.D.
Petal A.D.
Patel A.S.
Patel G.R.
Patel J.J. (Dr.)
Patil K.N.
DeslgnatiorVNaturo Remuneration
of Duties Received
(Rs.)
Manager (Lucknow Branch)
Manager - Projects
Manager - Marketing
Sr. Manager - Materials
Manager - Marketing
Commissioning Manager
3r. Manager - Services
Vice President - Corporate
Personnel 8 HRD
Manager
Manager
General Manager - Air Pollution Control
Dy. General Manager
Low Voltage Apparatus
Sr. Manager HRD
Sr. Manager
Manager
Manager - Services
Sr. Manager Quality
Manager- San/ices
Manager
Vice President - Engg.
Assistant
Sr.Managef- tnto Systems
Sr. Manager Finance
Menager
Manager- Supply Management
Manager - Personnel & Administration
Sr. Manager - Coiporate
Information Systems
Dy. General t/anager
Sr. Manager - Engg. & Design
Sr.Uanager - Marketing
Dy.General Manager - Technical
Sr.Manager - Supply Management
Sr. Manager- Supply Management
Sr. Manager - Legal & Secretarial
Sr.Mansger - Supply Management
Manager - Projects
Manager - Supply Management
Sr. Manager - Technical
Manager - Designs
Dy. Manager - Materials
Asst.Manager - Production
Dy.General Manager
Dy. General Manager (R & D)
General Manager - Finance
175.501
339.962
360,304
379,370
158,875
319.776
464,750
355.378
1,540,163
319,466
322,329
694,111
368,189
870,331
615,025
406.647
353,803
365,358
1,754,526
346,558
356,264
355,030
311,541
985,791
359,856
400.798
420,829
350,483
328,394
306,687
352.204
516,503
133.530
351,346
522,259
411,668
421.136
424,039
376.617
317,915
340.748
351,370
347,631
314,059
307,933
416.468
418,253
744,256
Qualification
Electrical Engineer
B.E. (Elec.)
B.E. (Elec.)
B.E. (Elec.)
B. E. (Mech.)
B.E. (Elec.)
Electrical Engineer
B.E (Metallurgy)
M.A., Dip. in Eco.
Admin. & Management
B.E Mech
B.Sc. Engg. (Elec.)
B.E. (Elec.)
B.E. (Mech.) Dip. In Comp.
M. Tech.(Chem.)
B.E (Electrical)
B.Sc. Pgdir.Llb..Dip. T&D
B.E.(Civil)
B.E
B. Com. (Hons.), ACA
B.E. (Electronics)
B.E. (Mech.)
B.E. (Mech.)
M.Tech
B.Tech. (Elec.)
IX Std.
B.E., MBA
B. Com., PG Diploma
In Factoiy Management
B.Tech, D.I.I.S.C
AMIE (Mech.)
MSW. L L B
M.Sc.
B.E. (Elec.)
B. Tech. (Hons.)
B. Tech.
B.E, M.Tech.
B.E. (Elec.)
Dip.ln Management
BE. (Elec.)
B.A., LLB
B.E. (Mech.)
B.E. (Elec.)
B.E. (Mech.)
B.Sc (Engg), P.G.D.M (AIMA)
B.Tech (Elec.)
M.Sc. ( Electronics)
ITI
M.Tech.
B.E.E, M.Tech. (E), Ph.OE
M. Com., A.C.A
Expe-
rience
(Yeans)
15
17
25
23
26
21
25
22
36
19
17
31
20
28
23
24
24
17
35
17
30
14
13
28
16
21
35
17
25
13
21
30
35
19
23
24
24
3!!
26
18
23
20
19
23
33
19
18
21
Date of
Commence-
ment of
Employment
0</09/97
10/07/81
14/09/79
01/06/93
01/07/78
07/08/81
01/04/97
iaoe/78
04/04/81
14/07/94
14/02/95
01/09/97
01/09/77
01/02/78
01/02/79
19/04/93
01/09/95
19/08/86
03/02/64
23/12/94
01/07/67
29/10/92
04/03/91
16/01/95
02/11/81
01/12/93
15/05/67
02AJ5/84
27/11/89
22/11/96
11/09/95
09/06.76
24/12/35
02/09/80
01/10/71
28/09/95
02/10/78
19/09/77
25/02/72
18/12T/9
01/08/82
01/08/80
15/06/78
01/03/74
02/12/64
26/07/77
24/07/79
02/01/80
Age
(Years)
35
39
46
49
53
44
39
48
58
42
38
61
45
49
47
49
48
41
61
39
52
36
39
52
46
.13
B7
42
48
39
42
52
58
41
50
45
47
5'
49
41
46
44
42
50
54
45
45
50
Proviouc Employment
ABB Ltd
General Electric Co.
Cable Corporation of India Ltd
Mukand Iron & Steel
Jyoti Ltd.
Unique Engglneenng Ltd.
ICI Group of Companies
N.T.P.C.
ABB ABL Ltd
Chemical & Metallurgical
Co. Pvt. Ltd.
H.B.B Ltd.
SKF Bearings India Ltd.
Indian Army
AEG- NGEF Lid
Delhi Qas Co. Pvt Ltd.
N.T.P.C
B.H.E.L.
Wit Advanced Technology Ltd
N.T.P.C.
B.H.E.L.
Singer Sewing Machines
Company
Jay Hind Soaky Co.
M.N. Dastur & Co. Ltd
DCM Daewoo Motora Ltd.
B.H.E.L
H.B.B. Ltd.,
Braithwaite Company Ltd.
Debikay Electronics
H.B.B Ltd
Petrofils Coop.Ltd.
M P.E.B
International Tractor Co.
of India Ltd.
Stormac India Ltd
N.M.M. Ltd.
Electronic Contra! Gear
Nasik Super Tools
Comm Engg
Executivo
AQst Manager - Sales
Plant Mgr.
Project Enginear
Comm Engg
Metallurgist & Lab. In- Charge
Personnel fi IR Manager
Sr.Mcnagcr
Dy .Chief (Design Engq.)
Managing Director
Process Enginear
Design Engineer
Personnel Manager
Managat- Civtl Adrnn.
Engineer
Chioi Accountant
Supenmendent (Operations)
Sr.Manager
Senior Engineer
ExeCutvo Director
Manager .Systems
Accounts Assistant
Sr Mechanical Engineer
Oy Manager - P & A
Sr Manager
Engineer
Alst. Manager Design
System Engineer
Dy General Manager
Acst.OiQJneer
Assistant
Project Engineer
Sr. Deoign Executive.
Jr.Englneoi
Design Dcv Engineer
Accounts Officer
24e
PatilS.A. "
PawarJ.J.S
Pentti Eriksson '
Per Johansson *
PerOstlund *
Peters R.K.
Phene S.G.
Pillai K.S.
Prabhakar.L
Prabhat Nagar
Pradhan S.S.
Prahallad.C.H
Prajapati M.R.
Prakash R Mysore
Prasad M.P.
Prem Chand
Purohit Ramesh Kumar
Radhakrishna.A.K
Raghavan R.
Raghavendra
Raghavendra Prasad.B.G
Raheja Praveen *
Raina Vinod
Raisinghani R.J.
Raja Rao.B
Rajagopal.K
Rajan K.S.S.
Rajeev Kishore
Rajendra Kumar U.
Rajiv Krishnan
Rajiv. P.C
Rakesh Chandra
Ramakrishna M
Ramakrishnan K.H.
Raman M. "
Ramesh.N
Ramnath K.V.
Hane J.A.
Rao Dilip KJ
Rao Gangadhar M
Rao J.G.V.
Rao J.S.
Rao M.S.
Hathnakar.K
Ravi Kapoor
Ravishankar.T.R
Ray Amiyanath '
Ray Chaowdhury B.K. "
Ray S.K.
of Duties Received
(Rs.)
Draftsman
Sr. Manager - Personnel
Sr.Civil Engg
Dy. Manager - Finance
Sr.Manager - Services
Manager - Flexible Automation- Robotics.
Sr.Manager - Legal
Manager
Sr. Manager - Business Dev. &
Quality Assurance
Dy.Manager
Sr. Manager - Business Development
Manager - ESC (Power Plant Control)
Manager - Project Management
Sr. Manager
Dy. General Manager
Supply Management
Manager - Marketing
Dy. Manager
Sr.Manager - Mariteting
Manager - Marketing
Manager
Dy. General Manager - Finance
Dy. General Manager
Industrial Air Handling
Sr.Manager - Project Engg.
Dy.Manager Marketing.
(Power Plant Control)
Manager
Dy. General Manager- HRD
General Manager - Services
Sr. Manager
Sr. Manager - Services
Manager - Finance
Sr. Manager - Power Electronics
Dy. Manager - Logistics
Dy. General Manager - Projects
Manager
Sr. Manager
Dy.General Manager - Metallurgy
Manager - Technical
Sr. Manager
Sr. Manager
General Manager
Air Handling Equipment
General Manager - Eastern Region
383,643
357,492
844,664
180,870
162,563
330,478
303,024
387,828
380,143
367.446
457.331
353,941
392,381
319,476
417,582
359,532
323.602
409,620
602,854
308,094
304,824
152,138
338,246
372,007
356.123
514,091
532,960
417,131
302,922
331.610
421.095
789,804
356.537
370,324
220,142
417.434
362.449
310,403
474,149
297,469
401,271
548,407
379,495
363,160
424.013
373.426
409.148
302.730
871,862
Qualification
Draftsman (Inter)
MA, IRPM, DLP
Civil Engineer
Electrical Engineer
Electrical Engineer
D.M.E.
B. A.
Dip. In Mech. Engg..
AMIE (Mech)
B.E. (Electrical)
B.Com.,LLB,CS(Inter)
B.E. (Elec.)
B.E.
B.Sc.. B.E. (Electronics) Mie
(India) Chartered Engineer
e.E.(Electronics)
B.E. (Elec.)
B.Sc.fEngg.)
B.E. (Mech.)
B.E.
B.E. (Elec.)
B.E. (Elec.)
D.E (Elec)
B.E.(Elec.). MBA
B Sc. ( Engg. ) M. Tech.
B.E. (Mech.)
D.E
C.A
B.E. (Elec.) DIISC
B.E.(Electronics)
B.E..(Elec). M.Tech.
(System Engg.)
B.Tech
B. Com/P.G.D.I.H.SP.M.
B.SC..8.E. (Elec)
M.Tech
M. Sc. (Engg.)
B.SC...CA..AICWA
B.E(Electrical), M.E(Electrical)
B. Sc.
LME ,8A
B.E (Elec.) (Hons)
B.E. (Mech), M.E. (Welding)
LME
B.E. (Elec.)
B.Sc., B.E.
D.Mit, B.Sc
B.Sc..(Engg.)
B.E
B.E. (Mch.)
IX Std.
B. E. (Elec)
Expe-
rience
(Years)
17
19
31
3
14
26
35
28
25
18
20
14
26
15
26
21
14
30
33
27
29
24
17
24
33
17
26
19
12
15
18
31
20
25
11
21
25
20
23
16
33
26
28
22
19
17
33
29
33
Date of
Commence-
ment of
Employment
15/09/83
14/04/85
15/03/96
01/09/97
14/09/97
30/03/83
01/04/63
27/06/94
01/09/84
23/12/96
23/05/77
31/01/86
01/05/74
05/12/95
03/07/86
02/01/95
13/06/94
11/12/95
06/06/73
05/05/94
13/04/84
15'10/80
05*02/93
29/05/79
01/12/64
07/02/91
05/02/75
28/07/95
20/06/95
01/09/82
22/06/95
08/06/95
30/03/95
22/08/65
20/08/93
06/11/86
25/05/80
14/05/81
15/05/95
30/06/94
01/04/64
15/03/71
15/02/76
31/03/83
12/09/95
25/04/85
01/09/97
01/08/68
12/07/79
Age Previous Employment
(Years)
41
45
50
26
34
44
60
49
46
41
49
43
53
38
52
44
36
51
56
50
47
42
40
48
56
41
52
41
37
40
40
51
45
49
35
45
49
51
44
39
54
48
54
47
42
39
56
49
55
Star Steel Ltd.
Ivo International
AB8 Power Systems AB
B.H.E.L.
National Petrochemicals Ltd
Duncan Mcneill Ltd.
Batliboi & Co.
N.G.E.F - A.E.G Engo Co Ltd
Government of India
Instrumentation Ltd.
Jyothi Ltd.
N.T.P.C.
N.G.E.F.- A.E.G.Ltd
Banco Aluminium Ltd
Bharatia Cutler Hammer Ltd
Easun Reyrolle Ltd
N.G.E.F. Ltd.
N.M.M.Ltd.
Gujarat Commn &
Electronics Ltd.
B.H.E.L.
B.H.E.L.
Andrew Yule & Co. Ltd.,
B.S.E.S. Ltd.
Cable Compounds India Ltd.
Measurement Systems Pvt Ltd
Elpro International
Asea Ltd
Mecon India Ltd
Bharat Heavy Plates &
Vessels Ltd.
Bhargava Consulting Engineers
B.H.E.L
B.H.E.L.
Madras Atomic Power Station
ABB ABL Projects Ltd.
N.G.E.F. Ltd.
Factory Manager
Civil Supervisor
Design Engg
Development Engg
Manager
Senior Electrical Engineer
Sr.Manager- Legal
Sales Engr
Asst Manager
Trainee Engineer
Oy.Manager
Manager
Manager
Dy.Manager (Quality Assurance)
Deputy General Manager
Electrical Engineer
Dy. Manager
Sr. Project Eng
Marketing Exec.
Jr.Engineer
Deputy Manager
Sr.Manager
Dy.Manager
Senior Manager
Sr. DGM
Project Manager
Asst. Engineer
Manager- Fin.& Accts.
Senior Engineer - R&D
Insp. Engr.
Supervisor ( Prodn)
Asst Engineering Manager
Dy. Manager
Project Engineer
Senior Engineer
Sr.Manager
Scientific Officer
Director
Technical Supdf.
24f
Annexure - B to Directors" Report
Name oi the Employee
Ray Slddhartha
Raymond Hansson *
Rebati Das
Roy Indranll
Sadhu Inder Kumar
Sahi Glrloh Kumar
Sahi Jayant
Sanjeev Singh Nagpal
Sankara Narayanan 3.
Sam Mukund.T (Dr.)
Sardana D.K.
Sastrl N.J.
Satyanamyana P. (Dr.)
Sawanl D.S.
Sayan P.V.S.
Sen Qoutam
Sen Satyabrata
Sengupta A.K
Seshaglrt Rao.K.Q
Sethuraman V.
Shah D.V.
Shah J.R.
Shah R.C.
ShahS.N.
Shah S.S.
Shah T.R.
Shaikh M.S.
Shankar N.Q.
Sharma Aahok Kumar
Sharma Deepak
Sharma Kamlesh Kumar
Sharma Mukesh
Sharma R.K.
Sharma Raju
Sharma H. A
Sharma.K.LS(Dr.)
Shastri Prafulla B.
Shenoy P.S.
ShelJl K.J.
Shirall S.B.
Shrikhande V.J.
Shrlnlwar G.U.
Shukla S.C.
Singh A.K.
Slnghal.S.R.
Slezak V.
Smith Daphne "
of Duties Received
(Rs.)
Sr. Manager - Contracts
Site Manager
Manager
Manager - Power Generation
Vice President
(Transmission Segment)
General Manager - Northern Region
Dy. General Manager - Supply Mgmt.
Sr.Manager - Customer Focus
Sr. Manager - Electrical
Sr. Manager - Relay Protection &
Substation Automation
Sr. Manager Services
Manager (Hyderabad Branch)
General Manager (R & D)
Sr.Manager- Engtneering
Sr.Manager - Marketing
Sr. Manager - Order Management
Manager - Services (IAD)
General Manager - Finance
Manager - Marketing
Dy. General Manager
Power Systems Communication
Manager
Sr. Manager - Quality
Dy. Genera) Manager
Manager - Marketing
Dy. General Manager - Internal Audit
Senior Manager - Power Electronics
Sr. Manager
Corporate Support Services
Dy.Manager- Power Generation Services
Sr.Manager- Engg.
Dy. Manager
Manager - Projects
Manager
Dy. General Manager - Network Control
Manager- Engineering
General Manager Southern Region
Oy. General Manager - Taxation
Dy.General Manager- Finance
Sr. Manager
Dy. General Manager (HRD)
Sr. Manager - Ventilation &
Airconditionlng
Sr.Manager - Services & Assembly
Sr. Manager- Projects
Engineer
Secretary
359,175
599,546
314,285
354,070
1,117,682
908,040
519,600
421,546
401,726
423,974
413,724
315,844
685,246
334,607
366,522
406,800
379,071
370.41 1
387,596
814,657
349,856
571,852
311,577
310,345
655,662
345,488
292,058
607,983
451,151
335,219
302,594
369,316
307,362
335,459
303,365
520,709
350,671
799,561
695,985
621,360
345,380
510,263
367,743
387,487
371,160
51.963
379,466
Qualification
B.M.E., Dip. in Management
Electrical Engineer
B.E. (Elec.)
B.E. (Elec.)
B.Sc. (Engg.)
B.E. (Elec.)
B.Tech.fElec.) . MBA
B.Sc. Engg., MBA
B.Sc. Engg.(Elec.)
B.E.(6tron),M.Tech.
(Pow Sys). Ph.D
B.E. (Mech.)
M.Sc (Tech)
B.E. (Hons.) ME (IISc.)
Ph.D (Liverpool)
DME, B.E. (Mech.)
B.E. .(Mech.)
B. Tech.
B.E.
B.Sc. (Engg.),
Dip. In Management
B.E (Elect)
ACA, PGDM
B.Tech (Elec)
B.E. (Electronics)
B. E. (Mech)
B.Sc., B.E. (Mech.)
B.E. (Bee.)
B.E. (Elec.)
B.E. (Elec.)
B.A.(ECO) A.C.A.
B.Sc (Engg)
B.E. (Elec), MBA
B.E. .(Elec)
B.Sc. Engg (Mech.)
B.Sc (Engg.) Mech.,
Advance Dip. In Management
B.E. (Mech.)
C.A
B.E (Elec),
M.Tech(Cent Engg) Ph.D
B.Tech. (Chem.)
B.Sc., (Elec. Engg)
B. Com., ACA
B.Com., ACA
B.E. Met. M.E. Met.
B. Sc. MLW & IR
B.E. (Mech.)
M.Tech.. B.E. (Hons.), B.Sc.
Post.Dip.lnst.Engg. &
Control Engg.
Technical Unj
B.A.
Expe-
rience
(Years)
24
34
17
19
33
31
25
20
16
25
23
21
29
30
17
27
22
22
27
21
24
25
14
22
25
19
23
17
21
15
12
17
13
21
9
24
14
37
20
19
18
23
31
23
27
13
13
Date of
Commence-
ment of
Employment
07/04/86
01/07/94
14/02/95
10/06/86
02/01/70
16/10/95
29/10/93
15/12/80
17/03/34
01/03/84
01/06/94
31/10/82
13/06/81
04/05/82
30/06/S5
02103/77
16/11/94
01/08/96
30/12/82
10/10/90
25/02/83
01/05/74
01/02/83
02/03/97
04/1 1/76
18/12/79
19/05/79
01/01/96
22/04/93
13/11/96
20/09/64
01/11/94
03/02/94
07/09/76
10/11/89
30/09/80
20/05/94
18/09/61
07/11/86
23/06/87
01/04/86
01/12/89
01/10/69
08/06/96
15/04/94
01/02/96
02/05/84
Age Previous Employment
(Years)
50
56
36
41
53
52
48
42
36
49
45
46
56
50
40
49
47
43
50
44
47
47
38
45
48
41
46
40
44
37
34
39
39
46
33
51
35
58
44
43
43
47
55
46
47
38
44
QRSE Ltd.
N.T.P.C.
ACC- Babcock Ltd
B.H.E.L.
GEC Alston India Ltd
Power Finance Corporation Ltd.
N.G.E.F. Ltd.
N.T.P.C.
V.R.C.E, Nagpur
B.H.E.L.
Yashman Engrs
I.P.C.L
N.T.P.C.
Blue Star Ltd.
F. Hartey 8, Co. Pvt. Ltd.
B.H.E.L.
N.G.E.F. Ltd
Sundram Clayton Ltd.
Electric Controlgear Ltd
Banco Ltd.
Jyothi Ltd.
Larsen a Toubro Ltd.
Max India Ltd.
B.H.E.L
N.T.P.C.
B.H.E.L.
N.T.P.C.
B.H.E.L
Hind High Vacuum Co Pvt Ltd
E.C.I.L
Tochnofab Engg. Ltd.
Mysore State Electricity Board
Shri Dinesh Mills Ltd.
NELCOLtd.
Jyothi Ltd.
Kalyani Brakes Ltd.
Ventura Fabrication Pvt. Ltd.
B.H.E.L.
Birta Kent Taylor Ltd.
ABB- PBSCzech Republic
Divisional Engineer
Reid Const. Co- Or.
A9st. Chief (Design Engg.)
Engineer
Commercial Engineer
Chief GM Marketing
Sr.Manager (Tech. Services)
Sales Engineer
Dy.Chial Design Engineer
Lecturer In (Elec.) Engg.
Sr.Manager
Adst Engineer
Dy.General Manager
Tech. Gr.l Pig.
Sr.Manager
Sr, Engineer - Marketing
Dy. General Manager (Operations)
Sr.Manager
Tech Suptd.
Manager- Finance
Resident Engineer
General Manager
Asst. Project Engineer
Sales Executive
Chief Internal Auditor
Project Manager
Manager- Administration
Sr.Engineer
Manager
Dy, Manager
Manager
Sr.Tech Officer
Manager ( Engineering)
Apprentice
Sr. Accountant - Taxation
Manager- Accounts
Sr,Engineor
Manager (HRD)
Sates Engineer
Sr.Manager.
Manager- Projects
Sates Engineer
24g
Name ol the Employee
Soni S.K.
Srinivas.B.G
Srinivasan N.
Sriram Y.
Sten Bohlin
Subehdar M Sanjeev
Subrahmanyam V.B.
Subramaniam A.M.
Subramanian S.
Subramanian V.R.
Sundar S.
Sundra Vadivel R
Sunil Khanna
Suprabhan R.
Sura J.N.
Suraji A Odedra "
Suresh.B.K
Sven Berglund '
Swapan Kumar De
T Sri Nagesh
Thiagarajan A.K.
Thomas. M.C.
Torbjom Englund *
Torvald Holmstrom '
Trivedi P.J.
UHCIaesson
UlfSjogren
Urrtesh R.
Upadhyay F.S, (Ms.)
Vancheswar V.
VarmaP.K. '
Vasavada A.J.
Venkatakrishnan K.
Venkatesh D.
Venkalesh.Y.S
Vinod Vaswani
Vishwanathan K.S.
Vrishabendra Swamy
Vyas M.K.
Wadhwa Harish Kumar
Walvekar P.M.
Zbynek Klever *
of Duties Received
(Rs.)
General Manager - Marketing
Manager
Dy. General Manager - Project Mgmt.
General Manager - HRD
Manager - Marketing
Manager - Services
Manager
Dy. General Manager - Business Devp.
Manager (Pune Branch)
Manager- Marketing
Dy. General Manager
Process Automation
Dy. Manager
Engineer - Quality
Manager
Dy. General Manager
Power Proj. Dev.- Energy Ventures
Managing Director
Manager- Customer Training
Manager - Finance
Dy. General Manager
Corporate Communications
Advisor Quality
General Manager Corporate Technical
Supply Mgt.
Manager - Corporate Technical
Manager
Manager - Marketing
Dy. General Manager- lndl Automation
Power Electronics
Dy. General Manager - Technical
Dy. Manager - Marketing
Manager Finance
925,181
352,616
680,277
812,3*4
662,876
326,234
346.948
307,532
595,551
377,909
330,249
315,395
586,508
365,651
300,720
448,889
320,593
606,820
407,764
469,948
2,414,728
407,3.10
335,357
171,907
351,136
134,902
758,182
309.229
390.514
498,584
148,884
820,194
367,265
308,626
338,041
376,662
444,392
445,663
435,959
300.626
300,437
373,691
Qualification
B.Sc.(Mech. Engg.)
B.E.
B.E. (Mech.)
MA(Tiss) P.M.* I.R. M.B.A.,
L.L.Ei., Dip T & D (Istd)
Electrical Engineer
E.g. (Elec.)
B.E. (Elec.)
B.Tech
B. 6. (Elec.).
B Tech. (Elec.)
B.Sc:., A.M. I.E., DIIT
B.E. (Mech.)
M.Toch (Electronics)
B.Sc (B.E. Mech.)
B.E. (Mech.)
D.6.E.
B.E.
Electrical Engineer
B.g.
B.Tech.(Chem.Engg.),
PGDBM (Fin.)
M. Tech., M.A.
(Business Administration)
B.Sc. Engg.(Elec) P.G.D.M.
M. Sc, App.Phy. Engg
Electrical Engineer
B.E (Elec.)
Electrical Engineer
Mechanical Engg.
B. Com., L.L.B., A.C.A
B.E. (Elec.)
B.E. (Metallurgy), M.Tech.
(Management & Systems)
B.Sc..Engg. (Mech.)
B.E, (Mech. I, Elec.)
B.E (Elec.)
B.E .Pgdie(Nitie)
B.E
B.E, (Inst. a Control)
B.E, (Elec.)
M.Tech
B. E. (Mech.)
B.Sc.(Engg.)
B.Sc., L.L.B., A.I.C.W.A.
Technical
Expe-
rience
(Years)
24
11
26
21
24
14
27
16
31
19
19
13
19
23
15
20
15
24
27
19
30
25
5
33
22
28
39
12
30
16
37
34
21
15
17
15
25
28
24
17
22
17
Date of
Commence-
ment of
Employment
16/02/93
01/05/86
14/10/76
15/12/91
08/1 1/96
25/02/87
01/07/70
15/05/90
06/04/76
01/07/87
16/04/86
15/06/87
05/06/93
01/04/78
15/09/82
17/08/78
17/06/94
01/09/96
02/05/94
16/08/95
01/07/84
01/12/95
22/05/97
27/08/97
21/10/75
01/10/97
19/06/96
08/12/94
19/05/78
05/10/94
24A15/96
08/12/68
21/08/85
30/05/90
19/10/90
01/05/92
02/04/86
04/05/83
21/06/79
12/12/86
27/08/94
07/01/95
Age
(Years)
45
36
47
42
49
37
57
39
53
41
47
37
42
46
39
43
41
49
50
42
53
49
31
58
47
49
61
35
52
42
60
57
46
39
40
37
48
50
45
40
45
43
Previous Employment
Backau Wolf India Ltd
Seshasayee Industries Ltd
Usha Rectifier Corpn.
(India) Ltd
Larsen & Toubro Ltd.
Tisco
Tata Merlin
Al Hassan Muscat
Core Consultancy Service
Tata Davy Ltd.
Taylor instruments Co. (I) Ltd
Unique Erectors
Tata Honeywell Ltd.,
N.T.P.C.
N.T.P.C.
Flakt India Ltd.
N.G.E.F.- A.E.G.Ltd
TNT Worldwide
Express Pvt. Ltd.
Bajaj Auto Ltd.
N.T.P.C.
Tamilnadu Electricity Board
B.E.M.L.
N.G.E.F. - A.E.G. Ltd
N.T.P.C.
ACC Ltd
N.G.E.F Ltd
H B B Ltd.
Usha Rectifier Corpn.(lndia) Ltd
Kinetic Honda Motor Lid.
ABB- PBSCzech Republic
DGM- Mktg.
Maintenance Engineer
General Manager (Personnel)
Station Design Engg
Asst Engineer
Engineer
Sr. Engr
Contracts Engineer
Project Executive
Erection Engineer
Sr. Manager - Field Engg Services.
Erection Engineer
Deputy Manager
Station Design Engg
Sr. Manager
Sr. Manager
Managing Director
Sr. Divisional Manager
Testing Engg
Design Engg
Testing Engg
Station Design Engg
Manager - Accounts
Sr. Manager - Mktg. Promotion
Executive Director
Supervisor
Asst. Engineer
Asst.Manager
Engineer
Asst. Chief Design Engineer
Manager Planning
Application Engineer
Engineer
Asst. Manager- Marketing
Manager - Costing
Testing Engineer
Voluntary Retirement Cases
Employed for a part of the year
(1) Nature of employment is contractual tor all employees. Other terms arid conditions are as per the Company's Rules.
(2) None of the above employee is related to any of the Directors of the Company.
(3) Remuneration received includes salary, bonus, house rent allowance, privilege leave encashment, personal allowance, overtime, value of rent free accommodation, Company's contribution to provident fund, superannuation, health
insurance premium, personal accident insurance, voluntary retirement compensation, leave travel assistance, medical assistance, Company's car perquisites evaluated in accordance with the Income- tax Rules as applicable and
Income- tax liabilities borne by the Company in respect of foreign technicians.
For and on behalf of the Board of Directors,
New Delhi K.N. Shenoy
18 February, 1998. Chairman
24h
(f) On receiving the confirmation, your depository participant will credit your account with the
number of shares so dematerialised and thereafter you will be holding the shares in electronic
form. Normally your account will be credited within 15 days.
(g) Your depository participant will give you a statement of holdings and will update your account
after each transaction like your bank account.
Corporate Benefits
As stated above, once you convert your shares into electronic form, we will be substituting NSDL as
the registered owner for these shares in our books. However, all corporate benefits like dividend,
rights, bonus will be issued to the beneficial owners, that is, the shareholders holding shares in
electronic form. For the purpose of dividend payment, NSDL will provide us with the details of the
shareholders and accordingly the dividend will be sent by us directly to you. Similarly for bonus
issues the distribution of the bonus entitlement will be done electronically to your account.
Rematerialisation of Shares
If at any time you wish to convert your holding of shares in electronic form back to physical scrips
you may do so by applying for rematerialisation through your depository participants. The cost for
such rematerialisation charged by your depository participant as well as the processing fees
charged by the Registrar and Share Transfer Agents in this behalf, will be borne by you.
Pledge/Hypothecation, etc.
You can take loans by pledging your electronic shares. The details can be obtained from your
depository participant.
How do you trade in electronic shares?
o Buying and selling electronic shares is just like buying and selling physical shares, the only
difference is trading in electronic shares is simpler and safer.
o if you wish to sell your electronic shares, you place an order with your broker (presently an NSE
member broker) under the BE Segment and instruct your participant by way of a delivery
instruction, which is a cheque like instrument, to debit your account with the number of shares
sold by you.
o when you buy electronic shares you must inform your broker about your depository account
number so that the electronic shares bought by you are credited into your account and instruct
your participant by way of receipt instruction to receive credit in your account.
o payment for the electronic shares either bought or sold is made in the same way as in case of
physical securities.
o the shares you have bought are transferred in your name the very next day of pay out with no
fear that the shares may turn out to be bad deliveries or fakes! No formalities of filing transfer
deeds, affixing share transfer stamps and applying to the Company for registration of transfers
of shares in your name.
For further details, you may please contact:
Mr. T. Koshy Vice President
National Securities Depository Limited
5th floor, Trade World
Kamala Mills Compound
Lower Parel
Mumbai 400 013.
Telephone: 91- 22- 4972964- 70 - Telefax: 91- 22- 4972993
Annexure "B"
List of Depository Participants (as on 2nd November 1997)
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Name of Participant
Abhipra Capital Ltd.
Action Financial
Services (India)
Limited
Alankit Assignments
Ltd.
ANZ Grindlays
Bank Ltd.
Canara Bank
Citibank N.A.
Coimbatore Capital
Market Services
Pvt. Ltd.
Dalmia Securities Ltd.
Dayco Securities
Private Ltd.
Deutsche Bank A.G.
East India Securities
Pvt. Ltd.
Geojit Securities Ltd.,
Global Trust Bank Ltd.
HDFC Bank Ltd.
Address
BM- 1, Dilkush Industrial Complex,
G.T./ Kamal Road, Azadpur,
New Delhi 110033.
Sonawala Bldg.,
Ground Floor
Green Street Corner
Opp. Old Custom House, Fort,
Mumbai 400 001.
103/104, Anarkali Market,
Jhandelwalan Extn.,
New Delhi 110055.
132, Mint Road, Post Box 1175
Mumbai 400 001.
Place of Operation:
90, M.G. Road
Mumbai 400 001.
NSDL Unit: 1st Floor,
Verma Chambers,
1 1 Homji Street, Fort,
Mumbai 400 001.
Custody Service, Ramnord House,
77, Dr. A.B. Road,
Mumbai 400 018.
K.G. House,
86, Government Arts College Road,
Coimbatore 641 018.
2nd Floor, 7, Lyons Range,
Calcutta 700 001.
3rd Floor, 7 Lyons Range,
Calcutta 700001.
Security & Custody Services
Kodak House, 222, Dr. D.N. Road, Fort
Mumbai 400 001.
DA- 114, Sector- 1, Salt Lake
Calcutta 700 064.
40/7997, Veekshanam Road,
Cochin 682 035.
67, Mumbai Samachar Marg,
Opp.The Stock Exchange - Mumbai,
Mumbai 400 023.
Custody Services, Sandoz House,
Dr. A.B. Road, Worli, Mumbai 400 018.
Telephone No.
011- 7241484
011- 7458140
011- 7244166
Fax: 011- 7215530
022- 2665440
022- 2665466
Fax: 022- 2661758/5916
011- 7535516- 21
Fax: 011- 7535538
022- 2665545/4881
Fax: 022- 2663221
022- 2674051/26931 57/
2651086//2658291
Fax: 022- 2675650
022- 4954703/4960426/4965477
Fax: 022- 4937620/494033 1/
4943400
0422- 312163/218446
Fax:0422- 211617
Fax:0422- 211617
033- 221 1672- 5/2200800/
2209480
Fax: 033- 2209438
033- 2202066/5066/5680
Fax: 033- 2211474
022- 2075778/5976/3262/3292
Fax: 022- 2075975/3077
033- 3345689/3345527
Fax: 033- 2489779/3586631
0484- 37 1 675 /37 1 466/ 373 686
Fax: 0484- 370921
022- 2884383/2654794/95- 96
Fax: 022- 2828149
022- 4951616/4960725/4960726
Fax: 022: 4951771
Sr.
No.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
Name of Participant
The Hongkong and
Shanghai Banking
Corporation Ltd.
HSBC Batlivala &
Karani Securities
(India) Pvt. Ltd.
IDBI Capital Market
Services Ltd.
Induslnd Bank Ltd.
Infrastructure Leasing
& Financial
Services Ltd.
NT Corporate
Service Ltd.
Indsec Securities and
Finance Ltd.
Industrial Development
Bank of India
Janata Sahakari
Bank Ltd.
Kotak Securities
Mercantile Securities
Ltd.
Morgan Stanley Trust
Company
Munoth Financial
Services Ltd.
Address
62/60, M. G. Road, Fort
Mumbai400001.
Construction House,
5 Walchand Hirachand Marg,
Ballard Estate
Mumbai 400 038.
IDBI Towers, 13th Floor,
Cuffe Parade,
Mumbai 400 005.
Induslnd House
425, Dadasaheb Bhadkamkar Marg,
Mumbai 400 004.
4th Floor, Mahindra Towers,
RBC, Worli,
Mumbai 400 018.
NT House, Off M. Vasanji Road,
Opp. Vazir Glass,
Near J. B. Nagar, Andheri (E),
Mumbai 400 059.
4th Floor, Express Building, 14, E- Road,
Churchgate,
Mumbai 400 020.
3rd Floor, Investment Division,
IDBI Towers, Cuffe Parade,
Mumbai 400 005.
754BB, Sadashiv Peth,
Kumthekar Marg,
Pune411 030.
Place of operation:
2nd Floor,
PMT Building,
Deccan Gymkhana
Pune411 004.
1st Floor, Bakhtawar, Nariman Point,
Mumbai 400 021.
Temple Tower, 3rd Floor
476, Anna Salai, Andanarn
Chennai 400 021.
Forbes Building, 5th Floor,
196 Charanjit Rai Marg, Fort,
Mumbai 400 001.
Sanghvi Plaza, 1st Floor,
Suit No. 16, 56, Jermiah Road,
Purusawalkam,
Chennai 600 007.
Telephone No.
022- 2651605(0)
022- 2674921
Fax: 022- 2625976
022- 2659944- 59
Fax: 022- 2659991
022- 2160180/81/82
Fax: 022- 2154256
022- 3857474/9494
022- 3896710(0)
Fax: 022- 3896707
022- 4935127
Fax: 022- 4930080
022- 8225599/1410
Fax: 022- 8215352
022- 2872277/2826056/
2046753
Fax: 022- 2046763
022- 2181055/2189171/21891 1 1
Fax: 022- 2182535
021- 2473429
Fax: 021- 2471510
021- 2321497
Fax: 021- 2471510
022- 2027040
Fax: 022- 2826630/2027115
044- 43301 78/4349495/4349622
Fax: 044- 4349596
022- 2096600
Fax: 022- 2096601
044- 6324833/5323484/41 32
Fax: 044- 6425382
Sr.
No.
Name of Participant Address Telephone No.
28. National Securities
Clearing Corporation
Ltd.
Trade World, 2nd Floor,
Kamala Mills Compound,
Senapati Bapat Marg, Lower Parel,
Mumbai 400013.
022- 4972950 Ext. 242
Fax: 022- 4972991
29. Reliance Capital Ltd. Place of Operation:
3rd Floor, Vrindavan Building,
Shree Ram Mill Premises,
Ganapatrao Kadam Marg, Worli,
Mumbai 400 013.
022- 4962780
Fax: 022- 4962425
30. Reliance Share and
Stock Brokers Ltd.
Brindavan, 3rd Floor,
Shreeram Mills Compound
Ganpatrao Kadam Marg,
Lower Parel,
Mumbai 400 013.
022- 4951943/4962720
Fax: 022- 4962425
31. S. S. Kantilal Ishwarlal
Pvt. Ltd.
3- A Khatau Building,
A.D. Modi Marg, Fort,
Mumbai 400 001.
022- 2650120/2651350
Fax: 022- 2651358
32. Shah Investors
Home Ltd.
2nd Floor, Agarwal Arcade,
Near Ambawadi Circle
Ambawadi
Ahmedabad 380 006.
079- 6449445/6448769
Fax: 079- 6449204/8769
33. Standard Chartered
Bank
4th Floor, Hoechst House,
193, Backbay Reclamation,
Nariman Point,
Mumbai 400 021.
022- 2846310/6287/6396- 97
Fax: 022- 2846285
34. State Bank of India Securities Services Branch,
4th Floor, Madhu Industrial Estate,
P. Budhkar Marg, Worli,
Mumbai 400 013.
022- 4975630/31
Fax: 022- 4973906
35. Stock Holding
Corporation of India
Ltd.
44/1 Mehra Estate, L.B.S. Marg,
Vikhroli (West),
Mumbai 400 079.
022- 2045483/84/85
5772836
36. UTI Securities
Exchange Ltd.
Indage House, 2nd Floor,
82, Dr. A.B. Road, Worli,
Mumbai 400 018.
022- 4962582- 85
022- 4975260- 64
Fax: 022- 4962581
ANNEXURE"C"
As on 04- 03- 1998
A COMPARATIVE CHART OF FEES CHARGED BY THE DPs FOR EQUITY SHARES
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
PARTICIPANT
Abhipra
Capital
Action
Financial
Services
Alankit
Assignments
Canara Bank
Coimbatore
Capital
Market
Services
Private Ltd.
Dalmia
Securities
Dayco
Securities
Private
Ltd.
Dena Bank
Googit
Securities
Global Trust
Bank
HDJ= C Bank
Account
Opening
Nil
Rs. 5007-
Nil
Nil
Rs. 2507-
Rs. 2007-
Nil
Nil
Rs. 3007-
Rs. 2007-
waivedtill
further
notice
Rs. 2507-
Account
Closing
Nil
Nil
Nil
Rs. 507-
Nil
Nil
Nil
Rs. 507-
Nil
Nil
Nil
Decnat
Rs. 27-
per cert.
Nil
Rs. 107-
per cert. (Max.
of Rs. 1757-
per request)
Rs. 27- per cert.
with min. of
Rs. 107-
Rs. 257- per
market lot
subject to max.
of Rs. 1507- per
request
Rs. 27- per cert.
subject to min.
of Rs. 1007-
Nil
Rs. 2 per cert.
(Min. Rs. 25)
upto 1,000
cert., Rs. 1 per
ceit. between
1,001 & 10,000
cert., Rs. 0.50
per cert, above
10,000 cert.
Nil
Rs. 1007- upto
1 lac, Rs. 1507-
between 1
to 10 lacs.
Rs. 2007-
Above 10 lacs
Rs. 37-
per certificate
Remat
(per cert.)
Rs. 157-
Rs. 127-
Rs. 207-
Rs. 257-
Rs, 257- per
market lot
Rs. 12.507-
(min. of
Rs. 1007- )
Rs. 127-
Rs. 207-
Rs. 257-
Rs. 257-
Rs. 157-
Custody
(per BnnLtn)
0.100%
0.050%
0.15%
0.10% p.a. for
high value
clients
Upto Rs. 10
lacs, 0.12%.
Above Rs. 10
lacs 0.10%
0.10% subject
to a min. of
Rs. 1007- per
month
0.06% charged
on the ITIEIX.
monthly bal-
ance. Bills will
bf; raised
periodically
0.045%
payable
quarterly
0.08% upto
Rs. 5 lacs,
0.7% between
Rs. 5- 10 lacs;
0.06% above
Rs. 10 lacs;
(min. Rs. 257-
per qtr.)
0.10% annually
only for
value above
3 lacs (Subject
to review)
0.15% upto
Rs. 1 lac,
0.11% from
1 lac to 1C)
lacs, 0.06%.
Above 10 lacs
0.06% payable
quarterly
Market
Transfer
(buy) per
transaction
Upto Rs. 5 lacs
0.15%. 5 lacs
to 10 lacs
0.12%, above
10 lacs
0.10%
0.075%
0.15% on value
for high value
clients 0.10%
upto Rs. 6 lacs
and above
5 lacs 0.075%
Upto Rs. 1
lac 0.10%.
Above 1 lac to
10 lacs 0.09%.
Above 10 lacs
to 40 lacs
0.08%, 40 lacs
& above
0.075%
0.10%
0.075%
0.05%
0.10% upto
Rs. 5 lacs,
0.08% above
Rs. 5 lacs
Nil
0.10% upto
Rs. 1 lac,
0.07% from
1 lac to 10
lacs, 0.05%
Above 10 lacs
0.080%
Market
T
ransfer
(sell) per
transaction
Upto Rs. 5 lacs
0.12%, 5 lacs
to 10 lacs
0.10%, above
10 lacs
0075%
Nil
0.15% on value
for high value
clients 0.10%
upto Rs. 5 lacs
End above 5
lacs 0.025%
Nil
0.025%
0.030%
C.05%
0.03% upto
Rs. 5 lacs.
0.01% above
Rs. 5 lacs
Nil
0.10% upto
Rs. 1 lac,
0.07% from
1 lac to 10 lacs.
0.05%. Above
10 lacs
0.020%
Off-
Marktjt
deals
0.15%
per
transac-
tion
0.12%
(on
pur-
chase)
0.15%
on
receipt
8 0.03%
on
delivery
0.12%
on
pur-
chase
0.11%
on
pur-
cnase
0.15%
on
pur-
chase
0.12%
0.12%
0.1%
per
transac-
tion
0.12%
on
pur-
chase
0.12%
on pur-
chase
Remarks
Security Deposit of
Rs. 1,500/- or
Rs. 2007- p.a.
Account maintenance:
Rs. 257- p.m. (payable
upfront p.a.). No custody
charges for shares of
Companies, making one-
time payment Co NSOL.
An incentive of Ro. 1007-
for every new account
introduced by client.
Security Deposit of
Rs. 1,0007- carrying interest
15% p.a. Annunl Charge?
Rs. 1507- p.a.
Security Deposit of
Rs. 1.0007- . Custody
charges for cos, making
one- time payment to
NSDLisO.05%.
Custody charges for cos.
who have paid one- time fee
to NSDL is 0.026%.
No custody charges for
shares of cos. making
one- time payment to
NSDL.
Custody charges for
companies that have paid
one- time fee to NSDL;
0.03%.
Dependants of Account
Holders will not be charged
for opening accounts till
31st August, 1997.
No custody charges
for Infosys shares.
No account opening fee or
custody charges for Infosys
shares.
Custody charges for cos.
who have paid one- time
fees to NSDL is
0.02% p.a.
Sr.
No.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
PARTICIPANT
IDBI Capital
Market
Services
NT Corporate
Services
IL& FS
Indsec
Securities &
Finance
Indusind
Bank
Janata
Sahakari
Bank
Karvy
Consultants
Ltd.
Kotak
Securities
Mafatlal
Securities
Munoth
Financial
Services
Reliance
Share &
Stock
Broking
SSKI
Securities
Stock
Holding
Corporation
of India
UTI
Securities
Exchange
Ltd.
Account
Opening
Nil
Rs. 1,0007-
Nil
Rs. 2507-
Rs. 2507-
Nil
Waived
till March
31, 1998
Nil
Nil
Rs. 5007-
Nil
Nil
Rs. 6007-
Rs. 1007-
Account
Closing
Nil
Rs. 1,0007-
Nil
not
decided
Nil
Rs. 507-
Nil
Nil
Rs. 1,0007-
Nil
Nil
Nil
Nil
Rs. 2007-
Demat
Rs. 27-
per cert.
Rs. 57-
per cert.
Rs. 27-
per cert.
Rs. 2.507-
per cert.
Rs. 27-
per cert.
Rs. 27-
per cert.
Rs. 27-
per cert.
Rs. 2.507- per
cert, upto Rs. 1
lac, Rs. 2.25
per cert. 1 to
30 lacs, Rs. 27-
per cert, from
30 lacs and
above
Nil
Rs. 37- per
cert. (min.
Rs. 157- )
Rs. 27- per
cert.
Rs. 100 per
request upto
Rs. 1 lac.
Rs. 500 upto
Rs. 10 lacs
Rs. 2,500 upto
Rs. 1 crore
Rs. 37- per
cert.
Rs. 2,57-
subject to a
max. of
Rs. 7,5007-
per trench/lot
Remat
(per cert.)
Rs. 157-
per cert.
Rs. 207-
Rs. 257-
Rs. 257-
Rs. 157-
Rs. 157-
Rs. 157-
Rs. 207- per
cert, upto
Rs. 1 lac.
Rs. 157- per
cert. 1 to 30
l acsRs. 12.507-
per cert, from
30 lacs and
above
Rs. 127-
per certificate
Rs. 157-
not decided
Rs. 107-
Rs. 157-
Rs. 257-
Custody
(per annum)
0.055% p.a.
payable
quarterly
0.100%
'
0.070%
0.150%
0.120%
0.120%
0.080%
0.16% upto
Rs. 1 lac,
0.11% Rs. 1
lac to 30 lacs.
0.06%, Rs. 30
lacs and
above
0.070%
0.150%
0.035%
0.050%
0.12% (min.
Rs. 1007- per
month)
0.1% upto
Rs. 25 lacs;
0.75% to
Rs. 25 lacs
and above
Market
Transfer
(buy) per
transaction
0.080%
0.075%
0.080%
0.065%
0.100%
0.070%
0.070%
0.15% upto
Rs. 1 lac,
0.10%
Rs. 1 lac to 30
lacs, 0.075%
Rs, 30 lacs
and above
0.050%
Nil
0.050%
0.060%
0.05% (min.
Rs. 757- per
transaction)
0.090%
Market
Transfer
(sell) per
transaction
0.030%
0.025%
0.020%
0.025%
0.100%
0.010%
0.020%
0.15% upto
Rs. 1 lac, 0.10%
Rs. 1 lac to 30
lacs, 0.075%
Rs. 30 lacs
and above
0.050%
Nil
0.050%
Nil
0.05% (min.
Rs. 757- per
transaction)
Nil
Off-
Market
deals
0.10%
0.12%
per
transac-
tion
0.12%
on
pur-
chase
0.11%
on
pur-
chase
0.2%
on pur-
chase
0.12%
on pur-
chase
O.i2%
for pur-
chase;
0.05%
for sale
0.12%
per
transac-
tion
0.12%
0.12%
per
transac-
tion
0.1%
on
pur-
chase
0.1%
on
pur-
chase
0.12%
Remarks
Annual fee: From Rs. 1- 10
lacs - Rs. 3007- from Rs. 1 0
lacs to 1 crore - - Rs. 5007-
from Rs. 1- 10 crore
- Rs. 5,0007- from Rs. 10- 25
crore - Rs. 7,5007- . Above
Rs. 25 crore - Rs. 10,0007-
No custody fee for cos.
making one- time payment
to NSDL.
Security Deposit
Rs. 25,0007- . Clients of CMs
are exempt from Deposits
and transfer charges.
Account maintenance
charges: Rs. 250 p.a. for
holding upto Rs. 1 lac;
Rs. 5007- p.a. for holding
between Rs. 1 to 5 lacs &
Rs. 1,000 p.a. for holding
above Rs. 5 lacs.
Postage and courier
charges will be on actuals.
Annual maintenance:
Rs. 2007- ; Custody charges
for companies that have
paid one- time fee to
NSDL: 0.04%; custody
charges are payable on
quarterly basis in advance.
Out of pocket expenses will
be charged at actuals.
Custody charges for Infosys
shares is 0.02% p.a.
f
Brokerage for trades
done through MSL =
0.40%
Custody charges are
payable quarterly on assets
maintained in the account
based on weekly average
price on NSE.
No custody charges for
companies making
one- time payment to NSDL.
Out of pocket expenses will
be charged at actuals. No
custody charges for
companies making
one- time payment to NSDL.
Account opening charges
free for first 500 investors
These charges are as given by the Participant and are subject to change from time to time as per their discretion. NSDL takes no responsibility for the accuracy of finality
of the charges specified above.
vakils
Report and Accounts -1997
Board of Directors
K.N.Shenoy, Chairman
A.K.Thiagarajan, Managing Director
K.K.Kaura, Whole- time Director
Aloke Mookherjea, Whole- time Director
S.K.Nagpal, Whole- time Director
Arne Bennborn
A.Fries
D.S.Narain
Vijay Karan
Tommy Lekberg
Bo Martin Waern
Jakob Disch
Registered Office
Vaswani Chambers
264- 265, Dr. Annie Besant Road
Mumbai - 400 025.
Corporate Office
Gurunanak Foundation Building
15- 16, Qutab Institutional Area
New Delhi- 110067
Secretary
Naina R. Desai
Bankers
Union Bank of India
Bank of Baroda
American Express Bank Limited
ANZ Grindlays Bank Limited
Canara Bank
Deutsche Bank
Hongkong & Shanghai Banking
Corporation Limited
State Bank of India
Indian Overseas Bank
Solicitors
Amarchand & Mangaldas & Suresh A.Shroff & Co.
Crawford Bayley & Co.
Auditors
Bharat S Raut & Co.
Registrar & Share Transfer Agents
Tata Consultancy Services
Lotus House
Sir Vithaldas Thackersey Marg
Mumbai - 400 020.
Works
Bangalore
Calcut t a
Chennai
Faridabad
Mumbai
Nasik
Vadodara
Marketing/Other Offices
Bangalore
Bhilai
Bhubaneswar
Calcutta
Chandigarh
Chennai
Cochin
Coimbatore
Hyderabad
Indore
Jabalpur
Jaipur
Jamshedpur
Lucknow
Ludhiana
Mumbai
Nagpur
New Delhi
Neyveli
Pune
Vadodara
Varanasi
Visakhapatnam
5 Year Highlights
(Rs. in Million)
Description 1997 1996 1995 1994 1993
Sources of Funds
Share Capital
* Reserves
* Net Worth
Borrowings
* Funds Employed
414.2
3,949.5
4,363.7
456.7
4,820.4
310.6
3,632.4
3,943.0
600.6
4,543.6
310.6
2,331.7
2,642.3
488.1
3,130.4
310.6
1,830.7
2,141.3
245.0
2,386.3
205.3
1,340.9
1,546.2
321.7
1,867.9
Income and Profits
Sales & Other Income
Operating Profit Before
Interest and Depreciation
Profit Before Taxation
Taxation
Profit After Taxation
Dividends
Retained Earnings
10,841.6
1,131.3
863.5
215.0
648.5
227.8***
420.7
11,855.6
1,525.9
2,034.2
485.0
1,549.2
248.5
1,300.7
9,185.1
1,211.2
1,002.8
377.5
625.3
124.3
501.0
6,434.9
948.0
787.8
280.0
507.8
108.7
399.1
4,725.2
690.8
525.5
220.0
305.5
61.6
243.9
Other Data
* Gross Fixed Assets
* Debt Equity Ratio
* Net Worth per Equity
Share - Rs.
Earnings per Equity
Share - Rs.
Equity Dividend - %
* Profit After Taxes as %
to Average Net Worth
2,599.4
0.10:1
105.4
15.7
50.0
15.6
1,865.1
0.15:1
126.9
26.6"
80.0
47.0
1,460.7
0.18:1
85.1
20.1
40.0
26.1
1,127.0
0.11:1
68.9
16.3
35.0
26.2
799.4
0.21:1
75.3
14.9
30.0
27.7
Net Worth and Earnings per tquity Share of Rs.10/-
* Excludes revaluation of fixed assets/revaluation reserve.
** Without considering extraordinary income.
*** Includes corporate dividend tax @ 10%.
Notice to Members
Notice is hereby given t hat t he Fort y-eight h
Annual General Meet ing of t he. Members of
Asea Brown Boveri Limit ed will be held at Pat kar
Hall, S.N.D.T. Women's Universit y, 1, Nat hibai
Thackersey Road, Mumbai 400 020, on Tuesday,
t he 21 April, 1998, at 4,00 P.M.CS.T.) t o t ransact t he
following business:
1. To receive, consider and adopt t he Balance
Sheet as at 31 December, 1997, and t he
Profit and Loss Account for t he year
ended on t hat dat e and t he Report s of
the Directors and the Auditors.
2. To declare a dividend on Equit y Shares.
3. To appoint a Direct or in place of Mr.
Alexis Fries who ret ires by rot at ion, and, is
eligible for re-appoint ment .
4. To appoint a Direct or in place of Mr. Jakob
Disch, who was appoint ed as an Addit ional
Direct or of t he Company by t he Board of
Direct ors of t he Company wit h effect from
18 December, 1997, pursuant to Art icle 152
of the Art icles of Associat ion of the
Company and who holds office upt o t he
dat e of t he 48th Annual General Meet ing by
reason of Sect ion 260 of t he Companies
Act , 1956, and is eligible for re-appoint ment
and in respect of whom t he Company has
received a not ice in writ ing along wit h a
deposit of Rs.500A (Rupees Five Hundred
only) from a Member proposing his
candidat ure for t he office of Direct or.
5. To appoint a Direct or in place of Mr. Bo
Mart in Waern, who was appoint ed as an
Addit ional Direct or of t he Company by t he
Board of Direct ors of t he Company wit h
effect from 18 December, 1997, pursuant to
Art icle 152 of the Art icles of Associat ion of
t he Company and who holds office upt o t he
dat e of t he 48th Annual General Meet ing
by reason of Sect ion 260 of t he Companies
Act ,1956, and is eligible for re-appoint ment
and in respect of whom t he Company
has received a not ice in writ ing along wit h a
deposit of Rs.5007- (Rupees Five Hundred
only) from a Member proposing his
candidat ure for t he office of Direct or.
6. To appoint Messrs.Bharat S Raut & Co.,
Chart ered Account ant s, as t he Audit ors of
t he Company and t o fix t heir remunerat ion.
7. To consider and, if t hought fit , t o pass wit h
or wit hout modificat ions, t he following
resolut ion as an Ordinary Resolut ion.
"RESOLVED THATfurt her t o and in
modificat ion of :
(a) t he resolut ion passed by t he Company
in it s Fort y-t hird Annual General Meet -
ing held on 12 May, 1993, appoint ing
Mr. A.K.Thiagarajan as Deput y Managing
Direct or of t he Company for a period
of five years wit h effect from
1 September, 1993, on the terms and
condit ions as set out t herein and as
cont ained in t he Agreement dat ed
26 May, 1993, execut ed between the
Company and Mr.A.K.Thiagarajan; and
(b) t he resolut ion passed at t he Forty-
fourt h Annual General Meet ing of t he
Company held on 18 May, 1994,
approving t he revised t erms of
remunerat ion including t he salary,
commission and perquisit es for t he
remaining period from 1 February,
1994, to 31 August , 1998, to
Mr.A.K.Thiagarajan as Deput y
Managing Direct or of t he Company
and as cont ained in t he Supplement al
Agreement dat ed 19 July, 1994,
execut ed bet ween t he Company and
Mr.A.K.Thiagarajan,
t he Company hereby approves, wit hin and
in accordance wit h t he limit s prescribed in
Schedule XIII t o t he Companies Act , 1956,
and subject t o such sanct ions, if any, as
may be necessary in law, of t he revision in
t he salary of Mr.A.K.Thiagarajan, who was
re-designat ed as Managing Direct or wit h
effect from 2 Sept ember, 1994, from
Rs.40,000/- (Rupees fort y t housand only)
per mont h in t he scale Rs.40,000-2,500-
50,0007- t o Rs.60,0007- (Rupees sixty
t housand only) per mont h, in t he scale of
Rs.60,0007- t o Rs. 100,0007-, wit h effect from
1 Sept ember, 1997, for t he remaining period
of his current t enure of office as Managing
Direct or, t hat is, from 1 Sept ember, 1997,
upt o 31 August , 1998.
RESOLVED FURTHERTHAT:
(a) t he words 'Mr. Thiagarajan shall devot e
his whole t ime and at t ent ion during
business hours t o t he business of t he
Company as may be necessary or
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required and' appearing in Clause 3 ol
t he Agreement dat ed 26t h day of May,
1993, bet ween t he Company and
Mr.A.K.Thiagarajan, he delet ed and
t hat t he said Clause 3 t o st and modified
as follows:
' 3 - During bis employment under I bis
Agreement. Mr.A.K. niagarajan
shall use his best endeavours to
promote the interest and welfare of
the Company.'
(b) t he Clause 15 of t he aforesaid
Agreement dat ed 26t h clay of May,
1993, which reads as under:
' 15. The Company shall be entitled to
forthwith terminate
Mr.Tbiagarajan' s employment if be
becomes insolvent or makes any
composition or arrangement with
bis creditors or ceases to be a
Director of the Company.'
be modified t o read as:
' ' 15. The Company shall be entitled' to
terminate Mr.A.K.Thiagarajan ' s
employment as Managing Director
and/or his office as a Director
forthwith, if he becomes insolvent
or makes any composition or
arrangement with bis creditors or
ceases to be a Director or a
Managing Director of the
Company.'
AND RESOLVED FURTHERTHAT t he
aforesaid terms and condit ions duly
revised/modified as set out in t he draft
Second Supplement al Agreement submit t ed
t o t his meet ing and for ident ificat ion signed
by t he Chairman, which agreement is
hereby specifically sanct ioned wit h libert y
t o t he Board of Direct ors t o alt er, vary.
modify t he t erms and condit ions of t he said
appoint ment and/or agreement in such
manner as may be agreed t o bet ween t he
Board of Direct ors and Mr.A.K.Thiagarajan
and t he Board of Direct or's of t he Company
be and is hereby aut horised t o t ake such
steps as expedient or desirable t o give effect
t o t his resolut ion."
To consider and, if t hought fit , t o pass wit h
resolut ion as a Special Resolut ion.
"RESOLVED THATfurt her t o and in
modificat ion of t he resolut ion passed by t he
Company in it s Ext raordinary General
Meet ing held on 17 December, 1996,
appoint ing Mr. K. K. Kaura as Whole-t ime
Direct or of t he Company for a period of five
yeans wit h effect from 17 Oct ober, 1996, on
t he t erms and condit ions as set out t herein,
and as cont ained in t he Agreement elat ed
19 December, 1996, execut ed bet ween t he
Company and Mr. K. K. Kaura, t he Company
hereby approves, subject t o such sanct ions,
if any, as may be necessary in law, t he
revision in t he salary of Mr. K. K. Kaura from
Rs.40,0007- (Rupees fort y t housand only)
per mont h in t he scale Rs.40,000-2,500-
50,0007- t o Rs.50,0007- (Rupees fift y t hou-
sand only) per mont h, in t he scale of
Rs.50,0007- t o Rs.80,0007-. wi t hi n and in
accordance wit h t he limit s prescribed in
wit h effect from 1 Sept ember, 1997, for t he
remaining period of his current t enure of
office.
RESOLVED FURTHERTHAT:
t he Clause 15 of t he aforesaid Agreement
dat ed 19 December, 1996, which reads as
under:
'/5. The Company shall be entitled lo
forthwith terminateMr.Kaura' s
employment as Whole- lime Director if
be becomes insolvent or makes any
composition or arrangement with bis
creditors or ceases lo be a Director of
the Company.'
be modified t o read as:
'75. The Company shall be entitled lo
terminate Mr.K.K.Kaura' s employment
as Whole- lime Director and/or his
office as a Director forthwith, if be
becomes insolvent or makes any
composition or arrangement with his
creditors or ceases to be a Director or a
Whole- time Director of the Company.'
AND RESOLVED FURTHERTHAI' t he
aforesaid t erms and condit ions du l y
revised/modified as set out in t he draft
Supplement al Agreement submit t ed t o t his
meet ing and for ident ificat ion signed by t he
Chairman which agreement is hereby
specifically sanct ioned wit h libert y t o t he-
Board of Direct ors t o alt er, vary, modify t he
t erms and condit ions of t he said appoint -
ment and or agreement in such manner as
may be agreed t o bet ween t he Board of
Direct ors and Mr. K. K. Kaura arid t he Board
of Direct ors of t he Company be and is
hereby aut horised t o t ake such st eps
expedient or desirable t o give effect t o t hi s
resolut ion."
To consider and, if t hought fit . t o pass, wi t h
resolut ion as a Special Resolut ion:
"RESOLVED THATpursuant t o t ile-
provisions of Sect ions 198, 269. 309. 314
and ot her applicable provisions, if any, of
t he Companies Act , 1956 read wit h
Schedule XIII to t he Companies Act , 1956,
and subject t o such sanct ions as may he-
necessary in law, Mr.Aloke Mookherjea,
who was pursuant t o Sect ion 260 of t he
Companies Act , 1956, appoint ed as an
Addit ional Direct or wit h effect from 22
August , 1997, and as Whole-t ime Direct or
wit h effect from 1 Sept ember, 1997, at t he
meet ing of t he Board of Direct ors of t he
Company held on 22 August , 1997, and in
respect of whom t he Company has recei
a not ice in writ ing along wit h a deposit o.
Rs.500/- (Rupees five hundred, only) from a
Member under Sect ion 257 of t he
Companies Act , 1956. proposing his
candidat ure as a Direct or, be and is hereby
appoint ed as a Direct or and also t he Whole-
t ime Direct or of t he Company for a period
from 1 Sept ember, 1997, t o 31 December.
2000, on t he t erms and condit ions
( including t he remunerat ion t o be paid t o
him in t he eveni of loss or inadequacy of
profit s in any financial year during t he
aforesaid period) set out in t he draft
Agreement submit t ed for approval t o t his
meet ing and for ident ificat ion signed by t he
Chairman which Agreement is hereby
specifically sanct ioned wit h libert y t o t he
Board of Direct ors t o alt er, vary and
modify t he t erms and condit ions ot t he said
appoint ment and/or Agreement , in such
manner as may be agreed t o bet ween t he
Board of Direct ors and Mr.Aloke
Mookherjea wit hin and in accordance wit h
t he limit s prescribed in Schedule XIU t o t he
Companies Act . 1956 or any amendment
t heret o and if necessary as may be agreed
t o bet ween ihe Cent ral Government and t he
Board of Direct ors as may be accept able t o
Mr. Aloke Mookherjea.
RESOLVED FURTHERTHATsubject t o t he
provisions of Sect ion 198 and Sect ion 309
t he Companies Act , 1956, t he remunerat ion
payable t o Mr. Aloke Mookherjea as Whole-
t ime Direct or by way of salary, perquisit es,
commission and ot her allowances, shall not
exceed five percent of t he net profit s of ( he
Company and t en percent of such net
profit s for all such managerial persons of
t he Company t oget her in t hat financial year.
RESOLVED FURTHERTHATnot wit hst and-
ing anyt hi ng hereinabove st at ed where in
any financial year during his t enure as
Whole-t ime Direct or of t he Company, t he
Company has incurred loss or it s profit s are
inadequat e, t he Company may pay t o
Mr. Aloke Mookherjea remunerat ion by way
of salary, perquisit es and ot her allowances
not exceeding ceiling limit of Rs. 10.50,000'-
per annum or Rs.<-i7,500/- per mont h and in
addit ion t heret o t he perquisit es not exceed
ing t he limit s specified under Sect ion If of
Part II of Schedule XIII t o t he Companies
Act , 1956.
RESOLVED FURTHERTHATin t he event
of any st at ut ory amendment , modificat ions or
relaxat ion by t he Cent ral Government t o
Schedule X11I t o t he Companies Act . 1956,
t he Board of Direct ors be and is hereby
aut horised t o vary or increase t he remune-
rat ion ( including t he mi ni mum remunera-
t ion) , t hat is, t he salary commission,
perquisit es, allowances, et c. wi t hi n such
prescribed limit or ceiling and t he aforesaid
draft Agreement bet ween t he Company and
Mr. Aloke Mookherjea be suit ably amended
t o give effect t o such modificat ion, relaxa-
t ion or variat ion, subject t o such approvals
as ma}' he required in law.
AND RESOLVED FURTHERTHATt he
Board of Direct ors of t he Company be and
is hereby aut horised t o t ake such st eps
expedient or desirable t o give effect t o t his
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resolut ion."
10. To consider and, if t hought fit , to pass, v/it h
resolut ion as a Special Resolut ion:
"RESOLVED THATpursuant t o t he pro-
visions of Sect ions 198, 269, 309, 314 and
ot her applicable provisions, if any, of t he
Companies Act , 1956 read wit h Schedule
XIII t o t he Companies Act , 1956, and subject
t o such sanct ions as may be necessary in
law, Mr.S.K.Nagpal, who was pursuant t o
Section 260 of the Companies Act , 1956,
appointed as an Addit ional Director
(designat ed as Whole-t ime Direct or) wit h
effect from 18 December, 1997, at the
meet ing of t he Board of Direct ors of t he
Company held on 18 December, 1997, and
in respect of whom t he Company has
received a not ice in writ ing along wit h a
deposit of Rs.500/- (Rupees five hundred
only) from a Member under Section 257 of
t he Companies Act , 1956, proposing his
candidat ure as a Direct or, be and is hereby-
appoint ed as t he Whole-t ime Director of t he
Company for a period from 18 December,
1997, to 31 December, 1998, on the t erms
and condit ions (including t he remunerat ion
t o be paid t o him in t he event of loss or
inadequacy of profit s during t he aforesaid
period) set out in t he draft Agreement
submit t ed for approval t o t his meet ing and
for ident ificat ion signed by t he Chairman
which Agreement is hereby specifically
sanct ioned wit h libert y t o t he Board of
Direct ors t o alt er, vary and modify t he t erms
and condit ions of t he said appoint ment
and/or Agreement , in such manner as may
be agreed t o bet ween t he Board of
Direct ors and Mr.S.K.Nagpal wit hin and in
accordance wit h t he limit s prescribed in
Schedule XIII t o t he Companies Act , 1956
or any amendment t heret o and, if necessary,
as may be agreed t o bet ween t he Cent ral
Government and t he Board of Direct ors as
may be accept able t o Mr.S.K.Nagpal.
RESOLVED FURTHERTHATsubject t o t he
provisions of Sect ion 198 and Sect ion 309
t he Companies Act , 1956, t he remunerat ion
payable t o Mr.S.K.Nagpal as Whole-t ime
Direct or by way of salary, perquisit es,
commission and other allowances, shall not
exceed five percent of the net profit s of the
11.
Company and t en percent of such net
profit s for all such managerial persons of
t he Company t oget her during t he aforesaid
period of his t enure as Whole-t ime Direct or
of t he Company.
RESOLVED FURTHERTHATnot wit hst and-
ing anyt hing hereinabove st at ed where
during t he aforesaid period of his t enure as
Whole-t ime Direct or of t he Company, t he
Company has incurred loss or it s profit s are
inadequat e, t he Company may pay t o
Mr.S.K.Nagpal remunerat ion by way of
salary, perquisit es and ot her allowances not
exceeding ceiling limit of Rs.10,50,0007- per
annum or Rs.87,5007- per mont h and in
addit ion t heret o t he perquisit es not
exceeding t he limit s specified under Section
II of Part II of Schedule XIII t o t he
Companies Act , 1956.
RESOLVED FURTHERTHATin the event of
any st at ut ory amendment , modificat ions or
relaxat ion by t he Cent ral Government t o
t he Board of Direct ors be and is hereby
aut horised t o vary or increase t he
remunerat ion, (including minimum
remunerat ion), t hat is, t he salary,
commission, perquisit es, allowances, et c.
wit hin such prescribed limit or ceiling and
t he aforesaid draft Agreement bet ween t he
Company and Mr.S.K.Nagpal be suit ably
amended t o give effect t o such modifica-
t ion, relaxat ion or variat ion, subject t o such
approvals as may be required in law.
AND RESOLVED FURTHERTHATthe Board
of Directors of the Company be and is hereby
aut horised to t ake such steps expedient or
desirable to give effect to this resolution."
To consider and, if t hought fit , t o pass wit h
or wit hout modificat ion, t he following
Resolut ion as a Special Resolut ion:
"RESOLVED THATpursuant to Sect ion 31
t he Companies Act , 1956, t he Art icles of
Associat ion of t he Company be and are
hereby amended in t he following manner:
The following new Article 33(A) be insert ed
aft er t he present Art icle 33.
'DEMATERIALISATION OF SECURITIES
Company t o recognise
int erest in securit ies ot her
t han t hat of Regist ered
holder under Deposit ories
Act , 1996
33(A). Eit her t he Company or t he invest or may
exercise an opt ion t o issue, deal in, hold t he
securit ies (including shares) wit h a deposit ory in
elect ronic form as t he cert ificat es in respect t hereof
shall be demat erialised, in which event t he right s
and obligat ions of t he part ies concerned and
mat t ers connect ed t herewit h or incident al t heret o,
shall be governed by t he provisions of t he
Deposit ories Act , 1996 as amended from t ime t o
t ime or any st at ut ory modificat ion t heret o or re-
enact ment t hereof.
1
"
By Order of the Board
Naina R.Desai
New Delhi
18 February, 1998.
Registered Office:
Vaswani Chambers,
264- 265, Dr.Annie Besant Road,
Mumbai- 400 025.
Notes
1. The relat ive explanat ory st at ement pursuant 5.
t o Section 173 of t he Companies Act , 1956
("t he Act") in respect of items 4, 5, 7 8, 9, 10
and 11 is annexed heret o.
2. A Member entitled to attend and vote is
entitled to appoint one or more
proxies to attend and vote instead of "
himself, and a proxy need not be a
Member.
3. In accordance wit h t he provisions of
Sect ion 205A of t he Act , t he Company has
t ransferred unclaimed dividend relat ing t o
t he year ended 31 December, 1993, t o t he
General Revenue Account of t he Cent ral
Government . Members who have a valid
claim t o t he unclaimed dividend referred t o
above may claim t he same from t he
Regist rar of Companies, Maharasht ra,
Hakoba Compound, 2nd Floor,
Kalachowki, Mumbai 400 033 in t he
prescribed manner.
4. The Register of Members and the Transfer
Books of t he Company will remain closed,
from Tuesday, 7 April, 1998, t o Tuesday,
21 April, 1998, (both days inclusive).
The dividend on the Equit y Shares when
declared will be payable on or aft er 6 May,
1998, to those Members, whose names appear
in the Register of Members on 21 April, 1998,
or to their mandatees subject to the provisions
of Section 206(A) of the Act .
Members are request ed t o advise, indicat ing
t heir Folio Number, t he change of t heir
addresses, if any, t o Messrs. Tat a Consul-
t ancy Services, Unit : Asea Brown Boveri
Limit ed, Lot us House, Sir Vit haldas
Thackersey Marg, Mumbai 400 020, t he
Regist rar and Share Transfer Agent s of t he
Company.
In order t o provide prot ect ion against
fraudulent encashment of dividend
warrant s, t he Members were request ed
by t he Company t o provide t heir bank
account number, name and address of
t he bank branch t o enable t he Company
t o incorporat e t he said det ails in t he
dividend warrant s. Alt hough, several
Members responded t o t he request in t he
past , a large number of t hem have not
yet provided such informat ion. Such
Members are again request ed t o provide
t he aforesaid det ails, quot ing t heir folio
numbers so as t o reach t he Company on
or before 7 Apri l . 1998, t o enable t he
Company t o incorporat e t he same in t he
dividend warrant s. Members will appreci-
at e t hat t he Company will not be respon-
sible for any loss arising out of such
fraudulent encashment of dividend
warrant s.
Furt hermore, t he Members are request ed t o
immediat ely int imat e t he changes/
correct ions/modificat ions in informat ion
pert aining t o t he bank account , if any,
furnished by t hem earlier t o t he
Company.
When the Members choose to join the
Depository System, it -will be in their
own interest and also in the interest of
the Company to request for consoli-
dation of all folios in case the holding
is in multiple folios. Consolidation of
folios will avoid opening multiple
accounts with the Depository Partici-
pants thereby considerably reducing
the cost.
All the Members having multiple folios
are requested to consolidate all their
folios and send an intimation to the
Company specifying the folio number
under which they desire to hold the
consolidated account.
Annexure to Notice
Explanatory Statement under Section 173 of the Companies Act, 1956.
Item No. 4
Mr. Jakob Disch was appoint ed as an Addit ional
Direct or on 18 December, 1997, by t he Board of
Direct ors of t he Company.
Pursuant t o t he provisions of Sect ion 260 of t he
Companies Act , 1956, read wit h Art icle 152 of t he
Art icles of Associat ion of t he Company, Mr.Disch
will hold office as a Direct or only upt o t he dat e of
t he 48th Annual General Meet ing of t he Company.
A notice in writ ing along wit h a deposit of Rs.500/-
(Rupees five hundred only) under Sect ion 257 of
t he Companies Act , 1956, has been received from a
Member signifying his int ent ion t o propose
Mr. Disch as a candidat e for t he office of Direct or.
Mr. Disch is an execut ive wit h ABB Asia Pacific
Limit ed, Hong Kong. The Board considers it
desirable t hat t he Company should cont inue t o
receive t he benefit of his advice as a Direct or of t he
Company.
The appoint ment of Mr. Disch as a Direct or of t he
company is commended for approval by t he
Members.
Mr. Disch is concerned or int erest ed in t he
resolut ion at t his it em of t he accompanying not ice
as it relat es t o his own appoint ment .
Item No. 5
Mr. Bo Mart in Waern was appoint ed as an
Addit ional Direct or on 18 December, 1997, by t he
Board of Direct ors of t he Company.
Pursuant t o t he provisions of Sect ion 260 of t he
Art icles of Associat ion of t he Company, Mr. Waern
will hold office as a Direct or only upt o t he elat e of
t he 48t h Annual General Meet ing of t he Company.
A not ice in writ ing along wit h a deposit ol Rs.50()/-
(Rupees five hundred only) under Sect ion 257 of
t he Companies Act , 1956, has been received from a
Member signifying his int ent ion t o propose
Mr. Waern as a candidat e for t he office of Direct or.
Mr. Waern is an execut ive wit h ABB Asia Pacific
Limit ed, Hong Kong. The Board considers it
desirable t hat t he Company should cont inue t o
receive t he benefit of his advice as a Direct or of t he
Company.
The appoint ment of Mr. Waern as a Direct or of t he
Company is commended for approval by t he
Members.
Mr. Waern is concerned or int erest ed in t he
resolut ion at t his it em of t he accompanying not ice-
as it relat es t o his own appoint ment .
Item No. 7
Considering t he increase of responsibilit ies in t he
Company and t he level of emolument s in ot her
engineering companies, t he Board of Direct ors at
it s meet ing held on 22 August , 1997. subject t o t he
approval of t he Members at a General Meet ing,
increased t he salary of Mr. A. K. Thiagaraj an from
Rs.40,000 - (Rupees fort y t housand only) per
mont h in t he scale of Rs.40.000-2.500-50,000 - t o
Rs.60,000-- (Rupees sixt y t housand onl y) per
mont h, in t he scale of Rs.60,000 - t o Rs. 100,0007-,
wit h effect from 1 Sept ember, 1997, for t he residual
period of his current t enure of office as Managing
Direct or, t hat is, from 1 Sept ember, 199"
7
t o
31 August , 1998.
The Board of Direct ors also proposed t o modify
t he following Clause of t he Agreement elat ed 26
May, 1993, execut ed bet ween t he Company and
Mr. A. K. Thiagarajan. namely, "During his
employment under t his Agreement ,
Mr. Thiagaraj an shall devot e his whole t ime and
at t ent ion during business hours t o t he business of
t he Company as may be necessary" or required and
shall use his best endeavours t o promot e it s
int erest and welfare" b> delet ing t he phrase "shall
devot e his whole t ime and at t ent ion during
business hours t o t he business of t he Company as
may be necessary or required and" in view of his
appoint ment as Managing Direct or of ABB
Holdings (Sout h Asia) Limit ed, New Delhi, a
wholly owned subsidiary of ABB Asea Brown
Boveri Limit ed, Zurich, Swit zerland. Mr.
A. K. Thiagaraj an does not get any remunerat ion
from ABB Holdings ( Sout h Asia) Limit ed for t he
sen-ices rendered by him us Managing Direct or of
t hat Company.
The Board of Direct ors also proposed t o modi fy
t he clause \o.!5 of t he Agreement dat ed 26 May.
1993, execut ed bet ween t he Company and
Mr. A. K. Thiagaraj an as set out in t he accompany-
ing not ice.
All ot her t erms and condit ions of t he Agreement
elat ed 12 May, 1993, and t he Supplement al
Agreement dat ed 18 May, 199't . execut ed bet ween
t he Company and Mr. A.K.Thiagarajan, remain
unchanged, in full force and effect . The Direct ors
commend t he passing of t he Resolut ion set out at
It em No.7. of t he accompanying Not ice.
Mr.A.K.Thiagarajan is concerned or int erest ed in
t he Resolut ion at t his it em of t he accompanying
not ice as also in t he draft Second Supplement al
Agreement since t hey relat e t o his own t erms of
appoint ment and remunerat ion.
The draft Second Supplement al Agreement
referred t o in t he Resolut ion at It em No.7 of t he
accompanying Not ice is open for inspect ion by
the Members at the Registered Office of the Company
bet ween 11.00 a.m. and 1.00 p.m. on any working
day of t he Company except Sat urday.
This explanat ory st at ement t oget her wit h t he
accompanying Not ice is t o be regarded as an
Abst ract , of Terms and Memorandum of Int erest
under Sect ion 302 of the Companies Act , 1956.
Item No. 8
For reasons similar to those stated in Item No.7
above, the Board of Directors at its meeting held on
22 August , 1997, subject to the approval of the
Members at a General Meet ing, increased t he salary
of Mr. K.K.Kaura, t he Whole-time Director of t he
Company, from Rs.40,000/- (Rupees fort y t housand
only) per mont h in t he scale of Rs.40,000-2,500-
50,0007- t o Rs.50.000/- (Rupees fift y t housand only)
per mont h, in the scale of Rs.50,000/- to Rs.80,000/-,
wit h effect from 1 Sept ember, 1997, for t he residual
period of his current t enure of office as Whole-t ime
Director of the Company, t hat is, from 1 September,
1997, to 16 Oct ober, 2001, wit h the power to the
Board of Direct ors to revise the said salary once in a
year eveiy year hereaft er during t he subsistence of
the Agreement dat ed 19 December, 1996, t hat is,
salary Rs.50,000/- (Rupees fift y t housand only) in t he
salary scale Rs.50,000/- t o Rs.80,000/- wit h annual
increment as may be decided by t he Board of
Direct ors.
The Board of Direct ors also proposed t o modify
t he clause No.15 of t he Agreement dat ed
19 December, 1996, execut ed bet ween the
Company and Mr.K.K.Kaura as set out in t he
accompanying not ice.
All ot her t erms and condit ions of t he Agreement
dat ed 19 December, 1996, execut ed bet ween the
Company and Mr. K.K.Kaura remain unchanged, in
full force and effect .
The Direct ors commend t he passing of t he Special
Resolut ion set out at [t ern No.8. of t he
accompanying Not ice.
Mr.K.K.Kaura is concerned or int erest ed in t he
Resolut ion at t his it em of t he accompanying not ice
as also in t he draft Agreement since t hey relat e t o
his own t erms of appoint ment and remunerat ion.
The draft Supplement al Agreement referred t o in
t he Special Resolut ion at It em No. 8. of t he
accompanying Not ice is open for inspect ion by t he
Members at t he Regist ered Office of t he Company
bet ween 11.00 a.m. and 1.00 p.m. on any working
day of t he Company except Sat urday.
Abst ract of Terms and Memorandum of Int erest
under Sect ion 302 of t he Companies Act , 1956.
Item No. 9
At a meet ing of t he Board of Direct ors of t he
Company held on 22 August , 1997, Mr.Aloke
Mookherjea was appoint ed as an Addit ional
Direct or of t he Company wit h effect from
22 August , 1997. At t he said meet ing, Mr.Aloke
Mookherjea was also appoint ed t he Whole-t ime
Direct or of t he Company for t he period from
1 Sept ember, 1997, to 31 December, 2000. The
appoint ment , t he remunerat ion and t he perquisit es
payable t o Mr.Aloke Mookherjea as t he Whole-
t ime Direct or of t he Company for t he aforesaid
period from 1 Sept ember, 1997, t o 31 December,
2000, is subject t o t he approval of t he Members of
t he Company at a General Meet ing under Sect ion
269 read wit h Schedule XIII t o t he Companies Act ,
1956.
Since Mr.Aloke Mookherjea was appoint ed as an
Addit ional Direct or of t he Company, he holds t he
office of a Direct or only upt o t he dat e of t he Fort y-
eight h Annual General Meet ing of t he Company by
virt ue of t he provisions of Sect ion 260 of t he
Art icles of Associat ion of t he Company.
Mr.Aloke Mookherjea is a First Class B.E. in
Elect rical Engineering, a Fellow Member of t he
Inst it ut e of Engineers and a Chart ered Engineer.
Mr.Aloke Mookherjea was Managing Direct or for
about 11 years of erst while Flakt India Limit ed,
Calcut t a. Before becoming Managing Direct or of
erst while Flakt India Limit ed, Mr.Aloke Mookherjea
was Sales Manager and Chief Engineer for more
t han 12 years. He was also Managing Direct or of
10
SAE (India) Limit ed, New Delhi, for one year, ABB
ABL India Limit ed, Mumbai, for t wo years.
Mr.Aloke Mookherjea has wide experience of 26
years in t he management .
The Company has received a not ice in writ ing from
a Member, under Sect ion 257 of t he Companies
Act , 1956, signifying his int ent ion t o propose t he
name of Mr. Aloke Mookherjea as a candidat e for
t he office of Direct or.
The Direct ors consider t hat t he services of
Mr.Aloke Mookherjea will be useful t o t he
Company and having regard t o his varied
experience and abilit y, it would be in t he best
int erest of t he Company t o appoint Mr.Aloke
Mookherjea as a Direct or of t he Company.
The appoint ment of Mr.Aloke Mookherjea and t he
remunerat ion payable t o him as Whole-t ime
Direct or of t he Company is subject t o t he approval
of t he Members of t he Company as required under
Sect ion 269 read wit h Schedule XIII t o t he
Companies Act , 1956.
The t erms and conditions of t he draft Agreement
referred t o in t he resolut ion at It em No.9 of t he
accompanying Not ice are as follows:
1. The appoint ment of Mr.Aloke Mookherjea
as Whole-t ime Direct or of t he Company
shall be for a period from 1 Sept ember,
1997, to 31 December, 2000.
2. Mr.Aloke Mookherjea shall perform such
dut ies and exercise such powers as are
ent rust ed t o him from t ime t o t ime by t he
Managing Direct or/t he Board, subject t o t he
directions and rest rict ions imposed by t he
Managing Direct or/t he Board. During his
employment under t his Agreement ,
Mr.Aloke Mookherjea will devot e his whole
t ime and at t ent ion t o t he business of t he
Company.
3. Whenever required by t he Company,
Mr.Aloke Mookherjea t o undert ake
t ravelling in India and elsewhere in
connect ion wit h t he business of t he
Company.
4. The Company t o pay t o Mr.Aloke
Mookherjea in considerat ion of t he
performance of his dut ies:
(a) Salary of Ks.50,000/- (Rupees fift y-
t housand only) per mont h.
Salary Scale: Rs.50,000/- t o Rs.8(>,()00/ -.
Annual increment as may be decided
by t he Board of Direct ors.
(b) Commission: In addit ion t o salary,
perquisit es and ot her allowances,
commission based on t he net profit of
t he Company comput ed in t he manner
laid down in Sect ion 309(5) of t he
Companies Act , 1956, subject t o t he
provisions of Sect ion 198 and Sect ion
309 and ot her applicable provisions, if
any, of t he Companies Act , 1956. Such
commission shall be of such percent -
age and of such amount as t he Board
of Direct ors of t he Company may
det ermine keeping in view t he
performance of t he Company in
respect of each financial year.
In addit ion t o salary and commission, t he
following perquisit es shall be allowed t o Mr. Aloke
Mookherjea:
1. Housing: Mr. Aloke Mookherjea shall be
ent it led t o rent free furnished resident ial
accommodat ion.
2. In case no accommodat ion is provided by
t he Company, Mr.Aloke Mookherjea shall
be ent it led t o house rent allowance as may
be approved by t he Board of Direct ors.
3. Reimbursement of gas, elect ricit y, wat er
charges and furnishings.
4. Reimbursement of medical expenses
incurred for Mr.Aloke Mookherjea and
family.
5. Leave t ravel concession for Mr.Aloke
Mookherjea and family once in a year
incurred in accordance wit h t he Rules
specified by t he Company.
6. Fees of clubs subject t o a maximum of t v\ :>
clubs.
7. Personal Accident Insurance as per t he
Rules of t he Company.
8. Provision of car for business as well as
personal purposes.
9. Telephone at t he residence.
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14.
10. Provision of services of two domest ic
servant s.
The above remunerat ion by way of salary,
perquisit es and ot her allowances not
exceeding ceiling limit of Rs.10,50,000/- per
annum or Rs.87,5007- per mont h, shall also
be paid t o Mr.Aloke Mookherjea in die
event of loss or inadequacy of profit s in any
financial year during t he aforesaid period,
in addit ion t o t he perquisit es, st at ed in
clause 11 wit hin specified limit s st ipulat ed,
under Sect ion II of Part II of t he Schedule
XIII t o t he Companies Act , 1956.
11. Mr. Aloke Mookherjea shall also be paid t he
following perquisit es which shall not be
included in t he comput at ion of t he ceiling
on t he remunerat ion in t he event t he
Company has no profit or it s profit s are
inadequat e in any financial year during t he
aforesaid period.
i. Cont ribut ion t o Provident Fund, Super-
annuat ion Fund or Annuity Fund as per
the Schemes of the Company to the
extent these either singly or put together
are not taxable under the Income-t ax
Act , 1961.
ii. Grat uit y payable at t he rat e not
exceeding half a mont h's salary for
each complet ed year of service.
iii. Earned/Privilege Leave: On full pay
and allowances, as per rules of t he
Company but not more t han one
mont h's leave for every eleven mont hs
of service shall be allowed. Leave
accumulat ed at t he end of his current
t erm will be allowed t o be encashed.
Explanat ion: "Family" means t he spouse,
t he dependent children and dependent
parent s of t he Whole-t ime Direct or. 17.
12. In t he event of any st at ut ory amendment or
modificat ions or relaxat ion by t he Cent ral
Government t o Schedule XIII t o t he
Companies" Act , 1956, t he t erms and
condit ions of t he said appoint ment and/or
t he Agreement may be alt ered, modified,
amended or varied, from t ime t o t ime by t he
Board of Direct ors as it may, in it s 18.
discret ion, deem fit . so as not t o exceed
t he limit s specified in Schedule XIII t o t he
Companies Act , 1956, or any amendment s
or modificat ions or relaxat ion made
t hereaft er in t hat regard.
13. Mr.Aloke Mookherjea shall be ent it led t o:
(a) t he reimbursement of ent ert ainment
expenses act ually and properly
incurred by him in t he course of t he
legit imat e business of t he Company in
accordance wit h t he rules and
regulat ions of t he Company in force
from t ime t o t ime or as may be
approved by t he Managing Direct or/
Board; and
(b) t he reimbursement of t ravelling, hot el
and ot her expenses incurred by him in
India and abroad exclusively on t he
business of t he Company in
from t ime t o t ime or as approved by
t he Managing Direct or/Board.
As long as Mr.Aloke Mookherjea funct ions
as Whole-t ime Direct or, no sit t ing fee t o be
paid t o him for at t ending t he Meet ings of
t he Board of Direct ors or Commit t ee
t hereof.
Mr.Aloke Mookherjea not t o ret ire by
rot at ion whilst he cont inues t o hold t hat
office.
Mr.Aloke Mookherjea not t o engage
himself, eit her direct ly or indirect ly or be
int erest ed in any capacit y what soever or
render assist ance during t he t erm of his
Agreement wit h die Company t o any firm,
company or persons whet her a
manufact urer, dealer or t rader in goods or
product s which are of t he same or similar
kind and nat ure as t hose of t he Company.
As long as Mr.Aloke Mookherjea funct ions
as Whole-t ime Direct or, Mr.Aloke
Mookherjea not t o be int erest ed or ot her-
wise concerned direct ly or t hrough his wife
and/or minor children, in any selling
agency of t he Company in fut ure wit hout
t he prior approval of t he Cent ral
Government .
Mr.Aloke Mookherjea not t o divulge or
disclose t o any person any secret or
confident ial informat ion relat ing t o t he
business or affairs of t he Company or as t o
16.
12
any t rade secret s or secret processes and t o
use his best endeavours t o prevent any
ot her person from so doing.
19. The Company t o be ent it led t o t erminat e
Mr.Aloke Mookherjea's employment
fort hwit h if he is unable t o perform his
dut ies by reason of ill-healt h, accident or
disabilit y for a period of 180 days in any
period of t welve consecut ive calendar
mont hs.
Mr.Aloke Mookherjea' s employment as
Whole-t ime Direct or and/or his office as
Direct or fort hwit h if he becomes insolvent
or makes any composit ion or arrangement
wit h his credit ors or ceases t o be a Direct or
or a Whole-t ime Direct or of t he Company.
21. In case of Mr.Aloke Mookherjea's deat h in
t he course of his employment as Whole-
t ime Direct or wit h t he Company, t he
Company to pay t o his legal represent at ives
t he salary and ot her emolument s payable
for t he t hen current mont h t oget her wit h
any such furt her sum as t he Board in it s
sole and uncont rolled discret ion may
det ermine.
Mr.Aloke Mookherjea's employment by
giving not less t han 90 days' not ice in
writ ing if he is guilt y of inat t ent ion t o or
negligence in his conduct of t he business or
any breach of t he Agreement , which, in t he
opinion of t he Board, renders his ret irement
from office of Whole-t ime Direct or
desirable.
23. Eit her part y shall be ent it led t o t erminat e
t he Agreement by giving t o t he ot her part y
180 days' not ice in writ ing wit hout showing
any cause.
24. Mr.Aloke Mookherjea's services wit h t he
Company prior t o his appoint ment as
Whole-t ime Direct or of t he Company t o be
t aken int o account for t he purpose of leave,
provident fund, superannuat ion, grat uit y
and ot her ret iring benefit s t o which he is or
may be ent it led t o under or in pursuance of
t he Agreement .
25. The t erms and condit ions of t he said
appoint ment and/or Agreement may be
alt ered and varied from t ime t o t ime by t he
Board as may be permissible and if deemed
fit , so as not t o exceed t he limit s specified in
Schedule XIII t o t he Companies Act , 1956 or
any amendment s or relaxat ion made here-
aft er in t hat regard.
26. The Agreement represent s t he ent ire
agreement bet ween t he Company and
Mr.Aloke Mookherjea and cancels and
supersedes all prior agreement s,
arrangement s or underst andings bet ween
t he Company and Mr.Aloke Mookherjea.
In compliance wit h t he provisions of Sect ions 269,
309, 314 and ot her applicable provisions of t he
Companies Act , 1956, read wit h Schedule XIII t o
t he Companies Act , 1956, t he appoint ment and
remunerat ion specified above are now being
placed before t he Members in t he General Meet ing
for t heir approval.
The Direct ors t herefore, commend t he passing of
t he Special Resolut ion set out at It em No.9 of t he
Mr.Aloke Mookherjea is concerned or int erest ed in
t he Special Resolut ion at t his it em of t he accompany-
ing not ice as also in t he draft Agreement since
t hey relat e t o his own appoint ment and
remunerat ion.
The draft Agreement referred t o in t he Special
Resolut ion at It em No.9 of t he accompanying
Not ice is open for inspect ion by t he Members at
t he Regist ered Office of t he Company bet ween
11.00 a. m. and 1.00 p.m. on any working day of
t he Company except Sat urday.
Item No. 10
Mr.S.K.Nagpal who is t he Chief Financial Officer of
t he Company, was appoint ed as an Addit ional
Direct or of t he Company wit h immediat e effect by
t he Board of Direct ors at it s meet ing held on
18 December, 1997.
Since Mr.S.K.Nagpal is in t he wholet ime employ-
ment of t he Company, he, upon his appoint ment
as a Direct or of t he Company, becomes a Whole-
t ime Direct or of t he Company and as a result he
would t hen hold t he office or place of profit in t he
H
Company wit hin t he meaning of Sect ion 314 of t he
Companies Act , 1956, subject t o consent of t he
Company being accorded by way of a Special
Resolut ion at t he General Meet ing of t he Company
t o be held for t he first t ime aft er t he holding of
such office or place of profit .
The Company has received a not ice in writ ing from
a Member, under Sect ion 257 of t he Companies
Act , 1956, signifying his int ent ion t o propose
Mr.S.K.Nagpal as a candidat e for t he office of
Direct or. Mr.S.K.Nagpal has signed and filed wit h
t he Company his consent in writ ing t o act as a
Direct or of t he Company if appoint ed and t he
appoint ment t aking effect .
Mr.S.K.Nagpal is a Chart ered Account ant and has
been associat ed wit h t he Company since
3 February. 1964. Mr.S.K.Nagpal has held various
responsible posit ions in t he Company and is now
st at ioned at New Delhi as Chief Financial Officer,
which posit ion he present ly holds.
The special resolut ion at It em No. 10 of t he
accompanying not ice is considered necessary in
view of t he provisions of t he said Sect ion 314.
The appoint ment of Mr.S.K.Nagpal as a Whole-
t ime Direct or of t he Company would be subject t o
t he approval of t he shareholders under Sect ion
269 read wit h Schedule XIII t o t he Companies Act ,
1956. His such appoint ment t akes effect from 18
December, 1997. The Direct ors consider t hat t he
services of Mr.S.K.Nagpal as a Whole-t ime Direct or
will be useful t o t he Company. The Direct ors also
consider t he remunerat ion payable t o
Mr.S.K.Nagpal as set out in t he draft Agreement
referred t o in t he resolut ion at It em No. 10 of t he
accompanying notice t o be reasonable. The
Direct ors t herefore request t he shareholders t o
approve t he remunerat ion as set out in t he said
draft Agreement .
The t erms and condit ions of t he draft Agreement
referred t o in t he resolut ion at It em No. 10 of t he
accompanying Not ice are as follows:
1. The appoint ment of Mr.S.K.Nagpal as
Whole-t ime Direct or of t he Company shall
be for a period from 18 December, 1997, to
31 December, 1998.
2. Mr.S.K.Nagpal shall perform such dut ies
and exercise such powers as are ent rust ed
t o him from t ime t o t ime by t he Managing
Direct or/t he Board, subject t o t he direct ions
and rest rict ions imposed by t he Managing
Direct or/t he Board. During his employment
under t his Agreement , Mr.S.K.Nagpal will
devot e his whole t ime and at t ent ion t o t he
business of t he Company.
3. Whenever required by t he Company,
Mr.S.K.Nagpal t o undert ake t ravelling in
India and elsewhere in connect ion wit h t he
business of t he Company.
4. The Company t o pay t o Mr.S.K.Nagpal in
considerat ion of t he performance of his
dut ies-.
(a) Salary of Rs.50,0007- (Rupees fift y-
t housand only) per mont h.
Salary Scale: Rs.50,0007- t o Rs.80,000/-.
Annual increment as may be decided
by t he Board of Direct ors.
(b) Commission: In addit ion t o salary,
perquisit es and ot her allowances,
commission based on t he net profit of
t he Company comput ed in t he manner
laid clown in Sect ion 309(5) of t he
Companies Act , 1956, subject t o t he
provisions of Sect ion 198 and Sect ion
309 and ot her applicable provisions, if
any, of t he Companies Act , 1956. Such
commission shall be of such percent -
age and of such amount as t he Board
of Direct ors of t he Company may
det ermine keeping in view t he
performance of t he Company in
respect of each financial year.
In addit ion t o salary and commission, t he follow-
ing perquisit es shall be allowed t o Mr. S.K.Nagpal:
1. Housing: Mr. S.K.Nagpal shall be ent it led
t o rent free furnished resident ial
accommodat ion.
2. In case no accommodat ion is provided by
t he Company, Mr.S.K.Nagpal shall be
ent it led t o house rent allowance as may be
approved by t he Board of Direct ors.
3. Reimbursement of gas, elect ricit y, wat er
charges and furnishings.
4. Reimbursement of medical expenses
incurred for Mr.S.K.Nagpal and family.
5. Leave t ravel concession for Mr.S.K.Nagpal
and family once in a year incurred in
accordance wit h t he rules specified by t he
Company.
6. Fees of clubs subject t o a maximum of t wo
clubs.
7. Personal Accident Insurance as per t he
Rules of t he Company.
8. Provision of car for business as well as
personal purposes.
9. Telephone at t he residence.
10. Provision of services of two domest ic
servant s.
The above remunerat ion by way of salary,
perquisit es and ot her allowances not
exceeding ceiling limit of Rs.10,50,000/- per
annum or Rs.87,5007- per mont h, shall also
be paid t o Mr.S.K.Nagpal in t he event of
loss or inadequacy of profit s in any financial
year during t he aforesaid period in addi-
t ion t o t he perquisit es, as st at ed in clause
11 wit hin specified limit s st ipulat ed under
Sect ion II of Part II of t he Schedule XIII t o
t he Companies Act , 1956.
11. Mr. S.K.Nagpal shall also be paid t he
following perquisit es which shall not be
included in t he comput at ion of t he ceiling
on t he remunerat ion in t he event t he
Company has no profit or it s profit s are
inadequat e in any financial year during t he
aforesaid period.
i.. Cont ribut ion t o Provident Fund,
Superannuat ion Fund or Annuit y
Fund as per t he Schemes of t he
Company t o t he ext ent t hese eit her
singly or put t oget her are not
t axable under t he Income-t ax Act ,
1961.
ii. Grat uit y payable at t he rat e not
exceeding half a mont h's salary for
each complet ed year of service.
iii. Earned/Privilege Leave: On full pay
and allowances, as per rules of t he
Company, but not more t han one
mont h's leave for every eleven
mont hs of service shall be allowed.
Leave accumulat ed at the end of the
t enure in accordance wit h t he rules
of t he Company will be allowed t o
be encashed.
Explanat ion: "Family" means t he spouse,
t he dependent children and dependent
parent s of t he Whole-t ime Direct or.
12. In t he event of any st at ut ory amendment or
modificat ions or relaxat ion by t he Cent ral
Government t o Schedule XIII t o t he
Companies Act , 1956, t he t erms and
condit ions of t he said appoint ment and/or
t he Agreement may be alt ered, modified,
amended or varied, from t ime t o t ime by t he
Board of Direct ors as it may, in it s
discret ion, deem fit , so as not t o exceed t he
limit s specified in Schedule XIII t o t he
Companies Act , 1956, or any amendment s
or modificat ions or relaxat ion made
t hereaft er in t hat regard.
13. Mr.S.K.Nagpal shall be ent it led t o:
(a) t he reimbursement of ent ert ainment
expenses act ually and properly
incurred by him in t he course of t he
legit imat e business of t he Company in
from t ime t o t ime or as may be
approved by t he Managing Direct or,
Board; and
(b) t he reimbursement of t ravelling, hot el
and ot her expenses incun'ed by him in
India and abroad exclusively on t he
business of t he Company in
accordance wit h t he ailes and
from t ime t o t ime or as approved by
t he Managing Direct or/Board.
14. As long as Mr.S.K.Nagpa! funct ions as
Whole-t ime Direct or, no sit t ing fee t o be
paid t o him for at t ending t he Meet ings of
t he Board of Direct ors or Commit t ee
t hereof.
15. Mr.S.K.Nagpal not t o ret ire by rot at ion
whilst he cont inues t o hold t hat office.
16. Mr.S.K.Nagpal not t o engage himself, eit her
direct ly or indirect ly or be int erest ed in any
capacit y what soever or render assist ance
during t he t erm of his Agreement wit h t he
Company t o any firm, company or persons
whet her a manufact urer, dealer or t rader in
goods or product s which are of t he same or
similar kind and nat ure as t hose of t he
Company.
17. As long as Mr. S. K. Nagpal funct ions as
Whole-t ime Direct or, Mr. S. K. Nagpal not t o
be int erest ed or ot herwise concerned
direct ly or t hrough his wife and/or minor
children, in any selling agency of t he
Company in fut ure wit hout t he prior
approval of t he Cent ral Government .
18. Mr.S.K.Nagpal not t o divulge or disclose t o
any person any secret or confident ial
informat ion relat ing t o t he business or
affairs of t he Company or as t o any t rade
secret s or secret processes and t o use his
best endeavours t o prevent any ot her
person from so doing.
Mr. S.K.NagpaPs employment fort hwi t h if
he is unable t o perform his dut ies by reason
of i l l -heal t h, accident or disabilit y for a
period of 180 clays in any period of t welve
consecut ive calendar mont hs.
Mr. S.K.Nagpal' s employment as Whole-
t ime Direct or and/or his office as a Direct or
fort hwit h, if he becomes insolvent or makes
any composit ion or arrangement wit h his
credit ors or ceases t o be a Direct or or a
Whole-t ime Direct or of t he Company.
21. In case of Mr. S.K.Nagpal' s deat h in t he
course of his employment as Whole-t ime
Direct or wit h t he Company, t he Company
t o pay t o his legal represent at ives t he salary
and ot her emolument s payable for t he t hen
current mont h t oget her wit h any such
furt her sum as t he Board in it s sole and
uncont rolled discret ion may det ermine.
Mr. S.K.Nagpal's employment by giving not
less t han 90 days' not ice in writ ing if he is
guilt y of inat t ent ion t o or negligence in his
conduct of t he business or any breach of
t he Agreement , which, in t he opinion of t he
Board, renders his ret irement from office of
Whole-t ime Direct or desirable.
23. Eit her part y shall be ent it led t o t erminat e
t he Agreement by giving t o t he ot her part y
180 days' not ice in writ ing wit hout showing
any cause.
prior t o his appoint ment as Whole-t ime
Direct or of t he Company t o be t aken int o
account for t he purpose of leave, provident
fund, superannuat i on, grat ui t y and ot her
ret iring benefit s t o which he is or may be
ent it led t o under or in pursuance of t he
Agreement .
25. The t erms and condit ions of t he said
appoint ment and/or Agreement may be
alt ered and varied from t ime t o t ime by t he
Board as may be permissible and if deemed
fit , so as not t o exceed t he limit s specified in
Schedule XIII t o t he Companies Act , 1956 or
any amendment s or relaxat ion made
hereaft er in t hat regard.
26. The Agreement represent s t he ent ire
agreement bet ween t he Company and
Mr. S.K.Nagpal and cancels and supersedes
all prior agreement s, arrangement s or
underst andings bet ween t he Company and
Mr. S. K. Nagpal.
In compliance wit h t he provisions of Sect ions 269,
309, 314 and ot her applicable provisions of t he
Companies Act , 1956, read wit h Schedule XTI1 t o
t he Companies Act , 1956, t he appoint ment and
remunerat ion specified above are now being
placed before t he Members in t he General Meet ing
for t hei r approval.
The Direct ors t herefore, commend t he passing of
t he Special Resolut ion set out at It em No. 10. of t he
Mr. S. K. Nagpal is concerned or int erest ed in t he
Special Resolut ion at t his it em of t he
accompanying not ice as also in t he draft
Agreement since t hey relat e t o his own
appoint ment and remunerat i on.
The draft Agreement referred t o in t he Special
Resolut ion at It em No. 10. of t he accompanying
Not ice is open for inspect ion by t he Members at
t he Regist ered Office of t he Company bet ween
11.00 a. m. and 1.00 p.m. on any working day of
t he Company except Sat urday.
Item No. 11
24. Mr. S.K.Nagpal' s services wit h t he Company Wit h t he enact ment of t he Deposit ories Act , 1996
16
and amendment s t o cert ain provisions of t he
Companies Act , 1956, t he Company has ent ered
int o an Agreement wit h a deposit ory i.e. Nat ional
Securit ies Deposit ory Limit ed (NSDL) t o enable
t he invest ors t o demat erialise t he securit ies. In
order t o facilit at e smoot h operat ion of t he Deposi-
t ory Syst em, a new Art icle is proposed t o be
incorporat ed in t he Art icles of Associat ion of t he
Company in t erms of t he Special Resolut ion at It em
No. 11. The Special Resolut ion at It em No. 11 is
proposed pursuant t o Sect ion 31 of t he Companies
Act , 1956.
The Direct ors commend t he Special Resolut ion for
accept ance by t he Members.
None of t he Direct ors of t he Company are
concerned or int erest ed in t he Resolut ion.
A copy of t he Memorandum and Art icles of
Associat ion of t he Company shall remain open for
inspect ion by Members at t he Regist ered Office of
t he Company bet ween 11 a.m. and 1 p.m. on any
working clay of t he Company except Sat urday.
By Order of the Board
Naina R.Desai
New Delhi
18 February, 1998.
Registered Office:
Vaswani Chambers,
264- 265, Dr.Annie Besant Road,
Mumbai- 400 025.
17
Directors' Report
The Direct ors have great pleasure in present ing t heir Fort y-eight h Annual Report and
Account s for t he year ended 31 December, 1997.
Income Distribution
(Figures in%)
14.9,
Materials & Services
Personnel Expenses
Other Expenses
Depreciation
Interest
Taxes
Dividend
Retained Earnings
Financial Results
Profit before taxation and Extraordinary items
Profit on sale of the Transportation undertaking
Payment received under an agreement for
Non- compete covenant in respect of the
Transportation business
Profit before Taxation
Less: Provision for taxation- Income tax
Profit after Taxation
Less: Transfer to Foreign Projects Reserve Account
Debenture Redemption Reserve Account
Balance brought forward from last year
Amount available for appropriation
Appropriations
General Reserve
Interim Dividend
Proposed Final Dividend
Corporate Dividend Tax thereon
Balance carried forward
(Rs. in Thousands)
For the year For the year
ended 31 ended 31
December, 1997 December, 1996
863,460
863,460
215,000
648,460
3,600
4,477
227,449
867,832
390,000
207,092
20,709
250,031
867,832
1,228,299
473,773
332,100
2,034,172
485,000
1,549,172
3,000
4,478
134,265
1,675,959
1,200,000
93,191
155,319
227,449
1,675,959
Total Dividend
(Rs. in Millions)
Dividend
The Directors recommend payment of following dividend:
A dividend at the rate of Rs. 5 per share for the year
ended 31 December 1997 on 41,418,356 equity shares
of Rs.10 each (Previous year at the rate of Rs.8 per share,
including Rs. 3 per share of interim dividend
on 31,063,767 equity shares of Rs.10 each).
Corporate Dividend tax thereon
207,092
20,709
248,510
18
Income
(Rs. in Millions)
97
96
95
Performance Review
Operations
The performance of your Company
in t he year 1997 was reflect ive of t he
sluggish economic environment in
t he count ry. Sales and ot her income
for t he year was Rs. 10,842 million
(Rs.l 1,856 million for t he previous year). Except
for t he Transmission and Dist ribut ion segment ,
t he ot her t wo segment s i. e. , Power Generat ion
and Indust ry and Building Syst ems recorded
lower revenues during t he year.
Power Generation Segment
This segment is equipped t o provide t ot al range
of product s, services and solut ions for power
plant s. During t he year, t he Combined Cycle
Power Plant for GVK Indust ries was synchro-
nised as per schedule and t his project was
complet ed sat isfact orily on t ime. The Company
a/so secured a prest igious order for rehabili-
t at ion of power plant at Panipat from Haryana
St at e Elect ricit y Board. The year also wit nessed
t he finalisat ion of an EPC cont ract for 2 x 535
MW project from Daewoo Power, Korba. The
segment has also booked a couple of major orders
for small power plant s in t he Indust ry Sect or.
The segment , regardless of t he slow progress of
t he power sector in t he count ry, is poised for
subst ant ial growt h.
in export of HVapparat us and PLCC equipment .
This segment is expect ed t o
accomplish st eady growt h in line
- wit h t he market .
Industrial and
Systems Segment
Building
This segment offers product s, t urnkey solut ions
and services in areas such as drives, power
elect ronics, process aut omat i on, mot ors, low
volt age swit chgear and syst ems, i nst r umen-
t at ion, indust rial fans, superchargers, i ndust r i al
heat ing, vent ilat ion, et c. t t also provides single-
source capabilit y for applicat ion orient ed and
comprehensive sol ut i ons for i ndu s t r i es i n
chemical, oil and gas, st eel, pul p and paper,
cement , al umi ni um, minerals, mining, mat erial
handl i ng, aut omobiles and a ho.si of ot her
indust ries. This segment which has wit nessed
excellent growt h in t he past couple of years
slowed down in t he current year in t erms of
revenues and order booking mainly due t o
decelerat ion in t he core sect or of t he economy
like st eel, cement et c. The segment 's profit abilit y
duri ng t he year was adversely affect ed on
account of margin slippages.
During t he year, a process cont rol syst em for
pet rochemical complex of Reliance Indust ries
Limit ed at Hazira was commissioned.
97
96
95
Transmission and Distribution
Segment
The Company in t hi s segment
maint ained leadership in high arid
me di u m vol t age swi t chgear ,
subst at ions and net work prot ect ion syst ems.
It also offers t urnkey solut ions, life ext ension and
ret rofit services. In spit e of a decelerat ing demand
in t he market , t his segment maint ained growt h
during t he year bot h in t erms of revenues and
profit s. The segment int roduced new product s
like 72.5 kVswit chgears for t he U.S. Market and
indigenous st at ic relays. Maj or subst at ions
commissioned dur i ng t he year
i ncl ude 220 kV swit chyard for
Andhra Pradesh St at e Elect ricit y
Board and 145 kVswit chyard for
Bhushan St eel Limit ed. The segment
has regist ered an impressive growt h
This segment is expect ed t o record good growt h
Profit before Tax
in t he Ion
8
t erm in line wit h t he
< Rs. in Minions) count ry's economy and is expec-
t ed t o play a significant role in
t he Company' s fut ure.
T'WI fl
.-;-a L & M I Sa
Results and Profitability
Profit after Tax
(Rs. in Millions)
97
96
95
The Company's profit before t axat ion decreased
by about 30 per cent over t he previous year
t o Rs 863-5 mi l l i on, mai nl y due t o lower reve-
nues and cost overruns in some of t he project s
in t he Indust ry Segment . The lower profit s have
also t o be viewed in t he backdrop of a
slowing Indi an economy, high real rat es of
int erest and t he large invest ment s made by
t he Company in set t i ng of
new manufact ur i ng faci l i t i es.
The profit aft er t axat ion was
Rs. 648. 5 mi l l i on in 1997
( Rs. l, 549 million in 1996) aft er
providing Rs. 215 million for
J_
19
Orders Received
(Rs. in Millions)
t axat ion (Rs.485 million in 1996). The cash flow
from operat ing act ivit ies for t he Company
during t he year has been in line wit h t he profit s
in spit e of delays in payment of bills by our
cust omers. The Company's earnings in foreign
exchange increased smart ly t o
Rs. 1,419 million compared t o t he
previous year of Rs. 1,109 million
(excluding ext raordinary income
of Rs.332 million) .
Order Book
During t he year, t he Company secured orders
wort h Rs.19,365 million. Amongst t he maj or
orders booked were, an order for 2 x 535 MW
power plant , rehabilit at ion of rot ors, orders for
subst at ions, swit chgears, vent ilat ion syst ems,
paint finishing syst ems and ash handling syst ems.
Order backlog at t he end of t he year 1997 was
Rs.20,762 million.
Future Prospects
The Company will be commissioning it s green-
field t ransformer project at Vaclodara in t he t hird
quart er of 1998. To begin wit h, it will st art
manufact ure of power t ransformers in t he range
of 66kVt o 220kV, 10 MVA and above, t ract ion
t ransformers and t ransformer for arc and indus-
t rial furnaces. The Company's t urbine manu-
fact uring facilit y already manufact ures indust rial
t urbines and auxiliaries for power plant s and is
well posit ioned t o enhance t he Company' s
power generat ion business, once t he current
economic downt urn is reversed and t he power
sect or t akes off. Tn general, t he Company's pros-
pect s look bright in t he medium and long t erm,
when t he Indian economy is expect ed t o go
back t o high growt h rat es wit nessed in t he years
1992-95.
Debentures
or before 31.12.1997 were not claimed by t he
deposit ors as on t hat dat e. As on t he dat e of t his
report , deposit s amount ing t o Rs. 13,0007- have
been claimed, paid or renewed.
The Direct ors confirm t hat t he
funds raised t hrough 18% Non-
Convert ible Debent ures t hrough
privat e placement were ut ilized
for t he working capit al require-
ment s of t he Company.
Fixed Deposits
Fixed deposi t s t ot al l i ng t o
Rs.1,184,500 due for repayment on
Employees
(in Numbers;)
Depository
The Company has ent ered int o an
Agreement wi t h t he Nat i onal
Securi t i es Deposi t ory Li mi t ed
whi ch is t he f i r st Deposit ory
est ablished in India under t he
Deposit ories Act , 1996 for facilit at ing, holding and
set t l ement of t rades in Secur i t i es in t he
Elect ronic form. In view of t his, shareholders of
t he Company have t he opt ion t o clemat erialise
and convert t heir scrips int o elect ronic holding
by openi ng an account wi t h any of t he
Deposit ory part icipant s. A not e on t he Depo-
si t ory syst em i s mai l ed wi t h t he a nnu a l
report .
Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and
Outgo
The part iculars as prescribed under Sub-Sect ion
(l)(e) of Sect ion 217 of t he Companies Act ,
1956, read wit h t he Companies (Disclosure of
Part iculars in t he Report of Board of Direct ors)
Rules, 1988, are given in Annexure - A which
forms part of t he Direct ors' Report .
Environment Compliance
The Company has in place, a syst em for con-
t rolling and monit oring pollut ant s in all fac-
t ories which has result ed in all of our unit s
complying wit h environment al st andards and
legislat ion. We have submit t ed environment al
st at ement report s for all our fact ories t o t he local
aut horit ies.
The environment al management
syst em (EMS) - ISO 14001 has
been cert i fi ed for our Nasi k
u ni t . The f i r s t r ou nd of
envi r onment al a u di t , an
int ernal Company program for
all our Company unit s has been
complet ed. Some of t he major
accomplishment s in t his area
are, air pollut ion cont rol syst em
for cont r ol l i ng acicl f u mes ,
20
recycling of waste water, etc.
Particulars of Employees
Personnel Expenses
(Rs. in Millions)
97
96
95 The st at ement under sub-
sect ion (2A) of Sect ion 217
of t he Companies Act , 1956, read wit h Companies
(Part iculars of Employees) (Amendment ) Rules,
1994 and forming part of t his Direct ors' Report
is given in t he Annexure - B.
Board of Directors
Mr. Hubert Lienhard resigned as a Direct or of
t he Company wit h effect from 26 February, 1997.
The Direct ors place on record t heir apprecia-
t ion of t he valuable advice and guidance given
by him while he was a Direct or.
Mr. Jorgen Cent erman resigned as a Direct or of
t he Company wit h effect from 26 February, 1997.
The Direct ors place on record t heir appreciat ion
of t he valuable advice and guidance given by
him while he was a Direct or.
The Board of Direct ors appoint ed Mr. Aloke
Mookherjea, as an Addit ional Direct or of t he
Company wit h effect from 22 August 1997 and
as Whole-t ime Direct or of t he Company wit h
effect from 1 Sept ember 1997. His appoint ment
t o t he office of t he Whole-t ime Direct or is for a
period from 1 Sept ember, 1997 t o 31 December,
2000 and t he t erms and condit ions of such
appoint ment and remunerat ion are placed before
t he ensuing Annual General Meet ing for t he
approval of t he Members of t he Company as
required under Sect ion 269 read wit h Schedule
XIII t o t he Companies Act , 1956. Being appoint ed
as an Addit ional Direct or Mr. Aloke Mookherjea
will hold office as a Direct or of t he Company
upt o t he dat e of t he fort hcoming Annual General
Meet ing.
Addit ional Direct or, t hereby Mr. Nagpal is
deemed t o be a Whole-t ime Direct or of
t he Company for a period from 18
December, 1997. His appoint ment t o t he
office of t he Whole-t imeDirect or is wit h
effect from 18 December, 1997 t o 31
December, 1998 and t he t erms and condit ions of
s u ch a ppoi nt me nt and r emu ner at i on arc-
placed before t he ensuing Annu al General
Meet ing for t he approval of t he Members of
t he Company as required under Sect ion 269
read wit h Schedule XIII t o t he Companies Act ,
1956. Being appoint ed as an Addit ional Direct or
Mr. S.K. Nagpal will hold office as a Direct or of
t he Company upt o t he dat e of t he fort hcoming
Annual General Meet ing.
Under t he Art icles of Associat ion of t he Com-
pany, Mr. Alexis Fries ret ires from t he Board of
Direct ors by rot at ion and is eligible for re-
appoint ment .
Under t he Art icles of Associat ion of t he Com-
pany, Mr. Jakob Disch and Mr. Bo Mart in Waern
were appoint ed as Addit ional Direct ors of t he
Company on 18 December, 1997 and shall hold
office of Direct or upt o t he dat e of t he 48t h
Annual General Meet ing of t he Company.
Auditors
You are request ed t o appoint Audit ors and fix
t heir remunerat ion.
For and on behalf
of the Board of Directors
K. N. Shenoy
Chairman
The Board of Direct ors appoint ed Mr.S.K.Nagpal,
Chief Financial Officer of t he Company as an
New Delhi
18 February, 1998.
21
aERVICES - Annual Reports Library Services - www.sansco.net
Annexure - A to Directors' Report 1997
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo -
Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.
(A) Conservation of Energy
(a) Energy Conservation Measures taken
during 1997
The t hrust during t he year was on syst ems
rat her t han devices for energy conservat ion.
Areas of work were: heat ing syst ems, air-
condit ioning and refrigerat ion, compressed
air syst ems, et c. Elect ronic ballast s are now
st andard in all office areas.
Training programmes were conduct ed
cont inuously for all levels of employees for
enhanced awareness. Workmen were
t rained in local language for increased
effect iveness.
(b) Proposals being implemented for
reduction of energy consumption
Areas covered are heat ing syst ems,
t ransformers, illuminat ion syst ems, elect ric
mot ors and elect roplat ing process. In large
processes, t he emphasis is in adopt ing t he
lat est t echnology and/or ensuring opt imum
bat ch quant it y. Increased import ance is
given t o syst ems as a whole rat her t han
individual devices. All t he manufact uring
unit s are going for energy audit on a
regular basis.
(c) Impact of measures (a) and (b) above
for reduction of energy consumption
and consequent impact on cost of
production of goods.
Tot al energy saving is est imat ed at around
300,000 unit s of elect ricit y per annum. This
saving, however, has no appreciable impact
on cost of goods as t he Company's
product ion processes are not energy
int ensive.
(B) Technology Absorption
(a) Research and Development (R&D)
(1) Specific areas in which R&D is carried
out by the company
equipment , paint finishing syst ems, fan
t echnology, recovery of valuable mat erial
from gases, bag filt ers, scrubber model
st udy, Elect ro St at ic Precipit at ors (ESP),
t hree phase capacit ors, higher rat ing
capacit or unit s, series capacit ors, St at ic
Condensers (STATCON), weldable
bushings, spark gap, Power Line Carrier
Communicat ion (PLCC) syst ems, elect rical
t ransducers, AF prot ect ion couplers, AF shift
channel, fibre opt ic equipment , fault
recorders, energy met ers, applicat ion
specific power supplies, inst rument at ion
t ransformers, medium volt age swit chgear,
vacuum circuit breakers, auxiliary mot ors
for Indian Railways (specifically for 3-phase
locos), special mot ors for st eel indust ries,
brake mot ors, wat ercooled frequency
convert er for induct ion furnaces, special
wat ercooled heat sinks and wat ercooled
react or for furnace applicat ions.
(2) Benefits derived as a result of above R&D
The Company could absorb new and
upcoming t echnologies. St at e-of-t he art
product s meet ing domest ic as well as global
requirement s were int roduced as a result of
ext ensive R&D. These act ivit ies also
helped t he Company in developing
t echnical expert ise, which in t urn result ed
in offering cust omers t ot al int egrat ed
elect rical engineering solut ions.
Benefit s have been reflect ed also in t erms
of:
Product qualit y enhancement
Increased product ivit y and export s
Increased market share
Local expert ise development
Reduct ion in mat erial cost and foreign
exchange out go
Reduct ion in product delivery t ime
Improved supply management
(3) Future plan of action
The major areas are air pollut ion cont rol Int roduct ion of more cost effect ive, st at e-
(b)
(1)
(2)
of-t he-art product s wit h enhanced feat ures
is planned so as t o become a full range
elect rical supplier in India. Specific areas
include energy efficient mot ors, flame proof
mot ors, induct ion generat ors, advanced
numerical relays, DC arc furnaces,
economical energy met ers, digit al PLCC
syst ems, aut omat ed met er reading syst ems,
t hree phase power capacit ors, act ive filt ers,
furnace capacit ors and improved qualit y
capacit ors. The Company also plans t o
promot e int elligent solut ions for fast bus
t ransfer and load shedding and islanding
scheme t o select cust omers.
(4) Expenditure on R&D
(Rs. in Thousands)
i. Capital 54,619
ii. Revenue 156,791
iii. Total 211,410
iv. Total R&D expenditure as a
percentage of turnover 1 .95%
Technology absorption, adaptation and
innovation
Efforts made towards technology
absorption, adaptation and innovation
Ext ensive t raining and skill building
exercises were conduct ed in-house and at
various educat ional and research
inst it ut ions and also at collaborat ors'
fact ories and at ABB global R&D Cent res t o
enhance t he knowledge and experience in
various aspects relat ed wit h current
t echnology, in areas of product design and
development , manufact uring,
commissioning and servicing. Joint project s
have been t aken up wit h t he parent
companies. Job rot at ion bet ween
Corporat e R&D Cent re of t he Company and
Corporat e Research Cent res in Europe has
been init iat ed. Also, infrast ruct ure facilit ies
and t echnical knowledge of various reput ed
academic inst it ut ions, laborat ories and
development cent res have been ut ilised by
sponsoring indust rial project s.
Benefits derived as a result of above
efforts
Product improvement
To cat er t o t he exist ing and new market s
and t o meet varied cust omer needs, product
improvement was done on PLC based
cont rol for induct ion furnace, PLCC
equipment , t ransducers, energy met ers,
cont rol unit for medium frequency furnace,
elect rost at ic precipit at or and it s elect ronic
cont rollers, scrubbers, indust rial fans, fly
ash conveying syst ems, inst rument
t ransformers, fuse failure relay, medium and
high volt age circuit breakers, et c.
(ii) Cost Reduction
Subst ant ial cost reduct ion was achieved in
energy met ers t hrough inhouse
development and indigenisat ion. Cost
reduct ion was also achieved in medium
volt age swit chgears, inst rument
t ransformers, capacit ors, elect rost at ic
precipit at ors, bag filt ers, low volt age
apparat us and syst ems, fly ash handling
syst ems and relays. Cost reduct ion was
mainly due t o design opt imizat ion,
alt ernat ive raw mat erial usage, improved
plant layout , int roduct ion of modern
manufact uring facilit ies, comput erised
design document at ion syst ems, et c.
(iii) Product Development
Import ant product s developed were
auxiliary mot ors for Indian Railways, roller
t able motors for st eel plant s, energy met ers,
low noise induct ion furnace, high ambient
t emperat ure mot ors, power swing blocking
relays, communicat ion modem RTDC
impeclence measuring unit , melt processor
for induct ion furnaces, kWH met er,
comput erised billing ext ract ion soft ware,
dat a analyser on windows, elect ronic
cont roller, VD4 vacuum circuit breaker,
new 36kVswit chgear, scrubbers, air
dist ribut ion unit s, fly ash handling
auxiliaries/soft wares, et c.
(iv) Import Substitution
Import subst it ut ion was carried out for
various product s like EPIC cont roller, ESP
and bag filt er component s, energy met ers,
t ransducers, et c.
(3) Imported Technology (Imported during
last 5 years)
(i) Technology Imported
Environment al services, surge arrest er,
programmable PLCC syst em, fault
23
recorder, t urbochargers, digit al drives
and process aut omat ion syst ems 1993
Dist ance relay RELZ100, elect ric energy
met ers and mult ist age st eam t urbines
upt o 6 MW 1994
Aclvant cont roller, aclvant st at ions,
digit al t hyrist or cont roller for DC mot or
drive, relay modules REXA, RXSB4,
RXKL, indoor vacuum circuit breaker,
power capacit ors and induct ion
generat ors 1995
Medium volt age circuit breaker t ype
VD4E & VD-4 1996
Elect rical power t ransformers (upt o
1,00,OOOKVA), elect rical t ract ion
t ransformers (upt o 10,000 KVA) and
relay modules : REL511, REL521,
RAPDK, RAEDK, RAZK and RALK 1997
(ii) Has technology been fully absorbed?
Yes, except in t he following product s:
Induct ion generat ors, cert ain relay modules
and power capacit ors.
(c) Foreign Exchange earnings and outgo
(a) Activities related to exports; initiative
taken to increase exports, development
of new export markets for products and
services, export plans
The Company is giving a major t hrust t o
increase export of it s product s and sendees
mainly t o ABB Group Companies in Asia
Pacific, Europe and t o some ext ent , t he
Americas. The Company seeks t o do t his
t hrough cost leadership in specific product s.
The Company is also focussing on t he
deemed export market , wit hin t he count ry,
funded by mult ilat eral funding agencies.
The Company export s HVapparat us t o
Europe and Asia Pacific Regions and PLCC
equipment and t ransducers t o Europe and
Sout h America.
(b)
Power capacit ors, relays and PCBs are
export ed t o t he ABB Group Companies in
It aly, Sweden and Singapore. Applicat ion
soft ware for ABB Companies in Europe is a
pot ent ial area for export s, for which a
Soft ware Development Cent re has been
est ablished during t he year in Bangalore.
Pollut ion cont rol equipment and Indust rial
fans were also delivered during t he year t o
Middle East and Sout h East Asia; and
mot ors t o Africa and Sout h East Asia.
The Company's exclusive export cell
t arget s t he Sout h Asian market consist ing
of Bangladesh, Sri Lanka and Nepal. The
Company would soon be est ablishing
represent at ive offices in t hese count ries and
would mainly focus on t ransmission and
dist ribut ion equipment and power plant s.
The first order for a small subst at ion from
Bangladesh was received during t he year.
The Company expect s t o get a significant
share of t hese market s in t he long t erm.
Total Foreign Exchange used and
earned
a. Foreign exchange
earned (including
deemed exports)
b. Foreign
exchange used
c. Net foreign
exchange used
(Rs. in Thousands)
1,418,722
1,503,727
85,005
For and on behalf
of the Board of Directors
K.N. Shenoy
Chairman
New Delhi
18 February, 1998.
Report of the Auditors to the Members of Asea Brown Boveri Limited
We have audit ed t he at t ached balance sheet of
Asea Brown Boveri Limit ed as at 31 December ,
1997 and t he profit and loss account of t he
Company for t he year ended on t hat dat e, annexed
t heret o, and report t hat :
1. As required by t he Manufact uring and
Ot her Companies (Audit or's Report )
Order, 1988 issued by t he Company Law
Board in t erms of Sect ion 227(4A) of t he
Companies Act , 1956, we enclose in t he
Annexure, a st at ement on t he mat t ers
specified in paragraphs 4 and 5 of t he said
Order.
2. Furt her t o our comment s in t he Annexure
referred t o in paragraph 1 above:
a. we have obt ained all t he informat ion
and explanat ions which t o t he best of
our knowledge and belief were
necessary for t he purpose of t he audit ;
b. in our opinion, proper books of
account as required by law have been
kept by t he Company so far as appears
from our examinat ion of t he books;
in agreement wit h t he books of
account ; and
d. in our opinion and t o t he best of our
informat ion and according t o t he
explanat ions given t o us, t he said
account s, give t he informat ion
required by t he Companies Act . 1956,
in a manner so required and give a t rue
and fair view:
i. in t he case of t he balance sheet , of
t he state of affairs of t he Company as at
31 December, 1997;
and
ii. in t he case of t he profit and loss
account , of t he profit for t he year
ended on t hat elat e.
For Bharat S Raut & Co.
Chartered Accountants
Arjun Sawhny
Partner
t he balance sheet and profit and loss
account dealt wit h by t his report are
New Delhi
20 February, 1998.
25
Annexure to the Auditor's Report to the
Members Of Asea Brown Boveri Limited (Referred to in paragraph 1 of our report of even date)
The Company has maint ained proper 8.
records of fixed asset s showing ful l
part iculars including quant it at ive det ails and
locat ion. The Company has a regular
programme of physical verificat ion of it s
fixed asset s which, in our opinion, is
reasonable having regard t o t he size of t he
Company and t he nat ure of it s asset s. In
accordance wit h t his programme, cert ain
fixed asset s were physically verified by
management during t he year and no serious
discrepancies were ident ified on such 9.
verificat ion.
None of t he fixed asset s have been revalued
during t he year.
10.
11.
3. The st ocks of finished goods, st ores, spare
part s and raw mat erials have been
physically verified by management during
t he year. In respect of st ocks lying wit h
t hird part ies, confirmat ion for most of t he
stocks held has been received. In our
opinion, t he frequency of such verificat ion
is reasonable.
4. The procedures for t he physical verificat ion
of st ocks followed by management are
reasonable and adequat e in relat ion t o t he
size of t he Company and t he nat ure of it s
business.
5. The discrepancies ident ified on such
verificat ion bet ween physical st ocks and t he
book records were not mat erial and were
properly dealt wit h in t he books of account .
6. On t he basis of our examinat ion of st ock
records, we are of t he opinion t hat t he
valuat ion of st ocks is fair and proper in
accordance wit h normally accept ed
account ing principles and is on t he same
basis as in t he previous year.
7. The Company has not t aken any loans,
secured or unsecured from companies,
firms or ot her part ies list ed in t he regist er
maint ained under Sect ion 301 of t he 12.
Companies Act , 1956, or from companies
under t he same management as defined
under Sect ion 370(1B) of t he Companies
Act , 1956, where t he rat e of int erest and
ot her t erms and condit ions are prima facie
prejudicial t o t he int erest s of t he Company.
The Company has not grant ed any loans,
unsecured t o companies, firms or ot her
part ies list ed in t he regist er maint ained
under Sect ion 301 of t he Companies Act ,
1956, or t o t he companies under t he same
management wit hin t he meaning of Sect ion
370(1B) of t he Companies Act , 1956, where
t he rat e of int erest and ot her t erms and
condit ions are in our opinion, prima facie,
prejudicial t o t he int erest s of t he Company.
The part ies t o whom loans or advances in
t he nat ure of loans were given by t he
Company are regular in repaying t he
principal amount s as st ipulat ed and int erest
where applicable.
In our opinion, and according t o t he
informat ion and explanat ions given t o us,
t here are adequat e int ernal cont rol
procedures commensurat e wit h t he size of
t he Company and nat ure of it s business for
t he purchase of st ores, raw mat erials
including component s, plant and
machinery, equipment , ot her asset s and for
t he sale of goods.
In our opinion, and according t o t he
informat ion and explanat ions given t o us
and having regard t o t he fact t hat some of
t he it ems purchased are of a special nat ure
and suit able alt ernat ive sources do not exist
for obt aining comparat ive quot at ions, t he
t ransact ions of purchase of goods and
mat erials and sale of goods, mat erials and
services, made in pursuance of cont ract s or
arrangement s ent ered in t he regist er
maint ained under Sect ion 301 of t he
Companies Act , 1956 and aggregat ing
during t he year t o Rs. 50,000 or more in
respect of each part y, were made at prices
which are reasonable having regard t o
prevailing market prices as available wit h
t he Company for such goods, mat erials or
services or t he prices at which t ransact ions
for similar goods, mat erials or services were
made wit h ot her part ies.
The Company has a regular procedure for
t he det erminat ion of unserviceable or
damaged st ores, raw mat erials, finished
goods and t raded goods and adequat e
provision has been made in t he account s
for t he loss arising on t he it ems so
det ermined.
26
13. In our opinion and according t o t he
informat ion given t o us, t he Company has
complied wit h t he provisions of Sect ion 58A
of t he Companies Act , 1956 and t he
Companies (Accept ance of Deposit s) Rules,
1975 wit h regard t o t he deposit s accept ed
from t he public.
14. In our opinion, reasonable records were
maint ained by t he Company for t he sale
and disposal of scrap. The Company has no
by-product s.
15. In our opinion, t he Company has an
int ernal audit syst em commensurat e wit h
t he size and nat ure of it s business.
20.
books of account carried out by us in
accordance wit h generally accept ed
audit ing pract ices and according t o t he
informat ion and explanat ions given t o us,
no personal expenses of employees or
direct ors were charged t o t he profit and loss
account ot her t han t hose payable under
cont ract ual obligat ions or in accordance
wit h generally accept ed business
pract ice.
The Company is not a sick indust rial
Company wit hin t he meaning of clause (o)
of sub-sect ion 1 of Sect ion 3 of t he Sick
Indust rial Companies (Special Provisions)
Act , 1985.
16. We have carried out a limit ed review of t he
books of account maint ained by t he
Company pursuant t o t he Order made by
t he Cent ral Government for t he
maint enance of cost records under Sect ion
209 ( IXd) of t he Companies Act , 1956 in
respect of elect ric mot ors at t he Company's
Faridabad unit , and are of t he opinion t hat ,
prima facie, t he prescribed account s and
records were maint ained. We have not ,
however, made a det ailed examinat ion of
t he said records.
17. Provident Fund and Employees St at e
Insurance dues were generally regularly
deposit ed during t he year wit h t he
appropriat e aut horit ies.
18. According t o t he informat ion and
explanat ions given t o us, t here are no
undisput ed amount s payable in respect of
income t ax, wealt h t ax, sales t ax, cust oms
dut y and excise dut y which are out st anding
at 31 December, 1997 for a period of more
t han six mont hs from t he dat e t hat t hey
became payable.
19. On t he basis of t he examinat ion of t he
21. In our opinion, for t he service act ivit ies of
t he Company, t he Company has,
commensurat e wit h t he size and nat ure of
it s business, a reasonable syst em of :
a) recording receipt s, issues and
consumpt ion of mat erials and st ores
and allocat ing mat erials consumed t o
each project ;
b) allocat ing man-hours ut ilised t o each
project ; and
c) aut horisat ion and cont rol over t he
issue of st ores and allocat ing st ores
and labour cost s t o each project .
Arjun Sawhny
Partner
New Delhi
20 February, 1998.
^^ k-J-i- -L ^k_J >_^V^ k_J -M_J _M_ V -M->^-M_Jk_J -i * -M-m.*
Balance Sheet as at 31 December, 1997
Sources of Funds
1. Shareholders'Funds
a) Share Capital
b) Reserves and Surplus
Total
2. Loan Funds
a) Secured
b) Unsecured
Total
3. Total Funds Employed
Application of Funds
4. Fixed Assets
a) Gross Block
b) Less: Depreciation
c) Net Block
d) Capital work in progress
and Advances on Capital Account
5. Investments
6. Current Assets, Loans and Advances
a) Inventories
b) Sundry Debtors
c) Cash and Bank Balances
d) Loans and Advances
7. Less : Current Liabilities and Provisions
(a) Current Liabilities
(b) Provisions
8. Net Current Assets
9. Total Assets (Net)
10. Notes to the Accounts
lual Reports Library Services -
1997
Schedule
1 414,184
2 4,035,453
3 128,852
4 327,827
5 2,713,917
844,818
1,869,099
\ccount 120,648
6
/ances
7 1,057,516
8 4,276,515
9 367,716
10 1,306,780
7,008,527
revisions
1 1 3,787,476
12 320,698
4,108,174
www.sansco.net
(Rs. in Thousands)
As at 31
December, 1996
310,638
3,720,535
4,449,637 4,031,173
574,144
26,490
456,679 600,634
4,906,316 4,631,807
1,979,617
695,633
1,283,984
560,765
1,989,747 1,844,749
16,216 16,215
1,616,938
4,183,141
448,806
1,016,917
7,265,802
4,232,737
262,222
4,494,959
2,900,353 2,770,843
4,906,316 4,631,807
17
Per our report attached
Arjun Sawhny
Partner
New Delhi, 20 February, 1998.
For and on behalf of the Board,
K.N. Shenoy
A.K. Thiagarajan
K.K. Kaura
Aloke Mookherjea
S.K. Nagpal
Vijay Karan |
Tommy Lekberg i
A. Fries J
Bo Martin Waern
Naina R. Desai
Chairman
Managing Director
Directors
Secretary
28
Profit and Loss Account for the year ended 31 December, 1997
Schedule
Income
Sales and Services (net of adjustments
in respect of Previous Years)
Other Income
13
14
Expenditure
Cost of Materials and Erection Services
Personnel Expenses 15
Other Expenses 16
Depreciation (Refer Note 10)
Interest (Refer Note 11)
Less: Overheads Capitalised
Profit before Taxation and Extraordinary Items
Profit on sale of the Transportation undertaking
Payment received under an agreement for Non- compete
covenant in respect of the Transportation business
Profit before Taxation
Provision for Taxation (after adjusting for excess
provision of Rs.948 thousands; 1996- RS.560
thousands in respect of earlier years)
Profit after Taxation
Transfer to
Foreign Projects Reserve Account
Balance Brought Forward
Amount available for appropriation
Appropriations
General Reserve
Interim Dividend(Subject to tax)
For the Year
ended 31
December, 1997
10,543,105
298,487
10,841,592
7,087,417
1,001,652
1,625,184
158,162
109,650
9,982,065
3,933
9,978,132
863,460
863,460
215,000
648,460
3,600
4,477
227,449
867,832
390,000
207,092
20,709
250,031
867,832
(Rs. in Thousands)
For the year
ended 31
December, 1996
11,706,685
148,894
11,855,579
7,897,551
917,198
1,526,483
127,282
170,340
10,638,854
11,574
10,627,280
1,228,299
473,773
332,100
2,034,172
485,000
1,549,172
3,000
4,478
134,265
1,675,959
1,200,000
93,191
155,319
227,449
1,675,959
Notes to the Accounts 17
Per our report attached to the Balance Sheet
Arjun Sawhny
Partner
For and on behalf of the Board,
K.N. Shenoy
A.K. Thiagarajan
K.K. Kaura
Aloke Mookherjea
S.K. Nagpal
Vijay Karan
Tommy Lekberg
A. Fries
Bo Martin Waern
Naina R. Desai
Chairman
Managing Director
Directors
Secretary
New Delhi, 20 February, 1998. New Delhi, 18 February, 1998.
29
Schedule 1 - Share Capital
Authorised
50,000,000 Equity Shares of Rs. 10 each
Issued, Subscribed and Paid Up
41,418,356 (Previous Year 31,063,767)
Equity Shares of Rs. 10 each
500,000
414,184
(Rs.in Thousands)
As at 31
December, 1996
500,000
310,638
Notes
1.
2.
3.
4.
5.
6.
Pursuant to the Scheme of Amalgamation of the erstwhile Asea Limited with the Company, 4,585,590 Equity Shares
of Rs. 10 each were issued at par to the Shareholders of the erstwhile Asea Limited.
Pursuant to the Scheme of Amalgamation of the erstwhile Flakt India Limited with the Company, 3,688,196 Equity
Shares of Rs. 10 each were issued at par to the Shareholders of the erstwhile Flakt India Limited.
In terms of the Scheme of compromise between the Company and its Preference/Equity Shareholders, 200,000
Equity Shares were issued at a premium of Rs. 10 each on cancellation of 40,000 - 8.57% Cumulative Preference
Shares of Rs. 100 each.
8,443,893 Equity Shares issued as Bonus Shares by capitalisation of General Reserve.
10,354,589 Shares issued as Bonus Shares by capitalisation of Share Premium during the year.
18,612,672 Equity Shares are held by ABB Asea Brown Boveri Limited, Zurich, (Switzerland), the Holding Company
and 2,508,066 Equity Shares by Flakt AB, Sweden, a Subsidiary of the Holding Company.
Schedule 2 - Reserves and Surplus
Capital Reserve Account
Per last Balance Sheet
Revaluation Reserve
Per last Balance Sheet 88,178
Less:Transferred to Profit and
Loss Account 2,195
Share Premium Account
Less: Capitalisation on account of
Issue of Bonus Shares 103,546
Investment Allowance Reserve Account
Less: Transferred to General Reserve 3,325
Investment Allowance (Utilised) Reserve (Asea) Account
Less:Transferred to General Reserve 189
Carried forward
9,171
(Rs.in Thousands)
As at 31
December, 1996
9,171
85,983
552,174
1,520
5,564
654,412
90,373
2,195
88,178
655,720
655,720
7,445
2,600
4,845
6,198
445
5,753
763,667
30
Schedule 2 - Reserves and Surplus (Contd.
Carried over
Foreign Projects Reserve Account
Add: Transferred from Profit and Loss Account
Less: Transferred to General Reserve
Add: Transferred from Profit and Loss Account
General Reserve
Add: Transferred from Investment
Allowance Reserve Account
Transferred from Investment Allowance
(Utilised) Reserve (Asea) Account
Transferred from Foreign
Projects Reserve Account
Transferred from Profit
and Loss Account
Profit and Loss Account
27,000
3,600
4,000
20,523
4,477
2,681,896
3,325
189
4,000
390,000
654,412
(Rs.in Thousands)
As at 31
December, 1996
763,667
26,600
25,000
3,079,410
250,031
4,035,453
26,000
3,000
2,000
27,000
16,045
4,478
20,523
1,476,851
2,600
445
2,000
1,200,000
2,681,896
227,449
3,720,535
3 1
Schedule 3 - Secured Loans
Debentures
140,000 13.5% 1990 Non- Convertible
Debentures of Rs. 100 each
Less: Redeemed
14,000
13,302
(Rs.in Thousands)
As at 31
December, 1996
14,000
13,267
252,233 13.5% 1993 Non- Convertible
Debentures (Series- ll) of Rs. 100 each
Less: Redeemed
500,000 18% 2000 Non- Convertible Debentures
of Rs. 100 each on private placement basis
From Banks
Against hypothecation of Stocks, Stores and Book Debts
Working Capital Demand Loan
Cash Credit/Overdraft
From Others
Terms Loans
Under deferred payment credit against
hypothecation of certain machinery
698
25,223
23,135
2,088
50,000
52,786
60,000
16,066
733
25,223
23,047
2,176
50,000
128,852
52,909
488,891
24,993
3,554
3,797
574,144
Notes
b)
140,000 and 252,233 Debentures are secured by
a first charge created in favour of the Debenture-
holders over certain immovable assets at
Bangalore and Nasik ranking pari-passu inter se
with the charges created in favour of the other
institutions and a second charge over certain
stocks, book debts and other movables, subject to
prior charges in favour of the Company's bankers
for securing its working capital requirements.
These debentures are redeemable at the expiry of
seven years from 31 October, 1983 and 7
September, 1986 respectively.
500,000 Debentures are redeemable at a
premium of 5% on the expiry of the sixth year in
three equal annual instalments commencing from
1998. Premium of 5% is included in the second
c)
d)
instalment. These debentures are secured by a
first legal mortgage on the present and future
immovable assets of the Company, ranking pari-
passu inter se with the charges created in favour
of the other Institutions/Banks and floating charge
over certain movable assets of the Company
subject to the prior charge in favour of its bankers
for working capital requirements.
Working Capital Demand Loan is repayable after
three months from the date of availing the loan.
Term loan of Rs. Nil (1996 - Rs. 3,554 thousands)
represents loan from Industrial Development Bank
of India which was secured by way of
hypothecation of specific plant and machinery /
equipment.
Schedule 4 - Unsecured Loans (Rs.in Thousands)
As at 31
December, 1996
Fixed Deposits
Commercial Paper
(Maximum amount outstanding at any time during
the year - Rs. 500,000 thousands - Previous year Rs. Nil)
Other Loans and Advances
13,616
300,000
14,211
327,827
11,974
14,516
26,490
32
Schedule - 5 Fixed Assets
(Figures in brackets are in respect of the previous year)
(Rs. in Thousands)
Cost/ Cost/
Revaluation Revaluation
Description As at 1 As at 31
January, Additions/ Deductions/ December,
1997 Adjustments Adjustments 1997
Freehold Land
Leasehold Land
Leasehold Improvements
Factory Buildings
Other Buildings
Residential Quarters
Plant and Machinery
Furniture and Fixtures
Vehicles
Technical know- how fees
Total
55,887
(55,887)
13,679
(13,679)
1,852
(2,641)
279,446
(179,303)
64,051
(45,130)
8,016
(8,016)
1,277,950
(1,018,004)
104,737
(100,320)
16,710
(17,534)
157,289
(134,727)
1,979,617
(1,575,241)
89
( - )
21,780
( - )
5
(- )
41,881
(103,130)
2,309
(18,921)
(- )
662,207
(280,295)
8,772
(15,811)
431
(2,817)
14,212
(22,562)
751,686
(443,536)
1,589
( - )
(- )
(789)
(2,987)
(- )
(- )
10,102
(20,349)
3,622
(11,394)
1,711
(3,641)
362
(- )
17,386
(39,160)
54,387
(55,887)
35,459
(13,679)
1,857
(1,852)
321,327
(279,446)
66,360
(64,051)
8,016
(8,016)
1,930,055
(1,277,950)
109,887
(104,737)
15,430
(16,710)
171,139
(157,289)
2,713,917
(1,979,617)
Deprecia-
tion for
the year
( - )
7
(7)
122
(122)
9,954
(7,938)
1,102
(1,033)
130
(132)
114,852
(84,211)
6,802
(9,547)
1,437
(1,492)
25,951
(24,995)
160,357
(129,477)
Total
Depreciation
upto 31
December,
1997
( - )
153
(146)
1,504
(1,377)
73,122
(63,168)
12,963
(11,860)
2,628
(2,498)
573,651
(467,217)
66,021
(61,050)
6,764
(6,255)
108,012
(82,062)
844,818
(695,633)
Net Block
As at
31
December,
1997
54,387
(55,887)
35,306
(13,533)
353
(475)
248,205
(216,278)
53,397
(52,191)
5,388
(5,518)
1,356,404
(810,733)
43,866
(43,687)
8,666
(10,455)
63,127
(75,227)
1,869,099
(1 ,283,984)
Notes
1 . Certain Freehold and Leasehold Land, Factory and Other Buildings and Residential Quarters were revalued during
1985 and 1986.
2. Leasehold Land includes land acquired for Peenya factory (Revalued amount Rs.3,708 thousands) on lease- cum- sale
basis. The full amount of Rs.1 ,833 thousands payable as per the contract has been capitalised as the cost of Leasehold
Land.
3. Residential Quarters include cost of shares in Lotus Court Private Limited Rs.56 thousands.
SANSCO SERVICES - Annual Reports Library
Schedule 6 - Investments (Long term)
At Cost
(Rs.in Thousands)
As at 31
December, 1996 '
Government Securities
Quoted
6.5% Central Government Loan 2005
Unquoted
12 Year National Savings Certificates
12 Year National Defence Certificates
5 1/2 Year Indira Vikas Patras
Trade
Quoted
286,428 EEquity Shares of Rs.10 each
fully paid in Seshasayee Industries Limited
249,997 Equity Shares of Rs.10 each
fully paid in National Switchgears Limited
280,500 Equity Shares of Rs.10 each fully
paid in Integra Hindustan Control Limited
Others
Quoted
4,650 Equity Shares of Rs.100 each fully paid
in Housing Development Finance Corporation Ltd.
19,980 Equity Shares of Rs.10 each fully paid
in Industrial Credit and Investment
Corporation of India Limited
26
11
3
7
17
12
76
2,745
2,500
2,805
1,185
200
26
11
3
7
11
17
75
2,745
2,500
2,805
1,185
200
Unquoted
In the units of Unit Trust of India:
496,320 units of Rs.10 each fully paid;
(Repurchase price Rs.7,197 thousands -
Previous year Rs.7,122 thousands)
1,000 Shares of Rs.25 each fully paid
in Co- operative Bank of Baroda
6.5% Non Redeemable Debentures of EBengal
Chamber of Commerce and Industry
6,678
25
16,216
6,678
25
16,215
Notes
Quoted Investments aggregate
(Market value Rs.29,627 thousands;
(Previous Year - Rs.31,788 thousands)
Unquoted Investments aggregate
9,461
6,755
9,461
6,754
34
Schedule 7 - Inventories
Stores and Maintenance Spares
Raw Materials
Components
Finished Goods
Work and Contracts in progress
(Rs.in Thousands)
As at 31
December, 1996
7,427
95,386
459,913
94,879
399,911
1,057,516
12,599
102,399
697,027
123,561
681 ,352
1,616,938
Schedule 8 - Sundry Debtors
Unsecured
Debts outstanding for a period exceeding six months
Considered Good 1,552,976
Considered Doubtful 97,907
Other Debts - Considered Good
Less : Provision for Doubtful Debts
1,650,883
2,723,539
4,374,422
97,907
(Rs. in Thousands)
As at 31
December, 1996
4,276,515
1,357,446
36,339
1,393,785
2,825,695
4,219,480
36,339
4,183,141
Schedule 9 - Cash and Bank Balances
Cash and Cheques on hand
With Scheduled Banks
On Current Account
On Deposit Account
On Margin Account
330,038
1,705
2,589
33,384
334,332
367,716
(Rs. in Thousands)
As at 31
December, 1996
20,726
425,965
1,854
261
428,080
448,806
Schedule 10 - Loans and Advances
Loans, Considered Good
Secured
Unsecured
Advances recoverable in cash
or in kind or for value to be received
Unsecured Considered Good
Considered Doubtful
Less: Provision for doubtful advances
Others - Considered Good
Deposits with Companies under the same
management and maximum amount due during
the year:
ABB ABL Limited
Birla Kent - Taylor Limited
Universal ABB Power Cables Limited
ABB Holdings (South Asia) Limited
Other Deposits
Balances with Customs, Port
Trusts and Excise on Current Accounts
Schedule 11 - Current Liabilities
Acceptances
Sundry Creditors
Advance Payments from Customers
Interim Dividend
Uncashed Dividends
Interest accrued but not due on loans
20,291
5,477
820,477
11,904
832,381
11,904
129,000
80,000
30,246
125,000
25,768
820,477
364,246
80
96,209
1,306,780
46,406
2,963,701
773,168
3,003
1,198
3,787,476
(Rs. in Thousands)
As at 31
December, 1996
24,869
7,974
32,843
832,795
10,615
843,410
10,615
832,795
70,000
70,000
80
81,199
1,016,917
(Rs. in Thousands)
As at 31
December, 1996
37,051
3,042,363
1,056,420
93,191
2,369
1,343
4,232,737
Schedule 12 - Provisions
Taxation less payments
Others
(Rs.in Thousands)
As at 31
December, 1996
90,152
207,092
20,709
2,745
104,158
155,319
-
2,745
320,698 262,222
Schedule -13 Capacities, Production, Stock and Turnover (See Note 2 to the Accounts)
(Figures in brackets are in respect of previous year)
Annual
Class of Goods Capacities
Quant.
Denom.
Motors/Alternators/Generators upto HP
20 MW
Switchgear of all types Nos.
Tap Changers Nos.
Electric Furnaces kW
PLCC Equipment Nos.
Measurand Convenors Nos.
Telemetering Equipment Nos
Turbochargers Nos.
Industrial Turbo Sets MW
Electronic Control and Supply Units Nos.
for Variable Speed Drives and other
applications
Mini Computer/Microprocessor based Value Rs.in
Systems Thousands
Non- Microprocessor Based Electronics Value Rs.in
(Analog and Digital) for Weighing, Thousands
Batching and Force Measuring
Systems and Sub- Systems
Power Capacitors of all types MVAR
Pollution and Environment Nos.
Control Equipment
Robotics Nos.
Others
Project Items
Erection and Other Sen/ices
Total
Installed
375,000
(375,000)
80,000
(80,000)
(120)
125,000
(125,000)
1,900
(1,900)
22,600
(22,600)
150
(150)
150
(150)
30
(30)
550
(550)
200,000
(200,000)
70,000
(70,000)
1,500
(1,500)
15,077
(15,077)
Opening Stock of Production of Closing Stock of Turnover of
Finished Goods Finished Goods Finished Goods Finished Goods
Rupees in
Quantity Thousands
42,343 27,503
(19,265) (12,811)
87,598 74,271
(65,406) (48,107)
(- ) 0
(") (",
(") (")
(") (")
(- ) <:>
(- ) <
:
>
(- ) (- >
2 4,865
(19) (4,865)
284
(- ) (284)
,:, ,:,
H .- )
385 3,856
(317) (5,724)
(") (")
834
(1,063)
11,948
(994)
123,561
(73,848)
Quantity
450,232
(448,597)
713,867
(316,189)
(89)
38,311
(89,213)
1,262
(856)
14,496
(6,894)
43
(7)
112
(120)
16
(6)
1,003
(1,275)
495,987
(895,336)
12,738
(1,112)
814
(1,176)
6,516
(9,722)
4
Rupees in
Quantity Thousands Quantity
Rupees in
Thousands
52,862 34,368 391,267 416,119
(42,343) (27,503) (372,530) (427,468)
39,185 45,114 386,591
(87,598) (74,271) (225,547)
(- ) (- ) (89)
38,311
(- ) (- ) (89,213)
1,238
(- ) (- ) (856)
13,208
(- ) (- ) (4,458)
23
(- ) (- ) (2)
112
(- ) (- ) (120)
16
(- ) (- ) (6)
7,346 1,003
(2) (4,865) (691)
(- ) (284) (- )
<:, ,:, ,:,
773
(- ) (- ) (1,132)
411 3,896 6,490
(385) (3,856) (9,654)
4
1,221
(834)
2,934
(11,948)
94,879
(123,561)
2,681,346
(2,276,398)
(137,992)
149,961
(258,743)
172,110
(105,962)
106,267
(27,064)
12,045
(924)
138,072
(171,067)
26,357
(10,955)
311,888
(257,580)
508,724
(895,336)
12,738
(1,112)
70,086
(90,154)
511,189
(653,710)
13,048
715,754
(532,086)
2,309,782
(4,525,670)
2,387,619
(1,334,464)
10,543,105
(11,706,685)
Note: The Company's products are exempt from licensing requirement under the new industrial policy by virtue of notification No. 477(E) of 25.07.91.
Schedule 14 - Other Income
Income from Non-Trade Investments
Dividend (GJross)
(Tax deducted at source Rs. 199
thousands - previous year Rs. 264
thousands)
(Rs.in Thousands)
ended 31 ended 31
1,295 1,152
Interest (Gross)
On Deposits with Banks
(Tax deducted at source Rs. 49
thousands - previous year Rs. 79
thousands)
Others
(Tax deducted at source Rs. 4,737
thousands - previous year Rs. nil)
Profit on Sale of Fixed Assets (net)
Income from Technical Services
Miscellaneous income
181
90,395
Schedule 15 - Personnel Expenses
Salaries, Wages, Bonus etc.
Contribution to Gratuity Fund
Contribution to Provident and Other Funds
Workmen and Staff Welfare Expenses
Other Personnel Expenses
227
90,576
1,230
48,643
156,743
298,487
For the year
ended 31
December, 1997
639,474
7,319
58,165
252,206
44,488
19,987
20,214
25,540
101,988
148,894
(Rs.in Thousands)
For the year
ended 31
December, 1 996
604,329
14,150
48,341
209,897
40,481
1,001,652 917,198
38
Schedule 16 - Other Expenses
Tools and Stores
Royalty
Freight and Forwarding
Postage, Telephone and Telex
Commission and Discount
Power, Fuel and Water
Travelling and Conveyance
Insurance
Rates and Taxes
Rent
Repairs : Buildings
Plant and Machinery
Others
Provision for Doubtful Debts and Advances
Bad Debts/ Advances Written Off
Loss on Sale of Fixed Assets (net)
Loss on Sale of Investments (net)
Miscellaneous
Schedule 17 - Notes to the Accounts
(Rs.in Thousands)
ended 31 ended 31
116,626
51,271
61,144
149,191
87,612
85,184
282,970
78,704
45,877
152,080
23,619
48,160
15,201
62,857
3,607
361,081
1,625,184
127,792
42,328
53,157
144,812
104,411
70,234
277,566
82,478
47,423
119,558
31,625
42,818
34,975
11,637
7,920
92
1,036
326,621
1,526,483
Major Accounting Policies
1.1 The financial accounts are prepared under
the historical cost convention except for
revaluation of certain fixed assets.
1.2 Fixed Assets
Cost of fixed assets comprises of purchase
price, duties, levies, and any directly
attributable cost of bringing the asset to its
working condition for the intended use.
Financing costs relating to deferred credits
or borrowed funds attributable to the
acquisition of fixed assets upto the
completion of construction or acquisition of
fixed assets are included in the gross book
value of the asset.
1.3 Depreciation/Amortization
Depreciation on the assets has been
provided at the rates and in the manner
prescribed in Schedule XIV to the
Companies Act, 1956 on straight line basis
except on certain assets acquired prior to
1 May, 1973, on which depreciation has
been provided on written down value basis.
Leasehold assets are amortized over the
period of the lease.
Technical know- how fees are amortized over
a period of six years from the year in which it
becomes payable.
1.4 Foreign Currency Transactions
Foreign currency transactions of the month
are recorded by applying the monthly
average rates.
Foreign currency liabilities incurred for the
acquisition of fixed assets are translated at
exchange rates prevailing on the last
working day of the accounting year or
forward cover rates, as applicable. The net
variation arising out of the said translation
and roll over charges, if any, are adjusted to
the cost of fixed assets.
Other foreign currency assets and liabilities
are similarly translated and the gain/loss
arising out of such translation is adjusted to
the profit and loss account.
1.5 Inventories
Inventories are stated at lower of cost and
net realisable value. The cost of various
categories of inventories is arrived at as
follows:
Stores, spares, raw materials and
components rates determined on weigh-
ted average/first in first out method. Packing
materials, loose tools and consumables are
charged off at the point of purchase.
Work- in- progress and finished goods at
full absorption cost method based on annual
average cost of production.
39
Provision for obsolescence is made
wherever necessary.
1.6 Long Term Contracts
Revenues are recognised on "percentage of
completion method" based on the billing
schedules agreed with the customers. The
relevant cost is recognised in the accounts in
the year of recognition of the revenues.
Profit so recognised is adjusted to ensure
that it does not exceed the estimated overall
contract margin. If there is a loss on
contract, then the same is provided fully.
The total costs of the contract are estimated,
based on technical and other estimates.
Advances received from customers are
disclosed separately under current liabilities
and amount of retention shown under
Sundry Debtors.
1.7 Liquidated Damages/Penalties
Liquidated damages/penalties are provided
wherever there is a delayed delivery.
1.8 Provisions for Loss Orders
Necessary provisions are made for loss
orders based on technical and other
estimates.
1.9 Revenue Recognition
Sale of products and services are
recognised at contractual realisable values
at the point of despatch and services
rendered. It is disclosed in the accounts net
of excise duty, sales tax and trade discounts.
Commission Income is recognised as per
contracts/receipt of credit note.
Dividends from investments are recognised
in the profit and loss account when the right
to receive the dividend is established.
1.10 Retirement Benefits
Contribution to Provident Fund/
Superannuation Fund is made at a pre-
determined rate to the Provident Fund Trust/
Superannuation Fund Trust and charged to
the profit and loss account on an accrual
basis.
Contribution to Gratuity Fund and provision
for Leave encashment benefit are made
based on actuarial valuation and charged to
the profit and loss account.
1.11 Premium on Redemption of Debentures
Premium on Redemption of Debentures is
provided for, on a pro- rata basis, over the
tenor of debentures.
1.12 Research and Development
All revenue expenses pertaining to research
and development are charged to profit and
loss account in the year in which they are
incurred.
1.13 Investments (Long term)
Investments are valued at cost. In case there
is a permanent diminution in value of the
investments, a provision for the same is
made in the accounts and disclosed under
Provisions.
1.14 Contingent Liabilities
Contingent liabilities are usually not provided
for unless it is probable that the future
outcome may be materially detrimental to
the Company.
1.15 Excise Duty
Excise Duty payable on finished goods is
accounted on clearance from the factory
premises.
Capacities, Production, Stock and Turnover
2.1 Capacities
Installed capacities are as certified by the
Managing Director, but not verified by the
Auditors, being a technical matter.
2.2 Production
a) Production of finished goods is inclusive of
production for captive use.
b) In respect of orders not fully completed,
the production of Electric Furnaces
includes the proportionate kilowatt
equivalent of the completed work.
c) "Others" represent internally
manufactured components, sold during
the year. The Company considers these
'meant for sale
1
when actually sold. Since
the quantitative denominations of these
items are dissimilar, it would be
impracticable to disclose the quantitative
information in respect of production and
turnover.
2.3 Project items
a) These comprise of sale of equipment and
miscellaneous items meant for execution
of projects. Since the quantitative
denominations of these items are
dissimilar, it would be impracticable to
disclose the quantitative information in
respect thereof.
b) Purchase of these items during the year
aggregated to Rs. 2,121,008 thousands
(Previous Year Rs. 3,295,454 thousands).
2.4 Work and Contracts- in- Progress
The work and contracts- in- progress at the
beginning of the year amounted to
Rs. 681,352 thousands (Previous Year
Rs. 667,087 thousands).
(Rs
For the year
ended 31
December, 1997
Earnings in Foreign Exchange
i. Export of Goods
Direct on FOB basis
Under IDA Credit
ii. Goods/services supplied locally against foreign exchange remittance
iii. Erection and other services
iv. Technical know- how/other fees
v. Other income
a. Insurance Claims
b. Commission
c. Freight and Insurance
d. Service Fee
e. Software development
f. Payment received under an agreement for Non- Compete
covenant in respect of Transportation Business
g. Others
Consumption of Raw Materials and Components
For the year ended
31 December, 1997
Quantity Rupees in
Thousands
Ferrous Metals MT 5,443 198,251
Non- Ferrous Metals MT 879 129,796
Components * 2,616,281
Others 1,559,939
4,504,267
% Rupees in
Thousands
Imported 31.23% 1,406,899
Indigenously acquired 68.77% 3,097,368
100.00% 4,504,267
334,870
917,683
35,074
67,369
41,317
195
1,395
7,779
4,728
7,777
535
1,418,722
. in Thousands)
For the year
ended 31
December, 1996
260,949
602,249
143,420
24,715
43,510
1,666
5,180
5,425
17,557
3,035
332,100
1,492
1 ,441 ,298
For the year ended
31 December, 1996
Quantity
17,786
998
*
%
34.87%
65.13%
100.00%
Rupees in
Thousands
418,170
159,555
2,896,408
1,365,834
4,839,967
Rupees in
Thousands
1 ,687,922
3,152,045
4,839,967
For the purpose of para 4D (c) of Part II of Schedule VI to the Companies Act 1956, components and spare parts are
assumed to mean those incorporated in the product finally sold and not those used as spares for the repairs and
maintenance of Plant and Machinery.
* Since the quantity denominations and the type of components are dissimilar in nature, it would be impracticable to
disclose the quantitative information in respect thereof.
41
5. Value of imports on GIF basis
Raw Materials and Components
Maintenance Spare Parts
Capital Goods
For the year
ended 31
December, 1997
1,214,542
5,508
39,273
(Rs. in Thousands)
For the year
ended 31
December, 1996
1,923,280
1,567
59,215
1,259,323 1,984,062
6. Expenditure in foreign currency on account of
Royalty and technical fees
Erection Services
Commission
Professional/Consultancy fees
Other matters
For the year
ended 31
December, 1997
60,866
18,387
10,436
47,751
(Rs. in Thousands)
For the year
ended 31
December, 1996
59,250
37,932
94
1,052
55,507
137,440 153,835
Amount remitted during the year in foreign
currency, on account of dividends
Number of shareholders
Number of equity shares held by
them on which dividend was paid
Shares of Rs.10 each of the Company
ill. Year ended to which the dividend related
iv. Amount remitted (net of tax - Rs. in Thousands)
For the year
ended 31
December, 1997
15,840,660
31 December, 1996
106,964
For the year
ended 31
December, 1996
15,840,660
31 December, 1995
53,482
Interest includes a sum of Rs.108 thousands (Previous Year Rs. 108 thousands) paid on debentures and/or
fixed deposits held by the Directors.
Managerial Remuneration
a) i. Directors' fee
ii. Other remuneration
Salary
Commission
Contribution to Provident and other funds
Other perquisites
For the year
ended 31
December, 1997
106
1,355
678
455
3,287
5,775
5,881
(Rs. in Thousands)
For the year
ended 31
December, 1996
78
1,032
1,032
325
1,457
3,846
3,924
42
For the year
ended 31
December, 1997
b) Computation of Commission
Profit before taxation and Extraordinary
Items as per Profit and Loss Account
Add: Managerial Remuneration
Depreciation charged to the
Accounts
Profit on sale of Fixed Assets per
Section 349 of the Companies
Act, 1956
Provision for Doubtful debts/
advances
Less:Profit/(Loss) on sale of
Fixed Assets (net)
Profit(Loss) on sale of Investments (net)
Depreciation as per
Section 350 of the
Companies Act, 1956
Net Profit per Section 349 of
the Companies Act, 1956
Commission to the Managing Director
and Whole- time Directors at 50% of salary
5,681
158,162
1,852
62,857
1,230
212,125
863,460
228,752
1,092,212
213,355
878,857
678
(Rs. in Thousands)
For the year
ended 31
December, 1996
3,924
127,282
2,726
11,637
(92)
(1,036)
161,226
1,228,299
145,569
1,373,868
160,098
1,213,770
1,032
10. The depreciation charge for the year of Rs. 158,162 thousands (Previous Year Rs. 127,282 thousands) shown in the
profit and loss account is after deducting an amount of Rs.2,195 thousands (Previous Year Rs.2,195 thousands)
representing the extra depreciation arising on revaluation of Fixed Assets withdrawn from revaluation reserve.
11. Interest charge for the year of Rs.109,650 thousands (Previous Year Rs.170,340 thousands) includes, interest on
Debentures and Fixed period loans of Rs.11,354 thousands (Previous Year Rs. 60,232 thousands.)
12. a) Auditors'Remuneration
i. Audit Fee
ii. Tax Audit Fee
iii. Audit of accounts for the
purpose of Section 44 AB
of the Income- tax Act, 1961
iv. Other Services
v. Reimbursement of out- of- pocket expenses
b) Cost Auditors' remuneration
i. Cost Audit Fee
ii. Out- of- Pocket Expenses
For the year
ended 31
December, 1997
1,200
225
358
50
10
(Rs. in Thousands)
For the year
ended 31
December, 1996
1,050
300
550
902
382
50
10
43
For the year
ended 31
December, 1997
13. Contingent Liabilities
i. Claims against the Company not
acknowledged as debts 302,295
ii. Bills discounted 172,637
The above excludes bills co- accepted by
the customers' bankers/guaranteed by the
St at e Government s 565,611
iii. Taxation
a. Matters in dispute 52,269
b. There are certain decisions in favour of the Company,
in respect of which, the Company is not aware, whether
the Income- tax department has gone further in appeal/reference.
14.
15.
16.
17.
Estimated amount of contracts remaining to be executed on capital account
and not provided for (net of advances). 183,769
(Rs. in Thousands)
For ihe year
ended 31
December, 1996
193,880
343,224
528,332
95,872
106,392
Provision for tax has been made on the basis of the results of these accounts, though tax will be payable on the
basis of the results of the operations for the year ended 31 March, 1998.
Research and development expenditure of Rs. 156,791 thousands on revenue account, has been incurred
during the year. (Previous Year Rs. 99,923 thousands).
Net foreign exchange variation gain of Rs. 21,142 thousands (Previous Year Net variation loss of Rs.1,859
thousands) has been accounted in the profit and loss account.
18. Balance Sheet Abstract and Company's General Business Profile
I. Registration Details
Registration No. | 0 7 9 3 3
Balance Sheet Date
State Code 1 1
31
Date Month Year
Capital Raised during the year (Rs. in Thousands)
Public Issue Rights Issue
E
Private Placement
Position of Mobilisation and Deployment of Funds (Rs. in Thousands)
Total Liabilities Total Assets
9,014,490
Sources of Funds
Paid- up Capital
~414,184
Secured Loans
I 128,852
E
9,014,490
Reserves and Surplus
4,035,453
Unsecured Loans
327,827
Application of Funds
Net Fixed Assets Investments
" 1,989,747 : " ' 16,216
Net Current Assets Misc. Expenditure
2,90a353r ~ " NIL j
Accumulated Losses
NI L' ]
IV. Performance of the Company (Rs. in Thousands)
Turnover Total Expenditure
1~6,84li592 " " " 9,978,132 |
+/- Profit/Loss +/- Profit/Loss
Before Tax After Tax
+ 863,46(7 '
:
+ "648',460
Earnings per Share in Rs. Dividend Rate %
~15.6eT 50
V. Generic Names of Three Principal Products/Services of Company
(as per monetary terms)
Item Code No. (ITC Code) L
8
A
35
^ ~"
Product Description [Switchgears of all types
Item Code No. (ITC Code) T 84.71
Product Description [Minicomputer/microprocessor based System
Item Code No. (ITC Code) [84?2l" ~ ~ ~ " ~"
Product Description [ Pollution and Environment Control Equjpment
19. The figures of the Previous Year have been regrouped/reclassified to conform with the figures of the current
year.
20. Schedules 1 to 17 form an integral part of the accounts and have been duly authenticated.
Signature to Schedules 1 to 17
For and on behalf of the Board
K.N. Shenoy Chairman
A.K. Thiagarajan Managing Director
K.K. Kaura Whole- time Director
Aloke Mookherjea Whole- time Director
S.K. Nagpal Whole- time Director
Vijay Karan \
Tommy Lekberg I Directors
A. Fries J
Bo Martin Waern
Naina R. Desai Secretary
Cash Flow Statement for the year ended 31 December, 1997
A. Cash Flow from Operating Activities
Net Profit before Tax and extraordinary items
(Rs. in Thousands)
ended 31 ended 31
863,460 1,228,299
Adjustments for
Depreciation
Other Non Cash charges (net)
Unrealised gains on restatement of monetary assets
Unrealised loss on restatement of monetary liabilities
Financial lease expenses
(Profit)/Loss on sale of fixed assets (net)
Loss on sale of investments (net)
Interest accrued
Dividend accrued
Interest expense
Operating Profit before Working Capital changes
158,162
62,857
(21,753)
14,160
53,403
(1,230)
(90,576)
(1 ,296)
109,650
127,282
1 1 ,637
(4,179)
7,487
24,929
92
1,036
(20,214)
(1,152)
170,340
1,146,837 1,545,557
Adjustments for
Increase in Sundry Debtors
Decrease in Inventories
(Increase) / Decrease in Loans and Advances
Decrease in Current Liabilities
Cash generated from Operations
Interest received
Interest paid
Direct Taxes paid (net of refunds)
Net Cash from Operating Activities
(133,189)
559,422
(41,173)
(366,230)
1,165,667
(109,222)
(229,006)
(785,564)
25,461
181,027
(279,713)
686,768
19,987
(169,032)
(412,969)
827,439 124,754
46
For the year
ended 31
December, 1997
Cash Flow from Investing Activities
Additions to fixed assets including Capital Work- in-
Progress and Advances on Capital Account
Sale proceeds of fixed assets
Purchase of investments
Deposits with Companies under the same management and others
Sale proceeds of investments
Interest received
Dividend received
Extraordinary Item
Sale of Transportation undertaking
Sale proceeds received during the year
Taxes on above
Net current assets of Transportation business transferred
Payment received for non- compete covenant in
respect of Transportation business
Net Cash (used in) / from Investing Activities
Cash Flow from Financing Activities
Proceeds from new borrowings
Repayment of borrowings
Financial lease payments
Dividends paid
Interest paid
Net Cash used in Financing Activities
Net Cash Flows during the year (A+B+C)
44,878
(462,233)
4,198
(10,335)
(53,403)
(248,510)
(428)
(308,478)
(Rs. in Thousands)
For the year
ended 31
December, 1996
(311,221)
7,096
(5)
(294,246)
4
89,965
1,296
(507,103)
6,918
(70,020)
176,110
227
1,152
56,728
496,850
(70,277)
(61,154)
332,100
304,803
3,566
(44,588)
(24,929)
(124,255)
(1,308)
(191,514)
238,043
47
(Rs. in Thousands)
For the year For the year For the year
ended 31 ended 31 ended 31
December, 1997 December, 1996 December, 1995
Cash and Cash equivalents(Opening Balance)
Cash and Cash equivalents(Closing Balance)
Cash and Cash equivalents as at
Cash and Cheques on hand
With Banks - on current account
- on deposit account
- on margin account
- on Cash Credit Account
- Commercial Paper
- on Packing Credit Account
- Working Capital Demand Loan
Notes to the Cash Flow Statement
1. Bank borrowings and Commercial Paper placed with banks, relating to working capital requirements are grouped
under "Cash & Cash Equivalents".
2. Previous year figures have been regrouped to conform to current year's classification.
For and on behalf of the Board of Directors
K.N. Shenoy
Chairman
New Delhi
18 February, 1998.
(65,078)
(8,350)
31.12.97
33,384
330,038
1,705
2,589
(300,000)
(16,066)
(60,000)
(8,350)
(303,121)
(65,078)
31.12.96
20,726
425,965
1,854
261
(24,993)
(488,891)
(65,078)
(4,291)
(303,121)
31.12.95
33,785
1 8,1 1 6
4,479
781
(279,399)
(80,883)
-
(303,121)
Auditors' Report
We have examined t he above cash flow st at ement of Asea Brown Boveri Limit ed for t he year ended
31 December, 1997. The st at ement read wit h t he not es t hereon is in accordance wit h t he requirement s of
Clause 32 of t he List ing Agreement wit h t he Mumbai St ock Exchange and is based on t he audit ed
account s of t he Company for t he year ended 31 December, 1997.
Arjun Sawhny
Partner
New Delhi
20 February, 1998.
ABB Group
ABBAB
Shareholders
ABB AG
Shareholders
ABBAB
Sweden
ABBAG
Switzerland
50% 50%
ABB Asea Brown Boveri Ltd.
Zurich
Switzerland
ABB Group
1,000 Companies
37 Business Areas
organised into 4 Business Segments
ABB is a global $ 35 billion Engineering
Group, serving customers in electric power
generation, transmission and distribution,
industrial and building systems, and rail
transportation. Income before taxes in 1997
was $ 853 million and net income was $ 572
million. The total number of employees
worldwide at the end of 1997 was 214,000.
Of the Group's total sales, 55 percent were in
Europe, 20 percent in the Americas, and 25
percent in Asia, Middle East and Africa.
Asea Brown Boveri Limited, in India, is a
partly owned subsidiary of ABB Asea Brown
Boveri Limited, Zurich(Switzerland), the
holding company of the ABB Asea Brown
Boveri Group of approximately 1,000
companies around the world. ABB Asea
Brown Boveri Limited is owned in equal parts
by ABB AB, Stockholm (Sweden) and ABB
AG, Baden (Switzerland).
The shares of the two parent companies are
listed on various stock exchanges in Europe
and the United States. (The Shares of Asea
Brown Boveri Limited, in India are listed on the
stock exchanges of Mumbai, Delhi, Calcutta,
Ahmedabad and the National Stock
Exchange).
ABB
Vaswani Chambers
264- 265, Dr. Annie Besant Road
Mumbai 400 025
Tel: 022- 4308231
Fax: 022- 4228002

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