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2227 2012.Pdf Ingersoll-Rand (India) Limited BOARD OF DIRECTORS Mr. Venkatesh Valluri Chairman Mr. Hemraj C. Asher Mr. Darius C. Shroff OFFICERS REGISTERED OFFICE & Mr. B. Jayaraman Vice President - Finance CORPORATE OFFICE Mr. Prasad Y. Naik Vice President - Information Technology Plot No. 35, Mr. Amar Kaul Vice President & General Manager - Air Solutions KIADB Industrial Area, (Manager under Companies Act., 1956) Bidadi, Bangalore - 562 109 COMPANY SECRETARY Mr. P. R. Shubhakar REGIONAL AND OTHER OFFICES AUDITORS Ahmedabad-Bangalore-Chandigarh- Price Waterhouse Chennai-Coimbatore-Ghaziabad-Indore- Bangalore Jamshedpur-Kolkata-Mumbai-Nagpur- New Delhi-Pune-Secunderabad-Surat SOLICITORS Crawford Bayley & Co. Mumbai MANUFACTURING FACILITY BANKERS 22-29, G.I.D.C. Estate, Bank of America Bank of India Naroda, Citibank N. A. Central Bank of India Ahmedabad - 382 330 Standard Chartered Bank Plot No. 61, 8th Avenue, REGISTRAR AND SHARE TRANSFER AGENTS 1st Cross Road, Mahindra World City, TSR Darashaw Private Limited Chengalpattu Taluk, 6-10, Haji Moosa Patrawala Ind. Estate, Kancheepuram District, 20, Dr. E. Moses Road, Mahalaxmi, Tamil Nadu - 603 002 Mumbai - 400 011. Highlights of the Year 2012-13 2011-12 Domestic Sales Rs. 4,703.72 million Rs. 4,822.61 million Export Sales Rs. 1,194.65 million Rs. 1,174.53 million (Less): Excise Duty Rs. (443.45) million Rs. (392.71) million Other Revenue from Operations Rs. 358.77 million Rs. 315.79 million Total Revenue from operations Rs. 5,813.69 million Rs. 5,920.22 million Profit before tax Rs. 1,111.49 million Rs. 1,232.44 million As a % of revenue 19.12 20.82 Profit after tax Rs. 779.43 million Rs. 827.63 million As a % of revenue 13.41 13.98 Return on total resources (%) 7.64 8.74 Net worth per share Rs. 275.53 Rs. 257.84 Earnings per share Rs. 24.69 Rs. 26.22 Price earnings ratio 15.76 times 17.70 times Dividend per share Rs. 6.00 Rs. 24.00 Cover 4.1 times 1.1 times Net sales/total assets 0.5 times 0.6 times Profit after tax/gross fixed assets (%) 78.97 92.75 No. of employees 637 701 No. of shareholders 20,878 20,962 Distribution Schedule of Shareholdings Number of Shares Percentage(%) Principals 23,360,000 74% Institutional Investors 2,441,671 8% (Includes Govt./Govt. sponsored Financial Institutions/Foreign Banks/ Other Banks/Mutual Funds) Bodies Corporate and Trusts 712,685 2% Directors and their relatives 86,600 0% * Others 4,967,044 16% Total 31,568,000 100% * Less than 1% 1 21303758_Ingersoll Rand_Annual Report 2013_Text1-2.indd 1 6/10/2013 2:56:07 PM 91st Annual Report 2012-13 Contents Chairman’s Message ......................................................................................................................4-6 Taking Social Convergence ahead the Ingersoll Rand Way ..............................................................7-8 Notice ..........................................................................................................................................9-10 Director’s Report .......................................................................................................................11-16 Report on Corporate Governance ...............................................................................................17-24 Annexure to Director’s Report ...................................................................................................25-27 Distribution of Income/Ten year at a Glance .............................................................................28-29 Auditors’ Report ........................................................................................................................30-33 Balance Sheet ..................................................................................................................................34 Statement of Profit and Loss ...........................................................................................................35 Cash Flow Statement .................................................................................................................36-37 Notes to Financial Statements ...................................................................................................38-62 Letter to Shareholders ...............................................................................................................63-64 2 21303758_Ingersoll Rand_Annual Report 2013_Text1-2.indd 2 6/10/2013 2:56:08 PM 3 4 5 4 5 6 7 6 7 8 Notice Notice is hereby given that the Ninety-first Annual General THE COMPANY NOT LESS THAN 48 HOURS BEFORE Meeting of the members of Ingersoll-Rand (India) Limited THE COMMENCEMENT OF THE MEETING. (the “Company”) will be held at Eagleton-The Golf Resort, (b) The Register of Members and the Share Transfer th 30 km., Bangalore-Mysore Highway, Shyanamangala Cross, Books of the Company will remain closed from July Bidadi Industrial Area, Bangalore 562 109 at 12.00 noon on 2, 2013 to July 5, 2013, both days inclusive, for the Friday, July 19, 2013 to transact the following business:- purpose of payment of dividend, if declared at the ORDINARY BUSINESS Annual General Meeting. 1. To receive, consider, approve and adopt the Audited (c) The Final Dividend on Equity Shares as recommended Balance Sheet as at March 31, 2013 and Profit and by the Board of Directors for the year ended March Loss Account for the year ended on March 31, 2013 31, 2013, if declared at the meeting, will be paid: together with the reports of the Board of Directors (i) in respect of shares held in electronic form on and the Auditors thereon. the basis of beneficial ownership as per details 2. To declare a dividend for the year ended March 31, furnished by National Securities Depository 2013. Limited (NSDL) and Central Depository Services 3. To appoint a Director in place of Mr. Hemraj C. Asher, (India) Limited (CDSL) as at the end of business who retires by rotation, and, being eligible, offers on July 1, 2013. himself for reappointment. (ii) in respect of shares held in physical form to 4. To appoint Auditors, to hold office from the those members whose names appear on the conclusion of this Annual General Meeting until the Register of Members of the Company after conclusion of the next Annual General Meeting of giving effect to all valid share transfers lodged the Company and to authorise the Board of Directors with the Registrar and Share Transfer Agents to fix their remuneration. The retiring auditors on or before July 1, 2013. The Company will M/s. Price Waterhouse, Chartered Accountants, [Firm dispatch the dividend warrants from July 24, Registration No.: 301112E] have expressed their 2013 onwards. unwillingness to be re-appointed. The Company (d) The Securities and Exchange Board of India (SEBI) has received a Special Notice from a member of the has made it mandatory for all companies to use the Company under Section 225 read with Section 190 of bank account details furnished by the depositories the Companies Act, 1956 signifying the intention to for depositing dividends. Bank account details propose the following resolution: given by Members to their Depository Participants “RESOLVED THAT M/s. Price Waterhouse & Co., (DPs) and passed on to the Company by such DPs Bangalore, Chartered Accountants, [Firm Registration would be printed on the dividend warrants of the No.: 007567S] be and are hereby appointed as concerned members. Members who hold shares in Auditors of the Company from the conclusion of this dematerialized form must therefore give instructions Annual General Meeting until the conclusion of the regarding their bank account details to their DPs. The next Annual General Meeting of the Company at such Company will not act on any request received directly remuneration and other charges as shall be fixed by from shareholders for changes in their bank account the Board of Directors of the Company.” details. Further, instructions, if any, given by members NOTES: for shares held in physical form will not be applicable to the dividend paid on shares held in electronic form. (a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY (e) In terms of Section 205A read with Section 205C of TO ATTEND AND VOTE INSTEAD OF HIMSELF, AND the Companies Act, 1956, the amount of dividend THE PROXY NEED NOT BE A MEMBER OF THE remaining unpaid or unclaimed for a period of seven COMPANY. A PROXY, IN ORDER TO BE EFFECTIVE, years from the date of transfer to the unpaid dividend MUST BE LODGED AT THE REGISTERED OFFICE OF account is required to be transferred to the Investor 9 Ingersoll-Rand (India) Ltd_2013.indd 9 6/13/2013 11:37:59 AM 91st Annual Report 2012-13 Education and Protection Fund of the Central form and who have so far not registered their e-mail Government. Accordingly, the Company would be addresses may do so with their concerned Depository transferring the Final Dividend 2005-06 for the year Participant. Members holding shares in physical form ended March 31, 2006 and the Interim Dividend 2006- who wish to receive the above mentioned documents 07 for the year ended March 31, 2007 on or before in electronic form are requested to register their July 31, 2013 and November 11, 2013 respectively. e-mail id with the Company’s Registrar and Share Members are requested to ensure that they claim the Transfer Agents. dividends referred to above, before it is transferred to (i) Members who wish to attend the meeting are the said Fund. Members are requested to make their requested to bring attendance slip sent herewith, duly claims to the Company/Registrar and
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