ELGI EQUIPMENTS LIMITED CIN: L29120TZ1960PLC000351 th 59 Annual General Meeting Board of Directors Non-Executive Directors Mr. N. Mohan Nambiar Dr. T. Balaji Naidu Date : 02nd Day of August, 2019 Mr. B. Vijayakumar Day : Friday Mr. Sudarsan Varadaraj Dr. Ganesh Devaraj Time : 3.30 PM Mr. M. Ramprasad Mr. Harjeet Singh Wahan Dr. Madhavi Gopinath (Resigned with effect from 17/03/2019) Mrs. Aruna Thangaraj (Appointed with effect from 27/05/2019) Place : ‘ ARDRA’ Managing Director No.9, North Huzur Road ( Near Codissia Building ), Mr. Jairam Varadaraj Coimbatore - 641 018. Chief Financial Officer Mr. S. Sriram (Served as CFO until 02/11/2018) Mr. Ragunathan Gunabooshanam (Appointed with effect from 02/11/2018) Book Closure dates: 27th July, 2019 to 02nd August, 2019 Company Secretary (both days inclusive) Mrs. Vaishnavi P.M Statutory Auditors Price Waterhouse Chartered Accountants LLP Chartered Accountants Secretarial Auditor M/s. MDS & Associates Company Secretary in Practice Cost Auditor M/s. STR & Associates Cost Accountants Bankers Central Bank of India State Bank of India The Hongkong and Shanghai Banking Corporation Limited HDFC Bank Limited Standard Chartered Bank Registered Office Elgi Industrial Complex, Trichy Road, Singanallur, Contents Page No. Coimbatore – 641 005. Phone : 91-422-2589555 Notice of the 59th Annual General Meeting 3 Fax : 91-422-2573697 Management Discussion and Analysis 12 Website : www.elgi.com Board’s Report 14 Registrar & Share Transfer Agents Corporate Governance Report 51 Link Intime India Private Limited Coimbatore Branch, Auditor’s Report 67 “Surya”, 35 Mayflower Avenue, Standalone Financial Statements 74 (2nd Floor) Behind Senthil Nagar, Consolidated Financial Statements 123 Sowripalayam Road, Coimbatore - 641 028. 1 ANNUAL REPORT 2018-19 ELGI EQUIPMENTS LIMITED (`. In Million) Particulars 2018-19 2017-18 Revenue from operations 18,635 16,222 Other income 96 114 Total income 18,731 16,336 Total expenditure a) (Increase) / Decrease in inventories 26 (225) b) Consumption of raw materials 10,285 9,274 c) Excise duty* - 169 d) Staff cost 3,408 2,813 e) Other expenditure 2,998 2,430 Interest expenditure 90 60 Depreciation / Amortisation 511 438 Total expenditure 17,318 14,959 Exceptional items - VRS - 27 Profit / Loss Before Tax 1,413 1,350 Tax expenses 404 413 Share of profit from joint ventures 22 16 Net Profit 1,031 953 Paid up Equity share capital 158 158 Reserves and surplus 7,551 6,731 Capital expenditure 544 399 Cash flow from operations 1,719 465 Basic EPS (in `) 6.5 6.0 Dividend per share (in `) 1.30 1.20 No. of shareholders 19285 19205 No. of employees 2195 2026 * Since GST was introduced w.e.f 1st July 2017, the excise duty for 2017-18 is for only 3 months. 2 ANNUAL REPORT 2018-19 ELGI EQUIPMENTS LIMITED NOTICE is hereby given that the 59th annual general consecutive years with effect from 02nd August, 2019 meeting of the shareholders of the company will be held on and is not liable to retire by rotation. Friday, 2nd August 2019, at 3:30 PM at 'ARDRA', RESOLVED FURTHER THAT the board of directors of No.9, North Huzur Road (Near Codissia Building), the company be and are hereby authorized to do all Coimbatore – 641 018 to transact the following business: acts and take all such steps as may be necessary, ORDINARY BUSINESS: proper or expedient to give effect to this resolution. 1. To receive, consider and adopt standalone and 6. To consider and if thought fit, to pass the consolidated audited financial statements including following resolution as a special resolution: statement of profit and loss (including other RESOLVED THAT pursuant to the provisions of comprehensive Income) the statement of cash flows Sections 149, 150, 152 and 160 read with Schedule IV and the statement of changes in equity for the financial and other applicable provisions, if any, of the year ended 31st March 2019, the balance sheet as at that Companies Act, 2013 as amended, the Companies date, the reports of the board of directors and the (Appointment and Qualification of Directors) Rules, auditors thereon. 2014 (including any statutory modifications or re- st 2. To declare dividend for the year ended 31 March 2019. enactment(s) thereof for the time being in force), the 3. To appoint a director in the place of Mr. Sudarsan relevant provisions of the SEBI (Listing Obligations and Varadaraj (DIN: 00133533), who retires by rotation and Disclosure Requirements) Regulations, 2015 as being eligible, offers himself for re-appointment. amended (SEBI Listing Regulations) and as per the SPECIAL BUSINESS: recommendations of the nomination and remuneration committee and board of directors, Dr. Ganesh Devaraj 4. To consider and if thought fit, to pass the (DIN: 00005238), independent non-executive director following resolution as an ordinary resolution: of the company who has submitted a declaration that RESOLVED THAT pursuant to the provisions of Section he meets the criteria for independence under Section 148 and all other applicable provisions of the 149(6) of the Act and Regulation 16(1)(b) of the SEBI Companies Act, 2013 and the Companies (Audit & Listing Regulations and is eligible for re-appointment, Auditors) Rules, 2014 (including any statutory be and is hereby re-appointed as an independent modification(s) or re-enactment thereof, for the time director of the company, for a second term of five being in force), M/s. STR & Associates, cost nd consecutive years with effect from 02 August, 2019 accountants, (Firm Registration No.000029) who were and is not liable to retire by rotation. appointed as cost auditors by the board of directors of the company, to conduct the audit of the cost records of RESOLVED FURTHER THAT the board of directors of the company for the financial year ending 31st March the company be and are hereby authorised to do all 2020 on a remuneration of ` 3,00,000/- (Rupees three acts and take all such Steps as may be necessary, lakhs only) (exclusive of applicable taxes and out of proper or expedient to give effect to this resolution. pocket expenses), be and is hereby ratified and 7. To consider and if thought fit, to pass the confirmed. following resolution as a special resolution: RESOLVED FURTHER THAT the board of directors of RESOLVED THAT pursuant to the provisions of the company be and is hereby authorised to do all such Sections 149, 150, 152 and 160 read with Schedule IV acts, and take all such steps as may be necessary, and other applicable provisions, if any, of the proper or expedient to give effect to this resolution. Companies Act, 2013 as amended, the Companies 5. To consider and if thought fit, to pass the (Appointment and Qualification of Directors) Rules, following resolution as a special resolution: 2014 (including any statutory modifications or re- RESOLVED THAT pursuant to the provisions of enactment(s) thereof for the time being in force), the Sections 149, 150, 152 and 160 read with Schedule IV relevant provisions of the SEBI (Listing Obligations and and other applicable provisions, if any, of the Disclosure Requirements) Regulations, 2015 as Companies Act, 2013 as amended, the Companies amended (SEBI Listing Regulations) and as per the (Appointment and Qualification of Directors) Rules, recommendations of the nomination and remuneration 2014 (including any statutory modifications or re- committee and board of directors, Mr.B Vijayakumar enactment(s) thereof for the time being in force), the (DIN: 00015583), Independent non-executive director relevant provisions of the SEBI (Listing Obligations and of the company who has submitted a declaration that Disclosure Requirements) Regulations, 2015 as he meets the criteria for independence under Section amended (SEBI Listing Regulations) and as per the 149(6) of the Act and Regulation 16(1)(b) of the SEBI recommendations of the nomination and remuneration Listing Regulations and is eligible for re-appointment, committee and board of directors, Mr. M.Ramprasad be and is hereby re-appointed as an independent (DIN:00004275), independent non-executive director director of the company, for a second term of five nd of the company who has submitted a declaration that consecutive years with effect from 02 August, 2019 he meets the criteria for independence under Section and is not liable to retire by rotation. 149(6) of the Act and Regulation 16(1)(b) of the SEBI RESOLVED FURTHER THAT the board of directors of Listing Regulations and is eligible for re-appointment, the company be and are hereby authorised to do all be and is hereby re-appointed as an independent acts and take all such steps as may be necessary, director of the company, for a second term of five proper or expedient to give effect to this resolution. 3 ANNUAL REPORT 2018-19 ELGI EQUIPMENTS LIMITED 8. To consider and if thought fit, to pass the Obligations and Disclosure Requirements) Regulations, following resolution as a special resolution: 2015 (as amended from time-to-time, read with RESOLVED THAT pursuant to the provisions of Sections 197, 198 and any other applicable provisions, Sections 149, 150, 152 and 160 read with Schedule IV if any, of the Companies Act, 2013 and the Rules made and other applicable provisions, if any, of the thereunder (including any statutory modification or re- Companies Act, 2013 as amended, the Companies enactment thereof for the time being in force), consent (Appointment and Qualification of Directors) Rules, of the shareholders of the company be and is hereby 2014 (including any statutory modifications or re- accorded for payment of consultancy fees not enactment(s) thereof for the time being in force), the exceeding ` 21,60,000 exclusive of applicable taxes to relevant provisions of the SEBI (Listing Obligations and Mr. Harjeet Singh Wahan (holding DIN: 00003358), Disclosure Requirements) Regulations, 2015 as non-executive director for rendering services in the amended (SEBI Listing Regulations) and as per the nature of business process consulting with effect from st st recommendations of the nomination and remuneration 01 April, 2019 to 31 March, 2020.