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Directors Report of TIL Ltd.

Mar 31, 2012

The Directors have pleasure in presenting the Annual Report and the Audited Accounts for the year ended 31st March, 2012 as under:-

(Rs./Crores)

For the year ended For the year ended

31.03.2012 31.03.2011

Profit for the year after meeting all expenses but before charging Depreciation and Finance 67.09 48.77 Cost

Less: Finance Cost 4.74 2.60

Depreciation 4.87 4.16

PROFIT BEFORE TAX 57.48 42.01 Tax Provision

a) Current Tax 1.16 14.20

b) Deferred Tax (Credit)/Charge 3.34 (3.39)

Profit After Tax 52.98 31.20 Balance Net Profit available for appropriation 52.98 31.20 Appropriations

General Reserve 5.30 3.12 Proposed Dividend:

Equity Shares 3.01 6.02

Tax on Dividend 0.49 0.98

Balance Carried Forward 44.18 21.08

During the year under review, the consolidated turnover of your Company's Group including income from operations and other income stood at Rs 1414.44 Crores compared to 11402.8 Crores in the previous year. The profit before tax for the Group was Rs 23.94 Crores compared to Rs 90.06 Crores in the previous year.

On standalone basis, turnover including income from operations and other income for the year under review stood at Rs 304.43 Crores vis-a-vis Rs 237.33 Crores in the previous year. The profit before tax stood at Rs 57.48 Crores vis-a-vis 142.01 Crores in the previous year.

Tractors India Private Ltd.

Tractors India Private Ltd., the Wholly Owned Subsidiary Company in India, achieved a turnover including income from operations and other income of Rs 1039.95 Crores compared to Rs 911 Crores in the previous year. The profit before tax stood at Rs 4.18 Crores compared to Rs 33.80 Crores in the previous year.

Myanmar Tractors Ltd.

Myanmar Tractors Ltd., the Wholly Owned Subsidiary Company in the Union of Myanmar, achieved a turnover including income from operations and other income of Rs 37.47 Crores compared to Rs 35.19 Crores in the previous year and a profit before tax of Rs 4.12 Crores compared to Rs 3.93 Crores in the previous year.

With effect from 1st July, 2011, Myanmar Tractors Ltd. has ceased to be a dealer of Caterpillar in Myanmar.

TIL Overseas Pie. Ltd.

TIL Overseas Pte. Ltd., the Wholly Owned Subsidiary Company in Singapore, achieved a turnover including income from operations and other income of Rs 83.70 Crores compared to Rs 237.46 Crores in the previous year and achieved a profit before tax of Rs 0.75 Crore compared to Rs 10.18 Crores in the previous year. This activity is totally for and on behalf of Myanmar Tractors Limited.

Tractors Nepal Pvt Ltd.

Tractors Nepal Pvt. Ltd., the Wholly Owned Subsidiary Company, in Nepal, achieved a turnover including income from operations and other income of Rs 3.08 Crores compared to previous year of Rs1.76 Crores and earned a profit before tax of Rs 0.68 Crore compared to X 0.32 Crore in the previous year.

After providing Rs 4.50 Crores as Provision for Taxation, Rs 3.50 Crores (including Dividend Tax of Rs0.49 Crore) distributed as Equity Dividend, Rs 49.48 Crores has been carried forward to Balance Sheet. Reserves & Surplus (excluding Revaluation Receives) of the Company increased from Rs 205.42 Crores to Rs 254.90 Crores and the Shareholders' Funds (excluding Revaluation Reserves) increased from Rs 215.45 Crores to X 264.93 Crores.

The Reports and Accounts of Subsidiary Companies are annexed to this Report along with the statement pursuant to Section 212 of the Companies Act, 1956.

The Board has recommended a Dividend @ Rs3/- on each Equity Share (Face Value of Rs 10/- each) for the year under review.

Your Directors have pleasure in informing that the first phase of the manufacturing facility at Changual Industrial Park, Paschim Midnapore, West Bengal, has been set up and production start up has commenced. This facility has been established on approximately 37 acres of land.

Your Company has also acquired 104 acres of land on long-term lease from WBIDC Ltd. at Vidyasagar Industrial Park, Paschim Midnapore, West Bengal for setting up of the second and third phase of the manufacturing facility for MHS business.

The Company has not accepted any deposits from the public during the year as defined under Section 58A of the Companies Act, 1956. Deposit outstanding as on 31st March, 2012 including unclaimed deposit was nil.

The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report.

The total number of employees of the Company as on 31st March, 2012 was 844.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Convenes Act, 1956. Any Shareholder of the company excluding the statement of particulars of Employees under section 217 (2A) of the companies Act,1958 Any Shareholder interested in obtaining a copy of the said statement may to the company secretary at the Registered office of the company and the same will be sent by post.

9. SUBSIDIARY COMPANIES

Your Company has four subsidiary companies viz. Tractors India Private Limited (T1PL), Myanmar Tractors Limited (MTL), TIL Overseas Pte. Ltd. (TILO) and Tractors Nepal Private limited (TNPL) respectively.

The Ministry of Corporate Affairs, Government of India vide its General Secular No/2011 data! 8th February, 2011 has directed that provisions of Sector 212 of the Companies Act, 1956 shall not apply m relation to the subsidence's or those companies with Tirol the conditions contemplated in the aforesaid circular. Accordingly, the Board of Directors of the Company has recommended to attach financials of TIPL as it has substantial business operations. For other suffusions, your company nitrates line confounds commentate m me aforesaid circular. Therefore, the Annual Report and other particulars of the other three subsidiaries viz. MTL, T1L0 and TNPL respectively are not attached with this Annual Report However, a statement of particulars of the said subsidiary companies has been attached along with audited consolidated financial statement.

The Company shall provide copy of the Annual Report and other documents of its subsidiary companies, as required under section 212 of the Companies Act, 1956, to the shareholders of the Company and at free of cost The Annual Report containing the annual accounts of the subsidiary companies are also kept open for inspection by any shareholder at the Registered Office of the Company and also at the Registered Office of the subsidy company The details accounts of the subsidiary companies have been placed on the website of the Company. The consort feted financial statement presented by the Company includes financed resets of its subsidiary companies.

10. DIRECTORS

Mr. R. L Saggar and Mr. U. V. Rao retire by rotation and being eligible offer teamsters for re-appointment The Board recommends their re-appointment

11. CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance Report are annexed herewith forming part of this Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, Management Discussion and Analysis Report is annexed herewith forming part of this Report.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursue to pensions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) The Directors have selected such accounting policies and applied reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period.

n) Proper and sufficient are has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

h) The annual accounts have been prepared on a going conceit basis.

14. CORPORATE SOCIAL RESPONSIBILITY

of People, Communities and Society at large thereby attaining overall corporate growth and enhancing shareholder value. Activities undertaken by your Company are aimed at making a difference to the lives of the people and comities and fallow a Triple bottom line approach towards achieving a balance in the economic environmental and social import of the company's business to benefit all stakeholders.

As a socially responsible Corporate Chisel your Company has earned out significant Community driven development initiatives in 2011-12 as mentioned below:

-Providing secondary level education to the underprivileged children h SEB area where TIPL runs I4ARC. Through the Scholarship Schemes of TIL Welfare Trust, ton meritorious students are supported by monthly scholarships to ensure that they complete at least their basic education the tenth standard. Over 60 students of economically sections of the society have so far benefited from this endeavor of your

- Partnerships wife SOS Wage, Kolkata by extending support to the lesser-fortunate been of our society. This is an ongoing initiative for last four years.

- Providing free metrical consultation and medicines to economically challenged elderly of our society in partnership with help age through mobile medical units. Currently two are operational in Kolkata.

- Partnering with NGOs like Is war Sank alp by supporting their Project "Sarbari which offers night shelter cum rehabilitation to abandoned and shelter-less women helping the cause and making them self sufficient.

- Observing TIL Caring Day by voluntarily reaching out to underprivileged sections of the society every year on the occasion of TIL Foundation Day, through matching contribution scheme. This year your Company extended support to the orphan and street children by partnering with NGOs like Hope Foundation, CINI aid Govind Home. Educational items, books and special meals were sponsored and approximately 225 children benefitted from this year's initiatives.

- Partnering with Help Age India and Sushrut Eye Foundation in carrying out cataract surgery to under-privileged senior citizens by organizing free cataract operations. Under this initiative 8 eye screening camps and approximately 85 cataract operations have been undertaken in Koikata.

15. ENVIRONMENT

Concern for environment has always been a prime focus at TIL, and Company relentlessly pursues activities signifying efforts towards protecting and sustaining the environment

Besides using products and services such as contamination control and rebuild initiatives that reduce negative impacts on environment, every year during the world environment day, your Company undertakes initiatives that mark its effort to make the world a greener place to live in.

The activities range from sapling and tree plantation at various project sites, 'own a sapling' program, as well as organizing Sit & Draw contests amongst employees' children to create better awareness.

CSR and Sustainable Development will continue to remain a priority at TIL through which your Company will constantly strive to touch lives and make a difference.

16. APPOINTMENT OF COST AUDITORS

Pursuant to Order bearing F No. 52/26/CAB-2010 dated 2nd May, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch, your Company is now mandatory required to appoint a Cost Auditor to conduct audit of the Cost records of the Company as stipulated under Section 233B of the Companies Act, 1956.

Accordingly, the Board of Directors has appointed Messrs. D. Radhakrishnan & Co., Cost Accountants, 11 A, Dover Lane, Koikata - 700 029 as Cost Auditors of the Company for the Financial Year 2012-13. The said firm has confirmed that they are qualified for appointment as Cost Auditors and their appointment is within the limits specified under Section 224(1B) of the Companies Act, 1956.

17. AUDITORS

Messrs. Deloitte Haskins & SeHs (FRN: 302009E), Chartered Accountants, Koikata, the Statutory Auditors of the Company, hold office t# conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for appointment

18. AUDITORS REPORT

The Auditors Report does not contain any qualifications. The notes to the Accounts referred to in the Auditors" Report are self-explanatory and, therefore, does not call for any further comment under Section 217(3) of the Companies Act, 1956.

19. ACKNOWLEDGEMENTS

Your Directors wish to thank its Customers, Principals, Shareholders, Banks, Financial Institutions and Government Authorities for their co- operation and support to the Company. Though the year under review was very challenging and difficult, your Directors sincerely thank its employees tor their continued good efforts.

For and on behalf of the Board of Directors

Place: Kolkata A.Mazumdar

Date : 14th May, 2012. Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

(Rs./Crores)

For the For the year ended year ended 31.03.2010 31.03.2009

Profit for the year after meeting all expenses but before charging Depreciation and Interest. 108.38 85.28

Less: Interest 16.00 20.39

Depreciation 16.89 14.32

Profit Before Tax 75.49 50.57

Tax Provision

a) CurrentTax 25.75 17.65

b) Deferred Tax (Credit)/Charge 2.87 (0.25)

c) Fringe Benefit Tax - 0.90

Profit AfterTax 46.87 32.27

Balance Net Profit available for appropriation 46.87 32.27

Appropriations

General Reserve 4.69 3.23

Proposed Dividend:

Equity Shares 6.02 4.01

Tax on Dividend 1.00 0.68

Balance Carried Forward 35.16 24.35

2. PERFORMANCE

Turnover including income from operations and Other Income achieved for the year under review was Rs, 887.94 Crores which was increased from Rs. 875.79 Crores over the previous year. The profit before tax improved to Rs. 75.49 Crores from Rs.-50.57 Crores in the previous year, registering an increase of 49%.

MYANMAR TRACTORS LTD,

The Wholly Owned Subsidiary Company, Myanmar Tractors Ltd., in the Union of Myanmar, achieved a turnover including income from operations and Other Income of Rs. 53.06 Crores compared to Rs. 41.78 Crores in the previous year and a profit before tax of Rs. 3.79 Crores compared to Rs. 2.44 Crores in the previous year.

TIL OVERSEAS PTE. LTD.

The Wholly Owned Subsidiary Company, TIL Overseas Pte. Ltd., in Singapore, achieved a turnover including income from operations and Other Income of Rs. 160.58 Crores compared to Rs. 170.49 Crores in the previous year and achieved a profit before tax of Rs. 10.92 Crores compared to Rs. 8.70 Crores in the previous year. This activity is totally for and on behalf of Myanmar Tractors Limited.



The Wholly Owned Subsidiary Company, Tractors Nepal Pvt. Ltd., in Nepal, achieved a turnover including income from operations and Other Income of Rs. 2.51 Crores compared to previous year of Rs. 1.97 Crores and earned a profit before tax of Rs. 1.37 Crores compared to Rs. 1.21 Crore in the previous year.

TRACTORS INDIA PVT ITN

The newly formed Wholly Owned Subsidiary Company, Tractors India Pvt. Ltd., in India, did not have any operations during the year under review.

CONSOLIDATED PERFORMANCE

On a consolidated basis, your Companys Group turnover including income from operations and Other Income stood at Rs. 1079.89 Crores compared to Rs. 1073.53 Crores in the previous year and profit before tax is Rs. 91.36 Crores compared to Rs. 65.30 Crores in the previous year, registering an increase of 40%.

3. FINANCE

After providing Rs. 28.62 Crores as Provision for Taxation, Rs. 7.02 Crores (including Dividend Tax of Rs. 1.00 Crore) distributed as Equity Dividend. Rs. 35.16 Crores has been carried forward to Balance Sheet. The Reserve & Surplus (excluding Revaluation Reserves) of the Company increased from Rs. 132.59 Crores to Rs. 181.22 Crores and the Shareholders Fund (excluding Revaluation Reserves) increased from Rs. 151.41 Crores to Rs. 191.25 Crores.

The Reports and Accounts of Subsidiary Companies are annexed to this Report along with the statement pursuant to Section 212 of the Companies Act, 1956.

4. DIVIDEND

The Board has recommended a Dividend @ Rs. 6 /- on each Equity Share (Face Value of Rs. 10/- each) for the year under review.

5 FIXFN DEPOSIT

The Company has not accepted any deposits from the public during the year. Deposit outstanding as on 31st March, 2010 including unclaimed deposit was nil.

6. RESTRUCTURING

The Board, Shareholders and other concerned authorities had approved the proposal for transferring Companys Caterpillar Business in favour of Tractors India Private Limited, a wholly owned subsidiary company. The proposal is pending for approval before the Honble Calcutta High Court.

7. PREFERENTIAL ISSUE OF WARRANTS

During the year under review, no option for conversion of warrants into Equity shares issued to Promoters and ENAM Group had been exercised by them. The time frame for conversion of the warrants lapsed in terms of relevant rules governing such issue. The unsubscribed warrants stand forfeited.

8. IN EOREIGN FXCHANGE FARNINGS AND OUTGO

The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report.

9. PARTICULARS OF EMPLOYEES

The Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is given in the Annexure forming part of the Report.

In terms of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

The statement required u/s.212 of the Companies Act, 1956 in respect of Subsidiary Companies is appended herewith.

11.

The Board of Directors at its meeting held on 30th March, 2010 accepted the proposal of Mr. S. Mazumder, Vice Chairman and Managing Director of the Company expressing his intention of not drawing remuneration from the company w.e.f. 1 st April, 2010 in view of his appointment as Chairman and Managing Director of Tractors India Private Limited, a wholly owned subsidiary Company of TIL Limited w.e.f. 1 st April, 2010. The Board of Directors further noted that Mr. S. Mazumder would continue to act as Vice Chairman and Managing Director of the Company.

The Board of Directors at its meeting held on 30th March, 2010 appointed Mr. S. K. Bhatnagar as a Wholetime Director of the Company w.e.f. 1 st April, 2010. The details of the terms of appointment are given in the Notice convening the Annual General Meeting. The Board recommends Mr. Bhatnagars appointment.

Mr. U. V. Rao and Mr. G. Swarup retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

12. CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance Report are annexed herewith forming part of this Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of clause 49 of the Listing Agreement of the Stock Exchanges, Management Discussion and Analysis Report is annexed herewith forming part of this Report.

14.

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

15. CORPORATE

Corporate Social Responsibility has always been an integral part of your Companys Values and Vision. Your Company is strongly committed towards sustainable development of People, Communities and Society at large and follows the triple bottom line approach of balancing the economic prosperity, social capital and environmental quality - aimed at enhancing Shareholder Value.

As a Corporate Citizen your Company has made positive contributions towards maintaining healthy and safe workplace- conducting safety awareness trainings for its workforce. In areas of community development your Company, on an ongoing basis has undertaken:

- Education - Scholarship Schemes for Children through TIL Welfare Trust.

- Vocational trainings for Youth in the project sites.

- Flood and calamity relief for the disaster struck.

- Medical assistance through Mobile Medical Van in partnership with Help Age India around the communities where your Company operates, providing free health check- up, medicines to the underprivileged people and senior citizens.

- Observing TIL Caring Day. Every year through a matching Contributionscheme, your Company reaches out to the lesser - privileged sections of the society.

- Initiating a Blood Donation Camp in association with Rotary Club.

- Last year your Company also participated in the Kolkata Maidan Clean Up Drive by voluntary deployment of a CAT 424 B Backhoe Loader with an operator. Members from Cat Rental team also joined in the drive to promote a garbage free cleaner City.

Your Company shall continue to work towards good corporate citizenship with the existing activities as well as new initiatives in future.

16. ENVIRONMENT

As a good Corporate Citizen, your Company pursues activities and services that signify its effort towards protecting and preserving our environment. Services such as Contamination Control and Effluent Treatment Plant in Component Rebuild Center at Asansol help in reducing negative impact on environment.

Also every year on the World Environment Day, your Company undertakes different initiatives to make the world a greener place to live in. The activities range from:

- Sapling and tree plantation at various project sites, TIL offices and surrounding communities to create awareness about global warming,

- Celebration of World Environment Day by creating awarness on environmental concerns.

Focused on making the world a better and greener place, Your Company, through its many initiatives will constantly strive to touch lives and make a difference.

17. AUDITOR

Messrs. Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company, hold office till conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

18. AUDITORS REPORT

The notes to the Accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comment under Section 217(3) of the Companies Act.

19. ACKNOWLEDGEMENTS

The Board wishes to record its appreciation for the continued co-operation, support received from the valued Customers, Employees, Principals, Shareholders, Suppliers, Banks and Financial Institutions throughout the period under review.

For and on behalf of the Board of Directors



A. Mazumdar

Chairman

Place: Kolkata

Date: 11th May, 2010

 
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