COROMANDEL ENGINEERING COMPANY LIMITED

BOARD OF DIRECTORS Shri M.A.M. ARUNACHALAM

Shri K.T. KUMAR

Shri S.S. RAJSEKAR

BANKERS INDIAN BANK

AUDITORS M/s. SUNDARAM & SRINIVASAN

Chartered Accountants
23, C.P. Ramaswamy Road
Alwarpet, Chennai - 600 018.

REGISTERED OFFICE “Parry House”, III Floor,

43, Moore Street,
Chennai - 600 001.

1
COROMANDEL ENGINEERING COMPANY LIMITED
NOTICE TO THE SHAREHOLDERS
NOTICE is hereby given that the SIXTIETH Annual General
Meeting of the shareholders of COROMANDEL ENGINEERING
COMPANY LIMITED, will be held on THURSDAY the 31st July
2008 at 11.00 a.m. at Conference Room, 3rd Floor, at “PARRY
HOUSE”, No.43, Moore Street, Chennai 600 001 to transact
the following business.
Ordinary Business
1. To receive, consider and adopt the Directors’ Report and
the Audited Profit and Loss Account for the year ended 31st
March 2008 and the Balance Sheet as at that date and the
Report of the Auditors thereon.
2. To declare a dividend.
3. To appoint a Director in the place of Mr.S.S.Rajsekar, who
retires by rotation in terms of Article 92 of the Company’s
Articles of Association and being eligible offers himself for
reappointment.
4. To appoint Auditors to hold office from the conclusion of
this Annual General Meeting until the conclusion of the next
Annual General Meeting and in this connection, to consider
and if deemed fit, to pass with or without modification(s),
the following Resolution as an Ordinary Resolution.
RESOLVED that Messrs. Sundaram & Srinivasan,
Chartered Accountants, Chennai, be and they are hereby
reappointed as Auditors of the Company to hold office from
the conclusion of this Annual General Meeting until the
conclusion of the next Annual General Meeting on a
remuneration of Rs.1,50,000/- (Rupees One lakh fifty
Place : Chennai
Date : 29th May 2008
2
thousand only) plus any out of pocket expenses incurred
by them in connection with the audit.
Special Business
5. To consider and if deemed fit, to pass with or without
modification(s) the following Resolution as a Special
Resolution.
RESOLVED THAT pursuant to the provisions of Section
198, 309, 310, 314 and other applicable provisions, if any,
of the Companies Act, 1956, (hereinafter referred to as “The
Act”) and subject to such other approvals as may be required
from time to time, the Directors who are neither in whole
time employment of the company nor a Managing Director
of the company be paid with effect from 1st April 2007 in
respect of each financial year of the Company for a period
of five financial years ending 31st March 2012, remuneration
by way of commission not exceeding 1% of the net profits
of the company as computed under section 349 and 350 of
the Companies Act, 1956.
FURTHER RESOLVED THAT the quantum and manner of
distribution of the aforesaid commission amount be decided
by the Board of Directors from time to time.
FURTHER RESOLVED THAT the aforesaid commission
shall be exclusive of fees payable to such directors for
attending the meetings of the Board and committees thereof.
FURTHER RESOLVED THAT consent be and is hereby
accorded for payment of the aforesaid commission to such
Directors who may be relatives/partners of other Directors.
On behalf of the Board
M.A.M. ARUNACHALAM
Director
NOTES:
1. A member entitled to attend and vote at the above
meeting may appoint one or more proxies to attend and
vote instead of him. The proxy need not be a member
of the Company. Proxy to be valid shall be deposited
with the Company not later than forty eight hours before
the time for holding the meeting.
2. The explanatory statement pursuant to Section 173(2) of
the Companies Act, 1956 in respect of item No.5 is annexed.
3. As per clause 49 of the listing agreement with stock
exchanges, the brief resume and functional expertise of the
directors proposed for reappointment are furnished below
along with the details of Companies in which they are
directors and the Board committees of which they are
members.
Details of shares held by Mr.S.S.Rajsekar in Coromandel
Engineering Company Limited.
No. of shares held in the company : Nil.
Age : 53 years.
Qualification : B.Tech, Chemical Engineer from Anna
University.
Experience : He is an Industrialist and holds directorship in
various companies. He has an experience of 30 years in
the field of Business Management. He is also an executive
member of Andhra Chamber of Commerce, Chennai
Kendra.
Details of other Directorship/committee membership held
by him are as follows:
Directorship Committee
memberships /
Chairmanship
● Chennai Consultancy Services Nil
P. Ltd.
● Chidbhava Constructions and
Properties P. Ltd.
● Super Sakthi Animation P. Ltd.
● Super Veda Innovations P. Ltd.
4. The Register of Members and the Share Transfer Books of
the company shall remain closed from Thursday, the 17th
July, 2008 to Thursday the 31st July, 2008 (both days
inclusive).
5. The Company at its Board Meeting held on 26.02.2008 has
appointed M/s Karvy Computer Share Private Limited as
3
the Company’s Registrar and Share Transfer Agent to carry
out the share transfer and other securities related activities
of the Company.
6. The company has entered into tripartite agreement with
Karvy computer share private limited and National
Securities Depository Limited and Central Depository
Services (India) Limited respectively for dematerialising the
shares of the company. Members who have not
dematerialised their physical holding in the company are
advised to avail the facility of dematerialisation of equity
shares of the Company.
7. The dividend for the year ended 31 st March 2008 as
recommended by the Board, if sanctioned at the meeting,
will be paid in case of shares held in Physical Form, to those
shareholders whose names appear in the Register of
Members as on the date of the Annual General Meeting
and in case of shares held in Dematerialised form, as per
the details furnished by the depositories for this purpose.
8. Members are requested to notify the changes in their
address, if any, immediately quoting their folio number to
the company or Share Transfer Agent, Karvy Computer
Share Private Limited having office at Plot No. 17- 24,
Vittalrao Nagar, Madhapur, Hyderabad – 500 081 so that
the dividend can be sent to the latest address.
9. Members are requested to note that as per section 205A(5)
of the Companies Act, 1956, dividend which remain unpaid
/unclaimed for a period of seven years from the date of
transfer to the companies unpaid dividend account has to
be transferred by the company to the Investor Education &
Protection Fund (IEPF) established under section 205C of
the Companies Act, 1956. It may be noted that once the
unclaimed dividend is transferred to the IEPF as above, no
claim shall lie with the company in respect of such amount.
10. Members who have not encashed their dividend warrants
for the year 2005-2006, 2006-2007 are requested to forward
their claims to the Company or to the Company’s Registrar
and Share Transfer Agents Karvy Computer Share Private
Limited.
11. Members are requested to quote their Registered Folio No.
or Depository Participant Id.No. and Client Id. No. in all their
correspondences and notify promptly changes, if any, in
their Address / bank mandate to the Company’s Share
transfer agent viz., Karvy Computer share Private Limited,
Plot No. 17- 24, Vittalrao Nagar, Madhapur, Hyderabad –
500 081
COROMANDEL ENGINEERING COMPANY LIMITED
12. Members / proxies are requested to bring the attendance
slip sent with Annual report duly filled in for attending the
meeting.
13. Members are requested to bring their copies of the annual
report for the meeting. Copies of the annual report will not
be distributed at the annual general meeting.
14. Members holding shares under different folios in the same
names are requested to apply for consolidation of folios
and send relevant share certificates to the company’s
Registrar and Transfer Agents.
Place : Chennai
Date : 29th May 2008
ANNEXURE TO THE NOTICE
The following Explanatory Statement pursuant to Section
173 of the Companies Act, 1956 sets out all material facts
relating to item 5 mentioned in the accompanying Notice
dated 29th May 2008.
Item No 5:
The Company has vast business operations and in the current
competitive business environment, the directors are required to
take far more complex business decisions than before and are
required to commit their time and provide expertise for the
company business. In addition with the more stringent
Accounting Standards and Corporate Governance norms, the
Board of Directors not only has to ensure compliance with various
statutory requirements but also enhance the level of quality of
Corporate Governance.
The Board therefore recognized the need to suitably remunerate
the Director(s) of the Company for increased responsibilities
entrusted upon them and has proposed, subject to the approval
of the members, payment of remuneration to them by way of
Place : Chennai
Date : 29th May 2008
4
15. Shareholders may avail of the nomination facility under
section 109A of the Companies Act, 1956. The nomination
form (Form 2B) along with instructions, will be provided to
the members on request. In case the members wish to
avail this facility, they are requested to write to the
company’s registrar M/s.Karvy Computer Share Private
Limited. The shareholders holding shares in dematerialsed
form are requested to forward their nomination instructions
to the concerned depository participants, nomination is
optional and can be cancelled or varied by a shareholder
at any time.
On behalf of the Board
M.A.M. ARUNACHALAM
Director
commission, for a period of five years commencing from 1st day
of April 2007, not exceeding 1% of the net profits of the Company
as determined in accordance with the provisions of Section 198
read with Sections 349 and 350 of the Companies Act, 1956.
Section 309(4) of the Companies Act, 1956 requires a Special
Resolution to be passed by the Members of the Company in
General Meeting for payment of remuneration by way of
commission to Non-Whole time Director(s) who are neither in
the whole time employment of the company nor the Managing
Director of the Company for an amount not exceeding 1% of the
net profits of the company computed under Section 349 and
350 of the Companies Act, 1956.
The Board of Directors accordingly recommends the resolution
set out in Item No. 5 of the accompanying notice for your
approval.
Interest of Directors.
All the directors of the Company are concerned or interested.
On behalf of the Board
M.A.M. ARUNACHALAM
Director
DIRECTORS’ REPORT
Your Directors have pleasure in presenting their Report Construction of 48 Residential Apartments at Avinashi Road,
together with the audited accounts for the financial year ended Coimbatore is almost completed.
31st March 2008.
The Company is planning to launch five new Property
The performance of the Company for the year is summarized Development projects in Coimbatore and one in Chennai in the
below: year 2008-09.
FINANCIAL HIGHLIGHTS Your company during the year has acquired Plant and
2007-08 2006-07 Machineries for operation and other Fixed Assets amounting to
Rs. Rs. Rs.516.22 lacs.
Proft before Interest,
Depreciation 6,30,45,918 2,97,05,688 DIVIDEND
Less: Depreciation 42,87,269 25,14,545 The Company earned a net profit after tax of Rs. 412.87 lacs.
Interest 60,09,175 20,08,817 Your Directors are pleased to recommend a Dividend @ 40%
Profit before Tax 5,27,49,474 2,51,82,326 on the paid up equity share capital for the financial year ended
Provision for Taxation March 31, 2008 after transferring Rs.165 lakhs to General
- Current Tax 81,70,000 44,85,000 Reserve. The total outgo on account of the dividend to be paid
- Deferred Tax 29,62,242 1,96,033
to the share holders will be Rs.77.07 lacs (inclusive of dividend
- Fringe Benefit Tax 3,30,372 2,05,302
tax).
Profit After Tax 4,12,86,860 2,02,95,991
Less: Transfer to General Reserve 1,65,00,000 21,00,000
DIRECTORS
Proposed Dividend 65,89,560 41,18,475
In terms of Article 92 of the Articles of Association of the
Tax on Dividend 11,17,260 6,99,935
Company, Mr. S S Rajsekar, Director retires by rotation at the
Add: Taxation relating to
ensuing Annual General Meeting and being eligible offers himself
earlier years 1,06,305
for re-appointment.
Transfer on amalgamation 21,97,868
Earlier year’s profit/loss
brought forward 1,95,06,440 38,24,686 AUDITORS
Balance carried forward to M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai,
Balance sheet 3,65,86,480 1,95,06,440 Statutory Auditors, retire at the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-
OPERATIONS AND PERFORMANCE appointment.
During the year under review, your Company recorded a The Board on recommendation of the Audit committee, proposes
Turnover of Rs. 6800.84 lacs and PBT of Rs.527.49 lacs as that M/s. Sundaram & Srinivasan, Chartered Accountants,
against the last year turnover of Rs.4502.40 lacs and PBT of Chennai be re-appointed as the Statutory Auditors of the
Rs.251.82 lacs. Company and to hold office till the conclusion of the next Annual
Your Company has successfully completed construction of General Meeting of the Company. M/s. Sundaram & Srinivasan,
Factory Buildings for DCW, Tuticorin, Komos Automotive India Chartered Accountants, Chennai have forwarded their certificate
Pvt. Ltd., Oragadam, EID Parry (India) Ltd., Pudukottai, Lakshmi to the Company, stating that their re-appointment, if made, will
Machine Works Ltd., Coimbatore, Visteon Automotive India Ltd., be within the limit specified in that behalf in sub-section (1B) of
Maraimalai Nagar and Factory expansion for S.V Sugars Ltd., section 224 of the Companies Act, 1956.
Chengalpattu.
The Company has also completed the Auditorium for LCTPL DEPOSITS
Trust at Alagappa University, Karaikudi. The Company has not accepted any deposits.

5
COROMANDEL ENGINEERING COMPANY LIMITED
RIGHTS ISSUE
The Board has approved an issue of equity shares on rights
basis aggregating to Rs.329.48 lacs at its meeting held on
26.02.2008 and which was approved by the Shareholders
through a Special Resolution passed by postal ballot on
04.04.2008. The Company is in the process of completing the
regulatory formalities for the same.
DEMATERIALISATION
The Company along with M/s. Karvy Computer Share Private
Limited, has entered into tripartite agreements with both the
Depositories viz., National Securities Depository Limited and
Central Depository Services (India) Limited for dematerializing
the shares of the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors’ responsibility statement as required under section
217(2AA) of the Companies Act, 1956, reporting the compliance
with the accounting standards, is attached and forms part of the
directors’ report.
SECRETARIAL COMPLIANCE CERTIFICATE
Certificate Pursuant to Section 383A of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules, 2001
Place : Chennai
Date : 29th May 2008
6
issued by Mr.R.Sridharan, M/s.R. Sridharan, & Associates,
Company Secretaries, is attached hereto.
PARTICULARS OF EMPLOYEES
The details required to be covered under sub- section 2A of
Section 217 of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules 1975 is appended herewith.
PARTICULARS REQUIRED TO BE FURNISHED U/S.217 (1) (e)
The Company has no activity relating to consumption of energy,
technology absorption and foreign exchange income and outgo.
Hence, there are no particulars required to be furnished under
section 217(1) (e) of the Companies Act, 1956
GENERAL
Your Directors place on record their appreciation for the
continued co-operation, support and assistance extended to the
company by its Bankers, Share holders and Government of India
and Government of Tamilnadu.
Your Directors also place on record their appreciation for the
continued dedicated performance and commitment by the
Officers, Staff and Workmen of the Company.
For and on behalf of the Board
M.A.M. ARUNACHALAM
K.T. KUMAR
Directors
ANNEXURE TO THE DIRECTORS’ REPORT
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies ACT, 1956,
the Directors' to the best of their knowledge and belief confirm
that:
● In the preparation of Profit and Loss Account for the financial
year ended 31st March 2008 and the Balance Sheet as at
that date ("financial statements") applicable Accounting
Standards have been followed.
● Appropriate accounting policies have been selected and
applied consistently and such judgments and estimates that
are reasonable and prudent have been made so as to give
a true and fair view of the state of affairs of the company as
● Proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956 for
safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities. (To ensure this,
the company has established internal control system,
consistent with the size and nature of operations. In weighing
the assurance provided by any such systems of internal
controls its inherent limitations should be recognized. These
systems are reviewed and updated on an ongoing basis.
Periodic internal audits are conducted to provide reasonable
assurances of compliances with these systems.)

at the end of the financial year and of the Profit for that ● The financial statements have been prepared on a going
period. concern basis.

For and on behalf of the Board

M.A.M. ARUNACHALAM
Place : Chennai K.T. KUMAR
Date : 29th May 2008 Directors

ANNEXURE TO THE DIRECTORS’ REPORT

Information as per Section 217 (2A) read with the Companies (Particulars of Employees) Rules, 1975 and forming part of
the Directors’ Report - Details of Remuneration paid for the year ended 31st March, 2008

Name (Age) Designation of the Remuneration Qualification/Expe- Date of com- Previous

employee/ Nature of Rs. rience Years mencement of Employment
duties employment
(1) (2) (3) (4) (5) (6)

G. Viswanath Kumar (52) Senior Vice President 29,96,596 B.Tech, MBA (28) 05.12.2005 Larsen & Toubro
Ltd.

1. Remuneration as shown above includes salary, allowance, leave travel assistance, Company’s contribution to Provident Fund,
Superannuation Fund and Gratuity Fund, Medical facilities and perquisites valued in terms of actual expenditure incurred by the
employee(s) excepting in case of certain expenses where the actual amount of expenditure cannot be ascertained with reasonable
accuracy, and in such cases, notional amount as per Income- tax Rules has been adopted.
2. The above mentioned employee is a whole time employee of the Company and was employed throughout the year and the nature
of employment is contractual.
3. The above employee is not related to any of the Directors of the Company.
For and on behalf of the Board

M.A.M. ARUNACHALAM
Place : Chennai K.T. KUMAR
Date : 29th May 2008 Directors

7
COROMANDEL ENGINEERING COMPANY LIMITED
COMPLIANCE CERTIFICATE
NAME OF THE COMPANY : COROMANDEL ENGINEERING
COMPANY LIMITED
Registration No. (CIN No.) : L74210TN1947PLC000343
Authorized Capital : Rs. 4,00,00,000/-
Paid-up Capital : Rs.1,64,73,900/-
To,
The Members
Messrs. Coromandel Engineering Company Limited
‘Parry House’, 3rd Floor,
43, Moore Street,
Chennai – 600 001.
We have examined the registers, records, books and papers of
MESSRS. COROMANDEL ENGINEERING COMPANY
LIMITED (the Company) as required to be maintained under the
Companies Act, 1956, (the Act) and the rules made there under
and also the provisions contained in the Memorandum and Articles
of Association of the Company for the financial year ended on
31st March 2008. In our opinion and to the best of our information
and according to the examinations carried out by us and
explanations furnished to us by the Company, its officers and
agents, we certify that in respect of the aforesaid financial year:
1. The Company has kept and maintained all registers as
stated in ANNEXURE ‘A’ to this certificate, as per the
provisions of the Act and the rules made there under and
all entries therein have been duly recorded.
2. The Company has filed the forms and returns as stated in
ANNEXURE ‘B’ to this certificate, with the Registrar of
Companies, Regional Director, Central Government,
Company Law Board or other authorities prescribed under
the Act and the rules made there under.
3. The Company is a Public Limited Company and has the
minimum prescribed paid up capital. The Company is a
listed company and the shares are listed with Madras Stock
Exchange Limited.
4. The Board of Directors duly met SIX (6) times on 29th May
2007, 31st July 2007, 10th September 2007, 31st October
2007, 28th January 2008 and 26th February 2008 in respect
of which meetings proper notices were given and
proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose.
5. rd
The Company closed its Register of Members from 23 July,
2007 to 6th August, 2007 (both days inclusive) and necessary
compliance of Section 154 of the Act has been made.
6. The Fifty-Ninth Annual General Meeting for the financial
year ended 31st March 2007 was held on 6th August, 2007
after giving due notice to the members of the Company
and the resolutions passed thereat were duly recorded in
the Minutes Book maintained for the purpose.
8
7. No extraordinary General Meeting was held during the
financial year. During the year the company has sought
the approval of the shareholders for passing of resolution
under Section 81(1A) for issue of further shares on rights
basis through Postal Ballot after giving due notice to the
members as per the provisions of Section 192A of the
Companies Act, 1956 read with The Companies (Passing
of Resolutions through Postal Ballot) Rules, 2001 and the
said result was announced at the deemed meeting held on
4th April 2008.
8. The Company has not advanced any loans or given any
guarantees or provided any securities to its directors or
persons or firms or companies referred under Section 295
of the Act.
9. The Company has not entered into any contract falling within
the purview of Section 297 of the Act.
10. During the financial year, the Company has not entered
into any contracts falling within the purview of Sections 297
and 299 of the Act. However, the transactions entered into
with companies listed in the register maintained under
Section 301(3) of the Act have been duly entered in the
register maintained under Section 301 of the Act.
11. As there were no instances falling within the purview of
Section 314 of the Act, the Company has not obtained any
approvals from the Board of directors, members or Central
Government.
12. The Company has not issued any duplicate share
certificates during the financial year.
13. The Company:
(i) has delivered all the certificates on lodgment thereof
for transfer/transmission in accordance with the
provisions of the Act;
(ii) has not effected any allotment of Securities during the
financial year .
(iii) has deposited the amount of dividend declared at the
Fifty Ninth Annual General Meeting held on 6th August,
2007 in a separate bank account on 10th August 2007
which is within five days from the date of declaration
of such dividend.
(iv) has Posted cheques for dividends to all the members
within a period of 30 (Thirty) days from the date of
declaration and that all unclaimed /unpaid dividend
has been transferred to unpaid dividend account of
the Company with Indian Bank on 5th September 2007.
(v) has transferred unpaid dividend for the financial year
ended 31st March, 2007 to Unpaid dividend account
and seven years has not expired for transfer of the
same to Investor Education and Protection Fund.
 (vi) has not issued any shares or debentures and has not
accepted any deposits and hence the question of
transfer of application money due for refund, matured
deposits, matured debentures and the interest accrued
thereon which have remained unclaimed or unpaid
for a period of seven years to Investor Education and
Protection Fund does not arise.
(vii) has complied with the requirements of Section 217
of the Act.
14. The Board of Directors of the Company is duly constituted.
Mr.S.Vishnumohan, Director has expressed his desire not to
seek for re-election and accordingly at the 59th Annual General
Meeting held on 6th August 2007 his re-appointment was not
considered and consequently, he ceased to be a Director of
the Company with effect from 6th August, 2007. There was no
appointment of additional directors, alternate directors or
directors to fill casual vacancy during the financial year.
15. The Company has not appointed any Managing Director /
Whole-time Director / Manager during the financial year
under review.
16. The Company has not appointed any sole selling agents
during the financial year.
17. The Company was not required to obtain any approvals of
the Central Government, Company Law Board, Regional
Director, Registrar and/ or such authorities prescribed under
various provisions of the Act during the financial year.
18. The directors have disclosed their interest in other firms/
companies to the Board of Directors pursuant to the
provisions of the Act and the rules made there under.
19. The Company has not issued any shares, debentures or
other securities during the financial year.
20. The Company has not bought back any shares during the
financial year and hence the question of complying with
the buy back provisions does not arise.
21. The Company has no preference share capital and has
not issued debentures and hence the question of
redemption of preference shares/ debentures during the
financial year under review does not arise.
22. There were no transactions necessitating the Company to
keep in abeyance the rights to dividend, rights shares and
bonus shares pending registration of transfer of shares.
23. The Company has not invited / accepted any deposits
including any unsecured loans falling within the purview of
Section 58A during the financial year.
9
24. The amount borrowed by the Company from banks and
others during the financial year is within the borrowing limits
of the company and that necessary resolution as per
Section 293(1)(d) of the Act has been passed through postal
ballot on 3rd February 2006.
25. The Company has not made any loans, investments or given
guarantees or provided securities to other bodies corporate
and consequently no entries have been made in the register
kept for the purpose.
26. The Company has not altered the provisions of the
Memorandum of Association with respect to situation of
the Company’s Registered Office from one State to another
during the financial year under scrutiny.
27. The Company has not altered the provisions of the
Memorandum of Association with respect to the objects of
the Company during the financial year under scrutiny.
28. The Company has not altered the provisions of the
Memorandum with respect to name of the company during
the year under scrutiny.
29. The Company has not altered the provisions of the
Memorandum of Association with respect to share capital
of the Company during the year under scrutiny.
30. The Company has not altered its Articles of Association
during the financial year.
31. There was no prosecution initiated against or show cause
notices received by the Company and no fines or penalties
or any other punishment was imposed on the Company
during the financial year, for offences under the Act.
32. The Company has not received any money as security from
its employees during the financial year.
33. As per the information and explanations furnished to us,
the Company has deposited both the Employer’s and
Employee’s contribution to Provident Fund with the
prescribed authorities pursuant to Section 418 of the Act.
For R. SRIDHARAN & ASSOCIATES
Company Secretaries
R. SRIDHARAN
Place : Chennai C.P.No: 3239
Date : 7th May 2008 F.C.S. 4775
COROMANDEL ENGINEERING COMPANY LIMITED

‘ANNEXURE A’
Name of the Company : COROMANDEL ENGINEERING COMPANY LIMITED
Registration No. (CIN No.) : L74210TN1947PLC000343
Authorized Capital : Rs. 4,00,00,000/-
Paid-up Capital : Rs. 1,64,73,900/-
Registers as maintained by the Company

Sl.No. Section Number Name of the Register

1. 143 Register of Charges

2. 108 Share Transfer Register

3. 150 Register of Members

4. 151 Index of Members

5. 193 Minutes of the meetings of Board of directors

6. 193 Minutes of the meetings of the Members

7. 193 Minutes of the Committee Meetings

8. 301 Register of Contracts

9. 303 Register of Directors

10. 307 Register of Directors’ Shareholding

11. 372A Register of Investments/Loans/Guarantees and Securities

12. Rule-7 Register for renewed and duplicate Share Certificates.

13. - Board Meeting Attendance Register

14. - General Meeting Attendance Register

For R. SRIDHARAN & ASSOCIATES

Company Secretaries

R.SRIDHARAN
Place : Chennai C.P.No: 3239
Date : 7th May 2008 F.C.S. 4775

10
 ‘ANNEXURE B’
Name of the Company : COROMANDEL ENGINEERING COMPANY LIMITED
Registration No. (CIN No.) : L74210TN1947PLC000343
Authorized Capital : Rs. 4,00,00,000/-
Paid-up Capital : Rs. 1,64,73,900/-

Returns / Documents / Forms filed with the Registrar of Companies, Regional Director, Central Government
or other authorities during the financial year ended 31st March, 2008.

FOR THE FINANCIAL YEAR 2007-2008 (01.04.2007 TO 31.03.2008)

REGISTRAR OF COMPANIES
Whether If delay in Remarks
Sl. Relevant Date of filed within filing whether (SRN No./
Form No. Description prescribed requisite Amount Paid/
No. Section filing
time additional fee Mode
Yes / No paid Yes / No of payment)
1. 21 141 Filing of order issued by Hon’ble CLB 21.04.2007 YES NA A13683883
for condoning delay in filing Form-8 Rs. 500/- (N)
pertaining to Modification of Charge in Credit Card
favour of Indian Bank, Chennai and A 13684212
payment of costs to Company Law Rs. 600/- (N)
Board Credit Card

2. 23AC 220 Balance Sheet, for the financial year 24.08.2007 YES NA P09458191
23ACA ended 31st March 2007. Rs. 500/- (N)
& Sch VI Challan

3. 66 383A Compliance certificate issued by Mr. R. 24.08.2007 YES NA P09450693

Sridharan, M/s. R. Sridharan & Associates, Rs. 500/-(N)
Company Secretaries, Chennai for the Challan
financial year ended 31st March, 2007

4. 8 125 Creation of charge by way of Loan Agree- 28.08.2007 NO YES A21014675

ment dated 30.06.2007 in favour of Rs. 500/- (N)
Cholamandalam DBS Finance Limited, Rs. 500/- (A)
Chennai for a sum of Rs. 1,07,24,000/- Credit Card

5. 20 B & 159 Annual return made up to 6th August, 01.09.2007 YES NA P09554296
Sch V 2007 (Date of 59th AGM) Rs. 500 (N)
Challan

6. 32 303 Retirement of Mr. S. Vishnumohan as a 01.09.2007 YES NA A21288154

Director of the Company at the 59th Rs. 500/- (N)
AGM held on 6th August, 2007. Challan

7. 8 138 Modification of charge created 29.09.2007 YES NA A23327125

originally in favour of Indian Bank, Rs. 500/- (N)
Harbour Branch, Chennai modified Credit Card
on 11.09.2007 by enhancing the
existing limits to Rs. 44.65/- crores.

11
COROMANDEL ENGINEERING COMPANY LIMITED

Whether If delay in Remarks

Sl. Relevant Date of filed within filing whether (SRN No./
Form No. Description prescribed requisite Amount Paid/
No. Section filing
time additional fee Mode
Yes / No paid Yes / No of payment)
8. 8 125 Creation of charge by way of agreement 14.12.2007 YES NA A27988732
of hypothecation of movables dated Rs. 500/- (N)
21.11.2007 in favour of Indian Bank, Credit Card
Chennai for a sum of Rs. 9,79,000/-
9. 61 192 A Application with Registrar of Companies 05.03.2008 YES NA A33216656
for passing of Special Resolution Fees not
through Postal Ballot under section applicable
192A of the Companies Act, 1956

REGIONAL DIRECTOR, CENTRAL GOVERNMENT

NIL
OTHER AUTHORITIES

• Petition under Section 141 of the Companies Act, 1956 for condonation of delay pertaining to modification of charge in favour of
Indian Bank, Harbour Branch filed before Hon’ble Company Law Board, Southern Region Bench, Chennai and Hon’ble Company
Law Board vide its order dated 20th April, 2007 condoned the delay and the time for filing the same was extended upto 15.02.2007
subject to the payment of Rs.600/-

For R. SRIDHARAN & ASSOCIATES

Company Secretaries

R.SRIDHARAN
Place : Chennai C.P.No: 3239
Date : 7th May 2008 F.C.S. 4775

12
 AUDITORS’ REPORT TO THE MEMBERS OF COROMANDEL ENGINEERING COMPANY LIMITED
We have audited the attached Balance Sheet of Coromandel
Engineering Co Ltd as at 31st March, 2008 and the Profit &
Loss Account for the year ended on that date annexed thereto
and Cash Flow Statement for the year ended on that date. These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
1. As required by the Companies (Auditor’s Report) Order,
2003, as amended by the Companies (Auditor’s
Report)(Amendment) Order, 2004 issued by the Central
Government of India in terms of subsection (4A) of
Section 227 of the Companies Act, 1956, we enclose in
the annexure a statement on the matters specified in
paragraphs 4 and 5 of the said order.
2. Further to our comments in the annexure referred to
above, we report that:
a) We have obtained all the information and
explanations, which to the best of our knowledge and
belief were necessary for the purposes of our audit;
Place : Chennai
Date : 29th May 2008
13
b) In our opinion, proper books of account as required
by law have been kept by the Company so far as
appears from our examination of those books.
c) The Balance Sheet, Profit & Loss Account and Cash
Flow Statement dealt with by this report are in
agreement with the books of account;
d) In our opinion, the Balance Sheet, Profit & Loss
Account and Cash Flow Statement dealt with by this
report comply with the Accounting Standards referred
to in subsection (3C) of Section 211 of the Companies
Act, 1956;
e) On the basis of written representations received from
the directors, as on 31st March, 2008, and taken on
record by the Board of Directors, we report that none
of the directors is disqualified as on 31st March, 2008
from being appointed as a director in terms of clause
(g) of sub-section (1) of Section 274 of the Companies
Act, 1956;
f) In our opinion and to the best of our information and
according to the explanations given to us, the said
accounts give the information required by the
Companies Act, 1956 in the manner so required and
give a true and fair view in conformity with the
accounting principles generally accepted in India;
i) In the case of the Balance Sheet, of the State of
Affairs of the Company as at 31st March, 2008;
ii) In the case of the Profit & Loss Account, of the
Profit for the year ended on that date and
iii) In the case of the Cash Flow Statement, of the cash
flow of the company for the year ended on that date.
For SUNDARAM & SRINIVASAN
Chartered Accountants
M. PADHMANABHAN
Partner
Membership No. F13291
COROMANDEL ENGINEERING COMPANY LIMITED

ANNEXURE REFERRED TO IN PARA 1 OF THE AUDITORS’ REPORT OF EVEN DATE TO THE MEMBERS OF
COROMANDEL ENGINEERING COMPANY LIMITED

(i) (a) The Company has maintained proper records
showing full particulars, including quantitative details
and situation of its fixed assets.
(b) According to the information given to us, major
portion of fixed assets have been physically verified
by the management during the year. In our opinion,
the frequency of verification of fixed assets by the
management is reasonable having regard to the size
of the Company and the nature of its assets. No
material discrepancies were noticed on such
verification.
(c) No major part of fixed assets have been disposed
off during the year.
(b) In our opinion and according to the information and
explanation given to us, there are no transactions
covered by the register maintained under section 301
and exceeding during the year Rupees five lakhs in
respect of each party.
(vi) The Company has not accepted any deposits from the
public.
(vii) The Company has a system of internal audit which, in our
opinion, is commensurate with its size and nature of
business.
(viii) The Central Government has not prescribed maintenance
of cost records by the company under Section 209 (1) (d)
of the Companies Act , 1956.

(ii) (a) The inventory have been physically verified by the
management at reasonable intervals. In our opinion,
the frequency of verification is reasonable.
(b) In our opinion and according to the information and
explanation given to us, the procedure for physical
verification of inventory followed by the management
were reasonable and adequate in relation to the size
of the Company and the nature of its business.
(c) In our opinion the Company has maintained proper
records of inventory. The discrepancies between the
physical stocks and the book stocks were not material
and have been properly dealt with in the books of
account.
(iii) According to the information and explanations given to us,
during the year the Company has not granted or taken
any loans to or from companies, firms or other parties
covered in the register maintained under Section 301 of
the Companies Act, 1956.
(ix) (a) According to the records, information and
explanations given to us, the Company is generally
regular in depositing with appropriate authorities
undisputed statutory dues in respect of provident
fund, employees’ state insurance dues, Investor
Education and Protection fund, income-tax, wealth-
tax, sales-tax, service tax, excise duty, cess and
other statutory dues applicable to it and no
undisputed amounts payable were outstanding as
on 31st March, 2008 for a period of more than six
months from the date they become payable.
(b) According to the information and explanation given
to us the following are the details of disputed Sales
Tax, Employees State Insurance dues and Excise
Duty that have not been deposited with the
concerned authorities.
NAME OF THE FORUM WHERE UNPAID
STATUTORY DISPUTE IS AMOUNT
DUTIES PENDING (Rs. in lacs)

(iv) In our opinion and according to the information and SALES TAX Karnataka Sales Tax
explanations given to us there are adequate internal control Karnataka Sales Appellate Tribunal 90-91 5.48
procedures commensurate with the size of the Company Tax
and the nature of its business with regard to purchase of ESI Principal Labour Court,
inventory, fixed assets and for sale of goods. During the Chennai 1.18
course of our audit, no major weakness in internal control EXCISE DUTY Central Excise & Service
has been noticed. Tax Appellate Tribunal 22.84
(v) (a) According to the information and explanation given (x) The company does not have any accumulated losses at
to us, we are of the opinion that the transaction that the end of the financial year and has not incurred cash
needs to be entered in the register maintained under losses during the financial year and in the immediately
Section 301 have been so entered. preceding financial year.

14
(xi) In our opinion and according to the information and
explanations given by the management, the Company has
not defaulted in repayment of dues to Banks..
(xii) According to the information and explanations given to us,
the Company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures
and other securities.
(xiii) The Company is not a chit/nidhi/mutual benefit fund/society
and hence clause xiii of the Order is not applicable.
(xiv) The Company is not dealing or trading in shares, securities,
debentures and other investments and hence clause xiv
of the order is not applicable.
(xv) According to the information and explanations given to us
the Company has not given any guarantee for loans taken
by others from bank or financial institutions.
(xvi) In our opinion and according to the information and
explanations given by the management, the term loans
were applied for the purpose for which they were obtained.
Place : Chennai
Date : 29th May 2008
15
(xvii) According to the information and explanation given to us
and on an overall examination of the Balance Sheet, in
our opinion, the Company has not used any funds raised
on short-term basis towards long-term investment.
(xviii) During the year, the Company has not made any
preferential allotment of shares to parties and companies
covered in the register maintained under Section 301 of
the Act.
(xix) The Company has not issued any debentures.
(xx) The Company has not raised any money by public issues
during the year.
(xxi) According to the information and explanations given to us
by the management and based on audit procedures
performed no fraud on or by the company has been noticed
or reported during the course of our audit.
For SUNDARAM & SRINIVASAN
Chartered Accountants
M. PADHMANABHAN
Partner
Membership No. F13291
COROMANDEL ENGINEERING COMPANY LIMITED

BALANCE SHEET AS AT 31ST MARCH 2008

31st March, 2008 31 March, 2007

Rs. Rs. Rs. Rs.
SCH.
SOURCES OF FUNDS
SHARE HOLDERS’ FUNDS
Share Capital 1 16,473,900 16,473,900
Reserves & Surplus 2 76,654,028 93,127,928 46,314,657 62,788,557
LOAN FUNDS
Secured Loan 3 229,770,801 129,346,502
Unsecured Loan 4 70,000,000 299,770,801 65,198,255 194,544,757
DEFERRED TAX LIABILITY 7 1,256,299 –
Total 394,155,028 257,333,314
APPLICATION OF FUNDS
FIXED ASSETS
Gross Block 5 82,932,251 34,355,894
Less: Depreciation 13,555,290 9,454,009
Net Block 69,376,961 24,901,885
Capital Work-in-progress 1,971,976 –
71,348,937 24,901,885
INVESTMENTS 6 120,152 112,312
DEFERRED TAX ASSET 7 – 37,254
CURRENT ASSETS, LOANS
AND ADVANCES
CURRENT ASSETS
Interest accrued 535,028 479,600
Inventories 8 68,073,300 55,103,833
Debtors 9 247,607,275 166,505,453
Cash and Bank Balances 10 13,693,730 13,819,309
LOANS AND ADVANCES 11 350,252,781 157,096,553
680,162,114 393,004,748
Less: CURRENT LIABILITIES
AND PROVISIONS
Current Liabilities 12 332,401,370 146,831,559
Provisions 13 25,074,805 13,891,326
357,476,175 160,722,885
NET CURRENT ASSETS 322,685,939 232,281,863
Total 394,155,028 257,333,314

NOTES ON ACCOUNTS 21
SIGNIFICANT ACCOUNTING POLICIES 22
As per our report of even date On behalf of the Board
For SUNDARAM & SRINIVASAN
Chartered Accountants

M. PADHMANABHAN
Partner M.A.M. ARUNACHALAM
Chennai R. VANDANA K.T. KUMAR
29th May, 2008 Secretary Directors

16
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2008
2007-08 2006-07
Rs. Rs. Rs. Rs.
SCH.
INCOME
Contract Revenue 14 665,494,700 443,328,580
Merchant Sales 14,589,165 6,910,984
Other Income 15 2,286,917 682,370,782 1,901,843 452,141,407
EXPENDITURE
(Increase)/decrease in work in progress 16 (15,357,928) 956,689
Contract expenses 17 592,129,084 395,803,785
Cost of merchant sales 14,267,146 6,829,732
Salaries & other benefits 18 15,701,507 9,697,198
Other expenses 19 12,585,055 9,148,315
Interest on borrowings 20 6,009,175 2,008,817
Depreciation 4,287,269 2,514,545
629,621,308 426,959,081
PROFIT BEFORE TAXATION 52,749,474 25,182,326
Provision for taxation
Current tax 8,170,000 4,485,000
Deferred tax 2,962,242 196,033
Fringe benefit tax 330,372 11,462,614 205,302 4,886,335
PROFIT AFTER TAX 41,286,860 20,295,991
Add : Taxation relating to earlier years – 105,070
Add : Taxation relating to earlier years
From Coramandel Holdings & Minerals
Ltd . on Amalagamation – 1,235
Less :Transfer to general reserve 16,500,000 2,100,000
Prosposed dividend 6,589,560 4,118,475
Tax on proposed dividend 1,117,260 699,935
Add : Transfer from Coramandel Holdings &
Minerals Ltd . on Amalagamation – 2,197,868
Balance brought forward 19,506,440 3,824,686
BALANCE CARRIED TO BALANCE SHEET 36,586,480 19,506,440
EARNINGS PER SHARE
Basic / diluted Rs. 25.06 12.32
(Schedule 21, note 14)
NOTES ON ACCOUNTS 21
SIGNIFICANT ACCOUNTING POLICIES 22

As per our report of even date On behalf of the Board

For SUNDARAM & SRINIVASAN
Chartered Accountants

M. PADHMANABHAN
Partner M.A.M. ARUNACHALAM
Chennai R. VANDANA K.T. KUMAR
29th May, 2008 Secretary Directors

17
COROMANDEL ENGINEERING COMPANY LIMITED

SCHEDULES TO ACCOUNTS
31st March, 2008 31st March, 2007
Rs. Rs.
SCHEDULE 1:
SHARE CAPITAL:
AUTHORISED
4,000,000 Equity shares of Rs.10/- each 40,000,000 40,000,000
ISSUED AND SUBSCRIBED
627,095 Equity shares of Rs.10/- each 6,270,950 6,270,950
144,000 Equity shares of Rs.10/- each issued
as Bonus shares by capitalisation of General Reserve 1,440,000 1,440,000
876,295 Equity shares of Rs.10/- each issued in
pursuance of Scheme of amalgamation of
Pollutech Ltd. and Coromandel Prodorite P. Ltd. with
Coromandel Engg. Co. Ltd. 8,762,950 8,762,950
16,473,900 16,473,900
SCHEDULE 2 :
RESERVES AND SURPLUS:
CAPITAL RESERVE
As per last Balance Sheet 724,230 724,230
INVESTMENT ALLOWANCE RESERVE
As per last Balance Sheet 7,770,986 7,770,986
GENERAL RESERVE 18,313,000 15,500,000
Add: Transfer from Profit & loss account 16,500,000 2,100,000
Add: Transfer on Amalgamation from Coromandel
Holdings & Minerals Ltd – 713,000
Less: Transitional Adjustment on account of Employee
Benefits as per AS - 15 (R) net of deferred tax –
(Refer Note 3 of Schedule 21 Notes on Accounts) 3,240,668
31,572,332 18,313,000
Surplus in Profit and loss account 36,586,480 19,506,440
76,654,028 46,314,657
SCHEDULE 3 :
SECURED LOANS:
(i) Term Loan
From HDFC Ltd * 47,500,000 47,500,000
From Indian Bank ** 35,394,146 7,536,400
From Sundaram Finance Ltd # 3,185,061 4,926,551
From Cholamandalam DBS Finance # 9,858,406 –
95,937,613 59,962,951
* Secured by equitable mortage of land
** Secured by Hypothecation of equipments purchased
out of the Loan, Stock, WIP, Receivables & other
Fixed Assets
# Secured by Hypothecation of specific machineries
(ii) Over Draft from Bank 133,833,188 68,784,174
(Secured by Hypothecation of Stock, WIP, Receivables &
Fixed Assets)
(iii) Others - Hire Purchase Finance – 599,377
(Secured by the Assets under Hire Purchase)
229,770,801 129,346,502
SCHEDULE 4 :
UNSECURED LOANS :
Inter-corporate Deposit 70,000,000 65,000,000
Staff Housing Loan from HDFC LTD – 198,255
70,000,000 65,198,255

18
 COROMANDEL ENGINEERING CO. LTD.

SCHEDULE 5 :
FIXED ASSETS:

GROSS BLOCK DEPRECIATION NET BLOCK

Sl. As at As at As at For the As at As at As at

No. Type of Asset 01-04-07 Additions Deletions 31.03.08 31.03.07 Deletions year 31.03.08 31.03.08 31.03.07
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

1 a) Machinery Plant
and Equipments 28,835,272 44,654,784 73,490,056 5,673,691 3,277,747 8,951,438 64,538,618 23,161,581

b) Vehicle - Others 1,197,726 2,992,121 1,050,000 3,139,847 345,885 180,058 223,334 389,161 2,750,686 851,841

19
2 Furniture & Fixture 1,122,680 170,968 1,293,648 1,090,079 186,821 1,276,900 16,748 32,601

3 Office Appliances 1,204,016 259,870 24,042 1,439,844 1,000,814 5,930 116,081 1,110,965 328,879 203,202

4 Computer 1,994,385 1,572,656 3,567,041 1,341,725 483,286 1,825,011 1,742,030 652,660

5 Library 1,815 1,815 1,815 1,815

TOTAL 34,355,894 49,650,399 1,074,042 82,932,251 9,454,009 185,988 4,287,269 13,555,290 69,376,961 24,901,885

Capital item in
progress 1,971,976 1,971,976 1,971,976 –
71,348,937 24,901,885
Previous Year 15,079,093 19,815,784 538,983 34,355,894 7,140,484 201,020 2,514,545 9,454,009 24,901,885 7,938,609
COROMANDEL ENGINEERING COMPANY LIMITED

31st March ,2008 31st March, 2007

Nos. Rs. Nos. Rs. Rs.
SCHEDULE 6:
INVESTMENT AT COST:
LONG TERM INVESTMENTS
SHARES IN COMPANIES - Trade
a QUOTED (Equity Shares of Rs.10/- each
fully paid)
S R F Ltd 440 22,950 200 12,150
Add : Transfer on Amalgamation 240 10,800
440 22,950
S R F Polymers Ltd 48 – 24
Add : Transfer on Amalgamation 24
48 –
Transfer on Amalgamation
Cholamandalam DBS Finance Ltd. 206 14,823 150 6,983
Cholamandalam DBS Finance Ltd. -
Detachable Share warrants 56 –
Consolidated Foundations India Ltd 120 4,082 120 4,082
Hindustan Constn.Co.Ltd 200 1,230 200 1,230
Navabharat Ferro Alloys Ltd 1,000 18,600 1000 18,600
Rock Cabco Ltd 100 1,950 100 1,950
Skanska Cementation India Ltd. 100 5,364 100 5,364
V M Jog Constructions Ltd 400 5,256 400 5,256
Vajra Granties Ltd 100 1,000 100 1,000
Larsen & Toubro Ltd* 435 37,619 435 37,619
Ultra tech Cement Limited * 348 – 348 –
*(Pursuant to the scheme of arrangement,
against 870 shares held in L&T, alloted
new shares of Rs. 2/- each fully paid in L&T
in the ratio of 1:2 and shares of Rs. 10/-
each fully paid in the ratio of 2:5 in
UltraTech Cement.)
b. UNQUOTED
Investment of Subsidiary company 3,100,000
LESS : Transfer on Amalgamation 3,100,000 –
Transfer on Amalgamation
Charmvell Electronics Ltd-Rs.100/-
per share 500 – 500 50,000
Less: Provision for diminution in
value of investments 50,000 —
DEBENTURE QUOTED
Hindustan Dorr Oliver Ltd 50 7,278 50 7,278
TOTAL 120,152 112,312
Market Value - Quoted Investments 1,808,702 1,184,347
Addition during the year Chola DBS Finance Ltd.-
Right Shares with 1 detachable share warrant for
each share alloted on Right Basis 56 7,840

20
 31st March, 2008 31st March, 2007
Rs. Rs.
SCHEDULE 7:
DEFERRED TAX ASSET:
Opening Deferred Tax Asset / (Liability) 37,254 233,287
Transitional Adjustment
- Incentive 1,177,146 –
- Leave Encashment 70,046 –
- P.F. Trust Liability 421,497 –
1,705,943 233,287
Timing difference reversal on account of :
- Depreciation (259,661)
- Incentive (1,177,146) –
- P.F. Trust Liability (2,876) –
Timing Difference:
- Depreciation (1,860,737) –
- Leave encashment 78,517 63,628
(1,256,299) 37,254

SCHEDULE 8:
INVENTORIES:
(At lower of cost or net realisable value as certified by
the Management)
(i) Materials at Sites & Land 50,141,696 52,530,157
(ii) Work in Progress 17,931,604 2,573,676
68,073,300 55,103,833

SCHEDULE 9:
SUNDRY DEBTORS:
UNSECURED CONSIDERED GOOD
Outstanding For:
Over Six Months 40,253,614 44,130,360
Others 207,353,661 122,375,093
247,607,275 166,505,453

SCHEDULE 10:
CASH AND BANK BALANCES:
Cash on hand 336,978 73,876
With Scheduled Banks:
1. In Current Accounts 2,326,953 2,712,025
2. In Guarantee Margin Deposit 11,029,799 11,033,408

13,693,730 13,819,309

21
COROMANDEL ENGINEERING COMPANY LIMITED

31st March, 2008 31st March, 2007

Rs. Rs.
SCHEDULE 11:
LOANS AND ADVANCES:
Advances - (Unsecured - Considered good)
Advances recoverable in cash or
kind or for value to be received 143,046,426 63,996,114
Unbilled Contract in progress 177,308,469 74,506,960
Tender & Security deposits 2,811,315 1,676,315
Tax deducted at Source & Adv.Tax 27,086,571 16,917,164
350,252,781 157,096,553

SCHEDULE 12:
CURRENT LIABILITIES:
Sundry Creditors 59,255,993 43,807,110
Adv. for Contracts/Jobs/Customers 214,148,862 88,132,766
Unclaimed Dividend * 91,469 –
Other Liabilities 58,905,046 14,891,683
332,401,370 146,831,559
* To be transferred to Investor Education Protection fund - Nil

SCHEDULE 13:
PROVISIONS:
Provision for Taxation 17,367,985 9,072,916
Proposed Dividend 6,589,560 4,118,475
Tax on Proposed Dividend 1,117,260 699,935
25,074,805 13,891,326

2007-08 2006-07
Rs. Rs.
SCHEDULE 14:
CONTRACT REVENUE :
Proceeds on Contract 547,311,797 372,001,494
Unbilled contract revenue 118,182,903 71,327,086
665,494,700 443,328,580
SCHEDULE 15:
OTHER INCOME:
I. Interest Receipts on:
(a) Loans to Staff 309 926
(b) Deposits with Banks & Others 980,204 1,083,555
ii. Dividends - Others 23,832 35,283
iii. Miscellaneous Receipts (includes
Scrap sales Rs.1,185,369/- (PY Rs.228,153/-) 1,281,348 782,079
iv. Profit on sale of assets 1,224 –
2,286,917 1,901,843

22
 2007-08 2006-07
Rs. Rs.

SCHEDULE 16:
(INCREASE) / DECREASE IN WORK IN PROGRESS
Opening Work in Progress 2,573,676 3,530,365
Closing Work in Progress 17,931,604 2,573,676
(15,357,928) 956,689

SCHEDULE 17:
CONTRACT EXPENSES:
Material and Stores Consumed 260,565,719 168,699,156
Power, Oil, Water & Electricity 5,636,072 3,336,616
Salaries, Wages & Allowances 33,471,973 18,502,427
Staff Welfare Expenses 1,361,093 1,131,072
Sub-Contracts Labour and Watch and Ward 228,018,673 156,091,412
Insurance (including workmen’s Compensation) 3,029,676 2,211,629
Plant Hire & Testing Charges 12,806,081 14,139,529
Transport charges & Vehicle running expenses 7,454,375 9,722,613
Travelling and Conveyance 3,190,605 3,008,069
R&M Plant & Machinery 466,114 1,071,785
Rent, Rates & Taxes 4,301,336 3,196,158
Technical & Professional Charges 1,386,747 1,147,164
Postage, Telegram & Telephone 598,384 466,177
Printing & Stationary 306,781 285,281
Advertisement 1,383,773 470,898
Bank Charges & Guarantee Commission 1,250,712 1,225,522
Commitment Charges 804,821 271,470
Finance Charges for Contracts 25,785,508 10,668,515
Miscellaneous Expenses 310,641 158,292
592,129,084 395,803,785

SCHEDULE 18:
SALARIES & OTHER BENEFITS
Staff salaries & Allowances 8,702,653 5,947,880
Contribution to Provident and other funds 4,323,492 2,171,436
Staff Welfare expenses 2,675,362 1,577,882
15,701,507 9,697,198

23
COROMANDEL ENGINEERING COMPANY LIMITED

2007-08 2006-07
Rs. Rs.
SCHEDULE 19:
OTHER EXPENSES
Rent 2,086,918 968,636
Rates and Taxes 390,229 593,702
Printing and Stationery 660,012 458,142
Tender forms 173,742 62,974
Postage, Telegrams and Telephones 524,898 435,767
Electricity Charges 825,085 404,492
Directors’ Sitting fees 48,000 51,000
Travelling and Conveyance 1,005,194 710,497
Advertisement Expenses 415,754 659,394
Bank Charges 377,521 570,858
Legal Expenses and Prof. Charges 1,724,558 1,352,271
Auditors Remuneration 280,901 306,420
Insurance 1,557,153 854,063
Donations/Contributions 101,000 50,000
Subscription and Periodicals 16,305 15,759
Staff Training Expenses 17,955 38,945
Repairs & Maintenance of Office Building 330,193 262,927
Repairs & Maintenance of Office Appliances / Others 616,531 404,859
Bad Debts writtenoff – 676,689
Loss on sale of fixed assets 419,463 232,120
Miscellaneous Expenses – 2,700
Commitment and processing fees 1,013,643 36,100
12,585,055 9,148,315

SCHEDULE 20:
INTEREST ON BORROWINGS & FINANCE COSTS
(a) Interest on:
Over Draft from Bank 2,400,623 1,349,599
Term Loan :
From Banks 2,254,096 361,962
From others 1,301,089 202,025
(b) Hire Purchase Finance Charges 53,367 95,231
6,009,175 2,008,817

24
 31st March, 2008 31st March, 2007
Rs. Rs.
SCHEDULE 21:
NOTES ON ACCOUNTS:

1. Previous year’s figures have been regrouped/

reclassified to conform to the current year

2.1 Estimated amount of Contracts

remaining to be executed on
Capital Account not provided for 2,257,281 –
2.2 Other monies for which the
company is contingently liable:
(i) Guarantees issued by Company’s
Bankers for which the Company has
given counter guarantees. 28,999,541 32,760,684
(Net of guarantees for
Rs.4,159,209/- for which liabilities
existing in the books of accounts.)
(ii) Estimated liability on account
of certain taxes and duties not provided
A) Sales Tax
Karnataka Sales Tax Asst.Year 1990-91
after adjusting deposit of Rs.112,000/- 548,284 548,284
B) Employees State Insurance
Demand disputed (Net of Rs.120,170/-
deposited included in Advances
recoverable under Loans and Advances) 118,600 118,600
C) Income Tax
For Assessment year 2005-06 appeal is pending on
various matters before CIT (Appeals) 189,549 –
D) Excise Duty
Demand under dispute decided in favour of the
Company pending before CESTAT based on
Department appeal (Net of Rs.9,53,856/- deposited
with Central Excise Authority included under Loans & Advances) 2,283,985 –
3. Pursuant to Accounting Standard-15 (Revised) on
Employee Benefits, the Company has reassessed the liability
as on 01.04.2007 on various benefits. Additional liability
arising thereon amounting to Rs.32.41 Lakhs ( net of defferred
tax Rs.16.69 Lakhs) has been adjusted against General
Reserve in accordance with the transitional provisions in the
Accounting Standard. Further , as result of this change ,
charge to the Profit & Loss Account for the year is higher and
consequently profit for the year is lower by Rs.13.87 Lakhs.

25
COROMANDEL ENGINEERING COMPANY LIMITED

SCHEDULE 21:
NOTES ON ACCOUNTS (Contd.):
Other disclosures, as required under AS-15(Revised)
on Employee Benefits:
Provident Fund Leave Encashment Gratuity
i) Present value of projected benefit obligations as
at 1.4.2007 20,945,841 1,231,000 2,122,053
ii) Service Cost 4,469,165 255,202 246,424
iii) Interest Cost 1,656,981 97,000 151,372
iv) Actuarial Gains/(Losses) (91,129) (93,000) 364,854
v) Past Service Cost –
vi) Benefits paid (978,583) (28,202) (207,519)
vii) Present value of projected benefit obligations
as at 31.3.2008 26,002,275 1,462,000 2,677,184
viii) Fair value of Plan assets as at 31.3.2008 24,770,672 – 2,278,984
ix) Liability recognised in the Balance Sheet 1,231,603 1,462,000 398,200
x) Amount charged to Profit & Loss Account 4,349,205 259,202 398,200
xi) Actuarial assumptions:
a) Discount rate 7.75% 8.00% 8.00%
b) Expected rate of salary increase – 6.00% 6.00%
c) Expected rate of return on Plan Assets 8.20% 0.00% 8.00%
xii) Percentage of each category of Plan Assets to
Total Fair value of Plan Assets as at 31.3.2008:
a) Govt. of India Securities 21.11% – –
b) State Govt.Securities 19.83% – –
c) Special Deposit Scheme, 1975 19.28% – –
d) Others 39.78% – –
e) Administered by LIC – – 100.00%

4. Tender & Security Deposit in Schedule 11 include:(*)

i) Fixed Deposit with a scheduled Bank 1,000 1,000
ii) KissanVikas Patra 19,000 19,000
iii) 6 Year N S C VIII issue 108,200 65,700
(*) Held by Commercial Tax & Other Authorities as
Security Deposit
31st March, 2008 31st March, 2007
Rs Rs

5. (a) Salary and allowances include:

Retirement benefits paid on account
of Leave encashment 28,202 73,310
(b) Sundry Creditors include:
(i) Total outstanding dues of
Small Scale Industrial undertakings 25,777 26,775
(ii) Names of Small Scale Industrial
Undertakings to whom the amounts is due :
Tesla Magnetics Pvt. Ltd.
(c) The Company has not received any intimation from
suppliers regarding their status under the Micro Small
and Medium Enterprises Development Act, 2006 and
hence, disclosures, if any, relating to amounts unpaid
as at March 31, 2008 together with interest paid/payable
as required under the said Act have not been given.

26
 31st March, 2008 31st March, 2007
Rs. Rs.
SCHEDULE 21:
NOTES ON ACCOUNTS (Contd.):
6. Income tax deducted at source on:
Interest receipts 199,753 113,573
7. Auditor’s Remuneration (included
in Schedule No.19)
(a) Statutory Audit Fees 110,000 100,000
(b) Tax Audit Fees 40,000 25,000
(c) Out of Pocket expenses 40,000 25,000
(d) Taxation matters – 85,000
(e) Other Services 60,000 50,000
(f) Service tax 30,901 21,420
8. Turnover:
a. Contract Revenue 665,494,700 443,328,580
(Includes retention) 36,578,746 26,475,247
b. Scrap & Sundry Sales 1,185,369 228,153
c. Merchant Sales 14,589,165 6,910,984

9. Construction activity is covered under para 3 ii (C)

of part II of Schedule VI of Companies Act Gross
income of construction activities (Contract Revenue
as per Schudle No. 14 )
10. A) AS-7 disclosure for Contracts in Progress:
a) Contract revenue recognised 649,803,696 380,736,442
b) Contract costs incurred and recognised profits 612,359,657 354,573,048
c) Advances received 214,148,861 17,474,235
d) Retention 31,994,437 22,214,717
e) Due from customers 177,308,469 77,080,636
11. Managerial Remuneration:-
Directors Sitting Fees 48,000 51,000
12. Quantitative details
Trading Items Qty Qty
Cement - Purchase (MT) 3376 14,109,990 2025 6,829,732
Turnover (MT) 3376 14,389,165 2025 6,910,984
Concreter Mixture Machine - Purchase (Nos) 2 157,156 – –
- Turnover (Nos) 2 200,000 – –
13. Assets acquired under Hire purchase (Cars)
a) Net carrying amount (WDV) – 912,165
b) Total lease payments – 637,965
Less : Future interest liability – 38,588
Present value of lease payments – –
Installment due – 599,377
- not later than 1 year – 388,320
- later than 1 year – 249,645

27
COROMANDEL ENGINEERING COMPANY LIMITED

31st March, 2008 31st March, 2007

Rs. Rs.
SCHEDULE 21:
NOTES ON ACCOUNTS (Contd.):
14. Basic /Diluted earnings per share:
- Profit attributable to the Equity
shareholders (Rs.) 41,286,860 20,295,991
- No. of Equity shares outstanding
during the year 1,647,390 1,647,390
- Nominal value of equity shares (Rs.) 10 10
- Basic / Diluted Earnings per share (Rs.) 25.06 12.32
15. Deferred tax asset on account of Unabsorbed
Capital Loss on sale of investments / provision for
diminution in value of investments not recognised
in the accounts on the basis of prudence in accordance
with Accounting Standard 22 - Accounting for taxes on Income 1,799,274 1,799,274
16. The company is engaged in Construction activity and
as there is no other activity, separate segmental reporting
as per Accounting Standard 17 is not applicable
17. Earnings in Foreign exchange :
Collection from allottees of flats – 1,044,000
18. Related Party Transactions :
Mr. G. Viswanath Kumar Sr. Vice President – Key Management
Personnal
Remuneration to Key Management Personnel 2,765,209 1,620,827

28
SCHEDULE 22: of time to get ready for intended use are treated as part of the
SIGNIFICANT ACCOUNTING POLICIES: cost of such assets. All other borrowing costs are charged to
1. Basis of Accounting revenue.
The Income and Expenditure are accounted on accrual basis. 8. Employee Benefits
All Assets and Liabilities of the company are recorded at a. Provident Fund
historical cost. These costs are not adjusted to reflect the Contributions are made to the Company’s Employees
changing value in the purchasing power of the money. Provident Fund Trust in accordance with the fund rules.
2. Revenue Recognition The interest rate payable by the trust to the beneficiaries
i) Revenue in respect of construction contracts is recognised every year is being notified by the Government. The
on percentage of completion method. Percentage of Company has an obligation to make good the shortfall, if
completion is arrived at as the proportion of contract costs any, between the return from the investments of the trust
incurred (including directly attributable borrowing costs) and the notified interest rate and also any deficiency in
up to the balance sheet date to the estimated total contract the fair value of plan assets and fund accumulations.
costs. Liabilities on these is accounted based on actuarial
ii) Dividend from investments is accounted when received. valuation as at the Balance Sheet date.
3. Contract Revenue / Sales The Company also contributes to a government
i) Revenue in respect of billed and unbilled contracts/ administered pension fund on behalf of its employees.
property development in progress includes recognised b. Leave Encashment
profits based on percentage of completion and retention Liability due to leave encashment benefit is accounted
on bills. Provision for expected losses is made irrespective based on actuarial valuation.
of percentage of completion. c. Gratuity
ii) Bill raised for value of work done in respect of completed The Company makes annual contribution to a Gratuity
and ongoing contracts including retention on bill is Fund administered by trustees and managed by LIC.
disclosed as proceeds on contracts. Liability for future gratuity benefits is accounted based on
iii) Sale of goods and services are recognised when the actuarial valuation, as at the Balance Sheet date,
Sign goods are delivered or services rendered. determined every year by LIC using the Projected Unit
iv) Sales are recorded net of trade discounts / rebates Credit method.
exclusive of sales tax. d. Superannuation
4. Fixed Assets Fixed contributions to the Superannuation Fund
i) Fixed Assets are carried at cost less accumulated administered by trustees and managed by LIC, are
depreciation. charged to the Profit and Loss Account. The Company
ii) Depreciation on Fixed Assets is provided on Straight Line has no liability for future Superannuation Fund benefits
Method as per Schedule XIV of the Companies Act, 1956. other than its annual contrubution and recognizes such
iii) Depreciation on impaired assets is provided by adjusting contributions as an expense in the year incurred.
the depreciation charge in the remaining periods so as to e. Short term employee benefit
allocate the assets’s revised carrying amount over its Short term employee benefits are recognized as an
remaining useful life. expense as per the Company’s scheme based on
5. Investments expected obligation on undiscounted basis.
All Investments are valued at cost. Diminution in the value of 9. Taxation
investments other than temporary in nature is provided for. Provision is made for income tax based on liability estimated
6. Inventories to arise, in accordance with the Income Tax Act, 1961.
i) Materials at Site are valued at cost on FIFO method. Deferred tax resulting from timing difference between book
ii) Work-in Progress in respect of contracts and property and tax profits are accounted for at the current rate of tax.
development till attaining a reasonable progress level is 10. Provisions & Contingent Liabilities
valued at cost. Provision are recognized for known liabilities that can be
7. Borrowing Costs measured where the company has a present obligation as a
Borrowing costs that are attributable to the acquisition or result of past event. Contingent liabilities are disclosed by
construction of assets that necessarily takes substantial period way of note.
Signature to Schedules 1 to 22
As per our report of even date On behalf of the Board
For SUNDARAM & SRINIVASAN
Chartered Accountants
M. PADHMANABHAN
Partner M.A.M. ARUNACHALAM
Chennai R. VANDANA K.T. KUMAR
29th May, 2008 Secretary Directors

29
COROMANDEL ENGINEERING COMPANY LIMITED

PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

1. Registration Details:
Registration Number 1 8 - 0 0 0 3 4 3
Balance Sheet Date 3 1 0 3 0 8 State Code 1 8
Date Month Year
2. Capital raised during the year (Amount in Rs.)
Public Issue N I L Rights Issue N I L
Bonus Issue N I L Private Placement N I L

3. Position of Mobilisation and Deployment of Funds (Amount in Rs.)

Total Liabilities 7 5 1 6 3 1 2 0 3 Total Assets 7 5 1 6 3 1 2 0 3

SOURCES OF FUNDS
Paid-up Capital 1 6 4 7 3 9 0 0 Reserves & Surplus 7 6 6 5 4 0 2 8
Secured Loans 2 2 9 7 7 0 8 0 1 Unsecured Loans 7 0 0 0 0 0 0 0
Deferred Tax Liability 1 2 5 6 2 9 9

APPLICATION OF FUNDS
Net Fixed Assets 7 1 3 4 8 9 3 7 Investments 1 2 0 1 5 2
Net Current Assets 3 2 2 6 8 5 9 3 9

4. Performance of Company (Amount in Rs. )

Turnover 6 8 0 0 8 3 8 6 5 Total Expenditure 6 4 4 9 7 9 2 3 6
Other Income 2 2 8 6 9 1 7 Increase in work in (1 5 3 5 7 9 2 8)
progress
Profit/(Loss) before tax 5 2 7 4 9 4 7 4
Current Tax 8 1 7 0 0 0 0
Deferred Tax 2 9 6 2 2 4 2 Profit/(Loss) after tax 4 1 2 8 6 8 6 0
Fringe Benefit Tax 3 3 0 3 7 2
Earnings per Share 2 5 . 0 6 Dividend Rate % 4 0
5. Generic Names of Three Principal Products/Services of Company
Item Code No. N I L
Product Description N I L

As per our report of even date On behalf of the Board

For SUNDARAM & SRINIVASAN
Chartered Accountants

M. PADHMANABHAN
Partner M.A.M. ARUNACHALAM
Chennai R. VANDANA K.T. KUMAR
29th May, 2008 Secretary Directors

30
 CASH FLOW STATEMENT
PURSUANT TO CLAUSE 31 OF THE LISTING AGREEMENT(S) (as amended)

31st March, 2008 31st March, 2007

Rs. Rs. Rs. Rs.
CASH FLOW FROM OPERATING ACTIVITIES :
Net Profit before tax as per P&L a/c 52,749,474 25,182,326
Adjustment for :
Depreciation 4,287,269 2,514,545
Interest Charges 31,794,683 12,865,830
Interest Income (980,513 ) (1,413,604)
Dividend Income (23,832) (35,283)
(Profit) / Loss on sale of Assets (Net) 418,239 35,495,846 232,120 14,163,608
Operating Profit before working capital changes 88,245,320 39,345,934
Adjustments for :
Trade and Other Receivables (264,106,818) (166,628,910)
Inventories (12,969,467) (42,304,994)
Trade Payables 180,417,897 (96,658,388) 68,132,148 (140,801,756)
Cash Generated from Operations (8,413,068) (101,455,822)
Direct Taxes Paid (10,169,407) (5,249,690)
Dividend Paid (4,818,410) (1,878,354)
Net Cash from Operating Activities (23,400,885) (108,583,866)
CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of Fixed Assets (51,622,375) (19,815,784)
Sale of Fixed Assets 469,815 105,843
Purchase of investments (7,840) 2,999,838
Dividend Received 23,832 35,283
Net Cash used in Investing Activities (51,136,568) (16,674,820)
CASH FLOW FROM FINANCING ACTIVITIES :
General Reserve of transferor company on
Amalgamation – 713,000
Surplus in P&L Account of transferor company
on Amalgamation – 2,304,173
Loans Net of Repayment 105,226,044 136,908,546
Interest and finance charges (31,794,683) (12,865,830)
Interest income 980,513 1,448,753
Net Cash used in Financing Activities 74,411,874 128,508,642
Net increase/(Decrease) in Cash and Cash Equivalents (125,579) 3,249,956
Cash and Cash Equivalents
(Opening Balance) as at 01.04.07 13,819,309 10,569,353
Cash and Cash Equivalents as on 31.03.2008 13,693,730 13,819,309

As per our report of even date On behalf of the Board

For SUNDARAM & SRINIVASAN
Chartered Accountants

M. PADHMANABHAN
Partner M.A.M. ARUNACHALAM
Chennai R. VANDANA K.T. KUMAR
29th May, 2008 Secretary Directors

31