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8/6/2019 ABB India Annual Report 2007
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Energy efficiency for a connected world
ABB Limited - Annual Report 2007India
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Contents
1 Board of Directors and Other Information
2 5 Year Highlights
4 Corporate Management Committee
5 Welcome to ABB
11 Notice to Members
16 Directors’ Report
31 Management’s Discussion and Analysis
36 CEO/CFO Certification
37 Auditors’ Report
40 Balance Sheet, Profit & Loss Account and Schedules
51 Notes to Accounts
66 Cash Flow Statement
68 Balance Sheet Abstract and Company’s General Business Profile
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ABB Limited
Board of Directors
Ravi Uppal, Chairman (w.e.f. 26.07.2007)
Biplab Majumder, Managing Director (w.e.f. 26.07.2007)K. Rajagopal, Whole-time Director (w.e.f. 19.02.2008)
Nasser Munjee
N. S. Raghavan
D. E. Udwadia
A. K. Dasgupta (w.e.f. 26.04.2007)
Bernhard Jucker
Peter Leupp (w.e.f. 26.07.2007)
Veli-Matti Reinikkala (w.e.f. 26.07.2007)Dinesh Paliwal (upto 25.05.2007)
Tom Eric Sjoekvist (upto 05.07.2007)
Company Secretary
B. Gururaj
Corporate Management Committee
Biplab Majumder
I. K. Sadhu
K. Rajagopal
Ramesh Shankar
Shyam Karmarkar
Pankaj Sachdeva
Madhav M. Digraskar
N. Ravi
Prakash Nayak
Prakash Kanagalekar
S. Karun
Ranjan De
Bankers
ICICI Bank Limited
Auditors
S. R. Batliboi & Co.
Chartered Accountants
Registered Office
2nd Floor, East Wing
Khanija Bhavan
49, Race Course Road
Bangalore - 560 001
Registrar & Share Transfer Agent
Karvy Computershare Private Limited
No. 51/2, T.K.N. Complex
Opp. National College
Basavanagudi
Bangalore - 560 004
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5 Year Highlights
Description 2007 2006 2005
Sources of Funds
Share Capital 423.8 423.8 423.8
Reserves 15,694.2 11,386.5 8,466.7
Net Worth 16,118.0 11,810.3 8,890.5
Borrowings 5.6 15.5 27.3
Funds Employed 16,123.6 11,825.8 8,917.8
Income and Profits
Sales & Other Income 60,013.6 43,477.0 30,141.4
Operating Profit Before Interest and Depreciation 7,632.7 5,504.0 3,692.6
Profit Before Tax 7,564.6 5,232.1 3,394.8
Tax 2,647.9 1,829.0 1,208.0
Profit After Tax 4,916.7 3,403.1 2,186.8
Dividend / Dividend Tax 558.0 483.3 389.4
Retained Earnings 4,358.7 2,919.8 1,797.4
Other Data
Gross Fixed Assets 6,627.1 5,190.0 4,324.4
Debt Equity Ratio 0.00:1 0.01:1 0.01:1
Net Worth Per Equity Share - Rs 76.1 55.7 42.0
Earnings Per Equity Share - Rs 23.2 16.1 10.3
Dividend Per Equity Share - Rs 2.2 2.0 1.6
Profit After Taxes as % to Average Net Worth 35.2 32.9 27.4
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5 Year Highlights
0
15000
30000
45000
60000
75000
20072006200520042003
Revenues
Rs. in Millions
15,031
23,056
30,141
43,477
60,014
0
1500
3000
4500
6000
20020042003
Profit After Tax
1008.9
1505.2
2186
45
60
Return on Capital Employed (%)
36.3
43.2
50.5
54.6
Employees & Productivity
6,704
7,4397500
10000
12500
Revenue per employee (Rs. in Tho
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Corporate Management Committee
Left to right (Front row) - Shyam Karmarkar, Head - Marketing & Sales, Prakash Kanagalekar, Head -
Operational Excellence, K Rajagopal, Chief Financial Officer, Biplab Majumder, Country Manager & Head -
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Welcome to the world of ABB
ABB is one of the world’s leading power and
automation engineering companies. We provide
solutions for energy-efficient generation, transmission
and distribution of electricity, and for increasing
productivity in industrial, commercial and utility
operations.
Our portfolio ranges from light switches to robots forpainting cars or packing food, and from huge electrical
transformers to control systems that manage entire
power networks and factories.
We help our customers meet their challenges with
minimum environmental impact delivering Power and
Productivity for a better world.
Technology & Innovation
ABB’s leading position in power and automation
technologies results from strengths such as quality,
commitment to customers and above all, successful
innovation in our R&D activities. Our approach to
technology is based on our key aims of enhancing
electrical power reliability, industrial productivity and
globally on research and development (including
order-related) in 2007, and more than half of ou
efforts were aimed at improving energy efficienc
Our strategy for the future is to focus on develop
products and services that use energy more eff
and maximize returns on capital investments. W
continue to invest in existing technologies to enstheir reliability for years to come, while developin
new technologies to meet future needs for powe
automation systems.
ABB and energy efficiency
Did you know that as much as 80 percent of av
energy is lost in the process of making and distr
electricity, and in its inefficient consumption? Th
means just one-fifth of the energy we have becothe power we need.
As the global leader in power transmission and
distribution technology and one of the world’s le
automation companies, ABB has found ways to
optimize energy use at every step.
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ABB in India
ABB has over 5,500 employees and 14 manufacturing
facilities across India. We serve customers through
an extensive countrywide presence of around 30
marketing offices, 8 service centers, 3 logistics
warehouses and a network of over 775 channel
partners. The ABB Group is increasingly leveraging
the Indian operations for projects, products, services,
engineering and R&D. Also, as part of ABB’s new
regional approach, India has been designated as the
hub for the South Asia region.
ABB India continues to bring value to customers
through leading-edge technologies, domain expertise
and project execution abilities. The products focus
continues in the form of range expansion and market
penetration.
To meet growing demand, capacity and range
expansion is underway across businesses and
locations. Several new products and technologies
were introduced in the Indian market during 2007. In
addition to enhancing the capacity of existing plants,
many new manufacturing units are being set up
Strong macro economic fundamentals, integration
with the world economy, industrial growth and the
significant work that still remains to be done with
reference to the power sector, continue to offer brig
prospects for power and automation technologies.
ABB is well positioned to leverage these market
opportunities based on its intrinsic technology
strengths, market presence, track record, extensive
manufacturing base and skill competence.
• ~ 5500 Employees
• ~ 775 Channel
Partners
FARIDABAD
DELHI
VADODARA
NASHIK
MUMBAI
KOLKATA
Corporate Offic
Registered Offi
HALOL
HARIDWAR
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Grid Reliability
Power Systems
Our Power Systems division is a market leader in
the engineering of grid systems, power generation
systems, network management solutions and
substations. Power Systems deliverables include
network management, utility communication,
transmission and distribution substations, Flexible Alternating Current Transmission Systems (FACTS),
High-Voltage Direct Current (HVDC) systems and
automation and electrical solutions for power plants.
This division also offers automation, control and
protection systems and related services for power
transmission and distribution networks, power plants
and water pumping stations. Our FACTS and HVDC
businesses offer technologically advanced solutions
designed to increase transmission capacity andstability in power networks. ABB also delivers end-
to-end solutions for urban and rural electrification
projects. The Power Systems customer base
includes central, state and private power utilities as
well as industry clients.
Power Products
Our Power Products division is a leading supp
power transmission and distribution products a
services, serving electric, gas and water utilitie
well as industrial and commercial customers, w
a broad range of products and services across
power value chain. ABB’s offering includes a brange of indoor and outdoor circuit breakers, a
and gas insulated switchgear, including hybrid
switchgear, instrument transformers, disconne
high and low voltage capacitors, reactive powe
compensators, power and distribution transfor
and a range of distribution products including
Compact Secondary Substations (CSS) and R
Main Units (RMUs). ABB also provides a full ra
of lifecycle services from spare parts and equiprepair to training, migration, remote monitoring
technical support.
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Industrial Productivity
Process Automation
Our Process Automation division’s products, systems
and services give our customers complete automation
and optimization solutions and this includes
industry-specific solutions for plant automation and
electrification, energy management, process and
asset optimization, analytical measurement andtelecommunication. Major industries served include
oil and gas, metals and minerals, pulp and paper,
chemicals and pharmaceuticals. For product life
cycle support, we offer field services, spare parts,
remote monitoring, training and upgrades. For asset
optimization we offer services for engineering, design,
consulting, compliance, validation, benchmarking,
plant performance improvement, safety and
hazardous operation analysis and reliability analysis.Using our full service program we also offer plant-
wide, performance-based maintenance contracts,
which provide customers an opportunity to outsource
their plant maintenance. The Process Automation
division also delivers specialized solutions for turbo
charging as well as propulsion and electrification
rail components, enclosures, line protection devices
wiring accessories, instrumentation, drives, motors,
generators and power electronics systems. All thes
products help customers to improve productivity,
save energy and ensure safety. The majority of thes
products are used for industrial applications, but als
in buildings, utilities and rail transportation. Channelpartners such as distributors, wholesalers, machine
builders, system integrators and electrical panel
builders form an important customer segment with
direct OEM sales comprising the rest.
Robotics
Our Robotics division offers robots, services and
modular manufacturing solutions for use in assemb
finishing and machine tending. Key markets include
the automotive and manufacturing industries, in
addition to applications in foundry, packaging and
material handling. The division develops standardize
manufacturing cells for machine tending, welding,
cutting, painting and finishing and provides packag
systems to automobile manufacturers for press
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Sustainability
ABB follows a ‘triple bottom line’ approach aimed at
achieving a balance in the economic, environmental
and social impact of the company’s business to benefit
all our stakeholders.
The company has a dedicated Sustainability team, with
location-based representatives, headed by a Country
Sustainability Controller. The ABB India Foundation, aregistered charitable Trust ensures dedicated focus,
independence, regular monitoring and continuity of
social initiatives in a planned manner.
ABB in India has put in place a focused sustainability
programme with clearly defined pillars.
Education
The education pillar focuses on primary education for
economically and socially underprivileged children, by
supporting schools in the proximity of the company’s
major manufacturing locations. At the same time it also
focuses on building academia partnerships with higher
education technical universities.
As part of its primary education initiative, ABB now
Gandhi Nagar School in Bangalore. New classro
and benches, revamped facades, improved ligh
drinking water, toilet facilities and provision for p
areas have been undertaken at these schools.
The existing schools namely Nellagadaranahalli
Government (NGH) School in Peenya, Goverdha
School at Nashik and Makarpura School at Vado
saw continued support in the form of infrastructu
enhancement, provision of benches, value educat
programmes for teachers and students, educationa
painting competitions and medical camps.
On the high level education engagement, ABB in
strives to foster industry-academia relationships a
works with several renowned academic institutio
such as the RV College of Engineering, Bangalor
University, Vadodara and Indian Institute of Techn- Delhi. Besides facilitating research and develop
these relationships also encourage student interf
especially in fields related to power and automat
technologies. Scholarships, provision of lab facil
visits and placements are some of the initiatives t
d thi
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working with physically and visually impaired at Prerana
in Bangalore and the mentally challenged in Prabodhini
in Nashik. The latest project added as part of this
initiative was ‘Seva Tirth’ in Vadodara. Besides the
obvious benefit of providing an honourable means of
livelihood for these differently abled people, the project
is also playing a vital role in their rehabilitation.
Access to Electricity
Access to Electricity is a global ABB programme aimed
at providing access to electricity and bringing light tothose in darkness, especially in areas not connected by
the grid. ABB India’s ‘access to electricity’ programme
has already brought light to around 900 households
and 6,500 people in the interior desert areas of
Rajasthan. Scattered dwellings across five hamlets,
have been equipped with solar panel units that help
bring light to their homes.
Besides resulting in an increase of productive hours,thereby boosting earnings and protecting traditional
trades, the simple village folk are now adopting new
livelihoods by training and maintaining the units.
Moreover, the women can cook at leisure now and the
children can study longer.
Special Projects
With special projects, ABB springs into action when
there is a ‘need for help’ from communities affected by
natural disasters, calamities or epidemics. ABB was
actively involved at the time of the Gujarat earthquake
and the more recent tsunami.
Welfare / Awareness
ABB India strongly focuses upon the welfare of its
employees and providing them a conducive work
environment. Towards this effort, the company has
appointed a dedicated Country Occupational Health
and Welfare Officer. Several training & awareness
programmes, welfare workshops and health checks are
also conducted on a regular basis for the employees
and the neighbouring communities.
Environment
ABB India’s commitment to the environment extends
by extending support to programmes such as tree
plantation, maintaining traffic islands, providing tree
guards etc.
Safety
Safety is accorded the highest priority by the compa
A clear safety policy, several training programmes
and communication tools have been put in place. A
dedicated Country Safety Controller and a nationwidnetwork of safety officers ensure that safety is never
compromised - be it the company’s own locations o
project sites. Compliance standards and certification
processes help extend this commitment beyond
employees and the strictest safety regime is followed
even with sub-contractors and business partners.
Regular audits and ongoing communications help
enforce a ‘zero-tolerance’ policy when it comes
to violating safety norms. In a unique initiative, the
company has recently set up an outdoor-cum-
indoor safety training school in Jaipur which helps
familiarize and train many of the company’s erection/
commissioning employees, contract workers and
even customer personnel actively engaged in power
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Notice to Members
NOTICE is hereby given that the FIFTY-EIGHTH ANNUAL GENERALMEETING of the Members of ABB Limited will be held at The Atria Hotel,“Chancery”, No.1, Palace Road, Bangalore – 560 001, on Tuesday,
June 3, 2008 at 11.00 A.M. (IST) to transact the following business:
Ordinary Business:
1. To receive, consider and adopt the Audited Balance Sheet as atDecember 31, 2007 and the Audited Profit & Loss Account for theyear ended on that date and the Reports of the Directors and the Auditors thereon.
2. To declare a dividend on equity shares.
3. To appoint a Director in place of Mr. D. E. Udwadia, who retires byrotation at this Annual General Meeting, and being eligible, offers
himself for re-election.
4. To appoint a Director in place of Mr. Bernhard Jucker, who retiresby rotation at this Annual General Meeting, and being eligible, offershimself for re-election.
5. To appoint M/s. S.R. Batliboi & Co., Chartered Accountants, asStatutory Auditors of the Company to hold office from the conclusionof this Annual General Meeting until the conclusion of the next AnnualGeneral Meeting and to authorize the Board of Directors to fix theirremuneration.
Special Business:
6. To consider and if thought fit, to pass with or without modification(s),the following resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. Arun Kanti Dasgupta who was appointedas Director by the Board of Directors of the Company on April 26,2007, pursuant to Article 151 of the Articles of Association of theCompany to fill in the casual vacancy caused on the Board, dueto the resignation of Mr. K. Sridhar and who holds office up to thedate of this Annual General Meeting pursuant to Section 262 of theCompanies Act, 1956 and in respect of whom the Company has
received a notice in writing from a member proposing his candidaturefor the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”
7. To consider and if thought fit, to pass with or without modification(s),the following resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. Ravi Uppal, who was appointed as an Additional Director by the Board of Directors of the Company on July
1956 and in respect of whom tin writing from a member proposDirector, be and is hereby appo
liable to retire by rotation”.
9. To consider, and if thought fit, tothe following resolution as an Or
“RESOLVED THAT pursuant provisions of Sections 198, applicable provisions, if any, of tany statutory modification(s) orbeing in force, (”Act”), read wof the Company be and is herepayment of remuneration to Mr.
Director of the Company (hereinfor a period of 3 (three) years fr(both days inclusive), on the tethe draft agreement to be enand Mr. Majumder, a copy whthe purpose of identification hawhich agreement is hereby speBoard of Directors to alter, varyterms and conditions of the saincluding review of remuneratiosuch manner as may be agreeand Mr. Majumder, and in acc
under Schedule XIII to the Comamendment(s) and modification
RESOLVED FURTHER THAT
Sections 198, 269, 309 and otthe Companies Act, 1956, the Majumder as the Managing Dircommission and other allowancprofits of the Company and if the10% for all of them together in th
RESOLVED FURTHER THAT in
of profits in any financial year of Mr. Biplab Majumder, Manaremuneration, perquisites and oby the limits prescribed in SectioCompanies Act, 1956, as amen
RESOLVED FURTHER THAT
this resolution, the Board of Dihereby authorized to do all such
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“RESOLVED THAT pursuant to and in accordance with the provisionsof Sections 198, 269, 309 and other applicable provisions, if any,of the Companies Act, 1956, including any statutory modification(s)
or re-enactment thereof for the time being in force, (”Act”), readwith Schedule XIII thereto, consent of the Company be and ishereby accorded for appointment and payment of remuneration toMr. K. Rajagopal as the Whole-time Director of the Company(hereinafter referred to as ‘Mr. Rajagopal’), for a period of 3 (three) yearsfrom February 19, 2008 to February 18, 2011 (both days inclusive),on the terms and conditions as set out in the draft agreement tobe entered into between the Company and Mr. Rajagopal, a copywhereof initialed by the Chairman for the purpose of identificationhas been placed before the meeting, which agreement is herebyspecifically approved with liberty to the Board of Directors to alter, varyand modify, from time to time, the terms and conditions of the said
appointment and / or agreement including review of remunerationannually and / or otherwise, in such manner as may be agreed uponby the Board of Directors and Mr. Rajagopal, and in accordance withthe limits prescribed under Schedule XIII to the Companies Act, 1956or any statutory amendment(s) and modification(s) thereto.
RESOLVED FURTHER THAT pursuant to the provisions of Sections198, 269, 309 and other applicable provisions, if any, of theCompanies Act, 1956, the remuneration payable to Mr. Rajagopal asthe Whole-time Director by way of salary, perquisites, commissionand other allowances, shall not exceed 5% of the net profits of theCompany and if there are more than one such director, 10% for all of
them together in that financial year.
RESOLVED FURTHER THAT in the event of any loss or inadequacyof profits in any financial year of the Company during the tenure of Mr. Rajagopal, Whole-time Director of the Company, the remuneration,perquisites and other allowances shall be governed by the limitsprescribed in Section II of Part II of Schedule XIII to the Companies Act, 1956, as amended from time to t ime.
RESOLVED FURTHER THAT for the purpose of giving effect tothis resolution, the Board of Directors of the Company, be and ishereby authorized to do all such acts, deeds, matters or things andthey may take such steps necessary, expedient or desirable in thisregard.
By Order of the BoardFor ABB Limited
B. GururajSenior Vice President -
Place: Vadodara Legal & Compliance andD t A il 25 2008 C S t
NOT BE A MEMBER OF THE CBE EFFECTIVE MUST BE DULYSHOULD BE DEPOSITED AT
OFFICE NOT LATER THAN FOCOMMENCEMENT OF THE MEBEHALF OF LIMITED COMPAFIRMS, ETC., MUST BE SRESOLUTION / AUTHORITY ASOF THE APPOINTING ORGANIS
3. Members should bring the duly for attending the meeting.
4. The Register of Members andCompany will remain closed fro(both days inclusive) for the purp
5. The dividend, as recommendeCompany, if declared at the Anon or after June 6, 2008, to thregistered on the Company’s Re
a) as Beneficial Owners as a27, 2008 as per the list toDepository Limited (NSDL) aLimited (CDSL) in respect o
b) as Members in the Regist
giving effect to valid shareon or before May 27, 2008
6. Members are requested to noremaining unclaimed for a perioof transfer to the Company’s transferred, under Section 205-AInvestor Education and Protect205C of the said Act. Membedividend warrant(s) from the fin2000 onwards are requested to fRegistrar and Share Transfer Ag
unclaimed dividend is transferProtection Fund as above, no respect of such amount. It madividend amounts which were lyended on December 31, 1999, hEducation and Protection Fund.
7. Members are requested to intthe changes if any in their r
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Annexure to Notice
Explanatory Statement under Section 173(2) of the Companies Act, 1956
Item No. 6
The Board of Directors at its meeting held on April 26, 2007, appointedMr. Arun Kanti Dasgupta as a Director pursuant to Article 151 of the Articlesof Association of the Company, to fill in the casual vacancy caused on theBoard by the resignation of Mr. K. Sridhar. Since Mr. K. Sridhar was to retireby rotation at the ensuing Annual General Meeting, Mr. Arun Kanti Dasguptawould also cease to hold the office of Director at the ensuing Annual GeneralMeeting, pursuant to Section 262 of the Companies Act, 1956.
The Members may note that Mr. Arun Kanti Dasgupta is the ManagingDirector of Life Insurance Corporation of India.
The Company has received a notice under Section 257 of the Companies Act, 1956, along with the deposit of Rs.500/- from a member, proposingthe candidature of Mr. Arun Kanti Dasgupta for the office of Director.
The Board considers that the association of Mr. Arun Kanti Dasgupta as aDirector of the Company will be beneficial and in the interest of the Company
The Directors recommend the passing of the resolution set out at ItemNo.6 of the accompanying Notice.
Except Mr. Arun Kanti Dasgupta, none of the other Directors is, in any way,concerned or interested in the said resolution.
Item No. 7 & 8
The Board of Directors of the Company at its meeting held on July 26,2007, appointed Mr. Ravi Uppal and Mr. Veli-Matti Reinikkala as AdditionalDirectors on the Board effective that date. At the same meeting, the Boardappointed Mr. Ravi Uppal as the Chairman of the Company. In terms of Section 260 of the Companies Act, 1956 and Article 152 of the Articles of
Association of the Company, Mr. Ravi Uppal and Mr. Veli-Matti Reinikkalahold office as Directors upto the date of the ensuing Annual GeneralMeeting of the Company and are eligible for re-appointment as Directors.
The Company has received notices under Section 257 of the Companies
Act, 1956, along with the deposit of Rs 500/- from members proposingthe candidature of Mr. Ravi Uppal and Mr. Veli-Matti Reinikkala, for theoffice of Director.
The Board considers that their association as Directors will be beneficialand in the interest of the Company.
The Directors recommend the passing of resolutions set out at Item Nos.7and 8, respectively, of the accompanying Notice.
2008 reviewed the current remuneand approved an increase in the totRs. 12,500,000/- to Rs.15,625,000/
The break-up of the total increased r
other terms & conditions of appointmout in the draft agreement, a copy wis placed in the meeting for the purpthe approval of the Members of the 269 read with Schedule XIII to the Co
The principal terms and conditions are as under:
1. Tenure of appointment
The appointment is for a period
July 25, 2010. Mr. Majumder wDirector of the Company is not
2. Subject to such orders and directo him by the Board of Directors o“the Board”), Mr. Majumder shaand comply with in all respectsas the Board may in its sole andtime impose on him, Mr. Majumwhole of the affairs of the Compaemployees of the Company, toCompany in the ordinary coursall other acts and things, which,may consider necessary or prop
3. During the period of his employrequired by the Company, unabroad as the Board may from or in relation to the business of
4. Remuneration and Perquisite
Mr. Majumder shall be entitledperquisites:
(a) Salary
Rs.7,030,800/- per annu
(b) Commission
Mr. Majumder shall be related commission basethe targets fixed and det
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In addition to the above, Mr. Majumder is also eligible forCompany’s car(s) with chauffeur, membership / subscription feefor two clubs, personal accident insurance coverage, telephone / telefax and other suitable communication facilities at residence.
(d) Leave
Leave with full pay or encashment as per rules of theCompany.
(e) Overall Remuneration
The aggregate of salary, commission and perquisites in anyfinancial year shall not exceed the limits prescribed from timeto time under Section 198, 309 and other applicable provisionsof the Companies Act, 1956 read with Schedule XIII to the said
Act, as may for the time being be in force.
(f) Minimum Remuneration
In case of loss or inadequacy of profits in any financial yearduring the currency of tenure of his service, the payment of salary, commission and perquisites shall be governed by thelimits prescribed under Section II of Part II of Schedule XIII tothe Companies Act, 1956.
(g) Revision in Remuneration
The remuneration payable to the Managing Director shall
be subject to revision, from time to time (annually and / orotherwise), by the Board of Directors of the Company at theirdiscretion and that the next revision in remuneration shall falldue on March 1, 2009.
(h) Mr. Majumder shall be entitled to:
(i) the reimbursement of entertainment expenses actuallyand properly incurred by him in the course of thelegitimate business of the Company in accordance withthe rules and regulations of the Company in force fromtime to time or as may be approved by the Board of
Directors; and
(ii) the reimbursement of travelling, hotel and other expensesincurred by him in India and abroad exclusively on thebusiness of the Company in accordance with the rulesand regulations of the Company in force from time totime or as approved by the Board of Directors.
5 Mr Majumder shall not during the term of this Agreement with the
permissible and if deem fit, wremuneration annually and / olimits specified in the Act or an
This explanatory statement togis to be regarded as an abstmemorandum of concern or in302 of the Companies Act, 195
The Agreement referred to inaccompanying notice is open fRegistered Office of the Compaday of the Company, upto the
Mr. Majumder is interested in thappointment as the Managingremuneration payable to him a
A notice pursuant to Section 2Rs.500/- has been received frocandidature of Mr. Majumder as t
The Directors recommend theItem No.9 of the accompanying
Item No.10
At its meeting held on February 19subject to the approval of memb
Mr. K Rajagopal (hereinafter referrWhole-time Director of the CompFebruary 19, 2008 to February 18, 2meeting, the Board had also fixed a tper annum, payable to Mr. Rajagop2008 to February 29, 2008, subjecDirectors every year during the entire
Accordingly, the remuneration fixedMarch 1, 2008. Therefore, the Boa2008 reviewed the current remuneand approved an increase in the totRs. 8,000,000/- to Rs.10,000,000/-
The break-up of the total increased other terms & conditions of appointmout in the draft agreement, a copy whplaced in the meeting for the purposeapproval of the Members of the Comread with Schedule XIII to the Compand conditions as contained in the d
1 Tenure of appointment
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(b) Annual Variable Pay (performance related)
Mr. Rajagopal shall be entitled to an annual performancerelated variable pay based on the results achieved against the
targets fixed and determined by the Board of Directors. Underthe best performance targets, the commission amount shallnot exceed Rs.2,000,000/- per annum at 100% achievementlevel of the performance target.
(c) Perquisites
Mr. Rajagopal shall be entitled to perquisites like furnishedaccommodation or house rent allowance in lieu thereof,re-imbursement of medical expenses incurred in India orabroad for self and family, leave travel concession, contributionto Provident Fund, Superannuation Fund and Gratuity Fundand other amenities viz., Company’s car with chauffeuretc., and all other payments in the nature of perquisites andallowances as agreed to between Mr. Rajagopal and theBoard of Directors, from time to time, subject however, thatthe aggregate monetary value of all perquisites of whatsoevernature including Retiral benefits, in any financial year shall notexceed Rs.5,300,000/- per annum.
In addition to the above, Mr. Rajagopal is also eligible formembership / subscription fee for two clubs, personal accidentinsurance coverage, telephone / telefax and other suitable
communication facilities at residence.
(d) Leave
Leave with full pay or encashment as per rules of theCompany.
(e) Overall Remuneration
The aggregate of salary, commission and perquisites in anyfinancial year shall not exceed the limits prescribed from timeto time under Section 198, 309 and other applicable provisions
of the Companies Act, 1956 read with Schedule XIII to the said Act, as may for the time being be in force.
(f) Minimum Remuneration
In case of loss or inadequacy of profits in any financial yearduring the currency of tenure of his service, the payment of salary, commission and perquisites shall be governed by thelimits prescribed under Section II of Part II of Schedule XIII to
business of the Coand regulations of thor as may be approv
(ii) the reimbursement incurred by him in business of the Coand regulations of time or as approved
4. Mr. Rajagopal shall not, duringCompany, engage himself, eithein any capacity whatsoever or reor persons whatsoever whethegoods or products which are oas those of the Company.
5. Notwithstanding anything to theeither party shall be entitled to by giving to the other party 180without the necessity of showinperiod of such notice, this Agreview thereof and as a consequMr. Rajagopal shall cease to be
6. The terms and conditions in tor varied or modified, from timpermissible and if deem fit, wremuneration annually and / or
limits specified in the Act or any
This explanatory statement togis to be regarded as an abstrmemorandum of concern or int302 of the Companies Act, 195
The Agreement referred to in accompanying notice is open fRegistered Office of the Compaday of the Company, upto the d
Mr. Rajagopal is interested in thappointment as the Whole-timeremuneration payable to him as
A notice pursuant to Section 25with a deposit of Rs.500/- has beproposing the candidature of M
The Directors recommend theItem No 10 of the accompanyin
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Your Directors have pleasure in presenting their Fifty-eighth Annual Report and Audited Accounts for the year ended
Financial Results
For the year ended
December 31, 2007
Profit Before Taxation 7,564,569
Less: Provision for Tax
- Current Tax 2,563,879
- Deferred Tax (11,000)
- Fringe Benefit Tax 95,000
Profit After Tax 4,916,690Balance Brought Forward from last year 519,255
Amount available for Appropriation 5,435,945
Appropriations
General Reserve 4,250,000
Proposed Dividend 466,198
Corporate Dividend Tax 79,230
Corporate Dividend Tax – 2006 12,587
Balance Carried Forward 627,9305,435,945
Directors’ Report
Dividend
Your Directors recommend payment of a dividend at the rate of Rs.2.20(Rupees two and paise twenty only) per share (previous year Rs 10/- pershare on 42,381,675 equity shares of Rs.10/- each) for the year endedDecember 31, 2007 on 211,908,375 equity shares of Rs 2/- each.
Sub-division of the Face Value of Equity Shares
In accordance with the approval of the shareholders at the 57th AnnualGeneral Meeting of the Company held on May 25, 2007, each equity shareof the face value of Rs.10/- each was sub-divided into 5 equity sharesof the face value of Rs.2/- each, effective July 6, 2007. Consequently,the sub-divided equity shares of the face value of Rs.2/- each have beenissued to such shareholders who held the equity shares of the face valueof Rs.10/- each of the Company, as on July 6, 2007.
Operating performance of all theproducts, process automation and abetter than previous year. For detailerefer to the management’s discussioreport.
Transfer to Investor Education and
In terms of Section 205C of the Codividend amount aggregating to Rsfor a period of seven years pertaini1999, was transferred during the yeaProtection Fund established by the C
Conservation of Energy, Technolo
Earnings and Outgo
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Delisting of Equity Shares
In accordance with the approval of the shareholders at the 56th AnnualGeneral Meeting of the Company held on May 26, 2006, the equity shares of
the Company have been voluntarily delisted from Calcutta Stock Exchange Association Limited with effect from August 10, 2007. The voluntarydelisting of equity shares from Ahmedabad Stock Exchange Limited andDelhi Stock Exchange Association Limited had been completed by theCompany during the year 2006.
Particulars of Employees
The statement under sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975, as amended and forming part of this report is given in
Annexure - B. The said Annexure - B shall, however, be provided to the
Members on request to be made to the Company Secretary.
Directors’ Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directorsto the best of their knowledge and belief confirm that:
i. in the preparation of the annual accounts, the applicable accountingstandards have been followed by the Company;
ii. appropriate accounting policies have been selected and appliedconsistently and such judgements and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at December 31, 2007 and of the profit of the Company for the year ended on that date;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of theCompanies Act, 1956, for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; and
iv. the annual accounts have been prepared on a going concern basis.
Corporate Governance
As required under Clause 49 of the listing agreement of stock exchanges, areport on corporate governance and a certificate from M/s D. R. Shressha& Associates, Practicing Company Secretaries, confirming compliancewith the requirements of corporate governance are given in Annexure – Cand Annexure – D respectively, which forms part of this report.
Board of Directors
Mr. Tom Eric Sjoekvist resigned as July 5, 2007 and the Board of Direc2007, appointed Mr. Peter Leupp acasual vacancy caused due to the re
The Board of Directors also appoi Additional Director of the Company, e
The Board of Directors at its meeting hMr. K. Rajagopal as an Additional Direof the Company for a period of three
Your Directors place on record their rendered by Mr. K. Sridhar, Mr. Dinesduring their tenure as Directors of the
Mr. D. E. Udwadia and Mr. Bernhard
the ensuing Annual General Meeting are-appointment. The particulars of Diat the ensuing Annual General MeeGovernance section annexed to this
Auditors
The Company’s Auditors - M/s. S.R. Bholds office upto the conclusion of t
The Company has received a requisSection 224(1B) of the Companies Acre-appointment as Auditors of the Co
New Delhi February 19, 2008
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Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo - Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988.
1. Conservation of energy
The operations of the Company are not energy intensive. However,energy conservation is priority area for the Company. Energyconservation measures taken during the year included,
• Usage of optimise thermic fluid system, air cooling plant and airconditioning system.
• Adopting servo controlled voltage stabilizer for lighting.
• Replacement of HPMV lamps with Metal Halide Lamps and
use of CFLs.
Various training programmes were also conducted across theorganisation to increase the awareness for reduction in energyconsumption.
2. Technology absorption, adaptation and innovation
2.1 Technical Development
New Products Developed:
• Numeric relays for over current - earth fault protection -NI40/41, REF601 and REJ601.
• Self powered Numeric relay - REJ603.
• LV motors for hazardous area suitable for an ambienttemperature 50 degree Celsius.
• 250/60 kW, 4/6P wind generator.
• Energy efficient cast iron motors in frame 71 to 132 for EFF1 &EFF2 level.
• 25 kVA Natural Cooled under slung auxiliary inverter forRailways.
Product Improvements:
• Increase in voltage range of capacitor unit - 21 kV capacitorunit is developed.
Annexure - A to Directors’ Report
been reflected in terms and quality, standardizaassemblies/ componentreduction and increased
markets.
2.3 Expenditure on Researc
i) Capital
ii) Revenue
iii) Total
iv) Total R & D expendpercentage of turno
3 Imported Technology (import
3.1 Technology imported
High voltage circuit break
Instrument transformers
Miniature circuit breakers
Power capacitor units an
HT Motors
LV Capacitors
Transformer Bushings
3100 HP Supercharger
INDACTIC 1425 telemete
Air circuit breakers
‘A’ range contactors up t
Residual current circuit b
PR521 and PR512 relays
SPAD 346C relays
Operating mechanism B
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3.2 Foreign exchange earnings and outgo
(a) Activities related to Exports; initiative taken to
increase exports; development of new export
markets for products and services; export plans
Revenues from exports during the year were Rs 3,630million. Power products segment consolidated itsposition in the export market with coverage of over 90countries. Significant growth in export of Disconnectorsand 72 kV circuit breakers was achieved. Few largevalue orders were booked during the year from Vietnamand Philippines for circuit breakers, disconnectors andinstrument transformers. Introduction of new range of indoor panel type unigear for primary and secondarydistribution helped in doubling the exports of indoor
panels. Markets have been developed for cougar relays;ring main units and compact secondary substations,which will help in increasing exports in South Asiancountries and other parts of the world from 2008. Strategicthrust and several sales promotional activities helped inincreasing export of automation products. Developmentof channel partners, sales and after sales service supportin Sri Lanka, Bangladesh and Mauritius helped inincreasing exports. Significant orders were received fromChina for low voltage drives for wind generator project,from Abu Dhabi for service of motors, from South Africa
for generator upgrade and static excitation system.Exports for process automation system grew over 100%.Significant orders for metals, minerals, turbo charging,cement and analytical products were received fromIndonesia, Malaysia, Singapore, Sri Lanka, Bangladeshand Middle East. A large order for Rs 933 million wasreceived for turnkey electrics and automation solution for5,000 tonnes per day for a cement plant in Jordan. Withmanagement focus, strategies and increasing sourcingof components, products and services from India by the
ABB Group companies, prospects for growth in exportvolumes in coming years are very high.
(b) Total foreign exchange used and earned
(Rs in Millions)
a) Foreign Exchange earned(including deemed exports) 4,664
b) Foreign Exchange used 15 474
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(ii) No. of Board Meetings held in the Financial Year 2007 and dates on which held
The Board meets at least once in a quarter to consider amongst other business, the quarterly performanresults. The Board has held four meetings during the financial year 2007 i.e., on February 16, April 26, J
3. Audit Committee
(i) Terms of Reference
The Audit Committee is responsible for overseeing the Company’s financial reporting process, reviefinancial statements, reviewing with the management on the financial statements and adequacy of intthe appointment/re-appointment of statutory auditors and fixation of audit fees, reviewing the significantransactions, reviewing the Management Discussion and Analysis of financial condition and result of operissues. The Committee acts as a link between the management, external and internal auditors and the B
The Committee discussed with the external auditors their audit methodology, audit planning and signifi
by them. The Committee also discussed major issues related to risk management and compliances.
In addition, the Committee has discharged such other role/function as envisaged under Clause 49 ofExchange and the provisions of Section 292A of the Companies Act, 1956.
(ii) Composition, name of members & Chairperson, meetings held during the year and attendance at
The Company has complied with the requirements of Clause 49 of the Listing Agreement of the StockCompanies Act, 1956, as regards composition of Audit Committee.
The Audit Committee presently consists of four Non-executive Independent Directors. The Committefinancial year 2007 i.e. on February 15, April 26, July 25 and October 25, 2007. The Composition of the A
2007 and the attendance of members at the meetings of the Audit Committee held during the financial y
Members of Audit Committee No
Mr. Nasser Munjee (Chairman)
Mr. N. S. Raghavan
Mr. D. E. Udwadia
Mr. A. K. Dasgupta (*)
(*) Mr. A. K. Dasgupta was appointed as a Member of the Committee with effect from July 26, 2007.
4. Remuneration Committee
(i) Terms of Reference
The role of the Remuneration Committee is to recommend to the Board, the remuneration package for t
(ii) Composition, name of members & Chairperson, meetings held during the year and attendance at
The Remuneration Committee presently consists of 3 Non-executive Directors, the Chairman being Nmeeting of the Committee was held during the financial year 2007 The Composition of the Remunera
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The Non-executive Independent Directors are compensated by way of a commission and the criteria Committee Meetings.
As a policy, the Non-Independent Directors are neither paid sitting fee nor paid any commission.
(iv) Details of remuneration to all the Directors during the financial year 2007
Name Sitting FeesSalary &
PerquisitesCommission (*) Sto
Mr. Ravi Uppal Nil 11,467 3,033
Mr. Biplab Majumder Nil 7,254 2,080
Mr. N.S. Raghavan 110 NA 300
Mr. Nasser Munjee 50 NA 300
Mr. D. E. Udwadia 85 NA 300
Mr. A. K. Dasgupta 40 NA 300
(*) subject to the approval of the Board.
Fixed Component/ Performance Linked Incentive/ Criteria
The Managing Director is entitled to an annual performance related commission based on the results acdetermined by the Board. Under the best performance targets, the commission amount payable to the Manato exceed Rs.2,812,500/- per annum at 100% achievement level of the performance target.
Service Contract/ Notice Period/ Severance Fees
a) The Contract of Service entered into by the Company with Mr. Biplab Majumder, Managing Director, provMajumder shall be entitled to terminate the agreement by giving 180 days notice in writing to the other.
b) No severance fee is payable by the Company on termination of the agreement.
5. Shareholders’ Committee
The Board of Directors of the Company had set up an Investors’ Grievance Committee which has been transmission/ transposition of shares.
In order to expedite the process, the Board of Directors has also delegated the authority to the Managing Directo approve the share transfers and accordingly, the MD or the Company Secretary approves the transfer/tranabout twice a month.
Six meetings of Investors’ Grievance Committee were held during the financial year 2007 i.e., on January 5, Fe25 and December 24, 2007.
Mr. B. Gururaj, Vice President – Legal & Company Secretary is the Compliance Officer of the Company.
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6. General Body Meetings
(i) Location and time where last three Annual General Meetings (AGMs) held
For the Year Venue D
2006 The Atria Hotel, “Chancery”, No.1, Palace Road,Bangalore – 560 001 M
2005 ITC Hotel Windsor Sheraton & Towers, “Regency”,No.25, Golf Course Road, Bangalore – 560 052 M
2004 ITC Hotel Windsor Sheraton & Towers, “Windsor Square”,No.25, Golf Course Road, Bangalore – 560 052 M
(ii) Special Resolution passed in the previous three Annual General Meetings
Two Special Resolutions were passed in the last Annual General Meeting of the Company held on Ma
the members was obtained for (a) amendment to Articles of Association of the Company and (b) paymeDirectors.
A Special Resolution had been passed in the Annual General Meeting of the Company held on Maymembers was obtained for voluntary delisting of equity shares of the Company from Ahmedabad StExchange Association Limited and Calcutta Stock Exchange Association Limited.
A Special Resolution had been passed in the Annual General Meeting of the Company held on May members, index of members, register & index of debenture holders, records relating to annual returns of aannual returns etc., at the Office of Karvy Computershare Private Limited, the Registrar and Share Transat #51/2, TKN Complex, Vanivilas Road, Opp. National College, Basavanagudi, Bangalore – 560 004, insOffice of the Company.
(iii) Postal Ballot
No postal ballot was conducted in the year 2007. As on date, the Company does not have any proposal tof postal ballot.
7. Disclosures
(i) Disclosures on materially significant related party transactions.
There was no materially significant related party transaction during the year having potential conflict with
(ii) Details of non-compliance by the Company, penalties and strictures imposed on the Company any statutory authorities or any matter related to capital markets during the last three years.
The Company has complied with all the requirements of the Listing Agreement of the Stock Exchanges of SEBI. Neither any penalty nor any stricture has been passed by SEBI, Stock Exchanges or any other Sto capital markets, in the last three years.
(iii) Whistle Blower Policy and affirmation that no personnel have been denied access to the audit co
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(ii) Official News Releases
The Company holds press analyst meets and makes necessary presentation, to apprise and make pCompany’s working and future outlook.
9. General Shareholder Information
(i) Annual General Meeting
Day, Date, Time and Venue :
The Company will be holding its 58th Annual General Meeting on Tuesday, June 3, 2008 at“Chancery”, No.1, Palace Road, Bangalore – 560 001.
Agenda:
a) Adoption of Audited Accounts, Directors’ and Auditors’ Report
b) Declaration of Dividend
c) Re-election of Directors retiring by rotation
d) Re-appointment of M/s. S. R. Batliboi and Co., Chartered Accountants, as Auditors
e) Appointment of Directors
f) Consent of Members for appointment and payment of remuneration to the Managing Director
g) Consent of Members for appointment and payment of remuneration to the Whole-time Director
(ii) Profile of Directors seeking re-appointment/appointment
The profile of Directors who are seeking re-appointment/appointment at the Annual General Meeting is f
Brief resume of Directors and nature of their expertise in
functional areas
Directorships/Committee
Memberships in other compan
Mr. Bernhard Jucker
Mr Bernhard Jucker, aged 53, holds Degree in ElectricalEngineering from Swiss Federal Institute of Technology (ETH)
Zurich, Switzerland.
He has been with the ABB Group since 1980 and has held severalkey positions in various capacities. Currently, he is the Head of Power Products Division and Member of the Group ExecutiveCommittee of ABB Limited, Zurich - Switzerland.
1. ABB Global Services Limited
Mr. Arun Kanti Dasgupta 1. Life Insurance Corporation
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Brief resume of Directors and nature of their expertise in
functional areas
Directorships/Committee
Memberships in other compan
Mr. D. E. Udwadia
Mr. Udwadia, aged 68, has obtained Post Graduate Degree from theUniversity of Mumbai. He has nearly 48 years of active law practiceand has acquired invaluable knowledge, experience and expertisein various matters viz., corporate laws, mergers/acquisitions &takeovers, corporate restructuring, foreign collaboration, jointventures etc.
He is a solicitor by profession and is a senior partner of a lawfirm ‘Udwadia & Udeshi’, which is one of the leading law-firms inMumbai. He is also the Chairman of AstraZeneca Pharma IndiaLimited and Vice Chairman of Macmillan India Limited.
He is also on the boards of several reputed public as well as privatecompanies.
1. ADF Foods Ltd.
2. AstraZeneca Pharma India 3. Bombay Burmah Trading Co4. Coromandel Fertilisers Ltd.5. Development Credit Bank L6. Eureka Forbes Ltd.7. ITD Cementation India Ltd.8. JM Financial Limited9. Macmillan India Ltd.10. Mechanalysis (India) Ltd.11. MPS Technologies Ltd.12. Sundaram-Clayton Ltd.13. Wyeth Ltd.
14. Avesta Nordic Research Pvt15. Avesthagen Limited16. Habasit Lakoka Pvt. Ltd.17. JM Financial & Inv. Consulta
Services Pvt. Ltd.18. JM Financial Trustee Co. Pv19. JM Financial Consultants Pv20. Nitesh Estates Private Ltd.21. Quantum Advisors Pvt. Ltd.22. Rossi Gearmotors (India) Pv
Committee Memberships
A) Audit Committee:1. AstraZeneca Pharma India 2. Bombay Burmah Trading Co3. Coromandel Fertilisers Ltd.4. Development Credit Bank L5. ITD Cementation India Ltd.6. Macmillan India Ltd.7. Sundaram-Clayton Ltd.8. Wyeth Ltd.
Mr. Ravi Uppal
Mr. Ravi Uppal, aged 55, is a B-Tech from Indian Institute of Technology (IIT), Delhi and did his Post Graduation Diploma inBusiness Administration from Indian Institute of Management (IIM),
Ahmedabad. He started his career with BHEL in 1975. He joined Asea Limited in 1980. In the merged entity Asea Brown BoveriLimited, he held the position of Vice President (Power Projects)and then of (Industrial Electronics and Systems Segment). Afterserving 16 years in ABB Group, in 1996, he took the assignment as
1. ABB Global Services Ltd. (C2. ST-CMS Electric Co. Pvt. Lt3. Page Industries Limited4. Asea Brown Boveri Limited5. ABB (Pvt.) Limited, Pakistan6. ABB Lummus Global Inc7. Raman Boards Limited
Committee Chairmanships:
1 Page Industries Limited (Au
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(vii) Stock Code
National Stock Exchange Mumbai Stock
ABB 50000
(viii) Market Price Data
The market price data and volume of the Company’s shares traded in the Mumbai Stock Exchange and ththe year 2007 was as follows
Period 2007BSE (Rs.)
BSE Sensex
IndexNSE (Rs.)
High Low High Low High Low
January 3776.00 3440.00 14325.92 13303.22 3779.00 3420.0
February 4000.00 3455.00 14723.88 12800.91 3999.00 3500.0March 3685.00 3190.00 13386.95 12316.10 3689.90 3190.2
April 4160.00 3381.00 14383.72 12425.52 3479.95 3381.0
May 4630.00 4080.00 14576.37 13554.34 4631.05 4082.1
June 4845.00 955.00 14683.36 13946.99 4841.00 950.0
July 1175.00 1046.10 15868.85 14638.88 1174.80 1046.0
August 1158.00 981.00 15542.40 13779.88 1160.00 981.5
September 1345.00 1131.00 17361.47 15323.05 1330.00 1105.6
October 1625.00 1215.50 20238.16 17144.58 1624.00 1290.0November 1670.00 1453.00 20204.21 18182.83 1744.00 1456.6
December 1649.90 1435.00 20498.11 18886.40 1649.90 1445.0
Note: Effective July 6, 2007, each equity share of the face value of Rs.10/- each was sub-divided into Rs.2/- each. Hence, the share price statistics provided above for the period July – December 2007 is withof the face value of Rs.2/- each.
(ix) Performance in comparison to broad-based indices viz., BSE Sensex and NSE Nifty
15000
20000
14325.92
14723.88
13386 95
14383.72
14576.37
14683.36
15868.85
15542.4017361.47
20238.16
20204.21
20
ABB SHARE PRICE MOVEMENT VS BSE SENSEXJANUARY - DECEMBER 2007
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Market price of ABB’s scrip for the period July – December 2007 is based on face value of Rs 2/- each
(x) Registrar and Transfer Agents
Karvy Computershare Private Limited,(Unit: ABB Limited)17-24, Vittal Rao Nagar
MadhapurHyderabad - 560 081E-mail: [email protected]
(xi) Share Transfer System
The Company’s shares being in compulsory demat list, are transferable through the depository system. are processed by the Registrar & Transfer Agent, and approved by the Investors’ Grievance Committee.Board of Directors has also delegated the authority to the Managing Director (MD) and the Company Secand accordingly, the MD or the Company Secretary approve the transfer/transmission of shares at a freshare transfer process is reviewed by the said Committee.
(xii) Shareholding Pattern
As on 31.12.2007
Shareholders No. of shares
of Rs. 2/- each
%
ABB Asea Bro n Bo eri Ltd Z rich & 110420285 52 11
0
1000
2000
3000
4000
5000
6000
7000
NovOctSep AugJulJunMay AprMarFebJan
3779.00
4167.15 4245.303901.75
4217.90
4306.754362.95
4647.95
4532.90 5055.80
5976.00
6011.9
3999.003689.90
4631.054841.00
3479.95
1174.801160.00
1330.00
1624.00
1744.00
NSE S&P CNX Nifty Index
ABB SHARE PRICE MOVEMENT VS NSE S&P CNX NIFTY INDEXJANUARY - DECEMBER 2007
ABB
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(xiii) Distribution of Shareholding as on December 31, 2007
Category No. of Shareholders No. of Shares held
1 – 5000 92309 19126377
5001 – 10000 413 2896430
10001 – 50000 262 5492964
50001 – 100000 49 3642755
100001 and above 116 180749849
Total 93149 211908375
(xiv) Dematerialisation of Shares and liquidity
The equity shares of the Company are available under dematerialised form with National Securities DeDepository Services (India) Ltd., (CDSL). The Company’s equity shares are compulsorily traded in the
sub-division of the face value of equity share of the Company, the Company has been allotted with new
As on December 31, 2007, 101071275 equity shares of the Company have been dematerialised repre(19818770 equity shares were in dematerialised form representing 46.76% of the total shares as on Dec
(xv) Outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments, conversion date and likely im
As on date, the Company has not issued GDRs, ADRs or any other Convertible Instruments and as sushare capital of the Company.
(xvi) Code of Conduct
The Company has in place a Code of Conduct applicable to the Board Members as well as the Senior been hosted on the Company’s website. All the Board Members and the Senior Management PersonnCode of Conduct, as on December 31, 2007.
(xvii) Plant Locations
The Company’s plants are located at Bangalore, Faridabad, Haridwar, Mumbai, Nashik and Vadodara.
(xviii) Address for Correspondence
ABB Limited2nd Floor, East Wing, Khanija Bhavan,49, Race Course Road,
Bangalore - 560 001.Phone: 080-22949150 to 22949154 Fax: 080-22949148Corporate Secretarial E-mail ID: [email protected] Website: www.abb.com/in
(xix) Non-Mandatory Requirements
– Remuneration Committee of the Board to determine the remuneration package for the Executive DirecM i t f th Offi f N ti Ch i
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Annexure - D to Directors’ ReportCorporate Governance Compliance Certificate
To,
The Members of ABB Limited
We have examined all relevant records of ABB Limited (the Company) for the purpose of certifying compliance of the
under Clause 49 of the Listing Agreement with National Stock Exchange of India Limited (NSE) and Bombay Stock Exyear ended December 31, 2007.
We have obtained all the information and explanations, which to the best of our knowledge and belief were necessa
The compliance of the conditions of Corporte Governance is the responsibility of the management. Our examinatiimplementation thereof. This certificate is neither an assurance as to the future viability of the Company nor the efmanagement has conducted the affairs of the Company.
On the basis of our examination of the records produced, explanations and information furnished, we certify that th
(a) all the mandatory requirements of the said Clause 49 of the Listing Agreement.
(b) the following non-mandatory requirement of the said Clause 49 – “Constitution of Remuneration Committee”
Place: Bangalore
Date: February 19, 2008
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Operating Results of the Company
During the year 2007, the Company secured orders worth Rs 76,682 million, 36 percent higher than the previous yeahad been significant growth in orders across all the segments of the Company. Higher GDP growth, focussed infrast
the Government and capacity built up in various industries has given overall favourable economic environment in the strategic initiatives on market and product portfolio front adopted by the Company helped to realise this exceptional introduced during last few years have also contributed significantly towards overall business growth. As a result oforder backlog was further augmented by 49 per cent to Rs 50,260 million as compared to Rs 33,723 million at the b
The Company also achieved a significant growth in revenues at Rs 60,014 million for the year, registering a growth o Volume growth and operational efficiencies have resulted in healthy profit improvement. Profit before tax was Rs 7,5million in the previous year.
Net profit after tax at Rs 4,917 million for the year was 44 percent higher than last year. Earnings per equity share (fahigher at Rs 23.20 compared to Rs 16.06 in the previous year.
The Company has carried out and also currently executing significant manufacturing capacities expansion projects offering, introducing several new products during the year. In addition to capacity and range expansion, the Compmany of its manufacturing, office and employee welfare facilities in order to enhance efficiency and productivity.upgraded its ERP system from SAP 4.7 to mySAP Business Suite and has implemented several new modules suchCustomer Relations Management, Employee Health Services and Governance Risk and Compliance.
Outlook for the Company
India’s current state of economy and expectation of GDP growth remaining around 9%, continued investment in pand booming globalising industrial sector offers an excellent opportunity to the Company to operate. Several strproduct and range expansion, manufacturing and engineering capacity augmentation, operational excellence, focusesystem development, human resource development and retention actions are expected to further strengthen Com
Group remains committed to increasingly leverage the Indian operations for projects, products and services within thstrategy, the Company will continue to grow its core businesses, expand its portfolio and augment manufacturing an
The Company remains resolute in its objective to pursue the path of profitable and sustainable growth, maximising oattain the highest standards of quality, safety and productivity. The overall outlook for the Company continues to be poptimistic with regards to continued profitable growth.
Business Segment Analysis
Please refer to note 4, Schedule 16, for detailed description of the Company’s business segments. The relative dsegments is as under, which has broadly remained static.
Power Systems (PS)
Power Products (PP)
Process Automation (PA)
Automation Products (AP)
Power Systems Segment (PS)
Management’s Discussion and Analysis
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With capacity additions in existing power plants, setting up of new power plants, realisation of the ultra mega power pnetworks and power distribution improvements and reforms on domestic front have resulted in strong orders and revreceived grew by 36% and revenues were higher by 33%. The growing domestic market and additional oversepositive signs in most areas of the segment’s operations and the future outlook of the business continuous to remain
With significant orders in the domestic market and orders from exports for the transmission and distribution subsMajor orders included the 400 kV GIS substation at Chamera and 400 kV substation in Bihar from PGCIL, 220 kV sas several orders from GETCO and private customers such as Adani Power; a major railway electrification order wdistribution orders from BESCOM, HESCOM & GESCOM under Rural Load Management Schemes (RLMS). Newly efor Balance-of-Plant) has established well for providing solution at power generation end with order booking for 1,905
Tata Projects Kota and Zawar thermal power projects, JSW Energy Limited 8 x 135 MW power plants and Endsubstation automation systems were supplied and installed based on the latest IEC 61850 protocols, where the segas various services and retrofit orders were executed. With the setting up of a regional focused factory for numerifactory in the Group for combiflex relays, the substation automation products business is set to play a greater role glsystems from KPTCL and responsibility for the South Asia region the network management business is also poised
Major projects commissioned during the year include 400 kV GIS substations at Maharani Bagh for PGCIL and the segment supplied and commissioned a number of distribution substations and APDRP projects for BESCOM, GEB, Dsubstation automation system based on REX 670 platform with IEC 61850 protocols were supplied to PGCIL for a
Strategic actions were initiated and implemented to improve operational efficiencies and excellence in project maprofitability of the business. However, areas of concern remain rising prices of raw materials such as structural steethe distribution business faced operating cash-flow problems as funding for various RGGVY Projects from REC had
Power Products Segment (PP)
The summarised performance of the segment is as under.
Orders Received
Order Backlog
Revenues
Result
Buoyancy in the transmission and distribution sector continued during the year with higher level of investment in this s
generation projects has started and it has given a boost to demand for power products manufacture by the segmenservices sector continued at a fast pace and rural electrification is a focus area of the Central and the State Governmfor the products offered by the segment. Overall environment for the segment during the year was very good.
To foster investments in power generation, transmission and distribution segments, Central Government has providefor improving power quality and energy efficient technologies is also on increase. A very high target has been set at 7
XIth five year plan (2007-12) of the country. Power generation capacity addition of 86,500 MW is expected in XIIth plandemand for power transmission and distribution systems. Increase in inter-regional capacity from 9,000 MW to 30,00
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Domestic demand for power products is expected to continue on the ascent. The surge in global demand for powexports. The focus on enhancing power capacity and expanding grid networks will continue to feed the demand fotap the growing demand for new technologies with introduction of new products in all businesses. Focus area forremain capacity expansion, product range expansion, operational excellence, cost reduction and on time deliveries
in the Indian market, will cater to the growing demand for modular solutions and new technologies. A new group haaccessories business. Outlook for the segment continues to be positive.
Demand for HT capacitors continues to remain low. That remains an area of concern. Focussed efforts are being mHVDC and TCSR in the coming years to grow this business. Shortages of components including insulators for HV swtransformers are constraints on increasing capacities and providing faster deliveries. New competition from the domehas effected in short run price realisation of MV switchgears.
Process Automation Segment (PA)
The summarised performance of the segment is as under.
Orders Received 1
Order Backlog 1
Revenues 1
Result
Industrial climate in country remained buoyant with strong growth across all most all the industries. With current low cpaper and other industrial products and demand from infrastructure development gives excellent growth opporthave announced investment plans for augmentation of capacities and efficiency improvement. This environment auSegment. Growth in orders and revenues during the year was 28% and 46% respectively. Operating profits duInvestments are taking place for manufacture of all types of steels in both public and private sectors. Global steel also announced plans for setting up Greenfield steel projects in India. Construction boom in Middle East has leadgrowth in real estate and infrastructure development across the country, demand for cement has gone up leadingbrown field projects. Paper industry is investing in new machines to meet the growing demand for tissue and other tare announced also in material handling, oil and gas and marine sectors.
Segment has received several large orders for electricals and automation solutions during the year. This includes in Limited, JSW Limited, Jindal Tubes Limited, Salem and Vizag Steel plants, Tata Steel Limited and Essar Group. In corders booked includes from Grasim Industries Limited from OEMs L&T and Sandvik. In pulp and paper sector m
includes from Ballarpur Industries Limited, ITC Limited and HEC Limited. Major projects commissioned during theLimited, upgrade of NET90 system for Durgapur Steel plant, AC drive solution for Tata Steel Limited, first phase of SCCorporation, 800XA installation and safety system for Essar Group.
Exports for process automation system grew over 100%. Significant orders for metals, minerals, turbo charging, creceived from Indonesia, Malaysia, Singapore, Sri Lanka, Bangladesh and Middle East. A large order for Rs 933 milland automation solution for 5,000 tonnes per day for a cement plant in Jordan. During the year a turbochargeBangladesh.
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Automation Products Segment (AP)
The summarised performance of the segment is as under:
Orders Received
Order Backlog
Revenues
Result
With significant investments taking place in industrial sector capacity augmentation and efficiency improvement, segautomation products during the year. A positive market environment coupled with a strategic thrust on product rangof business verticals and market penetration helped in registering 55% growth in orders and 45% growth in revenue
During the year several orders for automation products were received from steel, cement, paper, telecom, food anand oil and gas industries and OEMs. During the year the segment was able to sustain and consolidate its mark
There was focus on all major OEM segments including HVAC, pumps and compressor, boiler machinery manufacsector. Segment has received several large orders during the year from all sectors of the industry. This includes oKalinganagar project, JSW Steel Ltd. for their capacity expansion at Bellary and Bhusan Steel Limited for their blast forder for high current rectifiers was received from Vedanta Aluminum Limited for 2 x 250,000 TPA Greenfield aluminumfrom cement industries included Jayaprakash Industries Limited. The segment also received increased orders from bIT and SEZ parks and other infrastructure projects which resulted in over 100% growth from this sector.
Execution and commissioning of large orders during the year included high current rectifiers at Hindustan Zinc Limiteat Tata Steel Limited. A 10 MW, 40 pole compressor motor for SAIL, Bokaro was rewound and commissioned durin
Major capacity expansion projects under execution include LT motors and instrumentation at Faridabad and macExpansion and renovation of HV machines at Vadodara plant was completed during the year and plant is operating amonth. Other capacity augmentation plans includes global factory for LV breakers, LV systems, LV and MV drives anBangalore and wind generator motors factory at Vadodara. Product range expansion during the year included madrives, testing and offering of new series of EFF1 and EFF2 motors in small frames, for both domestic and export mapoles per annum capacity factory was commissioned and operating at rated capacity at Haridwar.
The channel partner network was further expanded to over 775 during the year which contributed to revenues of to yield good results with the B2B transactions crossing the Rs 4 billion mark setting an industry benchmark. To ennearer to the customers, during the year two new warehouses were established at Faridabad and Pune.
Concern areas for the segment include increase in competition, with several competitors building new capacities, anindustrial scenario continues to look buoyant with several new Greenfield and brown field capacity expansions planthrust on marketing efforts in newer areas of railways, wind, water and waste water, SEZ, ports and harbours coupleand range expansion is expected to support business growth momentum of the segment. The overall outlook for th
Finance
During the year there was higher requirement of finance due to business growth and delay in collection from cus
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organisation by facilitating embedding of bench-marked world-class processes down to the grass root level. Leaddifferent levels has been in full swing covering all business and functional roles.
As in the past, industrial relation continued to remain cordial at all the locations of the Company. The Company
2007.
Internal Control Systems
The Company has in place effective systems of internal control ensuring accurate, reliable and speedy compilation the assets and interests of the Company and ensuring compliance with laws and regulations.
The Company has an exhaustive budgetary control system and the management regularly reviews actual performplace a well-defined organisation structure, clear authority levels and detailed internal guidelines for conducting businan internal audit department that conducts regular audits to ensure adequacy of the control system, adherence tocompliance. The Audit committee of the Board of Directors periodically reviews the audit plans, observations and external auditors with reference to significant risk areas and adequacy of internal controls.
As per the requirements of Sarbanes Oxley Act, 2002 and clause 49 of the listing agreement with the stock exchangadequate internal control procedures over financial reporting. Based on detailed review and testing of various pfinancial reporting, the managements has concluded that internal control over financial reporting as effective as at the Company has upgraded its ERP system from SAP 4.7 to mySAP Business Suite and has implemented several neRisk and Compliance (GRC) module to help the Company to strengthen internal control environment.
During the year, financial accounting processes such as journal entries, handling Income-tax deductions at souprocesses were centralised at the shared accounting service center. The processes of vendor bill booking, vendor pmanagement and travel management continued to be centrally managed at this centre. The master maintenance oand vendors, role based authorisation for SAP system access remained centrally controlled based on well defined ru
CEO/CFO C tifi ti
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To
The Board of Directors
ABB Limited
We certify that;1. We have reviewed the financial statements and cash flow statement of ABB Limited for the year ended Dece
knowledge and belief;
(i) these statements do not contain any materially untrue statement or omit any material fact or contain sta
(ii) these statements together present a true and fair view of the Company’s affairs and are in complianceapplicable laws and regulations.
2. To the best of our knowledge and belief, there are, no transactions entered into by the Company during theviolating the Company’s code of conduct.
3. We accept responsibility for establishing and maintaining internal controls over financial reporting and we have control systems of the company over financial reporting and we have disclosed to the auditors and the audit or operation of internal controls over financial reporting, if any, of which we are aware and the steps we have tadeficiencies. In our opinion, there are adequate internal controls over financial reporting.
4. We have indicated to the auditors and the audit committee that there are:
(i) significant improvement in internal controls over financial reporting during the year;
(ii) significant changes in accounting policies made during the year as have been disclosed in the notes to
(iii) no instances of fraud of which we have become aware and the involvement there in, if any, of the m
significant role in the Company’s internal control system on financial reporting.
Biplab Majumder New Delhi Chief Executive Officer February 19, 2008 Managing Director
CEO/CFO Certifi cation
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Annexure referred to in paragraph 3 of our report of even
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(i) (a) The Company has maintained proper records showing fullparticulars, including quantitative details and situation of fixedassets.
(b) The Company has a regular programme of physical verificationof fixed assets which, in our opinion, is reasonable havingregard to the size of the Company and the nature of its assets.In accordance with this programme, certain fixed assets werephysically verified by the management during the year and weare informed that no material discrepancies were noticed onsuch verification.
(c) There was no substantial disposal of fixed assets during theyear.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year. In respect of stocks lying with the third parties, confirmation for most of thestocks has been received.
(b) The procedures of physical verification of inventory followed bythe management are reasonable and adequate in relation tothe size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and nomaterial discrepancies were noticed on physical verification.
(iii) (a) As informed to us, the Company has not granted any loans,
secured or unsecured to companies, firms or other partiescovered in the register maintained under Section 301 of theCompanies Act, 1956.
(b) As informed to us, the Company has not taken any loans,secured or unsecured from companies, firms or other partiescovered in the register maintained under Section 301 of theCompanies Act, 1956.
(iv) In our opinion and according to the information and explanations givento us, there is an adequate internal control system commensuratewith the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goodsand services. During the course of our audit, no major weakness
has been noticed in the internareas.
(v) According to the informationmanagement, we are of the opor arrangements referred to inbe entered into the register maso entered. None of the transcontracts or arrangements excrespect of any one such party
(vi) The Company has not accepte
(vii) In our opinion, the Compacommensurate with the size an
(viii) We have broadly reviewed theCompany pursuant to the rulefor the maintenance of cost reCompanies Act, 1956, and areprescribed accounts and recor
(ix) (a) According to the recordregular in depositing uprovident fund, investoemployees’ state insuraduty, wealth-tax, service appropriate authorities.
(b) According to the informno undisputed amounts investor education and insurance, income-tax, customs duty, excise dutydues were outstanding, than six months from the
(c) According to the records of income-tax, sales-taxduty, excise duty and ce
follows:
Annexure referred to in paragraph 3 of our report of even Re: ABB Limited
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Name of the statute Nature of dues Amount *(Rs in
Thousands)
Period to which theamount relates
Forum
Excise Act Freight charges for valuation 589 1997-98 Central Excise
Service Tax Service tax on freight chargesand erection services
2,403 1997-06 Central Excise
Sales Tax Act Works contract tax charged
Differential tax chargedSubmission of Statutory Forms
13,92911,74013,526
108,39155,461
900
1996-021992-012003-041996-052002-041994-95
Deputy CommSales Tax AppDeputy CommDeputy CommJoint CommisHigh Court
Faridabad Development Act [Octroi]
Product classification 30,400 1986-94 High Court
* - Net of Rs 67,042 thousand, paid under protest.
(x) The Company has no accumulated losses at the end of the financialyear and it has not incurred cash losses in the current and immediatelypreceding financial year.
(xi) Based on our audit procedures and as per the information andexplanations given by the management, we are of the opinion thatthe Company has not defaulted in repayment of dues to a financialinstitution, bank or debenture holders.
(xii) According to the information and explanations given to us and basedon the documents and records produced to us, the Company hasnot granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutualbenefit fund/society. Therefore, the provisions of clause 4(xiii) of theCompanies (Auditor’s Report) Order, 2003 (as amended) are notapplicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in shares,securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order,2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, theCompany has not given any guarantee for loans taken by othersfrom bank or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
(xvii) According to the information anoverall examination of the balaof the Company, we report thathave been used for long-term i
(xviii) The Company has not made to parties or companies coverSection 301 of the Companies
(xix) The Company did not have anyear.
(xx) The Company has not raisedduring the year.
(xxi) Based upon the audit procedreporting the true and fair viewper the information and explanareport that no fraud on or by reported during the course of o
Balance Sheet
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As at December 31, 2007 Schedule
Sources of Funds
Shareholders’ Funds
Share Capital 1 423,817
Reserves and Surplus 2 15,839,626
Loan Funds
Finance Lease Obligations 16(9)
Deferred Tax Liability (net) 16(10)
Application of Funds
Fixed Assets 3
Gross Block 5,769,125
Less: Depreciation and Amortisation 2,249,827
Net Block 3,519,298
Capital Work in Progress including Capital Advances 1,059,418
Investments 4
Current Assets, Loans and Advances
Inventories 5 4,887,102
Sundry Debtors 6 24,235,625Cash and Bank Balances 7 6,428,636
Other Current Assets 8 2,753,603
Loans and Advances 9 2,802,023
41,106,989
Less: Current Liabilities and Provisions
Current Liabilities 10 29,314,878
Provisions 11 678,236
29,993,114
Net Current Assets
Notes to Accounts 16
Balance Sheet
The Schedules referred to above form an integral part of the accounts.
A t f d t
Profit and Loss Account
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For the year ended December 31, 2007 Schedule
Income
Sales and Services 63,832,682
Less: Excise Duty 4,529,568
Sales and Services (Net) 12
Other Income 13
Expenditure
Cost of Materials and Erection Services 42,920,333
Personnel Expenses 14 3,060,684
Other Expenses 15 6,075,802
Depreciation/ Amortisation 326,752
Less: Transfer from Revaluation Reserve 2,695
324,057
Interest Expenses 68,123
Profit Before Tax
Provision for Tax:
Current Tax
Deferred Tax
Fringe Benefits Tax
Profit After Tax Add: Balance brought forward
Profit available for appropriation
Appropriations
General Reserve
Proposed Dividend
Corporate Dividend Tax
Corporate Dividend Tax - 2006
Balance carried forward
Basic and Diluted Earnings per Equity Share (in Rs) 16(3)
(Face value Rs 2/- per share)
Notes to Accounts 16
Profi t and Loss Account
The Schedules referred to above form an integral part of the accounts.
A t f d t
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As at December 31, 2007
Schedule 1 - Share Capital
Authorised
212,500,000 Equity Shares of Rs 2 each *
(Previous Year - 42,500,000 equity shares of Rs 10 each)
750,000 11% Redeemable 10 year, Cumulative Preference Shares of Rs 100 each
Issued, Subscribed and Paid Up
211,908,375 Equity Shares of Rs 2 each *(Previous Year - 42,381,675 equity shares of Rs 10 each)
Notes:
Share Capital includes:
a) 46,185,525 equity shares of Rs 2 each (Previous Year - 9,237,105 equity shares of Rs 10 each) allotte
contracts for consideration other than cash.
b) 1,000,000 equity shares of Rs 2 each (Previous Year - 200,000 equity shares of Rs 10 each) issue
cumulative preference shares of Rs 100 each on cancellation of the preference shares in terms of a S
Company and its preference/equity shareholders in 1988.
c) 42,219,465 and 51,772,945 equity shares of Rs 2 each (Previous Year - 8,443,893 and 10,354,589 eq
fully paid up bonus shares by capitalisation of the General Reserve Account and Securities Premium Acc
d) 97,879,955 equity shares of Rs 2 each (Previous Year - 19,575,991 equity shares of Rs 10 each) are held
Zurich, Switzerland, the ultimate holding company and 12,540,330 equity shares of Rs 2 each (PreviouRs 10 each) are held by ABB Norden Holdings AB, Sweden, a subsidiary of the ultimate holding compan
* During the year face value of each equity shares of Rs 10 each was sub-divided (stock split) into 5 equity sha
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As at December 31, 2007
Schedule 2 - Reserves and Surplus
Capital Reserve Account
Capital Redemption Reserve Account
Revaluation Reserve Account
As per last Balance Sheet 148,082
Transferred to Profit and Loss Account (2,695)
Securities Premium Account
Foreign Projects Reserve Account
As per last Balance Sheet 7,500
Transferred to General Reserve Account (1,000)
General Reserve Account
As per last Balance Sheet 10,179,803
Transferred from Foreign Projects Reserve Account 1,000
Less: Charge on account of transitional provisionsunder Accounting Standard (AS) 15 (revised 2005)
- Provident Fund (27,602)
(Net of tax Rs 14,212 thousand)
- Other long term benefits - Leave (23,353)
(Net of tax Rs 12,025 thousand)
Transferred from Profit and Loss Account 4,250,000
Profit and Loss Account
Balance carried forward
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As at December 31, 2007
Schedule 3 - Fixed Assets
Gross Block Depreciation/ Amortisatio
Description As at Additions Deductions As at As at For the Deductio
January 1, December 31, January 1, Year
2007 2007 2007
A. Tangible Assets
1. Own Assets
Freehold Land 137,515 - - 137,515 - -
Leasehold Land 9,826 - - 9,826 297 90
Leasehold Improvements 63,194 92,021 - 155,215 30,712 10,522
Factory Buildings 618,190 111,832 3,490 726,532 152,265 21,218 1,5
Other Buildings 296,325 30,440 538 326,227 20,899 4,982 2
Residential Quarters 14,390 - 190 14,200 4,745 233
Plant and Machinery 3,123,630 475,170 164,430 3,434,370 1,360,223 208,170 147,0Furniture and Fixtures 268,545 36,442 1,360 303,627 78,522 15,606 1,0
Vehicles 19,618 1,760 39920,979 7,220 5,121 3
4,551,233 747,665 170,407 5,128,491 1,654,883 265,942 150,3
2. Leased Assets
Plant and Machinery 83,141 - - 83,141 55,005 11,249
Vehicles 11,068 - -11,068 3,427 499
94,209 - - 94,209 58,432 11,748
Total Tangible Assets 4,645,442 747,665 170,407 5,222,700 1,713,315 277,690 150,3
B. Intangible Assets
Technical Know-how Fees 350,798 23,943 - 374,741 256,673 29,138
Capitalised Software 148,927 22,757 - 171,684 103,458 19,924 Total Intangible Assets 499,725 46,700 -546,425 360,131 49,062
5,145,167 794,365 170,407 5,769,125 2,073,446 326,752 150,3
Previous Year 4,141,636 1,098,468 94,937 5,145,167 1,875,025 267,341 68,9
Capital Work in Progress including Capital Advances
Grand Total
Notes:
1. Certain freehold and leasehold land, factory and other buildings and residential quarters were revalued during 1985, 1986 and 1996 respectively.
2. Residential Quarters include cost of shares in Lotus Court Private Limited Rs 56 thousand (Previous Year - Rs 56 thousand).
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As at December 31, 2007
Schedule 5 - Inventories
Stores and Spares
Raw Materials and Components
Goods in Transit - Raw Materials and Components
Finished Goods
Work-in-progress
Schedule 6 - Sundry Debtors
Unsecured :
Debts outstanding for a period exceeding six months
- Considered Good
- Considered Doubtful
Other Debts - Considered Good
Less: Provision for Doubtful Debts
Schedule 7 - Cash and Bank Balances
Cash and Cheques on hand
Balances with Scheduled Banks
- On Current Account 4,398,307
- On Deposit Account 2,005,460
- On Margin Account 10,134
With Non-Scheduled Banks - On Current Account
Current Accounts with Non-Scheduled Banks include
As at As at
December 31, December 31,
2007 2006
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As at December 31, 2007
Schedule 8 - Other Current Assets
Contract Revenue in Excess of Billing and Unbilled Revenue
Interest Accrued on Investments and Fixed Deposits
Schedule 9 - Loans and Advances
Unsecured :
Loans, Considered Good
Advances recoverable in cash or in kind or for value to be received:- Considered Good 2,080,595
- Considered Doubtful 39,711
2,120,306
Less: Provision for Doubtful Advances 39,711
Advance Tax (net of provision)
Balances with Customs, Port Trusts and Excise authorities
Schedule 10 - Current Liabilities
Acceptances
Sundry Creditors
- Dues to Micro and Small Enterprises 64,341
- Others 15,628,714
Advance Payment from Customers
Billing in Excess of Contract Revenue
Investor Protection and Education Fund shall be credited for unclaimed
dividends amount when due
Schedule 11 - Provisions
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For the year ended December 31, 2007
Schedule 12 - Capacities, Production, Stock and Turnover (Refer Note 11 of schedule 16 )(Figures in brackets are in respect of previous year)
Annual Opening Stock of Production of Closing
Class of goods Capacities Finished Goods Finished Goods Finished GoQuant. Rupees in Ru
Denom. Installed Quantity Thousands Quantity Quantity Tho
Motors and Other Machines HP 3,124,484 66,565 80,622 2,992,875 96,403
(2,527,433) (46,480) (35,590) (2,068,611) (66,565)
Switchgear of all types Nos. 15,277,350 462,107 197,561 10,188,676 234,740
(10,180,350) (189,885) (38,012) (5,541,175) (462,107) (1
PLCC Equipment Nos. 2,850 - - 1,857 -
(2,850) (-) (-) (1,443) (-)
Multiplexures Nos. 100 - - 7 -
(100) (-) (-) (38) (-)
Telemetering Equipment Nos. 150 - - 20 -
(150) (-) (-) (15) (-)
Turbochargers Nos. 200 - - 208 9
(200) (-) (-) (189) (-)
Transformers MVA 12,000 - - 8,944 -
(12,000) (-) (-) (8,127) (-)
Electronic Control and Supply Units Nos. 100,000 - - 82,416 -
for Variable Speed Drives and other (100,000) (-) (-) (78,271) (-) applications
Mini Computer/Microprocessor Value Rs in 2,300,000 - - 1,717,970
based Systems Thousands (2,300,000) (-) (-) (2,259,133) (-)
Non-Microprocessor Based Electronics Value Rs in 70,000 - - -
(Analog and Digital) for Weighing, Thousands (70,000) (-) (-) (9,823) (-) Batching and Force MeasuringSystems and Sub-Systems
Power Capacitors of all types MVAR 3,700 - - 3,724 -
(3,700) (-) (-) (2,579) (-)
Robotics Nos. 30 - - 30 -
(15) (-) (-) (5) (-)
Gas Analysers and Systems Nos. 300 - - 246 -
(300) (-) (-) (202) (-)
Process Control Instruments Nos. 30,225 - - 29,227 -
(30,225) (-) (-) (28,139) (-)
Others -
(-)
Project Items 63,046
(69,656)
Erection and Other Services
341,229
(143,258) (3
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For the year ended December 31, 2007 2007
Schedule 13 - Other Income
Dividend
Long-term Investments - Trade 281
Long-term Investments - Others -
Interest
Long-term Investment 44,996
Deposit with Banks 191,051
(Tax deducted at source Rs 40,189 thousand;
Previous Year Rs 36,409 thousand)
Others (net) 40,967
Profit on Sale of Fixed Assets (net)
Scrap Sales
Commission Income
Miscellaneous Income
Schedule 14 - Personnel Expenses
Salaries, Wages and Bonus
Gratuity
Provident Fund
Contribution to Superannuation and other Funds
Workmen and Staff Welfare Expenses
Other Personnel Expenses
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For the year ended December 31, 2007
Schedule 15 - Other Expenses Tools and Stores
Royalty
Freight and Forwarding (net)
Postage and Telephone
Commission
Discount
Power, Fuel and Water
Travelling and ConveyanceInsurance
Rates and Taxes
Rent
Repairs: Buildings
Plant and Machinery
Others
Provision for Doubtful Debts and Advances
Bad Debts/Advances Written Off Loss on Sale of Fixed Assets (net)
Printing and Stationery
Bank Charges
Legal and Professional
Trade Mark Fees
Technology Fees
Exchange Rate Difference - Loss
Miscellaneous
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Schedule 16 - Notes to the Accounts
1. Nature of Operations
ABB Limited (‘the Company’) has served utility and industry customers for over 50 years with the complete rang
and services in areas of Automation and Power technology. The Company has extensive installed base fomarketing and service presence. Besides catering to Indian domestic market, the Company is also playing an
2. Significant Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared to comply in all material respects with the notified ac Accounting Standards Rules, 2006 and the relevant provisions of the Companies Act, 1956. The finanunder the historical cost convention on an accrual basis except for revaluation of certain fixed assetsprinciples generally accepted in India. The accounting policies have been consistently applied by the Comaccounting policy discussed more fully below, are consistent with those used in the previous year.
2.2. Change in Accounting Policies
The Company has changed its accounting policy for revenue recognition for large transformers from recogon achievement of contractual milestone basis, with effect from January 1, 2007. This has resulted in addprofit before tax of Rs 434,030 thousand and Rs 60,002 thousand respectively with corresponding increyear ended December 31, 2007.
In current year, the Company has adopted Accounting Standard (AS) 15 (revised 2005), “Employee Betransitional obligations as at January 1, 2007, for Provident Fund and Other long term benefits – Leave, amof tax) have been adjusted against the opening balance of General Reserves. This change is not havingcurrent year.
2.3. Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (GAestimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of the financial statements and reported amounts of revenues and expenses during the reporting period. estimates. Any revision to accounting estimates is recognised prospectively in current and future periods
2.4. Fixed Assets
Fixed assets are stated at the cost of acquisition, except for revaluation of certain land and building,impairment losses, if any. Cost of fixed assets comprises purchase price, duties, levies and any directly att
its working condition for the intended use. Borrowing costs related to the acquisition or construction of theup to the completion of their acquisition or construction are capitalised. Advances paid towards the acat each balance sheet date and the cost of fixed assets not ready for their intended use before such datprogress.
Capitalised software includes costs on Enterprise Resource Planning (ERP) Project and other costs relatingfuture economic benefits. ERP Project costs comprise licence fees and cost of system integration service
h t ll h d ff dit l th b i i ifi t dditi l b
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The following assets are depreciated/amortised on the straight line method over a period of their estimat
• Leasehold land and leasehold improvements over the primary period of the lease.
• Technical know-how fees over a period of six years.
• Capitalised software costs over a period of five years.
Assets individually costing Rs 5,000 or less are depreciated fully in the year of purchase.
Assets under finance lease are depreciated over the lower of the lease term or the useful life of the assethat the Company will obtain ownership, wherein such assets are depreciated on the straight-line metho
XIV to the Companies Act, 1956.
2.6. Investments
Investments that are readily realisable and intended to be held for not more than a year are classifi
investments are classified as long-term investments. Current investments are carried at lower of cost aare carried at cost. However, provision for diminution in value is made to recognise a decline otheinvestments.
2.7. Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of various categories of inve
• Stores, spares, raw materials and components - at rates determined on the moving weighted ave
• Goods in Transit – at actual cost.
• Work-in-progress and finished goods - at full absorption cost method based on annual averagincluded in the value of finished goods inventory.
Provision for obsolescence is made wherever necessary.
2.8. Employee Benefits
Contribution to Superannuation Fund, a defined contribution scheme, is made at pre-determined rateand is charged to the profit and loss account. There are no other obligations other than the contribution
Trust.
Contributions to the recognised Provident Fund/ Gratuity Fund and provision for other long term emplschemes, are made on the basis of actuarial valuations made at the end of each financial year and are cduring the year.
Actuarial gains and losses are recognised immediately in the profit & loss account.
2.9. Revenue Recognition
• Sales of products and services are recognised when significant risks and rewards of ownership of
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2.10. Provisions
A provision is recognised when the Company has a present obligation as a result of past event and it is pwill be required to settle the obligation, in respect of which a reliable estimate can be made based on techProvisions are not discounted to its present value and are determined based on management estimate r
balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current m
2.11. Research and Development
All revenue expenses pertaining to research and development are charged to the profit and loss account and expenditure of capital nature is capitalised as fixed assets, and depreciated as per the Company’s p
2.12. Foreign Currency Transactions
Foreign currency transactions are recorded by applying the respective monthly average rates. Exchange dtransactions settled during the year are recognised in the profit and loss account for the year.
All foreign currency denominated monetary assets and liabilities are translated at the exchange rates prevresultant exchange differences are recognised in the profit and loss account for the year.
The Company uses derivative financial instruments such as forward exchange contracts to hedge its rifluctuations. The premium or discount on forward exchange contracts is recognised in the profit and contract.
Gain or loss on restatement of forward exchange contracts for hedging purposes are recognised in the pwhich it occurs.
2.13. Taxation
Tax expense comprises current tax, deferred tax and fringe benefits tax.
The current charge for income tax and fringe benefits tax is measured at the amount expected to be paidwith the Indian Income Tax Act. Provision for current income tax is made on the basis of the results of thebe computed and paid on the basis of the results for the year ending March 31, 2008.
The deferred tax for timing differences between the book and tax profits for the year is accounted for usbeen enacted or substantively enacted as of the balance sheet date. Deferred tax assets arising from timextent there is reasonable certainty that the assets can be realised in future.
2.14. Operating Leases
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the lealeases. Operating lease payments are recognised as an expense in the profit and loss account on a stra
For the year ended 31 December,
3. Earnings Per Share
a) Weighted Average number of Equity Shares of Rs 2 each outstanding during the year *
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Power Systems Segment (PS) offers turnkey systems and services for transmission and distribut The segment offers the instrumentation, control and the entire balance of power plants, which improthrough flexible alternating current transmission systems (FACTS), high voltage direct current (HVsystems (SCADA) and utility communications.
Power Products Segment (PP) manufactures, engineers, supplies key components to transmpower supply and energy efficiency. The segment produces transformers, high and medium vcapacitors, distribution relays etc.
Process Automation Segment (PA) provides customers with integrated solutions for control, plaapplication knowledge. The industries served include oil and gas, power, chemicals and pharmaceminerals, marine and turbo charging.
Automation Products Segment (AP) provides products to improve customers’ productivity with hdrives, low voltage products, instrumentation and power electronics.
Others Segment consist of robotics systems.
ii) The accounting policies used in the preparation of the financial statements of the Company are als
iii) Segment revenues, expenses, assets and liabilities are those, which are directly attributable to appropriate basis. Corporate and other revenues, expenses, assets and liabilities to the extent not athe reconciliation of reportable segments with the financial statements. During the year revenues, eto heating, ventilation and air conditioning systems (HVAC) business has been reclassified from Prsegment.
iv) Inter Segment Transfer Pricing
Inter segment prices are normally negotiated amongst the segments with reference to the costs, m
an overall optimisation objective for the Company.
v) Figures in brackets are in respect of the previous year.
vi) Segment Revenues, Results and Other Information
Power
Systems
Power
Products
Process
Automation
Automati
Produc
External Sales (net of Excise Duty) 22,175,534 14,137,876 10,319,976 12,263,3
(16,594,192) (10,549,064) (7,065,139) (8,387,14
Inter Segment Sales 162,429 2,072,697 262,389 1,032,5
(172,473) (1,351,951) (210,380) (753,34
Other Income 176,434 115,259 83,468 36,1
(152,831) (229,325) (41,609) (38,44
Segment Revenues 22,514,397 16,325,832 10,665,833 13,332,0
(16 919 496) (12 130 340) (7 317 128) (9 178 93
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vii) Reconciliation of Reportable Segments with the Financial Statements
Revenues Results/Net Profit
Total of Segments 63,182,059
(45,692,685)7,570,995
(5,149,646)3
(2
Corporate - Unallocated (net) 363,419 (272,603)
61,697 (89,669)
Inter Segment Sales -3,531,910
(-2,488,266)-
(-)
Interest Expense -
(-)-68,123
(-7,253)
Provision for tax -
(-)-2,647,879
(-1,829,000)
As per Financial Statements 60,013,568 (43,477,022)
4,916,690
(3,403,062)4
(3
B) Secondary Segment Reporting (by Geographical Segments)Secondary segment disclosures are reported on the basis of geographical location of customers.
India Rest
Revenues 56,310,304(39,106,997)
3
(4
Total Assets 45,495,315
(31,164,637)
Capital Expenditure 1,597,922
(960,072)
As at 31 December,
5. Amounts due from companies under the same management as defined in sub-section (1-B) of Section 370 under:
a) Sundry Debtors
- ABB Global Services Limited- Raman Boards Limited
b) Loans and Advances
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As at 31 December,
6. Contingent Liabilities
i) Claims against the Company not acknowledged as debts in respect of sales tax, excise and other matters
ii) Bills discountedThe above excludes bills co-accepted by the customers’ bankers/guaranteedby the State Governments Rs 51,927 thousand
(Previous Year Rs 143,491 thousand)
iii) Income tax matters in dispute
7. Estimated amount of contracts remaining to be executed on capital accountand not provided for (net of advances)
8. The Company has no non-cancelable operating lease obligations as on December 31, 2007. Rental expecancelable operating leases charges to the profit and loss account amounts to Rs 131,652 thousand (Previo
9. Finance Lease Obligations
The Company normally acquires computers and vehicles under finance lease with the respective underlyingpayments outstanding as of December 31, 2007 in respect of these assets are as follows: (Figures in bracket
Due Total Minimum Lease
Payments outstanding as
on December 31, 2007
Int
Within one year 5,713
(11,296)
Later than one year and not later than five years 267
(6,036)
5,980
(17,332)
10. Deferred Tax
The break up of net deferred tax liability as at December 31, 2007 is as follows: (Figures in brackets are in resp
Deferred T
Timing differences on account of:Difference between book depreciation and depreciation under the Income-tax Act, 1961
Expenditure under Section 43B of the Income-tax Act, 1961
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For the year ended 31 December,
14. Value of imports on CIF basis
(on accrual basis)
Raw Materials and Components including SparesFinished GoodsCapital Goods including Technical Know-howSoftwareProject items
15. Expenditure in foreign currency(on accrual basis)
RoyaltyTrade Mark FeesCommission and DiscountProfessional / Project ConsultancyOthers
16. Amount remitted during the year in foreign currency, on account of dividend
i) Number of non resident shareholders
ii) Number of equity shares held by them on which dividend was paid
iii) Year ended to which the dividend related
iv) Amount remitted
17. Managerial Remuneration
a) i) Directors’ feeii) Other remuneration
Salary 8,875Commission to Managing Director and Executive Director 5,113
Commission to Non-executive Directors 1,200
Contribution to Provident and other funds 2,396Other perquisites 7,450
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For the year ended 31 December,
b) Computation of Net Profit as per Section 349 of the Companies Act, 1956
Profit Before Tax as per profit and loss accountAdd: Managerial Remuneration 25,319
Loss on Sale of Fixed Assets 14,453
Provision for doubtful debts and advances 252,007
Less: Profit on sale of Fixed Assets 14,246
Net Profit as per Section 349 of the Companies Act, 1956
Commission to Managing DirectorCommission to Executive DirectorCommission to Non-executive Directors
Commission to Managing Director and Executive Director is subject to further recommendation and approval Board. For the year ended December 31, 2006, Rs. 4,767 thousand was paid as commission to Managing Dpaid as commission to Executive Director based on recommendation and approval of Remuneration Committe
18. Auditors’ Remuneration
(excluding service tax)(i) Audit Fee(ii) Tax Audit Fee(iii) Other Services
- SOX Fee- Quarterly Limited Review Fee- Others
(iv) Reimbursement of out of pocket expenses
19. Interest charge for the year includes Rs 1,555 thousand (Previous Year Rs 2,923 thousand) being interest on
20. Research and development expenditure of Rs 43,761 thousand (Previous Year Rs 38,299 thousand) on reventhe year.
21. Construction Contracts
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22. Related Party Disclosures
a) List of Related Parties
Party where control exists:
ABB Asea Brown Boveri Limited, Zurich (Holding Company)
Other Related parties with whom transactions have taken place during the year:
Fellow subsidiaries:
ABB (China) Ltd., Beijing, China ABB (Hong Kong) Ltd., Hong Kong ABB (P.J.S.C.), Teheran, Iran ABB (Pty) Ltd., Gaborone, Botswana ABB (Pvt.) Limited, Lahore, Pakistan ABB A/S, Skovlunde, Denmark ABB AB, Västerås, Sweden ABB AG, Mannheim, Germany ABB AG, Vienna, Austria ABB Agencies Pte. Ltd., Singapore ABB Arab S.A.E., Cairo, Egypt ABB AS Billingstad, Norway ABB Australia Pty Limited, Sydney, Australia ABB Automation GmbH, Mannheim, Germany ABB Automation L.L.C., Abu Dhabi, U.A.E ABB Automation Products GmbH, Ladenburg, Germany ABB Avangard AD, Sevlievo, Bulgaria ABB Bailley Beijing Controls Co. Ltd., Beijing, China ABB Beijing Drive Systems Co. Ltd., Beijing, China ABB Bomem Inc., Quebec, Canada
ABB BV, Rotterdam, Holland ABB Capital, B.V., Amsterdam, Holland ABB Chongqing Transformer Company Ltd.,Chongqing City, China ABB CL Logistic S.A., Montevideo, Uruguay ABB Contracting Co. Ltd., Riyadh, Saudi Arabia ABB d.o.o., Belgrade, Serbia ABB Electrica SGPS, Lda., Luanda, Angola ABB Electrical Machines Ltd., Shanghai, China ABB Electroengineering Ltd., Moscow, Russia ABB Elektrik Sanayi A.S., Istanbul, Turkey ABB Elektro s.r.o., Bratislava, Slovakia ABB Energy Automation S.p.A., Milan, Italy
ABB Engineering (Shanghai) Ltd., Shanghai, China ABB Engineering Trading and Service Ltd., Budapest, Hungary ABB France SAS, Rueil Malmaison cedex, France ABB Global Services Limited, India ABB Heifei Transformer Co. Ltd., Hefei, China ABB Holding A.S., Istanbul, Turkey ABB Holding AS, Billingstad, Norway
ABB N.V., Zaventem, Belgium ABB Near East Trading Ltd., Amman ABB Norden Holding AB, Stockholm ABB Oy, Helsinki , Finland ABB Power Technologies SpA, Hydr ABB Process Solutions & Services S ABB Participation AB, Västerås, Swe ABB Power Systems and Automatio ABB Power Technologies S.p.A., Mil ABB Qatar LLC., Doha, Qatar ABB S.A., Buenos Aires, Argentina ABB S.A., Panama, Panama ABB S.A., Rueil-Malmaison, France ABB S.A., Santiago, Chile ABB s.r.o., Prague, Czech Republic ABB SACE S.p.A., Sesto S. Giovann ABB Sanghai Motors Co. Ltd., Shan ABB Schweiz AG, Baden, Switzerlan ABB Sécheron S.A., Satigny, Switze ABB Service Co. Ltd., Al Khobar, Sa
ABB South Africa (Pty) Ltd., Sunning ABB Sp. zo.o., Warsaw, Poland ABB Stotz-Kontakt GmbH, Heidelbe ABB Turbo-Systems AG, Baden, Sw ABB Turbo Systems (Hong Kong) Lim ABB Technology AB, Västeras, Swed ABB Technologies W.L.L., Bahrain ABB Technology Ltd., Zurich, Switze ABB Training Center GmbH & Co. K ABB Transmission & Distribuition AuCo. Ltd.,China
ABB Trasmissione & Distribuzione S
ABB Turbocharger Servicios, S.A., A ABB Xiamen Electrical Controlgear C ABB Xiamen Low Voltage Equipmen ABB Xiamen Switchgear Co. Ltd., Xi ABB Xinhui Low Voltage Switchgear ABB Ltd., Seoul, South Korea ABB Ltd., Taipei, Taiwan
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iv) Expenditure on Other Services
Holding Company
Fellow Subsidiaries- ABB Information Systems Ltd., Zurich, Switzerland- ABB Technology Ltd., Zurich, Switzerland- Asea Brown Boveri S.A., Madrid, Spain- ABB Global Services Limited, India- Other fellow subsidiaries
v) Capital expenditure for Technical Know how
Fellow Subsidiaries- ABB Oy, Helsinki, Finland- ABB SACE S.p.A., Sesto S.Giovanni (MI), Italy- ABB Entrelec SAS, Villeurbanne, France- Other fellow subsidiaries
vi) Capital expenditure
Fellow Subsidiaries- ABB AB, Vasteras, Sweden- ABB AS Billingstad, Norway- ABB SACE S.p.A., Sesto S.Giovanni (MI), Italy
- ABB Automation Products GmbH, Ladenburg,Germany- Other fellow subsidiaries
vii) Outstanding balances
Debtors and Advances
Holding Company
Fellow Subsidiaries- Asea Brown Boveri Inc., Norwalk, CT, United States- ABB Global Services Limited, Bangalore
- ABB Oy, Helsinki, Finland- Other fellow subsidiaries
Integra Hindustan Control Limited (an associate)
Creditors
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viii) Dividend Paid during the year
Holding Company
Fellow Subsidiaries
ix) Remuneration to Managing Director*
x) Remuneration to Executive Director *
xi) Remuneration to Chief Financial Officer *
xii) Dividend received from Associate
* The above does not include Provision for Leave Encashment and Gratuity as it is provided in the books on the basis oas a whole and hence individual figures cannot be identified. The remuneration to Managing Director for 2007 compMr. Ravi Uppal and Rs 4,986 paid to Mr. Biplab Majumder, since the date of his appointment as Managing Director wto Executive Director Mr. Biplab Majumder for the year ended December 31, 2007 is for the period upto July 25, 200
23. The pro rata difference between the forward contract rate and the exchange rate on the date of transaction to bis Rs 70,942 thousand (Previous Year Rs 62,824 thousand).
24. Provisions:
a) Movement in provisions: (Figures in brackets are in respect of the previous year)
Class of provisions
As at
January 1,
2007
Additions Amounts
used
Product Warranties 400,333
(196,904)297,733
(494,891)110,205
(291,462)
Sales Tax 46,860(16,813)
49,333(36,921)
31,587(6,874)
Litigations 62,160(57,092)
-(5,068)
4,284(-)
Restructuring 66,697(68,281)
-(-)
324(1,584)
b) Nature of provisions:
a. Product Warranties: The Company provides warranties for its products and services, undertaking to perform satisfactorily during the warranty period. Provision made as at December 31, 2007 rep
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26. Derivative Instruments
i) Forward cover for export debtors outstanding as of balance sheet date is Rs 867,250 thousand (Previo
ii) Forward cover for expected future sales or highly probable forecast transaction as of balance sheet date
Year Rs 350,199 thousand).
iii) Forward cover for import creditors outstanding as of balance sheet date is Rs 4,382,756 thousand (Pre
iv) Forward cover for expected future purchases or highly probable forecast transaction as of balance sh(Previous Year Rs 2,981,428 thousand).
v) Foreign currency exposure (net) that are not hedged by derivative instruments or otherwise is Rs 116,173
thousand).
27. The Company has amounts due to Micro and Small Enterprises under The Micro, Small and Medium Enterpri Act) as at December 31, 2007.
i) The principal amount and the interest due thereon remaining unpaid to any supplier as at December 31
Principal Amount :Interest :
ii) The amount of interest paid by the Company along with the amounts of the payment made to the suppbeyond the appointed day for the year ending December 31, 2007.
iii) The amount of interest due and payable for the period of delay in making payment (beyond the appointeiv) The amount of interest accrued and remaining unpaid for the year ending December 31, 2007.v) The amount of further interest remaining due and payable for the earlier years.
Note: The information has been given in respect of such suppliers to the extent they could be identified as “Micro ainformation available with the Company.
As at December 31, 2006 there were no suppliers who were registered under The Micro, Small and Medium Enteron the information available with the Company.
28. In accordance with ASI 14 (Revised) on ‘Disclosure of Revenue from Sales Transactions’ issued by Instituteexcise duty on sales amounting to Rs 4,529,568 thousand (Previous Year Rs 3,305,522 thousand) has beenaccount and excise duty on increase in inventory of finished goods amounting to Rs 2,985 thousand (Previousaccounted in the profit and loss account under the head ‘Cost of Materials and Erection Services’.
29. The Company has defined benefit gratuity plan and provident fund plan managed by trusts. The following tabbenefit expenses recognised in the profit and loss account and the funded status and amounts recognised in
i) Change in benefit obligations
Projected benefit obligations at beginning of the period
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iii) Actual return on plan assets
Expected Return on plan assets
Actuarial gain / (loss) on plan assets Actual return on plan assets
iv) Present value of the defined benefit obligation
Plan assets at the end of the period, at fair value
Liability recognised in the balance sheet
v) Cost for the period Current Service cost Interest cost Expected return on plan assets
Actuarial (gain) / loss Expense recognised in the statement of profit & loss
vi) Investment Details (% invested)
GOI Securities State Government Securities PSU Securities Special Deposit Scheme Others (including bank balances)
vii) Assumptions
Interest rate for discount Estimated rate of return on plan assets
* since paid
** Employees’ contribution.
Notes :
i) Assumptions relating to future salary increases, attrition, interest rate for discount and overall expectedconsidered based on relevant economic factors such as inflation, market growth and other factors appobligation is expected to be settled.
ii) The Company expects to contribute Rs 49,091 thousand to Gratuity Fund and Rs 79,535 thousandimplementation, previous year figures have not been given.
iii) The attrition rate for gratuity varies from 1% to 8% for various age groups.
30. The figures of the previous year have been regrouped / reclassified, where necessary, to conform with the curr
Cash Flow Statement
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For the year ended December 31, 2007
A. Cash Flow from Operating Activities
Net Profit Before Tax
Adjustments for
Depreciation/Amortisation
Unrealised Losses/(Gains) on Restatement of Monetary Assets (net)
Unrealised Losses/(Gains) on Restatement of Monetary Liabilities (net)
Loss/(Profit) on Sale of Fixed Assets, (net)
Interest Income
Dividend Income
Interest Expense
Operating Profit before Working Capital Changes
Movement in Working Capital
Decrease/(Increase) in Sundry Debtors
Decrease/(Increase) in Inventories
Decrease/(Increase) in Other Current Assets
Decrease/(Increase) in Loans and Advances
Increase/(Decrease) in Current Liabilities and Provisions
Cash Generated from Operations
Direct Taxes Paid (net of refunds)
Net cash generated from Operating Activities
B. Cash Flow from Investing Activities
Purchase of Fixed Assets
Proceeds from sale of Fixed Assets
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For the year ended December 31, 2007
C. Cash Flow from Financing Activities
Proceeds from new Borrowings
Repayment of Borrowings
Interest Paid
Dividend paid
Net cash used in Financing Activities
Net Increase/ (Decrease) in Cash and Cash Equivalents (A+B+C)
Cash and Cash Equivalents (Opening Balance)
Cash and Cash Equivalents (Closing Balance)
Components of Cash and Cash Equivalents as at December 31,
Cash and Cheques on Hand
Balances With Banks - On Current Account
- On Deposit Account
- On Margin Account
Notes:1) Cash and cash equivalents at the end of the year represent cash at bank and in hand and deposits with ba
2) The figures of the previous year have been regrouped/reclassified, where necessary, to conform with the cl
As per our report of even date
For S.R. BATLIBOI & CO.
Chartered Accountants
per Sunil Bhumralkar
Partner
Membership No. 35141
For and on behalf of the Board
Ravi Uppal Chairma
Biplab Majumder Managin
K Rajagopal Whole-tPeter Leupp Director
Nasser Munjee Director
N S Raghavan Director
A K Dasgupta Dire
D E Udwadia Director
Balance Sheet Abstract and Company’s General Business
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I. Registration Details
Registration No. L32202KA1949PLC032923 State C
Balance Sheet Date 31 12 07
Date Month Year
II. Capital Raised during the year (Rs in Thousands)
Public Issue Rights
NIL
Bonus Issue Private
NIL
III. Position of Mobilisation and Deployment of Funds (Rs in Thousands)
Total Liabilities Total As
1 6 3 9 7 1 3 7
Sources of Funds
Paid-up Capital Reserve
4 2 3 8 1 7
Secured Loans Unsecu
5 6 6 0
Deferred Tax Liability
1 2 8 0 3 4
Application of Funds
Net Fixed Assets Investm
4 5 7 8 7 1 6
Net Current Assets Misc. E
1 1 1 1 3 8 7 5
Accumulated Losses
N I L
IV. Performance of the Company (Rs in Thousands)
Turnover Total Ex
6 0 0 1 3 5 6 8
+/- Profit/Loss Before Tax +/- Profi
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