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Directors’ ReportYour Directors have pleasure in presenting the Annual Report and Accounts for the year ended 31st March, 2009.1. FINANCIAL RESULTS(Rs./Crores)For the yearended 31.03.2009For the yearended 31.03.2008Profit for the year after meeting all expenses but before charging Depreciation and Interest. 85.28 78.28Less : Interest 20.39 16.63Depreciation 14.32 11.40PROFIT BEFORE TAX 50.57 50.25Tax Provisiona) Current year 17.65 15.58b) Deferred Tax (Credit)/Charge (0.25) 1.70c) Fringe Benefit Tax 0.90 0.73PROFIT AFTER TAX 32.27 32.24Balance Net Profit available for appropriation 32.27 32.24APPROPRIATIONS - -General Reserve 3.23 6.45Proposed Dividend:Equity Shares 4.01 4.01Tax on Dividend 0.68 0.68Balance Carried Forward 24.35 21.102. PERFORMANCETurnover including income from operations and Other Incomefor the year under review at Rs.875.79 Crores represents anincrease of 16 per cent compared to Rs.755.48 Crores in theprevious year. The profit before tax marginally improved toRs.50.57 Crores from Rs.50.25 Crores in the previous year.MYANMAR TRACTORS LTD.The Subsidiary Company, Myanmar Tractors Ltd., in the Unionof Myanmar, achieved a turnover including service income ofRs.41.78 Crores compared to Rs.49.81 Crores in the previousyear and a profit before tax of Rs.2.44 Crores compared toRs.4.33 Crores in the previous year.TIL OVERSEAS PTE. LTD.The Wholly Owned Subsidiary Company, TIL Overseas Pte.Ltd., in Singapore, achieved a turnover of Rs.170.49 Crorescompared to Rs.292.48 Crores in the previous year andachieved a profit before tax of Rs.8.70 Crores compared toRs.18.09 Crores in the previous year. This activity is totally forand on behalf of Myanmar Tractors Limited.TRACTORS NEPAL PVT. LTD.The Wholly Owned Subsidiary Company, Tractors NepalPvt. Ltd., in Nepal, achieved a turnover of Rs.1.97 Crorescompared to previous year of Rs.1.19 Crores and earned aprofit before tax of Rs.1.21 Crores compared to Rs.0.65 Crorein the previous year.CONSOLIDATED PERFORMANCEOn a consolidated basis, your Company’s Group turnoverincluding income from operations and other income standsat Rs.1073.53 Crores compared to Rs.1095.94 Crores inthe previous year and profit before tax is Rs.65.30 Crorescompared to Rs.65.69 Crores in the previous year.3. FINANCEAfter providing Rs.18.30 Crores as Provision for Taxation
028029Rs. 4.69 Crores (including Dividend Tax of Rs. 0.68 Crores) forEquity Dividend, Rs. 92.35 Crores has been carried forward toBalance Sheet. The Reserve & Surplus (excluding RevaluationReserves) of the Company increased from Rs.105.02 Croresto Rs. 132.59 Crores and the Shareholders’ Fund (excludingRevaluation Reserves) increased from Rs.123.83 Crores toRs. 151.41 Crores.The Reports and Accounts of subsidiary companies areannexed to this Report along with the statement pursuant toSection 212 of the Companies Act, 1956.4. DIVIDENDBoard has recommended a Dividend @ Rs. 4/- on eachEquity Share (Face value of Rs.10/- each) for the yearunder review.5. FIXED DEPOSITThe Company has not accepted any deposits from the publicduring the year. Deposits outstanding as on 31st March, 2009including unclaimed deposits was Rs 0.30 Lacs.6. RESTRUCTURINGBoard considered the proposal for restructuring of CaterpillarBusiness to be transferred to a Wholly Owned Subsidiaryof the Company by transferring the assets and liabilities ofCaterpillar Business. The detailed formal plan (for transfer ofassets, liabilities and employees, etc.) will be worked out andfinalized at a later date.7. PREFERENTIAL ISSUE OF WARRANTSConsequent upon issuance of convertible warrants into equityshares on preferential basis to the Promoters and ENAMGroup during the year 2007-08, no option for such conversionhas been exercised by them during the year under review.Such option can be exercised till 27th June, 2009.8. PARTICULARS OF CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGOThe Statement pursuant to Section 217(1)(e) of the CompaniesAct, 1956 read with Companies (Disclosure of Particulars inthe Report of the Board of Directors) Rules, 1988 is given inthe Annexure forming part of this Report.9. PARTICULARS OF EMPLOYEESThe Statement pursuant to Section 217(2A) of the CompaniesAct, 1956 read with Companies (Particulars of Employees)Rules, 1975 as amended is given in the Annexure forming partof the Report.In terms of Section 219(1) (b) (iv) of the Act, the Report andAccounts are being sent to the shareholders excluding theaforesaid Annexure. Any shareholder interested in obtainingcopy of the same may write to the Company Secretary at theRegistered Office of the Company.10. SUBSIDIARY COMPANIESThe statement required u/s.212 of the Companies Act, 1956in respect of subsidiary companies is appended herewith.11. DIRECTORSThe Board of Directors at its meeting held on 11th May, 2009re-appointed Mr. A. Mazumdar as Chairman and WholetimeDirector of the Company w.e.f. 1st June, 2009 for a period of 5years. The details of the terms of re-appointment are given inthe Notice convening the Annual General Meeting. The Boardrecommends Mr. A. Mazumdar’s re-appointment.The Board of Directors at its meeting held on 11th May,2009 re-appointed Mr. S. Mazumder as Vice Chairman andManaging Director of the Company w.e.f. 1st June, 2009 for aperiod of 5 years. The details of the terms of re-appointmentare given in the Notice convening the Annual General Meeting.The Board recommends Mr. S. Mazumder’s re-appointment.Mr. R. L. Gaggar retires by rotation and being eligible offershimself for re-appointment. The Board recommends this reappointment.12. CORPORATE GOVERNANCEIn terms of Clause 49 of the Listing Agreement of the StockExchanges, Corporate Governance Report and Auditors Certificateregarding compliance of conditions of Corporate GovernanceReport are annexed herewith forming part of this Report.13. MANAGEMENT DISCUSSION AND ANALYSIS REPORTIn terms of clause 49 of the Listing Agreement of the StockExchanges, Management Discussion and Analysis Report isannexed herewith forming part of this Report.Director’s Report
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TIL Limited1, Taratolla Road, Garde
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